v2.4.0.8
Document and Entity Information
9 Months Ended
Sep. 30, 2014
Entity Registrant Name AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
Entity Central Index Key 0001059142
Current Fiscal Year End Date --12-31
Entity Filer Category Accelerated Filer
Document Type 10-Q
Document Period End Date Sep. 30, 2014
Document Fiscal Year Focus 2014
Document Fiscal Period Focus Q3
Amendment Flag false
Entity Common Stock, Units Outstanding 0
v2.4.0.8
Condensed Consolidated Balance Sheets (USD $)
Sep. 30, 2014
Dec. 31, 2013
Assets [Abstract]    
Cash and cash equivalents $ 64,511,676 $ 11,318,015
Restricted cash 11,108,005 6,845,543
Interest receivable 5,176,170 3,342,038
Mortgage revenue bonds held in trust, at fair value 350,940,711 216,371,801
Mortgage revenue bonds, at fair value 53,848,411 68,946,370
Public housing capital fund trusts, at fair value 60,537,086 62,056,379
Available-for-sale Securities, Fair Value Disclosure, Mortgage-backed Securities 38,878,702 37,845,661
Real estate assets:    
Land and improvements 11,083,192 11,081,992
Buildings and improvements 131,479,005 111,195,695
Real estate assets before accumulated depreciation 142,562,197 122,277,687
Accumulated depreciation (23,063,099) (19,128,753)
Net real estate assets 119,499,098 103,148,934
Other assets 31,508,014 24,358,291
Total assets 736,007,873 534,233,032
Liabilities [Abstract]    
Accounts payable, accrued expenses and other liabilities 7,401,339 5,450,694
Distribution payable 7,607,692 6,446,076
Debt financing 346,957,000 257,274,000
Mortgages payable 72,585,842 57,087,320
Bond Purchase Commitment - Fair Market Value Adjustment 0 4,852,177
Total Liabilities 434,551,873 331,110,267
Commitments and Contingencies      
Partners' Capital    
General Partner 491,349 16,671
Beneficial Unit Certificate holders 321,855,180 223,573,312
Unallocated deficit of Consolidated VIEs (20,875,581) (20,455,896)
Total Partners' Capital 301,470,948 203,134,087
Noncontrolling interest (14,948) (11,322)
Total Capital 301,456,000 203,122,765
Total Liabilities and Partners' Capital $ 736,007,873 $ 534,233,032
v2.4.0.8
Condensed Consolidated Statements of Operations (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Revenues [Abstract]        
Property revenues $ 4,474,551 $ 4,299,376 $ 12,345,539 $ 11,984,229
Investment income 6,958,323 5,247,808 19,405,356 17,559,622
Gain on sale of bonds 0 0 3,684,898 0
Contingent Interest Income 0 0 0 6,497,160
Interest Income, Operating 222,074 216,993 672,974 1,558,158
Other income 188,000 0 188,000 250,000
Total Revenues 11,842,948 9,764,177 36,296,767 37,849,169
Expenses [Abstract]        
Real estate operating (exclusive of items shown below) 2,590,602 2,609,955 6,961,065 6,982,316
Realized loss on taxable property loan 0 0 0 4,557,741
Provision for loan loss 75,000 72,000 75,000 168,000
Provision for loss on receivables 0 0 0 241,698
Depreciation and amortization 1,829,086 1,762,224 4,967,428 5,004,682
Interest 2,633,892 2,325,372 7,204,292 5,287,994
General and administrative 1,409,688 985,778 4,079,493 3,097,713
Total Expenses 8,538,268 7,755,329 23,287,278 25,340,144
Income (loss) from continuing operations 3,304,680 2,008,848 13,009,489 12,509,025
Income from discontinued operations 0 1,342,498 0 3,442,404
Net income (loss) 3,304,680 3,351,346 13,009,489 15,951,429
Net income (loss) attributable to noncontrolling interest 3,149 59,913 3,626 (263,584)
Net income (loss) - America First Tax Exempt Investors, L.P. 3,307,829 3,411,259 13,013,115 15,687,845
Net income (loss) allocated to:        
General Partner 34,731 373,696 1,024,350 1,393,480
Limited Partners - Unitholders 3,438,330 3,356,268 12,408,450 15,156,168
Unallocated loss of Consolidated VIEs (165,232) (318,705) (419,685) (861,803)
Noncontrolling interest $ (3,149) $ (59,913) $ (3,626) $ 263,584
Unitholders' interest in net income per unit (basic and diluted):        
Income from continuing operations $ 0.06 $ 0 $ 0.21 $ 0.27
Income from discontinued operations $ 0.00 $ 0.03 $ 0.00 $ 0.08
Net income (loss), basic and diluted, per unit $ 0.06 $ 0.08 $ 0.21 $ 0.35
Distributions declared, per unit $ 0.125 $ 0.125 $ 0.375 $ 0.375
Weighted average number of units outstanding, basic and diluted 60,252,928 42,772,928 59,154,027 42,772,928
v2.4.0.8
Condensed Consolidated Statements of Operations Parenthetical (USD $)
3 Months Ended
Sep. 30, 2013
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax $ 1,775,527
v2.4.0.8
Condensed Consolidated Statements of Comprehensive Income (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2013
Net income (loss) $ 3,304,680 $ 3,351,346 $ 13,009,489 $ 15,951,429
Unrealized Gain (Loss) on Securities     52,089,784 (29,501,541)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax (7,821,118)      
Net Income (Loss) Allocated to General Partners 34,731 373,696 1,024,350 1,393,480
Net income (loss) allocated to unitholders 3,438,330 3,356,268 12,408,450 15,156,168
Unallocated loss of Consolidated VIEs (165,232) (318,705) (419,685) (861,803)
Net income (loss) attributable to noncontrolling interest 3,149 59,913 3,626 (263,584)
Accumulated Other Comprehensive Income (Loss) [Member]
       
Net income (loss)     0 0
Unrealized Gain (Loss) on Securities     52,089,784 (29,501,541)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax (7,821,118)      
Net Income (Loss) Allocated to General Partners 222,869 133,443 1,601,921 1,098,465
Net income (loss) allocated to unitholders 22,064,015 (20,428,811) 69,588,017 (14,050,358)
Unallocated loss of Consolidated VIEs (165,232) (318,705) (419,685) (861,803)
Net income (loss) attributable to noncontrolling interest (3,149) (59,913) (3,626) 263,584
Comprehensive income - America First Tax Exempt Investors, L.P. 22,118,503 (20,673,986) 70,766,627 (13,550,112)
Mortgage revenue bonds [Member] | Accumulated Other Comprehensive Income (Loss) [Member]
       
Unrealized Gain (Loss) on Securities (16,179,249) (19,159,797) (52,089,784) (24,636,006)
Commitments [Member]
       
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax (2,600,000)   (7,800,000)  
Commitments [Member] | Accumulated Other Comprehensive Income (Loss) [Member]
       
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax $ (2,634,574) $ 4,865,535 $ (7,821,118) $ 4,865,535
v2.4.0.8
Condensed Consolidated Statements of Partners' Capital (USD $)
Total
USD ($)
General Partner
USD ($)
Number of Units
Beneficial Unit Certificate Holders
USD ($)
Unallocated Deficit of Consolidated VIEs
USD ($)
Noncontrolling Interest
USD ($)
Accumulated Other Comprehensive Income (Loss) [Member]
USD ($)
Ohio Properties [Member]
USD ($)
Ohio Properties [Member]
General Partner
USD ($)
Ohio Properties [Member]
Beneficial Unit Certificate Holders
USD ($)
Ohio Properties [Member]
Noncontrolling Interest
USD ($)
Ohio Properties [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
USD ($)
Greens of Pine Glen [Member]
USD ($)
Greens of Pine Glen [Member]
General Partner
USD ($)
Greens of Pine Glen [Member]
Beneficial Unit Certificate Holders
USD ($)
Greens of Pine Glen [Member]
Noncontrolling Interest
USD ($)
Greens of Pine Glen [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
USD ($)
Balance at Dec. 31, 2012 $ 183,970,931 $ (430,087)   $ 207,383,087 $ (25,035,808) $ 2,053,739 $ 7,161,381                    
Partners' Capital Account, Units at Dec. 31, 2012     42,772,928                            
Deconsolidation of Discontinued Operations               393,401 14,064 1,392,303 (1,012,966) 1,406,367 (1,314,018) 0 0 (1,314,018) 0
Proceeds from Sale of Available-for-sale Securities 0             (651,849) (6,518) (645,331) 0 (651,849)          
Foreclosure of Available-for-Sale Securities 0             4,080,734 40,807 4,039,927 0 4,080,734          
Distributions paid or accrued (16,672,028) (632,180)   (16,039,848) 0 0 0                    
Net income (loss) 15,951,429 1,393,480   15,156,168 (861,803) 263,584 0                    
Unrealized Gain (Loss) on Securities (29,501,541) (295,015)   (29,206,526) 0 0 (29,501,541)                    
Balance at Sep. 30, 2013 156,257,059 84,551   182,079,780 (25,897,611) (9,661) (17,504,908)                    
Balance at Dec. 31, 2013 203,122,765 16,671   223,573,312 (20,455,896) (11,322) (20,128,314)                    
Partners' Capital Account, Units at Dec. 31, 2013     51,052,928                            
Stock Issued During Period, Shares, New Issues     9,200,000                            
Proceeds from Issuance of Common Stock 51,288,699     51,288,699                          
Proceeds from Sale of Available-for-sale Securities (2,413,713) (24,137)   (2,389,576)     (2,413,713)                    
Realized Comprehensive Income from Redemption of Available-for-sale Security, Mortgage-backed Securities 259,949 2,599   257,350 0 0 259,949                    
Distributions paid or accrued (23,722,091) (1,127,243)   (22,594,848) 0 0 0                    
Net income (loss) 13,009,489 1,024,350   12,408,450 (419,685) (3,626) 0                    
Unrealized Gain (Loss) on Securities 52,089,784 520,898   51,568,886 0 0 52,089,784                    
Balance at Sep. 30, 2014 301,456,000 491,349   321,855,180 (20,875,581) (14,948) 37,628,824                    
Balance at Jun. 30, 2014                                  
Net income (loss) 3,304,680                                
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax 7,821,118 78,211   7,742,907 0 0 7,821,118                    
Balance at Sep. 30, 2014 $ 301,456,000 $ 491,349   $ 321,855,180 $ (20,875,581) $ (14,948) $ 37,628,824                    
v2.4.0.8
Condensed Consolidated Statements of Cash Flows (USD $)
9 Months Ended 12 Months Ended
Sep. 30, 2014
Sep. 30, 2013
Dec. 31, 2013
Cash flows from operating activities:      
Net income (loss) $ 13,009,489 $ 15,951,429  
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:      
Depreciation and amortization expense 4,967,428 5,014,542  
Provision for loan loss 75,000 168,000  
Provision for loss on receivables 0 241,698  
Non-cash gain (loss) on derivatives 766,105 304,085  
Bond discount and premium amortization and accretion (141,259) (249,476)  
Gain on sale of bonds (3,684,898) 0  
Gain on the sale of the Ohio Properties 0 (3,177,183)  
Contingent Interest Income 0 (6,497,160)  
Realized loss on taxable property loan 0 4,557,741  
Changes in operating assets and liabilities, net of effect of acquisitions      
Increase (decrease) in interest receivable (1,906,569) (5,453,828)  
(Increase) decrease in other assets (1,111,332) 967,217  
Increase (decrease) in accounts payable and accrued expenses (1,035,286) (753,912)  
Net cash provided (used) by operating activities 10,938,678 11,073,153  
Cash flows from investing activities:      
Capital expenditures (17,371,032) (6,903,635)  
Acquisition of tax-exempt mortgage revenue bonds (107,770,827) (72,752,000)  
Proceeds from the sale/redemption of bonds 35,483,230 21,935,343  
Acquisition of mortgage-backed securities 0 (27,778,000)  
Purchase of rate derivative (1,382,900) (793,000)  
Acquisition of partnerships, net of cash acquired 0 4,064,089  
Change in restricted cash - Greens Property sale 0 2,546,363  
Acquisition of mortgage-backed securities 0 (12,629,888)  
Acquisition of taxable bonds 0 2,918,000  
Deposit on MF Property 0 (100,000)  
Decrease in restricted cash (475,208) 68,418  
Net increase in notes receivable 138,693 402,000  
Proceeds from the sale of discontinued operations 0 22,610,000  
Restricted cash - debt collateral released 1,999,973 (4,500,000)  
Restricted cash - 2014 TEBS financing facility (6,252,000) 0  
Principal payments received on taxable bonds 6,665,718 1,776,418  
Net cash provided (used) by investing activities (89,241,739) (75,775,892)  
Cash flows from financing activities:      
Distributions paid (22,560,474) (16,838,315)  
Principal borrowings on mortgages payable 168,795,000 42,530,000  
Principal borrowing on line of credit 18,322,562 15,300,343  
Proceeds from sale of beneficial unit certificates 54,740,000 0  
Payments of Stock Issuance Costs (3,451,301) 0 (3,500,000)
Principal payments on debt and mortgage financing (79,112,000) (1,479,000)  
Repayments of Debt (2,824,041) (261,179)  
Net change in line of credit 0 16,015,900  
Principal payments on line of credit 0 (8,565,900)  
Increase (decrease) in liabilities related to restricted cash 475,208 (68,418)  
Debt financing costs 2,888,232 355,585  
Net cash (used) provided by financing activities 131,496,722 46,277,846  
Net increase (decrease) in cash and cash equivalents 53,193,661 (18,424,893)  
Cash and cash equivalents at beginning of period, including discontinued operations 11,318,015    
Cash and cash equivalents at end of period, including discontinued operations 64,511,676 11,906,607 11,318,015
Cash paid during the period for interest 6,043,660 4,657,186  
Distributions declared but not paid 7,607,693 5,400,622  
Capital expenditures financed through payables 3,005,210 1,110,092  
Conversion of Woodland Park mortgage revenue bond to MF Property 0 15,662,000  
Deconsolidation of the Ohio Properties - noncontrolling interest 0 2,326,984  
Taxable loans receivable - Ohio Properties $ 0 $ (2,086,236)  
v2.4.0.8
Condensed Consolidated Statements of Cash Flows Parenthetical Tagging (USD $)
Sep. 30, 2014
Dec. 31, 2013
Sep. 30, 2013
Dec. 31, 2012
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents $ 0 $ 0 $ 0 $ 158,727
v2.4.0.8
Basis of Presentation
9 Months Ended
Sep. 30, 2014
Basis of Presentation [Abstract]  
Basis of Presentation and Significant Accounting Policies [Text Block]
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 of multifamily residential 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 taxable property loans secured by multifamily 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 taxable mortgage loans through foreclosure in the event of a default.  In addition, the Partnership may acquire interests in multifamily apartment properties (“MF Properties”) in order to position itself for future investments in 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.
 
The “Company” refers to the consolidated financial statements reported in this Form 10-Q which include the assets, liabilities, and results of operations of the Partnership, its Consolidated Subsidiaries (defined below) and two entities in which the Partnership does not hold an ownership interest but which own multifamily apartment 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 September 30, 2014, the Consolidated Subsidiaries of the Partnership 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 with Freddie Mac (Note 10).
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 with Freddie Mac (Note 10).
Nine multifamily apartments (“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 its Consolidated Subsidiaries (hereafter the “Partnership”) without the Consolidated VIEs.  In the Company’s consolidated financial statements, all transactions and accounts between the Partnership, the Consolidated Subsidiaries and the Consolidated VIEs have been eliminated in consolidation.  The Partnership does not believe that the consolidation of VIEs for reporting under accounting principles generally accepted in the United States of America (“GAAP”) affects 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 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.

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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. These condensed consolidated financial statements and notes have been prepared consistently with the 2013 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 September 30, 2014, 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.

Subsequent to the issuance of the Company’s financial statements on Form 10-K for the period ended December 31, 2013, certain amounts included in the Consolidated Balance Sheet have been restated to correct an error related to the presentation of interest receivable on taxable loans.  Such correction recorded the loan loss reserve related to interest receivable against the interest receivable line of the consolidated balance sheet rather than against the other assets line, which includes the principle amount of taxable loans.   This correction resulted in a decrease in interest receivable and an increase in other assets of approximately $6.2 million.  This correction did not have an impact on total assets as reported in the Consolidated Balance Sheets and did not have an impact on the Consolidated Statements of Operations for all periods presented. The statement of cash flows has also been restated to reflect this adjustment. 

v2.4.0.8
Partnership Income, Expense and Cash Distributions
9 Months Ended
Sep. 30, 2014
Partnership Income, Expenses and Cash Distributions [Abstract]  
Partnership Income Expenses and Cash Distributions [Text Block]
Partnership Income, Expenses and Cash Distributions
 
The Agreement of Limited Partnership of the Partnership contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations and for the allocation of income and loss arising from a repayment, sale, or liquidation of investments.  Income and losses will be allocated to each unitholder on a periodic basis, as determined by the General Partner, based on the number of BUCs held by each unitholder as of the last day of the period for which such allocation is to be made. Distributions of Net Interest Income and Net Residual Proceeds will be made to each unitholder of record on the last day of each distribution period based on the number of BUCs held by each unitholder as of such date. For purposes of the Agreement of Limited Partnership, cash distributions, if any, received by the Partnership from its indirect interest 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.

v2.4.0.8
Variable Interest Entities
9 Months Ended
Sep. 30, 2014
Variable Interest Entities [Abstract]  
Variable interest entities [Text Block]
Variable Interest Entities

The Partnership invests in mortgage revenue bonds which have been issued to provide construction and/or permanent financing of multifamily residential apartments.  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 taxable property loans to the property owners which are secured by second mortgages on these properties.  Although each multifamily property 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.   

At September 30, 2014 and December 31, 2013, the Partnership determined that five 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, and Fairmont Oaks. 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. As of September 30, 2013, a fifth entity, Lake Forest, which is also financed by a mortgage revenue bond owned by the Partnership, was held by a VIE. Effective December 1, 2013, the ownership of Lake Forest became a not-for-profit entity and Lake Forest ceased to be reported as a Consolidated VIE.

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 multifamily apartment property 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.  At September 30, 2014 and December 31, 2013, 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 Capital Group, LLC (“Burlington”).

Non-Consolidated VIEs

The Company did not consolidate three VIE entities, Ashley Square, Bruton Apartments, and Cross Creek as of September 30, 2014 based on its determination of the primary beneficiary of these three 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.
 
Ashley Square –  Ashley Square Housing Cooperative acquired the ownership of the Ashley Square Apartments in December 2008 from Ashley Square LLC through a warranty deed of transfer and an assumption of debt.  This transfer of ownership constituted a reconsideration event as outlined in the consolidation guidance which triggered a re-evaluation of the holders of variable interests to determine the primary beneficiary of the VIE.  The capital structure of the VIE consists of senior debt, subordinated loans and equity capital.  The senior debt is in the form of mortgage revenue bonds that are 100% owned by the Partnership and account for the majority of the VIE’s total capital.  As the bondholder, the Partnership is entitled to principal and interest payments and has certain protective rights as established by the bond documents.  The VIE is organized as a housing cooperative and the 99% equity owner of this VIE is The Foundation for Affordable Housing (“FAH”), an unaffiliated Nebraska not-for-profit organization.  Additionally, this property is managed by Properties Management.

Bruton Apartments - Bruton Apartments Ltd. is the owner of Bruton Apartments. On August 1, 2014 Burton Apartments Ltd. entered into a new operating agreement with unaffiliated investors. At the time the mortgage revenue bonds were issued and purchased by the Partnership the unaffiliated investors had not contributed sufficient equity at risk pursuant to the Consolidation guidance. As a result Bruton Apartments is considered a VIE. As the Partnership does not have the power to direct the activities that most significantly impact the economic performance of the entity as such, the Partnership does not consolidate this VIE.

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


The following table presents information regarding the carrying value and classification of the assets held by the Partnership as of September 30, 2014 which constitute a variable interest in Ashley Square, Bruton Apartments, and Cross Creek.
 
Balance Sheet Classification
 
 Carrying Value
 
 Maximum Exposure to Loss
Ashley Square Apartments
 
 
 
 
 
Mortgage Revenue Bond
Bond Investment
 
$
5,583,142

 
$
5,174,000

Taxable Property Loan
Other Asset
 
1,482,000

 
7,392,872

 
 
 
$
7,065,142

 
$
12,566,872

Bruton Apartments
 
 
 
 
 
Mortgage Revenue Bond
Bond Investment
 
$
19,295,756

 
$
18,145,000

 
 
 
 
 
 
Cross Creek Apartments
 
 
 
 
 
Mortgage Revenue Bond
Bond Investment
 
$
8,347,096

 
$
6,067,212

Taxable Property Loans
Other Asset
 
3,498,615

 
3,498,615

 
 
 
$
11,845,711

 
$
9,565,827



The mortgage revenue bonds are classified on the balance sheet as available for sale investments and are carried at fair value while taxable 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 taxable property loans.  The maximum exposure to loss for the mortgage revenue bonds is equal to the unpaid principal balance as of September 30, 2014.  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 taxable property loan’s carrying value and the maximum exposure is the value of loan loss reserves that have been previously recorded against the outstanding taxable property loan balances.

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.

Condensed Consolidating Balance Sheets as of September 30, 2014 and December 31, 2013:
 
 
 
Partnership as of September 30, 2014
 
 Consolidated VIEs as of September 30, 2014
 
 Consolidation -Elimination as of September 30, 2014
 
 Total as of September 30, 2014
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
64,462,931

 
$
48,745

 
$

 
$
64,511,676

Restricted cash
 
10,405,986

 
702,019

 

 
11,108,005

Interest receivable
 
5,846,747

 

 
(670,577
)
 
5,176,170

Mortgage revenue bonds held in trust, at fair value
 
366,838,950

 

 
(15,898,239
)
 
350,940,711

Mortgage revenue bonds, at fair value
 
53,848,411

 

 

 
53,848,411

Public housing capital fund trusts, at fair value
 
60,537,086

 

 

 
60,537,086

Mortgage-backed securities, at fair value
 
38,878,702

 

 

 
38,878,702

Real estate assets:
 
 
 
 
 
 
 
 
Land and improvements
 
9,246,792

 
1,836,400

 

 
11,083,192

Buildings and improvements
 
110,347,211

 
21,131,794

 

 
131,479,005

Real estate assets before accumulated depreciation
 
119,594,003

 
22,968,194

 

 
142,562,197

Accumulated depreciation
 
(12,646,878
)
 
(10,416,221
)
 

 
(23,063,099
)
Net real estate assets
 
106,947,125

 
12,551,973

 

 
119,499,098

Other assets
 
42,146,347

 
322,924

 
(10,961,257
)
 
31,508,014

Total Assets
 
$
749,912,285

 
$
13,625,661

 
$
(27,530,073
)
 
$
736,007,873

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Accounts payable, accrued expenses and other liabilities
 
$
6,873,724

 
$
21,787,900

 
$
(21,260,285
)
 
$
7,401,339

Distribution payable
 
7,607,692

 

 

 
7,607,692

Debt financing
 
346,957,000

 

 

 
346,957,000

Mortgages payable
 
72,585,842

 
14,776,000

 
(14,776,000
)
 
72,585,842

Total Liabilities
 
434,024,258

 
36,563,900

 
(36,036,285
)
 
434,551,873

Partners' Capital
 
 
 
 
 
 
 
 
General Partner
 
491,349

 

 

 
491,349

Beneficial Unit Certificate holders
 
315,411,626

 

 
6,443,554

 
321,855,180

Unallocated deficit of Consolidated VIEs
 

 
(22,938,239
)
 
2,062,658

 
(20,875,581
)
Total Partners' Capital
 
315,902,975

 
(22,938,239
)
 
8,506,212

 
301,470,948

Noncontrolling interest
 
(14,948
)
 

 

 
(14,948
)
Total Capital
 
315,888,027

 
(22,938,239
)
 
8,506,212

 
301,456,000

Total Liabilities and Partners' Capital
 
$
749,912,285

 
$
13,625,661

 
$
(27,530,073
)
 
$
736,007,873

 

 
 
 Partnership as of December 31, 2013
 
 Consolidated VIEs as of December 31, 2013
 
 Consolidation -Elimination as of December 31, 2013
 
 Total as of December 31, 2013
Assets
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
11,292,039

 
$
25,976

 
$

 
$
11,318,015

Restricted cash
 
6,344,666

 
500,877

 

 
6,845,543

Interest receivable
 
5,281,398

 

 
(1,939,360
)
 
3,342,038

Mortgage revenue bonds held in trust, at fair value
 
230,885,864

 

 
(14,514,063
)
 
216,371,801

Mortgage revenue bonds, at fair value
 
68,946,370

 

 

 
68,946,370

Public housing capital fund trusts, at fair value
 
62,056,379

 

 

 
62,056,379

Mortgage-backed securities, at fair value
 
37,845,661

 

 

 
37,845,661

Real estate assets:
 
 
 
 
 
 
 
 
Land and improvements
 
9,245,592

 
1,836,400

 

 
11,081,992

Buildings and improvements
 
90,253,256

 
20,942,439

 

 
111,195,695

Real estate assets before accumulated depreciation
 
99,498,848

 
22,778,839

 

 
122,277,687

Accumulated depreciation
 
(9,386,811
)
 
(9,741,942
)
 

 
(19,128,753
)
Net real estate assets
 
90,112,037

 
13,036,897

 

 
103,148,934

Other assets
 
33,488,744

 
456,087

 
(9,586,540
)
 
24,358,291

Total Assets
 
$
546,253,158

 
$
14,019,837

 
$
(26,039,963
)
 
$
534,233,032

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Accounts payable, accrued expenses and other liabilities
 
$
4,963,653

 
$
20,634,613

 
$
(20,147,572
)
 
$
5,450,694

Distribution payable
 
6,446,076

 

 

 
6,446,076

Debt financing
 
257,274,000

 

 

 
257,274,000

Mortgages payable
 
57,087,320

 
14,897,000

 
(14,897,000
)
 
57,087,320

Bond purchase commitment at fair value
 
4,852,177
 

 

 
4,852,177
Total Liabilities
 
330,623,226

 
35,531,613

 
(35,044,572
)
 
331,110,267

Partners' Capital
 
 
 
 
 
 
 
 
General Partner
 
16,671

 

 

 
16,671

Beneficial Unit Certificate holders
 
215,624,583

 

 
7,948,729

 
223,573,312

Unallocated deficit of Consolidated VIEs
 

 
(21,511,776
)
 
1,055,880

 
(20,455,896
)
Total Partners' Capital
 
215,641,254

 
(21,511,776
)
 
9,004,609

 
203,134,087

Noncontrolling interest
 
(11,322
)
 

 

 
(11,322
)
Total Capital
 
215,629,932

 
(21,511,776
)
 
9,004,609

 
203,122,765

Total Liabilities and Partners' Capital
 
$
546,253,158

 
$
14,019,837

 
$
(26,039,963
)
 
$
534,233,032





Condensed Consolidating Statements of Operations for the three and nine months ended Septebmer 30, 2014 and 2013:

 
 Partnership For the Three Months Ended September 30, 2014
 
 Consolidated VIEs For the Three Months Ended September 30, 2014
 
 Consolidation -Elimination For the Three Months Ended September 30, 2014
 
 Total For the Three Months Ended September 30, 2014
Revenues:
 
 
 
 
 
 
 
Property revenues
$
3,675,140

 
$
799,411

 
$

 
$
4,474,551

Investment income
7,190,345

 

 
(232,022
)
 
6,958,323

Other interest income
222,074

 

 

 
222,074

Other income
188,000

 

 

 
188,000

Total revenues
11,275,559

 
799,411

 
(232,022
)
 
11,842,948

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
2,091,707

 
498,895

 

 
2,590,602

Provision for loan loss
75,000

 

 

 
75,000

Depreciation and amortization
1,595,360

 
240,410

 
(6,684
)
 
1,829,086

Interest
2,633,892

 
565,444

 
(565,444
)
 
2,633,892

General and administrative
1,409,688

 

 

 
1,409,688

Total expenses
7,805,647

 
1,304,749

 
(572,128
)
 
8,538,268

Net income (loss)
3,469,912

 
(505,338
)
 
340,106

 
3,304,680

Net loss attributable to noncontrolling interest
(3,149
)
 

 

 
(3,149
)
Net income (loss) - America First Multifamily Investors, L. P.
$
3,473,061

 
$
(505,338
)
 
$
340,106

 
$
3,307,829


 
 Partnership For the Three Months Ended September 30, 2013
 
 Consolidated VIEs For the Three Months Ended September 30, 2013
 
 Consolidation -Elimination For the Three Months Ended September 30, 2013
 
 Total For the Three Months Ended September 30, 2013
Revenues:
 
 
 
 
 
 
 
Property revenues
$
3,074,115

 
$
1,225,261

 
$

 
$
4,299,376

Investment income
5,623,450

 

 
(375,642
)
 
5,247,808

Other interest income
216,993

 

 

 
216,993

Total revenues
8,914,558

 
1,225,261

 
(375,642
)
 
9,764,177

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
1,794,008

 
815,947

 

 
2,609,955

Provision for loan loss
72,000

 

 

 
72,000

Depreciation and amortization
1,409,847

 
363,137

 
(10,760
)
 
1,762,224

Interest
2,325,372

 
832,719

 
(832,719
)
 
2,325,372

General and administrative
985,778

 

 

 
985,778

Total expenses
6,587,005

 
2,011,803

 
(843,479
)
 
7,755,329

Income (loss) from continuing operations
2,327,553

 
(786,542
)
 
467,837

 
2,008,848

Income from discontinued operations (including gain on sale of MF Properties of $1,041,656)
1,342,498

 

 

 
1,342,498

Net income (loss)
3,670,051

 
(786,542
)
 
467,837

 
3,351,346

Net loss attributable to noncontrolling interest
(59,913
)
 

 

 
(59,913
)
Net income (loss) - America First Multifamily Investors, L. P.
$
3,729,964

 
$
(786,542
)
 
$
467,837

 
$
3,411,259

 
 
 
 
 
 
 
 
 
 Partnership For the Nine Months Ended September 30, 2014
 
 Consolidated VIEs For the Nine Months Ended September 30, 2014
 
 Consolidation -Elimination For the Nine Months Ended September 30, 2014
 
 Total For the Nine Months Ended September 30, 2014
Revenues:
 
 
 
 
 
 
 
Property revenues
$
9,959,704

 
$
2,385,835

 
$

 
$
12,345,539

Mortgage revenue bond investment income
20,103,320

 

 
(697,964
)
 
19,405,356

Gain on mortgage revenue bonds - sale and redemption
3,684,898

 

 

 
3,684,898

Other interest income
672,974

 

 

 
672,974

Other income
188,000

 

 

 
188,000

Total revenues
34,608,896

 
2,385,835

 
(697,964
)
 
36,296,767

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
5,549,398

 
1,411,667

 

 
6,961,065

Provision for loan loss
75,000

 

 

 
75,000

Depreciation and amortization
4,271,539

 
715,995

 
(20,106
)
 
4,967,428

Interest
7,204,292

 
1,684,636

 
(1,684,636
)
 
7,204,292

   General and administrative
4,079,493

 

 

 
4,079,493

Total expenses
21,179,722

 
3,812,298

 
(1,704,742
)
 
23,287,278

Net income (loss)
13,429,174

 
(1,426,463
)
 
1,006,778

 
13,009,489

  Net loss attributable to noncontrolling interest
(3,626
)
 

 

 
(3,626
)
Net income (loss) - America First Multifamily Investors, L. P.
$
13,432,800

 
$
(1,426,463
)
 
$
1,006,778

 
$
13,013,115

 
 
 
 
 
 
 
 
 
 Partnership For the Nine Months Ended September 30, 2013
 
 Consolidated VIEs For the Nine Months Ended September 30, 2013
 
 Consolidation -Elimination For the Nine Months Ended September 30, 2013
 
 Total For the Nine Months Ended September 30, 2013
Revenues:
 
 
 
 
 
 
 
Property revenues
$
8,325,593

 
$
3,658,636

 
$

 
$
11,984,229

Investment income
18,689,649

 

 
(1,130,027
)
 
17,559,622

Contingent interest income
6,497,160

 

 

 
6,497,160

Other interest income
1,558,158

 

 

 
1,558,158

Other income
250,000

 

 

 
250,000

Total revenues
35,320,560

 
3,658,636

 
(1,130,027
)
 
37,849,169

Expenses:
 
 
 
 
 
 
 
Real estate operating (exclusive of items shown below)
4,632,958

 
2,349,358

 

 
6,982,316

Realized loss on taxable property loan
4,557,741

 

 

 
4,557,741

Provision for loan loss
168,000

 

 

 
168,000

Provision for loss on receivables
241,698

 

 

 
241,698

Depreciation and amortization
3,963,628

 
1,073,423

 
(32,369
)
 
5,004,682

Interest
5,287,994

 
2,477,348

 
(2,477,348
)
 
5,287,994

General and administrative
3,097,713

 

 

 
3,097,713

Total expenses
21,949,732

 
5,900,129

 
(2,509,717
)
 
25,340,144

Income (loss) from continuing operations
13,370,828

 
(2,241,493
)
 
1,379,690

 
12,509,025

Income from discontinued operations (including gain on sale of MF Properties of $3,177,183)
3,442,404

 

 

 
3,442,404

Net income (loss)
16,813,232

 
(2,241,493
)
 
1,379,690

 
15,951,429

 Net income attributable to noncontrolling interest
263,584

 

 

 
263,584

Net income (loss) - America First Multifamily Investors, L. P.
$
16,549,648

 
$
(2,241,493
)
 
$
1,379,690

 
$
15,687,845

v2.4.0.8
Investments in Mortgage Revenue Bonds
9 Months Ended
Sep. 30, 2014
Investments in Mortgage Revenue Bonds [Abstract]  
Investments in Debt and Equity Instruments, Cash and Cash Equivalents, Unrealized and Realized Gains (Losses) [Text Block]
Investments in Mortgage Revenue Bonds

The mortgage revenue bonds owned by the Company have been issued to provide construction and/or permanent financing of multifamily residential properties and do not include the mortgage revenue bonds issued with respect to properties owned by Consolidated VIEs at September 30, 2014 and December 31, 2013. Mortgage revenue bonds are either held directly by the Company or are held in trusts created in connection with debt financing transactions (Note 10). The Company had the following investments in mortgage revenue bonds as of dates shown:
 
 
September 30, 2014
Description of Mortgage Revenue Bonds
 
Cost adjusted for pay-downs
 
Unrealized Gain
 
Unrealized Loss
 
Estimated Fair Value
Arbors at Hickory Ridge (3)
 
11,572,252

 
1,530,105

 

 
13,102,357

Ashley Square (1)
 
5,174,000

 
409,142

 

 
5,583,142

Avistar at Chase Hill A Bond (3)
 
10,000,000

 
858,300

 

 
10,858,300

Avistar at the Crest A Bond (3)
 
9,700,000

 
1,079,610

 

 
10,779,610

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

 
416,832

 

 
8,216,832

Avistar in 09 A Bond (3)
 
6,735,000

 
359,918

 

 
7,094,918

Avistar on the Boulevard A Bond (3)
 
16,525,000

 
2,128,585

 

 
18,653,585

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

 
555,498