10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2025


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

For the transition period from to

Commission File Number: 001-41564

GREYSTONE HOUSING IMPACT INVESTORS LP

(Exact name of registrant as specified in its charter)


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

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

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

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


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

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

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

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


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

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

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

As of April 30, 2025, the registrant had 23,397,437 Beneficial Unit Certificates representing assignments of limited partnership interests outstanding.

INDEX

PART I – FINANCIAL INFORMATION


Item 1	Financial Statements (Unaudited)	8
	Condensed Consolidated Balance Sheets	8
	Condensed Consolidated Statements of Operations	9
	Condensed Consolidated Statements of Comprehensive Income (Loss)	10
	Condensed Consolidated Statements of Partners’ Capital	11
	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	55
Item 3	Quantitative and Qualitative Disclosures About Market Risk	86
Item 4	Controls and Procedures	89

PART II – OTHER INFORMATION
Item 1A	Risk Factors	90
Item 5	Other Information	90
Item 6	Exhibits	90

SIGNATURES		91

Defined Terms

The following acronyms and defined terms are used in various sections of this Report, including the Notes to Condensed 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.

2024 PFA Securitization Transaction - A securitization transaction to finance credit-enhanced custodial receipts related to 14 MRBs through the Wisconsin Public Finance Authority.

2024 PFA Securitization Bonds - Fourteen MRBs associated with the 2024 PFA Securitization Transaction. Senior and residual custodial receipts were created for each of the MRBs representing partial interests in the MRBs. The senior custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the senior custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction. The residual custodial receipts were sold to the Wisconsin Public Finance Authority and cash flows from the residual custodial receipts will be used to pay debt service on the Affordable Housing Multifamily Certificates associated with the TEBS Residual Financing.

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

Affordable Housing Multifamily Certificates - Senior and/or residual interests in the 2024 PFA Securitization Transaction and the TEBS Residual Refinancing.

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.

Audit Committee - The audit committee of the Board of Managers of Greystone Manager, which acts as the audit committee of the Partnership.

BankUnited - BankUnited, N.A.

Barclays - Barclays Bank PLC.

Board of Managers - The Board of Managers of Greystone Manager, which acts as the directors of the Partnership.

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

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.

CECL - Current expected credit losses as measured in accordance with the accounting standards codification of the Financial Accounting Standards Board – Topic 326.

CRA - Community Reinvestment Act of 1977.

Construction Lending JV - A joint venture with BlackRock Impact Opportunities to invest in loans which will finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States. The Partnership is the managing member of the joint venture.

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

Fannie Mae - The Federal National Mortgage Association.

FASB - The Financial Accounting Standards Board.

Financed Assets - Purchased investments funded by advances from the Acquisition LOC.

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.

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 where BankUnited serves as the sole lead arranger and administrative agent.

General Partner - America First Capital Associates Limited Partnership Two, which is the general partner of the Partnership.

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.

Greystone Servicing - Greystone Servicing Company LLC, an affiliate of the Partnership.

Initial Limited Partner - Greystone ILP, Inc., a Delaware corporation.

Investment Company Act - The Investment Company Act of 1940, as amended, that is administered and enforced by the SEC.

IRC - Internal Revenue Code.

ISDA - International Swaps and Derivatives Association.

JV Equity Investment(s) - A noncontrolling equity investment in an unconsolidated entity owned by the Partnership for the development of market rate multifamily properties, which excludes the Construction Lending JV.

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).

Liquidation Proceeds - All cash receipts of the Partnership (other than operating income and sale proceeds) arising from the liquidation of the Partnership’s assets in the course of the dissolution of the Partnership, as defined in the Partnership Agreement.

Managers - Members of the Board of Managers of Greystone Manager.

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).

Net Interest Income - Income allocation as defined in the Partnership Agreement.

Net Residual Proceeds - Residual proceeds as defined in the Partnership Agreement.

NYSE - New York Stock Exchange.

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.

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.

Report - This Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, unless otherwise specified.

RUA(s) - Restricted unit awards issued under the Equity Incentive 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.

Secured Credit Agreement - The secured credit agreement executed in connection with the General LOC.

Shelf Registration Statement - The Partnership’s Registration Statement on Form S-3 for the issuance of up to $300.0 million of BUCs, Preferred Units, or debt securities, which was declared effective by the SEC in December 2022.

SIFMA - The SIFMA Municipal Swap Index, which is an index that measures short-term tax-exempt interest rates, as calculated and reported by the Securities Industry and Financial Markets Association.

SOFR - Secured Overnight Funding Rate as published by the Federal Reserve Bank of New York.

TEBS - Tax Exempt Bond Securitization financing with Freddie Mac.

TEBS Financing(s) - The M24 TEBS financing, the M31 TEBS financing, the M33 TEBS financing, and the M45 TEBS financing, individually or collectively.

TEBS Residual Financing - A securitization transaction to finance the Partnership’s residual interests in the M33 and M45 TEBS financings and the residual custodial receipts associated with the 2024 PFA Securitization Bonds.

Tier 2 income - Net Interest Income and Net Residual Proceeds characterized as Net Interest Income (Tier 2) and Net Residual Income (Tier 2) allocated 75% to the BUCs and 25% to the General Partner in accordance with the terms of the Partnership Agreement.

TOB - Tender option bond.

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

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

Vantage Properties - JV Equity Investments where the Vantage development group is the managing member.

VIE(s) - Variable interest entity (entities).

Forward-Looking Statements

This 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, 2024.

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;

•

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;

•

any effects on our business resulting from new U.S. domestic or foreign governmental trade measures, including but not limited to tariffs, import and export controls, foreign exchange intervention accomplished to offset the effects of trade policy or in response to currency volatility, and other restrictions on free trade;

•

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 pressures in the commercial real estate sector, incrementally higher unemployment rates, 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;

•

the aggregate effect of elevated inflation levels over the past several years, 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 continued elevated interest rate levels and 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)


	March 31, 2025			December 31, 2024
Assets:
Cash and cash equivalents	$	51,388,718		$	14,703,198
Restricted cash		13,065,776			16,602,473
Interest receivable, net		7,126,593			7,446,307
Mortgage revenue bonds, at fair value (Note 4)		1,022,563,964			1,026,483,796
Governmental issuer loans
Governmental issuer loans (Note 5)		161,408,328			226,202,222
Allowance for credit losses (Note 10)		(941,000	)		(1,038,000	)
Governmental issuer loans, net		160,467,328			225,164,222
Property loans
Property loans (Note 6)		49,266,857			57,064,611
Allowance for credit losses (Note 10)		(1,858,000	)		(1,930,000	)
Property loans, net		47,408,857			55,134,611
Investments in unconsolidated entities (Note 7)		167,988,619			179,409,869
Real estate assets, net (Note 8)		3,552,137			4,906,264
Other assets (Note 9)		63,920,733			49,849,420
Total Assets (1)	$	1,537,482,725		$	1,579,700,160

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 11)	$	21,561,605		$	23,480,768
Distribution payable		8,744,444			8,996,978
Secured lines of credit (Note 12)		58,500,000			68,852,000
Debt financing, net (Note 13)		1,056,519,816			1,093,273,157
Mortgages payable, net (Note 14)		310,219			1,664,347
Total Liabilities (1)		1,145,636,084			1,196,267,250

Commitments and Contingencies (Note 16)

Redeemable Preferred Units, $97.5 million and $77.5 million redemption value, 9.8 million and 7.8 million issued and outstanding, respectively (Note 17)		97,398,990			77,406,144

Partnersʼ Capital:
General Partner (Note 1)		(17,171	)		98,621
Beneficial Unit Certificates (Note 1)		294,464,822			305,928,145
Total Partnersʼ Capital		294,447,651			306,026,766
Total Liabilities and Partnersʼ Capital	$	1,537,482,725		$	1,579,700,160

(1)

The condensed consolidated balance sheets include assets of consolidated VIEs that can only be used to settle obligations of these VIEs that totaled $1,280,250,847 and $1,332,121,374 as of March 31, 2025 and December 31, 2024, respectively. The condensed 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 $367,905,714 and $370,876,249 as of March 31, 2025 and December 31, 2024, 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 March 31,
	2025			2024
Revenues:
Investment income	$	21,878,167		$	19,272,345
Other interest income		2,288,165			3,003,838
Other income		958,825			94,471
Total revenues		25,125,157			22,370,654
Expenses:
Provision for credit losses (Note 10)		(172,000	)		(806,000	)
Depreciation		3,542			5,967
Interest expense		14,134,816			13,803,935
Net result from derivative transactions (Note 15)		3,036,137			(6,267,664	)
General and administrative		4,570,261			4,930,388
Total expenses		21,572,756			11,666,626
Other income:
Gain on sale of investments in unconsolidated entities		5,220			50,000
Earnings (losses) from investments in unconsolidated entities		(233,334	)		(106,845	)
Income before income taxes		3,324,287			10,647,183
Income tax benefit		(2,733	)		(1,198	)
Net income		3,327,020			10,648,381
Redeemable Preferred Unit distributions and accretion		(760,679	)		(767,241	)
Net income available to Partners	$	2,566,341		$	9,881,140

Net income available to Partners allocated to:
General Partner	$	25,611		$	98,311
Limited Partners - BUCs		2,483,685			9,725,097
Limited Partners - Restricted units		57,045			57,732
	$	2,566,341		$	9,881,140
BUC holders' interest in net income per BUC, basic and diluted	$	0.11		$	0.42		*
Weighted average number of BUCs outstanding, basic		23,171,226			23,000,754		*
Weighted average number of BUCs outstanding, diluted		23,171,226			23,000,754		*

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

GREYSTONE HOUSING IMPACT INVESTORS LP

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	For the Three Months Ended March 31,
	2025			2024
Net income	$	3,327,020		$	10,648,381
Unrealized losses on securities		(5,635,059	)		(12,008,737	)
Unrealized losses on bond purchase commitments		-			(62,959	)
Comprehensive income (loss)	$	(2,308,039	)	$	(1,423,315	)

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, 2024	$	98,621			23,270,685		$	305,928,145		$	306,026,766		$	29,924,300
Distributions paid or accrued ($0.37 per BUC):
Regular distribution		(87,392	)		-			(8,651,832	)		(8,739,224	)		-
Distribution of Tier 3 income (Note 22)		-			-			(5,220	)		(5,220	)		-
Net income allocable to Partners		25,611			-			2,540,730			2,566,341			-
Restricted units awarded		-			142,102			-			-			-
Restricted units forfeited		-			(15,350	)		-			-			-
Restricted unit compensation expense		2,340			-			231,707			234,047			-
Unrealized losses on securities		(56,351	)		-			(5,578,708	)		(5,635,059	)		(5,635,059	)
Balance as of March 31, 2025	$	(17,171	)		23,397,437		$	294,464,822		$	294,447,651		$	24,289,241


	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

* 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.

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

GREYSTONE HOUSING IMPACT INVESTORS LP

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	3,327,020		$	10,648,381
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		3,542			5,967
Amortization of deferred financing costs		381,334			367,418
Gain on sale of investments in unconsolidated entities		(5,220	)		(50,000	)
(Earnings) losses from investments in unconsolidated entities		233,334			106,845
Provision for credit losses		(172,000	)		(806,000	)
Recovery of prior credit loss		(16,967	)		(17,155	)
(Gains) losses on derivative instruments, net of cash paid		3,939,421			(4,489,788	)
Restricted unit compensation expense		234,047			332,321
Bond premium, discount and acquisition fee amortization		(1,780	)		(48,178	)
Debt premium amortization		(10,090	)		(10,126	)
Deferred income tax benefit & income tax payable/receivable		(2,733	)		(1,200	)
Change in preferred return receivable from unconsolidated entities, net		5,409,019			(1,624,169	)
Changes in operating assets and liabilities
Decrease in interest receivable		319,714			419,044
(Increase) decrease in other assets		(613,140	)		84,659
Decrease in accounts payable, accrued expenses and other liabilities		(2,682,424	)		(1,545,171	)
Net cash provided by operating activities		10,343,077			3,372,848
Cash flows from investing activities:
Advances on mortgage revenue bonds		(14,101,043	)		(26,297,798	)
Advances on taxable mortgage revenue bonds		(7,400,000	)		(1,000,000	)
Advances on governmental issuer loans		(17,408,700	)		(6,000,000	)
Advances on taxable governmental issuer loans		(21,700,000	)		-
Advances on property loans		-			(3,073,404	)
Contributions to unconsolidated entities		(7,708,816	)		(6,960,337	)
Proceeds from sale of land held for development		1,354,127			-
Proceeds from sale of investments in unconsolidated entities		11,405,090			50,000
Return of investments in unconsolidated entities		2,087,843			-
Principal payments received on mortgage revenue bonds		11,921,137			2,260,565
Principal payments received on governmental issuer loans		82,202,594			23,390,000
Principal payments received on taxable mortgage revenue bonds		138,347			11,503,059
Principal payments received on taxable governmental issuer loans		12,700,000			10,573,000
Principal payments received on property loans		7,797,754			72,323,194
Net cash provided by investing activities		61,288,333			76,768,279
Cash flows from financing activities:
Distributions paid		(9,732,916	)		(9,204,814	)
Proceeds from the sale of BUCs		-			1,080,957
Payment of offering costs related to the sale of BUCs		-			(21,628	)
Proceeds from debt financing		48,435,000			63,250,000
Principal payments on debt financing		(85,426,031	)		(99,697,766	)
Principal payments on mortgages payable		(1,354,128	)		-
Principal borrowing on secured lines of credit		-			20,000,000
Principal payments on secured lines of credit		(10,352,000	)		(36,900,000	)
Proceeds upon issuance of redeemable Preferred Units		20,000,000			5,000,000
Debt financing and other deferred costs paid		(52,512	)		(454,650	)
Net cash used in financing activities		(38,482,587	)		(56,947,901	)
Net increase (decrease) in cash, cash equivalents and restricted cash		33,148,823			23,193,226
Cash, cash equivalents and restricted cash at beginning of period		31,305,671			47,734,146
Cash, cash equivalents and restricted cash at end of period	$	64,454,494		$	70,927,372

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	13,265,470		$	12,165,910
Cash paid during the period for income taxes		31,415			-
Supplemental disclosure of noncash investing and financing activities:
Distributions declared but not paid for BUCs and General Partner	$	8,744,444		$	8,672,287
Distributions declared but not paid for Preferred Units		755,104			762,118
Exchange of redeemable Preferred Units		-			17,500,000
Deferred financing costs financed through accounts payable		21,765			62,628

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


	March 31, 2025		March 31, 2024
Cash and cash equivalents	$	51,388,718	$	56,255,270
Restricted cash		13,065,776		14,672,102
Total cash, cash equivalents and restricted cash	$	64,454,494	$	70,927,372

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 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, similar to MRBs, provide 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. 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 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, and subsequently, to facilitate the 2024 PFA Securitization Transaction;

•

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 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;

•

GHI-BIO AC Debt JV MM, LLC, a wholly owned subsidiary of the Partnership, which will manage and is committed to provide capital to the Construction Lending JV;

•

Greens Hold Co, a wholly owned corporation, which owns certain property loans and owned 100% of The 50/50 MF Property, a prior real estate asset; and

•

Lindo Paseo LLC, a wholly owned limited liability company, which previously 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, 2024. These condensed consolidated financial statements and notes have been prepared consistently with the 2024 Form 10-K. In the opinion of management, all adjustments (consisting of normal and recurring accruals) necessary to present fairly the Partnership’s financial position as of March 31, 2025, 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, 2024 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 reduced the federal funds rate by a total of 100 basis points during 2024, which was the first reduction in the federal funds rate since the Federal Reserve began raising interest rates in March 2022 to combat inflation. The Federal Reserve left rates unchanged in the first quarter of 2025, resulting in the current target range for the federal funds rate being 4.25-4.50%. In addition, geopolitical conflicts, changing global trade and tariff policies, and uncertainty regarding the effects of these matters on U.S. and international macroeconomic conditions 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, changes in short-term interest rates will directly impact 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 aggregate effects of the high inflationary environment experienced in the United States from the first quarter of 2021 through the end of 2023 and any resurgence in inflation may continue to adversely impact 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. Continuing elevated levels of 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 previously declared the First Quarter 2024 BUCs Distribution in the form of additional BUCs. All fractional BUCs resulting from the First Quarter 2024 BUCs Distribution received cash for such fraction based on the market value of the BUCs on the record date. The First Quarter 2024 BUCs Distribution has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods indicated in the Partnership’s condensed consolidated financial statements.

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 was effective for the Partnership for the year ended December 31, 2024 and interim periods thereafter. The adoption of ASU 2023-07 did not have a material impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2025. See Note 24 for related disclosures.

In November 2024, the FASB issued ASU 2024-03, which improves the disclosures about a public business entity’s expenses. ASU 2024-03 is effective for the Partnership for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. 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, 2024 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 condensed consolidated balance sheet and the related interest income on the Partnership’s condensed 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 condensed consolidated balance sheet and the related preferred return, earnings (losses) from investments in unconsolidated entities, and gains on sale on the Partnership’s condensed consolidated statement of operations.

The Partnership held variable interests in 24 and 31 non-consolidated VIEs as of March 31, 2025 and December 31, 2024, respectively. The following table summarizes the Partnership’s carrying value by asset and maximum exposure to loss associated with the variable interests as of March 31, 2025 and December 31, 2024:


	March 31, 2025				December 31, 2024
	Carrying Value		Maximum Exposure to Loss		Carrying Value		Maximum Exposure to Loss
Mortgage revenue bonds	$	210,722,091	$	208,963,243	$	207,170,395	$	203,929,806
Taxable mortgage revenue bonds (reported within other assets)		8,994,794		9,003,171		4,393,869		4,406,024
Governmental issuer loans		149,308,328		149,308,328		203,999,628		203,999,628
Taxable governmental issuer loans (reported within other assets)		23,157,672		23,157,672		14,157,672		14,157,672
Property loans		33,824,000		33,824,000		42,210,000		42,210,000
Investments in unconsolidated entities		167,988,619		167,988,619		179,409,869		179,409,869
	$	593,995,504	$	592,245,033	$	651,341,433	$	648,112,999

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the MRBs and taxable MRBs as of March 31, 2025 and December 31, 2024 is equal to the Partnership’s cost basis adjusted for paydowns. The difference between the MRB carrying value in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is due to the unrealized gains or losses. The Partnership has remaining MRB and taxable MRB funding commitments related to non-consolidated VIEs totaling $18.4 million and $8.4 million, respectively, as of March 31, 2025 (Note 16).

The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with GILs, taxable GILs, property loans and investments in unconsolidated entities as of March 31, 2025 and December 31, 2024 is equal to the Partnership’s carrying value. The Partnership has future GIL, taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $14.1 million, $24.7 million, $28.8 million, and $11.7 million, respectively, as of March 31, 2025 (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, the 2024 PFA Securitization Transaction, 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 interest. 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 interests. 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 condensed 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 condensed consolidated statement of operations. Interest expense and facility fees associated with the debt financing are reported within “Interest expense” on the Partnership’s condensed 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 condensed consolidated balance sheets. The VIE has not reported any income or expenses during the three months ended March 31, 2025 and 2024. 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 March 31, 2025 and December 31, 2024:


	March 31, 2025			December 31, 2024
Assets:
Restricted cash	$	395,606		$	771,606
Interest receivable, net		6,751,642			7,089,580
Mortgage revenue bonds, at fair value		1,020,286,771			1,013,847,272
Governmental issuer loans
Governmental issuer loans		154,908,328			219,702,222
Allowance for credit losses		(941,000	)		(1,038,000	)
Governmental issuer loans, net		153,967,328			218,664,222
Property loans
Property loans		40,662,246			48,460,000
Allowance for credit losses		(491,000	)		(547,000	)
Property loans, net		40,171,246			47,913,000
Real estate assets		2,442,654			3,796,782
Other assets		56,235,600			40,038,912
Total Assets	$	1,280,250,847		$	1,332,121,374

Liabilities:
Accounts payable, accrued expenses and other liabilities (1)	$	7,893,154		$	8,285,369
Debt financing (2)		1,061,529,745			1,098,530,865
Mortgages payable (3)		310,219			1,664,347
Total Liabilities	$	1,069,733,118		$	1,108,480,581

(1)

Of the amounts reported, $4,968,750 and $5,112,036 are associated with VIEs where the creditor does not have recourse to the general credit of the Partnership as of March 31, 2025 and December 31, 2024, respectively.

(2)

Of the amounts reported, $362,626,745 and $364,099,866 are associated with VIEs where the creditor does not have recourse to the general credit of the Partnership as of March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024:


	March 31, 2025
Description of Mortgage Revenue Bonds	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
The Safford (4)	AZ	$	43,075,176	$	1,457,148	$	-		$	44,532,324
40rty on Colony - Series P (4)	CA		5,961,756		445,276		-			6,407,032
CCBA Senior Garden Apartments (1), (8)	CA		3,710,681		-		(117,519	)		3,593,162
Courtyard - Series A (3)	CA		9,641,225		424,065		-			10,065,290
Glenview Apartments - Series A (2)	CA		4,231,560		170,523		-			4,402,083
Harmony Court Bakersfield - Series A (3)	CA		3,515,325		128,377		-			3,643,702
Harmony Terrace - Series A (3)	CA		6,509,030		270,654		-			6,779,684
Harden Ranch - Series A (1)	CA		6,230,374		250,823		-			6,481,197
Las Palmas II - Series A (3)	CA		1,594,406		62,032		-			1,656,438
Montclair Apartments - Series A (2)	CA		2,292,473		98,170		-			2,390,643
Montecito at Williams Ranch Apartments - Series A (1)	CA		7,356,436		381,634		-			7,738,070
Montevista - Series A (1)	CA		6,543,640		529,700		-			7,073,340
Ocotillo Springs - Series A (1), (6)	CA		3,446,769		-		(277,352	)		3,169,417
Ocotillo Springs - Series A-1 (1)	CA		495,631		54,122		-			549,753
Residency at Empire - Series BB-1 (4)	CA		14,105,551		497,953		-			14,603,504
Residency at Empire - Series BB-2 (4)	CA		4,000,000		172,430		-			4,172,430
Residency at Empire - Series BB-3 (4)	CA		14,000,000		525,382		-			14,525,382
Residency at Empire - Series BB-4 (4)	CA		28,650,000		318,949		-			28,968,949
Residency at the Entrepreneur - Series J-1 (4), (8)	CA		9,076,709		-		(414,154	)		8,662,555
Residency at the Entrepreneur - Series J-2 (4), (8)	CA		7,500,000		-		(281,205	)		7,218,795
Residency at the Entrepreneur - Series J-3 (4), (8)	CA		26,080,000		-		(517,655	)		25,562,345
Residency at the Entrepreneur - Series J-4 (4)	CA		16,420,000		-		-			16,420,000
Residency at the Entrepreneur - Series J-5 (4)	CA		5,000,000		-		-			5,000,000
Residency at the Mayer - Series A (4)	CA		29,555,807		-		-			29,555,807
Residency at the Mayer - Series M (4)	CA		11,500,000		-		-			11,500,000
San Vicente - Series A (3)	CA		3,287,580		127,907		-			3,415,487
Santa Fe Apartments - Series A (2)	CA		2,777,245		122,443		-			2,899,688
Seasons at Simi Valley - Series A (3)	CA		4,011,049		268,179		-			4,279,228
Seasons Lakewood - Series A (3)	CA		6,933,532		288,306		-			7,221,838
Seasons San Juan Capistrano - Series A (3)	CA		11,673,803		485,413		-			12,159,216
Solano Vista - Series A (1)	CA		2,586,308		201,005		-			2,787,313
Summerhill - Series A (3)	CA		6,053,332		14,945		-			6,068,277
Sycamore Walk - Series A (3)	CA		3,317,142		88,329		-			3,405,471
The Village at Madera - Series A (3)	CA		2,907,447		106,177		-			3,013,624
Tyler Park Townhomes - Series A (1)	CA		5,422,984		-		-			5,422,984
Village at Hanford Square - Series H (4)	CA		10,400,000		603,812		-			11,003,812
Vineyard Gardens - Series A (1)	CA		3,830,894		253,969		-			4,084,863
Wellspring Apartments (1)	CA		3,850,860		60,569		-			3,911,429
Westside Village Market - Series A (1)	CA		3,543,911		133,672		-			3,677,583
Handsel Morgan Village Apartments (4)	GA		2,150,000		127,938		-			2,277,938
MaryAlice Circle Apartments (4)	GA		5,900,000		399,128		-			6,299,128
Copper Gate Apartments (1)	IN		4,715,000		-		-			4,715,000
Renaissance - Series A (2), (8)	LA		10,220,816		-		(1,120,559	)		9,100,257
Live 929 Apartments - Series 2022A (4)	MD		58,616,475		3,807,770		-			62,424,245
Woodington Gardens Apartments - Series A-1 (4)	MD		31,150,000		3,043,049		-			34,193,049
Meadow Valley (4), (7)	MI		42,157,948		-		(1,698,936	)		40,459,012
Jackson Manor Apartments (1), (8)	MS		4,769,999		-		(61,666	)		4,708,333
Village Point (5), (6)	NJ		23,000,000		-		(416,949	)		22,583,051
Silver Moon - Series A (2)	NM		7,377,683		549,683		-			7,927,366
Village at Avalon (1)	NM		15,628,902		1,108,750		-			16,737,652
Columbia Gardens (3)	SC		12,098,098		501,376		-			12,599,474
Companion at Thornhill Apartments (3)	SC		10,443,818		331,310		-			10,775,128
The Ivy Apartments (4), (8)	SC		30,555,975		-		(55,975	)		30,500,000
The Palms at Premier Park Apartments (1)	SC		17,517,830		-		-			17,517,830
The Park at Sondrio - Series 2022A (4)	SC		38,100,000		-		-			38,100,000
The Park at Vietti - Series 2022A (4)	SC		26,985,000		-		-			26,985,000
Village at River's Edge (3)	SC		9,454,389		757,578		-			10,211,967
Willow Run (3)	SC		11,929,967		493,859		-			12,423,826
Windsor Shores Apartments - Series A (4)	SC		21,545,000		-		-			21,545,000
Avistar at Copperfield - Series A (4)	TX		13,172,704		493,187		-			13,665,891
Avistar at the Crest - Series A (4)	TX		8,584,243		458,591		-			9,042,834
Avistar at the Crest - Series B	TX		709,460		24,394		-			733,854
Avistar at the Oaks - Series A (4)	TX		6,951,864		320,427		-			7,272,291
Avistar at the Oaks - Series B	TX		520,080		13,701		-			533,781
Avistar at the Parkway - Series A (2)	TX		12,057,789		435,839		-			12,493,628
Avistar at the Parkway - Series B	TX		122,021		12,776		-			134,797
Avistar at Wilcrest - Series A (4)	TX		4,992,188		159,910		-			5,152,098
Avistar at Wood Hollow - Series A (4)	TX		37,905,570		1,419,186		-			39,324,756
Avistar in 09 - Series A (4)	TX		6,002,660		290,413		-			6,293,073
Avistar in 09 - Series B	TX		429,019		12,210		-			441,229
Avistar on the Boulevard - Series A (4)	TX		14,624,193		655,850		-			15,280,043
Avistar on the Boulevard - Series B	TX		421,563		11,969		-			433,532
Avistar on the Hills - Series A (4)	TX		4,759,400		241,182		-			5,000,582
Bruton Apartments (3), (8)	TX		17,006,277		-		(78,262	)		16,928,015
Concord at Gulfgate - Series A (3)	TX		17,904,269		906,412		-			18,810,681
Concord at Little York - Series A (3)	TX		12,542,787		691,831		-			13,234,618
Concord at Williamcrest - Series A (3)	TX		19,430,121		1,027,636		-			20,457,757
Crossing at 1415 - Series A (3)	TX		6,964,949		184,075		-			7,149,024
Decatur Angle (3), (8)	TX		21,352,014		-		(168,210	)		21,183,804
Esperanza at Palo Alto (3)	TX		18,531,400		984,117		-			19,515,517
Heights at 515 - Series A (3)	TX		6,376,531		309,803		-			6,686,334
Heritage Square - Series A (2)	TX		10,000,817		312,367		-			10,313,184
Oaks at Georgetown - Series A (3)	TX		11,631,353		31,320		-			11,662,673
15 West Apartments (3)	WA		9,261,167		948,246		-			10,209,413
Aventine Apartments (4)	WA		9,500,000		1,004,584		-			10,504,584
Mortgage revenue bonds		$	997,159,975	$	30,612,431	$	(5,208,442	)	$	1,022,563,964

(1)

2024 PFA Securitization Bond associated with the 2024 PFA Securitization Transaction, Note 13.

(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 Mizuho in a debt financing transaction, Note 13.

(5)

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

(6)

As of the date presented, the Partnership determined that the unrealized loss on the MRB is a result of increasing market interest rates and is not considered a credit loss. As of March 31, 2025, the MRB has been in an unrealized loss position for at least 12 months.

(7)

The Partnership has a remaining MRB funding commitment of approximately $1.9 million as of March 31, 2025. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining funding commitment outstanding as of March 31, 2025 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss. As of March 31, 2025, the MRB has been in an unrealized loss position for more than 12 months.

(8)


	December 31, 2024
Description of Mortgage Revenue Bonds	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
The Safford (4)	AZ	$	37,435,466	$	1,523,170	$	-		$	38,958,636
40rty on Colony - Series P (4)	CA		5,962,217		459,328		-			6,421,545
CCBA Senior Garden Apartments (1), (8)	CA		3,720,209		-		(58,814	)		3,661,395
Courtyard - Series A (3)	CA		9,668,469		449,017		-			10,117,486
Glenview Apartments - Series A (2)	CA		4,248,118		170,362		-			4,418,480
Harmony Court Bakersfield - Series A (3)	CA		3,525,258		127,289		-			3,652,547
Harmony Terrace - Series A (3)	CA		6,527,329		288,190		-			6,815,519
Harden Ranch - Series A (1)	CA		6,256,135		260,476		-			6,516,611
Las Palmas II - Series A (3)	CA		1,598,957		61,427		-			1,660,384
Lutheran Gardens	CA		10,352,000		-		-			10,352,000
Montclair Apartments - Series A (2)	CA		2,301,443		98,596		-			2,400,039
Montecito at Williams Ranch Apartments - Series A (1)	CA		7,374,111		424,400		-			7,798,511
Montevista - Series A (1)	CA		6,556,878		602,131		-			7,159,009
Ocotillo Springs - Series A (1), (6)	CA		3,455,419		-		(224,262	)		3,231,157
Ocotillo Springs - Series A-1 (1)	CA		496,351		64,598		-			560,949
Residency at Empire - Series BB-1 (4)	CA		14,109,248		491,616		-			14,600,864
Residency at Empire - Series BB-2 (4)	CA		4,000,000		171,675		-			4,171,675
Residency at Empire - Series BB-3 (4)	CA		14,000,000		510,453		-			14,510,453
Residency at Empire - Series BB-4 (4)	CA		21,200,000		275,702		-			21,475,702
Residency at the Entrepreneur - Series J-1 (4), (8)	CA		9,078,496		-		(194,816	)		8,883,680
Residency at the Entrepreneur - Series J-2 (4), (8)	CA		7,500,000		-		(96,933	)		7,403,067
Residency at the Entrepreneur - Series J-3 (4), (8)	CA		26,080,000		-		(99,928	)		25,980,072
Residency at the Entrepreneur - Series J-4 (4)	CA		16,420,000		-		-			16,420,000
Residency at the Entrepreneur - Series J-5 (4)	CA		5,000,000		-		-			5,000,000
Residency at the Mayer - Series A (4)	CA		29,556,596		-		-			29,556,596
Residency at the Mayer - Series M (4)	CA		11,500,000		-		-			11,500,000
San Vicente - Series A (3)	CA		3,296,965		135,060		-			3,432,025
Santa Fe Apartments - Series A (2)	CA		2,788,112		123,270		-			2,911,382
Seasons at Simi Valley - Series A (3)	CA		4,025,911		272,883		-			4,298,794
Seasons Lakewood - Series A (3)	CA		6,953,024		306,985		-			7,260,009
Seasons San Juan Capistrano - Series A (3)	CA		11,706,622		516,863		-			12,223,485
Solano Vista - Series A (1)	CA		2,591,588		172,312		-			2,763,900
Summerhill - Series A (3)	CA		6,070,437		20,122		-			6,090,559
Sycamore Walk - Series A (3)	CA		3,330,230		44,181		-			3,374,411
The Village at Madera - Series A (3)	CA		2,915,662		112,779		-			3,028,441
Tyler Park Townhomes - Series A (1)	CA		5,445,686		-		-			5,445,686
Village at Hanford Square - Series H (4)	CA		10,400,000		619,721		-			11,019,721
Vineyard Gardens - Series A (1)	CA		3,839,951		281,057		-			4,121,008
Wellspring Apartments (1)	CA		3,880,455		119,584		-			4,000,039
Westside Village Market - Series A (1)	CA		3,558,747		132,773		-			3,691,520
Handsel Morgan Village Apartments (4)	GA		2,150,000		162,887		-			2,312,887
MaryAlice Circle Apartments (4)	GA		5,900,000		496,763		-			6,396,763
Copper Gate Apartments (1)	IN		4,715,000		-		-			4,715,000
Renaissance - Series A (2), (8)	LA		10,263,789		-		(836,645	)		9,427,144
Live 929 Apartments - Series 2022A (4)	MD		58,560,655		3,547,694		-			62,108,349
Woodington Gardens Apartments - Series A-1 (4)	MD		31,150,000		3,112,265		-			34,262,265
Meadow Valley (4), (7)	MI		41,162,263		-		(1,859,135	)		39,303,128
Jackson Manor Apartments (1)	MS		4,781,136		19,919		-			4,801,055
Village Point (5), (8)	NJ		23,000,000		-		(447,248	)		22,552,752
Silver Moon - Series A (2)	NM		7,398,857		571,694		-			7,970,551
Village at Avalon (1)	NM		15,665,803		1,241,389		-			16,907,192
Columbia Gardens (3)	SC		12,150,488		502,113		-			12,652,601
Companion at Thornhill Apartments (3)	SC		10,484,096		338,831		-			10,822,927
The Ivy Apartments (4)	SC		30,558,423		822,638		-			31,381,061
The Palms at Premier Park Apartments (1)	SC		17,590,997		27,389		-			17,618,386
The Park at Sondrio - Series 2022A (4)	SC		38,100,000		1,260,209		-			39,360,209
The Park at Vietti - Series 2022A (4)	SC		26,985,000		952,281		-			27,937,281
Village at River's Edge (3)	SC		9,477,407		832,313		-			10,309,720
Willow Run (3)	SC		11,981,345		494,536		-			12,475,881
Windsor Shores Apartments - Series A (4)	SC		21,545,000		718,755		-			22,263,755
Avistar at Copperfield - Series A (4)	TX		13,215,029		485,574		-			13,700,603
Avistar at the Crest - Series A (4)	TX		8,621,036		471,417		-			9,092,453
Avistar at the Crest - Series B	TX		711,315		24,748		-			736,063
Avistar at the Oaks - Series A (4)	TX		6,980,721		333,795		-			7,314,516
Avistar at the Oaks - Series B	TX		521,384		14,194		-			535,578
Avistar at the Parkway - Series A (2)	TX		12,101,645		422,358		-			12,524,003
Avistar at the Parkway - Series B	TX		122,165		13,232		-			135,397
Avistar at Wilcrest - Series A (4)	TX		5,008,228		155,503		-			5,163,731
Avistar at Wood Hollow - Series A (4)	TX		38,027,363		1,397,281		-			39,424,644
Avistar in 09 - Series A (4)	TX		6,027,577		302,568		-			6,330,145
Avistar in 09 - Series B	TX		430,095		12,653		-			442,748
Avistar on the Boulevard - Series A (4)	TX		14,686,873		671,717		-			15,358,590
Avistar on the Boulevard - Series B	TX		422,666		12,072		-			434,738
Avistar on the Hills - Series A (4)	TX		4,779,156		251,307		-			5,030,463
Bruton Apartments (3)	TX		17,050,526		-		-			17,050,526
Concord at Gulfgate - Series A (3)	TX		17,963,286		938,146		-			18,901,432
Concord at Little York - Series A (3)	TX		12,584,132		716,639		-			13,300,771
Concord at Williamcrest - Series A (3)	TX		19,494,168		1,064,065		-			20,558,233
Crossing at 1415 - Series A (3)	TX		6,989,209		179,154		-			7,168,363
Decatur Angle (3), (8)	TX		21,412,592		-		(149,516	)		21,263,076


	December 31, 2024
Description of Mortgage Revenue Bonds	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Esperanza at Palo Alto (3)	TX		18,576,657		1,168,859		-			19,745,516
Heights at 515 - Series A (3)	TX		6,398,741		312,241		-			6,710,982
Heritage Square - Series A (2)	TX		10,039,053		307,888		-			10,346,941
Oaks at Georgetown - Series A (3)	TX		11,664,053		214,123		-			11,878,176
15 West Apartments (3)	WA		9,283,990		1,025,529		-			10,309,519
Aventine Apartments (4)	WA		9,500,000		1,060,325		-			10,560,325
Mortgage revenue bonds		$	994,958,009	$	35,493,084	$	(3,967,297	)	$	1,026,483,796

(1)

2024 PFA Securitization Bond associated with the 2024 PFA Securitization Transaction, Note 13.

(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 Mizuho in a TOB trust financing transaction, Note 13.

(5)

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

(6)

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

(7)

The Partnership has a remaining MRB funding commitment of approximately $2.9 million as of December 31, 2024. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value (based on current fair value) as well as the unrealized loss on the Partnership’s remaining funding commitment outstanding as of December 31, 2024 (also based on current fair value). The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not considered a credit loss. As of December 31, 2024, the MRB has been in an unrealized loss position for more than 12 months.

(8)

The Partnership has accrued interest receivable related to its MRBs of approximately $5.3 million and approximately $5.3 million as of March 31, 2025 and December 31, 2024, respectively, that is reported as interest receivable, net in the Partnership's condensed consolidated balance sheets.

An entity that is an affiliate of the borrowers for the Residency at Empire, Residency at the Entrepreneur, and the Residency at the Mayer MRBs and taxable MRBs (Note 9) has provided full payment guaranties during the construction phase prior to stabilization. MRBs and taxable MRBs had total outstanding principal of $165.9 million and $9.0 million, respectively, as of March 31, 2025.

The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2025. See Note 16 for additional information regarding the Partnership’s MRB funding commitments.

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

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

Activity in the First Three Months of 2025

Amendments:

In March 2025, the Residency at the Mayer – Series A and Residency at the Mayer – Series M MRBs were amended. Previously, upon stabilization of the property, the Series A MRB would have been paid down to no more than $18.0 million and would have converted to a fixed interest rate of 4.90% and the Series M MRB would have paid down to no more than $5.0 million and converted to a fixed interest rate of SOFR plus 3.50% as of the stabilization date. The amendment to these MRBs has removed the Partnership’s post-stabilization funding commitment such that the Partnership’s MRBs will be either repurchased or redeemed by March 2026, and until such date the MRBs will bear interest at a variable interest rate of SOFR plus 3.60%.

During the first quarter of 2025, the Partnership recognized fees totaling approximately $565,000 in other income in connection with extensions of the maturity dates of the Residency at the Entrepreneur MRBs, the Residency at the Mayer MRBs, and the Residency at the Entrepreneur taxable MRB.

Redemptions:

The following MRB was redeemed at a price that approximated the outstanding principal balance plus accrued interest during the three months ended March 31, 2025:

         Property Name

         Month
Redeemed

         Property Location

         Units

         Original
Maturity Date

         Interest Rate

         Principal
Outstanding at Date
of Redemption

Lutheran Gardens

March 2025

Compton, CA

76

2/1/2025

4.90

10,352,000

Activity in the First Three Months of 2024

Acquisitions:

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

         Property Name

         Month
Acquired

         Property Location

         Units

         Maturity Date

         Interest Rate

         Initial Principal Funded

Residency at the Mayer - Series M (1)

March 2024

Hollywood, CA

79

4/1/2039

SOFR + 3.60%

(2)

11,500,000

(1)

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

(2)

The interest rate is subject to an all-in floor of 3.85%.

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. GILs do not constitute an obligation of any government, agency or authority and no government, agency or authority is liable for them, nor is the taxing power of any state government pledged to the payment of principal or interest on the GILs. Each GIL is secured by a mortgage on all real and personal property of the affordable multifamily property. The GILs share first mortgage lien positions with property loans and/or taxable GILs owned by the Partnership (Notes 6 and 9). Sources of the funds to pay principal and interest on a GIL consist of the net cash flow or the sale or refinancing proceeds from the secured property and limited-to-full payment guaranties provided by affiliates of the borrower.

All GILs were held in trust in connection with TOB trust financings as of March 31, 2025 and December 31, 2024 (Note 13), with the exception of the Natchitoches Thomas Apartments GIL. At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity at par if the property has reached stabilization and other conditions are met.

The Partnership had the following GIL investments as of March 31, 2025 and December 31, 2024:


							As of March 31, 2025
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		8/1/2025	SOFR + 3.07%	7.42%	$	34,620,000
Poppy Grove I (3), (4)	September 2022	Elk Grove, CA	147		10/1/2025	6.78%	6.78%		40,888,328
Poppy Grove II (3), (4)	September 2022	Elk Grove, CA	82		10/1/2025	6.78%	6.78%		24,050,000
Poppy Grove III (3), (4)	September 2022	Elk Grove, CA	158		10/1/2025	6.78%	6.78%		43,250,000
Sandy Creek Apartments (3)	August 2023	Bryan, TX	140		9/1/2026	SOFR + 2.80%	7.12%		12,100,000
Natchitoches Thomas Apartments (3), (5)	December 2024	Natchitoches, LA	120		7/1/2027	7.92%	7.92%		6,500,000
				894				$	161,408,328

(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 0.50%.

(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 Natchitoches Thomas Apartments GIL was considered to be available-for-sale sale and reported at fair value, which approximated amortized cost as of March 31, 2025. The Partnership expects to sell the GIL into the Construction Lending JV in the future.


							As of December 31, 2024
Property Name	Month Acquired	Property Location	Units		Maturity Date (1)	Interest Rate (2)	Current Interest Rate	Amortized Cost
Legacy Commons at Signal Hills (3)	January 2021	St. Paul, MN	247		2/1/2025	SOFR + 3.07%	7.60%	$	34,620,000
Osprey Village (3)	July 2021	Kissimmee, FL	383		2/1/2025	SOFR + 3.07%	7.64%		60,000,000
Willow Place Apartments (3)	September 2021	McDonough, GA	182		2/1/2025	SOFR + 3.30%	7.87%		20,702,594
Willow Place Apartments Supplemental	November 2023	McDonough, GA	n/a		2/1/2025	SOFR + 3.45%	8.02%		1,500,000
Poppy Grove I (3), (4)	September 2022	Elk Grove, CA	147		4/1/2025	6.78%	6.78%		35,688,328
Poppy Grove II (3), (4)	September 2022	Elk Grove, CA	82		4/1/2025	6.78%	6.78%		21,541,300
Poppy Grove III (3), (4)	September 2022	Elk Grove, CA	158		4/1/2025	6.78%	6.78%		33,550,000
Sandy Creek Apartments (3)	August 2023	Bryan, TX	140		9/1/2026	7.83% (5)	7.83%		12,100,000
Natchitoches Thomas Apartments (3), (6)	December 2024	Natchitoches, LA	120		7/1/2027	7.92%	7.92%		6,500,000
				1,459				$	226,202,222

(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)

(5)

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

(6)

The Natchitoches Thomas Apartments GIL was considered to be available-for-sale sale and reported at fair value, which approximated amortized cost as of December 31, 2024. The Partnership expects to sell the GIL into the Construction Lending JV in the future.

The Partnership has accrued interest receivable related to its GILs of approximately $1.0 million and approximately $1.4 million as of March 31, 2025 and December 31, 2024, 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 $46.7 million and $1.6 million, respectively, as of March 31, 2025. The guaranties relate to the Partnership’s investments in Legacy Commons at Signal Hills and Sandy Creek Apartments. The affiliates also provide guaranties for The Safford MRB and the Sandoval Flats property loan.

An entity that is an affiliate of the borrowers for the Poppy Grove GILs and Poppy Grove taxable GILs (Note 9) has provided payment guaranties with total outstanding principal of $108.2 million and $22.2 million, respectively, as of March 31, 2025.

The Partnership has remaining commitments to provide funding of certain GILs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2025. See Note 16 for further information regarding the Partnership’s remaining GIL funding commitments.

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

Activity in the First Three Months of 2025

During the three months ended March 31, 2025, the following GILs were 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
Osprey Village	January 2025	$	60,000,000
Willow Place Apartments	January 2025		20,702,594
Willow Place Apartments Supplemental	January 2025		1,500,000
		$	82,202,594

In January 2025, 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 2025.

In February 2025, the borrowers for Poppy Grove I, Poppy Grove II , and Poppy Grove III re-allocated $5.2 million, $1.8 million, and $5.7 million, respectively, from a taxable GIL (Note 9) to a GIL for each property. The Partnership received no net proceeds and advanced no net funding upon re-allocation.

In February 2025, the Partnership recognized fees totaling approximately $307,000 in other income in connection with the extension of the maturity dates of the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs to October 2025. There were no additional material changes to terms associated with the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs.

Activity in the First Three Months of 2024

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


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

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

6. Property Loans

The following tables summarize the Partnership’s property loans, net of asset-specific allowances for credit losses, as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
Sandy Creek Apartments	$	588,246	$	-		$	588,246	9/1/2026	SOFR + 3.35%
Subtotal		588,246		-			588,246

Mezzanine Financing (2)
SoLa Impact Opportunity Zone Fund	$	32,824,000	$	-		$	32,824,000	12/30/2025	7.875%
The Centurion Foundation		7,250,000		-			7,250,000	6/15/2039	10.50%
Subtotal		40,074,000		-			40,074,000

Other
The 50/50 (a former 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%
Sandoval Flats (3)		1,000,000		-			1,000,000	12/1/2027	7.48%
Subtotal		8,604,611		(495,000	)		8,109,611

Total	$	49,266,857	$	(495,000	)	$	48,771,857

(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 property loans are held in trust in connection with a TOB trust financing (Note 13).

(3)

The Sandoval Flats property loan was considered to be held-for-sale and reported at fair value, which approximated amortized cost as of March 31, 2025. The Partnership expects to sell the GIL into the Construction Lending JV in the future.


	December 31, 2024
	Outstanding Balance		Asset-Specific Allowance for Credit Losses			Property Loan Principal, net of allowance		Maturity Date	Interest Rate
Senior Construction Financing (1)
Sandy Creek Apartments		7,830,000		-			7,830,000	9/1/2026	8.63% (2)
Subtotal		7,830,000		-			7,830,000

Mezzanine Financing (3)
SoLa Impact Opportunity Zone Fund	$	33,380,000	$	-		$	33,380,000	12/30/2025	7.875%
The Centurion Foundation	$	7,250,000	$	-		$	7,250,000	6/15/2039	10.50%
Subtotal		40,630,000		-			40,630,000

Other
The 50/50 (a former 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%
Sandoval Flats (4)		1,000,000		-			1,000,000	12/1/2027	7.48%
Subtotal		8,604,611		(495,000	)		8,109,611

Total	$	57,064,611	$	(495,000	)	$	56,569,611

(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 by six 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).

(4)

The Sandoval Flats property loan was considered to be held-for-sale and reported at fair value, which approximated amortized cost as of December 31, 2024. The Partnership expects to sell the GIL into the Construction Lending JV in the future.

The Partnership has accrued interest receivable related to its property loans of approximately $299,000 and approximately $354,000 as of March 31, 2025 and December 31, 2024, respectively, that is reported as interest receivable, net in the Partnership’s condensed consolidated balance sheets.

The Partnership has remaining commitments to provide additional funding of certain property loans on a draw-down basis during construction of the secured properties as of March 31, 2025. See Note 16 for further information regarding the Partnership’s remaining property loan funding commitments.

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

Activity in the First Three Months of 2025

The following property loan principal payments were received during the three months ended March 31, 2025:


Property Name	Month Repaid	Principal Proceeds
Sandy Creek Apartments	January 2025	$	7,241,754
SoLa Impact Opportunity Zone Fund	March 2025		556,000
		$	7,797,754

Activity in the First Three Months of 2024

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


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

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 Properties guarantees a preferred return on the Partnership’s invested capital through a date approximately five years after commencement of construction in connection with each Vantage Property.

In October 2024, the Partnership entered into the Construction Lending JV to invest in loans to finance the construction and/or rehabilitation of affordable multifamily housing properties across the United States, such as the Partnership’s current GIL, taxable GIL and property loan investments. The Partnership will provide 10% of the capital for the Construction Lending JV with the remainder to be funded by a third-party investor with each party contributing its proportionate capital contributions upon funding of future investments. The Partnership’s initial maximum capital contribution to the Construction Lending JV is approximately $8.3 million. A wholly owned subsidiary of the Partnership is the Construction Lending JV’s managing member responsible for identifying, evaluating, underwriting, and closing investments, subject to the conditions of the joint venture and third-party investor evaluation and approval. The Partnership will earn proportionate returns on its invested capital plus promote income if the joint venture meets certain earnings thresholds. The Partnership will account for its investment in the Construction Lending JV using the equity method. There were no assets, liabilities, or net income of the Construction Lending JV as of and for the three months ended March 31, 2025.

The following table provides the details of the investments in unconsolidated entities as of March 31, 2025 and December 31, 2024:


Property Name	Location	Units			Construction Commencement Date	Construction Completion Date	Carrying Value as of March 31, 2025		Carrying Value as of December 31, 2024
Current Investments
Vantage at Hutto	Hutto, TX		288		December 2021	December 2023	$	14,808,715	$	14,573,715
Vantage at Loveland	Loveland, CO		288		April 2021	October 2024		21,098,735		26,560,347
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		13,535,176
Vantage at McKinney Falls	McKinney Falls, TX		288		December 2021	July 2024		15,633,593		15,633,593
Freestone Greeley	Greeley, CO		296		N/A	N/A		6,230,785		6,230,785
Freestone Cresta Bella	San Antonio, TX		296		February 2023	November 2024		17,291,943		16,759,593
Valage Senior Living Carson Valley	Minden, NV		102	(1)	February 2023	N/A		8,410,047		8,471,445
The Jessam at Hays Farm	Huntsville, AL		318		July 2023	N/A		18,037,286		17,696,609
Freestone Greenville	Greenville, TX		300		April 2024	N/A		21,253,203		20,853,691
Freestone Ladera	Ladera, TX		288		August 2024	N/A		16,598,455		9,804,364
Subtotal								167,988,619		165,209,999

Previously Sold Investments
Vantage at Tomball	Tomball, TX		288		August 2020	April 2022	$	-	$	14,199,870
							$	167,988,619	$	179,409,869

(1)

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

The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of March 31, 2025. See Note 16 for further details regarding the Partnership’s remaining funding commitments.

Activity in the First Three Months of 2025

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2025:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain on Sale
Vantage at Tomball	Tomball, TX		288	January 2025	$	14,199,870	$	-	$	-
Vantage at Coventry	Omaha, NE		294	(1)		5,220		-		5,220
					$	14,205,090	$	-	$	5,220

(1)

In February 2025, the Partnership received sales proceeds of approximately $5,000 associated with final settlements of the Vantage at Coventry sale in January 2023. The Partnership recognized the amount in “Gain on sale of investment in an unconsolidated entity” on the Partnership’s condensed consolidated statement of operations.

During the first three months of 2025, the Partnership advanced funds beyond its original commitments to Vantage at Hutto, Vantage at Loveland, and Freestone Cresta Bella totaling approximately $1.2 million to cover additional interest costs.

Activity in the First Three Months of 2024

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


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

(1)

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

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

Summarized Unconsolidated Entity Level Financial Data

The following table provides summary combined financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
	2025		2024
Property revenues	$	5,345,004	$	3,785,318
Gain on sale of property	$	7,680,673	$	-
Net income (loss)	$	5,161,862	$	(1,124,174	)

8. Real Estate Assets

The following tables summarize information regarding the Partnership’s real estate assets as of March 31, 2025 and December 31, 2024:


		March 31, 2025						December 31, 2024
Property Name	Location	Land and Land Improvements		Buildings and Improvements		Carrying Value		Land and Land Improvements		Buildings and Improvements		Carrying Value
Vantage at San Marcos (1)	San Marcos, TX	$	1,306,487	$	1,136,167	$	2,442,654	$	2,660,615	$	1,136,167	$	3,796,782
Land held for development	Richland County, SC		1,109,483		-		1,109,483		1,109,482		-		1,109,482
						$	3,552,137					$	4,906,264
Less accumulated depreciation							-						-
Real estate assets, net						$	3,552,137					$	4,906,264

(1)

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

In February 2025, Vantage at San Marcos received proceeds of approximately $1.4 million, net of selling costs, upon sale of a parcel of land. Proceeds from the sale were used to pay down outstanding principal on the associated mortgage payable (Note 14).

9. Other Assets

The following table summarizes the Partnership’s other assets as of March 31, 2025 and December 31, 2024:


	March 31, 2025			December 31, 2024
Deferred financing costs, net	$	565,005		$	653,510
Derivative instruments at fair value (Note 15)		3,831,729			6,980,820
Taxable mortgage revenue bonds, at fair value		34,416,164			26,671,085
Taxable governmental issuer loans:
Taxable governmental issuer loans		23,157,672			14,157,672
Allowance for credit losses (Note 10)		(141,000	)		(76,000	)
Taxable governmental issuer loans, net		23,016,672			14,081,672
Bond purchase commitment, at fair value (Note 16)		-			-
Other assets		2,091,163			1,462,333
Total other assets	$	63,920,733		$	49,849,420

The Partnership has remaining commitments to provide additional funding of the taxable MRBs and taxable GILs during construction and/or rehabilitation of the secured properties as of March 31, 2025. 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, taxable GILs, 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, taxable GILs and bond purchase commitments are recorded in the Partnership’s condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the assets.

As of March 31, 2025, nine taxable MRBs and three taxable GILs with reported principal values totaling approximately $56.4 million were held in trust in connection with TOB trust financings (Note 13).

Activity in the First Three Months of 2025

In February 2025, the borrower for the Poppy Grove I, Poppy Grove II, and Poppy Grove III taxable GILs re-allocated $5.2 million, $1.8 million, and $5.7 million, respectively, from a taxable GIL to a GIL (Note 5). There were no additional material changes to terms associated with the Poppy Grove I, Poppy Grove II, and Poppy Grove III GILs and taxable GILs. The following table summarizes terms of the principal repaid:

         Property Name

         Month
Repaid

         Property Location

         Units

         Original
Maturity Date

         Interest Rate

         Principal
Repaid

Poppy Grove I

February 2025

Elk Grove, CA

147

4/1/2025

6.78%

5,200,000

Poppy Grove II

February 2025

Elk Grove, CA

82

4/1/2025

6.78%

1,800,000

Poppy Grove III

February 2025

Elk Grove, CA

158

4/1/2025

6.78%

5,700,000

Total

12,700,000

Activity in the First Three Months of 2024

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

         Property Name

         Redemption Date

         Location

         Units

         Original
Maturity Date

         Interest Rate

         Principal
Outstanding at
Date of
Redemption

         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%.

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 months ended March 31, 2025:


	For the Three Months Ended March 31, 2025
	Governmental Issuer Loans			Taxable Governmental Issuer Loans		Property Loans			Unfunded Commitments			Total
Balance, beginning of period	$	1,038,000		$	76,000	$	1,930,000		$	186,000		$	3,230,000
Current provision for credit losses		(97,000	)		65,000		(72,000	)		(68,000	)		(172,000	)
Balance, end of period	$	941,000		$	141,000	$	1,858,000		$	118,000		$	3,058,000

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


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

The Partnership recorded a recovery of provision for credit losses of approximately $172,000 and approximately $806,000 for the three months ended March 31, 2025 and 2024, respectively. The decreases for the three months ended March 31, 2025 and 2024 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, taxable GILs, and property loans is at risk.

•

Watch – The underlying property associated with the GILs, taxable 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, taxable GILs, and property loans is not at material risk.

•

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

The following tables summarize the Partnership’s carrying value by acquisition year, grouped by risk rating as of March 31, 2025 and December 31, 2024:


	March 31, 2025
	2025		2024		2023		2022		2021		Prior		Total
Governmental Issuer Loans
Performing	$	-	$	-	$	12,100,000	$	108,188,328	$	34,620,000	$	-	$	154,908,328
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		-		12,100,000		108,188,328		34,620,000		-		154,908,328

Taxable Governmental Issuer Loans
Performing	$	-	$	-	$	-	$	22,157,672	$	-	$	-	$	22,157,672
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		-		-		22,157,672		-		-		22,157,672

Property Loans
Performing	$	-	$	7,250,000	$	588,246	$	39,933,611	$	-	$	-	$	47,771,857
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		495,000		495,000
Subtotal		-		7,250,000		588,246		39,933,611		-		495,000		48,266,857

Unfunded Commitments
Performing	$	-	$	-	$	-	$	23,291,300	$	-	$	-	$	23,291,300
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		-		-		23,291,300		-		-		23,291,300

Total	$	-	$	7,250,000	$	12,688,246	$	193,570,911	$	34,620,000	$	495,000	$	248,624,157


	December 31, 2024
	2024		2023		2022		2021		2020		Prior		Total
Governmental Issuer Loans
Performing	$	-	$	13,600,000	$	90,779,628	$	115,322,594	$	-	$	-	$	219,702,222
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		13,600,000		90,779,628		115,322,594		-		-		219,702,222

Taxable Governmental Issuer Loans
Performing	$	-	$	-	$	13,157,672	$	-	$	-	$	-	$	13,157,672
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		-		13,157,672		-		-		-		13,157,672

Property Loans
Performing	$	7,250,000	$	7,830,000	$	40,489,611	$	-		-	$	-	$	55,569,611
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-	$	-		495,000		495,000
Subtotal		7,250,000		7,830,000		40,489,611		-		-		495,000		56,064,611

Unfunded Commitments
Performing	$	-	$	-	$	49,700,000	$	-	$	-	$	-	$	49,700,000
Watch		-		-		-		-		-		-		-
Nonperforming		-		-		-		-		-		-		-
Subtotal		-		-		49,700,000		-		-		-		49,700,000

Total	$	7,250,000	$	21,430,000	$	194,126,911	$	115,322,594	$	-	$	495,000	$	338,624,505

The Partnership evaluates its outstanding principal and interest receivable balances associated with its GILs, taxable GILs, and property loans for collectability. If collection of these balances is not probable, the loan is placed on non-accrual status and either an asset-specific allowance for credit loss will be recognized or the outstanding balance will be written off. There are no GILs, taxable GILs, or property loans that are currently past due on contractual debt service payments and the Partnership considered all GILs, taxable GILs and property loans to be performing as of March 31, 2025, except as noted below. The Partnership currently has two property loans on nonaccrual status.

During the three months ended March 31, 2025 and 2024, the interest to be earned on the Live 929 Apartments property loan was in nonaccrual status. The discounted cash flow method used by management to establish the net realizable value of the property loan determined the collection of the interest accrued was not probable and the loan is considered to be nonperforming. The Live 929 Apartments property loan has outstanding principal of approximately $495,000 as of March 31, 2025 and December 31, 2024, which was fully reserved with an asset-specific allowance.

In December 2022, the Partnership received a property loan in exchange for the sale of its 100% interest in The 50/50 MF Property in the amount of $4.8 million. The property loan is unsecured, will be repaid from net cash flows of the property, and is subordinate to the mortgage debt of the property which was assumed by the buyer. The property loan is in non-accrual status as of March 31, 2025 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 as of March 31, 2025 and December 31, 2024.

Available-for-Sale Debt Securities

The Partnership records impairments for MRBs and taxable MRBs through an allowance for credit losses for the portion of the difference between the estimated fair value and amortized cost that is related to expected credit losses. The following table summarizes the changes in the Partnership’s allowance for credit losses for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
	2025			2024
Balance, beginning of period	$	4,128,849		$	9,910,079
Recovery of prior credit loss (1)		(16,967	)		(17,155	)
Balance, end of period (2)	$	4,111,882		$	9,892,924

(1)

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

(2)

The allowance for credit losses as of March 31, 2025 was related to the Live 929 Apartments – 2022A MRB. The allowance for credit losses as of March 31, 2024 was related to the Provision Center 2014-1 MRB and the Live 929 Apartments – 2022A MRB

11. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the Partnership’s accounts payable, accrued expenses and other liabilities as of March 31, 2025 and December 31, 2024:


	March 31, 2025		December 31, 2024
Accounts payable	$	1,504,796	$	2,183,546
Accrued expenses		3,512,121		5,076,445
Accrued interest expense		7,113,851		7,529,123
Deferred gain on sale of MF Property		6,596,622		6,596,622
Reserve for credit losses on unfunded commitments (Note 10)		118,000		186,000
Derivative instruments at fair value (Note 15)		1,400,096		609,766
Other liabilities		1,316,119		1,299,266
Total accounts payable, accrued expenses and other liabilities	$	21,561,605	$	23,480,768

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

12. Secured Lines of Credit

The following tables summarize the Partnership’s LOCs as of March 31, 2025 and December 31, 2024:


Secured Lines of Credit	Outstanding as of March 31, 2025		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
General LOC	$	50,000,000	$	50,000,000	June 2025 (1)	Variable (2)	Monthly		7.82	%
Acquisition LOC		8,500,000		50,000,000	June 2025 (3)	Variable (4)	Monthly		6.82	%
	$	58,500,000	$	100,000,000

(1)

The General LOC contains two one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited 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, 2024		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
General LOC	$	50,000,000	$	50,000,000	June 2025 (1)	Variable (2)	Monthly		8.03	%
Acquisition LOC		18,852,000		50,000,000	June 2025 (3)	Variable (4)	Monthly		7.02	%
	$	68,852,000	$	100,000,000

(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, seniors housing investments, and other real estate investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base. As of March 31, 2025, the borrowing base exceeded $50.0 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 March 31, 2025. 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 increases in the maximum commitment amount. The Partnership was in compliance with all covenants as of March 31, 2025.

Acquisition LOC

The Acquisition LOC has a commitment of up to $50.0 million that may be used to fund purchases of Financed Assets consisting 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. 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 March 31, 2025.

13. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of March 31, 2025 and December 31, 2024:


		Outstanding Debt Financings as of March 31, 2025, 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
M33 TEBS		$	27,966,555	$	2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			206,893,980		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			234,860,535								4.25%

2024 PFA Securitization Transaction		$	72,706,663	$	370,000	2039	Fixed	Yes	N/A	N/A	4.90%

TEBS Residual Financing		$	51,246,605	$	18,000	2034	Fixed	Yes	N/A	N/A	7.16%

TOB Trust Securitizations
Mizuho Capital Markets:
SoLa Impact Opportunity Zone Fund		$	22,965,161	(3)		2025	Variable	No	4.60%	1.78%	6.38%
The Park at Sondrio - Series 2022A			30,445,599	(3)		2028	Variable	Yes	3.15%	1.43%	4.58%
The Park at Vietti - Series 2022A			21,560,963	(3)		2028	Variable	Yes	3.15%	1.43%	4.58%
Residency at the Entrepreneur MRBs			34,060,000	(3)		2028	Variable	Yes	3.15%	1.45%	4.60%
Legacy Commons at Signal Hills GIL			31,155,000	(3)		2025	Variable	Yes	3.15%	0.91%	4.06%
Residency at Empire MRBs			48,430,019	(3)		2028	Variable	Yes	3.15%	1.42%	4.57%
The Ivy Apartments			24,368,688	(3)		2028	Variable	Yes	3.15%	1.44%	4.59%
Windsor Shores Apartments			17,213,483	(3)		2028	Variable	Yes	3.15%	1.44%	4.59%
Village at Hanford Square			7,781,494	(3)		2026	Variable	Yes	3.15%	1.44%	4.59%
MaryAlice Circle Apartments			4,702,520	(3)		2026	Variable	Yes	3.15%	1.44%	4.59%
Meadow Valley			31,472,062	(3)		2026	Variable	Yes	3.15%	1.44%	4.59%
40rty on Colony			4,452,924	(3)		2026	Variable	Yes	3.15%	1.44%	4.59%
Sandy Creek Apartments GIL			9,646,453	(3)		2026	Variable	Yes	3.15%	1.44%	4.59%
Residency at the Mayer MRBs			33,808,738	(3)		2026	Variable	Yes	3.15%	1.19%	4.34%
The Safford			34,304,607	(3)		2026	Variable	Yes	3.15%	1.44%	4.59%
Avistar at Wood Hollow - Series A			32,149,200	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Live 929			53,092,000	(3)		2027	Variable	Yes	3.15%	1.18%	4.33%
Woodington Gardens - Series A-1			24,850,356	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Aventine Apartments			7,564,303	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Avistar at Copperfield - Series A			11,196,949	(3)		2027	Variable	Yes	3.15%	1.68%	4.83%
Avistar at Wilcrest - Series A			4,240,948	(3)		2027	Variable	Yes	3.15%	1.68%	4.83%
Trust 2024-XF3219	(4)		46,478,701	(3)		2027	Variable	No	4.60%	1.79%	6.39%
The Centurion Foundation			5,053,902	(3)		2027	Variable	No	4.60%	1.79%	6.39%
Avistar at the Crest - Series A			7,218,816	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Avistar on the Blvd - Series A			12,021,389	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Avistar on the Hills - Series A			3,989,156	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Avistar at the Oaks - Series A			5,841,210	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Avistar in 09 - Series A			5,039,248	(3)		2027	Variable	Yes	3.15%	1.44%	4.59%
Barclays Capital Inc.:
Trust 2021-XF2953	(5)		17,722,363		-	2026	Variable	No	4.45%	1.27%	5.72%
Poppy Grove I GIL			32,682,943		-	2026	Variable	Yes	3.80%	1.25%	5.05%
Poppy Grove II GIL			19,225,398		-	2026	Variable	Yes	3.80%	1.25%	5.05%
Poppy Grove III GIL			34,575,943		-	2026	Variable	Yes	3.80%	1.25%	5.05%
Village Point			18,395,477		-	2026	Variable	Yes	3.80%	1.61%	5.41%
Subtotal/Weighed Average Period End Rate			697,706,013								4.84%


Total		$	1,056,519,816

(1)

The tax treatment of interest paid to the trust senior trust securities is dependent on the structure of the debt 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)

The Partnership has restricted cash totaling approximately $12.7 million related to its ISDA master agreement with Mizuho based on Mizuho’s valuations of the underlying assets and the Partnership’s derivative financial instruments.

(4)

The TOB trust is securitized by three MRBs, nine taxable MRBs, and one property loan.

(5)

The TOB trust is securitized by the Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GILs.


		Outstanding Debt Financings as of December 31, 2024, net		Restricted Cash		Stated Maturities	Interest Rate Type	Tax-Exempt Interest on Senior Securities (1)	Remarketing Senior Securities Rate (2)	Facility Fees	Period End Rates
TEBS Financings
M33 TEBS		$	28,153,143	$	2,606	2030	Fixed	Yes	N/A	N/A	3.24%
M45 TEBS			207,487,593		5,000	2034	Fixed	Yes	N/A	N/A	4.39%
Subtotal/Weighed Average Period End Rate			235,640,736								4.25%

2024 PFA Securitization Transaction		$	72,928,607	$	499,000	2039	Fixed	Yes	N/A	N/A	4.90%

TEBS Residual Financing		$	51,574,033	$	265,000	2034	Fixed	Yes	N/A	N/A	7.16%

TOB Trust Securitizations
Mizuho Capital Markets:
SoLa Impact Opportunity Zone Fund		$	23,353,548	(3)		2025	Variable	No	4.60%	1.78%	6.38%
The Park at Sondrio - Series 2022A			30,439,932	(3)		2025	Variable	Yes	3.94%	1.43%	5.37%
The Park at Vietti - Series 2022A			21,556,510	(3)		2025	Variable	Yes	3.94%	1.43%	5.37%
Residency at the Entrepreneur MRBs			34,060,000	(3)		2025	Variable	Yes	3.94%	1.45%	5.39%
Legacy Commons at Signal Hills GIL			31,155,000	(3)		2025	Variable	Yes	3.94%	0.91%	4.85%
Osprey Village GIL			49,475,000	(3)		2025	Variable	Yes	3.94%	1.19%	5.13%
Residency at Empire MRBs			42,456,840	(3)		2026	Variable	Yes	3.94%	1.42%	5.36%
The Ivy Apartments			24,364,083	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Windsor Shores Apartments			17,209,991	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Village at Hanford Square			7,777,224	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
MaryAlice Circle Apartments			4,698,486	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Meadow Valley			30,709,433	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
40rty on Colony			4,450,508	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Sandy Creek Apartments GIL			9,640,533	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Residency at the Mayer MRBs			33,806,861	(3)		2026	Variable	Yes	3.94%	1.19%	5.13%
The Safford			29,772,042	(3)		2026	Variable	Yes	3.94%	1.44%	5.38%
Avistar at Wood Hollow - Series A			32,254,020	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Live 929			53,092,000	(3)		2027	Variable	Yes	3.94%	1.18%	5.12%
Woodington Gardens - Series A-1			24,841,650	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Aventine Apartments			7,560,184	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar at Copperfield - Series A			11,232,828	(3)		2027	Variable	Yes	3.94%	1.68%	5.62%
Avistar at Wilcrest - Series A			4,255,827	(3)		2027	Variable	Yes	3.94%	1.68%	5.62%
Trust 2024-XF3219	(4)		46,436,706	(3)		2027	Variable	No	4.60%	1.79%	6.39%
The Centurion Foundation			5,051,557	(3)		2027	Variable	No	4.60%	1.79%	6.39%
Avistar at the Crest - Series A			7,240,898	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar on the Blvd - Series A			12,060,628	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar on the Hills - Series A			4,001,672	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar at the Oaks - Series A			5,858,331	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Avistar in 09 - Series A			5,053,972	(3)		2027	Variable	Yes	3.94%	1.44%	5.38%
Barclays Capital Inc.:
Trust 2021-XF2953	(5)		28,254,089		-	2025	Variable	No	4.45%	1.27%	5.72%
Poppy Grove I GIL			28,545,470		-	2025	Variable	Yes	4.05%	1.25%	5.30%
Poppy Grove II GIL			17,231,470		-	2025	Variable	Yes	4.05%	1.25%	5.30%
Poppy Grove III GIL			26,838,470		-	2025	Variable	Yes	4.05%	1.25%	5.30%
Village Point			18,394,018		-	2025	Variable	Yes	4.05%	1.61%	5.66%
Subtotal/Weighed Average Period End Rate			733,129,781								5.43%


Total		$	1,093,273,157

(1)

(2)

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

(3)

The Partnership has restricted cash totaling approximately $15.8 million related to its ISDA master agreement with Mizuho based on Mizuho’s valuations of the underlying assets and the Partnership’s derivative financial instruments.

(4)

The TOB trust is securitized by three MRBs, nine taxable MRBs, and one property loan.

(5)

The TOB trust is securitized by the Willow Place GIL & Supplemental GIL, Poppy Grove I taxable GIL, Poppy Grove II taxable GIL and Poppy Grove III taxable GIL.

The TOBs, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction are consolidated VIEs of the Partnership (Note 3). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction in Notes 4, 5, 6 and 9, respectively.

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

As the residual interest holder in the TEBS Residual Financing and 2024 PFA Securitization Transaction, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement or related credit enhancement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.

The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trusts with Mizuho and Barclays are subject to respective ISDA master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests must maintain a certain value in relation to the total assets in each TOB trust. The Mizuho and Barclays master agreements also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). In addition, both Mizuho and Barclays master agreements specify that default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the master agreement. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered. The Partnership was in compliance with these covenants as of March 31, 2025.

The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreements with Mizuho and Barclays related to the TOB Trusts. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Mizuho and Barclays at the initiation of each transaction. The Partnership had posted approximately $12.7 million and $15.8 million of cash collateral with Mizuho as of March 31, 2025 and December 31, 2024, respectively. There was no required cash collateral posted with Barclays as of March 31, 2025 or December 31, 2024.

As of March 31, 2025 and December 31, 2024, the Partnership posted restricted cash as contractually required under the terms of the TEBS Financings.

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

Activity in the First Three Months of 2025

New Debt Financings:

In February 2025, the Partnership deposited the re-allocated GIL principal of Poppy Grove I, Poppy Grove II, and Poppy Grove III (Note 5) into the TOB financing Trust 2021-XF2953 and received debt financing proceeds of approximately $10.2 million. The proceeds were used to paydown debt associated with the Poppy Grove I, Poppy Grove II, and Poppy Grove III taxable GILs that were also within the TOB financing Trust 2021-XF2953.

In March 2025, the Partnership transferred the re-allocated GIL principal of Poppy Grove I, Poppy Grove II, and Poppy Grove III (Note 5) from TOB financing Trust 2021-XF2953 to the respective Poppy Grove I GIL, Poppy Grove II GIL, and Poppy Grove III GIL TOB Trust financings for proceeds of $10.2 million.

Redemptions:

The following is a summary of the debt financing principal payments made in connection with the repayment of underlying assets during the three months ended March 31, 2025:


Debt Financing	Debt Facility	Month	Principal Paydown Applied
Trust 2024-XF3219 - Sandy Creek Taxable Loan	TOB Trust	January 2025	$	5,795,000
Osprey Village GIL	TOB Trust	January 2025		49,475,000
Trust 2021-XF2953 - Willow Place Apartments GIL	TOB Trust	January 2025		16,535,000
Trust 2021-XF2953 - Willow Place Apartments Supplemental GIL	TOB Trust	January 2025		1,200,000
Trust 2021-XF2953 - Poppy Grove I GIL	TOB Trust	March 2025		4,160,000
Trust 2021-XF2953 - Poppy Grove II GIL	TOB Trust	March 2025		1,440,000
Trust 2021-XF2953 - Poppy Grove III GIL	TOB Trust	March 2025		4,560,000
SoLa Impact Opportunity Zone Fund property loan	TOB Trust	March 2025		390,000
			$	83,555,000

Refinancing Activity:

In February 2025, the Partnership executed an extension of the maturity dates of The Park at Vietti - Series 2022A, The Park at Sondrio - Series 2022A, Residency at Empire MRBs, Windsor Shores Apartments, The Ivy Apartments, and Residency at the Entrepreneur MRBs TOB trust financings to January 2028. There were no additional changes to terms or fees associated with the extensions.

The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to January 2026. There were no additional changes to terms or fees associated with the extensions.

Activity in the First Three Months of 2024

New Debt Financings:

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

         TOB Trusts Securitization

         Initial TOB
Trust Financing

         Stated Maturity

         Interest Rate Type

         Tax-Exempt Interest on Senior Securities

         Facility Fees

Southpark MRB

9,840,000

June 2024

Variable

Yes

1.44%

Trust 2024-XF3219

21,795,000

February 2027

Variable

No

1.79%

Total TOB Trust Financings

31,635,000

Redemptions:

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


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

Future Maturities

The Partnership’s contractual maturities of borrowings as of March 31, 2025 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:


Remainder of 2025	$	214,308,471
2026		155,370,434
2027		194,311,705
2028		155,590,360
2029		10,606,158
Thereafter		331,138,658
Total		1,061,325,786
Unamortized deferred financing costs and debt premium		(4,805,970	)
Total debt financing, net	$	1,056,519,816

14. Mortgages Payable

The following is a summary of the Partnership's mortgage payable, net of deferred financing costs, as of March 31, 2025 and December 31, 2024:


Property Mortgage Payables	Outstanding Mortgage Payable as of March 31, 2025, net		Outstanding Mortgage Payable as of December 31, 2024, net		Year Acquired	Stated Maturity	Variable / Fixed	Period End Rate
Vantage at San Marcos (1)	$	310,219	$	1,664,347	2020	November 2025	Variable		8.25	%

(1)

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

In February 2025, Vantage at San Marcos paid down approximately $1.4 million outstanding principal of the associated mortgage payable with proceeds from sale of a parcel of land.

15. Derivative Instruments

The Partnership’s derivative instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations, with gains reported as a reduction to expenses. The following tables are a summary of the realized and unrealized gains and losses of the Partnership's derivative instruments for the three months ended March 31, 2025 and 2024:


	For the Three Months ended March 31, 2025
	Realized (gains) losses on derivatives, net			Unrealized (gains) losses on derivatives, net		Net result from derivative transactions
Interest rate swaps	$	(847,059	)	$	3,883,196	$	3,036,137


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

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

Interest Rate Swap Agreements

The Partnership has entered into multiple interest rate swap agreements to mitigate interest rate risk associated with variable rate TOB trust financings. No fees were paid to the counterparties upon closing of the interest rate swaps. The Partnership previously entered into an interest rate cap agreement to mitigate its exposure to interest rate risk associated with a variable rate debt financing facility.

The following tables summarize the Partnership’s interest rate derivative agreements as of March 31, 2025 and December 31, 2024:


			Fair Value as of March 31, 2025
Contract Type	Notional Amount		Asset		Liability			Weighted Average Remaining Maturity (Years)
Swaps
SOFR		412,171,424	$	3,831,729	$	(1,400,096	)		2.44


			Fair Value as of December 31, 2024
Contract Type	Notional Amount		Asset		Liability			Weighted Average Remaining Maturity (Years)
Swaps
SOFR		416,989,686	$	6,980,820	$	(609,766	)		2.68

The following table summarizes the average notional amount and weighted average fixed rate by year for our interest rate swaps as of March 31, 2025:


Year	Average Notional		Weighted Average Fixed Rate Paid
Remainder of 2025	$	307,461,918		3.38	%
2026		300,528,466		3.42	%
2027		217,943,332		3.50	%
2028		155,697,132		3.55	%
2029		119,142,299		3.47	%
2030		19,392,800		3.77	%
2031		11,799,667		3.79	%
2032		9,583,000		3.71	%
2033		6,577,667		3.84	%
2034		2,537,500		3.91	%

16. Commitments and Contingencies

Legal Proceedings

The Partnership, from time to time, is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur and the amount of the loss can be reasonably estimated, the estimated amount of the loss is accrued in the Partnership's condensed consolidated financial statements.

If the Partnership determines that a loss is reasonably possible, the Partnership will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While the resolution of these matters cannot be predicted with certainty, the Partnership currently believes there are no pending legal proceedings in which the Partnership is currently involved the outcome of which will have a material effect on the Partnership’s financial condition, results of operations, or cash flows.

Bond Purchase Commitments

The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded as gains or losses on the Partnership's condensed consolidated statements of comprehensive income (loss). The Partnership had no bond purchase commitments as of December 31, 2024. The following table summarizes the Partnership’s bond purchase commitments as of March 31, 2025:


Bond Purchase Commitments	Commitment Date	Maximum Committed Amounts Remaining		Interest Rate			Estimated Closing Date	Fair Value as of March 31, 2025
Kindred Apartments	March 2025	$	21,921,000		6.875	%	December 2027	$	-

Investment Commitments

The Partnership has remaining contractual commitments to provide additional funding of certain MRBs, taxable MRBs, GILs, taxable GILs, and property loans while the secured properties are under construction or rehabilitation. The Partnership’s remaining non-cancelable commitments for GILs, taxable GILs and property loans are subject to an allowance for credit losses, which was approximately $118,000 as of March 31, 2025. See Note 10 for additional information on the allowance for credit losses on such commitments. The Partnership also has outstanding contractual commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership’s total and remaining commitments as of March 31, 2025:


Property Name	Commitment Date	Asset Maturity Date	Interest Rate	Total Commitment		Remaining Commitment as of March 31, 2025
Mortgage Revenue Bonds
Meadow Valley	December 2021	December 2029	6.25%	$	44,000,000	$	1,935,000
Residency at Empire - Series BB-4	December 2022	December 2040	6.45% (1)		47,000,000		18,350,000
Subtotal					91,000,000		20,285,000

Taxable Mortgage Revenue Bonds
Residency at Empire - Series BB-T	December 2022	December 2025 (2)	7.45%	$	9,404,500	$	8,404,500

Governmental Issuer Loans
Poppy Grove III	September 2022	October 2025	6.78%	$	44,819,507	$	1,569,507
Natchitoches Thomas Apartments	December 2024	July 2027 (2)	7.92%		19,000,000		12,500,000
Subtotal					63,819,507		14,069,507

Taxable Governmental Issuer Loans
Poppy Grove II	September 2022	October 2025	6.78%	$	9,141,300	$	3,941,300
Poppy Grove III	September 2022	October 2025	6.78%		18,780,493		17,780,493
Natchitoches Thomas Apartments	December 2024	July 2027 (2)	7.92%		4,000,000		3,000,000
Subtotal					31,921,793		24,721,793

Property Loans
Sandoval Flats	November 2024	December 2027 (2)	7.48%	$	29,846,000	$	28,846,000

Equity Investments
Vantage at San Marcos (3), (4)	November 2020	N/A	N/A	$	9,914,529	$	8,943,914
Freestone Greeley (4)	October 2022	N/A	N/A		16,035,710		10,562,345
Freestone Ladera	December 2023	N/A	N/A		17,097,624		1,161,484
Subtotal					43,047,863		20,667,743

Bond Purchase Commitments
Kindred Apartments	March 2025	December 2027	6.875%	$	21,921,000	$	21,921,000

Total Commitments				$	290,960,663	$	138,915,543

(1)

Upon stabilization, the MRB will convert to a fixed rate of 10.00% and become subordinate to the other senior MRBs of the borrower.

(2)

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

(3)

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

(4)

A development site has been identified for this property but construction had not commenced as of March 31, 2025.

In addition, the Partnership is committed to funding 10% of the capital for the Construction Lending JV with the remainder to be funded by a third-party investor with each party contributing its proportionate capital contributions upon funding of future investments. The Partnership’s capital will be contributed on a draw-down basis over the term of the underlying investments of the Construction Lending JV. As of March 31, 2025, the Partnership’s maximum capital commitment is approximately $8.3 million. However, the maximum commitment may increase if additional third-party capital commitments are obtained by the Construction Lending JV.

Construction Loan Guaranties

The Partnership entered into limited guaranty agreements for bridge loans related to certain investments in unconsolidated entities. The Partnership will only have to perform on the guaranties if a default by the borrower were to occur. The Partnership has not accrued any amount for these contingent liabilities because the Partnership believes the likelihood of guaranty claims is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of March 31, 2025:


Borrower	Guaranty Maturity	Maximum Balance Available on Loan		Loan Balance as of March 31, 2025		Partnership's Maximum Exposure as of March 31, 2025		Guaranty Terms
Vantage at McKinney Falls	2026	$	35,850,000	$	35,850,000	$	17,925,000	(1)
Vantage at Hutto	2026		35,000,000		35,000,000	$	17,500,000	(1)
Vantage at Loveland	2026		47,000,000		47,000,000	$	23,500,000	(1)

(1)

The Partnership’s guaranty is for 50% of the loan balance. The Partnership has guaranteed up to 100% of the outstanding loan balance upon the occurrence of fraud or other willful misconduct by the borrower or if the borrower voluntarily files for bankruptcy. The guaranty agreement requires the Partnership to maintain a minimum net worth of not less than $100.0 million and maintain liquid assets of not less than $6.3 million at the end of each quarter. The Partnership was in compliance with these requirements as of March 31, 2025. The Partnership has also provided indemnification to the lender for various costs including interest expenses, environmental non-compliance and remediation during the term. The Partnership has also provided indemnification to the lender for Vantage at McKinney Falls and Vantage at Loveland for certain operating costs.

Other Guaranties and Commitments

The Partnership has entered into guaranty agreements with unaffiliated entities under which the Partnership has guaranteed certain obligations of the general partners of certain limited partnerships upon the occurrence of a “repurchase event.” Potential repurchase events include LIHTC recapture and foreclosure. The Partnership’s maximum exposure is limited to 75% of the equity contributed by the limited partner to each limited partnership. No amount has been accrued for these guaranties because the Partnership believes the likelihood of repurchase events is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of March 31, 2025:


Limited Partnership(s)	End of Guaranty Period	Partnership's Maximum Exposure as of March 31, 2025
Ohio Properties	2026	$	1,609,695
Greens of Pine Glen, LP	2027		1,278,767

In December 2022, the Partnership sold 100% of its ownership interest in The 50/50 MF Property to an unrelated non-profit organization. The buyer assumed two mortgages payable associated with the property and the Partnership agreed to provide certain recourse support for the assumed mortgages. The TIF Loan was paid off in June 2024, and the Partnership does not have exposure as of March 31, 2025. The mortgage support is in the form of a forward loan purchase agreement upon maturity of the mortgage. The reported value of the credit guaranty was approximately $317,000 and $319,000 as of March 31, 2025 and December 31, 2024, respectively, and are included within other liabilities in the Partnership's condensed consolidated balance sheets. No additional contingent liability has been accrued because the likelihood of claims is remote. The Partnership's remaining forward loan purchase agreement expires in 2027 and its maximum exposure as of March 31, 2025 was approximately $21.1 million.

The Partnership has entered into various forward loan purchase agreements associated with construction loans for its investments in unconsolidated entities. Under these agreements, the Partnership will purchase a loan from the construction lender at maturity of the construction loan, which is typically five to seven years from closing, if not otherwise repaid by the borrower entity. The Partnership has the right to cure any defaults under the construction loan agreement that otherwise could accelerate the maturity of the construction loan. In addition, if the Partnership is required to perform under a forward loan purchase agreement, then it has the right to remove the managing member of the borrower entity, take ownership of the underlying property, and either sell the property or obtain replacement financing. Certain forward loan purchase agreements are only effective upon the receipt by the property of a certificate of occupancy by the borrower entity while others are effective as of the construction loan closing. The Partnership has recourse to the managing member of the borrower entity and/or the project’s general contractor for those agreements that are effective prior to the receipt of a certificate of occupancy. Total construction loan balances associated with effective forward loan purchase agreements are $104.5 million as of March 31, 2025. The Partnership has not recorded any non-contingent or contingent liabilities related to the forward loan purchase agreements as such amounts are deemed minimal.

17. Redeemable Preferred Units

The Partnership has designated three series of non-cumulative, non-voting, non-convertible Preferred Units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder. If declared by the General Partner, distributions to the holders of Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units, are paid quarterly at annual fixed rates of 3.0%, 3.0% and 5.75%, respectively. The Partnership did not have any outstanding Series A Preferred Units as of March 31, 2025 and does not expect to issue any new Series A Preferred Units in the future.

The Partnership filed a registration statement on Form S-3 for the registration of up to 10,000,000 of Series B Preferred Units, which was declared effective by the SEC on September 27, 2024. The Partnership has issued 2,000,000 Series B Preferred Units under this offering as of March 31,2025.

The following table summarizes the Partnership’s outstanding Preferred Units as of March 31, 2025 and December 31, 2024:


	March 31, 2025
Month Issued	Units		Purchase Price		Distribution Rate			Redemption Price per Unit		Earliest Redemption Date
Series A-1 Preferred Units
April 2022		2,000,000	$	20,000,000		3.00	%	$	10.00	April 2028
October 2022		1,000,000		10,000,000		3.00	%		10.00	October 2028
February 2023		1,500,000		15,000,000		3.00	%		10.00	February 2029
June 2023		1,000,000		10,000,000		3.00	%		10.00	June 2029
Total Series A-1 Preferred Units		5,500,000		55,000,000

Series B Preferred Units
January 2024		1,750,000	$	17,500,000		5.75	%	$	10.00	January 2030
February 2024		500,000		5,000,000		5.75	%		10.00	February 2030
March 2025		2,000,000		20,000,000		5.75	%		10.00	March 2031
Total Series B Preferred Units		4,250,000		42,500,000

Redeemable Preferred Units outstanding as of March 31, 2025		9,750,000	$	97,500,000


	December 31, 2024
Month Issued	Units		Purchase Price		Distribution Rate			Redemption Price per Unit
Series A-1 Preferred Units
April 2022		2,000,000	$	20,000,000		3.00	%	$	10.00
October 2022		1,000,000		10,000,000		3.00	%		10.00
February 2023		1,500,000		15,000,000		3.00	%		10.00
June 2023		1,000,000		10,000,000		3.00	%		10.00
Total Series A-1 Preferred Units		5,500,000		55,000,000

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

Redeemable Preferred Units outstanding as of December 31, 2024		7,750,000	$	77,500,000

18. Restricted Unit Awards

The Partnership’s Equity Incentive Plan permits the grant of restricted units and other awards to the employees of Greystone Manager, the Partnership, or any affiliate of either, and members of the Board of Managers for up to 1.0 million BUCs. As of March 31, 2025, there were approximately 185,000 restricted units and other awards available for future issuance under the Equity Incentive Plan. RUAs have historically been granted with vesting conditions ranging from three months to up to three years. Unvested RUAs are typically entitled to receive distributions during the restriction period. The Equity Incentive Plan provides for accelerated vesting of the RUAs if there is a change in control related to the Partnership, the General Partner, or the general partner of the General Partner, or upon death or disability of the Equity Incentive Plan participant.

The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The compensation expense for RUAs totaled approximately $234,000 and $332,000 for the three months ended March 31, 2025 and 2024, respectively. Compensation expense is reported within “General and administrative expenses” on the Partnership’s condensed consolidated statements of operations.

The following table summarizes the RUA activity for the three months ended March 31, 2025 and for the year ended December 31, 2024:


	Restricted Units Awarded			Weighted average Grant-date Fair Value
Unvested as of January 1, 2024		95,600			18.18
Granted		109,581			16.62
Vested		(105,722	)		17.70
Unvested as of December 31, 2024		99,459			16.96
Granted		142,102			12.36
Forfeited		(15,350	)		14.46
Unvested as of March 31, 2025		226,211		$	14.24

The unrecognized compensation expense related to unvested RUAs granted under the Equity Incentive Plan was approximately $2.2 million as of March 31, 2025. The remaining compensation expense is expected to be recognized over a weighted average period of 1.3 years. The total intrinsic value of unvested RUAs was approximately $2.8 million as of March 31, 2025.

19. Transactions with Related Parties

The Partnership incurs costs for services and makes contractual payments to the General Partner, Greystone Manager, and their affiliates. The costs are reported either as expenses or capitalized costs depending on the nature of each item. The following table summarizes transactions with related parties that are reported in the Partnership's condensed consolidated financial statements for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
	2025		2024
Partnership administrative fees paid to the General Partner (1)	$	1,598,000	$	1,486,000
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities (2)		64,000		20,000
Referral fees paid to an affiliate (3)		-		-
Servicing fees paid to an affiliate (4)		11,000		-

(1)

The General Partner is entitled to receive an administrative fee from the Partnership equal to 0.45% per annum of the outstanding principal balance of any of its investment assets for which the owner of the financed property or other third party is not obligated to pay such administrative fee directly to the General Partner. The disclosed amounts represent administrative fees paid or accrued during the periods specified and are reported within “General and administrative expenses” on the Partnership’s condensed consolidated statements of operations.

(2)

The Partnership pays franchise margin taxes on revenues in Texas related to its investments in unconsolidated entities. Such taxes are paid by the Partnership as the unconsolidated entities are required by tax regulations to be included in the Partnership’s group franchise tax return. Since the Partnership is reimbursed for the franchise margin taxes paid on behalf of the unconsolidated entities, these taxes are not reported on the Partnership’s condensed consolidated statements of operations.

(3)

The Partnership has an agreement with an affiliate of Greystone, in which the Greystone affiliate is entitled to receive a referral fee up to 0.25% of the original principal amount of executed tax-exempt loan or tax-exempt bond transactions introduced to the Partnership by the Greystone affiliate. The term of the agreement ends December 31, 2025, unless the parties mutually agree to extend the term. The Partnership accounts for referral fees as bond acquisition costs that are deferred and amortized as a yield adjustment to the related investment asset.

(4)

Greystone Servicing, an affiliate of the Partnership, is the servicer for the 2024 PFA Securitization Bonds.

The General Partner receives fees from the borrowers and sponsors of the Partnership’s investment assets for services provided to the borrower and based on the occurrence of certain investment transactions. These fees were paid by the borrowers or sponsors and are not reported in the Partnership’s condensed consolidated financial statements. The following table summarizes transactions between borrowers of the Partnership’s affiliates for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
	2025		2024
Investment/mortgage placement fees earned by the General Partner (1)	$	164,000	$	25,000

(1)

The General Partner received placement fees in connection with the acquisition of certain MRBs, taxable MRBs, GILs, taxable GILs and property loans and investments in unconsolidated entities.

As of March 31, 2025, Greystone Servicing, an affiliate of the Partnership, has forward committed to purchase six of the Partnership’s GILs (Note 5), once certain conditions are met, at a price equal to the outstanding principal plus accrued interest. Greystone Servicing is committed to then immediately sell the GILs to Freddie Mac pursuant to a financing commitment between Greystone Servicing and Freddie Mac. Greystone Servicing purchased the following GILs during the three months ended March 31, 2025, including principal and accrued interest:

•

Willow Place GIL for approximately $20.8 million in January 2025; and

•

Osprey Village GIL for approximately $60.4 million in January 2025.

An affiliate of the Partnership, Greystone Bridge Lending Fund Manager LLC, entered into an investment management agreement in October 2024 to provide various investment management services for the Construction Lending JV. No fees were paid to Greystone Bridge Lending Fund Manager LLC during the three months ended March 31, 2025.

Greystone Select, an affiliate of the Partnership, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement related to the Partnership's General LOC (Note 12). The guaranty is enforceable if an event of default occurs, the administrative agent takes certain actions in relation to the collateral and the amounts due under the Secured Credit Agreement are not collected within a certain period of time after the commencement of such actions. No fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership reported receivables due from unconsolidated entities of approximately $162,000 and $98,000 as of March 31, 2025 and December 31, 2024, respectively. These amounts are reported within “Other assets” in the Partnership's condensed consolidated balance sheets. The Partnership had outstanding liabilities due to related parties totaling approximately $614,000 and $1,182,000 as of March 31, 2025 and December 31, 2024, respectively. These amounts are reported within “Accounts payable, accrued expenses and other liabilities” on the Partnership's condensed consolidated balance sheets.

20. Fair Value of Financial Instruments

Current accounting guidance on fair value measurements establishes a framework for measuring fair value and provides for expanded disclosures about fair value measurements. The guidance:

•

Defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date; and

•

Establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability on the measurement date.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:

•

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 inputs are unobservable inputs for assets or liabilities.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for the assets and liabilities measured at fair value on a recurring basis.

Investments in MRBs, Taxable MRBs and Bond Purchase Commitments

The fair value of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of March 31, 2025 and December 31, 2024, is based upon prices obtained from third-party pricing services, which are estimates of market prices. There is no active trading market for these securities, and price quotes for the securities are not available. The valuation methodology of the Partnership’s third-party pricing services incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each security as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, illiquidity, legal structure of the borrower, collateral, seniority to other obligations, operating results of the underlying property, geographic location, and property quality. These characteristics are used to estimate an effective yield for each security. The security fair value is estimated using a discounted cash flow and yield to maturity or call analysis by applying the effective yield to contractual cash flows. Significant increases (decreases) in the effective yield would have resulted in a significantly lower (higher) fair value estimate. Changes in fair value due to an increase or decrease in the effective yield do not impact the Partnership’s cash flows.

The Partnership evaluates pricing data received from the third-party pricing services by evaluating consistency with information from either the third-party pricing services or public sources. The fair value estimates of the MRBs, taxable MRBs and bond purchase commitments are based largely on unobservable inputs believed to be used by market participants and requires the use of judgment on the part of the third-party pricing services and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments are categorized as Level 3 assets.

The range of effective yields and weighted average effective yields of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of March 31, 2025 and December 31, 2024 are as follows:


	Range of Effective Yields		Weighted Average Effective Yields (1)
Security Type	March 31, 2025	December 31, 2024	March 31, 2025			December 31, 2024
Mortgage revenue bonds	3.4% - 8.4%	3.7% - 8.4%		5.5	%		5.5	%
Taxable mortgage revenue bonds	6.6% - 11.5%	7.1% - 11.9%		8.3	%		8.7	%
Bond purchase commitments	6.9%	n/a		6.9	%	n/a

(1)

Weighted by the total principal outstanding of all the respective securities as of the reporting date.

Derivative Instruments

The effect of the Partnership’s interest rate swap agreements is to change a variable rate debt obligation to a fixed rate for that portion of the debt equal to the notional amount of the derivative agreement. The Partnership uses a third-party pricing service that incorporates commonly used market pricing methods to value the interest rate swaps. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements and therefore the interest rate swaps are categorized as Level 2 assets or liabilities.

The effect of the Partnership’s interest rate cap was to set a cap, or upper limit, subject to performance of the counterparty, on the base rate of interest paid on the Partnership’s variable rate debt financings equal to the notional amount of the derivative agreement. The Partnership used a third-party pricing service to value the interest rate cap. The inputs into the interest rate cap agreements valuation model included SOFR rates, unobservable adjustments to account for the SIFMA index, as well as any recent interest rate cap trades with similar terms. The fair value was based on a model with inputs that are not observable and therefore the interest rate cap is categorized as a Level 3 asset.

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 are summarized as follows:


	Fair Value Measurements as of March 31, 2025
Description	Assets and Liabilities at Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets and Liabilities
Mortgage revenue bonds	$	1,022,563,964		$	-	$	-		$	1,022,563,964
Taxable mortgage revenue bonds (reported within other assets)		34,416,164			-		-			34,416,164
Derivative instruments (reported within other assets)		3,831,729			-		3,831,729			-
Derivative swap liability (reported within other liabilities)		(1,400,096	)		-		(1,400,096	)		-
Bond purchase commitments (reported within other liabilities)		-			-		-			-
Total Assets and Liabilities at Fair Value, net	$	1,059,411,761		$	-	$	2,431,633		$	1,056,980,128

The following table summarizes the activity related to Level 3 assets for the three months ended March 31, 2025:


	For the Three Months Ended March 31, 2025
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Mortgage Revenue Bonds			Bond Purchase Commitments		Taxable Mortgage Revenue Bonds			Total
Beginning Balance January 1, 2025	$	1,026,483,796		$	-	$	26,671,085		$	1,053,154,881
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)		22,059			-		(3,312	)		18,747
Included in other comprehensive income		(6,121,797	)		-		486,738			(5,635,059	)
Purchases and advances		14,101,043			-		7,400,000			21,501,043
Settlements and redemptions		(11,921,137	)		-		(138,347	)		(12,059,484	)
Ending Balance March 31, 2025	$	1,022,563,964		$	-	$	34,416,164		$	1,056,980,128
Total amount of gains for the period included in earnings attributable to the change in unrealized losses relating to assets or liabilities held on March 31, 2025	$	16,967		$	-	$	-		$	16,967

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 are summarized as follows:


	Fair Value Measurements as of December 31, 2024
Description	Assets and Liabilities at Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets and Liabilities
Mortgage revenue bonds	$	1,026,483,796		$	-	$	-		$	1,026,483,796
Taxable mortgage revenue bonds (reported within other assets)		26,671,085			-		-			26,671,085
Derivative instruments (reported within other assets)		6,980,820			-		6,980,820			-
Derivative swap liability (reported within other liabilities)		(609,766	)		-		(609,766	)		-
Total Assets and Liabilities at Fair Value, net	$	1,059,525,935		$	-	$	6,371,054		$	1,053,154,881

The following table summarizes the activity related to Level 3 assets and liabilities for the three months ended March 31, 2024:


	For the Three Months Ended March 31, 2024
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Mortgage Revenue Bonds			Bond Purchase Commitments			Taxable Mortgage Revenue Bonds			Derivative Instruments			Total
Beginning Balance January 1, 2024	$	930,675,295		$	197,788		$	21,460,288		$	265		$	952,333,636
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)		71,383			-			(6,050	)		(231	)		65,102
Included in other comprehensive income		(12,038,314	)		(62,959	)		29,577			-			(12,071,696	)
Purchases and advances		26,297,798			-			1,000,000			-			27,297,798
Settlements and redemptions		(2,260,565	)		-			(11,503,059	)		-			(13,763,624	)
Ending Balance March 31, 2024	$	942,745,597		$	134,829		$	10,980,756		$	34		$	953,861,216
Total amount of gains (losses) for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities held on March 31, 2024	$	17,155		$	-		$	-		$	(231	)	$	16,924

The Partnership considered the Natchitoches Thomas Apartments GIL and taxable GIL to be available-for-sale securities as of March 31, 2025 and December 31, 2024. The Partnership also considered the Sandoval Flats property loan to be held-for-sale as of March 31, 2025 and December 31, 2024. These assets are reported at fair value as of March 31, 2025 and December 31, 2024, which in all cases, approximated the carrying value with no unrealized gains or losses.

Total gains and losses included in earnings for the derivative instruments are reported within “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations.

As of March 31, 2025 and December 31, 2024, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s GILs, taxable GILs, and construction financing property loans that share a first mortgage lien with the GILs, which is an estimate of their market price. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of the GILs and property loans as well as other quantitative and qualitative characteristics including, but not limited to, the progress of construction and operations of the underlying properties, and the financial capacity of guarantors. The valuation methodology also considers the probability that conditions for the execution of forward commitments to purchase the GILs will be met. Due to the judgments involved, the fair value measurements of the Partnership’s GILs, taxable GIL, and construction financing property loans are categorized as Level 3 assets. The estimated fair value of the GILs and taxable GILs was $162.5 million and $22.8 million as of March 31, 2025, respectively. The estimated fair value of the GILs and taxable GILs was $226.7 million and $13.9 million as of December 31, 2024, respectively. The fair value of the construction financing property loans approximated amortized cost as of March 31, 2025 and December 31, 2024.

As of March 31, 2025 and December 31, 2024, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s financial liabilities, which are estimates of market prices. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each financial liability as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, legal structure, seniority to other obligations, operating results of the underlying assets, and asset quality. The financial liability values are then estimated using a discounted cash flow and yield to maturity or call analysis.

The Partnership evaluates pricing data received from the third-party pricing service, including consideration of current market interest rates, quantitative and qualitative characteristics of the underlying collateral, and other information from either the third-party pricing service or public sources. The fair value estimates of these financial liabilities are based largely on unobservable inputs believed to be used by market participants and require the use of judgment on the part of the third-party pricing service and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s financial liabilities are categorized as Level 3 liabilities. The TEBS financings are credit enhanced by Freddie Mac. The TOB trust financings are credit enhanced by either Mizuho or Barclays. The table below summarizes the fair value of the Partnership’s financial liabilities as of March 31, 2025 and December 31, 2024:


	March 31, 2025				December 31, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Liabilities:
Debt financing	$	1,056,519,816	$	1,056,963,173	$	1,093,273,157	$	1,093,729,911
Secured lines of credit		58,500,000		58,500,000		68,852,000		68,852,000
Mortgages payable		310,219		310,219		1,664,347		1,664,347

21. Income Taxes

The Partnership recognizes income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owned The 50/50 MF Property until December 2022, and also owns certain property loans and real estate. The following table summarizes income tax expense (benefit) for the three months ended March 31, 2025 and 2024:


	For the Three Months Ended March 31,
	2025			2024
Current income tax expense (benefit)	$	(3,960	)	$	(4,196	)
Deferred income tax expense (benefit)		1,227			2,998
Total income tax expense (benefit)	$	(2,733	)	$	(1,198	)

The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was no valuation allowance recorded as of March 31, 2025 and December 31, 2024.

22. Partnership Income, Expenses and Distributions

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

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

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

23. Net income per BUC

The Partnership has disclosed basic and diluted net income per BUC in the Partnership's condensed consolidated statements of operations. The unvested RUAs issued under the Equity Incentive Plan are considered participating securities and are potentially dilutive. There were no dilutive BUCs for the three months ended March 31, 2025 and 2024.

24. Segments

As of March 31, 2025, the Partnership had four reportable segments: (1) Affordable Multifamily Investments, (2) Seniors and Skilled Nursing Investments, (3) MF Properties, and (4) Market-Rate Joint Venture Investments. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments. The Partnership’s chief operating decision maker is the Chief Executive Officer, who uses net income (loss) to monitor segment performance against budgeted results and to allocate resources. The chief operating decision maker uses this analysis to prioritize investments and guide strategic decisions by segment to ensure alignment with the Partnership’s overall objectives.

Affordable Multifamily Investments Segment

The Affordable Multifamily Investments segment consists of the Partnership’s portfolio of MRBs, GILs and related taxable MRBs, taxable GILs, and property loans that have been issued to provide construction and/or permanent financing for multifamily residential and commercial properties in their market areas. Such MRBs and GILs are held as investments and the taxable MRBs, taxable GILs, and property loans, net of loan loss allowances, are reported as such on the Partnership's condensed consolidated balance sheets. As of March 31, 2025, the Partnership reported 83 MRBs and six GILs in this segment. As of March 31, 2025, the multifamily residential properties securing the MRBs and GILs contain a total of 10,842 and 894 multifamily rental units, respectively. All “General and administrative expenses” on the Partnership's condensed consolidated statements of operations are reported within this segment.

Seniors and Skilled Nursing Investments Segment

The Seniors and Skilled Nursing Investments segment consists of two MRBs that have been issued to provide acquisition, construction and/or permanent financing for seniors housing and skilled nursing properties and a property loan associated with a lease of essential healthcare support buildings. Seniors housing consists of a combination of independent living, assisted living and memory care units. As of March 31, 2025, the two properties securing the MRBs contain a total of 294 beds.

Market-Rate Joint Venture Investments Segment

The Market-Rate Joint Venture Investments segment consists of the operations of ATAX Vantage Holdings, LLC, ATAX Freestone Holdings, LLC, ATAX Senior Housing Holdings I, LLC, and ATAX Great Hill Holdings LLC, which make noncontrolling investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties (Note 7). The Market-Rate Joint Venture Investments segment also includes the consolidated VIE of Vantage at San Marcos (Note 3).

MF Properties Segment

The MF Properties segment consists primarily of student housing residential properties that were previously owned by the Partnership. As of March 31, 2025, the Partnership did not own any MF Properties. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment. Income tax expense for the Greens Hold Co is reported within this segment.

The following tables detail certain financial information for the Partnership’s reportable segments for the periods indicated:


	For the Three Months Ended March 31, 2025
	Affordable Multifamily Investments			Seniors and Skilled Nursing Investments		Market-Rate Joint Venture Investments			MF Properties			Partnership Total
Revenues:
Investment income	$	17,636,796		$	1,042,186	$	3,199,185		$	-		$	21,878,167
Other interest income		2,097,852			190,313		-			-			2,288,165
Other income		958,825			-		-			-			958,825
Total revenues		20,693,473			1,232,499		3,199,185			-			25,125,157
Expenses:
Provision for credit losses		(179,000	)		7,000		-			-			(172,000	)
Depreciation and amortization		3,542			-		-			-			3,542
Interest expense		12,448,643			652,294		1,033,879			-			14,134,816
Net result from derivative transactions		2,503,968			532,169		-			-			3,036,137
General and administrative		4,570,261			-		-			-			4,570,261
Total expenses		19,347,414			1,191,463		1,033,879			-			21,572,756
Other Income:
Gain on sale of investments in unconsolidated entities		-			-		5,220			-			5,220
Earnings (losses) from investments in unconsolidated entities		-			-		(233,334	)		-			(233,334	)
Income before income taxes		1,346,059			41,036		1,937,192			-			3,324,287
Income tax benefit		-			-		-			(2,733	)		(2,733	)
Segment net income (loss)	$	1,346,059		$	41,036	$	1,937,192		$	2,733		$	3,327,020


	For the Three Months Ended March 31, 2024
	Affordable Multifamily Investments			Seniors and Skilled Nursing Investments			Market-Rate Joint Venture Investments			MF Properties			Partnership Total
Revenues:
Investment income	$	16,900,668		$	747,508		$	1,624,169		$	-		$	19,272,345
Other interest income		3,003,838			-			-			-			3,003,838
Other income		94,471			-			-			-			94,471
Total revenues		19,998,977			747,508			1,624,169			-			22,370,654
Expenses:
Provision for credit losses		(806,000	)		-			-			-			(806,000	)
Depreciation and amortization		5,967			-			-			-			5,967
Interest expense		12,769,139			497,170			537,626			-			13,803,935
Net result from derivative transactions		(5,435,562	)		(832,102	)		-			-			(6,267,664	)
General and administrative		4,930,388			-			-			-			4,930,388
Total expenses		11,463,932			(334,932	)		537,626			-			11,666,626
Other Income:
Gain on sale of investments in unconsolidated entities		-			-			50,000			-			50,000
Earnings (losses) from investments in unconsolidated entities		-			-			(106,845	)		-			(106,845	)
Income before income taxes		8,535,045			1,082,440			1,029,698			-			10,647,183
Income tax benefit		-			-			-			(1,198	)		(1,198	)
Segment net income (loss)	$	8,535,045		$	1,082,440		$	1,029,698		$	1,198		$	10,648,381

The following table details total assets for the Partnership’s reportable segments as of March 31, 2025 and December 31, 2024:


	March 31, 2025			December 31, 2024
Total assets
Affordable Multifamily Investments	$	1,376,114,808		$	1,428,627,104
Seniors and Skilled Nursing Investments		70,788,707			70,163,422
Market-Rate Joint Venture Investments		170,742,061			183,508,429
MF Properties		7,785,639			7,782,906
Consolidation/eliminations		(87,948,490	)		(110,381,701	)
Total assets	$	1,537,482,725		$	1,579,700,160

25. Subsequent Events

In April 2025, the Partnership sold the Natchitoches GIL and taxable GIL to the Construction Lending JV at par plus accrued interest. The Partnership also novated an interest rate swap associated with the expected TOB financing associated with these investment assets.

In April 2025, the Partnership removed the Sandy Creek Apartments property loan from the TOB Trust 2024-XF3219 and paid down principal and accrued interest of approximately $456,000 using available cash on hand. Subsequently, the borrower for the Sandy Creek Apartments property loan paid down all outstanding principal of approximately $588,000.

In May 2025, Vantage at Helotes, at the direction of its managing member, sold substantially all its assets to a non-profit entity that financed the purchase by issuing tax-exempt and taxable bonds. The Partnership received gross proceeds of approximately $17.1 million, inclusive of the return of capital contributions and accrued preferred return. The Partnership expects to recognize investment income of approximately $1.8 million and a gain on sale of approximately $163,000 in the second quarter of 2025, before settlement of final proceeds and expenses. In connection with the sale, the Partnership acquired the following MRBs:

         Mortgage Revenue Bond Name

         Month
Acquired

         Property Location

         Units

         Maturity Date

         Fixed Interest Rate

         Principal Acquired

Agape Helotes - Series A-1 MRB (1)

May 2025

Helotes, TX

288

1/1/2065

6.25%

6,060,000

Agape Helotes - Series B MRB (2)

May 2025

Helotes, TX

288

1/1/2065

8.00%

7,289,945

13,349,945

(1)

The Agape Helotes - Series A-1 MRB was acquired at a discount of approximately $514,000 or 8.5% of par.

(2)

The Agape Helotes - Series B MRB is a capital appreciation bond, is subordinate to the Series A-1 and Series A-2 (held by third-party investors), and is payable from excess revenues of the underlying property.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In this Management’s Discussion and Analysis, all references to “we,” “us,” and the “Partnership” refer to Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated VIEs for all periods presented. The Partnership includes the assets, liabilities, and results of operations of the Partnership, our wholly owned subsidiaries and consolidated VIEs. All significant transactions and accounts between the Partnership, its subsidiaries, and consolidated VIEs have been eliminated in consolidation. See Note 2 and Note 3 to the Partnership’s condensed consolidated financial statements for further disclosures.

Executive Summary

The Partnership was formed in 1998 for the purpose of acquiring a portfolio of MRBs that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, seniors housing and commercial properties. We also invest in GILs, which, similar to MRBs, provide financing for affordable multifamily and seniors housing properties. We expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities and investments that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate. We also make JV Equity Investments for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties. In addition, the Partnership may acquire and hold interests in multifamily, student or senior citizen residential MF Properties.

As of March 31, 2025, we had four reportable segments: (1) Affordable Multifamily Investments, (2) Seniors and Skilled Nursing Investments, (3) Market-Rate Joint Venture Investments and (4) MF Properties. We separately report our consolidation and elimination information because we do not allocate certain items to the segments. All “General and administrative expenses” on the Partnership's condensed consolidated statements of operations are reported within the Affordable Multifamily Investments segment. See Notes 2 and 24 to the Partnership’s condensed consolidated financial statements for additional details. The following table presents summary information regarding activity of our segments for the three months ended March 31, 2025 and 2024 (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025		Percentage of Total			2024		Percentage of Total
Total revenues
Affordable Multifamily Investments	$	20,693		82.4	%	$	19,999		89.4	%
Seniors and Skilled Nursing Investments		1,232		4.9	%		748		3.3	%
Market-Rate Joint Venture Investments		3,199		12.7	%		1,624		7.3	%
MF Properties		-		0.0	%		-		0.0	%
Total revenues	$	25,124				$	22,371

Net income
Affordable Multifamily Investments		1,346		40.5	%		8,536		80.1	%
Seniors and Skilled Nursing Investments		41		1.2	%		1,082		10.2	%
Market-Rate Joint Venture Investments		1,937		58.2	%		1,030		9.7	%
MF Properties		3		0.1	%		-		0.0	%
Net income	$	3,327				$	10,648

During the three months ended March 31, 2025 and 2024, our net income was significantly impacted by unrealized losses on our derivative instrument portfolio, which primarily consists of interest rate swaps. Under the applicable accounting guidance, we report our derivatives at fair value as of each reporting date. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements, such as publicly available current SOFR rates and forward SOFR swap rates. The period-over-period change in the fair value of each derivative that is not directly related to net cash settlements are recorded as unrealized (gains) losses within “Net result from derivative transactions” on our condensed consolidated statements of operations and is included as a component of our reported net income. Unrealized (gains) losses can be significant in periods of significant interest rate volatility.

We recorded unrealized losses from derivatives totaling $3.9 million during the three months ended March 31, 2025 and unrealized gains totaling $4.6 million for the three months ended March 31, 2024 primarily due to market interest rate changes between reporting dates. The 3-year SOFR swap rate is a reasonable proxy for our interest rate swap portfolio as a whole as our derivatives are primarily SOFR-denominated interest rate swaps and the weighted average life of our interest rate swap portfolio is typically between three and four years. The 3-year SOFR swap rate declined 0.40% from 4.05% as of December 31, 2024 to 3.65% as of March 31, 2025, resulting in a significant unrealized loss on our interest rate swap portfolio for the three months ended March 31, 2025. The 3-year SOFR swap rate increased 0.50% from 3.75% as of December 31, 2023 to 4.25% as of March 31, 2024, resulting in a significant unrealized gain on our interest rate swap portfolio for the three months ended March 31, 2024.


	For the Three Months Ended March 31,
	2025		2024
Unrealized (gains) losses from derivatives
Affordable Multifamily Investments	$	3,267	$	(3,904	)
Seniors and Skilled Nursing Investments		616		(700	)
Total unrealized (gains) losses from derivatives	$	3,883	$	(4,604	)

Though unrealized (gains) losses may impact our reported net income period-to-period, the net cash settlements on our interest rate swaps are less variable. Our interest rate swaps are designed such that changes in the monthly net cash settlements will offset the changes in monthly interest costs on our variable-rate debt financings. Our interest rate swaps are subject to monthly net cash settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. If short-term interest rates decline, the interest cost of our variable-rate debt financings will typically decline. Meanwhile, the variable rate payment by the counterparty on our interest rate swap will decline such that our benefit from the monthly net settlement payment will decline. The change in interest cost on our variable-rate debt financing generally offsets the reduced monthly net cash settlement payments associated with the related interest rate swap, such that our net cash flow for the period is not materially impacted by changes in short term interest rate changes. For this reason, we adjust net income for unrealized losses on our derivative instruments when calculating CAD, a non-GAAP performance measure discussed later in this Item 2, which we consider to be a useful measure of our operating performance.

Recent Developments

Recent Investment Activities

The following table presents information regarding the investment activity of the Partnership for the three months ended March 31, 2025 and 2024:


Investment Activity	#	Amount (in 000`s)		Retired Debt (in 000`s)		Tier 2 income (loss) allocable to the General Partner (in 000`s) (1)	Notes to the Partnership`s condensed consolidated financial statements
For the Three Months Ended March 31, 2025
Mortgage revenue bond advances	3	$	14,101	N/A		N/A	4
Mortgage revenue bond redemption	1		10,352	N/A		N/A	4
Governmental issuer loan advances	3		17,409	N/A		N/A	5
Governmental issuer loan redemptions	3		82,203	$	67,210	N/A	5
Property loan paydowns	2		7,798		6,185	N/A	6
Investments in unconsolidated entities, net	4		5,621	N/A		N/A	7
Return of investment in unconsolidated entity upon sale	1		11,400	N/A		N/A	7
Real estate asset sale proceeds	1		1,354		1,354	N/A	8
Taxable mortgage revenue bond advances	3		7,400	N/A		N/A	9
Taxable governmental issuer loan advances	3		21,700	N/A		N/A	9
Taxable governmental issuer loan paydowns	3		12,700		10,160	N/A	9

For the Three Months Ended March 31, 2024
Mortgage revenue bond acquisition and advances	5	$	26,298	N/A		N/A	4
Governmental issuer loan advances	3		6,000	N/A		N/A	5
Governmental issuer loan redemption	1		23,390	$	18,712	N/A	5
Property loan advances	2		3,073	N/A		N/A	6
Property loan redemptions and paydown	6		72,323		60,575	N/A	6
Investments in unconsolidated entities	7		6,960	N/A		N/A	7
Taxable mortgage revenue bond advance	1		1,000	N/A		N/A	9
Taxable mortgage revenue bond paydown	1		11,500		9,480	N/A	9
Taxable governmental issuer loan redemption	1		10,573		9,515	N/A	9

(1)

See “Cash Available for Distribution” in Item 2 below.

Recent Financing Activity

The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the three months ended March 31, 2025 and 2024, exclusive of retired debt amounts listed in the investment activity table above:


Financing, Derivative and Capital Activity	#		Amount (in 000`s)		Secured	Notes to the Partnership`s condensed consolidated financial statements
For the Three Months Ended March 31, 2025
Net paydown on Acquisition LOC		1	$	10,352	Yes	12
Proceeds from TOB trust financings		8		48,435	Yes	13
Issuance of Series B Preferred Units		1		20,000	Yes	17

For the Three Months Ended March 31, 2024
Net paydown on Acquisition LOC		2	$	16,900	Yes	12
Net activity on General LOC		2		-	Yes	12
Proceeds from TOB trust financings		11		63,250	Yes	13
Interest rate swap executed		1		-	N/A	15
Issuance of Series B Preferred Units		1		5,000	N/A	17
Exchange of Series A Preferred Units for Series B Preferred Units		1		17,500	N/A	17
Proceeds on issuance of BUCs, net of issuance costs		1		1,055	N/A	N/A

Corporate Responsibility

We are committed to corporate responsibility and the importance of developing environmental, social, and governance policies and practices consistent with that commitment. We believe the implementation and maintenance of such policies and practices benefit the employees that serve the Partnership, support long-term performance for our Unitholders, and have a positive impact on society and the environment.

Environmental Responsibility

Achieving positive environmental and sustainability impacts in connection with our affordable housing investment activity is important to us. Opportunities for positive environmental investments are open to us because private activity bond volume cap and LIHTC allocations are key components of the capital structure for most new construction or acquisition/rehabilitation affordable housing properties financed by our MRB and GIL investments. These resources are allocated by individual states to our property sponsors through a competitive application process under a state-specific QAP as required under Section 42 of the IRC. Each state implements its public policy objectives through an application scoring or ranking system that rewards certain property features. Some of the common features rewarded under individual state QAPs are transit amenities (proximity to various forms of public transportation), proximity to public services (parks, libraries, full scale supermarkets, or a senior center), and energy efficiency/sustainability. Some state-specific QAPs have minimum energy efficiency standards that must be met, such as the use of low water need landscaping, Energy Star appliances and hot water heaters, and GREENGUARD Gold certified insulation. Since we can only finance properties with successful applications, we work with our sponsor clients to maximize these environmental features such that their applications can earn the most points possible under the individual state’s QAP. The following table summarizes total funding commitments related to properties that were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs:


Asset Type	For the Period from January 1, 2022, through March 31, 2025
MRBs and taxable MRBs	$	233,375,500
GILs, taxable GILs and property loans		212,205,554
Total	$	445,581,054

In 2021, we acquired an MRB investment secured by Meadow Valley, a to-be-constructed 174-bed seniors housing facility in Traverse City, MI. Part of the construction financing is provided through a C-PACE program, which is a state policy-enabled financing mechanism that allows developers to access the capital needed to make renewable energy accessible and cost-effective. In the case of Meadow Valley, C-PACE financing of $24.8 million will be provided to finance energy conservation features including high efficiency windows, roof, walls, heating, cooling, indoor and outdoor lighting, water heating and low-flow fixtures. The C-PACE financing is repaid through a property tax assessment over the life of the property. Many lenders are averse to financing properties with C-PACE financing as the tax assessment is a senior obligation of the property. We have developed underwriting procedures that allow for the borrower to obtain C-PACE financing and still meet our security and underwriting requirements. We will continue to evaluate investment opportunities related to properties that utilize C-PACE financing for future investment as we want to encourage our borrowers to utilize clean energy design and construction practices.

We are committed to minimizing the overall environmental impact of our corporate operations. The Partnership’s operations are primarily managed by 16 employees of Greystone Manager, so we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.

Social Responsibility

Our MRB and GIL investments directly support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. The development of affordable multifamily housing has relatively broad legislative support at the federal and state levels. Each of the properties securing our MRB and GIL investments is required to maintain a minimum percentage of units set aside for a combination of very low-income (50% or less of AMI) and low-income (80% or less of AMI) tenants in accordance with IRC guidelines, and the owners of the properties often agree to exceed the minimum IRC requirements. The rent charged to income qualified tenants at MRB or GIL properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any new MRB or GIL investments associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required. In addition, certain borrowers related to our MRB investments are non-profit entities that provide affordable multifamily housing consistent with their charitable purposes. These properties provide valuable housing and support services to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.

The following table summarizes, by investment asset class, the number of residential rental units associated with the affordable multifamily properties financed by the Partnership that have some form of tenant income or rent restrictions as evidenced by a regulatory agreement recorded on the local government land records as of March 31, 2025:


	Number of Units at <=50% AMI		Number of Units at <=60% AMI		Number of Units at <=80% AMI		Total Number of Units		Affordable Units as % of Total Units			Number of Properties		Number of States	Reported Asset Value		Percentage of Total Partnership Assets
MRBs and taxable MRBs		1,814		5,995		9,001		10,267		88	%		68	11	$	928,095,923	60%
GILs, taxable GILs and related property loans		-		894		894		894		100	%		6	4		185,154,246	12%
Total		1,814		6,889		9,895		11,161		89	%		74		$	1,113,250,169	72%

Certain investments may be eligible for regulatory credit under the CRA to help meet the credit needs of the communities in which they exist, including low- and moderate-income neighborhoods. See “Community Investments” in this Item 2 below for further information regarding assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA.

We and Greystone are committed to supporting our workforce. Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Greystone also provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices. We are also committed to ensuring the safety of personnel that work for third-party contractors that perform services at properties that underlie our investment assets. Specifically for properties under construction, we consider the safety record of contractors and monitor safety incidents through reviews of independent construction monitoring reports.

Greystone and the Partnership are committed to building a workplace that allows all employees to feel supported and valued, regardless of any identity, by focusing on our culture of ‘where people matter’ to build belonging. Specific initiatives include training and employee resources groups to support our workforce as well as a formal Culture and Community Committee and Culture and Community Executive Advisory Council to lead and advise all belonging related work, events, and learning. Of the 16 employees of Greystone Manager responsible for the Partnership’s operations, four are women and two employees identify as ethnically diverse.

Corporate Governance

Greystone Manager, as the general partner of the Partnership’s general partner, is committed to corporate governance that aligns with the interests of our Unitholders and stakeholders. We set high ethical standards for our related employees and partners. We regularly review and update, as appropriate, our policies governing ethical conduct and responsible behavior in order to support our sustainable and continued success. Our Code of Business Conduct and Ethics is applicable to all Greystone personnel that provide services to the Partnership and is available on the Partnership’s website. All employees are required to annually affirm that they have read and understood the Code of Business Conduct and Ethics. Employees are encouraged to share any ethics or compliance concerns with their supervisors or confidentially through our third-party managed hotline. We maintain a formal compliance policy to investigate ethics or compliance concerns and to protect whistleblowers. Our policy is designed to meet the requirements and standards of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Act of 1934.

The Board of Managers of Greystone Manager brings a diverse set of skills and experiences across industries in the public, private and not-for-profit sectors. The composition of the Board of Managers is in compliance with the NYSE listing rules and SEC rules applicable to the Partnership. The majority of the members of the Board of Managers meet the independence standards established by the New York Stock Exchange listing rules and the rules of the SEC. All the members of the Audit Committee are independent under the applicable SEC and NYSE independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female.

The Board of Managers is highly engaged in the governance and operations of the Partnership. Our non-independent Managers are employees of Greystone that regularly monitor developments in our operating environment and capital markets and discuss such developments with management on a regular basis. One of our Managers is a member of our investment committee that pre-approves all new investments. We regularly monitor and assess risks to achieving our business objectives and such risk assessments are discussed with both the Audit Committee and the full Board of Managers at regularly held meetings and in regular informal discussions. The Audit Committee and Board of Managers have had 100% attendance during 2024 and to date in 2025.

Results of Operations

The tables and following discussions of our changes in results of operations for the three months ended March 31, 2025 and 2024 should be read in conjunction with the Partnership’s condensed consolidated financial statements and notes thereto included in Item 1 of this report, as well as the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

The following table compares our revenue and other income for the periods indicated (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024			$ Change			% Change
Revenues and Other Income:
Investment income	$	21,878		$	19,272		$	2,606			13.5	%
Other interest income		2,288			3,004			(716	)		-23.8	%
Other income		959			94			865			920.2	%
Gain on sale of investments in unconsolidated entities		5			50			(45	)		-90.0	%
Earnings (losses) from investments in unconsolidated entities		(233	)		(107	)		(126	)		117.8	%
Total Revenues and Other Income	$	24,897		$	22,313		$	2,584			11.6	%

Total Revenues and Other Income comparison for the three months ended March 31, 2025 and 2024

Investment income. The increase in investment income for the three months ended March 31, 2025 as compared to the same period in 2024 was due to the following factors:

•

An increase of approximately $2.9 million in interest income from recent MRB advances, offset by a decrease of approximately $745,000 in interest income due to MRB redemptions and principal repayments;

•

A decrease of approximately $1.9 million in interest income due to recent GIL redemptions, offset by an increase of approximately $830,000 in interest income from recent GIL investments;

•

An increase of approximately $1.6 million of investment income related to unconsolidated entities consisting of:

An increase of approximately $1.9 million of investment income due to a preferred return distribution from Vantage at Loveland in March 2025;

A decrease of approximately $1.0 million of investment income due to certain investments meeting the maximum guaranteed preferred return during 2024 and 2025; and

An increase of approximately $651,000 in investment income related to preferred returns on equity contributions during 2024 and 2025.

Other interest income. Other interest income is comprised primarily of interest income on our property loan, taxable MRB, and taxable GIL investments. The decrease in other interest income for the three months ended March 31, 2025 as compared to the same period in 2024 was primarily due to:

•

A decrease of approximately $308,000 from lower average property loan, taxable MRB and taxable GIL investment balances of approximately $10.7 million; and

•

A decrease of approximately $408,000 in other interest income due to decreasing interest earned on cash balances.

Other income. Other income for the three months ended March 31, 2025 and 2024 related to the receipt of non-refundable fees for the extension of various MRB and GIL maturity dates.

Gain on sale of investments in unconsolidated entities. The gain on sale of JV Equity Investments for the three months ended March 31, 2025 and 2024 is primarily related to final settlements of the Vantage at Coventry sale that occurred in January 2023.

Earnings (losses) on investments in unconsolidated entities. The Partnership reports its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Such investments typically incur losses during development and lease-up, particularly from depreciation, consistent with development plans. The increase for the three months ended March 31, 2025 as compared to the same period in 2024 is primarily due to general and administrative expenses at Valage Senior Living Carson Valley and non-capitalized and interest expense at Freestone Cresta Bella as the property commenced operations in September 2024.

The following table compares our expenses for the periods indicated (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024			$ Change			% Change
Expenses:
Provision for credit losses		(172	)		(806	)		634			-78.7	%
Depreciation		4			6			(2	)		-33.3	%
Interest expense		14,135			13,804			331			2.4	%
Net result from derivative transactions		3,036			(6,268	)		9,304		N/A
General and administrative		4,570			4,930			(360	)		-7.3	%
Total Expenses	$	21,573		$	11,666		$	9,907			84.9	%

Total Expenses comparison for the three months ended March 31, 2025 and 2024

Provision for credit losses. The provision for credit losses for the three months ended March 31, 2025 and 2024 related to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments and was primarily due to GIL and property loan redemptions during 2024 and 2025, 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.

Depreciation expense. Depreciation expense for the three months ended March 31, 2025 and 2024 related to furniture and equipment owned by the Partnership.

Interest expense. The increase in interest expense for the three months ended March 31, 2025 as compared to the same period in 2024 was due primarily to the following factors:

•

An increase of approximately $2.1 million due to an increase in the average outstanding principal of our debt financing instruments of approximately $106.3 million; and

•

A decrease of approximately $1.8 million due to lower average interest rates on debt financing.

Net result from derivative transactions. The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the three months ended March 31, 2025 and 2024 (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024
Realized (gains) losses on derivatives, net	$	(847	)	$	(1,663	)
Unrealized (gains) losses on derivatives, net		3,883			(4,604	)
Net result from derivative transactions	$	3,036		$	(6,267	)

Realized gains decreased during the three months ended March 31, 2025 as compared to the same period in 2024 due to generally decreasing interest rates during 2024. Unrealized losses on derivatives, net, were approximately $3.8 million for the three months ended March 31, 2025, compared to unrealized gains of approximately $4.6 million for the year ended March 31, 2024, resulting in increased losses of approximately $8.4 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of March 31, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.

General and administrative expenses. The decrease in general and administrative expenses for the three months ended March 31, 2025 as compared to the same period in 2024 was primarily due to decreases of approximately $230,000 in employee compensation and benefits, and approximately $240,000 in professional and consulting fees. These decreases were partially offset by an increase of approximately $112,000 in administration fees paid to the General Partner due to higher assets under management.

Income Tax Expense for the three months ended March 31, 2025 and 2024

A wholly owned subsidiary of the Partnership, the Greens Hold Co, is a corporation subject to federal and state income tax. The Greens Hold Co owns certain property loans and real estate assets. The Greens Hold Co sold its ownership interest in The 50/50 MF

Property to an unrelated non-profit organization in December 2022 and deferred a gain on sale of approximately $6.6 million. There was minimal taxable income for the Greens Hold Co for the three months ended March 31, 2025 and 2024.

Cash Available for Distribution - Non-GAAP Financial Measures

The Partnership believes that CAD provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results. To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit) and restricted unit compensation expense. The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event. The Partnership also deducts Tier 2 income (see Note 22 to the Partnership’s condensed consolidated financial statements) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.

The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income, as determined in accordance with GAAP, to CAD) for the three months ended March 31, 2025 and 2024 (all per BUC amounts are presented giving effect to the BUCs Distributions on a retroactive basis for all periods presented):


	For the Three Months Ended March 31,
	2025			2024
Net income	$	3,327,020		$	10,648,381
Unrealized (gains) losses on derivatives, net		3,883,196			(4,604,215	)
Depreciation expense		3,542			5,967
Provision for credit losses (1)		(172,000	)		(806,000	)
Amortization of deferred financing costs		381,334			367,418
Restricted unit compensation expense		234,047			332,321
Deferred income taxes		1,227			2,998
Redeemable Preferred Unit distributions and accretion		(760,679	)		(767,241	)
Tier 2 income allocable to the General Partner (2)		-			-
Recovery of prior credit loss (3)		(16,967	)		(17,155	)
Bond premium, discount and acquisition fee amortization, net of cash received		25,220			(40,475	)
(Earnings) losses from investments in unconsolidated entities		233,334			106,845
Total CAD	$	7,139,274		$	5,228,844

Weighted average number of BUCs outstanding, basic		23,171,226			23,000,754
Net income per BUC, basic	$	0.11		$	0.42
Total CAD per BUC, basic	$	0.31		$	0.23
Cash Distributions declared, per BUC	$	0.37		$	0.368
BUCs Distributions declared, per BUC (4)	$	-		$	0.07

(1)

The adjustments reflect the change in allowances for credit losses under the CECL standard which requires the Partnership to update estimates of expected credit losses for its investment portfolio at each reporting date.

(2)

As described in Note 22 to the Partnership’s condensed consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the limited partners and BUC holders, as a class, and 25% to the General Partner. This adjustment represents 25% of Tier 2 income due to the General Partner. There was no Tier 2 income for the three months ended March 31, 2025 and 2024.

(3)

The Partnership determined there was a recovery of previously recognized impairment recorded for the Live 929 Apartments Series 2022A MRB prior to the adoption of the CECL standard effective January 1, 2023. The Partnership is accreting the recovery of prior credit loss for this MRB into investment income over the term of the MRB consistent with applicable guidance. The accretion of recovery of value is presented as a reduction to current CAD as the original provision for credit loss was an addback for CAD calculation purposes in the period recognized.

(4)

The Partnership declared the First Quarter 2024 BUCs Distribution payable in the form of additional BUCs equal to $0.07 per BUC for outstanding BUCs as of the record date of March 28, 2024.

Portfolio Information

The following tables summarize occupancy and other information regarding the properties underlying our various investments. The narrative discussion that follows provides a brief operating analysis of each investment as of and for the three months ended March 31, 2025 and 2024.

Non-Consolidated Properties – Stabilized

The owners of the following properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of the VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These properties have met the stabilization criteria (see footnote 3 below the table) as of March 31, 2025. Debt service on our MRBs for the non-consolidated stabilized properties was current as of March 31, 2025. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.


		Number of Units as of March 31,			Physical Occupancy (1) as of March 31,						Economic Occupancy (2) for the three months ended March 31,
Property Name	State	2025			2025			2024			2025			2024
MRB Multifamily Properties-Stabilized (3)
CCBA Senior Garden Apartments	CA		45			100	%		91	%		92	%		93	%
Courtyard (4)	CA		108			100	%		98	%		94	%		95	%
Glenview Apartments	CA		88			98	%		92	%		94	%		85	%
Harden Ranch (4)	CA		100			100	%		100	%		97	%		96	%
Harmony Court Bakersfield (4)	CA		96			93	%		95	%		94	%		95	%
Harmony Terrace (4)	CA		136			99	%		99	%		125	%		134	%
Las Palmas II (4)	CA		81			100	%		100	%		97	%		98	%
Montclair Apartments	CA		80			99	%		99	%		98	%		107	%
Montecito at Williams Ranch Apartments	CA		132			98	%		99	%		129	%		119	%
Montevista	CA		82			98	%		94	%		100	%		100	%
Ocotillo Springs	CA		75			100	%		100	%		99	%		98	%
San Vicente (4)	CA		50			100	%		100	%		96	%		97	%
Santa Fe Apartments	CA		89			90	%		100	%		94	%		100	%
Seasons at Simi Valley	CA		69			94	%		99	%		113	%		123	%
Seasons Lakewood (4)	CA		85			99	%		99	%		107	%		111	%
Seasons San Juan Capistrano (4)	CA		112			99	%		98	%		97	%		105	%
Solano Vista (4)	CA		96			90	%		100	%		94	%		96	%
Summerhill	CA		128			98	%		96	%		98	%		97	%
Sycamore Walk (4)	CA		112			99	%		96	%		95	%		93	%
The Village at Madera (4)	CA		75			96	%		99	%		105	%		104	%
Tyler Park Townhomes (4)	CA		88			98	%		99	%		98	%		98	%
Vineyard Gardens	CA		62			100	%		100	%		106	%		107	%
Wellspring Apartments (4), (5)	CA		88			98	%	n/a				88	%	n/a
Westside Village Market (4)	CA		81			100	%		99	%		98	%		98	%
Copper Gate Apartments	IN		129			97	%		97	%		96	%		97	%
Renaissance	LA		208			90	%		87	%		80	%		84	%
Live 929 Apartments	MD		575			94	%		72	%		95	%		71	%
Jackson Manor Apartments	MS		60			100	%		95	%		100	%		91	%
Silver Moon (4)	NM		151			96	%		94	%		95	%		95	%
Village at Avalon (4)	NM		240			98	%		100	%		98	%		97	%
Columbia Gardens	SC		188			81	%		90	%		81	%		94	%
Companion at Thornhill Apartments	SC		180			97	%		99	%		77	%		84	%
The Palms at Premier Park Apartments	SC		240			97	%		99	%		87	%		84	%
Village at River's Edge	SC		124			87	%		94	%		86	%		95	%
Willow Run	SC		200			84	%		88	%		66	%		97	%
Avistar at Copperfield	TX		192			92	%		95	%		87	%		89	%
Avistar at the Crest	TX		200			87	%		95	%		77	%		88	%
Avistar at the Oaks	TX		156			88	%		99	%		71	%		90	%
Avistar at the Parkway	TX		236			81	%		82	%		69	%		69	%
Avistar at Wilcrest	TX		88			85	%		99	%		78	%		91	%
Avistar at Wood Hollow	TX		409			83	%		89	%		70	%		77	%
Avistar in 09	TX		133			89	%		98	%		84	%		96	%
Avistar on the Boulevard	TX		344			82	%		91	%		70	%		80	%
Avistar on the Hills	TX		129			83	%		95	%		69	%		90	%
Bruton Apartments	TX		264			71	%		84	%		54	%		65	%
Concord at Gulfgate	TX		288			88	%		94	%		80	%		87	%
Concord at Little York	TX		276			79	%		90	%		74	%		77	%
Concord at Williamcrest	TX		288			84	%		93	%		77	%		87	%
Crossing at 1415	TX		112			80	%		96	%		68	%		86	%
Decatur Angle	TX		302			87	%		82	%		71	%		62	%
Esperanza at Palo Alto	TX		322			84	%		86	%		72	%		71	%
Heights at 515	TX		96			84	%		94	%		79	%		85	%
Heritage Square	TX		204			80	%		94	%		79	%		84	%
Oaks at Georgetown (4)	TX		192			87	%		89	%		70	%		86	%
15 West Apartments (4)	WA		120			99	%		98	%		97	%		96	%

MRB Seniors Housing and Skilled Nursing Properties-Stabilized (3)
Village Point (6)	NJ		120	(6)		85	%		92	%	n/a			n/a

			8,924			89.5	%		91.9	%		83.8	%		86.7	%

(1)

Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.

(2)

measurement while economic occupancy is a measurement over the period presented. Therefore, economic occupancy for a period may exceed the actual occupancy at any point in time.

(3)

A property is considered stabilized once it reaches 90% physical occupancy for 90 days and an achievement of 1.15 times debt service coverage ratio on amortizing debt service for a period after construction completion or completion of the rehabilitation.

(4)

The physical occupancy and economic occupancy amounts are based on the latest available occupancy and financial information, which is as of December 31, 2024.

(5)

Physical and economic occupancy information is not available for the periods indicated as the related investment was recently acquired.

(6)

Village Point is a skilled nursing property with 120 beds in 92 units. Physical occupancy is based on the daily average of beds occupied during the last month of the period. Economic occupancy is not reported for skilled nursing properties.

Comparison of the three months ended March 31, 2025 and 2024

Physical occupancy as of March 31, 2025 decreased from the same period in 2024 due primarily to occupancy declines at various properties located in Texas - primarily in San Antonio and Houston where there have been large increases in the supply of available multifamily units in recent years. Overall higher vacancy levels in these markets is putting pressure on leasing at these properties. We observed new construction starts in these markets declined sharply starting in late 2023 and we expect that occupancy will recover once new unit supply declines in the near term. The properties are still current on debt service. However, if there are continuing declines in operating results of the properties such that the borrowers are unable to make contractual principal and interest payments on our MRBs, we may receive forbearance requests or experience MRB defaults. We may choose to provide support to the borrowers through supplemental property loans to prevent such MRB defaults, which will be considered on a case-by-case basis. We will continue to monitor results and discuss property operations with the individual borrowers.

Economic occupancy for the three months ended March 31, 2025 decreased from the same period in 2024 due primarily to decreases in rental revenue at various properties in Texas as a result of the declines in physical occupancy noted above. Willow Run reported a decline in economic occupancy due to significant bad debts recognized in the first quarter of 2025. Such declines were partially offset by improving economic occupancy at Live 929 Apartments as a result of higher physical occupancy.

Decatur Angle and Bruton Apartments continue to report low physical and economic occupancy, though Decatur Angle occupancy has improved in the most recent period. The properties are continuing to remove non-paying tenants now that local regulations permit tenant evictions. The removals have resulted in higher than historical bad debt write-offs, declines in physical occupancy, and high repairs and maintenance costs to ready units to be leased to new tenants. Bruton Apartments has also experienced an increase in local crime, which the borrower is actively working to deter. We continue to monitor and discuss property operations with the individual borrowers to assess progress towards resolving performance issues.

Restricted rents at affordable multifamily properties are tied to changes in AMI, which has generally been increasing in the United States as overall wages increased significantly in 2021 through 2024. AMI is updated on a one-year lag, so restricted rental rates will increase on a similar lag and is realized upon annual lease renewals. On an overall basis, we noted same-property maximum rental income amounts increased 4.3% during the three months ended March 31, 2025 as compared to the same period in 2024, which is higher than average historical annual rent increases. However, we observed a decrease in same-property net rental revenue of 2.6% during the three months ended March 31, 2025 as compared to the same period in 2024 due to lower physical occupancy for the three months ended March 31, 2025 as compared to the same period in 2024.

Non-Consolidated Properties - Not Stabilized

The owners of the following residential properties do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of each VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. As of March 31, 2025, these residential properties have not met the stabilization criteria (see footnote 3 below the table). As of March 31, 2025, debt service on the Partnership’s MRBs and GILs for the non-consolidated, non-stabilized properties was current. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.


		Number of Units as of March 31,			Physical Occupancy (1) as of March 31,						Economic Occupancy (2) for the three months ended March 31,
Property Name	State	2025			2025			2024			2025			2024
MRB Multifamily Properties-Non Stabilized (3)
MaryAlice Circle Apartments (4)	GA		98			79	%		57	%	n/a			n/a
Woodington Gardens Apartments (4)	MD		197			93	%	n/a				89	%	n/a
The Ivy Apartments	SC		212			87	%		82	%		55	%		73	%
The Park at Sondrio Apartments	SC		271			78	%		73	%		61	%		59	%
The Park at Vietti Apartments	SC		204			97	%		82	%		76	%		54	%
Windsor Shores Apartments	SC		176			95	%		90	%		80	%		82	%
Aventine Apartments (4), (5)	WA		68			84	%	n/a			n/a			n/a
The Safford (4)	AZ		200		n/a			n/a			n/a			n/a
40rty on Colony - Series P (4)	CA		40		n/a			n/a			n/a			n/a
Residency at Empire (4)	CA		148		n/a			n/a			n/a			n/a
Residency at the Entrepreneur (4)	CA		200		n/a			n/a			n/a			n/a
Residency at the Mayer (4)	CA		79		n/a			n/a			n/a			n/a
Village at Hanford Square (4)	CA		100		n/a			n/a			n/a			n/a
Handsel Morgan Village Apartments (4)	GA		45		n/a			n/a			n/a			n/a
			2,038

MRB Seniors Housing and Skilled Nursing Properties-Non Stabilized (3)
Meadow Valley (4)	MI		174	(6)	n/a			n/a			n/a			n/a

GIL Multifamily Properties-Non Stabilized (3)
Poppy Grove I (4)	CA		147		n/a			n/a			n/a			n/a
Poppy Grove II (4)	CA		82		n/a			n/a			n/a			n/a
Poppy Grove III (4)	CA		158		n/a			n/a			n/a			n/a
Natchitoches Thomas Apartments (4)	LA		120		n/a			n/a			n/a			n/a
Legacy Commons at Signal Hills	MN		247			95	%		74	%		76	%		42	%
Sandy Creek Apartments	TX		140			97	%		87	%		94	%		81	%
			894

Grand total			3,106

(1)

Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.

(2)

Economic occupancy is defined as the net rental income received divided by the maximum amount of rental income to be derived from each property. This statistic is reflective of rental concessions, delinquent rents and non-revenue units such as model units and employee units. Physical occupancy is a point in time measurement while economic occupancy is a measurement over the period presented. Therefore, economic occupancy for a period may exceed the actual occupancy at any point in time.

(3)

The property is not considered stabilized as it has not met the criteria for stabilization. A property is considered stabilized once construction and/or rehabilitation is complete, it reaches 90% physical occupancy for 90 days, and it achieves 1.15 times debt service coverage ratio on amortizing debt service for a certain period.

(4)

Physical and economic occupancy information is not available for the periods indicated as the related investment was under construction or rehabilitation, or was recently acquired.

(5)

The physical occupancy and economic occupancy amounts are based on the latest available occupancy and financial information, which is as of December 31, 2024.

(6)

Meadow Valley is a seniors housing property with 174 beds in 154 units.

As March 31, 2025, seven MRB multifamily properties and one MRB seniors housing property were under construction or recently acquired and have no operating metrics to report. Aventine Apartments, The Ivy Apartments, The Park at Sondrio Apartments, The Park at Vietti Apartments, Windsor Shores Apartments, and Woodington Gardens are currently undergoing tenant-in-place rehabilitations. The MaryAlice Circle Apartments MRB property is undergoing both rehabilitation and new construction phases.

As of March 31, 2025, four GIL properties were under construction or recently acquired and have no operating metrics to report. Sandy Creek Apartments is currently undergoing a tenant-in-place rehabilitation. Legacy Commons at Signal Hills has substantially completed construction and is in the lease-up phase.

JV Equity Investments

We are a noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the JV Equity Investments are VIEs but that the Partnership is not the primary beneficiary. As a result, the Partnership does not report the assets, liabilities and results of operations of these properties on a consolidated basis. The one exception is Vantage at San Marcos, for which the Partnership is deemed the primary beneficiary and reports the entity's assets and liabilities on a consolidated basis. Our JV Equity Investments entitle us to shares of certain cash flows generated by the entities from operations and upon the occurrence of certain capital transactions, such as a refinance or sale. The amounts presented below were obtained from records provided by the property management service providers.

      
     Physical Occupancy (1) 
as of March 31,

     Property Name

     State

     Construction Completion Date

     Planned Number of Units

     2025

     2024

     Revenue For the Three Months Ended March 31, 2025 (2)

     Sale Date

     Per-unit 
Sale Price

     Most Recent Property Sales

Vantage at Germantown

TN

March 2020

n/a

n/a

n/a

n/a

March 2021

149,000

Vantage at Powdersville

SC

February 2020

n/a

n/a

n/a

n/a

May 2021

170,000

Vantage at Bulverde

TX

August 2019

n/a

n/a

n/a

n/a

August 2021

170,000

Vantage at Murfreesboro

TN

October 2020

n/a

n/a

n/a

n/a

March 2022

273,000

     Vantage at Westover Hills

     TX

     July 2021

     n/a

     n/a

     n/a

     n/a

     May 2022

     (3)

Vantage at O'Connor

TX

June 2021

n/a

n/a

n/a

n/a

July 2022

201,000

Vantage at Stone Creek

NE

April 2020

n/a

n/a

n/a

n/a

January 2023

196,000

Vantage at Coventry

NE

February 2021

n/a

n/a

n/a

n/a

January 2023

180,000

Vantage at Conroe

TX

January 2021

n/a

n/a

n/a

n/a

June 2023

174,000

Vantage at Tomball

TX

April 2022

n/a

n/a

n/a

n/a

January 2025

148,000

     Operating Properties

Vantage at Helotes

TX

November 2022

288

85

87

1,114,159

n/a

n/a

Vantage at Fair Oaks

TX

May 2023

288

86

74

1,059,728

n/a

n/a

Vantage at Hutto

TX

December 2023

288

78

60

1,141,847

n/a

n/a

Vantage at McKinney Falls

TX

July 2024

288

65

n/a

769,335

n/a

n/a

Vantage at Loveland

CO

October 2024

288

54

n/a

654,726

n/a

n/a

Freestone Cresta Bella

TX

November 2024

296

30

n/a

225,580

n/a

n/a

     Properties Under Construction

Valage Senior Living Carson Valley

NV

n/a

102

(4)

n/a

n/a

n/a

n/a

n/a

The Jessam at Hays Farm

AL

n/a

318

n/a

n/a

n/a

n/a

n/a

Freestone Greenville

TX

n/a

300

n/a

n/a

n/a

n/a

n/a

Freestone Ladera

TX

n/a

288

n/a

n/a

n/a

n/a

n/a

     Properties in Planning

Vantage at San Marcos (5)

TX

n/a

288

n/a

n/a

n/a

n/a

n/a

Freestone Greeley

CO

n/a

296

n/a

n/a

n/a

n/a

n/a

3,328

(1)

Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.

(2)

Revenue is attributable to the property underlying the Partnership’s equity investment and is not included in the Partnership's income.

(3)

Disclosure of the per-unit sale price is not permitted according to provisions in the purchase agreement executed by the entity’s managing member and the buyer.

(4)

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

(5)

The property is reported as a consolidated VIE as of March 31, 2025 (see Note 3 to the Partnership’s condensed consolidated financial statements).

Vantage at Helotes, Vantage at Fair Oaks, and Vantage at Hutto have achieved stabilized operations and the managing member of each property will evaluate options for the sale of each property to maximize value. Vantage at Hutto occupancy declined from recent

quarters due to the loss of a corporate tenant, which the property management team is working to lease now vacant units. The managing member of Vantage at Tomball completed the sale of the property to a third-party buyer in January 2025.

Vantage at McKinney Falls, Vantage at Loveland, and Freestone Cresta Bella have completed construction and commenced leasing activities in March 2024, May 2024, and September 2024, respectively. Freestone Greenville is nearing construction completion and began leasing activities in March 2025.

Valage Senior Living Carson Valley has received a certificate of occupancy and anticipates first move-ins in May 2025.

Affordable Multifamily Investments Segment

The Partnership’s primary purpose is to acquire and hold as investments a portfolio of MRBs which have been issued to provide construction and/or permanent financing for residential properties and commercial properties in their market area. We have also invested in taxable MRBs, GILs, taxable GILs and property loans which are included within this segment. All “General and administrative expenses” on our condensed consolidated statements of operations are reported within this segment.

Our MRBs, taxable MRBs, GILs, taxable GILs and certain property loans are secured by a mortgage or deed of trust. Property loans related to multifamily properties are also included in this segment and may or may not be secured by a mortgage or deed of trust.

We expect to report the Partnership’s proportionate share of earnings from our Construction Lending JV within this segment once it has reportable activities. The first capital call and investment for the Construction Lending JV occurred in April 2025.

The following table compares operating results for the Affordable Multifamily Investments segment for the periods indicated (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024			$ Change			% Change
Affordable Multifamily Investments
Total revenues	$	20,693		$	19,999		$	694			3.5	%
Expenses:
Provision for credit losses		(179	)		(806	)		627			-77.8	%
Depreciation expense		4			6			(2	)		-33.3	%
Interest expense		12,449			12,769			(320	)		-2.5	%
Net result from derivative transactions		2,504			(5,436	)		7,940			-146.1	%
General and administrative expenses		4,570			4,930			(360	)		-7.3	%
Total expenses		19,348			11,463			7,885			68.8	%
Segment net income	$	1,345		$	8,536		$	(7,191	)		-84.2	%

Comparison of the Three Months Ended March 31, 2025 and 2024

Total revenues increased for the three months ended March 31, 2025 as compared to the same period in 2024 primarily due to:

•

An increase of approximately $2.6 million in interest income from recent MRB advances, offset by a decrease of approximately $745,000 in interest income due to MRB redemptions and principal repayments;

•

An increase of approximately $864,000 in other income related to the receipt of non-refundable fees for the extension of various MRB and GIL maturity dates;

•

A decrease of approximately $2.0 million in interest income due to recent GIL redemptions, offset by an increase of approximately $830,000 in interest income from recent GIL investments;

•

A decrease of approximately $498,000 in other interest income from lower average property loan, taxable MRB and taxable GIL investment balances of approximately $18.3 million; and

•

A decrease of approximately $408,000 in other interest income due to decreasing interest earned on cash balances.

The provision for credit losses for the three months ended March 31, 2025 and 2024 related to declining expected credit losses for our portfolio of GIL, taxable GIL and property loan investments. The decreases were primarily due to GIL and property loan

redemptions during 2024 and 2025, decreases in the weighted average life of the remaining investment portfolio, and updates of market data used as quantitative assumptions in the model used to estimate the allowance for credit losses.

Depreciation expense for the three months ended March 31, 2025 and 2024 related to furniture and equipment owned by the Partnership.

Total interest expense decreased for the three months ended March 31, 2025 as compared to the same period in 2024 primarily due to:

•

A decrease of approximately $1.3 million due to lower average interest rates on our debt financings; and

•

An increase of approximately $977,000 due to an increase in the average outstanding principal of our debt financing instruments of approximately $61.3 million.

Net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the three months ended March 31, 2025 and 2024 (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024
Realized (gains) losses on derivatives, net	$	(763	)	$	(1,531	)
Unrealized (gains) losses on derivatives, net		3,267			(3,905	)
Net result from derivative transactions	$	2,504		$	(5,436	)

Realized gains decreased during the three months ended March 31, 2025 as compared to the same period in 2024 due to generally decreasing interest rates during 2024. Unrealized losses on derivatives, net, were approximately $3.3 million for the three months ended March 31, 2025, compared to unrealized gains of approximately $3.9 million for the three months ended March 31, 2024, resulting in increased losses of approximately $7.2 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of March 31, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.

The decrease in general and administrative expenses for the three months ended March 31, 2025 as compared to the same period in 2024 was primarily due to decreases of approximately $230,000 in employee compensation and benefits, and approximately $240,000 in professional and consulting fees. These decreases were partially offset by an increase of approximately $112,000 in administration fees paid to the General Partner due to higher assets under management.

The following table summarizes the segment's net interest income, average principal balances, and related yields earned on interest-earning assets and incurred on interest-bearing liabilities, as well as other income included in total revenues for the three months ended March 31, 2025 and 2024. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.


	For the Three Months Ended March 31,
	2025								2024
	Average Principal Balance		Interest Income/ Expense			Average Rates Earned/ Paid			Average Principal Balance		Interest Income/ Expense			Average Rates Earned/ Paid
Interest-earning assets:
Mortgage revenue bonds	$	939,284	$	14,501			6.2	%	$	841,075	$	12,612			6.0	%
Governmental issuer loans		172,505		3,135			7.3	%		208,405		4,289			8.2	%
Property loans		44,244		709			6.4	%		88,144		1,676			7.6	%
Other investments		52,139		993			7.6	%		26,547		525			7.9	%
Total interest-earning assets	$	1,208,172	$	19,338			6.4	%	$	1,164,171	$	19,102			6.6	%
Other income				959								94
Non-investment income				396								803
Total revenues			$	20,693							$	19,999

Interest-bearing liabilities:
Lines of credit	$	16,264	$	283			7.0	%	$	4,225	$	62			5.9	%
Fixed TEBS financing		236,141		2,365			4.0	%		239,364		2,396			4.0	%
Fixed TEBS Residual financing		52,280		936			7.2	%		61,378		1,099			7.2	%
Variable TEBS financing		-		-		N/A				66,455		779			4.7	%
Fixed 2024 PFA Securitization Financing		75,006		921			4.9	%		-		-		N/A
Fixed Term TOB financing		-		-		N/A				12,731		63			2.0	%
Variable TOB financing		645,486		7,634			4.7	%		579,736		8,068			5.6	%
Realized gains on interest rate swaps, net	N/A			(763	)	N/A			N/A			(1,531	)	N/A
Total interest-bearing liabilities	$	1,025,177	$	11,376			4.4	%	$	963,889	$	10,936			4.5	%
Net interest spread (1)			$	7,962			2.6	%			$	8,166			2.8	%

Interest expense on interest-bearing liabilities excluding realized gains on derivatives, net				12,139								12,467
Amortization of deferred finance costs				310								302
Total interest expense			$	12,449							$	12,769

(1)

Net interest spread equals interest income less interest expense, excluding amortization of deferred finance costs, and adjusted for realized (gains) losses on derivative instruments.

The following table summarizes the changes in interest income and interest expense for the three months ended March 31, 2025 and 2024, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, and 2) changes in the interest rates of the interest-earning assets and interest-bearing liabilities. All dollar amounts are in thousands.


	For the Three Months Ended March 31, 2025 vs. 2024
	Total Change			Volume $ Change			Rate $ Change
Interest-earning assets:
Mortgage revenue bonds	$	1,889		$	1,473		$	416
Governmental issuer loans		(1,154	)		(739	)		(415	)
Property loans		(967	)		(835	)		(132	)
Other investments		468			506			(38	)
Total interest-earning assets	$	236		$	405		$	(169	)

Interest-bearing liabilities:
Lines of credit	$	221			177			44
Fixed TEBS financing		(31	)		(31	)		-
Fixed TEBS Residual financing		(163	)		(163	)		-
Variable TEBS financing		(779	)		(779	)		-
Fixed 2024 PFA Securitization Financing		921			921			-
Fixed Term TOB financing		(63	)		(63	)		-
Variable TOB financing		(434	)		915			(1,349	)
Realized gains on interest rate swaps, net		768		N/A				768
Total interest-bearing liabilities	$	440		$	977		$	(537	)
Net interest spread change	$	(204	)	$	(572	)	$	368

Operational Matters

The multifamily properties securing our MRBs were all current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service payments as of March 31, 2025.

Our sole student housing property securing an MRB, Live 929 Apartments, was 94% occupied as of March 31, 2025, and is current on MRB debt service. The property began leasing for the 2025-2026 academic year and is approximately 37% leased as of April 30, 2025, which is ahead of preleasing in the prior year. The property leases exclusively to students, personnel and other tenants associated with the nearby Johns Hopkins University medical campus. The property is expected to be able to pay all operating expenses and debt service from operating cash flows for the 2024-2025 school year.

Construction and rehabilitation activities continue at properties securing our GILs, taxable GILs and related property loans. Three of the six underlying affordable multifamily properties had commenced leasing operations as of March 31, 2025. To date, these properties have not experienced any material supply chain disruptions for either construction materials or labor.

We have four MRBs, one taxable MRB, two GILs, and one property loan that have variable interest rates as of March 31, 2025. All such investments finance the construction of affordable multifamily properties. We regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget, available construction budget contingency balances, and the funding of certain equity commitments by the owners of the underlying properties. Though original development budgets are sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original projections. In such instances, the developer has either reallocated other available reserves and contingencies, deferred its developer fees, or made direct cash payments during construction. Borrowers for all such investments are current on debt service as of March 31, 2025. In all instances, we have developer completion guaranties as well as capital contributed by LIHTC equity investors that will only receive their tax credits upon completion and stabilization of the projects, which create a strong disincentive to default.

Freddie Mac, through a servicer, has forward committed to purchase each GIL at maturity at par if the property has reached stabilization and other conditions are met. The Freddie Mac forward commitment includes a forward committed interest rate that was set at the original closing of the GIL, with many committed rates being well below current market interest rates. Such forward committed rates significantly reduce refinance risk and incentivize borrowers to convert to the Freddie Mac loan to realize interest savings. Since the beginning of 2023 through April 2025, nine of our GIL investments have been purchased by Freddie Mac, through a servicer, and repaid in full.

Seniors and Skilled Nursing Investments Segment

The Seniors and Skilled Nursing Investments segment provides acquisition, construction and permanent financing for seniors housing and skilled nursing properties and a property loan associated with a master lease of essential healthcare support buildings. Seniors housing consists of a combination of independent living, assisted living and memory care units.

As of March 31, 2025, we owned two MRBs with aggregate outstanding principal of $65.1 million, with an outstanding commitment to provide additional funding of $1.9 million on a draw-down basis during construction. The MRBs are secured by a new construction, combined independent living, assisted living and memory care property in Traverse City, MI, with 174 total beds and a skilled nursing facility in Monroe Township, NJ with 120 beds. As of March 31, 2025, the Partnership also had a property loan with a principal balance of $7.3 million used to facilitate the purchase of a portfolio of nine essential healthcare support buildings located in eastern Pennsylvania. The loan is subordinate to the senior debt of the borrower and secured by a first priority security interest in master lease payments guaranteed by an investment grade healthcare system.

The following table compares the operating results for the Seniors and Skilled Nursing Investments segment for the periods indicated (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025		2024			$ Change			% Change
Seniors and Skilled Nursing Investments
Total revenues	$	1,232	$	748		$	484			64.7	%
Expenses:
Provision for credit losses		7		-			7		N/A
Interest expense		652		497			155			31.2	%
Net result from derivative transactions		532		(832	)		1,364			-163.9	%
Total expenses		1,191		(335	)		1,526			-455.5	%
Segment net income (loss)	$	41	$	1,083		$	(1,042	)		-96.2	%

Comparison of the Three Months Ended March 31, 2025 and 2024

Total revenues increased for the three months ended March 31, 2025 as compared to the same period in 2024 due to higher average principal balances of approximately $23.7 million.

The provision for credit losses for the three months ended March 31, 2025 related to increasing expected credit losses for a new property loan during the third quarter of 2024. The Partnership did not have any investments in this segment that required a provision for credit loss during the three months ended March 31, 2024.

Total interest expense increased for the three months ended March 31, 2025 as compared to the same period in 2024 due to higher average principal balances of approximately $19.0 million.

The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the three months ended March 31, 2025 and 2024 (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024
Realized (gains) losses on derivatives, net	$	(84	)	$	(132	)
Unrealized (gains) losses on derivatives, net		616			(700	)
Net result from derivative transactions	$	532		$	(832	)

Realized gains decreased during the three months ended March 31, 2025 as compared to the same period in 2024 due to generally decreasing interest rates during 2024. Unrealized losses on derivatives, net, were approximately $616,000 for the three months ended March 31, 2025, compared to unrealized gains of approximately $700,000 for the year ended March 31, 2024, resulting in increased losses of approximately $1.3 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of March 31, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.

Market-Rate Joint Venture Investments Segment

The Market-Rate Joint Venture Investments segment consists of our noncontrolling joint venture equity investments in market-rate multifamily properties, also referred to as our investments in unconsolidated entities or JV Equity Investments. Our JV Equity Investments are passive in nature. Operational oversight of each property is controlled by our respective joint venture partners according to each respective entity’s operating agreement. The properties are predominantly managed by property management companies affiliated with our joint venture partners. Decisions on when to sell an individual property are made by our respective joint venture partners based on their views of the local market conditions and current leasing trends.

We account for all our JV Equity Investments using the equity method and recognize our preferred returns during the hold period. Specifically for our Vantage JV Equity Investments, an affiliate of our Vantage joint venture partner provides a guaranty of our preferred returns for Vantage Properties through a date approximately five years after commencement of construction. Upon the sale of a property, net proceeds will be distributed according to the entity operating agreement. Sales proceeds distributed to us that represent previously unrecognized preferred return and gain on sale are recognized in net income upon receipt. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale. As a result, we may experience significant income recognition in those quarters when a property is sold and our equity investment is redeemed.

The following table compares operating results for the Market-Rate Joint Venture Investments segment for the periods indicated (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2025			2024			$ Change			% Change
Market-Rate Joint Venture Investments
Total revenues	$	3,199		$	1,624		$	1,575			97.0	%
Expenses:
Interest expense		1,034			538			496			92.2	%
Other income:
Gain on sale of investments in unconsolidated entities		5			50			(45	)		-90.0	%
Earnings (losses) from investments in unconsolidated entities		(233	)		(107	)		(126	)		117.9	%
Segment net income (loss)	$	1,937		$	1,029		$	908			88.2	%

Comparison of the Three Months Ended March 31, 2025 and 2024

The increase in total revenues for the three months ended March 31, 2025 as compared to the same period in 2024 was primarily due to the following:

•

An increase of approximately $1.9 million of investment income due to a preferred return distribution from Vantage at Loveland in March 2025;

•

A decrease of approximately $1.0 million of investment income due to certain investments meeting the maximum guaranteed preferred return during 2024 and 2025; and

•

An increase of approximately $651,000 in investment income related to preferred returns on equity contributions during 2024 and 2025.

Interest expense for the three months ended March 31, 2025 and 2024 is related to our General LOC that is primarily secured by the JV Equity Investments. The increase in interest expense is primarily due to higher average outstanding balances.

The gain on sale of JV Equity Investment for the three months ended March 31, 2025 and 2024 primarily related to final settlements of the Vantage at Coventry sale that occurred in January 2023.

Earnings (losses) on investments in unconsolidated entities is the Partnership’s recognition of its proportionate share of earnings (losses) using the equity method of accounting. Such investments typically incur losses during development and lease-up, particularly from depreciation, consistent with development plans. The increase for the three months ended March 31, 2025 as compared to the same period in 2024 is primarily due to general and administrative expenses at Valage Senior Living Carson Valley and non-capitalized and interest expense at Freestone Cresta Bella as the property commenced operations in September 2024.

Operational Matters

The “Portfolio Information” section in this Item 2 contains various occupancy and other operational information relating to the JV Equity Investments. Vantage at Helotes, Vantage at Fair Oaks, and Vantage at Hutto had previously achieved 90% physical

occupancy and are considered stabilized. Vantage at McKinney Falls, Vantage at Loveland, and Freestone Cresta Bella have previously completed construction.

Between December 2024 and March 2025, the managing members of Vantage at McKinney Falls, Vantage at Hutto, and Vantage at Loveland refinanced the construction loans at each property, which resulted in lower variable interest rates of over 100 basis points for each loan. The Vantage at Loveland refinancing resulted in additional loan proceeds, of which approximately $7.9 million were distributed to the Partnership. The distribution resulted in recognition of approximately $2.2 million of investment income in the first quarter of 2025.

In January 2025, the managing member of Vantage at Tomball sold the property to a third-party. We received gross proceeds of approximately $14.2 million upon sale, inclusive of the return of our capital contributions and accrued preferred return. We did not recognize any gain or loss on the transaction in the first quarter. The return for Vantage at Tomball was lower than past JV Equity Investments due to rising insurance costs in the Houston metropolitan area as well as the higher interest rate environment in recent years.

In May 2025, the managing member of Vantage at Helotes sold the property to a non-profit entity that financed the purchase by issuing tax-exempt and table bonds. We received gross proceeds of approximately $17.1 million, inclusive of the return of our capital contributions and accrued preferred return. We expect to recognize investment income of approximately $1.8 million and a gain on sale of approximately $163,000 in the second quarter of 2025, before settlement of final proceeds and expenses. We expect to recognize approximately $0.08 of net income per BUC and CAD per BUC, basic and diluted, based on the number of BUCs outstanding on the date of sale.

We have noted no material construction cost overruns for securing materials and labor needed to construct the properties underlying our JV Equity Investments, despite general supply chain constraints noted in recent years. However, Vantage at McKinney Falls did experience cost overruns due to delayed utility connections to the site by the local municipality. The lack of water connections delayed vertical construction and caused the general contractor to incur additional general conditions costs to otherwise ensure progress in construction. Since the beginning of 2024, we have contributed additional equity of $1.0 million to cover cost overages related to these delays.

The construction loans associated with our JV Equity Investments typically have variable interest rates, so we regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget and available construction budget contingency balances. Though original development budgets were sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original budgets. We have noted that some properties that are complete or nearing construction completion are incurring interest costs that exceed capitalized interest reserves, and such properties have utilized construction contingencies and developers have deferred a portion of their developer fee payments. Under the operating agreements, if additional capital is required, the parties to the JV Equity Investment will mutually agree on how to fund additional capital. From January 2024 through April 2025, we agreed to advance additional net equity totaling $8.7 million across six JV Equity Investments to cover primarily additional interest costs and certain property taxes and operating expenses. We may advance additional equity to certain JV Equity Investments during the remainder of 2025 though the ultimate amount is uncertain. The amount of such additional funding, if any, will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. We plan to contribute additional funds from unrestricted cash on hand or other currently available liquidity sources. Such additional equity may result in lower overall returns on our JV Equity Investments.

MF Properties Segment

As of March 31, 2025, the Partnership did not own any MF Properties. The Partnership previously owned the Suites on Paseo MF Property until the property was sold in December 2023 and there is no continuing involvement with the property. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment.

There was minimal income tax expense and no other operating results to report for the MF Properties segment for three months ended March 31, 2025 and 2024.

Liquidity and Capital Resources

We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to market interest rates and the general economic and geopolitical environment. The information below is based on our current expectations and projections about future events and financial trends, which could materially differ from actual results. See the discussion of Risk Factors in Item 1A of the Partnership’s Form 10-K for the year ended December 31, 2024 for further information.

Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments (net of leverage secured by the investment assets); debt service (principal and interest payments) related to our debt financings; repayments of our secured lines of credit balances; and distribution payments to Unitholders. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments, proceeds from asset redemptions and sales in the normal course of business, and potentially additional debt financing issued in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.

Our long-term liquidity requirements will be primarily for maturities of debt financings, funding purchases of additional investment assets (net of leverage secured by the investment assets), and repayments of our secured lines of credit balances. We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders; contractual principal and interest payments from our investments; and proceeds from asset redemptions and sales in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.

Sources of Liquidity

The Partnership’s principal sources of liquidity consist of:

•

Unrestricted cash on hand;

•

Operating cash flows from investment assets;

•

Secured lines of credit;

•

Proceeds from the redemption or sale of assets;

•

Proceeds from obtaining additional debt; and

•

Issuances of debt securities, BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests.

Unrestricted Cash on Hand

As of March 31, 2025, we reported unrestricted cash on hand of approximately $51.4 million. There are no contractual restrictions on our ability to use unrestricted cash on hand. The Partnership has a financial covenant to maintain a minimum consolidated liquidity of $6.3 million under the terms of our financing arrangements.

Operating Cash Flows from Investment Assets

Cash flows from operations are primarily comprised of regular principal and interest payments received on our investment assets that provide consistent cash receipts throughout the year. All MRBs, taxable MRBs, GILs, taxable GILs and property loans are current on contractual debt service payments as of March 31, 2025. Investment receipts, net of interest expense on related debt financing and lines of credit, are available for our general use. We also receive distributions from JV Equity Investments if, and when, cash is available for distribution.

Receipt of cash from our investments in MRBs, taxable MRBs, and JV Equity Investments is dependent upon the generation of net cash flows at multifamily properties that underlie these investments. These underlying properties are subject to risks usually associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses.

Receipt of cash from our investments in GILs, taxable GILs, and construction financing and mezzanine property loans is dependent on the availability of funds in the original development budgets. The current rising interest rate environment is resulting in higher interest costs for properties with variable rate construction financing. We regularly monitor capitalized interest costs in comparison to capitalized

interest reserves in the property’s development budget, available construction cost contingencies balances, and the funding of certain equity commitments by the owners of the underlying property. The developers may also make cash payments to pay interest due to avoid claims under their payment and completion guaranties.

Secured Lines of Credit

We maintain a General LOC with a commitment of up to $50.0 million to purchase additional investments and to meet general working capital and liquidity requirements. We may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of a borrowing base. The aggregate available commitment cannot exceed a borrowing base calculation, which is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100% of our equity capital contributions to JV Equity Investments, subject to certain limits and restrictions. The General LOC is secured by first priority security interests in our JV Equity Investments. We have the ability to increase the total maximum commitment by an additional $10.0 million to $60.0 million, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. We will evaluate whether to increase the commitment based on the size of the borrowing base, liquidity needs and costs of such additional commitments. We are subject to various affirmative and negative covenants that, among others, require us to maintain consolidated liquidity of not less than $6.3 million (which will increase up to a maximum of $7.5 million if the maximum available commitment is fully increased to $60.0 million) and maintain a consolidated tangible net worth of not less than $200.0 million. We were in compliance with all covenants as of March 31, 2025. The balance of the General LOC was fully drawn with a balance of $50.0 million as of March 31, 2025. The General LOC has a maturity date of June 2025, with options to extend for up to two additional years, subject to certain terms and conditions.

We maintain an Acquisition LOC with a commitment of up to $50.0 million that may be used to fund purchases of MRBs, taxable MRBs, or loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (i.e., GILs, taxable GILs, and property loans), or master lease agreements guaranteed by investment grade tenants. Advances on the Acquisition LOC are generally due on the 270th day following the advance date but may be extended for up to an additional 270 days by making certain payments. 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 Acquisition LOC contains a covenant, among others, that our senior debt will not exceed a specified percentage of the market value of our assets to be consistent with the Leverage Ratio (as defined by the Partnership). We were in compliance with all covenants as of March 31, 2025. There was a balance of $8.5 million outstanding on the Acquisition LOC and approximately $41.5 million was available as of March 31, 2025. The Acquisition LOC has a maturity date of June 2025, with a one-year extension option, subject to certain terms and conditions.

Proceeds from the Redemption or Sale of Assets

We may, from time to time, experience redemptions of or execute sales of our investments in MRBs, GILs, property loans, JV Equity Investments and MF Properties consistent with our strategic plans. Borrowers on certain of our MRBs, GILs, and property loans have the right to prepay amounts outstanding prior to contractual maturity which would result in the return of our capital, net of repayment of leverage on the related asset.

Many of our GIL and property loan investments have maturity dates within the next 12 months, which will be purchased by Freddie Mac, through a servicer, or repaid by the borrower on or before the maturity at prices equal to the principal outstanding plus accrued interest. Such proceeds will be primarily used to repay our related debt financing. In January 2025, the Willow Place GILs and the Osprey Village GIL with outstanding principal totaling $82.2 million were redeemed at par plus accrued interest, of which approximately $67.2 million was used to repay the related outstanding debt financings, resulting in net cash to the Partnership of approximately $15.0 million. We regularly monitor the progress of the underlying properties and the likelihood of redemption upon maturity and currently have no concerns regarding repayment. Borrowers of certain GIL and property loan investments may request an extension of the maturity dates up to six months, subject to meeting various conditions, obtaining an approval of Freddie Mac to extend the maturity date of the forward purchase commitment, and payment of an extension fee to us.

Our MRB portfolio is marked at a premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for investments with similar terms. We may consider selling certain MRB investments in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRB investments included in our TEBS Financings.

Our ability to dispose of investment assets on favorable terms is dependent upon several factors including, but not limited to, the number of potential buyers and the availability of credit to such potential buyers to purchase investment assets at prices we consider acceptable. Recent volatility in market interest rates, recent inflation and the potential for an economic recession may negatively impact the potential prices we could realize upon the disposition of our various assets.

Our JV Equity Investments are passive in nature and decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends. We are entitled to proceeds upon the sales of JV Equity Investments in accordance with the terms of the entity operating agreement. There were no JV Equity Investments sold during 2024. In January 2025, Vantage at Tomball was sold by the managing member with gross proceeds to the Partnership totaling approximately $14.2 million. In May 2025, Vantage at Helotes was sold by the managing member with gross proceeds to the Partnership totaling approximately $17.1 million, before consideration of the Partnership’s purchase of a portion of MRBs issued to finance the sale of the property.

Proceeds from Obtaining Additional Debt

We hold certain investments that are not associated with our debt financings or secured lines of credit. We may obtain leverage for these investments by posting the investments as security. As of March 31, 2025, our primary unleveraged assets were certain MRBs and taxable MRBs with outstanding principal totaling approximately $3.5 million.

Issuances of Debt Securities, BUCs, Series A-1 Preferred Units or Series B Preferred Units

We may, from time to time, issue additional BUCs, Preferred Units, or debt securities, in one or more offerings, at prices or quantities that are consistent with our strategic goals. In December 2022, the Partnership's Shelf Registration Statement was declared effective by the SEC under which the Partnership may, from time to time, offer and sell BUCs, Preferred Units, or debt securities, in one or more offerings, with a maximum aggregate offering price of $300.0 million. Debt securities issued under the Shelf Registration Statement may be senior or subordinate obligations of the Partnership. The Shelf Registration Statement will expire in December 2025.

In March 2024, we entered into a Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as Agents, pursuant to which the Partnership may offer and sell, from time to time through or to the Agents, BUCs having an aggregate offering price of up to $50.0 million. As of March 31, 2025, we have sold 92,802 BUCs for gross proceeds of $1.5 million under the Sales Agreement to date.

We have one registration statement on Form S-3 covering the offering of Series B Preferred Units that has been declared effective by the SEC. The following table summarizes the Partnership's current Preferred Unit offering:

     Preferred Unit Series

     Initial Registration Effectiveness Date

     Expiration Date

     Unit Offering Price

     Distribution Rate

     Optional Redemption Date

     Units Issued as of
March 31, 2025

     Remaining Units Available to Issue as of
March 31, 2025

Series B

September 2024

September 2027

10.00

5.75%

Sixth anniversary

2,000,000

8,000,000

(1)

(1)

The Partnership is able to issue Series B Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series B Preferred Units, is no less than two times the aggregate book value of all Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, inclusive of the amount to be issued.

In March 2025, we issued 2,000,000 Series B Preferred Units to an existing investor for gross proceeds of $20.0 million.

In April 2024, we commenced a registered offering of up to $25.0 million of BUCs which are being offered and sold pursuant to the effective Shelf Registration Statement and a prospectus supplement filed with the SEC relating to this offering. As of the date of this filing, we have not issued any BUCs in connection with this offering.

We may also designate and issue additional series of preferred units representing limited partnership interests in the Partnership in accordance with the terms of the Partnership Agreement.

Uses of Liquidity

Our principal uses of liquidity consist of:

•

General and administrative expenses;

•

Investment funding commitments;

•

Debt service on debt financings, mortgage payable, and secured lines of credit;

•

Distributions paid to holders of Preferred Units and BUCs;

•

Redemptions of Preferred Units; and

•

Other contractual obligations.

General and Administrative Expenses

We use cash to pay general and administrative expenses of our operations. For additional details, see Item 1A, “Risk Factors” in the Partnership’s the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 and the section captioned “Cash flows from operating activities” in the condensed consolidated statements of cash flows set forth in Item 1 of this Report. General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows.

Investment Funding Commitments

Our overall strategy is to invest in quality multifamily properties through the acquisition of MRBs, GILs, property loans and JV Equity Investments in both existing and new markets. We evaluate investment opportunities based on, but not limited to, our market outlook, including general economic conditions, development opportunities and long-term growth potential. Our ability to make future investments is dependent upon identifying suitable acquisition and development opportunities, access to long-term financing sources, and the availability of investment capital. We may commit to fund additional investments on a draw-down or forward basis. The following table summarizes our outstanding investment commitments as of March 31, 2025:


							Projected Funding by Year (1)
Property Name	Commitment Date	Asset Maturity Date	Total Commitment		Remaining Commitment as of March 31, 2025		Remainder of 2025		2026		2027		Interest Rate	Related Debt Financing (2)
Mortgage Revenue Bonds
Meadow Valley	December 2021	December 2029	$	44,000,000	$	1,935,000	$	1,935,000	$	-	$	-	6.25%	Variable TOB
Residency at Empire Series BB-4	December 2022	December 2040		47,000,000		18,350,000		18,350,000		-		-	6.45% (4)	Variable TOB
Subtotal				91,000,000		20,285,000		20,285,000		-		-

Taxable Mortgage Revenue Bonds
Residency at Empire Series BB-T	December 2022	December 2025 (3)	$	9,404,500	$	8,404,500	$	8,404,500	$	-	$	-	7.45%	Variable TOB

Governmental Issuer Loans
Poppy Grove III	September 2022	October 2025	$	44,819,507	$	1,569,507	$	1,569,507	$	-	$	-	6.78%	Variable TOB
Natchitoches Thomas Apartments	December 2024	July 2027 (3)		19,000,000		12,500,000		6,000,000		6,500,000		-	7.92%	(5)
Subtotal				63,819,507		14,069,507		7,569,507		6,500,000		-

Taxable Governmental Issuer Loans
Poppy Grove II	September 2022	October 2025	$	9,141,300	$	3,941,300	$	3,941,300	$	-	$	-	6.78%	Variable TOB
Poppy Grove III	September 2022	October 2025		18,780,493		17,780,493		17,780,493		-		-	6.78%	Variable TOB
Natchitoches Thomas Apartments	December 2024	July 2027 (3)		4,000,000		3,000,000		-		3,000,000		-	7.92%	(5)
Subtotal				31,921,793		24,721,793		21,721,793		3,000,000		-

Property Loans
Sandoval Flats	November 2024	December 2027 (3)	$	29,846,000	$	28,846,000	$	-	$	24,150,000	$	4,696,000	7.48%	(5)

Equity Investments
Vantage at San Marcos (6), (7)	November 2020	N/A	$	9,914,529	$	8,943,914	$	8,943,914	$	-	$	-	N/A	N/A
Freestone Greeley (7)	October 2022	N/A		16,035,710		10,562,345		10,562,345		-		-	N/A	N/A
Freestone Ladera	December 2023	N/A		17,097,624		1,161,484		1,161,484		-			N/A	N/A
Subtotal				43,047,863		20,667,743		20,667,743		-		-

Bond Purchase Commitments
Kindred Apartments	March 2025	December 2027	$	21,921,000	$	21,921,000	$	-	$	-	$	21,921,000	6.875%	N/A

Total Commitments			$	290,960,663	$	138,915,543	$	78,648,543	$	33,650,000	$	26,617,000

(1)

Projected fundings by year are based on current estimates and the actual funding schedule may differ materially due to, but not limited to, the pace of construction, adverse weather conditions, delays in governmental approvals or permits, the availability of materials and contractors, and labor disputes.

(2)

We have securitized the indicated assets in TOB trust financing facilities that allow for additional principal proceeds as the remaining investment commitments are funded by us. See Note 13 for further details on debt financing.

(3)

The borrower may elect to extend the maturity date for up to six months upon meeting certain conditions, which may include payment of a non-refundable extension fee.

(4)

Upon stabilization, the MRB will resize to an amount not to exceed $3.3 million and become subordinate to the other senior MRBs of the borrower. In December 2029, the interest rate will convert to a fixed rate of 10.0%.

(5)

All draws to date on this investment were funded with proceeds from the Acquisition LOC. The Partnership expects to sell the related investment into the Construction Lending JV in the future.

(6)

The property became a consolidated VIE effective during the fourth quarter of 2021.

(7)

A development site has been identified for this property but construction had not commenced as of March 31, 2025.

We are committed to fund 10% of the capital for the Construction Lending JV with the remainder to be funded by a third-party investor with each party contributing its proportionate capital contributions upon funding of future investments. Our capital will be contributed on a draw-down basis over the term of the underlying investments of the Construction Lending JV. As of March 31, 2025, our maximum capital commitment is approximately $8.3 million. However, our maximum commitment may increase if additional third-party capital commitments are obtained by the Construction Lending JV. In April 2025, the Partnership transferred the Natchitoches Thomas Apartments GIL, taxable GIL, and related future funding commitments to the Construction Lending JV at prices that approximated outstanding principal plus accrued interest.

In addition, we will consider providing additional financing to borrowers on our debt investments or additional equity to our JV Equity Investments above our original commitments if requested by the borrowers and managing members, respectively, on a case-by-case basis. When considering whether to fund such requests, we will consider various factors including, but not limited to, the economic return on additional investments in the entity, the impact to the Partnership’s credit and investment risk from either funding or withholding funding, and the requesting entity’s other available sources of funding. From January 2024 through April 2025, we advanced additional net equity totaling $9.7 million across six JV Equity Investments. The additional capital was used to cover development cost overruns, primarily due to higher than anticipated interest costs, and certain operating expenses. We anticipate making additional investments in certain JV Equity Investments during 2025 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. The Partnership plans to contribute such additional funds from unrestricted cash on hand or other currently available liquidity sources.

Debt Service on Debt Financings, Mortgage Payable and Secured Lines of Credit

Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRB, taxable MRB, GIL, taxable GIL and certain property loan investment assets. The financing arrangements generally involve the securitization of these investment assets into trusts whereby we retain beneficial interests in the trusts that provide us certain rights to the underlying investment assets. The senior securities are sold to unaffiliated parties in exchange for debt proceeds. The senior securities require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. We are required to fund any shortfall in principal and interest payable to the senior securities of the TEBS Financings in the case of non-payment, forbearance or default of the borrowers’ contractual debt service payments of the related MRBs, up to the value of our residual interests. In the case of forbearance or default on an underlying investment asset in a term TOB or TOB trust financing, we may be required to fund shortfalls in principal and interest payable to the senior securities, repurchase a portion of the outstanding senior securities, or repurchase the underlying investment asset and seek alternative financing. We anticipate that cash flows from the securitized investment assets will fund normal, recurring principal and interest payments to the senior securities and all trust-related fees.

When possible, we structure the debt financing maturity dates associated with our GIL, taxable GIL, and property loan investments to match the investment maturity dates such that investment redemption proceeds will redeem the outstanding debt financing.

Our debt financing arrangements include various fixed rate and variable rate debt arrangements. Recent increases in short-term interest rates have resulted in increases in the interest costs associated with our variable rate debt financing arrangements. We actively manage our portfolio of fixed rate and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed rate and variable rate debt financings as of March 31, 2025 and December 31, 2024:


		March 31, 2025						December 31, 2024
Securitized Assets - Fixed or Variable Interest Rates	Related Debt Financing - Fixed or Variable Interest Rates	Outstanding Principal			% of Total Debt Financing			Outstanding Principal		% of Total Debt Financing
Fixed	Fixed	$	362,422,787			34.1	%	$	363,885,818		33.2	%
Variable (1)	Variable (1)		98,660,000			9.3	%		152,040,000		13.8	%
Fixed	Variable		176,237,749	(2)		16.6	%		17,882,177		1.6	%
Fixed	Variable - Hedged (3)		424,005,250			40.0	%		564,508,822		51.4	%
Total		$	1,061,325,786					$	1,098,316,817

(1)

The securitized assets and related debt financing each have variable interest rates, though the variable rate indices may differ on individual transactions. As such, the Partnership is largely hedged against rising interest rates.

(2)

Approximately $140.4 million of this amount relates to investment assets with maturity dates in October to December 2025.

(3)

The variable-rate debt financing is hedged through our interest rate swap agreements. Though the variable rate indices may differ, these interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. See further discussion of our interest rate hedging activities below.

The interest rate paid on our variable rate debt financings are generally determined by the senior securities remarketing agent as the rate necessary to remarket any senior securities tendered by holders thereof for remarketing that week at a price of par. Interest on the senior securities is either taxable or tax-exempt to the holders based on the structure of the debt financing. The senior securities rate on debt financings structured as tax-exempt to the senior securities holders are typically correlated to tax-exempt municipal short-term securities indices, such as SIFMA. The senior securities rate on debt financings structured as taxable to the senior securities holders are typically correlated to taxable short-term securities indices, such as SOFR.

We have hedged a portion of our overall exposure to changes in market interest rates on our variable rate debt financings through various interest rate swaps. Our interest rate swaps are subject to monthly settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. We are currently a net receiver on our

portfolio of interest rate swaps and received net settlement proceeds totaling approximately $847,000 and $1.7 million during the three months ended March 31, 2025 and 2024, respectively.

The majority of our variable rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future. We apply a 70% conversion ratio when determining the notional amount of our interest rate swaps such that, as an example, a $7.0 million notional amount indexed to SOFR is the equivalent to $10.0 million notional amount for tax-exempt debt financing. As such, the reported amount of variable debt financing in the table above exceeds the stated notional amount of the SOFR-indexed interest rate swaps as of March 31, 2025. The following table summarizes the average stated SOFR-denominated notional amount by year for our existing interest rate swaps as of March 31, 2025 (before applying our assumed 70% ratio of tax-exempt municipal securities rates to SOFR):


Year	Average Notional
Remainder of 2025	$	307,461,918
2026		300,528,466
2027		217,943,332
2028		155,697,132
2029		119,142,299
2030		19,392,800
2031		11,799,667
2032		9,583,000
2033		6,577,667
2034		2,537,500

When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement with the lender based on the market value of the investment asset(s) at the time of initial closing. If the net aggregate value of our investment assets in TOB trust financings and our interest rate swap agreements decline below a certain threshold, then we are required to post additional collateral with our counterparties. We had approximately $3.2 million of net cash collateral returned to us by Mizuho during the three months March 31, 2025 due primarily to increases in the value of our fixed interest rate investment assets funded with TOB trusts resulting from generally declining market interest rates. Continuing volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. The valuation of our interest rate swaps generally change inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements.

The 2024 PFA Securitization Transaction is secured by the cash flows on the senior custodial receipts associated with the 2024 PFA Securitization Bonds. The holders of the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction are entitled to interest at a fixed rate of 4.10% per annum, payable monthly, and all principal payments from the 2024 PFA Securitization Bonds until the stated amount of the Affordable Housing Multifamily Certificates is reduced to zero, which will be no later than September 2039. The Partnership will also pay credit enhancement, servicing, and trustee fees related to the 2024 PFA Securitization Transaction totaling 0.80% per annum. The 2024 PFA Securitization Transaction is non-recourse to the Partnership, does not require mark-to-market collateral posting, and has a term that matches the term of the underlying MRBs.

Our TEBS Residual Financing is secured by the cash flows from the residual certificates of our TEBS Financings and residual custodial receipts associated with the 2024 PFA Securitization Bonds. Interest due on the TEBS Residual Financing is at a fixed rate of 7.125% per annum and will be paid from receipts related to the TEBS Financing residual certificates. Future receipts of principal related to the TEBS Financing residual certificates will be used to pay down the principal of the TEBS Residual Financing. The TEBS Residual Financing is non-recourse financing to the Partnership and is not subject to mark-to-market collateral posting.

Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances and certain quarterly commitment fees. Such obligations are paid primarily from operating cash flows. The Acquisition LOC requires principal payments as previously described in this Item 2. The General LOC does not require principal payments until maturity in June 2025, subject to extension options, so long as the outstanding principal does not exceed the borrowing base calculation.

The following table summarizes contractual maturities by year for our secured lines of credit, debt financings, and mortgages payable as of March 31, 2025:


	Secured Lines of Credit		Debt Financing		Mortgage Payable		Total
Remainder of 2025	$	58,500,000	$	214,308,471	$	310,219	$	273,118,690
2026		-		155,370,434		-		155,370,434
2027		-		194,311,705		-		194,311,705
2028		-		155,590,360		-		155,590,360
2029		-		10,606,158		-		10,606,158
Thereafter		-		331,138,658		-		331,138,658
Total	$	58,500,000	$	1,061,325,786	$	310,219	$	1,120,136,005

The table above is as of March 31, 2025, and does not reflect the various debt financing transactions that occurred in April and May 2025 that are disclosed in Note 25 of the condensed consolidated financial statements.

Distributions Paid to Holders of Preferred Units and BUCs

Distributions to the holders of Series A-1 Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. Distributions to the holders of Series B Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 5.75%. The Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.

On March 17, 2025, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly cash distribution of $0.37 per BUC to unitholders of record on March 31, 2025 and payable on April 30, 2025.

The Partnership and its General Partner continually assess the level of distributions for the Preferred Units and BUCs based on cash available for distribution, financial performance and other factors considered relevant.

Redemptions of Preferred Units

Our outstanding Series A-1 and Series B Preferred Units are subject to optional redemption by the holders or the Partnership upon the sixth anniversary of issuance and on each anniversary thereafter. The earliest optional redemption dates for the currently outstanding Preferred Units range from April 2028 to March 2031.

Other Contractual Obligations

We are subject to various guaranty obligations in the normal course of business, and, in most cases, do not anticipate these obligations to result in significant cash payments.

Cash Flows

In the three months ended March 31, 2025, we generated cash of $33.1 million, which was the net result of $10.3 million provided by operating activities, $61.3 million provided by investing activities, and $38.5 million used in financing activities.

Cash provided by operating activities totaled $10.3 million for the three months ended March 31, 2025, as compared to $3.4 million generated for the three months ended March 31, 2024. The change between periods was due to the following factors:

•

A decrease of $7.3 million in net income;

•

An increase of $7.0 million related to changes in the preferred return receivable from unconsolidated entities;

•

A total increase of $634,000 in non-cash provisions for credit loss and loan loss;

•

An increase of $8.4 million related to reduction in the unrealized gain on interest rate derivatives; and

•

A decrease of $1.9 million of cash related to changes in the Partnership's net operating assets and liabilities.

Cash provided by investing activities totaled $61.3 million in the three months ended March 31, 2025, as compared to cash generated of $76.8 million in the three months ended March 31, 2024. The change between periods was primarily due to the following factors:

•

A net decrease of $24.2 million of cash due to higher advances on MRBs, taxable MRBs, GILs, taxable GILs and property loans;

•

A net decrease of $5.3 million of cash due to overall lower paydowns and redemptions of MRBs, taxable MRBs, GILs, taxable GILs and property loans;

•

A decrease of $748,000 of cash due to higher contributions to unconsolidated entities;

•

An increase of $11.4 million of cash due to greater proceeds from the sale of investments in unconsolidated entities;

•

An increase of $2.1 million of cash due to greater proceeds from the return of investments in unconsolidated entities; and

•

An increase of $1.4 million of cash due to proceeds from the sale of land held for development.

Cash used in financing activities totaled $38.5 million in the three months ended March 31, 2025, as compared to cash used of $56.9 million in the three months ended March 31, 2024. The change between periods was primarily due to the following factors:

•

An increase of $15.0 million of cash related to proceeds from the issuance of Preferred Units;

•

A net increase of $6.5 million of cash due to lower paydowns on the secured lines of credit;

•

A decrease of $1.4 million due to principal payments on mortgages payable;

•

A decrease of $1.1 million in net cash proceeds from the sale of BUCs; and

•

A net decrease of $543,000 of cash due to less proceeds from debt financing.

We believe our cash balance and cash provided by the sources discussed herein will be sufficient to pay, or refinance, our debt obligations and to meet our liquidity needs over the next 12 months.

Leverage Ratio

We set target constraints for each type of financing utilized by us. Those constraints are dependent upon several factors, including the assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market collateral calls, and the liquidity and marketability of the financed collateral. We use target constraints for each type of financing to manage to an overall 80% maximum Leverage Ratio, as established by the Board of Managers. The Board of Managers retains the right to change the maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of March 31, 2025, our overall Leverage Ratio was approximately 74%.

Off Balance Sheet Arrangements

As of March 31, 2025 and December 31, 2024, we held MRB, GIL, taxable MRB, taxable GIL and certain property loan investments that are secured by affordable multifamily and seniors housing properties, which are owned by entities that are not controlled by us. We have no equity interest in these entities and do not guarantee any obligations of these entities.

As of March 31, 2025, we own noncontrolling equity interests in various unconsolidated entities for the development of market rate multifamily and seniors housing properties. We account for these equity interests using the equity method of accounting and the assets, liabilities, and operating results of the underlying entities are not included in our condensed consolidated financial statements.

We have entered into various financial commitments and guaranties. For additional discussions related to commitments and guaranties, see Note 16 to the condensed consolidated financial statements.

We do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties, other than those disclosed in Note 19 to the condensed consolidated financial statements.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could

differ from those estimates. 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) allowance for credit losses.

The Partnership’s critical accounting estimates are the same as those described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, see Note 2 to the Partnership’s condensed consolidated financial statements.

Community Investments

The Partnership has invested and intends to invest in assets which are and will be purchased in order to support underlying community development activities targeted to low- and moderate-income individuals, such as affordable housing, small business lending, and job creating activities in areas of the United States. These investments may be eligible for regulatory credit under the CRA and available for allocation to holders of our Preferred Units (see Note 17 to Partnership's condensed consolidated financial statements).

The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of May 6, 2025:

     Property Name

     Investment
Available for
Allocation

     Senior Bond 
Maturity Date (1)

     Street

     City

     County

     State

     Zip

The Safford

34,185,000

10/10/2026

8740 North Silverbell Road

Marana

Pima

AZ

85743

CCBA Senior Garden Apartments

3,807,000

7/1/2037

438 3rd Ave

San Diego

San Diego

CA

92101

Courtyard Apartments

10,230,000

12/1/2033

4127 W. Valencia Dr

Fullerton

Orange

CA

92833

Glenview Apartments

4,670,000

12/1/2031

2361 Bass Lake Rd

Cameron Park

El Dorado

CA

95682

Harden Ranch Apartments

6,960,000

3/1/2030

1907 Dartmouth Way

Salinas

Monterey

CA

93906

Harmony Court Apartments

3,730,000

12/1/2033

5948 Victor Street

Bakersfield

Kern

CA

93308

Harmony Terrace Apartments

6,900,000

1/1/2034

941 Sunset Garden Lane

Simi Valley

Ventura

CA

93065

Las Palmas II Apartments

1,695,000

11/1/2033

51075 Frederick Street

Coachella

Riverside

CA

92236

Montclair Apartments

2,530,000

12/1/2031

150 S 19th Ave

Lemoore

Kings

CA

93245

Montecito at Williams Ranch

7,690,000

10/1/2034

1598 Mesquite Dr

Salinas

Monterey

CA

93905

Montevista

720,000

7/1/2036

13728 San Pablo Avenue

San Pablo

Contra Costa

CA

94806

Ocotillo Springs

2,500,000

8/1/2038

1615 I St

Brawley

Imperial

CA

92227

Poppy Grove I

56,846,000

10/1/2025

10149 Bruceville Road

Elk Grove

Sacramento

CA

95624

Poppy Grove II

33,191,300

10/1/2025

10149 Bruceville Road

Elk Grove

Sacramento

CA

95624

Poppy Grove III

51,319,507

10/1/2025

10149 Bruceville Road

Elk Grove

Sacramento

CA

95624

Residency at Empire (2)

64,550,000

12/31/2040

2814 W Empire Avenue

Burbank

Los Angeles

CA

91504

Residency at the Entrepreneur (3)

72,000,000

3/31/2040

1657-1661 North Western Avenue

Hollywood

Los Angeles

CA

90027

Residency at the Mayer (4)

41,000,000

3/22/2026

5500 Hollywood Boulevard

Hollywood

Los Angeles

CA

90028

San Vicente Townhomes

3,495,000

11/1/2033

250 San Vicente Road

Soledad

Monterey

CA

93960

Santa Fe Apartments

1,565,000

12/1/2031

16576 Sultana St

Hesperia

San Bernardino

CA

92345

Seasons Lakewood Apartments

7,350,000

1/1/2034

21309 Bloomfield Ave

Lakewood

Los Angeles

CA

90715

Seasons San Juan Capistrano Apartments

12,375,000

1/1/2034

31641 Rancho Viejo Rd

San Juan Capistrano

Orange

CA

92675

Seasons At Simi Valley

4,376,000

9/1/2032

1606 Rory Ln

Simi Valley

Ventura

CA

93063

Solano Vista Apartments

2,655,000

1/1/2036

40 Valle Vista Avenue

Vallejo

Solano

CA

94590

Summerhill Family Apartments

6,423,000

12/1/2033

6200 Victor Street

Bakersfield

Kern

CA

93308

Sycamore Walk

2,132,000

1/1/2033

380 Pacheco Road

Bakersfield

Kern

CA

93307

Tyler Park Townhomes

2,075,000

1/1/2030

1120 Heidi Drive

Greenfield

Monterey

CA

93927

Village at Madera Apartments

3,085,000

12/1/2033

501 Monterey St

Madera

Madera

CA

93637

Vineyard Gardens

995,000

1/1/2035

2800 E Vineyard Ave

Oxnard

Ventura

CA

93036

Wellspring Apartments

3,900,000

9/1/2039

1500 East Anaheim Street

Long Beach

Los Angeles

CA

90813

Westside Village Apartments

3,970,000

1/1/2030

595 Vera Cruz Way

Shafter

Kern

CA

93263

Handsel Morgan Village

2,150,000

3/1/2041

Elliot and South Street

Buford

Gwinnett

GA

30518

MaryAlice Circle

5,900,000

3/1/2041

Arnold Street and Gwinnett Street

Buford

Gwinnett

GA

30518

Copper Gate Apartments

5,220,000

12/1/2029

3140 Copper Gate Circle

Lafayette

Tippecanoe

IN

47909

Renaissance Gateway Apartments

11,500,000

6/1/2050

650 N. Ardenwood Drive

Baton Rouge

East Baton Rouge Parish

LA

70806

Woodington Gardens Apartments

33,727,000

5/1/2029

201 South Athol Avenue

Baltimore

Baltimore

MD

21229

Legacy Commons at Signal Hills

34,620,000

8/1/2025

50 Signal Hills Center

West Saint Paul

Dakota

MN

55118

Jackson Manor Apartments

4,828,000

5/1/2038

332 Josanna Street

Jackson

Hinds

MS

39202

Silver Moon Apartments

8,500,000

8/1/2055

901 Park Avenue SW

Albuquerque

Bernalillo

NM

87102

Village at Avalon

16,400,000

1/1/2059

915 Park SW

Albuquerque

Bernalillo

NM

87102

Columbia Gardens Apartments

15,000,000

12/1/2050

4000 Plowden Road

Columbia

Richland

SC

29205

Companion at Thornhill Apartments

11,500,000

1/1/2052

930 East Main Street

Lexington

Lexington

SC

29072

The Ivy Apartments

30,500,000

2/1/2030

151 Century Drive

Greenville

Greenville

SC

29607

The Palms at Premier Park

20,152,000

1/1/2050

1155 Clemson Frontage Road

Columbia

Richland

SC

29229

The Park at Sondrio Apartments

39,200,000

1/1/2030

3500 Pelham Road

Greenville

Greenville

SC

29615

The Park at Vietti Apartments

27,865,000

1/1/2030

1000 Hunt Club Lane

Spartanburg

Spartanburg

SC

29301

Village at River's Edge

10,000,000

6/1/2033

Gibson & Macrae Streets

Columbia

Richland

SC

29203

Willow Run

15,000,000

12/18/2050

511 Alcott Drive

Columbia

Richland

SC

29203

Windsor Shores Apartments

22,350,000

2/1/2030

1000 Windsor Shores Drive

Columbia

Richland

SC

29223

Angle Apartments

21,000,000

1/1/2054

4250 Old Decatur Rd

Fort Worth

Tarrant

TX

76106

Avistar at Copperfield (Meadow Creek)

14,000,000

5/1/2054

6416 York Meadow Drive

Houston

Harris

TX

77084

Avistar at the Crest Apartments

10,147,160

3/1/2050

12660 Uhr Lane

San Antonio

Bexar

TX

78217

Avistar at the Oaks

8,899,048

8/1/2050

3935 Thousand Oaks Drive

San Antonio

Bexar

TX

78217

Avistar at Wilcrest (Briar Creek)

3,470,000

5/1/2054

1300 South Wilcrest Drive

Houston

Harris

TX

77042

Avistar at Wood Hollow (Oak Hollow)

40,260,000

5/1/2054

7201 Wood Hollow Circle

Austin

Travis

TX

78731

Avistar in 09 Apartments

7,743,037

8/1/2050

6700 North Vandiver Road

San Antonio

Bexar

TX

78209

Avistar on Parkway

13,425,000

5/1/2052

9511 Perrin Beitel Rd

San Antonio

Bexar

TX

78217

Avistar on the Blvd

17,422,805

3/1/2050

5100 USAA Boulevard

San Antonio

Bexar

TX

78240

Avistar on the Hills

5,670,016

8/1/2050

4411 Callaghan Road

San Antonio

Bexar

TX

78228

Crossing at 1415

7,590,000

12/1/2052

1415 Babcock Road

San Antonio

Bexar

TX

78201

Concord at Gulf Gate Apartments

9,185,000

2/1/2032

7120 Village Way

Houston

Harris

TX

77087

Concord at Little York Apartments

13,440,000

2/1/2032

301 W Little York Rd

Houston

Harris

TX

77076

Concord at Williamcrest Apartments

19,820,000

2/1/2032

10965 S Gessner Rd

Houston

Harris

TX

77071

Esperanza at Palo Alto Apartments

19,540,000

7/1/2058

SWC of Loop 410 and Highway 16 South

San Antonio

Bexar

TX

78224

Heights at 515

6,435,000

12/1/2052

515 Exeter Road

San Antonio

Bexar

TX

78209

Oaks at Georgetown Apartments

12,330,000

1/1/2034

550 W 22nd St

Georgetown

Williamson

TX

78626

Sandy Creek Apartments

12,100,000

9/1/2026

1828 Sandy Point Road

Bryan

Brazos

TX

77807

15 West Apartments

4,850,000

7/1/2054

401 15th Street

Vancouver

Clark

WA

98660

Aventine Apartments

9,500,000

6/1/2031

211 112th Ave

Bellevue

King

WA

98004

1,030,158,873

(1)

The date reflects the stated contractual maturity of the Partnership’s senior debt investment in the property. For various reasons, including, but not limited to, call provisions that can be exercised by both the borrower and the Partnership, such debt investments may be redeemed prior to the stated maturity date. The Partnership may also elect to sell certain debt investments prior to the contractual maturity, consistent with its strategic purposes.

(2)

The Partnership committed to provide total funding of MRBs up to $79.0 million and a taxable MRB up to $9.4 million during the construction and lease-up of the property on a draw-down basis. The taxable MRB has a maturity date of 12/1/2025 with an option to extend the maturity six months if stabilization has not occurred. Upon stabilization of the property, the MRBs will be partially repaid and the maximum balance of the MRBs after stabilization will not exceed $35.3 million and will have a maturity date of 12/1/2040.

(3)

The Partnership committed to provide total funding of MRBs up to $64.0 million and a taxable MRB up to $8.0 million during the acquisition and rehabilitation phase of the property on a draw-down basis. The taxable MRB has a maturity date of 10/1/2025 with an option to extend the maturity six months if stabilization

has not occurred. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $44.1 million and will have a maturity date of 3/31/2040.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The primary components of our market risk as of March 31, 2025 are related to interest rate risk and credit risk. Our exposure to market risks relates primarily to our investments in MRBs, GILs, property loans and our debt financing and mortgage payable. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.

The recent changes in U.S. and international trade policies, the volatility in the U.S. equity and credit markets, the current interest rate environment, and the risk of overall slower economic growth or a potential recession have contributed to heightened market risk. See the information under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.

Interest Rate Risk

The Federal Reserve reduced the federal funds rate by 100 basis points from September to December 2024, but left rates unchanged so far in 2025, resulting in the current target range for the federal funds rate being 4.25-4.50%. The Federal Reserve continues to evaluate economic data in assessing whether to make further changes to the federal funds rate, which in turn, influences market expectations for current and future interest rate levels. Changes in short-term interest rates will generally result in similar changes in the interest cost associated with our variable debt financing arrangements, though such changes are expected to be offset by changes in net receipts on our interest rate swap portfolio.

Interest rates are highly sensitive to many factors, including governmental, tariff, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRB, GIL, and property loan investments and the debt used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates. The majority of our MRB investments bear interest at fixed rates. Our GIL, taxable GIL, and property loan investments bear interest at either variable rates subject to interest rate floors or fixed interest rates.

We regularly hedge our exposure to changes in interest rates where we have financed fixed rate investment assets with variable rate debt financing by executing SOFR-denominated interest rate swaps. Though the variable rate indices of our debt financing and interest rate swaps may differ, the interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future.

The following table sets forth information regarding the impact on our net interest income assuming various changes in short-term interest rates as of March 31, 2025:


Description	- 100 basis points			- 50 basis points			+ 50 basis points			+ 100 basis points			+ 200 basis points
TOB Debt Financings	$	4,446,791		$	2,223,396		$	(2,223,396	)	$	(4,446,791	)	$	(8,893,583	)
Other Financings & Derivatives		(2,447,159	)		(1,223,580	)		1,223,580			2,447,159			4,894,319
Variable Rate Investments		(799,382	)		(399,691	)		399,691			799,382			1,598,765
Net Interest Income Impact	$	1,200,250		$	600,125		$	(600,125	)	$	(1,200,250	)	$	(2,400,499	)

Per BUC Impact (1)	$	0.052		$	0.026		$	(0.026	)	$	(0.052	)	$	(0.104	)

(1)

The net interest income impact per BUC calculated based on 23,171,226 BUCs outstanding as of March 31, 2025.

The interest rate sensitivity table above (the “Table”) represents the change in interest income from investments, net of interest on debt and settlement payments for interest rate derivatives over the next twelve months, assuming an immediate parallel shift in the SOFR yield curve and the resulting implied forward rates are realized as a component of this shift in the curve. The table does not reflect any non-cash unrealized (gains) losses on interest rate swaps caused by the assumed changes in interest rates. Assumptions include anticipated interest rates; relationships between different interest rate indices such as SOFR and SIFMA; and outstanding investment, debt financing and interest rate derivative positions. No assurance can be made that the assumptions included in the Table presented herein will occur or that other events will not occur that will affect the outcomes of the analysis. Furthermore, the results included in the

Table assume we do not act to change our sensitivity to the movement in interest rates. As the above information incorporates only those material positions or exposures that existed as of March 31, 2025, it does not consider those exposures or positions that have arisen or could arise after that date. The ultimate economic impact of these market risks will depend on the exposures that arise during the period, our risk mitigation strategies at that time and the overall business and economic environment.

We employ leverage to finance the acquisition of many of our fixed income assets. Approximately 66% of our leverage bears interest at short term variable interest rates. Our remaining 34% of leverage has fixed interest rates. Of those assets funded with short term variable rate debt facilities, approximately 14% bear interest at a variable rate as well. While there is some basis risk between the interest cost associated with our debt financing arrangements and the short-term interest rate indices on our variable rate assets, this portion of our portfolio is substantially match funded with rising short term interest rates having a minimal impact on our net interest income.

For those fixed rate assets where we have variable rate financing, hedging instruments such as interest rate caps and interest rate swaps have been utilized to hedge some, but not all, of the potential increases in our funding cost that would result from higher short-term interest rates. In some cases, these positions have been hedged to their expected maturity date. In others, a shorter-term hedge has been executed due to uncertainty regarding the time period over which the individual fixed rate asset might be outstanding.

For information on our debt financing and interest rate derivatives see Notes 13 and 15, respectively.

Credit Risk

Our primary credit risk is the risk of default on our investment in MRBs, GILs and property loans collateralized by multifamily residential, seniors housing and skilled nursing properties. The MRB and GIL investments are not direct obligations of the governmental authorities that issue the MRB or GIL and are not guaranteed by such authorities or any issuer. In addition, the MRB, GIL and the associated property loan investments are non-recourse obligations of the property owner. As a result, the primary sources of principal and interest payments on our MRB, GIL, and the property loan investments are the net operating cash flows generated by these properties or the net proceeds from a sale or refinance of these properties. Affiliates of the borrowers of our GIL and construction financing property loan investments have full-to-limited guaranties of construction completion and payment of principal and accrued interest on the GIL and property loan investments, so we may have additional recourse options for these investments. Similarly, we typically require affiliates of the borrowers of our MRB investments to provide full-to-limited guaranties during the construction and pre-stabilization period, if applicable.

If a property is unable to sustain net rental revenues at a level necessary to pay current debt service obligations on our MRB, GIL or property loan investments, a default may occur. A property’s ability to generate net operating cash flows is subject to a variety of factors, including rental and occupancy rates of the property and the level of its operating expenses. Occupancy rates and rents are directly affected by the supply of, and demand for, multifamily residential, single-family rentals, seniors housing and skilled nursing properties in the market area where the property is located. This is affected by several factors such as local or national economic conditions, the amount of new apartment construction and the affordability of single-family homes. In addition, factors such as government regulation (e.g. zoning laws and permitting requirements), inflation, insurance availability and cost, real estate and other taxes, labor issues, and natural disasters can affect the economic operations of a multifamily residential property. Rental rates for set-aside units at affordable multifamily properties are typically tied to certain percentages of AMI. Increases in AMI are not necessarily correlated to inflationary increases in property operating expenses or market rents. A significant mismatch between AMI growth and increased property operating expenses could negatively impact net operating cash flows available to pay debt service. If AMI declines on a year-over-year basis, rents could need to be reduced.

Certain MRB, GIL, and construction financing property loan investments that fund the construction of new affordable multifamily properties may have variable interest rates. Since there are little to no operating cash flows during the construction and lease-up periods for new properties, borrowers utilize capitalized interest reserves to fund debt service prior to stabilization. Increases in market interest rates will cause an increase in debt service costs where variable rate financing is used. If interest rate increases are large enough, such capitalized interest reserves and other budgeted contingencies may be insufficient to pay all debt service through stabilization. Such cost overruns may cause defaults on our construction financing investments if other funding sources are not available to the borrowers or if related guarantors fail to meet their obligations.

Defaults on our MRB, GIL, or property loan investments may reduce the amount of future cash available for distribution to Unitholders. In addition, if a property’s net operating cash flow declines, it may affect the market value of the property, which may result in net proceeds from the ultimate sale or refinancing of the property to be insufficient to repay the entire principal balance of our MRB, GIL or property loan investment. In the event of a default, we will have the right to foreclose on the mortgage or deed of trust on the property securing the investment. If we take ownership of the property securing a defaulted MRB or GIL investment, we will be entitled to all net operating cash flows generated by the property and will be subject to risks associated with ownership of multifamily

real estate. If such an event occurs, these investments will not provide tax-exempt income. In the event of default, we will likely be required to repay debt secured by our investment using available liquidity or arrange alternative financing, if available, which is likely to be at less favorable terms. Such occurrences will negatively impact our overall available liquidity.

We actively manage the credit risks associated with our MRB, GIL, and property loan investments by performing a comprehensive due diligence and underwriting process of the sponsors, owners and the properties securing these investments prior to investing. In addition, we carefully monitor the on-going performance of the properties underlying these investments. For those investments where Freddie Mac has provided a forward commitment to purchase our GILs, the investment has also passed Freddie Mac’s required underwriting requirements.

Credit risk is also present in the geographical concentration of the properties securing our MRB investments. We have significant geographic concentrations in Texas, California, and South Carolina. The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding:


	March 31, 2025			December 31, 2024
California		30	%		30	%
Texas		25	%		25	%
South Carolina		18	%		18	%

Mortgage Revenue Bonds Sensitivity Analysis

Third-party pricing services are used to value our MRB investments. The pricing service uses a discounted cash flow and yield to maturity or call analysis which encompasses judgment in its application. The key assumption in the yield to maturity or call analysis is the range of effective yields of the individual MRB investments. The effective yield analysis for each MRB considers the current market yield of similar securities, specific terms of each MRB, and various characteristics of the property collateralizing the MRB such as debt service coverage ratio, loan to value, and other characteristics. The effective yield for each MRB has historically trended with, although is not directly influenced by, medium and long-term interest rate movements. Our valuation service provider uses tax-exempt and taxable housing curves published by Municipal Market Data to estimate the value of our MRB investments. Our valuation service provider primarily uses the A rated Tax Exempt Housing Sector Yield Curve, which increased by an average of 23 basis points across the curve as of March 31, 2025 compared to December 31, 2024. The 10 year and 30 year United States Treasury yield decreased 35 basis points and 19 basis points, respectively, during the first three months of 2025. The 5 year and 10 year SOFR swap rate decreased 39 and 31 basis points, respectively, during the first three months of 2025. These interest rate changes have a direct effect on the market value of our MRB portfolio, but do not directly impact a borrower's ability to meet its obligations as our MRB investments have predominantly fixed interest rates.

We completed a sensitivity analysis which is hypothetical and is as of a specific point in time. The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution. The table below summarizes the sensitivity analysis metrics related to our MRB investments as of March 31, 2025:


Description	Estimated Fair Value (in 000's)		Range of Effective Yields used in Valuation		Range of Effective Yields if 10% Adverse Applied				Additional Unrealized Losses with 10% Adverse Change (in 000's)
Mortgage Revenue Bonds	$	1,022,564	3.4%	- 8.4%		3.7	%	-9.2%	$	21,614

Real Estate Valuation Risk

Our JV Equity Investments fund the construction, stabilization and sale of market-rate multifamily real estate. The realizable property values for such investments are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by market cap rates, the operating results of the property, local market conditions and competition, and interest rates on mortgage financing. We have noticed market cap rates are trending upward due to, though not limited to, the current economic environment and increasing interest rates. We have also noted that rental rates may be decreasing in certain markets, which would lower property operating results leading to a reduction in property valuations. Operating results of real estate properties may be affected by many factors, such as the number of tenants, the rental and fee rates, insurance availability and cost, operating expenses, the cost of repairs and maintenance, taxes, debt service requirements, competition from other similar multifamily rental properties and general and local economic conditions. In addition, all outstanding financing directly secured by such real estate properties must be repaid upon sale.

Lower sales proceeds may prevent us from collecting our accrued preferred return or the return of our original investment equity, which would result in realized losses on our investments.

Reinvestment Risk

MRB investments may have optional call features that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity. These optional call features may be at either par or premiums to par. In addition, our GIL and most property loan investments are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment asset or for other reasons. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new investment assets. New MRB, GIL and property loan investment opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time. In addition, elevated interest rates and construction costs could limit the ability of developers to initiate new projects for us to finance with MRB, GIL, and property loan investments.

Similarly, we are subject to reinvestment risk on the return of capital from sales of JV Equity Investments. Our strategy involves making JV Equity Investments for the development, stabilization and sale of market-rate multifamily rental properties. Our initial equity contributions are returned upon sale of the underlying properties, at which time we will look to reinvest the capital into new JV Equity Investments or other investments. Fewer new investment opportunities may result from negative changes in various economic factors and those new investments that we do make may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in the development of market-rate multifamily rental properties, elevated interest rates on construction loans and increasing construction costs. We have observed declining availability of credit and tighter credit underwriting standards for certain banks that provide construction financing for our JV Equity Investments, which may result in lower loan proceeds and higher rates on construction loans in the near-term such that new investment profitability is negatively impacted or more difficult to originate. Lower returns on new investment opportunities will result in declining operating results over time.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. The Chief Executive Officer and the Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Partnership’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting. There were no changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors.

The risk factors affecting the Partnership are described in Item 1A “Risk Factors” in the Partnership’s Annual Report on Form 10‑K for the year ended December 31, 2024, which is incorporated by reference herein. There have been no material changes from these previously disclosed risk factors for the three months ended March 31, 2025.

Item 5. Other Information.

Trading Plans

During the quarter ended March 31, 2025, no Manager or executive officer of the Partnership (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as required by Item 601 of Regulation S-K. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:


10.1		Series B Preferred Units Subscription Agreement dated March 26, 2025.
31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Partnership’s Quarterly Report on Form 10-Q for the periods ended March 31, 2025 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets on March 31, 2025 and December 31, 2024, (ii) the Condensed Consolidated Statements of Operations for the periods ended March 31, 2025 and 2024, (iii) the Condensed Consolidated Statements of Comprehensive Income for the periods ended March 31, 2025 and 2024, (iv) the Condensed Consolidated Statements of Partners’ Capital for the periods ended March 31, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the periods ended March 31, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements. Such materials are presented with detailed tagging of notes and financial statement schedules.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

GREYSTONE HOUSING IMPACT INVESTORS LP


Date: May 7, 2025	By:	/s/ Kenneth C. Rogozinski
		Kenneth C. Rogozinski
		Chief Executive Officer


Date: May 7, 2025	By:	/s/ Jesse A. Coury
		Jesse A. Coury
		Chief Financial Officer