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

FORM 10-Q

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to
Commission File Number:  000-24843

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
(Exact name of registrant as specified in its charter)

Delaware
47-0810385
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
(Address of principal executive offices)
(Zip Code)
(402) 444-1630
(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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


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INDEX

PART I – FINANCIAL INFORMATION

Financial Statements (Unaudited)
 
 
 
Condensed Consolidated Balance Sheets
 
Condensed Consolidated Statements of Operations
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
 
Condensed Consolidated Statements of Partners’ Capital
 
Condensed Consolidated Statements of Cash Flows
 
Notes to Condensed Consolidated Financial Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures

PART II – OTHER INFORMATION

Risk Factors
 
Exhibits
 


 
 


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Forward-Looking Statements

This report (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements.  All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.  When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements.  We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations.  This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data.  This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.  We have not independently verified the statistical and other industry data generated by independent parties which are contained in this report and, accordingly, we cannot guarantee their accuracy or completeness.  

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

•
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 short-term interest rates;
•
our ability to use borrowings to finance our assets;
•
current uncertain economic and credit market conditions;
•
changes in the United States Department of Housing and Urban Development Capital Fund Program; and
•
changes in government regulations affecting our business.

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


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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
 
June 30,
2015
 
December 31,
2014
 
 
 
 
 
Assets
 
 
 
 
Cash and cash equivalents
 
$
2,628,814

 
$
49,157,571

Restricted cash
 
5,189,604

 
11,141,496

Interest receivable
 
5,326,150

 
4,121,486

Mortgage revenue bonds held in trust, at fair value (Notes 4 & 11)
 
408,239,988

 
378,423,092

Mortgage revenue bonds, at fair value (Note 4)
 
140,695,997

 
70,601,045

Public housing capital fund trusts, at fair value (Note 5)
 
58,991,437

 
61,263,123

Mortgage-backed securities, at fair value (Note 6)
 
14,647,377

 
14,841,558

Real estate assets: (Note 7)
 
 
 
 
Land and improvements
 
12,597,953

 
13,753,493

Buildings and improvements
 
103,858,432

 
110,706,173

Real estate assets before accumulated depreciation
 
116,456,385

 
124,459,666

Accumulated depreciation
 
(14,845,373
)
 
(14,108,154
)
Net real estate assets
 
101,611,012

 
110,351,512

Other assets (Note 8)
 
29,383,813

 
31,134,319

Assets held for sale (Note 9)
 
13,052,649

 
13,204,015

Total Assets
 
$
779,766,841

 
$
744,239,217

 
 
 
 
 
Liabilities
 
 
 
 
Accounts payable, accrued expenses, and other liabilities
 
$
4,987,833

 
$
4,123,346

Distribution payable
 
8,436,168

 
7,617,390

Lines of Credit (Note 10)
 
48,833,261

 
—

Debt financing (Note 11)
 
366,145,894

 
345,359,000

Mortgages payable (Note 12)
 
68,694,929

 
76,707,834

Derivative swap, at fair value (Note 14)
 
742,189

 
—

Liabilities held for sale (Note 9)
 
445,126

 
503,743

Total Liabilities
 
498,285,400

 
434,311,313

 
 
 
 
 
Commitments and Contingencies (Note 16)
 


 


 
 
 
 
 
Partners' Capital
 
 
 
 
General Partner (Note 2)
 
294,434

 
578,238

Beneficial Unit Certificate holders
 
302,360,501

 
330,457,117

Unallocated deficit of Consolidated VIEs
 
(21,169,668
)
 
(21,091,456
)
Total Partners' Capital
 
281,485,267

 
309,943,899

Noncontrolling interest (Note 7)
 
(3,826
)
 
(15,995
)
Total Capital
 
281,481,441

 
309,927,904

Total Liabilities and Partners' Capital
 
$
779,766,841

 
$
744,239,217

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


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AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
 
For the Three Months Ended,
 
For the Six Months Ended,
 
 
June 30, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Revenues:
 
 
 
 
 
 
 
 
Property revenues
 
$
4,086,061

 
$
3,134,220

 
$
8,388,362

 
$
6,284,564

Investment income
 
9,388,661

 
6,241,475

 
17,368,445

 
12,447,033

Gain on sale of MF Property
 
3,417,462

 
—

 
3,417,462

 
—

Gain on mortgage revenue bond - sale and redemption
 
—

 
849,655

 
—

 
3,684,898

Other interest income
 
227,383

 
242,077

 
451,923

 
450,900

Total revenues
 
17,119,567

 
10,467,427

 
29,626,192

 
22,867,395

Expenses:
 
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
 
2,275,275

 
1,807,044

 
4,746,305

 
3,457,691

Provision for loss on receivables
 
98,431

 
—

 
98,431

 
—

Depreciation and amortization
 
1,743,317

 
1,291,497

 
3,536,095

 
2,672,063

Interest
 
2,993,134

 
2,342,436

 
6,929,310

 
4,453,185

General and administrative
 
2,026,115

 
1,398,879

 
3,833,596

 
2,669,805

Total expenses
 
9,136,272

 
6,839,856

 
19,143,737

 
13,252,744

Income from continuing operations
 
7,983,295

 
3,627,571

 
10,482,455

 
9,614,651

Income from discontinued operations
 
238,287

 
30,512

 
262,715

 
90,158

Net income
 
8,221,582

 
3,658,083

 
10,745,170

 
9,704,809

Net income (loss) attributable to noncontrolling interest
 
311

 
(374
)
 
(580
)
 
(477
)
Net income - America First Multifamily Investors, L.P.
 
$
8,221,271

 
$
3,658,457

 
$
10,745,750

 
$
9,705,286

 
 
 
 
 
 
 
 
 
Net income (loss) allocated to:
 
 
 
 
 
 
 
 
General Partner
 
$
901,724

 
$
247,564

 
$
928,430

 
$
989,619

Limited Partners - Unitholders
 
7,251,593

 
3,552,575

 
9,895,532

 
8,970,120

Unallocated loss of Consolidated Property VIEs
 
67,954

 
(141,682
)
 
(78,212
)
 
(254,453
)
Noncontrolling interest
 
311

 
(374
)
 
(580
)
 
(477
)
 
 
$
8,221,582

 
$
3,658,083

 
$
10,745,170

 
$
9,704,809

Unitholders' interest in net income per unit (basic and diluted):
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
0.12

 
$
0.05

 
$
0.16

 
$
0.15

Income from discontinued operations
 
—

 
—

 
—

 
—

Net income, basic and diluted, per unit
 
$
0.12

 
$
0.05

 
$
0.16

 
$
0.15

Distributions declared, per unit
 
$
0.125

 
$
0.125

 
$
0.25

 
$
0.25

Weighted average number of units outstanding, basic and diluted
 
60,252,928

 
60,252,928

 
60,252,928

 
58,595,469


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

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AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)


 
 
For the Three Months Ended,
 
For the Six Months Ended,
 
 
June 30, 2015
 
June 30, 2014
 
June 30, 2015
 
June 30, 2014
Net income
 
$
8,221,582

 
$
3,658,083

 
$
10,745,170

 
$
9,704,809

Unrealized (loss) gain on securities
 
(17,206,872
)
 
15,715,046

 
(18,264,107
)
 
33,756,771

Unrealized (loss) gain on bond purchase commitments
 
(4,320,189
)
 
1,697,307

 
(4,896,414
)
 
5,186,544

Comprehensive (loss) income - America First Multifamily Investors, L.P.
 
$
(13,305,479
)
 
$
21,070,436

 
$
(12,415,351
)
 
$
48,648,124

 
 
 
 
 
 
 
 
 
Comprehensive income (loss) allocated to:
 
 
 
 
 
 
 
 
General Partner
 
$
686,453

 
$
421,688

 
$
696,825

 
$
1,379,052

Limited Partners - Unitholders
 
(14,060,197
)
 
20,790,804

 
(13,033,384
)
 
47,524,002

Unallocated gain (loss) of Consolidated Property VIEs
 
67,954

 
(141,682
)
 
(78,212
)
 
(254,453
)
Noncontrolling interest
 
311

 
(374
)
 
(580
)
 
(477
)
Comprehensive (loss) income - America First Multifamily Investors, L.P.
 
$
(13,305,479
)
 
$
21,070,436

 
$
(12,415,351
)
 
$
48,648,124


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



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AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
FOR THE SIX MONTHS ENDED JUNE 30, 2015 and 2014
(UNAUDITED)

 
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
(980,629
)
 
 
 
(15,063,232
)
 
—

 
—

 
(16,043,861
)
 
—

Sale of MF Property
—

 
 
 
—

 
—

 
12,749

 
12,749

 
—

Net income (loss)
928,430

 
 
 
9,895,532

 
(78,212
)
 
(580
)
 
10,745,170

 
—

Unrealized loss on securities
(182,641
)
 
 
 
(18,081,466
)
 
—

 
—

 
(18,264,107
)
 
(18,264,107
)
Unrealized loss on bond purchase commitments
(48,964
)
 
 
 
(4,847,450
)
 
—

 
—

 
(4,896,414
)
 
(4,896,414
)
Balance at June 30, 2015
$
294,434

 
60,252,928

 
$
302,360,501

 
$
(21,169,668
)
 
$
(3,826
)
 
$
281,481,441

 
$
28,537,897

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

 
51,288,699

 
—

 
—

 
51,288,699

 
—

Redemption and sale of mortgage revenue bonds
(24,137
)
 
 
 
(2,389,576
)
 
—

 
—

 
(2,413,713
)
 
(2,413,713
)
Sale of MBS
2,599

 
 
 
257,350

 
—

 
—

 
259,949

 
259,949

Distributions paid or accrued
(1,051,166
)
 
 
 
(15,063,232
)
 
—

 
—

 
(16,114,398
)
 
—

Net income (loss)
989,619

 
 
 
8,970,120

 
(254,453
)
 
(477
)
 
9,704,809

 
—

Unrealized gain on securities
337,568

 
 
 
33,419,203

 
—

 
—

 
33,756,771

 
33,756,771

Unrealized gain on bond purchase commitments
51,865

 
 
 
5,134,679

 
—

 
—

 
5,186,544

 
5,186,544

Balance at June 30, 2014
$
323,019

 
60,252,928

 
$
305,190,555

 
$
(20,710,349
)
 
$
(11,799
)
 
$
284,791,426

 
$
16,661,237

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


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AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
For Six Months Ended,
 
 
June 30, 2015
 
June 30, 2014
Cash flows from operating activities:
 
 
 
 
Net income
 
$
10,745,170

 
$
9,704,809

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization expense
 
3,775,215

 
3,138,342

Non-cash loss on derivatives
 
701,130

 
456,813

Bond premium/discount amortization
 
(73,787
)
 
(103,519
)
Gain on mortgage revenue bond - redemption
 
—

 
(3,684,898
)
Gain on the sale of an MF Property
 
(3,417,462
)
 
—

Changes in operating assets and liabilities, net of effect of acquisitions
 
 
 
 
Increase in interest receivable
 
(1,204,664
)
 
(490,040
)
Decrease (increase) in other assets
 
33,095

 
(463,950
)
Decrease (increase) in accounts payable and accrued expenses
 
496,386

 
(2,082,745
)
Net cash provided by operating activities
 
11,055,083

 
6,474,812

Cash flows from investing activities:
 
 
 
 
Capital expenditures
 
(1,166,051
)
 
(13,219,624
)
Acquisition of mortgage revenue bonds
 
(131,485,000
)
 
(36,385,127
)
Restructure and acquisition of interest rate derivative
 
10,500

 
(391,500
)
Proceeds from sale of MF Property
 
10,696,510

 
—

Proceeds from the mortgage revenue bond and MBS sale - redemption
 
—

 
35,483,230

Restricted cash - debt collateral released
 
1,280,000

 
1,999,973

Restricted cash - TEBS financing facility released
 
4,942,977

 
—

Principal payments received on mortgage revenue bonds
 
16,182,752

 
2,369,132

Increase in restricted cash
 
(42,138
)
 
(83,717
)
Net increase in notes receivable
 
(3,376,531
)
 
—

Acquisition of taxable bonds
 
(500,000
)
 
—

Principal payments received on taxable loans
 
70,819

 
—

Assets purchased - held for investment
 
(166,112
)
 
—

Net cash used in investing activities
 
(103,552,274
)
 
(10,227,633
)
Cash flows from financing activities:
 
 
 
 
Distributions paid
 
(15,225,083
)
 
(14,741,101
)
Proceeds from debt financing
 
48,285,000

 
17,250,000

Proceeds from the sale of beneficial unit certificates
 
—

 
54,740,000

Payment of offering costs related to the sale of beneficial unit certificates
 
—

 
(3,451,301
)
Principal payments on debt financing
 
(27,498,106
)
 
(30,056,000
)
Principal payments on mortgages payable
 
(8,012,906
)
 
(2,191,887
)
Principal borrowings on lines of credit
 
61,764,261

 
—

Principal payments on line of credit
 
(12,931,000
)
 
—

Principal borrowings on mortgages payable
 
—

 
14,652,293

Increase in liabilities related to restricted cash
 
42,138

 
83,717

Debt financing costs
 
(479,278
)
 
(584,431
)
Net cash provided by financing activities
 
45,945,026

 
35,701,290

Net (decrease) increase in cash and cash equivalents
 
(46,552,165
)
 
31,948,469

Cash and cash equivalents at beginning of period, including cash and cash equivalents of discontinued operations of $35,772 and $25,976, respectively
 
49,193,343

 
11,318,015

Cash and cash equivalents at end of period, including cash and cash equivalents of discontinued operations of $12,364 and $59,934, respectively
 
$
2,641,178

 
$
43,266,484


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AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - continued)

 
 
For Six Months Ended,
 
 
June 30, 2015
 
June 30, 2014
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid during the period for interest
 
$
6,236,193

 
$
4,015,785

Distributions declared but not paid
 
$
8,436,168

 
$
7,819,373

Supplemental disclosure of non cash activities:
 
 
 
 
Capital expenditures financed through accounts and notes payable
 
$
78,141

 
$
3,100,135

Commitment obligation for Live 929 Apartments
 
$
—

 
$
40,270,000


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


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2015
(UNAUDITED)

1.  Basis of Presentation

General
 
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.
 
Our general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or “General Partner”).  The general partner of AFCA2 is The Burlington Capital Group LLC (“Burlington”). The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partner interests to investors (“unitholders”).  The Partnership will terminate on December 31, 2050, unless terminated earlier under provisions of its Agreement of Limited Partnership of the Partnership.
 
The “Company” refers to the Partnership and the Consolidated VIEs (defined below). The Company’s 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 June 30, 2015, the consolidated subsidiaries of the Partnership (the “Consolidated Subsidiaries”) consist of:

•
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 (see Note 11).
•
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 (see Note 11).
•
Eight MF Properties which are either wholly or majority owned by subsidiaries of the Partnership.

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.


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The unallocated deficit of the Consolidated VIEs is primarily comprised of the accumulated historical net losses of the Consolidated VIEs since the applicable consolidation date. The unallocated deficit of the VIEs and the VIEs’ net losses subsequent to that date are not allocated to the General Partner and unitholders as such activity is not contemplated by, or addressed in, the Agreement of Limited Partnership of the Partnership. The primary purpose of the Company is to acquire, hold, sell and otherwise deal with mortgage revenue bonds and other instruments which have been issued to provide construction and/or permanent financing for Residential Properties and other commercial properties. The Mortgage Revenue Bonds, the Public Housing Capital Fund Trust, and the Mortgage-Backed Securities segments fulfill this purpose, are long-term investments, and the properties which collateralize the mortgage revenue bonds are not owned or managed by the Company. The MF Property segment is comprised of indirectly owned, actively managed, and controlled multifamily properties. The MF Properties included in this segment are typically financed with third party mortgages.

Effective during the three months ended June 30, 2015, the Company changed its reportable segments due to the classification of the Company’s Consolidated VIEs as discontinued operations. The Consolidated VIE segment was comprised of the results of operations of the underlying collateral for the related mortgage revenue bonds. The Company concluded its investment in the Consolidated VIE segment was not consistent with the Company’s portfolio of assets, as described above. As such, the Company decided to implement a strategic shift in direction by discontinuing its Consolidated VIE segment. This decision was made for the following reasons:
•
The risk profile of the Consolidated VIE segment was unique as the substance of the investment was the result of the operations of the underlying properties and not the mortgage revenue bonds (which is the form of the investment).The risk profile includes:
•The underlying properties thin capitalization,
•Related party ownership groups, and
•The lack of ultimate decision-making authority.
•
The stated purpose of the Company was not to manage properties without having some type of ownership or ability to control the underlying property.
•
Subsequent to the disposition of the Consolidated VIE properties by their owners, the Company does not plan to include this type of investment as part of its strategic direction.

As such, in April 2015, the Partnership entered into brokerage contracts to sell the Consolidated VIEs. As a result, these entities met the criteria for discontinued operations presentation and have been classified as such in the Company’s condensed consolidated financial statements for all periods presented (see Notes 3, 7, 9, and 19).  

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 Company’s 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 Company’s condensed consolidated financial statements should be read in conjunction with the Company’s 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 adjustments) necessary to present fairly the financial position on June 30, 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.

2.  Partnership Income, Expenses and Cash Distributions
 
The Agreement of Limited Partnership of the Partnership contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations and for the allocation of income and loss arising from a repayment, sale, or liquidation of investments.  Income and losses will be allocated to each unitholder on a periodic basis, as determined by the General Partner, based on the number of BUCs held by each unitholder on 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 on such date. For purposes of the Agreement of Limited Partnership of the Partnership, cash distributions, if any, received by the Partnership from its investment in MF Properties (see 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.


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Table of Contents

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.

3.  Variable Interest Entities

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 are 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.

On June 30, 2015 and December 31, 2014, the Partnership determined that twelve of the entities financed by mortgage revenue bonds owned by the Partnership were held by VIEs.  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 primary purpose of the Company is to acquire, hold, sell and otherwise deal with mortgage revenue bonds and other instruments which have been issued to provide construction and/or permanent financing for Residential Properties and other commercial properties. The Mortgage Revenue Bonds, the Public Housing Capital Fund Trust, and the Mortgage-Backed Securities segments fulfill this purpose, are long-term investments, and the properties which collateralize the mortgage revenue bonds are not owned or managed by the Company. The MF Property segment is comprised of indirectly owned, actively managed, and controlled multifamily properties. The MF Properties included in this segment are typically financed with third party mortgages.

The Company has classified the Consolidated VIEs as discontinued operations and has eliminated the Consolidated VIE segment as a reportable segment beginning with the three months ended June 30, 2015.

As such, in April 2015, the Partnership entered into separate brokerage contracts to sell Bent Tree and Fairmont Oaks. As a result, these entities met the criteria for discontinued operations presentation and have been classified as such in the Company’s condensed consolidated financial statements for all periods presented (see Notes 1, 7, 9, and 19).

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 include the entities’ ability to meet debt service obligations to the Partnership and the valuation of the underlying Residential Properties which serves as bond collateral.

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

Consolidated VIEs

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.  On June 30, 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 three individuals, one of which is a related party.  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.

10
Table of Contents

Non-Consolidated VIEs

The Company did not consolidate ten VIE entities on June 30, 2015 based on its determination of the primary beneficiary of these ten 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 the VIEs that most significantly impact the VIEs’ economic performance and, as a result, is not the primary beneficiary of these VIEs. 

The following table presents information regarding the non-consolidated VIEs held by the Company on June 30, 2015:

 
June 30, 2015
 
 Balance Sheet Classification
 
 Maximum Exposure to Loss
 
 Mortgage Revenue Bond
 
Property Loan
 
 Mortgage Revenue Bond
 
Property Loan
Ashley Square Apartments
$
5,495,037

 
$
1,482,000

 
$
5,129,000

 
$
7,737,434

Bruton Apartments
18,750,735

 
—

 
18,145,000

 
—

Cross Creek
8,575,187

 
3,593,117

 
6,088,948

 
3,593,117

Glenview Apartments
6,721,520

 
—

 
6,723,000

 
—

Harden Ranch
9,626,989

 
—

 
9,300,000

 
—

Montclair Apartments
3,460,656

 
—

 
3,458,000

 
—

Santa Fe Apartments
4,746,518

 
—

 
4,736,000

 
—

Silver Moon Lodge Apartments
8,000,000

 
2,819,166

 
8,000,000

 
2,819,166

Tyler Park Apartments
8,287,739

 
—

 
8,100,000

 
—

Westside Village Market
5,525,145

 
—

 
5,400,000

 
—

 
$
79,189,526

 
$
7,894,283

 
$
75,079,948

 
$
14,149,717


The mortgage revenue bonds are classified on the balance sheet as available for sale investments and are carried at fair value. Property loans are presented on the balance sheet as Other Assets and are carried at the unpaid principal less any loan loss reserves.  Note 4 includes additional information regarding the mortgage revenue bonds and Note 8 includes additional information regarding the property loans.  The maximum exposure to loss for the mortgage revenue bonds is equal to the unpaid principal balance on June 30, 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.


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Table of Contents

The following tables present the effects of the consolidation of the Consolidated VIEs on the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations on June 30, 2015 and December 31, 2014:

Condensed Consolidating Balance Sheets
 
 
 
Partnership on June 30, 2015
 
 Consolidated VIEs on June 30, 2015
 
 Consolidation -Elimination on June 30, 2015
 
 Total on June 30, 2015
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
2,628,814

 
$
—

 
$
—

 
$
2,628,814

Restricted cash
 
5,189,604

 
—

 
—

 
5,189,604

Interest receivable
 
5,326,150

 
—

 
—

 
5,326,150

Mortgage revenue bonds held in trust, at fair value
 
408,239,988

 
—

 
—

 
408,239,988

Mortgage revenue bonds, at fair value
 
140,695,997

 
—

 
—

 
140,695,997

Public housing capital fund trusts, at fair value
 
58,991,437

 
—

 
—

 
58,991,437

Mortgage-backed securities, at fair value
 
14,647,377

 
—

 
—

 
14,647,377

Real estate assets:
 
 
 
 
 
 
 
 
Land and improvements
 
12,597,953

 
—

 
—

 
12,597,953

Buildings and improvements
 
103,858,432

 
—

 
—

 
103,858,432

Real estate assets before accumulated depreciation
 
116,456,385

 
—

 
—

 
116,456,385

Accumulated depreciation
 
(14,845,373
)
 
—

 
—

 
(14,845,373
)
Net real estate assets
 
101,611,012

 
—

 
—

 
101,611,012

Other assets
 
29,383,813

 
—

 
—

 
29,383,813

Assets held for sale
 
27,075,726

 
13,296,290

 
(27,319,367
)
 
13,052,649

Total Assets
 
$
793,789,918

 
$
13,296,290

 
$
(27,319,367
)
 
$
779,766,841

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Accounts payable, accrued expenses and other liabilities
 
$
4,987,833

 
$
—

 
$
—

 
$
4,987,833

Distribution payable
 
8,436,168

 
—

 
—

 
8,436,168

Lines of Credit
 
48,833,261

 
—

 
—

 
48,833,261

Debt financing
 
366,145,894

 
—

 
—

 
366,145,894

Mortgage payable
 
68,694,929

 
—

 
—

 
68,694,929

Derivative swap
 
742,189

 
—

 
—

 
742,189

Liabilities held for sale
 
—

 
37,580,931

 
(37,135,805
)
 
445,126

Total Liabilities
 
497,840,274

 
37,580,931

 
(37,135,805
)
 
498,285,400

Partners' Capital
 
 
 
 
 
 
 
 
General Partner
 
294,434

 
—

 
—

 
294,434

Beneficial Unit Certificate holders
 
295,659,036

 
—

 
6,701,465

 
302,360,501

Unallocated loss of Consolidated VIEs
 
—

 
(24,284,641
)
 
3,114,973

 
(21,169,668
)
Total Partners' Capital
 
295,953,470

 
(24,284,641
)
 
9,816,438

 
281,485,267

Noncontrolling interest
 
(3,826
)
 
—

 
—

 
(3,826
)
Total Capital
 
295,949,644

 
(24,284,641
)
 
9,816,438

 
281,481,441

Total Liabilities and Partners' Capital
 
$
793,789,918

 
$
13,296,290

 
$
(27,319,367
)
 
$
779,766,841

 


12
Table of Contents

 
 
 Partnership on December 31, 2014
 
 Consolidated VIEs on December 31, 2014
 
 Consolidation -Elimination on December 31, 2014
 
 Total on December 31, 2014
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
49,157,571

 
$
—

 
$
—

 
$
49,157,571

Restricted cash
 
11,141,496

 
—

 
—

 
11,141,496

Interest receivable
 
4,121,486

 
—

 
—

 
4,121,486

Mortgage revenue bonds held in trust, at fair value
 
378,423,092

 
—

 
—

 
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

 
—

 
—

 
13,753,493

Buildings and improvements
 
110,706,173

 
—

 
—

 
110,706,173

Real estate assets before accumulated depreciation
 
124,459,666

 
—

 
—

 
124,459,666

Accumulated depreciation
 
(14,108,154
)
 
—

 
—

 
(14,108,154
)
Net real estate assets
 
110,351,512

 
—

 
—

 
110,351,512

Other assets
 
31,134,319

 
—

 
—

 
31,134,319

Assets held for sale
 
27,640,053

 
13,456,861

 
(27,892,899
)
 
13,204,015

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

 
$
—

 
$
—

 
$
4,123,346

Distribution payable
 
7,617,390

 
—

 
—

 
7,617,390

Debt financing
 
345,359,000

 
—

 
—

 
345,359,000

Mortgages payable
 
76,707,834

 
—

 
—

 
76,707,834

Liabilities held for sale
 
—

 
36,956,477

 
(36,452,734
)
 
503,743

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





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Table of Contents

Condensed Consolidating Statements of Operations for the three and six months ended June 30, 2015 and 2014:

 
 Partnership For the Three Months Ended June 30, 2015
 
 Consolidated VIEs For the Three Months Ended June 30, 2015
 
 Consolidation -Elimination For the Three Months Ended June 30, 2015
 
 Total For the Three Months Ended June 30, 2015
Revenues:
 
 
 
 
 
 
 
Property revenues
$
4,086,061

 
$
—

 
$
—

 
$
4,086,061

Investment income
9,388,661

 
—

 
—

 
9,388,661

Gain on sale of MF Property
3,417,462

 
—

 
—

 
3,417,462

Other interest income
227,383

 
—

 
—

 
227,383

Total revenues
17,119,567

 
—

 
—

 
17,119,567

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
2,275,275

 
—

 
—

 
2,275,275

Provision for loss on receivables
98,431

 
—

 
—

 
98,431

Depreciation and amortization
1,743,317

 
—

 
—

 
1,743,317

Interest
2,993,134

 
—

 
—

 
2,993,134

General and administrative
2,026,115

 
—

 
—

 
2,026,115

Total expenses
9,136,272

 
—

 
—

 
9,136,272

Income from continuing operations
7,983,295

 
—

 
—

 
7,983,295

Income (loss) from discontinued operations
170,333

 
(287,857
)
 
355,811

 
238,287

Net income (loss)
8,153,628

 
(287,857
)
 
355,811

 
8,221,582

Net income attributable to noncontrolling interest
311

 
—

 
—

 
311

Net income (loss) - America First Multifamily Investors, L. P.
$
8,153,317

 
$
(287,857
)
 
$
355,811

 
$
8,221,271

 
 
 
 
 
 
 
 
 
 Partnership For the Three Months Ended June 30, 2014
 
 Consolidated VIEs For the Three Months Ended June 30, 2014
 
 Consolidation -Elimination For the Three Months Ended June 30, 2014
 
 Total For the Three Months Ended June 30, 2014
Revenues:
 
 
 
 
 
 
 
Property revenues
$
3,134,220

 
$
—

 
$
—

 
$
3,134,220

Investment income
6,241,475

 
—

 
—

 
6,241,475

Gain on mortgage revenue bond redemption
849,655

 
—

 
—

 
849,655

Other interest income
242,077

 
—

 
—

 
242,077

Total revenues
10,467,427

 
—

 
—

 
10,467,427

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
1,807,044

 
—

 
—

 
1,807,044

Depreciation and amortization
1,291,497

 
—

 
—

 
1,291,497

Interest
2,342,436

 
—

 
—

 
2,342,436

General and administrative
1,398,879

 
—

 
—

 
1,398,879

Total expenses
6,839,856

 
—

 
—

 
6,839,856

Income from continuing operations
3,627,571

 
—

 
—

 
3,627,571

Income from discontinued operations
172,194

 
(477,027
)
 
335,345

 
30,512

Net income (loss)
3,799,765

 
(477,027
)
 
335,345

 
3,658,083

Net loss attributable to noncontrolling interest
(374
)
 
—

 
—

 
(374
)
Net income (loss) - America First Multifamily Investors, L. P.
$
3,800,139

 
$
(477,027
)
 
$
335,345

 
$
3,658,457


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Table of Contents

 
 
 
 
 
 
 
 
 
 Partnership For the Six Months Ended June 30, 2015
 
 Consolidated VIEs For the Six Months Ended June 30, 2015
 
 Consolidation -Elimination For the Six Months Ended June 30, 2015
 
 Total For the Six Months Ended June 30, 2015
Revenues:
 
 
 
 
 
 
 
Property revenues
$
8,388,362

 
$
—

 
$
—

 
$
8,388,362

Investment income
17,368,445

 
—

 
—

 
17,368,445

Gain on sale of MF Property
3,417,462

 
—

 
—

 
3,417,462

Other interest income
451,923

 
—

 
—

 
451,923

Total revenues
29,626,192

 
—

 
—

 
29,626,192

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
4,746,305

 
—

 
—

 
4,746,305

Provision for loss on receivables
98,431

 
—

 
—

 
98,431

Depreciation and amortization
3,536,095

 
—

 
—

 
3,536,095

Interest
6,929,310

 
—

 
—

 
6,929,310

   General and administrative
3,833,596

 
—

 
—

 
3,833,596

Total expenses
19,143,737

 
—

 
—

 
19,143,737

Income from continuing operations
10,482,455

 
—

 
—

 
10,482,455

Income from discontinued operations
340,927

 
(785,027
)
 
706,815

 
262,715

Net income (loss)
10,823,382

 
(785,027
)
 
706,815

 
10,745,170

  Net loss attributable to noncontrolling interest
(580
)
 
—

 
—

 
(580
)
Net income (loss) - America First Multifamily Investors, L. P.
$
10,823,962

 
$
(785,027
)
 
$
706,815

 
$
10,745,750

 
 
 
 
 
 
 
 
 
 Partnership For the Six Months Ended June 30, 2014
 
 Consolidated VIEs For the Six Months Ended June 30, 2014
 
 Consolidation -Elimination For the Six Months Ended June 30, 2014
 
 Total For the Six Months Ended June 30, 2014
Revenues:
 
 
 
 
 
 
 
Property revenues
$
6,284,564

 
$
—

 
$
—

 
$
6,284,564

Investment income
12,447,033

 
—

 
—

 
12,447,033

Gain on mortgage revenue bond redemption
3,684,898

 


 


 
3,684,898

Other interest income
450,900

 
—

 
—

 
450,900

Total revenues
22,867,395

 
—

 
—

 
22,867,395

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
3,457,691

 
—

 
—

 
3,457,691

Depreciation and amortization
2,672,063

 
—

 
—

 
2,672,063

Interest
4,453,185

 
—

 
—

 
4,453,185

General and administrative
2,669,805

 
—

 
—

 
2,669,805

Total expenses
13,252,744

 
—

 
—

 
13,252,744

Income from continuing operations
9,614,651

 
—

 
—

 
9,614,651

Income (loss) from discontinued operations
344,611

 
(921,125
)
 
666,672

 
90,158

Net income (loss)
9,959,262

 
(921,125
)
 
666,672

 
9,704,809

 Net loss attributable to noncontrolling interest
(477
)
 
—

 
—

 
(477
)
Net income (loss) - America First Multifamily Investors, L. P.
$
9,959,739

 
$
(921,125
)
 
$
666,672

 
$
9,705,286

 
 
 
 
 
 
 
 


15
Table of Contents

4.  Investments in Mortgage Revenue Bonds

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 on June 30, 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 (see Note 11). The Company’s investments in mortgage revenue bonds on the dates shown are as follows:
 
 
June 30, 2015
Description of Mortgage Revenue Bonds
 
Cost adjusted for pay-downs
 
Unrealized Gain
 
Unrealized Loss
 
Estimated Fair Value
Arbors at Hickory Ridge (3)
 
$
11,568,295

 
$
1,154,417

 
$
—

 
$
12,722,712

Ashley Square (1)
 
5,129,000

 
366,037

 
—

 
5,495,037

Avistar at Chase Hill A Bond (3)
 
9,978,838

 
678,363

 
—

 
10,657,201

Avistar at the Crest A Bond (3)
 
9,679,473

 
658,012

 
—

 
10,337,485

Avistar at the Oaks A Bond (3)
 
7,800,000

 
483,903

 
—

 
8,283,903

Avistar in 09 A Bond (3)
 
6,735,000

 
417,832

 
—

 
7,152,832

Avistar on the Boulevard A Bond (3)
 
16,490,029

 
803,567

 
—

 
17,293,596

Avistar on the Hills A Bond (3)
 
5,389,000

 
334,327

 
—

 
5,723,327

Bella Vista (1)
 
6,430,000

 
273,018

 
—

 
6,703,018

Bridle Ridge (1)
 
7,625,000

 
261,766

 
—

 
7,886,766

Brookstone (1)
 
7,469,480

 
1,323,274

 
—

 
8,792,754

Bruton Apartments (2)
 
18,145,000

 
605,735

 
—

 
18,750,735

Concord at Gulfgate A Bond (2)
 
17,060,000

 
255,307

 
—

 
17,315,307

Concord at Little York A Bond (2)
 
12,480,000

 
186,830

 
—

 
12,666,830

Concord at Williamcrest A Bond (2)
 
18,020,000

 
269,695

 
—

 
18,289,695

Copper Gate Apartments (3)
 
5,220,000

 
359,032

 
—

 
5,579,032

Cross Creek (1)
 
6,088,948

 
2,486,239

 
—

 
8,575,187

Decatur Angle (2)
 
23,000,000

 
—

 
—

 
23,000,000

Greens Property A Bond (3)
 
8,330,000

 
623,837

 
—

 
8,953,837

Harden Ranch A Bond (3)
 
6,960,000

 
333,237

 
—

 
7,293,237

Lake Forest (1)
 
8,826,000

 
752,993

 
—

 
9,578,993

Live 929 Apartments (2)
 
40,848,642

 
2,315,349

 
—

 
43,163,991

Pro Nova 2014-1 and 2014-2 (2)
 
19,384,710

 
278,718

 
—

 
19,663,428

Ohio Properties A Bonds (1)
 
14,359,000

 
1,729,764

 
—

 
16,088,764

Runnymede (1)
 
10,395,000

 
805,613

 
—

 
11,200,613

Southpark (1)
 
11,881,040

 
2,888,982

 
—

 
14,770,022

The Palms at Premier Park Apartments (3)
 
20,084,554

 
1,209,672

 
—

 
21,294,226

The Suites on Paseo A Bond (2)
 
35,450,000

 
752,249

 
—

 
36,202,249

Tyler Park Apartments A Bond (3)
 
6,075,000

 
199,990

 
—

 
6,274,990

Westside Village Market A Bond (3)
 
3,970,000

 
130,693

 
—

 
4,100,693

Woodlynn Village (1)
 
4,371,000

 
58,528

 
—

 
4,429,528

Mortgage revenue bonds held in trust
 
$
385,243,009

 
$
22,996,979

 
$
—

 
$
408,239,988

(1) Mortgage revenue bonds owned by ATAX TEBS I, LLC, see Note 11
(2) Mortgage revenue bonds held by Deutsche Bank in a secured financing transaction, see Note 11
(3) Mortgage revenue bonds owned by ATAX TEBS II, LLC, see Note 11


16
Table of Contents

 
 
June 30, 2015
Description of Mortgage Revenue Bonds
 
Cost adjusted for pay-downs
 
Unrealized Gain
 
Unrealized Loss
 
Estimated Fair Value
Avistar at Chase Hill B Bond
 
$
964,017

 
$
57,890

 
$
—

 
$
1,021,907

Avistar at the Crest B Bond
 
758,226

 
45,535

 
—

 
803,761

Avistar at the Oaks B Bond
 
554,000

 
33,453

 
—

 
587,453

Avistar in 09 B Bond
 
457,000

 
27,596

 
—

 
484,596

Avistar on the Boulevard B Bond
 
450,541

 
27,056

 
—

 
477,597

Concord at Gulfgate B Bond
 
2,125,000

 
541,585

 
—

 
2,666,585

Concord at Little York B Bond
 
960,000

 
244,667

 
—

 
1,204,667

Concord at Williamcrest B Bond
 
2,800,000

 
576,507

 
—

 
3,376,507

Glenview Apartments
 
6,723,000

 
—

 
(1,480
)
 
6,721,520

Greens Property B Bond
 
944,462