10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2024


☐	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: 001-41564

GREYSTONE HOUSING IMPACT INVESTORS LP

(Exact name of registrant as specified in its charter)


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

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

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

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


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

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

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

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


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

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

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

As of April 30, 2024, the registrant had 23,288,781 Beneficial Unit Certificates representing assignments of limited partnership interests outstanding.

INDEX

PART I – FINANCIAL INFORMATION


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	50
Item 3	Quantitative and Qualitative Disclosures About Market Risk	79
Item 4	Controls and Procedures	82

PART II – OTHER INFORMATION
Item 1A	Risk Factors	83
Item 6	Exhibits	83
SIGNATURES		84

Forward-Looking Statements

This Quarterly Report (including, but not limited to, the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) contains forward-looking statements. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. When used, statements which are not historical in nature, including those containing words such as “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” and similar expressions, are intended to identify forward-looking statements. We have based forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. This report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other industry data. This data involves several assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We have not independently verified the statistical and other industry data generated by independent parties contained in this report, and accordingly, we cannot guarantee their accuracy or completeness. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the heading “Risk Factors” in Item 1A of Greystone Housing Impact Investors LP’s Annual Report on Form 10-K for the year ended December 31, 2023, and in this report.

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

•

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

•

the competitive environment in which we operate;

•

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

•

general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, and international conflicts (including the Russia-Ukraine war and the Israel-Hamas war) on business operations, employment, and financial conditions;

•

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;

•

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;

•

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;

•

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;

•

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;

•

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;

•

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

•

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

•

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

•

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

•

geographic concentration of properties related to our investments; and

•

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

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

All references to “we,” “us,” “our” and the “Partnership” in this report mean 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)


	March 31, 2024			December 31, 2023
Assets:
Cash and cash equivalents	$	56,255,270		$	37,918,237
Restricted cash		14,672,102			9,815,909
Interest receivable, net		7,846,857			8,265,901
Mortgage revenue bonds held in trust, at fair value (Note 4)		922,468,164			883,030,786
Mortgage revenue bonds, at fair value (Note 4)		20,277,433			47,644,509
Governmental issuer loans
Governmental issuer loans held in trust (Note 5)		205,557,300			222,947,300
Allowance for credit losses (Note 10)		(1,166,000	)		(1,294,000	)
Governmental issuer loans, net		204,391,300			221,653,300
Property loans
Property loans (Note 6)		53,306,414			122,556,204
Allowance for credit losses (Note 10)		(1,628,000	)		(2,048,000	)
Property loans, net		51,678,414			120,508,204
Investments in unconsolidated entities (Note 7)		145,130,907			136,653,246
Real estate assets, net (Note 8)		4,716,140			4,716,140
Other assets (Note 9)		25,982,910			43,194,470
Total Assets	$	1,453,419,497		$	1,513,400,702

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 11)	$	20,862,915		$	22,958,088
Distribution payable		8,672,287			8,584,292
Secured lines of credit (Note 12)		16,500,000			33,400,000
Debt financing, net (Note 13)		978,475,088			1,015,030,066
Mortgages payable, net (Note 14)		1,690,000			1,690,000
Total Liabilities		1,026,200,290			1,081,662,446

Commitments and Contingencies (Note 16)

Redeemable Preferred Units, $87.5 million redemption value, 8.8 million issued and outstanding, net (Note 17)		87,389,526			82,431,548

Partnersʼ Capital:
General Partner (Note 1)		438,671			543,977
Beneficial Unit Certificates ("BUCs," Note 1)		339,391,010			348,762,731
Total Partnersʼ Capital		339,829,681			349,306,708
Total Liabilities and Partnersʼ Capital	$	1,453,419,497		$	1,513,400,702

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

GREYSTONE HOUSING IMPACT INVESTORS LP

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended March 31,
	2024				2023
Revenues:
Investment income	$	19,272,345			$	19,302,685
Other interest income		3,003,838				4,409,665
Property revenues		-				1,225,620
Other income		94,471				-
Total revenues		22,370,654				24,937,970
Expenses:
Real estate operating (exclusive of items shown below)		-				602,253
Provision for credit losses (Note 10)		(806,000	)			(545,000	)
Depreciation and amortization		5,967				404,981
Interest expense		13,803,935				16,688,362
Net result from derivative transactions (Note 15)		(6,267,664	)			1,283,136
General and administrative		4,930,388				5,072,587
Total expenses		11,666,626				23,506,319
Other Income:
Gain on sale of investments in unconsolidated entities		50,000				15,366,929
Earnings (losses) from investments in unconsolidated entities		(106,845	)			-
Income before income taxes		10,647,183				16,798,580
Income tax expense (benefit)		(1,198	)			7,358
Net income		10,648,381				16,791,222
Redeemable Preferred Unit distributions and accretion		(767,241	)			(746,650	)
Net income available to Partners	$	9,881,140			$	16,044,572

Net income available to Partners allocated to:
General Partner	$	98,311			$	2,479,058
Limited Partners - BUCs		9,725,097				13,490,834
Limited Partners - Restricted units		57,732				74,680
	$	9,881,140			$	16,044,572
BUC holders' interest in net income per BUC, basic and diluted	$	0.42		*	$	0.59		**
Weighted average number of BUCs outstanding, basic		23,000,754		*		22,924,081		**
Weighted average number of BUCs outstanding, diluted		23,000,754		*		22,924,081		**

* On April 30, 2024, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024 (the “First Quarter 2024 BUCs Distribution”). The amounts indicated in the Condensed Consolidated Statements of Operations have been adjusted to reflect the First Quarter 2024 BUCs Distribution on a retroactive basis.

** On July 31, 2023, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00448 BUCs for each BUC outstanding as of June 30, 2023 (the “Second Quarter 2023 BUCs Distribution”). On October 31, 2023, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00418 BUCs for each BUC outstanding as of September 29, 2023 (the “Third Quarter 2023 BUCs Distribution”). On January 31, 2024, the Partnership completed a distribution in the form of additional BUCs at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023 (the "Fourth Quarter 2023 BUCs Distribution", collectively with the Second Quarter 2023 BUCs Distribution, the Third Quarter 2023 BUCs Distribution, and the First Quarter 2024 BUCs Distribution, the “BUCs Distributions”). The amounts indicated in the Condensed Consolidated Statements of Operations have been adjusted to reflect the BUCs Distributions on a retroactive basis.

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

GREYSTONE HOUSING IMPACT INVESTORS LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	For the Three Months Ended March 31,
	2024			2023
Net income	$	10,648,381		$	16,791,222
Unrealized gains (losses) on securities		(12,008,737	)		20,397,542
Unrealized gains (losses) on bond purchase commitments		(62,959	)		112,547
Comprehensive income (loss)	$	(1,423,315	)	$	37,301,311

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

GREYSTONE HOUSING IMPACT INVESTORS LP

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)


	General Partner			# of BUCs - Restricted and Unrestricted*			BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2023	$	543,977			23,088,268		$	348,762,731		$	349,306,708		$	59,604,899
Distributions paid or accrued ($0.368 per BUC):*
Regular distribution		(86,223	)		-			(8,536,064	)		(8,622,287	)		-
Distribution of Tier 3 income (Note 22)		-			-			(50,000	)		(50,000	)		-
Cash paid in lieu of fractional BUCs		-			-			(1,772	)		(1,772	)		-
Net income allocable to Partners		98,311			-			9,782,829			9,881,140			-
Sale of BUCs, net of issuance costs		-			64,765			1,055,267			1,055,267			-
Restricted units awarded		-			109,581			-			-			-
Rounding of BUCs related to BUCs Distributions		-			(105	)		-			-			-
Restricted unit compensation expense		3,323			-			328,998			332,321			-
Unrealized gains on securities		(120,087	)		-			(11,888,650	)		(12,008,737	)		(12,008,737	)
Unrealized gains on bond purchase commitments		(630	)		-			(62,329	)		(62,959	)		(62,959	)
Balance as of March 31, 2024	$	438,671			23,262,509		$	339,391,010		$	339,829,681		$	47,533,203

* The amounts indicated in the Condensed Consolidated Statements of Partners' Capital have been adjusted to reflect the First Quarter 2024 BUCs Distribution on a retroactive basis.


	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			23,011,517		$	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 ($0.364 per BUC):**
Regular distribution		(11,756	)		-			(1,163,807	)		(1,175,563	)		-
Distribution of Tier 2 income (Note 22)		(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 gains on securities		203,975			-			20,193,567			20,397,542			20,397,542
Unrealized gains on bond purchase commitments		1,125			-			111,422			112,547			112,547
Balance as of March 31, 2023	$	486,762			23,113,453		$	343,585,289		$	344,072,051		$	64,258,328

** The amounts indicated in the Condensed Consolidated Statements of Partners' Capital have been adjusted to reflect the BUCs Distributions on a retroactive basis.

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

GREYSTONE HOUSING IMPACT INVESTORS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net income	$	10,648,381		$	16,791,222
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		5,967			404,981
Amortization of deferred financing costs		367,418			1,005,767
Gain on sale of investments in unconsolidated entities		(50,000	)		(15,366,929	)
(Earnings) losses from investments in unconsolidated entities		106,845			-
Provision for credit losses		(806,000	)		(545,000	)
Recovery of prior credit loss		(17,155	)		(16,967	)
(Gains) losses on derivative instruments, net of cash paid		(4,489,788	)		3,476,097
Restricted unit compensation expense		332,321			349,959
Bond premium, discount and acquisition fee amortization		(48,178	)		(54,476	)
Debt premium amortization		(10,126	)		(10,145	)
Deferred income tax expense (benefit) & income tax payable/receivable		(1,200	)		7,358
Change in preferred return receivable from unconsolidated entities, net		(1,624,169	)		(1,934,065	)
Changes in operating assets and liabilities
(Increase) decrease in interest receivable		419,044			(2,986,762	)
(Increase) decrease in other assets		84,659			(237,767	)
Decrease in accounts payable, accrued expenses and other liabilities		(1,545,171	)		(683,869	)
Net cash provided by operating activities		3,372,848			199,404
Cash flows from investing activities:
Advances on mortgage revenue bonds		(26,297,798	)		(60,622,813	)
Advances on taxable mortgage revenue bonds		(1,000,000	)		(1,805,000	)
Advances on governmental issuer loans		(6,000,000	)		(17,377,303	)
Advances on taxable governmental issuer loans		-			(3,000,000	)
Advances on property loans		(3,073,404	)		(7,942,324	)
Contributions to unconsolidated entities		(6,960,337	)		(4,705,639	)
Capital expenditures		-			(171,670	)
Proceeds from sale of land held for development		-			441,714
Proceeds from sale of investments in unconsolidated entities		50,000			27,659,480
Principal payments received on mortgage revenue bonds		2,260,565			13,303,739
Principal payments received on governmental issuer loans		23,390,000			-
Principal payments received on taxable mortgage revenue bonds		11,503,059			2,797
Principal payments received on taxable governmental issuer loans		10,573,000			-
Principal payments received on property loans		72,323,194			18,315,580
Net cash provided by (used in) investing activities		76,768,279			(35,901,439	)
Cash flows from financing activities:
Distributions paid		(9,204,814	)		(11,612,492	)
Proceeds from the sale of BUCs		1,080,957			-
Payment of offering costs related to the sale of BUCs		(21,628	)		-
Proceeds from debt financing		63,250,000			126,381,000
Principal payments on debt financing		(99,697,766	)		(41,786,351	)
Principal borrowing on secured lines of credit		20,000,000			45,000,000
Principal payments on secured lines of credit		(36,900,000	)		(94,000,000	)
Decrease in security deposit liability related to restricted cash		-			(5,887	)
Proceeds upon issuance of Redeemable Preferred Units		5,000,000			8,000,000
Debt financing and other deferred costs paid		(454,650	)		(593,368	)
Net cash provided by (used in) financing activities		(56,947,901	)		31,382,902
Net increase (decrease) in cash, cash equivalents and restricted cash		23,193,226			(4,319,133	)
Cash, cash equivalents and restricted cash at beginning of period		47,734,146			92,637,256
Cash, cash equivalents and restricted cash at end of period	$	70,927,372		$	88,318,123

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	12,165,910		$	12,869,770
Supplemental disclosure of noncash investing and financing activities:
Distributions declared but not paid for BUCs and General Partner	$	8,672,287		$	10,835,021
Distributions declared but not paid for Preferred Units		762,118			739,417
Exchange of Redeemable Preferred Units		17,500,000			7,000,000
Deferred financing costs financed through accounts payable		62,628			58,000
Non-cash contribution to unconsolidated entity		-			997,062

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


	March 31, 2024		March 31, 2023
Cash and cash equivalents	$	56,255,270	$	52,105,214
Restricted cash		14,672,102		36,212,909
Total cash, cash equivalents and restricted cash	$	70,927,372	$	88,318,123

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

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 three series of non-cumulative, non-voting, non-convertible preferred units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units (collectively, the “Preferred Units”). The outstanding Preferred Units are redeemable in the future at the option of either the holders or the Partnership (Note 17). 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 (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 3). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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;

•

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

•

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

•

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

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

Use of Estimates and Assumptions in Preparation of Consolidated Financial Statements

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

The Partnership’s condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023. These condensed consolidated financial statements and notes have been prepared consistently with the 2023 Form 10-K. In the opinion of management, all adjustments (consisting of normal and recurring accruals) necessary to present fairly the Partnership’s financial position as of March 31, 2024, and the results of operations for the interim periods presented, have been made. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. The accompanying condensed consolidated balance sheet as of December 31, 2023 was derived from the audited annual consolidated financial statements but does not contain all the footnote disclosures from the annual consolidated financial statements.

Risks and Uncertainties

The Federal Reserve has recently maintained rates at the current levels as it analyzes further employment, price and economic data for indications of inflation declining to its long-term annual inflation target of 2%. The Federal Reserve continues to reduce its balance sheet of US treasury bonds and mortgage-backed securities which may cause further upward pressure on interest rates. In addition, geopolitical conflicts continue to impact the general global economic environment. These factors have maintained 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 recent inflationary environment in the United States may increase operating expenses at properties securing the Partnership’s investments and general operations, which may reduce net operating results of the related properties and result in lower debt service coverage or higher than anticipated capitalized interest requirements for properties under construction. Such occurrences may negatively impact the value of the Partnership’s investments. Increasing general and administrative expenses of the Partnership may adversely affect the Partnership’s operating results, including a reduction in net income.

Furthermore, the potential for an economic recession either globally or locally in the U.S. or other economies could further impact the valuation of our investment assets, limit the Partnership’s ability to obtain additional debt financing from lenders, and limit opportunities for additional investments.

Beneficial Unit Certificates (“BUCs”)

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

The Partnership declared BUCs Distributions in the form of additional BUCs during the three months ended March 31, 2024 and the year ended December 31, 2023. All fractional BUCs resulting from the BUCs Distributions received cash for such fraction based on the market value of the BUCs on the record date. The BUCs Distributions have been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods indicated in the Partnership’s condensed consolidated financial statements.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. For the year ended December 31, 2023, the Partnership began reporting the realized and unrealized gains (losses) of its derivative transactions within “Net result from derivative transactions” on the Partnership’s consolidated statements of operations. Previously, the realized and unrealized (gains) losses of the Partnership's derivative transactions had been reported within "Interest expense" on the Partnership’s consolidated statement of operations. Accordingly, for the three months ended March 31, 2023, the Partnership has included the realized and unrealized (gains) losses of its derivative transactions within “Net result from derivative transactions” in conformity with the current reporting period presented herein. This reclassification has no effect on the Partnership’s reported “Net income” or “Partners’ capital” in the Partnership’s condensed consolidated financial statements for the periods presented.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, which enhances the disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. ASU 2023-07 is effective for the Partnership’s annual periods beginning after December 15, 2023 and interim periods with fiscal years beginning after December 15, 2024. The Partnership is currently assessing the impact of the adoption of this pronouncement on the consolidated financial statements.

3. Variable Interest Entities

Consolidated Variable Interest Entities (“VIEs”)

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

As the primary beneficiary, the Partnership reports the TOB, term TOB, TEBS financings, and TEBS Residual Financing on a consolidated basis. The Partnership reports the senior securities related to the TOB, term TOB, TEBS financings, and TEBS Residual Financing as secured debt financings on the Partnership's condensed consolidated balance sheets (Note 13). The investment assets securing the TOB, term TOB, TEBS financings, and TEBS Residual Financing are reported as assets on the Partnership's condensed consolidated balance sheets (Notes 4, 5, 6 and 9).

The Partnership has determined its investment in Vantage at San Marcos is a VIE and the Partnership is the primary beneficiary. The Partnership may currently require the managing member of the VIE to purchase the Partnership’s equity investment in the VIE at a price equal to the Partnership’s carrying value. If the Partnership were to redeem its investment, the underlying assets of the property would likely need to be sold. If the underlying assets were sold, the extent to which the VIE will be exposed to gains or losses would result from decisions made by the Partnership. The Partnership’s option to redeem its investment in Vantage at San Marcos became effective beginning in the fourth quarter of 2021. As the primary beneficiary, the Partnership reports the assets and liabilities of Vantage at San Marcos on a consolidated basis, which consist of a real estate asset investment (Note 8), mortgage payable (Note 14), and current liabilities associated with the construction costs of a market-rate multifamily property (Note 11). If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the VIE may be deconsolidated.

Non-Consolidated VIEs

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

The Partnership held variable interests in 30 and 33 non-consolidated VIEs as of March 31, 2024 and December 31, 2023, respectively. The following table summarizes the Partnership’s maximum exposure to loss associated with its variable interests as of March 31, 2024 and December 31, 2023:


	Maximum Exposure to Loss of Non-consolidated VIEs
	March 31, 2024		December 31, 2023
Mortgage revenue bonds	$	120,453,758	$	98,336,213
Taxable mortgage revenue bonds		3,014,582		13,520,631
Governmental issuer loans		185,157,300		202,547,300
Taxable governmental issuer loans		3,000,000		13,573,000
Property loans		38,261,960		107,511,750
Investments in unconsolidated entities		145,130,907		136,653,246
	$	495,018,507	$	572,142,140

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the MRBs and taxable MRBs as of March 31, 2024 is equal to the Partnership’s cost adjusted for paydowns. The difference between the MRB carrying value in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is a function of the unrealized gains or losses. The Partnership has future MRB and taxable MRB funding commitments related to non-consolidated VIEs totaling $115.0 million and $15.4 million, respectively, as of March 31, 2024 (Note 16).

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with GILs, taxable GILs, property loans and investments in unconsolidated entities as of March 31, 2024 is equal to the Partnership’s carrying value. The Partnership has future GIL, taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $45.1 million, $53.6 million, $3.1 million, and $45.4 million, respectively, as of March 31, 2024 (Note 16).

4. Mortgage Revenue Bonds

The Partnership’s MRBs provide construction and/or permanent financing for income-producing multifamily rental, seniors housing and skilled nursing properties. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note 13). The MRBs predominantly bear interest at fixed interest rates and require regular principal and interest payments on either a monthly or semi-annual basis. The Partnership had the following investments in MRBs as of March 31, 2024 and December 31, 2023:


	March 31, 2024
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
The Safford (5)	AZ	$	9,989,318	$	2,039,618	$	-		$	12,028,936
40rty on Colony - Series P (5)	CA		5,963,574		638,636		-			6,602,210
CCBA Senior Garden Apartments (5)	CA		3,748,159		78,327		-			3,826,486
Courtyard - Series A (3)	CA		9,748,189		685,729		-			10,433,918
Glenview Apartments - Series A (2)	CA		4,296,391		203,899		-			4,500,290
Harmony Court Bakersfield - Series A (3)	CA		3,554,325		218,766		-			3,773,091
Harmony Terrace - Series A (3)	CA		6,580,876		466,164		-			7,047,040
Harden Ranch - Series A (1)	CA		6,331,241		339,666		-			6,670,907
Las Palmas II - Series A (3)	CA		1,612,276		103,208		-			1,715,484
Lutheran Gardens (6), (7)	CA		10,352,000		-		(37,415	)		10,314,585
Montclair Apartments - Series A (2)	CA		2,327,595		134,203		-			2,461,798
Montecito at Williams Ranch Apartments - Series A (5)	CA		7,425,704		712,176		-			8,137,880
Montevista - Series A (5)	CA		6,595,473		826,864		-			7,422,337
Ocotillo Springs - Series A (5), (7)	CA		3,480,813		-		(129,021	)		3,351,792
Ocotillo Springs - Series A-1 (5)	CA		498,442		83,372		-			581,814
Residency at Empire - Series BB-1 (5)	CA		14,116,406		788,100		-			14,904,506
Residency at Empire - Series BB-2 (5)	CA		4,000,000		258,431		-			4,258,431
Residency at Empire - Series BB-3 (5)	CA		9,555,000		466,050		-			10,021,050
Residency at the Entrepreneur - Series J-1 (5)	CA		9,083,796		15,757		-			9,099,553
Residency at the Entrepreneur - Series J-2 (5)	CA		7,500,000		82,961		-			7,582,961
Residency at the Entrepreneur - Series J-3 (5)	CA		16,100,000		548,641		-			16,648,641
Residency at the Entrepreneur - Series J-5 (5)	CA		1,000,000		-		-			1,000,000
Residency at the Mayer - Series A (5)	CA		29,559,238		-		-			29,559,238
Residency at the Mayer - Series M (5)	CA		11,500,000		-		-			11,500,000
San Vicente - Series A (3)	CA		3,324,428		212,810		-			3,537,238
Santa Fe Apartments - Series A (2)	CA		2,819,794		167,405		-			2,987,199
Seasons at Simi Valley - Series A (3)	CA		4,069,240		374,446		-			4,443,686
Seasons Lakewood - Series A (3)	CA		7,010,064		496,566		-			7,506,630
Seasons San Juan Capistrano - Series A (3)	CA		11,802,659		800,970		-			12,603,629
Solano Vista - Series A (5)	CA		2,606,974		286,892		-			2,893,866
Summerhill - Series A (3)	CA		6,120,491		288,115		-			6,408,606
Sycamore Walk - Series A (3)	CA		3,368,481		109,717		-			3,478,198
The Village at Madera - Series A (3)	CA		2,939,703		189,528		-			3,129,231
Tyler Park Townhomes - Series A (1)	CA		5,511,871		66,935		-			5,578,806
Village at Hanford Square - Series H (5)	CA		10,400,000		907,760		-			11,307,760
Vineyard Gardens - Series A (5)	CA		3,866,389		389,493		-			4,255,882
Westside Village Market - Series A (1)	CA		3,601,998		170,597		-			3,772,595
Handsel Morgan Village Apartments (5)	GA		2,150,000		253,792		-			2,403,792
MaryAlice Circle Apartments (5)	GA		5,900,000		751,174		-			6,651,174
Copper Gate Apartments (1)	IN		4,780,000		-		-			4,780,000
Renaissance - Series A (2)	LA		10,388,916		860,164		-			11,249,080
Live 929 Apartments - Series 2022A (5)	MD		58,390,083		2,957,716		-			61,347,799
Meadow Valley (5), (9)	MI		25,036,225		-		(1,393,024	)		23,643,201
Jackson Manor Apartments (5), (8)	MS		4,813,818		105,024		-			4,918,842
Village Point (6), (8)	NJ		23,000,000		-		(74,146	)		22,925,854
Silver Moon - Series A (2)	NM		7,460,511		799,556		-			8,260,067
Village at Avalon (4)	NM		15,773,357		1,775,826		-			17,549,183
Columbia Gardens (3)	SC		12,301,761		601,976		-			12,903,737
Companion at Thornhill Apartments (3)	SC		10,601,493		438,686		-			11,040,179
The Ivy Apartments (5)	SC		30,565,536		1,499,111		-			32,064,647
The Palms at Premier Park Apartments (1)	SC		17,803,781		246,195		-			18,049,976
The Park at Sondrio - Series 2022A (5)	SC		38,100,000		2,119,463		-			40,219,463
The Park at Vietti - Series 2022A (5)	SC		26,985,000		1,570,008		-			28,555,008
Village at River's Edge (3)	SC		9,544,429		1,167,655		-			10,712,084
Willow Run (3)	SC		12,130,581		634,209		-			12,764,790
Windsor Shores Apartments - Series A (5)	SC		21,545,000		1,216,171		-			22,761,171
Arbors at Hickory Ridge (1)	TN		10,372,503		1,585,054		-			11,957,557
Avistar at Copperfield - Series A (5)	TX		13,338,421		753,400		-			14,091,821
Avistar at the Crest - Series A (1)	TX		8,728,170		770,799		-			9,498,969
Avistar at the Oaks - Series A (1)	TX		7,064,747		555,435		-			7,620,182
Avistar at the Parkway - Series A (2)	TX		12,229,345		603,221		-			12,832,566
Avistar at Wilcrest - Series A (5)	TX		5,054,991		262,967		-			5,317,958
Avistar at Wood Hollow - Series A (5)	TX		38,382,434		2,082,233		-			40,464,667
Avistar in 09 - Series A (1)	TX		6,100,131		496,237		-			6,596,368
Avistar on the Boulevard - Series A (1)	TX		14,869,385		1,120,753		-			15,990,138
Avistar on the Hills - Series A (1)	TX		4,836,683		393,457		-			5,230,140
Bruton Apartments (3)	TX		17,179,304		-		-			17,179,304
Concord at Gulfgate - Series A (3)	TX		18,135,132		1,517,470		-			19,652,602
Concord at Little York - Series A (3)	TX		12,704,518		1,028,673		-			13,733,191
Concord at Williamcrest - Series A (3)	TX		19,680,659		1,700,215		-			21,380,874
Crossing at 1415 - Series A (3)	TX		7,059,848		422,501		-			7,482,349
Decatur Angle (3)	TX		21,589,111		-		-			21,589,111
Esperanza at Palo Alto (3)	TX		18,708,566		2,101,382		-			20,809,948
Heights at 515 - Series A (3)	TX		6,463,412		466,027		-			6,929,439
Heritage Square - Series A (2)	TX		10,150,390		456,422		-			10,606,812
Oaks at Georgetown - Series A (3)	TX		11,759,740		655,561		-			12,415,301
Southpark (5)	TX		11,150,461		1,149,539		-			12,300,000
15 West Apartments (3)	WA		9,350,364		1,292,182		-			10,642,546
Mortgage revenue bonds held in trust		$	874,539,714	$	49,562,056	$	(1,633,606	)	$	922,468,164

(1)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB held by Morgan Stanley in a debt financing transaction, Note 13.

(5)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 13.

(6)

MRB held by Barclays Capital Inc. in a debt financing transaction, Note 13.

(7)

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 March 31, 2024, the MRB has been in an unrealized loss position for more than 12 months.

(8)

(9)

The Partnership has a remaining MRB funding commitment of approximately $19.1 million as of March 31, 2024. 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 funding commitment outstanding as of March 31, 2024 (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 March 31, 2024, the MRB has been in an unrealized loss position for more than 12 months.


	March 31, 2024
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
Brookstone	IL	$	7,213,953	$	1,123,250	$	-	$	8,337,203
Provision Center 2014-1	TN		196,577		-		-		196,577
Avistar at the Crest - Series B	TX		716,636		40,405		-		757,041
Avistar at the Oaks - Series B	TX		525,126		28,014		-		553,140
Avistar at the Parkway - Series B	TX		122,573		16,786		-		139,359
Avistar in 09 - Series B	TX		433,181		23,109		-		456,290
Avistar on the Boulevard - Series B	TX		425,827		21,996		-		447,823
Runnymede	TX		9,390,000		-		-		9,390,000
Mortgage revenue bonds		$	19,023,873	$	1,253,560	$	-	$	20,277,433


	December 31, 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
The Safford (5)	AZ	$	7,667,299	$	2,717,033	$	-		$	10,384,332
40rty on Colony - Series P (5)	CA		5,964,008		739,204		-			6,703,212
Courtyard - Series A (3)	CA		9,774,107		845,146		-			10,619,253
Glenview Apartments - Series A (2)	CA		4,312,025		298,507		-			4,610,532
Harmony Court Bakersfield - Series A (3)	CA		3,563,775		275,305		-			3,839,080
Harmony Terrace - Series A (3)	CA		6,598,285		573,928		-			7,172,213
Harden Ranch - Series A (1)	CA		6,355,567		441,345		-			6,796,912
Las Palmas II - Series A (3)	CA		1,616,607		128,930		-			1,745,537
Lutheran Gardens (6), (7)	CA		10,352,000		-		(30,994	)		10,321,006
Montclair Apartments - Series A (2)	CA		2,336,065		170,291		-			2,506,356
Montecito at Williams Ranch Apartments - Series A (5)	CA		7,442,435		846,333		-			8,288,768
Montevista - Series A (5)	CA		6,607,973		992,675		-			7,600,648
Residency at Empire - Series BB-1 (5)	CA		14,117,540		1,004,021		-			15,121,561
Residency at Empire - Series BB-2 (5)	CA		4,000,000		320,446		-			4,320,446
Residency at Empire - Series BB-3 (5)	CA		5,055,000		575,709		-			5,630,709
Residency at the Entrepreneur - Series J-1 (5)	CA		9,085,429		181,504		-			9,266,933
Residency at the Entrepreneur - Series J-2 (5)	CA		7,500,000		222,445		-			7,722,445
Residency at the Entrepreneur - Series J-3 (5)	CA		12,300,000		697,895		-			12,997,895
Residency at the Mayer - Series A (5)	CA		29,560,945		-		-			29,560,945
San Vicente - Series A (3)	CA		3,333,357		265,848		-			3,599,205
Santa Fe Apartments - Series A (2)	CA		2,830,055		206,301		-			3,036,356
Seasons at Simi Valley - Series A (3)	CA		4,083,273		443,901		-			4,527,174
Seasons Lakewood - Series A (3)	CA		7,028,608		611,358		-			7,639,966
Seasons San Juan Capistrano - Series A (3)	CA		11,833,880		992,473		-			12,826,353
Summerhill - Series A (3)	CA		6,136,763		381,019		-			6,517,782
Sycamore Walk - Series A (3)	CA		3,380,901		226,216		-			3,607,117
The Village at Madera - Series A (3)	CA		2,947,519		227,699		-			3,175,218
Tyler Park Townhomes - Series A (1)	CA		5,533,307		119,693		-			5,653,000
Village at Hanford Square - Series H (5)	CA		10,400,000		1,073,808		-			11,473,808
Vineyard Gardens - Series A (5)	CA		3,874,962		461,663		-			4,336,625
Westside Village Market - Series A (1)	CA		3,616,007		223,459		-			3,839,466
MaryAlice Circle Apartments (5)	GA		5,900,000		880,643		-			6,780,643
Copper Gate Apartments (1), (7)	IN		4,780,000		-		(5	)		4,779,995
Renaissance - Series A (2)	LA		10,429,392		1,221,077		-			11,650,469
Live 929 Apartments - Series 2022A (5)	MD		58,333,646		3,275,636		-			61,609,282
Meadow Valley (5), (8)	MI		20,863,114		-		(920,148	)		19,942,966
Jackson Manor Apartments (5)	MS		4,824,474		209,082		-			5,033,556
Village Point (6)	NJ		23,000,000		192,788		-			23,192,788
Silver Moon - Series A (2)	NM		7,480,455		928,841		-			8,409,296
Village at Avalon (4)	NM		15,808,184		1,962,627		-			17,770,811
Columbia Gardens (3)	SC		12,351,218		807,633		-			13,158,851
Companion at Thornhill Apartments (3)	SC		10,639,506		598,197		-			11,237,703
The Ivy Apartments (5)	SC		30,567,832		1,933,208		-			32,501,040
The Palms at Premier Park Apartments (1)	SC		17,872,527		427,099		-			18,299,626
The Park at Sondrio - Series 2022A (5)	SC		38,100,000		2,682,964		-			40,782,964
The Park at Vietti - Series 2022A (5)	SC		26,985,000		1,972,695		-			28,957,695
Village at River's Edge (3)	SC		9,566,110		1,000,545		-			10,566,655
Willow Run (3)	SC		12,180,025		817,941		-			12,997,966
Windsor Shores Apartments - Series A (5)	SC		21,545,000		1,530,085		-			23,075,085
Arbors at Hickory Ridge (1)	TN		10,417,646		1,805,985		-			12,223,631
Avistar at Copperfield - Series A (5)	TX		13,378,386		983,586		-			14,361,972
Avistar at the Crest - Series A (1)	TX		8,762,826		909,437		-			9,672,263
Avistar at the Oaks - Series A (1)	TX		7,091,928		666,990		-			7,758,918
Avistar at the Parkway - Series A (2)	TX		12,270,653		830,179		-			13,100,832
Avistar at Wilcrest - Series A (5)	TX		5,070,137		313,010		-			5,383,147
Avistar at Wood Hollow - Series A (5)	TX		38,497,436		2,648,201		-			41,145,637
Avistar in 09 - Series A (1)	TX		6,123,600		593,430		-			6,717,030
Avistar on the Boulevard - Series A (1)	TX		14,928,425		1,346,449		-			16,274,874
Avistar on the Hills - Series A (1)	TX		4,855,291		470,520		-			5,325,811
Bruton Apartments (3), (7)	TX		17,220,941		-		(13,366	)		17,207,575
Concord at Gulfgate - Series A (3)	TX		18,190,721		1,807,038		-			19,997,759
Concord at Little York - Series A (3)	TX		12,743,460		1,302,221		-			14,045,681
Concord at Williamcrest - Series A (3)	TX		19,740,985		2,017,280		-			21,758,265
Crossing at 1415 - Series A (3)	TX		7,082,698		565,843		-			7,648,541
Decatur Angle (3), (7)	TX		21,646,255		-		(16,674	)		21,629,581
Esperanza at Palo Alto (3)	TX		18,751,278		2,480,537		-			21,231,815
Heights at 515 - Series A (3)	TX		6,484,332		602,199		-			7,086,531
Heritage Square - Series A (2)	TX		10,186,405		606,579		-			10,792,984
Oaks at Georgetown - Series A (3)	TX		11,790,848		838,472		-			12,629,320
15 West Apartments (3)	WA		9,371,808		1,478,567		-			10,850,375
Mortgage revenue bonds held in trust		$	825,040,234	$	58,971,739	$	(981,187	)	$	883,030,786

(1)

MRB owned by ATAX TEBS II, LLC (M31 TEBS), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(2)

MRB owned by ATAX TEBS III, LLC (M33 TEBS), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(3)

MRB owned by ATAX TEBS IV, LLC (M45 TEBS), Note 13. The TEBS financing has contractual limitations on the Partnership’s ability to sell the MRB.

(4)

MRB held by Morgan Stanley in a debt financing transaction, Note 13.

(5)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 13.

(6)

MRB held by Barclays Capital Inc. in a debt financing transaction, Note 13.

(7)

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 December 31, 2023, the MRB has been in an unrealized loss position for less than 12 months.

(8)

The Partnership has a remaining MRB funding commitment of approximately $23.2 million as of December 31, 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 funding commitment outstanding as of December

31, 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 December 31, 2023, the MRB has been in an unrealized loss position for more than 12 months.


	December 31, 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
CCBA Senior Garden Apartments	CA	$	3,757,268	$	158,840	$	-		$	3,916,108
Ocotillo Springs - Series A (1)	CA		3,489,096		-		(59,805	)		3,429,291
Ocotillo Springs - Series A-1	CA		499,117		95,386		-			594,503
Residency at the Entrepreneur - Series J-5	CA		1,000,000		-		-			1,000,000
Solano Vista - Series A	CA		2,611,955		338,125		-			2,950,080
Handsel Morgan Village Apartments	GA		2,150,000		300,188		-			2,450,188
Brookstone	IL		7,229,475		1,071,177		-			8,300,652
Provision Center 2014-1	TN		926,475		-		-			926,475
Avistar at the Crest - Series B	TX		718,332		49,845		-			768,177
Avistar at the Oaks - Series B	TX		526,318		35,066		-			561,384
Avistar at the Parkway - Series B	TX		122,701		19,352		-			142,053
Avistar in 09 - Series B	TX		434,165		28,926		-			463,091
Avistar on the Boulevard - Series B	TX		426,835		27,507		-			454,342
Runnymede (2)	TX		9,390,000		-		(1,121	)		9,388,879
Southpark	TX		11,133,003		1,166,283		-			12,299,286
Mortgage revenue bonds		$	44,414,740	$	3,290,695	$	(60,926	)	$	47,644,509

(1)

(2)

The Partnership has accrued interest receivable related to its MRBs of $5.0 million and $4.7 million as of March 31, 2024 and December 31, 2023, 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 March 31, 2024. See Note 16 for additional information regarding the Partnership’s MRB funding commitments.

See Note 20 for a description of the methodology and significant assumptions used in determining the fair value of the MRBs. Unrealized gains or losses on the MRBs are recorded in the Partnership's condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the MRBs.

See Note 10 for information regarding the Partnership’s allowance for credit losses.

Activity in the First Three Months of 2024

Acquisitions:

The following MRB was acquired at a price that approximated the principal outstanding plus accrued interest during the three months ended March 31, 2024:

        Property Name

        Month
Acquired

        Property Location

        Units

        Maturity Date

        Interest Rate

        Initial Principal Funding

Residency at the Mayer - Series M (1)

March 2024

Hollywood, CA

79

4/1/2039

SOFR + 3.60%

(2)

11,500,000

(1)

The borrower re-allocated $11.5 million of previously provided funding from a taxable MRB to this new MRB during the acquisition and rehabilitation phase of the property. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $5.0 million.

(2)

The interest rate is subject to an all-in floor of 3.85%. Upon stabilization of the property, the interest rate will reset to a fixed rate based on the SOFR index plus 3.50% on or around the stabilization date.

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 Acquired	Property Location	Units		Maturity Date	Interest Rate				Initial Principal Funded
Windsor Shores Apartments - Series A	January 2023	Columbia, SC		176	2/1/2030		6.50	%		$	21,545,000
The Ivy Apartments	January 2023	Greenville, SC		212	2/1/2030		6.50	%			30,500,000
Residency at the Entrepreneur - Series J-5 (1)	February 2023	Los Angeles, CA		200	4/1/2025	SOFR + 3.60%			(2)		1,000,000
										$	53,045,000

(1)

The Partnership has committed to provide funding for the Series J-5 MRB totaling $5.0 million. See Note 16.

(2)

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

Redemptions:

The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the three months ended March 31, 2023:


Property Name	Month 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

5. Governmental Issuer Loans

The Partnership invests in GILs that are issued by state or local governmental authorities to finance the construction of affordable multifamily properties. The Partnership expects and believes the interest earned on the GILs is excludable from gross income for federal income tax purposes. The GILs do not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any state government pledged to the payment of principal or interest on the GILs. Each GIL is secured by a mortgage on all real and personal property of the affordable multifamily property. The GILs share first mortgage lien positions with property loans and/or taxable GILs owned by the Partnership (Notes 6 and 9). Sources of the funds to pay principal and interest on a GIL consist of the net cash flow or the sale or refinancing proceeds from the secured property and limited-to-full payment guaranties provided by affiliates of the borrower.

All GILs were held in trust in connection with TOB trust financings as of March 31, 2024 and December 31, 2023 (Note 13). At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met.

The Partnership had the following GIL investments as of March 31, 2024 and December 31, 2023:

         
        As of March 31, 2024

        Property Name

        Month 
Acquired

        Property
Location

        Units

        Maturity
Date (1)

        Interest Rate (2)

        Current Interest
Rate

        Amortized
Cost

Legacy Commons at Signal Hills (3)

January 2021

St. Paul, MN

247

8/1/2024

SOFR + 3.07%

8.40%

34,620,000

Osprey Village (3)

July 2021

Kissimmee, FL

383

8/1/2024

SOFR + 3.07%

8.38%

60,000,000

Willow Place Apartments (3)

September 2021

McDonough, GA

182

10/1/2024

SOFR + 3.30%

8.61%

25,000,000

Willow Place Apartments Supplemental

November 2023

McDonough, GA

n/a

10/1/2024

SOFR + 3.45%

8.76%

1,500,000

Magnolia Heights (3)

June 2022

Covington, GA

200

7/1/2024

SOFR + 3.85%

9.16%

20,400,000

Poppy Grove I (3), (4)

September 2022

Elk Grove, CA

147

4/1/2025

6.78%

6.78%

21,846,000

Poppy Grove II (3), (4)

September 2022

Elk Grove, CA

82

4/1/2025

6.78%

6.78%

11,541,300

Poppy Grove III (3), (4)

September 2022

Elk Grove, CA

158

4/1/2025

6.78%

6.78%

18,550,000

Sandy Creek Apartments (3)

August 2023

Bryan, TX

140

9/1/2026

7.83% (5)

7.83%

12,100,000

1,539

205,557,300

(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 0.25% to 0.50%.

(3)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 19).

(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.

(5)

The interest rate will convert to a variable rate of Term SOFR + 2.80% on February 1, 2025.

         
        As of December 31, 2023

        Property Name

        Month 
Acquired

        Property
Location

        Units

        Maturity
Date (1)

        Interest
Rate (2)

        Current Interest
Rate

        Amortized
Cost

Legacy Commons at Signal Hills (3)

January 2021

St. Paul, MN

247

2/1/2024

SOFR + 3.07%

8.46%

34,620,000

Hope on Avalon

January 2021

Los Angeles, CA

88

2/1/2024

SIFMA + 3.75%

7.62%

23,390,000

Osprey Village (3)

July 2021

Kissimmee, FL

383

8/1/2024

SOFR + 3.07%

8.38%

60,000,000

Willow Place Apartments (3)

September 2021

McDonough, GA

182

10/1/2024

SOFR + 3.30%

8.61%

25,000,000

Willow Place Apartments Supplemental

November 2023

McDonough, GA

n/a

10/1/2024

SOFR + 3.45%

8.76%

1,500,000

Magnolia Heights (3)

June 2022

Covington, GA

200

7/1/2024

SOFR + 3.85%

9.16%

20,400,000

Poppy Grove I (3), (4)

September 2022

Elk Grove, CA

147

4/1/2025

6.78%

6.78%

19,846,000

Poppy Grove II (3), (4)

September 2022

Elk Grove, CA

82

4/1/2025

6.78%

6.78%

9,541,300

Poppy Grove III (3), (4)

September 2022

Elk Grove, CA

158

4/1/2025

6.78%

6.78%

16,550,000

Sandy Creek Apartments (3)

August 2023

Bryan, TX

140

9/1/2026

7.83% (5)

7.83%

12,100,000

1,627

222,947,300

(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 19).

(4)

(5)

The interest rate will convert to a variable rate of Term SOFR + 2.80% on February 1, 2025.

The Partnership has accrued interest receivable related to its GILs of $1.4 million and $1.5 million as of March 31, 2024 and December 31, 2023, 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 and property loans (Note 6) with total outstanding principal of $133.2 million and $4.7 million, respectively, as of March 31, 2024. The guaranties relate to the Partnership’s investments in Legacy Commons at Signal Hills, Osprey Village, Willow Place Apartments, and Sandy Creek Apartments.

The Partnership has remaining commitments to provide additional funding of certain GILs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2024. See Note 16 for further information regarding the Partnership’s remaining GIL funding commitments.

See Note 10 for information regarding the Partnership’s allowance for credit losses.

Activity in the First Three Months of 2024

During the three months ended March 31, 2024, the following GIL was purchased by Freddie Mac through a servicer and all principal and accrued interest amounts due were paid in full:


Property Name	Month Redeemed	Principal Proceeds
Hope on Avalon	January 2024	$	23,390,000

In February 2024, the Partnership recognized a fee of approximately $87,000 in other income in connection with an extension of the maturity date of the Legacy Commons at Signal Hills GIL to August 1, 2024.

6. Property Loans

The following tables summarize the Partnership’s property loans, net of asset-specific allowances for credit losses, as of March 31, 2024 and December 31, 2023:


	March 31, 2024
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
Magnolia Heights	$	8,118,546	$	-		$	8,118,546	7/1/2024	SOFR + 3.85%
Sandy Creek Apartments		4,716,960		-			4,716,960	9/1/2026	8.63% (2)
Subtotal		12,835,506		-			12,835,506

Mezzanine Financing (3)
SoLa Impact Opportunity Zone Fund	$	33,545,000	$	-		$	33,545,000	12/30/2024	7.875%

Other
The 50/50 MF Property	$	5,977,314	$	-		$	5,977,314	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		6,925,908		(495,000	)		6,430,908

Total	$	53,306,414	$	(495,000	)	$	52,811,414

(1)

The property loans are held in trust in connection with TOB trust financings (Note 13). 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.

(2)

The interest rate will convert to a variable rate of Term SOFR + 3.35% on February 1, 2025.

(3)

The property loan is held in trust in connection with a TOB trust financing (Note 13).


	December 31, 2023
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
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		14,998,296		-			14,998,296	8/1/2024	SOFR + 3.07%
Osprey Village Supplemental		4,600,000		-			4,600,000	8/1/2024	SOFR + 3.22%
Sandy Creek Apartments		2,419,876		-			2,419,876	9/1/2026	8.63% (2)
Willow Place Apartments		18,875,606		-			18,875,606	10/1/2024	SOFR + 3.30%
Willow Place Apartments Supplemental		339,000		-			339,000	10/1/2024	SOFR + 3.45%
Subtotal		81,585,296		-			81,585,296

Mezzanine Financing (3)
SoLa Impact Opportunity Zone Fund	$	34,045,000	$	-		$	34,045,000	12/30/2024	7.875%

Other
The 50/50 MF Property	$	5,977,314	$	-		$	5,977,314	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		6,925,908		(495,000	)		6,430,908

Total	$	122,556,204	$	(495,000	)	$	122,061,204

(1)

The property loans are held in trust in connection with TOB trust financings (Note 13) with the exception of the Osprey Village Supplemental and Willow Place Apartments Supplemental property loans. 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 interest rate will convert to a variable rate of Term SOFR + 3.35% on February 1, 2025.

(3)

The property loan is held in trust in connection with a TOB trust financing (Note 13).

The Partnership has accrued interest receivable related to its property loans of $1.2 million and $1.7 million as of March 31, 2024 and December 31, 2023, 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 on a draw-down basis during construction of the secured properties as of March 31, 2024. See Note 16 for further information regarding the Partnership’s remaining property loan funding commitments.

See Note 10 for information regarding the Partnership’s allowance for credit losses related to its property loans.

Activity in the First Three Months of 2024

The following property loan principal payments were received during the three months ended March 31, 2024:


Property Name	Month Repaid	Principal Proceeds
Legacy Commons at Signal Hills	February 2024	$	32,233,972
Osprey Village	February 2024		14,998,296
Osprey Village Supplemental	February 2024		4,600,000
Willow Place Apartments	February 2024		18,875,606
Willow Place Apartments Supplemental	February 2024		1,115,320
SoLa Impact Opportunity Zone Fund	March 2024		500,000
		$	72,323,194

Activity in the First Three Months of 2023

The following property loan principal payments were received during the three months ended March 31, 2023:


Property Name	Month Redeemed	Principal Outstanding at Date of Redemption
Greens Property	February 2023	$	850,000
Scharbauer Flats	February 2023		10,773,236
Centennial Crossings	March 2023		6,692,344
		$	18,315,580

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

7. Investments in Unconsolidated Entities

The Partnership has non-controlling investments in unconsolidated entities. The Partnership applies the equity method of accounting by initially recording these investments at cost, subsequently adjusted for accrued preferred returns, the Partnership’s share of earnings (losses) of the unconsolidated entities, cash contributions, and distributions. The carrying value of the equity investments represents the Partnership’s maximum exposure to loss. The Partnership is entitled to a preferred return on invested capital in each unconsolidated entity. The Partnership’s preferred return is reported as “Investment income” on the Partnership’s condensed consolidated statements of operations.

An affiliate of the Vantage unconsolidated entities guarantees a preferred return on the Partnership’s invested capital through a date approximately five years after commencement of construction in connection with the Vantage investments.

The following table provides the details of the investments in unconsolidated entities as of March 31, 2024 and December 31, 2023:


Property Name	Location	Units			Construction Commencement Date	Construction Completion Date	Carrying Value as of March 31, 2024		Carrying Value as of December 31, 2023
Current Investments
Vantage at Tomball	Tomball, TX		288		August 2020	April 2022	$	14,199,870		13,235,090
Vantage at Hutto	Hutto, TX		288		December 2021	December 2023		14,573,715		13,908,660
Vantage at Loveland	Loveland, CO		288		April 2021	N/A		21,157,573		20,464,906
Vantage at Helotes	Helotes, TX		288		May 2021	November 2022		15,090,681		15,090,681
Vantage at Fair Oaks	Boerne, TX		288		September 2021	May 2023		13,485,258		12,996,316
Vantage at McKinney Falls	McKinney Falls, TX		288		December 2021	N/A		14,349,293		13,131,272
Freestone Greeley	Greeley, CO		296		N/A	N/A		5,784,762		5,346,007
Freestone Cresta Bella	San Antonio, TX		296		February 2023	N/A		17,661,138		17,325,494
Valage Senior Living Carson Valley	Minden, NV		102	(1)	February 2023	N/A		8,684,133		8,608,322
The Jessam at Hays Farm	Huntsville, AL		318		July 2023	N/A		10,941,810		7,518,717
Freestone Greenville	Greenville, TX		300		April 2024	N/A		5,470,516		5,366,551
Freestone Ladera	Ladera, TX		288		N/A	N/A		3,732,158		3,661,230
							$	145,130,907	$	136,653,246

(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 March 31, 2024. See Note 16 for further details regarding the Partnership’s remaining funding commitments.

Activity in the First Three Months of 2024

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2024:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain (loss) on Sale
Vantage at Coventry	Omaha, NE		294	(1)	$	50,000	$	-	$	50,000

(1)

In January 2024, the Partnership received sales proceeds of approximately $50,000 associated with final settlements of the Vantage at Coventry sale in January 2023. The Partnership recognized the amount in “Gain on sale of investment in an unconsolidated entity” on the Partnership’s condensed consolidated statement of operations.

During the first three months of 2024, the Partnership advanced funds beyond its original commitments to four Vantage unconsolidated entities totaling $2.9 million to cover additional construction and interest costs.

Activity in the First Three Months of 2023

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2023:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership			Investment Income		Gain on Sale
Vantage at Stone Creek	Omaha, NE		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	)
					$	27,903,278		$	243,796	$	15,366,929

(1)

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

Summarized Unconsolidated Entity Level Financial Data

The following table provides summary combined financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31,
	2024			2023
Property revenues	$	3,785,318		$	3,749,443
Gain on sale of property	$	-		$	38,104,333
Net income (loss)	$	(1,124,174	)	$	37,742,938

8. Real Estate Assets

The following tables summarize information regarding the Partnership’s real estate assets as of March 31, 2024 and December 31, 2023:


Real Estate Assets as of March 31, 2024
Property Name	Location	Number of Units	Land and Land Improvements		Buildings and Improvements		Carrying Value
Vantage at San Marcos	San Marcos, TX	(1)		2,660,615		946,043		3,606,658
Land held for development		(2)		1,109,482		-		1,109,482
							$	4,716,140
Less accumulated depreciation								-
Real estate assets, net							$	4,716,140

(1)

The assets are owned by a consolidated VIE for future development of a market-rate multifamily property. See Note 3 for further information.

(2)

Land held for development consists of land and development costs for a parcel of land in Richland County, SC.


Real Estate Assets as of December 31, 2023
Property Name	Location	Number of Units	Land and Land Improvements		Buildings and Improvements		Carrying Value
Vantage at San Marcos	San Marcos, TX	(1)		2,660,615		946,043		3,606,658
Land held for development		(2)		1,109,482		-		1,109,482
							$	4,716,140
Less accumulated depreciation								-
Real estate assets, net							$	4,716,140

(1)

The assets are owned by a consolidated VIE for future development of a market-rate multifamily property. See Note 3 for further information.

(2)

Land held for development consists of land and development costs for a parcel of land in Richland County, SC.

In January 2023, the Partnership sold the land held for development in Omaha, NE and received proceeds of $442,000 which approximated the Partnership’s carrying value.

In December 2023, the Partnership sold the Suites on Paseo MF Property. Net income related to the Suites on Paseo MF Property for the three months ended March 31, 2024, and 2023 was as follows:


	For the Three Months Ended March 31,
	2024		2023
Net income	$	-	$	228,912

9. Other Assets

The following table summarizes the Partnership’s other assets as of March 31, 2024 and December 31, 2023:


	March 31, 2024			December 31, 2023
Deferred financing costs, net	$	799,144		$	850,726
Derivative instruments at fair value (Note 15)		9,263,602			5,254,663
Taxable mortgage revenue bonds, at fair value		10,980,756			21,460,288
Taxable governmental issuer loans:
Taxable governmental issuer loans		3,000,000			13,573,000
Allowance for credit losses (Note 10)		(41,000	)		(77,000	)
Taxable governmental issuer loans, net		2,959,000			13,496,000
Bond purchase commitment, at fair value (Note 16)		134,829			197,788
Other assets		1,845,579			1,935,005
Total other assets	$	25,982,910		$	43,194,470

The Partnership has remaining commitments to provide additional funding of the taxable MRBs and taxable GILs during construction and/or rehabilitation of the secured properties as of March 31, 2024. See Note 16 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.

See Note 10 for information regarding the Partnership’s allowance for credit losses related to its taxable GILs.

See Note 20 for a description of the methodology and significant assumptions for determining the fair value of derivative instruments, taxable MRBs and bond purchase commitments. Unrealized gains or losses on derivative instruments are reported as “Interest expense” in the Partnership’s condensed consolidated statements of operations. Unrealized gains and losses on taxable MRBs and bond purchase commitments are recorded in the Partnership’s condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the assets.

As of March 31, 2024, nine taxable MRBs and three taxable GILs with a reported value totaling $14.4 million were held in trust in connection with TOB trust financings (Note 13).

Activity in the First Three Months of 2024

The following taxable MRB and taxable GIL principal payments were received during the three months ended March 31, 2024:

        Property Name

        Month
Redeemed

        Property Location

        Units

        Original
Maturity Date

        Interest Rate

        Principal
Redeemed

        Taxable MRBs

Residency at the Mayer Series A-T (1)

March 2024

Hollywood, CA

79

10/1/2024

SOFR + 3.70%

(2)

11,500,000

        Taxable GILs

Hope on Avalon

January 2024

Los Angeles, CA

88

2/1/2024

SOFR + 3.55%

10,573,000

Total

22,073,000

(1)

The borrower re-allocated $11.5 million of previously provided funding from a taxable MRB to a new MRB during the acquisition and rehabilitation phase of the property.

(2)

The interest rate is subject to an all-in floor of 3.95%.

Activity in the First Three Months of 2023

The following table includes details of the taxable MRB acquired during the three months ended March 31, 2023:

        Property Name

        Date Committed

        Maturity Date

        Initial Principal Funding

        Total Commitment

Windsor Shores Apartments - Series B

January 2023

2/1/2030

805,000

805,000

10. Allowance for Credit Losses

Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments

The Partnership considers key credit quality indicators when estimating expected credit losses for assets recorded at amortized cost. Such assets primarily finance the construction or rehabilitation of affordable multifamily properties. The GILs are primarily repaid through a conversion to permanent financing pursuant to a forward commitment from Freddie Mac dependent on completion of construction and various other conditions that each property must meet. The property loans related to GILs are primarily to be repaid from future equity contributions by investors and other forward financing commitments provided by various parties. If Freddie Mac is not required to purchase the GIL and payment of the property loans from available sources is not made, the GIL and associated property loan will have defaulted, and the Partnership has the right to foreclose on the underlying property, the associated low income housing tax credits, and enforce the guaranty provisions against affiliates of the individual property borrower. Accordingly, the Partnership’s key credit quality indicators include, but are not limited to, construction status of the property, financial strength of borrowers and guarantors, adequacy of capitalized interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The property loans secured by other multifamily properties are repaid through property operations or future sales proceeds.

The following table summarizes the changes in the Partnership’s allowance for credit losses for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31, 2024
	Governmental Issuer Loans			Taxable Governmental Issuer Loans			Property Loans			Unfunded Commitments			Total
Balance, beginning of period	$	1,294,000		$	77,000		$	2,048,000		$	678,000		$	4,097,000
Current provision for credit losses		(128,000	)		(36,000	)		(420,000	)		(222,000	)		(806,000	)
Balance, end of period	$	1,166,000		$	41,000		$	1,628,000		$	456,000		$	3,291,000


	For the Three Months ended March 31, 2023
	Governmental Issuer Loans			Taxable Governmental Issuer Loans		Property Loans			Unfunded Commitments			Total
Balance, beginning of period		-			-	$	495,000			-			495,000
Cumulative-effect adjustment upon adoption	$	2,145,000		$	79,000		2,108,000		$	1,617,000		$	5,949,000
Current provision for expected credit losses		(65,000	)		10,000		(153,000	)		(337,000	)		(545,000	)
Balance, end of period	$	2,080,000		$	89,000	$	2,450,000		$	1,280,000		$	5,899,000

At adoption, on January 1, 2023, the Partnership recorded an allowance for credit losses of approximately $5.9 million as a reduction to Partners’ Capital, or approximately 0.85% of the Partnerships carrying value of GILs, taxable GILs and property loans and total unfunded commitments. This amount does not include the Live 929 Apartments property loan that had a previous asset-specific allowance of $495,000.

The Partnership recorded a recovery of provision for credit losses of approximately $806,000 and $545,000 for the three months ended March 31, 2024 and 2023, respectively, which caused a decrease in the allowance for credit losses by the same amount. The decreases for the three months ended March 31, 2024 and 2023 are primarily due to GIL and property loan redemptions, a decrease in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the Partnership’s model to estimate the allowance for credit losses.

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:

•

Performing – The underlying property currently meets or exceeds management’s performance expectations and metrics. There are currently no material indicators that current debt service or repayment of the GILs and property loans is at risk.

•

Watch – The underlying property associated with the GILs and property loans currently has certain performance or other risk factors that require specific attention from management. The Partnership could experience loss if these factors are not

resolved in a timely or satisfactory manner. The Partnership currently estimates that such factors will be adequately resolved and that current debt service and final repayment of the GILs and property loans is not at material risk.

•

Nonperforming – The underlying property associated with the GILs and property loans is not current on debt service payments and/or has material performance or other risk factors. The Partnership currently believes that full collection of debt service and final repayment is questionable and/or improbable.

The following tables summarize the Partnership’s carrying value by acquisition year, grouped by risk rating as of March 31, 2024 and December 31, 2023:


	March 31, 2024
	2024		2023		2022		2021		2020		Prior		Total
Governmental Issuer Loans
Performing	$	-	$	13,600,000	$	72,337,300	$	119,620,000	$	-	$	-	$	205,557,300
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		13,600,000		72,337,300		119,620,000		-		-		205,557,300

Taxable Governmental Issuer Loans
Performing	$	-	$	-	$	3,000,000	$	-	$	-	$	-	$	3,000,000
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		-		3,000,000		-		-		-		3,000,000

Property Loans
Performing	$	-	$	4,716,960	$	47,640,860	$	-	$	-	$	453,594	$	52,811,414
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		495,000		495,000
Subtotal		-		4,716,960		47,640,860		-		-		948,594		53,306,414

Unfunded Commitments
Performing	$	-	$	3,113,040	$	98,700,000	$	-	$	-	$	-	$	101,813,040
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		3,113,040		98,700,000		-		-		-		101,813,040

Total	$	-	$	21,430,000	$	221,678,160	$	119,620,000	$	-	$	948,594	$	363,676,754


	December 31, 2023
	2023		2022		2021		2020		2019		Prior		Total
Governmental Issuer Loans
Performing	$	13,600,000	$	66,337,300	$	143,010,000	$	-	$	-	$	-	$	222,947,300
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		13,600,000		66,337,300		143,010,000		-		-		-		222,947,300

Taxable Governmental Issuer Loans
Performing	$	-	$	3,000,000	$	10,573,000	$	-	$	-	$	-	$	13,573,000
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		3,000,000		10,573,000		-		-		-		13,573,000

Property Loans
Performing	$	7,358,876	$	48,140,860	$	66,107,874	$	-		-	$	453,594	$	122,061,204
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-	$	495,000		-		495,000
Subtotal		7,358,876		48,140,860		66,107,874		-		495,000		453,594		122,556,204

Unfunded Commitments
Performing	$	6,909,378	$	104,700,000	$	12,977,426	$	-	$	-	$	-	$	124,586,804
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		6,909,378		104,700,000		12,977,426		-		-		-		124,586,804

Total	$	27,868,254	$	222,178,160	$	232,668,300	$	-	$	495,000	$	453,594	$	483,663,308

The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs and property loans for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an asset-specific allowance for credit loss will be recognized or the outstanding balance will be written off. There are no GILs, taxable GILs, or property loans that are currently past due on contractual debt service payments and the Partnership considered all GILs, taxable GILs and property loans to be performing as of March 31, 2024, except as noted below. The Partnership currently has two property loans on nonaccrual status.

During the three months ended March 31, 2024 and 2023, the interest to be earned on the Live 929 Apartments property loan was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of the property loan determined the collection of the interest accrued was not probable and the loan is considered to be nonperforming. The Live 929 Apartments property loan has outstanding principal of approximately $495,000 as of March 31, 2024 and December 31, 2023, which was fully reserved with an asset-specific allowance.

In December 2022, the Partnership received a property loan in exchange for the sale of its 100% interest in The 50/50 MF Property in the amount of $4.8 million. The property loan is unsecured, will be repaid from net cash flows of the property, and is subordinate to the mortgage debt of the property which was assumed by the buyer. The property loan is in non-accrual status as of March 31, 2024 because payments under the loan are not required immediately and are expected to be paid from future net cash flows of the property. As such, the loan is considered to be performing. The property loan associated with the 50/50 MF Property had outstanding principal of approximately $6.0 million as of March 31, 2024 and December 31, 2023.

Available-for-Sale Debt Securities

The Partnership records impairments for MRBs and taxable MRBs through allowance for credit losses for the portion of the difference between the estimated fair value and amortized cost that is related to expected credit losses. The following table summarizes the changes in the Partnership’s allowance for credit losses for the three months ended March 31, 2024 and 2023:


	For the Three Months Ended March 31,
	2024			2023
Balance, beginning of period	$	9,910,079		$	9,978,891
Recovery of prior credit loss (1)		(17,155	)		(16,967	)
Balance, end of period (2)	$	9,892,924		$	9,961,924

(1)

The Partnership compared the present value of cash flows expected to be collected to the amortized cost basis of the Live 929 Apartments Series 2022A MRB, which indicated a recovery of value. As the recovery was identified prior to the effective date of the CECL standard, the Partnership will accrete the recovery of prior credit loss into investment income over the term of the MRB.

(2)

The allowance for credit losses as of March 31, 2024 and 2023 was related to the Provision Center 2014-1 MRB and the Live 929 Apartments – 2022A MRB.

11. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the Partnership’s accounts payable, accrued expenses and other liabilities as of March 31, 2024 and December 31, 2023:


	March 31, 2024		December 31, 2023
Accounts payable	$	1,341,410	$	1,518,267
Accrued expenses		3,471,873		4,104,945
Accrued interest expense		7,428,057		7,935,327
Deferred gain on sale of MF Property		6,596,622		6,596,622
Reserve for credit losses on unfunded commitments (Note 10)		456,000		678,000
Derivative instruments at fair value (Note 15)		224,845		705,694
Other liabilities		1,344,108		1,419,233
Total accounts payable, accrued expenses and other liabilities	$	20,862,915	$	22,958,088

12. Secured Lines of Credit

The following tables summarize the Partnership’s secured lines of credit ("LOC" or "LOCs") as of March 31, 2024 and December 31, 2023:


Secured Lines of Credit	Outstanding as of March 31, 2024		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	16,500,000	$	50,000,000	June 2025 (1)	Variable (2)	Monthly		8.82	%
Bankers Trust Acquisition LOC		-		50,000,000	June 2024 (3)	Variable (4)	Monthly		7.82	%
	$	16,500,000	$	100,000,000

(1)

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

(2)

The variable rate is equal to SOFR + 3.50%, subject to an all-in floor of 3.75%.

(3)

The Partnership has two one-year extension options subject to certain conditions and payment of a $25,000 extension fee for each extension.

(4)

The variable rate is equal to 2.50% plus a variable component based on the 1-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited (“Term SOFR”).


Secured Lines of Credit	Outstanding as of December 31, 2023		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	16,500,000	$	40,000,000	June 2025 (1)	Variable (2)	Monthly		8.85	%
Bankers Trust Acquisition LOC		16,900,000		50,000,000	June 2024 (3)	Variable (4)	Monthly		7.85	%
	$	33,400,000	$	90,000,000

(1)

(2)

The variable rate is equal to SOFR + 3.50%, subject to an all-in floor of 3.75%.

(3)

The Partnership has two one-year extension options subject to certain conditions and payment of a $25,000 extension fee for each extension.

(4)

General LOC

The Partnership has entered into a secured Credit Agreement (“Secured Credit Agreement”) of up to $50.0 million with three financial institutions and the sole lead arranger and administrative agent, BankUnited, for a general secured line of credit (the “General LOC”). The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100% of the Partnership’s capital contributions to equity investments, senior housing investments, and other real estate investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base. As of March 31, 2024, the borrowing base was approximately $41.5 million.

The General LOC is currently secured by first priority security interests in the Partnership’s investments in unconsolidated entities. In addition, an affiliate of the Partnership, Greystone Select Incorporated (“Greystone Select”), has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement. Greystone Select is subject to certain covenants and was in compliance with such covenants as of March 31, 2024. No fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership is subject to various affirmative and negative covenants under the Secured Credit Agreement that, among others, require the Partnership to maintain a minimum liquidity of not less than $6.3 million and maintain a minimum consolidated tangible net worth of $200.0 million. The Partnership may increase the maximum commitment from $50.0 million to $60.0 million in total, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. The minimum liquidity covenant will increase from the current $6.3 million requirement to up to $7.5 million upon certain increases in the maximum commitment amount. The Partnership was in compliance with all covenants as of March 31, 2024.

Acquisition LOC

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

Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to three additional 90-day periods, but in no event later than the maturity date by providing Bankers Trust Company with a written request for such extension together with a principal payment of 5% of the principal amount of the original acquisition advance for the first such extension, 10% for the second such extension, and 20% for the third such extension. The Partnership is subject to various affirmative and negative covenants related to the Acquisition LOC, with the principal covenant being that the Partnership’s Leverage Ratio (as defined by the Partnership) will not exceed a specific percentage. The Partnership was in compliance with all covenants as of March 31, 2024.

13. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of March 31, 2024 and December 31, 2023:


		Outstanding Debt Financings as of March 31, 2024, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M31 TEBS	(3)	$	66,287,183	$	4,999	2024	Variable	Yes	3.67%	1.36%	5.03%
M33 TEBS			28,696,943		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			209,211,759		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			304,195,885								4.42%

TEBS Residual Financing		$	60,243,478	$	9,000	2034	Fixed	Yes	N/A	N/A	7.16%

TOB Trust Securitizations
Mizuho Capital Markets:
Jackson Manor Apartments			4,100,000	(4)		2024	Variable	Yes	4.01%	1.29%	5.30%
Southpark MRB			9,810,692	(4)		2024	Variable	Yes	4.01%	1.44%	5.45%
SoLa Impact Opportunity Zone Fund			23,412,092	(4)		2024	Variable	No	5.59%	1.78%	7.37%
Montevista - Series A			5,607,507	(4)		2025	Variable	Yes	4.01%	1.28%	5.29%
Montecito at Williams Ranch - Series A			6,798,537	(4)		2025	Variable	Yes	4.01%	1.18%	5.19%
Vineyard Gardens - Series A			3,593,846	(4)		2025	Variable	Yes	4.01%	1.18%	5.19%
The Park at Sondrio - Series 2022A			30,407,150	(4)		2025	Variable	Yes	4.01%	1.43%	5.44%
The Park at Vietti - Series 2022A			21,530,746	(4)		2025	Variable	Yes	4.01%	1.43%	5.44%
Avistar at Copperfield - Series A			11,338,321	(4)		2025	Variable	Yes	4.01%	1.68%	5.69%
Avistar at Wilcrest - Series A			4,292,320	(4)		2025	Variable	Yes	4.01%	1.68%	5.69%
Residency at the Entrepreneur MRBs			26,080,000	(4)		2025	Variable	Yes	4.01%	1.45%	5.46%
Legacy Commons at Signal Hills GIL			31,155,000	(4)		2025	Variable	Yes	4.01%	0.91%	4.92%
Osprey Village GIL			49,475,000	(4)		2025	Variable	Yes	4.01%	1.19%	5.20%
Residency at the Mayer Taxable MRB			824,508	(4)		2025	Variable	No	5.59%	1.17%	6.76%
Residency at Empire MRBs			21,888,667	(4)		2026	Variable	Yes	4.01%	1.42%	5.43%
The Ivy Apartments			24,339,218	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
Windsor Shores Apartments			17,190,485	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
Village at Hanford Square			7,764,412	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
MaryAlice Circle Apartments			4,686,385	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
Meadow Valley			18,581,544	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
40rty on Colony			4,443,263	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
Sandy Creek Apartments GIL			9,622,773	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
Residency at the Mayer - Series A			33,804,687	(4)		2026	Variable	Yes	4.01%	1.19%	5.20%
The Safford			7,779,345	(4)		2026	Variable	Yes	4.01%	1.44%	5.45%
Avistar at Wood Hollow - Series A			32,568,480	(4)		2027	Variable	Yes	4.01%	1.44%	5.45%
Live 929			53,092,000	(4)		2027	Variable	Yes	4.01%	1.18%	5.19%
Trust 2024-XF3219	(5)		22,579,601	(4)		2027	Variable	No	5.59%	1.79%	7.38%
Barclays Capital Inc.:
Trust 2021-XF2953	(6)		54,627,862		-	2025	Variable	No	5.45%	1.27%	6.72%
Poppy Grove I GIL			17,473,372		-	2025	Variable	Yes	4.75%	1.25%	6.00%
Poppy Grove II GIL			9,229,372		-	2025	Variable	Yes	4.75%	1.25%	6.00%
Poppy Grove III GIL			14,836,372		-	2025	Variable	Yes	4.75%	1.25%	6.00%
Village Point			18,386,175		-	2025	Variable	Yes	4.78%	1.61%	6.39%
Subtotal/Weighed Average Period End Rate			601,319,732								5.69%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon		$	12,715,993		-	2024	Fixed	Yes	N/A	N/A	1.98%

Total Debt Financings		$	978,475,088

(1)

The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the trust financing. Debt financings designated as “tax-exempt” in the table above are such that the Partnership expects and believes the interest on the senior securities is exempt from federal income taxes, which typically requires a lower remarketing rate to place the senior securities at each weekly reset.

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

Facility fees have a variable component. The stated maturity date in July 2024 is the expiration of the liquidity commitment rate from Freddie Mac. On that date, Freddie Mac will either extend the liquidity commitment, reset the liquidity commitment fee rate, or require the conversion to a fixed rate mode at a rate dependent on market conditions on that date. Freddie Mac cannot require redemption of the outstanding Class A Certificates on that date. The Partnership also has the right to terminate the facility and obtain alternative debt financing.

(4)

The Partnership has restricted cash totaling approximately $14.7 million related to its total net position with Mizuho Capital Markets.

(5)

The TOB trust is securitized by eight taxable MRBs, six MRBs, and one property loan.

(6)

The TOB trust is securitized by the Willow Place GIL & supplemental GIL, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.


		Outstanding Debt Financings as of December 31, 2023, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M31 TEBS	(3)	$	66,621,825	$	4,999	2024	Variable	Yes	3.90%	1.31%	5.21%
M33 TEBS			28,870,624		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			209,769,942		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			305,262,391								4.46%

TEBS Residual Financing		$	60,322,317	$	-	2034	Fixed	Yes	N/A	N/A	7.16%

TOB Trust Securitizations
Mizuho Capital Markets:
Hope on Avalon GIL			18,711,665	(4)		2024	Variable	Yes	4.24%	1.44%	5.68%
Jackson Manor Apartments			4,100,000	(4)		2024	Variable	Yes	4.24%	1.29%	5.53%
Trust 2021-XF2926	(5)		38,496,952	(4)		2024	Variable	No	5.59%	0.90%	6.49%
SoLa Impact Opportunity Zone Fund			23,741,122	(4)		2024	Variable	No	5.59%	1.78%	7.37%
Montevista - Series A			5,618,833	(4)		2025	Variable	Yes	4.24%	1.28%	5.52%
Montecito at Williams Ranch - Series A			6,813,244	(4)		2025	Variable	Yes	4.24%	1.18%	5.42%
Vineyard Gardens - Series A			3,593,615	(4)		2025	Variable	Yes	4.24%	1.18%	5.42%
The Park at Sondrio - Series 2022A			30,396,222	(4)		2025	Variable	Yes	4.24%	1.43%	5.67%
The Park at Vietti - Series 2022A			21,522,158	(4)		2025	Variable	Yes	4.24%	1.43%	5.67%
Avistar at Copperfield - Series A			11,370,985	(4)		2025	Variable	Yes	4.24%	1.68%	5.92%
Avistar at Wilcrest - Series A			4,303,984	(4)		2025	Variable	Yes	4.24%	1.68%	5.92%
Residency at the Entrepreneur MRBs			23,040,000	(4)		2025	Variable	Yes	4.24%	1.45%	5.69%
Legacy Commons at Signal Hills GIL			31,155,000	(4)		2025	Variable	Yes	4.24%	0.91%	5.15%
Osprey Village GIL			49,475,000	(4)		2025	Variable	Yes	4.24%	1.19%	5.43%
Trust 2021-XF2939	(6)		21,821,644	(4)		2025	Variable	No	5.59%	1.17%	6.76%
Residency at Empire MRBs			18,267,048	(4)		2026	Variable	Yes	4.24%	1.42%	5.66%
The Ivy Apartments			24,330,930	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Windsor Shores Apartments			17,183,983	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Village at Hanford Square			7,760,141	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
MaryAlice Circle Apartments			4,682,351	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Meadow Valley			15,438,915	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
40rty on Colony			4,440,847	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Sandy Creek Apartments GIL			9,616,853	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Residency at the Mayer - Series A			24,335,000	(4)		2026	Variable	Yes	4.24%	1.19%	5.43%
The Safford			5,911,780	(4)		2026	Variable	Yes	4.24%	1.44%	5.68%
Avistar at Wood Hollow - Series A			32,673,300	(4)		2027	Variable	Yes	4.24%	1.44%	5.68%
Live 929			53,092,000	(4)		2027	Variable	Yes	4.24%	1.18%	5.42%
Barclays Capital Inc.:
Trust 2021-XF2953	(7)		69,694,599		-	2024	Variable	No	5.48%	1.27%	6.75%
Poppy Grove I GIL			15,872,163		-	2024	Variable	Yes	4.40%	1.25%	5.65%
Poppy Grove II GIL			7,628,163		-	2024	Variable	Yes	4.40%	1.25%	5.65%
Poppy Grove III GIL			13,235,163		-	2024	Variable	Yes	4.40%	1.25%	5.65%
Village Point			18,381,720		-	2024	Variable	Yes	4.43%	1.61%	6.04%
Subtotal/Weighed Average Period End Rate			636,705,380								5.87%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon		$	12,739,978		-	2024	Fixed	Yes	N/A	N/A	1.98%

Total Debt Financings		$	1,015,030,066

(1)

(2)

The remarketing senior securities rate is the market interest rate determined by the remarketing agent to ensure all senior securities tendered by holder for weekly remarketing are purchased at par.

(3)

(4)

The Partnership has restricted cash totaling approximately $9.6 million related to its total net position with Mizuho Capital Markets.

(5)

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

(6)

The TOB trust is securitized by the Residency at the Mayer taxable MRB and Osprey Village property loan.

(7)

The TOB trust is securitized by the Willow Place GIL, property loan & supplemental GIL, Lutheran Gardens MRB, Magnolia Heights GIL and property loan, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

The TOB, term TOB, TEBS financing, and TEBS Residual Financing are consolidated VIEs of the Partnership (Note 3). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB, TEBS financings, and TEBS Residual Financing on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, term TOB, TEBS financings, and TEBS Residual Financing in Notes 4, 5, 6 and 9, respectively.

As the residual interest holder in the TOB, term TOB, and TEBS financing, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

As the residual interest holder in the TEBS Residual Financing, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trusts with Mizuho and Barclays are subject to respective ISDA master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests must maintain a certain value in relation to the total assets in each TOB trust. The Mizuho and Barclays master agreements also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). In addition, both Mizuho and Barclays master agreements specify that default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the master agreement. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered. The Partnership was in compliance with these covenants as of March 31, 2024.

The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreements with Mizuho and Barclays related to the TOB Trusts. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Mizuho and Barclays at the initiation of each transaction. The Partnership had posted approximately $14.7 million and $9.6 million of cash collateral with Mizuho as of March 31, 2024 and December 31, 2023, respectively. There was no required cash collateral posted with Barclays as of March 31, 2024 or December 31, 2023.

As of March 31, 2024 and December 31, 2023, the Partnership posted restricted cash as contractually required under the terms of the three TEBS financings. In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 15).

The Term TOB trust financing with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by 25% in one quarter or 35% over one year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is out of compliance with any of these covenants, a termination event of the financing facility would be triggered. The Partnership was in compliance with these covenants as of March 31, 2024.

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

Activity in the First Three Months of 2024

New Debt Financings:

The following is a summary of the new TOB trust financings that were entered into during the three months ended March 31, 2024:

        TOB Trust Securitization

        Initial TOB
Trust Financing

        Stated Maturity

        Interest Rate Type

        Tax-Exempt Interest on Senior Securities

        Facility Fees

Southpark MRB

9,840,000

June 2024

Variable

Yes

1.44%

Trust 2024-XF3219

21,795,000

February 2027

Variable

No

1.79%

Total TOB Trust Financings

31,635,000

In March 2024, the Partnership deposited the Residency at the Mayer Series M MRB into the existing TOB Trust 2022-XF3059 and received additional debt financing proceeds of approximately $9.5 million.

Redemptions:

The following is a summary of the debt financing principal payments made in connection with the redemption of underlying assets during the three months ended March 31, 2024:


Debt Financing	Debt Facility	Month	Paydown Applied
Hope on Avalon GIL	TOB Trust	January 2024	$	18,712,000
Trust 2021-XF2926 - Hope on Avalon taxable GIL	TOB Trust	January 2024		9,515,000
Trust 2021-XF2939 - Osprey Village property loan	TOB Trust	February 2024		12,365,000
Trust 2021-XF2939 - Osprey Village Supplemental property loan	TOB Trust	February 2024		3,795,000
Trust 2021-XF2953 - Willow Place property loan	TOB Trust	February 2024		15,080,000
Trust 2021-XF2926 - Legacy Commons at Signal Hills property loan	TOB Trust	February 2024		28,985,000
Trust 2021-XF2939 - Residency at the Mayer Series A-T	TOB Trust	March 2024		9,480,000
SoLa Impact Opportunity Zone Fund	TOB Trust	March 2024		350,000
			$	98,282,000

Refinancing Activity:

The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to January 2025. There were no additional changes to terms or fees associated with the extensions.

Activity in the First Three Months of 2023

New Debt Financings:

The following is a summary of the new TOB trust financings that were entered into during the three months ended March 31, 2023:

        TOB Trusts Securitization

        Initial TOB
Trust Financing

        Stated Maturity

        Interest Rate Type

        Tax-Exempt Interest on Senior Securities

        Facility Fees

Residency at Empire MRB

14,400,000

January 2026

Variable

Yes

1.42%

Windsor Shores MRB

17,236,000

January 2026

Variable

Yes

1.44%

SoLa Impact Opportunity Zone Fund

27,300,000

December 2024

Variable

No

1.78%

The Ivy Apartments MRB

24,400,000

February 2026

Variable

Yes

1.44%

Total TOB Trust Financings

83,336,000

Redemptions:

The following is a summary of the debt trust financing repaid in connection with the redemption of the underlying asset during the three months ended March 31, 2023:


Debt Financing	Debt Facility	Month	Paydown Applied
Greens of Pine Glen	M31 TEBS	February 2023	$	7,579,000

Future Maturities

The Partnership’s contractual maturities of borrowings as of March 31, 2024 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:


Remainder of 2024	$	143,344,871
2025		312,950,784
2026		159,748,526
2027		103,965,220
2028		4,518,577
Thereafter		257,084,127
Total		981,612,105
Unamortized deferred financing costs and debt premium		(3,137,017	)
Total debt financing, net	$	978,475,088

14. Mortgages Payable

The following is a summary of the Partnership's mortgage payable, net of deferred financing costs, as of March 31, 2024 and December 31, 2023:


Property Mortgage Payables	Outstanding Mortgage Payable as of March 31, 2024, net		Outstanding Mortgage Payable as of December 31, 2023, net		Year Acquired	Stated Maturity	Variable / Fixed	Period End Rate
Vantage at San Marcos--Mortgage (1)	$	1,690,000	$	1,690,000	2020	November 2024	Variable		9.25	%

(1)

The mortgage payable relates to a consolidated VIE for future development of a market-rate multifamily property (Note 3).

15. Derivative Instruments

The Partnership’s derivative instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations, with gains reported as a reduction to expenses. The following tables are a summary of the unrealized and realized gains and losses of the Partnership's derivative instruments for the three months ended March 31, 2024 and 2023:


	For the Three Months ended March 31, 2024
	Realized (gains) losses on derivatives, net			Unrealized (gains) losses on derivatives, net			Net result from derivative transactions
Interest rate swaps	$	(1,663,449	)	$	(4,604,445	)	$	(6,267,894	)
Interest rate cap		-			230			230
Total	$	(1,663,449	)	$	(4,604,215	)	$	(6,267,664	)


	For the Three Months ended March 31, 2023
	Realized (gains) losses on derivatives, net			Unrealized (gains) losses on derivatives, net		Net result from derivative transactions
Interest rate swaps	$	(829,480	)	$	3,430,002	$	2,600,522
Interest rate cap					5,965		5,965
Total return swaps		(1,323,351	)		-		(1,323,351	)
Total	$	(2,152,831	)	$	3,435,967	$	1,283,136

The value of the Partnership’ interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s respective ISDA master agreements (Note 13). See Note 20 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative instruments are presented within “Other assets” and “Accounts payable, accrued expenses and other liabilities” in the Partnership's condensed consolidated balance sheets.

The Partnership has entered into multiple interest rate swap agreements with large financial institutions to mitigate interest rate risk associated with variable rate TOB trust financings (Note 13). No fees were paid to the counterparties upon closing of the interest rate swaps. The Partnership has entered into an interest rate cap agreement to mitigate our exposure to interest rate risk associated with a variable-rate debt financing facility.

The following tables summarize the Partnership’s derivative instruments as of March 31, 2024 and December 31, 2023:


			Fair Value as of March 31, 2024
Contract Type	Notional Amount		Asset		Liability			Weighted Average Remaining Maturity (Years)
Swaps
SOFR		313,264,293	$	9,263,567	$	(224,845	)		3.04
Cap
4.5% SIFMA Rate Cap		72,988,749		35		-			0.42
		386,253,042	$	9,263,602	$	(224,845	)


			Fair Value as of December 31, 2023
Contract Type	Notional Amount		Asset		Liability			Weighted Average Remaining Maturity (Years)
Swaps
SOFR		333,250,226	$	5,254,398	$	(705,694	)		3.48
Cap
4.5% SIFMA Rate Cap		73,393,729		265		-			0.67
		406,643,955	$	5,254,663	$	(705,694	)

The following table summarizes the average notional amount and weighted average fixed rate by year for our interest rate swaps as of March 31, 2024:


Year	Average Notional		Weighted Average Fixed Rate Paid
Remainder of 2024	$	354,680,757		3.45	%
2025		297,636,631		3.31	%
2026		247,498,799		3.27	%
2027		162,100,466		3.31	%
2028		125,802,132		3.38	%
2029		103,872,299		3.38	%
2030		8,997,800		3.40	%

16. Commitments and Contingencies

Legal Proceedings

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

Bond Purchase Commitments

The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded as gains or losses on the Partnership's condensed consolidated statements of comprehensive income (loss). The following table summarizes the Partnership’s bond purchase commitments as of March 31, 2024 and December 31, 2023:

        Bond Purchase Commitments

        Commitment Date

        Maximum
Committed
Amounts
Remaining

        Interest
Rate

        Estimated Closing
Date

        Fair Value as of 
March 31, 2024

        Fair Value as of 
December 31, 2023

Anaheim & Walnut

September 2021

3,900,000

4.85

Q3 2024

134,829

197,788

Investment Commitments

The Partnership has remaining contractual commitments to provide additional funding of certain MRBs, taxable MRBs, GILs, taxable GILs, and property loans while the secured properties are under construction or rehabilitation. See Note 10 for additional information on the allowance for credit losses on such commitments. The Partnership also has outstanding contractual commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership’s total and remaining commitments as of March 31, 2024:


Property Name	Commitment Date	Maturity Date	Interest Rate (1)	Total Initial Commitment		Remaining Commitment as of March 31, 2024
Mortgage Revenue Bonds
Meadow Valley	December 2021	December 2029	6.25%	$	44,000,000	$	19,070,000
Residency at the Entrepreneur- Series J-3	April 2022	March 2040	6.00%		26,080,000		9,980,000
Residency at the Entrepreneur- Series J-4	April 2022	March 2040	SOFR + 3.60% (2)		16,420,000		16,420,000
Residency at the Entrepreneur- Series J-5	February 2023	April 2025 (3)	SOFR + 3.60%		5,000,000		4,000,000
Residency at Empire - Series BB-3	December 2022	December 2040	6.45% (4)		14,000,000		4,445,000
Residency at Empire - Series BB-4	December 2022	December 2040	6.45% (5)		47,000,000		47,000,000
The Safford	October 2023	October 2026 (3)	7.59%		43,000,000		33,117,168
Subtotal					195,500,000		134,032,168

Taxable Mortgage Revenue Bonds
Residency at the Entrepreneur Series J-T	April 2022	April 2025 (3)	SOFR + 3.65%	$	8,000,000	$	7,000,000
Residency at Empire - Series BB-T	December 2022	December 2025 (3)	7.45%		9,404,500		8,404,500
Village at Hanford Square - Series H-T	May 2023	May 2030	7.25%		10,400,000		9,400,000
40rty on Colony - Series P-T	June 2023	June 2030	7.45%		5,950,000		4,950,000
Subtotal					33,754,500		29,754,500

Governmental Issuer Loans
Poppy Grove I	September 2022	April 2025 (3)	6.78%		35,688,328		13,842,328
Poppy Grove II	September 2022	April 2025 (3)	6.78%		22,250,000		10,708,700
Poppy Grove III	September 2022	April 2025 (3)	6.78%		39,119,507		20,569,507
Subtotal					97,057,835		45,120,535

Taxable Governmental Issuer Loans
Poppy Grove I	September 2022	April 2025 (3)	6.78%	$	21,157,672	$	20,157,672
Poppy Grove II	September 2022	April 2025 (3)	6.78%		10,941,300		9,941,300
Poppy Grove III	September 2022	April 2025 (3)	6.78%		24,480,493		23,480,493
Subtotal					56,579,465		53,579,465

Property Loans
Sandy Creek Apartments	August 2023	September 2026 (3)	8.63% (6)	$	7,830,000	$	3,113,040
Subtotal					7,830,000		3,113,040

Equity Investments
Vantage at San Marcos (7), (8)	November 2020	N/A	N/A	$	9,914,529	$	8,943,914
Vantage at Loveland (9)	April 2021	N/A	N/A		18,215,000		657,427
Freestone Greeley (8)	October 2022	N/A	N/A		16,035,710		10,806,346
The Jessam at Hays Farm	July 2023	N/A	N/A		16,532,636		5,880,256
Freestone Greenville	December 2023	N/A	N/A		19,934,456		14,597,244
Freestone Ladera (8)	December 2023	N/A	N/A		17,097,624		13,449,494
Subtotal					97,729,955		54,334,681

Bond Purchase Commitments
Anaheim & Walnut	September 2021	Q3 2024 (10)	4.85%	$	3,900,000	$	3,900,000
Subtotal					3,900,000		3,900,000

Total Commitments				$	492,351,755	$	323,834,389

(1)

The variable index interest rate components are subject to a floor of 0.27%.

(2)

Upon stabilization, the MRB will convert to a fixed rate of 8.0% and become subordinate to the other senior MRBs.

(3)

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

(4)

Beginning December 2029, the interest rate will change to the greater of (i) 3.25% over the then 10-Year SOFR Swap rate, or (ii) 6.00%.

(5)

Upon stabilization, the MRB will convert to a fixed rate of 10.0% and become subordinate to the other senior MRBs of the borrower.

(6)

The interest rate will convert to a variable rate of Term SOFR + 3.35% on February 1, 2025.

(7)

The property became a consolidated VIE effective during the fourth quarter of 2021 (Note 3).

(8)

A development site has been identified for this property but construction had not commenced as of March 31, 2024.

(9)

In July 2023, the Partnership's initial commitment of $16.3 million was increased by $1.9 million upon meeting certain conditions as outlined in the original agreement.

(10)

This is the estimated closing date of the associated bond purchase commitment.

Other Guaranties and Commitments

The Partnership has entered into guaranty agreements with unaffiliated entities under which the Partnership has guaranteed certain obligations of the general partners of certain limited partnerships upon the occurrence of a “repurchase event.” Potential repurchase events include LIHTC tax credit recapture and foreclosure. The Partnership’s maximum exposure is limited to 75% of the equity contributed by the limited partner to each limited partnership. No amount has been accrued for these guaranties because the Partnership believes the likelihood of repurchase events is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of March 31, 2024:


Limited Partnership(s)	End of Guaranty Period	Partnership's Maximum Exposure as of March 31, 2024
Ohio Properties	2026	$	1,960,152
Greens of Pine Glen, LP	2027		1,470,582

In December 2022, the Partnership sold 100% of its ownership interest in The 50/50 MF Property to an unrelated non-profit organization. The buyer assumed two mortgages payable associated with the property and the Partnership agreed to provide certain recourse support for the assumed mortgages. The TIF Loan support is in the form of a payment guaranty. The Mortgage support is in the form of a forward loan purchase agreement upon maturity of the Mortgage. The reported value of the credit guaranties was approximately $338,000 and $343,000 as of March 31, 2024 and December 31, 2023, respectively, and are included within other liabilities in the Partnership's condensed consolidated financial statements. No additional contingent liability has been accrued because the likelihood of claims is remote. The following table summarizes the Partnership’s maximum exposure under these credit guaranties as of March 31, 2024:


Borrower	End of Guaranty Period	Partnership's Maximum Exposure as of March 31, 2024
The 50/50 MF Property--TIF Loan	2025	$	1,337,268
The 50/50 MF Property--Mortgage	2027		21,701,660

17. Redeemable Preferred Units

The Partnership has designated three series of non-cumulative, non-voting, non-convertible Preferred Units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder. If declared by the General Partner, distributions to the holders of Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units, are paid quarterly at annual fixed rates of 3.0%, 3.0% and 5.75%, respectively.

The following table summarizes the Partnership’s outstanding Preferred Units as of March 31, 2024 and December 31, 2023:


	March 31, 2024
Month Issued	Units		Purchase Price		Distribution Rate			Redemption Price per Unit		Earliest Redemption Date
Series A Preferred Units
March 2017		1,000,000	$	10,000,000		3.00	%		10.00	March 2024 (1)
Total Series A Preferred Units		1,000,000		10,000,000

Series A-1 Preferred Units
April 2022		2,000,000	$	20,000,000		3.00	%	$	10.00	April 2028
October 2022		1,000,000		10,000,000		3.00	%		10.00	October 2028
February 2023		1,500,000		15,000,000		3.00	%		10.00	February 2029
June 2023		1,000,000		10,000,000		3.00	%		10.00	June 2029
Total Series A-1 Preferred Units		5,500,000		55,000,000

Series B Preferred Units
January 2024		1,750,000	$	17,500,000		5.75	%		10.00	January 2030
February 2024		500,000		5,000,000		5.75	%	$	10.00	February 2030
Total Series B Preferred Units		2,250,000		22,500,000

Redeemable Preferred Units outstanding as of March 31, 2024		8,750,000	$	87,500,000

(1)

In April 2024, the Partnership redeemed $10.0 million of Series A Preferred Units. See Note 25 for additional information.


	December 31, 2023
Month Issued	Units		Purchase Price		Distribution Rate			Redemption Price per Unit
Series A Preferred Units
March 2016		1,000,000	$	10,000,000		3.00	%	$	10.00
March 2017		1,000,000		10,000,000		3.00	%		10.00
October 2017		750,000		7,500,000		3.00	%		10.00
Total Series A Preferred Units		2,750,000		27,500,000

Series A-1 Preferred Units
April 2022		2,000,000	$	20,000,000		3.00	%	$	10.00
October 2022		1,000,000		10,000,000		3.00	%		10.00
February 2023		1,500,000		15,000,000		3.00	%		10.00
June 2023		1,000,000		10,000,000		3.00	%		10.00
Total Series A-1 Preferred Units		5,500,000		55,000,000