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