UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2022
OR
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 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.) |
|
|
|
14301 FNB Parkway, Suite 211, Omaha, Nebraska |
|
68154 |
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
(402) 952-1235 |
||
(Registrant’s telephone number, including area code)
|
||
N/A |
||
(Former name, former address and former fiscal year, if changed since last report) |
||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Beneficial Unit Certificates representing assignments of limited partnership interests in America First Multifamily Investors, L.P. |
ATAX |
The NASDAQ Stock Market, LLC |
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 ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
Emerging growth company |
☐ |
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of April 30, 2022, the registrant had approximately 22,017,914 Beneficial Unit Certificates representing assignments of limited partnership interests outstanding.
INDEX
PART I – FINANCIAL INFORMATION
|
|
4 |
||
|
|
|
4 |
|
|
|
|
5 |
|
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss) |
|
6 |
|
|
|
7 |
|
|
|
|
8 |
|
|
|
|
9 |
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
44 |
|
|
|
67 |
||
|
|
70 |
||
|
|
|
|
|
PART II – OTHER INFORMATION |
||||
|
|
71 |
||
|
|
71 |
||
|
72 |
|||
Forward-Looking Statements
This Quarterly 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 several 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 contained in this report, and accordingly, we cannot guarantee their accuracy or completeness. 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 heading “Risk Factors” in Item 1A of America First Multifamily Investors, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2021 and in this report.
These forward-looking statements are subject, but not limited, to various risks and uncertainties, including those relating to:
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 because of new information, future events or otherwise.
All references to “we,” “us,” “our” and the “Partnership” in this report mean America First Multifamily Investors, L.P. (“ATAX”), its wholly owned subsidiaries and its consolidated variable interest entities. See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report for additional details.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
118,330,462 |
|
|
$ |
68,285,501 |
|
Restricted cash |
|
|
44,125,301 |
|
|
|
83,646,969 |
|
Interest receivable, net |
|
|
7,001,608 |
|
|
|
9,234,412 |
|
Mortgage revenue bonds held in trust, at fair value (Note 6) |
|
|
714,524,298 |
|
|
|
750,934,848 |
|
Mortgage revenue bonds, at fair value (Note 6) |
|
|
20,431,600 |
|
|
|
42,574,996 |
|
Governmental issuer loans (Note 7) |
|
|
201,649,588 |
|
|
|
184,767,450 |
|
Real estate assets: (Note 8) |
|
|
|
|
|
|
||
Land and improvements |
|
|
7,411,079 |
|
|
|
7,411,079 |
|
Buildings and improvements |
|
|
73,062,928 |
|
|
|
72,998,475 |
|
Real estate assets before accumulated depreciation |
|
|
80,474,007 |
|
|
|
80,409,554 |
|
Accumulated depreciation |
|
|
(21,379,622 |
) |
|
|
(20,701,922 |
) |
Net real estate assets |
|
|
59,094,385 |
|
|
|
59,707,632 |
|
Investments in unconsolidated entities (Note 9) |
|
|
107,679,013 |
|
|
|
107,793,522 |
|
Property loans, net of loan loss allowances (Note 10) |
|
|
104,350,527 |
|
|
|
68,101,268 |
|
Other assets (Note 12) |
|
|
18,715,506 |
|
|
|
10,862,885 |
|
Total Assets |
|
$ |
1,395,902,288 |
|
|
$ |
1,385,909,483 |
|
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other liabilities (Note 13) |
|
$ |
12,537,279 |
|
|
$ |
13,664,212 |
|
Distribution payable |
|
|
9,721,430 |
|
|
|
12,757,459 |
|
Secured lines of credit (Note 14) |
|
|
30,199,000 |
|
|
|
45,714,000 |
|
Debt financing, net (Note 15) |
|
|
882,453,664 |
|
|
|
820,078,714 |
|
Mortgages payable and other secured financing, net (Note 16) |
|
|
26,683,361 |
|
|
|
26,824,543 |
|
Total Liabilities |
|
|
961,594,734 |
|
|
|
919,038,928 |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
Redeemable Preferred Units, $94.5 million redemption value, 9.5 million |
|
|
94,467,522 |
|
|
|
94,458,528 |
|
|
|
|
|
|
|
|
||
Partnersʼ Capital: |
|
|
|
|
|
|
||
General Partner (Note 1) |
|
|
588,267 |
|
|
|
765,550 |
|
Beneficial Unit Certificates ("BUCs," Note 1) |
|
|
339,251,765 |
|
|
|
371,646,477 |
|
Total Partnersʼ Capital |
|
|
339,840,032 |
|
|
|
372,412,027 |
|
Total Liabilities and Partnersʼ Capital |
|
$ |
1,395,902,288 |
|
|
$ |
1,385,909,483 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
For the Three Months Ended March 31, |
|||||||
|
|
2022 |
|
|
2021 |
|
|
||
Revenues: |
|
|
|
|
|
|
|
||
Investment income |
|
$ |
14,403,403 |
|
|
$ |
12,388,241 |
|
|
Property revenues |
|
|
1,927,001 |
|
|
|
1,694,524 |
|
|
Other interest income |
|
|
2,875,967 |
|
|
|
304,723 |
|
|
Total revenues |
|
|
19,206,371 |
|
|
|
14,387,488 |
|
|
Expenses: |
|
|
|
|
|
|
|
||
Real estate operating (exclusive of items shown below) |
|
|
1,064,562 |
|
|
|
1,007,840 |
|
|
Depreciation and amortization |
|
|
683,662 |
|
|
|
683,460 |
|
|
Interest expense |
|
|
3,937,131 |
|
|
|
5,226,475 |
|
|
General and administrative |
|
|
3,681,838 |
|
|
|
3,285,708 |
|
|
Total expenses |
|
|
9,367,193 |
|
|
|
10,203,483 |
|
|
Other Income: |
|
|
|
|
|
|
|
||
Gain on sale of investments in unconsolidated entities |
|
|
16,439,750 |
|
|
|
2,809,106 |
|
|
Income before income taxes |
|
|
26,278,928 |
|
|
|
6,993,111 |
|
|
Income tax expense |
|
|
14,910 |
|
|
|
257 |
|
|
Net income |
|
|
26,264,018 |
|
|
|
6,992,854 |
|
|
Redeemable Preferred Unit distributions and accretion |
|
|
(717,744 |
) |
|
|
(717,763 |
) |
|
Net income available to Partners |
|
$ |
25,546,274 |
|
|
$ |
6,275,091 |
|
|
|
|
|
|
|
|
|
|
||
Net income available to Partners allocated to: |
|
|
|
|
|
|
|
||
General Partner |
|
$ |
2,737,044 |
|
|
$ |
736,936 |
|
|
Limited Partners - BUCs |
|
|
22,729,198 |
|
|
|
5,526,202 |
|
|
Limited Partners - Restricted units |
|
|
80,032 |
|
|
|
11,953 |
|
|
|
|
$ |
25,546,274 |
|
|
$ |
6,275,091 |
|
|
BUC holders' interest in net income per BUC, basic and diluted |
|
$ |
1.03 |
|
* |
$ |
0.27 |
|
* |
Weighted average number of BUCs outstanding, basic |
|
|
22,016,636 |
|
* |
|
20,230,287 |
|
* |
Weighted average number of BUCs outstanding, diluted |
|
|
22,016,636 |
|
* |
|
20,230,287 |
|
* |
* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs. The amounts indicated in the Condensed Consolidated Statements of Operations have been adjusted to reflect the one-for-three reverse unit split on a retroactive basis.
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net income |
|
$ |
26,264,018 |
|
|
$ |
6,992,854 |
|
Unrealized loss on securities |
|
|
(47,751,656 |
) |
|
|
(16,298,797 |
) |
Unrealized loss on bond purchase commitments |
|
|
(819,081 |
) |
|
|
(120,970 |
) |
Comprehensive income (loss) |
|
$ |
(22,306,719 |
) |
|
$ |
(9,426,913 |
) |
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(UNAUDITED)
|
|
General Partner |
|
|
# of BUCs - |
|
|
BUCs |
|
|
Total |
|
|
Accumulated Other |
|
|||||
Balance as of December 31, 2021 |
|
$ |
765,550 |
|
|
|
22,094,159 |
|
|
$ |
371,646,477 |
|
|
$ |
372,412,027 |
|
|
$ |
114,040,260 |
|
Distributions paid or accrued ($0.33 per BUC):* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Distribution of Tier 2 income (Note 3) |
|
|
(2,430,358 |
) |
|
|
- |
|
|
|
(7,291,072 |
) |
|
|
(9,721,430 |
) |
|
|
- |
|
Net income allocable to Partners |
|
|
2,737,044 |
|
|
|
- |
|
|
|
22,809,230 |
|
|
|
25,546,274 |
|
|
|
- |
|
Restricted unit compensation expense |
|
|
1,739 |
|
|
|
- |
|
|
|
172,159 |
|
|
|
173,898 |
|
|
|
- |
|
Unrealized loss on securities |
|
|
(477,517 |
) |
|
|
- |
|
|
|
(47,274,139 |
) |
|
|
(47,751,656 |
) |
|
|
(47,751,656 |
) |
Unrealized loss on bond purchase commitments |
|
|
(8,191 |
) |
|
|
- |
|
|
|
(810,890 |
) |
|
|
(819,081 |
) |
|
|
(819,081 |
) |
Balance as of March 31, 2022 |
|
$ |
588,267 |
|
|
|
22,094,159 |
|
|
$ |
339,251,765 |
|
|
$ |
339,840,032 |
|
|
$ |
65,469,523 |
|
|
|
General Partner |
|
|
# of BUCs - |
|
|
BUCs |
|
|
Total |
|
|
Accumulated Other |
|
|||||
Balance as of December 31, 2020 |
|
$ |
934,892 |
|
|
|
20,274,558 |
|
|
$ |
358,837,150 |
|
|
$ |
359,772,042 |
|
|
$ |
132,594,007 |
|
Distributions paid or accrued ($0.27 per BUC):* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Regular distribution |
|
|
(34,013 |
) |
|
|
- |
|
|
|
(3,367,301 |
) |
|
|
(3,401,314 |
) |
|
|
- |
|
Distribution of Tier 2 income (Note 3) |
|
|
(702,277 |
) |
|
|
- |
|
|
|
(2,106,829 |
) |
|
|
(2,809,106 |
) |
|
|
- |
|
Net income allocable to Partners |
|
|
736,936 |
|
|
|
- |
|
|
|
5,538,155 |
|
|
|
6,275,091 |
|
|
|
- |
|
Restricted unit compensation expense |
|
|
781 |
|
|
|
- |
|
|
|
77,333 |
|
|
|
78,114 |
|
|
|
- |
|
Unrealized loss on securities |
|
|
(162,988 |
) |
|
|
- |
|
|
|
(16,135,809 |
) |
|
|
(16,298,797 |
) |
|
|
(16,298,797 |
) |
Unrealized loss on bond purchase commitments |
|
|
(1,210 |
) |
|
|
- |
|
|
|
(119,760 |
) |
|
|
(120,970 |
) |
|
|
(120,970 |
) |
Balance as of March 31, 2021 |
|
$ |
772,121 |
|
|
|
20,274,558 |
|
|
$ |
342,722,939 |
|
|
$ |
343,495,060 |
|
|
$ |
116,174,240 |
|
* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs. Per BUC amounts set forth in the Condensed Consolidated Statements of Partners’ Capital have been adjusted to reflect the one-for-three reverse unit split on a retroactive basis.
The accompanying notes are an integral part of the condensed consolidated financial statements.
7
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
26,264,018 |
|
|
$ |
6,992,854 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization expense |
|
|
683,662 |
|
|
|
683,460 |
|
Amortization of deferred financing costs |
|
|
451,472 |
|
|
|
206,386 |
|
Gain on sale of investments in unconsolidated entities |
|
|
(16,439,750 |
) |
|
|
(2,809,106 |
) |
Recovery of prior credit loss |
|
|
(5,279 |
) |
|
|
- |
|
Gain on derivatives, net of cash paid |
|
|
(2,394,986 |
) |
|
|
(5,873 |
) |
Restricted unit compensation expense |
|
|
173,898 |
|
|
|
78,114 |
|
Bond premium/discount amortization |
|
|
(109,021 |
) |
|
|
(34,531 |
) |
Debt premium amortization |
|
|
(10,148 |
) |
|
|
(10,136 |
) |
Deferred income tax expense & income tax payable/receivable |
|
|
14,909 |
|
|
|
257 |
|
Change in preferred return receivable from unconsolidated entities, net |
|
|
(191,505 |
) |
|
|
3,214,267 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
(Increase) decrease in interest receivable |
|
|
2,231,487 |
|
|
|
(584,560 |
) |
Increase in other assets |
|
|
(233,754 |
) |
|
|
(288,363 |
) |
Increase (decrease) in accounts payable and accrued expenses |
|
|
(1,127,714 |
) |
|
|
14,585 |
|
Net cash provided by operating activities |
|
|
9,307,289 |
|
|
|
7,457,354 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
(64,453 |
) |
|
|
(25,023 |
) |
Acquisition of and advances on mortgage revenue bonds |
|
|
(69,365,000 |
) |
|
|
(2,071,500 |
) |
Acquisition of and advances on taxable mortgage revenue bonds |
|
|
(6,325,000 |
) |
|
|
- |
|
Advances on governmental issuer loans |
|
|
(16,882,138 |
) |
|
|
(39,067,599 |
) |
Advances on taxable governmental issuer loan |
|
|
- |
|
|
|
(1,000,000 |
) |
Advances on property loans |
|
|
(38,638,389 |
) |
|
|
(3,000,000 |
) |
Contributions to unconsolidated entities |
|
|
(12,776,841 |
) |
|
|
(1,425,562 |
) |
Proceeds from sale of investments in unconsolidated entities |
|
|
28,679,750 |
|
|
|
13,234,106 |
|
Return of investments in unconsolidated entities |
|
|
842,855 |
|
|
|
- |
|
Principal payments received on mortgage revenue bonds and contingent interest |
|
|
79,635,980 |
|
|
|
8,778,919 |
|
Principal payments received on taxable mortgage revenue bonds |
|
|
2,558 |
|
|
|
2,337 |
|
Principal payments received on property loans and contingent interest |
|
|
3,250,980 |
|
|
|
- |
|
Net cash used in investing activities |
|
|
(31,639,698 |
) |
|
|
(24,574,322 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Distributions paid |
|
|
(13,466,209 |
) |
|
|
(4,395,033 |
) |
Proceeds from debt financing |
|
|
109,330,000 |
|
|
|
39,594,000 |
|
Principal payments on debt financing |
|
|
(46,527,429 |
) |
|
|
(1,317,897 |
) |
Principal payments on mortgages payable |
|
|
(141,268 |
) |
|
|
(124,489 |
) |
Principal borrowing on unsecured lines of credit |
|
|
- |
|
|
|
11,022,445 |
|
Principal payments on unsecured lines of credit |
|
|
- |
|
|
|
(18,497,445 |
) |
Principal payments on secured lines of credit |
|
|
(15,515,000 |
) |
|
|
- |
|
Increase (decrease) in security deposit liability related to restricted cash |
|
|
(6,259 |
) |
|
|
34,147 |
|
Debt financing and other deferred costs |
|
|
(818,133 |
) |
|
|
(648,623 |
) |
Net cash provided by financing activities |
|
|
32,855,702 |
|
|
|
25,667,105 |
|
Net increase in cash, cash equivalents and restricted cash |
|
|
10,523,293 |
|
|
|
8,550,137 |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
151,932,470 |
|
|
|
122,990,586 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
162,455,763 |
|
|
$ |
131,540,723 |
|
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
5,470,198 |
|
|
$ |
4,829,842 |
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
||
Distributions declared but not paid for BUCs and General Partner |
|
$ |
9,721,430 |
|
|
$ |
6,210,420 |
|
Distributions declared but not paid for Series A Preferred Units |
|
|
708,750 |
|
|
|
708,750 |
|
Capital expenditures financed through accounts payable |
|
|
- |
|
|
|
1,309 |
|
Deferred financing costs financed through accounts payable |
|
|
7,040 |
|
|
|
57,688 |
|
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of such amounts shown in the condensed consolidated statements of cash flows:
|
|
March 31, 2022 |
|
|
March 31, 2021 |
|
||
Cash and cash equivalents |
|
$ |
118,330,462 |
|
|
$ |
53,277,371 |
|
Restricted cash |
|
|
44,125,301 |
|
|
|
78,263,352 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
162,455,763 |
|
|
$ |
131,540,723 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
America First Multifamily Investors, L.P. (the “Partnership”) was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act primarily for the purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds (“MRBs”) that have been issued to provide construction and/or permanent financing for affordable multifamily and student housing residential properties and commercial properties. The Partnership has also invested in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. The Partnership expects and believes the interest earned on these MRBs and GILs is excludable from gross income for federal income tax purposes. The Partnership may also invest in other types of securities, including taxable MRBs and taxable GILs secured by real estate and may make property loans to multifamily residential properties which may or may not be financed by MRBs or GILs held by the Partnership and may or may not be secured by real estate.
The Partnership also makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or a sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until their “highest and best use” can be determined by management.
The Partnership is governed by the First Amended and Restated Agreement of Limited Partnership dated September 15, 2015, as further amended (the “Partnership Agreement”). Mortgage investments, as defined in the Partnership Agreement, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans. The Partnership Agreement authorizes the Partnership to make investments in tax-exempt securities other than in mortgage investments provided that the tax-exempt investments are rated in one of the four highest rating categories by a national securities rating agency. The Partnership Agreement also allows the Partnership to invest in other securities whose interest may be taxable for federal income tax purposes. Total tax-exempt investments and other investments cannot exceed 25% of the Partnership's total assets at the time of acquisition as required under the Partnership Agreement. Tax-exempt investments and other investments primarily consist of real estate assets and investments in unconsolidated entities. In addition, the amount of other investments is limited based on the conditions to the exemption from registration under the Investment Company Act of 1940.
The Partnership’s sole general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or “General Partner”). The general partner of AFCA 2 is Greystone AF Manager LLC (“Greystone Manager”), an affiliate of Greystone & Co. II LLC (collectively with its affiliates, “Greystone”).
The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partnership interests to investors (“BUC holders”). The Partnership has designated three series of non-cumulative, non-voting, non-convertible preferred units (collectively, the “Preferred Units”) that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Series A Preferred Units were previously issued pursuant to subscription agreements with five financial institutions and are redeemable in the future (Note 19). The Partnership had not yet issued Series A-1 Preferred Units or Series B Preferred Units as of March 31, 2022. The holders of the BUCs and Preferred Units are referred to herein collectively as “Unitholders.”
2. Summary of Significant Accounting Policies
Consolidation
The “Partnership,” as used herein, includes America First Multifamily Investors, L.P., its consolidated subsidiaries and consolidated variable interest entities (Note 5). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:
9
The Partnership also consolidates variable interest entities (“VIEs”) in which the Partnership is deemed to be the primary beneficiary.
Impairment of Mortgage Revenue Bonds and Taxable Mortgage Revenue Bonds
The Partnership accounts for its investments in MRBs and taxable MRBs under the accounting guidance for certain investments in debt and equity securities. The Partnership's investments in these instruments are classified as available-for-sale debt securities and are reported at their estimated fair value. The net unrealized gains or losses on these investments are reflected on the Partnership's condensed consolidated statements of comprehensive income. Unrealized gains and losses do not affect the cash flow of the bonds, distributions to Unitholders, or the characterization of the interest income of the financial obligation of the underlying collateral. See Note 22 for a description of the Partnership's methodology for estimating the fair value of MRBs and taxable MRBs.
The Partnership periodically reviews its MRBs and taxable MRBs for impairment. The Partnership evaluates whether unrealized losses are considered other-than-temporary impairments based on various factors including, but not necessarily limited to, the following:
While the Partnership evaluates all available information, it focuses specifically on whether the security’s estimated fair value is below amortized cost. If a MRB’s estimated fair value is below amortized cost, and the Partnership has the intent to sell or may be required to sell the MRB prior to the time that its value recovers or until maturity, the Partnership will record an other-than-temporary impairment through earnings equal to the difference between the MRB’s carrying value and its fair value. If the Partnership does not expect to sell an other-than-temporarily impaired MRB, only the portion of the other-than-temporary impairment related to credit losses is recognized through earnings as a provision for credit loss, with the remainder recognized as a component of other comprehensive income. In determining the provision for credit loss, the Partnership compares the present value of cash flows expected to be collected to the MRB’s amortized cost basis.
The recognition of other-than-temporary impairment, provision for credit loss, and the potential impairment analysis are subject to a considerable degree of judgment, the results of which, when applied under different conditions or assumptions, could have a material impact to the condensed consolidated financial statements. If the Partnership experiences deterioration in the values of its MRB portfolio, the Partnership may incur other-than-temporary impairments or provision for credit losses that could negatively impact the Partnership’s financial condition, cash flows, and reported earnings.
10
Estimates and assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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 in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such SEC rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading.
The Partnership’s condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021. These condensed consolidated financial statements and notes have been prepared consistently with the 2021 Form 10-K. In the opinion of management, all adjustments (consisting of normal and recurring accruals) necessary to present fairly the Partnership’s financial position as of March 31, 2022, and the results of operations for the interim periods presented, have been made. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual consolidated financial statements but does not contain all the footnote disclosures from the annual consolidated financial statements.
Risks and Uncertainties
During the first quarter of 2022, the Federal Reserve increased short-term interest rates for the first time since December 2018 and has signaled a series of future short-term interest rate increases to combat inflation in the broader economy. In addition, geopolitical conflicts have impacted the general global economic environment. These factors have caused volatility in the fixed income markets, which has impacted the value of some of the Partnership’s investment assets, particularly fixed-rate MRBs and taxable MRBs. In addition, increases in short-term interest rates will generally result in increases in the interest cost associated with variable rate debt financing arrangements. The extent to which general economic, geopolitical, and financial conditions will impact the Partnership’s financial condition or results of operations in the future is uncertain and actual results and outcomes could differ from current estimates.
Beneficial Unit Certificates (“BUCs”)
The Partnership has issued BUCs representing assigned limited partnership interests to investors. Costs related to the issuance of BUCs are recorded as a reduction to partners’ capital when issued. On April 1, 2022, the Partnership effected a one-for-three reverse unit split (“Reverse Unit Split”) of its outstanding BUCs. As a result of the Reverse Unit Split, holders of BUCs received one BUC for every three BUCs owned at the close of business on April 1, 2022. All fractional BUCs created by the Reverse Unit Split were rounded to the nearest whole BUC, with any fraction equal to or above 0.5 BUC rounded up to the next higher BUC, as provided by the Partnership Agreement. Immediately prior to the Reverse Unit Split, there were 66,049,908 BUCs issued and outstanding, and immediately after the Reverse Unit Split the number of issued and outstanding BUCs decreased to approximately 22,016,636. In connection with the Reverse Unit Split, the CUSIP number for the BUCs changed to 02364V 206. The BUCs continue to trade on the Nasdaq Global Select Market under the trading symbol “ATAX.” The Reverse Unit Split has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods presented in the Partnership’s condensed consolidated financial statements.
Restricted Unit Awards (“RUA” or “RUAs”)
The Partnership’s 2015 Equity Incentive Plan (the “Plan”), as approved by the BUC holders in September 2015, permits the grant of RUAs and other awards to the employees of Greystone Manager, or any affiliate, who performs services for Greystone Manager, the Partnership or an affiliate, and members of Greystone Manager’s Board of Managers. The Plan permits total grants of RUAs of up to 1.0 million BUCs, which reflects adjustments made to the number of BUCs that may be granted under the Plan as a result of the Reverse Unit Split.
RUAs have historically been granted with vesting conditions ranging from three months to up to three years. RUAs typically provide for the payment of distributions during the restriction period. The RUAs provide for accelerated vesting if there is a change in control, or upon death or disability of the participant. The Partnership accounts for forfeitures as they occur. Outstanding RUAs were adjusted on a one-for-three basis in conjunction with the Reverse Unit Split effected on April 1, 2022. The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The Partnership accounts for modifications
11
to RUAs as they occur, if the fair value of the RUAs change, there are changes to vesting conditions or the awards no longer qualify for equity classification.
Recently Issued Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326).” ASU 2016-13 enhances the methodology of measuring expected credit losses for financial assets to include the use of reasonable and supportable forward-looking information to better estimate credit losses. ASU 2016-13 also includes changes to the impairment model for available-for-sale debt securities such as the Partnership’s MRBs and taxable MRBs. In November 2019, the FASB issued ASU 2019-10 which amended the mandatory effective dates of certain ASUs, including ASU 2016-13, based on an entity’s filing status. As a smaller reporting company, ASU 2016-13 is effective for the Partnership on January 1, 2023. The Partnership regularly assesses its assets that are within the scope of ASU 2016-13 and has determined that the GILs, taxable GIL, property loans, receivables reported within other assets, financial guarantees, financial commitments, and interest receivable related to such assets, are within the scope of ASU 2016-13. Furthermore, the Partnership has begun developing data collection processes, assessment procedures and internal controls required to implement ASU 2016-13. The Partnership will continue to develop data collection processes, assessment procedures and internal controls that will be required when it does implement ASU 2016-13, and to evaluate the impact to the Partnership's condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities from March 12, 2020 through December 31, 2022. ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. The Partnership has evaluated its population of instruments indexed, either directly or indirectly, to LIBOR and is currently evaluating the impact that the adoption of ASU 2020-04 will have to the Partnership's condensed consolidated financial statements.
3. Partnership Income, Expenses and Cash Distributions
The Partnership Agreement 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 Preferred Units and 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 Preferred Units and BUCs held by each Unitholder on that date. Cash distributions are currently made on a quarterly basis.
For purposes of the Partnership Agreement, income and cash received by the Partnership from its investments in MF Properties, investments in unconsolidated entities, and property loans will be included in the Partnership’s Net Interest Income, and cash distributions received by the Partnership from the sale or redemption of such investments will be included in the Partnership’s Net Residual Proceeds.
The holders of the Preferred Units are entitled to distributions at a fixed rate per annum prior to payment of distributions to other Unitholders.
Net Interest Income (Tier 1) is allocated 99% to the limited partners and BUC holders as a class and 1% to the General Partner. Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) are allocated 75% to the limited partners and BUC holders as a class and 25% to the General Partner. Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) in excess of the maximum allowable amount as set forth in the Partnership Agreement are considered Net Interest Income (Tier 3) and Net Residual Proceeds (Tier 3) and are allocated 100% to the limited partners and BUC holders as a class.
4. Net income per BUC
The Partnership has disclosed basic and diluted net income per BUC in the Partnership's condensed consolidated statements of operations. The unvested RUAs issued under the Plan are considered participating securities and are potentially dilutive. There were no dilutive BUCs for the three months ended March 31, 2022 and 2021.
12
5. Variable Interest Entities
Consolidated Variable Interest Entities (“VIEs”)
The Partnership has determined the Tender Option Bond (“TOB”), Term TOB and TEBS financings are VIEs where the Partnership is the primary beneficiary. In determining the primary beneficiary of each VIE, the Partnership considered which party has the power to control the activities of the VIE which most significantly impact its financial performance, the risks that the entity was designed to create, and how each risk affects the VIE. The agreements related to the TOB, Term TOB and TEBS financings stipulate the Partnership has the sole right to cause the trusts to sell the underlying assets. If the underlying assets were sold, the extent to which the VIEs will be exposed to gains or losses would result from decisions made by the Partnership.
As the primary beneficiary, the Partnership reports the TOB, Term TOB and TEBS financings on a consolidated basis. The Partnership reports the Floater Certificates related to the TOB trust financings, and the Class A Certificates related to the Term TOB and TEBS financings as secured debt financings on the Partnership's condensed consolidated balance sheets (Note 15). The MRBs, GILs, property loans, taxable MRBs and taxable GIL secured by the TOB, Term TOB and TEBS financings, are reported as assets on the Partnership's condensed consolidated balance sheets (Notes 6, 7, 10 and 12).
The Partnership has determined its investment in Vantage at San Marcos is a VIE where the Partnership is the primary beneficiary. The Partnership may currently require the managing member of the VIE to purchase the Partnership’s equity investment in the VIE at a price equal to the Partnership’s carrying value. If the Partnership were to redeem its investment, the underlying assets of the property would likely need to be sold. If the underlying assets were sold, the extent to which the VIE will be exposed to gains or losses would result from decisions made by the Partnership. The Partnership’s option to redeem its investment in Vantage at San Marcos was not effective until the fourth quarter of 2021. As the primary beneficiary, the Partnership reports the assets and liabilities of Vantage at San Marcos on a consolidated basis, which consist of a real estate asset investment (Note 8), mortgage payable (Note 16), and current liabilities associated with the construction costs of a market-rate multifamily property (Note 13). If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the investment may be deconsolidated.
During 2021, the Partnership consolidated Vantage at Hutto and Vantage at Fair Oaks because it could require the managing member of the VIEs to purchase the Partnership's equity investments in the VIEs at a price equal to the Partnership's carrying value. The Partnership's right to require the managing members of the VIEs to purchase the Partnership's equity investments at a price equal to the Partnership's carrying values was terminated during 2021 upon construction commencement. As such, the Partnership was no longer the primary beneficiary of the VIEs and they were not reported on a consolidated basis as of December 31, 2021.
Non-Consolidated VIEs
The Partnership has variable interests in various entities in the form of MRBs, taxable MRBs, GILs, a taxable GIL, property loans and investments in unconsolidated entities. These variable interests do not allow the Partnership to direct the activities that most significantly impact the economic performance of such VIEs. As a result, the Partnership is not considered the primary beneficiary and does not consolidate the financial statements of these VIEs in the Partnership's condensed consolidated financial statements.
The Partnership held variable interests in 27 and 30 non-consolidated VIEs as of March 31, 2022 and December 31, 2021, respectively. The following table summarizes the Partnership’s maximum exposure to loss associated with its variable interests as of March 31, 2022 and December 31, 2021:
|
|
Maximum Exposure to Loss |
|
|||||
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Mortgage revenue bonds |
|
$ |
46,900,000 |
|
|
$ |
51,045,000 |
|
Taxable mortgage revenue bonds |
|
|
4,700,000 |
|
|
|
2,000,000 |
|
Governmental issuer loans |
|
|
201,649,588 |
|
|
|
184,767,450 |
|
Taxable governmental issuer loan |
|
|
1,000,000 |
|
|
|
1,000,000 |
|
Property loans |
|
|
85,686,466 |
|
|
|
47,274,576 |
|
Investments in unconsolidated entities |
|
|
107,679,013 |
|
|
|
107,793,522 |
|
|
|
$ |
447,615,067 |
|
|
$ |
393,880,548 |
|
The maximum exposure to loss for the MRBs and taxable MRBs is equal to the cost adjusted for paydowns. The difference between an MRB’s carrying value in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is a function of the unrealized gains or losses on the MRB.
The maximum exposure to loss for the GILs, taxable GIL, property loans and investments in unconsolidated entities is equal to the Partnership’s carrying value.
13
6. Mortgage Revenue Bonds
The Partnership’s MRBs provide construction and/or permanent financing for income-producing multifamily rental properties and a commercial property. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note 15). The MRBs bear interest at a fixed rate, with the exception of Ocotillo Springs - Series A and Residency at the Mayer - Series A. The Partnership had the following investments in MRBs as of March 31, 2022 and December 31, 2021:
|
|
March 31, 2022 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds Held in Trust |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Courtyard - Series A (4) |
|
CA |
|
$ |
9,946,753 |
|
|
$ |
1,024,604 |
|
|
$ |
- |
|
|
$ |
10,971,357 |
|
Glenview Apartments - Series A (3) |
|
CA |
|
|
4,415,410 |
|
|
|
496,271 |
|
|
|
- |
|
|
|
4,911,681 |
|
Harmony Court Bakersfield - Series A (4) |
|
CA |
|
|
3,626,724 |
|
|
|
346,376 |
|
|
|
- |
|
|
|
3,973,100 |
|
Harmony Terrace - Series A (4) |
|
CA |
|
|
6,714,249 |
|
|
|
720,471 |
|
|
|
- |
|
|
|
7,434,720 |
|
Harden Ranch - Series A (2) |
|
CA |
|
|
6,516,422 |
|
|
|
746,038 |
|
|
|
- |
|
|
|
7,262,460 |
|
Las Palmas II - Series A (4) |
|
CA |
|
|
1,645,451 |
|
|
|
162,484 |
|
|
|
- |
|
|
|
1,807,935 |
|
Montclair Apartments - Series A (3) |
|
CA |
|
|
2,392,074 |
|
|
|
250,115 |
|
|
|
- |
|
|
|
2,642,189 |
|
Montecito at Williams Ranch Apartments - Series A (6) |
|
CA |
|
|
7,553,341 |
|
|
|
1,118,902 |
|
|
|
- |
|
|
|
8,672,243 |
|
Montevista - Series A (6) |
|
CA |
|
|
6,690,631 |
|
|
|
1,200,903 |
|
|
|
- |
|
|
|
7,891,534 |
|
Ocotillo Springs - Series A (6), (7) |
|
CA |
|
|
15,000,000 |
|
|
|
- |
|
|
|
(139,407 |
) |
|
|
14,860,593 |
|
Residency at the Mayer - Series A (6) |
|
CA |
|
|
25,000,000 |
|
|
|
- |
|
|
|
- |
|
|
|
25,000,000 |
|
San Vicente - Series A (4) |
|
CA |
|
|
3,392,833 |
|
|
|
322,437 |
|
|
|
- |
|
|
|
3,715,270 |
|
Santa Fe Apartments - Series A (3) |
|
CA |
|
|
2,897,908 |
|
|
|
325,711 |
|
|
|
- |
|
|
|
3,223,619 |
|
Seasons at Simi Valley - Series A (4) |
|
CA |
|
|
4,176,070 |
|
|
|
575,731 |
|
|
|
- |
|
|
|
4,751,801 |
|
Seasons Lakewood - Series A (4) |
|
CA |
|
|
7,152,135 |
|
|
|
767,459 |
|
|
|
- |
|
|
|
7,919,594 |
|
Seasons San Juan Capistrano - Series A (4) |
|
CA |
|
|
12,041,860 |
|
|
|
1,292,150 |
|
|
|
- |
|
|
|
13,334,010 |
|
Summerhill - Series A (4) |
|
CA |
|
|
6,245,161 |
|
|
|
549,974 |
|
|
|
- |
|
|
|
6,795,135 |
|
Sycamore Walk - Series A (4) |
|
CA |
|
|
3,463,432 |
|
|
|
342,046 |
|
|
|
- |
|
|
|
3,805,478 |
|
The Village at Madera - Series A (4) |
|
CA |
|
|
2,999,583 |
|
|
|
308,984 |
|
|
|
- |
|
|
|
3,308,567 |
|
Tyler Park Townhomes - Series A (2) |
|
CA |
|
|
5,675,054 |
|
|
|
396,069 |
|
|
|
- |
|
|
|
6,071,123 |
|
Vineyard Gardens - Series A (6) |
|
CA |
|
|
3,931,794 |
|
|
|
569,580 |
|
|
|
- |
|
|
|
4,501,374 |
|
Westside Village Market - Series A (2) |
|
CA |
|
|
3,708,639 |
|
|
|
406,003 |
|
|
|
- |
|
|
|
4,114,642 |
|
Brookstone (1) |
|
IL |
|
|
7,322,902 |
|
|
|
1,516,656 |
|
|
|
- |
|
|
|
8,839,558 |
|
Copper Gate Apartments (2) |
|
IN |
|
|
4,900,000 |
|
|
|
253,847 |
|
|
|
- |
|
|
|
5,153,847 |
|
Renaissance - Series A (3) |
|
LA |
|
|
10,696,385 |
|
|
|
2,253,357 |
|
|
|
- |
|
|
|
12,949,742 |
|
Live 929 Apartments - Series 2022A (6) |
|
MD |
|
|
57,936,697 |
|
|
|
5,773,703 |
|
|
|
- |
|
|
|
63,710,400 |
|
Jackson Manor Apartments (6) |
|
MS |
|
|
6,900,000 |
|
|
|
- |
|
|
|
- |
|
|
|
6,900,000 |
|
Gateway Village (6) |
|
NC |
|
|
2,600,000 |
|
|
|
- |
|
|
|
- |
|
|
|
2,600,000 |
|
Greens Property - Series A (2) |
|
NC |
|
|
7,689,000 |
|
|
|
135,211 |
|
|
|
- |
|
|
|
7,824,211 |
|
Lynnhaven Apartments (6) |
|
NC |
|
|
3,450,000 |
|
|
|
- |
|
|
|
- |
|
|
|
3,450,000 |
|
Silver Moon - Series A (3) |
|
NM |
|
|
7,612,010 |
|
|
|
977,545 |
|
|
|
- |
|
|
|
8,589,555 |
|
Village at Avalon (5) |
|
NM |
|
|
16,038,361 |
|
|
|
2,330,496 |
|
|
|
- |
|
|
|
18,368,857 |
|
Bridle Ridge (1) |
|
SC |
|
|
7,100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
7,100,000 |
|
Columbia Gardens (4) |
|
SC |
|
|
12,679,859 |
|
|
|
1,027,108 |
|
|
|
- |
|
|
|
13,706,967 |
|
Companion at Thornhill Apartments (4) |
|
SC |
|
|
10,890,749 |
|
|
|
939,801 |
|
|
|
- |
|
|
|
11,830,550 |
|
Cross Creek (1) |
|
SC |
|
|
6,114,938 |
|
|
|
1,688,315 |
|
|
|
- |
|
|
|
7,803,253 |
|
The Palms at Premier Park Apartments (2) |
|
SC |
|
|
18,324,884 |
|
|
|
1,225,159 |
|
|
|
- |
|
|
|
19,550,043 |
|
Village at River's Edge (4) |
|
SC |
|
|
9,709,120 |
|
|
|
1,292,389 |
|
|
|
- |
|
|
|
11,001,509 |
|
Willow Run (4) |
|
SC |
|
|
12,504,579 |
|
|
|
1,011,658 |
|
|
|
- |
|
|
|
13,516,237 |
|
Arbors at Hickory Ridge (2) |
|
TN |
|
|
10,715,744 |
|
|
|
2,601,896 |
|
|
|
- |
|
|
|
13,317,640 |
|
Avistar at Copperfield - Series A (6) |
|
TX |
|
|
13,642,653 |
|
|
|
1,224,564 |
|
|
|
- |
|
|
|
14,867,217 |
|
Avistar at the Crest - Series A (2) |
|
TX |
|
|
8,991,425 |
|
|
|
1,013,603 |
|
|
|
- |
|
|
|
10,005,028 |
|
Avistar at the Oaks - Series A (2) |
|
TX |
|
|
7,271,220 |
|
|
|
843,460 |
|
|
|
- |
|
|
|
8,114,680 |
|
Avistar at the Parkway - Series A (3) |
|
TX |
|
|
12,543,135 |
|
|
|
1,320,391 |
|
|
|
- |
|
|
|
13,863,526 |
|
Avistar at Wilcrest - Series A (6) |
|
TX |
|
|
5,170,289 |
|
|
|
293,452 |
|
|
|
- |
|
|
|
5,463,741 |
|
Avistar at Wood Hollow - Series A (6) |
|
TX |
|
|
39,257,891 |
|
|
|
3,643,887 |
|
|
|
- |
|
|
|
42,901,778 |
|
Avistar in 09 - Series A (2) |
|
TX |
|
|
6,278,415 |
|
|
|
684,382 |
|
|
|
- |
|
|
|
6,962,797 |
|
Avistar on the Boulevard - Series A (2) |
|
TX |
|
|
15,317,864 |
|
|
|
1,624,101 |
|
|
|
- |
|
|
|
16,941,965 |
|
Avistar on the Hills - Series A (2) |
|
TX |
|
|
4,978,040 |
|
|
|
594,960 |
|
|
|
- |
|
|
|
5,573,000 |
|
Bruton Apartments (4) |
|
TX |
|
|
17,495,319 |
|
|
|
1,898,066 |
|
|
|
- |
|
|
|
19,393,385 |
|
Concord at Gulfgate - Series A (4) |
|
TX |
|
|
18,557,401 |
|
|
|
2,288,674 |
|
|
|
- |
|
|
|
20,846,075 |
|
Concord at Little York - Series A (4) |
|
TX |
|
|
13,000,337 |
|
|
|
1,695,377 |
|
|
|
- |
|
|
|
14,695,714 |
|
Concord at Williamcrest - Series A (4) |
|
TX |
|
|
20,138,915 |
|
|
|
2,554,888 |
|
|
|
- |
|
|
|
22,693,803 |
|
Crossing at 1415 - Series A (4) |
|
TX |
|
|
7,233,425 |
|
|
|
815,344 |
|
|
|
- |
|
|
|
8,048,769 |
|
Decatur Angle (4) |
|
TX |
|
|
22,023,746 |
|
|
|
1,497,620 |
|
|
|
- |
|
|
|
23,521,366 |
|
Esperanza at Palo Alto (4) |
|
TX |
|
|
19,033,576 |
|
|
|
3,014,169 |
|
|
|
- |
|
|
|
22,047,745 |
|
Heights at 515 - Series A (4) |
|
TX |
|
|
6,622,326 |
|
|
|
746,462 |
|
|
|
- |
|
|
|
7,368,788 |
|
Heritage Square - Series A (3) |
|
TX |
|
|
10,423,972 |
|
|
|
984,608 |
|
|
|
- |
|
|
|
11,408,580 |
|
Oaks at Georgetown - Series A (4) |
|
TX |
|
|
11,998,071 |
|
|
|
1,015,133 |
|
|
|
- |
|
|
|
13,013,204 |
|
Runnymede (1) |
|
TX |
|
|
9,675,000 |
|
|
|
- |
|
|
|
- |
|
|
|
9,675,000 |
|
Southpark (1) |
|
TX |
|
|
11,383,091 |
|
|
|
1,354,574 |
|
|
|
- |
|
|
|
12,737,665 |
|
15 West Apartments (4) |
|
WA |
|
|
9,512,911 |
|
|
|
1,686,767 |
|
|
|
- |
|
|
|
11,199,678 |
|
Mortgage revenue bonds held in trust |
|
|
|
$ |
648,919,774 |
|
|
$ |
65,743,931 |
|
|
$ |
(139,407 |
) |
|
$ |
714,524,298 |
|
14
|
|
March 31, 2022 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds held by the Partnership |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Lutheran Gardens |
|
CA |
|
$ |
10,352,000 |
|
|
$ |
204,631 |
|
|
$ |
- |
|
|
$ |
10,556,631 |
|
Solano Vista - Series A |
|
CA |
|
|
2,644,859 |
|
|
|
438,223 |
|
|
|
- |
|
|
|
3,083,082 |
|
Meadow Valley (1) |
|
MI |
|
|
100,000 |
|
|
|
- |
|
|
|
(1,000,766 |
) |
|
|
(900,766 |
) |
Greens Property - Series B |
|
NC |
|
|
919,300 |
|
|
|
24,961 |
|
|
|
- |
|
|
|
944,261 |
|
Provision Center 2014-1 |
|
TN |
|
|
4,298,735 |
|
|
|
- |
|
|
|
- |
|
|
|
4,298,735 |
|
Avistar at the Crest - Series B |
|
TX |
|
|
729,195 |
|
|
|
57,729 |
|
|
|
- |
|
|
|
786,924 |
|
Avistar at the Oaks - Series B |
|
TX |
|
|
533,956 |
|
|
|
39,826 |
|
|
|
- |
|
|
|
573,782 |
|
Avistar at the Parkway - Series B |
|
TX |
|
|
123,497 |
|
|
|
27,133 |
|
|
|
- |
|
|
|
150,630 |
|
Avistar in 09 - Series B |
|
TX |
|
|
440,466 |
|
|
|
32,853 |
|
|
|
- |
|
|
|
473,319 |
|
Avistar on the Boulevard - Series B |
|
TX |
|
|
433,290 |
|
|
|
31,712 |
|
|
|
- |
|
|
|
465,002 |
|
Mortgage revenue bonds held by the Partnership |
|
|
|
$ |
20,575,298 |
|
|
$ |
857,068 |
|
|
$ |
(1,000,766 |
) |
|
$ |
20,431,600 |
|
15
|
|
December 31, 2021 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds Held in Trust |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Courtyard - Series A (4) |
|
CA |
|
$ |
9,970,209 |
|
|
$ |
2,060,480 |
|
|
$ |
- |
|
|
$ |
12,030,689 |
|
Glenview Apartments - Series A (3) |
|
CA |
|
|
4,429,350 |
|
|
|
863,955 |
|
|
|
- |
|
|
|
5,293,305 |
|
Harmony Court Bakersfield - Series A (4) |
|
CA |
|
|
3,635,277 |
|
|
|
720,308 |
|
|
|
- |
|
|
|
4,355,585 |
|
Harmony Terrace - Series A (4) |
|
CA |
|
|
6,730,004 |
|
|
|
1,425,757 |
|
|
|
- |
|
|
|
8,155,761 |
|
Harden Ranch - Series A (2) |
|
CA |
|
|
6,538,111 |
|
|
|
1,285,747 |
|
|
|
- |
|
|
|
7,823,858 |
|
Las Palmas II - Series A (4) |
|
CA |
|
|
1,649,370 |
|
|
|
332,704 |
|
|
|
- |
|
|
|
1,982,074 |
|
Montclair Apartments - Series A (3) |
|
CA |
|
|
2,399,626 |
|
|
|
446,912 |
|
|
|
- |
|
|
|
2,846,538 |
|
Montecito at Williams Ranch Apartments - Series A (6) |
|
CA |
|
|
7,568,334 |
|
|
|
1,983,454 |
|
|
|
- |
|
|
|
9,551,788 |
|
Montevista - Series A (6) |
|
CA |
|
|
6,701,776 |
|
|
|
2,114,978 |
|
|
|
- |
|
|
|
8,816,754 |
|
Ocotillo Springs - Series A (6) |
|
CA |
|
|
15,000,000 |
|
|
|
271,172 |
|
|
|
- |
|
|
|
15,271,172 |
|
Residency at the Mayer - Series A (6) |
|
CA |
|
|
24,000,000 |
|
|
|
- |
|
|
|
- |
|
|
|
24,000,000 |
|
San Vicente - Series A (4) |
|
CA |
|
|
3,400,913 |
|
|
|
671,681 |
|
|
|
- |
|
|
|
4,072,594 |
|
Santa Fe Apartments - Series A (3) |
|
CA |
|
|
2,907,057 |
|
|
|
567,028 |
|
|
|
- |
|
|
|
3,474,085 |
|
Seasons at Simi Valley - Series A (4) |
|
CA |
|
|
4,188,582 |
|
|
|
1,011,623 |
|
|
|
- |
|
|
|
5,200,205 |
|
Seasons Lakewood - Series A (4) |
|
CA |
|
|
7,168,917 |
|
|
|
1,518,742 |
|
|
|
- |
|
|
|
8,687,659 |
|
Seasons San Juan Capistrano - Series A (4) |
|
CA |
|
|
12,070,116 |
|
|
|
2,557,065 |
|
|
|
- |
|
|
|
14,627,181 |
|
Summerhill - Series A (4) |
|
CA |
|
|
6,259,888 |
|
|
|
1,187,464 |
|
|
|
- |
|
|
|
7,447,352 |
|
Sycamore Walk - Series A (4) |
|
CA |
|
|
3,474,617 |
|
|
|
696,090 |
|
|
|
- |
|
|
|
4,170,707 |
|
The Village at Madera - Series A (4) |
|
CA |
|
|
3,006,656 |
|
|
|
621,367 |
|
|
|
- |
|
|
|
3,628,023 |
|
Tyler Park Townhomes - Series A (2) |
|
CA |
|
|
5,694,168 |
|
|
|
691,137 |
|
|
|
- |
|
|
|
6,385,305 |
|
Vineyard Gardens - Series A (6) |
|
CA |
|
|
3,939,476 |
|
|
|
987,782 |
|
|
|
- |
|
|
|
4,927,258 |
|
Westside Village Market - Series A (2) |
|
CA |
|
|
3,721,129 |
|
|
|
701,915 |
|
|
|
- |
|
|
|
4,423,044 |
|
Brookstone (1) |
|
IL |
|
|
7,334,161 |
|
|
|
1,903,086 |
|
|
|
- |
|
|
|
9,237,247 |
|
Copper Gate Apartments (2) |
|
IN |
|
|
4,900,000 |
|
|
|
433,436 |
|
|
|
- |
|
|
|
5,333,436 |
|
Renaissance - Series A (3) |
|
LA |
|
|
10,732,295 |
|
|
|
4,172,381 |
|
|
|
- |
|
|
|
14,904,676 |
|
Live 929 Apartments - 2014 Series A (6) |
|
MD |
|
|
36,169,147 |
|
|
|
573,155 |
|
|
|
- |
|
|
|
36,742,302 |
|
Jackson Manor Apartments (6) |
|
MS |
|
|
4,900,000 |
|
|
|
- |
|
|
|
- |
|
|
|
4,900,000 |
|
Gateway Village (6) |
|
NC |
|
|
2,600,000 |
|
|
|
90,861 |
|
|
|
- |
|
|
|
2,690,861 |
|
Greens Property - Series A (2) |
|
NC |
|
|
7,719,000 |
|
|
|
281,953 |
|
|
|
- |
|
|
|
8,000,953 |
|
Lynnhaven Apartments (6) |
|
NC |
|
|
3,450,000 |
|
|
|
115,328 |
|
|
|
- |
|
|
|
3,565,328 |
|
Silver Moon - Series A (3) |
|
NM |
|
|
7,629,704 |
|
|
|
1,868,323 |
|
|
|
- |
|
|
|
9,498,027 |
|
Village at Avalon (5) |
|
NM |
|
|
16,069,382 |
|
|
|
4,124,498 |
|
|
|
- |
|
|
|
20,193,880 |
|
Ohio Properties - Series A (1) |
|
OH |
|
|
13,580,000 |
|
|
|
- |
|
|
|
- |
|
|
|
13,580,000 |
|
Bridle Ridge (1) |
|
SC |
|
|
7,145,000 |
|
|
|
- |
|
|
|
- |
|
|
|
7,145,000 |
|
Columbia Gardens (4) |
|
SC |
|
|
12,725,440 |
|
|
|
2,003,599 |
|
|
|
- |
|
|
|
14,729,039 |
|
Companion at Thornhill Apartments (4) |
|
SC |
|
|
10,924,609 |
|
|
|
1,793,226 |
|
|
|
- |
|
|
|
12,717,835 |
|
Cross Creek (1) |
|
SC |
|
|
6,120,285 |
|
|
|
1,845,064 |
|
|
|
- |
|
|
|
7,965,349 |
|
The Palms at Premier Park Apartments (2) |
|
SC |
|
|
18,385,572 |
|
|
|
2,181,632 |
|
|
|
- |
|
|
|
20,567,204 |
|
Village at River's Edge (4) |
|
SC |
|
|
9,728,355 |
|
|
|
2,370,569 |
|
|
|
- |
|
|
|
12,098,924 |
|
Willow Run (4) |
|
SC |
|
|
12,549,146 |
|
|
|
1,974,479 |
|
|
|
- |
|
|
|
14,523,625 |
|
Arbors at Hickory Ridge (2) |
|
TN |
|
|
10,755,889 |
|
|
|
3,598,292 |
|
|
|
- |
|
|
|
14,354,181 |
|
Avistar at Copperfield - Series A (6) |
|
TX |
|
|
13,678,286 |
|
|
|
2,549,711 |
|
|
|
- |
|
|
|
16,227,997 |
|
Avistar at the Crest - Series A (2) |
|
TX |
|
|
9,022,172 |
|
|
|
1,926,825 |
|
|
|
- |
|
|
|
10,948,997 |
|
Avistar at the Oaks - Series A (2) |
|
TX |
|
|
7,295,334 |
|
|
|
1,578,333 |
|
|
|
- |
|
|
|
8,873,667 |
|
Avistar at the Parkway - Series A (3) |
|
TX |
|
|
12,579,783 |
|
|
|
2,353,247 |
|
|
|
- |
|
|
|
14,933,030 |
|
Avistar at Wilcrest - Series A (6) |
|
TX |
|
|
5,183,794 |
|
|
|
772,242 |
|
|
|
- |
|
|
|
5,956,036 |
|
Avistar at Wood Hollow - Series A (6) |
|
TX |
|
|
39,360,426 |
|
|
|
7,200,790 |
|
|
|
- |
|
|
|
46,561,216 |
|
Avistar in 09 - Series A (2) |
|
TX |
|
|
6,299,237 |
|
|
|
1,288,060 |
|
|
|
- |
|
|
|
7,587,297 |
|
Avistar on the Boulevard - Series A (2) |
|
TX |
|
|
15,370,243 |
|
|
|
3,165,575 |
|
|
|
- |
|
|
|
18,535,818 |
|
Avistar on the Hills - Series A (2) |
|
TX |
|
|
4,994,549 |
|
|
|
1,100,478 |
|
|
|
- |
|
|
|
6,095,027 |
|
Bruton Apartments (4) |
|
TX |
|
|
17,532,185 |
|
|
|
4,452,765 |
|
|
|
- |
|
|
|
21,984,950 |
|
Concord at Gulfgate - Series A (4) |
|
TX |
|
|
18,606,719 |
|
|
|
4,211,979 |
|
|
|
- |
|
|
|
22,818,698 |
|
Concord at Little York - Series A (4) |
|
TX |
|
|
13,034,887 |
|
|
|
3,055,517 |
|
|
|
- |
|
|
|
16,090,404 |
|
Concord at Williamcrest - Series A (4) |
|
TX |
|
|
20,192,436 |
|
|
|
4,651,973 |
|
|
|
- |
|
|
|
24,844,409 |
|
Crossing at 1415 - Series A (4) |
|
TX |
|
|
7,253,698 |
|
|
|
1,549,224 |
|
|
|
- |
|
|
|
8,802,922 |
|
Decatur Angle (4) |
|
TX |
|
|
22,074,594 |
|
|
|
4,731,759 |
|
|
|
- |
|
|
|
26,806,353 |
|
Esperanza at Palo Alto (4) |
|
TX |
|
|
19,071,622 |
|
|
|
5,317,911 |
|
|
|
- |
|
|
|
24,389,533 |
|
Heights at 515 - Series A (4) |
|
TX |
|
|
6,640,885 |
|
|
|
1,418,341 |
|
|
|
- |
|
|
|
8,059,226 |
|
Heritage Square - Series A (3) |
|
TX |
|
|
10,455,924 |
|
|
|
1,823,426 |
|
|
|
- |
|
|
|
12,279,350 |
|
Oaks at Georgetown - Series A (4) |
|
TX |
|
|
12,026,225 |
|
|
|
2,181,690 |
|
|
|
- |
|
|
|
14,207,915 |
|
Runnymede (1) |
|
TX |
|
|
9,675,000 |
|
|
|
99,489 |
|
|
|
- |
|
|
|
9,774,489 |
|
Southpark (1) |
|
TX |
|
|
11,365,100 |
|
|
|
1,542,509 |
|
|
|
- |
|
|
|
12,907,609 |
|
15 West Apartments (4) |
|
WA |
|
|
9,531,842 |
|
|
|
2,799,259 |
|
|
|
- |
|
|
|
12,331,101 |
|
Mortgage revenue bonds held in trust |
|
|
|
$ |
639,116,502 |
|
|
$ |
111,818,346 |
|
|
$ |
- |
|
|
$ |
750,934,848 |
|
16
|
|
December 31, 2021 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds held by the Partnership |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Lutheran Gardens |
|
CA |
|
$ |
10,352,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
10,352,000 |
|
Solano Vista - Series A |
|
CA |
|
|
2,649,291 |
|
|
|
744,617 |
|
|
|
- |
|
|
|
3,393,908 |
|
Live 929 Apartments - 2014 Series B |
|
MD |
|
|
17,344,000 |
|
|
|
- |
|
|
|
- |
|
|
|
17,344,000 |
|
Meadow Valley |
|
MI |
|
|
100,000 |
|
|
|
- |
|
|
|
- |
|
|
|
100,000 |
|
Greens Property - Series B |
|
NC |
|
|
920,637 |
|
|
|
46,672 |
|
|
|
- |
|
|
|
967,309 |
|
Ohio Properties - Series B |
|
OH |
|
|
3,465,270 |
|
|
|
- |
|
|
|
- |
|
|
|
3,465,270 |
|
Provision Center 2014-1 |
|
TN |
|
|
4,300,000 |
|
|
|
- |
|
|
|
- |
|
|
|
4,300,000 |
|
Avistar at the Crest - Series B |
|
TX |
|
|
730,612 |
|
|
|
122,646 |
|
|
|
- |
|
|
|
853,258 |
|
Avistar at the Oaks - Series B |
|
TX |
|
|
534,953 |
|
|
|
86,437 |
|
|
|
- |
|
|
|
621,390 |
|
Avistar at the Parkway - Series B |
|
TX |
|
|
123,598 |
|
|
|
37,590 |
|
|
|
- |
|
|
|
161,188 |
|
Avistar in 09 - Series B |
|
TX |
|
|
441,288 |
|
|
|
71,303 |
|
|
|
- |
|
|
|
512,591 |
|
Avistar on the Boulevard - Series B |
|
TX |
|
|
434,132 |
|
|
|
69,950 |
|
|
|
- |
|
|
|
504,082 |
|
Mortgage revenue bonds held by the Partnership |
|
|
|
$ |
41,395,781 |
|
|
$ |
1,179,215 |
|
|
$ |
- |
|
|
$ |
42,574,996 |
|
The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for additional information regarding the Partnership’s MRB funding commitments.
See Note 22 for a description of the methodology and significant assumptions used in determining the fair value of the MRBs. Unrealized gains or losses on the MRBs are recorded in the Partnership's condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the MRBs.
MRB Activity in the First Three Months of 2022
Restructurings:
In January 2022, the Live 929 Apartments property completed a restructuring of the Partnership’s MRBs and property loan. The Partnership’s Live 929 Apartments – 2014 Series A and Live 929 Apartments – 2014 Series B MRBs were redeemed at par plus accrued interest. The following tables summarizes the terms of the MRBs upon redemption:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Live 929 Apartments - 2014 Series A |
|
January |
|
Baltimore, MD |
|
|
575 |
|
|
7/1/2049 |
|
|
5.78 |
% |
|
$ |
39,445,000 |
|
Live 929 Apartments - 2014 Series B |
|
January |
|
Baltimore, MD |
|
|
575 |
|
|
7/1/2039 |
|
|
1.60 |
% |
|
|
21,610,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
61,055,000 |
|
||
Upon restructuring, the Partnership used the proceeds of the redeemed MRBs plus additional cash to acquire a new series of MRB secured by the Live 929 Apartments property, the Series 2022A MRB. The following tables summarizes the MRB that was acquired as part of the restructuring of the Live 929 Apartments MRBs:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
|
Principal Acquired |
|
|||
Live 929 Apartments - Series 2022A |
|
January |
|
Baltimore, MD |
|
|
575 |
|
|
1/1/2060 |
|
|
4.30 |
% |
|
$ |
66,365,000 |
|
In addition, a portion of the Live 929 Apartments property loan was redeemed as part of the restructuring, with proceeds used to acquire the new Live 929 Apartments Series 2022A MRB. The Partnership also acquired a taxable MRB which is reported in Other Assets (Note 12). The redemption of the prior Live 929 Apartments – 2014 Series A and 2014 Series B MRBs and property loan and acquisition of the new Live 929 Apartments Series 2022A MRB were accounted for as a troubled debt restructuring.
17
Redemptions:
The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the three months ended March 31, 2022:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Ohio Properties - Series A |
|
March |
|
(1) |
|
|
362 |
|
|
6/1/2050 |
|
|
7.00 |
% |
|
$ |
13,544,000 |
|
Ohio Properties - Series B |
|
March |
|
(1) |
|
|
362 |
|
|
6/1/2050 |
|
|
10.00 |
% |
|
|
3,459,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,003,840 |
|
||
MRB Activity in the First Three Months of 2021
Acquisitions:
There were no MRBs acquired during the three months ended March 31, 2021.
Redemptions:
The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the three months ended March 31, 2021:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Arby Road Apartments - Series A (1) |
|
March |
|
Las Vegas, NV |
|
|
180 |
|
|
10/1/2027 |
|
|
5.35 |
% |
|
$ |
1,600,000 |
|
Arby Road Apartments - Series A (1) |
|
March |
|
Las Vegas, NV |
|
|
180 |
|
|
4/1/2041 |
|
|
5.50 |
% |
|
|
5,785,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
7,385,000 |
|
||
The following table summarizes the changes in the Partnership’s allowance for credit losses for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Balance, beginning of period |
|
|
9,175,482 |
|
|
|
7,318,589 |
|
Other additions (1) |
|
|
860,533 |
|
|
|
|
|
Recovery of prior credit loss (2) |
|
|
(5,279 |
) |
|
|
|
|
Balance, end of period (3) |
|
$ |
10,030,736 |
|
|
$ |
7,318,589 |
|
7. Governmental Issuer Loans
The Partnership owns governmental issuer loans (“GILs”) that are issued by state or local governmental authorities to finance the construction of affordable multifamily properties. The Partnership expects and believes the interest earned on the GILs is excludable from gross income for federal income tax purposes. The GILs do not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any government pledged to the payment of principal or interest on the GILs. Each GIL is secured by a mortgage on all real and personal property of the affordable multifamily property. The GILs share first mortgage lien positions with property loans and/or taxable GILs also owned by the Partnership (Notes 10 and 12). Sources of the funds to pay principal and interest on a GIL consist of the net cash flow or the sale or refinancing proceeds from the secured property and limited-to-full payment guaranties provided by affiliates of the borrower. The Partnership has committed to provide
18
total funding for certain GILs on a draw-down basis during construction. All GILs were held in trust in connection with TOB trust financings as of March 31, 2022 and December 31, 2021 (Note 15). At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity if the property has reached stabilization and other conditions are met.
The Partnership had the following GIL investments as of March 31, 2022 and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
|
|||
Property Name |
|
Month |
|
Property |
|
Units |
|
Maturity |
|
Variable Interest |
|
Current Interest |
|
Amortized |
|
|
Scharbauer Flats Apartments (1) |
|
June 2020 |
|
Midland, TX |
|
300 |
|
1/1/2023 |
|
SIFMA + 3.10% |
|
3.61% |
|
$ |
40,000,000 |
|
Oasis at Twin Lakes (1) |
|
July 2020 |
|
Roseville, MN |
|
228 |
|
8/1/2023 |
|
SIFMA + 2.25% |
(3) |
2.76% |
|
|
34,000,000 |
|
Centennial Crossings (1) |
|
August 2020 |
|
Centennial, CO |
|
209 |
|
9/1/2023 |
|
SIFMA + 2.75% |
(3) |
3.26% |
|
|
33,080,000 |
|
Legacy Commons at Signal Hills (1) |
|
January 2021 |
|
St. Paul, MN |
|
247 |
|
2/1/2024 |
|
SOFR + 3.07% |
(3) |
3.57% |
|
|
34,620,000 |
|
Hilltop at Signal Hills (1) |
|
January 2021 |
|
St. Paul, MN |
|
146 |
|
8/1/2023 |
|
SOFR + 3.07% |
(3) |
3.57% |
|
|
24,450,000 |
|
Hope on Avalon |
|
January 2021 |
|
Los Angeles, CA |
|
88 |
|
2/1/2023 |
|
SIFMA + 3.75% |
(3) |
4.60% |
|
|
10,981,200 |
|
Hope on Broadway |
|
January 2021 |
|
Los Angeles, CA |
|
49 |
|
2/1/2023 |
|
SIFMA + 3.75% |
(3) |
4.60% |
|
|
8,691,245 |
|
Osprey Village (1) |
|
July 2021 |
|
Kissimmee, FL |
|
383 |
|
8/1/2024 |
|
SOFR + 3.07% |
(3) |
3.57% |
|
|
11,855,357 |
|
Willow Place Apartments (1) |
|
September 2021 |
|
McDonough, GA |
|
182 |
|
10/1/2024 |
|
SOFR + 3.30% |
(3) |
3.59% |
|
|
3,971,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
201,649,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2021 |
|
|||
Property Name |
|
Month |
|
Property |
|
Units |
|
Maturity |
|
Variable Interest |
|
Current Interest |
|
Amortized |
|
|
Scharbauer Flats Apartments (1) |
|
June 2020 |
|
Midland, TX |
|
300 |
|
1/1/2023 |
|
SIFMA + 3.10% |
|
3.20% |
|
$ |
40,000,000 |
|
Oasis at Twin Lakes (1) |
|
July 2020 |
|
Roseville, MN |
|
228 |
|
8/1/2023 |
|
SIFMA + 3.25% |
(3),(4) |
3.75% |
|
|
34,000,000 |
|
Centennial Crossings (1) |
|
August 2020 |
|
Centennial, CO |
|
209 |
|
9/1/2023 |
|
SIFMA + 2.75% |
(4) |
3.25% |
|
|
33,080,000 |
|
Legacy Commons at Signal Hills (1) |
|
January 2021 |
|
St. Paul, MN |
|
247 |
|
2/1/2024 |
|
SOFR + 3.07% |
(4) |
3.57% |
|
|
33,120,605 |
|
Hilltop at Signal Hills (1) |
|
January 2021 |
|
St. Paul, MN |
|
146 |
|
8/1/2023 |
|
SOFR + 3.07% |
(4) |
3.57% |
|
|
21,550,584 |
|
Hope on Avalon |
|
January 2021 |
|
Los Angeles, CA |
|
88 |
|
2/1/2023 |
|
SIFMA + 3.75% |
(4) |
4.60% |
|
|
9,981,200 |
|
Hope on Broadway |
|
January 2021 |
|
Los Angeles, CA |
|
49 |
|
2/1/2023 |
|
SIFMA + 3.75% |
(4) |
4.60% |
|
|
3,691,245 |
|
Osprey Village (1) |
|
July 2021 |
|
Kissimmee, FL |
|
383 |
|
8/1/2024 |
|
SOFR + 3.07% |
(4) |
3.57% |
|
|
6,372,030 |
|
Willow Place Apartments (1) |
|
September 2021 |
|
McDonough, GA |
|
182 |
|
10/1/2024 |
|
SOFR + 3.30% |
(4) |
3.55% |
|
|
2,971,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
184,767,450 |
|
19
The partnership has remaining commitments to provide additional funding of the GILs during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining GIL funding commitments.
Activity in the First Three Months of 2022
Acquisitions:
There were no GILs acquired during the three months ended March 31, 2022.
Activity in the First Three Months of 2021
Acquisitions:
During the three months ended March 31, 2021, the Partnership entered into multiple GIL commitments to provide construction financing for the underlying properties on a draw-down basis as summarized below.
8. Real Estate Assets
The following tables summarize information regarding the Partnership’s real estate assets as of March 31, 2022 and December 31, 2021:
Real Estate Assets as of March 31, 2022 |
|
|||||||||||||||||
Property Name |
|
Location |
|
Number of |
|
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
||||
Suites on Paseo |
|
San Diego, CA |
|
|
384 |
|
|
$ |
3,199,268 |
|
|
$ |
39,343,218 |
|
|
$ |
42,542,486 |
|
The 50/50 MF Property |
|
Lincoln, NE |
|
|
475 |
|
|
|
- |
|
|
|
33,036,781 |
|
|
|
33,036,781 |
|
Vantage at San Marcos |
|
San Marcos, TX |
|
(1) |
|
|
|
2,660,615 |
|
|
|
682,929 |
|
|
|
3,343,544 |
|
|
Land held for development |
|
|
|
(2) |
|
|
|
1,551,196 |
|
|
|
- |
|
|
|
1,551,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
80,474,007 |
|
|||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
(21,379,622 |
) |
|||
Net real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,094,385 |
|
|||
Real Estate Assets as of December 31, 2021 |
|
|||||||||||||||||
Property Name |
|
Location |
|
Number of |
|
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
||||
Suites on Paseo |
|
San Diego, CA |
|
|
384 |
|
|
$ |
3,199,268 |
|
|
$ |
39,302,507 |
|
|
$ |
42,501,775 |
|
The 50/50 MF Property |
|
Lincoln, NE |
|
|
475 |
|
|
|
- |
|
|
|
33,013,039 |
|
|
|
33,013,039 |
|
Vantage at San Marcos |
|
San Marcos, TX |
|
(1) |
|
|
|
2,660,615 |
|
|
|
682,929 |
|
|
|
3,343,544 |
|
|
Land held for development |
|
|
|
(2) |
|
|
|
1,551,196 |
|
|
|
- |
|
|
|
1,551,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
80,409,554 |
|
|||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,701,922 |
) |
|||
Net real estate assets |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
59,707,632 |
|
|||
9. Investments in Unconsolidated Entities
ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, has equity investment commitments and has made equity investments in unconsolidated entities. The carrying value of the equity investments represents the Partnership’s maximum exposure to loss. ATAX Vantage Holdings, LLC is the only limited equity investor in the unconsolidated entities. An affiliate of the unconsolidated entities guarantees ATAX Vantage Holdings, LLC’s return on its investments through a date approximately five years
20
after commencement of construction. The return on these investments earned by the Partnership is reported as “Investment income” in the Partnership's condensed consolidated statements of operations.
The following table provides the details of the investments in unconsolidated entities as of March 31, 2022 and December 31, 2021:
Property Name |
|
Location |
|
Units |
|
|
Construction Commencement Date |
|
Construction Completion Date |
|
Carrying Value as of March 31, 2022 |
|
|
Carrying Value as of December 31, 2021 |
|
|||
Vantage at Stone Creek |
|
Omaha, NE |
|
|
294 |
|
|
March 2018 |
|
April 2020 |
|
$ |
5,816,782 |
|
|
$ |
6,143,099 |
|
Vantage at Murfreesboro |
|
Murfreesboro, TN |
|
|
288 |
|
|
September 2018 |
|
October 2020 |
|
|
- |
|
|
|
12,240,000 |
|
Vantage at Coventry |
|
Omaha, NE |
|
|
294 |
|
|
September 2018 |
|
February 2021 |
|
|
7,095,074 |
|
|
|
7,611,614 |
|
Vantage at Conroe |
|
Conroe, TX |
|
|
288 |
|
|
April 2019 |
|
January 2021 |
|
|
10,849,625 |
|
|
|
11,164,625 |
|
Vantage at O'Connor |
|
San Antonio, TX |
|
|
288 |
|
|
October 2019 |
|
June 2021 |
|
|
8,826,063 |
|
|
|
9,109,343 |
|
Vantage at Westover Hills |
|
San Antonio, TX |
|
|
288 |
|
|
January 2020 |
|
July 2021 |
|
|
8,365,393 |
|
|
|
8,861,504 |
|
Vantage at Tomball |
|
Tomball, TX |
|
|
288 |
|
|
August 2020 |
|
N/A |
|
|
12,112,612 |
|
|
|
11,814,774 |
|
Vantage at Hutto |
|
Hutto, TX |
|
|
288 |
|
|
December 2021 |
|
N/A |
|
|
6,942,005 |
|
|
|
5,629,651 |
|
Vantage at Loveland |
|
Loveland, CO |
|
|
288 |
|
|
April 2021 |
|
N/A |
|
|
15,762,257 |
|
|
|
10,913,911 |
|
Vantage at Helotes |
|
Helotes, TX |
|
|
288 |
|
|
May 2021 |
|
N/A |
|
|
13,214,676 |
|
|
|
11,350,686 |
|
Vantage at Fair Oaks |
|
Boerne, TX |
|
|
288 |
|
|
September 2021 |
|
N/A |
|
|
10,670,724 |
|
|
|
6,424,306 |
|
Vantage at McKinney Falls |
|
McKinney Falls, TX |
|
|
288 |
|
|
December 2021 |
|
N/A |
|
|
8,023,802 |
|
|
|
6,530,009 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
107,679,013 |
|
|
$ |
107,793,522 |
|
|
The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining equity funding commitments.
Activity in the First Three Months of 2022
Sales Activity:
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2022:
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain on Sale |
|
||||
Vantage at Murfreesboro |
|
Murfreesboro, TN |
|
|
288 |
|
|
March 2022 |
|
$ |
29,258,279 |
|
|
$ |
657,937 |
|
|
$ |
16,360,343 |
|
Vantage at Bulverde |
|
Bulverde, TX |
|
|
288 |
|
|
(1) |
|
|
75,000 |
|
|
|
- |
|
|
|
75,000 |
|
Vantage at Germantown |
|
Germantown, TN |
|
|
288 |
|
|
(2) |
|
|
4,407 |
|
|
|
- |
|
|
|
4,407 |
|
|
|
|
|
|
|
|
|
|
$ |
29,337,686 |
|
|
$ |
657,937 |
|
|
$ |
16,439,750 |
|
|
Activity in the First Three Months of 2021
Sales Activity:
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2021:
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain on Sale |
|
||||
Vantage at Germantown |
|
Germantown, TN |
|
|
288 |
|
|
March 2021 |
|
$ |
16,096,560 |
|
|
$ |
862,454 |
|
|
$ |
2,809,106 |
|
Summarized Unconsolidated Entity Level Financial Data
The following table provides combined summary financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Property Revenues |
|
$ |
6,681,291 |
|
|
$ |
5,482,870 |
|
Gain on sale of property |
|
$ |
38,171,003 |
|
|
$ |
8,967,247 |
|
Net income |
|
$ |
38,730,562 |
|
|
$ |
6,931,134 |
|
21
10. Property Loans, Net of Loan Loss Allowances
The following tables summarize the Partnership’s property loans, net of loan loss allowances, as of March 31, 2022 and December 31, 2021:
|
|
March 31, 2022 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Loan Loss |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1),(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Centennial Crossings |
|
$ |
17,434,260 |
|
|
$ |
- |
|
|
$ |
17,434,260 |
|
|
9/1/2023 |
(3) |
LIBOR + 2.50% |
(4) |
Legacy Commons at Signal Hills |
|
|
16,248,631 |
|
|
|
- |
|
|
|
16,248,631 |
|
|
2/1/2024 |
(3) |
SOFR + 3.07% |
(4) |
Hilltop at Signal Hills |
|
|
10,319,890 |
|
|
|
- |
|
|
|
10,319,890 |
|
|
8/1/2023 |
(3) |
SOFR + 3.07% |
(4) |
Oasis at Twin Lakes |
|
|
23,161,673 |
|
|
|
- |
|
|
|
23,161,673 |
|
|
8/1/2023 |
(3) |
LIBOR + 2.50% |
(4) |
Osprey Village |
|
|
1,000,000 |
|
|
|
- |
|
|
|
1,000,000 |
|
|
8/1/2024 |
(3) |
SOFR + 3.07% |
(4) |
Scharbauer Flats Apartments |
|
|
16,522,012 |
|
|
|
- |
|
|
|
16,522,012 |
|
|
1/1/2023 |
(3) |
LIBOR + 2.85% |
|
Willow Place Apartments |
|
|
1,000,000 |
|
|
|
- |
|
|
|
1,000,000 |
|
|
10/1/2024 |
(3) |
SOFR + 3.30% |
(5) |
Subtotal |
|
|
85,686,466 |
|
|
|
- |
|
|
|
85,686,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Senior Acquisition Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Magnolia Crossing |
|
$ |
13,652,394 |
|
|
$ |
- |
|
|
$ |
13,652,394 |
|
|
12/1/2022 |
|
SOFR + 6.50% |
(5) |
Subtotal |
|
|
13,652,394 |
|
|
|
- |
|
|
|
13,652,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Avistar (February 2013 portfolio) |
|
$ |
201,972 |
|
|
$ |
- |
|
|
$ |
201,972 |
|
|
6/26/2024 |
|
12.00% |
|
Avistar (June 2013 portfolio) |
|
|
251,622 |
|
|
|
- |
|
|
|
251,622 |
|
|
6/26/2024 |
|
12.00% |
|
Cross Creek |
|
|
11,101,888 |
|
|
|
(7,393,815 |
) |
|
|
3,708,073 |
|
|
12/1/2025 |
|
6.15% |
|
Greens Property |
|
|
850,000 |
|
|
|
- |
|
|
|
850,000 |
|
|
9/1/2046 |
|
10.00% |
|
Live 929 Apartments |
|
|
495,000 |
|
|
|
(495,000 |
) |
|
|
- |
|
|
7/31/2049 |
|
8.00% |
|
Subtotal |
|
|
12,900,482 |
|
|
|
(7,888,815 |
) |
|
|
5,011,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
112,239,342 |
|
|
$ |
(7,888,815 |
) |
|
$ |
104,350,527 |
|
|
|
|
|
|
22
|
|
December 31, 2021 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Loan Loss |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1),(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Centennial Crossings |
|
$ |
11,354,386 |
|
|
$ |
- |
|
|
$ |
11,354,386 |
|
|
9/1/2023 |
(3) |
LIBOR + 2.50% |
(4) |
Hilltop at Signal Hills |
|
|
1,000,000 |
|
|
|
- |
|
|
|
1,000,000 |
|
|
8/1/2023 |
(3) |
SOFR + 3.07% |
(4) |
Legacy Commons at Signal Hills |
|
|
2,604,230 |
|
|
|
- |
|
|
|
2,604,230 |
|
|
2/1/2024 |
(3) |
SOFR + 3.07% |
(4) |
Oasis at Twin Lakes |
|
|
20,607,362 |
|
|
|
- |
|
|
|
20,607,362 |
|
|
8/1/2023 |
(3) |
LIBOR + 2.50% |
(4) |
Osprey Village |
|
|
1,000,000 |
|
|
|
- |
|
|
|
1,000,000 |
|
|
8/1/2024 |
(3) |
SOFR + 3.07% |
(4) |
Scharbauer Flats Apartments |
|
|
9,708,598 |
|
|
|
- |
|
|
|
9,708,598 |
|
|
1/1/2023 |
(3) |
LIBOR + 2.85% |
|
Willow Place Apartments |
|
|
1,000,000 |
|
|
|
- |
|
|
|
1,000,000 |
|
|
10/1/2024 |
(3) |
SOFR + 3.30% |
(5) |
Subtotal |
|
|
47,274,576 |
|
|
|
- |
|
|
|
47,274,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Senior Acquisition Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Magnolia Crossing |
|
$ |
13,424,579 |
|
|
$ |
- |
|
|
$ |
13,424,579 |
|
|
12/1/2022 |
|
SOFR + 6.50% |
(5) |
Subtotal |
|
|
13,424,579 |
|
|
|
- |
|
|
|
13,424,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Avistar (February 2013 portfolio) |
|
$ |
201,972 |
|
|
$ |
- |
|
|
$ |
201,972 |
|
|
6/26/2024 |
|
12.00% |
|
Avistar (June 2013 portfolio) |
|
|
251,622 |
|
|
|
- |
|
|
|
251,622 |
|
|
6/26/2024 |
|
12.00% |
|
Cross Creek |
|
|
11,101,887 |
|
|
|
(7,393,814 |
) |
|
|
3,708,073 |
|
|
12/1/2025 |
|
6.15% |
|
Greens Property |
|
|
850,000 |
|
|
|
- |
|
|
|
850,000 |
|
|
9/1/2046 |
|
10.00% |
|
Live 929 Apartments |
|
|
1,355,534 |
|
|
|
(1,355,534 |
) |
|
|
- |
|
|
7/31/2049 |
|
8.00% |
|
Ohio Properties |
|
|
2,390,446 |
|
|
|
- |
|
|
|
2,390,446 |
|
|
12/1/2026 - 6/1/2050 |
|
10.00% |
|
Subtotal |
|
|
16,151,461 |
|
|
|
(8,749,348 |
) |
|
|
7,402,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
76,850,616 |
|
|
$ |
(8,749,348 |
) |
|
$ |
68,101,268 |
|
|
|
|
|
|
During the three months ended March 31, 2022 and 2021, the interest to be earned on the Live 929 Apartments and Cross Creek property loans was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of these property loans determined the collection of the interest accrued was not probable. In addition, interest to be earned on approximately $983,000 of property loan principal for the Ohio Properties was in nonaccrual status for the three months ended March 31, 2021 as, in management’s opinion, the interest was not considered collectible.
The Partnership has remaining commitments to provide additional funding of certain property loans during construction of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining property loan funding commitments.
Activity in the First Three Months of 2022
In January 2022, the Partnership received approximately $1.0 million of principal and interest due on the Live 929 Apartments property loan upon restructuring of the outstanding debt of Live 929 Apartments. The principal payment and related loan loss allowance were considered in the troubled debt restructuring of the Partnership’s investments in Live 929 Apartments discussed further in Note 6.
In March 2022, the Ohio Properties property loans were repaid in full. The Partnership received approximately $2.4 million of principal and approximately $4.3 million of accrued interest upon redemption.
Activity in the First Three Months of 2021
23
Concurrent with the acquisition of GILs (Note 7), the Partnership committed to provide property loans for the construction of the underlying properties on a draw-down basis as summarized below. The property loans and associated GILs are on parity and share a first mortgage position on all real and personal property associated with the secured property.
In March 2021, the Partnership amended the property loan with Live 929 Apartments to increase the total available loan amount to $1.5 million from $1.0 million. The property loan is subordinate to the MRBs associated with the property.
The following table summarizes the changes in the Partnership's loan loss allowance for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Balance, beginning of period |
|
$ |
8,749,348 |
|
|
$ |
8,305,046 |
|
Other reductions (1) |
|
|
(860,533 |
) |
|
|
- |
|
Balance, end of period |
|
$ |
7,888,815 |
|
|
$ |
8,305,046 |
|
11. Income Tax Provision
The Partnership recognizes current income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owns The 50/50 MF Property and certain property loans. The following table summarizes income tax expense (benefit) for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Current income tax expense |
|
$ |
7,644 |
|
|
$ |
16,485 |
|
Deferred income tax expense (benefit) |
|
|
7,266 |
|
|
|
(16,228 |
) |
Total income tax expense |
|
$ |
14,910 |
|
|
$ |
257 |
|
The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was no valuation allowance recorded as of March 31, 2022 and December 31, 2021.
12. Other Assets
The following table summarizes the Partnership's other assets as of March 31, 2022 and December 31, 2021:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Deferred financing costs, net |
|
$ |
1,305,411 |
|
|
$ |
1,349,097 |
|
Fair value of derivative instruments (Note 17) |
|
|
2,738,404 |
|
|
|
343,418 |
|
Taxable mortgage revenue bonds, at fair value |
|
|
9,535,962 |
|
|
|
3,428,443 |
|
Taxable governmental issuer loan held in trust |
|
|
1,000,000 |
|
|
|
1,000,000 |
|
Bond purchase commitments, at fair value (Note 18) |
|
|
145,323 |
|
|
|
964,404 |
|
|
|
1,612,482 |
|
|
|
1,619,714 |
|
|
Other assets |
|
|
2,377,924 |
|
|
|
2,157,809 |
|
Total other assets |
|
$ |
18,715,506 |
|
|
$ |
10,862,885 |
|
As of March 31, 2022 and December 31, 2021, the operating lease right-of-use assets consisted primarily of a ground lease at the 50/50 MF Property (Note 13).
The Partnership has remaining commitments to provide additional funding of the taxable GIL and taxable MRBs during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.
See Note 22 for a description of the methodology and significant assumptions for determining the fair value of derivative instruments, taxable MRBs and bond purchase commitments. Unrealized gains or losses on derivative instruments are reported as
24
“Interest expense” in the Partnership's condensed consolidated statements of operations. Unrealized gain or losses on taxable MRBs and bond purchase commitments are recorded in the Partnership's condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the assets. As of March 31, 2022, the taxable GIL and two taxable MRBs are held in trust in connection with TOB trust financings (Note 15).
Activity in the First Three Months of 2022
The following table includes details of the taxable MRB acquired during the three months ended March 31, 2022:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
Maturity Date |
|
Interest Rate |
|
|
Initial Principal Acquired |
|
||
Live 929 Apartments - Series 2022B |
|
January 2022 |
|
Baltimore, MD |
|
575 |
|
1/1/2029 |
|
|
4.30 |
% |
|
$ |
3,625,000 |
|
Activity in the First Three Months of 2021
The following table includes details of the taxable GIL acquired during the three months ended March 31, 2021:
Property Name |
|
Date Committed |
|
Maturity Date |
|
Initial Outstanding Balance |
|
|
Total Commitment |
|
||
Hope on Avalon |
|
January 2021 |
|
2/1/2023 (1) |
|
$ |
1,000,000 |
|
|
$ |
10,573,000 |
|
13. Accounts Payable, Accrued Expenses and Other Liabilities
The following table summarizes the Partnership's accounts payable, accrued expenses and other liabilities as of March 31, 2022 and December 31, 2021:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Accounts payable |
|
$ |
1,095,665 |
|
|
$ |
1,234,111 |
|
Accrued expenses |
|
|
2,583,926 |
|
|
|
4,102,381 |
|
Accrued interest expense |
|
|
4,607,370 |
|
|
|
4,229,119 |
|
|
|
2,152,394 |
|
|
|
2,151,991 |
|
|
Other liabilities |
|
|
2,097,924 |
|
|
|
1,946,610 |
|
Total accounts payable, accrued expenses and other liabilities |
|
$ |
12,537,279 |
|
|
$ |
13,664,212 |
|
The 50/50 MF Property has a ground lease with the University of Nebraska-Lincoln with an initial lease term expiring in March 2048. The Partnership has an option to extend the lease for an additional five-year period, which has not been factored into the calculation of the ROU asset and lease liability. Annual lease payments are $100 per year. The Partnership is also required to make monthly payments, when cash is available at The 50/50 MF Property, to the University of Nebraska-Lincoln. Payment amounts are based on The 50/50 MF Property’s revenues, subject to an annual guaranteed minimum amount. As of March 31, 2022, the minimum aggregate annual payment due under the agreement is approximately $138,000. The minimum aggregate annual payment increases 2% annually until July 31, 2034 and increases 3% annually thereafter. The 50/50 MF Property will be required to make additional payments under the agreement if its gross revenues exceed certain thresholds. The Partnership recognized expenses related to the ground lease of approximately $42,000 for the three months ended March 31, 2022 and 2021, respectively, and are reported within “Real estate operating expenses” in the Partnership's condensed consolidated statements of operations.
The following table summarizes future contractual payments for the Partnership’s operating leases and a reconciliation to the carrying value of operating lease liabilities as of March 31, 2022:
Remainder of 2022 |
|
$ |
106,151 |
|
2023 |
|
|
143,561 |
|
2024 |
|
|
144,706 |
|
2025 |
|
|
147,598 |
|
2026 |
|
|
150,548 |
|
Thereafter |
|
|
4,219,127 |
|
Total |
|
|
4,911,691 |
|
Less: Amount representing interest |
|
|
(2,759,297 |
) |
Total operating lease liabilities |
|
$ |
2,152,394 |
|
25
14. Secured Lines of Credit
The following tables summarize the Partnership's secured lines of credit ("LOC" or "LOCs") as of March 31, 2022 and December 31, 2021:
Secured Lines of Credit |
|
Outstanding as of March 31, 2022 |
|
|
Total Commitment |
|
|
Commitment Maturity |
|
Variable / |
|
Reset |
|
Period End |
|
|||
BankUnited General LOC |
|
$ |
6,500,000 |
|
|
$ |
40,000,000 |
|
|
June 2023 (1) |
|
Variable (2) |
|
Monthly |
|
|
3.54 |
% |
Bankers Trust Acquisition LOC |
|
|
23,699,000 |
|
|
|
50,000,000 |
|
|
June 2023 |
|
Variable (3) |
|
Monthly |
|
|
3.35 |
% |
|
|
$ |
30,199,000 |
|
|
$ |
90,000,000 |
|
|
|
|
|
|
|
|
|
|
|
Secured Lines of Credit |
|
Outstanding as of December 31, 2021 |
|
|
Total Commitment |
|
|
Commitment Maturity |
|
Variable / |
|
Reset |
|
Period End |
|
|||
BankUnited General LOC |
|
$ |
6,500,000 |
|
|
$ |
40,000,000 |
|
|
June 2023 (1) |
|
Variable (2) |
|
Monthly |
|
|
3.50 |
% |
Bankers Trust Acquisition LOC |
|
|
39,214,000 |
|
|
|
50,000,000 |
|
|
June 2023 |
|
Variable (3) |
|
Monthly |
|
|
3.10 |
% |
|
|
$ |
45,714,000 |
|
|
$ |
90,000,000 |
|
|
|
|
|
|
|
|
|
|
|
The Partnership has entered into a secured Credit Agreement (“Secured Credit Agreement”) of up to $40.0 million with BankUnited and Bankers Trust Company, and the sole lead arranger and administrative agent, BankUnited, for a general secured line of credit (the “General LOC”). The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 40% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of (i) the net book value of the Suites on Paseo MF Property, and (ii) 100% of the Partnership’s capital contributions to equity investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base.
The General LOC is secured by first priority security interests in the Partnership’s investments in unconsolidated entities, a mortgage and assignment of leases and rents of the Suites on Paseo MF Property, and a security interest in a bank account at BankUnited, in which the Partnership must maintain a balance of not less than $5.0 million. In addition, an affiliate of the Partnership, Greystone Select Incorporated (“Greystone Select”), has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement. Greystone Select is subject to certain covenants and was in compliance with such covenants as of March 31, 2022. No fees were paid to Greystone Select related to the deficiency guaranty agreement.
The Partnership is subject to various affirmative and negative covenants under the Secured Credit Agreement that, among others, require the Partnership to maintain a minimum liquidity of not less than $5 million, maintain a minimum consolidated tangible net worth of $100.0 million, and to notify BankUnited if the Partnership’s consolidated net worth declines by (a) more than 20% from the immediately preceding quarter, or (b) more than 35% from the date at the end of two consecutive calendar quarters ending immediately thereafter. The Partnership was in compliance with all covenants as of March 31, 2022.
In addition, the Partnership and Bankers Trust Company have entered into an amended and restated credit agreement for a secured non-operating line of credit (the “Acquisition LOC”) with a maximum commitment of up to $50.0 million. The Acquisition LOC may be used to fund purchases of multifamily real estate, tax-exempt or taxable MRBs, and tax-exempt or taxable loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (collectively, the “financed assets”). The financed assets acquired with the proceeds of the Acquisition LOC will be held in a custody account and the outstanding balances of the Acquisition LOC will be secured by a first priority interest in the financed assets and will be maintained in the custody account until released by Bankers Trust.
26
Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to three additional 90-day periods, but in no event later than the maturity date by providing Bankers Trust with a written request for such extension together with a principal payment of 5% of the principal amount of the original acquisition advance for the first such extension, 10% for the second such extension, and 20% for the third such extension. The Acquisition LOC documents contains a covenant, among others, that the Partnership’s ratio of the lender’s senior debt will not exceed a specified percentage of the market value of the Partnership’s assets, as defined in the Credit Agreement. In April 2022, the Partnership and Bankers Trust Company amended the credit agreement to update certain defined terms effective March 31, 2022. The Partnership was in compliance with all covenants as of March 31, 2022.
15. Debt Financing
The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of March 31, 2022 and December 31, 2021:
|
|
Outstanding Debt |
|
|
Restricted |
|
|
Year |
|
Stated |
|
Reset |
|
Variable Rate Index |
|
Index |
|
Spread/ |
|
Period End |
||
TEBS Financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed - M24 |
|
$ |
21,890,197 |
|
|
$ |
4,000 |
|
|
2010 |
|
2027 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
3.05% |
Variable - M31 (1) |
|
|
76,637,387 |
|
|
|
4,999 |
|
|
2014 |
|
2024 |
|
Weekly |
|
SIFMA |
|
0.54% |
|
1.28% |
|
1.82% |
Fixed - M33 |
|
|
30,034,239 |
|
|
|
2,606 |
|
|
2015 |
|
2030 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
3.24% |
Fixed - M45 (2) |
|
|
213,438,490 |
|
|
|
5,000 |
|
|
2018 |
|
2034 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
3.82% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Secured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Variable - Notes |
|
|
102,722,663 |
|
|
|
36,256,804 |
|
|
2020 |
|
2025 |
|
Monthly |
|
3-month LIBOR |
|
0.83% |
|
9.00% |
|
9.83% (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mizuho Capital Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Variable - TOB |
|
|
13,491,156 |
|
|
(4) |
|
|
2020 |
|
2022 |
|
Weekly |
|
SIFMA |
|
0.71% |
|
0.89% |
|
1.60% |
|
Variable - TOB |
|
|
92,087,297 |
|
|
(4) |
|
|
2019 - 2021 |
|
2023 |
|
Weekly |
|
SIFMA |
|
0.71% - 0.73% |
|
0.89% - 1.67% |
|
1.60% - 2.40% |
|
Variable - TOB |
|
|
126,743,565 |
|
|
(4) |
|
|
2020 |
|
2023 |
|
Weekly |
|
OBFR |
|
0.57% |
|
0.89% |
|
1.46% |
|
Variable - TOB |
|
|
188,564,169 |
|
|
(4) |
|
|
2021 - 2022 |
|
2024 |
|
Weekly |
|
OBFR |
|
0.57% |
|
0.89% - 1.16% |
|
1.46% - 1.73% |
|
Morgan Stanley: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed - Term TOB |
|
|
12,894,130 |
|
|
|
- |
|
|
2019 |
|
2024 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
1.98% |
Barclays Capital Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Variable - TOB |
|
|
3,950,371 |
|
|
|
- |
|
|
2021 |
|
2023 |
|
Weekly |
|
OBFR |
|
0.50% |
|
1.27% |
|
1.77% |
Total Debt Financings |
|
$ |
882,453,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
Outstanding Debt |
|
|
Restricted |
|
|
Year |
|
Stated |
|
Reset |
|
Variable Rate Index |
|
Index |
|
Spread/ |
|
Period End |
||
TEBS Financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed - M24 |
|
$ |
35,551,762 |
|
|
$ |
204,000 |
|
|
2010 |
|
2027 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
3.05% |
Variable - M31 (1) |
|
|
76,964,051 |
|
|
|
4,999 |
|
|
2014 |
|
2024 |
|
Weekly |
|
SIFMA |
|
0.13% |
|
1.32% |
|
1.45% |
Fixed - M33 |
|
|
30,191,051 |
|
|
|
2,606 |
|
|
2015 |
|
2030 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
3.24% |
Fixed - M45 (2) |
|
|
213,931,752 |
|
|
|
5,000 |
|
|
2018 |
|
2034 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
3.82% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Secured Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Variable - Notes |
|
|
102,798,158 |
|
|
|
77,531,264 |
|
|
2020 |
|
2025 |
|
Monthly |
|
3-month LIBOR |
|
0.20% |
|
9.00% |
|
9.20% (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mizuho Capital Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Variable - TOB |
|
|
13,482,312 |
|
|
|
- |
|
|
2020 |
|
2022 |
|
Weekly |
|
SIFMA |
|
0.23% |
|
0.89% |
|
1.12% |
Variable - TOB |
|
|
117,257,933 |
|
|
|
- |
|
|
2019 - 2021 |
|
2023 |
|
Weekly |
|
SIFMA |
|
0.23% - 0.30% |
|
1.17% - 1.67% |
|
1.40% - 1.97% |
Variable - TOB |
|
|
115,143,312 |
|
|
|
- |
|
|
2020 |
|
2023 |
|
Weekly |
|
OBFR |
|
0.18% |
|
0.89% |
|
1.07% |
Variable - TOB |
|
|
98,703,495 |
|
|
|
- |
|
|
2021 |
|
2024 |
|
Weekly |
|
OBFR |
|
0.18% |
|
0.89% - 1.16% |
|
1.07% - 1.34% |
Morgan Stanley: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed - Term TOB |
|
|
12,915,190 |
|
|
|
- |
|
|
2019 |
|
2024 |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
1.98% |
Barclays Capital Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Variable - TOB |
|
|
3,139,698 |
|
|
|
- |
|
|
2021 |
|
2022 |
|
Weekly |
|
OBFR |
|
0.14% |
|
1.27% |
|
1.41% |
Total Debt Financings |
|
$ |
820,078,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The TOB, Term TOB and TEBS financing arrangements are consolidated VIEs of the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, Term TOB and TEBS financings on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GIL securitized within the TOB, Term TOB and TEBS financings in Notes 6, 7, 10 and 12, respectively. As the residual interest holder in the arrangements, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.
As of March 31, 2022 and December 31, 2021, the Partnership posted restricted cash as contractually required under the terms of the four TEBS financings. In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 17).
As of March 31, 2022 and December 31, 2021, the restricted cash associated with the Secured Notes is collateral posted with Mizuho according to the terms of two total return swaps that have the Secured Notes as the reference security (Note 17). The Partnership may also be required to post additional collateral if the value of TEBS financing residual certificates declines below a threshold under the total return swaps.
The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by MRBs, GILs, taxable MRBs, a taxable GIL, and property loans. The TOB trusts and Secured Notes with Mizuho and the TOB trust with Barclays are subject to master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests in each TOB trust maintain a certain value in relation to total assets in each TOB trust. The TOB trust
28
financings with Mizuho and Barclays also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on the NASDAQ. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered. The Partnership was in compliance with these covenants as of March 31, 2022.
The Partnership may also be required to post collateral, typically cash, related to the TOB trust financings with Mizuho and Barclays. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 17) in relation to thresholds set by Mizuho and Barclays. There was no requirement to post collateral for the TOB trust financings with Mizuho and Barclays as of March 31, 2022.
The Term TOB trust financing with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by 25% in one quarter or 35% over one year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is out of compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with all covenants as of March 31, 2022.
The Partnership’s variable rate debt financing arrangements include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.
Activity in the First Three Months of 2022
New Debt Financings:
The following is a summary of the TOB trust financings that were entered into during the three months ended March 31, 2022:
TOB Trusts Securitization |
|
Initial TOB |
|
|
Stated Maturity |
|
Reset |
|
Variable Rate Index |
|
Facility Fees |
|
Live 929 Series 2022A & 2022B MRBs |
|
$ |
55,990,000 |
|
|
February 2024 |
|
Weekly |
|
OBFR |
|
1.15% |
Total TOB Trust Financings |
|
$ |
55,990,000 |
|
|
|
|
|
|
|
|
|
Redemptions:
The following is a summary of the TOB trust financings that were collapsed and all principal and interest were paid in full during the three months ended March 31, 2022:
Debt Financing |
|
Debt Facility |
|
Month |
|
Paydown Applied |
|
|
Live 929 Apartments - 2014 Series A |
|
TOB Trust |
|
January 2022 |
|
$ |
31,565,000 |
|
Refinancing Activity:
In January 2022, the Partnership extended the maturity date of Barclays credit facility Trust 2021-XF2953 from October 2022 to January 2023. There were no additional changes to terms or fees associated with the extension.
29
Activity in the First Three Months of 2021
New Debt Financings:
The following is a summary of the TOB trust financings that were entered into during the three months ended March 31, 2021:
TOB Trusts Securitization |
|
Initial TOB |
|
|
Stated Maturity |
|
Reset |
|
Variable Rate Index |
|
Facility Fees |
|
TOB Trust 2021-XF2926 (2) |
|
$ |
16,190,000 |
|
|
January 2024 |
|
Weekly |
|
OBFR |
|
0.89% |
Hope on Avalon GIL |
|
|
5,064,000 |
|
|
February 2023 |
|
Weekly |
|
SIFMA |
|
1.42% |
Hope on Broadway GIL |
|
|
2,953,000 |
|
|
February 2023 |
|
Weekly |
|
SIFMA |
|
1.42% |
Total TOB Trust Financings |
|
$ |
24,207,000 |
|
|
|
|
|
|
|
|
|
Future Maturities
The Partnership’s contractual maturities of borrowings as of March 31, 2022 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:
Remainder of 2022 |
|
$ |
18,078,722 |
|
2023 |
|
|
228,172,815 |
|
2024 |
|
|
290,148,152 |
|
2025 |
|
|
112,504,344 |
|
2026 |
|
|
4,023,863 |
|
Thereafter |
|
|
232,646,017 |
|
Total |
|
|
885,573,913 |
|
Unamortized deferred financing costs and debt premium |
|
|
(3,120,249 |
) |
Total debt financing, net |
|
$ |
882,453,664 |
|
16. Mortgages Payable and Other Secured Financing
The Partnership has entered into mortgages payable and other secured financings collateralized by MF Properties. The following is a summary of the mortgages payable and other secured financing, net of deferred financing costs, as of March 31, 2022 and December 31, 2021:
Property Mortgage Payables |
|
Outstanding Mortgage |
|
|
Outstanding Mortgage |
|
|
Year |
|
Stated Maturity |
|
Variable |
|
Period End |
|
|||
The 50/50 MF Property--TIF Loan |
|
$ |
2,174,514 |
|
|
$ |
2,174,453 |
|
|
2020 |
|
March 2025 |
|
Fixed |
|
|
4.40 |
% |
The 50/50 MF Property--Mortgage |
|
|
22,818,847 |
|
|
|
22,960,090 |
|
|
2020 |
|
April 2027 |
|
Fixed |
|
|
4.35 |
% |
Vantage at San Marcos--Mortgage (1) |
|
|
1,690,000 |
|
|
|
1,690,000 |
|
|
2020 |
|
May 2022 |
|
Variable |
|
|
4.25 |
% |
Total Mortgage Payable\Weighted |
|
$ |
26,683,361 |
|
|
$ |
26,824,543 |
|
|
|
|
|
|
|
|
|
4.35 |
% |
30
Future Maturities
The Partnership’s contractual maturities of borrowings as of March 31, 2022 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:
Remainder of 2022 |
|
$ |
2,424,775 |
|
2023 |
|
|
909,537 |
|
2024 |
|
|
947,573 |
|
2025 |
|
|
1,747,315 |
|
2026 |
|
|
641,711 |
|
Thereafter |
|
|
20,013,661 |
|
Total |
|
|
26,684,572 |
|
Unamortized deferred financing costs |
|
|
(1,211 |
) |
Total mortgages payable and other secured financings, net |
|
$ |
26,683,361 |
|
17. Derivative Financial Instruments
The Partnership’s derivative financial instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Interest expense” in the Partnership's condensed consolidated statements of operations. The value of the Partnership’ interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s TOB trust financings (Note 15). See Note 22 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative financial instruments are presented within “Other assets” in the Partnership's condensed consolidated balance sheets.
Interest Rate Swap Agreements
During the first quarter of 2022, the Partnership entered into two interest rate swap agreements to mitigate interest risk associated with the variable rate TOB trust financings (Note 15). No fees were paid to Mizuho upon closing of the interest rate swaps. The following table summarizes the Partnership's interest rate swap agreements as of March 31, 2022:
Trade Date |
|
Notional Amount |
|
|
Effective Date |
|
Termination Date |
|
Fixed Rate Paid |
|
|
Period End Variable Rate Received |
|
|
Variable Rate Index |
|
Variable Debt |
|
Counterparty |
|
Fair Value of Asset as of |
|
||||
February 2022 |
|
|
55,990,000 |
|
|
2/9/2022 |
|
2/1/2024 |
|
|
1.40 |
% |
|
|
0.16 |
% |
|
SOFR |
|
TOB Trusts |
|
Mizuho Capital Markets |
|
$ |
911,775 |
|
March 2022 |
|
|
47,850,000 |
|
|
3/3/2022 |
|
3/1/2027 |
|
|
1.65 |
% |
|
|
0.17 |
% |
|
SOFR |
|
TOB Trusts |
|
Mizuho Capital Markets |
|
|
1,428,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,340,746 |
|
|||
Total Return Swap Agreements
The following table summarizes the terms of the Partnership’s total return swaps as of March 31, 2022 and December 31, 2021:
Trade Date |
|
Notional |
|
|
Effective |
|
Termination Date |
|
Period End |
|
Period End |
|
Variable Rate |
|
Counterparty |
|
Fair Value as of |
|
||
September 2020 |
|
|
102,982,129 |
|
|
September 2020 |
|
Sept 2025 |
|
4.58% (1) |
|
9.83% (2) |
|
3-month LIBOR |
|
Mizuho Capital Markets |
|
$ |
212,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
212,183 |
|
|
31
Trade Date |
|
Notional |
|
|
Effective |
|
Termination Date |
|
Period End |
|
Period End |
|
Variable Rate |
|
Counterparty |
|
Fair Value as of |
|
||
September 2020 |
|
|
39,607,744 |
|
|
September 2020 |
|
Sept 2025 |
|
4.25% (1) |
|
9.20% (3) |
|
3-month LIBOR |
|
Mizuho Capital Markets |
|
$ |
77,061 |
|
September 2020 |
|
|
63,500,000 |
|
|
September 2020 |
|
Mar 2022 |
|
1.00% (2) |
|
9.20% (3) |
|
3-month LIBOR |
|
Mizuho Capital Markets |
|
|
215,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
292,328 |
|
|
The total return swap has the Partnership’s Secured Notes with Mizuho as the specified reference security (Note 15). The notional amount of the total return swaps is $103.0 million. The rate received the total return swap is equal to the interest rate on the Secured Notes such that they offset one another, resulting in a net interest cost equal to the rate paid on the total return swap. Under the total return swap, the Partnership is liable for any decline in the value of the Secured Notes. If the fair value of the underlying Secured Notes is less than the outstanding principal balance, the Partnership is required to post additional cash collateral equal to the amount of the deficit. Such a deficit will also be reflected in the fair value of the total return swaps.
The Partnership was required to initially fund cash collateral with Mizuho for each total return swap. The total return swap with a current notional amount of $103.0 million requires the Partnership to maintain cash collateral equal to 35% of the notional amount. The second total return swap, which was terminated in March 2022, required the Partnership to maintain cash collateral equal to 100% of the notional amount. In March 2022, the Partnership allocated the notional amount of $63.5 million from the second total return swap to the first total return swap which resulted in an increase in unrestricted cash of approximately $41.3 million.
Interest Rate Cap Agreement
The Partnership has entered into an interest rate cap agreement to mitigate our exposure to interest rate fluctuations on variable-rate debt financing facilities. The following tables summarize the Partnership’s interest rate cap agreement as of March 31, 2022 and December 31, 2021:
Purchase Date |
|
Notional Amount |
|
|
Maturity |
|
Effective |
|
|
Index |
|
Variable Debt |
|
Counterparty |
|
Fair Value as of |
|
|||
August 2019 |
|
|
76,184,554 |
|
|
Aug 2024 |
|
|
4.5 |
% |
|
SIFMA |
|
M31 TEBS |
|
Barclays Bank PLC |
|
$ |
185,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185,475 |
|
||
Purchase Date |
|
Notional Amount |
|
|
Maturity |
|
Effective |
|
|
Index |
|
Variable Debt |
|
Counterparty |
|
Fair Value as of |
|
|||
August 2019 |
|
|
76,544,336 |
|
|
Aug 2024 |
|
|
4.5 |
% |
|
SIFMA |
|
M31 TEBS |
|
Barclays Bank PLC |
|
$ |
51,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
51,090 |
|
||
32
18. Commitments and Contingencies
Legal Proceedings
The Partnership, from time to time, is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur and the amount of the loss can be reasonably estimated, the estimated amount of the loss is accrued in the Partnership's condensed consolidated financial statements. If the Partnership determines that a loss is reasonably possible, the Partnership will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While the resolution of these matters cannot be predicted with certainty, the Partnership currently believes there are no pending legal proceedings in which the Partnership is currently involved the outcome of which will have a material effect on the Partnership’s financial condition, results of operations, or cash flows.
Bond Purchase Commitments
The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded as gains or losses on the Partnership's condensed consolidated statements of comprehensive income (loss). The following table summarizes the Partnership’s bond purchase commitments as of March 31, 2022:
Bond Purchase Commitments |
|
Commitment Date |
|
Maximum |
|
|
Rate |
|
|
Estimated Closing |
|
Fair Value as of |
|
|||
CCBA Senior Garden Apartments |
|
July 2020 |
|
$ |
3,807,000 |
|
|
|
4.50 |
% |
|
Q3 2022 |
|
$ |
- |
|
Anaheim & Walnut |
|
September 2021 |
|
|
3,900,000 |
|
|
|
4.85 |
% |
|
Q3 2024 |
|
|
145,323 |
|
|
|
|
|
$ |
7,707,000 |
|
|
|
|
|
|
|
$ |
145,323 |
|
|
33
Investment Commitments
The Partnership has remaining commitments to provide additional funding of certain MRBs, taxable MRBs, GILs, taxable GILs, and property loans while the secured properties are under construction or rehabilitation. The Partnership also has outstanding commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership's total and remaining commitments as of March 31, 2022:
Property Name |
|
Commitment Date |
|
Maturity Date |
|
Interest Rate |
|
Total Initial Commitment |
|
|
Remaining Commitment |
|
||
Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
||||
Residency at the Mayer - Series A |
|
October 2021 |
|
April 2039 |
|
SOFR + 3.60% (1) |
|
$ |
29,500,000 |
|
|
$ |
4,500,000 |
|
Meadow Valley |
|
December 2021 |
|
December 2029 |
|
6.25% |
|
|
44,000,000 |
|
|
|
43,900,000 |
|
Subtotal |
|
|
|
|
|
|
|
|
73,500,000 |
|
|
|
48,400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Taxable Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
||||
Ocotillo Springs - Series A-T |
|
July 2020 |
|
August 2022 (2) |
|
LIBOR + 3.55% (1) |
|
$ |
7,000,000 |
|
|
$ |
3,300,000 |
|
Residency at the Mayer Series A-T |
|
October 2021 |
|
April 2024 (2) |
|
SOFR + 3.70% (1) |
|
|
12,500,000 |
|
|
|
11,500,000 |
|
Subtotal |
|
|
|
|
|
|
|
|
19,500,000 |
|
|
|
14,800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
||||
Hope on Avalon |
|
January 2021 |
|
February 2023 (2) |
|
SIFMA + 3.75% (1) |
|
$ |
23,390,000 |
|
|
$ |
12,408,800 |
|
Hope on Broadway |
|
January 2021 |
|
February 2023 (2) |
|
SIFMA + 3.75% (1) |
|
|
12,105,623 |
|
|
|
3,414,378 |
|
Osprey Village |
|
July 2021 |
|
August 2024 (2) |
|
SOFR + 3.07% (1) |
|
|
60,000,000 |
|
|
|
48,144,643 |
|
Willow Place Apartments |
|
September 2021 |
|
October 2024 (2) |
|
SOFR + 3.30% (1) |
|
|
25,000,000 |
|
|
|
21,028,214 |
|
Subtotal |
|
|
|
|
|
|
|
|
120,495,623 |
|
|
|
84,996,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
||||
Hope on Avalon (Taxable) |
|
January 2021 |
|
February 2023 (2) |
|
SOFR + 3.55% (1) |
|
$ |
10,573,000 |
|
|
$ |
9,573,000 |
|
Subtotal |
|
|
|
|
|
|
|
|
10,573,000 |
|
|
|
9,573,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
||
Scharbauer Flats Apartments |
|
June 2020 |
|
January 2023 (2) |
|
LIBOR + 2.85% |
|
$ |
24,160,000 |
|
|
$ |
7,637,988 |
|
Oasis at Twin Lakes |
|
July 2020 |
|
August 2023 (2) |
|
LIBOR + 2.50% (1) |
|
|
27,704,180 |
|
|
|
4,542,507 |
|
Centennial Crossings |
|
August 2020 |
|
September 2023 (2) |
|
LIBOR + 2.50% (1) |
|
|
24,250,000 |
|
|
|
6,815,740 |
|
Hilltop at Signal Hills |
|
January 2021 |
|
August 2023 (2) |
|
SOFR + 3.07% (1) |
|
|
21,197,939 |
|
|
|
10,878,049 |
|
Legacy Commons at Signal Hills |
|
January 2021 |
|
February 2024 (2) |
|
SOFR + 3.07% (1) |
|
|
32,233,972 |
|
|
|
15,985,341 |
|
Osprey Village |
|
July 2021 |
|
August 2024 (2) |
|
SOFR + 3.07% (1) |
|
|
25,500,000 |
|
|
|
24,500,000 |
|
Willow Place Apartments |
|
September 2021 |
|
October 2024 (2) |
|
SOFR + 3.30% (1) |
|
|
21,351,328 |
|
|
|
20,351,328 |
|
Magnolia Crossing (3) |
|
December 2021 |
|
December 2022 (2) |
|
SOFR + 6.50% (1) |
|
|
14,500,000 |
|
|
|
847,606 |
|
Subtotal |
|
|
|
|
|
|
|
|
190,897,419 |
|
|
|
91,558,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||
Vantage at Hutto |
|
November 2020 |
|
N/A |
|
N/A |
|
$ |
11,233,000 |
|
|
$ |
4,833,670 |
|
Vantage at San Marcos (4) |
|
November 2020 |
|
N/A |
|
N/A |
|
|
9,914,529 |
|
|
|
8,943,914 |
|
Vantage at Loveland |
|
April 2021 |
|
N/A |
|
N/A |
|
|
16,329,000 |
|
|
|
1,308,260 |
|
Vantage at Fair Oaks |
|
June 2021 |
|
N/A |
|
N/A |
|
|
11,011,245 |
|
|
|
634,381 |
|
Vantage at McKinney Falls |
|
December 2021 |
|
N/A |
|
N/A |
|
|
11,431,272 |
|
|
|
3,571,068 |
|
Subtotal |
|
|
|
|
|
|
|
|
59,919,046 |
|
|
|
19,291,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bond Purchase Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||
CCBA Senior Garden Apartments |
|
July 2020 |
|
Q3 2022 (5) |
|
4.50% |
|
$ |
3,807,000 |
|
|
$ |
3,807,000 |
|
Anaheim & Walnut |
|
September 2021 |
|
Q3 2024 (5) |
|
4.85% |
|
|
3,900,000 |
|
|
|
3,900,000 |
|
Subtotal |
|
|
|
|
|
|
|
|
7,707,000 |
|
|
|
7,707,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Commitments |
|
|
|
|
|
|
|
$ |
482,592,088 |
|
|
$ |
276,325,887 |
|
34
Construction Loan Guarantees
The Partnership has entered into guaranty agreements for bridge loans related to certain investments in unconsolidated entities. The Partnership will only have to perform on the guarantees if a default by the borrower were to occur. The Partnership has not accrued any amount for these contingent liabilities because the likelihood of guaranty claims is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of March 31, 2022:
Borrower |
|
Guarantee Maturity |
|
Maximum Balance |
|
|
Loan |
|
|
Partnership's Maximum Exposure |
|
|
Guarantee |
|||
Vantage at Stone Creek |
|
2023 |
|
$ |
34,222,000 |
|
|
$ |
34,222,000 |
|
|
$ |
17,111,000 |
|
|
(1) |
Vantage at Coventry |
|
2023 |
|
|
34,536,000 |
|
|
|
34,536,000 |
|
|
|
17,268,000 |
|
|
(1) |
Other Guarantees and Commitments
The Partnership has entered into guaranty agreements with unaffiliated entities under which the Partnership has guaranteed certain obligations of the general partners of certain limited partnerships upon the occurrence of a “repurchase event.” Potential repurchase events include LIHTC tax credit recapture and foreclosure. The Partnership’s maximum exposure is limited to 75% of the equity contributed by the limited partner to each limited partnership. No amount has been accrued for these guarantees because the likelihood of repurchase events is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of March 31, 2022:
Limited Partnership(s) |
|
End of Guaranty Period |
|
Partnership's Maximum Exposure |
|
|
|
Ohio Properties |
|
2026 |
|
$ |
2,661,066 |
|
|
Greens of Pine Glen, LP |
|
2027 |
|
|
1,854,212 |
|
|
19. Redeemable Preferred Units
The Partnership has designated three series of non-cumulative, non-voting, non-convertible Preferred Units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Partnership previously issued Series A Preferred Units via a private placement to five financial institutions. The Partnership had not issued any Series A-1 Preferred Units or Series B Preferred Units as of March 31, 2022. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder.
Upon the sixth anniversary of the closing of the sale or issuance of Series A Preferred Units or Series A-1 Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Series A Preferred Units or Series A-1 Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date.
Upon the eighth anniversary of the closing of the sale or issuance of Series B Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Series B Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date.
In the event of any liquidation, dissolution, or winding up of the Partnership, the holders of the Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are entitled to a liquidation preference in connection with their investments. With respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs, the Series A Preferred Units and Series A-1 Preferred Units will rank: (a) senior to the Partnership's BUCs, the Series B Preferred Units,
35
and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series A Preferred Units or Series A-1 Preferred Units; (b) junior to the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership; and (c) junior to any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series A Preferred Units or Series A-1 Preferred Units. The Series B Preferred Units will rank: (a) senior to the BUCs and to any other class or series of Partnership interests or securities that is not expressly designated as ranking senior or on parity with the Series B Preferred Units; (b) junior to the Series A Preferred Units and Series A-1 Preferred Units and to each other class or series of Partnership interests or securities with terms expressly made senior to the Series B Preferred Units; and (c) junior to all the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership.
The following table summarizes the outstanding Series A Preferred Units as of March 31, 2022 and December 31, 2021:
Month Issued |
|
Units |
|
|
Purchase Price |
|
|
Distribution |
|
|
Redemption |
|
|
Earliest Redemption |
||||
March 2016 |
|
|
1,000,000 |
|
|
$ |
10,000,000 |
|
|
|
3.00 |
% |
|
$ |
10.00 |
|
|
March 2023 (1) |
May 2016 |
|
|
1,386,900 |
|
|
|
13,869,000 |
|
|
|
3.00 |
% |
|
|
10.00 |
|
|
May 2023 (1) |
September 2016 |
|
|
1,000,000 |
|
|
|
10,000,000 |
|
|
|
3.00 |
% |
|
|
10.00 |
|
|
September 2023 (1) |
December 2016 |
|
|
700,000 |
|
|
|
7,000,000 |
|
|
|
3.00 |
% |
|
|
10.00 |
|
|
December 2022 |
March 2017 |
|
|
1,613,100 |
|
|
|
16,131,000 |
|
|
|
3.00 |
% |
|
|
10.00 |
|
|
March 2023 |
August 2017 |
|
|
2,000,000 |
|
|
|
20,000,000 |
|
|
|
3.00 |
% |
|
|
10.00 |
|
|
August 2023 |
October 2017 |
|
|
1,750,000 |
|
|
|
17,500,000 |
|
|
|
3.00 |
% |
|
|
10.00 |
|
|
October 2023 |
Series A Preferred Units outstanding |
|
|
9,450,000 |
|
|
$ |
94,500,000 |
|
|
|
|
|
|
|
|
|
||
20. Restricted Unit Awards
The Partnership’s Plan permits the grant of restricted units and other awards to the employees of Greystone Manager, the Partnership, or any affiliate of either, and members of the Board of Managers of Greystone Manager for up to 1.0 million BUCs. As of March 31, 2022, there were approximately 545,000 restricted units and other awards available for future issuance. The number of BUCs with respect to which awards may be granted under the Plan, the number of BUCs subject to outstanding awards granted under the Plan, and the grant price with respect to any such awards were retroactively adjusted to account for the Reverse Unit Split on a one-for-three basis. RUAs have historically been granted with vesting conditions ranging from three months to up to three years. Unvested RUAs are typically entitled to receive distributions during the restriction period. The Plan provides for accelerated vesting of the RUAs if there is a change in control related to the Partnership, the General Partner, or the general partner of the General Partner, or upon death or disability of the Plan participant.
The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The compensation expense for RUAs totaled approximately $174,000 and $78,000 for the three months ended March 31, 2022 and 2021, respectively. Compensation expense is reported within “General and administrative expenses” in the Partnership's condensed consolidated statements of operations.
The following table summarizes the RUA activity for the three months ended March 31, 2022 and for the year ended December 31, 2021 (all amounts are presented giving effect to the 1-for-3 Reverse Unit Split which became effective on April 1, 2022):
|
|
Restricted Units |
|
|
Weighted average |
|
||
Unvested as of January 1, 2021 |
|
|
44,271 |
|
|
$ |
14.94 |
|
Granted |
|
|
88,775 |
|
|
|
19.47 |
|
Vested |
|
|
(55,523 |
) |
|
|
17.67 |
|
Unvested as of December 31, 2021 |
|
|
77,523 |
|
|
|
18.18 |
|
No activity |
|
|
- |
|
|
|
- |
|
Unvested as of March 31, 2022 |
|
|
77,523 |
|
|
$ |
18.18 |
|
36
The unrecognized compensation expense related to unvested RUAs granted under the Plan was approximately $689,000 as of March 31, 2022. The remaining compensation expense is expected to be recognized over a weighted average period of 1.0 years. The total intrinsic value of unvested RUAs was approximately $1.4 million as of March 31, 2022.
21. Transactions with Related Parties
The Partnership incurs costs for services and makes contractual payments to AFCA 2, AFCA 2’s general partner, and their affiliates. The costs are reported either as expenses or capitalized costs depending on the nature of each item. The following table summarizes transactions with related parties that are reflected in the Partnership's condensed consolidated financial statements for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Partnership administrative fees paid to AFCA 2 (1) |
|
$ |
1,217,000 |
|
|
$ |
966,000 |
|
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities (2) |
|
|
19,000 |
|
|
|
11,000 |
|
Referral fees paid to an affiliate (3) |
|
|
- |
|
|
|
- |
|
AFCA 2 receives fees from the borrowers of the Partnership’s MRBs, taxable MRBs, GILs, taxable GIL and certain property loans for services provided to the borrower and based on the occurrence of certain investment transactions. These fees were paid by the borrowers and are not reported in the Partnership’s condensed consolidated financial statements. The following table summarizes transactions between borrowers of the Partnership’s MRBs, GILs and certain property loans and affiliates for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Non-Partnership property administrative fees received by AFCA 2 (1) |
|
$ |
9,000 |
|
|
$ |
9,000 |
|
Investment/mortgage placement fees earned by AFCA 2 (2) |
|
|
- |
|
|
|
1,254,000 |
|
Greystone Servicing Company LLC, an affiliate of the Partnership, has forward committed to purchase seven of the Partnership’s GILs (Note 7), once certain conditions are met, at a price equal to the outstanding principal plus accrued interest. Greystone Servicing Company LLC is committed to then immediately sell the GILs to Freddie Mac pursuant to a financing commitment between Greystone Servicing Company LLC and Freddie Mac.
Greystone Select, an affiliate of the Partnership, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement (Note 14). The guaranty is enforceable if an event of default occurs, the administrative agent takes certain actions in relation to the collateral and the amounts due under the Secured Credit Agreement are not collected within a certain period of time after the commencement of such actions. No fees were paid to Greystone Select related to the deficiency guaranty agreement.
The Partnership reported receivables due from unconsolidated entities of approximately $168,000 and $149,000 as of March 31, 2022 and December 31, 2021, respectively. These amounts are reported within “Other assets” in the Partnership's condensed consolidated balance sheets. The Partnership had outstanding liabilities due to related parties totaling approximately $455,000 and $417,000 as of March 31, 2022 and December 31, 2021, respectively. These amounts are reported within “Accounts payable, accrued expenses and other liabilities” in the Partnership's condensed consolidated balance sheets.
37
22. Fair Value of Financial Instruments
Current accounting guidance on fair value measurements establishes a framework for measuring fair value and provides for expanded disclosures about fair value measurements. The guidance:
Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:
The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for the assets and liabilities measured at fair value on a recurring basis.
Investments in MRBs, Taxable MRBs and Bond Purchase Commitments
The fair value of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of March 31, 2022 and December 31, 2021, is based upon prices obtained from third-party pricing services, which are estimates of market prices. There is no active trading market for these securities, and price quotes for the securities are not available. The valuation methodology of the Partnership’s third-party pricing services incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each security as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, illiquidity, legal structure of the borrower, collateral, seniority to other obligations, operating results of the underlying property, geographic location, and property quality. These characteristics are used to estimate an effective yield for each security. The security fair value is estimated using a discounted cash flow and yield to maturity or call analysis by applying the effective yield to contractual cash flows. Significant increases (decreases) in the effective yield would have resulted in a significantly lower (higher) fair value estimate. Changes in fair value due to an increase or decrease in the effective yield do not impact the Partnership’s cash flows.
The Partnership evaluates pricing data received from the third-party pricing services by evaluating consistency with information from either the third-party pricing services or public sources. The fair value estimates of the MRBs, taxable MRBs and bond purchase commitments are based largely on unobservable inputs believed to be used by market participants and requires the use of judgment on the part of the third-party pricing service and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments are categorized as Level 3 assets.
The range of effective yields and weighted average effective yields of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of March 31, 2022 and December 31, 2021 are as follows:
|
|
Range of Effective Yields |
|
Weighted Average Effective Yields (1) |
|
|||||||
Security Type |
|
March 31, 2022 |
|
December 31, 2021 |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Mortgage revenue bonds |
|
1.6% - 20.2% |
|
0.9% - 19.1% |
|
|
4.3 |
% |
|
|
3.1 |
% |
Taxable mortgage revenue bonds |
|
4.0% - 9.2% |
|
4.0% - 8.1% |
|
|
5.5 |
% |
|
|
5.9 |
% |
Bond purchase commitments |
|
4.3% - 4.5% |
|
3.2% - 3.3% |
|
|
4.4 |
% |
|
|
3.2 |
% |
38
Derivative Financial Instruments
The effect of the Partnership’s interest rate swap agreements is to change a variable rate debt obligation to a fixed rate for that portion of the debt equal to the notional amount of the agreement. The Partnership uses a third-party pricing service that incorporates commonly used market pricing methods. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements and therefore the interest rate swaps are categorized as Level 2 assets or liabilities.
The effect of the Partnership’s interest rate cap is to set a cap, or upper limit, subject to performance of the counterparty, on the base rate of interest paid on the Partnership’s variable rate debt financings equal to the notional amount of the derivative agreement. The effect of the Partnership’s interest rate swaps is to change a variable rate debt obligation to a fixed rate for that portion of the debt equal to the notional amount of the derivative agreement. The inputs in the interest rate cap and interest rate swap agreements valuation model include three-month LIBOR rates, unobservable adjustments to account for the SIFMA, as well as any recent interest rate cap trades with similar terms. The fair value is based on a model with inputs that are not observable and therefore the interest rate cap is categorized as a Level 3 asset.
The effect of the Partnership’s total return swaps is to lower the net interest rate related to the Partnership’s Secured Notes equal to the notional amount of the derivative instruments. The inputs in the total return swap valuation model include changes in the value of the Secured Notes and the associated changes in value of the underlying assets securing the Secured Notes, accrued and unpaid interest, and any potential gain share amounts. The fair value is based on a model with inputs that are not observable and therefore the total return swaps are categorized as Level 3 assets or liabilities.
Assets measured at fair value on a recurring basis as of March 31, 2022 are summarized as follows:
|
|
Fair Value Measurements as of March 31, 2022 |
|
|||||||||||||
Description |
|
Assets at |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage revenue bonds, held in trust |
|
$ |
714,524,298 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
714,524,298 |
|
Mortgage revenue bonds |
|
|
20,431,600 |
|
|
|
- |
|
|
|
- |
|
|
|
20,431,600 |
|
Bond purchase commitments (reported within other assets) |
|
|
145,323 |
|
|
|
- |
|
|
|
- |
|
|
|
145,323 |
|
Taxable mortgage revenue bonds (reported within other assets) |
|
|
9,535,962 |
|
|
|
- |
|
|
|
- |
|
|
|
9,535,962 |
|
Derivative financial instruments (reported within other assets) |
|
|
2,738,404 |
|
|
|
- |
|
|
|
2,340,746 |
|
|
|
397,658 |
|
Total Assets at Fair Value, net |
|
$ |
747,375,587 |
|
|
$ |
- |
|
|
$ |
2,340,746 |
|
|
$ |
745,034,841 |
|
The following tables summarize the activity related to Level 3 assets for the three months ended March 31, 2022:
|
|
For the Three Months Ended March 31, 2022 |
|
|||||||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||||||
|
|
Mortgage |
|
|
Bond Purchase |
|
|
Taxable |
|
|
Derivative |
|
|
Total |
|
|||||
Beginning Balance January 1, 2022 |
|
$ |
793,509,844 |
|
|
$ |
964,404 |
|
|
$ |
3,428,443 |
|
|
$ |
343,418 |
|
|
$ |
798,246,109 |
|
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings (interest income and |
|
|
114,300 |
|
|
|
- |
|
|
|
- |
|
|
|
1,874,738 |
|
|
|
1,989,038 |
|
Included in other comprehensive income |
|
|
(47,536,733 |
) |
|
|
(819,081 |
) |
|
|
(214,923 |
) |
|
|
- |
|
|
|
(48,570,737 |
) |
Purchases |
|
|
69,365,000 |
|
|
|
- |
|
|
|
6,325,000 |
|
|
|
- |
|
|
|
75,690,000 |
|
Settlements |
|
|
(79,635,980 |
) |
|
|
- |
|
|
|
(2,558 |
) |
|
|
(1,820,498 |
) |
|
|
(81,459,036 |
) |
Other (2) |
|
|
(860,533 |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(860,533 |
) |
Ending Balance March 31, 2022 |
|
$ |
734,955,898 |
|
|
$ |
145,323 |
|
|
$ |
9,535,962 |
|
|
$ |
397,658 |
|
|
$ |
745,034,841 |
|
Total amount of gains for the |
|
$ |
5,279 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
134,384 |
|
|
$ |
139,663 |
|
39
Assets measured at fair value on a recurring basis as of December 31, 2021 are summarized as follows:
|
|
Fair Value Measurements as of December 31, 2021 |
|
|||||||||||||
Description |
|
Assets |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage revenue bonds, held in trust |
|
$ |
750,934,848 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
750,934,848 |
|
Mortgage revenue bonds |
|
|
42,574,996 |
|
|
|
- |
|
|
|
- |
|
|
|
42,574,996 |
|
Bond purchase commitments (reported within other assets) |
|
|
964,404 |
|
|
|
|
|
|
|
|
|
964,404 |
|
||
Taxable mortgage revenue bonds (reported within other assets) |
|
|
3,428,443 |
|
|
|
- |
|
|
|
- |
|
|
|
3,428,443 |
|
Derivative instruments (reported within other assets) |
|
|
343,418 |
|
|
|
- |
|
|
|
- |
|
|
|
343,418 |
|
Total Assets at Fair Value, net |
|
$ |
798,246,109 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
798,246,109 |
|
The following tables summarize the activity related to Level 3 assets and liabilities for the three months ended March 31, 2021:
|
|
For the Three Months Ended March 31, 2021 |
|
|||||||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||||||
|
|
Mortgage |
|
|
Bond Purchase Commitments |
|
|
Taxable |
|
|
Interest Rate |
|
|
Total |
|
|||||
Beginning Balance January 1, 2021 |
|
$ |
794,432,485 |
|
|
$ |
431,879 |
|
|
$ |
1,510,437 |
|
|
$ |
321,503 |
|
|
$ |
796,696,304 |
|
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings (interest income and |
|
|
34,531 |
|
|
|
- |
|
|
|
- |
|
|
|
1,806,167 |
|
|
|
1,840,698 |
|
Included in other comprehensive |
|
|
(16,234,685 |
) |
|
|
(120,970 |
) |
|
|
(64,112 |
) |
|
|
- |
|
|
|
(16,419,767 |
) |
Purchases |
|
|
2,071,500 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,071,500 |
|
Settlements |
|
|
(8,778,919 |
) |
|
|
- |
|
|
|
(2,337 |
) |
|
|
(1,800,294 |
) |
|
|
(10,581,550 |
) |
Ending Balance March 31, 2021 |
|
$ |
771,524,912 |
|
|
$ |
310,909 |
|
|
$ |
1,443,988 |
|
|
$ |
327,376 |
|
|
$ |
773,607,185 |
|
Total amount of gains for the |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
7,451 |
|
|
$ |
7,451 |
|
Total gains and losses included in earnings for the derivative financial instruments are reported within “Interest expense” in the Partnership's condensed consolidated statements of operations.
As of March 31, 2022 and December 31, 2021, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s GILs, taxable GIL, and construction financing loans that share a first mortgage lien with the GILs, which is an estimate of their market price. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of the GILs and property loans as well as other quantitative and qualitative characteristics including, but not limited to, the progress of construction and operations of the underlying properties, and the financial capacity of guarantors. The valuation methodology also considers the probability that conditions for the execution of forward commitments to purchase the GILs will be met. Due to the judgments involved, the fair value measurements of the Partnership’s GILs, taxable GILs, and construction financing loans are categorized as Level 3 assets. The fair value of the GILs, taxable GILs, and construction financing loans approximated amortized cost as of March 31, 2022 and December 31, 2021.
As of March 31, 2022 and December 31, 2021, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s financial liabilities, which are estimates of market prices. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each financial liability as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, legal structure, seniority to other obligations, operating results of the underlying assets, and asset quality. The financial liability values are then estimated using a discounted cash flow and yield to maturity or call analysis.
40
The Partnership evaluates pricing data received from the third-party pricing service, including consideration of current market interest rates, quantitative and qualitative characteristics of the underlying collateral, and other information from either the third-party pricing service or public sources. The fair value estimates of these financial liabilities are based largely on unobservable inputs believed to be used by market participants and require the use of judgment on the part of the third-party pricing service and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s financial liabilities are categorized as Level 3 liabilities. The TEBS financings are credit enhanced by Freddie Mac. The TOB trust financings are credit enhanced by either Mizuho or Barclays. The table below summarizes the fair value of the Partnership’s financial liabilities as of March 31, 2022 and December 31, 2021:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt financing |
|
$ |
882,453,664 |
|
|
$ |
891,986,761 |
|
|
$ |
820,078,714 |
|
|
$ |
854,428,834 |
|
Secured lines of credit |
|
|
30,199,000 |
|
|
|
30,199,000 |
|
|
|
45,714,000 |
|
|
|
45,714,000 |
|
Mortgages payable and other secured financing |
|
|
26,683,361 |
|
|
|
26,684,572 |
|
|
|
26,824,543 |
|
|
|
26,825,840 |
|
23. Segments
As of March 31, 2022, the Partnership had four reportable segments: (1) Affordable Multifamily MRB Investments, (2) Seniors and Skilled Nursing MRB Investments, (3) MF Properties, and (4) Market-Rate Joint Venture Investments. The Partnership presented a fifth reportable segment, Public Housing Capital Fund Trusts, in its recent quarterly and annual filings. All activity in the Public Housing Capital Fund Trusts segment ceased with the sale of the Public Housing Capital Trust Fund investments in January 2020 and information is not presented for this segment as it had no operations during the periods presented. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments.
Affordable Multifamily MRB Investments Segment
The Affordable Multifamily MRB Investments segment consists of the Partnership’s portfolio of MRBs, GILs, and related property loans that have been issued to provide construction and/or permanent financing for multifamily residential and commercial properties in their market areas. Such MRBs and GILs are held as investments, and the related property loans, net of loan loss allowances, are reported as such in the Partnership's condensed consolidated balance sheets. As of March 31, 2022, the Partnership reported 71 MRBs and nine GILs in this segment. As of March 31, 2022, the multifamily residential properties securing the MRBs and GILs contain a total of 10,389 and 1,832 multifamily rental units, respectively. In addition, one MRB (Provision Center 2014-1) is collateralized by commercial real estate. All “General and administrative expenses” on the Partnership's condensed consolidated statements of operations are reported within this segment.
Seniors and Skilled Nursing MRB Investments Segment
The Seniors and Skilled Nursing MRB Investments segment consists of an MRB and a property loan that have been issued to provide acquisition, construction and/or permanent financing for seniors housing and skilled nursing properties. Seniors housing consists of a combination of the independent living, assisted living and memory care units. As of March 31, 2022, the property securing the MRB contains a total of 154 seniors housing units and the skilled nursing facility securing the property loan has 128 beds.
Market-Rate Joint Venture Investments Segment
The Market-Rate Joint Venture Investments segment consists of the operations of ATAX Vantage Holdings, LLC, which makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties (Note 9). The Market-Rate Joint Venture Investments segment also includes the consolidated VIE of Vantage at San Marcos (Note 5).
41
MF Properties Segment
The MF Properties segment consists primarily of multifamily and student housing residential properties held by the Partnership (Note 8). During the time the Partnership holds an interest in an MF Property, any excess cash flow will be available for distribution to the Partnership. As of March 31, 2022, the Partnership owned two MF Properties containing a total of 859 rental units. Income tax expense for the Greens Hold Co is reported within this segment.
The following table details certain financial information for the Partnership’s reportable segments for the three months ended March 31, 2022 and 2021:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Total revenues |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
14,133,406 |
|
|
$ |
10,794,788 |
|
Seniors and Skilled Nursing MRB Investments |
|
|
229,378 |
|
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
2,916,586 |
|
|
|
1,898,176 |
|
MF Properties |
|
|
1,927,001 |
|
|
|
1,694,524 |
|
Total revenues |
|
$ |
19,206,371 |
|
|
$ |
14,387,488 |
|
|
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
3,472,044 |
|
|
$ |
4,944,277 |
|
Seniors and Skilled Nursing MRB Investments |
|
|
- |
|
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
192,324 |
|
|
|
- |
|
MF Properties |
|
|
272,763 |
|
|
|
282,198 |
|
Total interest expense |
|
$ |
3,937,131 |
|
|
$ |
5,226,475 |
|
|
|
|
|
|
|
|
||
Depreciation expense |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
5,962 |
|
|
$ |
5,811 |
|
Seniors and Skilled Nursing MRB Investments |
|
|
- |
|
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
- |
|
|
|
- |
|
MF Properties |
|
|
677,700 |
|
|
|
677,649 |
|
Total depreciation expense |
|
$ |
683,662 |
|
|
$ |
683,460 |
|
|
|
|
|
|
|
|
||
Net income (loss) |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
6,965,555 |
|
|
$ |
2,549,452 |
|
Seniors and Skilled Nursing MRB Investments |
|
|
228,753 |
|
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
19,162,043 |
|
|
|
4,706,221 |
|
MF Properties |
|
|
(92,333 |
) |
|
|
(262,819 |
) |
Net income |
|
$ |
26,264,018 |
|
|
$ |
6,992,854 |
|
The following table details total assets for the Partnership’s reportable segments as of March 31, 2022 and December 31, 2021:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Total assets |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
1,320,010,193 |
|
|
$ |
1,304,626,248 |
|
Seniors and Skilled Nursing MRB Investments |
|
|
12,761,007 |
|
|
|
13,533,020 |
|
Market-Rate Joint Venture Investments |
|
|
111,842,744 |
|
|
|
112,052,513 |
|
MF Properties |
|
|
61,702,566 |
|
|
|
66,501,994 |
|
Consolidation/eliminations |
|
|
(110,414,222 |
) |
|
|
(110,804,292 |
) |
Total assets |
|
$ |
1,395,902,288 |
|
|
$ |
1,385,909,483 |
|
24. Subsequent Events
On April 1, 2022, the Partnership effected the one-for-three Reverse Unit Split of its outstanding BUCs. As a result of the Reverse Unit Split, holders of BUCs received one BUC for every three BUCs owned at the close of business on April 1, 2022. The one-for-three Reverse Unit Split has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods presented in the Partnership’s condensed consolidated financial statements.
In April 2022, the Partnership extended the maturity of the TOB Trust 2021-XF-2953 with Barclays from January 2023 to April 2023. In addition, the Partnership extended the maturity of the Hope on Avalon and Hope on Broadway TOB trust financings with
42
Mizuho from February 2023 to August 2023. There were no additional changes to terms or fees associated with the extension of the TOB trust financings.
In April 2022, the Partnership deposited the Lutheran Gardens MRB into an existing TOB trust financing arrangement with Barclays for additional debt financing proceeds. The following table summarizes the terms of the TOB trust financing upon deposit of the MRB:
TOB Trusts Securitization |
|
TOB |
|
|
Stated Maturity |
|
Reset |
|
OBFR |
|
Facility Fees |
|
Interest Rate |
|
TOB Trust 2021-XF2953 |
|
$ |
8,280,000 |
|
|
April 2023 |
|
Weekly |
|
0.59% |
|
1.27% |
|
1.86% |
In April 2022, the Partnership committed to fund an MRB and a taxable MRB for the construction and permanent financing of an affordable multifamily property. The Partnership funded its initial investment with available cash. The following table summarizes the terms of the Partnership’s MRB and taxable MRB commitments:
Commitment |
|
Month |
|
Property |
|
Units |
|
Maturity |
|
Interest Rate |
|
Initial |
|
|
Maximum |
|
||
The Residency at the Entrepreneur - Series J-1 |
|
April 2022 |
|
Los Angeles, CA |
|
200 |
|
3/31/2040 |
|
6.00% |
|
$ |
9,000,000 |
|
|
$ |
- |
|
The Residency at the Entrepreneur - Series J-2 |
|
April 2022 |
|
Los Angeles, CA |
|
200 |
|
3/31/2040 |
|
6.00% |
|
|
7,500,000 |
|
|
|
- |
|
The Residency at the Entrepreneur - Series J-3 |
|
April 2022 |
|
Los Angeles, CA |
|
200 |
|
3/31/2040 |
|
6.00% |
|
|
- |
|
|
|
26,080,000 |
|
The Residency at the Entrepreneur - Series J-4 (1) |
|
April 2022 |
|
Los Angeles, CA |
|
200 |
|
3/31/2040 |
|
SOFR + 3.60% (2) |
|
|
- |
|
|
|
16,420,000 |
|
The Residency at the Entrepreneur - Series J-T |
|
April 2022 |
|
Los Angeles, CA |
|
200 |
|
4/1/2025 (3) |
|
SOFR + 3.65% (4) |
|
|
1,000,000 |
|
|
|
12,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,500,000 |
|
|
$ |
54,500,000 |
|
In April 2022, the Partnership issued 2,000,000 Series A-1 Preferred Units to a financial institution in exchange for 2,000,000 outstanding Series A Preferred Units held by that institution. There were no net proceeds to the Partnership as a result of the exchange transaction.
In April 2022, the Partnership and Bankers Trust Company amended the Acquisition LOC credit agreement to update certain defined terms effective March 31, 2022.
In April 2022, the Partnership loaned funds totaling $825,000 to a borrower in the form of a property loan secured by the borrower’s interest in Poppy Grove, a development property. The property loan bears interest at a fixed rate of 8.0% and has a stated maturity date in July 2022.
In May 2022, the following MRB was redeemed at a price equal to the Partnership’s carrying value plus accrued interest:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
Original |
|
Interest Rate |
|
Principal |
|
|
Bridle Ridge |
|
May 2022 |
|
Greer, SC |
|
152 |
|
1/1/2043 |
|
6.00% |
|
$ |
7,100,000 |
|
43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In this Management’s Discussion and Analysis, all references to “we,” “us,” and the “Partnership” refer to America First Multifamily Investors, L.P., its consolidated subsidiaries, and consolidated VIEs for all periods presented. See Note 2 and Note 5 to the Partnership’s condensed consolidated financial statements for further disclosure. All BUC and per BUC numbers have been retroactively adjusted to reflect the 1-for-3 Reverse Unit Split effected on April 1, 2022.
Critical Accounting Policies and Estimates
The Partnership’s critical accounting policies and estimates are the same as those described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the Partnership’s condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions include those used in determining (i) the fair value of MRBs; (ii) investment impairments; (iii) impairment of real estate assets; and (iv) loan loss allowances.
Partnership Summary
The Partnership was formed in 1998 primarily for the purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily and commercial properties. We also invest in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. We expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We may also invest in other types of securities and investments that may or may not be secured by real estate to the extent allowed by the Partnership Agreement.
We also make noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until their “highest and best use” can be determined by management.
The Partnership includes the assets, liabilities, and results of operations of the Partnership, our wholly owned subsidiaries and consolidated VIEs. All significant transactions and accounts between us and the consolidated VIEs have been eliminated in consolidation. See Note 2 to the Partnership’s condensed consolidated financial statements for additional details.
As of March 31, 2022, we have four reportable segments: (1) Affordable Multifamily MRB Investments, (2) Seniors and Skilled Nursing MRB Investments, (3) Market-Rate Joint Venture Investments and (4) MF Properties. The Partnership presented a fifth reportable segment, Public Housing Capital Fund Trusts, in its previous quarterly and annual filings. All activity in the Public Housing Capital Fund Trusts segment ceased with the sale of the Public Housing Capital Trust Fund investments in January 2020 and information is not presented for this segment as it had no operations during the periods presented. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments. See Notes 2 and 23 to the Partnership’s condensed consolidated financial statements for additional details. The following table presents summary information regarding activity of our segments for the three months ended March 31, 2022 and 2021 (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2022 |
|
|
Percentage of Total |
|
|
2021 |
|
|
Percentage of Total |
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affordable Multifamily MRB Investments |
|
$ |
14,133 |
|
|
|
74 |
% |
|
$ |
10,795 |
|
|
|
75 |
% |
Seniors and Skilled Nursing MRB Investments |
|
|
229 |
|
|
|
1 |
% |
|
|
- |
|
|
|
0 |
% |
Market-Rate Joint Venture Investments |
|
|
2,917 |
|
|
|
15 |
% |
|
|
1,898 |
|
|
|
13 |
% |
MF Properties |
|
|
1,927 |
|
|
|
10 |
% |
|
|
1,695 |
|
|
|
12 |
% |
Total revenues |
|
$ |
19,206 |
|
|
|
|
|
$ |
14,388 |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affordable Multifamily MRB Investments |
|
$ |
6,966 |
|
|
|
27 |
% |
|
$ |
2,549 |
|
|
|
36 |
% |
Seniors and Skilled Nursing MRB Investments |
|
|
229 |
|
|
|
1 |
% |
|
|
- |
|
|
|
0 |
% |
Market-Rate Joint Venture Investments |
|
|
19,162 |
|
|
|
72 |
% |
|
|
4,706 |
|
|
|
68 |
% |
MF Properties |
|
|
(92 |
) |
|
|
0 |
% |
|
|
(263 |
) |
|
|
-4 |
% |
Net income |
|
$ |
26,265 |
|
|
|
|
|
$ |
6,992 |
|
|
|
|
||
44
Corporate Responsibility
The Partnership is committed to corporate responsibility and the importance of developing environmental, social and governance (“ESG”) policies and practices consistent with that commitment. We believe the implementation and maintenance of such policies and practices benefit the employees that serve the Partnership, support long-term performance for our Unitholders, and have a positive impact on society and the environment.
Environmental Responsibility
Achieving environmental and sustainability goals in connection with our affordable housing investment activity is important to us. Opportunities for positive environmental investments are open to us because private activity bond volume cap and LIHTC allocations are key components of the capital structure for most new construction or acquisition/rehabilitation affordable housing properties financed by our MRB and GIL investments. These resources are allocated by individual states to our property sponsors through a competitive application process under a state-specific qualified allocation plan (“QAP”) as required under Section 42 of the IRC. Each state implements its public policy objectives through an application scoring or ranking system that rewards certain property features. Some of the common features rewarded under individual state QAPs are transit amenities (proximity to various forms of public transportation), proximity to public services (parks, libraries, full scale supermarkets, or a senior center), and energy efficiency/sustainability. Some state-specific QAPs have minimum energy efficiency standards that must be met, such as the use of low water need landscaping, Energy Star appliances and hot water heaters, and GREENGUARD Gold certified insulation. Since we can only finance properties with successful applications, we work with our sponsor clients to maximize these environmental features such that their applications can earn the most points possible under the individual state’s QAP. During 2021, properties related to our MRB investments in Jackson Manor Apartments and Residency at the Mayer and all our six new GIL investments were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs. Our MRB investment in Meadow Valley in December 2021 received only private activity bond cap allocation but was done in conjunction with commercial property assessed clean energy financing from another lender.
The Suites on Paseo MF Property, which is wholly owned by the Partnership, is LEED Silver Certified. LEED provides a framework for healthy, efficient, carbon and cost-saving green buildings. To achieve LEED certification, a property earns points by adhering to prerequisites and credits that address carbon, energy, water, waste, transportation, materials, health and indoor environmental quality.
We are committed to minimizing the overall environmental impact of our corporate operations. As only 13 employees of Greystone Manager are responsible for the Partnership’s operations, we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.
Social Responsibility
Our investments in MRBs and GILs directly support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. Each of the properties securing our MRB and GIL investments is required to maintain a minimum percentage of units set-aside for low-income tenants in accordance with IRC guidelines, and the owners of the properties often agree to exceed the minimum IRC requirements. In addition, the rent charged to low-income tenants at MRB or GIL properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any newly originated MRBs or GILs associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required. These properties provide valuable support to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.
Corporate Governance
Greystone Manager, as the general partner of the Partnership’s general partner, is committed to corporate governance that aligns with the interests of our Unitholders and stakeholders. The Board of Managers of Greystone Manager brings a diverse set of skills and experiences across industries in the public, private and not-for-profit sectors. The composition of the Greystone Manager Board of Managers complies with NASDAQ listing rules and SEC rules applicable to the Partnership. All the members of the Audit Committee of Greystone Manager are independent under the applicable SEC and NASDAQ independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female.
45
Recent Developments
Recent Investment Activity
The following table presents information regarding the investment activity of the Partnership for the three months ended March 31, 2022 and 2021:
Investment Activity |
|
# |
|
Amount |
|
|
Retired Debt |
|
|
Tier 2 income |
|
|
Notes to the |
|||
For the Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond acquisitions and advances |
|
3 |
|
$ |
69,365 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Mortgage revenue bond redemptions |
|
4 |
|
|
70,479 |
|
|
$ |
45,109 |
|
|
N/A |
|
|
6 |
|
Governmental issuer loan advances |
|
6 |
|
|
16,882 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Investments in unconsolidated entities |
|
5 |
|
|
12,777 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Return of investment in unconsolidated entity upon sale |
|
1 |
|
|
12,240 |
|
|
N/A |
|
|
$ |
2,646 |
|
|
9 |
|
Property loan advances |
|
5 |
|
|
38,412 |
|
|
N/A |
|
|
N/A |
|
|
10 |
||
Property loan redemptions and principal paydowns |
|
7 |
|
|
3,251 |
|
|
N/A |
|
|
N/A |
|
|
10 |
||
Taxable mortgage revenue bond acquisition and advance |
|
2 |
|
|
6,325 |
|
|
N/A |
|
|
N/A |
|
|
12 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
For the Three Months Ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond advance |
|
1 |
|
$ |
2,072 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Mortgage revenue bond redemptions |
|
2 |
|
|
7,385 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Governmental issuer loan advances |
|
6 |
|
|
39,068 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Investment in unconsolidated entity |
|
1 |
|
|
1,426 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Return of investment in unconsolidated entity upon sale |
|
1 |
|
|
10,425 |
|
|
N/A |
|
|
$ |
702 |
|
|
9 |
|
Property loan advances |
|
3 |
|
|
3,000 |
|
|
N/A |
|
|
N/A |
|
|
10 |
||
Taxable governmental issuer loan advance |
|
1 |
|
|
1,000 |
|
|
N/A |
|
|
N/A |
|
|
12 |
||
Recent Financing Activity
The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the three months ended March 31, 2022 and 2021, exclusive of retired debt amounts listed in the investment activity table above:
Financing, Derivative and Capital Activity |
|
# |
|
|
Amount |
|
|
Secured |
|
Maximum |
|
Notes to the |
||
For the Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||
Net repayment on secured LOC |
|
|
1 |
|
|
$ |
15,515 |
|
|
Yes |
|
N/A |
|
14 |
Proceeds from TOB trust financings with Mizuho |
|
|
8 |
|
|
|
108,530 |
|
|
Yes |
|
N/A |
|
15 |
Proceeds from TOB trust financing with Barclays |
|
|
1 |
|
|
|
800 |
|
|
Yes |
|
N/A |
|
15 |
Unrestricted cash from total return swap |
|
|
1 |
|
|
|
41,275 |
|
|
Yes |
|
N/A |
|
17 |
Interest rate swaps purchased |
|
|
2 |
|
|
|
- |
|
|
N/A |
|
N/A |
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended March 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||
Net repayment on unsecured LOCs |
|
|
5 |
|
|
$ |
7,475 |
|
|
No |
|
N/A |
|
N/A |
Proceeds from TOB trust financings with Mizuho |
|
|
5 |
|
|
|
39,594 |
|
|
Yes |
|
N/A |
|
15 |
46
Affordable Multifamily MRB Investments Segment
The Partnership’s primary purpose is to acquire and hold as investments a portfolio of MRBs which have been issued to provide construction and/or permanent financing for Residential Properties and commercial properties in their market areas. The Partnership has also invested in GILs, a taxable GIL and property loans which are included within this segment.
The following table compares operating results for the Affordable Multifamily MRB Investments segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Affordable Multifamily MRB Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
14,133 |
|
|
$ |
10,795 |
|
|
$ |
3,338 |
|
|
|
30.9 |
% |
Interest expense |
|
|
3,472 |
|
|
|
4,944 |
|
|
|
(1,472 |
) |
|
|
-29.8 |
% |
Segment net income |
|
|
6,966 |
|
|
|
2,549 |
|
|
|
4,417 |
|
|
|
173.3 |
% |
Comparison of the three months ended March 31, 2022 and 2021
Total revenues increased for the three months ended March 31, 2022 as compared to the same period in 2021 primarily due to:
Interest expense decreased for the three months ended March 31, 2022 as compared to the same period in 2021 primarily due to:
Segment net income for the three months ended March 31, 2022 increased as compared to the same period in 2021 due to:
The following table summarizes the segment’s net interest income, average balances, and related yields earned on interest-earning assets and incurred on interest-bearing liabilities, as well as other income included in total revenues for the three months ended March 31, 2022 and 2021. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.
47
|
|
For the Three Months Ended March 31, |
|||||||||||||||||||||||
|
|
2022 |
|
|
2021 |
|
|
||||||||||||||||||
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage revenue bonds |
|
$ |
690,233 |
|
|
$ |
9,812 |
|
|
|
5.7 |
% |
|
$ |
667,989 |
|
|
$ |
9,751 |
|
|
|
5.8 |
% |
|
Governmental issuer loans |
|
|
194,028 |
|
|
|
1,672 |
|
|
|
3.4 |
% |
|
|
90,094 |
|
|
|
739 |
|
|
|
3.3 |
% |
|
Property loans |
|
|
73,905 |
|
|
|
2,504 |
|
|
|
13.6 |
% |
(1) |
|
15,671 |
|
|
|
227 |
|
|
|
5.8 |
% |
|
Other investments |
|
|
8,305 |
|
|
|
114 |
|
|
|
5.5 |
% |
|
|
1,959 |
|
|
|
54 |
|
|
|
11.0 |
% |
|
Total interest-earning assets |
|
$ |
966,471 |
|
|
$ |
14,102 |
|
|
|
5.8 |
% |
|
$ |
775,713 |
|
|
$ |
10,771 |
|
|
|
5.6 |
% |
|
Non-investment income |
|
|
|
|
|
31 |
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
||||
Total revenues |
|
|
|
|
$ |
14,133 |
|
|
|
|
|
|
|
|
$ |
10,795 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lines of credit |
|
$ |
27,578 |
|
|
$ |
234 |
|
|
|
3.4 |
% |
|
$ |
11,117 |
|
|
$ |
77 |
|
|
|
2.8 |
% |
|
Fixed TEBS financing |
|
|
277,580 |
|
|
|
2,732 |
|
|
|
3.9 |
% |
|
|
288,011 |
|
|
|
2,790 |
|
|
|
3.9 |
% |
|
Variable TEBS financing |
|
|
76,801 |
|
|
|
288 |
|
|
|
1.5 |
% |
|
|
78,119 |
|
|
|
279 |
|
|
|
1.4 |
% |
|
Variable Secured Notes (2) |
|
|
103,029 |
|
|
|
732 |
|
|
|
2.8 |
% |
|
|
103,397 |
|
|
|
583 |
|
|
|
2.3 |
% |
|
Fixed Term & TOB trust financing |
|
|
12,931 |
|
|
|
64 |
|
|
|
2.0 |
% |
|
|
13,024 |
|
|
|
115 |
|
|
|
3.5 |
% |
|
Variable TOB trust financing |
|
|
395,161 |
|
|
|
1,562 |
|
|
|
1.6 |
% |
|
|
214,374 |
|
|
|
901 |
|
|
|
1.7 |
% |
|
Amortization of deferred finance costs |
|
N/A |
|
|
|
335 |
|
|
N/A |
|
|
N/A |
|
|
|
206 |
|
|
N/A |
|
|
||||
Derivative fair value adjustments |
|
N/A |
|
|
|
(2,475 |
) |
|
N/A |
|
|
N/A |
|
|
|
(7 |
) |
|
N/A |
|
|
||||
Total interest-bearing liabilities |
|
$ |
893,080 |
|
|
$ |
3,472 |
|
|
|
1.6 |
% |
|
$ |
708,042 |
|
|
$ |
4,944 |
|
|
|
2.8 |
% |
|
Net interest income/spread (3) |
|
|
|
|
$ |
10,630 |
|
|
|
4.4 |
% |
|
|
|
|
$ |
5,827 |
|
|
|
3.0 |
% |
|
||
The following table summarizes the changes in interest income and interest expense for the three months ended March 31, 2022 and 2021, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, or 2) changes in the interest rates of the interest-earning assets and interest-bearing liabilities. All dollar amounts are in thousands.
|
|
For the Three Months Ended March 31, 2022 vs. 2021 |
|
|
|||||||||
|
|
Total |
|
|
Average |
|
|
Average |
|
|
|||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bonds |
|
$ |
61 |
|
|
$ |
325 |
|
|
$ |
(264 |
) |
|
Governmental issuer loans |
|
|
933 |
|
|
|
853 |
|
|
|
80 |
|
|
Property loans |
|
|
2,277 |
|
|
|
844 |
|
|
|
1,433 |
|
|
Other investments |
|
|
60 |
|
|
|
175 |
|
|
|
(115 |
) |
|
Total interest-earning assets |
|
$ |
3,331 |
|
|
$ |
2,197 |
|
|
$ |
1,134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|||
Lines of credit |
|
$ |
157 |
|
|
$ |
114 |
|
|
$ |
43 |
|
|
Fixed TEBS financing |
|
|
(58 |
) |
|
|
(101 |
) |
|
|
43 |
|
|
Variable TEBS financing |
|
|
9 |
|
|
|
(5 |
) |
|
|
14 |
|
|
Variable Secured Notes (1) |
|
|
149 |
|
|
|
(2 |
) |
|
|
151 |
|
|
Fixed Term & TOB trust financing |
|
|
(51 |
) |
|
|
(1 |
) |
|
|
(50 |
) |
|
Variable TOB trust financing |
|
|
661 |
|
|
|
760 |
|
|
|
(99 |
) |
|
Amortization of deferred finance costs |
|
|
129 |
|
|
N/A |
|
|
|
129 |
|
|
|
Derivative fair value adjustments |
|
|
(2,468 |
) |
|
N/A |
|
|
|
(2,468 |
) |
|
|
Total interest-bearing liabilities |
|
$ |
(1,472 |
) |
|
$ |
765 |
|
|
$ |
(2,237 |
) |
|
Net interest income |
|
$ |
4,803 |
|
|
$ |
1,432 |
|
|
$ |
3,371 |
|
|
48
Operational Matters
We continue to regularly discuss operations and the impacts of COVID-19 with property owners and property management service providers of multifamily properties securing our MRBs. We have noted in conversations with certain property managers that rent payment relief programs are still being utilized by some of the tenant population. We noted slight declines in occupancy and operating results at our multifamily properties securing MRBs due to COVID-19. However, operating results, plus the availability of reserves, have allowed all properties to be current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service payments. If property operating results significantly decline, we may choose to provide support to the properties through supplemental property loans to prevent defaults on the related MRBs.
During 2020 and the first half of 2021, COVID-19 had a significant impact on Live 929 Apartments, our sole student housing MRB property. As of March 31, 2022, Live 929 Apartments is 98% occupied, which is higher than occupancy levels prior to the onset of COVID-19. The nearby educational institution, Johns Hopkins University, has resumed on-campus, in-person classes. In January 2022, the borrower completed a restructuring of all senior debt secured by the property. The restructuring transaction provided additional funds to resolve certain payables, fund a debt service reserve, fund repairs and capital improvements, and improve the debt service coverage going forward. In the restructuring transaction, our Live 929 Apartments – 2014 Series A and 2014 Series B MRBs were redeemed at par plus accrued interest and we purchased a new Series 2022A MRB with principal of $66.4 million and a Series 2022B taxable MRB of $3.6 million, both with fixed interest rates of 4.30%. We believe the restructured debt and estimated future property operations will eliminate the need for further forbearance.
The borrower of the Provision Center 2014-1 MRB, our only commercial MRB property, filed for protection under Chapter 11 of Title 11 of the United States Code in December 2020. In January 2022, the US Bankruptcy Court for the Middle District of Tennessee approved a sale of the Knoxville facility to a third party. The borrower and the purchaser continue to work toward closing of the sale later in 2022. The net sale proceeds and funds held by the trustee will be distributed to bondholders upon closing of the sale. The Partnership owns approximately 9.2% of the outstanding senior MRBs, and we expect to receive approximately $4.6 million of net proceeds upon closing.
Properties securing our GILs and related property loans are currently under construction and have not yet commenced leasing operations. To date, these properties have not experienced any material supply chain disruptions for either construction materials or labor or incurred material construction cost overruns.
Seniors and Skilled Nursing MRB Investments Segment
The Seniors and Skilled Nursing MRB Investments segment provides acquisition, construction and permanent financing for seniors housing and skilled nursing properties. Seniors housing consists of a combination of the independent living, assisted living and memory care units.
As of March 31, 2022, we owned one MRB with aggregate outstanding principal of $100,000, with an outstanding commitment to provide additional funding of $43.9 million on a draw-down basis during construction. This MRB was issued to finance the construction and stabilization of a combined independent living, assisted living and memory care property in Traverse City, MI, with 154 total units. Furthermore, in 2021 we funded a property loan with outstanding principal of $13.4 million as of December 31, 2021, secured by a 128-bed skilled nursing facility in Houston, TX.
The following table compares the operating results for the Senior and Skilled Nursing MRB Investments segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
||||||||||||
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|||
Seniors and Skilled Nursing Investments |
|
|
|
|
|
|
|
|
|
|
|
|||
Total revenues |
|
$ |
229 |
|
|
$ |
- |
|
|
$ |
229 |
|
|
N/A |
Interest expense |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
N/A |
Segment net income |
|
|
229 |
|
|
|
- |
|
|
|
229 |
|
|
N/A |
Operations in this segment began in December 2021.
Market-Rate Joint Venture Investments Segment
The Market-Rate Joint Venture Investments segment consists of our noncontrolling joint venture equity investments in market-rate multifamily properties, also referred to as our investments in unconsolidated entities, and property loans due from market-rate
49
multifamily properties. Our joint venture equity investments are passive in nature. Operational oversight of each property is controlled by our joint venture partner according to the entity’s operating agreement. All properties are managed by a property management company affiliated with our joint venture partner. Decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends.
An affiliate of our joint venture partner provides a guarantee of our preferred returns on our equity investments through a date approximately five years after commencement of construction. We account for our joint venture equity investments using the equity method and recognize our preferred returns during the hold period. Upon the sale of a property, net proceeds will be distributed according to the entity operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized in net income upon receipt. Historically, the majority of our income from our joint venture equity investments is recognized at the time of sale. As a result, we may experience significant income recognition in those quarters when a property is sold and our equity investment is redeemed.
The following table compares operating results for the Market-Rate Joint Venture Investments segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
2,917 |
|
|
$ |
1,898 |
|
|
$ |
1,019 |
|
|
|
53.7 |
% |
Interest expense |
|
|
192 |
|
|
|
- |
|
|
|
192 |
|
|
N/A |
|
|
Gain on sale of investments in unconsolidated entities |
|
|
16,440 |
|
|
|
2,809 |
|
|
|
13,631 |
|
|
|
485.3 |
% |
Segment net income |
|
|
19,162 |
|
|
|
4,706 |
|
|
|
14,456 |
|
|
|
307.2 |
% |
Comparison of the three months ended March 31, 2022 and 2021
The increase in total revenues for the three months ended March 31, 2022 as compared to the same period in 2021 was primarily due to the following:
Interest expenses for the three months ended March 31, 2022 is related to our General LOC this is primarily secured by our investments in unconsolidated entities.
The gain on sale of investments in unconsolidated entities is related to the sale of the Vantage at Murfreesboro property in March 2022 for a gain of approximately $16.4 million. In addition, we received additional cash of approximately $75,000 in March 2022 upon final settlement of the Vantage at Bulverde sale that closed in August 2021. The gain on sale of investments in unconsolidated entities for the three months ended March 2021 related to the sale of the Vantage at Germantown in March 2021 for a gain of approximately $2.8 million.
The change in segment net income for the three months ended March 31, 2022 as compared to the same period in 2021 was primarily due to the change in total revenues and gains on sales of unconsolidated entities discussed above.
Operational Matters
Supply chains for certain materials and labor needed to construct the properties underlying our investments in unconsolidated entities have been constrained in the current environment, but to date, properties under construction have not experienced any material supply chain disruptions. We have also noted volatile market prices for construction materials, particularly lumber and commodities, yet we have noted no material construction cost overruns to date. As of March 31, 2022, our five stabilized investments have occupancy of near or above 90%. One property, Vantage at Tomball, began leasing in the first quarter of 2022 and is 17% occupied as of March 31, 2022.
50
MF Properties Segment
As of March 31, 2022 and 2021, the Partnership owned the Suites on Paseo and The 50/50 MF Properties containing a total of 859 rental units.
The following table compares operating results for the MF Properties segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
MF Properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
1,927 |
|
|
$ |
1,695 |
|
|
$ |
232 |
|
|
|
13.7 |
% |
Interest expense |
|
|
273 |
|
|
|
282 |
|
|
|
(9 |
) |
|
|
-3.2 |
% |
Segment net loss |
|
|
(92 |
) |
|
|
(263 |
) |
|
|
171 |
|
|
|
65.0 |
% |
Comparison of the three months ended March 31, 2022 and 2021
The increase in total revenues for the three months ended March 31, 2022 as compared to the same period in 2021 is due primarily to higher occupancy at the Suites on Paseo MF Property. Higher occupancy is a result of the resumption of on-campus, in-person classes for the Fall 2021 semester at San Diego State University after having suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns.
The decrease in interest expense is due to a decrease in the average outstanding principal.
The improvement in segment net loss for the three months ended March 31, 2022 as compared to the same period in 2021 was due to the changes in total revenue and interest expense described above and an increase of approximately $56,000 in general operating expenses at the MF properties.
Operational Matters
Both MF Properties are adjacent to universities and serve primarily university students. The University of Nebraska-Lincoln, which is adjacent to The 50/50 MF Property, is holding on-campus, in-person classes. The property is 88% occupied as of March 31, 2022, which remains below occupancy levels prior to the onset of COVID-19. However, the property has generated sufficient operating cash flows to meet all mortgage payment and operational obligations through March 31, 2022.
San Diego State University, which is adjacent to the Suites on Paseo MF Property, has resumed on-campus, in-person classes. Physical occupancy at the Suites on Paseo MF Property was 93% as of March 31, 2022, which is higher than occupancy levels prior to the onset of COVID-19. There is currently no direct debt associated with the Suites on Paseo MF Property and the property’s operating cash flows have been sufficient to meet all operational obligations through March 31, 2022.
Discussion of Occupancy at Investment-Related Properties
The following tables summarize occupancy and other information regarding the properties underlying our various investment classes. The narrative discussion that follows provides a brief operating analysis of each investment class as of and for the three months ended March 31, 2022 and 2021.
Non-Consolidated Properties – Stabilized
The owners of the following properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of the VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These properties have met the stabilization criteria (see footnote 3 below the table) as of March 31, 2022. Debt service on our MRBs for the non-consolidated stabilized properties was current as of March 31, 2022. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
51
|
|
|
|
Number |
|
|
Physical Occupancy (1) |
|
|
Economic Occupancy (2) |
|
|||||||||||
Property Name |
|
State |
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
MRB Multifamily Properties-Stabilized (3) |
|
|||||||||||||||||||||
Courtyard |
|
CA |
|
|
108 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
97 |
% |
|
|
92 |
% |
Glenview Apartments |
|
CA |
|
|
88 |
|
|
|
92 |
% |
|
|
99 |
% |
|
|
94 |
% |
|
|
96 |
% |
Harden Ranch |
|
CA |
|
|
100 |
|
|
|
98 |
% |
|
|
99 |
% |
|
|
94 |
% |
|
|
97 |
% |
Harmony Court Bakersfield |
|
CA |
|
|
96 |
|
|
|
96 |
% |
|
|
96 |
% |
|
|
95 |
% |
|
|
87 |
% |
Harmony Terrace |
|
CA |
|
|
136 |
|
|
|
98 |
% |
|
|
99 |
% |
|
|
130 |
% |
|
|
115 |
% |
Las Palmas II |
|
CA |
|
|
81 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
98 |
% |
|
|
98 |
% |
Lutheran Gardens (4) |
|
CA |
|
|
76 |
|
|
|
95 |
% |
|
n/a |
|
|
|
94 |
% |
|
n/a |
|
||
Montclair Apartments |
|
CA |
|
|
80 |
|
|
|
93 |
% |
|
|
98 |
% |
|
|
97 |
% |
|
|
93 |
% |
Montecito at Williams Ranch Apartments |
|
CA |
|
|
132 |
|
|
|
95 |
% |
|
|
92 |
% |
|
|
107 |
% |
|
|
102 |
% |
Montevista |
|
CA |
|
|
82 |
|
|
|
95 |
% |
|
|
96 |
% |
|
|
97 |
% |
|
|
111 |
% |
San Vicente |
|
CA |
|
|
50 |
|
|
|
98 |
% |
|
|
98 |
% |
|
|
99 |
% |
|
|
92 |
% |
Santa Fe Apartments |
|
CA |
|
|
89 |
|
|
|
93 |
% |
|
|
99 |
% |
|
|
85 |
% |
|
|
91 |
% |
Seasons at Simi Valley |
|
CA |
|
|
69 |
|
|
|
97 |
% |
|
|
100 |
% |
|
|
115 |
% |
|
|
110 |
% |
Seasons Lakewood |
|
CA |
|
|
85 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
97 |
% |
|
|
101 |
% |
Seasons San Juan Capistrano |
|
CA |
|
|
112 |
|
|
|
98 |
% |
|
|
96 |
% |
|
|
97 |
% |
|
|
95 |
% |
Solano Vista |
|
CA |
|
|
96 |
|
|
|
94 |
% |
|
|
100 |
% |
|
|
95 |
% |
|
|
91 |
% |
Summerhill |
|
CA |
|
|
128 |
|
|
|
98 |
% |
|
|
97 |
% |
|
|
97 |
% |
|
|
89 |
% |
Sycamore Walk |
|
CA |
|
|
112 |
|
|
|
98 |
% |
|
|
99 |
% |
|
|
94 |
% |
|
|
91 |
% |
The Village at Madera |
|
CA |
|
|
75 |
|
|
|
97 |
% |
|
|
100 |
% |
|
|
106 |
% |
|
|
96 |
% |
Tyler Park Townhomes |
|
CA |
|
|
88 |
|
|
|
100 |
% |
|
|
99 |
% |
|
|
98 |
% |
|
|
98 |
% |
Vineyard Gardens |
|
CA |
|
|
62 |
|
|
|
100 |
% |
|
|
98 |
% |
|
|
102 |
% |
|
|
95 |
% |
Westside Village Market |
|
CA |
|
|
81 |
|
|
|
96 |
% |
|
|
96 |
% |
|
|
95 |
% |
|
|
97 |
% |
Brookstone |
|
IL |
|
|
168 |
|
|
|
95 |
% |
|
|
96 |
% |
|
|
100 |
% |
|
|
94 |
% |
Copper Gate Apartments |
|
IN |
|
|
129 |
|
|
|
98 |
% |
|
|
98 |
% |
|
|
100 |
% |
|
|
93 |
% |
Renaissance |
|
LA |
|
|
208 |
|
|
|
96 |
% |
|
|
96 |
% |
|
|
93 |
% |
|
|
92 |
% |
Live 929 Apartments |
|
MD |
|
|
575 |
|
|
|
98 |
% |
|
|
71 |
% |
|
|
81 |
% |
|
|
72 |
% |
Gateway Village |
|
NC |
|
|
64 |
|
|
|
94 |
% |
|
|
97 |
% |
|
|
84 |
% |
|
|
97 |
% |
Greens Property |
|
NC |
|
|
168 |
|
|
|
99 |
% |
|
|
96 |
% |
|
|
90 |
% |
|
|
92 |
% |
Lynnhaven Apartments |
|
NC |
|
|
75 |
|
|
|
91 |
% |
|
|
91 |
% |
|
|
72 |
% |
|
|
85 |
% |
Silver Moon |
|
NM |
|
|
151 |
|
|
|
98 |
% |
|
|
96 |
% |
|
|
97 |
% |
|
|
97 |
% |
Village at Avalon |
|
NM |
|
|
240 |
|
|
|
98 |
% |
|
|
98 |
% |
|
|
98 |
% |
|
|
97 |
% |
Bridle Ridge (5) |
|
SC |
|
|
152 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Columbia Gardens |
|
SC |
|
|
188 |
|
|
|
96 |
% |
|
|
95 |
% |
|
|
96 |
% |
|
|
94 |
% |
Companion at Thornhill Apartments |
|
SC |
|
|
179 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
86 |
% |
|
|
88 |
% |
Cross Creek |
|
SC |
|
|
144 |
|
|
|
94 |
% |
|
|
97 |
% |
|
|
81 |
% |
|
|
91 |
% |
The Palms at Premier Park Apartments |
|
SC |
|
|
240 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
91 |
% |
|
|
89 |
% |
Village at River's Edge |
|
SC |
|
|
124 |
|
|
|
92 |
% |
|
|
94 |
% |
|
|
98 |
% |
|
|
107 |
% |
Willow Run |
|
SC |
|
|
200 |
|
|
|
93 |
% |
|
|
96 |
% |
|
|
100 |
% |
|
|
96 |
% |
Arbors at Hickory Ridge (5) |
|
TN |
|
|
348 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Avistar at Copperfield |
|
TX |
|
|
192 |
|
|
|
96 |
% |
|
|
91 |
% |
|
|
85 |
% |
|
|
83 |
% |
Avistar at the Crest |
|
TX |
|
|
200 |
|
|
|
98 |
% |
|
|
95 |
% |
|
|
77 |
% |
|
|
73 |
% |
Avistar at the Oaks |
|
TX |
|
|
156 |
|
|
|
99 |
% |
|
|
96 |
% |
|
|
89 |
% |
|
|
87 |
% |
Avistar at the Parkway |
|
TX |
|
|
236 |
|
|
|
97 |
% |
|
|
90 |
% |
|
|
85 |
% |
|
|
81 |
% |
Avistar at Wilcrest |
|
TX |
|
|
88 |
|
|
|
92 |
% |
|
|
83 |
% |
|
|
77 |
% |
|
|
70 |
% |
Avistar at Wood Hollow |
|
TX |
|
|
409 |
|
|
|
95 |
% |
|
|
88 |
% |
|
|
89 |
% |
|
|
85 |
% |
Avistar in 09 |
|
TX |
|
|
133 |
|
|
|
99 |
% |
|
|
95 |
% |
|
|
94 |
% |
|
|
88 |
% |
Avistar on the Boulevard |
|
TX |
|
|
344 |
|
|
|
97 |
% |
|
|
91 |
% |
|
|
84 |
% |
|
|
78 |
% |
Avistar on the Hills |
|
TX |
|
|
129 |
|
|
|
96 |
% |
|
|
95 |
% |
|
|
83 |
% |
|
|
87 |
% |
Bruton Apartments |
|
TX |
|
|
265 |
|
|
|
86 |
% |
|
|
92 |
% |
|
|
68 |
% |
|
|
75 |
% |
Concord at Gulfgate |
|
TX |
|
|
288 |
|
|
|
99 |
% |
|
|
89 |
% |
|
|
88 |
% |
|
|
78 |
% |
Concord at Little York |
|
TX |
|
|
276 |
|
|
|
94 |
% |
|
|
87 |
% |
|
|
85 |
% |
|
|
83 |
% |
Concord at Williamcrest |
|
TX |
|
|
288 |
|
|
|
95 |
% |
|
|
95 |
% |
|
|
87 |
% |
|
|
86 |
% |
Crossing at 1415 |
|
TX |
|
|
112 |
|
|
|
98 |
% |
|
|
98 |
% |
|
|
88 |
% |
|
|
89 |
% |
Decatur Angle |
|
TX |
|
|
302 |
|
|
|
80 |
% |
|
|
88 |
% |
|
|
67 |
% |
|
|
74 |
% |
Esperanza at Palo Alto |
|
TX |
|
|
322 |
|
|
|
91 |
% |
|
|
93 |
% |
|
|
84 |
% |
|
|
88 |
% |
Heights at 515 |
|
TX |
|
|
96 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
88 |
% |
|
|
91 |
% |
Heritage Square |
|
TX |
|
|
204 |
|
|
|
99 |
% |
|
|
89 |
% |
|
|
82 |
% |
|
|
73 |
% |
Oaks at Georgetown |
|
TX |
|
|
192 |
|
|
|
98 |
% |
|
|
95 |
% |
|
|
94 |
% |
|
|
92 |
% |
Runnymede |
|
TX |
|
|
252 |
|
|
|
100 |
% |
|
|
99 |
% |
|
|
98 |
% |
|
|
94 |
% |
Southpark |
|
TX |
|
|
192 |
|
|
|
99 |
% |
|
|
97 |
% |
|
|
93 |
% |
|
|
94 |
% |
15 West Apartments |
|
WA |
|
|
120 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
97 |
% |
|
|
99 |
% |
|
|
|
|
|
10,175 |
|
|
|
96 |
% |
|
|
93 |
% |
|
|
90 |
% |
|
|
88 |
% |
Physical occupancy as of March 31, 2022 was higher compared to March 31, 2021 due primarily to the large increase in physical occupancy at Live 929 Apartments. Economic occupancy for the three months ended March 31, 2022 was slightly higher than the same period in 2021 due to generally improving economic occupancy at various properties in Texas. The Decatur Angle and Bruton properties experienced significant declines due to higher than historical bad debt reserve write-offs, declining physical occupancy and increases in operating expenses. The Gateway Village and Lynnhaven Apartments properties experienced significant declines as part of a transition to new property management and higher than historical bad debt expenses.
52
We observed moderate declines in overall physical and economic occupancy for the portfolio above due to COVID-19 in 2020 and 2021. In the first quarter of 2022, we’ve observed an increase in overall physical and economic occupancy compared to year-end 2021.
The Live 929 Apartments, a student housing property, was more significantly impacted by COVID-19 than affordable multifamily properties and the Partnership's MRB portfolio on average but has generally recovered from an occupancy standpoint. The nearby educational institution, Johns Hopkins University, is holding on-campus, in-person classes. As of March 31, 2022, Live 929 Apartments is 98% occupied, which is higher than occupancy prior to COVID-19. Economic occupancy reported above has also improved slightly as a result of increased physical occupancy.
Non-Consolidated Properties - Not Stabilized
The owners of the following Residential Properties do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of each VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. As of March 31, 2022, these Residential Properties have not met the stabilization criteria (see footnote 3 below the table). As of March 31, 2022, debt service on the Partnership’s MRBs and GILs for the non-consolidated, non-stabilized properties was current. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
As of March 31, 2022, all non-stabilized properties except for Jackson Manor were under construction and have no operating metrics to report. Jackson Manor has commenced an in-place rehabilitation that is nearing completion.
53
MF Properties
As of March 31, 2022, we owned two MF Properties. The Partnership reports the assets, liabilities, and results of operations of these properties on a consolidated basis. The 50/50 MF property is encumbered by mortgage loans with an aggregate principal balance of approximately $25.0 million as of March 31, 2022. Debt service on our mortgage payables was current as of March 31, 2022.
|
|
|
|
Number |
|
|
Physical Occupancy (1) |
|
|
Economic Occupancy (2) |
|
|||||||||||
Property Name |
|
State |
|
2022 |
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
MF Properties |
|
|||||||||||||||||||||
Suites on Paseo |
|
CA |
|
|
384 |
|
|
|
93 |
% |
|
|
77 |
% |
|
|
89 |
% |
|
|
69 |
% |
The 50/50 Property |
|
NE |
|
|
475 |
|
|
|
88 |
% |
|
|
90 |
% |
|
|
84 |
% |
|
|
86 |
% |
|
|
|
|
|
859 |
|
|
|
90 |
% |
|
|
84 |
% |
|
|
86 |
% |
|
|
77 |
% |
The physical occupancy and economic occupancy as of and for the three months ended March 31, 2022 increased as compared to the same period in 2021 due to an increase in occupancy at the Suites on Paseo MF Property. The University of Nebraska-Lincoln, which is adjacent to the 50/50 MF Property, is currently holding on-campus, in-person classes but occupancy is below occupancy levels prior to COVID-19. San Diego State University, which is adjacent to the Suites on Paseo MF Property, resumed on-campus, in-person classes in the Fall 2021 semester after having suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns. Physical occupancy at the Suites on Paseo was 93% as of March 31, 2022, which is higher than occupancy levels prior to COVID-19.
54
Investments in Unconsolidated Entities
We are the only noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the unconsolidated entities are VIEs but that the Partnership is not the primary beneficiary. As a result, the Partnership does not report the assets, liabilities and results of operations of these properties on a consolidated basis. The one exception is Vantage at San Marcos, for which the Partnership is deemed the primary beneficiary and reports the entity's assets and liabilities on a consolidated basis. Our noncontrolling equity investments entitle us to shares of certain cash flows generated by the entities from operations and upon the occurrence of certain capital transactions, such as a refinance or sale. The amounts presented below were obtained from records provided by the property management service providers.
|
|
|
|
|
|
|
|
|
Physical Occupancy (1) |
|
|
|
|
|
|
|
|
|
||||||||
Property Name |
|
State |
|
Construction Completion Date |
|
Planned Number of Units |
|
|
2022 |
|
|
2021 |
|
|
Revenue for the Three Months Ended March 31, 2022 (2) |
|
|
Sale Date |
|
Per-unit |
|
|||||
Sold Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Germantown |
|
TN |
|
March 2020 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
March 2021 |
|
$ |
149,000 |
|
||||
Vantage at Powdersville |
|
SC |
|
February 2020 |
|
n/a |
|
|
n/a |
|
|
|
97 |
% |
|
n/a |
|
|
May 2021 |
|
|
170,000 |
|
|||
Vantage at Bulverde |
|
TX |
|
August 2019 |
|
n/a |
|
|
n/a |
|
|
|
93 |
% |
|
n/a |
|
|
August 2021 |
|
|
170,000 |
|
|||
Vantage at Murfreesboro |
|
TN |
|
October 2020 |
|
n/a |
|
|
n/a |
|
|
|
85 |
% |
|
n/a |
|
|
March 2022 |
|
|
273,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Stone Creek |
|
NE |
|
April 2020 |
|
|
294 |
|
|
|
98 |
% |
|
|
65 |
% |
|
$ |
1,165,408 |
|
|
n/a |
|
n/a |
|
|
Vantage at Coventry |
|
NE |
|
February 2021 |
|
|
294 |
|
|
|
93 |
% |
|
|
45 |
% |
|
|
1,103,355 |
|
|
n/a |
|
n/a |
|
|
Vantage at Conroe |
|
TX |
|
January 2021 |
|
|
288 |
|
|
|
89 |
% |
|
|
31 |
% |
|
|
975,243 |
|
|
n/a |
|
n/a |
|
|
Vantage at O'Connor |
|
TX |
|
June 2021 |
|
|
288 |
|
|
|
98 |
% |
|
|
27 |
% |
|
|
1,131,692 |
|
|
n/a |
|
n/a |
|
|
Vantage at Westover Hills |
|
TX |
|
July 2021 |
|
|
288 |
|
|
|
97 |
% |
|
|
16 |
% |
|
|
1,197,853 |
|
|
n/a |
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Properties Under Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vantage at Tomball (3) |
|
TX |
|
n/a |
|
|
288 |
|
|
|
17 |
% |
|
n/a |
|
|
$ |
69,489 |
|
|
n/a |
|
n/a |
|
||
Vantage at Hutto |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Vantage at Loveland |
|
CO |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Vantage at Helotes |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Vantage at Fair Oaks |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Vantage at McKinney Falls |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Properties in Planning |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vantage at San Marcos (4) |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
3,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
55
The Vantage properties at Hutto, Loveland, Helotes, Fair Oaks and McKinney Falls are currently under construction and have yet to commence leasing activities as of March 31, 2022. Vantage at Tomball began leasing operations in January 2022 and is leasing up in line with expectations. The Partnership expects Vantage at Tomball to complete construction in May 2022. Vantage at San Macros remains in the planning phase. Five other properties are considered stabilized as of March 31, 2022.
Results of Operations
The tables and following discussions of our changes in results of operations for the three months ended March 31, 2022 and 2021 should be read in conjunction with the Partnership’s condensed consolidated financial statements and notes thereto included in Item 1 of this report, as well as the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.
The following table compares our revenue and other income for the periods indicated (dollar amounts in in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenues and Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income |
|
$ |
14,403 |
|
|
$ |
12,388 |
|
|
$ |
2,015 |
|
|
|
16.3 |
% |
Property revenues |
|
|
1,927 |
|
|
|
1,695 |
|
|
|
232 |
|
|
|
13.7 |
% |
Other interest income |
|
|
2,876 |
|
|
|
305 |
|
|
|
2,571 |
|
|
|
843.0 |
% |
Gain on sale of investments in unconsolidated entities |
|
|
16,440 |
|
|
|
2,809 |
|
|
|
13,631 |
|
|
|
485.3 |
% |
Total Revenues and Other |
|
$ |
35,646 |
|
|
$ |
17,197 |
|
|
$ |
18,449 |
|
|
|
107.3 |
% |
Discussion of Total Revenues and Other Income for the Three Months Ended March 31, 2022 and 2021
Investment income. The increase in investment income for the three months ended March 31, 2022 as compared to the same period in 2021 was due to the following factors:
Property revenues. The increase in total revenues for the three months ended March 31, 2022 as compared to the same period in 2021 is due to improved occupancy at the Suites on Paseo MF Property. The University of Nebraska-Lincoln, which is adjacent to the 50/50 MF Property, is holding on-campus, in-person classes but occupancy is below occupancy levels prior to COVID-19. San Diego State University, which is adjacent to the Suites on Paseo MF Property, has resumed on-campus, in-person classes. Physical occupancy at the Suites on Paseo was 93% as of March 31, 2022, which is higher than occupancy levels prior to COVID-19.
Other interest income. Other interest income is comprised primarily of interest income on property loans and taxable MRBs held by us. The increase in other interest income for the three months ended March 31, 2022 as compared to the same period in 2021 was due to the following:
Gain on sale of investments in unconsolidated entities. The gain on sale of investments in unconsolidated entities for the three months ended March 31, 2022 related primarily to the sale of Vantage at Murfreesboro in March 2022 for a gain of approximately $16.4 million. The gain on sale of investments in unconsolidated entities for the three months ended March 31, 2021 related to the sale of Vantage at Germantown in March 2021 for a gain of approximately $2.8 million.
56
The following table compares our expenses for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2022 |
|
|
2021 |
|
|
$ Change |
|
|
% Change |
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate operating (exclusive of items shown below) |
|
$ |
1,065 |
|
|
$ |
1,008 |
|
|
$ |
57 |
|
|
|
5.7 |
% |
Depreciation and amortization |
|
|
684 |
|
|
|
683 |
|
|
|
1 |
|
|
|
0.1 |
% |
Interest expense |
|
|
3,937 |
|
|
|
5,226 |
|
|
|
(1,289 |
) |
|
|
-24.7 |
% |
General and administrative |
|
|
3,682 |
|
|
|
3,286 |
|
|
|
396 |
|
|
|
12.1 |
% |
Total Expenses |
|
$ |
9,368 |
|
|
$ |
10,203 |
|
|
$ |
(835 |
) |
|
|
-8.2 |
% |
Discussion of Total Expenses for the Three Months Ended March 31, 2022 and 2021
Real estate operating expenses. Real estate operating expenses are related to MF Properties and are comprised principally of real estate taxes, property insurance, utilities, property management fees, repairs and maintenance, and salaries and related employee expenses of on-site employees. Real estate operating expenses increased slightly for the three months ended March 31, 2022 as compared to the same period in 2021 primarily due to general increases in operating costs.
Depreciation and amortization expense. Depreciation and amortization relate primarily to the MF Properties. Depreciation and amortization expense was relatively consistent for the three months ended March 31, 2022 as compared to the same period in 2021.
Interest expense. The decrease in interest expense for the three months ended March 31, 2022 as compared to the same period in 2021 was due to the following factors:
General and administrative expenses. The increase in general and administrative expenses was primarily due to increases of approximately $96,000 in restricted unit award expense, approximately $67,000 in travel and insurance expenses, and approximately $251,000 in administration fees paid to AFCA2 due to greater assets under management.
Discussion of Income Tax Expense for the Three Months Ended March 31, 2022 and 2021
A wholly owned subsidiary of the Partnership, the Greens Hold Co, is a corporation subject to federal and state income tax. The Greens Hold Co owns The 50/50 MF Property and certain property loans. There was minimal taxable income for the Greens Hold Co for the three months ended March 31, 2022 and 2021.
57
Cash Available for Distribution
The Partnership believes that Cash Available for Distribution (“CAD”) provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results. To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, non-cash interest rate derivative expense or income, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit) and restricted unit compensation expense. The Partnership also deducts Tier 2 income (see Note 3 to the Partnership’s condensed consolidated financial statements) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.
The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income, as determined in accordance with GAAP, to CAD) for the three months ended March 31, 2022 and 2021 (all per BUC amounts are presented giving effect to the one-for-three Reverse Unit Split on a retroactive basis for all periods presented):
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net income |
|
$ |
26,264,018 |
|
|
$ |
6,992,854 |
|
Change in fair value of derivatives |
|
|
(2,475,131 |
) |
|
|
(7,451 |
) |
Depreciation and amortization expense |
|
|
683,662 |
|
|
|
683,460 |
|
Amortization of deferred financing costs |
|
|
451,472 |
|
|
|
206,386 |
|
Restricted unit compensation expense |
|
|
173,898 |
|
|
|
78,114 |
|
Deferred income taxes |
|
|
7,266 |
|
|
|
(16,228 |
) |
Redeemable Preferred Unit distributions and accretion |
|
|
(717,744 |
) |
|
|
(717,763 |
) |
Tier 2 Income allocable to the General Partner (1) |
|
|
(2,645,979 |
) |
|
|
(702,277 |
) |
Recovery of prior credit loss (2) |
|
|
(5,279 |
) |
|
|
- |
|
Bond purchase premium (discount) amortization (accretion), net |
|
|
(78,375 |
) |
|
|
(18,521 |
) |
Total CAD |
|
$ |
21,657,808 |
|
|
$ |
6,498,574 |
|
|
|
|
|
|
|
|
||
Weighted average number of BUCs outstanding, basic |
|
|
22,016,636 |
|
|
|
20,230,287 |
|
Net income per BUC, basic |
|
$ |
1.03 |
|
|
$ |
0.27 |
|
Total CAD per BUC, basic |
|
$ |
0.98 |
|
|
$ |
0.32 |
|
Distributions declared, per BUC |
|
$ |
0.33 |
|
|
$ |
0.27 |
|
For the three months ended March 31, 2022, Tier 2 income allocable to the general partner related to the gain on sale of Vantage at Murfreesboro in March 2022. For the three months ended March 31, 2021, Tier 2 income allocable to the general partner related to the gain on sale of Vantage at Germantown in March 2021.
Liquidity and Capital Resources
We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to COVID-19 and the general economic environment. The information below is based on the Partnership’s current expectations and projections about future events and financial trends, which could materially differ from actual results.
Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments net of leverage secured by the investments, debt service (principal and interest payments) related to our debt financings, the potential exercise of redemption rights by the holders of the Series A Preferred Units, and distribution payments. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments and MF Properties, and potentially additional debt financing issued in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1
58
Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.
Our long-term liquidity requirements will be primarily for maturities of debt financings and mortgages payable; the potential exercise of redemption rights by the holders of the Series A Preferred Units; additional investments in MRBs, GILs, property loans net of leverage secured by the investments; and additional investments in unconsolidated entities. We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders, principal and interest proceeds from investments in MRBs and GILs, and proceeds from asset sales and redemptions. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.
Sources of Liquidity
The Partnership’s principal sources of liquidity consist of:
Unrestricted Cash on Hand
As of March 31, 2022, the Partnership had unrestricted cash on hand of approximately $118.3 million. The Partnership is required to keep a minimum of $5.0 million of unrestricted cash on hand under the terms of certain guaranty obligations. There are no other contractual restrictions of the Partnership’s ability to use cash on hand.
Operating Cash Flows from Investments
Cash flows from operations are primarily comprised of regular interest payments received on our MRBs, GILs and property loans that provide consistent cash receipts throughout the year. All MRBs, GILs and property loans are current on contractual debt service payments as of March 31, 2022, except for the Provision Center 2014-1 MRB. Receipts, net of interest expense on related debt financings and lines of credit, are available for our general use. We also receive distributions from investments in unconsolidated entities if, and when, cash is available for distribution at the unconsolidated entities.
Receipt of cash from our investments in MRBs and investments in unconsolidated entities is dependent upon the generation of net cash flows at multifamily properties that underlie our investments. These underlying properties are subject to risks usually associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses. Receipt of cash from GILs and certain property loans is dependent on the availability of interest reserves and the funding of certain equity commitments by the owners of the underlying properties.
Net Operating Cash Flows from MF Properties
Cash flows generated by MF Properties, net of operating expenses and mortgage debt service payments, are unrestricted for our use. The MF properties are subject to risks usually associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses.
Secured Lines of Credit
We maintain a secured line of credit (“General LOC”) with two financial institutions of up to $40.0 million to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of a borrowing base. The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 40% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of (i) the net book value of the Suites on Paseo MF Property, and (ii) 100% of our equity capital contributions
59
to unconsolidated entities, subject to certain restrictions. The General LOC is secured by first priority security interests in the Partnership’s investments in unconsolidated entities, a mortgage and assignment of leases and rents of the Suites on Paseo MF Property, and a security interest in a bank account at BankUnited, N.A., in which the Partnership must maintain a balance of not less than $5.0 million. We are subject to various affirmative and negative covenants that, among others, require the Partnership to maintain a minimum liquidity of not less than $5.0 million, maintain a minimum consolidated tangible net worth of $100.0 million, and to notify BankUnited, N.A. if the Partnership’s consolidated net worth declines by (a) more than 20% from the immediately preceding quarter, or (b) more than 35% from the date at the end of two consecutive calendar quarters ending immediately thereafter. We were in compliance with all covenants as of March 31, 2022. The balance of the General LOC was $6.5 million with the ability to draw an additional $33.5 million as of March 31, 2022. The General LOC has a maturity date of June 2023, with options to extend for up to two additional years.
We maintain a secured non-operating line of credit (“Acquisition LOC”) with a financial institution with a maximum commitment of $50 million. The Acquisition LOC is used to fund purchases of multifamily real estate, MRBs, taxable MRBs, or loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (i.e., GILs and related property loans). Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to an additional 270 days by making certain payments. The Acquisition LOC contains a covenant, among others, that the Partnership’s ratio of the lender’s senior debt will not exceed a specified percentage of the market value of the Partnership’s assets, as defined in the Credit Agreement. In April 2022, the Partnership and Bankers Trust Company amended the credit agreement to update certain defined terms effective March 31, 2022. We were in compliance with all covenants as of March 31, 2022. There was a $23.7 million outstanding balance on the Acquisition LOC and approximately $26.3 million was available as of March 31, 2022. The Acquisition LOC has a maturity date of June 2023.
Proceeds from Obtaining Additional Debt
We hold certain investments that are not associated with our debt financings, mortgages payable, or secured LOCs. We may obtain leverage for these investments by posting the investments as security. As of March 31, 2022, our primary unleveraged assets were certain MRBs with outstanding principal totaling approximately $26.2 million. Of these MRBs, approximately $10.0 million is principal outstanding on the Provision Center 2014-1 MRB, for which the borrower has declared Chapter 11 bankruptcy, and which could limit our ability to obtain leverage related to this MRB.
Issuances of BUCs, Series A-1 Preferred Units or Series B Preferred Units
We may, from time to time, issue additional BUCs in the public market. In December 2019, the Partnership’s Registration Statement on Form S-3 (“Registration Statement”) was declared effective by the SEC under which the Partnership may offer up to $225.0 million of BUCs for sale from time to time. The Registration Statement will expire in December 2022.
In September 2021, we completed an underwritten public offering of 5,462,500 BUCs. The offering resulted in net cash proceeds of approximately $31.2 million for the Partnership, after the payment of underwriting discounts, commissions and offering expenses.
In July 2021, we entered into a Capital on DemandTM Sales Agreement to offer and sell, from time to time at market prices on the date of sale, BUCs up to an aggregate offering price of $30 million via an “at the market offering.” As of March 31, 2022, we have not sold any BUCs under this program. We will continue to assess if and when to issue BUCs under this program going forward.
We have two registration statements on Form S-3 covering the offering of Preferred Units that have been declared effective by the SEC. The following table summarizes the Partnership's current Preferred Unit offerings:
Preferred Unit Series |
|
Initial Registration Effectiveness Date |
|
Expiration Date |
|
Unit Offering Price |
|
|
Distribution Rate |
|
Optional Redemption Date |
|
Units Available to Issue as of |
|
|
Units Issued as of |
|
|||
Series A-1 |
|
September 2021 |
|
September 2024 |
|
$ |
10.00 |
|
|
3.00% |
|
Sixth anniversary |
|
|
3,500,000 |
|
(1) |
|
- |
|
Series B |
|
September 2021 |
|
September 2024 |
|
|
10.00 |
|
|
3.40% |
|
Eighth anniversary |
|
|
10,000,000 |
|
(2) |
|
- |
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
13,500,000 |
|
|
|
- |
|
|
60
We may also designate and issue additional series of preferred units representing limited partnership interests in the Partnership in accordance with the terms of the Partnership Agreement.
Proceeds from the Sale or Redemption of Assets
We may, from time to time, sell or redeem our investments in MRBs, GILs, property loans, investments in unconsolidated entities and MF Properties consistent with our strategic plans. Our MRB portfolio is marked at a significant premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for similar investments. We may consider selling certain MRBs in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRBs included in our TEBS financings.
Our ability to dispose of investments on favorable terms is dependent upon several factors including, but not limited to, the availability of credit to potential buyers to purchase investments at prices we consider acceptable. In addition, potential adverse changes to general market and economic conditions may negatively impact our ability to sell our investments in the future.
In March 2022, our investment in Vantage at Murfreesboro was redeemed upon the sale of the underlying property and we received cash of approximately $29.3 million related to the sale, inclusive of the return of our initial $12.2 million equity investment.
In March 2022, the Ohio Properties property loans were repaid in full. We received approximately $2.4 million of principal and approximately $4.3 million of accrued interest upon redemption. The Ohio Properties – Series A MRB was redeemed in March 2022, though all principal proceeds were applied as a paydown of our M24 TEBS financing. The Ohio Properties – Series B MRB was redeemed and we received approximately $3.5 million of principal and approximately $29,000 of accrued interest upon redemption.
Uses of Liquidity
Our principal uses of liquidity consist of:
General and Administrative Expenses
We use cash to pay general and administrative expenses of the Partnership’s operations. For additional details, see Item 1A, “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021 and the section captioned “Cash flows from operating activities” in the Partnership’s condensed consolidated statements of cash flows set forth in Item 1 of this report. General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows.
Included in general and administrative expenses is operating lease expenses for our MF Properties, of which the most significant is a ground lease associated with The 50/50 MF Property. Such expenses are paid from operating cash flows. The following table summarizes our outstanding contractual lease obligations by year as of March 31, 2022:
Remainder of 2022 |
|
$ |
106,151 |
|
2023 |
|
|
143,561 |
|
2024 |
|
|
144,706 |
|
2025 |
|
|
147,598 |
|
2026 |
|
|
150,548 |
|
Thereafter |
|
|
4,219,127 |
|
Total |
|
$ |
4,911,691 |
|
61
Investment Funding Commitments
Our overall strategy is to invest in quality multifamily properties through either the acquisition of MRBs, GILs, property loans or equity investments in both existing and new markets. We evaluate investment opportunities based on, but not limited to, our market outlook, including general economic conditions, development opportunities and long-term growth potential. Our ability to make future investments is dependent upon identifying suitable acquisition and development opportunities, access to long-term financing sources, and the availability of investment capital. We may commit to fund additional investments on a draw-down or forward basis. The following table summarizes our outstanding investment commitments as of March 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
Projected Funding by Year (1) |
|
|
|
|
|
|||||||||||
Property Name |
|
Commitment Date |
|
Maturity Date |
|
Total Initial Commitment |
|
|
Remaining Commitment |
|
|
Remainder of 2022 |
|
|
2023 |
|
|
2024 |
|
|
Interest Rate |
|
Related Debt |
|||||
Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residency at the Mayer - Series A |
|
October 2021 |
|
April 2039 |
|
|
29,500,000 |
|
|
|
4,500,000 |
|
|
|
4,500,000 |
|
|
|
- |
|
|
|
- |
|
|
SOFR + 3.60% (4) |
|
Variable TOB |
Meadow Valley |
|
December 2021 |
|
December 2029 |
|
|
44,000,000 |
|
|
|
43,900,000 |
|
|
|
9,100,000 |
|
|
|
18,600,000 |
|
|
|
16,200,000 |
|
|
6.25% |
|
(5) |
Subtotal |
|
|
|
|
|
|
73,500,000 |
|
|
|
48,400,000 |
|
|
|
13,600,000 |
|
|
|
18,600,000 |
|
|
|
16,200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Taxable Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ocotillo Springs - Series A-T |
|
July 2020 |
|
August 2022 (3) |
|
$ |
7,000,000 |
|
|
$ |
3,300,000 |
|
|
$ |
3,300,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
LIBOR + 3.55% (4) |
|
Variable TOB |
Residency at the Mayer Series A-T |
|
October 2021 |
|
April 2024 (3) |
|
|
12,500,000 |
|
|
|
11,500,000 |
|
|
|
11,500,000 |
|
|
|
- |
|
|
|
- |
|
|
SOFR + 3.70% (4) |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
19,500,000 |
|
|
|
14,800,000 |
|
|
|
14,800,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hope on Avalon |
|
January 2021 |
|
February 2023 (3) |
|
|
23,390,000 |
|
|
|
12,408,800 |
|
|
|
12,408,800 |
|
|
|
- |
|
|
|
- |
|
|
SIFMA + 3.75% (4) |
|
Variable TOB |
Hope on Broadway |
|
January 2021 |
|
February 2023 (3) |
|
|
12,105,623 |
|
|
|
3,414,378 |
|
|
|
3,414,378 |
|
|
|
- |
|
|
|
- |
|
|
SIFMA + 3.75% (4) |
|
Variable TOB |
Osprey Village |
|
July 2021 |
|
August 2024 (3) |
|
|
60,000,000 |
|
|
|
48,144,643 |
|
|
|
27,800,654 |
|
|
|
20,343,989 |
|
|
|
- |
|
|
SOFR + 3.07% (4) |
|
Variable TOB |
Willow Place Apartments |
|
September 2021 |
|
October 2024 (3) |
|
|
25,000,000 |
|
|
|
21,028,214 |
|
|
|
17,988,878 |
|
|
|
3,039,336 |
|
|
|
- |
|
|
SOFR + 3.30% (4) |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
120,495,623 |
|
|
|
84,996,035 |
|
|
|
61,612,710 |
|
|
|
23,383,325 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Hope on Avalon |
|
January 2021 |
|
February 2023 (3) |
|
$ |
10,573,000 |
|
|
$ |
9,573,000 |
|
|
$ |
9,573,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
SOFR + 3.55% (4) |
|
Variable TOB |
Subtotal |
|
|
|
|
10,573,000 |
|
|
|
9,573,000 |
|
|
|
9,573,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Scharbauer Flats Apartments |
|
June 2020 |
|
January 2023 (3) |
|
$ |
24,160,000 |
|
|
$ |
7,637,988 |
|
|
$ |
7,637,988 |
|
|
$ |
- |
|
|
$ |
- |
|
|
LIBOR + 2.85% |
|
Variable TOB |
Oasis at Twin Lakes |
|
July 2020 |
|
August 2023 (3) |
|
|
27,704,180 |
|
|
|
4,542,507 |
|
|
|
4,542,507 |
|
|
|
- |
|
|
|
- |
|
|
LIBOR + 2.50% (4) |
|
Variable TOB |
Centennial Crossings |
|
August 2020 |
|
September 2023 (3) |
|
|
24,250,000 |
|
|
|
6,815,740 |
|
|
|
6,815,740 |
|
|
|
- |
|
|
|
- |
|
|
LIBOR + 2.50% (4) |
|
Variable TOB |
Hilltop at Signal Hills |
|
January 2021 |
|
August 2023 (3) |
|
|
21,197,939 |
|
|
|
10,878,049 |
|
|
|
10,878,049 |
|
|
|
- |
|
|
|
- |
|
|
SOFR + 3.07% (4) |
|
Variable TOB |
Legacy Commons at Signal Hills |
|
January 2021 |
|
February 2024 (3) |
|
|
32,233,972 |
|
|
|
15,985,341 |
|
|
|
15,985,341 |
|
|
|
- |
|
|
|
- |
|
|
SOFR + 3.07% (4) |
|
Variable TOB |
Osprey Village |
|
July 2021 |
|
August 2024 (3) |
|
|
25,500,000 |
|
|
|
24,500,000 |
|
|
|
- |
|
|
|
24,500,000 |
|
|
|
- |
|
|
SOFR + 3.07% (4) |
|
Variable TOB |
Willow Place Apartments |
|
September 2021 |
|
October 2024 (3) |
|
|
21,351,328 |
|
|
|
20,351,328 |
|
|
|
- |
|
|
|
20,351,328 |
|
|
|
- |
|
|
SOFR + 3.30% (4) |
|
Variable TOB |
Magnolia Crossing (6) |
|
December 2021 |
|
December 2022 (3) |
|
|
14,500,000 |
|
|
|
847,606 |
|
|
|
847,606 |
|
|
|
- |
|
|
|
- |
|
|
SOFR + 6.50% (4) |
|
N/A |
Subtotal |
|
|
|
|
|
|
190,897,419 |
|
|
|
91,558,559 |
|
|
|
46,707,231 |
|
|
|
44,851,328 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Hutto |
|
November 2020 |
|
N/A |
|
$ |
11,233,000 |
|
|
$ |
4,833,670 |
|
|
$ |
4,833,670 |
|
|
$ |
- |
|
|
$ |
- |
|
|
N/A |
|
N/A |
Vantage at San Marcos (7) |
|
November 2020 |
|
N/A |
|
|
9,914,529 |
|
|
|
8,943,914 |
|
|
|
8,943,914 |
|
|
|
- |
|
|
|
- |
|
|
N/A |
|
N/A |
Vantage at Loveland |
|
April 2021 |
|
N/A |
|
|
16,329,000 |
|
|
|
1,308,260 |
|
|
|
1,308,260 |
|
|
|
- |
|
|
|
- |
|
|
N/A |
|
N/A |
Vantage at Fair Oaks |
|
June 2021 |
|
N/A |
|
|
11,011,245 |
|
|
|
634,381 |
|
|
|
634,381 |
|
|
|
- |
|
|
|
- |
|
|
N/A |
|
N/A |
Vantage at McKinney Falls |
|
December 2021 |
|
N/A |
|
|
11,431,272 |
|
|
|
3,571,068 |
|
|
|
3,571,068 |
|
|
|
- |
|
|
|
- |
|
|
N/A |
|
N/A |
Subtotal |
|
|
|
|
|
|
59,919,046 |
|
|
|
19,291,293 |
|
|
|
19,291,293 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bond Purchase Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CCBA Senior Garden Apartments |
|
July 2020 |
|
Q3 2022 (8) |
|
$ |
3,807,000 |
|
|
$ |
3,807,000 |
|
|
$ |
3,807,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
4.50% |
|
N/A |
Anaheim & Walnut |
|
September 2021 |
|
Q3 2024 (8) |
|
|
3,900,000 |
|
|
|
3,900,000 |
|
|
|
- |
|
|
|
- |
|
|
|
3,900,000 |
|
|
4.85% |
|
N/A |
Subtotal |
|
|
|
|
|
|
7,707,000 |
|
|
|
7,707,000 |
|
|
|
3,807,000 |
|
|
|
- |
|
|
|
3,900,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Commitments |
|
|
|
|
|
$ |
482,592,088 |
|
|
$ |
276,325,887 |
|
|
$ |
169,391,234 |
|
|
$ |
86,834,653 |
|
|
$ |
20,100,000 |
|
|
|
|
|
62
Debt Service on Debt Financings, Secured Notes, Mortgages Payable, and Secured Lines of Credit
Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRBs, taxable MRBs, GILs, a taxable GIL and certain property loans. The financing arrangements generally involve the securitization of these investment assets into trusts whereby we retain beneficial interests in the trusts that provide us certain rights to the underlying investment assets. The senior beneficial interests are sold to unaffiliated parties in exchange for debt proceeds. The senior beneficial interests require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. The Partnership is required to fund any shortfall in principal and interest payable to the senior beneficial interests of the TEBS financings in the case of non-payment, forbearance or default of the borrowers’ contractual debt service payments of the related MRBs, up to the value of our residual interests. In the case of forbearance or default on an underlying investment asset in a Term TOB or TOB trust financing, we may be required to fund shortfalls in principal and interest payable to the senior beneficial interests, repurchase a portion of the outstanding senior beneficial interests, or repurchase the underlying investment asset and seek alternative financing. We anticipate that cash flows from the securitized investment assets will fund normal, recurring principal and interest payments to the senior beneficial interests and all trust-related fees.
Our debt financing arrangements include various fixed and variable debt arrangements. Increases in short-term interest rates will generally result in similar increases in the interest cost associated with our variable debt financing arrangements. We actively manage our mix of fixed and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed and variable rate debt financings as of March 31, 2022 and December 31, 2021:
|
|
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||
Securitized Assets - |
|
Related Debt Financing - Fixed or Variable Interest Rates |
|
Outstanding |
|
|
% of Total |
|
|
Outstanding |
|
|
% of Total |
|
||||
Fixed |
|
Fixed |
|
$ |
279,611,397 |
|
|
|
31.6 |
% |
|
$ |
293,999,683 |
|
|
|
35.8 |
% |
Fixed (1) |
|
Variable (1) |
|
|
312,113,516 |
|
|
|
35.2 |
% |
|
|
286,567,660 |
|
|
|
34.8 |
% |
Variable (2) |
|
Variable (2) |
|
|
293,849,000 |
|
|
|
33.2 |
% |
|
|
242,204,000 |
|
|
|
29.4 |
% |
Total |
|
|
|
$ |
885,573,913 |
|
|
|
|
|
$ |
822,771,343 |
|
|
|
|
||
We may be required to post collateral if the value of investment assets securitized in TOB trust financings drop below a threshold in the aggregate. We defensively posted additional collateral totaling $2.1 million during the three months ended March 31, 2022 due to volatility in asset pricing. We were not required to post collateral due to declines in the value of the securitized assets during the three months ended March 31, 2021. Our Secured Notes are secured by the cash flows from the residual certificates of our TEBS financings. Interest due on the Secured Notes, net of amounts due to the Partnership on the related total return swap transactions, will be paid from receipts related to the TEBS financing residual certificates. Future receipts of principal related to the TEBS financing residual certificates will be used to pay down the principal of the Secured Notes. The Partnership has guaranteed the payment and performance of the responsibilities under the Secured Notes and related documents.
Our mortgages payable financing arrangements are used to leverage The 50/50 MF Property. The mortgages are entered into with financial institutions and are secured by the MF Property. The mortgages bear interest at fixed rates and include scheduled principal payments. The mortgages mature in March 2025 and April 2027. We anticipate that cash flows from The 50/50 MF Property will be sufficient to pay all normal, recurring principal and interest payments.
Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances monthly and certain quarterly commitment fees. Such obligations are paid primarily from operating cash flows. The Acquisition LOC requires principal payments as previously described in this Item 2. The General LOC does not require principal payments until maturity in June 2023 as long as the outstanding principal is less than or equal to the borrowing base calculation.
Distributions Paid to Holders of Preferred Units and BUCs
Distributions to the holders of Series A Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. If the Partnership were to issue Series A-1 Preferred Units or Series B Preferred Units, holders of such units will be paid quarterly distributions, if declared by the General Partner, at annual fixed rates of 3.0% and 3.4%, respectively. The Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.
63
On March 15, 2022, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly distribution of $0.11 per BUC (or $0.33 per BUC after giving effect to the Reverse Unit Split) to unitholders of record on March 31, 2022 and payable on April 29, 2022.
The Partnership and its General Partner continually assess the level of distributions for the Preferred Units and BUCs based on cash available for distribution, financial performance and other factors considered relevant.
Potential Redemptions of Series A Preferred Units
Upon the sixth anniversary of the closing of the sale of Series A Preferred Units to a subscriber, and upon each anniversary thereafter, each holder of Series A Preferred Units has the right to redeem, in whole or in part, the Series A Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions through the date of the redemption. The next optional redemption dates for the currently outstanding Series A Preferred Units range from September 2022 through October 2023 and the holders must provide notice of the election to redeem no less than 180 days prior to such redemption dates. No Unitholders have given notice of their election to redeem Series A Preferred Units as of March 31, 2022. If the holders of the Series A Preferred Units elect to redeem, we will be required, subject to certain restrictions, to secure funds to redeem from unrestricted cash on hand, proceeds from our General LOC, additional borrowings or through additional capital raising options.
In July 2021, our registration statement on Form S-4 to register the offering and issuance of up to 9,450,000 of Series A-1 Preferred Units under a shelf registration process was declared effective by the SEC. Under this offering, the Partnership may issue up to 9,450,000 Series A-1 Preferred Units in exchange for the Partnership’s outstanding Series A Preferred Units. If unitholders elect to exchange Series A Preferred Units for Series A-1 Preferred Units, the new Series A-1 Preferred Units will not be eligible for redemption until the sixth anniversary of the date of the exchange, except in certain limited circumstances.
In April 2022, we issued 2,000,000 of Series A-1 Preferred Units in exchange for 2,000,000 outstanding Series A Preferred Units held by a financial institution. The remaining 7,450,000 of outstanding Series A Preferred Units are eligible for exchange under the existing registration on Form S-4.
Other Contractual Obligations
We are subject to various guarantee obligations in the normal course of business, and, in most cases, do not anticipate these obligations to result in significant cash payments by the Partnership.
Cash Flows
For the three months ended March 31, 2022, we generated cash of $10.5 million, which was the net result of $9.3 million provided by operating activities, $31.6 million used in investing activities, and $32.9 million provided by financing activities.
Cash provided by operating activities totaled $9.3 million for the three months ended March 31, 2022, as compared to $7.5 million generated for the three months ended March 31, 2021. The change between periods was primarily due to the following factors:
Cash used in investing activities totaled $31.6 million for the three months ended March 31, 2022, as compared to cash used of $24.6 million for the three months ended March 31, 2021. The change between periods was primarily due to the following factors:
64
Cash provided by financing activities totaled $32.9 million for the three months ended March 31, 2022, as compared to cash provided of $25.7 million for the three months ended March 31, 2021. The change between periods was primarily due to the following factors:
We believe our cash balance and cash provided by the sources discussed herein will be sufficient to pay, or refinance, our debt obligations and to meet our liquidity needs over the next 12 months.
Leverage Ratio
We set target constraints for each type of financing utilized by us. Those constraints are dependent upon several factors, including the assets being leveraged, the tenor of the leverage program, whether the financing is subject to margin collateral calls, and the liquidity and marketability of the financed collateral. We use target constraints for each type of financing to manage to an overall maximum 75% leverage level (the “Leverage Ratio”), as established by the Board of Managers of Greystone Manager. The Board of Managers of Greystone Manager retains the right to change the maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of March 31, 2022, our overall Leverage Ratio was approximately 69%.
Off Balance Sheet Arrangements
As of March 31, 2022 and December 31, 2021, we held MRBs, GILs, taxable MRBs, a taxable GIL and certain property loans that are secured by affordable multifamily and seniors housing properties and one commercial property, which are owned by entities that are not controlled by us. We have no equity interest in these entities and do not guarantee any obligations of these entities.
The Partnership has entered into various commitments and guarantees. For additional discussions related to commitments and guarantees, see Note 18 to the Partnership’s condensed consolidated financial statements.
We do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.
We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties, other than those disclosed in Note 21 to the Partnership’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements that will be adopted in future periods, see Note 2 to the Partnership’s condensed consolidated financial statements.
Community Investments
The Partnership has invested and intends to invest in assets which are and will be purchased in order to support underlying community development activities targeted to low- and moderate-income individuals, such as affordable housing, small business lending, and job creating activities in areas of the United States. These investments may be eligible for regulatory credit under the Community Reinvestment Act of 1977 ("CRA") and available for allocation to holders of our Preferred Units (see Note 19 to Partnership's condensed consolidated financial statements).
The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of March 31, 2022:
65
Property Name |
|
Investment |
|
|
Senior Bond |
|
Street |
|
City |
|
County |
|
State |
|
Zip |
|
Glenview Apartments |
|
$ |
670,000 |
|
|
12/1/2031 |
|
2361 Bass Lake Rd |
|
Cameron Park |
|
El Dorado |
|
CA |
|
95682 |
Harden Ranch Apartments |
|
|
460,000 |
|
|
3/1/2030 |
|
1907 Dartmouth Way |
|
Salinas |
|
Monterey |
|
CA |
|
93906 |
Harmony Court Apartments |
|
|
3,730,000 |
|
|
12/1/2033 |
|
5948 Victor Street |
|
Bakersfield |
|
Kern |
|
CA |
|
93308 |
Harmony Terrace Apartments |
|
|
3,400,000 |
|
|
1/1/2034 |
|
941 Sunset Garden Lane |
|
Simi Valley |
|
Ventura |
|
CA |
|
93065 |
Hope on Avalon |
|
|
11,981,200 |
|
|
2/1/2023 |
|
12225-12227 South Avalon Blvd |
|
Los Angeles |
|
Los Angeles |
|
CA |
|
90061 |
Hope on Broadway |
|
|
8,691,245 |
|
|
2/1/2023 |
|
5138 South Broadway |
|
Los Angeles |
|
Los Angeles |
|
CA |
|
90037 |
Lutheran Gardens Apartments |
|
|
10,352,000 |
|
|
2/1/2025 |
|
2347 E. El Segundo Boulevard |
|
Compton |
|
Los Angeles |
|
CA |
|
90222 |
Montclair Apartments |
|
|
1,630,000 |
|
|
12/1/2031 |
|
150 S 19th Ave |
|
Lemoore |
|
Kings |
|
CA |
|
93245 |
Montecito at Williams Ranch |
|
|
7,690,000 |
|
|
10/1/2034 |
|
1598 Mesquite Dr |
|
Salinas |
|
Monterey |
|
CA |
|
93905 |
Montevista |
|
|
6,720,000 |
|
|
7/1/2036 |
|
13728 San Pablo Avenue |
|
San Pablo |
|
Contra Costa |
|
CA |
|
94806 |
Ocotillo Springs (2) |
|
|
18,700,000 |
|
|
8/1/2037 |
|
1615 I St |
|
Brawley |
|
Imperial |
|
CA |
|
92227 |
Residency at the Mayer (3) |
|
|
26,000,000 |
|
|
4/1/2039 |
|
5500 Hollywood Boulevard |
|
Hollywood |
|
Los Angeles |
|
CA |
|
90028 |
San Vicente Townhomes |
|
|
495,000 |
|
|
11/1/2033 |
|
250 San Vicente Road |
|
Soledad |
|
Monterey |
|
CA |
|
93960 |
Santa Fe Apartments |
|
|
265,000 |
|
|
12/1/2031 |
|
16576 Sultana St |
|
Hesperia |
|
San Bernardino |
|
CA |
|
92345 |
Seasons At Simi Valley |
|
|
4,376,000 |
|
|
9/1/2032 |
|
1606 Rory Ln |
|
Simi Valley |
|
Ventura |
|
CA |
|
93063 |
Solano Vista Apartments |
|
|
2,655,000 |
|
|
1/1/2036 |
|
40 Valle Vista Avenue |
|
Vallejo |
|
Solano |
|
CA |
|
94590 |
Summerhill Family Apartments |
|
|
3,623,000 |
|
|
12/1/2033 |
|
6200 Victor Street |
|
Bakersfield |
|
Kern |
|
CA |
|
93308 |
Sycamore Walk |
|
|
632,000 |
|
|
1/1/2033 |
|
380 Pacheco Road |
|
Bakersfield |
|
Kern |
|
CA |
|
93307 |
Tyler Park Townhomes |
|
|
75,000 |
|
|
1/1/2030 |
|
1120 Heidi Drive |
|
Greenfield |
|
Monterey |
|
CA |
|
93927 |
Village at Madera Apartments |
|
|
85,000 |
|
|
12/1/2033 |
|
501 Monterey St |
|
Madera |
|
Madera |
|
CA |
|
93637 |
Vineyard Gardens |
|
|
3,995,000 |
|
|
1/1/2035 |
|
2800 E Vineyard Ave |
|
Oxnard |
|
Ventura |
|
CA |
|
93036 |
Westside Village Apartments |
|
|
1,970,000 |
|
|
1/1/2030 |
|
595 Vera Cruz Way |
|
Shafter |
|
Kern |
|
CA |
|
93263 |
Centennial Crossings Senior Apartments |
|
|
50,514,260 |
|
|
9/1/2023 |
|
15475 East Fair Place |
|
Centennial |
|
Arapahoe |
|
CO |
|
80016 |
Osprey Village |
|
|
12,855,357 |
|
|
8/1/2024 |
|
151 N. Osprey Village Road |
|
Kissimmee |
|
Osceola |
|
FL |
|
34758 |
Willow Place Apartments |
|
|
4,971,786 |
|
|
10/1/2024 |
|
150 South Zack Hinton Parkway |
|
McDonough |
|
Henry |
|
GA |
|
30253 |
Brookstone Apartments |
|
|
7,351,468 |
|
|
5/1/2040 |
|
4200 Hickory Hills Drive |
|
Waukegan |
|
Lake |
|
IL |
|
60087 |
Copper Gate Apartments |
|
|
5,220,000 |
|
|
12/1/2029 |
|
3140 Copper Gate Circle |
|
Lafayette |
|
Tippecanoe |
|
IN |
|
47909 |
Renaissance Gateway Apartments |
|
|
11,500,000 |
|
|
6/1/2050 |
|
650 N. Ardenwood Drive |
|
Baton Rouge |
|
East Baton Rouge Parish |
|
LA |
|
70806 |
Hilltop at Signal Hills |
|
|
34,769,890 |
|
|
8/1/2023 |
|
50 Signal Hills Center |
|
West Saint Paul |
|
Dakota |
|
MN |
|
55118 |
Legacy Commons at Signal Hills |
|
|
50,868,631 |
|
|
2/1/2024 |
|
50 Signal Hills Center |
|
West Saint Paul |
|
Dakota |
|
MN |
|
55118 |
Oasis at Twin Lakes |
|
|
57,161,673 |
|
|
8/1/2023 |
|
2705,2725, & 2745 Herschel St. N |
|
Roseville |
|
Ramsey |
|
MN |
|
55113 |
Jackson Manor Apartments (4) |
|
|
6,900,000 |
|
|
5/1/2038 |
|
332 Josanna Street |
|
Jackson |
|
Hinds |
|
MS |
|
39202 |
Gateway Village Apartments |
|
|
2,600,000 |
|
|
4/1/2032 |
|
400 Lakeside Drive |
|
Hillsborough |
|
Orange |
|
NC |
|
27278 |
Greens of Pine Glen |
|
|
10,315,000 |
|
|
10/1/2047 |
|
6201 Pine Glen Trail |
|
Durham |
|
Durham |
|
NC |
|
27713 |
Lynnhaven Apartments |
|
|
3,450,000 |
|
|
4/1/2032 |
|
719 Wadesboro Street |
|
Durham |
|
Durham |
|
NC |
|
27703 |
Silver Moon Apartments |
|
|
8,500,000 |
|
|
8/1/2055 |
|
901 Park Avenue SW |
|
Albuquerque |
|
Bernalillo |
|
NM |
|
87102 |
Village at Avalon |
|
|
16,400,000 |
|
|
1/1/2059 |
|
915 Park SW |
|
Albuquerque |
|
Bernalillo |
|
NM |
|
87102 |
Bridle Ridge Apartments |
|
|
7,885,000 |
|
|
1/1/2043 |
|
310 Chandler Road |
|
Greer |
|
Greenville |
|
SC |
|
29651 |
Columbia Gardens Apartments |
|
|
15,000,000 |
|
|
12/1/2050 |
|
4000 Plowden Road |
|
Columbia |
|
Richland |
|
SC |
|
29205 |
Companion at Thornhill Apartments |
|
|
11,500,000 |
|
|
1/1/2052 |
|
930 East Main Street |
|
Lexington |
|
Lexington |
|
SC |
|
29072 |
Cross Creek Apartment Homes |
|
|
5,871,004 |
|
|
3/1/2049 |
|
325 Ambrose Run |
|
Beaufort |
|
Beaufort |
|
SC |
|
29906 |
The Palms at Premier Park |
|
|
20,152,000 |
|
|
1/1/2050 |
|
1155 Clemson Frontage Road |
|
Columbia |
|
Richland |
|
SC |
|
29229 |
Village at River's Edge |
|
|
10,000,000 |
|
|
6/1/2033 |
|
Gibson & Macrae Streets |
|
Columbia |
|
Richland |
|
SC |
|
29203 |
Willow Run |
|
|
15,000,000 |
|
|
12/18/2050 |
|
511 Alcott Drive |
|
Columbia |
|
Richland |
|
SC |
|
29203 |
Arbors of Hickory Ridge Apartments |
|
|
11,581,925 |
|
|
1/1/2049 |
|
6296 Lake View Trail |
|
Memphis |
|
Shelby |
|
TN |
|
38115 |
Angle Apartments |
|
|
23,000,000 |
|
|
1/1/2054 |
|
4250 Old Decatur Rd |
|
Fort Worth |
|
Tarrant |
|
TX |
|
76106 |
Avistar at Copperfield (Meadow Creek) |
|
|
14,000,000 |
|
|
5/1/2054 |
|
6416 York Meadow Drive |
|
Houston |
|
Harris |
|
TX |
|
77084 |
Avistar at the Crest Apartments |
|
|
11,211,961 |
|
|
3/1/2050 |
|
12660 Uhr Lane |
|
San Antonio |
|
Bexar |
|
TX |
|
78217 |
Avistar at the Oaks |
|
|
8,985,774 |
|
|
8/1/2050 |
|
3935 Thousand Oaks Drive |
|
San Antonio |
|
Bexar |
|
TX |
|
78217 |
Avistar at Wilcrest (Briar Creek) |
|
|
5,325,000 |
|
|
5/1/2054 |
|
1300 South Wilcrest Drive |
|
Houston |
|
Harris |
|
TX |
|
77042 |
Avistar at Wood Hollow (Oak Hollow) |
|
|
40,260,000 |
|
|
5/1/2054 |
|
7201 Wood Hollow Circle |
|
Austin |
|
Travis |
|
TX |
|
78731 |
Avistar in 09 Apartments |
|
|
7,808,622 |
|
|
8/1/2050 |
|
6700 North Vandiver Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78209 |
Avistar on Parkway |
|
|
13,425,000 |
|
|
5/1/2052 |
|
9511 Perrin Beitel Rd |
|
San Antonio |
|
Bexar |
|
TX |
|
78217 |
Avistar on the Blvd |
|
|
17,559,976 |
|
|
3/1/2050 |
|
5100 USAA Boulevard |
|
San Antonio |
|
Bexar |
|
TX |
|
78240 |
Avistar on the Hills |
|
|
5,769,327 |
|
|
8/1/2050 |
|
4411 Callaghan Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78228 |
Berrendo Square |
|
|
6,435,000 |
|
|
12/1/2052 |
|
515 Exeter Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78209 |
Bruton Apartments |
|
|
18,145,000 |
|
|
8/1/2054 |
|
9415 Bruton Rd |
|
Dallas |
|
Dallas |
|
TX |
|
75217 |
Concord at Gulf Gate Apartments |
|
|
19,185,000 |
|
|
2/1/2032 |
|
7120 Village Way |
|
Houston |
|
Harris |
|
TX |
|
77087 |
Concord at Little York Apartments |
|
|
13,440,000 |
|
|
2/1/2032 |
|
301 W Little York Rd |
|
Houston |
|
Harris |
|
TX |
|
77076 |
Concord at Williamcrest Apartments |
|
|
20,820,000 |
|
|
2/1/2032 |
|
10965 S Gessner Rd |
|
Houston |
|
Harris |
|
TX |
|
77071 |
Esperanza at Palo Alto Apartments |
|
|
19,540,000 |
|
|
7/1/2058 |
|
SWC of Loop 410 and Highway 16 South |
|
San Antonio |
|
Bexar |
|
TX |
|
78224 |
Heritage Square Apartments |
|
|
11,185,000 |
|
|
9/1/2051 |
|
515 S. Sugar Rd |
|
Edinburg |
|
Hidalgo |
|
TX |
|
78539 |
Laurel Crossing |
|
|
7,590,000 |
|
|
12/1/2052 |
|
1415 Babcock Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78201 |
Oaks at Georgetown Apartments |
|
|
12,330,000 |
|
|
1/1/2034 |
|
550 W 22nd St |
|
Georgetown |
|
Williamson |
|
TX |
|
78626 |
Runnymede Apartments |
|
|
10,825,000 |
|
|
10/1/2042 |
|
1101 Rutland Drive |
|
Austin |
|
Travis |
|
TX |
|
78758 |
Scharbauer Flats Apartments |
|
|
56,522,012 |
|
|
1/1/2023 |
|
2300 N. Fairgrounds Road |
|
Midland |
|
Midland |
|
TX |
|
79705 |
South Park Ranch Apartment Homes |
|
|
11,919,860 |
|
|
12/1/2049 |
|
9401 S 1st Street |
|
Austin |
|
Travis |
|
TX |
|
78748 |
15 West Apartments |
|
|
9,850,000 |
|
|
7/1/2054 |
|
401 15th Street |
|
Vancouver |
|
Clark |
|
WA |
|
98660 |
|
|
$ |
863,695,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
66
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The primary components of our market risk as of March 31, 2022 are related to interest rate risk and credit risk. Our exposure to market risks relates primarily to our investments in MRBs, GILs, property loans and our debt financing and mortgages payable. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.
With the exception of on-going interest rate developments, there have been no material changes in market risk, except as discussed below, from the information provided under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2021.
Interest Rate Risk
The first quarter of 2022 was a volatile period for the fixed income markets as the Federal Reserve has signaled a series of future short term interest rate increases to combat inflation in the broader economy and has also stated its intention to reduce its balance sheet of US treasury bonds and mortgage-backed securities. Increases in short-term interest rates will generally result in similar increases in the interest cost associated with our variable debt financing arrangements.
Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRBs, GILs, property loans and the debt financing used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates. The majority of our MRBs bear interest at fixed rates. The GILs and property loans predominantly bear interest at variable rates, noting all are subject to interest rate floors with the exception of Scharbauer Flats Apartments GIL (Note 7).
The following table sets forth information regarding the impact on the Partnership’s net interest income assuming various changes in short-term interest rates as of March 31, 2022:
Description |
|
- 25 basis points |
|
|
+ 50 basis points |
|
|
+ 100 basis points |
|
|
+ 150 basis points |
|
|
+ 200 basis points |
|
|||||
TOB Debt Financings |
|
$ |
1,131,993 |
|
|
$ |
(2,263,986 |
) |
|
$ |
(4,527,972 |
) |
|
$ |
(6,791,959 |
) |
|
$ |
(9,055,945 |
) |
TEBS Debt Financings |
|
|
127,391 |
|
|
|
(254,781 |
) |
|
|
(509,562 |
) |
|
|
(764,343 |
) |
|
|
(1,019,124 |
) |
Other Investment Financings |
|
|
(17,763 |
) |
|
|
34,578 |
|
|
|
69,157 |
|
|
|
103,735 |
|
|
|
138,314 |
|
Variable Rate Investments |
|
|
(892,975 |
) |
|
|
1,892,160 |
|
|
|
3,827,651 |
|
|
|
5,774,873 |
|
|
|
7,722,104 |
|
Total |
|
$ |
348,646 |
|
|
$ |
(592,029 |
) |
|
$ |
(1,140,726 |
) |
|
$ |
(1,677,694 |
) |
|
$ |
(2,214,651 |
) |
The interest rate sensitivity table above (the “Table”) represents the change in interest income from investments, net of interest on debt and settlement payments for interest rate derivatives over the next twelve months, assuming an immediate parallel shift in the LIBOR yield curve and the resulting implied forward rates are realized as a component of this shift in the curve. Assumptions include anticipated interest rates, relationships between interest rate indices and outstanding investments, liabilities and interest rate derivative positions. No assurance can be made that the assumptions included in the Table presented herein will occur or that other events will not occur that will affect the outcomes of the analysis. Furthermore, the results included in the Table assume the Partnership does not act to change its sensitivity to the movement in interest rates. As the above information incorporates only those material positions or exposures that existed as of March 31, 2022, it does not consider those exposures or positions that could arise after that date. The ultimate economic impact of these market risks will depend on the exposures that arise during the period, our risk mitigation strategies at that time and the overall business and economic environment.
We employ leverage to fund the acquisition of many of our fixed income assets. Approximately 68% of that leverage bears interest at short term floating interest rates. The other 32% of leverage has fixed interest rates. Of those assets funded with short term floating rate debt facilities, approximately half bear interest rate at a floating rate as well. While there is some basis risk between the interest cost associated our debt facilities and the short-term interest rate indices on our variable rate assets, this portion of our portfolio is substantially match funded with rising short term interest rates having a minimal impact on our net interest income.
For those fixed rate assets where we have variable rate funding, hedging instruments such as interest rate caps and interest rate swaps have been utilized to help offset the potential increase in our funding cost that would result from higher short term interest rates. In some cases, these positions have been hedged to their expected maturity date. In others, a shorter-term hedge has been executed due to uncertainty regarding the time period over which the individual fixed rate asset might be outstanding.
As of March 31, 2022, our stated costs of borrowing by type of facility were as follows:
67
We have entered into a total return swap agreement to lower the net interest cost of our Secured Notes. The following table sets forth certain information regarding the Partnership’s total return swap agreement as of March 31, 2022:
Trade Date |
|
Notional |
|
|
Effective |
|
Termination Date |
|
Period End |
|
Period End |
|
Variable Rate |
|
Counterparty |
|
Fair Value as of |
|
||
September 2020 |
|
|
102,982,129 |
|
|
September 2020 |
|
Sept 2025 |
|
4.58% (1) |
|
9.83% (2) |
|
3-month LIBOR |
|
Mizuho Capital Markets |
|
$ |
212,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
212,183 |
|
|
We have entered into two interest rate swap agreements to mitigate interest risk associated with the variable rate TOB trust financings (Note 15). The following table summarizes our interest rate swap agreements as of March 31, 2022:
Trade Date |
|
Notional Amount |
|
|
Effective Date |
|
Termination Date |
|
Fixed Rate Paid |
|
|
Period End Variable Rate Received |
|
|
Variable Rate Index |
|
Variable Debt |
|
Counterparty |
|
Fair Value of Asset as of |
|
||||
February 2022 |
|
|
55,990,000 |
|
|
2/9/2022 |
|
2/1/2024 |
|
|
1.40 |
% |
|
|
0.16 |
% |
|
SOFR |
|
TOB Trusts |
|
Mizuho Capital Markets |
|
$ |
911,775 |
|
March 2022 |
|
|
47,850,000 |
|
|
3/3/2022 |
|
3/1/2027 |
|
|
1.65 |
% |
|
|
0.17 |
% |
|
SOFR |
|
TOB Trusts |
|
Mizuho Capital Markets |
|
|
1,428,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,340,746 |
|
|||
We have entered into interest rate cap agreements to mitigate our exposure to interest rate fluctuations on variable-rate debt financing facilities. The following table sets forth certain information regarding the Partnership’s interest rate cap agreements as of March 31, 2022:
Purchase Date |
|
Notional Amount |
|
|
Maturity |
|
Effective |
|
|
Index |
|
Variable Debt |
|
Counterparty |
|
Fair Value as of |
|
|||
August 2019 |
|
|
76,184,554 |
|
|
Aug 2024 |
|
|
4.5 |
% |
|
SIFMA |
|
M31 TEBS |
|
Barclays Bank PLC |
|
$ |
185,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185,475 |
|
||
68
Credit Risk
Our primary credit risk is the risk of default on our investment in MRBs, GILs and property loans collateralized by the multifamily residential, seniors housing and skilled nursing properties. The MRBs and GILs are not direct obligations of the governmental authorities that issue the MRB or GIL and are not guaranteed by such authorities or any insurer. In addition, the MRBs, GILs and the associated property loans are non-recourse obligations of the property owner. As a result, the primary source of principal and interest payments on the MRBs, GILs and the property loans is the net operating cash flows generated by these properties or the net proceeds from a sale or refinance of these properties. Affiliates of the borrowers of our GILs and certain property loans have guaranteed payment of principal and accrued interest on the GILs and property loans of 100% at origination, decreasing to 50% upon receipt of the certificate of occupancy, and decreasing to 25% upon achievement of 90% occupancy for 30 consecutive days, so the Partnership may have additional recourse options for these investments.
If a property is unable to sustain net rental revenues at a level necessary to pay current debt service obligations on our MRB, GIL or property loans, a default may occur. A property’s ability to generate net operating cash flows is subject to a variety of factors, including rental and occupancy rates of the property and the level of its operating expenses. Occupancy rates and rents are directly affected by the supply of, and demand for, multifamily residential, single-family rentals, seniors housing and skilled nursing properties in the market area where the property is located. This is affected by several factors such as local or national economic conditions, the amount of new apartment construction and the affordability of single-family homes. In addition, factors such as government regulation (e.g. zoning laws and permitting requirements), inflation, real estate and other taxes, labor problems, and natural disasters can affect the economic operations of a multifamily residential property.
Defaults on the MRBs, GILs or property loans may reduce the amount of future cash available for distribution to Unitholders. In addition, if a property’s net operating cash flows decline, it may affect the market value of the property. If the market value of a property deteriorates, the amount of net proceeds from the ultimate sale or refinancing of the property may be insufficient to repay the entire principal balance of the MRB, GIL or property loan. In the event of a default on an MRB, GIL or property loan, we will have the right to foreclose on the mortgage or deed of trust securing the property. If we take ownership of the property securing a defaulted MRB or GIL we will be entitled to all net operating cash flows generated by the property. If such an event occurs, these amounts will not provide tax-exempt income.
We actively manage the credit risks associated with our MRBs, GILs and property loans by performing a complete due diligence and underwriting process of the owners and the properties securing these investments prior to investing. In addition, we carefully monitor the on-going performance of the properties underlying these investments.
Credit risk is also present in the geographical concentration of the properties securing our MRBs. We have significant concentrations (geographic risk) in Texas, California, and South Carolina. The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Texas |
|
|
42 |
% |
|
|
41 |
% |
California |
|
|
23 |
% |
|
|
23 |
% |
South Carolina |
|
|
12 |
% |
|
|
11 |
% |
Mortgage Revenue Bonds Sensitivity Analysis
A third-party pricing service is used to value our MRBs. The pricing service uses a discounted cash flow and yield to maturity or call analysis which encompasses judgment in its application. The key assumption in the yield to maturity or call analysis is the range of effective yields of the individual MRBs. The effective yield analysis for each MRB considers the current market yield of similar securities, specific terms of each MRB, and various characteristics of the property collateralizing the MRB such as debt service coverage ratio, loan to value, and other characteristics.
We completed a sensitivity analysis which is hypothetical and is as of a specific point in time. The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution. The table below summarizes the sensitivity analysis metrics related to the investments in the MRBs as of March 31, 2022:
Description |
|
Estimated Fair |
|
|
Range of Effective |
|
Range of Effective |
|
Additional |
|
||||||
Mortgage Revenue Bonds |
|
$ |
734,956 |
|
|
1.6% |
-20.2% |
|
|
1.8 |
% |
-22.2% |
|
$ |
17,995 |
|
69
Reinvestment Risk
MRBs may have optional call dates that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity at either par or premiums to par. In addition, our GILs and most property loans are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment asset or for other reasons. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new assets. New MRB, GIL and property loan opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time.
Similarly, we are subject to reinvestment risk on the return of capital from sales of investments in unconsolidated entities. Our strategy involves making equity investments in unconsolidated entities for the development, stabilization and sale of market-rate multifamily rental properties. Our initial equity contributions are returned upon sale of the properties underlying the unconsolidated entities, at which time we will reinvest the capital into new unconsolidated entities or other investments. New investment opportunities may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in the development of market-rate multifamily rental properties, rising interest rates and increasing construction costs. Lower returns on new investment opportunities will result in declining operating results over time.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. The Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Partnership’s current disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Partnership’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting. The Chief Executive Officer and Chief Financial Officer have determined that there were no changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Partnership’s most recent fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
70
PART II - OTHER INFORMATION
Item 1A. Risk Factors.
The risk factors affecting the Partnership are described in Item 1A “Risk Factors” in the Partnership’s Annual Report on Form 10‑K for the year ended December 31, 2021, which is incorporated by reference herein. There have been no material changes from these previously disclosed risk factors for the three months ended March 31, 2022.
Item 6. Exhibits.
The following exhibits are filed as required by Item 601 of Regulation S-K. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:
4.1 |
|
|
|
|
|
10.1 |
|
Series A-1 Preferred Units Exchange Agreement dated April 26, 2022. |
|
|
|
10.2 |
|
|
|
|
|
31.1 |
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1 |
|
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
|
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101 |
|
The following materials from the Partnership’s Quarterly Report on Form 10-Q for the periods ended March 31, 2022 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets on March 31, 2022 and December 31, 2021, (ii) the Condensed Consolidated Statements of Operations for the periods ended March 31, 2022 and 2021, (iii) the Condensed Consolidated Statements of Comprehensive Income for the periods ended March 31, 2022 and 2021, (iv) the Condensed Consolidated Statements of Partners’ Capital for the periods ended March 31, 2022 and 2021, (v) the Condensed Consolidated Statements of Cash Flows for the periods ended March 31, 2022 and 2021, and (vi) Notes to Condensed Consolidated Financial Statements. Such materials are presented with detailed tagging of notes and financial statement schedules. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
71
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
Date: May 5, 2022 |
|
By: |
|
/s/ Kenneth C. Rogozinski |
|
|
|
|
Kenneth C. Rogozinski |
|
|
|
|
Chief Executive Officer |
Date: May 5, 2022 |
|
By: |
|
/s/ Jesse A. Coury |
|
|
|
|
Jesse A. Coury |
|
|
|
|
Chief Financial Officer |
72
Exhibit 4.1
Certificate No. |
CUSIP 02364V 206 |
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
BENEFICIAL UNIT CERTIFICATE
THIS CERTIFIES THAT ____________________________________________________ is the registered owner of __________ Beneficial Unit Certificates evidencing an assignment of a portion of the limited partner interest held by Greystone ILP, Inc. (the “Initial Limited Partner”) in America First Multifamily Investors, L.P., a Delaware limited partnership (the “Partnership”), and holds the same subject to the terms of an Amended and Restated Agreement of Limited Partnership, dated September 15, 2015, by and between America First Capital Associates Limited Partnership Two (the “General Partner”) and the Initial Limited Partner, as it may be amended from time to time (the “Partnership Agreement”). Such Beneficial Unit Certificates are transferable on the books of the Partnership, subject to the limitations in the Partnership Agreement, by the holder hereof in person or by duly authorized attorney, on surrender of this certificate properly endorsed. All capitalized terms not otherwise defined herein have the meaning set forth in the Partnership Agreement.
IN WITNESS WHEREOF, the Initial Limited Partner has caused this instrument to be duly executed.
Dated: ____________________, 20____
|
Greystone ILP, Inc., Initial Limited Partner |
|
|
|
|
|
|
|
By |
|
|
|
|
Kenneth C. Rogozinski, President |
|
|
|
|
|
|
By |
|
|
|
|
Jesse A. Coury, Secretary |
|
|
|
|
|
|
American Stock Transfer & Trust Company, |
|
|
|
Transfer Agent |
|
|
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - |
as tenants in common |
UNIF GIFT MIN ACT- Custodian (Cust) (Minor) |
TEN ENT - |
as tenants by the entireties |
under Uniform Gifts to Minors Act (State) |
JT TEN - |
as joint tenants with right of survivorship and not as tenants in common |
|
Additional abbreviations may also be used though not in the above list.
For Value Received, ____________________ hereby sell, assign and transfer unto
|
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) |
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) |
the Beneficial Unit Certificates evidenced hereby in America First Multifamily Investors, L.P., and do hereby irrevocably constitute and appoint ______________________________ ATTORNEY to transfer the said Beneficial Unit Certificates on the books of the Partnership with full power of substitution in the premises.
NOTICE: The signature(s) to
this assignment must correspond
with the name as written upon
the face of the Certificate in
every particular, without
alteration or enlargement or
any change whatever.
In the presence of:
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Exhibit 10.1
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (the “Agreement”) is made as of the 26th day of April 2022 by and between AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership (the “Partnership”), and the investor signatory hereto (the “Investor”).
WHEREAS, the Investor holds the securities of the Company set forth on the Investor’s signature page attached hereto (the “Existing Securities”);
WHEREAS, subject to the terms and conditions set forth in this Agreement, the Partnership desires to exchange with the Investor, and the Investor desires to exchange with the Company, the Existing Securities for the Series A-1 Preferred Units representing limited partnership interests of the Partnership set forth on the Investor’s signature page hereto (the “Series A-1 Preferred Units” or the “Exchange Securities”) having the rights, preferences, and privileges set forth in that certain Designation of the Preferences, Rights, Restrictions, and Limitations of the Series A-1 Preferred Units attached as Exhibit A- 1P to the Fifth Amendment to First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of April 20, 2021 (the “Certificate of Designations”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and the mutual agreements, representations and warranties, provisions, and covenants contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:
Section 1. Exchange. On the Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Investor shall, and the Partnership shall, exchange the Existing Securities for the Exchange Securities. Subject to the conditions set forth herein, the exchange of the Existing Securities for the Exchange Securities shall take place at the offices of Greystone AF Manager LLC, which is the general partner of the general partner of the Partnership (the “General Partner”), on April 22, 2022 or at such other time and place as the General Partner and the Investor mutually agree (the “Closing” and the “Closing Date”). At the Closing, the following transactions shall occur (such transaction, an “Exchange”):
Exchange Agreement
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Section 2. Closing Conditions.
Exchange Agreement
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Section 3. Representations and Warranties of the Partnership. The Partnership hereby represents and warrants to the Investor that:
Exchange Agreement
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federal and state securities or “blue sky” laws) applicable to the Partnership, except in the case of clause
Section 4. Representations and Warranties of the Investor. The Investor hereby represents, warrants, and covenants to the Partnership that:
Exchange Agreement
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relied upon, appropriate professional advice regarding the investment, tax, and legal merits and consequences of this Agreement and the ownership of the Series A-1 Preferred Units.
U.S. federal, state, local, or international laws and regulations applicable to the Investor, including U.S. anti-money laundering laws and regulations. The Investor agrees to promptly notify the Partnership if any of the foregoing representations in this Section 4(l) cease to be true and accurate regarding the Investor. The Investor also agrees to provide the Partnership and the General Partner with any additional information regarding the Investor that the Partnership or General Partner deems necessary or convenient to ensure compliance with the foregoing representations. The Investor understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related to money laundering or similar activities, the Partnership may undertake appropriate actions to ensure compliance with applicable laws or regulations, including, but not limited to, segregation and/or redemption of the Investor’s investment in the Series A-1 Preferred Units. The Investor further understands that the Partnership may release confidential information about the Investor and, if applicable, any underlying beneficial owners of the Investor, to the proper authorities if the General Partner, in its sole discretion, determines that it is in the best interests of the Partnership in light of the foregoing described anti-money laundering rules.
Exchange Agreement
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Section 5. Additional Covenants.
Section 6. Miscellaneous.
Exchange Agreement
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[Remainder of Page Intentionally Left Blank]
Exchange Agreement
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IN WITNESS WHEREOF, the parties have executed this Exchange Agreement as of the date first set forth above.
THE PARTNERSHIP:
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
By: America First Capital Associates Limited Partnership Two, its General Partner
By: Greystone AF Manager LLC, its General Partner
By: /s/ Ken Rogozinski Ken Rogozinski, CEO
INVESTOR:
Name of Investor: |
PNC Community Development Company, LLC |
Address of Investor: |
1900 East Ninth Street, Suite 3400, Cleveland, OH 44114 |
Signature of Authorized Signatory: |
/s/ David M. Eddy |
Name and Title of Authorized Signatory: |
David M. Eddy, Vice President |
Number of Existing Securities Held by Investor: |
2,000,000 Series A Preferred Units representing limited partnership interests of the Partnership |
Number of Series A-1 Preferred Units Issued to Investor: |
2,000,000 |
Aggregate Amount of Investment: |
$20,000,000 |
Date Signed by Investor: |
April 26, 2022 |
SELECTION OF DESIGNATED TARGET REGION:
The Investor indicated above hereby selects the following as the Designated Target Region for the Investor’s investment:
Complete One:
The State of |
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The multi-state region including |
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The metropolitan area(s) of |
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The entire United States |
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Exchange Agreement
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The Investor may also request an allocation of capital to specific investments already within the portfolio. Such requests to be allocated as according to the “CRA Credit Allocation Methodology” set forth in the prospectus (the “Prospectus”) that is made part of the Registration Statement and subject to confirmation by the General Partner.
By signing this Agreement, the Investor acknowledges reading and agrees to the provisions set forth in the section captioned “CRA Credit Allocation Methodology” of the Prospectus. The Investor acknowledges that the General Partner provides no guarantee that the Investor will receive CRA credit for its investment in the Series A-1 Preferred Units.
Exchange Agreement
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Exhibit 31.1
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kenneth C. Rogozinski, certify that:
Date: May 5, 2022
By |
/s/ Kenneth C. Rogozinski |
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Kenneth C. Rogozinski |
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Chief Executive Officer |
America First Multifamily Investors, L.P.
Exhibit 31.2
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jesse A. Coury, certify that:
Date: May 5, 2022
By |
/s/ Jesse A. Coury |
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Jesse A. Coury |
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Chief Financial Officer |
America First Multifamily Investors, L.P.
Exhibit 32.1
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Kenneth C. Rogozinski, Chief Executive Officer of America First Multifamily Investors, L.P. (the “Partnership”), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
Date: May 5, 2022
/s/ Kenneth C. Rogozinski |
Kenneth C. Rogozinski |
Chief Executive Officer |
A signed original of this written statement required by Section 906 has been provided to America First Multifamily Investors, L.P. and will be retained by America First Multifamily Investors, L.P. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
I, Jesse A. Coury, Chief Financial Officer of America First Multifamily Investors, L.P. (the “Partnership”), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
Date: May 5, 2022
/s/ Jesse A. Coury |
Jesse A. Coury |
Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to America First Multifamily Investors, L.P. and will be retained by America First Multifamily Investors, L.P. and furnished to the Securities and Exchange Commission or its staff upon request.