10-Q

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

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the competitive environment in which we operate;

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

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general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, and international conflicts on business operations, employment, and financial conditions;

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current financial conditions within the banking industry, including the effects of recent failures of financial institutions, liquidity levels, and responses by the Federal Reserve, Department of the Treasury, and the Federal Deposit Insurance Corporation to address these issues;

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uncertain conditions within the domestic and international macroeconomic environment, including monetary and fiscal policy and conditions in the investment, credit, interest rate, and derivatives markets;

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adverse reactions in U.S. financial markets related to actions of foreign central banks or the economic performance of foreign economies, including in particular China, Japan, the European Union, and the United Kingdom;

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the general condition of the real estate markets in the regions in which we operate, which may be unfavorably impacted by increases in mortgage interest rates, slowing economic growth, persistent elevated inflation levels, and other factors;

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changes in interest rates and credit spreads, as well as the success of any hedging strategies we may undertake in relation to such changes, and the effect such changes may have on the relative spreads between the yield on our investments and our cost of financing;

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persistent inflationary trends, spurred by multiple factors including expansionary monetary and fiscal policy, higher commodity prices, a tight labor market, and low residential vacancy rates, which may result in further interest rate increases and lead to increased market volatility;

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

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

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

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

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

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geographic concentration of properties related to our investments; and

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

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 three series of non-cumulative, non-voting, non-convertible preferred units (collectively, the “Preferred Units”) that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The outstanding Series A Preferred Units and Series A-1 Preferred Units are redeemable in the future (Note 20). The Partnership had not yet issued Series B Preferred Units as of June 30, 2023. The holders of the BUCs and Preferred Units are referred to herein collectively as “Unitholders."

On December 5, 2022, America First Capital Associates Limited Partnership Two (the “General Partner” or “AFCA 2”), in its capacity as the general partner of the Partnership, and Greystone ILP, Inc. (the “Initial Limited Partner”), in its capacity as the initial limited partner of the Partnership, entered into the Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership, which was further amended pursuant to a First Amendment dated as of June 6, 2023 (as so amended, the “Partnership Agreement”). Mortgage investments, as defined in the Partnership Agreement, consist of MRBs, taxable MRBs, GILs, taxable GILs and property loans. The Partnership Agreement authorizes the Partnership to make investments in tax-exempt securities other than mortgage investments provided that the tax-exempt investments are rated in one of the four highest rating categories by a national securities rating agency. The Partnership Agreement also allows the Partnership to invest in other securities whose interest may be taxable for federal income tax purposes. Total tax-exempt investments and other investments cannot exceed 25% of the Partnership's total assets at the time of acquisition as required under the Partnership Agreement. Tax-exempt investments and other investments primarily consist of real estate assets and investments in unconsolidated entities. In addition, the amount of other investments is limited based on the conditions to the exemption from registration under the Investment Company Act of 1940.

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

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

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

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

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

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

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

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ATAX Senior Housing Holdings I, LLC, a wholly owned subsidiary of the Partnership, which is committed to provide equity for the development of seniors housing properties;

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

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

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

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.

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, including 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 $5.9 million as a direct reduction to Partners’ Capital. Subsequent changes to the allowance for credit losses are recognized through “Provision for credit losses” on the Partnership’s condensed consolidated statements of operations.

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 (“FFIEC”). 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:

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The severity of the decline in fair value;

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

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

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

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Failure of the borrower to make scheduled interest or principal payments.

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 June 30, 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 425 basis points during 2022 and additional increases totaling 100 basis points through July 2023. The Federal Reserve has signaled further future short-term interest rate increases may be needed to combat inflation in the broader economy. In addition, geopolitical conflicts continue to impact the general global economic environment. These factors have caused volatility in the fixed income markets, which has impacted the value of some of the Partnership’s investment assets, particularly those with fixed interest rates, which may result in collateral posting requirements under our debt financing arrangements. In addition, increases in short-term interest rates will generally result in increases in the interest cost associated with the Partnership’s variable rate debt financing arrangements and for construction debt of properties underlying our investments in unconsolidated entities. The extent to which general economic, geopolitical, and financial conditions will impact the Partnership’s financial condition or results of operations in the future is uncertain and actual results and outcomes could differ from current estimates.

The on-going inflationary environment in the United States may increase operating expenses at properties securing the Partnership’s investments and general operations, which may reduce net operating results of the related properties and result in lower

debt service coverage or higher than anticipated capitalized interest requirements for properties under construction. Such occurrences may negatively impact the value of the Partnership’s investments. 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.

Beneficial Unit Certificates (“BUCs”)

The Partnership has issued BUCs representing assigned limited partnership interests to investors. Costs related to the issuance of BUCs are recorded as a reduction to partners’ capital when issued.

On June 14, 2023, the Partnership declared the supplemental Second Quarter 2023 BUCs Distribution payable in the form of additional BUCs equal to $0.07 per BUC. The Second Quarter 2023 BUCs Distribution was paid at a ratio of 0.00448 BUCs for each issued and outstanding BUC as of the record date of June 30, 2023, which represents an amount per BUC based on the closing price of the BUCs on the NYSE on June 13, 2023. The Second Quarter 2023 BUCs Distribution was completed on July 31, 2023. There were no fractional BUCs issued in connection with the Second Quarter 2023 BUCs Distributions. All fractional BUCs resulting from the Second Quarter 2023 BUCs Distributions received cash for such fraction based on the market value of the BUCs on the record date.

The Second Quarter 2023 BUCs Distribution has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods indicated in the Partnership’s condensed consolidated financial statements.

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

The Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan (the “Plan”), as originally approved by the BUC holders in September 2015, permits the grant of RUAs and other awards to the employees of Greystone Manager, or any affiliate, who performs services for Greystone Manager, the Partnership or an affiliate, and members of the Board of Managers of Greystone Manager. The Plan permits total grants of RUAs of up to 1.0 million BUCs.

RUAs have historically been granted with vesting conditions ranging from three months to up to three years. RUAs typically provide for the payment of distributions during the restriction period. The RUAs provide for accelerated vesting if there is a change in control, or upon death or disability of the participant. The number of outstanding RUAs was not impacted by the Second Quarter 2023 BUCs Distribution as holders of RUAs did not participate in the BUCs Distribution, but rather received cash in an amount equal to the value of the BUCs distributions. The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The Partnership accounts for modifications to RUAs as they occur, if the fair value of the RUAs change, if there are changes to vesting conditions or if the awards no longer qualify for equity classification. The Partnership accounts for forfeitures as they occur.

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.

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

4. Net income per BUC

The Partnership has disclosed basic and diluted net income per BUC in the Partnership's condensed consolidated statements of operations. The unvested RUAs issued under the Plan are considered participating securities and are potentially dilutive. There were no dilutive BUCs for the three and six months ended June 30, 2023 and 2022.

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 31 and 35 non-consolidated VIEs as of June 30, 2023 and December 31, 2022, respectively. The following table summarizes the Partnership’s maximum exposure to loss associated with its variable interests as of June 30, 2023 and December 31, 2022:


	Maximum Exposure to Loss of Non-consolidated VIEs
	June 30, 2023		December 31, 2022
Mortgage revenue bonds	$	85,175,563	$	71,629,581
Taxable mortgage revenue bonds		6,532,731		3,044,829
Governmental issuer loans		210,529,903		300,230,435
Taxable governmental issuer loans		13,573,000		8,000,000
Property loans		99,672,943		169,002,497
Investments in unconsolidated entities		106,295,533		115,790,841
	$	521,779,673	$	667,698,183

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with MRBs and taxable MRBs as of June 30, 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 $102.5 million and $23.4 million, respectively, as of June 30, 2023 (Note 19).

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 June 30, 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 $67.1 million, $53.6 million, $35.8 million, and $22.1 million, respectively, as of June 30, 2023 (Note 19).

6. Mortgage Revenue Bonds

The Partnership’s MRBs provide construction and/or permanent financing for income-producing multifamily rental, seniors housing and skilled nursing properties. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note 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. The Partnership had the following investments in MRBs as of June 30, 2023 and December 31, 2022:


	June 30, 2023
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Courtyard - Series A (4)	CA	$	9,824,982	$	875,798	$	-		$	10,700,780
Glenview Apartments - Series A (3)	CA		4,342,630		263,018		-			4,605,648
Harmony Court Bakersfield - Series A (4)	CA		3,582,325		249,635		-			3,831,960
Harmony Terrace - Series A (4)	CA		6,632,457		617,297		-			7,249,754
Harden Ranch - Series A (2)	CA		6,403,184		485,216		-			6,888,400
Las Palmas II - Series A (4)	CA		1,625,106		138,540		-			1,763,646
Lutheran Gardens (7), (8)	CA		10,352,000		-		(78,748	)		10,273,252
Montclair Apartments - Series A (3)	CA		2,352,645		161,511		-			2,514,156
Montecito at Williams Ranch Apartments - Series A (6)	CA		7,475,217		835,516		-			8,310,733
Montevista - Series A (6)	CA		6,632,442		930,803		-			7,563,245
Ocotillo Springs - Series A (6), (9)	CA		11,090,000		-		(218,036	)		10,871,964
Residency at Empire - Series BB-1 (6)	CA		14,118,500		1,068,055		-			15,186,555
Residency at Empire - Series BB-2 (6)	CA		4,000,000		339,016		-			4,339,016
Residency at the Entrepreneur - Series J-1 (6)	CA		9,087,730		177,923		-			9,265,653
Residency at the Entrepreneur - Series J-2 (6)	CA		7,500,000		221,377		-			7,721,377
Residency at the Entrepreneur - Series J-3 (6)	CA		4,900,000		702,898		-			5,602,898
Residency at the Mayer - Series A (6)	CA		29,564,333		-		-			29,564,333
San Vicente - Series A (4)	CA		3,350,883		253,336		-			3,604,219
Santa Fe Apartments - Series A (3)	CA		2,850,142		184,119		-			3,034,261
Seasons at Simi Valley - Series A (4)	CA		4,110,744		476,314		-			4,587,058
Seasons Lakewood - Series A (4)	CA		7,065,009		657,555		-			7,722,564
Seasons San Juan Capistrano - Series A (4)	CA		11,895,167		1,028,404		-			12,923,571
Summerhill - Series A (4)	CA		6,168,706		159,350		-			6,328,056
Sycamore Walk - Series A (4)	CA		3,405,258		211,317		-			3,616,575
The Village at Madera - Series A (4)	CA		2,962,861		215,991		-			3,178,852
Tyler Park Townhomes - Series A (2)	CA		5,575,268		171,026		-			5,746,294
Village at Hanford Square - Series H (6)	CA		10,400,000		1,178,369		-			11,578,369
Vineyard Gardens - Series A (6)	CA		3,891,760		487,062		-			4,378,822
Westside Village Market - Series A (2)	CA		3,643,429		220,158		-			3,863,587
MaryAlice Circle Apartments (6)	GA		5,900,000		835,136		-			6,735,136
Brookstone (1)	IL		7,258,852		1,156,144		-			8,414,996
Copper Gate Apartments (2)	IN		4,840,000		49,792		-			4,889,792
Renaissance - Series A (3)	LA		10,508,550		866,569		-			11,375,119
Live 929 Apartments - Series 2022A (6)	MD		58,220,143		2,346,545		-			60,566,688
Meadow Valley (10)	MI		11,584,949		-		(1,145,911	)		10,439,038
Jackson Manor Apartments (6)	MS		6,900,000		-		-			6,900,000
Village Point (7), (8)	NJ		23,000,000		-		(231,003	)		22,768,997
Silver Moon - Series A (3)	NM		7,519,458		878,706		-			8,398,164
Village at Avalon (5)	NM		15,876,344		1,795,636		-			17,671,980
Columbia Gardens (4)	SC		12,448,181		775,453		-			13,223,634
Companion at Thornhill Apartments (4)	SC		10,713,904		615,842		-			11,329,746
The Ivy Apartments (6)	SC		30,572,314		1,865,581		-			32,437,895
The Palms at Premier Park Apartments (2)	SC		18,006,845		524,770		-			18,531,615
The Park at Sondrio - Series 2022A (6)	SC		38,100,000		2,610,201		-			40,710,201
The Park at Vietti - Series 2022A (6)	SC		26,985,000		2,003,286		-			28,988,286
Village at River's Edge (4)	SC		9,608,510		615,950		-			10,224,460
Willow Run (4)	SC		12,274,963		763,763		-			13,038,726
Windsor Shores Apartments - Series A (6)	SC		21,545,000		1,492,942		-			23,037,942
Arbors at Hickory Ridge (2)	TN		10,505,964		1,794,215		-			12,300,179
Avistar at Copperfield - Series A (6)	TX		13,456,617		883,081		-			14,339,698
Avistar at the Crest - Series A (2)	TX		8,830,600		921,875		-			9,752,475
Avistar at the Oaks - Series A (2)	TX		7,145,084		608,686		-			7,753,770
Avistar at the Parkway - Series A (3)	TX		12,351,439		766,179		-			13,117,618
Avistar at Wilcrest - Series A (6)	TX		5,099,785		144,580		-			5,244,365
Avistar at Wood Hollow - Series A (6)	TX		38,722,553		2,345,278		-			41,067,831
Avistar in 09 - Series A (2)	TX		6,169,501		599,971		-			6,769,472
Avistar on the Boulevard - Series A (2)	TX		15,043,885		1,396,203		-			16,440,088
Avistar on the Hills - Series A (2)	TX		4,891,684		505,488		-			5,397,172
Bruton Apartments (4)	TX		17,302,338		-		-			17,302,338
Concord at Gulfgate - Series A (4)	TX		18,299,434		1,664,850		-			19,964,284
Concord at Little York - Series A (4)	TX		12,819,619		1,204,733		-			14,024,352
Concord at Williamcrest - Series A (4)	TX		19,858,964		1,866,260		-			21,725,224
Crossing at 1415 - Series A (4)	TX		7,127,386		560,951		-			7,688,337
Decatur Angle (4)	TX		21,758,071		-		-			21,758,071
Esperanza at Palo Alto (4)	TX		18,834,872		2,142,732		-			20,977,604
Heights at 515 - Series A (4)	TX		6,525,244		567,659		-			7,092,903
Heritage Square - Series A (3)	TX		10,256,839		559,509		-			10,816,348
Oaks at Georgetown - Series A (4)	TX		11,851,912		751,697		-			12,603,609
Runnymede (1)	TX		9,465,000		40,656		-			9,505,656
Southpark (1)	TX		11,292,532		1,307,327		-			12,599,859
15 West Apartments (4)	WA		9,413,706		1,524,320		-			10,938,026
Mortgage revenue bonds held in trust		$	833,688,820	$	53,662,170	$	(1,673,698	)	$	885,677,292

(1)

MRB owned by ATAX TEBS I, LLC (M24 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(2)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(5)

MRB held by Morgan Stanley in a debt financing transaction, Note 16.

(6)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16.

(7)

MRB held by Barclays Capital Inc. in a debt financing transaction, Note 16.

(8)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss. As of June 30, 2023, the MRB has been in an unrealized loss position for less than 12 months.

(9)

(10)

The Partnership has a remaining MRB funding commitment of $32.5 million as of June 30, 2023. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining $32.5 million funding commitment outstanding as of June 30, 2023 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss. As of June 30, 2023, the MRB has been in an unrealized loss position for more than 12 months.


	June 30, 2023
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value
40rty on Colony - Series P	CA	$	5,964,861	$	-	$	-	$	5,964,861
CCBA Senior Garden Apartments	CA		3,775,183		138,369		-		3,913,552
Residency at Empire - Series BB-3	CA		55,000		620,102		-		675,102
Residency at the Entrepreneur - Series J-5	CA		1,000,000		-		-		1,000,000
Solano Vista - Series A	CA		2,621,702		351,700		-		2,973,402
Handsel Morgan Village Apartments	GA		2,150,000		283,203		-		2,433,203
Provision Center 2014-1	TN		929,005		-		-		929,005
Avistar at the Crest - Series B	TX		721,611		50,865		-		772,476
Avistar at the Oaks - Series B	TX		528,624		33,042		-		561,666
Avistar at the Parkway - Series B	TX		122,946		20,243		-		143,189
Avistar in 09 - Series B	TX		436,067		29,637		-		465,704
Avistar on the Boulevard - Series B	TX		428,784		25,743		-		454,527
Mortgage revenue bonds held by the Partnership		$	18,733,783	$	1,552,904	$	-	$	20,286,687


	December 31, 2022
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Courtyard - Series A (4)	CA	$	9,874,603	$	888,242	$	-		$	10,762,845
Glenview Apartments - Series A (3)	CA		4,372,370		309,570		-			4,681,940
Harmony Court Bakersfield - Series A (4)	CA		3,600,418		274,456		-			3,874,874
Harmony Terrace - Series A (4)	CA		6,665,787		625,752		-			7,291,539
Harden Ranch - Series A (2)	CA		6,449,455		581,466		-			7,030,921
Las Palmas II - Series A (4)	CA		1,633,397		140,681		-			1,774,078
Lutheran Gardens (7)	CA		10,352,000		127,107		-			10,479,107
Montclair Apartments - Series A (3)	CA		2,368,757		199,617		-			2,568,374
Montecito at Williams Ranch Apartments - Series A (6)	CA		7,507,111		834,292		-			8,341,403
Montevista - Series A (6)	CA		6,656,219		902,690		-			7,558,909
Ocotillo Springs - Series A (6), (8)	CA		11,090,000		-		(331,311	)		10,758,689
Residency at the Entrepreneur - Series J-1 (6)	CA		9,088,496		122,815		-			9,211,311
Residency at the Entrepreneur - Series J-2 (6)	CA		7,500,000		176,092		-			7,676,092
Residency at the Entrepreneur - Series J-3 (6)	CA		3,900,000		726,834		-			4,626,834
Residency at the Mayer - Series A (6)	CA		26,067,585		-		-			26,067,585
San Vicente - Series A (4)	CA		3,367,978		255,787		-			3,623,765
Santa Fe Apartments - Series A (3)	CA		2,869,660		216,000		-			3,085,660
Seasons at Simi Valley - Series A (4)	CA		4,137,438		522,910		-			4,660,348
Seasons Lakewood - Series A (4)	CA		7,100,512		666,562		-			7,767,074
Seasons San Juan Capistrano - Series A (4)	CA		11,954,944		1,038,904		-			12,993,848
Summerhill - Series A (4)	CA		6,199,861		265,296		-			6,465,157
Sycamore Walk - Series A (4)	CA		3,428,986		124,598		-			3,553,584
The Village at Madera - Series A (4)	CA		2,977,825		247,354		-			3,225,179
Tyler Park Townhomes - Series A (2)	CA		5,616,043		264,300		-			5,880,343
Vineyard Gardens - Series A (6)	CA		3,908,104		514,719		-			4,422,823
Westside Village Market - Series A (2)	CA		3,670,075		267,369		-			3,937,444
Brookstone (1)	IL		7,286,052		1,286,871		-			8,572,923
Copper Gate Apartments (2)	IN		4,840,000		117,014		-			4,957,014
Renaissance - Series A (3)	LA		10,585,375		645,412		-			11,230,787
Live 929 Apartments - Series 2022A (6)	MD		58,107,262		2,217,857		-			60,325,119
Jackson Manor Apartments (6)	MS		6,900,000		-		-			6,900,000
Greens Property - Series A (2)	NC		7,599,000		597		-			7,599,597
Silver Moon - Series A (3)	NM		7,557,312		863,401		-			8,420,713
Village at Avalon (5)	NM		15,942,560		1,727,010		-			17,669,570
Columbia Gardens (4)	SC		12,542,207		968,469		-			13,510,676
Companion at Thornhill Apartments (4)	SC		10,786,181		709,979		-			11,496,160
The Palms at Premier Park Apartments (2)	SC		18,137,042		808,555		-			18,945,597
The Park at Sondrio - Series 2022A (6)	SC		38,100,000		-		-			38,100,000
The Park at Vietti - Series 2022A (6)	SC		26,985,000		-		-			26,985,000
Village at River's Edge (4)	SC		9,649,659		590,962		-			10,240,621
Willow Run (4)	SC		12,368,964		953,988		-			13,322,952
Arbors at Hickory Ridge (2)	TN		10,591,726		2,005,029		-			12,596,755
Avistar at Copperfield - Series A (6)	TX		13,532,636		919,463		-			14,452,099
Avistar at the Crest - Series A (2)	TX		8,896,378		975,504		-			9,871,882
Avistar at the Oaks - Series A (2)	TX		7,196,674		717,701		-			7,914,375
Avistar at the Parkway - Series A (3)	TX		12,429,842		950,930		-			13,380,772
Avistar at Wilcrest - Series A (6)	TX		5,128,595		170,370		-			5,298,965
Avistar at Wood Hollow - Series A (6)	TX		38,941,304		2,645,832		-			41,587,136
Avistar in 09 - Series A (2)	TX		6,214,048		619,707		-			6,833,755
Avistar on the Boulevard - Series A (2)	TX		15,155,942		1,290,551		-			16,446,493
Avistar on the Hills - Series A (2)	TX		4,927,003		523,079		-			5,450,082
Bruton Apartments (4)	TX		17,381,296		281,271		-			17,662,567
Concord at Gulfgate - Series A (4)	TX		18,404,942		1,842,303		-			20,247,245
Concord at Little York - Series A (4)	TX		12,893,533		1,249,523		-			14,143,056
Concord at Williamcrest - Series A (4)	TX		19,973,464		1,935,645		-			21,909,109
Crossing at 1415 - Series A (4)	TX		7,170,756		605,369		-			7,776,125
Decatur Angle (4)	TX		21,866,672		77,837		-			21,944,509
Esperanza at Palo Alto (4)	TX		18,916,082		2,209,462		-			21,125,544
Heights at 515 - Series A (4)	TX		6,564,951		573,569		-			7,138,520
Heritage Square - Series A (3)	TX		10,325,196		671,790		-			10,996,986
Oaks at Georgetown - Series A (4)	TX		11,911,472		746,300		-			12,657,772
Runnymede (1)	TX		9,535,000		45,577		-			9,580,577
Southpark (1)	TX		11,257,062		1,352,726		-			12,609,788
15 West Apartments (4)	WA		9,454,318		1,534,060		-			10,988,378
Mortgage revenue bonds held in trust		$	718,413,130	$	45,127,126	$	(331,311	)	$	763,208,945

(1)

MRB owned by ATAX TEBS I, LLC (M24 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(2)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(5)

MRB held by Morgan Stanley in a debt financing transaction, Note 16.

(6)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16.

(7)

MRB held by Barclays Capital Inc. in a debt financing transaction, Note 16.

(8)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss.


	December 31, 2022
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
CCBA Senior Garden Apartments	CA	$	3,792,700	$	42,672	$	-		$	3,835,372
Residency at Empire - Series BB-1	CA		14,118,500		-		-			14,118,500
Residency at Empire - Series BB-2	CA		4,000,000		-		-			4,000,000
Residency at Empire - Series BB-3	CA		55,000		-		-			55,000
Solano Vista - Series A	CA		2,631,168		297,861		-			2,929,029
Meadow Valley (1)	MI		4,833,437		-		(1,193,085	)		3,640,352
Greens Property - Series B	NC		915,039		122		-			915,161
Provision Center 2014-1	TN		4,294,939		-		-			4,294,939
Avistar at the Crest - Series B	TX		724,747		53,132		-			777,879
Avistar at the Oaks - Series B	TX		530,829		33,406		-			564,235
Avistar at the Parkway - Series B	TX		123,176		22,510		-			145,686
Avistar in 09 - Series B	TX		437,886		27,557		-			465,443
Avistar on the Boulevard - Series B	TX		430,647		26,816		-			457,463
Mortgage revenue bonds held by the Partnership		$	36,888,068	$	504,076	$	(1,193,085	)	$	36,199,059

(1)

The Partnership has a remaining MRB funding commitment of $39.3 million as of December 31, 2022. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining $39.3 million funding commitment outstanding as of December 31, 2022 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss.

The Partnership has accrued interest receivable related to its MRBs of $5.3 million and $4.3 million as of June 30, 2023 and December 31, 2022, respectively, that is reported as interest receivable, net in the Partnership's condensed consolidated balance sheets.

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 June 30, 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 January 1, 2023, the Partnership adopted ASU 2016-13 which made certain changes to the determination of allowances for MRBs. See Note 13 for information regarding the Partnership’s allowance for credit losses.

MRB Activity in the First Six Months of 2023

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the six months ended June 30, 2023:


Property Name	Month Acquired	Property Location	Units			Maturity Date	Interest Rate				Initial Principal Funding
Windsor Shores Apartments - Series A	January	Columbia, SC		176		2/1/2030		6.50	%		$	21,545,000
The Ivy Apartments	January	Greenville, SC		212		2/1/2030		6.50	%			30,500,000
Residency at the Entrepreneur - Series J-5 (1)	February	Los Angeles, CA		200		4/1/2025	SOFR + 3.60%			(2)		1,000,000
Handsel Morgan Village Apartments	April	Buford, GA		45		3/1/2041		6.75	%			2,150,000
MaryAlice Circle Apartments	April	Buford, GA		98		3/1/2041		6.75	%			5,900,000
Village at Hanford Square - Series H	May	Hanford, CA		100		5/1/2030		6.65	%			10,400,000
Village Point	May	Monroe Township, NJ		120	(3)	6/1/2030		6.875	%			23,000,000
40rty on Colony - Series P	June	La Mesa, CA		40		6/1/2030		7.05	%			5,950,000
											$	100,445,000

(1)

The Partnership has committed to provide funding for the Series J-5 MRB totaling $5.0 million. See Note 19.

(2)

The interest rate is subject to an all-in floor of 3.87%.

(3)

Village Point is a seniors housing property with 120 beds in 92 units.

Redemptions:

The following MRBs were redeemed at prices that approximated the Partnership’s carrying value plus accrued interest during the six months ended June 30, 2023:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Greens Property - Series A	February 2023	Durham, NC		168	10/1/2047		6.50	%	$	7,579,000
Greens Property - Series B	February 2023	Durham, NC		168	10/1/2047		12.00	%		914,040
									$	8,493,040

MRB Activity in the First Six Months of 2022

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the six months ended June 30, 2022:


Property Name	Month Acquired	Property Location	Units		Maturity Date	Interest Rate				Initial Principal Funded
Residency at the Entrepreneur - Series J-1	April	Los Angeles, CA		200	3/31/2040		6.00	%		$	9,000,000
Residency at the Entrepreneur - Series J-2	April	Los Angeles, CA		200	3/31/2040		6.00	%			7,500,000
Residency at the Entrepreneur - Series J-3 (1)	April	Los Angeles, CA		200	3/31/2040		6.00	%		-
Residency at the Entrepreneur - Series J-4 (1)	April	Los Angeles, CA		200	3/31/2040	SOFR + 3.60%			(2)	-
CCBA Senior Garden Apartments (3)	June	San Diego, CA		45	7/1/2037		4.50	%			3,807,000
										$	20,307,000

(1)

The Partnership has committed to provide funding for the Series J-3 and Series J-4 MRBs of $26.1 million and $16.4 million, respectively. See Note 19.

(2)

The interest rate is subject to an all-in floor of 3.87%. Upon stabilization, the Series J-4 MRB will become subordinate to the Series J-1, J-2, and J-3 MRBs and will convert to a fixed rate of 8.0%. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $1.5 million.

(3)

The investment was previously reported as a bond purchase commitment that has converted to an MRB.

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

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

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Principal Acquired

Live 929 Apartments - Series 2022A

January

Baltimore, MD

575

1/1/2060

4.30

66,365,000

In addition, a portion of the Live 929 Apartments property loan was redeemed as part of the restructuring, with proceeds used to acquire the new Live 929 Apartments Series 2022A MRB. The Partnership also acquired a taxable MRB which is reported in Other

Assets (Note 12). The redemption of the prior Live 929 Apartments – 2014 Series A and 2014 Series B MRBs and property loan and acquisition of the new Live 929 Apartments Series 2022A MRB were accounted for as a troubled debt restructuring.

Redemptions:

The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the six months ended June 30, 2022:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Ohio Properties - Series A	March	(1)		362	6/1/2050		7.00	%	$	13,544,000
Ohio Properties - Series B	March	(1)		362	6/1/2050		10.00	%		3,459,840
Bridle Ridge	May	Greer, SC		152	1/1/2043		6.00	%		7,100,000
									$	24,103,840

(1)

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

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 June 30, 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.

The Partnership had the following GIL investments as of June 30, 2023 and December 31, 2022:

As of June 30, 2023

Property Name

Month 
Acquired

Property
Location

Units

Maturity
Date (1)

Interest Rate (2)

Current Interest
Rate

Amortized
Cost

Scharbauer Flats Apartments (3)

June 2020

Midland, TX

300

1/1/2024

SIFMA + 3.10%

7.11%

40,000,000

Centennial Crossings (3)

August 2020

Centennial, CO

209

9/1/2023

SIFMA + 2.75%

6.76%

33,080,000

Legacy Commons at Signal Hills (3)

January 2021

St. Paul, MN

247

2/1/2024

SOFR + 3.07%

8.13%

34,620,000

Hilltop at Signal Hills (3)

January 2021

St. Paul, MN

146

8/1/2023

SOFR + 3.07%

8.13%

24,450,000

Hope on Avalon

January 2021

Los Angeles, CA

88

8/1/2023

SIFMA + 3.75%

7.76%

23,390,000

Hope on Broadway

January 2021

Los Angeles, CA

49

8/1/2023

SIFMA + 3.75%

7.76%

13,105,623

Osprey Village (3)

July 2021

Kissimmee, FL

383

8/1/2024

SOFR + 3.07%

8.13%

58,526,980

Willow Place Apartments (3)

September 2021

McDonough, GA

182

10/1/2024

SOFR + 3.30%

8.36%

25,000,000

Magnolia Heights (3)

June 2022

Covington, GA

200

7/1/2024

SOFR + 3.85%

8.91%

20,400,000

Poppy Grove I (3), (4)

September 2022

Elk Grove, CA

147

4/1/2025

6.78%

6.78%

13,346,000

Poppy Grove II (3), (4)

September 2022

Elk Grove, CA

82

4/1/2025

6.78%

6.78%

6,541,300

Poppy Grove III (3), (4)

September 2022

Elk Grove, CA

158

4/1/2025

6.78%

6.78%

11,550,000

2,191

304,009,903

(1)

The borrowers may elect to extend the maturity dates by six months upon meeting certain conditions, which may include payment of a non-refundable extension fee.

(2)

The variable index interest rate components are typically subject to floors that range from 0% to 0.85%.

(3)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 22).

(4)

The Partnership has agreed to provide a subordinate GIL after the execution of Freddie Mac’s forward purchase commitment if needed by the property. The potential subordinate GIL amounts are up to $3.8 million, $2.2 million, and $4.2 million for Poppy Grove I, Poppy Grove II, and Poppy Grove III, respectively.

As of December 31, 2022

Property Name

Month 
Acquired

Property
Location

Units

Maturity
Date (1)

Variable Interest
Rate (2)

Current Interest
Rate

Amortized
Cost

Scharbauer Flats Apartments (3)

June 2020

Midland, TX

300

7/1/2023

SIFMA + 3.10%

6.76%

40,000,000

Oasis at Twin Lakes (3)

July 2020

Roseville, MN

228

8/1/2023

SIFMA + 2.25%

5.91%

34,000,000

Centennial Crossings (3)

August 2020

Centennial, CO

209

9/1/2023

SIFMA + 2.75%

6.41%

33,080,000

Legacy Commons at Signal Hills (3)

January 2021

St. Paul, MN

247

2/1/2024

SOFR + 3.07%

7.37%

34,620,000

Hilltop at Signal Hills (3)

January 2021

St. Paul, MN

146

8/1/2023

SOFR + 3.07%

7.37%

24,450,000

Hope on Avalon

January 2021

Los Angeles, CA

88

8/1/2023

SIFMA + 3.75%

7.41%

23,390,000

Hope on Broadway

January 2021

Los Angeles, CA

49

8/1/2023

SIFMA + 3.75%

7.41%

12,105,623

Osprey Village (3)

July 2021

Kissimmee, FL

383

8/1/2024

SOFR + 3.07%

6.88%

39,893,040

Willow Place Apartments (3)

September 2021

McDonough, GA

182

10/1/2024

SOFR + 3.30%

7.11%

17,354,472

Magnolia Heights (3)

June 2022

Covington, GA

200

7/1/2024

SOFR + 3.85%

7.66%

20,400,000

Poppy Grove I (3), (4)

September 2022

Elk Grove, CA

147

4/1/2025

6.78%

6.78%

7,846,000

Poppy Grove II (3), (4)

September 2022

Elk Grove, CA

82

4/1/2025

6.78%

6.78%

4,541,300

Poppy Grove III (3), (4)

September 2022

Elk Grove, CA

158

4/1/2025

6.78%

6.78%

8,550,000

2,419

300,230,435

(1)

The borrowers may elect to extend the maturity dates by six months upon meeting certain conditions, which may include payment of a non-refundable extension fee.

(2)

The variable index interest rate components are typically subject to floors that range from 0% to 0.85%.

(3)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 22).

(4)

The Partnership has accrued interest receivable related to its GILs of $2.7 million and $3.8 million as of June 30, 2023 and December 31, 2022, respectively, that is reported as interest receivable, net in the Partnership's condensed consolidated balance sheets.

Two entities that are affiliates of certain GIL borrowers have provided limited-to-full payment guaranties for GILs with total outstanding principal of $215.7 million and for property loans with total outstanding principal of $95.4 million (Note 8) as of June 30, 2023. The guaranties relate to the Partnership’s investments in Scharbauer Flats Apartments, Centennial Crossings, Legacy Commons at Signal Hills, Hilltop at Signal Hills, Osprey Village, and Willow Place Apartments.

The Partnership has remaining commitments to provide additional funding of certain GILs during construction and/or rehabilitation of the secured properties as of June 30, 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 $1.8 million as of June 30, 2023. See Note 13 for information regarding the Partnership’s allowance for credit losses.

Activity in the First Six Months of 2023

In June 2023, the Oasis at Twin Lakes GIL was purchased by Freddie Mac through a servicer. The partnership received proceeds of approximately $34.1 million representing 100% of the outstanding principal and accrued interest from the sale of the GIL to Freddie Mac.

In June 2023, the Partnership recognized a fee of approximately $100,000 in other income in connection with an extension of the maturity date of the Scharbauer Flats Apartments GIL to January 1, 2024.

Activity in the First Six Months of 2022

During the six months ended June 30, 2022, the Partnership entered into a $20.4 million GIL commitment to provide construction financing for Magnolia Heights on a draw-down basis.

8. Property Loans

The following tables summarize the Partnership’s property loans, net of asset-specific loan loss allowances, as of June 30, 2023 and December 31, 2022:


	June 30, 2023
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
Centennial Crossings	$	17,557,656	$	-		$	17,557,656	9/1/2023	SOFR + 2.61%
Hilltop at Signal Hills		21,197,939		-			21,197,939	8/1/2023	SOFR + 3.07%
Legacy Commons at Signal Hills		32,233,972		-			32,233,972	2/1/2024	SOFR + 3.07%
Magnolia Heights		8,118,546		-			8,118,546	7/1/2024	SOFR + 3.85%
Osprey Village		1,000,000		-			1,000,000	8/1/2024	SOFR + 3.07%
Scharbauer Flats Apartments		13,386,764		-			13,386,764	1/1/2024	SOFR + 2.96%
Willow Place Apartments		10,031,032		-			10,031,032	10/1/2024	SOFR + 3.30%
Subtotal		103,525,909		-			103,525,909

Mezzanine Financing (2)
SoLa Impact Opportunity Zone Fund	$	35,210,000	$	-		$	35,210,000	12/30/2024	7.875%
Subtotal		35,210,000		-			35,210,000

Other
The 50/50 MF Property	$	5,453,759	$	-		$	5,453,759	3/11/2048	9.00%
Avistar (February 2013 portfolio)		201,972		-			201,972	6/26/2024	12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024	12.00%
Live 929 Apartments		495,000		(495,000	)		-	7/31/2049	8.00%
Subtotal		6,402,353		(495,000	)		5,907,353

Total	$	145,138,262	$	(495,000	)	$	144,643,262

(1)

The property loans are held in trust in connection with TOB trust financings (Note 16). The property loans and associated GILs are on parity and share a first mortgage lien position on all real and personal property associated with the underlying property. Affiliates of the borrowers have guaranteed limited-to-full payment of principal and accrued interest on the property loans. The borrowers may elect to extend the maturity dates for periods ranging between six and twelve months upon meeting certain conditions, which may include payment of a non-refundable extension fee. The variable index interest rate components are typically subject to floors that range from 0% to 0.50%.

(2)

The property loan is held in trust in connection with a TOB trust financing (Note 16).


	December 31, 2022
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
Centennial Crossings	$	24,250,000	$	-		$	24,250,000	9/1/2023	LIBOR + 2.50%
Hilltop at Signal Hills		19,718,334		-			19,718,334	8/1/2023	SOFR + 3.07%
Legacy Commons at Signal Hills		29,666,905		-			29,666,905	2/1/2024	SOFR + 3.07%
Magnolia Heights		6,188,601		-			6,188,601	7/1/2024	SOFR + 3.85%
Oasis at Twin Lakes		24,018,657		-			24,018,657	8/1/2023	LIBOR + 2.50%
Osprey Village		1,000,000		-			1,000,000	8/1/2024	SOFR + 3.07%
Scharbauer Flats Apartments		24,160,000		-			24,160,000	7/1/2023	LIBOR + 2.85%
Willow Place Apartments		1,000,000		-			1,000,000	10/1/2024	SOFR + 3.30%
Subtotal		130,002,497		-			130,002,497

Mezzanine Financing
SoLa Impact Opportunity Zone Fund	$	39,000,000	$	-		$	39,000,000	12/30/2024	7.875%
Subtotal		39,000,000		-			39,000,000

Other
The 50/50 MF Property	$	4,803,620	$	-		$	4,803,620	3/11/2048	9.00%
Avistar (February 2013 portfolio)		201,972		-			201,972	6/26/2024	12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024	12.00%
Greens Property		850,000		-			850,000	9/1/2046	10.00%
Live 929 Apartments		495,000		(495,000	)		-	7/31/2049	8.00%
Subtotal		6,602,214		(495,000	)		6,107,214

Total	$	175,604,711	$	(495,000	)	$	175,109,711

(1)

The Partnership has accrued interest receivable related to its property loans of $1.8 million and $3.2 million as of June 30, 2023 and December 31, 2022, respectively, that is reported as interest receivable, net in the Partnership's condensed consolidated balance sheets.

The Partnership has remaining commitments to provide additional funding of certain property loans during construction of the secured properties as of June 30, 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 $2.2 million as of June 30, 2023. See Note 13 for information regarding the Partnership’s allowance for credit losses related to its property loans.

Activity in the First Six Months of 2023

The following property loan principal payments were received during the six months ended June 30, 2023:


Property Name	Month Redeemed	Principal Proceeds
Greens Property	February 2023	$	850,000
Scharbauer Flats	February 2023		10,773,236
Centennial Crossings	March 2023		6,692,344
SoLa Impact Opportunity Zone Fund	May 2023		3,790,000
Magnolia Heights	June 2023		2,181,454
Oasis at Twin Lakes	June 2023		24,018,657
		$	48,305,691

Concurrent with the redemption of the Greens Property loan, the Partnership received cash as payment for accrued interest of approximately $1.6 million.

In June 2023, the Partnership recognized a fee of approximately $33,000 in other income in connection with an extension of the maturity date of the Scharbauer Flats Apartments property loan to January 1, 2024.

Activity in the First Six Months of 2022

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

In March 2022, the Ohio Properties property loans were repaid in full. The Partnership received approximately $2.4 million of principal and approximately $4.3 million of accrued interest upon redemption, of which $1.7 million was recognized as other interest income.

In April 2022, the Partnership provided a property loan to Poppy Grove Apartments in the amount of $825,000 to fund the design and predevelopment costs for upcoming affordable housing developments in Elk Grove, CA.

In June 2022, concurrent with the acquisition of the Magnolia Heights GIL (Note 7), the Partnership committed $10.3 million to provide a property loan for the construction of the underlying property on a draw-down basis. The property loan and associated GIL are on parity and share a first mortgage position on all real and personal property associated with the secured property.

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 June 30, 2023 and December 31, 2022:


Property Name	Location	Units			Construction Commencement Date	Construction Completion Date	Carrying Value as of June 30, 2023		Carrying Value as of December 31, 2022
Current Investments
Vantage at Tomball	Tomball, TX		288		August 2020	April 2022		13,235,090		13,051,936
Vantage at Hutto	Hutto, TX		288		December 2021	N/A		13,233,068		12,590,292
Vantage at Loveland	Loveland, CO		288		April 2021	N/A		18,846,131		18,109,568
Vantage at Helotes	Helotes, TX		288		May 2021	November 2022		14,599,629		14,029,032
Vantage at Fair Oaks	Boerne, TX		288		September 2021	May 2023		12,488,381		12,000,297
Vantage at McKinney Falls	McKinney Falls, TX		288		December 2021	N/A		12,752,141		12,253,749
Freestone Greeley	Greeley, CO		296		N/A	N/A		4,961,492		4,775,708
Freestone Cresta Bella	San Antonio, TX		296		February 2023	N/A		10,598,471		6,263,083
Valage Senior Living Carson Valley	Minden, NV		102	(1)	February 2023	N/A		5,581,130		-
Subtotal								106,295,533		93,073,665

Previously Sold Investments
Vantage at Stone Creek	Omaha, NE		294		March 2018	April 2020	$	-	$	5,465,967
Vantage at Coventry	Omaha, NE		294		September 2018	February 2021		-		6,826,584
Vantage at Conroe	Conroe, TX		288		April 2019	January 2021		-		10,424,625
Subtotal								-		22,717,176

							$	106,295,533	$	115,790,841

(1)

Valage Senior Living Carson Valley is a seniors housing property with 102 beds in 88 units.

The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of June 30, 2023. See Note 19 for further information regarding the Partnership’s remaining equity funding commitments.

Activity in the First Six Months of 2023

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the six months ended June 30, 2023:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership			Investment Income		Gain (loss) on Sale
Vantage at Stone Creek	Omaha, NE		294	January 2023	$	14,689,244		$	108,295	$	9,114,980
Vantage at Coventry	Omaha, NE		294	January 2023		13,220,218			135,501		6,258,133
Vantage at Murfreesboro	Murfreesboro, TN		288	(1)		(6,184	)		-		(6,184	)
Vantage at O'Connor	San Antonio, TX		288	(2)		(11,744	)		-		(11,744	)
Vantage at Conroe	Conroe, TX		288	June 2023		19,828,060			2,065,608		7,337,828
					$	47,719,594		$	2,309,404	$	22,693,013

(1)

In February 2023, the Partnership returned sales proceeds of approximately $6,200 associated with final settlements of the Vantage at Murfreesboro sale in March 2022. The Partnership recognized the amount in "Gain on sale of investment in an unconsolidated entity" on the Partnership’s condensed consolidated statements of operations.

(2)

In May 2023, the Partnership returned sales proceeds of approximately $12,000 associated with final settlements of the Vantage at O'Connor sale in July 2022. The Partnership recognized the amount in "Gain on sale of investment in an unconsolidated entity" on the Partnership's condensed consolidated statement of operations.

New Equity Commitments:

In February 2023, the Partnership executed an $8.2 million equity commitment to fund the construction of Valage Senior Living Carson Valley.

Activity in the First Six Months of 2022

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the six months ended June 30, 2022:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain on Sale
Vantage at Murfreesboro	Murfreesboro, TN		288	March 2022	$	29,258,279	$	657,937	$	16,360,343
Vantage at Westover Hills	San Antonio, TX		288	May 2022		20,923,784		-		12,658,501
Vantage at Bulverde	Bulverde, TX		288


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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in Greystone Housing Impact Investors LP	GHI	The New York Stock Exchange


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


Item 1	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Statements of Partners’ Capital	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	59
Item 3	Quantitative and Qualitative Disclosures About Market Risk	97
Item 4	Controls and Procedures	100

PART II – OTHER INFORMATION
Item 1A	Risk Factors	101
Item 6	Exhibits	101
SIGNATURES		102


	June 30, 2023			December 31, 2022
Assets:
Cash and cash equivalents	$	59,246,152		$	51,188,416
Restricted cash		45,764,758			41,448,840
Interest receivable, net		10,315,367			11,628,173
Mortgage revenue bonds held in trust, at fair value (Note 6)		885,677,292			763,208,945
Mortgage revenue bonds, at fair value (Note 6)		20,286,687			36,199,059
Governmental issuer loans
Governmental issuer loans held in trust (Note 7)		304,009,903			300,230,435
Allowance for credit losses (Note 13)		(1,837,000	)		-
Governmental issuer loans, net		302,172,903			300,230,435
Property loans
Property loans (Note 8)		145,138,262			175,604,711
Allowance for credit losses (Note 13)		(2,235,000	)		(495,000	)
Property loans, net		142,903,262			175,109,711
Investments in unconsolidated entities (Note 9)		106,295,533			115,790,841
Real estate assets, net (Note 10)		35,563,000			36,550,478
Other assets (Note 12)		48,458,219			35,774,667
Total Assets	$	1,656,683,173		$	1,567,129,565

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 14)	$	22,468,434		$	21,733,506
Distribution payable		9,322,108			10,899,677
Secured lines of credit (Note 15)		12,500,000			55,500,000
Debt financing, net (Note 16)		1,154,029,163			1,058,903,952
Mortgages payable and other secured financing, net (Note 17)		1,690,000			1,690,000
Total Liabilities		1,200,009,705			1,148,727,135

Commitments and Contingencies (Note 19)

Redeemable Preferred Units, $112.5 million redemption value, 11.3 million issued and outstanding, net (Note 20)		112,421,303			94,446,913

Partnersʼ Capital:
General Partner (Note 1)		488,564			285,571
Beneficial Unit Certificates ("BUCs," Note 1)		343,763,601			323,669,946
Total Partnersʼ Capital		344,252,165			323,955,517
Total Liabilities and Partnersʼ Capital	$	1,656,683,173		$	1,567,129,565


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


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


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2023				2022				2023				2022
Revenues:
Investment income	$	22,415,771			$	13,825,300			$	41,718,456			$	28,228,703
Property revenues		1,108,356				1,944,541				2,333,976				3,871,542
Other interest income		4,646,347				1,463,126				9,056,012				4,339,093
Other income		133,467				-				133,467				-
Total revenues		28,303,941				17,232,967				53,241,911				36,439,338
Expenses:
Real estate operating (exclusive of items shown below)		614,692				978,521				1,216,945				2,043,083
Provision for credit losses (Note 13)		(774,000	)			-				(1,319,000	)			-
Depreciation and amortization		405,408				684,362				810,389				1,368,024
Interest expense		8,988,483				6,776,966				26,959,981				10,714,097
General and administrative		5,109,419				3,808,887				10,182,006				7,490,725
Total expenses		14,344,002				12,248,736				37,850,321				21,615,929
Other Income:
Gain on sale of investments in unconsolidated entities		7,326,084				12,643,501				22,693,013				29,083,251
Income before income taxes		21,286,023				17,627,732				38,084,603				43,906,660
Income tax expense (benefit)		(1,149	)			21,051				6,209				35,961
Net income		21,287,172				17,606,681				38,078,394				43,870,699
Redeemable Preferred Unit distributions and accretion		(799,182	)			(716,500	)			(1,545,832	)			(1,434,244	)
Net income available to Partners	$	20,487,990			$	16,890,181			$	36,532,562			$	42,436,455

Net income available to Partners allocated to:
General Partner	$	1,010,088			$	232,036			$	3,489,146			$	2,969,080
Limited Partners - BUCs		19,323,960				16,600,246				32,814,794				39,329,444
Limited Partners - Restricted units		153,942				57,899				228,622				137,931
	$	20,487,990			$	16,890,181			$	36,532,562			$	42,436,455
BUC holders' interest in net income per BUC, basic and diluted	$	0.85		*	$	0.74		**	$	1.45		*	$	1.74		**
Weighted average number of BUCs outstanding, basic		22,639,852		*		22,582,055		**		22,639,877		*		22,581,421		**
Weighted average number of BUCs outstanding, diluted		22,639,852		*		22,582,055		**		22,639,877		*		22,581,421		**


	General Partner			# of BUCs - Restricted and Unrestricted*			BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2022	$	285,571			22,727,337		$	323,669,946		$	323,955,517		$	43,748,239
Cumulative effect of accounting change (Note 2)		(59,490	)		-			(5,889,510	)		(5,949,000	)		-
Distributions paid or accrued ($0.368 per BUC):*
Regular distribution		(11,756	)		-			(1,163,807	)		(1,175,563	)		-
Distribution of Tier 2 income (Note 3)		(2,415,221	)		-			(7,245,663	)		(9,660,884	)		-
Cash paid in lieu of fractional BUCs		-			-			(2,639	)		(2,639	)		-
Net income allocable to Partners		2,479,058			-			13,565,514			16,044,572			-
Restricted units awarded		-			102,087			-			-			-
Rounding of BUCs related to BUCs Distributions		-			(151	)		-			-			-
Restricted unit compensation expense		3,500			-			346,459			349,959			-
Unrealized gain on securities		203,975			-			20,193,567			20,397,542			20,397,542
Unrealized gain on bond purchase commitments		1,125			-			111,422			112,547			112,547
Balance as of March 31, 2023		486,762			22,829,273			343,585,289			344,072,051			64,258,328
Distributions paid or accrued ($0.368 per BUC):*
Regular distribution		(20,022	)		-			(1,982,187	)		(2,002,209	)		-
Distribution of Tier 2 income (Note 3)		(878,407	)		-			(2,635,222	)		(3,513,629	)		-
Distribution of Tier 3 income (Note 3)		-			-			(3,806,269	)		(3,806,269	)		-
Net income allocable to Partners		1,010,088			-			19,477,902			20,487,990			-
Restricted units awarded		-			2,155			-			-			-
Restricted unit compensation expense		5,871			-			581,306			587,177			-
Unrealized loss on securities		(114,995	)		-			(11,384,575	)		(11,499,570	)		(11,499,570	)
Unrealized loss on bond purchase commitments		(733	)		-			(72,643	)		(73,376	)		(73,376	)
Balance as of June 30, 2023	$	488,564			22,831,428		$	343,763,601		$	344,252,165		$	52,685,382


	June 30, 2023		June 30, 2022
Cash and cash equivalents	$	59,246,152	$	104,570,584
Restricted cash		45,764,758		45,047,675
Total cash, cash equivalents and restricted cash	$	105,010,910	$	149,618,259