UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
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).
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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, 2024, the registrant had
INDEX
PART I – FINANCIAL INFORMATION
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5 |
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5 |
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6 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) |
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7 |
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8 |
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9 |
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10 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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50 |
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79 |
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82 |
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PART II – OTHER INFORMATION |
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83 |
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83 |
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84 |
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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 Greystone Housing Impact Investors LP’s Annual Report on Form 10-K for the year ended December 31, 2023, 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 Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated Variable Interest Entities ("VIE" or "VIEs"). 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.
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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March 31, 2024 |
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December 31, 2023 |
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Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Interest receivable, net |
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Mortgage revenue bonds held in trust, at fair value (Note 4) |
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Mortgage revenue bonds, at fair value (Note 4) |
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Governmental issuer loans |
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Governmental issuer loans held in trust (Note 5) |
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Allowance for credit losses (Note 10) |
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( |
) |
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( |
) |
Governmental issuer loans, net |
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Property loans |
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Property loans (Note 6) |
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Allowance for credit losses (Note 10) |
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( |
) |
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( |
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Property loans, net |
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Investments in unconsolidated entities (Note 7) |
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Real estate assets, net (Note 8) |
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Other assets (Note 9) |
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Total Assets |
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$ |
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$ |
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Liabilities: |
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Accounts payable, accrued expenses and other liabilities (Note 11) |
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$ |
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$ |
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Distribution payable |
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Secured lines of credit (Note 12) |
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Debt financing, net (Note 13) |
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Mortgages payable, net (Note 14) |
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Total Liabilities |
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Commitments and Contingencies (Note 16) |
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Redeemable Preferred Units, $ |
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Partnersʼ Capital: |
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General Partner (Note 1) |
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Beneficial Unit Certificates ("BUCs," Note 1) |
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Total Partnersʼ Capital |
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Total Liabilities and Partnersʼ Capital |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
5
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended March 31, |
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2024 |
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2023 |
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Revenues: |
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Investment income |
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$ |
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$ |
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Other interest income |
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Property revenues |
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- |
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Other income |
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- |
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Total revenues |
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Expenses: |
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Real estate operating (exclusive of items shown below) |
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Provision for credit losses (Note 10) |
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( |
) |
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( |
) |
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Depreciation and amortization |
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Interest expense |
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Net result from derivative transactions (Note 15) |
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( |
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General and administrative |
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Total expenses |
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Other Income: |
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Gain on sale of investments in unconsolidated entities |
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Earnings (losses) from investments in unconsolidated entities |
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( |
) |
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- |
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Income before income taxes |
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Income tax expense (benefit) |
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( |
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Net income |
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Redeemable Preferred Unit distributions and accretion |
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( |
) |
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( |
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Net income available to Partners |
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$ |
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$ |
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Net income available to Partners allocated to: |
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General Partner |
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$ |
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$ |
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Limited Partners - BUCs |
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Limited Partners - Restricted units |
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$ |
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$ |
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BUC holders' interest in net income per BUC, basic and diluted |
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$ |
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* |
$ |
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** |
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Weighted average number of BUCs outstanding, basic |
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* |
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** |
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Weighted average number of BUCs outstanding, diluted |
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* |
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** |
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* On April 30, 2024, the Partnership completed a distribution in the form of additional BUCs at a ratio of
** On July 31, 2023, the Partnership completed a distribution in the form of additional BUCs at a ratio of
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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For the Three Months Ended March 31, |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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Unrealized gains (losses) on securities |
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( |
) |
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Unrealized gains (losses) on bond purchase commitments |
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( |
) |
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Comprehensive income (loss) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
7
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(UNAUDITED)
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General Partner |
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# of BUCs - |
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BUCs |
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Total |
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Accumulated Other |
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Balance as of December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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Distributions paid or accrued ($ |
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Regular distribution |
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( |
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- |
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( |
) |
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( |
) |
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- |
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Distribution of Tier 3 income (Note 22) |
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- |
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- |
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( |
) |
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( |
) |
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- |
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Cash paid in lieu of fractional BUCs |
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- |
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- |
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( |
) |
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( |
) |
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- |
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Net income allocable to Partners |
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- |
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- |
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Sale of BUCs, net of issuance costs |
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- |
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- |
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Restricted units awarded |
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- |
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- |
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- |
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- |
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Rounding of BUCs related to BUCs Distributions |
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- |
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( |
) |
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- |
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- |
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- |
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Restricted unit compensation expense |
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- |
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- |
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Unrealized gains on securities |
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( |
) |
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- |
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( |
) |
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( |
) |
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( |
) |
Unrealized gains on bond purchase commitments |
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( |
) |
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- |
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( |
) |
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( |
) |
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( |
) |
Balance as of March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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* The amounts indicated in the Condensed Consolidated Statements of Partners' Capital have been adjusted to reflect the First Quarter 2024 BUCs Distribution on a retroactive basis.
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General Partner |
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# of BUCs - |
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BUCs |
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Total |
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Accumulated Other |
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Balance as of December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Cumulative effect of accounting change (Note 2) |
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( |
) |
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- |
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( |
) |
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( |
) |
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- |
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Distributions paid or accrued ($ |
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Regular distribution |
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( |
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- |
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( |
) |
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( |
) |
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- |
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Distribution of Tier 2 income (Note 22) |
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( |
) |
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- |
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( |
) |
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( |
) |
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- |
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Cash paid in lieu of fractional BUCs |
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- |
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- |
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( |
) |
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( |
) |
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- |
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Net income allocable to Partners |
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- |
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- |
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Restricted units awarded |
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- |
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- |
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- |
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- |
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Rounding of BUCs related to BUCs Distributions |
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- |
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( |
) |
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- |
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- |
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- |
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Restricted unit compensation expense |
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- |
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- |
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Unrealized gains on securities |
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- |
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Unrealized gains on bond purchase commitments |
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- |
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Balance as of March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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** The amounts indicated in the Condensed Consolidated Statements of Partners' Capital have been adjusted to reflect the BUCs Distributions on a retroactive basis.
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
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For the Three Months Ended March 31, |
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2024 |
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2023 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
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Amortization of deferred financing costs |
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Gain on sale of investments in unconsolidated entities |
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( |
) |
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( |
) |
(Earnings) losses from investments in unconsolidated entities |
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- |
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Provision for credit losses |
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( |
) |
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( |
) |
Recovery of prior credit loss |
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( |
) |
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( |
) |
(Gains) losses on derivative instruments, net of cash paid |
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( |
) |
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Restricted unit compensation expense |
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Bond premium, discount and acquisition fee amortization |
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( |
) |
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( |
) |
Debt premium amortization |
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( |
) |
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( |
) |
Deferred income tax expense (benefit) & income tax payable/receivable |
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( |
) |
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Change in preferred return receivable from unconsolidated entities, net |
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( |
) |
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( |
) |
Changes in operating assets and liabilities |
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(Increase) decrease in interest receivable |
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( |
) |
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(Increase) decrease in other assets |
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( |
) |
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Decrease in accounts payable, accrued expenses and other liabilities |
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( |
) |
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( |
) |
Net cash provided by operating activities |
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Cash flows from investing activities: |
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Advances on mortgage revenue bonds |
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( |
) |
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( |
) |
Advances on taxable mortgage revenue bonds |
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( |
) |
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( |
) |
Advances on governmental issuer loans |
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( |
) |
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( |
) |
Advances on taxable governmental issuer loans |
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- |
|
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|
( |
) |
Advances on property loans |
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( |
) |
|
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( |
) |
Contributions to unconsolidated entities |
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( |
) |
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( |
) |
Capital expenditures |
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- |
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( |
) |
Proceeds from sale of land held for development |
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- |
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Proceeds from sale of investments in unconsolidated entities |
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Principal payments received on mortgage revenue bonds |
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Principal payments received on governmental issuer loans |
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- |
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Principal payments received on taxable mortgage revenue bonds |
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Principal payments received on taxable governmental issuer loans |
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- |
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Principal payments received on property loans |
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Net cash provided by (used in) investing activities |
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( |
) |
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Cash flows from financing activities: |
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Distributions paid |
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( |
) |
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( |
) |
Proceeds from the sale of BUCs |
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|
- |
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Payment of offering costs related to the sale of BUCs |
|
|
( |
) |
|
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- |
|
Proceeds from debt financing |
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Principal payments on debt financing |
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( |
) |
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( |
) |
Principal borrowing on secured lines of credit |
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Principal payments on secured lines of credit |
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( |
) |
|
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( |
) |
Decrease in security deposit liability related to restricted cash |
|
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- |
|
|
|
( |
) |
Proceeds upon issuance of Redeemable Preferred Units |
|
|
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|
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Debt financing and other deferred costs paid |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
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Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
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|
( |
) |
|
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
||
Distributions declared but not paid for BUCs and General Partner |
|
$ |
|
|
$ |
|
||
Distributions declared but not paid for Preferred Units |
|
|
|
|
|
|
||
Exchange of Redeemable Preferred Units |
|
|
|
|
|
|
||
Deferred financing costs financed through accounts payable |
|
|
|
|
|
|
||
Non-cash contribution to unconsolidated entity |
|
|
- |
|
|
|
|
|
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, 2024 |
|
|
March 31, 2023 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of the condensed consolidated financial statements.
9
GREYSTONE HOUSING IMPACT INVESTORS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
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 the “highest and best use” can be determined by management.
The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partnership interests to investors (“BUC holders”). The Partnership has designated
On December 5, 2022, America First Capital Associates Limited Partnership Two (the “General Partner” or “AFCA 2”), in its capacity as the general partner of the Partnership, and Greystone ILP, Inc. (the “Initial Limited Partner”), in its capacity as the initial limited partner of the Partnership, entered into the Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership, which was further amended pursuant to a First Amendment dated as of June 6, 2023 (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 mortgage investments provided that the tax-exempt investments are rated in
AFCA 2 is the sole general partner of the Partnership. Greystone Manager, the general partner of AFCA 2, an affiliate of Greystone & Co. II LLC (collectively with its affiliates, “Greystone”).
All disclosures of the number of rental units for properties related to MRBs, GILs, property loans and MF Properties are unaudited.
2. Summary of Significant Accounting Policies
Consolidation
The “Partnership,” as used herein, includes Greystone Housing Impact Investors LP, its consolidated subsidiaries and consolidated variable interest entities (Note 3). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:
10
The Partnership also consolidates multiple variable interest entities (“VIEs”) in which the Partnership is deemed to be the primary beneficiary.
Use of Estimates and Assumptions in Preparation of Consolidated Financial Statements
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 most significant estimates and assumptions include those used in determining: (i) the fair value of MRBs and taxable MRBs; (ii) investment impairments; and (iii) allowances for credit losses.
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, 2023. These condensed consolidated financial statements and notes have been prepared consistently with the 2023 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, 2024, 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, 2023 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
The Federal Reserve has recently maintained rates at the current levels as it analyzes further employment, price and economic data for indications of inflation declining to its long-term annual inflation target of
11
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.
The recent inflationary environment in the United States may increase operating expenses at properties securing the Partnership’s investments and general operations, which may reduce net operating results of the related properties and result in lower debt service coverage or higher than anticipated capitalized interest requirements for properties under construction. Such occurrences may negatively impact the value of the Partnership’s investments. Increasing general and administrative expenses of the Partnership may adversely affect the Partnership’s operating results, including a reduction in net income.
Furthermore, the potential for an economic recession either globally or locally in the U.S. or other economies could further impact the valuation of our investment assets, limit the Partnership’s ability to obtain additional debt financing from lenders, and limit opportunities for additional investments.
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.
The Partnership declared BUCs Distributions in the form of additional BUCs during the three months ended March 31, 2024 and the year ended December 31, 2023. All fractional BUCs resulting from the BUCs Distributions received cash for such fraction based on the market value of the BUCs on the record date. The BUCs Distributions have been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods indicated in the Partnership’s condensed consolidated financial statements.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. For the year ended December 31, 2023, the Partnership began reporting the realized and unrealized gains (losses) of its derivative transactions within “Net result from derivative transactions” on the Partnership’s consolidated statements of operations. Previously, the realized and unrealized (gains) losses of the Partnership's derivative transactions had been reported within "Interest expense" on the Partnership’s consolidated statement of operations. Accordingly, for the three months ended March 31, 2023, the Partnership has included the realized and unrealized (gains) losses of its derivative transactions within “Net result from derivative transactions” in conformity with the current reporting period presented herein. This reclassification has no effect on the Partnership’s reported “Net income” or “Partners’ capital” in the Partnership’s condensed consolidated financial statements for the periods presented.
Recently Issued Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, which enhances the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 is effective for the Partnership’s annual periods beginning after December 15, 2023 and interim periods with fiscal years beginning after December 15, 2024. The Partnership is currently assessing the impact of the adoption of this pronouncement on the consolidated financial statements.
3. Variable Interest Entities
Consolidated Variable Interest Entities (“VIEs”)
The Partnership has determined the Tender Option Bond ("TOB"), term TOB, TEBS financings, and TEBS Residual Financing 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, TEBS financings, and TEBS Residual Financing 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, TEBS financings, and TEBS Residual Financing on a consolidated basis. The Partnership reports the senior securities related to the TOB, term TOB, TEBS financings, and TEBS Residual Financing as secured debt financings on the Partnership's condensed consolidated balance sheets (Note 13). The investment assets securing the TOB, term TOB, TEBS financings, and TEBS Residual Financing are reported as assets on the Partnership's condensed consolidated balance sheets (Notes 4, 5, 6 and 9).
12
The Partnership has determined its investment in Vantage at San Marcos is a VIE and 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 became effective beginning in 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 14), and current liabilities associated with the construction costs of a market-rate multifamily property (Note 11). If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the VIE may be deconsolidated.
Non-Consolidated VIEs
The Partnership has variable interests in various VIEs in the form of MRBs, taxable MRBs, GILs, taxable GILs, 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
|
|
Maximum Exposure to Loss of |
|
|||||
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Mortgage revenue bonds |
|
$ |
|
|
$ |
|
||
Taxable mortgage revenue bonds |
|
|
|
|
|
|
||
Governmental issuer loans |
|
|
|
|
|
|
||
Taxable governmental issuer loans |
|
|
|
|
|
|
||
Property loans |
|
|
|
|
|
|
||
Investments in unconsolidated entities |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the MRBs and taxable MRBs as of March 31, 2024 is equal to the Partnership’s cost adjusted for paydowns. The difference between the MRB 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. The Partnership has future MRB and taxable MRB funding commitments related to non-consolidated VIEs totaling $
The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with GILs, taxable GILs, property loans and investments in unconsolidated entities as of March 31, 2024 is equal to the Partnership’s carrying value. The Partnership has future GIL, taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $
4. Mortgage Revenue Bonds
The Partnership’s MRBs provide construction and/or permanent financing for income-producing multifamily rental, seniors housing and skilled nursing properties. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note 13). The MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis.
13
|
|
March 31, 2024 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds Held in Trust |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
The Safford (5) |
|
AZ |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
40rty on Colony - Series P (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
CCBA Senior Garden Apartments (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Courtyard - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Glenview Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Court Bakersfield - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Terrace - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harden Ranch - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Las Palmas II - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Lutheran Gardens (6), (7) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Montclair Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montecito at Williams Ranch Apartments - Series A (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montevista - Series A (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Ocotillo Springs - Series A (5), (7) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Ocotillo Springs - Series A-1 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-1 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-2 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-3 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-1 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-2 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-3 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-5 (5) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at the Mayer - Series A (5) |
|
CA |
|
|
|
|
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- |
|
|
|
- |
|
|
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|
||
Residency at the Mayer - Series M (5) |
|
CA |
|
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- |
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|
- |
|
|
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|
||
San Vicente - Series A (3) |
|
CA |
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- |
|
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|
|||
Santa Fe Apartments - Series A (2) |
|
CA |
|
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- |
|
|
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|
|||
Seasons at Simi Valley - Series A (3) |
|
CA |
|
|
|
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- |
|
|
|
|
|||
Seasons Lakewood - Series A (3) |
|
CA |
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- |
|
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|
|||
Seasons San Juan Capistrano - Series A (3) |
|
CA |
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- |
|
|
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|
|||
Solano Vista - Series A (5) |
|
CA |
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- |
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|
|||
Summerhill - Series A (3) |
|
CA |
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- |
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|
|||
Sycamore Walk - Series A (3) |
|
CA |
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- |
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|
|||
The Village at Madera - Series A (3) |
|
CA |
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- |
|
|
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|
|||
Tyler Park Townhomes - Series A (1) |
|
CA |
|
|
|
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- |
|
|
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|
|||
Village at Hanford Square - Series H (5) |
|
CA |
|
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|
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- |
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|
|||
Vineyard Gardens - Series A (5) |
|
CA |
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- |
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|
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|
|||
Westside Village Market - Series A (1) |
|
CA |
|
|
|
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- |
|
|
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|
|||
Handsel Morgan Village Apartments (5) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
MaryAlice Circle Apartments (5) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Copper Gate Apartments (1) |
|
IN |
|
|
|
|
|
- |
|
|
|
- |
|
|
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|
||
Renaissance - Series A (2) |
|
LA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Live 929 Apartments - Series 2022A (5) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Meadow Valley (5), (9) |
|
MI |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Jackson Manor Apartments (5), (8) |
|
MS |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village Point (6), (8) |
|
NJ |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Silver Moon - Series A (2) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Avalon (4) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Columbia Gardens (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Companion at Thornhill Apartments (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Ivy Apartments (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Palms at Premier Park Apartments (1) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Sondrio - Series 2022A (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Vietti - Series 2022A (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at River's Edge (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Willow Run (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Windsor Shores Apartments - Series A (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Arbors at Hickory Ridge (1) |
|
TN |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Copperfield - Series A (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wilcrest - Series A (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wood Hollow - Series A (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Hills - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Bruton Apartments (3) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Concord at Gulfgate - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Little York - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Williamcrest - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Crossing at 1415 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Decatur Angle (3) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Esperanza at Palo Alto (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heights at 515 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heritage Square - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Oaks at Georgetown - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Southpark (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
15 West Apartments (3) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds held in trust |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
14
|
|
March 31, 2024 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds held by the Partnership |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Brookstone |
|
IL |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Provision Center 2014-1 |
|
TN |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Avistar at the Crest - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Runnymede |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Mortgage revenue bonds |
|
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
15
|
|
December 31, 2023 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds Held in Trust |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
The Safford (5) |
|
AZ |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
40rty on Colony - Series P (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Courtyard - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Glenview Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Court Bakersfield - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Terrace - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harden Ranch - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Las Palmas II - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Lutheran Gardens (6), (7) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Montclair Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montecito at Williams Ranch Apartments - Series A (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montevista - Series A (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-1 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-2 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-3 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-1 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-2 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-3 (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Mayer - Series A (5) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
San Vicente - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Santa Fe Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons at Simi Valley - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons Lakewood - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons San Juan Capistrano - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Summerhill - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Sycamore Walk - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Village at Madera - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Tyler Park Townhomes - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Hanford Square - Series H (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Vineyard Gardens - Series A (5) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Westside Village Market - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
MaryAlice Circle Apartments (5) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Copper Gate Apartments (1), (7) |
|
IN |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Renaissance - Series A (2) |
|
LA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Live 929 Apartments - Series 2022A (5) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Meadow Valley (5), (8) |
|
MI |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Jackson Manor Apartments (5) |
|
MS |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village Point (6) |
|
NJ |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Silver Moon - Series A (2) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Avalon (4) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Columbia Gardens (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Companion at Thornhill Apartments (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Ivy Apartments (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Palms at Premier Park Apartments (1) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Sondrio - Series 2022A (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Vietti - Series 2022A (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at River's Edge (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Willow Run (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Windsor Shores Apartments - Series A (5) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Arbors at Hickory Ridge (1) |
|
TN |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Copperfield - Series A (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wilcrest - Series A (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wood Hollow - Series A (5) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Hills - Series A (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Bruton Apartments (3), (7) |
|
TX |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Concord at Gulfgate - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Little York - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Williamcrest - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Crossing at 1415 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Decatur Angle (3), (7) |
|
TX |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Esperanza at Palo Alto (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heights at 515 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heritage Square - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Oaks at Georgetown - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
15 West Apartments (3) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds held in trust |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
16
|
|
December 31, 2023 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds held by the Partnership |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
CCBA Senior Garden Apartments |
|
CA |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Ocotillo Springs - Series A (1) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Ocotillo Springs - Series A-1 |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-5 |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Solano Vista - Series A |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Handsel Morgan Village Apartments |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Brookstone |
|
IL |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Provision Center 2014-1 |
|
TN |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Avistar at the Crest - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Runnymede (2) |
|
TX |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Southpark |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
The Partnership has accrued interest receivable related to its MRBs of $
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, 2024. See Note 16 for additional information regarding the Partnership’s MRB funding commitments.
See Note 20 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.
See Note 10 for information regarding the Partnership’s allowance for credit losses.
Activity in the First Three Months of 2024
Acquisitions:
The following MRB was acquired at a price that approximated the principal outstanding plus accrued interest during the three months ended March 31, 2024:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
Initial Principal Funding |
|
||
Residency at the Mayer - Series M (1) |
|
|
Hollywood, CA |
|
|
|
|
|
SOFR + |
(2) |
$ |
|
||||
Activity in the First Three Months of 2023
Acquisitions:
17
The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the three months ended March 31, 2023:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
|
Initial Principal Funded |
|
|||
Windsor Shores Apartments - Series A |
|
|
Columbia, SC |
|
|
|
|
|
|
% |
|
$ |
|
|||||
The Ivy Apartments |
|
|
Greenville, SC |
|
|
|
|
|
|
% |
|
|
|
|||||
Residency at the Entrepreneur - Series J-5 (1) |
|
|
Los Angeles, CA |
|
|
|
|
|
SOFR + |
|
(2) |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
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, 2023:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Greens Property - Series A |
|
|
Durham, NC |
|
|
|
|
|
|
% |
|
$ |
|
|||||
Greens Property - Series B |
|
|
Durham, NC |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
5. Governmental Issuer Loans
The Partnership invests in 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 state 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 owned by the Partnership (Notes 6 and 9). 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.
All GILs were held in trust in connection with TOB trust financings as of March 31, 2024 and December 31, 2023 (Note 13). At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met.
18
The Partnership had the following GIL investments as of March 31, 2024 and December 31, 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2024 |
|
||||
Property Name |
|
Month |
|
Property |
|
Units |
|
|
Maturity |
|
Interest Rate (2) |
|
Current Interest |
|
Amortized |
|
||
Legacy Commons at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Osprey Village (3) |
|
|
Kissimmee, FL |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments (3) |
|
|
McDonough, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments Supplemental |
|
|
McDonough, GA |
|
n/a |
|
|
|
SOFR + |
|
|
|
|
|||||
Magnolia Heights (3) |
|
|
Covington, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Poppy Grove I (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove II (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Sandy Creek Apartments (3) |
|
|
Bryan, TX |
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||
19
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2023 |
|
||||
Property Name |
|
Month |
|
Property |
|
Units |
|
|
Maturity |
|
Interest |
|
Current Interest |
|
Amortized |
|
||
Legacy Commons at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
$ |
|
||||||
Hope on Avalon |
|
|
Los Angeles, CA |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Osprey Village (3) |
|
|
Kissimmee, FL |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments (3) |
|
|
McDonough, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments Supplemental |
|
|
McDonough, GA |
|
n/a |
|
|
|
SOFR + |
|
|
|
|
|||||
Magnolia Heights (3) |
|
|
Covington, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Poppy Grove I (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove II (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Sandy Creek Apartments (3) |
|
|
Bryan, TX |
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||
The Partnership has accrued interest receivable related to its GILs of $
The Partnership has remaining commitments to provide additional funding of certain GILs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2024. See Note 16 for further information regarding the Partnership’s remaining GIL funding commitments.
See Note 10 for information regarding the Partnership’s allowance for credit losses.
Activity in the First Three Months of 2024
During the three months ended March 31, 2024, the following GIL was purchased by Freddie Mac through a servicer and all principal and accrued interest amounts due were paid in full:
Property Name |
|
Month |
|
Principal Proceeds |
|
|
Hope on Avalon |
|
|
$ |
|
||
In February 2024, the Partnership recognized a fee of approximately $
20
6. Property Loans
The following tables summarize the Partnership’s property loans, net of asset-specific allowances for credit losses, as of March 31, 2024 and December 31, 2023:
|
|
March 31, 2024 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Asset-Specific Allowance for Credit Losses |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Magnolia Heights |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
SOFR + |
|
|||
Sandy Creek Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mezzanine Financing (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The 50/50 MF Property |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Avistar (February 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Avistar (June 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Live 929 Apartments |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
||
21
|
|
December 31, 2023 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Asset-Specific Allowance for Credit Losses |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Legacy Commons at Signal Hills |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
SOFR + |
|
|||
Magnolia Heights |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Osprey Village |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Osprey Village Supplemental |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Sandy Creek Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Willow Place Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Willow Place Apartments Supplemental |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mezzanine Financing (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The 50/50 MF Property |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Avistar (February 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Avistar (June 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Live 929 Apartments |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
||
The Partnership has accrued interest receivable related to its property loans of $
The Partnership has remaining commitments to provide additional funding of certain property loans on a draw-down basis during construction of the secured properties as of March 31, 2024. See Note 16 for further information regarding the Partnership’s remaining property loan funding commitments.
See Note 10 for information regarding the Partnership’s allowance for credit losses related to its property loans.
22
Activity in the First Three Months of 2024
The following property loan principal payments were received during the three months ended March 31, 2024:
Property Name |
|
Month |
|
Principal Proceeds |
|
|
Legacy Commons at Signal Hills |
|
|
$ |
|
||
Osprey Village |
|
|
|
|
||
Osprey Village Supplemental |
|
|
|
|
||
Willow Place Apartments |
|
|
|
|
||
Willow Place Apartments Supplemental |
|
|
|
|
||
SoLa Impact Opportunity Zone Fund |
|
|
|
|
||
|
|
|
|
$ |
|
|
Activity in the First Three Months of 2023
The following property loan principal payments were received during the three months ended March 31, 2023:
Property Name |
|
Month |
|
Principal |
|
|
Greens Property |
|
|
$ |
|
||
Scharbauer Flats |
|
|
|
|
||
Centennial Crossings |
|
|
|
|
||
|
|
|
|
$ |
|
|
Concurrent with the redemption of the Greens Property loan, the Partnership received cash as payment for accrued interest of approximately $
7. Investments in Unconsolidated Entities
The Partnership has non-controlling investments in unconsolidated entities. The Partnership applies the equity method of accounting by initially recording these investments at cost, subsequently adjusted for accrued preferred returns, the Partnership’s share of earnings (losses) of the unconsolidated entities, cash contributions, and distributions. The carrying value of the equity investments represents the Partnership’s maximum exposure to loss. The Partnership is entitled to a preferred return on invested capital in each unconsolidated entity. The Partnership’s preferred return is reported as “Investment income” on the Partnership’s condensed consolidated statements of operations.
An affiliate of the Vantage unconsolidated entities guarantees a preferred return on the Partnership’s invested capital through a date approximately five years after commencement of construction in connection with the Vantage investments.
23
The following table provides the details of the investments in unconsolidated entities as of March 31, 2024 and December 31, 2023:
Property Name |
|
Location |
|
Units |
|
|
Construction Commencement Date |
|
Construction Completion Date |
|
Carrying Value as of March 31, 2024 |
|
|
Carrying Value as of December 31, 2023 |
|
|||
Current Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Tomball |
|
Tomball, TX |
|
|
|
|
|
|
$ |
|
|
|
|
|||||
Vantage at Hutto |
|
Hutto, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Loveland |
|
Loveland, CO |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Vantage at Helotes |
|
Helotes, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Fair Oaks |
|
Boerne, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at McKinney Falls |
|
McKinney Falls, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Freestone Greeley |
|
Greeley, CO |
|
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Freestone Cresta Bella |
|
San Antonio, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Valage Senior Living Carson Valley |
|
Minden, NV |
|
|
|
(1) |
|
N/A |
|
|
|
|
|
|
||||
The Jessam at Hays Farm |
|
Huntsville, AL |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Freestone Greenville |
|
Greenville, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Freestone Ladera |
|
Ladera, TX |
|
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of March 31, 2024. See Note 16 for further details regarding the Partnership’s remaining funding commitments.
Activity in the First Three Months of 2024
Sales Activity:
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2024:
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain (loss) |
|
||||
Vantage at Coventry |
|
Omaha, NE |
|
|
|
|
(1) |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
During the first three months of 2024, the Partnership advanced funds beyond its original commitments to four Vantage unconsolidated entities totaling $
Activity in the First Three Months of 2023
Sales Activity:
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2023:
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain on Sale |
|
||||
Vantage at Stone Creek |
|
Omaha, NE |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Vantage at Coventry |
|
Omaha, NE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Murfreesboro |
|
Murfreesboro, TN |
|
|
|
|
(1) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
New Equity Commitments:
In February 2023, the Partnership executed an $
24
Summarized Unconsolidated Entity Level Financial Data
The following table provides summary combined financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three months ended March 31, 2024 and 2023:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Property revenues |
|
$ |
|
|
$ |
|
||
Gain on sale of property |
|
$ |
- |
|
|
$ |
|
|
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
8. Real Estate Assets
The following tables summarize information regarding the Partnership’s real estate assets as of March 31, 2024 and December 31, 2023:
Real Estate Assets as of March 31, 2024 |
|
|||||||||||||||
Property Name |
|
Location |
|
Number of |
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
|||
Vantage at San Marcos |
|
San Marcos, TX |
|
(1) |
|
|
|
|
|
|
|
|
|
|||
Land held for development |
|
|
|
(2) |
|
|
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
||
Real estate assets, net |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Real Estate Assets as of December 31, 2023 |
|
|||||||||||||||
Property Name |
|
Location |
|
Number of |
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
|||
Vantage at San Marcos |
|
San Marcos, TX |
|
(1) |
|
|
|
|
|
|
|
|
|
|||
Land held for development |
|
|
|
(2) |
|
|
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
||
Real estate assets, net |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
In January 2023, the Partnership sold the land held for development in Omaha, NE and received proceeds of $
In December 2023, the Partnership sold the Suites on Paseo MF Property. Net income related to the Suites on Paseo MF Property for the three months ended March 31, 2024, and 2023 was as follows:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net income |
|
$ |
- |
|
|
$ |
|
|
25
9. Other Assets
The following table summarizes the Partnership’s other assets as of March 31, 2024 and December 31, 2023:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Deferred financing costs, net |
|
$ |
|
|
$ |
|
||
Derivative instruments at fair value (Note 15) |
|
|
|
|
|
|
||
Taxable mortgage revenue bonds, at fair value |
|
|
|
|
|
|
||
Taxable governmental issuer loans: |
|
|
|
|
|
|
||
Taxable governmental issuer loans |
|
|
|
|
|
|
||
Allowance for credit losses (Note 10) |
|
|
( |
) |
|
|
( |
) |
Taxable governmental issuer loans, net |
|
|
|
|
|
|
||
Bond purchase commitment, at fair value (Note 16) |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
The Partnership has remaining commitments to provide additional funding of the taxable MRBs and taxable GILs during construction and/or rehabilitation of the secured properties as of March 31, 2024. See Note 16 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.
See Note 10 for information regarding the Partnership’s allowance for credit losses related to its taxable GILs.
See Note 20 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 “Interest expense” in the Partnership’s condensed consolidated statements of operations. Unrealized gains and 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, 2024, nine taxable MRBs and three taxable GILs with a reported value totaling $
Activity in the First Three Months of 2024
The following taxable MRB and taxable GIL principal payments were received during the three months ended March 31, 2024:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
Original |
|
Interest Rate |
|
Principal |
|
|
Taxable MRBs |
|
|
|
|
|
|
|
|
|
|
|
|||
Residency at the Mayer Series A-T (1) |
|
|
|
|
|
SOFR + |
(2) |
$ |
|
|||||
Taxable GILs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hope on Avalon |
|
|
|
|
|
SOFR + |
|
$ |
|
|||||
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Activity in the First Three Months of 2023
The following table includes details of the taxable MRB acquired during the three months ended March 31, 2023:
Property Name |
|
Date Committed |
|
Maturity Date |
|
Initial Principal Funding |
|
|
Total Commitment |
|
||
Windsor Shores Apartments - Series B |
|
|
|
$ |
|
|
$ |
|
||||
10. Allowance for Credit Losses
Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments
26
The Partnership considers key credit quality indicators when estimating expected credit losses for assets recorded at amortized cost. Such assets primarily finance the construction or rehabilitation of affordable multifamily properties. The GILs are primarily repaid through a conversion to permanent financing pursuant to a forward commitment from Freddie Mac dependent on completion of construction and various other conditions that each property must meet. The property loans related to GILs are primarily to be repaid from future equity contributions by investors and other forward financing commitments provided by various parties. If Freddie Mac is not required to purchase the GIL and payment of the property loans from available sources is not made, the GIL and associated property loan will have defaulted, and the Partnership has the right to foreclose on the underlying property, the associated low income housing tax credits, and enforce the guaranty provisions against affiliates of the individual property borrower. Accordingly, the Partnership’s key credit quality indicators include, but are not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The property loans secured by other multifamily properties are repaid through property operations or future sales proceeds.
The following table summarizes the changes in the Partnership’s allowance for credit losses for the three months ended March 31, 2024 and 2023:
|
|
For the Three Months Ended March 31, 2024 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Current provision for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
For the Three Months ended March 31, 2023 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|||||
Cumulative-effect adjustment upon adoption |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Current provision for expected credit losses |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
At adoption, on January 1, 2023, the Partnership recorded an allowance for credit losses of approximately $
The Partnership recorded a recovery of provision for credit losses of approximately $
Risk Ratings
The Partnership evaluates all GILs, taxable GILs and property loans on a quarterly basis and assigns a risk rating based upon management’s assessment of the borrower’s ability to pay debt service and the likelihood of repayment through the GIL’s conversion to Freddie Mac financing and the property loan’s payment from future equity contribution commitments. The assessment is subjective and based on multiple factors, including but not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The credit risk analysis and rating assignment is performed quarterly in conjunction with the Partnership’s assessment of its allowance for credit losses. The Partnership uses the following definitions for its risk ratings:
27
The following tables summarize the Partnership’s carrying value by acquisition year, grouped by risk rating as of March 31, 2024 and December 31, 2023:
|
|
March 31, 2024 |
|
|||||||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
Prior |
|
|
Total |
|
|||||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||||
28
|
|
December 31, 2023 |
|
|||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
Prior |
|
|
Total |
|
|||||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
|
|
$ |
|
|||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
|
|
|
- |
|
|
|
|
||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs and property loans for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an asset-specific allowance for credit loss will be recognized or the outstanding balance will be written off. There are no GILs, taxable GILs, or property loans that are currently past due on contractual debt service payments and the Partnership considered all GILs, taxable GILs and property loans to be performing as of March 31, 2024, except as noted below. The Partnership currently has
During the three months ended March 31, 2024 and 2023, the interest to be earned on the Live 929 Apartments property loan was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of the property loan determined the collection of the interest accrued was not probable and the loan is considered to be nonperforming. The Live 929 Apartments property loan has outstanding principal of approximately $
In December 2022, the Partnership received a property loan in exchange for the sale of its
29
Available-for-Sale Debt Securities
The Partnership records impairments for MRBs and taxable MRBs through allowance for credit losses for the portion of the difference between the estimated fair value and amortized cost that is related to expected credit losses.
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Balance, beginning of period |
|
$ |
|
|
$ |
|
||
Recovery of prior credit loss (1) |
|
|
( |
) |
|
|
( |
) |
Balance, end of period (2) |
|
$ |
|
|
$ |
|
||
11. 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, 2024 and December 31, 2023:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Accrued interest expense |
|
|
|
|
|
|
||
Deferred gain on sale of MF Property |
|
|
|
|
|
|
||
Reserve for credit losses on unfunded commitments (Note 10) |
|
|
|
|
|
|
||
Derivative instruments at fair value (Note 15) |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total accounts payable, accrued expenses and other liabilities |
|
$ |
|
|
$ |
|
||
12. Secured Lines of Credit
The following tables summarize the Partnership’s secured lines of credit ("LOC" or "LOCs") as of March 31, 2024 and December 31, 2023:
Secured Lines of Credit |
|
Outstanding as of March 31, 2024 |
|
|
Total Commitment |
|
|
Commitment Maturity |
|
Variable / |
|
Reset |
|
Period End |
|
|||
BankUnited General LOC |
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
Bankers Trust Acquisition LOC |
|
|
- |
|
|
|
|
|
|
|
|
|
% |
|||||
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||
Secured Lines of Credit |
|
Outstanding as of December 31, 2023 |
|
|
Total Commitment |
|
|
Commitment Maturity |
|
Variable / |
|
Reset |
|
Period End |
|
|||
BankUnited General LOC |
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
Bankers Trust Acquisition LOC |
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||
30
General LOC
The Partnership has entered into a secured Credit Agreement (“Secured Credit Agreement”) of up to $
The General LOC is currently secured by first priority security interests in the Partnership’s investments in unconsolidated entities. 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, 2024. No fees were paid to Greystone Select related to the deficiency guaranty agreement.
Acquisition LOC
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 $
31
13. Debt Financing
The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of March 31, 2024 and December 31, 2023:
|
|
Outstanding Debt Financings |
|
|
Restricted |
|
|
Stated |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities (1) |
|
Remarketing Senior |
|
Facility Fees |
|
Period End |
|
||
TEBS Financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
M31 TEBS |
(3) |
$ |
|
|
$ |
|
|
|
Variable |
|
|
|
|
|
|||||||
M33 TEBS |
|
|
|
|
|
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
M45 TEBS |
|
|
|
|
|
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TEBS Residual Financing |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mizuho Capital Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Jackson Manor Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Southpark MRB |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
SoLa Impact Opportunity Zone Fund |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Montevista - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Montecito at Williams Ranch - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Vineyard Gardens - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Sondrio - Series 2022A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Vietti - Series 2022A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Copperfield - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wilcrest - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Entrepreneur MRBs |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Legacy Commons at Signal Hills GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Osprey Village GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Mayer Taxable MRB |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at Empire MRBs |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Ivy Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Windsor Shores Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Village at Hanford Square |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
MaryAlice Circle Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Meadow Valley |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
40rty on Colony |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Sandy Creek Apartments GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Mayer - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Safford |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wood Hollow - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Live 929 |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Trust 2024-XF3219 |
(5) |
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Barclays Capital Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Trust 2021-XF2953 |
(6) |
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove I GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove II GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove III GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Village Point |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Term TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Morgan Stanley: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Village at Avalon |
|
$ |
|
|
|
- |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Debt Financings |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
32
|
|
Outstanding Debt Financings |
|
|
Restricted |
|
|
Stated |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities (1) |
|
Remarketing Senior |
|
Facility Fees |
|
Period End |
|
||
TEBS Financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
M31 TEBS |
(3) |
$ |
|
|
$ |
|
|
|
Variable |
|
|
|
|
|
|||||||
M33 TEBS |
|
|
|
|
|
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
M45 TEBS |
|
|
|
|
|
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TEBS Residual Financing |
|
$ |
|
|
$ |
- |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mizuho Capital Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Hope on Avalon GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Jackson Manor Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Trust 2021-XF2926 |
(5) |
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
SoLa Impact Opportunity Zone Fund |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Montevista - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Montecito at Williams Ranch - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Vineyard Gardens - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Sondrio - Series 2022A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Vietti - Series 2022A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Copperfield - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wilcrest - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Entrepreneur MRBs |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Legacy Commons at Signal Hills GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Osprey Village GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Trust 2021-XF2939 |
(6) |
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at Empire MRBs |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Ivy Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Windsor Shores Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Village at Hanford Square |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
MaryAlice Circle Apartments |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Meadow Valley |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
40rty on Colony |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Sandy Creek Apartments GIL |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Mayer - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Safford |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wood Hollow - Series A |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Live 929 |
|
|
|
|
(4) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Barclays Capital Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Trust 2021-XF2953 |
(7) |
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove I GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove II GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove III GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Village Point |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Term TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Morgan Stanley: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Village at Avalon |
|
$ |
|
|
|
- |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Debt Financings |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
33
The TOB, term TOB, TEBS financing, and TEBS Residual Financing are consolidated VIEs of the Partnership (Note 3). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB, TEBS financings, and TEBS Residual Financing on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, term TOB, TEBS financings, and TEBS Residual Financing in Notes 4, 5, 6 and 9, respectively.
As the residual interest holder in the TOB, term TOB, and TEBS financing, 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 shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.
As the residual interest holder in the TEBS Residual Financing, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.
The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trusts with Mizuho and Barclays are subject to respective ISDA master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests must maintain a certain value in relation to the total assets in each TOB trust. The Mizuho and Barclays master agreements also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). In addition, both Mizuho and Barclays master agreements specify that default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the master agreement. 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, 2024.
The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreements with Mizuho and Barclays related to the TOB Trusts. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Mizuho and Barclays at the initiation of each transaction. The Partnership had posted approximately $
As of March 31, 2024 and December 31, 2023, the Partnership posted restricted cash as contractually required under the terms of the three 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 15).
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
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.
34
Activity in the First Three Months of 2024
New Debt Financings:
The following is a summary of the new TOB trust financings that were entered into during the three months ended March 31, 2024:
TOB Trust Securitization |
|
Initial TOB |
|
|
Stated Maturity |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities |
|
Facility Fees |
|
Southpark MRB |
|
$ |
|
|
|
|
|
|||||
Trust 2024-XF3219 |
|
|
|
|
|
|
|
|||||
Total TOB Trust Financings |
|
$ |
|
|
|
|
|
|
|
|
|
|
In March 2024, the Partnership deposited the Residency at the Mayer Series M MRB into the existing TOB Trust 2022-XF3059 and received additional debt financing proceeds of approximately $
Redemptions:
The following is a summary of the debt financing principal payments made in connection with the redemption of underlying assets during the three months ended March 31, 2024:
Debt Financing |
|
Debt Facility |
|
Month |
|
Paydown Applied |
|
|
Hope on Avalon GIL |
|
TOB Trust |
|
|
$ |
|
||
Trust 2021-XF2926 - Hope on Avalon taxable GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2939 - Osprey Village property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2939 - Osprey Village Supplemental property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Willow Place property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2926 - Legacy Commons at Signal Hills property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2939 - Residency at the Mayer Series A-T |
|
TOB Trust |
|
|
|
|
||
SoLa Impact Opportunity Zone Fund |
|
TOB Trust |
|
|
|
|
||
|
|
|
|
|
|
$ |
|
|
Refinancing Activity:
The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to January 2025. There were no additional changes to terms or fees associated with the extensions.
Activity in the First Three Months of 2023
New Debt Financings:
The following is a summary of the new TOB trust financings that were entered into during the three months ended March 31, 2023:
TOB Trusts Securitization |
|
Initial TOB |
|
|
Stated Maturity |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities |
|
Facility Fees |
|
Residency at Empire MRB |
|
$ |
|
|
|
|
|
|||||
Windsor Shores MRB |
|
|
|
|
|
|
|
|||||
SoLa Impact Opportunity Zone Fund |
|
|
|
|
|
|
|
|||||
The Ivy Apartments MRB |
|
|
|
|
|
|
|
|||||
Total TOB Trust Financings |
|
$ |
|
|
|
|
|
|
|
|
|
|
35
Redemptions:
The following is a summary of the debt trust financing repaid in connection with the redemption of the underlying asset during the three months ended March 31, 2023:
Debt Financing |
|
Debt Facility |
|
Month |
|
Paydown Applied |
|
|
Greens of Pine Glen |
|
M31 TEBS |
|
|
$ |
|
||
Future Maturities
The Partnership’s contractual maturities of borrowings as of March 31, 2024 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:
Remainder of 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
|
|
|
Unamortized deferred financing costs and debt premium |
|
|
( |
) |
Total debt financing, net |
|
$ |
|
14. Mortgages Payable
The following is a summary of the Partnership's mortgage payable, net of deferred financing costs, as of March 31, 2024 and December 31, 2023:
Property Mortgage Payables |
|
Outstanding Mortgage |
|
|
Outstanding Mortgage |
|
|
Year |
|
Stated Maturity |
|
Variable |
|
Period End |
|
|
|||
Vantage at San Marcos--Mortgage (1) |
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
|
||||||
15. Derivative Instruments
The Partnership’s derivative instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations, with gains reported as a reduction to expenses.
|
|
For the Three Months ended March 31, 2024 |
|
|||||||||
|
|
Realized (gains) losses on derivatives, net |
|
|
Unrealized (gains) losses on derivatives, net |
|
|
Net result from derivative transactions |
|
|||
Interest rate swaps |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest rate cap |
|
|
- |
|
|
|
|
|
|
|
||
Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
For the Three Months ended March 31, 2023 |
|
|||||||||
|
|
Realized (gains) losses on derivatives, net |
|
|
Unrealized (gains) losses on derivatives, net |
|
|
Net result from derivative transactions |
|
|||
Interest rate swaps |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
Interest rate cap |
|
|
|
|
|
|
|
|
|
|||
Total return swaps |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Total |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||
36
The value of the Partnership’ interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s respective ISDA master agreements (Note 13). See Note 20 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative instruments are presented within “Other assets” and “Accounts payable, accrued expenses and other liabilities” in the Partnership's condensed consolidated balance sheets.
The Partnership has entered into multiple interest rate swap agreements with large financial institutions to mitigate interest rate risk associated with variable rate TOB trust financings (Note 13). No fees were paid to the counterparties upon closing of the interest rate swaps. The Partnership has entered into an interest rate cap agreement to mitigate our exposure to interest rate risk associated with a variable-rate debt financing facility.
The following tables summarize the Partnership’s derivative instruments as of March 31, 2024 and December 31, 2023:
|
|
|
|
|
Fair Value as of |
|
|
|
|
|||||||
Contract Type |
|
Notional Amount |
|
|
Asset |
|
|
Liability |
|
|
Weighted Average |
|
||||
Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
SOFR |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
Cap |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
|
|
|
|
|
Fair Value as of |
|
|
|
|
|||||||
Contract Type |
|
Notional Amount |
|
|
Asset |
|
|
Liability |
|
|
Weighted Average |
|
||||
Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
SOFR |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
Cap |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
The following table summarizes the average notional amount and weighted average fixed rate by year for our interest rate swaps as of March 31, 2024:
Year |
|
Average Notional |
|
|
Weighted Average |
|
||
Remainder of 2024 |
|
$ |
|
|
|
% |
||
2025 |
|
|
|
|
|
% |
||
2026 |
|
|
|
|
|
% |
||
2027 |
|
|
|
|
|
% |
||
2028 |
|
|
|
|
|
% |
||
2029 |
|
|
|
|
|
% |
||
2030 |
|
|
|
|
|
% |
||
16. 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
37
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).
Bond Purchase Commitments |
|
Commitment Date |
|
Maximum |
|
|
Interest |
|
|
Estimated Closing |
|
Fair Value as of |
|
|
Fair Value as of |
|
||||
Anaheim & Walnut |
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
||||||
38
Investment Commitments
The Partnership has remaining contractual 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. See Note 10 for additional information on the allowance for credit losses on such commitments. The Partnership also has outstanding contractual commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership’s total and remaining commitments as of March 31, 2024:
Property Name |
|
Commitment Date |
|
Maturity Date |
|
Interest Rate (1) |
|
Total Initial Commitment |
|
|
Remaining Commitment |
|
||
Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
||||
Meadow Valley |
|
|
|
|
$ |
|
|
$ |
|
|||||
Residency at the Entrepreneur- Series J-3 |
|
|
|
|
|
|
|
|
|
|||||
Residency at the Entrepreneur- Series J-4 |
|
|
|
SOFR + |
|
|
|
|
|
|
||||
Residency at the Entrepreneur- Series J-5 |
|
|
|
SOFR + |
|
|
|
|
|
|
||||
Residency at Empire - Series BB-3 |
|
|
|
|
|
|
|
|
|
|||||
Residency at Empire - Series BB-4 |
|
|
|
|
|
|
|
|
|
|||||
The Safford |
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Taxable Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
||||
Residency at the Entrepreneur Series J-T |
|
|
|
SOFR + |
|
$ |
|
|
$ |
|
||||
Residency at Empire - Series BB-T |
|
|
|
|
|
|
|
|
|
|||||
Village at Hanford Square - Series H-T |
|
|
|
|
|
|
|
|
|
|||||
40rty on Colony - Series P-T |
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
||||
Poppy Grove I |
|
|
|
|
|
|
|
|
|
|||||
Poppy Grove II |
|
|
|
|
|
|
|
|
|
|||||
Poppy Grove III |
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
||||
Poppy Grove I |
|
|
|
|
$ |
|
|
$ |
|
|||||
Poppy Grove II |
|
|
|
|
|
|
|
|
|
|||||
Poppy Grove III |
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
||
Sandy Creek Apartments |
|
|
|
|
$ |
|
|
$ |
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||
Vantage at San Marcos (7), (8) |
|
|
N/A |
|
N/A |
|
$ |
|
|
$ |
|
|||
Vantage at Loveland (9) |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Freestone Greeley (8) |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
The Jessam at Hays Farm |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Freestone Greenville |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Freestone Ladera (8) |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bond Purchase Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||
Anaheim & Walnut |
|
|
|
|
$ |
|
|
$ |
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Commitments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||
39
Other Guaranties 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
Limited Partnership(s) |
|
End of Guaranty Period |
|
Partnership's Maximum Exposure |
|
|
|
Ohio Properties |
|
|
$ |
|
|
||
Greens of Pine Glen, LP |
|
|
|
|
|
||
In December 2022, the Partnership sold
Borrower |
|
End of Guaranty Period |
|
Partnership's Maximum Exposure |
|
|
The 50/50 MF Property--TIF Loan |
|
|
$ |
|
||
The 50/50 MF Property--Mortgage |
|
|
|
|
||
17. 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 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. If declared by the General Partner, distributions to the holders of Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units, are paid quarterly at annual fixed rates of
The following table summarizes the Partnership’s outstanding Preferred Units as of March 31, 2024 and December 31, 2023:
|
|
March 31, 2024 |
||||||||||||||||
Month Issued |
|
Units |
|
|
Purchase Price |
|
|
Distribution |
|
|
Redemption |
|
|
Earliest Redemption |
||||
Series A Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 2017 |
|
|
|
|
$ |
|
|
|
% |
|
|
|
|
|||||
Total Series A Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
April 2022 |
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|
|||||
October 2022 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
February 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
June 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Total Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 2024 |
|
|
|
|
$ |
|
|
|
% |
|
|
|
|
|||||
February 2024 |
|
|
|
|
|
|
|
|
% |
|
$ |
|
|
|||||
Total Series B Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable Preferred Units |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||
40
|
|
December 31, 2023 |
|
|||||||||||||
Month Issued |
|
Units |
|
|
Purchase Price |
|
|
Distribution |
|
|
Redemption |
|
||||
Series A Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
March 2016 |
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
||||
March 2017 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
October 2017 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
Total Series A Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
April 2022 |
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
||||
October 2022 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
February 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
June 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
Total Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable Preferred Units |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
18. Restricted Unit Awards
The Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan (the "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
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 $
The following table summarizes the RUA activity for the three months ended March 31, 2024 and for the year ended December 31, 2023:
|
|
Restricted Units |
|
|
Weighted average |
|
||
Unvested as of January 1, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Unvested as of December 31, 2023 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Unvested as of March 31, 2024 |
|
|
|
|
$ |
|
||
The unrecognized compensation expense related to unvested RUAs granted under the Plan was approximately $
41
19. 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.
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Partnership administrative fees paid to AFCA 2 (1) |
|
$ |
|
|
$ |
|
||
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities (2) |
|
|
|
|
|
|
||
Referral fees paid to an affiliate (3) |
|
|
|
|
|
|
||
AFCA 2 receives fees from the borrowers and sponsors of the Partnership’s investment assets for services provided to the borrower and based on the occurrence of certain investment transactions. These fees were paid by the borrowers or sponsors and are not reported in the Partnership’s condensed consolidated financial statements.
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Investment/mortgage placement fees earned by AFCA 2 (1) |
|
$ |
|
|
$ |
|
||
Greystone Select, an affiliate of the Partnership, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement related to the Partnership's General LOC (Note 12). 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.
The Partnership reported receivables due from unconsolidated entities of approximately $
42
20. 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, 2024 and December 31, 2023, 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 services 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, 2024 and December 31, 2023 are as follows:
|
|
Range of Effective Yields |
|
Weighted Average Effective Yields (1) |
|
|||||||
Security Type |
|
March 31, 2024 |
|
December 31, 2023 |
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Mortgage revenue bonds (2) |
|
|
|
|
% |
|
|
% |
||||
Taxable mortgage revenue bonds |
|
|
|
|
% |
|
|
% |
||||
Bond purchase commitments |
|
|
|
|
% |
|
|
% |
||||
43
Derivative 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 derivative agreement. The Partnership uses a third-party pricing service that incorporates commonly used market pricing methods to value the interest rate swaps. 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 Partnership uses a third-party pricing service to value the interest rate cap. The inputs into the interest rate cap agreements valuation model include SOFR rates, unobservable adjustments to account for the SIFMA index, 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 swap was to lower the net interest rate related to the Partnership’s Secured Notes equal to the notional amount of the derivative agreement. The Partnership used a third-party pricing service to value the total return swap position and 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 was based on a model with inputs that are not observable and therefore the total return swaps were categorized as Level 3 assets or liabilities.
Assets measured at fair value on a recurring basis as of March 31, 2024 are summarized as follows:
|
|
Fair Value Measurements as of March 31, 2024 |
|
|||||||||||||
Description |
|
Assets and Liabilities |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets and Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage revenue bonds, held in trust |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Mortgage revenue bonds |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Bond purchase commitments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Taxable mortgage revenue bonds (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Derivative instruments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Derivative swap liability (reported within other liabilities) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Total Assets and Liabilities at Fair Value, net |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the activity related to Level 3 assets for the three months ended March 31, 2024:
|
|
For the Three Months Ended March 31, 2024 |
|
|||||||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||||||
|
|
Mortgage |
|
|
Bond Purchase |
|
|
Taxable Mortgage |
|
|
Derivative |
|
|
Total |
|
|||||
Beginning Balance January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings (interest income and |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Included in other comprehensive income |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
( |
) |
|
Purchases and advances |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Settlements and redemptions |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Ending Balance March 31, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total amount of gains (losses) for the |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
||
Assets measured at fair value on a recurring basis as of December 31, 2023 are summarized as follows:
44
|
|
Fair Value Measurements as of December 31, 2023 |
|
|||||||||||||
Description |
|
Assets and Liabilities |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets and Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage revenue bonds, held in trust |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Mortgage revenue bonds |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Bond purchase commitments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Taxable mortgage revenue bonds (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Derivative instruments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Derivative swap liability (reported within other liabilities) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Total Assets and Liabilities at Fair Value, net |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
The following tables summarize the activity related to Level 3 assets and liabilities for the three months ended March 31, 2023:
|
|
For the Three Months Ended March 31, 2023 |
|
|||||||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||||||
|
|
Mortgage |
|
|
Bond Purchase Commitments |
|
|
Taxable Mortgage |
|
|
Derivative |
|
|
Total |
|
|||||
Beginning Balance January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings (interest income and |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
|||
Included in other comprehensive income |
|
|
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Purchases and advances |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Settlements and redemptions |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending Balance March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total amount of gains for the |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
||
Total gains and losses included in earnings for the derivative instruments are reported within “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations.
As of March 31, 2024 and December 31, 2023, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s GILs, taxable GILs, and construction financing property 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 GIL, and construction financing property loans are categorized as Level 3 assets. The estimated fair value of the GILs and taxable GILs was $
As of March 31, 2024 and December 31, 2023, 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.
45
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.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt financing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Secured lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgages payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
21. Income Taxes
The Partnership recognizes current income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owned The 50/50 MF Property until December 2022, and also owns certain property loans and real estate.
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Current income tax expense (benefit) |
|
$ |
( |
) |
|
$ |
|
|
Deferred income tax expense (benefit) |
|
|
|
|
|
( |
) |
|
Total income tax expense (benefit) |
|
$ |
( |
) |
|
$ |
|
|
The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was
22. Partnership Income, Expenses and 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. The holders of the Preferred Units are entitled to distributions at a fixed rate per annum prior to payment of distributions to other Unitholders.
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.
Net Interest Income (Tier 1) is allocated
23. 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
46
24. Segments
As of March 31, 2024, the Partnership had
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 on the Partnership's condensed consolidated balance sheets. As of March 31, 2024, the Partnership reported
Seniors and Skilled Nursing MRB Investments Segment
The Seniors and Skilled Nursing MRB Investments segment consists of two MRBs 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 independent living, assisted living and memory care units. As of March 31, 2024, the
Market-Rate Joint Venture Investments Segment
The Market-Rate Joint Venture Investments segment consists of the operations of ATAX Vantage Holdings, LLC, ATAX Freestone Holdings, LLC, ATAX Senior Housing Holdings I, LLC, and ATAX Great Hill Holdings LLC, which make noncontrolling investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties (Note 7). The Market-Rate Joint Venture Investments segment also includes the consolidated VIE of Vantage at San Marcos (Note 3).
MF Properties Segment
The MF Properties segment consists primarily of student housing residential properties that were previously owned by the Partnership. As of March 31, 2024 and December 31, 2023, the Partnership did not own any MF Properties. The Partnership previously owned the Suites on Paseo MF Property until the property was sold in December 2023 and there is no continuing involvement with the property. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment. Income tax expense for the Greens Hold Co is reported within this segment.
47
The following table details certain financial information for the Partnership’s reportable segments for the three months ended March 31, 2024 and 2023:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Total revenues |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
|
|
$ |
|
||
Seniors and Skilled Nursing MRB Investments |
|
|
|
|
|
|
||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
||
MF Properties |
|
|
- |
|
|
|
|
|
Total revenues |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
|
|
$ |
|
||
Seniors and Skilled Nursing MRB Investments |
|
|
|
|
|
- |
|
|
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
||
MF Properties |
|
|
- |
|
|
|
- |
|
Total interest expense |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Net result from derivative transactions |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
( |
) |
|
$ |
|
|
Seniors and Skilled Nursing MRB Investments |
|
|
( |
) |
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
- |
|
|
|
|
|
MF Properties |
|
|
- |
|
|
|
- |
|
Total net result from derivative transactions |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
||
Depreciation expense |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
|
|
$ |
|
||
Seniors and Skilled Nursing MRB Investments |
|
|
- |
|
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
- |
|
|
|
- |
|
MF Properties |
|
|
- |
|
|
|
|
|
Total depreciation expense |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Net income (loss) |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
|
|
$ |
( |
) |
|
Seniors and Skilled Nursing MRB Investments |
|
|
|
|
|
|
||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
||
MF Properties |
|
|
- |
|
|
|
|
|
Net income |
|
$ |
|
|
$ |
|
||
The following table details total assets for the Partnership’s reportable segments as of March 31, 2024 and December 31, 2023:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Total assets |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
|
|
$ |
|
||
Seniors and Skilled Nursing MRB Investments |
|
|
|
|
|
|
||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
||
MF Properties |
|
|
|
|
|
|
||
Consolidation/eliminations |
|
|
( |
) |
|
|
( |
) |
Total assets |
|
$ |
|
|
$ |
|
||
25. Subsequent Events
In April 2024, the Partnership redeemed $
48
In April 2024, the Partnership entered into an additional interest rate swap agreement to mitigate interest rate risk associated with its variable rate TOB trust financings. The following table summarizes the terms of the interest rate swap agreement:
Trade Date |
|
Notional Amount |
|
|
Effective Date |
|
Termination Date |
|
Fixed Rate Paid |
|
Variable Rate Index Received |
|
Variable Debt |
|
Counterparty |
|
|
$ |
|
|
|
|
|
|
|
Mizuho Capital Markets |
|||||||
In April 2024, the Partnership acquired an MRB and taxable MRB to finance the acquisition and rehabilitation of an affordable multifamily property.
Mortgage Revenue Bond Name |
|
Month |
|
Property Location |
|
Units |
|
Maturity Date |
|
Fixed Interest Rate |
|
Principal Acquired |
|
|
Woodington Gardens Apartments MRB |
|
|
Baltimore, MD |
|
|
|
|
$ |
|
|||||
Woodington Gardens Apartments taxable MRB |
|
|
Baltimore, MD |
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
In April 2024, the Partnership entered into a new TOB trust financing arrangement with Mizuho.
TOB Trusts Securitization |
|
TOB |
|
|
Stated Maturity |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities |
|
Remarketing Senior Securities Rate |
|
Facility Fees |
|
Interest Rate |
|
Woodington Gardens Apartments MRB |
|
$ |
|
|
|
|
|
|
|
|||||||
In April 2024, the Partnership deposited the Woodington Gardens Apartments taxable MRB into the existing Trust 2024-XF3219 trust financing and received additional debt financing proceeds of approximately $
In April 2024, the maturity date of the Partnership’s Term TOB financing associated with the Village at Avalon MRB was extended to
In May 2024, the Partnership sold the Brookstone MRB to an unaffiliated entity at a price that approximated the outstanding principal balance and accrued interest. The Partnership received gross proceeds of $8.3 million upon sale. The Partnership also realized the remaining discount of $1.0 million associated with the Brookstone MRB upon sale.
49
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 Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated VIEs for all periods presented. 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 and Note 3 to the Partnership’s condensed consolidated financial statements for further disclosures.
Executive Summary
The Partnership was formed in 1998 for the primary 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, seniors housing and commercial properties. We also invest in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily and seniors housing properties. We expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities and investments that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate.
We also make noncontrolling equity investments in unconsolidated entities (“JV Equity Investments”) for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties. We are 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”).
As of March 31, 2024, we had 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. We separately report our consolidation and elimination information because we do not allocate certain items to the segments. All “General and administrative expenses” on the Partnership's condensed consolidated statements of operations are reported within the Affordable Multifamily MRB Investments segment. See Notes 2 and 24 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, 2024 and 2023 (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2024 |
|
|
Percentage of Total |
|
|
2023 |
|
|
Percentage of Total |
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affordable Multifamily MRB Investments |
|
$ |
19,999 |
|
|
|
89.4 |
% |
|
$ |
21,438 |
|
|
|
86.0 |
% |
Seniors and Skilled Nursing MRB Investments |
|
|
748 |
|
|
|
3.3 |
% |
|
|
97 |
|
|
|
0.4 |
% |
Market-Rate Joint Venture Investments |
|
|
1,624 |
|
|
|
7.3 |
% |
|
|
2,178 |
|
|
|
8.7 |
% |
MF Properties |
|
|
- |
|
|
|
0.0 |
% |
|
|
1,226 |
|
|
|
4.9 |
% |
Total revenues |
|
$ |
22,371 |
|
|
|
|
|
$ |
24,939 |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affordable Multifamily MRB Investments |
|
$ |
8,536 |
|
|
|
80.1 |
% |
|
$ |
(802 |
) |
|
|
-4.8 |
% |
Seniors and Skilled Nursing MRB Investments |
|
|
1,082 |
|
|
|
10.2 |
% |
|
|
97 |
|
|
|
0.6 |
% |
Market-Rate Joint Venture Investments |
|
|
1,030 |
|
|
|
9.7 |
% |
|
|
17,279 |
|
|
|
102.9 |
% |
MF Properties |
|
|
- |
|
|
|
0.0 |
% |
|
|
217 |
|
|
|
1.3 |
% |
Net income |
|
$ |
10,648 |
|
|
|
|
|
$ |
16,791 |
|
|
|
|
||
50
Our reported net income includes unrealized (gains) losses from derivatives, which are a result of changes in current and forward interest rates. Valuation changes can be significant in periods of high interest rate volatility, especially for our interest rate swap agreements. Such (gains) losses are reported within “Net result from derivative transactions” on our condensed consolidated statements of operations. The unrealized (gains) losses are non-cash (gains) losses and can cause variability in reported net income from period-to-period. The following table summarizes unrealized (gains) losses from derivative transactions by segment for the three months ended March 31, 2024 and 2023 (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Unrealized (gains) losses from derivative fair value adjustments |
|
|
|
|
|
|
||
Affordable Multifamily MRB Investments |
|
$ |
(3,904 |
) |
|
$ |
3,436 |
|
Seniors and Skilled Nursing MRB Investments |
|
|
(700 |
) |
|
|
- |
|
Market-Rate Joint Venture Investments |
|
|
- |
|
|
|
- |
|
MF Properties |
|
|
- |
|
|
|
- |
|
Total unrealized (gains) losses from derivative fair value adjustments |
|
$ |
(4,604 |
) |
|
$ |
3,436 |
|
Recent Developments
Recent Investment Activities
The following table presents information regarding the investment activity of the Partnership for the three months ended March 31, 2024 and 2023:
Investment Activity |
|
# |
|
Amount |
|
|
Retired Debt |
|
|
Tier 2 income (loss) |
|
|
Notes to the |
|||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond acquisition and advances |
|
5 |
|
$ |
26,298 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Governmental issuer loan advances |
|
3 |
|
|
6,000 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Governmental issuer loan redemption |
|
1 |
|
|
23,390 |
|
|
$ |
18,712 |
|
|
N/A |
|
|
5 |
|
Property loan advances |
|
2 |
|
|
3,073 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Property loan redemptions and paydown |
|
6 |
|
|
72,323 |
|
|
|
60,575 |
|
|
N/A |
|
|
6 |
|
Investments in unconsolidated entities |
|
7 |
|
|
6,960 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Taxable mortgage revenue bond advance |
|
1 |
|
|
1,000 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Taxable mortgage revenue bond paydown |
|
1 |
|
|
11,500 |
|
|
|
9,480 |
|
|
N/A |
|
|
9 |
|
Taxable governmental issuer loan redemption |
|
1 |
|
|
10,573 |
|
|
|
9,515 |
|
|
N/A |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
For the Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond advances |
|
6 |
|
$ |
60,547 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Mortgage revenue bond redemptions |
|
3 |
|
|
11,856 |
|
|
$ |
7,579 |
|
|
$ |
(1,428 |
) |
|
4 |
Governmental issuer loan advances |
|
4 |
|
|
17,377 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Property loan advances |
|
4 |
|
|
7,581 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Property loan redemption and paydowns |
|
3 |
|
|
18,316 |
|
|
|
15,700 |
|
|
N/A |
|
|
6 |
|
Investments in unconsolidated entities |
|
2 |
|
|
5,698 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Return of investment in unconsolidated entities upon sale |
|
2 |
|
|
12,283 |
|
|
N/A |
|
|
|
3,843 |
|
|
7 |
|
Taxable mortgage revenue bond advances |
|
2 |
|
|
1,805 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Taxable governmental issuer loan advance |
|
1 |
|
|
3,000 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
51
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, 2024 and 2023, exclusive of retired debt amounts listed in the investment activity table above:
Financing, Derivative and Capital Activity |
|
# |
|
|
Amount |
|
|
Secured |
|
Notes to the |
||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
||
Net paydown on Acquisition LOC |
|
|
2 |
|
|
$ |
16,900 |
|
|
Yes |
|
12 |
Net activity on General LOC |
|
|
2 |
|
|
|
- |
|
|
Yes |
|
12 |
Proceeds from TOB trust financings |
|
|
11 |
|
|
|
63,250 |
|
|
Yes |
|
13 |
Interest rate swap executed |
|
|
1 |
|
|
|
- |
|
|
N/A |
|
15 |
Issuance of Series B Preferred Units |
|
|
1 |
|
|
|
5,000 |
|
|
N/A |
|
17 |
Exchange of Series A Preferred Units for Series B Preferred Units |
|
|
1 |
|
|
|
17,500 |
|
|
N/A |
|
17 |
Proceeds on issuance of BUCs, net of issuance costs |
|
|
1 |
|
|
|
1,055 |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
||
Net repayment on Acquisition LOC |
|
|
6 |
|
|
$ |
49,000 |
|
|
Yes |
|
12 |
Proceeds from TOB trust financings |
|
|
11 |
|
|
|
110,061 |
|
|
Yes |
|
13 |
Interest rate swaps executed |
|
|
3 |
|
|
|
- |
|
|
N/A |
|
15 |
Issuance of Series A-1 Preferred Units |
|
|
1 |
|
|
|
8,000 |
|
|
N/A |
|
17 |
Exchange of Series A Preferred Units for Series A-1 Preferred Units |
|
|
1 |
|
|
|
7,000 |
|
|
N/A |
|
17 |
Corporate Responsibility
We are 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 positive environmental and sustainability impacts 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. The following table summarizes total funding commitments related to properties that were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs:
Asset Type |
|
For the Period from January 1, 2022, through March 31, 2024 |
|
|
MRBs and taxable MRBs |
|
$ |
211,454,500 |
|
GILs, taxable GILs and property loans |
|
|
212,205,554 |
|
Total |
|
$ |
423,660,054 |
|
In 2021, we acquired an MRB investment secured by Meadow Valley, a to-be-constructed 174-bed seniors housing facility in Traverse City, MI. Part of the construction financing is provided through a Commercial Property Assessed Clean Energy (C-PACE) program, which is a state policy-enabled financing mechanism that allows developers to access the capital needed to make renewable energy accessible and cost-effective. In the case of Meadow Valley, C-PACE financing of $24.8 million will be provided to finance energy conservation features including high efficiency windows, roof, walls, heating, cooling, indoor and outdoor lighting, water heating and low-flow fixtures. The C-PACE financing is repaid through a property tax assessment over the life of the property. Many lenders are averse to financing properties with C-PACE financing as the tax assessment is a senior obligation of the property. We have developed
52
underwriting procedures that allow for the borrower to obtain C-PACE financing and still meet our security and underwriting requirements. We will continue to evaluate investment opportunities related to properties that utilize C-PACE financing for future investment as we want to encourage our borrowers to utilize clean energy design and construction practices.
We are committed to minimizing the overall environmental impact of our corporate operations. The Partnership’s operations are primarily managed by 16 employees of Greystone Manager, so we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.
Social Responsibility
Our MRB and GIL investments directly support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. The development of affordable multifamily housing has relatively broad legislative support at the federal and state levels. Each of the properties securing our MRB and GIL investments is required to maintain a minimum percentage of units set-aside for a combination of very low-income (50% or less of area median income or "AMI") and low-income (80% or less of AMI) tenants in accordance with IRC guidelines, and the owners of the properties often agree to exceed the minimum IRC requirements. The rent charged to income qualified tenants at MRB or GIL properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any new MRB or GIL investments associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required. In addition, certain borrowers related to our MRB investments are non-profit entities that provide affordable multifamily housing consistent with their charitable purposes. These properties provide valuable housing and support services to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.
The following table summarizes, by investment asset class, the number of residential rental units associated with the affordable multifamily properties financed by the Partnership that have some form of tenant income or rent restrictions as evidenced by a regulatory agreement recorded on the local government land records as of March 31, 2024:
|
|
Number of Units at <=50% AMI |
|
|
Number of Units at <=60% AMI |
|
|
Number of Units at <=80% AMI |
|
|
Total Number of Units |
|
|
Affordable Units as % of Total Units |
|
|
Number of Properties |
|
|
Number of States |
|
Reported Asset Value |
|
|
Percentage of Total Partnership Assets |
|||||||
MRBs and taxable MRBs |
|
|
1,830 |
|
|
|
6,629 |
|
|
|
9,621 |
|
|
|
10,950 |
|
|
|
88 |
% |
|
|
70 |
|
|
12 |
|
$ |
842,425,018 |
|
|
58% |
GILs, taxable GILs and related property loans |
|
|
- |
|
|
|
1,539 |
|
|
|
1,539 |
|
|
|
1,539 |
|
|
|
100 |
% |
|
|
8 |
|
|
5 |
|
|
221,392,806 |
|
|
15% |
Total |
|
|
1,830 |
|
|
|
8,168 |
|
|
|
11,160 |
|
|
|
12,489 |
|
|
|
89 |
% |
|
|
78 |
|
|
|
|
$ |
1,063,817,824 |
|
|
73% |
Certain investments may be eligible for regulatory credit under the Community Reinvestment Act of 1977 ("CRA") to help meet the credit needs of the communities in which they exist, including low- and moderate-income (LMI) neighborhoods. See "Community Investments" in this Item 2 below for further information regarding assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA.
We and Greystone are committed to supporting our workforce. Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Greystone also provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices. We are also committed to ensuring the safety of personnel that work for third-party contractors that perform services at properties that underlie our investment assets. Specifically for properties under construction, we consider the safety record of contractors and monitor safety incidents through reviews of independent construction monitoring reports.
Greystone and the Partnership are committed to diversity, equity and inclusion (“DEI”). Specific Greystone DEI initiatives include formal diversity training and employee resources groups to support a diverse workforce as well as a formal DEI committee and DEI Leadership Council to lead and advise all DEI related work, events, and learning. Of the 16 employees of Greystone Manager responsible for the Partnership’s operations, three are women and one employee identifies as ethnically diverse.
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. We set high ethical standards for our related employees and partners. We regularly review and update, as appropriate, our policies governing ethical conduct and responsible behavior in order to support our sustainable and continued success. Our Code of Business Conduct and Ethics is applicable to all Greystone personnel that provide services to the Partnership and is available on the Partnership’s website. All employees are required to annually affirm that they have read and
53
understood the Code of Business Conduct and Ethics. Employees are encouraged to share any ethics or compliance concerns with their supervisors or confidentially through our third-party managed hotline. We maintain a formal compliance policy to investigate ethics or compliance concerns and to protect whistleblowers. Our policy is designed to meet the requirements and standards of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Act of 1934.
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 is in compliance with the NYSE listing rules and SEC rules applicable to the Partnership. The majority of the members of the Greystone Manager Board of managers meet the independence standards established by the New York Stock Exchange listing rules and the rules of the SEC. All the members of the Audit Committee of Greystone Manager are independent under the applicable SEC and NYSE independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female.
The Greystone Manager Board of Managers is highly engaged in the governance and operations of the Partnership. Our non-independent Managers are employees of Greystone that regularly monitor developments in our operating environment and capital markets and discuss such developments with management on a regular basis. One of our Managers is a member of our investment committee that pre-approves all new investments. We regularly monitor and assess risks to achieving our business objectives and such risk assessments are discussed with both the Audit Committee and the full Board of Managers at regularly held meetings and in regular informal discussions. The Audit Committee and Board of Managers have had 100% attendance during 2023 and 2024.
Critical Accounting Estimates
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 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 and taxable MRBs; (ii) investment impairments; and (iii) allowance for credit losses.
The Partnership’s critical accounting estimates are the same as those described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.
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. We have also invested in taxable MRBs, GILs, taxable GILs and property loans which are included within this segment. All “General and administrative expenses” on our condensed consolidated statements of operations are reported within this segment.
Our MRBs, taxable MRBs, GILs, taxable GILs and certain property loans are secured by a mortgage or deed of trust. Property loans related to multifamily properties are also included in this segment and may or may not be secured by a mortgage or deed of trust.
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, |
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
||||
Affordable Multifamily MRB Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
19,999 |
|
|
$ |
21,438 |
|
|
$ |
(1,439 |
) |
|
|
-6.7 |
% |
Interest expense |
|
|
12,769 |
|
|
|
16,427 |
|
|
|
(3,658 |
) |
|
|
-22.3 |
% |
Net result from derivative transactions |
|
|
(5,436 |
) |
|
|
1,283 |
|
|
|
(6,719 |
) |
|
N/A |
|
|
Provision for credit losses |
|
|
(806 |
) |
|
|
(545 |
) |
|
|
(261 |
) |
|
|
47.9 |
% |
Segment net income (loss) |
|
|
8,536 |
|
|
|
(802 |
) |
|
|
9,338 |
|
|
N/A |
|
|
Comparison of the three months ended March 31, 2024 and 2023
Total revenues decreased for the three months ended March 31, 2024 as compared to the same period in 2023 primarily due to:
54
Interest expense decreased for the three months ended March 31, 2024 as compared to the same period in 2023 primarily due to:
The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. We reported unrealized gains for the three months ended March 31, 2024 due to generally rising interest rates resulting in increases in the value of our fixed rate payor interest rate swaps. The following table summarizes the components of this line item for the three months ended March 31, 2024 and 2023 (dollar amounts in thousands
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(1,531 |
) |
|
$ |
(2,153 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
(3,905 |
) |
|
|
3,436 |
|
Net result from derivative transactions |
|
$ |
(5,436 |
) |
|
$ |
1,283 |
|
The provision for credit losses for the three months ended March 31, 2024 and 2023 relates to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments. The decreases are primarily due to GIL and property loan redemptions during 2023 and 2024, decreases in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the model used to estimate the allowance for credit losses.
Segment net income (loss) increased for the three months ended March 31, 2024 as compared to the same period in 2023 due to:
55
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, 2024 and 2023. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.
|
|
For the Three Months Ended March 31, |
|||||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
||||||||||||||||||
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage revenue bonds |
|
$ |
841,075 |
|
|
$ |
12,612 |
|
|
|
6.0 |
% |
|
$ |
797,230 |
|
|
$ |
11,820 |
|
|
|
5.9 |
% |
|
Governmental issuer loans |
|
|
208,405 |
|
|
|
4,289 |
|
|
|
8.2 |
% |
|
|
307,996 |
|
|
|
5,209 |
|
|
|
6.8 |
% |
|
Property loans |
|
|
88,144 |
|
|
|
1,676 |
|
|
|
7.6 |
% |
|
|
171,605 |
|
|
|
3,151 |
|
|
|
7.3 |
% |
|
Other investments |
|
|
26,547 |
|
|
|
525 |
|
|
|
7.9 |
% |
|
|
26,961 |
|
|
|
488 |
|
|
|
7.2 |
% |
|
Total interest-earning assets |
|
$ |
1,164,171 |
|
|
$ |
19,102 |
|
|
|
6.6 |
% |
|
$ |
1,303,792 |
|
|
$ |
20,668 |
|
|
|
6.3 |
% |
|
Other income |
|
|
|
|
|
94 |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Non-investment income |
|
|
|
|
|
803 |
|
|
|
|
|
|
|
|
|
770 |
|
|
|
|
|
||||
Total revenues |
|
|
|
|
$ |
19,999 |
|
|
|
|
|
|
|
|
$ |
21,438 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lines of credit |
|
$ |
4,225 |
|
|
$ |
62 |
|
|
|
5.9 |
% |
|
$ |
18,500 |
|
|
$ |
265 |
|
|
|
5.7 |
% |
|
Fixed TEBS financing |
|
|
239,364 |
|
|
|
2,396 |
|
|
|
4.0 |
% |
|
|
250,040 |
|
|
|
2,489 |
|
|
|
4.0 |
% |
|
Fixed TEBS Residual financing |
|
|
61,378 |
|
|
|
1,099 |
|
|
|
7.2 |
% |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
Variable TEBS financing |
|
|
66,455 |
|
|
|
779 |
|
|
|
4.7 |
% |
|
|
73,506 |
|
|
|
778 |
|
|
|
4.2 |
% |
|
Variable Secured Notes (1) |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
102,641 |
|
|
|
2,227 |
|
|
|
8.7 |
% |
|
|
Fixed Term TOB financing |
|
|
12,731 |
|
|
|
63 |
|
|
|
2.0 |
% |
|
|
12,835 |
|
|
|
64 |
|
|
|
2.0 |
% |
|
Variable TOB financing |
|
|
579,736 |
|
|
|
8,068 |
|
|
|
5.6 |
% |
|
|
681,696 |
|
|
|
8,389 |
|
|
|
4.9 |
% |
|
Realized gains on interest rate swaps, net |
|
N/A |
|
|
|
(1,531 |
) |
|
N/A |
|
|
N/A |
|
|
|
(829 |
) |
|
N/A |
|
|
||||
Total interest-bearing liabilities |
|
$ |
963,889 |
|
|
$ |
10,936 |
|
|
|
4.5 |
% |
|
$ |
1,139,218 |
|
|
$ |
13,383 |
|
|
|
4.7 |
% |
|
Net interest spread (2) |
|
|
|
|
$ |
8,166 |
|
|
|
2.8 |
% |
|
|
|
|
$ |
7,285 |
|
|
|
2.2 |
% |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense on interest-bearing |
|
|
|
|
|
12,467 |
|
|
|
|
|
|
|
|
|
15,536 |
|
|
|
|
|
||||
Amortization of deferred finance costs |
|
|
|
|
|
302 |
|
|
|
|
|
|
|
|
|
891 |
|
|
|
|
|
||||
Total interest expense |
|
|
|
|
$ |
12,769 |
|
|
|
|
|
|
|
|
$ |
16,427 |
|
|
|
|
|
||||
56
The following table summarizes the changes in interest income and interest expense for the three months ended March 31, 2024 and 2023, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, and 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, 2024 vs. 2023 |
|
|
|||||||||
|
|
Total |
|
|
Average |
|
|
Average |
|
|
|||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bonds |
|
$ |
792 |
|
|
$ |
650 |
|
|
$ |
142 |
|
|
Governmental issuer loans |
|
|
(920 |
) |
|
|
(1,684 |
) |
|
|
764 |
|
|
Property loans |
|
|
(1,475 |
) |
|
|
(1,533 |
) |
|
|
58 |
|
|
Other investments |
|
|
37 |
|
|
|
(7 |
) |
|
|
44 |
|
|
Total interest-earning assets |
|
$ |
(1,566 |
) |
|
$ |
(2,574 |
) |
|
$ |
1,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|||
Lines of credit |
|
$ |
(203 |
) |
|
$ |
(204 |
) |
|
$ |
1 |
|
|
Fixed TEBS financing |
|
|
(93 |
) |
|
|
(106 |
) |
|
|
13 |
|
|
Fixed TEBS Residual financing |
|
|
1,099 |
|
|
|
1,099 |
|
|
|
- |
|
|
Variable TEBS financing |
|
|
1 |
|
|
|
(75 |
) |
|
|
76 |
|
|
Variable Secured Notes (1) |
|
|
(2,227 |
) |
|
|
(2,227 |
) |
|
|
- |
|
|
Fixed Term TOB trust financing |
|
|
(1 |
) |
|
|
(1 |
) |
|
|
- |
|
|
Variable TOB financing |
|
|
(321 |
) |
|
|
(1,255 |
) |
|
|
934 |
|
|
Realized gains on interest rate swaps, net |
|
|
(702 |
) |
|
N/A |
|
|
|
(702 |
) |
|
|
Total interest-bearing liabilities |
|
$ |
(2,447 |
) |
|
$ |
(2,769 |
) |
|
$ |
322 |
|
|
Net interest spread change |
|
$ |
881 |
|
|
$ |
195 |
|
|
$ |
686 |
|
|
Operational Matters
The multifamily properties securing our MRBs were all current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service payments as of March 31, 2024.
Our sole student housing property securing an MRB, Live 929 Apartments, was 72% occupied as of March 31, 2024, and is current on MRB debt service. The property leases exclusively to students, personnel and other tenants associated with the nearby Johns Hopkins University medical campus. Current occupancy is lower than in recent years due to on-site management issues during the Fall 2023 lease-up process and certain personnel changes were made by the property management team in response. The property recently began leasing for the Fall 2024 term and was 30% pre-leased as of April 30, 2024, which is consistent with the progress as of that date in prior years.
Construction and rehabilitation activities continue at properties securing our GILs, taxable GILs and related property loans. Four of the eight underlying affordable multifamily properties had commenced leasing operations as of March 31, 2024. To date, these properties have not experienced any material supply chain disruptions for either construction materials or labor.
We have three MRBs, two taxable MRBs, five GILs and one property loan that have variable interest rates as of March 31, 2024. All such investments finance the construction of affordable multifamily properties. We regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget, available construction budget contingency balances, and the funding of certain equity commitments by the owners of the underlying properties. Though original development budgets are sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original projections. In such instances, the developer has either reallocated other available reserves and contingencies, deferred their developer fees, or made direct cash payment during construction. Borrowers for all such investments are current on debt service as of March 31, 2024. In all instances, we have developer completion guaranties as well as capital contributed by LIHTC equity investors that will only receive their tax credits upon completion and stabilization of the projects, which create a strong disincentive to default. In certain instances, we have advanced supplemental loans to the borrowers secured by the underlying properties if returns meet our requirements and/or if such loans are necessary to meet the 50% tax-exempt financing requirements under the LIHTC regulations. In the fourth quarter of 2023, the Partnership committed to fund additional supplemental loans to the Osprey Village and Willow Place Apartments properties up to $4.6 million and $3.3 million, respectively, to provide additional capitalized interest reserves. In February 2024, all but $1.5 million of such supplemental loans were redeemed at par plus accrued interest. We expect the remaining supplemental loans to be repaid from refinance proceeds at the same time as the existing GIL and property loan investments are redeemed.
57
Freddie Mac, through a servicer, has forward committed to purchase each GIL at maturity at par if the property has reached stabilization and other conditions are met. The Freddie Mac forward commitment includes a forward committed interest rate that was set at the original closing of the GIL, with many committed rates being well below current market interest rates. Such forward committed rates significantly reduce refinance risk and incentivize borrowers to convert to the Freddie Mac loan to realize interest savings. Since the beginning of 2023, six of our GIL investments were purchased by Freddie Mac, through a servicer, and repaid in full.
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 independent living, assisted living and memory care units.
As of March 31, 2024, we owned two MRBs with aggregate outstanding principal of $47.9 million, with an outstanding commitment to provide additional funding of $19.1 million on a draw-down basis during construction. The MRBs are secured by a new construction, combined independent living, assisted living and memory care property in Traverse City, MI, with 174 total beds and a skilled nursing facility in Monroe Township, NJ with 120 beds.
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, |
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
||||
Seniors and Skilled Nursing Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
748 |
|
|
$ |
97 |
|
|
$ |
651 |
|
|
|
671.1 |
% |
Interest expense |
|
|
497 |
|
|
|
- |
|
|
|
497 |
|
|
N/A |
|
|
Net result from derivative transactions |
|
|
(832 |
) |
|
|
- |
|
|
|
(832 |
) |
|
N/A |
|
|
Segment net income |
|
|
1,082 |
|
|
|
97 |
|
|
|
985 |
|
|
|
1015.5 |
% |
Comparison of the three months ended March 31, 2024 and 2023
Total revenues increased for the three months ended March 31, 2024 as compared to the same period in 2023 due to higher average principal balances.
Interest expense for the three months ended March 31, 2024 consists of approximately $480,000 in TOB interest expense and approximately $17,000 of deferred financing costs amortization.
The net result from derivative transactions for the three months ended March 31, 2024 is the result of a new derivative transaction entered into after March 31, 2023.
The change in segment net income for the three months ended March 31, 2024 as compared to the same period in 2023 was the result of the changes in the line items discussed above.
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 or JV Equity Investments. Our joint venture equity investments are passive in nature. Operational oversight of each property is controlled by our respective joint venture partners according to each respective entity’s operating agreement. The properties are predominantly managed by property management companies affiliated with our joint venture partners. Decisions on when to sell an individual property are made by our respective joint venture partners based on their views of the local market conditions and current leasing trends.
We account for all our JV Equity Investments using the equity method and recognize our preferred returns during the hold period. Specifically for our Vantage JV Equity Investments, an affiliate of our Vantage joint venture partner provides a guaranty of our preferred returns through a date approximately five years after commencement of construction. 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 JV 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.
58
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, |
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
||||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
1,624 |
|
|
$ |
2,178 |
|
|
$ |
(554 |
) |
|
|
-25.4 |
% |
Interest expense |
|
|
538 |
|
|
|
262 |
|
|
|
276 |
|
|
|
105.3 |
% |
Gain on sale of investments in unconsolidated entities |
|
|
50 |
|
|
|
15,367 |
|
|
|
(15,317 |
) |
|
|
-99.7 |
% |
Earnings (losses) on investments in unconsolidated entities |
|
|
(107 |
) |
|
|
- |
|
|
|
(107 |
) |
|
N/A |
|
|
Segment net income |
|
|
1,030 |
|
|
|
17,279 |
|
|
|
(16,249 |
) |
|
|
-94.0 |
% |
Comparison of the three months ended March 31, 2024 and 2023
The decrease in total revenues for the three months ended March 31, 2024 as compared to the same period in 2023 was primarily due to the following:
Interest expense for the three months ended March 31, 2024 and 2023 is related to our General LOC that is primarily secured by the JV Equity Investments. The increase in interest expense is primarily due to a higher variable interest rate on higher average outstanding balances.
The gain on sale of investments in unconsolidated entities for the three months ended March 31, 2024 related to final settlement of the Vantage at Coventry sale that occurred in January 2023. The gain on sale of investments in unconsolidated entities for the three months ended March 31, 2023 primarily consisted of the following:
Earnings (losses) on investments in unconsolidated entities is the Partnership’s proportionate share of earnings (losses) using the equity method of accounting. Such investments typically incur losses during development and lease-up, consistent with development plans.
The change in segment net income for the three months ended March 31, 2024 as compared to the same period in 2023 was the result of changes in the line items discussed above.
Operational Matters
We have noted no material construction cost overruns for securing materials and labor needed to construct the properties underlying our JV Equity Investments, despite general supply chain constraints noted in recent years. However, Vantage at McKinney Falls did experience cost overruns due to delayed utility connections to the site by the local municipality. The lack of water connections delayed vertical construction and caused the general contractor to incur additional general conditions costs to otherwise ensure progress in construction. From January through April 2024, we contributed additional equity of $1.0 million to cover cost overages related to these delays.
The construction loans associated with our JV Equity Investments typically have variable interest rates, so we regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget and available construction budget contingency balances. Though original development budgets were sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original budgets. We have noted that some properties that are complete or nearing construction completion have incurred interest costs that have exceeded capitalized interest reserves, and such properties have utilized construction contingencies and developers have deferred a portion of their developer fee payments. From January through April 2024, we advanced additional equity totaling $2.2 million across four Vantage JV Equity Investments to cover additional interest costs. We anticipate advancing additional equity to certain JV Equity Investments during the remainder of 2024
59
though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. The Partnership plans to contribute such additional funds with cash on hand or other currently available liquidity sources. Such additional equity may result in lower overall returns on our JV Equity Investments.
As of March 31, 2024, Vantage at Helotes, Vantage at Fair Oaks, and Vantage at Hutto have completed construction, are in the initial leasing phase, and are 87%, 74%, and 60% occupied as of March 31, 2024, respectively. Vantage at Tomball has achieved stabilization and been listed for sale as of March 31, 2024. Vantage at McKinney Falls began leasing in April 2024.
MF Properties Segment
As of March 31, 2024, the Partnership did not own any MF Properties. The Partnership previously owned the Suites on Paseo MF Property until the property was sold in December 2023 and there is no continuing involvement with the property. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment.
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, |
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
||||
MF Properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
$ |
- |
|
|
$ |
1,226 |
|
|
$ |
(1,226 |
) |
|
|
-100.0 |
% |
Real estate operating expense |
|
|
- |
|
|
|
602 |
|
|
|
(602 |
) |
|
|
-100.0 |
% |
Depreciation expense |
|
|
- |
|
|
|
399 |
|
|
|
(399 |
) |
|
|
-100.0 |
% |
Segment net income |
|
|
- |
|
|
|
217 |
|
|
|
(217 |
) |
|
|
-100.0 |
% |
Comparison of the three months ended March 31, 2024 and 2023
We have no operating results to report for the three months ended March 31, 2024 due to the sale of the Suites on Paseo MF Property in December 2023.
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, 2024 and 2023.
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, 2024. Debt service on our MRBs for the non-consolidated stabilized properties was current as of March 31, 2024. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
60
|
|
|
|
Number |
|
|
Physical Occupancy (1) |
|
|
Economic Occupancy (2) |
|
|||||||||||
Property Name |
|
State |
|
2024 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|||||
MRB Multifamily Properties-Stabilized (3) |
|
|||||||||||||||||||||
CCBA Senior Garden Apartments |
|
CA |
|
|
45 |
|
|
|
91 |
% |
|
|
98 |
% |
|
|
93 |
% |
|
|
94 |
% |
Courtyard |
|
CA |
|
|
108 |
|
|
|
98 |
% |
|
|
99 |
% |
|
|
95 |
% |
|
|
99 |
% |
Glenview Apartments |
|
CA |
|
|
88 |
|
|
|
92 |
% |
|
|
94 |
% |
|
|
85 |
% |
|
|
90 |
% |
Harden Ranch |
|
CA |
|
|
100 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
96 |
% |
|
|
98 |
% |
Harmony Court Bakersfield |
|
CA |
|
|
96 |
|
|
|
95 |
% |
|
|
97 |
% |
|
|
95 |
% |
|
|
90 |
% |
Harmony Terrace |
|
CA |
|
|
136 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
134 |
% |
|
|
133 |
% |
Las Palmas II |
|
CA |
|
|
81 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
98 |
% |
|
|
97 |
% |
Lutheran Gardens |
|
CA |
|
|
76 |
|
|
|
96 |
% |
|
|
96 |
% |
|
|
83 |
% |
|
|
93 |
% |
Montclair Apartments |
|
CA |
|
|
80 |
|
|
|
99 |
% |
|
|
96 |
% |
|
|
107 |
% |
|
|
92 |
% |
Montecito at Williams Ranch Apartments |
|
CA |
|
|
132 |
|
|
|
99 |
% |
|
|
98 |
% |
|
|
119 |
% |
|
|
100 |
% |
Montevista |
|
CA |
|
|
82 |
|
|
|
94 |
% |
|
|
90 |
% |
|
|
100 |
% |
|
|
98 |
% |
San Vicente |
|
CA |
|
|
50 |
|
|
|
100 |
% |
|
|
94 |
% |
|
|
97 |
% |
|
|
86 |
% |
Santa Fe Apartments |
|
CA |
|
|
89 |
|
|
|
100 |
% |
|
|
96 |
% |
|
|
100 |
% |
|
|
89 |
% |
Seasons at Simi Valley |
|
CA |
|
|
69 |
|
|
|
99 |
% |
|
|
100 |
% |
|
|
123 |
% |
|
|
121 |
% |
Seasons Lakewood |
|
CA |
|
|
85 |
|
|
|
99 |
% |
|
|
96 |
% |
|
|
111 |
% |
|
|
107 |
% |
Seasons San Juan Capistrano |
|
CA |
|
|
112 |
|
|
|
98 |
% |
|
|
93 |
% |
|
|
105 |
% |
|
|
96 |
% |
Solano Vista |
|
CA |
|
|
96 |
|
|
|
100 |
% |
|
|
98 |
% |
|
|
96 |
% |
|
|
92 |
% |
Summerhill |
|
CA |
|
|
128 |
|
|
|
96 |
% |
|
|
98 |
% |
|
|
97 |
% |
|
|
90 |
% |
Sycamore Walk |
|
CA |
|
|
112 |
|
|
|
96 |
% |
|
|
96 |
% |
|
|
93 |
% |
|
|
96 |
% |
The Village at Madera |
|
CA |
|
|
75 |
|
|
|
99 |
% |
|
|
100 |
% |
|
|
104 |
% |
|
|
101 |
% |
Tyler Park Townhomes |
|
CA |
|
|
88 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
98 |
% |
|
|
99 |
% |
Vineyard Gardens |
|
CA |
|
|
62 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
107 |
% |
|
|
103 |
% |
Westside Village Market |
|
CA |
|
|
81 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
98 |
% |
|
|
98 |
% |
Ocotillo Springs |
|
CA |
|
|
75 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
98 |
% |
|
|
105 |
% |
Brookstone (4) |
|
IL |
|
|
168 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Copper Gate Apartments |
|
IN |
|
|
129 |
|
|
|
97 |
% |
|
|
97 |
% |
|
|
97 |
% |
|
|
100 |
% |
Renaissance |
|
LA |
|
|
208 |
|
|
|
87 |
% |
|
|
94 |
% |
|
|
84 |
% |
|
|
92 |
% |
Live 929 Apartments |
|
MD |
|
|
575 |
|
|
|
72 |
% |
|
|
94 |
% |
|
|
71 |
% |
|
|
89 |
% |
Jackson Manor Apartments |
|
MS |
|
|
60 |
|
|
|
95 |
% |
|
|
93 |
% |
|
|
91 |
% |
|
|
95 |
% |
Silver Moon |
|
NM |
|
|
151 |
|
|
|
94 |
% |
|
|
99 |
% |
|
|
95 |
% |
|
|
97 |
% |
Village at Avalon |
|
NM |
|
|
240 |
|
|
|
100 |
% |
|
|
99 |
% |
|
|
97 |
% |
|
|
97 |
% |
Columbia Gardens (5) |
|
SC |
|
|
188 |
|
|
|
89 |
% |
|
|
89 |
% |
|
|
100 |
% |
|
|
100 |
% |
Companion at Thornhill Apartments |
|
SC |
|
|
180 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
84 |
% |
|
|
81 |
% |
The Palms at Premier Park Apartments |
|
SC |
|
|
240 |
|
|
|
99 |
% |
|
|
100 |
% |
|
|
84 |
% |
|
|
84 |
% |
Village at River's Edge |
|
SC |
|
|
124 |
|
|
|
94 |
% |
|
|
94 |
% |
|
|
95 |
% |
|
|
97 |
% |
Willow Run (5) |
|
SC |
|
|
200 |
|
|
|
85 |
% |
|
|
89 |
% |
|
|
102 |
% |
|
|
104 |
% |
Arbors at Hickory Ridge (4) |
|
TN |
|
|
348 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Avistar at Copperfield |
|
TX |
|
|
192 |
|
|
|
95 |
% |
|
|
98 |
% |
|
|
89 |
% |
|
|
88 |
% |
Avistar at the Crest |
|
TX |
|
|
200 |
|
|
|
95 |
% |
|
|
99 |
% |
|
|
88 |
% |
|
|
90 |
% |
Avistar at the Oaks |
|
TX |
|
|
156 |
|
|
|
99 |
% |
|
|
98 |
% |
|
|
90 |
% |
|
|
92 |
% |
Avistar at the Parkway |
|
TX |
|
|
236 |
|
|
|
82 |
% |
|
|
94 |
% |
|
|
69 |
% |
|
|
84 |
% |
Avistar at Wilcrest |
|
TX |
|
|
88 |
|
|
|
99 |
% |
|
|
89 |
% |
|
|
91 |
% |
|
|
82 |
% |
Avistar at Wood Hollow |
|
TX |
|
|
409 |
|
|
|
89 |
% |
|
|
96 |
% |
|
|
77 |
% |
|
|
92 |
% |
Avistar in 09 |
|
TX |
|
|
133 |
|
|
|
98 |
% |
|
|
100 |
% |
|
|
96 |
% |
|
|
94 |
% |
Avistar on the Boulevard |
|
TX |
|
|
344 |
|
|
|
91 |
% |
|
|
94 |
% |
|
|
80 |
% |
|
|
83 |
% |
Avistar on the Hills |
|
TX |
|
|
129 |
|
|
|
95 |
% |
|
|
94 |
% |
|
|
90 |
% |
|
|
87 |
% |
Bruton Apartments |
|
TX |
|
|
264 |
|
|
|
84 |
% |
|
|
81 |
% |
|
|
65 |
% |
|
|
48 |
% |
Concord at Gulfgate |
|
TX |
|
|
288 |
|
|
|
94 |
% |
|
|
86 |
% |
|
|
87 |
% |
|
|
75 |
% |
Concord at Little York |
|
TX |
|
|
276 |
|
|
|
90 |
% |
|
|
91 |
% |
|
|
77 |
% |
|
|
76 |
% |
Concord at Williamcrest |
|
TX |
|
|
288 |
|
|
|
93 |
% |
|
|
93 |
% |
|
|
87 |
% |
|
|
83 |
% |
Crossing at 1415 |
|
TX |
|
|
112 |
|
|
|
96 |
% |
|
|
95 |
% |
|
|
86 |
% |
|
|
89 |
% |
Decatur Angle |
|
TX |
|
|
302 |
|
|
|
82 |
% |
|
|
83 |
% |
|
|
62 |
% |
|
|
68 |
% |
Esperanza at Palo Alto |
|
TX |
|
|
322 |
|
|
|
86 |
% |
|
|
87 |
% |
|
|
71 |
% |
|
|
70 |
% |
Heights at 515 |
|
TX |
|
|
96 |
|
|
|
94 |
% |
|
|
95 |
% |
|
|
85 |
% |
|
|
89 |
% |
Heritage Square |
|
TX |
|
|
204 |
|
|
|
94 |
% |
|
|
98 |
% |
|
|
84 |
% |
|
|
86 |
% |
Oaks at Georgetown |
|
TX |
|
|
192 |
|
|
|
89 |
% |
|
|
94 |
% |
|
|
86 |
% |
|
|
89 |
% |
Runnymede |
|
TX |
|
|
252 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
89 |
% |
|
|
92 |
% |
Southpark |
|
TX |
|
|
192 |
|
|
|
94 |
% |
|
|
96 |
% |
|
|
77 |
% |
|
|
86 |
% |
15 West Apartments |
|
WA |
|
|
120 |
|
|
|
98 |
% |
|
|
100 |
% |
|
|
96 |
% |
|
|
97 |
% |
|
|
|
|
|
9,752 |
|
|
|
92.1 |
% |
|
|
94.5 |
% |
|
|
88.0 |
% |
|
|
88.3 |
% |
Physical occupancy as of March 31, 2024 decreased from the same period in 2023 due primarily to occupancy declines at Live 929 Apartments and various Avistar properties. Live 929 Apartments occupancy is lower than in recent years due to on-site management issues during the Fall 2023 lease-up process. Certain personnel changes have been made and the property management team is focused on leasing to tenants at the nearby Johns Hopkins University medical campus. The physical occupancy at various Avistar properties has significantly declined due to operational issues. The property owner has made certain personnel changes and has indicated that leasing is improving in 2024. We will continue to monitor and discuss property operations with the individual borrowers for Live 929 Apartments and the Avistar properties to ensure noted performance issues are addressed.
Economic occupancy for the three months ended March 31, 2024 remained relatively stable compared with the same period in 2023 due to higher rental rates offsetting noted declines in occupancy.
61
Restricted rents at affordable multifamily properties are tied to changes in AMI, which has generally been increasing in the United States as overall wages increased significantly in 2021 through 2023. AMI is updated on a one-year lag, so restricted rental rates will increase on a similar lag and is realized upon annual lease renewals. On an overall basis, we noted same-property maximum rental income amounts increased 5.1% during the three months ended March 31, 2024 as compared to the same period in 2023, which is significantly higher than average historical annual rent increases. In addition, we observed an increase in same-property net rental revenue of 3.0% during the three months ended March 31, 2024 as compared to the same period in 2023. As restricted rents adjust over time on a lag, increasing maximum rental income amounts may contribute to a temporary decline in economic occupancy even though property rental revenues are increasing overall.
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, 2024, these Residential Properties have not met the stabilization criteria (see footnote 3 below the table). As of March 31, 2024, 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.
|
|
|
|
Number |
|
|
Physical Occupancy (1) |
|
|
Economic Occupancy (2) |
|
|||||||||||
Property Name |
|
State |
|
2024 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|||||
MRB Multifamily Properties-Non Stabilized (3) |
|
|||||||||||||||||||||
MaryAlice Circle Apartments (4), (5) |
|
GA |
|
|
98 |
|
|
|
58 |
% |
|
n/a |
|
|
|
39 |
% |
|
n/a |
|
||
The Ivy Apartments |
|
SC |
|
|
212 |
|
|
|
82 |
% |
|
|
87 |
% |
|
|
73 |
% |
|
|
70 |
% |
The Park at Sondrio Apartments |
|
SC |
|
|
271 |
|
|
|
73 |
% |
|
|
85 |
% |
|
|
59 |
% |
|
|
63 |
% |
The Park at Vietti Apartments |
|
SC |
|
|
204 |
|
|
|
82 |
% |
|
|
83 |
% |
|
|
54 |
% |
|
|
69 |
% |
Windsor Shores Apartments |
|
SC |
|
|
176 |
|
|
|
90 |
% |
|
|
86 |
% |
|
|
82 |
% |
|
|
77 |
% |
The Safford (6) |
|
AZ |
|
|
200 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
40rty on Colony - Series P (6) |
|
CA |
|
|
40 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Residency at Empire (6) |
|
CA |
|
|
148 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Residency at the Entrepreneur (6) |
|
CA |
|
|
200 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Residency at the Mayer (6) |
|
CA |
|
|
79 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Village at Hanford Square (6) |
|
CA |
|
|
100 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Handsel Morgan Village Apartments (6) |
|
GA |
|
|
45 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
|
|
|
|
|
1,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MRB Seniors Housing and Skilled Nursing Properties-Non Stabilized (3) |
|
|||||||||||||||||||||
Meadow Valley (6) |
|
MI |
|
|
174 |
|
(7) |
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Village Point (4) |
|
NJ |
|
|
120 |
|
(8) |
|
92 |
% |
(8) |
n/a |
|
|
n/a |
|
|
n/a |
|
|||
|
|
|
|
|
294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GIL Multifamily Properties-Non Stabilized (3) |
|
|||||||||||||||||||||
Poppy Grove I (6) |
|
CA |
|
|
147 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Poppy Grove II (6) |
|
CA |
|
|
82 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Poppy Grove III (6) |
|
CA |
|
|
158 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Osprey Village (4) |
|
FL |
|
|
383 |
|
|
|
9 |
% |
|
n/a |
|
|
|
10 |
% |
|
n/a |
|
||
Magnolia Heights (5) |
|
GA |
|
|
200 |
|
|
|
99 |
% |
|
|
47 |
% |
|
|
46 |
% |
|
|
41 |
% |
Willow Place Apartments (6) |
|
GA |
|
|
182 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Legacy Commons at Signal Hills |
|
MN |
|
|
247 |
|
|
|
74 |
% |
|
|
17 |
% |
|
|
42 |
% |
|
|
15 |
% |
Sandy Creek Apartments (4) |
|
TX |
|
|
140 |
|
|
|
87 |
% |
|
n/a |
|
|
|
81 |
% |
|
n/a |
|
||
|
|
|
|
|
1,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand total |
|
|
|
|
3,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
62
As of March 31, 2024, seven MRB multifamily properties and one MRB seniors housing property were under construction and have no operating metrics to report. The Ivy Apartments, The Park at Sondrio Apartments, The Park at Vietti Apartments, and Windsor Shores Apartments MRB properties are currently undergoing tenant-in-place rehabilitations. The MaryAlice Circle Apartments MRB property is undergoing both rehabilitation and new construction phases.
As of March 31, 2024, four GIL properties were under construction and have no operating metrics to report. Sandy Creek Apartments recently began a significant rehabilitation while certain tenants remain in place. The remaining three GIL properties have substantially completed construction or rehabilitation and are in the lease-up phase.
63
JV Equity Investments
We are a noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the JV Equity Investments 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 JV 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 |
|
|
2024 |
|
|
2023 |
|
|
Revenue For the Three Months Ended March 31, 2024 (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 |
|
|
n/a |
|
|
n/a |
|
|
May 2021 |
|
|
170,000 |
|
||||
Vantage at Bulverde |
|
TX |
|
August 2019 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
August 2021 |
|
|
170,000 |
|
||||
Vantage at Murfreesboro |
|
TN |
|
October 2020 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
March 2022 |
|
|
273,000 |
|
||||
Vantage at Westover Hills |
|
TX |
|
July 2021 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
May 2022 |
|
(3) |
|
|||||
Vantage at O'Connor |
|
TX |
|
June 2021 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
July 2022 |
|
|
201,000 |
|
||||
Vantage at Stone Creek |
|
NE |
|
April 2020 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
January 2023 |
|
|
196,000 |
|
||||
Vantage at Coventry |
|
NE |
|
February 2021 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
January 2023 |
|
|
180,000 |
|
||||
Vantage at Conroe |
|
TX |
|
January 2021 |
|
n/a |
|
|
n/a |
|
|
|
88 |
% |
|
n/a |
|
|
June 2023 |
|
|
174,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Tomball |
|
TX |
|
April 2022 |
|
|
288 |
|
|
|
90 |
% |
|
|
85 |
% |
|
$ |
1,102,217 |
|
|
n/a |
|
n/a |
|
|
Vantage at Helotes |
|
TX |
|
November 2022 |
|
|
288 |
|
|
|
87 |
% |
|
|
69 |
% |
|
|
1,116,657 |
|
|
n/a |
|
n/a |
|
|
Vantage at Fair Oaks |
|
TX |
|
May 2023 |
|
|
288 |
|
|
|
74 |
% |
|
|
10 |
% |
|
|
851,671 |
|
|
n/a |
|
n/a |
|
|
Vantage at Hutto |
|
TX |
|
December 2023 |
|
|
288 |
|
|
|
60 |
% |
|
n/a |
|
|
|
714,774 |
|
|
n/a |
|
n/a |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Properties Under Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vantage at Loveland |
|
CO |
|
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 |
|
||||
Freestone Cresta Bella |
|
TX |
|
n/a |
|
|
296 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Valage Senior Living Carson Valley |
|
NV |
|
n/a |
|
|
102 |
|
(4) |
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
The Jessam at Hays Farm |
|
AL |
|
n/a |
|
|
318 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Properties in Planning |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vantage at San Marcos (5) |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Freestone Greeley |
|
CO |
|
n/a |
|
|
296 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Freestone Greenville |
|
TX |
|
n/a |
|
|
300 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Freestone Ladera |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
3,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
64
Construction was completed on Vantage at Tomball and Vantage at Helotes during 2022 and both properties are considered stabilized. Both Vantage at Tomball and Vantage at Helotes previously achieved over 90% occupancy, though occupancy has declined slightly during the winter months due to seasonality. Vantage at Tomball was publicly listed for sale by its managing member in October 2023.
Vantage at Fair Oaks and Vantage at Hutto construction was completed in 2023. Both properties have commenced leasing activities and are leasing up in line with expectations. Leasing activities commenced at Vantage at McKinney Falls in April 2024.
Results of Operations
The tables and following discussions of our changes in results of operations for the three months ended March 31, 2024 and 2023 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, 2023.
The following table compares our revenue and other income for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
|
||||
Revenues and Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment income |
|
$ |
19,272 |
|
|
$ |
19,303 |
|
|
$ |
(31 |
) |
|
|
-0.2 |
% |
|
Other interest income |
|
|
3,004 |
|
|
|
4,410 |
|
|
|
(1,406 |
) |
|
|
-31.9 |
% |
|
Property revenues |
|
|
- |
|
|
|
1,226 |
|
|
|
(1,226 |
) |
|
|
-100.0 |
% |
|
Other income |
|
|
94 |
|
|
|
- |
|
|
|
94 |
|
|
N/A |
|
|
|
Gain on sale of investments in unconsolidated entities |
|
|
50 |
|
|
|
15,367 |
|
|
|
(15,317 |
) |
|
|
-99.7 |
% |
|
Earnings (losses) from investments in unconsolidated entities |
|
|
(107 |
) |
|
|
- |
|
|
|
(107 |
) |
|
N/A |
|
|
|
Total Revenues and Other |
|
$ |
22,313 |
|
|
$ |
40,306 |
|
|
$ |
(17,993 |
) |
|
|
-44.6 |
% |
|
Discussion of Total Revenues and Other Income for the Three Months Ended March 31, 2024 and 2023
Investment income. The decrease in investment income for the three months ended March 31, 2024 as compared to the same period in 2023 was due to the following factors:
Other interest income. Other interest income is comprised primarily of interest income on our property loan, taxable MRB, and taxable GIL investments. The decrease in other interest income for the three months ended March 31, 2024 as compared to the same period in 2023 was due to the following factors:
Property revenues. The decrease in property revenues for the three months ended March 31, 2024 as compared to the same period in 2023 is due to the sale of the Suites on Paseo MF Property in December 2023.
65
Other income. Other income for the three months ended March 31, 2024 related primarily to the receipt of non-refundable fees for the extension of the Legacy Commons at Signal Hills GIL maturity date. There was no other income for the three months ended March 31, 2023.
Gain on sale of investments in unconsolidated entities. The gain on sale of JV Equity Investments for the three months ended March 31, 2024 primarily related to final settlement of the Vantage at Coventry sale in January 2023. The gain on sale of JV Equity Investments for the three months ended March 31, 2023 primarily consisted of the following:
Earnings (losses) on investments in unconsolidated entities. The Partnership reports its share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Such investments typically incur losses during development and lease-up, consistent with development plans.
The following table compares our expenses for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended March 31, |
|
|
|||||||||||||
|
|
2024 |
|
|
2023 |
|
|
$ Change |
|
|
% Change |
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate operating (exclusive of items shown below) |
|
$ |
- |
|
|
$ |
602 |
|
|
$ |
(602 |
) |
|
|
-100.0 |
% |
|
Provision for credit losses |
|
|
(806 |
) |
|
|
(545 |
) |
|
|
(261 |
) |
|
|
47.9 |
% |
|
Depreciation and amortization |
|
|
6 |
|
|
|
405 |
|
|
|
(399 |
) |
|
|
-98.5 |
% |
|
Interest expense |
|
|
13,804 |
|
|
|
16,688 |
|
|
|
(2,884 |
) |
|
|
-17.3 |
% |
|
Net result from derivative transactions |
|
|
(6,268 |
) |
|
|
1,283 |
|
|
|
(7,551 |
) |
|
|
-588.5 |
% |
|
General and administrative |
|
|
4,930 |
|
|
|
5,073 |
|
|
|
(143 |
) |
|
|
-2.8 |
% |
|
Total Expenses |
|
$ |
11,666 |
|
|
$ |
23,506 |
|
|
$ |
(11,840 |
) |
|
|
-50.4 |
% |
|
Discussion of Total Expenses for the Three Months Ended March 31, 2024 and 2023
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. There were no real estate operating expenses for the three months ended March 31, 2024 due to the sale of the Suites on Paseo MF Property in December 2023.
Provision for credit losses. The provision for credit losses for the three months ended March 31, 2024 and 2023 relates to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments and is primarily due to GIL and property loan redemptions during 2023 and 2024, a decrease in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the Partnership’s model to estimate the allowance for credit losses.
Depreciation and amortization expense. Depreciation and amortization relate primarily to the MF Properties. Depreciation and amortization expense decreased for the three months ended March 31, 2024 as compared to the same period in 2023 due primarily to the sale of the Suites on Paseo MF Property in December 2023.
Interest expense. The decrease in interest expense for the three months ended March 31, 2024 as compared to the same period in 2023 was due primarily to the following factors:
Net result from derivative transactions. The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. We reported unrealized gains for the three months ended March 31, 2024 due to generally rising interest rates resulting in increases in the value of our fixed rate payor interest rate swaps. The following table summarizes the components of this line item for the three months ended March 31, 2024 and 2023 (dollar amounts in thousands):
66
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(1,663 |
) |
|
$ |
(2,153 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
(4,604 |
) |
|
|
3,436 |
|
Net result from derivative transactions |
|
$ |
(6,267 |
) |
|
$ |
1,283 |
|
General and administrative expenses. The decrease in general and administrative expenses for the three months ended March 31, 2024 as compared to the same period in 2023 was primarily due to decreases of approximately $92,000 in administration fees paid to AFCA2 due to lower assets under management and approximately $64,000 in employee compensation and benefits.
Discussion of Income Tax Expense for the Three Months ended March 31, 2024 and 2023
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 certain property loans. The Greens Hold Co sold its ownership interest in The 50/50 MF Property to an unrelated non-profit organization in December 2022 and deferred a gain on sale of approximately $6.6 million. There was minimal taxable income for the Greens Hold Co for the three months ended March 31, 2024 and 2023.
Cash Available for Distribution - Non-GAAP Financial Measures
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 or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, 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 adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event. The Partnership also deducts Tier 2 income (see Note 22 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.
67
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, 2024 and 2023 (all per BUC amounts are presented giving effect to the BUCs Distributions on a retroactive basis for all periods presented):
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Net income |
|
$ |
10,648,381 |
|
|
$ |
16,791,222 |
|
Unrealized (gains) losses on derivatives, net |
|
|
(4,604,215 |
) |
|
|
3,435,967 |
|
Depreciation and amortization expense |
|
|
5,967 |
|
|
|
404,981 |
|
Provision for credit losses (1) |
|
|
(806,000 |
) |
|
|
(545,000 |
) |
Amortization of deferred financing costs |
|
|
367,418 |
|
|
|
1,005,767 |
|
Restricted unit compensation expense |
|
|
332,321 |
|
|
|
349,959 |
|
Deferred income taxes |
|
|
2,998 |
|
|
|
(982 |
) |
Redeemable Preferred Unit distributions and accretion |
|
|
(767,241 |
) |
|
|
(746,650 |
) |
Tier 2 Income allocable to the General Partner (2) |
|
|
- |
|
|
|
(2,415,221 |
) |
Recovery of prior credit loss (3) |
|
|
(17,155 |
) |
|
|
(16,967 |
) |
Bond premium, discount and acquisition fee amortization, net |
|
|
(40,475 |
) |
|
|
(47,181 |
) |
(Earnings) losses from investments in unconsolidated entities |
|
|
106,845 |
|
|
|
- |
|
Total CAD |
|
$ |
5,228,844 |
|
|
$ |
18,215,895 |
|
|
|
|
|
|
|
|
||
Weighted average number of BUCs outstanding, basic |
|
|
23,000,754 |
|
|
|
22,924,081 |
|
Net income per BUC, basic |
|
$ |
0.42 |
|
|
$ |
0.59 |
|
Total CAD per BUC, basic |
|
$ |
0.23 |
|
|
$ |
0.79 |
|
Cash Distributions declared, per BUC |
|
$ |
0.368 |
|
|
$ |
0.364 |
|
BUCs Distributions declared, per BUC (4) |
|
$ |
0.07 |
|
|
$ |
- |
|
For the three months ended March 31, 2023, Tier 2 income allocable to the General Partner consisted of approximately $3.8 million related to the gains on sale of Vantage at Stone Creek and Vantage at Coventry in January 2023, offset by a $1.4 million Tier 2 loss allocable to the General Partner related to the Provision Center 2014-1 MRB realized in January 2023 upon receipt of the majority of expected bankruptcy liquidation proceeds.
Liquidity and Capital Resources
We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to market interest rates and the general economic and geopolitical environment. The information below is based on our current expectations and projections about future events and financial trends, which could materially differ from actual results. See the discussion of Risk Factors in Item 1A of the Partnership’s Form 10-K for the year ended December 31, 2023 for further information.
Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments net of leverage secured by the investment assets; debt service (principal and interest payments) related to our debt financings; repayments of our secured lines of credit balances; the exercise of redemption rights by the holders of the Series A Preferred Units; and distribution payments to Unitholders. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments, redemptions of various investment asset at the stated maturity dates, 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 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.
68
Our long-term liquidity requirements will be primarily for maturities of debt financings and funding the purchase of additional investment assets, net of leverage secured by the investment assets. We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders; contractual principal and interest payments from our investments; and proceeds from asset redemptions and sales in the normal course of business. 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, 2024, we reported unrestricted cash on hand of approximately $56.3 million. There are no contractual restrictions on our ability to use unrestricted cash on hand. The Partnership has a financial covenant to maintain a minimum consolidated liquidity of $6.3 million under the terms of our financing arrangements.
Operating Cash Flows from Investments
Cash flows from operations are primarily comprised of regular principal and interest payments received on our investment assets that provide consistent cash receipts throughout the year. All MRBs, taxable MRBs, GILs, taxable GILs and property loans are current on contractual debt service payments as of March 31, 2024, except for the Provision Center 2014-1 MRB. Investment receipts, net of interest expense on related debt financing and lines of credit, are available for our general use. We also receive distributions from JV Equity Investments if, and when, cash is available for distribution.
Receipt of cash from our investments in MRBs, taxable MRBs, and JV Equity Investments is dependent upon the generation of net cash flows at multifamily properties that underlie these 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 our investments in GILs, taxable GILs, and construction financing and mezzanine property loans is dependent on the availability of funds in the original development budgets. The current rising interest rate environment is resulting in higher interest costs for properties with variable rate construction financing. We regularly monitor capitalized interest costs in comparison to capitalized interest reserves in the property’s development budget, available construction cost contingencies balances, and the funding of certain equity commitments by the owners of the underlying property. The developers may also make cash payments to pay interest due to avoid claims under their payment and completion guaranties.
Secured Lines of Credit
We maintain a secured line of credit (“General LOC”) with three financial institutions of up to $50.0 million to purchase additional investments and to meet general working capital and liquidity requirements. We 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, which is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100% of our equity capital contributions to JV Equity Investments, subject to certain limits and restrictions. The General LOC is secured by first priority security interests in our JV Equity Investments. We have the ability to increase the total maximum commitment by an additional $10.0 million to $60.0 million, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. We will evaluate whether to increase the commitment based on the size of the borrowing base, liquidity needs and costs of such additional commitments. We are subject to various affirmative and negative
69
covenants that, among others, require us to maintain consolidated liquidity of not less than $6.3 million (which will increase up to a maximum of $7.5 million if the maximum available commitment is fully increased to $60.0 million) and maintain a consolidated tangible net worth of not less than $200.0 million. We were in compliance with all covenants as of March 31, 2024. The balance of the General LOC was $16.5 million with the ability to draw an additional $25.0 million as of March 31, 2024. The General LOC has a maturity date of June 2025, with options to extend for up to two additional years, subject to certain terms and conditions.
We maintain a secured non-operating line of credit (“Acquisition LOC”) with a financial institution of up to $50 million. The Acquisition LOC may be used to fund purchases of 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, taxable GILs, and 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 our senior debt will not exceed a specified percentage of the market value of our assets to be consistent with the Leverage Ratio (as defined by the Partnership). We were in compliance with all covenants as of March 31, 2024. There was no balance outstanding on the Acquisition LOC and approximately $50.0 million was available as of March 31, 2024. The Acquisition LOC has a maturity date of June 2024, with two one-year extension options, subject to certain terms and conditions.
Proceeds from the Redemption or Sale of Assets
We may, from time to time, experience redemptions of or execute sales of our investments in MRBs, GILs, property loans, JV Equity Investments and MF Properties consistent with our strategic plans. Borrowers on certain of our MRBs, GILs, and property loans have the right to prepay amounts outstanding prior to contractual maturity which would result in the return of our capital, net of repayment of leverage on the related asset.
Our MRB portfolio is marked at a premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for investments with similar terms. We may consider selling certain MRB investments in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRB investments included in our TEBS financings.
Our ability to dispose of investment assets on favorable terms is dependent upon several factors including, but not limited to, the number of potential buyers and the availability of credit to such potential buyers to purchase investment assets at prices we consider acceptable. Recent volatility in market interest rates, recent inflation and the potential for an economic recession may negatively impact the potential prices we could realize upon the disposition of our various assets.
Our JV Equity Investments are passive in nature and 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. We are entitled to proceeds upon the sales of JV Equity Investments in accordance with the terms of the entity operating agreement. We received sales proceeds from JV Equity Investment sales in 2023 totaling $47.7 million. There have been no sales to date in 2024.
Many of our GIL and property loan investments have maturity dates within the next 12 months, which will be purchased by Freddie Mac, through a servicer, or repaid by the borrower on or before the maturity at prices equal to the principal outstanding plus accrued interest. Such proceeds will be primarily used to repay our related debt financing. We regularly monitor the progress of the underlying properties and the likelihood of redemption upon maturity and currently have no concerns regarding repayment. Borrowers of certain GIL and property loan investments may request an extension of the maturity dates up to six months, subject to meeting various conditions, obtaining an approval of Freddie Mac to extend the maturity date of the forward purchase commitment, and payment of an extension fee to us.
Proceeds from Obtaining Additional Debt
We hold certain investments that are not associated with our debt financings or secured LOCs. We may obtain leverage for these investments by posting the investments as security. As of March 31, 2024, our primary unleveraged assets were certain MRBs and taxable MRBs with outstanding principal totaling approximately $16.6 million.
Issuances of Debt Securities, BUCs, Series A-1 Preferred Units or Series B Preferred Units
We may, from time to time, issue additional BUCs, Preferred Units, or debt securities, in one or more offerings, at prices or quantities that are consistent with our strategic goals. In December 2022, the Partnership’s Registration Statement on Form S-3 (“Shelf Registration Statement”) was declared effective by the SEC under which the Partnership may, from time to time, offer and sell BUCs, Preferred Units, or debt securities, in one or more offerings, with a maximum aggregate offering price of $300.0 million. Debt securities
70
issued under the Shelf Registration Statement may be senior or subordinate obligations of the Partnership. The Shelf Registration Statement will expire in December 2025.
In March 2024, we entered into an Amended and Restated Capital on DemandTM Sales Agreement (the “Sales Agreement”) with JonesTrading Institutional Services LLC and BTIG, LLC, as agents (each, an “Agent,” and collectively the “Agents”), pursuant to which the Partnership may offer and sell, from time to time through or to the Agents, BUCs having an aggregate offering price of up to $50,000,000. As of March 31, 2024, we have sold 64,497 BUCs for gross proceeds of $1.1 million under the Sales Agreement.
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 Issued as of |
|
|
Remaining Units Available to Issue as of |
|
|
|||
Series A-1 |
|
September 2021 |
|
September 2024 |
|
$ |
10.00 |
|
|
3.00% |
|
Sixth anniversary |
|
|
1,800,000 |
|
|
|
1,700,000 |
|
(1) |
Series B |
|
September 2021 |
|
September 2024 |
|
|
10.00 |
|
|
5.75% |
|
Sixth anniversary |
|
|
500,000 |
|
|
|
9,500,000 |
|
(2) |
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300,000 |
|
|
|
11,200,000 |
|
|
|
In February 2024, we issued 500,000 Series B Preferred Units to a new investor under the registration statement on Form S-3 for the Series B Preferred Units offering referenced in the table above for gross proceeds of $5.0 million.
In April 2024, we commenced a registered offering of up to $25,000,000 of BUCs which are being offered and sold pursuant to the effective Shelf Registration Statement and a prospectus supplement filed with the SEC relating to this offering. As of the date of this filing, we have not issued any BUCs in connection with this offering.
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.
Uses of Liquidity
Our principal uses of liquidity consist of:
General and Administrative Expenses
We use cash to pay general and administrative expenses of our 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, 2023 and the section captioned “Cash flows from operating activities” in the 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.
71
Investment Funding Commitments
Our overall strategy is to invest in quality multifamily properties through the acquisition of MRBs, GILs, property loans and JV 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, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
Projected Funding by Year (1) |
|
|
|
|||||||||
Property Name |
|
Commitment Date |
|
Asset |
|
Total Initial Commitment |
|
|
Remaining Commitment |
|
|
Remainder of 2024 |
|
|
2025 |
|
|
Interest Rate (2) |
|
Related Debt |
||||
Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Meadow Valley |
|
December 2021 |
|
December 2029 |
|
$ |
44,000,000 |
|
|
$ |
19,070,000 |
|
|
$ |
11,400,000 |
|
|
$ |
7,670,000 |
|
|
6.25% |
|
Variable TOB |
Residency at the Entrepreneur- Series J-3 |
|
April 2022 |
|
March 2040 |
|
|
26,080,000 |
|
|
|
9,980,000 |
|
|
|
9,980,000 |
|
|
|
- |
|
|
6.00% |
|
Variable TOB |
Residency at the Entrepreneur- Series J-4 |
|
April 2022 |
|
March 2040 |
|
|
16,420,000 |
|
|
|
16,420,000 |
|
|
|
16,420,000 |
|
|
|
- |
|
|
SOFR + 3.60% (4) |
|
(8) |
Residency at the Entrepreneur- Series J-5 |
|
February 2023 |
|
April 2025 (5) |
|
|
5,000,000 |
|
|
|
4,000,000 |
|
|
|
1,000,000 |
|
|
|
3,000,000 |
|
|
SOFR + 3.60% |
|
Variable TOB |
Residency at Empire Series BB-3 |
|
December 2022 |
|
December 2040 |
|
|
14,000,000 |
|
|
|
4,445,000 |
|
|
|
4,445,000 |
|
|
|
- |
|
|
6.45% (6) |
|
Variable TOB |
Residency at Empire Series BB-4 |
|
December 2022 |
|
December 2040 |
|
|
47,000,000 |
|
|
|
47,000,000 |
|
|
|
23,450,000 |
|
|
|
23,550,000 |
|
|
6.45% (7) |
|
(8) |
The Safford |
|
October 2023 |
|
October 2026 (5) |
|
|
43,000,000 |
|
|
|
33,117,168 |
|
|
|
32,170,000 |
|
|
|
947,168 |
|
|
7.59% |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
195,500,000 |
|
|
|
134,032,168 |
|
|
|
98,865,000 |
|
|
|
35,167,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Taxable Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residency at the Entrepreneur Series J-T |
|
April 2022 |
|
April 2025 (5) |
|
$ |
8,000,000 |
|
|
$ |
7,000,000 |
|
|
$ |
- |
|
|
$ |
7,000,000 |
|
|
SOFR + 3.65% |
|
Variable TOB |
Residency at Empire Series BB-T |
|
December 2022 |
|
December 2025 (5) |
|
|
9,404,500 |
|
|
|
8,404,500 |
|
|
|
- |
|
|
|
8,404,500 |
|
|
7.45% |
|
Variable TOB |
Village at Hanford Square Series H-T |
|
May 2023 |
|
May 2030 |
|
|
10,400,000 |
|
|
|
9,400,000 |
|
|
|
7,000,000 |
|
|
|
2,400,000 |
|
|
7.25% |
|
Variable TOB |
40rty on Colony Series P-T |
|
June 2023 |
|
June 2030 |
|
|
5,950,000 |
|
|
|
4,950,000 |
|
|
|
3,395,000 |
|
|
|
1,555,000 |
|
|
7.45% |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
33,754,500 |
|
|
|
29,754,500 |
|
|
|
10,395,000 |
|
|
|
19,359,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Poppy Grove I |
|
September 2022 |
|
April 2025 (5) |
|
$ |
35,688,328 |
|
|
$ |
13,842,328 |
|
|
$ |
13,842,328 |
|
|
$ |
- |
|
|
6.78% |
|
Variable TOB |
Poppy Grove II |
|
September 2022 |
|
April 2025 (5) |
|
|
22,250,000 |
|
|
|
10,708,700 |
|
|
|
10,708,700 |
|
|
|
- |
|
|
6.78% |
|
Variable TOB |
Poppy Grove III |
|
September 2022 |
|
April 2025 (5) |
|
|
39,119,507 |
|
|
|
20,569,507 |
|
|
|
20,569,507 |
|
|
|
- |
|
|
6.78% |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
97,057,835 |
|
|
|
45,120,535 |
|
|
|
45,120,535 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Poppy Grove I |
|
September 2022 |
|
April 2025 (5) |
|
$ |
21,157,672 |
|
|
$ |
20,157,672 |
|
|
$ |
11,500,000 |
|
|
$ |
8,657,672 |
|
|
6.78% |
|
Variable TOB |
Poppy Grove II |
|
September 2022 |
|
April 2025 (5) |
|
|
10,941,300 |
|
|
|
9,941,300 |
|
|
|
3,000,000 |
|
|
|
6,941,300 |
|
|
6.78% |
|
Variable TOB |
Poppy Grove III |
|
September 2022 |
|
April 2025 (5) |
|
|
24,480,493 |
|
|
|
23,480,493 |
|
|
|
10,000,000 |
|
|
|
13,480,493 |
|
|
6.78% |
|
Variable TOB |
Subtotal |
|
|
|
|
56,579,465 |
|
|
|
53,579,465 |
|
|
|
24,500,000 |
|
|
|
29,079,465 |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sandy Creek Apartments |
|
August 2023 |
|
September 2026 (5) |
|
$ |
7,830,000 |
|
|
$ |
3,113,040 |
|
|
$ |
3,113,040 |
|
|
$ |
- |
|
|
8.63% (9) |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
7,830,000 |
|
|
|
3,113,040 |
|
|
|
3,113,040 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vantage at San Marcos (10), (11) |
|
November 2020 |
|
N/A |
|
$ |
9,914,529 |
|
|
$ |
8,943,914 |
|
|
$ |
8,943,914 |
|
|
$ |
- |
|
|
N/A |
|
N/A |
Vantage at Loveland (12) |
|
April 2021 |
|
N/A |
|
|
18,215,000 |
|
|
|
657,427 |
|
|
|
657,427 |
|
|
|
- |
|
|
N/A |
|
N/A |
Freestone Greeley (11) |
|
October 2022 |
|
N/A |
|
|
16,035,710 |
|
|
|
10,806,346 |
|
|
|
10,806,346 |
|
|
|
- |
|
|
N/A |
|
N/A |
The Jessam at Hays Farm |
|
July 2023 |
|
N/A |
|
|
16,532,636 |
|
|
|
5,880,256 |
|
|
|
5,880,256 |
|
|
|
- |
|
|
N/A |
|
N/A |
Freestone Greenville |
|
December 2023 |
|
N/A |
|
|
19,934,456 |
|
|
|
14,597,244 |
|
|
|
13,000,000 |
|
|
|
1,597,244 |
|
|
N/A |
|
N/A |
Freestone Ladera (11) |
|
December 2023 |
|
N/A |
|
|
17,097,624 |
|
|
|
13,449,494 |
|
|
|
11,250,000 |
|
|
|
2,199,494 |
|
|
N/A |
|
N/A |
Subtotal |
|
|
|
|
|
|
97,729,955 |
|
|
|
54,334,681 |
|
|
|
50,537,943 |
|
|
|
3,796,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bond Purchase Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Anaheim & Walnut |
|
September 2021 |
|
Q3 2024 (13) |
|
$ |
3,900,000 |
|
|
$ |
3,900,000 |
|
|
$ |
3,900,000 |
|
|
$ |
- |
|
|
4.85% |
|
N/A |
Subtotal |
|
|
|
|
|
|
3,900,000 |
|
|
|
3,900,000 |
|
|
|
3,900,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Commitments |
|
|
|
|
|
$ |
492,351,755 |
|
|
$ |
323,834,389 |
|
|
$ |
236,431,518 |
|
|
$ |
87,402,871 |
|
|
|
|
|
In addition, we will consider providing additional financing to borrowers on our debt investments or additional equity to our JV Equity Investments above our original commitments if requested by the borrowers and managing members, respectively, on a case-by-case basis. When considering whether to fund such requests, we will consider various factors including, but not limited to, the economic
72
return on additional investments in the entity, the impact to the Partnership’s credit and investment risk from either funding or withholding funding, and the requesting entity’s other available sources of funding.
During January through April 2024, we advanced additional capital totaling $3.2 million across four Vantage JV Equity Investments. The additional capital was used to cover development cost overruns, primarily due to higher than anticipated interest costs. We anticipate making additional investments in certain JV Equity Investments during 2024 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. The Partnership plans to contribute such additional funds with cash on hand or other currently available liquidity sources.
Debt Service on Debt Financings, the TEBS Residual Financing, Mortgage Payable and Secured Lines of Credit
Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRB, taxable MRB, GIL, taxable GIL and certain property loan investment assets. 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 securities are sold to unaffiliated parties in exchange for debt proceeds. The senior securities require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. We are required to fund any shortfall in principal and interest payable to the senior securities 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 securities, repurchase a portion of the outstanding senior securities, 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 securities and all trust-related fees.
When possible, we structure the debt financing maturity dates associated with our GIL, taxable GIL, and property loan investments to match the investment maturity dates such that investment redemption proceeds will paydown the outstanding debt financing.
Our debt financing arrangements include various fixed and variable rate debt arrangements. Recent increases in short-term interest rates have resulted in increases in the interest costs associated with our variable rate debt financing arrangements. We actively manage our portfolio 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, 2024 and December 31, 2023:
|
|
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Securitized Assets - |
|
Related Debt Financing - Fixed or Variable Interest Rates |
|
Outstanding |
|
|
% of Total |
|
|
Outstanding |
|
|
% of Total |
|
||||
Fixed |
|
Fixed |
|
$ |
312,770,924 |
|
|
|
31.9 |
% |
|
$ |
313,675,048 |
|
|
|
30.8 |
% |
Variable (1) |
|
Variable (1) |
|
|
160,838,999 |
|
|
|
16.3 |
% |
|
|
243,067,000 |
|
|
|
23.9 |
% |
Fixed |
|
Variable |
|
|
60,371,932 |
|
|
|
6.2 |
% |
|
|
35,946,824 |
|
|
|
3.5 |
% |
Fixed |
|
Variable - Hedged (2) |
|
|
447,630,250 |
|
|
|
45.6 |
% |
|
|
425,371,000 |
|
|
|
41.8 |
% |
Total |
|
|
|
$ |
981,612,105 |
|
|
|
|
|
$ |
1,018,059,872 |
|
|
|
|
||
The interest rate paid on our variable rate debt financings are generally determined by the senior securities remarketing agent as the rate necessary to remarket any senior securities tendered by holders thereof for remarketing that week at a price of par. Interest on the senior securities is either taxable or tax-exempt to the holders based on the structure of the TOB financing. The senior securities rate on TOB financings structured as tax-exempt to the senior securities holders are typically correlated to tax-exempt municipal short-term securities indices, such as SIFMA. The senior securities rate on TOB financings structured as taxable to the senior securities holders are typically correlated to taxable short-term securities indices, such as SOFR.
We have hedged a portion of our overall exposure to changes in market interest rates on our variable rate debt financings through various interest rate swaps. Our interest rate swaps are subject to monthly settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. We are currently a net receiver on our portfolio of interest rate swaps and received net settlement proceeds totaling $1.7 million during the three months ended March 31, 2024.
73
The majority of our variable rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future. We apply a 70% conversion ratio when determining the notional amount of our interest rate swaps such that, as an example, a $7.0 million notional amount indexed to SOFR is the equivalent to $10.0 million notional amount for tax-exempt debt financing. As such, the reported amount of variable debt financing in the table above exceeds the stated notional amount of the SOFR-indexed interest rate swaps as of March 31, 2024. The following table summarizes the average stated SOFR-denominated notional amount by year for our existing interest rate swaps (before applying our assumed 70% ratio of tax-exempt municipal securities rates to SOFR):
Year |
|
Average Notional |
|
|
Remainder of 2024 |
|
$ |
354,680,757 |
|
2025 |
|
|
297,636,631 |
|
2026 |
|
|
247,498,799 |
|
2027 |
|
|
162,100,466 |
|
2028 |
|
|
125,802,132 |
|
2029 |
|
|
103,872,299 |
|
2030 |
|
|
8,997,800 |
|
The table above does not include an additional interest rate swap executed in April 2024 with an initial notional amount of approximately $19.5 million to hedge future variable rate TOB financings.
When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement based on the market value of the investment asset(s) at the time of initial closing. If the net aggregate value of our investment assets in TOB trust financings and our interest rate swap agreements decline below a certain threshold, then we are required to post additional collateral with our counterparties. We had posted approximately $14.7 million of cash collateral with Mizuho as of March 31, 2024 due to declines in the value of our fixed interest rate investment assets funded with TOB trusts resulting from generally rising market interest rates. In addition, we posted additional cash collateral of approximately $4.5 million in April 2024 due to further valuation declines on our fixed rate investment assets funded with TOB trusts. We satisfied all collateral calls using unrestricted cash on hand. Continuing volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. The valuation of our interest rate swaps move inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements.
Our TEBS Residual Financing is secured by the cash flows from the residual certificates of our TEBS financings. Interest due on the TEBS Residual Financing is at a fixed rate of 7.125% per annum and 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 TEBS Residual Financing. The TEBS Residual Financing is non-recourse financing to the Partnership and is not subject to mark-to-market collateral posting.
Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances 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 2025 so long as the outstanding principal does not exceed the borrowing base calculation.
The following table summarizes contractual maturities by year for our secured lines of credit, debt financings, and mortgages payable as of March 31, 2024:
|
|
Secured Lines of Credit |
|
|
Debt Financing |
|
|
Mortgage Payable |
|
|
Total |
|
||||
Remainder of 2024 |
|
$ |
- |
|
|
$ |
143,344,871 |
|
|
$ |
1,690,000 |
|
|
$ |
145,034,871 |
|
2025 |
|
|
16,500,000 |
|
|
|
312,950,784 |
|
|
|
- |
|
|
|
329,450,784 |
|
2026 |
|
|
- |
|
|
|
159,748,526 |
|
|
|
- |
|
|
|
159,748,526 |
|
2027 |
|
|
- |
|
|
|
103,965,220 |
|
|
|
- |
|
|
|
103,965,220 |
|
2028 |
|
|
- |
|
|
|
4,518,577 |
|
|
|
- |
|
|
|
4,518,577 |
|
Thereafter |
|
|
- |
|
|
|
257,084,127 |
|
|
|
- |
|
|
|
257,084,127 |
|
Total |
|
$ |
16,500,000 |
|
|
$ |
981,612,105 |
|
|
$ |
1,690,000 |
|
|
$ |
999,802,105 |
|
74
Approximately $66.3 million of the debt financing principal due in 2024 above relates to our M31 TEBS financing. The stated maturity date in July 2024 is the expiration of the liquidity commitment rate from Freddie Mac. On that date, Freddie Mac will either extend the liquidity commitment, reset the liquidity commitment fee rate, or require the conversion to a fixed rate mode at a rate dependent on market conditions on that date. Freddie Mac cannot require redemption of the outstanding Class A Certificates on that date. The Partnership also has the right to terminate the facility and obtain alternative debt financing. We are currently considering our options regarding this debt financing facility.
Distributions Paid to Holders of Preferred Units and BUCs
Distributions to the holders of Series A-1 Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. Distributions to the holders of Series B Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 5.75%. The Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible. The Partnership currently has no outstanding Series A Preferred Units and does not intend to issue any further Series A Preferred Units in the future.
On March 13, 2024, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly cash distribution of $0.37 per BUC to unitholders of record on March 28, 2024 and payable on April 30, 2024. The Board of Managers of Greystone AF Manager also declared a supplemental distribution payable in the form of additional BUCs equal to $0.07 per BUC, which was paid on April 30, 2024 at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024. All fractional BUCs resulting from the BUCs Distribution received cash for such fraction based on the market value of the BUCs on the record date.
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.
Redemptions of Series A Preferred Units
The Partnership redeemed $10.0 million of Series A Preferred Units in April 2024. After this redemption, the Partnership has no outstanding Series A Preferred Units.
Other Contractual Obligations
We are subject to various guaranty obligations in the normal course of business, and, in most cases, do not anticipate these obligations to result in significant cash payments.
Cash Flows
For the three months ended March 31, 2024, we generated cash of $23.2 million, which was the net result of $3.4 million provided by operating activities, $76.8 million provided by investing activities, and $56.9 million used in financing activities.
Cash provided by operating activities totaled $3.4 million for the three months ended March 31, 2024, as compared to $200,000 generated for the three months ended March 31, 2023. The change between periods was primarily due to the following factors:
Cash provided by investing activities totaled $76.8 million for the three months ended March 31, 2024, as compared to cash used of $35.9 million for the three months ended March 31, 2023. The change between periods was primarily due to the following factors:
75
Cash used in financing activities totaled $56.9 million for the three months ended March 31, 2024, as compared to cash provided of $31.4 million for the three months ended March 31, 2023. 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 mark-to-market 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 80% maximum 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, 2024, our overall Leverage Ratio was approximately 71%.
Off Balance Sheet Arrangements
As of March 31, 2024 and December 31, 2023, we held MRB, GIL, taxable MRB, taxable GIL and certain property loan investments 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.
As of March 31, 2024, we own noncontrolling equity interests in various unconsolidated entities for the development of market rate multifamily and seniors housing properties. We account for these equity interests using the equity method of accounting and the assets, liabilities, and operating results of the underlying entities are not included in our consolidated financial statements.
We have entered into various financial commitments and guaranties. For additional discussions related to commitments and guaranties, see Note 16 to the 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 19 to the condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to the Partnership’s condensed consolidated financial statements.
76
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 17 to Partnership's condensed consolidated financial statements).
77
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 May 7, 2024:
Property Name |
|
Investment |
|
|
Senior Bond |
|
Street |
|
City |
|
County |
|
State |
|
Zip |
|
The Safford Apartments |
|
$ |
12,216,179 |
|
|
10/10/2026 |
|
8740 North Silverbell Road |
|
Marana |
|
Pima |
|
AZ |
|
85743 |
CCBA Senior Garden Apartments |
|
|
3,807,000 |
|
|
7/1/2037 |
|
438 3rd Ave |
|
San Diego |
|
San Diego |
|
CA |
|
92101 |
Courtyard Apartments |
|
|
10,230,000 |
|
|
12/1/2033 |
|
4127 W. Valencia Dr |
|
Fullerton |
|
Orange |
|
CA |
|
92833 |
Glenview Apartments |
|
|
4,670,000 |
|
|
12/1/2031 |
|
2361 Bass Lake Rd |
|
Cameron Park |
|
El Dorado |
|
CA |
|
95682 |
Harden Ranch Apartments |
|
|
6,960,000 |
|
|
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 |
|
|
6,900,000 |
|
|
1/1/2034 |
|
941 Sunset Garden Lane |
|
Simi Valley |
|
Ventura |
|
CA |
|
93065 |
Las Palmas II Apartments |
|
|
1,695,000 |
|
|
11/1/2033 |
|
51075 Frederick Street |
|
Coachella |
|
Riverside |
|
CA |
|
92236 |
Lutheran Gardens Apartments |
|
|
10,352,000 |
|
|
2/1/2025 |
|
2347 E. El Segundo Boulevard |
|
Compton |
|
Los Angeles |
|
CA |
|
90222 |
Montclair Apartments |
|
|
2,530,000 |
|
|
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 |
|
|
720,000 |
|
|
7/1/2036 |
|
13728 San Pablo Avenue |
|
San Pablo |
|
Contra Costa |
|
CA |
|
94806 |
Ocotillo Springs |
|
|
2,480,813 |
|
|
8/1/2038 |
|
1615 I St |
|
Brawley |
|
Imperial |
|
CA |
|
92227 |
Poppy Grove I |
|
|
25,846,000 |
|
|
4/1/2025 |
|
10149 Bruceville Road |
|
Elk Grove |
|
Sacramento |
|
CA |
|
95624 |
Poppy Grove II |
|
|
12,541,300 |
|
|
4/1/2025 |
|
10149 Bruceville Road |
|
Elk Grove |
|
Sacramento |
|
CA |
|
95624 |
Poppy Grove III |
|
|
20,550,000 |
|
|
4/1/2025 |
|
10149 Bruceville Road |
|
Elk Grove |
|
Sacramento |
|
CA |
|
95624 |
Residency at Empire (2) |
|
|
33,000,000 |
|
|
12/31/2040 |
|
2814 W Empire Avenue |
|
Burbank |
|
Los Angeles |
|
CA |
|
91504 |
Residency at the Entrepreneur (3) |
|
|
39,400,000 |
|
|
3/31/2040 |
|
1657-1661 North Western Avenue |
|
Hollywood |
|
Los Angeles |
|
CA |
|
90027 |
Residency at the Mayer (4) |
|
|
42,000,000 |
|
|
4/1/2039 |
|
5500 Hollywood Boulevard |
|
Hollywood |
|
Los Angeles |
|
CA |
|
90028 |
San Vicente Townhomes |
|
|
3,495,000 |
|
|
11/1/2033 |
|
250 San Vicente Road |
|
Soledad |
|
Monterey |
|
CA |
|
93960 |
Santa Fe Apartments |
|
|
1,565,000 |
|
|
12/1/2031 |
|
16576 Sultana St |
|
Hesperia |
|
San Bernardino |
|
CA |
|
92345 |
Seasons Lakewood Apartments |
|
|
7,350,000 |
|
|
1/1/2034 |
|
21309 Bloomfield Ave |
|
Lakewood |
|
Los Angeles |
|
CA |
|
90715 |
Seasons San Juan Capistrano Apartments |
|
|
12,375,000 |
|
|
1/1/2034 |
|
31641 Rancho Viejo Rd |
|
San Juan Capistrano |
|
Orange |
|
CA |
|
92675 |
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 |
|
|
6,423,000 |
|
|
12/1/2033 |
|
6200 Victor Street |
|
Bakersfield |
|
Kern |
|
CA |
|
93308 |
Sycamore Walk |
|
|
2,132,000 |
|
|
1/1/2033 |
|
380 Pacheco Road |
|
Bakersfield |
|
Kern |
|
CA |
|
93307 |
Tyler Park Townhomes |
|
|
2,075,000 |
|
|
1/1/2030 |
|
1120 Heidi Drive |
|
Greenfield |
|
Monterey |
|
CA |
|
93927 |
Village at Madera Apartments |
|
|
3,085,000 |
|
|
12/1/2033 |
|
501 Monterey St |
|
Madera |
|
Madera |
|
CA |
|
93637 |
Vineyard Gardens |
|
|
995,000 |
|
|
1/1/2035 |
|
2800 E Vineyard Ave |
|
Oxnard |
|
Ventura |
|
CA |
|
93036 |
Westside Village Apartments |
|
|
3,970,000 |
|
|
1/1/2030 |
|
595 Vera Cruz Way |
|
Shafter |
|
Kern |
|
CA |
|
93263 |
Osprey Village |
|
|
60,000,000 |
|
|
8/1/2024 |
|
151 N. Osprey Village Road |
|
Kissimmee |
|
Osceola |
|
FL |
|
34758 |
Handsel Morgan Village |
|
|
2,150,000 |
|
|
3/1/2041 |
|
Elliot and South Street |
|
Buford |
|
Gwinnett |
|
GA |
|
30518 |
Magnolia Heights |
|
|
28,518,546 |
|
|
7/1/2024 |
|
10156 Magnolia Heights Circle |
|
Covington |
|
Newton |
|
GA |
|
30014 |
MaryAlice Circle |
|
|
5,900,000 |
|
|
3/1/2041 |
|
Arnold Street and Gwinnett Street |
|
Buford |
|
Gwinnett |
|
GA |
|
30518 |
Willow Place Apartments |
|
|
26,500,000 |
|
|
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 |
Woodington Gardens Apartments |
|
|
33,727,000 |
|
|
5/1/2029 |
|
201 South Athol Avenue |
|
Baltimore |
|
Baltimore |
|
MD |
|
21229 |
Legacy Commons at Signal Hills |
|
|
34,620,000 |
|
|
8/1/2024 |
|
50 Signal Hills Center |
|
West Saint Paul |
|
Dakota |
|
MN |
|
55118 |
Jackson Manor Apartments |
|
|
4,813,818 |
|
|
5/1/2038 |
|
332 Josanna Street |
|
Jackson |
|
Hinds |
|
MS |
|
39202 |
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 |
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 |
The Ivy Apartments |
|
|
30,500,000 |
|
|
2/1/2030 |
|
151 Century Drive |
|
Greenville |
|
Greenville |
|
SC |
|
29607 |
The Palms at Premier Park |
|
|
20,152,000 |
|
|
1/1/2050 |
|
1155 Clemson Frontage Road |
|
Columbia |
|
Richland |
|
SC |
|
29229 |
Park at Sondrio Apartments |
|
|
39,200,000 |
|
|
1/1/2030 |
|
3500 Pelham Road |
|
Greenville |
|
Greenville |
|
SC |
|
29615 |
Park at Vietti Apartments |
|
|
27,865,000 |
|
|
1/1/2030 |
|
1000 Hunt Club Lane |
|
Spartanburg |
|
Spartanburg |
|
SC |
|
29301 |
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 |
Windsor Shores Apartments |
|
|
22,350,000 |
|
|
2/1/2030 |
|
1000 Windsor Shores Drive |
|
Columbia |
|
Richland |
|
SC |
|
29223 |
Arbors of Hickory Ridge Apartments |
|
|
11,581,925 |
|
|
1/1/2049 |
|
6296 Lake View Trail |
|
Memphis |
|
Shelby |
|
TN |
|
38115 |
Angle Apartments |
|
|
21,000,000 |
|
|
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 |
|
|
10,211,961 |
|
|
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) |
|
|
3,470,000 |
|
|
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 |
Crossing at 1415 |
|
|
7,590,000 |
|
|
12/1/2052 |
|
1415 Babcock Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78201 |
Concord at Gulf Gate Apartments |
|
|
9,185,000 |
|
|
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 |
|
|
19,820,000 |
|
|
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 |
Heights at 515 |
|
|
6,435,000 |
|
|
12/1/2052 |
|
515 Exeter Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78209 |
Heritage Square Apartments |
|
|
11,185,000 |
|
|
9/1/2051 |
|
515 S. Sugar Rd |
|
Edinburg |
|
Hidalgo |
|
TX |
|
78539 |
Oaks at Georgetown Apartments |
|
|
12,330,000 |
|
|
1/1/2034 |
|
550 W 22nd St |
|
Georgetown |
|
Williamson |
|
TX |
|
78626 |
Runnymede Apartments |
|
|
10,825,000 |
|
|
10/1/2024 |
|
1101 Rutland Drive |
|
Austin |
|
Travis |
|
TX |
|
78758 |
Sandy Creek Apartments |
|
|
17,677,318 |
|
|
9/1/2026 |
|
1828 Sandy Point Road |
|
Bryan |
|
Brazos |
|
TX |
|
77807 |
South Park Ranch Apartment Homes |
|
|
10,919,860 |
|
|
12/1/2049 |
|
9401 S 1st Street |
|
Austin |
|
Travis |
|
TX |
|
78748 |
15 West Apartments |
|
|
4,850,000 |
|
|
7/1/2054 |
|
401 15th Street |
|
Vancouver |
|
Clark |
|
WA |
|
98660 |
|
|
$ |
1,032,451,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
78
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The primary components of our market risk as of March 31, 2024 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 mortgage 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.
The current interest rate environment, the recent inflationary environment, and the risk of a potential recession have contributed to increasing market risk. See the information 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, 2023 for additional information.
Interest Rate Risk
The Federal Reserve continues to evaluate economic data in assessing whether to make changes to the Federal Funds Rate, which in turn, influences market expectations for current and future interest rate levels. Persistent inflation readings above the Federal Reserve’s stated 2% target and the Federal Reserve’s reduction in its balance sheet of US treasury bonds and mortgage-backed securities continues to contribute to volatility in the fixed income markets. 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 MRB, GIL, and property loan investments and the debt used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates. The majority of our MRB investments bear interest at fixed rates. Our GIL and property loan investments predominantly bear interest at variable rates and are subject to interest rate floors.
We regularly hedge our exposure to changes in interest rates where we have financed fixed rate investment assets with variable rate debt financing by executing SOFR-denominated interest rate swaps. Though the variable rate indices of our debt financing and interest rate swaps may differ, the interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future.
The following table sets forth information regarding the impact on our net interest income assuming various changes in short-term interest rates as of March 31, 2024:
Description |
|
- 50 basis points |
|
|
- 25 basis points |
|
|
+ 50 basis points |
|
|
+ 100 basis points |
|
|
+ 200 basis points |
|
|||||
TOB Debt Financings |
|
$ |
2,115,000 |
|
|
$ |
1,057,500 |
|
|
$ |
(2,115,000 |
) |
|
$ |
(4,230,000 |
) |
|
$ |
(8,459,999 |
) |
TEBS Debt Financings |
|
|
77,146 |
|
|
|
38,573 |
|
|
|
(77,146 |
) |
|
|
(154,292 |
) |
|
|
(308,584 |
) |
Other Financings & Derivatives |
|
|
(1,715,410 |
) |
|
|
(857,705 |
) |
|
|
1,715,410 |
|
|
|
3,430,820 |
|
|
|
6,861,640 |
|
Variable Rate Investments |
|
|
(424,507 |
) |
|
|
(212,253 |
) |
|
|
424,507 |
|
|
|
849,013 |
|
|
|
1,698,026 |
|
Net Interest Income Impact |
|
$ |
52,229 |
|
|
$ |
26,115 |
|
|
$ |
(52,229 |
) |
|
$ |
(104,459 |
) |
|
$ |
(208,917 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per BUC Impact (1) |
|
$ |
0.002 |
|
|
$ |
0.001 |
|
|
$ |
(0.002 |
) |
|
$ |
(0.005 |
) |
|
$ |
(0.009 |
) |
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 SOFR yield curve and the resulting implied forward rates are realized as a component of this shift in the curve. The table does not reflect any non-cash unrealized gains (losses) on interest rate swaps caused by the assumed changes in interest rates. Assumptions include anticipated interest rates; relationships between different interest rate indices such as SOFR and SIFMA; and outstanding investment, debt financing and interest rate derivative positions. No assurance can be made that the assumptions included in the Table presented
79
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 we do not act to change our sensitivity to the movement in interest rates. As the above information incorporates only those material positions or exposures that existed as of March 31, 2024, it does not consider those exposures or positions that have arisen or 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 our leverage bears interest at short term variable interest rates. Our remaining 32% of leverage has fixed interest rates. Of those assets funded with short term variable rate debt facilities, approximately 24% bear interest at a variable rate as well. While there is some basis risk between the interest cost associated with our debt financing arrangements 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 hedge some, but not all, of the potential increases 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.
For information on our debt financing and interest rate derivatives see Notes 13 and 15, respectively.
Credit Risk
Our primary credit risk is the risk of default on our investment in MRBs, GILs and property loans collateralized by multifamily residential, seniors housing and skilled nursing properties. The MRB and GIL investments are not direct obligations of the governmental authorities that issue the MRB or GIL and are not guaranteed by such authorities or any issuer. In addition, the MRB, GIL and the associated property loan investments are non-recourse obligations of the property owner. As a result, the primary sources of principal and interest payments on our MRB, GIL and property loan investments are 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 GIL and construction financing property loan investments have full to limited guaranties of construction completion and payment of principal and accrued interest on the GIL and property loan investments, so we 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 loan investments, 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 issues, and natural disasters can affect the economic operations of a multifamily residential property. Rental rates for set-aside units at affordable multifamily properties are typically tied to certain percentages of the area median income. Increases in area median income are not necessarily correlated to inflationary increases in property operating expenses. A significant mismatch between area median income growth and increased property operating expenses could negatively impact net operating cash flows available to pay debt service. If AMI declines on a year-over-year basis, rents could need to be reduced.
Certain MRB, GIL, and construction financing property loan investments that fund the construction of new affordable multifamily properties may have variable interest rates. Since there are little to no operating cash flows during the construction and lease-up periods for new properties, borrowers utilize capitalized interest reserves to fund debt service prior to stabilization. Increases in market interest rates will cause an increase in debt service costs where variable rate financing is used. If interest rate increases are large enough, such capitalized interest reserves and other budgeted contingencies may be insufficient to pay all debt service through stabilization. Such cost overruns may cause defaults on our construction financing investments if other funding sources are not available to the borrowers or if related guarantors fail to meet their obligations.
80
Defaults on our MRB, GIL, or property loan investments may reduce the amount of future cash available for distribution to Unitholders. In addition, if a property’s net operating cash flow declines, it may affect the market value of the property, which may result in net proceeds from the ultimate sale or refinancing of the property to be insufficient to repay the entire principal balance of our MRB, GIL or property loan investment. In the event of a default, we will have the right to foreclose on the mortgage or deed of trust on the property securing the investment. If we take ownership of the property securing a defaulted MRB or GIL investment, we will be entitled to all net operating cash flows generated by the property and will be subject to risks associated with ownership of multifamily real estate. If such an event occurs, these investments will not provide tax-exempt income. In the event of default, we will likely be required to repay debt secured by our investment using available liquidity or arrange alternative financing, if available, which is likely to be at less favorable terms. Such occurrences will negatively impact our overall available liquidity.
We actively manage the credit risks associated with our MRB, GIL, and property loan investments 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 MRB investments. We have significant geographic concentrations 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, 2024 |
|
|
December 31, 2023 |
|
||
Texas |
|
|
31 |
% |
|
|
32 |
% |
California |
|
|
27 |
% |
|
|
25 |
% |
South Carolina |
|
|
20 |
% |
|
|
21 |
% |
Mortgage Revenue Bonds Sensitivity Analysis
Third-party pricing services are used to value our MRB investments. 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 MRB investments. 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. The effective yield for each MRB has historically trended with, although is not directly influenced by, medium and long-term interest rate movements. Our valuation service provider uses tax-exempt and taxable housing curves published by Municipal Market Data to estimate the value of our MRB investments. Our valuation service provider primarily uses the A rated Tax Exempt Housing Sector Yield Curve, which increased by an average of 28 basis points across the curve as of March 31, 2024 compared to December 31, 2023. The 10 year and 30 year United States Treasury yield increased 32 and 31 basis points, respectively, during the first three months of 2024. The 5 year and 10 year SOFR swap rate increased 45 and 36 basis points, respectively, during the first three months of 2024. These interest rate changes have a direct effect on the market value of our MRB portfolio, but do not directly impact a borrower's ability to meet its obligations as our MRB investments have predominantly fixed interest rates.
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 our MRB investments as of March 31, 2024:
Description |
|
Estimated Fair |
|
|
Range of Effective |
|
Range of Effective |
|
Additional |
|
||||||
Mortgage Revenue Bonds (1) |
|
$ |
942,746 |
|
|
2.6% |
- 8.0% |
|
|
2.9 |
% |
-8.8% |
|
$ |
23,643 |
|
Real Estate Valuation Risk
Our JV Equity Investments fund the construction, stabilization and sale of market-rate multifamily real estate. The realizable property values for such investments are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by, market cap rates, the operating results of the property, local market conditions and competition, and interest rates on mortgage financing. We have noticed market cap rates are trending upward due to, though not limited to, the current economic environment and increasing interest rates. We have also noted that rental rates may be decreasing in certain markets, which would lower property operating results leading to a reduction in property valuations. Operating results of real estate properties may be affected by many factors, such as the number of tenants, the rental and fee rates, operating expenses, the cost of repairs and maintenance, taxes, debt
81
service requirements, competition from other similar multifamily rental properties and general and local economic conditions. In addition, all outstanding financing directly secured by such real estate properties must be repaid upon sale. Lower sales proceeds may prevent us from collecting our accrued preferred return or the return of our original investment equity, which would result in realized losses on our investments.
Reinvestment Risk
MRB investments may have optional call features that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity. These optional call features may be at either par or premiums to par. In addition, our GIL and most property loan investments 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 investment opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time. In addition, rising interest rates and construction costs could limit the ability of developers to initiate new projects for us to finance with MRB, GIL, and property loan investments.
Similarly, we are subject to reinvestment risk on the return of capital from sales of JV Equity Investments. Our strategy involves making JV Equity Investments for the development, stabilization and sale of market-rate multifamily rental properties. Our initial equity contributions are returned upon sale of the underlying properties, at which time we will look to reinvest the capital into new JV Equity Investments or other investments. Fewer new investment opportunities may result from negative changes in various economic factors and those new investments that we do make 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 on construction loans and increasing construction costs. We have observed declining availability of credit and tighter credit underwriting standards for banks that provide construction financing for our JV Equity Investments, which may result in lower loan proceeds and higher rates on construction loans in the near-term such that new investment profitability is negatively impacted or more difficult to originate. 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 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. 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 most recent quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
82
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, 2023, 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, 2024.
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:
10.1 |
|
|
|
|
|
10.2 |
|
|
|
|
|
10.3 |
|
|
|
|
|
10.4 |
|
|
|
|
|
10.5 |
|
|
|
|
|
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, 2024 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets on March 31, 2024 and December 31, 2023, (ii) the Condensed Consolidated Statements of Operations for the periods ended March 31, 2024 and 2023, (iii) the Condensed Consolidated Statements of Comprehensive Income for the periods ended March 31, 2024 and 2023, (iv) the Condensed Consolidated Statements of Partners’ Capital for the periods ended March 31, 2024 and 2023, (v) the Condensed Consolidated Statements of Cash Flows for the periods ended March 31, 2024 and 2023, 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) |
83
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.
GREYSTONE HOUSING IMPACT INVESTORS LP
Date: May 8, 2024 |
|
By: |
|
/s/ Kenneth C. Rogozinski |
|
|
|
|
Kenneth C. Rogozinski |
|
|
|
|
Chief Executive Officer |
Date: May 8, 2024 |
|
By: |
|
/s/ Jesse A. Coury |
|
|
|
|
Jesse A. Coury |
|
|
|
|
Chief Financial Officer |
84
