10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2022


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

For the transition period from to

Commission File Number: 000-24843

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

(Exact name of registrant as specified in its charter)


Delaware		47-0810385
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14301 FNB Parkway, Suite 211, Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

(402) 952-1235
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in America First Multifamily Investors, L.P.	ATAX	The NASDAQ Stock Market, LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of April 30, 2022, the registrant had approximately 22,017,914 Beneficial Unit Certificates representing assignments of limited partnership interests outstanding.

INDEX

PART I – FINANCIAL INFORMATION


Item 1	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Partners’ Capital	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4	Controls and Procedures	70

PART II – OTHER INFORMATION
Item 1A	Risk Factors	71
Item 6	Exhibits	71
SIGNATURES		72

Forward-Looking Statements

This Quarterly Report (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties contained in this report, and accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in Item 1A of America First Multifamily Investors, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2021 and in this report.

These forward-looking statements are subject, but not limited, to various risks and uncertainties, including those relating to:

•

defaults on the mortgage loans securing our mortgage revenue bonds (“MRBs”) and governmental issuer loans (“GILs”);

•

the competitive environment in which we operate;

•

risks associated with investing in multifamily, student, senior citizen residential properties and commercial properties;

•

general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, international conflicts, and the novel coronavirus (“COVID-19”) on business operations, employment, and financial conditions;

•

changes in interest rates;

•

our ability to access debt and equity capital to finance our assets;

•

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

•

potential exercising of redemption rights by the holders of the Series A Preferred Units;

•

local, regional, national and international economic and credit market conditions;

•

recapture of previously issued Low Income Housing Tax Credits (“LIHTCs”) in accordance with Section 42 of the Internal Revenue Code (“IRC”);

•

geographic concentration of properties related to our investments; and

•

changes in the U.S. corporate tax code and other government regulations affecting our business.

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

All references to “we,” “us,” “our” and the “Partnership” in this report mean America First Multifamily Investors, L.P. (“ATAX”), its wholly owned subsidiaries and its consolidated variable interest entities. See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report for additional details.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2022			December 31, 2021
Assets:
Cash and cash equivalents	$	118,330,462		$	68,285,501
Restricted cash		44,125,301			83,646,969
Interest receivable, net		7,001,608			9,234,412
Mortgage revenue bonds held in trust, at fair value (Note 6)		714,524,298			750,934,848
Mortgage revenue bonds, at fair value (Note 6)		20,431,600			42,574,996
Governmental issuer loans (Note 7)		201,649,588			184,767,450
Real estate assets: (Note 8)
Land and improvements		7,411,079			7,411,079
Buildings and improvements		73,062,928			72,998,475
Real estate assets before accumulated depreciation		80,474,007			80,409,554
Accumulated depreciation		(21,379,622	)		(20,701,922	)
Net real estate assets		59,094,385			59,707,632
Investments in unconsolidated entities (Note 9)		107,679,013			107,793,522
Property loans, net of loan loss allowances (Note 10)		104,350,527			68,101,268
Other assets (Note 12)		18,715,506			10,862,885
Total Assets	$	1,395,902,288		$	1,385,909,483

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 13)	$	12,537,279		$	13,664,212
Distribution payable		9,721,430			12,757,459
Secured lines of credit (Note 14)		30,199,000			45,714,000
Debt financing, net (Note 15)		882,453,664			820,078,714
Mortgages payable and other secured financing, net (Note 16)		26,683,361			26,824,543
Total Liabilities		961,594,734			919,038,928

Commitments and Contingencies (Note 18)

Redeemable Preferred Units, $94.5 million redemption value, 9.5 million issued and outstanding, net (Note 19)		94,467,522			94,458,528

Partnersʼ Capital:
General Partner (Note 1)		588,267			765,550
Beneficial Unit Certificates ("BUCs," Note 1)		339,251,765			371,646,477
Total Partnersʼ Capital		339,840,032			372,412,027
Total Liabilities and Partnersʼ Capital	$	1,395,902,288		$	1,385,909,483

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended March 31,
	2022				2021
Revenues:
Investment income	$	14,403,403			$	12,388,241
Property revenues		1,927,001				1,694,524
Other interest income		2,875,967				304,723
Total revenues		19,206,371				14,387,488
Expenses:
Real estate operating (exclusive of items shown below)		1,064,562				1,007,840
Depreciation and amortization		683,662				683,460
Interest expense		3,937,131				5,226,475
General and administrative		3,681,838				3,285,708
Total expenses		9,367,193				10,203,483
Other Income:
Gain on sale of investments in unconsolidated entities		16,439,750				2,809,106
Income before income taxes		26,278,928				6,993,111
Income tax expense		14,910				257
Net income		26,264,018				6,992,854
Redeemable Preferred Unit distributions and accretion		(717,744	)			(717,763	)
Net income available to Partners	$	25,546,274			$	6,275,091

Net income available to Partners allocated to:
General Partner	$	2,737,044			$	736,936
Limited Partners - BUCs		22,729,198				5,526,202
Limited Partners - Restricted units		80,032				11,953
	$	25,546,274			$	6,275,091
BUC holders' interest in net income per BUC, basic and diluted	$	1.03		*	$	0.27		*
Weighted average number of BUCs outstanding, basic		22,016,636		*		20,230,287		*
Weighted average number of BUCs outstanding, diluted		22,016,636		*		20,230,287		*

* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs. The amounts indicated in the Condensed Consolidated Statements of Operations have been adjusted to reflect the one-for-three reverse unit split on a retroactive basis.

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	For the Three Months Ended March 31,
	2022			2021
Net income	$	26,264,018		$	6,992,854
Unrealized loss on securities		(47,751,656	)		(16,298,797	)
Unrealized loss on bond purchase commitments		(819,081	)		(120,970	)
Comprehensive income (loss)	$	(22,306,719	)	$	(9,426,913	)

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)


	General Partner			# of BUCs - Restricted and Unrestricted		BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2021	$	765,550			22,094,159	$	371,646,477		$	372,412,027		$	114,040,260
Distributions paid or accrued ($0.33 per BUC):*
Distribution of Tier 2 income (Note 3)		(2,430,358	)		-		(7,291,072	)		(9,721,430	)		-
Net income allocable to Partners		2,737,044			-		22,809,230			25,546,274			-
Restricted unit compensation expense		1,739			-		172,159			173,898			-
Unrealized loss on securities		(477,517	)		-		(47,274,139	)		(47,751,656	)		(47,751,656	)
Unrealized loss on bond purchase commitments		(8,191	)		-		(810,890	)		(819,081	)		(819,081	)
Balance as of March 31, 2022	$	588,267			22,094,159	$	339,251,765		$	339,840,032		$	65,469,523


	General Partner			# of BUCs - Restricted and Unrestricted		BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2020	$	934,892			20,274,558	$	358,837,150		$	359,772,042		$	132,594,007
Distributions paid or accrued ($0.27 per BUC):*
Regular distribution		(34,013	)		-		(3,367,301	)		(3,401,314	)		-
Distribution of Tier 2 income (Note 3)		(702,277	)		-		(2,106,829	)		(2,809,106	)		-
Net income allocable to Partners		736,936			-		5,538,155			6,275,091			-
Restricted unit compensation expense		781			-		77,333			78,114			-
Unrealized loss on securities		(162,988	)		-		(16,135,809	)		(16,298,797	)		(16,298,797	)
Unrealized loss on bond purchase commitments		(1,210	)		-		(119,760	)		(120,970	)		(120,970	)
Balance as of March 31, 2021	$	772,121			20,274,558	$	342,722,939		$	343,495,060		$	116,174,240

* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs. Per BUC amounts set forth in the Condensed Consolidated Statements of Partners’ Capital have been adjusted to reflect the one-for-three reverse unit split on a retroactive basis.

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net income	$	26,264,018		$	6,992,854
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		683,662			683,460
Amortization of deferred financing costs		451,472			206,386
Gain on sale of investments in unconsolidated entities		(16,439,750	)		(2,809,106	)
Recovery of prior credit loss		(5,279	)		-
Gain on derivatives, net of cash paid		(2,394,986	)		(5,873	)
Restricted unit compensation expense		173,898			78,114
Bond premium/discount amortization		(109,021	)		(34,531	)
Debt premium amortization		(10,148	)		(10,136	)
Deferred income tax expense & income tax payable/receivable		14,909			257
Change in preferred return receivable from unconsolidated entities, net		(191,505	)		3,214,267
Changes in operating assets and liabilities
(Increase) decrease in interest receivable		2,231,487			(584,560	)
Increase in other assets		(233,754	)		(288,363	)
Increase (decrease) in accounts payable and accrued expenses		(1,127,714	)		14,585
Net cash provided by operating activities		9,307,289			7,457,354
Cash flows from investing activities:
Capital expenditures		(64,453	)		(25,023	)
Acquisition of and advances on mortgage revenue bonds		(69,365,000	)		(2,071,500	)
Acquisition of and advances on taxable mortgage revenue bonds		(6,325,000	)		-
Advances on governmental issuer loans		(16,882,138	)		(39,067,599	)
Advances on taxable governmental issuer loan		-			(1,000,000	)
Advances on property loans		(38,638,389	)		(3,000,000	)
Contributions to unconsolidated entities		(12,776,841	)		(1,425,562	)
Proceeds from sale of investments in unconsolidated entities		28,679,750			13,234,106
Return of investments in unconsolidated entities		842,855			-
Principal payments received on mortgage revenue bonds and contingent interest		79,635,980			8,778,919
Principal payments received on taxable mortgage revenue bonds		2,558			2,337
Principal payments received on property loans and contingent interest		3,250,980			-
Net cash used in investing activities		(31,639,698	)		(24,574,322	)
Cash flows from financing activities:
Distributions paid		(13,466,209	)		(4,395,033	)
Proceeds from debt financing		109,330,000			39,594,000
Principal payments on debt financing		(46,527,429	)		(1,317,897	)
Principal payments on mortgages payable		(141,268	)		(124,489	)
Principal borrowing on unsecured lines of credit		-			11,022,445
Principal payments on unsecured lines of credit		-			(18,497,445	)
Principal payments on secured lines of credit		(15,515,000	)		-
Increase (decrease) in security deposit liability related to restricted cash		(6,259	)		34,147
Debt financing and other deferred costs		(818,133	)		(648,623	)
Net cash provided by financing activities		32,855,702			25,667,105
Net increase in cash, cash equivalents and restricted cash		10,523,293			8,550,137
Cash, cash equivalents and restricted cash at beginning of period		151,932,470			122,990,586
Cash, cash equivalents and restricted cash at end of period	$	162,455,763		$	131,540,723

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	5,470,198		$	4,829,842
Supplemental disclosure of noncash investing and financing activities:
Distributions declared but not paid for BUCs and General Partner	$	9,721,430		$	6,210,420
Distributions declared but not paid for Series A Preferred Units		708,750			708,750
Capital expenditures financed through accounts payable		-			1,309
Deferred financing costs financed through accounts payable		7,040			57,688

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of such amounts shown in the condensed consolidated statements of cash flows:


	March 31, 2022		March 31, 2021
Cash and cash equivalents	$	118,330,462	$	53,277,371
Restricted cash		44,125,301		78,263,352
Total cash, cash equivalents and restricted cash	$	162,455,763	$	131,540,723

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

America First Multifamily Investors, L.P. (the “Partnership”) was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act primarily for the purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds (“MRBs”) that have been issued to provide construction and/or permanent financing for affordable multifamily and student housing residential properties and commercial properties. The Partnership has also invested in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. The Partnership expects and believes the interest earned on these MRBs and GILs is excludable from gross income for federal income tax purposes. The Partnership may also invest in other types of securities, including taxable MRBs and taxable GILs secured by real estate and may make property loans to multifamily residential properties which may or may not be financed by MRBs or GILs held by the Partnership and may or may not be secured by real estate.

The Partnership also makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or a sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until their “highest and best use” can be determined by management.

The Partnership is governed by the First Amended and Restated Agreement of Limited Partnership dated September 15, 2015, as further amended (the “Partnership Agreement”). Mortgage investments, as defined in the Partnership Agreement, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans. The Partnership Agreement authorizes the Partnership to make investments in tax-exempt securities other than in mortgage investments provided that the tax-exempt investments are rated in one of the four highest rating categories by a national securities rating agency. The Partnership Agreement also allows the Partnership to invest in other securities whose interest may be taxable for federal income tax purposes. Total tax-exempt investments and other investments cannot exceed 25% of the Partnership's total assets at the time of acquisition as required under the Partnership Agreement. Tax-exempt investments and other investments primarily consist of real estate assets and investments in unconsolidated entities. In addition, the amount of other investments is limited based on the conditions to the exemption from registration under the Investment Company Act of 1940.

The Partnership’s sole general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or “General Partner”). The general partner of AFCA 2 is Greystone AF Manager LLC (“Greystone Manager”), an affiliate of Greystone & Co. II LLC (collectively with its affiliates, “Greystone”).

The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partnership interests to investors (“BUC holders”). The Partnership has designated three series of non-cumulative, non-voting, non-convertible preferred units (collectively, the “Preferred Units”) that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Series A Preferred Units were previously issued pursuant to subscription agreements with five financial institutions and are redeemable in the future (Note 19). The Partnership had not yet issued Series A-1 Preferred Units or Series B Preferred Units as of March 31, 2022. The holders of the BUCs and Preferred Units are referred to herein collectively as “Unitholders.”

2. Summary of Significant Accounting Policies

Consolidation

The “Partnership,” as used herein, includes America First Multifamily Investors, L.P., its consolidated subsidiaries and consolidated variable interest entities (Note 5). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:

•

ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the M24 Tax Exempt Bond Securitization (“TEBS”) Financing (“M24 TEBS Financing”) with the Federal Home Loan Mortgage Corporation (“Freddie Mac”);

•

ATAX TEBS II, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M31 TEBS Financing” with Freddie Mac;

•

ATAX TEBS III, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M33 TEBS Financing” with Freddie Mac;

•

ATAX TEBS IV, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M45 TEBS Financing” with Freddie Mac;

•

ATAX TEBS Holdings, LLC, a wholly owned subsidiary of the Partnership, which has issued secured notes (“the Secured Notes”) to Mizuho Capital Markets LLC (“Mizuho”);

•

ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, which is committed to loan money or provide equity for the development of multifamily properties;

•

One wholly owned corporation (“the Greens Hold Co”), which owns 100% of The 50/50 MF Property, a real estate asset, and certain property loans; and

•

Lindo Paseo LLC, a wholly owned limited liability company, which owns 100% of the Suites on Paseo MF Property.

The Partnership also consolidates variable interest entities (“VIEs”) in which the Partnership is deemed to be the primary beneficiary.

Impairment of Mortgage Revenue Bonds and Taxable Mortgage Revenue Bonds

The Partnership accounts for its investments in MRBs and taxable MRBs under the accounting guidance for certain investments in debt and equity securities. The Partnership's investments in these instruments are classified as available-for-sale debt securities and are reported at their estimated fair value. The net unrealized gains or losses on these investments are reflected on the Partnership's condensed consolidated statements of comprehensive income. Unrealized gains and losses do not affect the cash flow of the bonds, distributions to Unitholders, or the characterization of the interest income of the financial obligation of the underlying collateral. See Note 22 for a description of the Partnership's methodology for estimating the fair value of MRBs and taxable MRBs.

The Partnership periodically reviews its MRBs and taxable MRBs for impairment. The Partnership evaluates whether unrealized losses are considered other-than-temporary impairments based on various factors including, but not necessarily limited to, the following:

•

The duration and severity of the decline in fair value;

•

The Partnership’s intent to hold and the likelihood of it being required to sell the security before its value recovers;

•

Adverse conditions specifically related to the security, its collateral, or both;

•

Volatility of the fair value of the security;

•

The likelihood of the borrower being able to make scheduled interest and principal payments;

•

Failure of the issuer to make scheduled interest or principal payments; and

•

Recoveries or additional declines in fair value after the balance sheet date.

While the Partnership evaluates all available information, it focuses specifically on whether the security’s estimated fair value is below amortized cost. If a MRB’s estimated fair value is below amortized cost, and the Partnership has the intent to sell or may be required to sell the MRB prior to the time that its value recovers or until maturity, the Partnership will record an other-than-temporary impairment through earnings equal to the difference between the MRB’s carrying value and its fair value. If the Partnership does not expect to sell an other-than-temporarily impaired MRB, only the portion of the other-than-temporary impairment related to credit losses is recognized through earnings as a provision for credit loss, with the remainder recognized as a component of other comprehensive income. In determining the provision for credit loss, the Partnership compares the present value of cash flows expected to be collected to the MRB’s amortized cost basis.

The recognition of other-than-temporary impairment, provision for credit loss, and the potential impairment analysis are subject to a considerable degree of judgment, the results of which, when applied under different conditions or assumptions, could have a material impact to the condensed consolidated financial statements. If the Partnership experiences deterioration in the values of its MRB portfolio, the Partnership may incur other-than-temporary impairments or provision for credit losses that could negatively impact the Partnership’s financial condition, cash flows, and reported earnings.

Estimates and assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such SEC rules and regulations, although the Partnership believes that the disclosures are adequate to make the information presented not misleading.

The Partnership’s condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021. These condensed consolidated financial statements and notes have been prepared consistently with the 2021 Form 10-K. In the opinion of management, all adjustments (consisting of normal and recurring accruals) necessary to present fairly the Partnership’s financial position as of March 31, 2022, and the results of operations for the interim periods presented, have been made. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying condensed consolidated balance sheet as of December 31, 2021 was derived from the audited annual consolidated financial statements but does not contain all the footnote disclosures from the annual consolidated financial statements.

Risks and Uncertainties

During the first quarter of 2022, the Federal Reserve increased short-term interest rates for the first time since December 2018 and has signaled a series of future short-term interest rate increases to combat inflation in the broader economy. In addition, geopolitical conflicts have impacted the general global economic environment. These factors have caused volatility in the fixed income markets, which has impacted the value of some of the Partnership’s investment assets, particularly fixed-rate MRBs and taxable MRBs. In addition, increases in short-term interest rates will generally result in increases in the interest cost associated with variable rate debt financing arrangements. The extent to which general economic, geopolitical, and financial conditions will impact the Partnership’s financial condition or results of operations in the future is uncertain and actual results and outcomes could differ from current estimates.

Beneficial Unit Certificates (“BUCs”)

The Partnership has issued BUCs representing assigned limited partnership interests to investors. Costs related to the issuance of BUCs are recorded as a reduction to partners’ capital when issued. On April 1, 2022, the Partnership effected a one-for-three reverse unit split (“Reverse Unit Split”) of its outstanding BUCs. As a result of the Reverse Unit Split, holders of BUCs received one BUC for every three BUCs owned at the close of business on April 1, 2022. All fractional BUCs created by the Reverse Unit Split were rounded to the nearest whole BUC, with any fraction equal to or above 0.5 BUC rounded up to the next higher BUC, as provided by the Partnership Agreement. Immediately prior to the Reverse Unit Split, there were 66,049,908 BUCs issued and outstanding, and immediately after the Reverse Unit Split the number of issued and outstanding BUCs decreased to approximately 22,016,636. In connection with the Reverse Unit Split, the CUSIP number for the BUCs changed to 02364V 206. The BUCs continue to trade on the Nasdaq Global Select Market under the trading symbol “ATAX.” The one-for-three Reverse Unit Split has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods presented in the Partnership’s condensed consolidated financial statements.

Restricted Unit Awards (“RUA” or “RUAs”)

The Partnership’s 2015 Equity Incentive Plan (the “Plan”), as approved by the BUC holders in September 2015, permits the grant of RUAs and other awards to the employees of Greystone Manager, or any affiliate, who performs services for Greystone Manager, the Partnership or an affiliate, and members of Greystone Manager’s Board of Managers. The Plan permits total grants of RUAs of up to 1.0 million BUCs, which reflects adjustments made to the number of BUCs that may be granted under the Plan as a result of the Reverse Unit Split.

RUAs have historically been granted with vesting conditions ranging from three months to up to three years. RUAs typically provide for the payment of distributions during the restriction period. The RUAs provide for accelerated vesting if there is a change in control, or upon death or disability of the participant. The Partnership accounts for forfeitures as they occur. Outstanding RUAs were adjusted on a one-for-three basis in conjunction with the Reverse Unit Split effected on April 1, 2022. The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The Partnership accounts for modifications

to RUAs as they occur, if the fair value of the RUAs change, there are changes to vesting conditions or the awards no longer qualify for equity classification.

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326).” ASU 2016-13 enhances the methodology of measuring expected credit losses for financial assets to include the use of reasonable and supportable forward-looking information to better estimate credit losses. ASU 2016-13 also includes changes to the impairment model for available-for-sale debt securities such as the Partnership’s MRBs and taxable MRBs. In November 2019, the FASB issued ASU 2019-10 which amended the mandatory effective dates of certain ASUs, including ASU 2016-13, based on an entity’s filing status. As a smaller reporting company, ASU 2016-13 is effective for the Partnership on January 1, 2023. The Partnership regularly assesses its assets that are within the scope of ASU 2016-13 and has determined that the GILs, taxable GIL, property loans, receivables reported within other assets, financial guarantees, financial commitments, and interest receivable related to such assets, are within the scope of ASU 2016-13. Furthermore, the Partnership has begun developing data collection processes, assessment procedures and internal controls required to implement ASU 2016-13. The Partnership will continue to develop data collection processes, assessment procedures and internal controls that will be required when it does implement ASU 2016-13, and to evaluate the impact to the Partnership's condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities from March 12, 2020 through December 31, 2022. ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. The Partnership has evaluated its population of instruments indexed, either directly or indirectly, to LIBOR and is currently evaluating the impact that the adoption of ASU 2020-04 will have to the Partnership's condensed consolidated financial statements.

3. Partnership Income, Expenses and Cash Distributions

The Partnership Agreement contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations, and for the allocation of income and loss arising from a repayment, sale, or liquidation of investments. Income and losses will be allocated to each Unitholder on a periodic basis, as determined by the General Partner, based on the number of Preferred Units and BUCs held by each Unitholder as of the last day of the period for which such allocation is to be made. Distributions of Net Interest Income and Net Residual Proceeds will be made to each Unitholder of record on the last day of each distribution period based on the number of Preferred Units and BUCs held by each Unitholder on that date. Cash distributions are currently made on a quarterly basis.

For purposes of the Partnership Agreement, income and cash received by the Partnership from its investments in MF Properties, investments in unconsolidated entities, and property loans will be included in the Partnership’s Net Interest Income, and cash distributions received by the Partnership from the sale or redemption of such investments will be included in the Partnership’s Net Residual Proceeds.

The holders of the Preferred Units are entitled to distributions at a fixed rate per annum prior to payment of distributions to other Unitholders.

Net Interest Income (Tier 1) is allocated 99% to the limited partners and BUC holders as a class and 1% to the General Partner. Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) are allocated 75% to the limited partners and BUC holders as a class and 25% to the General Partner. Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) in excess of the maximum allowable amount as set forth in the Partnership Agreement are considered Net Interest Income (Tier 3) and Net Residual Proceeds (Tier 3) and are allocated 100% to the limited partners and BUC holders as a class.

4. Net income per BUC

The Partnership has disclosed basic and diluted net income per BUC in the Partnership's condensed consolidated statements of operations. The unvested RUAs issued under the Plan are considered participating securities and are potentially dilutive. There were no dilutive BUCs for the three months ended March 31, 2022 and 2021.

5. Variable Interest Entities

Consolidated Variable Interest Entities (“VIEs”)

The Partnership has determined the Tender Option Bond (“TOB”), Term TOB and TEBS financings are VIEs where the Partnership is the primary beneficiary. In determining the primary beneficiary of each VIE, the Partnership considered which party has the power to control the activities of the VIE which most significantly impact its financial performance, the risks that the entity was designed to create, and how each risk affects the VIE. The agreements related to the TOB, Term TOB and TEBS financings stipulate the Partnership has the sole right to cause the trusts to sell the underlying assets. If the underlying assets were sold, the extent to which the VIEs will be exposed to gains or losses would result from decisions made by the Partnership.

As the primary beneficiary, the Partnership reports the TOB, Term TOB and TEBS financings on a consolidated basis. The Partnership reports the Floater Certificates related to the TOB trust financings, and the Class A Certificates related to the Term TOB and TEBS financings as secured debt financings on the Partnership's condensed consolidated balance sheets (Note 15). The MRBs, GILs, property loans, taxable MRBs and taxable GIL secured by the TOB, Term TOB and TEBS financings, are reported as assets on the Partnership's condensed consolidated balance sheets (Notes 6, 7, 10 and 12).

The Partnership has determined its investment in Vantage at San Marcos is a VIE where the Partnership is the primary beneficiary. The Partnership may currently require the managing member of the VIE to purchase the Partnership’s equity investment in the VIE at a price equal to the Partnership’s carrying value. If the Partnership were to redeem its investment, the underlying assets of the property would likely need to be sold. If the underlying assets were sold, the extent to which the VIE will be exposed to gains or losses would result from decisions made by the Partnership. The Partnership’s option to redeem its investment in Vantage at San Marcos was not effective until the fourth quarter of 2021. As the primary beneficiary, the Partnership reports the assets and liabilities of Vantage at San Marcos on a consolidated basis, which consist of a real estate asset investment (Note 8), mortgage payable (Note 16), and current liabilities associated with the construction costs of a market-rate multifamily property (Note 13). If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the investment may be deconsolidated.

During 2021, the Partnership consolidated Vantage at Hutto and Vantage at Fair Oaks because it could require the managing member of the VIEs to purchase the Partnership's equity investments in the VIEs at a price equal to the Partnership's carrying value. The Partnership's right to require the managing members of the VIEs to purchase the Partnership's equity investments at a price equal to the Partnership's carrying values was terminated during 2021 upon construction commencement. As such, the Partnership was no longer the primary beneficiary of the VIEs and they were not reported on a consolidated basis as of December 31, 2021.

Non-Consolidated VIEs

The Partnership has variable interests in various entities in the form of MRBs, taxable MRBs, GILs, a taxable GIL, property loans and investments in unconsolidated entities. These variable interests do not allow the Partnership to direct the activities that most significantly impact the economic performance of such VIEs. As a result, the Partnership is not considered the primary beneficiary and does not consolidate the financial statements of these VIEs in the Partnership's condensed consolidated financial statements.

The Partnership held variable interests in 27 and 30 non-consolidated VIEs as of March 31, 2022 and December 31, 2021, respectively. The following table summarizes the Partnership’s maximum exposure to loss associated with its variable interests as of March 31, 2022 and December 31, 2021:


	Maximum Exposure to Loss
	March 31, 2022		December 31, 2021
Mortgage revenue bonds	$	46,900,000	$	51,045,000
Taxable mortgage revenue bonds		4,700,000		2,000,000
Governmental issuer loans		201,649,588		184,767,450
Taxable governmental issuer loan		1,000,000		1,000,000
Property loans		85,686,466		47,274,576
Investments in unconsolidated entities		107,679,013		107,793,522
	$	447,615,067	$	393,880,548

The maximum exposure to loss for the MRBs and taxable MRBs is equal to the cost adjusted for paydowns. The difference between an MRB’s carrying value in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is a function of the unrealized gains or losses on the MRB.

The maximum exposure to loss for the GILs, taxable GIL, property loans and investments in unconsolidated entities is equal to the Partnership’s carrying value.

6. Mortgage Revenue Bonds

The Partnership’s MRBs provide construction and/or permanent financing for income-producing multifamily rental properties and a commercial property. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note 15). The MRBs bear interest at a fixed rate, with the exception of Ocotillo Springs - Series A and Residency at the Mayer - Series A. The Partnership had the following investments in MRBs as of March 31, 2022 and December 31, 2021:


	March 31, 2022
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Courtyard - Series A (4)	CA	$	9,946,753	$	1,024,604	$	-		$	10,971,357
Glenview Apartments - Series A (3)	CA		4,415,410		496,271		-			4,911,681
Harmony Court Bakersfield - Series A (4)	CA		3,626,724		346,376		-			3,973,100
Harmony Terrace - Series A (4)	CA		6,714,249		720,471		-			7,434,720
Harden Ranch - Series A (2)	CA		6,516,422		746,038		-			7,262,460
Las Palmas II - Series A (4)	CA		1,645,451		162,484		-			1,807,935
Montclair Apartments - Series A (3)	CA		2,392,074		250,115		-			2,642,189
Montecito at Williams Ranch Apartments - Series A (6)	CA		7,553,341		1,118,902		-			8,672,243
Montevista - Series A (6)	CA		6,690,631		1,200,903		-			7,891,534
Ocotillo Springs - Series A (6), (7)	CA		15,000,000		-		(139,407	)		14,860,593
Residency at the Mayer - Series A (6)	CA		25,000,000		-		-			25,000,000
San Vicente - Series A (4)	CA		3,392,833		322,437		-			3,715,270
Santa Fe Apartments - Series A (3)	CA		2,897,908		325,711		-			3,223,619
Seasons at Simi Valley - Series A (4)	CA		4,176,070		575,731		-			4,751,801
Seasons Lakewood - Series A (4)	CA		7,152,135		767,459		-			7,919,594
Seasons San Juan Capistrano - Series A (4)	CA		12,041,860		1,292,150		-			13,334,010
Summerhill - Series A (4)	CA		6,245,161		549,974		-			6,795,135
Sycamore Walk - Series A (4)	CA		3,463,432		342,046		-			3,805,478
The Village at Madera - Series A (4)	CA		2,999,583		308,984		-			3,308,567
Tyler Park Townhomes - Series A (2)	CA		5,675,054		396,069		-			6,071,123
Vineyard Gardens - Series A (6)	CA		3,931,794		569,580		-			4,501,374
Westside Village Market - Series A (2)	CA		3,708,639		406,003		-			4,114,642
Brookstone (1)	IL		7,322,902		1,516,656		-			8,839,558
Copper Gate Apartments (2)	IN		4,900,000		253,847		-			5,153,847
Renaissance - Series A (3)	LA		10,696,385		2,253,357		-			12,949,742
Live 929 Apartments - Series 2022A (6)	MD		57,936,697		5,773,703		-			63,710,400
Jackson Manor Apartments (6)	MS		6,900,000		-		-			6,900,000
Gateway Village (6)	NC		2,600,000		-		-			2,600,000
Greens Property - Series A (2)	NC		7,689,000		135,211		-			7,824,211
Lynnhaven Apartments (6)	NC		3,450,000		-		-			3,450,000
Silver Moon - Series A (3)	NM		7,612,010		977,545		-			8,589,555
Village at Avalon (5)	NM		16,038,361		2,330,496		-			18,368,857
Bridle Ridge (1)	SC		7,100,000		-		-			7,100,000
Columbia Gardens (4)	SC		12,679,859		1,027,108		-			13,706,967
Companion at Thornhill Apartments (4)	SC		10,890,749		939,801		-			11,830,550
Cross Creek (1)	SC		6,114,938		1,688,315		-			7,803,253
The Palms at Premier Park Apartments (2)	SC		18,324,884		1,225,159		-			19,550,043
Village at River's Edge (4)	SC		9,709,120		1,292,389		-			11,001,509
Willow Run (4)	SC		12,504,579		1,011,658		-			13,516,237
Arbors at Hickory Ridge (2)	TN		10,715,744		2,601,896		-			13,317,640
Avistar at Copperfield - Series A (6)	TX		13,642,653		1,224,564		-			14,867,217
Avistar at the Crest - Series A (2)	TX		8,991,425		1,013,603		-			10,005,028
Avistar at the Oaks - Series A (2)	TX		7,271,220		843,460		-			8,114,680
Avistar at the Parkway - Series A (3)	TX		12,543,135		1,320,391		-			13,863,526
Avistar at Wilcrest - Series A (6)	TX		5,170,289		293,452		-			5,463,741
Avistar at Wood Hollow - Series A (6)	TX		39,257,891		3,643,887		-			42,901,778
Avistar in 09 - Series A (2)	TX		6,278,415		684,382		-			6,962,797
Avistar on the Boulevard - Series A (2)	TX		15,317,864		1,624,101		-			16,941,965
Avistar on the Hills - Series A (2)	TX		4,978,040		594,960		-			5,573,000
Bruton Apartments (4)	TX		17,495,319		1,898,066		-			19,393,385
Concord at Gulfgate - Series A (4)	TX		18,557,401		2,288,674		-			20,846,075
Concord at Little York - Series A (4)	TX		13,000,337		1,695,377		-			14,695,714
Concord at Williamcrest - Series A (4)	TX		20,138,915		2,554,888		-			22,693,803
Crossing at 1415 - Series A (4)	TX		7,233,425		815,344		-			8,048,769
Decatur Angle (4)	TX		22,023,746		1,497,620		-			23,521,366
Esperanza at Palo Alto (4)	TX		19,033,576		3,014,169		-			22,047,745
Heights at 515 - Series A (4)	TX		6,622,326		746,462		-			7,368,788
Heritage Square - Series A (3)	TX		10,423,972		984,608		-			11,408,580
Oaks at Georgetown - Series A (4)	TX		11,998,071		1,015,133		-			13,013,204
Runnymede (1)	TX		9,675,000		-		-			9,675,000
Southpark (1)	TX		11,383,091		1,354,574		-			12,737,665
15 West Apartments (4)	WA		9,512,911		1,686,767		-			11,199,678
Mortgage revenue bonds held in trust		$	648,919,774	$	65,743,931	$	(139,407	)	$	714,524,298

(1)

MRBs owned by ATAX TEBS I, LLC (M24 TEBS), Note 15

(2)

MRBs owned by ATAX TEBS II, LLC (M31 TEBS), Note 15

(3)

MRBs owned by ATAX TEBS III, LLC (M33 TEBS), Note 15

(4)

MRBs owned by ATAX TEBS IV, LLC (M45 TEBS), Note 15

(5)

MRB held by Morgan Stanley in a debt financing transaction, Note 15

(6)

MRBs held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 15

(7)

As of the date presented, the MRB had been in a cumulative unrealized loss position for less than 12 consecutive months and is not considered a credit loss as of March 31, 2022. The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not other-than-temporary.


	March 31, 2022
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Lutheran Gardens	CA	$	10,352,000	$	204,631	$	-		$	10,556,631
Solano Vista - Series A	CA		2,644,859		438,223		-			3,083,082
Meadow Valley (1)	MI		100,000		-		(1,000,766	)		(900,766	)
Greens Property - Series B	NC		919,300		24,961		-			944,261
Provision Center 2014-1	TN		4,298,735		-		-			4,298,735
Avistar at the Crest - Series B	TX		729,195		57,729		-			786,924
Avistar at the Oaks - Series B	TX		533,956		39,826		-			573,782
Avistar at the Parkway - Series B	TX		123,497		27,133		-			150,630
Avistar in 09 - Series B	TX		440,466		32,853		-			473,319
Avistar on the Boulevard - Series B	TX		433,290		31,712		-			465,002
Mortgage revenue bonds held by the Partnership		$	20,575,298	$	857,068	$	(1,000,766	)	$	20,431,600

(1)

The Partnership has funded $100,000 of its $44.0 million total MRB commitment as of March 31, 2022. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value and the unrealized loss on the Partnership’s remaining $43.9 million funding commitment as of March 31, 2022. The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not other-than-temporary.


	December 31, 2021
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value
Courtyard - Series A (4)	CA	$	9,970,209	$	2,060,480	$	-	$	12,030,689
Glenview Apartments - Series A (3)	CA		4,429,350		863,955		-		5,293,305
Harmony Court Bakersfield - Series A (4)	CA		3,635,277		720,308		-		4,355,585
Harmony Terrace - Series A (4)	CA		6,730,004		1,425,757		-		8,155,761
Harden Ranch - Series A (2)	CA		6,538,111		1,285,747		-		7,823,858
Las Palmas II - Series A (4)	CA		1,649,370		332,704		-		1,982,074
Montclair Apartments - Series A (3)	CA		2,399,626		446,912		-		2,846,538
Montecito at Williams Ranch Apartments - Series A (6)	CA		7,568,334		1,983,454		-		9,551,788
Montevista - Series A (6)	CA		6,701,776		2,114,978		-		8,816,754
Ocotillo Springs - Series A (6)	CA		15,000,000		271,172		-		15,271,172
Residency at the Mayer - Series A (6)	CA		24,000,000		-		-		24,000,000
San Vicente - Series A (4)	CA		3,400,913		671,681		-		4,072,594
Santa Fe Apartments - Series A (3)	CA		2,907,057		567,028		-		3,474,085
Seasons at Simi Valley - Series A (4)	CA		4,188,582		1,011,623		-		5,200,205
Seasons Lakewood - Series A (4)	CA		7,168,917		1,518,742		-		8,687,659
Seasons San Juan Capistrano - Series A (4)	CA		12,070,116		2,557,065		-		14,627,181
Summerhill - Series A (4)	CA		6,259,888		1,187,464		-		7,447,352
Sycamore Walk - Series A (4)	CA		3,474,617		696,090		-		4,170,707
The Village at Madera - Series A (4)	CA		3,006,656		621,367		-		3,628,023
Tyler Park Townhomes - Series A (2)	CA		5,694,168		691,137		-		6,385,305
Vineyard Gardens - Series A (6)	CA		3,939,476		987,782		-		4,927,258
Westside Village Market - Series A (2)	CA		3,721,129		701,915		-		4,423,044
Brookstone (1)	IL		7,334,161		1,903,086		-		9,237,247
Copper Gate Apartments (2)	IN		4,900,000		433,436		-		5,333,436
Renaissance - Series A (3)	LA		10,732,295		4,172,381		-		14,904,676
Live 929 Apartments - 2014 Series A (6)	MD		36,169,147		573,155		-		36,742,302
Jackson Manor Apartments (6)	MS		4,900,000		-		-		4,900,000
Gateway Village (6)	NC		2,600,000		90,861		-		2,690,861
Greens Property - Series A (2)	NC		7,719,000		281,953		-		8,000,953
Lynnhaven Apartments (6)	NC		3,450,000		115,328		-		3,565,328
Silver Moon - Series A (3)	NM		7,629,704		1,868,323		-		9,498,027
Village at Avalon (5)	NM		16,069,382		4,124,498		-		20,193,880
Ohio Properties - Series A (1)	OH		13,580,000		-		-		13,580,000
Bridle Ridge (1)	SC		7,145,000		-		-		7,145,000
Columbia Gardens (4)	SC		12,725,440		2,003,599		-		14,729,039
Companion at Thornhill Apartments (4)	SC		10,924,609		1,793,226		-		12,717,835
Cross Creek (1)	SC		6,120,285		1,845,064		-		7,965,349
The Palms at Premier Park Apartments (2)	SC		18,385,572		2,181,632		-		20,567,204
Village at River's Edge (4)	SC		9,728,355		2,370,569		-		12,098,924
Willow Run (4)	SC		12,549,146		1,974,479		-		14,523,625
Arbors at Hickory Ridge (2)	TN		10,755,889		3,598,292		-		14,354,181
Avistar at Copperfield - Series A (6)	TX		13,678,286		2,549,711		-		16,227,997
Avistar at the Crest - Series A (2)	TX		9,022,172		1,926,825		-		10,948,997
Avistar at the Oaks - Series A (2)	TX		7,295,334		1,578,333		-		8,873,667
Avistar at the Parkway - Series A (3)	TX		12,579,783		2,353,247		-		14,933,030
Avistar at Wilcrest - Series A (6)	TX		5,183,794		772,242		-		5,956,036
Avistar at Wood Hollow - Series A (6)	TX		39,360,426		7,200,790		-		46,561,216
Avistar in 09 - Series A (2)	TX		6,299,237		1,288,060		-		7,587,297
Avistar on the Boulevard - Series A (2)	TX		15,370,243		3,165,575		-		18,535,818
Avistar on the Hills - Series A (2)	TX		4,994,549		1,100,478		-		6,095,027
Bruton Apartments (4)	TX		17,532,185		4,452,765		-		21,984,950
Concord at Gulfgate - Series A (4)	TX		18,606,719		4,211,979		-		22,818,698
Concord at Little York - Series A (4)	TX		13,034,887		3,055,517		-		16,090,404
Concord at Williamcrest - Series A (4)	TX		20,192,436		4,651,973		-		24,844,409
Crossing at 1415 - Series A (4)	TX		7,253,698		1,549,224		-		8,802,922
Decatur Angle (4)	TX		22,074,594		4,731,759		-		26,806,353
Esperanza at Palo Alto (4)	TX		19,071,622		5,317,911		-		24,389,533
Heights at 515 - Series A (4)	TX		6,640,885		1,418,341		-		8,059,226
Heritage Square - Series A (3)	TX		10,455,924		1,823,426		-		12,279,350
Oaks at Georgetown - Series A (4)	TX		12,026,225		2,181,690		-		14,207,915
Runnymede (1)	TX		9,675,000		99,489		-		9,774,489
Southpark (1)	TX		11,365,100		1,542,509		-		12,907,609
15 West Apartments (4)	WA		9,531,842		2,799,259		-		12,331,101
Mortgage revenue bonds held in trust		$	639,116,502	$	111,818,346	$	-	$	750,934,848

(1)

MRBs owned by ATAX TEBS I, LLC (M24 TEBS), Note 15

(2)

MRBs owned by ATAX TEBS II, LLC (M31 TEBS), Note 15

(3)

MRBs owned by ATAX TEBS III, LLC (M33 TEBS), Note 15

(4)

MRBs owned by ATAX TEBS IV, LLC (M45 TEBS), Note 15

(5)

MRB held by Morgan Stanley in a debt financing transaction Note 15

(6)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 15


	December 31, 2021
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value
Lutheran Gardens	CA	$	10,352,000	$	-	$	-	$	10,352,000
Solano Vista - Series A	CA		2,649,291		744,617		-		3,393,908
Live 929 Apartments - 2014 Series B	MD		17,344,000		-		-		17,344,000
Meadow Valley	MI		100,000		-		-		100,000
Greens Property - Series B	NC		920,637		46,672		-		967,309
Ohio Properties - Series B	OH		3,465,270		-		-		3,465,270
Provision Center 2014-1	TN		4,300,000		-		-		4,300,000
Avistar at the Crest - Series B	TX		730,612		122,646		-		853,258
Avistar at the Oaks - Series B	TX		534,953		86,437		-		621,390
Avistar at the Parkway - Series B	TX		123,598		37,590		-		161,188
Avistar in 09 - Series B	TX		441,288		71,303		-		512,591
Avistar on the Boulevard - Series B	TX		434,132		69,950		-		504,082
Mortgage revenue bonds held by the Partnership		$	41,395,781	$	1,179,215	$	-	$	42,574,996

The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for additional information regarding the Partnership’s MRB funding commitments.

See Note 22 for a description of the methodology and significant assumptions used in determining the fair value of the MRBs. Unrealized gains or losses on the MRBs are recorded in the Partnership's condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the MRBs.

MRB Activity in the First Three Months of 2022

Restructurings:

In January 2022, the Live 929 Apartments property completed a restructuring of the Partnership’s MRBs and property loan. The Partnership’s Live 929 Apartments – 2014 Series A and Live 929 Apartments – 2014 Series B MRBs were redeemed at par plus accrued interest. The following tables summarizes the terms of the MRBs upon redemption:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Live 929 Apartments - 2014 Series A	January	Baltimore, MD		575	7/1/2049		5.78	%	$	39,445,000
Live 929 Apartments - 2014 Series B	January	Baltimore, MD		575	7/1/2039		1.60	%		21,610,000
									$	61,055,000

Upon restructuring, the Partnership used the proceeds of the redeemed MRBs plus additional cash to acquire a new series of MRB secured by the Live 929 Apartments property, the Series 2022A MRB. The following tables summarizes the MRB that was acquired as part of the restructuring of the Live 929 Apartments MRBs:

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Principal Acquired

Live 929 Apartments - Series 2022A

January

Baltimore, MD

575

1/1/2060

4.30

66,365,000

In addition, a portion of the Live 929 Apartments property loan was redeemed as part of the restructuring, with proceeds used to acquire the new Live 929 Apartments Series 2022A MRB. The Partnership also acquired a taxable MRB which is reported in Other Assets (Note 12). The redemption of the prior Live 929 Apartments – 2014 Series A and 2014 Series B MRBs and property loan and acquisition of the new Live 929 Apartments Series 2022A MRB were accounted for as a troubled debt restructuring.

Redemptions:

The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the three months ended March 31, 2022:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Ohio Properties - Series A	March	(1)		362	6/1/2050		7.00	%	$	13,544,000
Ohio Properties - Series B	March	(1)		362	6/1/2050		10.00	%		3,459,840
									$	17,003,840

(1)

The Ohio Properties consist of Crescent Village, located in Cincinnati, Ohio, Willow Bend, located in Columbus (Hilliard), Ohio and Postwoods, located in Reynoldsburg, Ohio.

MRB Activity in the First Three Months of 2021

Acquisitions:

There were no MRBs acquired during the three months ended March 31, 2021.

Redemptions:

The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the three months ended March 31, 2021:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Arby Road Apartments - Series A (1)	March	Las Vegas, NV		180	10/1/2027		5.35	%	$	1,600,000
Arby Road Apartments - Series A (1)	March	Las Vegas, NV		180	4/1/2041		5.50	%		5,785,000
									$	7,385,000

(1)

Both MRBs are part of the same series but had different interest rates and maturity dates.

The following table summarizes the changes in the Partnership’s allowance for credit losses for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022			2021
Balance, beginning of period		9,175,482			7,318,589
Other additions (1)		860,533			-
Recovery of prior credit loss (2)		(5,279	)		-
Balance, end of period (3)	$	10,030,736		$	7,318,589

(1)

The other addition is related to a re-allocation of the loan loss allowance upon restructuring of the Live 929 Apartments MRBs and property loan.

(2)

The Partnership compared the present value of cash flows expected to be collected to the amortized cost basis of the Live 929 Apartments Series 2022A MRB as of March 31, 2022, which indicated a recovery of value. The Partnership will accrete the recovery of prior credit loss into investment income over the term of the MRB.

(3)

The allowance for credit losses as of March 31, 2022 is related to the Provision Center 2014-1 MRB and the Live 929 Apartments - Series 2022A MRB. The allowance for credit losses as of March 31, 2021 is related to the Provision Center 2014-1 MRB and the Live 929 Apartments – 2014 Series A MRB.

7. Governmental Issuer Loans

The Partnership owns governmental issuer loans (“GILs”) that are issued by state or local governmental authorities to finance the construction of affordable multifamily properties. The Partnership expects and believes the interest earned on the GILs is excludable from gross income for federal income tax purposes. The GILs do not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any government pledged to the payment of principal or interest on the GILs. Each GIL is secured by a mortgage on all real and personal property of the affordable multifamily property. The GILs share first mortgage lien positions with property loans and/or taxable GILs also owned by the Partnership (Notes 10 and 12). Sources of the funds to pay principal and interest on a GIL consist of the net cash flow or the sale or refinancing proceeds from the secured property and limited-to-full payment guaranties provided by affiliates of the borrower. The Partnership has committed to provide

total funding for certain GILs on a draw-down basis during construction. All GILs were held in trust in connection with TOB trust financings as of March 31, 2022 and December 31, 2021 (Note 15). At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity if the property has reached stabilization and other conditions are met.

The Partnership had the following GIL investments as of March 31, 2022 and December 31, 2021:


							As of March 31, 2022
Property Name	Month Acquired	Property Location	Units	Maturity Date (2)	Variable Interest Rate		Current Interest Rate	Amortized Cost
Scharbauer Flats Apartments (1)	June 2020	Midland, TX	300	1/1/2023	SIFMA + 3.10%		3.61%	$	40,000,000
Oasis at Twin Lakes (1)	July 2020	Roseville, MN	228	8/1/2023	SIFMA + 2.25%	(3)	2.76%		34,000,000
Centennial Crossings (1)	August 2020	Centennial, CO	209	9/1/2023	SIFMA + 2.75%	(3)	3.26%		33,080,000
Legacy Commons at Signal Hills (1)	January 2021	St. Paul, MN	247	2/1/2024	SOFR + 3.07%	(3)	3.57%		34,620,000
Hilltop at Signal Hills (1)	January 2021	St. Paul, MN	146	8/1/2023	SOFR + 3.07%	(3)	3.57%		24,450,000
Hope on Avalon	January 2021	Los Angeles, CA	88	2/1/2023	SIFMA + 3.75%	(3)	4.60%		10,981,200
Hope on Broadway	January 2021	Los Angeles, CA	49	2/1/2023	SIFMA + 3.75%	(3)	4.60%		8,691,245
Osprey Village (1)	July 2021	Kissimmee, FL	383	8/1/2024	SOFR + 3.07%	(3)	3.57%		11,855,357
Willow Place Apartments (1)	September 2021	McDonough, GA	182	10/1/2024	SOFR + 3.30%	(3)	3.59%		3,971,786
								$	201,649,588

(1)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 21).

(2)

The borrower may elect to extend the maturity date to for a period ranging between six and twelve months upon meeting certain conditions, including payment of a non-refundable extension fee.

(3)

The variable index interest rate component is subject to a floor.


							As of December 31, 2021
Property Name	Month Acquired	Property Location	Units	Maturity Date (2)	Variable Interest Rate		Current Interest Rate	Amortized Cost
Scharbauer Flats Apartments (1)	June 2020	Midland, TX	300	1/1/2023	SIFMA + 3.10%		3.20%	$	40,000,000
Oasis at Twin Lakes (1)	July 2020	Roseville, MN	228	8/1/2023	SIFMA + 3.25%	(3),(4)	3.75%		34,000,000
Centennial Crossings (1)	August 2020	Centennial, CO	209	9/1/2023	SIFMA + 2.75%	(4)	3.25%		33,080,000
Legacy Commons at Signal Hills (1)	January 2021	St. Paul, MN	247	2/1/2024	SOFR + 3.07%	(4)	3.57%		33,120,605
Hilltop at Signal Hills (1)	January 2021	St. Paul, MN	146	8/1/2023	SOFR + 3.07%	(4)	3.57%		21,550,584
Hope on Avalon	January 2021	Los Angeles, CA	88	2/1/2023	SIFMA + 3.75%	(4)	4.60%		9,981,200
Hope on Broadway	January 2021	Los Angeles, CA	49	2/1/2023	SIFMA + 3.75%	(4)	4.60%		3,691,245
Osprey Village (1)	July 2021	Kissimmee, FL	383	8/1/2024	SOFR + 3.07%	(4)	3.57%		6,372,030
Willow Place Apartments (1)	September 2021	McDonough, GA	182	10/1/2024	SOFR + 3.30%	(4)	3.55%		2,971,786
								$	184,767,450

(1)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 21).

(2)

The borrower may elect to extend the maturity date to for a period ranging between six and twelve months upon meeting certain conditions, including payment of a non-refundable extension fee.

(3)

The variable rate decreases to SIFMA plus 2.25% upon completion of construction.

(4)

The variable index interest rate component is subject to a floor.

The partnership has remaining commitments to provide additional funding of the GILs during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining GIL funding commitments.

Activity in the First Three Months of 2022

Acquisitions:

There were no GILs acquired during the three months ended March 31, 2022.

Activity in the First Three Months of 2021

Acquisitions:

During the three months ended March 31, 2021, the Partnership entered into multiple GIL commitments to provide construction financing for the underlying properties on a draw-down basis as summarized below.

•

$34.6 million commitment related to Legacy Commons at Signal Hills;

•

$24.5 million commitment related to Hilltop at Signal Hills;

•

$23.4 million commitment related to Hope on Avalon; and

•

$12.1 million commitment related to Hope on Broadway.

8. Real Estate Assets

The following tables summarize information regarding the Partnership’s real estate assets as of March 31, 2022 and December 31, 2021:


Real Estate Assets as of March 31, 2022
Property Name	Location	Number of Units		Land and Land Improvements		Buildings and Improvements		Carrying Value
Suites on Paseo	San Diego, CA		384	$	3,199,268	$	39,343,218	$	42,542,486
The 50/50 MF Property	Lincoln, NE		475		-		33,036,781		33,036,781
Vantage at San Marcos	San Marcos, TX	(1)			2,660,615		682,929		3,343,544
Land held for development		(2)			1,551,196		-		1,551,196
								$	80,474,007
Less accumulated depreciation									(21,379,622	)
Net real estate assets								$	59,094,385

(1)

The land is owned by a consolidated VIE for future development of a market-rate multifamily property. See Note 5 for further information.

(2)

Land held for development consists of land and development costs for parcels of land in Richland County, SC and Omaha, NE.


Real Estate Assets as of December 31, 2021
Property Name	Location	Number of Units		Land and Land Improvements		Buildings and Improvements		Carrying Value
Suites on Paseo	San Diego, CA		384	$	3,199,268	$	39,302,507	$	42,501,775
The 50/50 MF Property	Lincoln, NE		475		-		33,013,039		33,013,039
Vantage at San Marcos	San Marcos, TX	(1)			2,660,615		682,929		3,343,544
Land held for development		(2)			1,551,196		-		1,551,196
								$	80,409,554
Less accumulated depreciation									(20,701,922	)
Net real estate assets								$	59,707,632

(1)

The assets are owned by a consolidated VIE for future development of a market-rate multifamily property. See Note 5 for further information.

(2)

Land held for development consists of land and development costs for parcels of land in Richland County, SC and Omaha, NE.

9. Investments in Unconsolidated Entities

ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, has equity investment commitments and has made equity investments in unconsolidated entities. The carrying value of the equity investments represents the Partnership’s maximum exposure to loss. ATAX Vantage Holdings, LLC is the only limited equity investor in the unconsolidated entities. An affiliate of the unconsolidated entities guarantees ATAX Vantage Holdings, LLC’s return on its investments through a date approximately five years

after commencement of construction. The return on these investments earned by the Partnership is reported as “Investment income” in the Partnership's condensed consolidated statements of operations.

The following table provides the details of the investments in unconsolidated entities as of March 31, 2022 and December 31, 2021:


Property Name	Location	Units		Construction Commencement Date	Construction Completion Date	Carrying Value as of March 31, 2022		Carrying Value as of December 31, 2021
Vantage at Stone Creek	Omaha, NE		294	March 2018	April 2020	$	5,816,782	$	6,143,099
Vantage at Murfreesboro	Murfreesboro, TN		288	September 2018	October 2020		-		12,240,000
Vantage at Coventry	Omaha, NE		294	September 2018	February 2021		7,095,074		7,611,614
Vantage at Conroe	Conroe, TX		288	April 2019	January 2021		10,849,625		11,164,625
Vantage at O'Connor	San Antonio, TX		288	October 2019	June 2021		8,826,063		9,109,343
Vantage at Westover Hills	San Antonio, TX		288	January 2020	July 2021		8,365,393		8,861,504
Vantage at Tomball	Tomball, TX		288	August 2020	N/A		12,112,612		11,814,774
Vantage at Hutto	Hutto, TX		288	December 2021	N/A		6,942,005		5,629,651
Vantage at Loveland	Loveland, CO		288	April 2021	N/A		15,762,257		10,913,911
Vantage at Helotes	Helotes, TX		288	May 2021	N/A		13,214,676		11,350,686
Vantage at Fair Oaks	Boerne, TX		288	September 2021	N/A		10,670,724		6,424,306
Vantage at McKinney Falls	McKinney Falls, TX		288	December 2021	N/A		8,023,802		6,530,009
						$	107,679,013	$	107,793,522

The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining equity funding commitments.

Activity in the First Three Months of 2022

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2022:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain on Sale
Vantage at Murfreesboro	Murfreesboro, TN		288	March 2022	$	29,258,279	$	657,937	$	16,360,343
Vantage at Bulverde	Bulverde, TX		288	(1)		75,000		-		75,000
Vantage at Germantown	Germantown, TN		288	(2)		4,407		-		4,407
					$	29,337,686	$	657,937	$	16,439,750

(1)

In March 2022, the Partnership received cash of approximately $75,000 associated with final settlements of the Vantage at Bulverde sale in August 2021. The Partnership recognized the full amount as "Gain on sale of investment in an unconsolidated entity" on the Partnership’s consolidated statements of operations.

(2)

In March 2022, the Partnership received cash of approximately $4,000 associated with final settlements of the Vantage at Germantown sale in March 2021. The Partnership recognized the full amount as "Gain on sale of investment in an unconsolidated entity" on the Partnership’s consolidated statements of operations.

Activity in the First Three Months of 2021

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2021:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain on Sale
Vantage at Germantown	Germantown, TN		288	March 2021	$	16,096,560	$	862,454	$	2,809,106

Summarized Unconsolidated Entity Level Financial Data

The following table provides combined summary financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022		2021
Property Revenues	$	6,681,291	$	5,482,870
Gain on sale of property	$	38,171,003	$	8,967,247
Net income	$	38,730,562	$	6,931,134

10. Property Loans, Net of Loan Loss Allowances

The following tables summarize the Partnership’s property loans, net of loan loss allowances, as of March 31, 2022 and December 31, 2021:


	March 31, 2022
	Outstanding Balance		Loan Loss Allowance			Property Loan Principal, net of allowance		Maturity Date		Interest Rate
Senior Construction Financing (1),(2)
Centennial Crossings	$	17,434,260	$	-		$	17,434,260	9/1/2023	(3)	LIBOR + 2.50%	(4)
Legacy Commons at Signal Hills		16,248,631		-			16,248,631	2/1/2024	(3)	SOFR + 3.07%	(4)
Hilltop at Signal Hills		10,319,890		-			10,319,890	8/1/2023	(3)	SOFR + 3.07%	(4)
Oasis at Twin Lakes		23,161,673		-			23,161,673	8/1/2023	(3)	LIBOR + 2.50%	(4)
Osprey Village		1,000,000		-			1,000,000	8/1/2024	(3)	SOFR + 3.07%	(4)
Scharbauer Flats Apartments		16,522,012		-			16,522,012	1/1/2023	(3)	LIBOR + 2.85%
Willow Place Apartments		1,000,000		-			1,000,000	10/1/2024	(3)	SOFR + 3.30%	(5)
Subtotal		85,686,466		-			85,686,466

Senior Acquisition Financing
Magnolia Crossing	$	13,652,394	$	-		$	13,652,394	12/1/2022		SOFR + 6.50%	(5)
Subtotal		13,652,394		-			13,652,394

Other
Avistar (February 2013 portfolio)	$	201,972	$	-		$	201,972	6/26/2024		12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024		12.00%
Cross Creek		11,101,888		(7,393,815	)		3,708,073	12/1/2025		6.15%
Greens Property		850,000		-			850,000	9/1/2046		10.00%
Live 929 Apartments		495,000		(495,000	)		-	7/31/2049		8.00%
Subtotal		12,900,482		(7,888,815	)		5,011,667

Total	$	112,239,342	$	(7,888,815	)	$	104,350,527

(1)

The property loans are held in trust in connection with a TOB trust financing (Note 15).

(2)

The property loans and associated GILs are on parity and share a first mortgage lien position on all real and personal property associated with the underlying property. Affiliates of the borrower have guaranteed limited-to-full payment of principal and accrued interest on the property loan.

(3)

The borrower may elect to extend the maturity date for a period ranging between six and twelve months upon meeting certain conditions, including payment of a non-refundable extension fee.

(4)

The index is subject to a floor of 0.50%.

(5)

The index is subject to a floor of 0.25%.


	December 31, 2021
	Outstanding Balance		Loan Loss Allowance			Property Loan Principal, net of allowance		Maturity Date		Interest Rate
Senior Construction Financing (1),(2)
Centennial Crossings	$	11,354,386	$	-		$	11,354,386	9/1/2023	(3)	LIBOR + 2.50%	(4)
Hilltop at Signal Hills		1,000,000		-			1,000,000	8/1/2023	(3)	SOFR + 3.07%	(4)
Legacy Commons at Signal Hills		2,604,230		-			2,604,230	2/1/2024	(3)	SOFR + 3.07%	(4)
Oasis at Twin Lakes		20,607,362		-			20,607,362	8/1/2023	(3)	LIBOR + 2.50%	(4)
Osprey Village		1,000,000		-			1,000,000	8/1/2024	(3)	SOFR + 3.07%	(4)
Scharbauer Flats Apartments		9,708,598		-			9,708,598	1/1/2023	(3)	LIBOR + 2.85%
Willow Place Apartments		1,000,000		-			1,000,000	10/1/2024	(3)	SOFR + 3.30%	(5)
Subtotal		47,274,576		-			47,274,576

Senior Acquisition Financing
Magnolia Crossing	$	13,424,579	$	-		$	13,424,579	12/1/2022		SOFR + 6.50%	(5)
Subtotal		13,424,579		-			13,424,579

Other Property Loans
Avistar (February 2013 portfolio)	$	201,972	$	-		$	201,972	6/26/2024		12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024		12.00%
Cross Creek		11,101,887		(7,393,814	)		3,708,073	12/1/2025		6.15%
Greens Property		850,000		-			850,000	9/1/2046		10.00%
Live 929 Apartments		1,355,534		(1,355,534	)		-	7/31/2049		8.00%
Ohio Properties		2,390,446		-			2,390,446	12/1/2026 - 6/1/2050		10.00%
Subtotal		16,151,461		(8,749,348	)		7,402,113

Total	$	76,850,616	$	(8,749,348	)	$	68,101,268

(1)

The property loans are held in trust in connection with a TOB trust financing (Note 15).

(2)

(3)

The borrower may elect to extend the maturity date for a period ranging between six and twelve months upon meeting certain conditions, including payment of a non-refundable extension fee.

(4)

The index is subject to a floor of 0.50%.

(5)

The index is subject to a floor of 0.25%.

During the three months ended March 31, 2022 and 2021, the interest to be earned on the Live 929 Apartments and Cross Creek property loans was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of these property loans determined the collection of the interest accrued was not probable. In addition, interest to be earned on approximately $983,000 of property loan principal for the Ohio Properties was in nonaccrual status for the three months ended March 31, 2021 as, in management’s opinion, the interest was not considered collectible.

The Partnership has remaining commitments to provide additional funding of certain property loans during construction of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining property loan funding commitments.

Activity in the First Three Months of 2022

In January 2022, the Partnership received approximately $1.0 million of principal and interest due on the Live 929 Apartments property loan upon restructuring of the outstanding debt of Live 929 Apartments. The principal payment and related loan loss allowance were considered in the troubled debt restructuring of the Partnership’s investments in Live 929 Apartments discussed further in Note 6.

In March 2022, the Ohio Properties property loans were repaid in full. The Partnership received approximately $2.4 million of principal and approximately $4.3 million of accrued interest upon redemption.

Activity in the First Three Months of 2021

Concurrent with the acquisition of GILs (Note 7), the Partnership committed to provide property loans for the construction of the underlying properties on a draw-down basis as summarized below. The property loans and associated GILs are on parity and share a first mortgage position on all real and personal property associated with the secured property.

•

$32.2 million commitment related to Legacy Commons at Signal Hills; and

•

$21.2 million commitment related to Hilltop at Signal Hills

In March 2021, the Partnership amended the property loan with Live 929 Apartments to increase the total available loan amount to $1.5 million from $1.0 million. The property loan is subordinate to the MRBs associated with the property.

The following table summarizes the changes in the Partnership's loan loss allowance for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022			2021
Balance, beginning of period	$	8,749,348		$	8,305,046
Other reductions (1)		(860,533	)		-
Balance, end of period	$	7,888,815		$	8,305,046

(1)

The reduction in the loan loss allowance is due to a principal payment received on the Live 929 Apartments property loan as part of the restructuring of the outstanding debt of Live 929 Apartments (Note 6).

11. Income Tax Provision

The Partnership recognizes current income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owns The 50/50 MF Property and certain property loans. The following table summarizes income tax expense (benefit) for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022		2021
Current income tax expense	$	7,644	$	16,485
Deferred income tax expense (benefit)		7,266		(16,228	)
Total income tax expense	$	14,910	$	257

The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was no valuation allowance recorded as of March 31, 2022 and December 31, 2021.

12. Other Assets

The following table summarizes the Partnership's other assets as of March 31, 2022 and December 31, 2021:


	March 31, 2022		December 31, 2021
Deferred financing costs, net	$	1,305,411	$	1,349,097
Fair value of derivative instruments (Note 17)		2,738,404		343,418
Taxable mortgage revenue bonds, at fair value		9,535,962		3,428,443
Taxable governmental issuer loan held in trust		1,000,000		1,000,000
Bond purchase commitments, at fair value (Note 18)		145,323		964,404
Operating lease right-of-use assets, net		1,612,482		1,619,714
Other assets		2,377,924		2,157,809
Total other assets	$	18,715,506	$	10,862,885

As of March 31, 2022 and December 31, 2021, the operating lease right-of-use assets consisted primarily of a ground lease at the 50/50 MF Property (Note 13).

The Partnership has remaining commitments to provide additional funding of the taxable GIL and taxable MRBs during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.

See Note 22 for a description of the methodology and significant assumptions for determining the fair value of derivative instruments, taxable MRBs and bond purchase commitments. Unrealized gains or losses on derivative instruments are reported as

“Interest expense” in the Partnership's condensed consolidated statements of operations. Unrealized gain or losses on taxable MRBs and bond purchase commitments are recorded in the Partnership's condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the assets. As of March 31, 2022, the taxable GIL and two taxable MRBs are held in trust in connection with TOB trust financings (Note 15).

Activity in the First Three Months of 2022

The following table includes details of the taxable MRB acquired during the three months ended March 31, 2022:

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Initial Principal Acquired

Live 929 Apartments - Series 2022B

January 2022

Baltimore, MD

575

1/1/2029

4.30

3,625,000

Activity in the First Three Months of 2021

The following table includes details of the taxable GIL acquired during the three months ended March 31, 2021:

Property Name

Date Committed

Maturity Date

Initial Outstanding Balance

Total Commitment

Hope on Avalon

January 2021

2/1/2023 (1)

1,000,000

10,573,000

(1)

The borrower has the option to extend the maturity up to six months upon payment of a non-refundable extension fee.

13. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the Partnership's accounts payable, accrued expenses and other liabilities as of March 31, 2022 and December 31, 2021:


	March 31, 2022		December 31, 2021
Accounts payable	$	1,095,665	$	1,234,111
Accrued expenses		2,583,926		4,102,381
Accrued interest expense		4,607,370		4,229,119
Operating lease liabilities		2,152,394		2,151,991
Other liabilities		2,097,924		1,946,610
Total accounts payable, accrued expenses and other liabilities	$	12,537,279	$	13,664,212

The 50/50 MF Property has a ground lease with the University of Nebraska-Lincoln with an initial lease term expiring in March 2048. The Partnership has an option to extend the lease for an additional five-year period, which has not been factored into the calculation of the ROU asset and lease liability. Annual lease payments are $100 per year. The Partnership is also required to make monthly payments, when cash is available at The 50/50 MF Property, to the University of Nebraska-Lincoln. Payment amounts are based on The 50/50 MF Property’s revenues, subject to an annual guaranteed minimum amount. As of March 31, 2022, the minimum aggregate annual payment due under the agreement is approximately $138,000. The minimum aggregate annual payment increases 2% annually until July 31, 2034 and increases 3% annually thereafter. The 50/50 MF Property will be required to make additional payments under the agreement if its gross revenues exceed certain thresholds. The Partnership recognized expenses related to the ground lease of approximately $42,000 for the three months ended March 31, 2022 and 2021, respectively, and are reported within “Real estate operating expenses” in the Partnership's condensed consolidated statements of operations.

The following table summarizes future contractual payments for the Partnership’s operating leases and a reconciliation to the carrying value of operating lease liabilities as of March 31, 2022:


Remainder of 2022	$	106,151
2023		143,561
2024		144,706
2025		147,598
2026		150,548
Thereafter		4,219,127
Total		4,911,691
Less: Amount representing interest		(2,759,297	)
Total operating lease liabilities	$	2,152,394

14. Secured Lines of Credit

The following tables summarize the Partnership's secured lines of credit ("LOC" or "LOCs") as of March 31, 2022 and December 31, 2021:


Secured Lines of Credit	Outstanding as of March 31, 2022		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	6,500,000	$	40,000,000	June 2023 (1)	Variable (2)	Monthly		3.54	%
Bankers Trust Acquisition LOC		23,699,000		50,000,000	June 2023	Variable (3)	Monthly		3.35	%
	$	30,199,000	$	90,000,000

(1)

The General LOC contains two one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited, N.A. (“BankUnited”) if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

(2)

The variable rate is equal to LIBOR + 3.25%, subject to a floor of 3.50%.

(3)

The variable rate is equal to the greater of (i) the Prime Rate or (ii) 3.25% per annum; plus or minus a margin varying from 0.35% to (0.65%) depending upon the ratio of the Partnership’s senior debt to market value of assets.


Secured Lines of Credit	Outstanding as of December 31, 2021		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	6,500,000	$	40,000,000	June 2023 (1)	Variable (2)	Monthly		3.50	%
Bankers Trust Acquisition LOC		39,214,000		50,000,000	June 2023	Variable (3)	Monthly		3.10	%
	$	45,714,000	$	90,000,000

(1)

The General LOC contains two one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

(2)

The variable rate is equal to LIBOR + 3.25%, subject to a floor of 3.50%.

(3)

The Partnership has entered into a secured Credit Agreement (“Secured Credit Agreement”) of up to $40.0 million with BankUnited and Bankers Trust Company, and the sole lead arranger and administrative agent, BankUnited, for a general secured line of credit (the “General LOC”). The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 40% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of (i) the net book value of the Suites on Paseo MF Property, and (ii) 100% of the Partnership’s capital contributions to equity investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base.

The General LOC is secured by first priority security interests in the Partnership’s investments in unconsolidated entities, a mortgage and assignment of leases and rents of the Suites on Paseo MF Property, and a security interest in a bank account at BankUnited, in which the Partnership must maintain a balance of not less than $5.0 million. In addition, an affiliate of the Partnership, Greystone Select Incorporated (“Greystone Select”), has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement. Greystone Select is subject to certain covenants and was in compliance with such covenants as of March 31, 2022. No fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership is subject to various affirmative and negative covenants under the Secured Credit Agreement that, among others, require the Partnership to maintain a minimum liquidity of not less than $5 million, maintain a minimum consolidated tangible net worth of $100.0 million, and to notify BankUnited if the Partnership’s consolidated net worth declines by (a) more than 20% from the immediately preceding quarter, or (b) more than 35% from the date at the end of two consecutive calendar quarters ending immediately thereafter. The Partnership was in compliance with all covenants as of March 31, 2022.

In addition, the Partnership and Bankers Trust Company have entered into an amended and restated credit agreement for a secured non-operating line of credit (the “Acquisition LOC”) with a maximum commitment of up to $50.0 million. The Acquisition LOC may be used to fund purchases of multifamily real estate, tax-exempt or taxable MRBs, and tax-exempt or taxable loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (collectively, the “financed assets”). The financed assets acquired with the proceeds of the Acquisition LOC will be held in a custody account and the outstanding balances of the Acquisition LOC will be secured by a first priority interest in the financed assets and will be maintained in the custody account until released by Bankers Trust.

Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to three additional 90-day periods, but in no event later than the maturity date by providing Bankers Trust with a written request for such extension together with a principal payment of 5% of the principal amount of the original acquisition advance for the first such extension, 10% for the second such extension, and 20% for the third such extension. The Acquisition LOC documents contains a covenant, among others, that the Partnership’s ratio of the lender’s senior debt will not exceed a specified percentage of the market value of the Partnership’s assets, as defined in the Credit Agreement. In April 2022, the Partnership and Bankers Trust Company amended the credit agreement to update certain defined terms effective March 31, 2022. The Partnership was in compliance with all covenants as of March 31, 2022.

15. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of March 31, 2022 and December 31, 2021:


	Outstanding Debt Financings as of March 31, 2022, net		Restricted Cash		Year Acquired	Stated Maturities	Reset Frequency	Variable Rate Index	Index Based Rates	Spread/ Facility Fees	Period End Rates
TEBS Financings
Fixed - M24	$	21,890,197	$	4,000	2010	2027	N/A	N/A	N/A	N/A	3.05%
Variable - M31 (1)		76,637,387		4,999	2014	2024	Weekly	SIFMA	0.54%	1.28%	1.82%
Fixed - M33		30,034,239		2,606	2015	2030	N/A	N/A	N/A	N/A	3.24%
Fixed - M45 (2)		213,438,490		5,000	2018	2034	N/A	N/A	N/A	N/A	3.82%

Secured Notes
Variable - Notes		102,722,663		36,256,804	2020	2025	Monthly	3-month LIBOR	0.83%	9.00%	9.83% (3)

TOB Trust Securitizations
Mizuho Capital Markets:
Variable - TOB		13,491,156	(4)		2020	2022	Weekly	SIFMA	0.71%	0.89%	1.60%
Variable - TOB		92,087,297	(4)		2019 - 2021	2023	Weekly	SIFMA	0.71% - 0.73%	0.89% - 1.67%	1.60% - 2.40%
Variable - TOB		126,743,565	(4)		2020	2023	Weekly	OBFR	0.57%	0.89%	1.46%
Variable - TOB		188,564,169	(4)		2021 - 2022	2024	Weekly	OBFR	0.57%	0.89% - 1.16%	1.46% - 1.73%
Morgan Stanley:
Fixed - Term TOB		12,894,130		-	2019	2024	N/A	N/A	N/A	N/A	1.98%
Barclays Capital Inc.:
Variable - TOB		3,950,371		-	2021	2023	Weekly	OBFR	0.50%	1.27%	1.77%
Total Debt Financings	$	882,453,664

(1)

Facility fees have a variable component.

(2)

The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

(3)

The Partnership has entered into a total return swap transaction with the Secured Notes as the reference security and a notional amount totaling the outstanding principal on the Secured Notes. The total return swap effectively nets down the interest rate on the Secured Notes. Considering the effect of the total return swap, the effective net interest rate is 4.58% for approximately $103.0 million of the Secured Notes as of March 31, 2022. See Note 17 for further information on the total return swap.

(4)

The Partnership has restricted cash totaling approximately $2.1 million related its total net position with Mizuho Capital Markets.


	Outstanding Debt Financings as of December 31, 2021, net		Restricted Cash		Year Acquired	Stated Maturities	Reset Frequency	Variable Rate Index	Index Based Rates	Spread/ Facility Fees	Period End Rates
TEBS Financings
Fixed - M24	$	35,551,762	$	204,000	2010	2027	N/A	N/A	N/A	N/A	3.05%
Variable - M31 (1)		76,964,051		4,999	2014	2024	Weekly	SIFMA	0.13%	1.32%	1.45%
Fixed - M33		30,191,051		2,606	2015	2030	N/A	N/A	N/A	N/A	3.24%
Fixed - M45 (2)		213,931,752		5,000	2018	2034	N/A	N/A	N/A	N/A	3.82%

Secured Notes
Variable - Notes		102,798,158		77,531,264	2020	2025	Monthly	3-month LIBOR	0.20%	9.00%	9.20% (3)

TOB Trust Securitizations
Mizuho Capital Markets:
Variable - TOB		13,482,312		-	2020	2022	Weekly	SIFMA	0.23%	0.89%	1.12%
Variable - TOB		117,257,933		-	2019 - 2021	2023	Weekly	SIFMA	0.23% - 0.30%	1.17% - 1.67%	1.40% - 1.97%
Variable - TOB		115,143,312		-	2020	2023	Weekly	OBFR	0.18%	0.89%	1.07%
Variable - TOB		98,703,495		-	2021	2024	Weekly	OBFR	0.18%	0.89% - 1.16%	1.07% - 1.34%
Morgan Stanley:
Fixed - Term TOB		12,915,190		-	2019	2024	N/A	N/A	N/A	N/A	1.98%
Barclays Capital Inc.:
Variable - TOB		3,139,698		-	2021	2022	Weekly	OBFR	0.14%	1.27%	1.41%
Total Debt Financings	$	820,078,714

(1)

Facility fees have a variable component.

(2)

(3)

The Partnership has entered into two total return swap transactions with the Secured Notes as the reference security and notional amounts totaling the outstanding principal on the Secured Notes. The total return swaps effectively net down the interest rate on the Secured Notes. Considering the effect of the total return swaps, the effective net interest rate is 4.25% for approximately $39.6 million of the Secured Notes and 1.00% for approximately $63.5 million of the Secured Notes as of December 31, 2021. See Note 17 for further information on the total return swaps.

The TOB, Term TOB and TEBS financing arrangements are consolidated VIEs of the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, Term TOB and TEBS financings on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GIL securitized within the TOB, Term TOB and TEBS financings in Notes 6, 7, 10 and 12, respectively. As the residual interest holder in the arrangements, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

As of March 31, 2022 and December 31, 2021, the Partnership posted restricted cash as contractually required under the terms of the four TEBS financings. In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 17).

As of March 31, 2022 and December 31, 2021, the restricted cash associated with the Secured Notes is collateral posted with Mizuho according to the terms of two total return swaps that have the Secured Notes as the reference security (Note 17). The Partnership may also be required to post additional collateral if the value of TEBS financing residual certificates declines below a threshold under the total return swaps.

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by MRBs, GILs, taxable MRBs, a taxable GIL, and property loans. The TOB trusts and Secured Notes with Mizuho and the TOB trust with Barclays are subject to master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests in each TOB trust maintain a certain value in relation to total assets in each TOB trust. The TOB trust

financings with Mizuho and Barclays also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on the NASDAQ. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered. The Partnership was in compliance with these covenants as of March 31, 2022.

The Partnership may also be required to post collateral, typically cash, related to the TOB trust financings with Mizuho and Barclays. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 17) in relation to thresholds set by Mizuho and Barclays. There was no requirement to post collateral for the TOB trust financings with Mizuho and Barclays as of March 31, 2022.

The Term TOB trust financing with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by 25% in one quarter or 35% over one year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is out of compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with all covenants as of March 31, 2022.

The Partnership’s variable rate debt financing arrangements include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.

Activity in the First Three Months of 2022

New Debt Financings:

The following is a summary of the TOB trust financings that were entered into during the three months ended March 31, 2022:

TOB Trusts Securitization

Initial TOB
Trust Financing

Stated Maturity

Reset
Frequency

Variable Rate Index

Facility Fees

Live 929 Series 2022A & 2022B MRBs

55,990,000

February 2024

Weekly

OBFR

1.15%

Total TOB Trust Financings

55,990,000

Redemptions:

The following is a summary of the TOB trust financings that were collapsed and all principal and interest were paid in full during the three months ended March 31, 2022:


Debt Financing	Debt Facility	Month	Paydown Applied
Live 929 Apartments - 2014 Series A	TOB Trust	January 2022	$	31,565,000

Refinancing Activity:

In January 2022, the Partnership extended the maturity date of Barclays credit facility Trust 2021-XF2953 from October 2022 to January 2023. There were no additional changes to terms or fees associated with the extension.

Activity in the First Three Months of 2021

New Debt Financings:

The following is a summary of the TOB trust financings that were entered into during the three months ended March 31, 2021:

TOB Trusts Securitization

Initial TOB
Trust Financing (1)

Stated Maturity

Reset
Frequency

Variable Rate Index

Facility Fees

TOB Trust 2021-XF2926 (2)

16,190,000

January 2024

Weekly

OBFR

0.89%

Hope on Avalon GIL

5,064,000

February 2023

Weekly

SIFMA

1.42%

Hope on Broadway GIL

2,953,000

February 2023

Weekly

SIFMA

1.42%

Total TOB Trust Financings

24,207,000

(1)

Amounts shown are the initial funding into the respective TOB trusts. The balances will increase based upon subsequent fundings of the related securitized assets and the current outstanding balances are contained in the summarized debt financing table above.

(2)

The TOB trust is securitized by the Legacy Commons at Signal Hills GIL and property loan, Hilltop at Signal Hills GIL and property loan, Oasis at Twin Lakes property loan and Hope on Avalon taxable GIL.

Future Maturities

The Partnership’s contractual maturities of borrowings as of March 31, 2022 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:


Remainder of 2022	$	18,078,722
2023		228,172,815
2024		290,148,152
2025		112,504,344
2026		4,023,863
Thereafter		232,646,017
Total		885,573,913
Unamortized deferred financing costs and debt premium		(3,120,249	)
Total debt financing, net	$	882,453,664

16. Mortgages Payable and Other Secured Financing

The Partnership has entered into mortgages payable and other secured financings collateralized by MF Properties. The following is a summary of the mortgages payable and other secured financing, net of deferred financing costs, as of March 31, 2022 and December 31, 2021:


Property Mortgage Payables	Outstanding Mortgage Payable as of March 31, 2022, net		Outstanding Mortgage Payable as of December 31, 2021, net		Year Acquired or Refinanced	Stated Maturity	Variable / Fixed	Period End Rate
The 50/50 MF Property--TIF Loan	$	2,174,514	$	2,174,453	2020	March 2025	Fixed		4.40	%
The 50/50 MF Property--Mortgage		22,818,847		22,960,090	2020	April 2027	Fixed		4.35	%
Vantage at San Marcos--Mortgage (1)		1,690,000		1,690,000	2020	May 2022	Variable		4.25	%
Total Mortgage Payable\Weighted Average Period End Rate	$	26,683,361	$	26,824,543					4.35	%

(1)

The mortgage payable relates to a consolidated VIE for future development of a market-rate multifamily property (Note 5).

Future Maturities

The Partnership’s contractual maturities of borrowings as of March 31, 2022 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:


Remainder of 2022	$	2,424,775
2023		909,537
2024		947,573
2025		1,747,315
2026		641,711
Thereafter		20,013,661
Total		26,684,572
Unamortized deferred financing costs		(1,211	)
Total mortgages payable and other secured financings, net	$	26,683,361

17. Derivative Financial Instruments

The Partnership’s derivative financial instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Interest expense” in the Partnership's condensed consolidated statements of operations. The value of the Partnership’ interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s TOB trust financings (Note 15). See Note 22 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative financial instruments are presented within “Other assets” in the Partnership's condensed consolidated balance sheets.

Interest Rate Swap Agreements

During the first quarter of 2022, the Partnership entered into two interest rate swap agreements to mitigate interest risk associated with the variable rate TOB trust financings (Note 15). No fees were paid to Mizuho upon closing of the interest rate swaps. The following table summarizes the Partnership's interest rate swap agreements as of March 31, 2022:


Trade Date	Notional Amount		Effective Date	Termination Date	Fixed Rate Paid			Period End Variable Rate Received			Variable Rate Index	Variable Debt Financing Hedged (1)	Counterparty	Fair Value of Asset as of March 31, 2022
February 2022		55,990,000	2/9/2022	2/1/2024		1.40	%		0.16	%	SOFR	TOB Trusts	Mizuho Capital Markets	$	911,775
March 2022		47,850,000	3/3/2022	3/1/2027		1.65	%		0.17	%	SOFR	TOB Trusts	Mizuho Capital Markets		1,428,971
														$	2,340,746

(1)

See Notes 15 and 22 for additional details.

Total Return Swap Agreements

The following table summarizes the terms of the Partnership’s total return swaps as of March 31, 2022 and December 31, 2021:

Trade Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
March 31, 2022

September 2020

102,982,129

September 2020

Sept 2025

4.58% (1)

9.83% (2)

3-month LIBOR

Mizuho Capital Markets

212,183

(1)

Variable rate equal to 3-month LIBOR + 3.75%, subject to a floor of 4.25%.

(2)

Variable rate equal to 3-month LIBOR + 9.00%.

Trade Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
December 31, 2021

September 2020

39,607,744

September 2020

Sept 2025

4.25% (1)

9.20% (3)

3-month LIBOR

Mizuho Capital Markets

77,061

September 2020

63,500,000

September 2020

Mar 2022

1.00% (2)

9.20% (3)

3-month LIBOR

Mizuho Capital Markets

215,267

292,328

(1)

Variable rate equal to 3-month LIBOR + 3.75%, subject to a floor of 4.25%.

(2)

Variable rate equal to 3-month LIBOR + 0.50%, subject to a floor of 1.00%.

(3)

Variable rate equal to 3-month LIBOR + 9.00%.

The total return swap has the Partnership’s Secured Notes with Mizuho as the specified reference security (Note 15). The notional amount of the total return swaps is $103.0 million. The rate received the total return swap is equal to the interest rate on the Secured Notes such that they offset one another, resulting in a net interest cost equal to the rate paid on the total return swap. Under the total return swap, the Partnership is liable for any decline in the value of the Secured Notes. If the fair value of the underlying Secured Notes is less than the outstanding principal balance, the Partnership is required to post additional cash collateral equal to the amount of the deficit. Such a deficit will also be reflected in the fair value of the total return swaps.

The Partnership was required to initially fund cash collateral with Mizuho for each total return swap. The total return swap with a current notional amount of $103.0 million requires the Partnership to maintain cash collateral equal to 35% of the notional amount. The second total return swap, which was terminated in March 2022, required the Partnership to maintain cash collateral equal to 100% of the notional amount. In March 2022, the Partnership allocated the notional amount of $63.5 million from the second total return swap to the first total return swap which resulted in an increase in unrestricted cash of approximately $41.3 million.

Interest Rate Cap Agreement

The Partnership has entered into an interest rate cap agreement to mitigate our exposure to interest rate fluctuations on variable-rate debt financing facilities. The following tables summarize the Partnership’s interest rate cap agreement as of March 31, 2022 and December 31, 2021:

Purchase Date

Notional Amount

Maturity
Date

Effective
Capped
Rate (1)

Index

Variable Debt
Financing
Hedged (1)

Counterparty

Fair Value as of
March 31, 2022

August 2019

76,184,554

Aug 2024

4.5

SIFMA

M31 TEBS

Barclays Bank PLC

185,475

(1)

See Notes 15 and 22 for additional details.

Purchase Date

Notional Amount

Maturity
Date

Effective
Capped
Rate (1)

Index

Variable Debt
Financing
Hedged (1)

Counterparty

Fair Value as of
December 31, 2021

August 2019

76,544,336

Aug 2024

4.5

SIFMA

M31 TEBS

Barclays Bank PLC

51,090

(1)

See Notes 15 and 22 for additional details.

18. Commitments and Contingencies

Legal Proceedings

The Partnership, from time to time, is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur and the amount of the loss can be reasonably estimated, the estimated amount of the loss is accrued in the Partnership's condensed consolidated financial statements. If the Partnership determines that a loss is reasonably possible, the Partnership will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While the resolution of these matters cannot be predicted with certainty, the Partnership currently believes there are no pending legal proceedings in which the Partnership is currently involved the outcome of which will have a material effect on the Partnership’s financial condition, results of operations, or cash flows.

Bond Purchase Commitments

The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded as gains or losses on the Partnership's condensed consolidated statements of comprehensive income (loss). The following table summarizes the Partnership’s bond purchase commitments as of March 31, 2022:


Bond Purchase Commitments	Commitment Date	Maximum Committed Amounts Remaining		Rate			Estimated Closing Date	Fair Value as of March 31, 2022
CCBA Senior Garden Apartments	July 2020	$	3,807,000		4.50	%	Q3 2022	$	-
Anaheim & Walnut	September 2021		3,900,000		4.85	%	Q3 2024		145,323
		$	7,707,000					$	145,323

Investment Commitments

The Partnership has remaining commitments to provide additional funding of certain MRBs, taxable MRBs, GILs, taxable GILs, and property loans while the secured properties are under construction or rehabilitation. The Partnership also has outstanding commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership's total and remaining commitments as of March 31, 2022:

Property Name

Commitment Date

Maturity Date

Interest Rate

Total Initial Commitment

Remaining Commitment
as of March 31, 2022

Mortgage Revenue Bonds

Residency at the Mayer - Series A

October 2021

April 2039

SOFR + 3.60% (1)