ATAX 10-Q 033115



Item 1	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Partners’ Capital	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3	Quantitative and Qualitative Disclosures About Market Risk	58
Item 4	Controls and Procedures	59

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 which are contained in this report and, accordingly, we cannot guarantee their accuracy or completeness.

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. 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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in Item 1A of Part II of this document.



	March 31, 2015			December 31, 2014
	(UNAUDITED)
Assets
Cash and cash equivalents	$	24,205,247		$	49,193,343
Restricted cash	7,836,842			11,685,729
Interest receivable	5,806,290			4,121,486
Mortgage revenue bonds held in trust, at fair value (Notes 4 & 9)	426,022,847			378,423,092
Mortgage revenue bonds, at fair value (Note 4)	81,875,851			70,601,045
Public housing capital fund trusts, at fair value (Note 5)	60,272,941			61,263,123
Mortgage-backed securities, at fair value (Note 6)	14,884,339			14,841,558
Real estate assets: (Note 7)
Land and improvements	15,590,493			15,589,893
Buildings and improvements	132,000,442			131,910,221
Real estate assets before accumulated depreciation	147,590,935			147,500,114
Accumulated depreciation	(26,327,145		)	(24,691,800		)
Net real estate assets	121,263,790			122,808,314
Other assets (Note 8)	30,564,221			31,301,527
Total Assets	$	772,732,368		$	744,239,217

Liabilities
Accounts payable, accrued expenses and other liabilities	$	4,995,537		$	4,627,089
Distribution payable	7,607,693			7,617,390
Debt financing (Note 9)	379,307,493			345,359,000
Mortgages payable (Note 10)	76,445,451			76,707,834
Derivative swap, at fair value (Note 12)	1,165,855			—
Total Liabilities	469,522,029			434,311,313

Commitments and Contingencies (Note 14)

Partners' Capital
General Partner (Note 2)	512,533			578,238
Beneficial Unit Certificate holders	323,952,314			330,457,117
Unallocated deficit of Consolidated VIEs	(21,237,622		)	(21,091,456		)
Total Partners' Capital	303,227,225			309,943,899
Noncontrolling interest (Note 7)	(16,886		)	(15,995		)
Total Capital	303,210,339			309,927,904
Total Liabilities and Partners' Capital	$	772,732,368		$	744,239,217



	For the Three Months Ended,
	March 31, 2015			March 31, 2014
Revenues:
Property revenues	$	5,106,369		$	3,951,216
Investment income	7,979,784			6,205,558
Gain on mortgage revenue bond - redemption	—			2,835,243
Other interest income	224,540			208,823
Total revenues	13,310,693			13,200,840
Expenses:
Real estate operating (exclusive of items shown below)	2,958,605			2,100,293
Depreciation and amortization	2,031,898			1,613,346
Interest	3,989,121			2,169,549
General and administrative	1,807,481			1,270,926
Total expenses	10,787,105			7,154,114
Net income	2,523,588			6,046,726
Net loss attributable to noncontrolling interest	(891		)	(103		)
Net income - America First Multifamily Investors, L.P.	$	2,524,479		$	6,046,829

Net income (loss) allocated to:
General Partner	$	26,706		$	742,055
Limited Partners - Unitholders	2,643,939			5,417,545
Unallocated loss of Consolidated Property VIEs	(146,166		)	(112,771		)
Noncontrolling interest	(891		)	(103		)
	$	2,523,588		$	6,046,726
Unitholders' interest in net income per unit (basic and diluted):
Net income, basic and diluted, per unit	$	0.04		$	0.10
Distributions declared, per unit	$	0.125		$	0.125
Weighted average number of units outstanding, basic and diluted	60,252,928			56,919,595



	For the Three Months Ended,
	March 31, 2015			March 31, 2014
Net income	$	2,523,588		$	6,046,726
Unrealized (loss) gain on securities	(1,057,235		)	18,041,725
Unrealized (loss) gain on bond purchase commitments	(576,225		)	3,489,237
Comprehensive income - America First Multifamily Investors, L.P.	$	890,128		$	27,577,688

Comprehensive income (loss) allocated to:
General Partner	$	10,372		$	957,364
Limited Partners - Unitholders	1,026,813			26,733,198
Unallocated gain (loss) of Consolidated Property VIEs	(146,166		)	(112,771		)
Noncontrolling interest	(891		)	(103		)
Comprehensive income - America First Multifamily Investors, L.P.	$	890,128		$	27,577,688



	General Partner			# of Units	Beneficial Unit Certificate Holders			Unallocated Deficit of Consolidated VIEs			Non- controlling Interest			Total			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2015	$	578,238		60,252,928	$	330,457,117		$	(21,091,456	)	$	(15,995	)	$	309,927,904		$	51,698,418
Distributions paid or accrued	(76,077		)		(7,531,616		)	—			—			(7,607,693		)	—
Net income (loss)	26,706				2,643,939			(146,166		)	(891		)	2,523,588			—
Unrealized loss on securities	(10,572		)		(1,046,663		)	—			—			(1,057,235		)	(1,057,235		)
Unrealized loss on bond purchase commitments	(5,762		)		(570,463		)	—			—			(576,225		)	(576,225		)
Balance at March 31, 2015	$	512,533		60,252,928	$	323,952,314		$	(21,237,622	)	$	(16,886	)	$	303,210,339		$	50,064,958

	General Partner			# of Units	Beneficial Unit Certificate Holders			Unallocated Deficit of Consolidated VIEs			Non- controlling Interest			Total			Accumulated Other Comprehensive Income
Balance at January 1, 2014	$	16,671		51,052,928	$	223,573,312		$	(20,455,896	)	$	(11,322	)	$	203,122,765		$	(20,128,314	)
Sale of beneficial unit certificates				9,200,000	51,367,692			—			—			51,367,692			—
Redemption of mortgage revenue bond	(17,431		)		(1,725,657		)	—			—			(1,743,088		)	(1,743,088		)
Distributions paid or accrued	(763,409		)		(7,531,616		)	—			—			(8,295,025		)	—
Net income (loss)	742,055				5,417,545			(112,771		)	(103		)	6,046,726			—
Unrealized gain on securities	180,417				17,861,308			—			—			18,041,725			18,041,725
Unrealized gain on bond purchase commitments	34,892				3,454,345			—			—			3,489,237			3,489,237
Balance at March 31, 2014	$	193,195		60,252,928	$	292,416,929		$	(20,568,667	)	$	(11,425	)	$	272,030,032		$	(340,441	)



	For Three Months Ended,
	March 31, 2015			March 31, 2014
Cash flows from operating activities:
Net income	$	2,523,588		$	6,046,726
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	2,031,898			1,613,346
Non-cash loss on derivatives	899,873			182,597
Bond premium/discount amortization	(36,933		)	(62,008		)
Gain on mortgage revenue bond - redemption	—			(2,835,243		)
Changes in operating assets and liabilities, net of effect of acquisitions
Increase in interest receivable	(1,684,804		)	(1,783,906		)
Decrease in other assets	127,115			918,897
Increase (decrease) in accounts payable and accrued expenses	311,641			(2,192,953		)
Net cash provided by operating activities	4,172,378			1,887,456
Cash flows from investing activities:
Capital expenditures	(91,968		)	(6,323,590		)
Acquisition of mortgage revenue bonds	(58,945,000		)	(34,778,800		)
Restructure and acquisition of interest rate derivative	10,500			(391,500		)
Proceeds from the mortgage revenue bond - redemption	—			18,744,294
Restricted cash - debt collateral released (paid)	1,370,000			2,000,000
Restricted cash - TEBS financing facility	2,474,249			—
Principal payments received on mortgage revenue bonds	202,888			1,778,734
Increase in restricted cash	(46,780		)	(73,820		)
Net increase in notes receivable	(39,337		)	—
Net cash used in investing activities	(55,065,448		)	(19,044,682		)
Cash flows from financing activities:
Distributions paid	(7,617,390		)	(6,446,077		)
Proceeds from the sale of beneficial unit certificates	—			54,740,000
Payment of offering costs related to the sale of beneficial unit certificates	—			(3,372,308		)
Proceeds from debt financing	48,285,000			17,250,000
Principal borrowings on mortgages payable	—			7,976,690
Principal payments on debt financing	(25,761,768		)	(17,013,000		)
Principal payments on mortgages payable	(262,383		)	(113,919		)
Principal borrowing on lines of credit	11,425,261			—
Increase in liabilities related to restricted cash	46,780			73,820
Debt financing costs	(210,526		)	(557,094		)
Net cash provided by financing activities	25,904,974			52,538,112
Net (decrease) increase in cash and cash equivalents	(24,988,096		)	35,380,886
Cash and cash equivalents at beginning of period	49,193,343			11,318,015
Cash and cash equivalents at end of period	$	24,205,247		$	46,698,901

America First Multifamily Investors, L.P. (the “Partnership”) was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act for the primary purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds which have been issued to provide construction and/or permanent financing for affordable multifamily, student housing, and senior citizen residential properties (collectively “Residential Properties”) and commercial properties. The Partnership expects and believes the interest earned on these mortgage revenue 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. The Partnership may also invest in other types of securities that may or may not be secured by real estate and may make property loans secured by multifamily residential properties which are financed by mortgage revenue bonds held by the Partnership. 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 mortgage revenue bonds or property loans through foreclosure in the event of a default. In addition, the Partnership may acquire interests in multifamily, student, and senior citizen residential properties (“MF Properties”) in order to position itself for future investments in mortgage revenue bonds issued to finance these properties. The Partnership expects to sell its interest in these MF Properties in connection with the future syndication of low income housing tax credits under Section 42 of the Internal Revenue Code (“LIHTCs”) or to a tax-exempt organization and to acquire mortgage revenue bonds on these properties to provide debt financing to the new owners.

The “Company” refers to the Partnership and the Consolidated VIEs (defined below). The condensed consolidated financial statements reported in this Form 10-Q 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 holds a 99% limited partner interest, and two entities in which the Partnership does not hold an ownership interest but which own multifamily residential properties financed with 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”). On March 31, 2015, the consolidated subsidiaries of the Partnership (the “Consolidated Subsidiaries”) consist of:

Stand alone financial information of the Partnership reported in this Form 10-Q includes only the assets, liabilities, and results of operations of the Partnership and the MF Properties (hereafter the “Partnership”) without the Consolidated VIEs. In the Company’s condensed consolidated financial statements, all transactions and accounts between the Partnership, the MF Properties and the Consolidated VIEs have been eliminated in consolidation. The General Partner does not believe that the consolidation of VIEs for reporting under accounting principles generally accepted in the United States of America (“GAAP”) impacts the Partnership’s status as a partnership for federal income tax purposes or the status of unitholders as partners of the Partnership, the treatment of the mortgage revenue bonds on the properties owned by Consolidated VIEs as debt, the nature of the interest payments, which it believes to be tax-exempt, received on the mortgage revenue bonds secured by the properties owned by Consolidated VIEs or the manner in which the Partnership’s income is reported to unitholders on IRS Form K-1.

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying interim unaudited condensed 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 GAAP 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 condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. These condensed consolidated financial statements and notes have been prepared consistently with the 2014 Form 10-K. In the opinion of management, all adjustments (consisting of normal and recurring accruals) necessary to present fairly the financial position as of March 31, 2015, and the results of operations for the interim periods presented have been made. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

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 its investment in MF Properties (Note 7) 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’s Residual Proceeds.

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 revenue 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 Partnership invests in mortgage revenue bonds which have been issued to provide construction and/or permanent financing for Residential Properties and commercial properties in their market areas. The Partnership owns 100% of these mortgage revenue bonds and each bond is secured by a first mortgage on the property. In certain cases, the Partnership has also made property loans to the property owners which are secured by second mortgages on these properties. Although Residential Properties financed with 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 March 31, 2015 and December 31, 2014, the Partnership determined that eleven of the entities financed by mortgage revenue bonds owned by the Partnership were held by VIEs. These VIEs were Ashley Square, Bent Tree, Bruton Apartments, Cross Creek, Fairmont Oaks, Glenview Apartments, Harden Ranch, Montclair Apartments, Santa Fe Apartments, Tyler Park Apartments, and Westside Village Market. The Partnership then determined that it is the primary beneficiary of two of these VIEs: Bent Tree and Fairmont Oaks and has continued to consolidate these entities.

The Partnership does not hold an equity interest in these VIEs. 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 Residential Properties which serves as bond collateral.

In determining the primary beneficiary of these VIEs, the Partnership considers 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 considers the related party relationship of the entities involved in the VIEs. At March 31, 2015 and December 31, 2014, the Partnership determined it is the primary beneficiary of the Bent Tree and Fairmont Oaks VIEs. The capital structure of Bent Tree and Fairmont Oaks VIEs consists of senior debt, subordinated debt, and equity capital. The senior debt is in the form of a 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 of the consolidated VIEs is ultimately held by corporations which are owned by four individuals, two 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 Burlington.

The Company did not consolidate nine VIE entities (Ashley Square, Bruton Apartments, Cross Creek, Glenview Apartments Harden Ranch, Montclair Apartments, Santa Fe Apartments, Tyler Park Apartments, and Westside Village Market) as of March 31, 2015 based on its determination of the primary beneficiary of these nine VIE entities. 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.



	March 31, 2015
	Balance Sheet Classification				Maximum Exposure to Loss
	Mortgage Revenue Bond		Property Loan		Mortgage Revenue Bond		Property Loan
Ashley Square Apartments	$	5,642,269	$	1,482,000	$	5,144,000	$	7,635,520
Bruton Apartments	19,443,819		—		18,145,000		—
Cross Creek	8,547,448		3,586,115		6,082,064		3,586,115
Glenview Apartments	6,855,286		—		6,723,000		—
Harden Ranch	9,920,953		—		9,300,000		—
Montclair Apartments	3,606,478		—		3,458,000		—
Santa Fe Apartments	4,856,631		—		4,736,000		—
Tyler Park Apartments	8,474,338		—		8,100,000		—
Westside Village Market	5,644,156		—		5,400,000		—
	$	72,991,378	$	5,068,115	$	67,088,064	$	11,221,635

The mortgage revenue bonds are classified on the balance sheet as available for sale investments and are carried at fair value while property loans are presented on the balance sheet as Other assets and are carried at the unpaid principal less any loan loss reserves. See Note 4 for additional information regarding the mortgage revenue bonds and Note 8 for additional information regarding the property loans. The maximum exposure to loss for the mortgage revenue bonds is equal to the unpaid principal balance as of March 31, 2015. The difference between the mortgage revenue bond’s carrying value and the maximum exposure to loss is a function of the fair value of the bond. The difference between the property loan’s carrying value and the maximum exposure is the value of loan loss reserves that have been previously recorded against the outstanding property loan balances.



	Partnership as of March 31, 2015			Consolidated VIEs as of March 31, 2015			Consolidation -Elimination as of March 31, 2015			Total as of March 31, 2015
Assets
Cash and cash equivalents	$	24,180,224		$	25,023		$	—		$	24,205,247
Restricted cash	7,350,135			486,707			—			7,836,842
Interest receivable	6,476,392			—			(670,102		)	5,806,290
Mortgage revenue bonds held in trust, at fair value	442,029,721			—			(16,006,874		)	426,022,847
Mortgage revenue bonds, at fair value	81,875,851			—			—			81,875,851
Public housing capital fund trusts, at fair value	60,272,941			—			—			60,272,941
Mortgage-backed securities, at fair value	14,884,339			—			—			14,884,339
Real estate assets:
Land and improvements	13,754,093			1,836,400			—			15,590,493
Buildings and improvements	110,742,966			21,257,476			—			132,000,442
Real estate assets before accumulated depreciation	124,497,059			23,093,876			—			147,590,935
Accumulated depreciation	(15,513,016		)	(10,814,129		)	—			(26,327,145		)
Net real estate assets	108,984,043			12,279,747			—			121,263,790
Other assets	41,298,994			377,523			(11,112,296		)	30,564,221
Total Assets	$	787,352,640		$	13,169,000		$	(27,789,272	)	$	772,732,368

Liabilities
Accounts payable, accrued expenses and other liabilities	$	4,623,103		$	22,479,786		$	(22,107,352	)	$	4,995,537
Distribution payable	7,607,693			—			—			7,607,693
Debt financing	379,307,493			—			—			379,307,493
Mortgage payable	76,445,451			14,686,000			(14,686,000		)	76,445,451
Derivative swap	1,165,855			—			—			1,165,855
Total Liabilities	469,149,595			37,165,786			(36,793,352		)	469,522,029
Partners' Capital
General Partner	512,533			—			—			512,533
Beneficial Unit Certificate holders	317,707,398			—			6,244,916			323,952,314
Unallocated loss of Consolidated VIEs	—			(23,996,786		)	2,759,164			(21,237,622		)
Total Partners' Capital	318,219,931			(23,996,786		)	9,004,080			303,227,225
Noncontrolling interest	(16,886		)	—			—			(16,886		)
Total Capital	318,203,045			(23,996,786		)	9,004,080			303,210,339
Total Liabilities and Partners' Capital	$	787,352,640		$	13,169,000		$	(27,789,272	)	$	772,732,368



	Partnership as of December 31, 2014			Consolidated VIEs as of December 31, 2014			Consolidation -Elimination as of December 31, 2014			Total as of December 31, 2014
Assets
Cash and cash equivalents	$	49,157,571		$	35,772		$	—		$	49,193,343
Restricted cash	11,141,496			544,233			—			11,685,729
Interest receivable	4,791,828			—			(670,342		)	4,121,486
Mortgage revenue bonds held in trust, at fair value	394,568,208			—			(16,145,116		)	378,423,092
Mortgage revenue bonds, at fair value	70,601,045			—			—			70,601,045
Public housing capital fund trusts, at fair value	61,263,123			—			—			61,263,123
Mortgage-backed securities, at fair value	14,841,558			—			—			14,841,558
Real estate assets:
Land and improvements	13,753,493			1,836,400			—			15,589,893
Buildings and improvements	110,706,173			21,204,048			—			131,910,221
Real estate assets before accumulated depreciation	124,459,666			23,040,448			—			147,500,114
Accumulated depreciation	(14,108,154		)	(10,583,646		)	—			(24,691,800		)
Net real estate assets	110,351,512			12,456,802			—			122,808,314
Other assets	41,958,914			420,054			(11,077,441		)	31,301,527
Total Assets	$	758,675,255		$	13,456,861		$	(27,892,899	)	$	744,239,217

Liabilities
Accounts payable, accrued expenses and other liabilities	$	4,123,346		$	22,225,477		$	(21,721,734	)	$	4,627,089
Distribution payable	7,617,390			—			—			7,617,390
Debt financing	345,359,000			—			—			345,359,000
Mortgages payable	76,707,834			14,731,000			(14,731,000		)	76,707,834
Total Liabilities	433,807,570			36,956,477			(36,452,734		)	434,311,313
Partners' Capital
General Partner	578,238			—			—			578,238
Beneficial Unit Certificate holders	324,305,442			—			6,151,675			330,457,117
Unallocated deficit of Consolidated VIEs	—			(23,499,616		)	2,408,160			(21,091,456		)
Total Partners' Capital	324,883,680			(23,499,616		)	8,559,835			309,943,899
Noncontrolling interest	(15,995		)	—			—			(15,995		)
Total Capital	324,867,685			(23,499,616		)	8,559,835			309,927,904
Total Liabilities and Partners' Capital	$	758,675,255		$	13,456,861		$	(27,892,899	)	$	744,239,217



	Partnership For the Three Months Ended March 31, 2015			Consolidated VIEs For the Three Months Ended March 31, 2015			Consolidation -Elimination For the Three Months Ended March 31, 2015			Total For the Three Months Ended March 31, 2015
Revenues:
Property revenues	$	4,302,301		$	804,068		$	—		$	5,106,369
Investment income	8,210,394			—			(230,610		)	7,979,784
Other interest income	224,540			—			—			224,540
Total revenues	12,737,235			804,068			(230,610		)	13,310,693
Expenses:
Real estate operating (exclusive of items shown below)	2,471,030			487,575			—			2,958,605
Depreciation and amortization	1,794,814			243,729			(6,645		)	2,031,898
Interest	3,994,156			569,934			(574,969		)	3,989,121
General and administrative	1,807,481			—			—			1,807,481
Total expenses	10,067,481			1,301,238			(581,614		)	10,787,105
Net income (loss)	2,669,754			(497,170		)	351,004			2,523,588
Net loss attributable to noncontrolling interest	(891		)	—			—			(891		)
Net income (loss) - America First Multifamily Investors, L. P.	$	2,670,645		$	(497,170	)	$	351,004		$	2,524,479




	Partnership For the Three Months Ended March 31, 2014			Consolidated VIEs For the Three Months Ended March 31, 2014			Consolidation -Elimination For the Three Months Ended March 31, 2014			Total For the Three Months Ended March 31, 2014
Revenues:
Property revenues	$	3,150,344		$	800,872		$	—		$	3,951,216
Investment income	6,438,835			—			(233,277		)	6,205,558
Gain on mortgage revenue bond - redemption	2,835,243			—			—			2,835,243
Other interest income	208,823			—			—			208,823
Total revenues	12,633,245			800,872			(233,277		)	13,200,840
Expenses:
Real estate operating (exclusive of items shown below)	1,650,647			449,646			—			2,100,293
Depreciation and amortization	1,382,626			237,440			(6,720		)	1,613,346
Interest	2,169,549			557,884			(557,884		)	2,169,549
General and administrative	1,270,926			—			—			1,270,926
Total expenses	6,473,748			1,244,970			(564,604		)	7,154,114
Net income (loss)	6,159,497			(444,098		)	331,327			6,046,726
Net loss attributable to noncontrolling interest	(103		)	—			—			(103		)
Net income (loss) - America First Multifamily Investors, L. P.	$	6,159,600		$	(444,098	)	$	331,327		$	6,046,829

The mortgage revenue bonds owned by the Company have been issued to provide construction and/or permanent financing for Residential Properties and commercial properties and do not include the mortgage revenue bonds issued with respect to properties owned by Consolidated VIEs at March 31, 2015 and December 31, 2014. Mortgage revenue bonds are either held directly by the Company or are held in trusts created in connection with debt financing transactions (Note 9). The Company had the following investments in mortgage revenue bonds as of dates shown:



	March 31, 2015
Description of Mortgage Revenue Bonds	Cost adjusted for pay-downs		Unrealized Gain		Unrealized Loss		Estimated Fair Value
Arbors at Hickory Ridge ⁽³⁾	$	11,569,614	$	1,239,453	$	—	$	12,809,067
Ashley Square ⁽¹⁾	5,144,000		498,269		—		5,642,269
Avistar at Chase Hill A Bond ⁽³⁾	10,000,000		1,226,837		—		11,226,837
Avistar at the Crest A Bond ⁽³⁾	9,700,000		1,054,230		—		10,754,230
Avistar at the Oaks A Bond ⁽³⁾	7,800,000		802,611		—		8,602,611
Avistar in 09 A Bond ⁽³⁾	6,735,000		787,493		—		7,522,493
Avistar on the Boulevard A Bond ⁽³⁾	16,525,000		1,795,997		—		18,320,997
Avistar on the Hills A Bond ⁽³⁾	5,389,000		554,521		—		5,943,521
Bella Vista ⁽¹⁾	6,490,000		573,067		—		7,063,067
Bridle Ridge ⁽¹⁾	7,625,000		595,665		—		8,220,665
Brookstone ⁽¹⁾	7,469,357		1,652,619		—		9,121,976
Bruton Apartments ⁽²⁾	18,145,000		1,298,819		—		19,443,819
Concord at Gulfgate A Bond ⁽²⁾	17,060,000		1,417,004		—		18,477,004
Concord at Little York A Bond ⁽²⁾	12,480,000		820,061		—		13,300,061
Concord at Williamcrest A Bond ⁽²⁾	18,020,000		1,184,094		—		19,204,094
Copper Gate Apartments ⁽³⁾	5,220,000		390,143		—		5,610,143
Cross Creek ⁽¹⁾	6,082,064		2,465,384		—		8,547,448
Decatur Angle ⁽²⁾	23,000,000		727,260		—		23,727,260
Greens Property A Bond ⁽³⁾	8,348,000		943,736		—		9,291,736
Harden Ranch A Bond ⁽³⁾	6,960,000		623,129		—		7,583,129
Lake Forest ⁽¹⁾	8,856,000		1,037,354		—		9,893,354
Live 929 Apartments ⁽²⁾	40,874,690		4,154,777		—		45,029,467
Pro Nova 2014-1 and 2014-2 ⁽²⁾	20,092,423		889,777		—		20,982,200
Ohio Properties A Bonds ⁽¹⁾	14,383,000		2,328,438		—		16,711,438
Runnymede ⁽¹⁾	10,440,000		1,297,483		—		11,737,483
Southpark ⁽¹⁾	11,861,623		3,599,239		—		15,460,862
The Palms at Premier Park Apartments ⁽³⁾	20,125,232		2,005,005		—		22,130,237
The Suites on Paseo A Bond ⁽²⁾	35,450,000		2,901,583		—		38,351,583
Tyler Park Apartments A Bond ⁽³⁾	6,075,000		383,329		—		6,458,329
Westside Village Market A Bond ⁽³⁾	3,970,000		250,505		—		4,220,505
Woodlynn Village ⁽¹⁾	4,390,000		244,962		—		4,634,962
Mortgage revenue bonds held in trust	$	386,280,003	$	39,742,844	$	—	$	426,022,847



	March 31, 2015
Description of Mortgage Revenue Bonds	Cost adjusted for pay-downs		Unrealized Gain		Unrealized Loss			Estimated Fair Value
Avistar at Chase Hill B Bond	$	965,000	$	88,486	$	—		$	1,053,486
Avistar at the Crest B Bond	759,000		69,600		—			828,600
Avistar at the Oaks B Bond	554,000		50,841		—			604,841
Avistar in 09 B Bond	457,000		41,939		—			498,939
Avistar on the Boulevard B Bond	451,000		41,357		—			492,357
Concord at Gulfgate B Bond	2,125,000		592,323		—			2,717,323
Concord at Little York B Bond	960,000		252,586		—			1,212,586
Concord at Williamcrest B Bond	2,800,000		736,708		—			3,536,708
Glenview Apartments	6,723,000		132,286		—			6,855,286
Greens Property B Bond	945,059		249,820		—			1,194,879
Harden Ranch B Bond	2,340,000		—		(2,176		)	2,337,824
Heritage Square	11,705,000		295,073		—			12,000,073
Montclair Apartments	3,458,000		148,478		—			3,606,478
Ohio Properties B Bonds	3,570,720		644,819		—			4,215,539
Renaissance	12,675,000		762,823		—			13,437,823
Santa Fe Apartments	4,736,000		120,631		—			4,856,631
The Suites on Paseo B Bond	5,500,000		—		—			5,500,000
Tyler Park B Bond	2,025,000		—		(8,991		)	2,016,009
Vantage at Harlingen	6,692,000		260,386		—			6,952,386
Vantage at Judson	6,049,000		485,432		—			6,534,432
Westside Village B Bond	1,430,000		—		(6,349		)	1,423,651
Mortgage revenue bonds	$	76,919,779	$	4,973,588	$	(17,516	)	$	81,875,851



	December 31, 2014
Description of Mortgage Revenue Bonds	Cost adjusted for pay-downs		Unrealized Gains		Unrealized Loss		Estimated Fair Value
Arbors at Hickory Ridge ⁽³⁾	$	11,570,933	$	1,792,303	$	—	$	13,363,236
Ashley Square ⁽¹⁾	5,159,000		486,559		—		5,645,559
Avistar at Chase Hill A Bond ⁽³⁾	10,000,000		1,196,800		—		11,196,800
Avistar at the Crest A Bond ⁽³⁾	9,700,000		1,419,692		—		11,119,692
Avistar at the Oaks A Bond⁽³⁾	7,800,000		869,622		—		8,669,622
Avistar in 09 A Bond ⁽³⁾	6,735,000		750,885		—		7,485,885
Avistar on the Boulevard A Bond ⁽³⁾	16,525,000		2,418,599		—		18,943,599
Avistar on the Hills A Bond ⁽³⁾	5,389,000		743,520		—		6,132,520
Bella Vista ⁽¹⁾	6,490,000		625,571		—		7,115,571
Bridle Ridge ⁽¹⁾	7,655,000		659,249		—		8,314,249
Brookstone ⁽¹⁾	7,468,888		1,360,589		—		8,829,477
Bruton Apartments ⁽²⁾	18,145,000		1,455,955		—		19,600,955
Copper Gate Apartments ⁽³⁾	5,220,000		563,656		—		5,783,656
Cross Creek ⁽¹⁾	6,074,817		2,542,262		—		8,617,079
Decatur Angle ⁽²⁾	23,000,000		919,540		—		23,919,540
Greens Property A Bond ⁽³⁾	8,366,000		1,005,119		—		9,371,119
Harden Ranch A Bond ⁽³⁾	6,960,000		511,421		—		7,471,421
Lake Forest ⁽¹⁾	8,886,000		1,003,614		—		9,889,614
Live 929 Apartments ⁽²⁾	40,895,739		3,797,745		—		44,693,484
Pro Nova 2014-1 and 2014-2 ⁽²⁾	20,095,169		1,043,431		—		21,138,600
Ohio Properties A Bonds ⁽¹⁾	14,407,000		2,444,034		—		16,851,034
Runnymede ⁽¹⁾	10,440,000		1,385,910		—		11,825,910
Southpark ⁽¹⁾	11,842,206		3,743,692		—		15,585,898
The Palms at Premier Park Apartments ⁽³⁾	20,152,000		2,680,619		—		22,832,619
The Suites on Paseo ⁽²⁾	35,450,000		3,193,691		—		38,643,691
Tyler Park Apartments A Bond ⁽³⁾	6,075,000		345,060		—		6,420,060
Westside Village Market A Bond ⁽³⁾	3,970,000		225,496		—		4,195,496
Woodlynn Village ⁽¹⁾	4,390,000		376,706		—		4,766,706
Mortgage revenue bonds held in trust	$	338,861,752	$	39,561,340	$	—	$	378,423,092



	December 31, 2014
Description of Mortgage Revenue Bonds	Cost adjusted for pay-downs		Unrealized Gain		Unrealized Loss			Estimated Fair Value
Avistar at Chase Hill B Bond	$	965,000	$	144,769	$	—		$	1,109,769
Avistar at the Crest B Bond	759,000		124,286		—			883,286
Avistar at the Oaks B Bond	554,000		54,325		—			608,325
Avistar in 09 B Bond	457,000		50,608		—			507,608
Avistar on the Boulevard B Bond	451,000		73,851		—			524,851
Greens Property B Bond	945,638		376,203		—			1,321,841
Glenview Apartments	6,723,000		—		—			6,723,000
Harden Ranch B Bond	2,340,000		—		(1,501		)	2,338,499
Heritage Square	11,705,000		1,109,125		—			12,814,125
Montclair Apartments	3,458,000		—		—			3,458,000
Ohio Properties B Bonds	3,573,430		668,542		—			4,241,972
Renaissance	12,675,000		1,055,807		—			13,730,807
Santa Fe Apartments	4,736,000		—		—			4,736,000
Tyler Park Apartments B Bond	2,025,000		—		(17,395		)	2,007,605
Vantage at Harlingen	6,692,000		707,813		—			7,399,813
Vantage at Judson	6,049,000		717,230		—			6,766,230
Westside Village Market B Bond	1,430,000		—		(686		)	1,429,314
Mortgage revenue bonds	$	65,538,068	$	5,082,559	$	(19,582	)	$	70,601,045

The properties securing the Company’s mortgage revenue bonds are geographically dispersed throughout the United States with significant concentrations in California and Texas. As of March 31, 2015 and December 31, 2014, the concentration in California, as a percentage of principal outstanding, was approximately 19% and 18%, respectively. As of March 31, 2015 and December 31, 2014, the concentration in Texas, as a percentage of principal outstanding, was approximately 45% and 38%, respectively.

Valuation - As all of the Company’s investments in mortgage revenue bonds are classified as available-for-sale securities, they are carried on the balance sheet at their estimated fair values. As of March 31, 2015, the weighted average base rate of the mortgage revenue bonds reported in the condensed consolidated financial statements was approximately 6.0% per annum. Due to the limited market for the mortgage revenue bonds, these estimates of fair value do not necessarily represent what the Company would actually receive in a sale of the mortgage revenue bonds. There is no active trading market for the mortgage revenue bonds and price quotes for the mortgage revenue bonds are not generally available. As of March 31, 2015, all of the Company’s 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 mortgage revenue bonds. The effective yield analysis for each mortgage revenue bond considers the current market yield on similar mortgage revenue bonds as well as the debt service coverage ratio of each underlying property serving as collateral for the mortgage revenue bond. At March 31, 2015, the range of effective yields on the individual mortgage revenue bonds was 4.8% to 9.6% per annum. At December 31, 2014, the range of effective yields on the individual mortgage revenue bonds was 4.7% to 8.3% per annum. Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of these mortgage revenue bonds. Assuming a 10% adverse change in the key assumption, the effective yields on the individual mortgage revenue bonds would increase to a range of 5.2% to 10.5% per annum and would result in additional unrealized losses on the mortgage revenue bond portfolio of approximately $32.6 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 mortgage revenue bonds or other information from external sources, such as pricing services. Pricing services, broker quotes and management’s analyses provide indicative pricing only.

Unrealized gains or losses on these mortgage revenue 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 March 31, 2015, Harden Ranch B, Tyler Park Apartments B, and Westside Village Market B mortgage revenue bond investments have been in unrealized loss positions for greater than twelve months.

The Company owns 100% of the Residual Participation Receipts (“LIFERs”) in three tender option bond trusts (“PHC TOB Trusts”). At March 31, 2015, the PHC TOB Trusts own approximately $59.3 million of Public Housing Capital Fund Certificates (“PHC Certificates”) issued by three trusts (“PHC Trusts”) sponsored by Deutsche Bank (“DB”). The assets held by the PHC Trusts consist of 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 United States Department of Housing and Urban Development (“HUD”) under HUD’s Capital Fund Program established under the 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 of, or 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 determined that the three PHC TOB trusts are VIEs 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 would result from decisions made by the Company.



Description of Public Housing Capital Fund Trust Certificates	Cost adjusted for amortization of premium and discounts		Unrealized Gain		Unrealized Loss		Estimated Fair Value at December 31, 2014
Public Housing Capital Fund Trust Certificate I	$	27,414,100	$	933,789	$	—	$	28,347,889
Public Housing Capital Fund Trust Certificate II	11,999,721		152,293		—		12,152,014
Public Housing Capital Fund Trust Certificate III	20,474,100		289,120		—		20,763,220
	$	59,887,921	$	1,375,202	$	—	$	61,263,123

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. As of March 31, 2015, the weighted average base rate of the PHC Trust Certificates was approximately 5.0% per annum. 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 PHC 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. Management’s fair value estimates encompass judgment. Management’s estimates are compared to external pricing services when available.

At March 31, 2015 and December 31, 2014 the range of effective yields on the PHC Certificates were 4.2% to 5.4% per annum. Additionally, the Company calculated the sensitivity of the key assumption used in calculating the fair values of these PHC Certificates. Assuming a 10% adverse change in the key assumption, the effective yields on the PHC Certificates would increase to a range of 4.9% to 6.3% per annum and would result in additional unrealized losses on the PHC Certificates of approximately $2.3 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 other information from external sources, such as pricing services. Pricing services and management’s analysis provide indicative pricing only.



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)



Large accelerated filer o	Accelerated filer x	Non- accelerated filer o	Smaller reporting company o
		(do not check if a smaller reporting company)



Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	2,833,471	$	1,798,217
Distributions declared but not paid	$	7,607,693	$	8,295,025
Supplemental disclosure of non cash activities:
Capital expenditures financed through accounts and notes payable	$	56,806	$	3,475,757



Description of Public Housing Capital Fund Trust Certificates	Cost adjusted for amortization of premium and discounts		Unrealized Gain		Unrealized Loss			Estimated Fair Value at March 31, 2015
Public Housing Capital Fund Trust I	$	27,379,187	$	484,160	$	—		$	27,863,347
Public Housing Capital Fund Trust II	12,011,169		—		(40,868		)	11,970,301
Public Housing Capital Fund Trust III	20,483,912		—		(44,619		)	20,439,293
	$	59,874,268	$	484,160	$	(85,487	)	$	60,272,941



Average Remaining Lives (Years)	Investment Rating	Weighted Average Interest Rate over Life	Principal Outstanding March 31,


•	current maturities of our financing arrangements and our ability to renew or refinance such financing arrangements;


•	defaults on the mortgage loans securing our mortgage revenue bonds and mortgage-backed securities;


•	risks associated with investing in multifamily, student, senior citizen residential and commercial properties, including changes in business conditions and the general economy;


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


•	changes in government regulations affecting our business.


•	ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created in 2010 to hold mortgage revenue bonds in order to facilitate the Tax Exempt Bond Securitization (“TEBS”) Financing (“M24 TEBS Financing”) with Freddie Mac (Note 9).


•	ATAX TEBS II, LLC, a special purpose entity owned and controlled by the Partnership, created in 2014 to hold mortgage revenue bonds in order to facilitate the second TEBS Financing (“M31 TEBS Financing”) with Freddie Mac (Note 9).


•	Nine MF Properties which are either wholly or majority owned by subsidiaries of the Partnership.


•	The Partnership purchased approximately $17.1 million par value Series 2015A and approximately $2.1 million par value of Series 2015B mortgage revenue bonds. These mortgage revenue bonds are secured by Concord at Gulfgate Apartments, a 288 unit multifamily residential property located in Houston, Texas.