UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO
As of March 31, 2023, the registrant had
INDEX
PART I – FINANCIAL INFORMATION
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5 |
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5 |
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6 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) |
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7 |
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8 |
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9 |
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10 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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56 |
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87 |
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91 |
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PART II – OTHER INFORMATION |
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92 |
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92 |
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93 |
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Forward-Looking Statements
This Quarterly Report (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties contained in this report, and accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in Item 1A of Greystone Housing Impact Investors LP’s Annual Report on Form 10-K for the year ended December 31, 2022 and in this report.
These forward-looking statements are subject, but not limited, to various risks and uncertainties, including those relating to:
Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.
All references to “we,” “us,” “our” and the “Partnership” in this report mean Greystone Housing Impact Investors LP, its wholly owned subsidiaries and our consolidated Variable Interest Entities ("VIE" or "VIEs"). See Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this report for additional details.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
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March 31, 2023 |
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December 31, 2022 |
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Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Interest receivable, net |
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Mortgage revenue bonds held in trust, at fair value (Note 6) |
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Mortgage revenue bonds, at fair value (Note 6) |
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Governmental issuer loans |
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Governmental issuer loans held in trust (Note 7) |
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Allowance for credit losses (Note 13) |
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( |
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- |
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Governmental issuer loans, net |
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Property loans |
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Property loans (Note 8) |
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Allowance for credit losses (Note 13) |
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( |
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( |
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Property loans, net |
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Investments in unconsolidated entities (Note 9) |
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Real estate assets, net (Note 10) |
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Other assets (Note 12) |
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Total Assets |
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$ |
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$ |
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Liabilities: |
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Accounts payable, accrued expenses and other liabilities (Note 14) |
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$ |
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$ |
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Distribution payable |
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Secured lines of credit (Note 15) |
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Debt financing, net (Note 16) |
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Mortgages payable and other secured financing, net (Note 17) |
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Total Liabilities |
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Redeemable Preferred Units, $ |
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Partnersʼ Capital: |
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General Partner (Note 1) |
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Beneficial Unit Certificates ("BUCs," Note 1) |
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Total Partnersʼ Capital |
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Total Liabilities and Partnersʼ Capital |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
5
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Revenues: |
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Investment income |
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$ |
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$ |
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Property revenues |
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Other interest income |
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Total revenues |
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Expenses: |
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Real estate operating (exclusive of items shown below) |
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Provision for credit losses (Note 13) |
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( |
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- |
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Depreciation and amortization |
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Interest expense |
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General and administrative |
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Total expenses |
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Other Income: |
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Gain on sale of investments in unconsolidated entities |
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Income before income taxes |
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Income tax expense |
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Net income |
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Redeemable Preferred Unit distributions and accretion |
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( |
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( |
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Net income available to Partners |
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$ |
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$ |
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Net income available to Partners allocated to: |
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General Partner |
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$ |
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$ |
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Limited Partners - BUCs |
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Limited Partners - Restricted units |
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$ |
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$ |
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BUC holders' interest in net income per BUC, basic and diluted |
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$ |
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$ |
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* |
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Weighted average number of BUCs outstanding, basic |
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* |
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Weighted average number of BUCs outstanding, diluted |
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* |
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* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs (the “Reverse Unit Split”). On October 31, 2022, the Partnership completed a distribution in the form of additional BUCs at a ratio of
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
GREYSTONE HOUSEING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Net income |
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$ |
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$ |
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Unrealized gain (loss) on securities |
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( |
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Unrealized gain (loss) on bond purchase commitments |
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( |
) |
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Comprehensive income (loss) |
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$ |
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$ |
( |
) |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
7
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(UNAUDITED)
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General Partner |
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# of BUCs - |
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BUCs |
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Total |
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Accumulated Other |
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Balance as of December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Cumulative effect of accounting change (Note 2) |
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( |
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- |
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( |
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( |
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- |
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Distributions paid or accrued ($ |
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Regular distribution |
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( |
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- |
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( |
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( |
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- |
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Distribution of Tier 2 income (Note 3) |
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( |
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- |
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( |
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( |
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- |
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Cash paid in lieu of fractional BUCs |
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- |
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- |
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( |
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( |
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- |
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Net income allocable to Partners |
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- |
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- |
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Restricted units awarded |
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- |
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- |
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- |
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- |
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Rounding of BUCs related to BUCs Distributions |
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- |
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( |
) |
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- |
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- |
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- |
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Restricted unit compensation expense |
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- |
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- |
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Unrealized gain on securities |
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- |
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Unrealized gain on bond purchase commitments |
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- |
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Balance as of March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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General Partner |
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# of BUCs - |
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BUCs |
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Total |
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Accumulated Other |
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Balance as of December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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Distributions paid or accrued ($ |
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Distribution of Tier 2 income (Note 3) |
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( |
) |
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- |
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( |
) |
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( |
) |
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- |
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Net income allocable to Partners |
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- |
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- |
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Restricted unit compensation expense |
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- |
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- |
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Unrealized loss on securities |
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( |
) |
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- |
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( |
) |
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( |
) |
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( |
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Unrealized loss on bond purchase commitments |
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( |
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- |
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( |
) |
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( |
) |
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( |
) |
Balance as of March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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* On April 1, 2022, the Partnership effected a one-for-three Reverse Unit Split of its outstanding BUCs. On October 31, 2022, the Partnership completed the Third Quarter BUCs Distribution at a ratio of
The accompanying notes are an integral part of the condensed consolidated financial statements.
8
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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For the Three Months Ended March 31, |
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2023 |
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2022 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
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Amortization of deferred financing costs |
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Gain on sale of investments in unconsolidated entities |
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( |
) |
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( |
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Provision for credit losses |
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( |
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- |
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Recovery of prior credit loss |
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( |
) |
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( |
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(Gain) loss on derivative instruments, net of cash paid |
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( |
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Restricted unit compensation expense |
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Bond premium, discount and origination fee amortization |
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( |
) |
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( |
) |
Debt premium amortization |
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( |
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( |
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Deferred income tax expense & income tax payable/receivable |
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Change in preferred return receivable from unconsolidated entities, net |
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( |
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( |
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Changes in operating assets and liabilities |
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(Increase) decrease in interest receivable |
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( |
) |
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Increase in other assets |
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( |
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( |
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Decrease in accounts payable, accrued expenses and other liabilities |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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( |
) |
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( |
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Proceeds from sale of land held for development |
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- |
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Advances on mortgage revenue bonds |
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( |
) |
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( |
) |
Advances on taxable mortgage revenue bonds |
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( |
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( |
) |
Advances on governmental issuer loans |
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( |
) |
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( |
) |
Advances on taxable governmental issuer loans |
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( |
) |
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- |
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Advances on property loans |
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( |
) |
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( |
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Contributions to unconsolidated entities |
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( |
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( |
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Proceeds from sale of investments in unconsolidated entities |
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Return of investments in unconsolidated entities |
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- |
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Principal payments received on mortgage revenue bonds and contingent interest |
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Principal payments received on taxable mortgage revenue bonds |
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Principal payments received on property loans |
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Net cash used in investing activities |
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( |
) |
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( |
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Cash flows from financing activities: |
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Distributions paid |
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( |
) |
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( |
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Proceeds from debt financing |
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Principal payments on debt financing |
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( |
) |
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( |
) |
Principal payments on mortgages payable |
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- |
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( |
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Principal borrowing on secured lines of credit |
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- |
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Principal payments on secured lines of credit |
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( |
) |
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( |
) |
Decrease in security deposit liability related to restricted cash |
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( |
) |
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( |
) |
Proceeds upon issuance of Redeemable Preferred Units |
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- |
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Debt financing and other deferred costs paid |
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( |
) |
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( |
) |
Net cash provided by financing activities |
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Net increase (decrease) in cash, cash equivalents and restricted cash |
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( |
) |
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Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid during the period for interest |
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$ |
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$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Distributions declared but not paid for BUCs and General Partner |
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Distributions declared but not paid for Preferred Units |
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Exchange of Redeemable Preferred Units |
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- |
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Non-cash contribution to unconsolidated entity |
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- |
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Deferred financing costs financed through accounts payable |
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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:
|
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March 31, 2023 |
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March 31, 2022 |
|
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Total cash, cash equivalents and restricted cash |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
9
GREYSTONE HOUSING IMPACT INVESTORS LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The Partnership was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act primarily for the purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds (“MRBs”) that have been issued to provide construction and/or permanent financing for affordable multifamily and student housing residential properties and commercial properties. The Partnership has also invested in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. The Partnership expects and believes the interest earned on these MRBs and GILs is excludable from gross income for federal income tax purposes. The Partnership may also invest in other types of securities, including taxable MRBs and taxable GILs secured by real estate and may make property loans to multifamily residential properties which may or may not be financed by MRBs or GILs held by the Partnership and may or may not be secured by real estate.
The Partnership also makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or a sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until the “highest and best use” can be determined by management.
The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited partnership interests to investors (“BUC holders”). The Partnership has designated
On December 5, 2022, America First Capital Associates Limited Partnership Two (the “General Partner” or “AFCA 2”), in its capacity as the general partner of the Partnership, and Greystone ILP, Inc. (the “Initial Limited Partner”), in its capacity as the initial limited partner of the Partnership, entered into the Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Mortgage investments, as defined in the Partnership Agreement, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans. The Partnership Agreement authorizes the Partnership to make investments in tax-exempt securities other than mortgage investments provided that the tax-exempt investments are rated in
AFCA 2 is the sole general partner of the Partnership. Greystone Manager, the general partner of AFCA 2, an affiliate of Greystone & Co. II LLC (collectively with its affiliates, “Greystone”).
All disclosures of the number of rental units for properties related to MRBs, GILs, property loans and MF Properties are unaudited.
2. Summary of Significant Accounting Policies
Consolidation
The “Partnership,” as used herein, includes Greystone Housing Impact Investors LP, its consolidated subsidiaries and consolidated variable interest entities (Note 5). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:
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The Partnership also consolidates variable interest entities (“VIEs”) in which the Partnership is deemed to be the primary beneficiary.
Investments in 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 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. See Note 23 for a description of the Partnership’s methodology for estimating the fair value of MRBs and taxable MRBs. The Partnership reports interest receivables for MRBs and taxable MRBs separately from the reported fair value within “Interest receivable, net” on the condensed consolidated balance sheets.
Investments in Government Issuer Loans and Taxable Governmental Issuer Loans
The Partnership accounts for its investment in governmental issuer loans (“GILs”) and taxable GILs under the accounting guidance for certain investments in debt and equity securities. The Partnership’s investment in these instruments are classified as held-to-maturity debt securities and are reported at amortized cost, which is net of unamortized loan origination costs, discounts, and allowance for credit losses. The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an allowance for credit loss will be recognized or the outstanding balance will be written off. The Partnership reports interest receivables for GILs and taxable GILs separately from the amortized cost basis within “Interest receivable, net” on the condensed consolidated balance sheets.
Property Loans
The Partnership invests in property loans made to the owners of certain multifamily, student housing and skilled nursing properties. The property loans are considered held-for-investment and are reported at amortized cost, which is net of unamortized loan origination costs, discounts, and allowance for credit losses. Most property loans have been made to multifamily properties that secure MRBs and GILs owned by the Partnership. The Partnership recognizes interest income on the property loans as earned and the interest income is reported within “Other interest income” on the Partnership’s condensed consolidated statements of operations. Interest income is not recognized for property loans that are deemed to be in nonaccrual status. If collection of outstanding principal and interest receivable balances is not probable, the loan is placed on non-accrual status and either an allowance for credit loss will be recognized or the outstanding balance will be written off. Interest income is recognized upon the repayment of these property loans and accrued interest which is dependent largely on the cash flows or proceeds upon sale or refinancing of the related property. The Partnership reports interest receivables for property loans separately from the amortized cost basis within “Interest receivable, net” on the condensed consolidated balance sheets.
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Allowance for Credit Losses
On January 1, 2023, the Partnership adopted Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses, and subsequent related amendments (“ASC 326”), which replaced the incurred loss methodology with an expected loss model known as the Current Expected Credit Loss (“CECL”) model. The CECL model establishes a single allowance framework for financial assets carried at amortized cost which reflects an estimate of credit losses over the remaining expected life of financial assets. The adoption of the ASU 2016-13 requires a cumulative-effect adjustment to Partners’ Capital upon adoption. Additionally, ASU 2016-13 requires enhanced disclosures, included additional disclosures regarding credit quality. The allowance for credit losses is presented as a valuation reserve to the corresponding assets on the Partnership’s condensed consolidated balance sheets. Expected credit losses related to non-cancelable unfunded commitments and financial guaranties are accounted for as separate liabilities and are included in “Accounts payable, accrued expenses and other liabilities” on the Partnership’s condensed consolidated balance sheets. Upon adoption on January 1, 2023, the Partnership recorded a cumulative effect of accounting change of approximately $
Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments
The Partnership estimates allowances for credit losses for its GILs, taxable GILs, property loans and related non-cancelable funding commitments using a Weighted Average Remaining Maturity (“WARM”) method loss-rate model, combined with qualitative factors that are sensitive to changes in forecasted economic conditions. The Partnership applies qualitative factors related to risk factors and changes in current economic conditions that may not be adequately reflected in quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Partnership’s best estimate of current expected credit losses. The WARM method pools assets sharing similar characteristics and utilizes a historical annual charge-off rate which is applied to the outstanding asset balances over the remaining weighted average life of the pool, adjusted for certain qualitative factors to estimate expected credit losses. The Partnership has minimal history with GILs, taxable GILs, and property loans to date and has had minimal historical credit losses to date. As such, the Partnership uses historical annual charge-off data for similar assets from publicly available loan data through the Federal Financial Institution Examination Council (“FFEIC”). The Partnership adjusts for current conditions and the impact of qualitative forecasts that are reasonable and supportable. The Partnership assesses qualitative adjustments related to, but not limited to, credit quality changes in the asset portfolio, general economic conditions, changes in the affordable multifamily real estate markets, changes in lending policies and underwriting, and underlying collateral values.
The Partnership will elect to separately evaluate an asset if it no longer shares the same risk characteristics as the respective pool or the specific investment attributes do not lend to analysis with a model-based approach. For collateral-dependent assets when foreclosure is probable, the Partnership will apply a practical expedient to estimate current expected credit losses as the difference between the fair value of collateral and the amortized cost of the asset.
Charge-offs to the allowance for credit losses occur when losses are confirmed through the receipt of cash or other consideration from the completion of a sale, when a modification or restructuring takes place in which the Partnership grants a concession to a borrower or agrees to a discount in full or partial satisfaction of the asset, when the Partnership takes ownership and control of the underlying collateral in full satisfaction of the asset, or when significant collection efforts have ceased and it is highly likely that a loss has been realized.
The Partnership has elected to not measure an allowance for credit losses on accrued interest receivables related to its GILs, taxable GILs and property loans because uncollectable accrued interest receivable is written off in a timely manner pursuant to policies for placing assets on non-accrual status.
Available-for-Sale Debt Securities
The Partnership periodically determines if allowances of credit losses are needed for its MRBs and taxable MRBs under the applicable guidance for available-for-sale debt securities. The Partnership evaluates whether unrealized losses are considered impairments based on various factors including, but not necessarily limited to, the following:
12
While the Partnership evaluates all available information, it focuses specifically on whether the estimated fair value of the security is below amortized cost. If the estimated fair value of an MRB 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 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 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 amortized cost basis of the MRB and records any provision for credit losses as an adjustment to the allowance for credit losses. The Partnership has elected to not measure an allowance for credit losses on accrued interest receivables related to its MRBs and taxable MRBs because uncollectable accrued interest receivable is written off in a timely manner pursuant to policies for placing assets on non-accrual status.
The recognition of an 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 on the Partnership's condensed consolidated financial statements. If the Partnership experiences deterioration in the values of its MRB portfolio, the Partnership may incur impairments or provisions for credit losses that could negatively impact the Partnership’s financial condition, cash flows, and reported earnings. The Partnership periodically reviews any previously impaired MRBs for indications of a recovery of value. If a recovery of value is identified, the Partnership will report the recovery of prior credit losses through its allowance for credit losses as a provision for credit losses (recoveries). For MRB impairment recoveries identified prior to the adoption of the CECL model, the Partnership will accrete the recovery of prior credit losses into investment income over the remaining term of the MRB.
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 most significant estimates and assumptions include those used in determining: (i) the fair value of MRBs and taxable MRBs; (ii) investment impairments; (iii) impairment of real estate assets; and (iv) allowances for credit losses.
The Partnership’s condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2022. These condensed consolidated financial statements and notes have been prepared consistently with the 2022 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, 2023, 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, 2022 was derived from the audited annual consolidated financial statements but does not contain all the footnote disclosures from the annual consolidated financial statements.
Risks and Uncertainties
The Federal Reserve announced seven increases in short-term interest rates totaling
The current inflationary environment in the United States may increase operating expenses at properties securing the Partnership’s investments and general operations, which may reduce net operating results of the related properties and result in lower debt service coverage or higher than anticipated capitalized interest requirements for properties under construction. Such occurrences may negatively
13
impact the value of the Partnership’s investments. Higher general and administrative expenses of the Partnership and real estate operating expenses of the MF Properties may adversely affect the Partnership’s operating results, including a reduction in net income.
Furthermore, the potential for an economic recession either globally or locally in the U.S. or other economies could further impact the valuation of our investment assets, limit the Partnership’s ability to obtain additional debt financing from lenders, and limit opportunities for additional investments.
Recently Issued Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, which 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. In general, the allowance for credit losses is expected to increase when changing from an incurred loss to expected loss methodology. 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. ASU 2016-13 became effective for the Partnership on January 1, 2023 and was adopted through a cumulative-effect adjustment to Partners’ Capital as of that date. See the Allowance for Credit Losses accounting policy above and Note 13 for further details.
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, 2024. 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 does not currently expect the adoption of ASU 2020-04 to have a material impact on the Partnership's condensed consolidated financial statements.
3. Partnership Income, Expenses and Distributions
The Partnership Agreement contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations, and for the allocation of income and loss arising from a repayment, sale, or liquidation of investments. Income and losses will be allocated to each Unitholder on a periodic basis, as determined by the General Partner, based on the number of Preferred Units and BUCs held by each Unitholder as of the last day of the period for which such allocation is to be made. Distributions of Net Interest Income and Net Residual Proceeds will be made to each Unitholder of record on the last day of each distribution period based on the number of Preferred Units and BUCs held by each Unitholder on that date. Cash distributions are currently made on a quarterly basis. The holders of the Preferred Units are entitled to distributions at a fixed rate per annum prior to payment of distributions to other Unitholders.
For purposes of the Partnership Agreement, income and cash received by the Partnership from its investments in MF Properties, investments in unconsolidated entities, and property loans will be included in the Partnership’s Net Interest Income, and cash distributions received by the Partnership from the sale or redemption of such investments will be included in the Partnership’s Net Residual Proceeds.
Net Interest Income (Tier 1) is allocated
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
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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 senior securities related to the TOB, term TOB, and TEBS financings as secured debt financings on the Partnership's condensed consolidated balance sheets (Note 16). The investment assets securing the TOB, Term TOB and TEBS financings are reported as assets on the Partnership's condensed consolidated balance sheets (Notes 6, 7, 8 and 12).
The Partnership has determined its investment in Vantage at San Marcos is a VIE and the Partnership is the primary beneficiary. The Partnership may currently require the managing member of the VIE to purchase the Partnership’s equity investment in the VIE at a price equal to the Partnership’s carrying value. If the Partnership were to redeem its investment, the underlying assets of the property would likely need to be sold. If the underlying assets were sold, the extent to which the VIE will be exposed to gains or losses would result from decisions made by the Partnership. The Partnership’s option to redeem its investment in Vantage at San Marcos became effective beginning in the fourth quarter of 2021. As the primary beneficiary, the Partnership reports the assets and liabilities of Vantage at San Marcos on a consolidated basis, which consist of a real estate asset investment (Note 10), mortgage payable (Note 17), and current liabilities associated with the construction costs of a market-rate multifamily property (Note 14). If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the VIE may be deconsolidated.
Non-Consolidated VIEs
The Partnership has variable interests in various VIEs in the form of MRBs, taxable MRBs, GILs, taxable GILs, property loans and investments in unconsolidated entities. These variable interests do not allow the Partnership to direct the activities that most significantly impact the economic performance of such VIEs. As a result, the Partnership is not considered the primary beneficiary and does not consolidate the financial statements of these VIEs in the Partnership's condensed consolidated financial statements.
The Partnership held variable interests in
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Maximum Exposure to Loss of |
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March 31, 2023 |
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December 31, 2022 |
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Mortgage revenue bonds |
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$ |
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$ |
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Taxable mortgage revenue bonds |
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Governmental issuer loans |
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Taxable governmental issuer loans |
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Property loans |
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Investments in unconsolidated entities |
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$ |
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$ |
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The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with MRBs and taxable MRBs as of March 31, 2023 is equal to the Partnership’s cost adjusted for paydowns. The difference between the MRB carrying value in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is a function of the unrealized gains or losses. The Partnership has future MRB and taxable MRB funding commitments related to non-consolidated VIEs totaling $
The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with GILs, taxable GILs, property loans and investments in unconsolidated entities as of March 31, 2023 is equal to the Partnership’s carrying value. The Partnership has future GIL, taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $
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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 16). The MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis.
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March 31, 2023 |
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Description of Mortgage Revenue Bonds Held in Trust |
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Cost Adjusted for |
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Cumulative |
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Cumulative |
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Estimated Fair Value |
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Courtyard - Series A (4) |
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$ |
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$ |
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$ |
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$ |
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Glenview Apartments - Series A (3) |
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Harmony Court Bakersfield - Series A (4) |
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Harmony Terrace - Series A (4) |
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Harden Ranch - Series A (2) |
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Las Palmas II - Series A (4) |
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Lutheran Gardens (7), (8) |
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CA |
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Montclair Apartments - Series A (3) |
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CA |
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Montecito at Williams Ranch Apartments - Series A (6) |
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CA |
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Montevista - Series A (6) |
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- |
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Ocotillo Springs - Series A (6), (9) |
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CA |
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( |
) |
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Residency at Empire - Series BB-1 (6) |
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CA |
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Residency at Empire - Series BB-2 (6) |
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CA |
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Residency at the Entrepreneur - Series J-1 (6) |
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CA |
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- |
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Residency at the Entrepreneur - Series J-2 (6) |
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CA |
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- |
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Residency at the Entrepreneur - Series J-3 (6) |
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CA |
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- |
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Residency at the Mayer - Series A (6) |
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CA |
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- |
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San Vicente - Series A (4) |
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CA |
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- |
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Santa Fe Apartments - Series A (3) |
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CA |
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Seasons at Simi Valley - Series A (4) |
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Seasons Lakewood - Series A (4) |
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Seasons San Juan Capistrano - Series A (4) |
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Summerhill - Series A (4) |
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Sycamore Walk - Series A (4) |
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The Village at Madera - Series A (4) |
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Tyler Park Townhomes - Series A (2) |
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Vineyard Gardens - Series A (6) |
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Westside Village Market - Series A (2) |
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Brookstone (1) |
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IL |
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Copper Gate Apartments (2) |
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Renaissance - Series A (3) |
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Live 929 Apartments - Series 2022A (6) |
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MD |
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Jackson Manor Apartments (6) |
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Silver Moon - Series A (3) |
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Village at Avalon (5) |
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Columbia Gardens (4) |
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Companion at Thornhill Apartments (4) |
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The Ivy Apartments (6) |
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The Palms at Premier Park Apartments (2) |
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The Park at Sondrio - Series 2022A (6) |
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The Park at Vietti - Series 2022A (6) |
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Village at River's Edge (4) |
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Willow Run (4) |
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Windsor Shores Apartments - Series A (6) |
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SC |
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Arbors at Hickory Ridge (2) |
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TN |
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- |
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Avistar at Copperfield - Series A (6) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wilcrest - Series A (6) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wood Hollow - Series A (6) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Hills - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Bruton Apartments (4) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Concord at Gulfgate - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Little York - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Williamcrest - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Crossing at 1415 - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Decatur Angle (4) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Esperanza at Palo Alto (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heights at 515 - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heritage Square - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Oaks at Georgetown - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Runnymede (1) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Southpark (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
15 West Apartments (4) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds held in trust |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
17
|
|
March 31, 2023 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds held by the Partnership |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
CCBA Senior Garden Apartments |
|
CA |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Residency at Empire - Series BB-3 |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-5 |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Solano Vista - Series A |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Meadow Valley (1) |
|
MI |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Provision Center 2014-1 |
|
TN |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Avistar at the Crest - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds held by the Partnership |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
18
|
|
December 31, 2022 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds Held in Trust |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Courtyard - Series A (4) |
|
CA |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Glenview Apartments - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Court Bakersfield - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Terrace - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harden Ranch - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Las Palmas II - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Lutheran Gardens (7) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montclair Apartments - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montecito at Williams Ranch Apartments - Series A (6) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montevista - Series A (6) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Ocotillo Springs - Series A (6), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-1 (6) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-2 (6) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-3 (6) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Mayer - Series A (6) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
San Vicente - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Santa Fe Apartments - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons at Simi Valley - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons Lakewood - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons San Juan Capistrano - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Summerhill - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Sycamore Walk - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Village at Madera - Series A (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Tyler Park Townhomes - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Vineyard Gardens - Series A (6) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Westside Village Market - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Brookstone (1) |
|
IL |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Copper Gate Apartments (2) |
|
IN |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Renaissance - Series A (3) |
|
LA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Live 929 Apartments - Series 2022A (6) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Jackson Manor Apartments (6) |
|
MS |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Greens Property - Series A (2) |
|
NC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Silver Moon - Series A (3) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Avalon (5) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Columbia Gardens (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Companion at Thornhill Apartments (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Palms at Premier Park Apartments (2) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Sondrio - Series 2022A (6) |
|
SC |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
The Park at Vietti - Series 2022A (6) |
|
SC |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Village at River's Edge (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Willow Run (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Arbors at Hickory Ridge (2) |
|
TN |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Copperfield - Series A (6) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wilcrest - Series A (6) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wood Hollow - Series A (6) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Hills - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Bruton Apartments (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Gulfgate - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Little York - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Williamcrest - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Crossing at 1415 - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Decatur Angle (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Esperanza at Palo Alto (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heights at 515 - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heritage Square - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Oaks at Georgetown - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Runnymede (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Southpark (1) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
15 West Apartments (4) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds held in trust |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
19
|
|
December 31, 2022 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds held by the Partnership |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
CCBA Senior Garden Apartments |
|
CA |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Residency at Empire - Series BB-1 |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at Empire - Series BB-2 |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at Empire - Series BB-3 |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Solano Vista - Series A |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Meadow Valley (1) |
|
MI |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Greens Property - Series B |
|
NC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Provision Center 2014-1 |
|
TN |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Avistar at the Crest - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds held by the Partnership |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
The Partnership has accrued interest receivable related to its MRBs of $
The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2023. See Note 19 for additional information regarding the Partnership’s MRB funding commitments.
See Note 23 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.
On
MRB Activity in the First Three Months of 2023
Acquisitions:
The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the three months ended March 31, 2023:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
|
Initial Principal Funding |
|
|||
Windsor Shores Apartments - Series A |
|
|
Columbia, SC |
|
|
|
|
|
|
% |
|
$ |
|
|||||
The Ivy Apartments |
|
|
Greenville, SC |
|
|
|
|
|
|
% |
|
|
|
|||||
Residency at the Entrepreneur J-5 - MRB (1) |
|
|
Los Angeles, CA |
|
|
|
|
|
SOFR + |
|
(2) |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
20
Redemptions:
The following MRBs were redeemed at prices that approximated the Partnership’s carrying value plus accrued interest during the three months ended March 31, 2023:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Greens Property - Series A |
|
|
Durham, NC |
|
|
|
|
|
|
% |
|
$ |
|
|||||
Greens Property - Series B |
|
|
Durham, NC |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
MRB Activity in the First Three Months of 2022
Restructurings:
In January 2022, the Live 929 Apartments property completed a restructuring of the Partnership’s MRBs and property loan. The Partnership’s Live 929 Apartments – 2014 Series A and Live 929 Apartments – 2014 Series B MRBs were redeemed at par plus accrued interest. The following tables summarizes the terms of the MRBs upon redemption:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Live 929 Apartments - 2014 Series A |
|
|
Baltimore, MD |
|
|
|
|
|
|
% |
|
$ |
|
|||||
Live 929 Apartments - 2014 Series B |
|
|
Baltimore, MD |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Upon restructuring, the Partnership used the proceeds of the redeemed MRBs plus additional cash to acquire a new series of MRB secured by the Live 929 Apartments property, the Series 2022A MRB. The following tables summarizes the MRB that was acquired as part of the restructuring of the Live 929 Apartments MRBs:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
|
Principal Acquired |
|
|||
Live 929 Apartments - Series 2022A |
|
|
Baltimore, MD |
|
|
|
|
|
|
% |
|
$ |
|
|||||
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 |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Ohio Properties - Series A |
|
|
(1) |
|
|
|
|
|
|
% |
|
$ |
|
|||||
Ohio Properties - Series B |
|
|
(1) |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Acquisitions:
21
There were no MRBs acquired during the three months ended March 31, 2022.
7. Governmental Issuer Loans
The Partnership invests in GILs that are issued by state or local governmental authorities to finance the construction of affordable multifamily properties. The Partnership expects and believes the interest earned on the GILs is excludable from gross income for federal income tax purposes. The GILs do not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any state government pledged to the payment of principal or interest on the GILs. Each GIL is secured by a mortgage on all real and personal property of the affordable multifamily property. The GILs share first mortgage lien positions with property loans and/or taxable GILs owned by the Partnership (Notes 8 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, 2023 and December 31, 2022 (Note 16). At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met.
22
The Partnership had the following GIL investments as of March 31, 2023 and December 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2023 |
|
||||
Property Name |
|
Month |
|
Property |
|
Units |
|
|
Maturity |
|
Interest Rate (2) |
|
Current Interest |
|
Amortized |
|
||
Scharbauer Flats Apartments (3) |
|
|
Midland, TX |
|
|
|
|
SIFMA + |
|
|
$ |
|
||||||
Oasis at Twin Lakes (3) |
|
|
Roseville, MN |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Centennial Crossings (3) |
|
|
Centennial, CO |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Legacy Commons at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Hilltop at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Hope on Avalon |
|
|
Los Angeles, CA |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Hope on Broadway |
|
|
Los Angeles, CA |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Osprey Village (3) |
|
|
Kissimmee, FL |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments (3) |
|
|
McDonough, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Magnolia Heights (3) |
|
|
Covington, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Poppy Grove I (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove II (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||
23
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2022 |
|
||||
Property Name |
|
Month |
|
Property |
|
Units |
|
|
Maturity |
|
Variable Interest |
|
Current Interest |
|
Amortized |
|
||
Scharbauer Flats Apartments (3) |
|
|
Midland, TX |
|
|
|
|
SIFMA + |
|
|
$ |
|
||||||
Oasis at Twin Lakes (3) |
|
|
Roseville, MN |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Centennial Crossings (3) |
|
|
Centennial, CO |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Legacy Commons at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Hilltop at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Hope on Avalon |
|
|
Los Angeles, CA |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Hope on Broadway |
|
|
Los Angeles, CA |
|
|
|
|
SIFMA + |
|
|
|
|
||||||
Osprey Village (3) |
|
|
Kissimmee, FL |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments (3) |
|
|
McDonough, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Magnolia Heights (3) |
|
|
Covington, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Poppy Grove I (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove II (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||
The Partnership has accrued interest receivable related to its GILs of $
The Partnership has remaining commitments to provide additional funding of certain GILs during construction and/or rehabilitation of the secured properties as of March 31, 2023. See Note 19 for further information regarding the Partnership’s remaining GIL funding commitments.
On January 1, 2023, the Partnership adopted ASU 2016-13 which replaced the incurred loss methodology with an expected loss model known as the CECL model. The Partnership’s allowance for credit losses associated with its GILs was approximately $
8
The following tables summarize the Partnership’s property loans, net of asset-specific loan loss allowances, as of March 31, 2023 and December 31, 2022:
24
|
|
March 31, 2023 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Asset-Specific Allowance for Credit Losses |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Centennial Crossings |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
LIBOR + |
|
|||
Hilltop at Signal Hills |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Legacy Commons at Signal Hills |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Magnolia Heights |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Oasis at Twin Lakes |
|
|
|
|
|
- |
|
|
|
|
|
|
LIBOR + |
|
|||
Osprey Village |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Scharbauer Flats Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
LIBOR + |
|
|||
Willow Place Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mezzanine Financing (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The 50/50 MF Property |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Avistar (February 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Avistar (June 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Live 929 Apartments |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
||
25
|
|
December 31, 2022 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Asset-Specific Allowance for Credit Losses |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Centennial Crossings |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
LIBOR + |
|
|||
Hilltop at Signal Hills |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Legacy Commons at Signal Hills |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Magnolia Heights |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Oasis at Twin Lakes |
|
|
|
|
|
- |
|
|
|
|
|
|
LIBOR + |
|
|||
Osprey Village |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Scharbauer Flats Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
LIBOR + |
|
|||
Willow Place Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
SOFR + |
|
|||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mezzanine Financing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The 50/50 MF Property |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Avistar (February 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Avistar (June 2013 portfolio) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Greens Property |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Live 929 Apartments |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
||
The Partnership has accrued interest receivable related to its property loans of $
The Partnership has remaining commitments to provide additional funding of certain property loans during construction of the secured properties as of March 31, 2023. See Note 19 for further information regarding the Partnership’s remaining property loan funding commitments.
On January 1, 2023, the Partnership adopted ASU 2016-13 which replaced the incurred loss methodology with an expected loss model known as the CECL model. The Partnership allowances for credit losses associated with its property loans was approximately $
Activity in the First Three Months of 2023
In February 2023, the Greens Property loan was repaid in full. The partnership received proceeds of approximately $
In February 2023, the Partnership received a principal paydown of approximately $
In March 2023, the Partnership received a principal paydown of approximately $
Activity in the First Three Months of 2022
26
In January 2022, the Partnership received approximately $
In March 2022, the Ohio Properties property loans were repaid in full. The Partnership received approximately $
9. Investments in Unconsolidated Entities
The Partnership has non-controlling investments in unconsolidated entities. The Partnership applies the equity method of accounting by initially recording these investments at cost, subsequently adjusted for accrued preferred returns, the Partnership’s share of earnings (losses) of the unconsolidated entities, cash contributions, and distributions. The carrying value of the equity investments represents the Partnership’s maximum exposure to loss. The Partnership is entitled to a preferred return on invested capital in each unconsolidated entity. The Partnership’s preferred return is reported as “Investment income” on the Partnership’s condensed consolidated statements of operations.
An affiliate of the Vantage unconsolidated entities guarantees a preferred return on the Partnership’s Vantage investments through a date approximately five years after commencement of construction.
The following table provides the details of the investments in unconsolidated entities as of March 31, 2023 and December 31, 2022:
Property Name |
|
Location |
|
Units |
|
|
Construction Commencement Date |
|
Construction Completion Date |
|
Carrying Value as of March 31, 2023 |
|
|
Carrying Value as of December 31, 2022 |
|
|||
Current Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Conroe |
|
Conroe, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Tomball |
|
Tomball, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Hutto |
|
Hutto, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Vantage at Loveland |
|
Loveland, CO |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Vantage at Helotes |
|
Helotes, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Fair Oaks |
|
Boerne, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Vantage at McKinney Falls |
|
McKinney Falls, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Freestone Greeley |
|
Greeley, CO |
|
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Freestone Cresta Bella |
|
San Antonio, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Valage Senior Living Carson Valley |
|
Minden, NV |
|
|
|
(1) |
|
N/A |
|
|
|
|
|
- |
|
|||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Previously Sold Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Stone Creek |
|
Omaha, NE |
|
|
|
|
|
|
$ |
- |
|
|
$ |
|
||||
Vantage at Coventry |
|
Omaha, NE |
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of March 31, 2023. See Note 19 for further information regarding the Partnership’s remaining equity funding commitments.
Activity in the First Three Months of 2023
Sales Activity:
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2023:
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain (loss) |
|
||||
Vantage at Stone Creek |
|
Omaha, NE |
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Vantage at Coventry |
|
Omaha, NE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Murfreesboro |
|
Murfreesboro, TN |
|
|
|
|
(1) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
27
New Equity Commitments:
In February 2023, the Partnership executed a $
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 |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Vantage at Bulverde |
|
Bulverde, TX |
|
|
|
|
(1) |
|
|
|
|
|
- |
|
|
|
|
|||
Vantage at Germantown |
|
Germantown, TN |
|
|
|
|
(2) |
|
|
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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, 2023 and 2022:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Property Revenues |
|
$ |
|
|
$ |
|
||
Gain on sale of property |
|
$ |
|
|
$ |
|
||
Net income |
|
$ |
|
|
$ |
|
||
10
The following tables summarize information regarding the Partnership’s real estate assets as of March 31, 2023 and December 31, 2022:
Real Estate Assets as of March 31, 2023 |
|
|||||||||||||||||
Property Name |
|
Location |
|
Number of |
|
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
||||
Suites on Paseo |
|
San Diego, CA |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Vantage at San Marcos |
|
San Marcos, TX |
|
(1) |
|
|
|
|
|
|
|
|
|
|
||||
Land held for development |
|
|
|
(2) |
|
|
|
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Real estate assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
28
Real Estate Assets as of December 31, 2022 |
|
|||||||||||||||||
Property Name |
|
Location |
|
Number of |
|
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
||||
Suites on Paseo |
|
San Diego, CA |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Vantage at San Marcos |
|
San Marcos, TX |
|
(1) |
|
|
|
|
|
|
|
|
|
|
||||
Land held for development |
|
|
|
(2) |
|
|
|
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Real estate assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
In January 2023, the Partnership sold the land held for development in Omaha, NE and received proceeds of $
In December 2022, the Partnership sold
Net loss, exclusive of the gains on sale, related to The 50/50 MF Property for the three months ended March 31, 2023, and 2022 is as follows:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net loss |
|
$ |
- |
|
|
$ |
|
|
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 owned The 50/50 MF Property until December 2022, and also owns certain property loans.
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Current income tax expense |
|
$ |
|
|
$ |
|
||
Deferred income tax expense (benefit) |
|
|
( | ) |
|
|
|
|
Total income tax expense |
|
$ |
|
|
$ |
|
||
The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was
29
12. Other Assets
The following table summarizes the Partnership's other assets as of March 31, 2023 and December 31, 2022:
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Deferred financing costs, net |
|
$ |
|
|
$ |
|
||
Derivative instruments at fair value (Note 18) |
|
|
|
|
|
|
||
Taxable mortgage revenue bonds, at fair value |
|
|
|
|
|
|
||
Taxable governmental issuer loans: |
|
|
|
|
|
|
||
Taxable governmental issuer loans |
|
|
|
|
|
|
||
Allowance for credit losses (Note 13) |
|
|
( |
) |
|
|
- |
|
Taxable governmental issuer loans, net |
|
|
|
|
|
|
||
Bond purchase commitments, at fair value (Note 19) |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
The Partnership has remaining commitments to provide additional funding of the taxable GILs and taxable MRBs during construction and/or rehabilitation of the secured properties as of March 31, 2023. See Note 19 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.
On January 1, 2023, the Partnership adopted ASU 2016-13 which replaced the incurred loss methodology with an expected loss model known as the CECL model. See Note 13 for information regarding the Partnership’s allowance for credit losses related to its taxable GILs.
See Note 23 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, 2023,
Activity in the First Three Months of 2023
The following table includes details of the taxable MRB acquired during the three months ended March 31, 2023:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
Maturity Date |
|
Interest Rate |
|
Initial Principal Funding |
|
|
Taxable MRBs |
|
|
|
|
|
|
|
|
|
|
|
|||
Windsor Shores Apartments - Series B |
|
|
|
|
|
|
$ |
|
||||||
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 |
|
Date Committed |
|
Maturity Date |
|
Initial Principal Funding |
|
|
Total Commitment |
|
||
Taxable MRBs |
|
|
|
|
|
|
|
|
||||
Live 929 Apartments - Series 2022B |
|
|
|
$ |
|
|
$ |
|
||||
13. Allowance for Credit Losses
On January 1, 2023, the Partnership adopted ASU 2016-13 which replaced the incurred loss methodology with an expected loss model known as the CECL model. See Note 2 for further discussion of the Partnership’s Allowance for Credit Losses accounting policy.
Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments
30
The Partnership considers key credit quality indicators when estimating expected credit losses for assets recorded at amortized cost. Such assets primarily finance the construction or rehabilitation of affordable multifamily properties. The GILs are primarily repaid through a conversion to permanent financing pursuant to a forward commitment from Freddie Mac dependent on completion of construction and various other conditions that each property must meet. The property loans related to GILs are primarily to be repaid from future equity contributions by investors and other forward financing commitments provided by various parties. If Freddie Mac is not required to purchase the GIL and payment of the property loans from available sources is not made, the GIL and associated property loan will have defaulted, and the Partnership has the right to foreclose on the underlying property, the associated low income housing tax credits, and enforce the guaranty provisions against affiliates of the individual property borrower. Accordingly, the Partnership’s key credit quality indicators include, but are not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The property loans secured by other multifamily properties are repaid through property operations or future sales proceeds.
As a result of the adoption of ASU 2016-13 effective date of January 1, 2023, there is a lack of comparability in both the allowance and provisions for credit losses for the periods presented. Results for reporting periods beginning after January 1, 2023 are presented using the CECL methodology, while comparative period information continues to be reported in accordance with the incurred loss methodology in effect for prior years.
The following table summarizes the changes in the Partnership’s allowance for credit losses as of March 31, 2023:
|
|
For the Three Months Ended March 31, 2023 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
|
- |
|
|
|
- |
|
|
$ |
|
|
|
- |
|
|
|
|
||
Cumulative-effect adjustment upon adoption |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Current provision for expected credit losses |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
At adoption, on January 1, 2023, the Partnership recorded an allowance for credit losses of approximately $
The Partnership recorded a recovery of provision for credit losses of approximately $
Risk Ratings
The Partnership evaluates all GILs, taxable GILs and property loans on a quarterly basis and assigns a risk rating based upon management’s assessment of the borrower’s ability to pay debt service and the likelihood of repayment through the GIL’s conversion to Freddie Mac financing and the property loan’s payment from future equity contribution commitments. The assessment is subjective and based on multiple factors, including but not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The credit risk analysis and rating assignment is performed quarterly in conjunction with the Partnership’s assessment of its allowance for credit losses. The Partnership uses the following definitions for its risk ratings:
31
The following table summarizes the Partnership’s carrying value by origination year, grouped by risk rating as of March 31, 2023:
|
|
March 31, 2023 |
|
|||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
Prior |
|
|
Total |
|
|||||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
- |
|
|
$ |
|
|
$ |
|
|||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
|
|
|
- |
|
|
|
|
||
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs and property loans for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an asset-specific allowance for credit loss will be recognized or the outstanding balance will be written off. There are no GILs, taxable GILs, or property loans that are currently past due on contractual debt service payments and the Partnership considered all GILs, taxable GILs and property loans to be performing as of March 31, 2023, except as noted below. The Partnership currently has
During the three months ended March 31, 2023 and 2022, the interest to be earned on the Live 929 Apartments property loan was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of the property loan determined the collection of the interest accrued was not probable and the loan is considered to be nonperforming. The Live 929 Apartments property loan has outstanding principal of approximately $
In December 2022, the Partnership received a property loan in exchange for the sale of its
Available-for-Sale Debt Securities
The Partnership will record an impairment for MRBs and taxable MRBs through allowance for credit losses for the portion of the difference between the estimated fair value and amortized cost that is related to expected credit losses.
32
|
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
|
2023 |
|
|
2022 |
|
||
Balance, beginning of period |
|
|
$ |
|
|
$ |
|
||
Other additions (1) |
|
|
|
- |
|
|
|
|
|
Recovery of prior credit loss (2) |
|
|
|
( |
) |
|
|
||