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 June 30, 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 June 30, 2024, the registrant had 23,290,442 Beneficial Unit Certificates representing assignments of limited partnership interests outstanding.

INDEX

PART I – FINANCIAL INFORMATION


Item 1	Financial Statements (Unaudited)	7
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Operations	8
	Condensed Consolidated Statements of Comprehensive Income (Loss)	9
	Condensed Consolidated Statements of Partners’ Capital	10
	Condensed Consolidated Statements of Cash Flows	12
	Notes to Condensed Consolidated Financial Statements	13
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	58
Item 3	Quantitative and Qualitative Disclosures About Market Risk	93
Item 4	Controls and Procedures	96

PART II – OTHER INFORMATION
Item 1A	Risk Factors	97
Item 6	Exhibits	97
SIGNATURES		98

Defined Terms

The following acronyms and defined terms are used in various sections of this Quarterly Report on Form 10-Q, including the Notes to Consolidated Financial Statements in Item 1 and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this report. 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 VIEs.

Acquisition LOC - The amended and restated credit agreement for a secured non-operating line of credit between the Partnership and Bankers Trust Company.

Agent(s) - JonesTrading Institutional Services LLC and BTIG, LLC as named agents under the Sales Agreement.

AMI - Area median income, as calculated by the United States Department of Housing and Urban Development.

ASU - Accounting standards update issued by the Financial Accounting Standards Board.

BankUnited - BankUnited, N.A.

BUC(s) - Beneficial Unit Certificate(s) representing assigned limited partnership interests of the Partnership.

BUCs Distributions - The Second Quarter 2023 BUCs Distribution, the Third Quarter 2023 BUCs Distribution, the Fourth Quarter 2023 BUCs Distribution and the First Quarter 2024 BUCs Distribution, collectively.

BUC Holder(s) - A beneficial owner of BUCs.

CAD - Cash Available for Distribution, a non-GAAP measure reported by the Partnership.

C-PACE - Commercial Property Assessed Clean Energy.

CRA - Community Reinvestment Act of 1977.

DEI - Diversity, equity, and inclusion.

FASB - The Financial Accounting Standards Board.

First Quarter 2024 BUCs Distribution - A distribution completed on April 30, 2024 in the form of additional BUCs at a ratio of 0.00417 BUCs for each BUC outstanding as of March 28, 2024.

Fourth Quarter 2023 BUCs Distribution - A distribution completed on January 31, 2024 in the form of additional BUCs at a ratio of 0.00415 BUCs for each BUC outstanding as of December 29, 2023.

Freddie Mac - The Federal Home Loan Mortgage Corporation.

GAAP - Accounting principles generally accepted in the United States of America.

General LOC - A general secured line of credit with three financial institutions and the sole lead arranger and administrative agent, BankUnited.

General Partner - America First Capital Associates Limited Partnership Two.

GIL(s) - Governmental issuer loan(s).

Greens Hold Co – Greens of Pine Glen - AmFirst LP Holding Corporation., a wholly owned corporation of the Partnership.

Greystone - Greystone & Co. II LLC, collectively with its affiliates.

Greystone Manager – Greystone AF Manager LLC, which is the general partner of the General Partner.

Greystone Select - Greystone Select Incorporated, an affiliate of the Partnership.

Initial Limited Partner - Greystone ILP, Inc.

IRC - Internal Revenue Code.

JV Equity Investment(s) - A noncontrolling equity investment in an unconsolidated entity owned by the Partnership.

Leverage Ratio - An overall 80% maximum leverage level, as established by the Board of Managers of Greystone Manager.

LIHTC(s) - Low Income Housing Tax Credit(s).

LOC(s) - Line(s) of credit.

MF Property – A multifamily, student, or senior citizen residential property owned by the Partnership.

Mizuho - Mizuho Capital Markets LLC.

MRB(s) - Mortgage revenue bond(s).

Partnership - Greystone Housing Impact Investors LP, its consolidated subsidiaries and consolidated variable interest entities.

Partnership Agreement - Greystone Housing Impact Investors LP Second Amended and Restated Agreement of Limited Partnership dated as of December 5, 2022, as further amended.

Plan - The Amended and Restated Greystone Housing Impact Investors LP 2015 Equity Incentive Plan.

Preferred Unit(s) - Collectively, the 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.

QAP - Qualified allocation plan.

RUA – Restricted unit award issued under the Plan.

SEC - Securities and Exchange Commission.

Sales Agreement - The Amended and Restated Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as agents.

Second Quarter 2023 BUCs Distribution - A distribution completed on July 31, 2023 in the form of additional BUCs at a ratio of 0.00448 BUCs for each BUC outstanding as of June 30, 2023.

Secured Credit Agreement - The secured credit agreement with three financial institutions and the sole lead arranger and administrative agent, BankUnited, in connection with the General LOC.

Secured Notes - Secured notes issued by ATAX TEBS Holdings, LLC to Mizuho Capital Markets LLC.

Shelf Registration Statement - The Partnership’s Registration Statement on Form S-3 declared effective by the SEC in December 2022.

TEBS - Tax Exempt Bond Securitization financing with Freddie Mac.

TEBS Residual Financing – A securitization transaction to finance the Partnership’s residual interests in the M31, M33 and M45 TEBS financings.

TOB - Tender Option Bond.

Term SOFR – The one-month forward looking term Secured Overnight Financing Rate as published by CME Group Benchmark Administration Limited.

Third Quarter 2023 BUCs Distribution - A distribution completed on October 31, 2023 in the form of additional BUCs at a ratio of 0.00418 BUCs for each BUC outstanding as of September 29, 2023.

Unitholder(s) - Holder(s) of BUCs and/or Preferred Units.

VIE(s) - Variable interest entity.

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 MRBs and 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 LIHTCs in accordance with Section 42 of the 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 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)


	June 30, 2024			December 31, 2023
Assets:
Cash and cash equivalents	$	34,036,426		$	37,918,237
Restricted cash		16,860,718			9,815,909
Interest receivable, net		7,193,344			8,265,901
Mortgage revenue bonds held in trust, at fair value (Note 4)		990,067,074			883,030,786
Mortgage revenue bonds, at fair value (Note 4)		11,984,951			47,644,509
Governmental issuer loans
Governmental issuer loans held in trust (Note 5)		214,557,300			222,947,300
Allowance for credit losses (Note 10)		(1,111,000	)		(1,294,000	)
Governmental issuer loans, net		213,446,300			221,653,300
Property loans
Property loans (Note 6)		63,306,149			122,556,204
Allowance for credit losses (Note 10)		(1,948,000	)		(2,048,000	)
Property loans, net		61,358,149			120,508,204
Investments in unconsolidated entities (Note 7)		157,940,664			136,653,246
Real estate assets, net (Note 8)		4,716,140			4,716,140
Other assets (Note 9)		31,037,954			43,194,470
Total Assets (1)	$	1,528,641,720		$	1,513,400,702

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 11)	$	21,215,235		$	22,958,088
Distribution payable		8,704,438			8,584,292
Secured lines of credit (Note 12)		41,250,000			33,400,000
Debt financing, net (Note 13)		1,052,526,098			1,015,030,066
Mortgages payable, net (Note 14)		1,690,000			1,690,000
Total Liabilities (1)		1,125,385,771			1,081,662,446

Commitments and Contingencies (Note 16)

Redeemable Preferred Units, $77.5 million redemption value, 7.8 million issued and outstanding, net (Note 17)		77,395,065			82,431,548

Partnersʼ Capital:
General Partner (Note 1)		294,615			543,977
Beneficial Unit Certificates (Note 1)		325,566,269			348,762,731
Total Partnersʼ Capital		325,860,884			349,306,708
Total Liabilities and Partnersʼ Capital	$	1,528,641,720		$	1,513,400,702

(1)

The consolidated balance sheets include assets of consolidated VIEs that can only be used to settle obligations of these VIEs that totaled $1,281,485,410 and $1,247,819,817 as of June 30, 2024 and December 31, 2023, respectively. The consolidated balance sheets include liabilities of the consolidated VIEs for which creditors do not have recourse to the general credit of the Partnership that totaled $372,228,109 and $374,992,803 as of June 30, 2024 and December 31, 2023, respectively. See Note 3 - Variable Interest Entities for further detail.

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 June 30,							For the Six Months Ended June 30,
	2024			2023				2024				2023
Revenues:
Investment income	$	19,827,388		$	22,415,771			$	39,099,733			$	41,718,456
Other interest income		2,070,487			4,646,347				5,074,325				9,056,012
Property revenues		-			1,108,356				-				2,333,976
Other income		71,296			133,467				165,767				133,467
Total revenues		21,969,171			28,303,941				44,339,825				53,241,911
Expenses:
Real estate operating (exclusive of items shown below)		-			614,692				-				1,216,945
Provision for credit losses (Note 10)		19,692			(774,000	)			(786,308	)			(1,319,000	)
Depreciation and amortization		5,966			405,408				11,933				810,389
Interest expense		14,898,265			17,602,230				28,702,200				34,290,592
Net result from derivative transactions (Note 15)		(1,884,934	)		(8,613,747	)			(8,152,598	)			(7,330,611	)
General and administrative		4,821,427			5,109,419				9,751,815				10,182,006
Total expenses		17,860,416			14,344,002				29,527,042				37,850,321
Other Income:
Gain on sale of real estate assets		63,739			-				63,739				-
Gain on sale of mortgage revenue bond		1,012,581			-				1,012,581				-
Gain on sale of investments in unconsolidated entities		6,986			7,326,084				56,986				22,693,013
Earnings (losses) from investments in unconsolidated entities		(14,711	)		-				(121,556	)			-
Income before income taxes		5,177,350			21,286,023				15,824,533				38,084,603
Income tax expense (benefit)		(786	)		(1,149	)			(1,984	)			6,209
Net income		5,178,136			21,287,172				15,826,517				38,078,394
Redeemable Preferred Unit distributions and accretion		(741,477	)		(799,182	)			(1,508,718	)			(1,545,832	)
Net income available to Partners	$	4,436,659		$	20,487,990			$	14,317,799			$	36,532,562

Net income available to Partners allocated to:
General Partner	$	44,297		$	1,010,088			$	142,608			$	3,489,146
Limited Partners - BUCs		4,323,465			19,323,960				14,048,562				32,814,794
Limited Partners - Restricted units		68,897			153,942				126,629				228,622
	$	4,436,659		$	20,487,990			$	14,317,799			$	36,532,562
BUC holders' interest in net income per BUC, basic and diluted	$	0.19		$	0.84		**	$	0.61		*	$	1.43		**
Weighted average number of BUCs outstanding, basic		23,083,387			22,924,031		**		23,042,071		*		22,924,056		**
Weighted average number of BUCs outstanding, diluted		23,083,387			22,924,031		**		23,042,071		*		22,924,056		**

* 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.

** 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 June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Net income	$	5,178,136		$	21,287,172		$	15,826,517		$	38,078,394
Reclassification of gain on sale of mortgage revenue bond to net income		(1,012,581	)		-			(1,012,581	)		-
Unrealized gains (losses) on securities		(9,595,397	)		(11,499,570	)		(21,604,134	)		8,897,972
Unrealized gains (losses) on bond purchase commitments		(88,591	)		(73,376	)		(151,550	)		39,171
Comprehensive income (loss)	$	(5,518,433	)	$	9,714,226		$	(6,941,748	)	$	47,015,537

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 losses on securities		(120,087	)		-				(11,888,650	)		(12,008,737	)		(12,008,737	)
Unrealized losses 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
Distributions paid or accrued ($0.37 per BUC):
Regular distribution		(86,974	)		-				(8,610,477	)		(8,697,451	)		-
Distribution of Tier 3 income (Note 22)		-			-				(6,986	)		(6,986	)		-
Cash paid in lieu of fractional BUCs		-			-				(1,696	)		(1,696	)		-
Net income allocable to Partners		44,297			-				4,392,362			4,436,659			-
Sale of BUCs, net of issuance costs		-			28,037				438,685			438,685			-
Rounding of BUCs related to BUCs Distributions		-			(104	)			-			-			-
Restricted unit compensation expense		5,586			-				552,975			558,561			-
Unrealized losses on securities		(95,954	)		-				(9,499,443	)		(9,595,397	)		(9,595,397	)
Unrealized losses on bond purchase commitments		(885	)		-				(87,706	)		(88,591	)		(88,591	)
Reclassification of gain on sale of mortgage revenue bond to net income		(10,126	)		-				(1,002,455	)		(1,012,581	)		(1,012,581	)
Balance as of June 30, 2024	$	294,615		$	23,290,442			$	325,566,269		$	325,860,884		$	36,836,634

* 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
Distributions paid or accrued ($0.364 per BUC):**
Regular distribution		(20,022	)		-			(1,982,187	)		(2,002,209	)		-
Distribution of Tier 2 income (Note 22)		(878,407	)		-			(2,635,222	)		(3,513,629	)		-
Distribution of Tier 3 income (Note 22)		-			-			(3,806,269	)		(3,806,269	)		-
Net income allocable to Partners		1,010,088			-			19,477,902			20,487,990			-
Sale of BUCs, net of issuance costs		-			-			-			-			-
Repurchase of BUCs		-			-			-			-			-
Restricted units awarded		-			2,155			-			-			-
Rounding of BUCs related to BUCs Distributions		-			-			-			-			-
Restricted unit compensation expense		5,871			-			581,306			587,177			-
Unrealized losses on securities		(114,995	)		-			(11,384,575	)		(11,499,570	)		(11,499,570	)
Unrealized losses on bond purchase commitments		(733	)		-			(72,643	)		(73,376	)		(73,376	)
Balance as of June 30, 2023	$	488,564			23,115,608		$	343,763,601		$	344,252,165		$	52,685,382

** 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 Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:
Net income	$	15,826,517		$	38,078,394
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		11,933			810,389
Amortization of deferred financing costs		827,351			1,398,749
Gain on sale of investments in unconsolidated entities		(56,986	)		(22,693,013	)
(Earnings) losses from investments in unconsolidated entities		121,556			-
Gain on sale of real estate assets		(63,739	)		-
Gain on sale of mortgage revenue bond		(1,012,581	)		-
Provision for credit losses		(786,308	)		(1,319,000	)
Recovery of prior credit loss		(34,500	)		(34,312	)
Gains on derivative instruments, net of cash paid		(4,712,203	)		(2,568,882	)
Restricted unit compensation expense		890,882			937,136
Bond premium, discount and acquisition fee amortization		(84,396	)		(108,918	)
Debt premium amortization		(20,243	)		(20,286	)
Deferred income tax expense (benefit) & income tax payable/receivable		(1,986	)		6,209
Change in preferred return receivable from unconsolidated entities, net		(2,779,191	)		(2,375,014	)
Changes in operating assets and liabilities
Decrease in interest receivable		1,072,557			398,447
Decrease in other assets		547,582			808,666
Decrease in accounts payable, accrued expenses and other liabilities		(1,314,943	)		(293,182	)
Net cash provided by operating activities		8,431,302			13,025,383
Cash flows from investing activities:
Advances on mortgage revenue bonds		(104,672,860	)		(111,787,688	)
Advances on taxable mortgage revenue bonds		(6,077,000	)		(6,319,875	)
Advances on governmental issuer loans		(15,000,000	)		(37,779,468	)
Advances on taxable governmental issuer loans		-			(5,573,000	)
Advances on property loans		(13,526,733	)		(17,839,242	)
Contributions to unconsolidated entities		(18,629,783	)		(8,449,792	)
Capital expenditures		-			(460,303	)
Proceeds from sale of land held for development		-			441,714
Proceeds from sale of the Suites on Paseo MF Property		63,739			-
Proceeds from sale of a mortgage revenue bond		8,221,234			-
Proceeds from sale of investments in unconsolidated entities		56,986			44,010,188
Principal payments received on mortgage revenue bonds		3,863,744			14,821,610
Principal payments received on governmental issuer loans		23,390,000			34,000,000
Principal payments received on taxable mortgage revenue bonds		11,506,189			-
Principal payments received on taxable governmental issuer loans		10,573,000			5,658
Principal payments received on property loans		72,776,788			48,305,691
Net cash used in investing activities		(27,454,696	)		(46,624,507	)
Cash flows from financing activities:
Distributions paid		(18,640,914	)		(23,186,928	)
Proceeds from the sale of BUCs		1,532,484			-
Payment of offering costs related to the sale of BUCs		(30,662	)		-
Proceeds from debt financing		138,610,000			194,772,000
Principal payments on debt financing		(101,151,225	)		(99,847,240	)
Principal borrowing on secured lines of credit		84,250,000			89,600,000
Principal payments on secured lines of credit		(76,400,000	)		(132,600,000	)
Decrease in security deposit liability related to restricted cash		-			(28,050	)
Proceeds upon issuance of Redeemable Preferred Units		5,000,000			18,000,000
Payment upon redemption of Redeemable Preferred Units		(10,000,000	)		-
Debt financing and other deferred costs paid		(983,291	)		(737,004	)
Net cash provided by financing activities		22,186,392			45,972,778
Net increase in cash, cash equivalents and restricted cash		3,162,998			12,373,654
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	$	50,897,144		$	105,010,910

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	24,668,956		$	27,027,005
Supplemental disclosure of noncash investing and financing activities:
Distributions declared but not paid for BUCs and General Partner	$	8,704,438		$	9,322,108
Distributions declared but not paid for Preferred Units		735,938			792,083
Exchange of Redeemable Preferred Units		17,500,000			7,000,000
Deferred financing costs financed through accounts payable		89,670			255,217
Non-cash contribution to unconsolidated entity		-			997,062
Capital expenditures financed through accounts payable		-			1,026

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:


	June 30, 2024		June 30, 2023
Cash and cash equivalents	$	34,036,426	$	59,246,152
Restricted cash		16,860,718		45,764,758
Total cash, cash equivalents and restricted cash	$	50,897,144	$	105,010,910

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 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 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 MF Properties until the “highest and best use” can be determined by management.

The Partnership has issued BUCs representing assigned limited partnership interests to investors. 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 outstanding Preferred Units are redeemable in the future at the option of either the holders or the Partnership (Note 17).

On December 5, 2022, America First Capital Associates Limited Partnership Two, in its capacity as the General Partner of the Partnership, and Greystone ILP, Inc., in its capacity as the initial limited partner of the Partnership, entered into 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.

The General Partner is the sole general partner of the Partnership. Greystone Manager, the general partner of the General Partner, is an affiliate of 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 TEBS Financing with 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 to 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;

•

Greens Hold Co, a wholly owned corporation, 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.

Use of Estimates and Assumptions in Preparation of Consolidated Financial Statements

The preparation of financial statements in conformity with 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 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 June 30, 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.

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 six months ended June 30, 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 and six months ended June 30, 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 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

See section under the heading “Variable Interest Entities” within Note 2 of the consolidated financial statements in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023 for the Partnership’s policies regarding accounting for Variable Interest Entities.

Non-Consolidated Variable Interest Entities

The Partnership acquires investments in the form of MRBs, taxable MRBs, GILs, taxable GILs, and property loans to finance the construction and/or operation of affordable multifamily properties that are obligations of the property-owning entity, which is considered the borrower entity. The Partnership’s individual investment assets are considered debt obligations of each individual borrower entity, and the investment assets are secured by a mortgage on real and personal property of the respective borrower entity. The Partnership’s associated investment asset(s) is considered a variable interest in the borrower entity as the Partnership will absorb losses of the VIEs if the borrower entities are unable to repay the outstanding principal of the respective MRBs, taxable MRBs, GILs, taxable GILs, and property loans. The Partnership evaluates whether each borrower entity is a VIE under the accounting guidance, and if so, the Partnership performs an evaluation to determine if the Partnership is the primary beneficiary of the VIE. When evaluating whether the Partnership is the primary beneficiary of a VIE, the Partnership identifies the rights that grant the power to direct the activities that most significantly impact the VIE’s economic performance, which are those rights to manage regular property operations of the VIE, to sell the assets of the VIE, or to refinance the debt of the VIE. Generally, all such rights are held by the equity investors in the VIE and not the Partnership. 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 reports its investments in the MRBs, taxable MRBs, GILs, taxable GILs, and property loans on the Partnership’s consolidated balance sheet and the related interest income on the Partnership’s consolidated statement of operations.

The Partnership also makes equity investments in entities formed for the construction, operation and sale of market-rate multifamily or seniors housing properties (Note 7). The Partnership’s equity investments in these VIEs are considered variable interests as the Partnership, and the respective managing members, are entitled to returns and absorb losses from the underlying properties according to the entities’ respective operating agreements. The Partnership has determined that the underlying investee entities are VIEs for financial reporting purposes and the Partnership performs an evaluation to determine if the Partnership is the primary beneficiary of the VIE. The Partnership and the respective managing members have various rights within the respective operating agreement for each VIE. When evaluating whether the Partnership is the primary beneficiary of a VIE, it identifies the rights that grant the power to direct the activities that most significantly impact the VIE’s performance, which are those rights to manage regular property operations of the VIE, to sell the assets of the VIE, or to refinance the debt of the VIE. Generally, all such rights are held by the managing members of the VIE. In addition, the Partnership does not have kick-out rights or substantive participating rights. 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, with one exception as disclosed in the “Consolidated Variable Interest Entities” section below. The Partnership reports its equity investments in the VIEs as “Investments in unconsolidated entities” on the Partnership’s consolidated balance sheet and the related preferred return, earnings (losses) from investments in unconsolidated entities, and gains on sale on the Partnership’s consolidated statement of operations.

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


	June 30, 2024				December 31, 2023
	Carrying Value		Maximum Exposure to Loss		Carrying Value		Maximum Exposure to Loss
Mortgage revenue bonds held in trust	$	157,707,267	$	153,571,233	$	101,785,909	$	95,186,213
Mortgage revenue bonds		-		-		3,450,188		3,150,000
Taxable mortgage revenue bonds (reported within other assets)		2,982,399		3,011,729		13,488,560		13,520,631
Governmental issuer loans held in trust		194,157,300		194,157,300		202,547,300		202,547,300
Taxable governmental issuer loans (reported within other assets)		3,000,000		3,000,000		13,573,000		13,573,000
Property loans		40,332,992		40,332,992		107,511,750		107,511,750
Investments in unconsolidated entities		157,940,664		157,940,664		136,653,246		136,653,246
	$	556,120,622	$	552,013,918	$	579,009,953	$	572,142,140

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the MRBs and taxable MRBs as of June 30, 2024 and December 31, 2023 is equal to the Partnership’s cost basis adjusted for paydowns. The difference between the carrying values in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is due to the unrealized gains or losses. The Partnership has future MRB and taxable MRB funding commitments related to non-consolidated VIEs totaling $81.8 million and $15.4 million, respectively, as of June 30, 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 June 30, 2024 and December 31, 2023 is equal to the Partnership’s carrying value. The Partnership has future GIL, taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $36.1 million, $53.6 million, $1.0 million, and $36.7 million, respectively, as of June 30, 2024 (Note 16).

Consolidated Variable Interest Entities

The Partnership obtains leverage on its investment assets to enhance returns and lower its net capital investment. The Partnership’s leverage programs generally consist of selling MRBs, taxable MRBs, GILs, taxable GILs, and property loans into debt financing entities in the form of TOBs, a term TOB, TEBS financings, and the TEBS Residual Financing. These debt financing entities issue senior securities and residual beneficial interests that share in the cash flows from the securitized investment assets. The senior securities are sold to third-party investors for cash and the Partnership retains the residual beneficial interests. The Partnership determined that its residual beneficial interest in a debt financing entity absorbs potential losses of the entity as the interests are in a first-loss position and subordinate to the senior securities in the distribution of cash flows of the debt financing entity. The Partnership has determined that each debt financing entity is a VIE for financial reporting purposes and the Partnership performs an evaluation to determine if the Partnership is the primary beneficiary of the VIE. 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 and the obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE. The Partnership determined that the right to direct the VIE to sell the underlying assets most significantly impacts the economic performance of the VIE, and such right is held by the Partnership through its ownership of the residual beneficial interest. The Partnership has the obligation to absorb losses

that could potentially be significant to the VIE given its first-loss position noted previously. As the Partnership meets both primary beneficiary criteria, it is considered the primary beneficiary of the VIEs and reports the VIEs on a consolidated basis. The Partnership reports the underlying investment assets of the VIEs in the Partnership’s assets (Notes 4, 5, 6 and 9) and the senior securities of the VIEs are reported as “Debt financing, net” (Note 13) on the Partnership’s consolidated balance sheets. The interest income earned from the underlying investment assets of the VIEs is reported within “Investment income” and “Other interest income” on the Partnership’s consolidated statement of operations. Interest expense and facility fees associated with the debt financing are reported within “Interest expense” on the Partnership’s consolidated statement of operations.

As noted previously, the Partnership also makes equity investments in certain entities formed for the construction, operation and sale of market-rate multifamily or seniors housing properties (Note 7). The investee entities are VIEs for financial reporting purposes and the Partnership is typically not considered the primary beneficiary, making such entities non-consolidated VIEs. Within one of the Partnership’s equity investments, Vantage at San Marcos, the Partnership has additional rights compared to its other equity investments and such rights are considered in the Partnership’s assessment of the primary beneficiary of the VIE. In determining the primary beneficiary of the VIEs, the Partnership considered which party has the power to control the activities of the VIE which most significantly impact its financial performance and the obligation to absorb losses or rights to receive benefits of the entity that could potentially be significant to the VIE. For the Vantage at San Marcos investee, the Partnership can 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. The only assets of the VIE are land and capitalized development costs such that if the Partnership were to require the managing member to purchase its equity investment, all underlying assets of the VIE would likely need to be sold, which would significantly impact the VIE’s economic performance. The Partnership would be exposed to gains or losses of the VIE based on the sales price of the underlying asset in relation to the Partnership’s equity investment. As the Partnership meets both the primary beneficiary criteria for the Vantage at San Marcos investee, it is considered the primary beneficiary of the VIE and reports the VIE on a consolidated basis. The Partnership reports the land and capitalized development costs of the VIE within “Real estate assets, net” and a mortgage loan on the property within “Mortgages payable, net” on the Partnership’s consolidated balance sheets. The VIE has not reported any income or expenses during the years ended December 31, 2023 and 2022. If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the VIE may be deconsolidated.

The following table summarizes the assets and liabilities of the Partnership’s consolidated VIEs as of June 30, 2024 and December 31, 2023:


	June 30, 2024			December 31, 2023
Assets:
Restricted cash	$	30,605		$	12,605
Interest receivable, net		6,710,673			6,920,851
Mortgage revenue bonds held in trust, at fair value		990,067,074			883,030,786
Governmental issuer loans
Governmental issuer loans held in trust		214,557,300			222,947,300
Allowance for credit losses		(1,111,000	)		(1,294,000	)
Governmental issuer loans, net		213,446,300			221,653,300
Property loans
Property loans		48,451,538			108,271,420
Allowance for credit losses		(305,000	)		(675,000	)
Property loans, net		48,146,538			107,596,420
Real estate assets		3,606,658			3,606,658
Other assets		19,477,562			24,999,197
Total Assets	$	1,281,485,410		$	1,247,819,817

Liabilities:
Accounts payable, accrued expenses and other liabilities (1)	$	8,362,553		$	8,656,003
Debt financing (2)		1,055,752,907			1,018,314,376
Mortgages payable (3)		1,690,000			1,690,000
Total Liabilities	$	1,065,805,460		$	1,028,660,379

(1)

Of the amounts reported, $5,191,201 and $5,495,426 are associated with VIEs where the creditor does not have recourse to the general credit of the Partnership as of June 30, 2024 and December 31, 2023, respectively.

(2)

Of the amounts reported, $365,346,908 and $367,807,377 are associated with VIEs where the creditor does not have recourse to the general credit of the Partnership as of June 30, 2024 and December 31, 2023, respectively.

(3)

The entire mortgages payable balance is associated with a VIE where the creditor does not have recourse to the general credit of the Partnership as of June 30, 2024 and December 31, 2023, respectively.

In certain instances, the Partnership has investment assets in the form of MRBs, taxable MRBs, GILs, taxable GILs and property loans that are variable interests in non-consolidated borrower entity VIEs which are also assets of consolidated debt financing entity

VIEs. Accordingly, such investment assets are reported within tables related to both non-consolidated VIEs and consolidated VIEs presented in this Note 3.

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 June 30, 2024 and December 31, 2023:


	June 30, 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	$	19,366,284	$	1,672,241	$	-		$	21,038,525
40rty on Colony - Series P (5)	CA		5,963,133		498,774		-			6,461,907
CCBA Senior Garden Apartments (5)	CA		3,738,947		14,974		-			3,753,921
Courtyard - Series A (3)	CA		9,721,946		463,674		-			10,185,620
Glenview Apartments - Series A (2)	CA		4,280,530		168,744		-			4,449,274
Harmony Court Bakersfield - Series A (3)	CA		3,544,757		139,578		-			3,684,335
Harmony Terrace - Series A (3)	CA		6,563,249		315,187		-			6,878,436
Harden Ranch - Series A (1)	CA		6,306,564		279,216		-			6,585,780
Las Palmas II - Series A (3)	CA		1,607,892		67,293		-			1,675,185
Lutheran Gardens (6), (7)	CA		10,352,000		-		(37,286	)		10,314,714
Montclair Apartments - Series A (2)	CA		2,319,002		106,080		-			2,425,082
Montecito at Williams Ranch Apartments - Series A (5)	CA		7,408,742		506,313		-			7,915,055
Montevista - Series A (5)	CA		6,582,792		671,125		-			7,253,917
Ocotillo Springs - Series A (5), (7)	CA		3,472,440		-		(166,594	)		3,305,846
Ocotillo Springs - Series A-1 (5)	CA		497,756		76,732		-			574,488
Residency at Empire - Series BB-1 (5)	CA		14,114,724		515,319		-			14,630,043
Residency at Empire - Series BB-2 (5)	CA		4,000,000		180,012		-			4,180,012
Residency at Empire - Series BB-3 (5)	CA		14,000,000		485,236		-			14,485,236
Residency at Empire - Series BB-4 (5)	CA		5,500,000		87,202		-			5,587,202
Residency at the Entrepreneur - Series J-1 (5)	CA		9,082,069		-		-			9,082,069
Residency at the Entrepreneur - Series J-2 (5)	CA		7,500,000		-		-			7,500,000
Residency at the Entrepreneur - Series J-3 (5)	CA		26,080,000		353,343		-			26,433,343
Residency at the Entrepreneur - Series J-4 (5)	CA		3,820,000		-		-			3,820,000
Residency at the Entrepreneur - Series J-5 (5)	CA		1,000,000		-		-			1,000,000
Residency at the Mayer - Series A (5)	CA		29,558,156		-		-			29,558,156
Residency at the Mayer - Series M (5)	CA		11,500,000		-		-			11,500,000
San Vicente - Series A (3)	CA		3,315,388		138,754		-			3,454,142
Santa Fe Apartments - Series A (2)	CA		2,809,384		128,512		-			2,937,896
Seasons at Simi Valley - Series A (3)	CA		4,055,003		290,903		-			4,345,906
Seasons Lakewood - Series A (3)	CA		6,991,287		335,743		-			7,327,030
Seasons San Juan Capistrano - Series A (3)	CA		11,771,045		532,184		-			12,303,229
Solano Vista - Series A (5)	CA		2,601,920		228,174		-			2,830,094
Summerhill - Series A (3)	CA		6,104,014		156,751		-			6,260,765
Sycamore Walk - Series A (3), (8)	CA		3,355,897		-		(90,471	)		3,265,426
The Village at Madera - Series A (3)	CA		2,931,789		131,674		-			3,063,463
Tyler Park Townhomes - Series A (1)	CA		5,490,125		48,868		-			5,538,993
Village at Hanford Square - Series H (5)	CA		10,400,000		672,773		-			11,072,773
Vineyard Gardens - Series A (5)	CA		3,857,697		305,160		-			4,162,857
Westside Village Market - Series A (1)	CA		3,587,787		129,900		-			3,717,687
Handsel Morgan Village Apartments (5)	GA		2,150,000		210,988		-			2,360,988
MaryAlice Circle Apartments (5)	GA		5,900,000		631,693		-			6,531,693
Copper Gate Apartments (1)	IN		4,780,000		-		-			4,780,000
Renaissance - Series A (2)	LA		10,347,829		714,728		-			11,062,557
Live 929 Apartments - Series 2022A (5)	MD		58,447,151		3,120,322		-			61,567,473
Woodington Gardens Apartments - Series A-1 (5)	MD		31,150,000		3,329,090		-			34,479,090
Meadow Valley (5), (9)	MI		29,633,720		-		(2,056,854	)		27,576,866
Jackson Manor Apartments (5), (8)	MS		4,803,044		-		(361,176	)		4,441,868
Village Point (6), (8)	NJ		23,000,000		-		(475,083	)		22,524,917
Silver Moon - Series A (2)	NM		7,440,266		623,237		-			8,063,503
Village at Avalon (4)	NM		15,738,023		1,364,391		-			17,102,414
Columbia Gardens (3)	SC		12,252,320		499,675		-			12,751,995
Companion at Thornhill Apartments (3)	SC		10,562,925		350,758		-			10,913,683
The Ivy Apartments (5)	SC		30,563,203		880,309		-			31,443,512
The Palms at Premier Park Apartments (1)	SC		17,733,956		182,998		-			17,916,954
The Park at Sondrio - Series 2022A (5)	SC		38,100,000		1,346,314		-			39,446,314
The Park at Vietti - Series 2022A (5)	SC		26,985,000		1,018,466		-			28,003,466
Village at River's Edge (3)	SC		9,522,422		981,576		-			10,503,998
Willow Run (3)	SC		12,082,152		492,032		-			12,574,184
Windsor Shores Apartments - Series A (5)	SC		21,545,000		771,092		-			22,316,092
Arbors at Hickory Ridge (1)	TN		10,326,690		1,341,180		-			11,667,870
Avistar at Copperfield - Series A (5)	TX		13,297,878		492,717		-			13,790,595
Avistar at the Crest - Series A (1)	TX		8,692,991		576,349		-			9,269,340
Avistar at the Oaks - Series A (1)	TX		7,037,156		401,163		-			7,438,319
Avistar at the Parkway - Series A (2)	TX		12,187,414		398,703		-			12,586,117
Avistar at Wilcrest - Series A (5)	TX		5,039,627		186,730		-			5,226,357
Avistar at Wood Hollow - Series A (5)	TX		38,265,770		1,417,834		-			39,683,604
Avistar in 09 - Series A (1)	TX		6,076,307		362,062		-			6,438,369
Avistar on the Boulevard - Series A (1)	TX		14,809,456		801,134		-			15,610,590
Avistar on the Hills - Series A (1)	TX		4,817,793		274,645		-			5,092,438
Bruton Apartments (3), (8)	TX		17,137,029		-		(25,276	)		17,111,753
Concord at Gulfgate - Series A (3)	TX		18,078,705		1,117,426		-			19,196,131
Concord at Little York - Series A (3)	TX		12,664,988		815,278		-			13,480,266
Concord at Williamcrest - Series A (3)	TX		19,619,423		1,262,953		-			20,882,376
Crossing at 1415 - Series A (3)	TX		7,036,653		284,274		-			7,320,927
Decatur Angle (3), (8)	TX		21,531,128		-		(144,173	)		21,386,955
Esperanza at Palo Alto (3)	TX		18,665,231		1,605,193		-			20,270,424
Heights at 515 - Series A (3)	TX		6,442,177		334,677		-			6,776,854
Heritage Square - Series A (2)	TX		10,113,831		302,992		-			10,416,823
Oaks at Georgetown - Series A (3)	TX		11,728,241		397,942		-			12,126,183
Southpark (5)	TX		11,167,919		1,132,081		-			12,300,000
15 West Apartments (3)	WA		9,328,583		1,106,537		-			10,435,120
Aventine Apartments (5)	WA		9,500,000		1,139,689		-			10,639,689
Mortgage revenue bonds held in trust		$	951,454,320	$	41,969,667	$	(3,356,913	)	$	990,067,074

(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 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 June 30, 2024, the MRB has been in an unrealized loss position for at least 12 months.

(8)

(9)

The Partnership has a remaining MRB funding commitment of approximately $14.5 million as of June 30, 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 June 30, 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 June 30, 2024, the MRB has been in an unrealized loss position for more than 12 months.


	June 30, 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
Provision Center 2014-1	TN	$	365,042	$	-	$	-	$	365,042
Avistar at the Crest - Series B	TX		714,902		26,684		-		741,586
Avistar at the Oaks - Series B	TX		523,907		17,985		-		541,892
Avistar at the Parkway - Series B	TX		122,441		14,175		-		136,616
Avistar in 09 - Series B	TX		432,176		14,836		-		447,012
Avistar on the Boulevard - Series B	TX		424,797		13,006		-		437,803
Runnymede	TX		9,315,000		-		-		9,315,000
Mortgage revenue bonds		$	11,898,265	$	86,686	$	-	$	11,984,951


	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 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 approximately $5.1 million and approximately $4.7 million as of June 30, 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 June 30, 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 Six Months of 2024

Acquisitions:

The following MRBs were acquired at prices that approximated the principal outstanding plus accrued interest during the six months ended June 30, 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
Woodington Gardens Apartments - Series A-1	April 2024	Baltimore, MD		197	5/1/2029		7.80	%			31,150,000
Aventine Apartments	May 2024	Bellevue, WA		68	6/1/2031		7.68	%			9,500,000
										$	52,150,000

(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.

Sales:

The following MRB was sold at a price that approximated the Partnership’s carrying value plus accrued interest during the six months ended June 30, 2024:

        Property Name

        Month
Sold

        Property Location

        Units

        Original
Maturity Date

        Interest Rate

        Principal
Outstanding at Date
of Redemption

Brookstone

May 2024

Waukegan, IL

168

5/1/2040

5.45

8,221,234

The Partnership realized a gain on sale of the Brookstone MRB of approximately $1.0 million related to collection of an unamortized discount upon sale.

Activity in the First Six Months of 2023

Acquisitions:

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


Property Name	Month Acquired	Property Location	Units			Maturity Date	Interest Rate				Initial Principal 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
Handsel Morgan Village Apartments	April 2023	Buford, GA		45		3/1/2041		6.75	%			2,150,000
MaryAlice Circle Apartments	April 2023	Buford, GA		98		3/1/2041		6.75	%			5,900,000
Village at Hanford Square - Series H	May 2023	Hanford, CA		100		5/1/2030		6.65	%			10,400,000
Village Point	May 2023	Monroe Township, NJ		120	(3)	6/1/2030		6.88	%			23,000,000
40rty on Colony - Series P	June 2023	La Mesa, CA		40		6/1/2030		7.05	%			5,950,000
											$	100,445,000

(1)

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

(2)

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

(3)

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

Redemptions:

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


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

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 June 30, 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 June 30, 2024 and December 31, 2023:


							As of June 30, 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%	8.41%	$	34,620,000
Osprey Village (3)	July 2021	Kissimmee, FL	383		8/1/2024	SOFR + 3.07%	8.40%		60,000,000
Willow Place Apartments (3)	September 2021	McDonough, GA	182		10/1/2024	SOFR + 3.30%	8.63%		25,000,000
Willow Place Apartments Supplemental	November 2023	McDonough, GA	n/a		10/1/2024	SOFR + 3.45%	8.78%		1,500,000
Magnolia Heights (3)	June 2022	Covington, GA	200		10/1/2024	SOFR + 3.85%	9.18%		20,400,000
Poppy Grove I (3), (4)	September 2022	Elk Grove, CA	147		4/1/2025	6.78%	6.78%		27,846,000
Poppy Grove II (3), (4)	September 2022	Elk Grove, CA	82		4/1/2025	6.78%	6.78%		12,541,300
Poppy Grove III (3), (4)	September 2022	Elk Grove, CA	158		4/1/2025	6.78%	6.78%		20,550,000
Sandy Creek Apartments (3)	August 2023	Bryan, TX	140		9/1/2026	7.83% (5)	7.83%		12,100,000
				1,539				$	214,557,300

(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 approximately $1.4 million and approximately $1.5 million as of June 30, 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 $6.8 million, respectively, as of June 30, 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 June 30, 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 Six Months of 2024

During the six months ended June 30, 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.

In June 2024, the Partnership recognized a fee of approximately $51,000 in other income in connection with an extension of the maturity date of the Magnolia Heights GIL to October 1, 2024.

Activity in the First Six Months of 2023

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

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

6. Property Loans

The following tables summarize the Partnership’s property loans, net of asset-specific allowances for credit losses, as of June 30, 2024 and December 31, 2023:


	June 30, 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	10/1/2024	SOFR + 3.85%
Sandy Creek Apartments		6,787,992		-			6,787,992	9/1/2026	8.63% (2)
Subtotal		14,906,538		-			14,906,538

Mezzanine Financing
SoLa Impact Opportunity Zone Fund (3)	$	33,545,000	$	-		$	33,545,000	12/30/2024	7.875%
The Centurion Foundation		7,250,000		-			7,250,000	6/15/2039	10.50%
Subtotal		40,795,000		-			40,795,000

Other
The 50/50 MF Property	$	7,109,611	$	-		$	7,109,611	3/11/2048	9.00%
Live 929 Apartments		495,000		(495,000	)		-	7/31/2049	8.00%
Subtotal		7,604,611		(495,000	)		7,109,611

Total	$	63,306,149	$	(495,000	)	$	62,811,149

(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 approximately $344,000 and approximately $1.7 million as of June 30, 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 June 30, 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 Six Months of 2024

In June 2024, the Partnership executed a property loan to The Centurion Foundation, Inc. in the amount of $7.3 million to facilitate the purchase of a portfolio of nine essential healthcare support buildings located in eastern Pennsylvania that were then leased to an investment grade rated non-profit healthcare system. The Partnership’s loan is subordinate to the senior debt of the borrower which is secured by a first priority security interest in master lease payments guaranteed by the healthcare system.

The following property loan principal payments were received during the six months ended June 30, 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
Avistar (February 2013 portfolio)	May 2024		201,972
Avistar (June 2013 portfolio)	May 2024		251,622
		$	72,776,788

In June 2024, the Partnership recognized a fee of approximately $20,000 in other income in connection with an extension of the maturity date of the Magnolia Heights property loan to October 1, 2024.

Activity in the First Six Months of 2023

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


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

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

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

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 June 30, 2024 and December 31, 2023:


Property Name	Location	Units			Construction Commencement Date	Construction Completion Date	Carrying Value as of June 30, 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		23,954,586		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		13,535,176		12,996,316
Vantage at McKinney Falls	McKinney Falls, TX		288		December 2021	N/A		15,024,657		13,131,272
Freestone Greeley	Greeley, CO		296		N/A	N/A		6,143,765		5,346,007
Freestone Cresta Bella	San Antonio, TX		296		February 2023	N/A		18,003,283		17,325,494
Valage Senior Living Carson Valley	Minden, NV		102	(1)	February 2023	N/A		8,839,675		8,608,322
The Jessam at Hays Farm	Huntsville, AL		318		July 2023	N/A		17,090,224		7,518,717
Freestone Greenville	Greenville, TX		300		April 2024	N/A		7,680,571		5,366,551
Freestone Ladera	Ladera, TX		288		N/A	N/A		3,804,461		3,661,230
							$	157,940,664	$	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 June 30, 2024. See Note 16 for further details regarding the Partnership’s remaining funding commitments.

Activity in the First Six Months of 2024

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the six months ended June 30, 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
Vantage at Westover Hills	San Antonio, TX		288	(2)		6,986		-		6,986
					$	56,986	$	-	$	56,986

(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.

(2)

In May 2024, the Partnership received sales proceeds of approximately $7,000 associated with final settlements of the Vantage at Westover Hills sale in May 2022. The Partnership recognized the amount in “Gain on sale of investment in an unconsolidated entity” on the Partnership’s condensed consolidated statement of operations.

During the first six months of 2024, the Partnership advanced funds beyond its original commitments to five Vantage unconsolidated entities totaling $5.8 million to cover additional construction and interest costs.

Activity in the First Six Months of 2023

Sales Activity:

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


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

(1)

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

(2)

In May 2023, the Partnership returned sales proceeds of approximately $12,000 associated with final settlements of the Vantage at O'Connor sale in July 2022. The Partnership recognized the amount in "Gain on sale of investment in an unconsolidated entity" on the Partnership's condensed consolidated 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 and six months ended June 30, 2024 and 2023:


	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2024			2023		2024			2023
Property revenues	$	4,411,360		$	3,272,517	$	8,196,677		$	7,021,960
Gain on sale of property	$	-		$	17,995,170	$	-		$	56,099,503
Net income (loss)	$	(3,025,880	)	$	16,950,286	$	(4,150,053	)	$	54,693,224

8. Real Estate Assets

The following tables summarize information regarding the Partnership’s real estate assets as of June 30, 2024 and December 31, 2023:


			June 30, 2024						December 31, 2023
Property Name	Location	Number of Units	Land and Land Improvements		Buildings and Improvements		Carrying Value		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		2,660,615		946,043		3,606,658
Land held for development		(2)		1,109,482		-		1,109,482		1,109,482		-		1,109,482
							$	4,716,140					$	4,716,140
Less accumulated depreciation								-						-
Real estate assets, net							$	4,716,140					$	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 June 2024, the Partnership received its final sales proceeds associated with the sale of the Suites on Paseo MF Property. The Partnership recognized a gain on sale of approximately $64,000.

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, exclusive of the gains on sale, related to the Suites on Paseo MF Property for the three and six months ended June 30, 2024, and 2023 was as follows:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Net income	$	-	$	98,276	$	-	$	327,188

9. Other Assets

The following table summarizes the Partnership’s other assets as of June 30, 2024 and December 31, 2023:


	June 30, 2024			December 31, 2023
Deferred financing costs, net	$	1,044,672		$	850,726
Derivative instruments at fair value (Note 15)		9,679,247			5,254,663
Taxable mortgage revenue bonds, at fair value		15,926,321			21,460,288
Taxable governmental issuer loans:
Taxable governmental issuer loans		3,000,000			13,573,000
Allowance for credit losses (Note 10)		(36,000	)		(77,000	)
Taxable governmental issuer loans, net		2,964,000			13,496,000
Bond purchase commitment, at fair value (Note 16)		46,238			197,788
Other assets		1,377,476			1,935,005
Total other assets	$	31,037,954		$	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 June 30, 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 “Net result from derivative transactions” 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 June 30, 2024, 10 taxable MRBs and three taxable GILs with a reported value totaling $19.5 million were held in trust in connection with TOB trust financings (Note 13).

Activity in the First Six Months of 2024

The following table includes details of the taxable MRB acquired during the six months ended June 30, 2024:

        Property Name

        Month
Acquired

        Property Location

        Units

        Maturity Date

        Interest Rate

        Initial Principal Funding

Woodington Gardens Apartments - Series A-2

April 2024

Baltimore, MD

197

5/1/2029

7.80%

2,577,000

The following taxable MRB and taxable GIL principal payments were received during the six months ended June 30, 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 Six Months of 2023

The following table includes details of the taxable MRBs acquired during the six months ended June 30, 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
Village at Hanford Square - Series H-T	May 2023	5/1/2030		1,000,000		10,400,000
40rty on Colony - Series P-T	June 2023	6/1/2030		1,100,000		5,950,000
Subtotal					$	17,155,000

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 LIHTCs, 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 and six months ended June 30, 2024:


	For the Three Months Ended June 30, 2024
	Governmental Issuer Loans			Taxable Governmental Issuer Loans			Property Loans		Unfunded Commitments			Total
Balance, beginning of period	$	1,166,000		$	41,000		$	1,628,000	$	456,000		$	3,291,000
Current provision for credit losses		(55,000	)		(5,000	)		320,000		(71,000	)		189,000
Balance, end of period	$	1,111,000		$	36,000		$	1,948,000	$	385,000		$	3,480,000


	For the Six Months Ended June 30, 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		(183,000	)		(41,000	)		(100,000	)		(293,000	)		(617,000	)
Balance, end of period	$	1,111,000		$	36,000		$	1,948,000		$	385,000		$	3,480,000

The following table summarizes the changes in the Partnership’s allowance for credit losses for the three and six months ended June 30, 2023:


	For the Three Months ended June 30, 2023
	Governmental Issuer Loans			Taxable Governmental Issuer Loans		Property Loans			Unfunded Commitments			Total
Balance, beginning of period		2,080,000			89,000	$	2,450,000			1,280,000			5,899,000
Current provision for credit losses		(243,000	)		6,000		(215,000	)		(322,000	)		(774,000	)
Balance, end of period	$	1,837,000		$	95,000	$	2,235,000		$	958,000		$	5,125,000


	For the Six Months Ended June 30, 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 credit losses		(308,000	)		16,000		(368,000	)		(659,000	)		(1,319,000	)
Balance, end of period	$	1,837,000		$	95,000	$	2,235,000		$	958,000		$	5,125,000

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 provision for credit losses of approximately $189,000 and a recovery of provision for credit losses of approximately $774,000 for the three months ended June 30, 2024 and 2023, respectively. The increase for the three months ended June 30, 2024 is primarily due to an increase in property loan principal balances. The decrease for the three months ended June 30, 2023 is primarily due to a decrease in the weighted average life of the asset portfolio and updates of market data used as quantitative assumptions in the Partnership’s model to estimate the allowance for credit losses.

The Partnership recorded a recovery of provision for credit losses of approximately $617,000 and $1.3 million for the six months ended June 30, 2024 and 2023, respectively. The decreases for the six months ended June 30, 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 June 30, 2024 and December 31, 2023:


	June 30, 2024
	2024		2023		2022		2021		2020		Prior		Total
Governmental Issuer Loans
Performing	$	-	$	13,600,000	$	81,337,300	$	119,620,000	$	-	$	-	$	214,557,300
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		13,600,000		81,337,300		119,620,000		-		-		214,557,300

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

Property Loans
Performing	$	7,250,000	$	6,787,992	$	48,773,157	$	-	$	-	$	-	$	62,811,149
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		495,000		495,000
Subtotal		7,250,000		6,787,992		48,773,157		-		-		495,000		63,306,149

Unfunded Commitments
Performing	$	-	$	1,042,008	$	89,700,000	$	-	$	-	$	-	$	90,742,008
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		1,042,008		89,700,000		-		-		-		90,742,008

Total	$	7,250,000	$	21,430,000	$	222,810,457	$	119,620,000	$	-	$	495,000	$	371,605,457


	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 June 30, 2024, except as noted below. The Partnership currently has two property loans on nonaccrual status.

During the three and six months ended June 30, 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 June 30, 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 June 30, 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 $7.1 million and $6.0 million as of June 30, 2024 and December 31, 2023, respectively.

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 and six months ended June 30, 2024 and 2023:


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Balance, beginning of period	$	9,892,924		$	9,961,924		$	9,910,079		$	9,978,891
Current provision for credit loss (1)		(169,308	)		-			(169,308	)		-
Write-offs (1)		(5,542,921	)		-			(5,542,921	)		-
Recovery of prior credit loss (2)		(17,345	)		(17,345	)		(34,500	)		(34,312	)
Balance, end of period (3)	$	4,163,350		$	9,944,579		$	4,163,350		$	9,944,579

(1)

In connection with the final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB in July 2024, the Partnership recovered approximately $169,000 of its previously recognized allowance for credit loss and the remainder of the allowance associated with the MRB was written off.

(2)

The Partnership compared the present value of cash flows expected to be collected to the amortized cost basis of the Live 929 Apartments Series 2022A MRB, 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.

(3)

The allowance for credit losses as of June 30, 2024 was related to the Live 929 Apartments – 2022A MRB. The allowance for credit losses as of June 30, 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 June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
Accounts payable	$	1,053,755	$	1,518,267
Accrued expenses		3,757,255		4,104,945
Accrued interest expense		7,700,825		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)		385,000		678,000
Derivative instruments at fair value (Note 15)		418,075		705,694
Other liabilities		1,303,703		1,419,233
Total accounts payable, accrued expenses and other liabilities	$	21,215,235	$	22,958,088

12. Secured Lines of Credit

The following tables summarize the Partnership’s LOCs as of June 30, 2024 and December 31, 2023:


Secured Lines of Credit	Outstanding as of June 30, 2024		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	26,500,000	$	50,000,000	June 2025 (1)	Variable (2)	Monthly		8.83	%
Bankers Trust Acquisition LOC		14,750,000		50,000,000	June 2025 (3)	Variable (4)	Monthly		7.83	%
	$	41,250,000	$	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 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 a one-year extension option subject to certain conditions and payment of a $25,000 extension fee.

(4)

The variable rate is equal to 2.50% plus a variable component based on the 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)

The variable rate is equal to 2.50% plus a variable component based on the Term SOFR.

General LOC

The Partnership has entered into a Secured Credit Agreement with a commitment of up to $50.0 million for 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 June 30, 2024, the borrowing base was approximately $47.5 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, 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 June 30, 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 June 30, 2024.

Acquisition LOC

The Acquisition LOC has a commitment of up to $50.0 million that 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, mortgage-backed securities, or master lease agreements guaranteed by investment grade tenants (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. Advances made for tax-exempt or taxable loans secured by master lease agreements guaranteed by investment grade tenants are due on the 45th day following such advance. 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 June 30, 2024.

13. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of June 30, 2024 and December 31, 2023:


		Outstanding Debt Financings as of June 30, 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)	$	65,947,462	$	4,999	2024	Variable	Yes	3.91%	1.35%	5.26%
M33 TEBS			28,518,298		2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			208,646,796		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			303,112,556								4.47%

TEBS Residual Financing		$	60,282,673	$	18,000	2034	Fixed	Yes	N/A	N/A	7.16%

TOB Trust Securitizations
Mizuho Capital Markets:
Southpark MRB			9,836,063	(4)		2024	Variable	Yes	4.20%	1.44%	5.64%
SoLa Impact Opportunity Zone Fund			23,433,061	(4)		2024	Variable	No	5.59%	1.78%	7.37%
Montevista - Series A			5,596,181	(4)		2025	Variable	Yes	4.20%	1.28%	5.48%
The Park at Sondrio - Series 2022A			30,418,077	(4)		2025	Variable	Yes	4.20%	1.43%	5.63%
The Park at Vietti - Series 2022A			21,539,334	(4)		2025	Variable	Yes	4.20%	1.43%	5.63%
Residency at the Entrepreneur MRBs			34,060,000	(4)		2025	Variable	Yes	4.20%	1.45%	5.65%
Legacy Commons at Signal Hills GIL			31,155,000	(4)		2025	Variable	Yes	4.20%	0.91%	5.11%
Osprey Village GIL			49,475,000	(4)		2025	Variable	Yes	4.20%	1.19%	5.39%
Residency at the Mayer Taxable MRB			824,656	(4)		2025	Variable	No	5.59%	1.17%	6.76%
Residency at Empire MRBs			29,847,760	(4)		2026	Variable	Yes	4.20%	1.42%	5.62%
The Ivy Apartments			24,347,506	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
Windsor Shores Apartments			17,196,987	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
Village at Hanford Square			7,768,683	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
MaryAlice Circle Apartments			4,690,419	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
Meadow Valley			22,039,174	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
40rty on Colony			4,445,678	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
Sandy Creek Apartments GIL			9,628,693	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
Residency at the Mayer MRBs			33,803,106	(4)		2026	Variable	Yes	4.20%	1.19%	5.39%
The Safford			15,286,911	(4)		2026	Variable	Yes	4.20%	1.44%	5.64%
Avistar at Wood Hollow - Series A			32,463,660	(4)		2027	Variable	Yes	4.20%	1.44%	5.64%
Live 929			53,092,000	(4)		2027	Variable	Yes	4.20%	1.18%	5.38%
Jackson Manor Apartments			4,100,000	(4)		2027	Variable	Yes	4.20%	1.29%	5.49%
Woodington Gardens - Series A-1			24,824,240	(4)		2027	Variable	Yes	4.20%	1.44%	5.64%
Aventine Apartments			7,551,963	(4)		2027	Variable	Yes	4.20%	1.44%	5.64%
Montecito at Williams Ranch - Series A			6,783,767	(4)		2027	Variable	Yes	4.20%	1.18%	5.38%
Vineyard Gardens - Series A			3,594,028	(4)		2027	Variable	Yes	4.20%	1.18%	5.38%
Avistar at Copperfield - Series A			11,304,585	(4)		2027	Variable	Yes	4.20%	1.68%	5.88%
Avistar at Wilcrest - Series A			4,280,584	(4)		2027	Variable	Yes	4.20%	1.68%	5.88%
Trust 2024-XF3219	(5)		31,294,815	(4)		2027	Variable	No	5.59%	1.79%	7.38%
Barclays Capital Inc.:
Trust 2021-XF2953	(6)		54,628,333		-	2025	Variable	No	5.47%	1.27%	6.74%
Poppy Grove I GIL			22,274,279		-	2025	Variable	Yes	5.10%	1.25%	6.35%
Poppy Grove II GIL			10,030,279		-	2025	Variable	Yes	5.10%	1.25%	6.35%
Poppy Grove III GIL			16,437,279		-	2025	Variable	Yes	5.10%	1.25%	6.35%
Village Point			18,389,543		-	2025	Variable	Yes	5.10%	1.61%	6.71%
Subtotal/Weighed Average Period End Rate			676,441,644								5.87%

Term TOB Trust Securitizations
Morgan Stanley:
Village at Avalon		$	12,689,225		-	2025	Fixed	Yes	N/A	N/A	6.33%

Total Debt Financings		$	1,052,526,098

(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 $16.8 million related to its total net position with Mizuho.

(5)

The TOB trust is securitized by seven MRBs, nine taxable 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