[10-Q] Greystone Housing Impact Investors LP Beneficial Unit Certificates representing assignments of limited partnership interests Quarterly Earnings Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
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(Former name, former address and former fiscal year, if changed since last report) |
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
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.
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).
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 |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO
As of June 30, 2025, the registrant had
INDEX
PART I – FINANCIAL INFORMATION
Item 1 |
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Financial Statements (Unaudited) |
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8 |
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Condensed Consolidated Balance Sheets |
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8 |
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Condensed Consolidated Statements of Operations |
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9 |
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Condensed Consolidated Statements of Comprehensive Income (Loss) |
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10 |
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Condensed Consolidated Statements of Partners’ Capital |
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11 |
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Condensed Consolidated Statements of Cash Flows |
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13 |
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Notes to Condensed Consolidated Financial Statements |
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15 |
Item 2 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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62 |
Item 3 |
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Quantitative and Qualitative Disclosures About Market Risk |
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100 |
Item 4 |
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Controls and Procedures |
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103 |
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PART II – OTHER INFORMATION |
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Item 1A |
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Risk Factors |
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104 |
Item 5 |
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Other Information |
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104 |
Item 6 |
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Exhibits |
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104 |
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SIGNATURES |
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105 |
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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 13 MRBs through the Wisconsin Public Finance Authority.
2024 PFA Securitization Bonds - Thirteen 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 - A secured non-operating line of credit to finance the acquisition of Financed Assets with several financial institutions where Bankers Trust Company serves as the sole lead arranger and administrative agent.
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 June 30, 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:
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)
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June 30, 2025 |
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December 31, 2024 |
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Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Interest receivable, net |
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Mortgage revenue bonds, at fair value (Note 4) |
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Governmental issuer loans |
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Governmental issuer loans (Note 5) |
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Allowance for credit losses (Note 10) |
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Governmental issuer loans, net |
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Property loans |
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Property loans (Note 6) |
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Allowance for credit losses (Note 10) |
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Property loans, net |
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Investments in unconsolidated entities (Note 7) |
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Real estate assets, net (Note 8) |
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Other assets (Note 9) |
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Total Assets (1) |
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$ |
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$ |
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Liabilities: |
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Accounts payable, accrued expenses and other liabilities (Note 11) |
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$ |
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$ |
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Distribution payable |
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Secured lines of credit (Note 12) |
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Debt financing, net (Note 13) |
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Mortgages payable, net (Note 14) |
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Total Liabilities (1) |
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Commitments and Contingencies (Note 16) |
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Redeemable Preferred Units, $ |
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Partnersʼ Capital: |
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General Partner (Note 1) |
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Beneficial Unit Certificates (Note 1) |
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Total Partnersʼ Capital |
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Total Liabilities and Partnersʼ Capital |
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$ |
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$ |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
8
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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For the Three Months Ended June 30, |
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For the Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Revenues: |
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Investment income |
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$ |
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$ |
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$ |
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$ |
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Other interest income |
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Contingent interest income |
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- |
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- |
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Other income |
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- |
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Total revenues |
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Expenses: |
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Provision for credit losses (Note 10) |
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Depreciation |
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Interest expense |
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Net result from derivative transactions (Note 15) |
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General and administrative |
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Total expenses |
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Other income: |
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Gain on sale of real estate assets |
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- |
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- |
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Gain on sale of mortgage revenue bond |
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- |
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- |
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Gain on sale of investments in unconsolidated entities |
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Earnings (losses) from investments in unconsolidated entities |
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( |
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Income (loss) before income taxes |
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( |
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Income tax benefit |
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( |
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( |
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( |
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Net income (loss) |
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( |
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( |
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Redeemable Preferred Unit distributions and accretion |
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( |
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( |
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( |
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Net income (loss) available to Partners |
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$ |
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$ |
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$ |
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$ |
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Net income (loss) available to Partners allocated to: |
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General Partner |
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$ |
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$ |
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$ |
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$ |
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Limited Partners - BUCs |
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( |
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( |
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Limited Partners - Restricted units |
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$ |
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$ |
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$ |
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$ |
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BUC holders' interest in net income (loss) per BUC, basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of BUCs outstanding, basic |
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* |
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Weighted average number of BUCs outstanding, diluted |
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* |
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*
The accompanying notes are an integral part of the condensed consolidated financial statements.
9
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
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For the Three Months Ended June 30, |
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For the Six Months Ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net income (loss) |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Reclassification of gain on sale of mortgage revenue bond to net income |
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- |
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( |
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- |
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( |
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Unrealized losses on securities |
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( |
) |
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( |
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( |
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( |
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Unrealized gains (losses) on bond purchase commitments |
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( |
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( |
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Comprehensive income (loss) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of the condensed consolidated financial statements.
10
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
(UNAUDITED)
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General Partner |
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# of BUCs - |
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BUCs |
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Total |
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Accumulated Other |
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Balance as of December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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Distributions paid or accrued ($ |
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Regular distribution |
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( |
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- |
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( |
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( |
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- |
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Distribution of Tier 3 income (Note 22) |
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- |
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- |
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( |
) |
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( |
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- |
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Net income allocable to Partners |
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- |
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- |
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Restricted units awarded |
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Restricted units forfeited |
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- |
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( |
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- |
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- |
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- |
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Restricted unit compensation expense |
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- |
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- |
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Unrealized losses on securities |
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( |
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- |
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( |
) |
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( |
) |
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( |
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Balance as of March 31, 2025 |
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$ |
( |
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$ |
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$ |
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$ |
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Distributions paid or accrued ($ |
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Regular distribution |
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( |
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- |
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( |
) |
|
|
( |
) |
|
|
- |
|
Distribution of Tier 2 income (Note 22) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Distribution of Tier 3 income (Note 22) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Net income allocable to Partners |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
Restricted units awarded |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Restricted units forfeited |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Restricted unit compensation expense |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|||
Unrealized losses on securities |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized gains on bond purchase commitments |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
||||
Balance as of June 30, 2025 |
|
$ |
( |
) |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
|
|
General Partner |
|
|
# of BUCs - |
|
|
BUCs |
|
|
Total |
|
|
Accumulated Other |
|
|||||
Balance as of December 31, 2023 |
|
$ |
|
|
|
|
* |
$ |
|
|
$ |
|
|
$ |
|
|||||
Distributions paid or accrued ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Regular distribution |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Distribution of Tier 3 income (Note 22) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Cash paid in lieu of fractional BUCs |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Net income allocable to Partners |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|||
Sale of BUCs, net of issuance costs |
|
|
- |
|
|
|
|
* |
|
|
|
|
|
|
|
- |
|
|||
Restricted units awarded |
|
|
- |
|
|
|
|
* |
|
- |
|
|
|
- |
|
|
|
- |
|
|
Rounding of BUCs related to BUCs Distributions |
|
|
- |
|
|
|
( |
) |
* |
|
- |
|
|
|
- |
|
|
|
- |
|
Restricted unit compensation expense |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|||
Unrealized losses on securities |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized losses on bond purchase commitments |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2024 |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Distributions paid or accrued ($ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Regular distribution |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Distribution of Tier 3 income (Note 22) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Cash paid in lieu of fractional BUCs |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
Net income allocable to Partners |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|||
Sale of BUCs, net of issuance costs |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|||
Rounding of BUCs related to BUCs Distributions |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
Restricted unit compensation expense |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|||
Unrealized losses on securities |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized losses on bond purchase commitments |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Reclassification of gain on sale of |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of June 30, 2024 |
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
* 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.
12
GREYSTONE HOUSING IMPACT INVESTORS LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
( |
) |
|
$ |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization expense |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Gain on sale of investments in unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
(Earnings) losses from investments in unconsolidated entities |
|
|
|
|
|
|
||
Gain on sale of real estate assets |
|
|
- |
|
|
|
( |
) |
Gain on sale of mortgage revenue bonds |
|
|
- |
|
|
|
( |
) |
Contingent interest realized on investing activities |
|
|
( |
) |
|
|
- |
|
Provision for credit losses |
|
|
|
|
|
( |
) |
|
Recovery of prior credit loss |
|
|
|
|
|
( |
) |
|
(Gains) losses on derivative instruments, net of cash paid |
|
|
|
|
|
( |
) |
|
Restricted unit compensation expense |
|
|
|
|
|
|
||
Bond premium, discount and acquisition fee amortization |
|
|
|
|
|
( |
) |
|
Debt premium amortization |
|
|
( |
) |
|
|
( |
) |
Deferred income tax benefit & income tax payable/receivable |
|
|
( |
) |
|
|
( |
) |
Change in preferred return receivable from unconsolidated entities, net |
|
|
|
|
|
( |
) |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
Decrease in interest receivable |
|
|
|
|
|
|
||
(Increase) decrease in other assets |
|
|
( |
) |
|
|
|
|
Decrease in accounts payable, accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Advances on mortgage revenue bonds |
|
|
( |
) |
|
|
( |
) |
Advances on taxable mortgage revenue bonds |
|
|
( |
) |
|
|
( |
) |
Advances on governmental issuer loans |
|
|
( |
) |
|
|
( |
) |
Advances on taxable governmental issuer loans |
|
|
( |
) |
|
|
- |
|
Advances on property loans |
|
|
( |
) |
|
|
( |
) |
Contributions to unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of land held for development |
|
|
|
|
|
- |
|
|
Proceeds from sale of the Suites on Paseo MF Property |
|
|
- |
|
|
|
|
|
Proceeds from sale of mortgage revenue bonds |
|
|
- |
|
|
|
|
|
Proceeds from sale of investments in unconsolidated entities |
|
|
|
|
|
|
||
Return of investments in unconsolidated entities |
|
|
|
|
|
- |
|
|
Principal payments received on mortgage revenue bonds and contingent interest |
|
|
|
|
|
|
||
Principal payments received on governmental issuer loans |
|
|
|
|
|
|
||
Proceeds from sale of governmental issuer loan to Construction Lending JV |
|
|
|
|
|
- |
|
|
Principal payments received on taxable mortgage revenue bonds |
|
|
|
|
|
|
||
Principal payments received on taxable governmental issuer loans |
|
|
|
|
|
|
||
Proceeds from sale of taxable governmental issuer loan to Construction Lending JV |
|
|
|
|
|
- |
|
|
Principal payments received on property loans |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
||
Distributions paid |
|
|
( |
) |
|
|
( |
) |
Proceeds from the sale of BUCs |
|
|
- |
|
|
|
|
|
Payment of offering costs related to the sale of BUCs |
|
|
- |
|
|
|
( |
) |
Proceeds from debt financing |
|
|
|
|
|
|
||
Principal payments on debt financing |
|
|
( |
) |
|
|
( |
) |
Principal payments on mortgages payable |
|
|
( |
) |
|
|
- |
|
Principal borrowing on secured lines of credit |
|
|
|
|
|
|
||
Principal payments on secured lines of credit |
|
|
( |
) |
|
|
( |
) |
Proceeds upon issuance of redeemable Preferred Units |
|
|
|
|
|
|
||
Payment upon redemption of redeemable Preferred Units |
|
|
- |
|
|
|
( |
) |
Debt financing and other deferred costs paid |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Cash paid during the period for income taxes |
|
|
|
|
|
- |
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
||
Distributions declared but not paid for BUCs and General Partner |
|
$ |
|
|
$ |
|
||
Distributions declared but not paid for Preferred Units |
|
|
|
|
|
|
||
Exchange of redeemable Preferred Units |
|
|
- |
|
|
|
|
|
Deferred financing costs financed through accounts payable |
|
|
|
|
|
|
||
13
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the total of such amounts shown in the condensed consolidated statements of cash flows:
|
|
June 30, 2025 |
|
|
June 30, 2024 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash |
|
|
|
|
|
|
||
Total cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of the condensed consolidated financial statements.
14
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
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
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:
15
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 June 30, 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
While inflationary pressures have stabilized and moderated in the United States since the third quarter of 2023, any resurgence in inflation may 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. 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 lower levels of economic growth 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.
16
Allowance for Credit Losses
Held-to-Maturity Debt Securities, Held-for-Investment Loans and Related Unfunded Commitments
The Partnership estimates allowances for credit losses for its GILs, taxable GILs, property loans and related non-cancelable funding commitments using a WARM method loss-rate model, combined with qualitative factors that are sensitive to changes in forecasted economic conditions. The Partnership applies qualitative factors related to risk factors and changes in current economic conditions that may not be adequately reflected in quantitatively derived results, or other relevant factors to ensure the allowance for credit losses reflects the Partnership’s best estimate of current expected credit losses. The WARM method pools assets sharing similar characteristics and utilizes a historical annual charge-off rate which is applied to the outstanding asset balances over the remaining weighted average life of the pool, adjusted for certain qualitative factors to estimate expected credit losses. The Partnership has minimal loss history with GILs, taxable GILs, and property loans to date and has had minimal historical credit losses to date. As such, the Partnership uses historical annual charge-off data for similar assets from publicly available loan data through the FFIEC. The Partnership adjusts for current conditions and the impact of qualitative forecasts that are reasonable and supportable. The Partnership assesses qualitative adjustments related to, but not limited to, credit quality changes in the asset portfolio, general economic conditions, changes in the affordable multifamily real estate markets, changes in lending policies and underwriting, and underlying collateral values.
The Partnership will elect to separately evaluate an asset if it no longer shares the same risk characteristics as the respective pool or the specific investment attributes do not lend to analysis with a model-based approach. For collateral-dependent assets when foreclosure is probable, the Partnership will apply a practical expedient to estimate current expected credit losses as the difference between the fair value of collateral and the amortized cost of the asset.
Charge-offs to the allowance for credit losses occur when losses are confirmed through the receipt of cash or other consideration from the completion of a sale, when a modification or restructuring takes place in which the Partnership grants a concession to a borrower or agrees to a discount in full or partial satisfaction of the asset, when the Partnership takes ownership and control of the underlying collateral in full satisfaction of the asset, or when significant collection efforts have ceased and it is highly likely that a loss has been realized.
The Partnership has elected to not measure an allowance for credit losses on accrued interest receivables related to its GILs, taxable GILs and property loans because uncollectible accrued interest receivable is written off in a timely manner pursuant to policies for placing assets on non-accrual status.
Available-for-Sale Debt Securities
The Partnership periodically determines if allowances of credit losses are needed for its MRBs and taxable MRBs under the applicable guidance for available-for-sale debt securities. The Partnership evaluates whether unrealized losses are considered impairments based on various factors including, but not necessarily limited to, the following:
While the Partnership evaluates all available information, it focuses specifically on whether the estimated fair value of the security is below amortized cost. If the estimated fair value of an MRB is below amortized cost, and the Partnership has the intent to sell or may be required to sell the MRB prior to the time that its value recovers or until maturity, the Partnership will record an impairment through earnings equal to the difference between the MRB’s carrying value and its fair value. If the Partnership does not expect to sell an other-than-temporarily impaired MRB, only the portion of the impairment related to credit losses is recognized through earnings as a provision for credit loss, with the remainder recognized as a component of other comprehensive income. In determining the provision for credit loss, the Partnership compares the present value of cash flows expected to be collected to the amortized cost basis of the MRB and records any provision for credit losses as an adjustment to the allowance for credit losses. The Partnership has elected to not measure an allowance for credit losses on accrued interest receivables related to its MRBs and taxable MRBs because uncollectable accrued interest receivable is written off in a timely manner pursuant to policies for placing assets on non-accrual status.
The recognition of impairments, provisions for credit loss, and the potential impairment analysis are subject to a considerable degree of judgment, the results of which, when applied under different conditions or assumptions, could have a material impact on the Partnership's consolidated financial statements. If the Partnership experiences deterioration in the values of its MRB portfolio, the Partnership may incur impairments or provisions for credit losses that could negatively impact the Partnership’s financial condition,
17
cash flows, and reported earnings. The Partnership periodically reviews any previously impaired MRBs for indications of a recovery of value. If a recovery of value is identified, the Partnership will report the recovery of prior credit losses through its allowance for credit losses as a provision for credit losses (recoveries). For MRB impairment recoveries identified prior to the adoption of the CECL model, the Partnership will accrete the recovery of prior credit losses into investment income over the remaining term of the MRB.
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
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
18
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
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying Value |
|
|
Maximum |
|
|
Carrying Value |
|
|
Maximum |
|
||||
Mortgage revenue bonds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Taxable mortgage revenue bonds (reported within other assets) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Governmental issuer loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Taxable governmental issuer loans (reported within other assets) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investments in unconsolidated entities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with the MRBs and taxable MRBs as of June 30, 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 $
The Partnership’s maximum exposure to loss for non-consolidated VIEs associated with GILs, taxable GILs, property loans and investments in unconsolidated entities as of June 30, 2025 and December 31, 2024 is equal to the Partnership’s carrying value. The Partnership has future taxable GIL, property loan and investment in unconsolidated entities funding commitments related to non-consolidated VIEs totaling $
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
19
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 and six months ended June 30, 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 June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Assets: |
|
|
|
|
|
|
||
Restricted cash |
|
$ |
|
|
$ |
|
||
Interest receivable, net |
|
|
|
|
|
|
||
Mortgage revenue bonds, at fair value |
|
|
|
|
|
|
||
Governmental issuer loans |
|
|
|
|
|
|
||
Governmental issuer loans |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Governmental issuer loans, net |
|
|
|
|
|
|
||
Property loans |
|
|
|
|
|
|
||
Property loans |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
( |
) |
|
|
( |
) |
Property loans, net |
|
|
|
|
|
|
||
Real estate assets |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Accounts payable, accrued expenses and other liabilities (1) |
|
$ |
|
|
$ |
|
||
Debt financing (2) |
|
|
|
|
|
|
||
Mortgages payable (3) |
|
|
|
|
|
|
||
Total Liabilities |
|
$ |
|
|
$ |
|
||
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.
20
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.
21
|
|
June 30, 2025 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
The Safford (4) |
|
AZ |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
40rty on Colony - Series P (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
CCBA Senior Garden Apartments (1), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Courtyard - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Glenview Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Court Bakersfield - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Terrace - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harden Ranch - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Las Palmas II - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montclair Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montecito at Williams Ranch Apartments - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montevista - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Ocotillo Springs - Series A (1), (6) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Ocotillo Springs - Series A-1 (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-1 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-2 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-3 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-4 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-1 (4), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-2 (4), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-3 (4), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-4 (4) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at the Entrepreneur - Series J-5 (4) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at the Mayer - Series A (4) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at the Mayer - Series M (4) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
San Vicente - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Santa Fe Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons at Simi Valley - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons Lakewood - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons San Juan Capistrano - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Solano Vista - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Summerhill - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Sycamore Walk - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Village at Madera - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Tyler Park Townhomes - Series A (1) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Village at Hanford Square - Series H (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Vineyard Gardens - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Wellspring Apartments (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Westside Village Market - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Handsel Morgan Village Apartments (4) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
MaryAlice Circle Apartments (4) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Copper Gate Apartments (1) |
|
IN |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Renaissance - Series A (2), (8) |
|
LA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Live 929 Apartments - Series 2022A (4) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Woodington Gardens Apartments - Series A-1 (4) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Meadow Valley (4), (7) |
|
MI |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Jackson Manor Apartments (1), (8) |
|
MS |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Village Point (5), (6) |
|
NJ |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Silver Moon - Series A (2) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Avalon (1) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Columbia Gardens (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Ivy Apartments (4), (8) |
|
SC |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
The Park at Sondrio - Series 2022A (4), (9) |
|
SC |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
The Park at Vietti - Series 2022A (4), (9) |
|
SC |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Village at River's Edge (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Willow Run (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Windsor Shores Apartments - Series A (4), (9) |
|
SC |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Agape Helotes - Series A-1 (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Agape Helotes - Series B (4)(8) |
|
TX |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Avistar at Copperfield - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series B |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Avistar at the Parkway - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wilcrest - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wood Hollow - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Hills - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Bruton Apartments (3) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Concord at Gulfgate - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Little York - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Williamcrest - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Crossing at 1415 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Decatur Angle (3) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Esperanza at Palo Alto (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heights at 515 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heritage Square - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Oaks at Georgetown - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
15 West Apartments (3) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Aventine Apartments (4) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
22
23
|
|
December 31, 2024 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
The Safford (4) |
|
AZ |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
40rty on Colony - Series P (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
CCBA Senior Garden Apartments (1), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Courtyard - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Glenview Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Court Bakersfield - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harmony Terrace - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Harden Ranch - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Las Palmas II - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Lutheran Gardens |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Montclair Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montecito at Williams Ranch Apartments - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Montevista - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Ocotillo Springs - Series A (1), (6) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Ocotillo Springs - Series A-1 (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-1 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-2 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-3 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at Empire - Series BB-4 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-1 (4), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-2 (4), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-3 (4), (8) |
|
CA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Residency at the Entrepreneur - Series J-4 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Entrepreneur - Series J-5 (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Residency at the Mayer - Series A (4) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Residency at the Mayer - Series M (4) |
|
CA |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
San Vicente - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Santa Fe Apartments - Series A (2) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons at Simi Valley - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons Lakewood - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Seasons San Juan Capistrano - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Solano Vista - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Summerhill - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Sycamore Walk - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Village at Madera - Series A (3) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Tyler Park Townhomes - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Hanford Square - Series H (4) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Vineyard Gardens - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Wellspring Apartments (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Westside Village Market - Series A (1) |
|
CA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Handsel Morgan Village Apartments (4) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
MaryAlice Circle Apartments (4) |
|
GA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Copper Gate Apartments (1) |
|
IN |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Renaissance - Series A (2), (8) |
|
LA |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Live 929 Apartments - Series 2022A (4) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Woodington Gardens Apartments - Series A-1 (4) |
|
MD |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Meadow Valley (4), (7) |
|
MI |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Jackson Manor Apartments (1) |
|
MS |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village Point (5), (8) |
|
NJ |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
Silver Moon - Series A (2) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at Avalon (1) |
|
NM |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Columbia Gardens (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Companion at Thornhill Apartments (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Ivy Apartments (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Palms at Premier Park Apartments (1) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Sondrio - Series 2022A (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
The Park at Vietti - Series 2022A (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Village at River's Edge (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Willow Run (3) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Windsor Shores Apartments - Series A (4) |
|
SC |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Copperfield - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Crest - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Oaks - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at the Parkway - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wilcrest - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar at Wood Hollow - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar in 09 - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Boulevard - Series B |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Avistar on the Hills - Series A (4) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Bruton Apartments (3) |
|
TX |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Concord at Gulfgate - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Little York - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Concord at Williamcrest - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Crossing at 1415 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Decatur Angle (3), (8) |
|
TX |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
|
||
24
|
|
December 31, 2024 |
|
|||||||||||||||
Description of Mortgage Revenue Bonds |
|
State |
|
Cost Adjusted for |
|
|
Cumulative |
|
|
Cumulative |
|
|
Estimated Fair Value |
|
||||
Esperanza at Palo Alto (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heights at 515 - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Heritage Square - Series A (2) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Oaks at Georgetown - Series A (3) |
|
TX |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
15 West Apartments (3) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Aventine Apartments (4) |
|
WA |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Mortgage revenue bonds |
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
The Partnership has accrued interest receivable related to its MRBs of approximately $
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. The MRBs and taxable MRBs had total outstanding principal of $
The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of June 30, 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 Six Months of 2025
Acquisitions:
The following MRBs were acquired during the six months ended June 30, 2025:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
|
Initial Principal Funding |
|
|||
Agape Helotes - Series A-1 (1) |
|
|
Helotes, TX |
|
|
|
|
|
|
% |
|
$ |
|
|||||
Agape Helotes - Series B (2) |
|
|
Helotes, TX |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
25
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 $
During the six months ended June 30, 2025, the Partnership recognized fees totaling approximately $
Redemptions:
The following MRBs were redeemed during the six months ended June 30, 2025:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Lutheran Gardens |
|
|
Compton, CA |
|
|
|
|
|
|
% |
|
$ |
|
|||||
Companion at Thornhill Apartments |
|
|
Lexington, SC |
|
|
|
|
|
|
% |
|
|
|
|||||
The Palms at Premier Park Apartments |
|
|
Columbia, SC |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
The Companion at Thornhill Apartments MRB was redeemed at
Activity in the First Six Months of 2024
Acquisitions:
The following MRBs were acquired at a price that approximated the principal outstanding plus accrued interest during the six months ended June 30, 2024:
Property Name |
|
Month |
|
Property Location |
|
Units |
|
|
Maturity Date |
|
Interest Rate |
|
|
Initial Principal Funded |
|
|||
Residency at the Mayer - Series M (1) |
|
|
Hollywood, CA |
|
|
|
|
|
SOFR + |
|
(2) |
$ |
|
|||||
Woodington Gardens Apartments - Series A-1 |
|
|
Baltimore, MD |
|
|
|
|
|
|
% |
|
|
|
|||||
Aventine Apartments |
|
|
Bellevue, WA |
|
|
|
|
|
|
% |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||
Sales:
The following MRB was sold at a price that approximated the Partnership’s carrying value plus accrued interest during the six months ended June 30, 2024:
Property Name |
|
Month Sold |
|
Property Location |
|
Units |
|
|
Original |
|
Interest Rate |
|
|
Principal |
|
|||
Brookstone |
|
|
Waukegan, IL |
|
|
|
|
|
|
% |
|
$ |
|
|||||
The Partnership realized a gain on sale of the Brookstone MRB of approximately $
26
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 June 30, 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 June 30, 2025 and December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2025 |
|
||||
Property Name |
|
Month |
|
Property |
|
Units |
|
|
Maturity |
|
Interest Rate |
|
Current Interest |
|
Amortized |
|
||
Poppy Grove I (2), (3) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove II (2), (3) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III (2), (3) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Sandy Creek Apartments (2) |
|
|
Bryan, TX |
|
|
|
|
SOFR + |
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2024 |
|
||||
Property Name |
|
Month |
|
Property |
|
Units |
|
|
Maturity |
|
Interest |
|
Current Interest |
|
Amortized |
|
||
Legacy Commons at Signal Hills (3) |
|
|
St. Paul, MN |
|
|
|
|
SOFR + |
|
|
$ |
|
||||||
Osprey Village (3) |
|
|
Kissimmee, FL |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments (3) |
|
|
McDonough, GA |
|
|
|
|
SOFR + |
|
|
|
|
||||||
Willow Place Apartments Supplemental |
|
|
McDonough, GA |
|
n/a |
|
|
|
SOFR + |
|
|
|
|
|||||
Poppy Grove I (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove II (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III (3), (4) |
|
|
Elk Grove, CA |
|
|
|
|
|
|
|
|
|||||||
Sandy Creek Apartments (3) |
|
|
Bryan, TX |
|
|
|
|
|
|
|
|
|||||||
Natchitoches Thomas Apartments (3), (6) |
|
|
Natchitoches, LA |
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
||
27
The Partnership has accrued interest receivable related to its GILs of approximately $
An entity that is an affiliate of the borrowers for the Poppy Grove GILs, Poppy Grove taxable GILs (Note 9), and the Gateway and Yarbrough Predevelopment Project taxable MRB (Note 9) has provided payment guaranties with total outstanding principal of approximately $
See Note 10 for information regarding the Partnership’s allowance for credit losses.
Activity in the First Six Months of 2025
During the six months ended June 30, 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 |
|
Principal Proceeds |
|
|
Osprey Village |
|
|
$ |
|
||
Willow Place Apartments |
|
|
|
|
||
Willow Place Apartments Supplemental |
|
|
|
|
||
Legacy Commons at Signal Hills |
|
|
|
|
||
|
|
|
|
$ |
|
|
In January 2025, the Partnership recognized a fee of approximately $
In February 2025, the borrowers for Poppy Grove I, Poppy Grove II , and Poppy Grove III re-allocated $
In February 2025, the Partnership recognized fees totaling approximately $
In April 2025, the Partnership sold the Natchitoches GIL to the Construction Lending JV at par plus accrued interest for gross proceeds of approximately $
Activity in the First Six Months of 2024
During the six months ended June 30, 2024, the following GIL was purchased by Freddie Mac through a servicer and all principal and accrued interest amounts due were paid in full:
Property Name |
|
Month |
|
Principal Proceeds |
|
|
Hope on Avalon |
|
|
$ |
|
||
28
In February 2024, the Partnership recognized a fee of approximately $
In June 2024, the Partnership recognized a fee of approximately $
6. Property Loans
The following tables summarize the Partnership’s property loans, net of asset-specific allowances for credit losses, as of June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Asset-Specific Allowance for Credit Losses |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Mezzanine Financing (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
The Centurion Foundation |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The 50/50 (a former MF Property) |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Live 929 Apartments |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Sandoval Flats (2) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Opportunity South Carolina |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
||
|
|
December 31, 2024 |
|
|
|
|
|
|
|||||||||
|
|
Outstanding |
|
|
Asset-Specific Allowance for Credit Losses |
|
|
Property Loan Principal, |
|
|
Maturity Date |
|
Interest Rate |
|
|||
Senior Construction Financing (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sandy Creek Apartments |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mezzanine Financing (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
The Centurion Foundation |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Subtotal |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The 50/50 (a former MF Property) |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
|
|
||||
Live 929 Apartments |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
|
|||
Sandoval Flats (4) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
||
29
The Partnership has accrued interest receivable related to its property loans of approximately $
The Partnership has remaining commitments to provide additional funding of certain property loans on a draw-down basis during construction of the secured properties as of June 30, 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 Six Months of 2025
The following property loan principal payments were received during the three and six months ended June 30, 2025:
Property Name |
|
Month |
|
Principal Proceeds |
|
|
Sandy Creek Apartments |
|
|
$ |
|
||
SoLa Impact Opportunity Zone Fund |
|
|
|
|
||
Sandy Creek Apartments |
|
|
|
|
||
|
|
|
|
$ |
|
|
During the six months ended June 30, 2025, the Partnership advanced funds of approximately $
In June 2025, the Partnership advanced additional funds of $
Activity in the First Six Months of 2024
In June 2024, the Partnership executed a property loan to The Centurion Foundation, Inc. in the amount of $
The following property loan principal payments were received during the six months ended June 30, 2024:
Property Name |
|
Month |
|
Principal |
|
|
Legacy Commons at Signal Hills |
|
|
$ |
|
||
Osprey Village |
|
|
|
|
||
Osprey Village Supplemental |
|
|
|
|
||
Willow Place Apartments |
|
|
|
|
||
Willow Place Apartments Supplemental |
|
|
|
|
||
SoLa Impact Opportunity Zone Fund |
|
|
|
|
||
Avistar (February 2013 portfolio) |
|
|
|
|
||
Avistar (June 2013 portfolio) |
|
|
|
|
||
|
|
|
|
$ |
|
|
In June 2024, the Partnership recognized a fee of approximately $
30
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.
The following table provides the details of the investments in unconsolidated entities as of June 30, 2025 and December 31, 2024:
Property Name |
|
Location |
|
Units |
|
|
Construction Commencement Date |
|
Construction Completion Date |
|
Carrying Value as of June 30, 2025 |
|
|
Carrying Value as of December 31, 2024 |
|
|||
Market Rate Development Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Hutto |
|
Hutto, TX |
|
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Vantage at Loveland |
|
Loveland, CO |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Fair Oaks |
|
Boerne, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at McKinney Falls |
|
McKinney Falls, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Freestone Greeley |
|
Greeley, CO |
|
|
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Freestone Cresta Bella |
|
San Antonio, TX |
|
|
|
|
|
|
|
|
|
|
|
|||||
Valage Senior Living Carson Valley |
|
Minden, NV |
|
|
|
(1) |
|
|
|
|
|
|
|
|||||
The Jessam at Hays Farm |
|
Huntsville, AL |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Freestone Greenville |
|
Greenville, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Freestone Ladera |
|
Ladera, TX |
|
|
|
|
|
N/A |
|
|
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Other Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction Lending JV (2) |
|
N/A |
|
N/A |
|
|
N/A |
|
N/A |
|
|
|
|
|
- |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Previously Sold Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Tomball |
|
Tomball, TX |
|
|
|
|
|
|
$ |
- |
|
|
$ |
|
||||
Vantage at Helotes |
|
Helotes, TX |
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|||
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, similar to the Partnership’s current GIL, taxable GIL and property loan investments. The Partnership has committed to provide
The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of June 30, 2025. See Note 16 for further details regarding the Partnership’s remaining funding commitments.
Activity in the First Six Months of 2025
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the six months ended June 30, 2025:
31
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain on Sale |
|
||||
Vantage at Tomball |
|
Tomball, TX |
|
|
|
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|||
Vantage at Coventry |
|
Omaha, NE |
|
|
|
|
(1) |
|
|
|
|
|
- |
|
|
|
|
|||
Vantage at Helotes (2) |
|
Helotes, TX |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at O'Connor |
|
San Antonio, TX |
|
|
|
|
(3) |
|
|
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
During the first six months of 2025, the Partnership advanced funds beyond its original commitments to four Vantage Properties and Freestone at Cresta Bella totaling approximately $
Activity in the First Six Months of 2024
The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the six months ended June 30, 2024:
Property Name |
|
Location |
|
Units |
|
|
Month Sold |
|
Gross Proceeds to the Partnership |
|
|
Investment Income |
|
|
Gain (Loss) on Sale |
|
||||
Vantage at Coventry |
|
Omaha, NE |
|
|
|
|
(1) |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Vantage at Westover Hills |
|
San Antonio, TX |
|
|
|
|
(2) |
|
|
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
During the first six months of 2024, the Partnership advanced funds beyond its original commitments to five Vantage Properties totaling approximately $
Summarized Unconsolidated Entity Level Financial Data
The following table provides summary combined financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three and six months ended June 30, 2025 and 2024:
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Property revenues |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
||
Gain on sale |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
||
Net income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
32
8. Real Estate Assets
The following tables summarize information regarding the Partnership’s real estate assets as of June 30, 2025 and December 31, 2024:
|
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||||||||||
Property Name |
|
Location |
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
|
Land and Land |
|
|
Buildings and |
|
|
Carrying Value |
|
||||||
Vantage at San Marcos (1) |
|
San Marcos, TX |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Land held for development |
|
Richland County, SC |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
||||||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
||||
Real estate assets, net |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
||||||
In February 2025, Vantage at San Marcos received proceeds of approximately $
In June 2024, the Partnership received its final sales proceeds associated with the sale of the Suites on Paseo MF Property. The Partnership recognized a gain on sale of approximately $
9. Other Assets
The following table summarizes the Partnership’s other assets as of June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Deferred financing costs, net |
|
$ |
|
|
$ |
|
||
Derivative instruments at fair value (Note 15) |
|
|
|
|
|
|
||
Taxable mortgage revenue bonds, at fair value |
|
|
|
|
|
|
||
Taxable governmental issuer loans: |
|
|
|
|
|
|
||
Taxable governmental issuer loans |
|
|
|
|
|
|
||
Allowance for credit losses (Note 10) |
|
|
( |
) |
|
|
( |
) |
Taxable governmental issuer loans, net |
|
|
|
|
|
|
||
Bond purchase commitment, at fair value (Note 16) |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
$ |
|
||
The Partnership has remaining commitments to provide additional funding of the taxable MRBs and taxable GILs during construction and/or rehabilitation of the secured properties as of June 30, 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 and taxable MRBs.
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 and bond purchase commitments are recorded in the Partnership’s condensed consolidated statements of comprehensive income to reflect changes in their estimated fair values resulting from market conditions and fluctuations in the present value of the expected cash flows from the assets.
As of June 30, 2025, nine taxable MRBs and three taxable GILs with reported carrying values totaling approximately $
Activity in the First Six Months of 2025
The following table includes details of the taxable MRB acquired during the six months ended June 30, 2025:
33
Property Name |
|
Month |
|
Property Location |
|
Maturity Date |
|
Interest Rate |
|
Initial Principal Funding |
|
|
Total Commitment |
|
||
Gateway and Yarbrough Predevelopment Project |
|
|
|
|
|
$ |
|
|
$ |
|
||||||
In February 2025, the borrower for the Poppy Grove I, Poppy Grove II, and Poppy Grove III taxable GILs re-allocated $
Property Name |
|
Month |
|
Property Location |
|
Units |
|
Original |
|
Interest Rate |
|
Principal |
|
|
Poppy Grove I |
|
|
|
|
|
|
$ |
|
||||||
Poppy Grove II |
|
|
|
|
|
|
|
|
||||||
Poppy Grove III |
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
In April 2025, the Partnership sold the Natchitoches taxable GIL to the Construction Lending JV at par plus accrued interest for gross proceeds of approximately $
Activity in the First Six Months of 2024
The following table includes details of the taxable MRB acquired during the six months ended June 30, 2024:
Property Name |
|
Date Committed |
|
Maturity Date |
|
Initial Principal Funding |
|
|
Total Commitment |
|
||
Woodington Gardens Apartments - Series A-2 |
|
|
|
$ |
|
|
$ |
|
||||
The following taxable MRB and taxable GIL principal payments were received during the six months ended June 30, 2024:
Property Name |
|
Redemption Date |
|
Location |
|
Units |
|
Original |
|
Interest Rate |
|
Principal |
|
|
Taxable MRBs |
|
|
|
|
|
|
|
|
|
|
|
|||
Residency at the Mayer Series A-T (1) |
|
|
|
|
|
SOFR + |
(2) |
$ |
|
|||||
Taxable GILs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hope on Avalon |
|
|
|
|
|
SOFR + |
|
$ |
|
|||||
Total |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
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
34
interest reserves, lease up and occupancy of the property, the status of other conversion conditions, and operating results of the underlying property. The property loans secured by other multifamily properties are repaid through property operations or future sales proceeds.
The following table summarizes the changes in the Partnership’s allowance for credit losses for the three and six months ended June 30, 2025:
|
|
For the Three Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Current provision for credit losses (1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
For the Six Months ended June 30, 2025 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|||||
Current provision for credit losses (1) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The following table summarizes the changes in the Partnership’s allowance for credit losses for the three and six months ended June 30, 2024:
|
|
For the Three Months June 30, 2024 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|||||
Current provision for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
For the Six Months ended June 30, 2024 |
|
|||||||||||||||||
|
|
Governmental Issuer Loans |
|
|
Taxable Governmental Issuer Loans |
|
|
Property Loans |
|
|
Unfunded Commitments |
|
|
Total |
|
|||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Current provision for credit losses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
The Partnership recorded a provision for credit losses of approximately $
35
The Partnership recorded a provision for credit losses of approximately $
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:
36
The following tables summarize the Partnership’s carrying value by acquisition year, grouped by risk rating as of June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
Prior |
|
|
Total |
|
|||||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||
Subtotal |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||||
|
|
December 31, 2024 |
|
|||||||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
Prior |
|
|
Total |
|
|||||||
Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Performing |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
- |
|
|
$ |
|
||||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
- |
|
|
|
|
|
|
|
||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Unfunded Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performing |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Watch |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Nonperforming |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Subtotal |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
||||||
37
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 June 30, 2025, except as noted below. The Partnership currently has
During the six months ended June 30, 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 $
In December 2022, the Partnership received a property loan in exchange for the sale of its
During the six months ended June 30, 2025, the Partnership advanced funds of approximately $
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.
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Balance, beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Current provision for credit loss (1) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Write-offs (2) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Recovery of prior credit loss (3) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Balance, end of period (4) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
38
11. Accounts Payable, Accrued Expenses and Other Liabilities
The following table summarizes the Partnership’s accounts payable, accrued expenses and other liabilities as of June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Accrued interest expense |
|
|
|
|
|
|
||
Deferred gain on sale of MF Property |
|
|
|
|
|
|
||
Reserve for credit losses on unfunded commitments (Note 10) |
|
|
|
|
|
|
||
Derivative instruments at fair value (Note 15) |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total accounts payable, accrued expenses and other liabilities |
|
$ |
|
|
$ |
|
||
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 June 30, 2025 and December 31, 2024:
Secured Lines of Credit |
|
Outstanding as of June 30, 2025 |
|
|
Total Commitment |
|
|
Commitment Maturity |
|
Variable / |
|
Reset |
|
Period End |
|
|||
General LOC |
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
Acquisition LOC |
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||
Secured Lines of Credit |
|
Outstanding as of December 31, 2024 |
|
|
Total Commitment |
|
|
Commitment Maturity |
|
Variable / |
|
Reset |
|
Period End |
|
|||
General LOC |
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
||||||
Acquisition LOC |
|
|
|
|
|
|
|
|
|
|
|
% |
||||||
|
|
$ |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||
General LOC
The Partnership has entered into a Secured Credit Agreement with a commitment of up to $
The General LOC is currently secured by first priority security interests in the Partnership’s investments in unconsolidated entities. In addition, an affiliate of the Partnership, Greystone Select, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement. Greystone Select is subject to certain covenants and was in compliance with such covenants as of June 30, 2025. No fees were paid to Greystone Select related to the deficiency guaranty agreement.
39
Acquisition LOC
The Acquisition LOC has a commitment of up to $
40
13. Debt Financing
The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of June 30, 2025 and December 31, 2024:
|
|
Outstanding Debt Financings |
|
|
Restricted |
|
|
Stated |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities (1) |
|
Remarketing Senior |
|
Facility Fees |
|
Period End |
|
||
TEBS Financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
M33 TEBS |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
M45 TEBS |
|
|
|
|
|
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2024 PFA Securitization Transaction |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TEBS Residual Financing |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mizuho Capital Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Sondrio - Series 2022A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Vietti - Series 2022A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Entrepreneur MRBs |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at Empire MRBs |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Ivy Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Windsor Shores Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Village at Hanford Square |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
MaryAlice Circle Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Meadow Valley |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Sandy Creek Apartments GIL |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
40rty on Colony |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Mayer MRBs |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Safford |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wood Hollow - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Live 929 |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Woodington Gardens - Series A-1 |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Aventine Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Copperfield - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wilcrest - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Trust 2024-XF3219 |
(4) |
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Centurion Foundation |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at the Crest - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar on the Blvd - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar on the Hills - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at the Oaks - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar in 09 - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Agape Helotes - Series A-1 |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Agape Helotes - Series B |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Barclays Capital Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Trust 2021-XF2953 |
(5) |
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove I GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove II GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove III GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Village Point |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
41
|
|
Outstanding Debt Financings |
|
|
Restricted |
|
|
Stated |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities (1) |
|
Remarketing Senior |
|
Facility Fees |
|
Period End |
|
||
TEBS Financings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
M33 TEBS |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
M45 TEBS |
|
|
|
|
|
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2024 PFA Securitization Transaction |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TEBS Residual Financing |
|
$ |
|
|
$ |
|
|
|
Fixed |
|
|
N/A |
|
N/A |
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
TOB Trust Securitizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Mizuho Capital Markets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
SoLa Impact Opportunity Zone Fund |
|
$ |
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Sondrio - Series 2022A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Park at Vietti - Series 2022A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Entrepreneur MRBs |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Legacy Commons at Signal Hills GIL |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Osprey Village GIL |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at Empire MRBs |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Ivy Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Windsor Shores Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Village at Hanford Square |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
MaryAlice Circle Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Meadow Valley |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
40rty on Colony |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Sandy Creek Apartments GIL |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Residency at the Mayer MRBs |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Safford |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wood Hollow - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Live 929 |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Woodington Gardens - Series A-1 |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Aventine Apartments |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Copperfield - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at Wilcrest - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Trust 2024-XF3219 |
(4) |
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
The Centurion Foundation |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at the Crest - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar on the Blvd - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar on the Hills - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar at the Oaks - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Avistar in 09 - Series A |
|
|
|
|
(3) |
|
|
|
Variable |
|
|
|
|
|
|||||||
Barclays Capital Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Trust 2021-XF2953 |
(5) |
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove I GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove II GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Poppy Grove III GIL |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Village Point |
|
|
|
|
|
- |
|
|
|
Variable |
|
|
|
|
|
||||||
Subtotal/Weighed Average Period End Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
42
The TOBs, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction are consolidated VIEs of the Partnership (Note 3). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction on the Partnership's condensed consolidated financial statements. See information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GILs securitized within the TOB, term TOB, TEBS Financings, TEBS Residual Financing, and 2024 PFA Securitization Transaction in Notes 4, 5, 6 and 9, respectively.
As the residual interest holder in the TOBs, term TOB, and TEBS Financings, the Partnership may be required to make certain payments or contribute certain assets to the VIEs if certain events occur. Such events include, but are not limited to, a downgrade in the investment rating of the senior securities issued by the VIEs, a ratings downgrade of the liquidity provider for the VIEs, increases in short term interest rates beyond pre-set maximums, an inability to re-market the senior securities, or an inability to obtain liquidity for the senior securities. If such an event occurs in an individual VIE, the Partnership may be required to deleverage the VIE by repurchasing some or all of the senior securities. Otherwise, the underlying collateral will be sold and, if the proceeds are not sufficient to pay the principal amount of the senior securities plus accrued interest and other trust expenses, the Partnership will be required to fund any such shortfall. If the Partnership does not fund the shortfall, the default and liquidation provisions will be invoked against the Partnership. The shortfall on each TEBS financing is limited to the Partnership’s residual interest. The Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.
As the residual interest holder in the TEBS Residual Financing and 2024 PFA Securitization Transaction, the Partnership may make certain payments or contribute certain assets to the VIE to prevent a default under the arrangement or related credit enhancement. If the Partnership does not or is unable to cure the default, the default and liquidation provisions will be invoked and the underlying assets will be sold, which may result in the Partnership’s residual interest not being recovered.
The Partnership has entered into various TOB trust financings with Mizuho and Barclays secured by various investment assets. The TOB trusts with Mizuho and Barclays are subject to respective ISDA master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the Partnership's residual interests must maintain a certain value in relation to the total assets in each TOB trust. The Mizuho and Barclays master agreements also require the Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership remain listed on a national securities exchange. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). In addition, both Mizuho and Barclays master agreements specify that default(s) on the Partnership’s other senior debts above a specified dollar amount, in the aggregate, will constitute a default under the master agreement. If the Partnership is not in compliance with any of these covenants, a termination event of the financing facilities would be triggered. The Partnership was in compliance with these covenants as of June 30, 2025.
The Partnership is subject to mark-to-market collateral posting provision for positions under the ISDA master agreements with Mizuho and Barclays related to the TOB Trusts. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 15) in relation to thresholds set by Mizuho and Barclays at the initiation of each transaction. The Partnership had posted approximately $
As of June 30, 2025 and December 31, 2024, the Partnership posted restricted cash as contractually required under the terms of the TEBS Financings.
The Partnership’s variable rate debt financing arrangements include maximum interest rate provisions that prevent the debt service on the debt financings from exceeding the cash flows from the underlying securitized assets.
43
Activity in the First Six Months of 2025
New Debt Financings:
The following is a summary of the new TOB trust financings that were entered into during the six months ended June 30, 2025:
TOB Trust Securitization |
|
Initial TOB |
|
|
Stated Maturity |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities |
|
Facility Fees |
|
Agape Helotes - Series A-1 |
|
$ |
|
|
|
|
|
|||||
Agape Helotes - Series B |
|
|
|
|
|
|
|
|||||
Total TOB Trust Financings |
|
$ |
|
|
|
|
|
|
|
|
|
|
In February 2025, the Partnership deposited the re-allocated GIL principal of Poppy Grove I, Poppy Grove II, and Poppy Grove III (Note 5) into the TOB financing Trust 2021-XF2953 and received debt financing proceeds of approximately $
In March 2025, the Partnership transferred the re-allocated GIL principal of Poppy Grove I, Poppy Grove II, and Poppy Grove III (Note 5) from TOB financing Trust 2021-XF2953 to the respective Poppy Grove I GIL, Poppy Grove II GIL, and Poppy Grove III GIL TOB Trust financings for proceeds of $
Redemptions:
The following is a summary of the debt financing principal payments made in connection with the repayment of underlying assets during the six months ended June 30, 2025:
Debt Financing |
|
Debt Facility |
|
Month |
|
Principal Paydown Applied |
|
|
Trust 2024-XF3219 - Sandy Creek Taxable Loan |
|
TOB Trust |
|
|
$ |
|
||
Osprey Village GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Willow Place Apartments GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Willow Place Apartments Supplemental GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Poppy Grove I GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Poppy Grove II GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Poppy Grove III GIL |
|
TOB Trust |
|
|
|
|
||
SoLa Impact Opportunity Zone Fund property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2024-XF3219 - Sandy Creek Taxable Loan |
|
TOB Trust |
|
|
|
|
||
Legacy Commons at Signal Hills GIL |
|
TOB Trust |
|
|
|
|
||
Companion at Thornhill Apartments MRB |
|
M45 TEBS Financing |
|
|
|
|
||
Companion at Thornhill Apartments MRB |
|
TEBS Residual Financing |
|
|
|
|
||
The Palms at Premier Park Apartments MRB |
|
2024 PFA Securitization Transaction |
|
|
|
|
||
The Palms at Premier Park Apartments MRB |
|
TEBS Residual Financing |
|
|
|
|
||
|
|
|
|
|
|
$ |
|
|
Refinancing Activity:
In February 2025, the Partnership executed an extension of the maturity dates of The Park at Vietti - Series 2022A, The Park at Sondrio - Series 2022A, Residency at Empire MRBs, Windsor Shores Apartments, The Ivy Apartments, and Residency at the Entrepreneur MRBs TOB trust financings to
The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to April 2026. There were no additional changes to terms or fees associated with the extensions.
44
Activity in the First Six Months of 2024
New Debt Financings:
The following is a summary of the new TOB trust financings that were entered into during the six months ended June 30, 2024:
TOB Trusts Securitization |
|
Initial TOB |
|
|
Stated Maturity |
|
Interest Rate Type |
|
Tax-Exempt Interest on Senior Securities |
|
Facility Fees |
|
Southpark MRB |
|
$ |
|
|
|
|
|
|||||
Trust 2024-XF3219 |
|
|
|
|
|
|
|
|||||
Woodington Gardens - Series A-1 |
|
|
|
|
|
|
|
|||||
Aventine Apartments |
|
|
|
|
|
|
|
|||||
Total TOB Trust Financings |
|
$ |
|
|
|
|
|
|
|
|
|
|
In March 2024, the Partnership deposited the Residency at the Mayer - Series M MRB into the existing TOB Trust 2022-XF3059 and received additional debt financing proceeds of approximately $
In April 2024, the Partnership deposited the Woodington Gardens - Series A-2 taxable MRB into the existing TOB Trust 2024-XF3219 and received additional debt financing proceeds of approximately $
In June 2024, the Partnership deposited the Residency at Empire - Series BB-4 MRB into the existing TOB Trust 2023-XF3077 and received additional debt financing proceeds of approximately $
In June 2024, the Partnership deposited the Residency at the Entrepreneur - Series J-4 MRB into the existing TOB Trust 2024-XF3219 and received additional debt financing proceeds of approximately $
Redemptions:
The following is a summary of the debt financing principal payments made in connection with the repayment of underlying assets during the six months ended June 30, 2024:
Debt Financing |
|
Debt Facility |
|
Month |
|
Principal Paydown Applied |
|
|
Hope on Avalon GIL |
|
TOB Trust |
|
|
$ |
|
||
Trust 2021-XF2926 - Hope on Avalon taxable GIL |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2939 - Osprey Village property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2939 - Osprey Village Supplemental property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2953 - Willow Place property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2926 - Legacy Commons at Signal Hills property loan |
|
TOB Trust |
|
|
|
|
||
Trust 2021-XF2939 - Residency at the Mayer Series A-T |
|
TOB Trust |
|
|
|
|
||
SoLa Impact Opportunity Zone Fund |
|
TOB Trust |
|
|
|
|
||
|
|
|
|
|
|
$ |
|
|
Refinancing Activity:
In April 2024, the maturity date of the Partnership’s Term TOB financing associated with the Village at Avalon MRB was extended to
In June 2024, the Partnership executed an extension of the maturity dates of the Montecito at Williams Ranch - Series A, Vineyard Gardens - Series A, Avistar at Copperfield - Series A, Avistar at Wilcrest - Series A, and Jackson Manor Apartments TOB trust financings to July 2027. There were no additional changes to terms or fees associated with the extensions.
The Partnership executed three-month extensions of the maturity dates of the Barclays TOB financings of Trust 2021-XF2953, Poppy Grove I GIL, Poppy Grove II GIL, Poppy Grove III GIL, and Village Point to April 2025. There were no additional changes to terms or fees associated with the extensions.
45
Future Maturities
The Partnership’s contractual maturities of borrowings as of June 30, 2025 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:
Remainder of 2025 |
|
$ |
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
|
|
|
Unamortized deferred financing costs and debt premium |
|
|
( |
) |
Total debt financing, net |
|
$ |
|
14. Mortgages Payable
The following is a summary of the Partnership's mortgage payable, net of deferred financing costs, as of June 30, 2025 and December 31, 2024:
Property Mortgage Payables |
|
Outstanding Mortgage |
|
|
Outstanding Mortgage |
|
|
Year |
|
Stated Maturity |
|
Variable |
|
Period End |
|
|
|||
Vantage at San Marcos (1) |
|
$ |
|
|
$ |
|
|
|
|
|
|
% |
|
||||||
In February 2025, Vantage at San Marcos paid down approximately $
15. Derivative Instruments
The Partnership’s derivative instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations, with gains reported as a reduction to expenses.
|
|
For the Three Months ended June 30, 2025 |
|
|
For the Six Months ended June 30, 2025 |
|
||||||||||||||||||
|
|
Realized (gains) losses on derivatives, net |
|
|
Unrealized (gains) losses on derivatives, net |
|
|
Net result from derivative transactions |
|
|
Realized (gains) losses on derivatives, net |
|
|
Unrealized (gains) losses on derivatives, net |
|
|
Net result from derivative transactions |
|
||||||
Interest rate swaps |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||
|
|
For the Three Months ended June 30, 2024 |
|
|
For the Six Months ended June 30, 2024 |
|
||||||||||||||||||
|
|
Realized (gains) losses on derivatives, net |
|
|
Unrealized (gains) losses on derivatives, net |
|
|
Net result from derivative transactions |
|
|
Realized (gains) losses on derivatives, net |
|
|
Unrealized (gains) losses on derivatives, net |
|
|
Net result from derivative transactions |
|
||||||
Interest rate swaps |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest rate cap |
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Total |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The value of the Partnership’s interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s respective ISDA master agreements with Mizuho and Barclays. See Note 20 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative instruments are presented within “Other assets” and “Accounts payable, accrued expenses and other liabilities” in the Partnership's condensed consolidated balance sheets.
Interest Rate Swap Agreements
46
The Partnership has entered into multiple interest rate swap agreements to mitigate interest rate risk associated with variable rate TOB trust financings. No fees were paid to the counterparties upon closing of the interest rate swaps. The Partnership previously entered into an interest rate cap agreement to mitigate its exposure to interest rate risk associated with a variable rate debt financing facility.
The following tables summarize the Partnership’s interest rate derivative agreements as of June 30, 2025 and December 31, 2024:
|
|
|
|
|
Fair Value as of |
|
|
|
|
|||||||
Contract Type |
|
Notional Amount |
|
|
Asset |
|
|
Liability |
|
|
Weighted Average |
|
||||
Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
SOFR |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
|
|
|
|
|
Fair Value as of |
|
|
|
|
|||||||
Contract Type |
|
Notional Amount |
|
|
Asset |
|
|
Liability |
|
|
Weighted Average |
|
||||
Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
||||
SOFR |
|
|
|
|
$ |
|
|
$ |
( |
) |
|
|
|
|||
The following table summarizes the average notional amount and weighted average fixed rate by year for our interest rate swaps as of June 30, 2025:
Year |
|
Average Notional |
|
|
Weighted Average |
|
||
Remainder of 2025 |
|
$ |
|
|
|
% |
||
2026 |
|
|
|
|
|
% |
||
2027 |
|
|
|
|
|
% |
||
2028 |
|
|
|
|
|
% |
||
2029 |
|
|
|
|
|
% |
||
2030 |
|
|
|
|
|
% |
||
2031 |
|
|
|
|
|
% |
||
2032 |
|
|
|
|
|
% |
||
2033 |
|
|
|
|
|
% |
||
2034 |
|
|
|
|
|
% |
||
16. Commitments and Contingencies
Legal Proceedings
The Partnership, from time to time, is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur and the amount of the loss can be reasonably estimated, the estimated amount of the loss is accrued in the Partnership's condensed consolidated financial statements. If the Partnership determines that a loss is reasonably possible, the Partnership will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While the resolution of these matters cannot be predicted with certainty, the Partnership currently believes there are no pending legal proceedings in which the Partnership is currently involved the outcome of which will have a material effect on the Partnership’s financial condition, results of operations, or cash flows.
47
Bond Purchase Commitments
The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded as gains or losses on the Partnership's condensed consolidated statements of comprehensive income (loss). The Partnership had
Bond Purchase Commitments |
|
Commitment Date |
|
Maximum |
|
|
Interest |
|
|
Estimated Closing |
|
Fair Value as of |
|
|||
Kindred Apartments |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|||||
Investment Commitments
The Partnership has remaining contractual commitments to provide additional funding of certain MRBs, taxable MRBs, taxable GILs, and property loans while the secured properties are under construction or rehabilitation. The Partnership’s remaining non-cancelable commitments for taxable GILs and property loans are subject to an allowance for credit losses, which was approximately $
Property Name |
|
Commitment Date |
|
Asset |
|
Interest Rate |
|
Total Commitment |
|
|
Remaining Commitment |
|
||
Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
||||
Meadow Valley |
|
|
|
|
$ |
|
|
$ |
|
|||||
Residency at Empire - Series BB-4 |
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Taxable Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
||||
Residency at Empire - Series BB-T |
|
|
|
|
$ |
|
|
$ |
|
|||||
Gateway and Yarbrough Predevelopment Project |
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
||||
Poppy Grove III |
|
|
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
||
Sandoval Flats |
|
|
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
||
Vantage at San Marcos (3), (4) |
|
|
N/A |
|
N/A |
|
$ |
|
|
$ |
|
|||
Freestone Greeley (4) |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bond Purchase Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||
Kindred Apartments |
|
|
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total Commitments |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||
In addition, the Partnership is committed to funding
48
Construction Loan Guaranties
The Partnership entered into limited guaranty agreements for bridge loans related to certain investments in unconsolidated entities. The Partnership will only have to perform on the guaranties if a default by the borrower were to occur. The Partnership has not accrued any amount for these contingent liabilities because the Partnership believes the likelihood of guaranty claims is remote.
Borrower |
|
Guaranty Maturity |
|
Maximum Balance |
|
|
Loan |
|
|
Partnership's Maximum Exposure |
|
|
Guaranty |
|||
Vantage at McKinney Falls |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
(1) |
||||
Vantage at Hutto |
|
|
|
|
|
|
|
|
$ |
|
|
(1) |
||||
Vantage at Loveland |
|
|
|
|
|
|
|
|
$ |
|
|
(1) |
||||
Other Guaranties and Commitments
The Partnership has entered into guaranty agreements with unaffiliated entities under which the Partnership has guaranteed certain obligations of the general partners of certain limited partnerships upon the occurrence of a “repurchase event.” Potential repurchase events include LIHTC recapture and foreclosure. The Partnership’s maximum exposure is limited to
Limited Partnership(s) |
|
End of Guaranty Period |
|
Partnership's Maximum Exposure |
|
|
|
Ohio Properties |
|
|
$ |
|
|
||
Greens of Pine Glen, LP |
|
|
|
|
|
||
In December 2022, the Partnership sold
The Partnership has entered into various forward loan purchase agreements associated with construction loans for its investments in unconsolidated entities. Under these agreements, the Partnership will purchase a loan from the construction lender at maturity of the construction loan, which is typically five to
49
17. Redeemable Preferred Units
The Partnership has designated three series of non-cumulative, non-voting, non-convertible Preferred Units that represent limited partnership interests in the Partnership consisting of the Series A Preferred Units, the Series A-1 Preferred Units, and the Series B Preferred Units. The Preferred Units have no stated maturity, are not subject to any sinking fund requirements, and will remain outstanding indefinitely unless redeemed by the Partnership or by the holder. If declared by the General Partner, distributions to the holders of Series A Preferred Units, Series A-1 Preferred Units, and Series B Preferred Units, are paid quarterly at annual fixed rates of
The Partnership filed a registration statement on Form S-3 for the registration of up to
The following table summarizes the Partnership’s outstanding Preferred Units as of June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
||||||||||||||||
Month Issued |
|
Units |
|
|
Purchase Price |
|
|
Distribution |
|
|
Redemption |
|
|
Earliest Redemption |
||||
Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
April 2022 |
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|
|||||
October 2022 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
February 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
June 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Total Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 2024 |
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
|
|||||
February 2024 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
March 2025 |
|
|
|
|
|
|
|
|
% |
|
|
|
|
|||||
Total Series B Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable Preferred Units |
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2024 |
|
|||||||||||||
Month Issued |
|
Units |
|
|
Purchase Price |
|
|
Distribution |
|
|
Redemption |
|
||||
Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
April 2022 |
|
|
|
|
$ |
|
|
|
% |
|
$ |
|
||||
October 2022 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
February 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
June 2023 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
Total Series A-1 Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Series B Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
January 2024 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
February 2024 |
|
|
|
|
|
|
|
|
% |
|
|
|
||||
Total Series B Preferred Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Redeemable Preferred Units |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
50
18. Restricted Unit Awards
The Partnership’s Equity Incentive Plan permitted the grant of restricted units and other awards to the employees of Greystone Manager, the Partnership, or any affiliate of either, and members of the Board of Managers for up to
The fair value of each RUA was estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The compensation expense for RUAs totaled approximately $
The following table summarizes the RUA activity for the six months ended June 30, 2025 and for the year ended December 31, 2024:
|
|
Restricted Units |
|
|
Weighted average |
|
||
Unvested as of January 1, 2024 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Unvested as of December 31, 2024 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of June 30, 2025 |
|
|
|
|
$ |
|
||
The unrecognized compensation expense related to unvested RUAs granted under the Equity Incentive Plan was approximately $
19. Transactions with Related Parties
The Partnership incurs costs for services and makes contractual payments to the General Partner, Greystone Manager, and their affiliates. The costs are reported either as expenses or capitalized costs depending on the nature of each item.
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Partnership administrative fees paid to the General Partner (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Referral fees paid to an affiliate (3) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Servicing fees paid to an affiliate (4) |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
51
The General Partner receives fees from the borrowers and sponsors of the Partnership’s investment assets for services provided to the borrower and based on the occurrence of certain investment transactions. These fees were paid by the borrowers or sponsors and are not reported in the Partnership’s condensed consolidated financial statements.
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Investment/mortgage placement fees earned by the General Partner (1) |
|
|
|
|
|
|
|
$ |
|
|
$ |
|
||||
As of June 30, 2025, Greystone Servicing, an affiliate of the Partnership, has forward committed to purchase four of the Partnership’s GILs (Note 5), once certain conditions are met, at a price equal to the outstanding principal plus accrued interest. Greystone Servicing is committed to then immediately sell the GILs to Freddie Mac pursuant to a financing commitment between Greystone Servicing and Freddie Mac. Greystone Servicing purchased the following GILs during the six months ended June 30, 2025, including principal and accrued interest:
An affiliate of the Partnership, Greystone Bridge Lending Fund Manager LLC, entered into an investment management agreement in October 2024 to provide various investment management services for the Construction Lending JV. Investment management fees of approximately $
The Partnership invests in certain GILs, taxable GILs, and property loans with the expectation that the related investments will be sold to the Construction Lending JV at a future date. The Partnership also executes interest rate swap agreements in which it expects to novate the swap to the Construction Lending JV upon the sale of the related investment asset. During the three and six months ended June 30, 2025, the Partnership sold approximately $
Greystone Select, an affiliate of the Partnership, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement related to the Partnership's General LOC (Note 12). The guaranty is enforceable if an event of default occurs, the administrative agent takes certain actions in relation to the collateral and the amounts due under the Secured Credit Agreement are not collected within a certain period of time after the commencement of such actions.
The Partnership reported receivables due from unconsolidated entities of approximately $
52
20. Fair Value of Financial Instruments
Current accounting guidance on fair value measurements establishes a framework for measuring fair value and provides for expanded disclosures about fair value measurements. The guidance:
Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. To increase consistency and comparability in fair value measurements and related disclosures, the fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of the hierarchy are defined as follows:
The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for the assets and liabilities measured at fair value on a recurring basis.
Investments in MRBs, Taxable MRBs and Bond Purchase Commitments
The fair value of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of June 30, 2025 and December 31, 2024, is based upon prices obtained from third-party pricing services, which are estimates of market prices. There is no active trading market for these securities, and price quotes for the securities are not available. The valuation methodology of the Partnership’s third-party pricing services incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each security as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, illiquidity, legal structure of the borrower, collateral, seniority to other obligations, operating results of the underlying property, geographic location, and property quality. These characteristics are used to estimate an effective yield for each security. The security fair value is estimated using a discounted cash flow and yield to maturity or call analysis by applying the effective yield to contractual cash flows. Significant increases (decreases) in the effective yield would have resulted in a significantly lower (higher) fair value estimate. Changes in fair value due to an increase or decrease in the effective yield do not impact the Partnership’s cash flows.
The Partnership evaluates pricing data received from the third-party pricing services by evaluating consistency with information from either the third-party pricing services or public sources. The fair value estimates of the MRBs, taxable MRBs and bond purchase commitments are based largely on unobservable inputs believed to be used by market participants and requires the use of judgment on the part of the third-party pricing services and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments are categorized as Level 3 assets.
The range of effective yields and weighted average effective yields of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of June 30, 2025 and December 31, 2024 are as follows:
|
|
Range of Effective Yields |
|
Weighted Average Effective Yields (1) |
|
|||||||
Security Type |
|
June 30, 2025 |
|
December 31, 2024 |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Mortgage revenue bonds |
|
|
|
|
% |
|
|
% |
||||
Taxable mortgage revenue bonds |
|
|
|
|
% |
|
|
% |
||||
Bond purchase commitments |
|
|
n/a |
|
|
% |
|
n/a |
|
|||
53
Derivative Instruments
The effect of the Partnership’s interest rate swap agreements is to change a variable rate debt obligation to a fixed rate for that portion of the debt equal to the notional amount of the derivative agreement. The Partnership uses a third-party pricing service that incorporates commonly used market pricing methods to value the interest rate swaps. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements and therefore the interest rate swaps are categorized as Level 2 assets or liabilities.
The effect of the Partnership’s interest rate cap was to set a cap, or upper limit, subject to performance of the counterparty, on the base rate of interest paid on the Partnership’s variable rate debt financings equal to the notional amount of the derivative agreement. The Partnership used a third-party pricing service to value the interest rate cap. The inputs into the interest rate cap agreements valuation model included SOFR rates, unobservable adjustments to account for the SIFMA index, as well as any recent interest rate cap trades with similar terms. The fair value was based on a model with inputs that are not observable and therefore the interest rate cap is categorized as a Level 3 asset.
Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 are summarized as follows:
|
|
Fair Value Measurements as of June 30, 2025 |
|
|||||||||||||
Description |
|
Assets and Liabilities |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets and Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage revenue bonds |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Bond purchase commitments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Taxable mortgage revenue bonds (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Derivative instruments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Derivative swap liability (reported within other liabilities) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Total Assets and Liabilities at Fair Value, net |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
The following table summarizes the activity related to Level 3 assets for the three and six months ended June 30, 2025:
|
|
For the Three Months Ended June 30, 2025 |
|
|||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||
|
|
Mortgage |
|
|
Bond Purchase |
|
|
Taxable Mortgage |
|
|
Total |
|
||||
Beginning Balance April 1, 2025 |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Included in earnings (interest income and |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Included in earnings (provision for credit losses) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Included in other comprehensive income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Purchases and advances |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Settlements and redemptions |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Ending Balance June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total amount of losses for the |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
( |
) |
54
|
|
For the Six Months ended June 30, 2025 |
|
|||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||
|
|
Mortgage |
|
|
Bond Purchase |
|
|
Taxable Mortgage |
|
|
Total |
|
||||
Beginning Balance January 1, 2025 |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Included in earnings (interest income and |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Included in earnings (provision for credit losses) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Included in other comprehensive income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Purchases and advances |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Settlements and redemptions |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Ending Balance June 30, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total amount of losses for the |
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
( |
) |
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 are summarized as follows:
|
|
Fair Value Measurements as of December 31, 2024 |
|
|||||||||||||
Description |
|
Assets and Liabilities |
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
||||
Assets and Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage revenue bonds |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
|
||
Taxable mortgage revenue bonds (reported within other assets) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Derivative instruments (reported within other assets) |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Derivative swap liability (reported within other liabilities) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
Total Assets and Liabilities at Fair Value, net |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
|||
55
The following table summarizes the activity related to Level 3 assets and liabilities for the three and six months ended June 30, 2024:
|
|
For the Three Months ended June 30, 2024 |
|
|||||||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||||||
|
|
Mortgage |
|
|
Bond Purchase Commitments |
|
|
Taxable Mortgage |
|
|
Derivative |
|
|
Total |
|
|||||
Beginning Balance April 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings (interest income and |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Included in earnings (provision for credit losses) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Included in earnings (gain on sale of |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Included in other comprehensive income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Purchases and advances |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Sales |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Settlements and redemptions |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Bond purchase commitments (reported within other assets) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total amount of gains (losses) for the |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
For the Six Months Ended June 30, 2024 |
|
|||||||||||||||||
|
|
Fair Value Measurements Using Significant |
|
|||||||||||||||||
|
|
Unobservable Inputs (Level 3) |
|
|||||||||||||||||
|
|
Mortgage |
|
|
Bond Purchase Commitments |
|
|
Taxable Mortgage |
|
|
Derivative |
|
|
Total |
|
|||||
Beginning Balance January 1, 2024 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total gains (losses) (realized/unrealized) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Included in earnings (interest income and |
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Included in earnings (provision for credit losses) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Included in earnings (gain on sale of |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Included in other comprehensive income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Purchases and advances |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|||
Sales |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Settlements and redemptions |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Purchases and advances |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total amount of gains (losses) for the |
|
$ |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
||
The Partnership considered the Natchitoches Thomas Apartments GIL and taxable GIL to be available-for-sale securities as of December 31, 2024. The Partnership also considered the Sandoval Flats property loan to be held-for-sale as of June 30, 2025 and December 31, 2024. These assets are reported at fair value as of each reporting date, which in all cases, approximated the carrying value with
Total gains and losses included in earnings for the derivative instruments are reported within “Net result from derivative transactions” in the Partnership's condensed consolidated statements of operations.
56
As of June 30, 2025 and December 31, 2024, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s GILs, taxable GILs, and construction financing property loans that share a first mortgage lien with the GILs, which is an estimate of their market price. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of the GILs and property loans as well as other quantitative and qualitative characteristics including, but not limited to, the progress of construction and operations of the underlying properties, and the financial capacity of guarantors. The valuation methodology also considers the probability that conditions for the execution of forward commitments to purchase the GILs will be met. Due to the judgments involved, the fair value measurements of the Partnership’s GILs, taxable GIL, and construction financing property loans are categorized as Level 3 assets. The estimated fair value of the GILs and taxable GILs was $
As of June 30, 2025 and December 31, 2024, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s financial liabilities, which are estimates of market prices. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each financial liability as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, legal structure, seniority to other obligations, operating results of the underlying assets, and asset quality. The financial liability values are then estimated using a discounted cash flow and yield to maturity or call analysis.
The Partnership evaluates pricing data received from the third-party pricing service, including consideration of current market interest rates, quantitative and qualitative characteristics of the underlying collateral, and other information from either the third-party pricing service or public sources. The fair value estimates of these financial liabilities are based largely on unobservable inputs believed to be used by market participants and require the use of judgment on the part of the third-party pricing service and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s financial liabilities are categorized as Level 3 liabilities. The TEBS financings and the 2024 PFA Securitization Transaction are credit enhanced by Freddie Mac. The TOB trust financings are credit enhanced by either Mizuho or Barclays.
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
|
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt financing |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Secured lines of credit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgages payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
21. Income Taxes
The Partnership recognizes income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owned The 50/50 MF Property until December 2022, and also owns certain property loans and real estate.
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Current income tax benefit |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Deferred income tax expense (benefit) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Total income tax benefit |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was
22. Partnership Income, Expenses and Distributions
The Partnership Agreement contains provisions for the distribution of Net Interest Income, Net Residual Proceeds and Liquidation Proceeds, for the allocation of income or loss from operations, and for the allocation of income and loss arising from a repayment, sale, or liquidation of investments. Income and losses will be allocated to each Unitholder on a periodic basis, as determined by the General Partner, based on the number of Preferred Units and BUCs held by each Unitholder as of the last day of the period for which such allocation is to be made. Distributions of Net Interest Income and Net Residual Proceeds will be made to each Unitholder of record on the last day of each distribution period based on the number of Preferred Units and BUCs held by each Unitholder on that date. Cash
57
distributions are currently made on a quarterly basis. The holders of the Preferred Units are entitled to distributions at a fixed rate per annum prior to payment of distributions to other Unitholders.
For purposes of the Partnership Agreement, income and cash received by the Partnership from its investments in MF Properties, investments in unconsolidated entities, and property loans will be included in the Partnership’s Net Interest Income, and cash distributions received by the Partnership from the sale or redemption of such investments will be included in the Partnership’s Net Residual Proceeds.
Net Interest Income (Tier 1) is allocated
23. Net income per BUC
The Partnership has disclosed basic and diluted net income per BUC in the Partnership's condensed consolidated statements of operations. The unvested RUAs issued under the Equity Incentive Plan are considered participating securities and are potentially dilutive. There were
24. Segments
As of June 30, 2025, the Partnership had
Affordable Multifamily Investments Segment
The Affordable Multifamily Investments segment consists of the Partnership’s portfolio of MRBs, GILs and related taxable MRBs, taxable GILs, and property loans that have been issued to provide construction and/or permanent financing for multifamily residential and commercial properties in their market areas. Such MRBs and GILs are held as investments and the taxable MRBs, taxable GILs, and property loans, net of loan loss allowances, are reported as such on the Partnership's condensed consolidated balance sheets. As of June 30, 2025, the Partnership reported
Seniors and Skilled Nursing Investments Segment
The Seniors and Skilled Nursing Investments segment consists of two MRBs that have been issued to provide acquisition, construction and/or permanent financing for seniors housing and skilled nursing properties and a property loan associated with a lease of essential healthcare support buildings. Seniors housing consists of a combination of independent living, assisted living and memory care units. As of June 30, 2025, the
Market-Rate Joint Venture Investments Segment
The Market-Rate Joint Venture Investments segment consists of the operations of ATAX Vantage Holdings, LLC, ATAX Freestone Holdings, LLC, ATAX Senior Housing Holdings I, LLC, and ATAX Great Hill Holdings LLC, which make noncontrolling investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties (Note 7). The Market-Rate Joint Venture Investments segment also includes the consolidated VIE of Vantage at San Marcos (Note 3).
MF Properties Segment
The MF Properties segment consists primarily of student housing residential properties that were previously owned by the Partnership. As of June 30, 2025, the Partnership did not own any MF Properties. The Partnership previously sold The 50/50 MF
58
Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment. Income tax expense for the Greens Hold Co is reported within this segment.
The following tables detail certain financial information for the Partnership’s reportable segments for the periods indicated:
|
|
For the Three Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Affordable Multifamily Investments |
|
|
Seniors and Skilled Nursing Investments |
|
|
Market-Rate Joint Venture Investments |
|
|
MF Properties |
|
|
Partnership Total |
|
|||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Other interest income |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Contingent interest income |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for credit losses |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Net result from derivative transactions |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
General and administrative |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on sale of investments in unconsolidated entities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Earnings (losses) from investments in unconsolidated entities |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Income before income taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
||
Income tax benefit |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Segment net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
|
|
For the Six Months Ended June 30, 2025 |
|
|||||||||||||||||
|
|
Affordable Multifamily Investments |
|
|
Seniors and Skilled Nursing Investments |
|
|
Market-Rate Joint Venture Investments |
|
|
MF Properties |
|
|
Partnership Total |
|
|||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Other interest income |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Contingent interest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other income |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for credit losses |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Depreciation and amortization |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Net result from derivative transactions |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
General and administrative |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on sale of investments in unconsolidated entities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Earnings (losses) from investments in unconsolidated entities |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Income before income taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
||
Income tax benefit |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Segment net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
59
|
|
For the Three Months Ended June 30, 2024 |
|
|||||||||||||||||
|
|
Affordable Multifamily Investments |
|
|
Seniors and Skilled Nursing Investments |
|
|
Market-Rate Joint Venture Investments |
|
|
MF Properties |
|
|
Partnership Total |
|
|||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Other interest income |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Other income |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for credit losses |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Net result from derivative transactions |
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
General and administrative |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on sale of real estate assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Gain on sale of mortgage revenue bond |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Gain on sale of investments in unconsolidated entities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Earnings (losses) from investments in unconsolidated entities |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income tax benefit |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Segment net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
For the Six months Ended June 30, 2024 |
|
|||||||||||||||||
|
|
Affordable Multifamily Investments |
|
|
Seniors and Skilled Nursing Investments |
|
|
Market-Rate Joint Venture Investments |
|
|
MF Properties |
|
|
Partnership Total |
|
|||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Other interest income |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|||
Other income |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Provision for credit losses (Note 10) |
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Depreciation and amortization |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Net result from derivative transactions (Note 15) |
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
General and administrative |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gain on sale of real estate assets |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Gain on sale of mortgage revenue bond |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Gain on sale of investments in unconsolidated entities |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Earnings (losses) from investments in unconsolidated entities |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income tax benefit |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Segment net income (loss) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
60
The following table details total assets for the Partnership’s reportable segments as of June 30, 2025 and December 31, 2024:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
|
||
Total assets |
|
|
|
|
|
|
|
||
Affordable Multifamily Investments |
|
$ |
|
|
$ |
|
|
||
Seniors and Skilled Nursing Investments |
|
|
|
|
|
|
|
||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
|
||
MF Properties |
|
|
|
|
|
|
|
||
Consolidation/eliminations |
|
|
( |
) |
|
|
( |
) |
|
Total assets |
|
$ |
|
|
$ |
|
|
||
25. Subsequent Events
In July 2025, the Partnership received an additional capital commitment of approximately $
In August 2025, the Partnership extended the maturity dates of the TOB financings for Village at Hanford Square, MaryAlice Circle Apartments, Meadow Valley, and 40rty on Colony to
In July 2025, the Partnership acquired a taxable MRB. The following table summarizes the terms of the Partnership’s investment:
Property Name |
|
Month |
|
Property Location |
|
Maturity Date |
|
Interest Rate |
|
Initial Principal Funding |
|
|
Total Commitment |
|
||
Triangle Square Predevelopment Project |
|
|
Raleigh, NC |
|
|
|
$ |
|
|
$ |
|
|||||
In August 2025, the Copper Gate Apartments MRB with outstanding principal of $
61
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In this Management’s Discussion and Analysis, all references to “we,” “us,” and the “Partnership” refer to Greystone Housing Impact Investors LP, its consolidated subsidiaries, and consolidated VIEs for all periods presented. The Partnership includes the assets, liabilities, and results of operations of the Partnership, our wholly owned subsidiaries and consolidated VIEs. All significant transactions and accounts between the Partnership, its subsidiaries, and consolidated VIEs have been eliminated in consolidation. See Note 2 and Note 3 to the Partnership’s condensed consolidated financial statements for further disclosures.
Executive Summary
The Partnership was formed in 1998 for the purpose of acquiring a portfolio of MRBs that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily, seniors housing and commercial properties. We also invest in GILs, which, similar to MRBs, provide financing for affordable multifamily and seniors housing properties. We expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We also invest in other types of securities and investments that may or may not be secured by real estate and may make property loans to multifamily properties which may or may not be financed by MRBs or GILs held by us and may or may not be secured by real estate. We also make JV Equity Investments for the construction, stabilization, and ultimate sale of market-rate multifamily and seniors housing properties. In addition, the Partnership may acquire and hold interests in multifamily, student or senior citizen residential MF Properties.
As of June 30, 2025, we had four reportable segments: (1) Affordable Multifamily Investments, (2) Seniors and Skilled Nursing Investments, (3) Market-Rate Joint Venture Investments and (4) MF Properties. We separately report our consolidation and elimination information because we do not allocate certain items to the segments. All “General and administrative expenses” on the Partnership's condensed consolidated statements of operations are reported within the Affordable Multifamily Investments segment. See Notes 2 and 24 to the Partnership’s condensed consolidated financial statements for additional details. The following table presents summary information regarding activity of our segments for the three and six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
Percentage of Total |
|
|
2024 |
|
|
Percentage of Total |
|
|
2025 |
|
|
Percentage of Total |
|
|
2024 |
|
|
Percentage of Total |
|
||||||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Affordable Multifamily Investments |
|
$ |
19,525 |
|
|
|
82.7 |
% |
|
$ |
19,994 |
|
|
|
91.0 |
% |
|
$ |
40,219 |
|
|
|
82.5 |
% |
|
$ |
39,993 |
|
|
|
90.2 |
% |
Seniors and Skilled Nursing Investments |
|
|
1,242 |
|
|
|
5.3 |
% |
|
|
820 |
|
|
|
3.7 |
% |
|
|
2,474 |
|
|
|
5.1 |
% |
|
|
1,568 |
|
|
|
3.5 |
% |
Market-Rate Joint Venture Investments |
|
|
2,824 |
|
|
|
12.0 |
% |
|
|
1,155 |
|
|
|
5.3 |
% |
|
|
6,023 |
|
|
|
12.4 |
% |
|
|
2,779 |
|
|
|
6.3 |
% |
MF Properties |
|
|
- |
|
|
|
0.0 |
% |
|
|
- |
|
|
|
0.0 |
% |
|
|
- |
|
|
|
0.0 |
% |
|
|
- |
|
|
|
0.0 |
% |
Total revenues |
|
$ |
23,591 |
|
|
|
|
|
$ |
21,969 |
|
|
|
|
|
$ |
48,716 |
|
|
|
|
|
$ |
44,340 |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Affordable Multifamily Investments |
|
|
(7,986 |
) |
|
|
112.9 |
% |
|
|
4,136 |
|
|
|
79.9 |
% |
|
$ |
(6,640 |
) |
|
|
177.2 |
% |
|
$ |
12,672 |
|
|
|
80.1 |
% |
Seniors and Skilled Nursing Investments |
|
|
259 |
|
|
|
-3.7 |
% |
|
|
308 |
|
|
|
5.9 |
% |
|
|
300 |
|
|
|
-8.0 |
% |
|
|
1,390 |
|
|
|
8.8 |
% |
Market-Rate Joint Venture Investments |
|
|
653 |
|
|
|
-9.2 |
% |
|
|
669 |
|
|
|
12.9 |
% |
|
|
2,590 |
|
|
|
-69.2 |
% |
|
|
1,699 |
|
|
|
10.7 |
% |
MF Properties |
|
|
3 |
|
|
|
0.0 |
% |
|
|
65 |
|
|
|
1.3 |
% |
|
|
5 |
|
|
|
0.0 |
% |
|
|
66 |
|
|
|
0.4 |
% |
Net income (loss) |
|
$ |
(7,071 |
) |
|
|
|
|
$ |
5,178 |
|
|
|
|
|
$ |
(3,745 |
) |
|
|
|
|
$ |
15,827 |
|
|
|
|
||||
62
During the six months ended June 30, 2025 and 2024, our net income was significantly impacted by unrealized losses on our derivative instrument portfolio, which primarily consists of interest rate swaps. Under the applicable accounting guidance, we report our derivatives at fair value as of each reporting date. The fair value is based on a model that considers observable indices and observable market trades for similar arrangements, such as publicly available current SOFR rates and forward SOFR swap rates. The period-over-period change in the fair value of each derivative that is not directly related to net cash settlements are recorded as unrealized (gains) losses within “Net result from derivative transactions” on our condensed consolidated statements of operations and is included as a component of our reported net income. Unrealized (gains) losses can be significant in periods of significant interest rate volatility. The following table summarizes unrealized (gains) losses for the three and six months ended June 30, 2025 and 2024 by segment:
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Unrealized (gains) losses from derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Affordable Multifamily Investments |
|
$ |
1,787 |
|
|
$ |
(90 |
) |
|
$ |
5,054 |
|
|
$ |
(3,994 |
) |
Seniors and Skilled Nursing Investments |
|
|
356 |
|
|
|
(121 |
) |
|
|
972 |
|
|
|
(821 |
) |
Total unrealized (gains) losses from derivatives |
|
$ |
2,143 |
|
|
$ |
(211 |
) |
|
$ |
6,026 |
|
|
$ |
(4,815 |
) |
Differences between the respective periods is primarily due to market interest rate changes between reporting dates. The 3-year SOFR swap rate is a reasonable proxy for our interest rate swap portfolio as a whole as our derivatives are primarily SOFR-denominated interest rate swaps and the weighted average life of our interest rate swap portfolio is typically between three and four years. The 3-year SOFR swap rate declined 0.65% from 4.05% as of December 31, 2024 to 3.40% as of June 30, 2025, resulting in significant unrealized losses on our interest rate swap portfolio for the six months ended June 30, 2025. The 3-year SOFR swap rate increased 0.60% from 3.75% as of December 31, 2023 to 4.35% as of June 30, 2024, resulting in significant unrealized gains on our interest rate swap portfolio for the three and six months ended June 30, 2024.
Though unrealized (gains) losses may impact our reported net income period-to-period, the net cash settlements on our interest rate swaps are less variable. Our interest rate swaps are designed such that changes in the monthly net cash settlements will offset the changes in monthly interest costs on our variable-rate debt financings. Our interest rate swaps are subject to monthly net cash settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. If short-term interest rates decline, the interest cost of our variable-rate debt financings will typically decline. Meanwhile, the variable rate payment by the counterparty on our interest rate swap will decline such that our benefit from the monthly net settlement payment will decline. The change in interest cost on our variable-rate debt financing generally offsets the reduced monthly net cash settlement payments associated with the related interest rate swap, such that our net cash flow for the period is not materially impacted by changes in short term interest rate changes. For this reason, we adjust net income for unrealized losses on our derivative instruments when calculating CAD, a non-GAAP performance measure discussed later in this Item 2, which we consider to be a useful measure of our operating performance.
In addition, we recognized asset-specific provisions for credit losses totaling approximately $9.3 million in the Affordable Multifamily Investments segment for the three and six months ended June 30, 2025, which significantly impacted our reported net income. These provisions are not realized losses but are based on expectations of credit losses after our evaluation of several factors including current and expected operating results of the underlying properties, borrower financial conditions, and estimated collateral values. See the operational matters section of the Affordable Multifamily Investments section discussion in this Item 2.
63
Recent Developments
Recent Investment Activities
The following table presents information regarding the investment activity of the Partnership for the three and six months ended June 30, 2025 and 2024:
Investment Activity |
|
# |
|
Amount |
|
|
Retired Debt |
|
|
Tier 2 income (loss) |
|
|
Notes to the |
|||
For the Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond acquisitions and advances |
|
4 |
|
$ |
23,185 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Mortgage revenue bond redemptions |
|
2 |
|
|
27,846 |
|
|
$ |
27,846 |
|
|
$ |
208 |
|
|
4 |
Governmental issuer loan advance |
|
1 |
|
|
1,570 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Governmental issuer loan redemption |
|
1 |
|
|
34,620 |
|
|
|
31,155 |
|
|
N/A |
|
|
5 |
|
Property loan acquisition and advance |
|
2 |
|
|
6,624 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Property loan paydown |
|
1 |
|
|
588 |
|
|
|
455 |
|
|
N/A |
|
|
6 |
|
Investments in unconsolidated entities, net |
|
7 |
|
|
3,053 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Return of investment in unconsolidated entity upon sale |
|
1 |
|
|
12,591 |
|
|
N/A |
|
|
|
163 |
|
|
7 |
|
Taxable mortgage revenue bond acquisition |
|
1 |
|
|
800 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Taxable governmental issuer loan advances |
|
2 |
|
|
15,441 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Governmental issuer loan sale to Construction Lending JV |
|
1 |
|
|
6,500 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Taxable governmental issuer loan sale to Construction Lending JV |
|
1 |
|
|
1,000 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
For the Three Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond advances |
|
3 |
|
$ |
14,101 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Mortgage revenue bond redemption |
|
1 |
|
|
10,352 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Governmental issuer loan advances |
|
3 |
|
|
17,409 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Governmental issuer loan redemptions |
|
3 |
|
|
82,203 |
|
|
$ |
67,210 |
|
|
N/A |
|
|
5 |
|
Property loan paydowns |
|
2 |
|
|
7,798 |
|
|
|
6,185 |
|
|
N/A |
|
|
6 |
|
Investments in unconsolidated entities, net |
|
4 |
|
|
5,621 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Return of investment in unconsolidated entity upon sale |
|
1 |
|
|
11,400 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Real estate asset sale proceeds |
|
1 |
|
|
1,354 |
|
|
|
1,354 |
|
|
N/A |
|
|
8 |
|
Taxable mortgage revenue bond advances |
|
3 |
|
|
7,400 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Taxable governmental issuer loan advances |
|
3 |
|
|
21,700 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Taxable governmental issuer loan paydowns |
|
3 |
|
|
12,700 |
|
|
|
10,160 |
|
|
N/A |
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
For the Three Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond acquisitions and advances |
|
8 |
|
$ |
78,375 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Mortgage revenue bond sale |
|
1 |
|
|
8,221 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Governmental issuer loan advances |
|
3 |
|
|
9,000 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Property loan acquisition and advance |
|
2 |
|
|
9,321 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Property loan redemptions |
|
2 |
|
|
454 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Investments in unconsolidated entities |
|
5 |
|
|
11,669 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Taxable mortgage revenue bond acquisition and advance |
|
2 |
|
|
5,077 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bond acquisition and advances |
|
5 |
|
$ |
26,298 |
|
|
N/A |
|
|
N/A |
|
|
4 |
||
Governmental issuer loan advances |
|
3 |
|
|
6,000 |
|
|
N/A |
|
|
N/A |
|
|
5 |
||
Governmental issuer loan redemption |
|
1 |
|
|
23,390 |
|
|
$ |
18,712 |
|
|
N/A |
|
|
5 |
|
Property loan advances |
|
2 |
|
|
3,073 |
|
|
N/A |
|
|
N/A |
|
|
6 |
||
Property loan redemptions and paydown |
|
6 |
|
|
72,323 |
|
|
|
60,575 |
|
|
N/A |
|
|
6 |
|
Investments in unconsolidated entities |
|
7 |
|
|
6,960 |
|
|
N/A |
|
|
N/A |
|
|
7 |
||
Taxable mortgage revenue bond advance |
|
1 |
|
|
1,000 |
|
|
N/A |
|
|
N/A |
|
|
9 |
||
Taxable mortgage revenue bond paydown |
|
1 |
|
|
11,500 |
|
|
|
9,480 |
|
|
N/A |
|
|
9 |
|
Taxable governmental issuer loan redemption |
|
1 |
|
|
10,573 |
|
|
|
9,515 |
|
|
N/A |
|
|
9 |
|
64
Recent Financing Activity
The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the three and six months ended June 30, 2025 and 2024, exclusive of retired debt amounts listed in the investment activity table above:
Financing, Derivative and Capital Activity |
|
# |
|
|
Amount |
|
|
Secured |
|
Notes to the |
||
For the Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
||
Net paydown on Acquisition LOC |
|
|
1 |
|
|
$ |
7,500 |
|
|
Yes |
|
12 |
Net paydown on General LOC |
|
|
2 |
|
|
$ |
7,000 |
|
|
Yes |
|
12 |
Proceeds from TOB trust financings |
|
|
7 |
|
|
|
34,495 |
|
|
Yes |
|
13 |
|
|
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
||
Net paydown on Acquisition LOC |
|
|
1 |
|
|
$ |
10,352 |
|
|
Yes |
|
12 |
Proceeds from TOB trust financings |
|
|
8 |
|
|
|
48,435 |
|
|
Yes |
|
13 |
Issuance of Series B Preferred Units |
|
|
1 |
|
|
|
20,000 |
|
|
Yes |
|
17 |
|
|
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended June 30, 2024 |
|
|
|
|
|
|
|
|
|
|
||
Net borrowing on Acquisition LOC |
|
|
6 |
|
|
$ |
14,750 |
|
|
Yes |
|
12 |
Net borrowing on General LOC |
|
|
1 |
|
|
|
10,000 |
|
|
Yes |
|
12 |
Proceeds from TOB trust financings |
|
|
10 |
|
|
|
75,360 |
|
|
Yes |
|
13 |
Interest rate swap executed |
|
|
2 |
|
|
|
- |
|
|
N/A |
|
15 |
Redemption of Series A Preferred Units |
|
|
1 |
|
|
|
10,000 |
|
|
N/A |
|
17 |
Proceeds on issuance of BUCs, net of issuance costs |
|
|
1 |
|
|
|
439 |
|
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
||
For the Three Months Ended March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
||
Net paydown on Acquisition LOC |
|
|
2 |
|
|
$ |
16,900 |
|
|
Yes |
|
12 |
Net activity on General LOC |
|
|
2 |
|
|
|
- |
|
|
Yes |
|
12 |
Proceeds from TOB trust financings |
|
|
11 |
|
|
|
63,250 |
|
|
Yes |
|
13 |
Interest rate swap executed |
|
|
1 |
|
|
|
- |
|
|
N/A |
|
15 |
Issuance of Series B Preferred Units |
|
|
1 |
|
|
|
5,000 |
|
|
N/A |
|
17 |
Exchange of Series A Preferred Units for Series B Preferred Units |
|
|
1 |
|
|
|
17,500 |
|
|
N/A |
|
17 |
Proceeds on issuance of BUCs, net of issuance costs |
|
|
1 |
|
|
|
1,055 |
|
|
N/A |
|
N/A |
Recent Legislative Developments
On July 4, 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), which is a sweeping federal reconciliation package that permanently extends and expands key provisions of the 2017 Tax Cuts and Jobs Act, introduces new tax benefits (including elevated standard deductions, higher state-and-local tax (SALT) caps, and no taxation on tips and overtime income for certain workers), and enacts broad reductions in government spending. As directly applicable to the Partnership, the OBBBA contains provisions that may affect the Partnership and its unitholders. For example, the OBBBA affects the LIHTC program by permanently increasing the state allocation for 9% LIHTC properties by 12% and lowering the private activity bond financing threshold from 50% to 25% for 4% LIHTC projects. In sum, the OBBBA is a complex revision to the U.S. federal income tax laws with potentially far-reaching consequences. The OBBBA will require subsequent rulemaking in a number of areas. The long-term impact of the OBBBA on the Partnership, our unitholders, the developers and owners of the properties underlying our MRBs, GILs, and market-rate joint venture investments, and the multifamily real estate industry in general cannot be reliably predicted at this early stage of the new law’s implementation. Unitholders are urged to consult with their own tax advisors regarding the impact of the OBBBA to them and their acquisition, ownership, and disposition of the Partnership’s units. The Partnership’s management continues to evaluate the impact of the OBBBA on the Partnership and its business, financial condition, and results of operations.
Corporate Responsibility
We are committed to corporate responsibility and the importance of developing environmental, social, and governance policies and practices consistent with that commitment. We believe the implementation and maintenance of such policies and practices benefit the employees that serve the Partnership, support long-term performance for our Unitholders, and have a positive impact on society and the environment.
65
Environmental Responsibility
Achieving positive environmental and sustainability impacts in connection with our affordable housing investment activity is important to us. Opportunities for positive environmental investments are open to us because private activity bond volume cap and LIHTC allocations are key components of the capital structure for most new construction or acquisition/rehabilitation affordable housing properties financed by our MRB and GIL investments. These resources are allocated by individual states to our property sponsors through a competitive application process under a state-specific QAP as required under Section 42 of the IRC. Each state implements its public policy objectives through an application scoring or ranking system that rewards certain property features. Some of the common features rewarded under individual state QAPs are transit amenities (proximity to various forms of public transportation), proximity to public services (parks, libraries, full scale supermarkets, or a senior center), and energy efficiency/sustainability. Some state-specific QAPs have minimum energy efficiency standards that must be met, such as the use of low water need landscaping, Energy Star appliances and hot water heaters, and GREENGUARD Gold certified insulation. Since we can only finance properties with successful applications, we work with our sponsor clients to maximize these environmental features such that their applications can earn the most points possible under the individual state’s QAP. The following table summarizes our total funding commitments related to properties that were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs (inclusive of investments of our Construction Lending JV):
Asset Type |
|
For the Period from January 1, 2022, through June 30, 2025 |
|
|
MRBs and taxable MRBs |
|
$ |
233,375,500 |
|
GILs, taxable GILs and property loans |
|
|
265,051,554 |
|
Total |
|
$ |
498,427,054 |
|
In 2021, we acquired an MRB investment secured by Meadow Valley, a to-be-constructed 174-bed seniors housing facility in Traverse City, MI. Part of the construction financing is provided through a C-PACE program, which is a state policy-enabled financing mechanism that allows developers to access the capital needed to make renewable energy accessible and cost-effective. In the case of Meadow Valley, C-PACE financing of $24.8 million will be provided to finance energy conservation features including high efficiency windows, roof, walls, heating, cooling, indoor and outdoor lighting, water heating and low-flow fixtures. The C-PACE financing is repaid through a property tax assessment over the life of the property. Many lenders are averse to financing properties with C-PACE financing as the tax assessment is a senior obligation of the property. We have developed underwriting procedures that allow for the borrower to obtain C-PACE financing and still meet our security and underwriting requirements. We will continue to evaluate investment opportunities related to properties that utilize C-PACE financing for future investment as we want to encourage our borrowers to utilize clean energy design and construction practices.
We are committed to minimizing the overall environmental impact of our corporate operations. The Partnership’s operations are primarily managed by 15 employees of Greystone Manager, so we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.
Social Responsibility
Our MRB and GIL investments directly support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. The development of affordable multifamily housing has relatively broad legislative support at the federal and state levels. Each of the properties securing our MRB and GIL investments is required to maintain a minimum percentage of units set aside for a combination of very low-income (50% or less of AMI) and low-income (80% or less of AMI) tenants in accordance with IRC guidelines, and the owners of the properties often agree to exceed the minimum IRC requirements. The rent charged to income qualified tenants at MRB or GIL properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any new MRB or GIL investments associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required. In addition, certain borrowers related to our MRB investments are non-profit entities that provide affordable multifamily housing consistent with their charitable purposes. These properties provide valuable housing and support services to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.
66
The following table summarizes, by investment asset class, the number of residential rental units associated with the affordable multifamily properties financed by the Partnership that have some form of tenant income or rent restrictions as evidenced by a regulatory agreement recorded on the local government land records as of June 30, 2025:
|
|
Number of Units at <=50% AMI |
|
|
Number of Units at <=60% AMI |
|
|
Number of Units at <=80% AMI |
|
|
Total Number of Units |
|
|
Affordable Units as % of Total Units |
|
|
Number of Properties |
|
|
Number of States |
|
Reported Asset Value |
|
|
Percentage of Total Partnership Assets |
|||||||
MRBs and taxable MRBs |
|
|
1,730 |
|
|
|
6,026 |
|
|
|
8,974 |
|
|
|
10,135 |
|
|
|
89 |
% |
|
|
67 |
|
|
11 |
|
$ |
909,286,328 |
|
|
61% |
GILs, taxable GILs and related property loans |
|
|
- |
|
|
|
527 |
|
|
|
527 |
|
|
|
527 |
|
|
|
100 |
% |
|
|
4 |
|
|
2 |
|
|
159,456,807 |
|
|
11% |
Total |
|
|
1,730 |
|
|
|
6,553 |
|
|
|
9,501 |
|
|
|
10,662 |
|
|
|
89 |
% |
|
|
71 |
|
|
|
|
$ |
1,068,743,135 |
|
|
72% |
Certain investments may be eligible for regulatory credit under the CRA to help meet the credit needs of the communities in which they exist, including low- and moderate-income neighborhoods. See “Community Investments” in this Item 2 below for further information regarding assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA.
We and Greystone are committed to supporting our workforce. Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees that provide services to the Partnership to achieve superior results. Greystone also provides formal and informal training programs to enhance the skills of employees providing services to the Partnership and to instill Greystone’s corporate policies and practices. We are also committed to ensuring the safety of personnel that work for third-party contractors that perform services at properties that underlie our investment assets. Specifically for properties under construction, we consider the safety record of contractors and monitor safety incidents through reviews of independent construction monitoring reports.
Greystone and the Partnership are committed to building a workplace that allows all employees to feel supported and valued, regardless of any identity, by focusing on our culture of ‘where people matter’ to build belonging. Specific initiatives include training and employee resources groups to support our workforce as well as a formal Culture and Community Committee and Culture and Community Executive Advisory Council to lead and advise all belonging related work, events, and learning. Of the 15 employees of Greystone Manager responsible for the Partnership’s operations, three are women and two employees identify as ethnically diverse.
Corporate Governance
Greystone Manager, as the general partner of the Partnership’s general partner, is committed to corporate governance that aligns with the interests of our Unitholders and stakeholders. We set high ethical standards for our related employees and partners. We regularly review and update, as appropriate, our policies governing ethical conduct and responsible behavior in order to support our sustainable and continued success. Our Code of Business Conduct and Ethics is applicable to all Greystone personnel that provide services to the Partnership and is available on the Partnership’s website. All employees are required to annually affirm that they have read and understood the Code of Business Conduct and Ethics. Employees are encouraged to share any ethics or compliance concerns with their supervisors or confidentially through our third-party managed hotline. We maintain a formal compliance policy to investigate ethics or compliance concerns and to protect whistleblowers. Our policy is designed to meet the requirements and standards of the Sarbanes Oxley Act of 2002 and the Securities and Exchange Act of 1934.
The Board of Managers of Greystone Manager brings a diverse set of skills and experiences across industries in the public, private and not-for-profit sectors. The composition of the Board of Managers is in compliance with the NYSE listing rules and SEC rules applicable to the Partnership. The majority of the members of the Board of Managers meet the independence standards established by the New York Stock Exchange listing rules and the rules of the SEC. All the members of the Audit Committee are independent under the applicable SEC and NYSE independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female.
The Board of Managers is highly engaged in the governance and operations of the Partnership. Our non-independent Managers are employees of Greystone that regularly monitor developments in our operating environment and capital markets and discuss such developments with management on a regular basis. One of our Managers is a member of our investment committee that pre-approves all new investments. We regularly monitor and assess risks to achieving our business objectives and such risk assessments are discussed with both the Audit Committee and the full Board of Managers at regularly held meetings and in regular informal discussions. The Audit Committee had 100% attendance at meetings during 2024 and to date in 2025. The Board of Managers had 100% and 93% attendance during 2024 and to date in 2025, respectively.
67
Results of Operations
The tables and following discussions of our changes in results of operations for the three and six months ended June 30, 2025 and 2024 should be read in conjunction with the Partnership’s condensed consolidated financial statements and notes thereto included in Item 1 of this report, as well as the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.
The following table compares our revenue and other income for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Revenues and Other Income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investment income |
|
$ |
20,825 |
|
|
$ |
19,827 |
|
|
$ |
998 |
|
|
|
5.0 |
% |
|
$ |
42,703 |
|
|
$ |
39,100 |
|
|
$ |
3,603 |
|
|
|
9.2 |
% |
Other interest income |
|
|
2,558 |
|
|
|
2,070 |
|
|
|
488 |
|
|
|
23.6 |
% |
|
|
4,846 |
|
|
|
5,074 |
|
|
|
(228 |
) |
|
|
-4.5 |
% |
Contingent interest income |
|
|
208 |
|
|
|
- |
|
|
|
208 |
|
|
N/A |
|
|
|
208 |
|
|
|
- |
|
|
|
208 |
|
|
N/A |
|
||
Other income |
|
|
- |
|
|
|
71 |
|
|
|
(71 |
) |
|
N/A |
|
|
|
959 |
|
|
|
166 |
|
|
|
793 |
|
|
|
477.7 |
% |
|
Gain on sale of real estate assets |
|
|
- |
|
|
|
64 |
|
|
|
(64 |
) |
|
N/A |
|
|
|
- |
|
|
|
64 |
|
|
|
(64 |
) |
|
N/A |
|
||
Gain on sale of mortgage revenue bonds |
|
|
- |
|
|
|
1,013 |
|
|
|
(1,013 |
) |
|
N/A |
|
|
|
- |
|
|
|
1,013 |
|
|
|
(1,013 |
) |
|
N/A |
|
||
Gain on sale of investments in unconsolidated entities |
|
|
196 |
|
|
|
7 |
|
|
|
189 |
|
|
|
2700.0 |
% |
|
|
201 |
|
|
|
57 |
|
|
|
144 |
|
|
|
252.6 |
% |
Earnings (losses) from investments in unconsolidated entities |
|
|
(1,526 |
) |
|
|
(15 |
) |
|
|
(1,511 |
) |
|
|
10073.3 |
% |
|
|
(1,759 |
) |
|
|
(122 |
) |
|
|
(1,637 |
) |
|
|
1341.8 |
% |
Total Revenues and Other Income |
|
$ |
22,261 |
|
|
$ |
23,037 |
|
|
$ |
(776 |
) |
|
|
-3.4 |
% |
|
$ |
47,158 |
|
|
$ |
45,352 |
|
|
$ |
1,806 |
|
|
|
4.0 |
% |
Total Revenues and Other Income comparison for the three months ended June 30, 2025 and 2024
Investment income. The increase in investment income for the three months ended June 30, 2025 as compared to the same period in 2024 was due to the following factors:
Other interest income. Other interest income is comprised primarily of interest income on our property loan, taxable MRB, and taxable GIL investments. The increase in other interest income for the three months ended June 30, 2025 as compared to the same period in 2024 was primarily due to:
Contingent interest income. Contingent interest income for the three months ended June 30, 2025 related to a premium received upon redemption of the Companion at Thornhill Apartments MRB in June 2025. There was no contingent interest income for the three months ended June 30, 2024.
Other income. There was no other income for the three months ended June 30, 2025. Other income for the three months ended June 30, 2024 related to the receipt of non-refundable fees for the extension of the Magnolia Heights GIL and property loan maturity dates.
68
Gain on sale of real estate assets. There was no gain on sale of real estate assets for the three months ended June 30, 2025. The gain on sale of real estate assets for the three months ended June 30, 2024 related to final purchase price adjustments for the Suites on Paseo MF Property that was sold in December 2023.
Gain on sale of mortgage revenue bonds. There was no gain on sale for the three months ended June 30, 2025. The gain on sale of mortgage revenue bond for the three months ended June 30, 2024 related to the sale of the Brookstone MRB in May 2024.
Gain on sale of investments in unconsolidated entities. The gain on sale for the three months ended June 30, 2025 related to the sale of Vantage at Helotes in May 2025 for a gain of approximately $163,000 and final settlement of the Vantage at O'Connor sale that occurred in July 2022. The gain on sale of investments in unconsolidated entities for the three months ended June 30, 2024 related to final settlement of the Vantage at Westover Hills sale that occurred in May 2022.
Earnings (losses) on investments in unconsolidated entities. The Partnership reports its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Our JV Equity Investments typically incur operating losses during development and lease-up, particularly from depreciation, consistent with development plans. The increase in losses for the three months ended June 30, 2025 as compared to the same period in 2024 is primarily due to general and administrative expenses at Valage Senior Living Carson Valley and the Jessam at Hays Farm and non-capitalized interest expense at Freestone Greenville and Freestone Cresta Bella as the properties have begun operations.
Total Revenues and Other Income comparison for the six months ended June 30, 2025 and 2024
Investment income. The increase in investment income for the six months ended June 30, 2025 as compared to the same period in 2024 was due to the following factors:
Other interest income. Other interest income is comprised primarily of interest income on our property loan, taxable MRB, and taxable GIL investments. The decrease in other interest income for the six months ended June 30, 2025 as compared to the same period in 2024 was primarily due to:
Contingent interest income. Contingent interest income for the six months ended June 30, 2025 related to a premium received upon redemption of the Companion at Thornhill Apartments MRB in June 2025. There was no contingent interest income for the six months ended June 30, 2024.
Other income. Other income for the six months ended June 30, 2025 and 2024 related to the receipt of non-refundable fees for the extension of various MRB and GIL maturity dates.
69
Gain on sale of real estate assets. There was no gain on sale of real estate assets for the six months ended June 30, 2025. The gain on sale of real estate assets for the six months ended June 30, 2024 related to final purchase price adjustments for the Suites on Paseo MF Property that was sold in December 2023.
Gain on sale of mortgage revenue bonds. There was no gain on sale for the six months ended June 30, 2025. The gain on sale of mortgage revenue bond for the six months ended June 30, 2024 related to the sale of the Brookstone MRB in May 2024.
Gain on sale of investments in unconsolidated entities. The gain on sale for the six months ended June 30, 2025 related to the sale of Vantage at Helotes in May 2025 for a gain of approximately $163,000 and final settlement of the Vantage at O'Connor and Vantage at Coventry sales that occurred in July 2022 and January 2023, respectively. The gain on sale of investments in unconsolidated entities for the six months ended June 30, 2024 related to final settlement of the Vantage at Coventry and Vantage at Westover Hills sales that occurred in January 2023 and May 2022, respectively.
Earnings (losses) on investments in unconsolidated entities. The Partnership reports its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Our JV Equity Investments typically incur operating losses during development and lease-up, particularly from depreciation, consistent with development plans. The increase in losses for the six months ended June 30, 2025 as compared to the same period in 2024 is primarily due to general and administrative expenses at Valage Senior Living Carson Valley and the Jessam at Hays Farm and non-capitalized interest expense at Freestone Greenville and Freestone Cresta Bella as the properties have begun operations.
The following table compares our expenses for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for credit losses |
|
|
9,053 |
|
|
|
20 |
|
|
|
9,033 |
|
|
|
45165.0 |
% |
|
|
8,881 |
|
|
|
(786 |
) |
|
|
9,667 |
|
|
N/A |
|
|
Depreciation |
|
|
3 |
|
|
|
6 |
|
|
|
(3 |
) |
|
|
-50.0 |
% |
|
|
6 |
|
|
|
12 |
|
|
|
(6 |
) |
|
|
-50.0 |
% |
Interest expense |
|
|
14,226 |
|
|
|
14,898 |
|
|
|
(672 |
) |
|
|
-4.5 |
% |
|
|
28,361 |
|
|
|
28,702 |
|
|
|
(341 |
) |
|
|
-1.2 |
% |
Net result from derivative transactions |
|
|
1,379 |
|
|
|
(1,885 |
) |
|
|
3,264 |
|
|
N/A |
|
|
|
4,415 |
|
|
|
(8,153 |
) |
|
|
12,568 |
|
|
N/A |
|
||
General and administrative |
|
|
4,675 |
|
|
|
4,821 |
|
|
|
(146 |
) |
|
|
-3.0 |
% |
|
|
9,245 |
|
|
|
9,752 |
|
|
|
(507 |
) |
|
|
-5.2 |
% |
Total Expenses |
|
$ |
29,336 |
|
|
$ |
17,860 |
|
|
$ |
11,476 |
|
|
|
64.3 |
% |
|
$ |
50,908 |
|
|
$ |
29,527 |
|
|
$ |
21,381 |
|
|
|
72.4 |
% |
Total Expenses comparison for the three months ended June 30, 2025 and 2024
Provision for credit losses. The provision for credit losses for the three months ended June 30, 2025 includes an asset-specific allowances of approximately $624,000 related to the Opportunity South Carolina property loan and approximately $8.7 million related to The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and the Windsor Shores Apartments MRB and taxable MRB. These asset-specific provisions were partially offset by GIL and property loan redemptions and 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.
The provision for credit losses for the three months ended June 30, 2024 primarily related to new property loan investments during 2024, partially offset by declining expected credit losses for our remaining portfolio of GILs, taxable GILs, property loans, unfunded commitments and the recovery of approximately $169,000 of prior credit losses in connection with final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB.
Depreciation expense. Depreciation expense for the three months ended June 30, 2025 and 2024 related to furniture and equipment owned by the Partnership.
Interest expense. The decrease in interest expense for the three months ended June 30, 2025 as compared to the same period in 2024 was due primarily to the following factors:
Net result from derivative transactions. The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps
70
during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the three months ended June 30, 2025 and 2024 (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(764 |
) |
|
$ |
(1,674 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
2,143 |
|
|
|
(211 |
) |
Net result from derivative transactions |
|
$ |
1,379 |
|
|
$ |
(1,885 |
) |
Realized gains decreased during the three months ended June 30, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024 and 2025. Unrealized losses on derivatives, net, were approximately $2.1 million for the three months ended June 30, 2025, compared to unrealized gains of approximately $211,000 for the three months ended June 30, 2024, resulting in increased losses of approximately $2.4 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of June 30, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.
General and administrative expenses. The decrease in general and administrative expenses for the three months ended June 30, 2025 as compared to the same period in 2024 was primarily due to a decrease of approximately $189,000 in employee compensation and benefits.
Total Expenses comparison for the Six Months Ended June 30, 2025 and 2024
Provision for credit losses. The provision for credit losses for the six months ended June 30, 2025 includes an asset-specific allowance of approximately $624,000 related to the Opportunity South Carolina property loan and approximately $8.7 million related to The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and the Windsor Shores Apartments MRB and taxable MRB. These asset-specific provisions were partially offset by a decline in expected credit losses primarily due to GIL and property loan redemptions and 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.
The provision for credit losses for the six months ended June 30, 2024 primarily related to declining expected credit losses for our remaining portfolio of GILs, taxable GILs, property loans, and unfunded commitments, and the recovery of approximately $169,000 of prior credit losses in connection with final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB, partially offset by increases due to new property loan investments during 2024
Depreciation expense. Depreciation expense for the six months ended June 30, 2025 and 2024 related to furniture and equipment owned by the Partnership.
Interest expense. The decrease in interest expense for the six months ended June 30, 2025 as compared to the same period in 2024 was due to the following factors:
Net result from derivative transactions. The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(1,611 |
) |
|
$ |
(3,338 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
6,026 |
|
|
|
(4,815 |
) |
Net result from derivative transactions |
|
$ |
4,415 |
|
|
$ |
(8,153 |
) |
71
Realized gains decreased during the six months ended June 30, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024 and 2025. Unrealized losses on derivatives, net, were approximately $6.0 million for the six months ended June 30, 2025, compared to unrealized gains of approximately $4.8 million for the six months ended June 30, 2024, resulting in increased losses of approximately $10.8 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of June 30, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.
General and administrative expenses. The decrease in general and administrative expenses for the six months ended June 30, 2025 as compared to the same period in 2024 was primarily due to decreases of approximately $419,000 in employee compensation and benefits, and approximately $267,000 in professional and consulting fees. These decreases were partially offset by an increase of approximately $177,000 in administration fees paid to the General Partner due to higher assets under management.
Income Tax Expense for the three and six months ended June 30, 2025 and 2024
A wholly owned subsidiary of the Partnership, the Greens Hold Co, is a corporation subject to federal and state income tax. The Greens Hold Co owns certain property loans and real estate assets. The Greens Hold Co sold its ownership interest in The 50/50 MF Property to an unrelated non-profit organization in December 2022 and deferred a gain on sale of approximately $6.6 million. There was minimal taxable income for the Greens Hold Co for the three and six months ended June 30, 2025 and 2024.
72
Cash Available for Distribution - Non-GAAP Financial Measures
The Partnership believes that CAD provides relevant information about the Partnership’s operations and is necessary, along with net income, for understanding its operating results. To calculate CAD, the Partnership begins with net income as computed in accordance with GAAP and adjusts for non-cash expenses or income consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, fair value adjustments to derivative instruments, provisions for credit and loan losses, impairments on MRBs, GILs, real estate assets and property loans, deferred income tax expense (benefit) and restricted unit compensation expense. The Partnership also adjusts net income for the Partnership’s share of (earnings) losses of investments in unconsolidated entities related to the Market-Rate Joint Venture Investments segment as such amounts are primarily depreciation expenses and development costs that are expected to be recovered upon an exit event. The Partnership also deducts Tier 2 income (see Note 22 to the Partnership’s condensed consolidated financial statements) distributable to the General Partner as defined in the Partnership Agreement and distributions and accretion for the Preferred Units. Net income is the GAAP measure most comparable to CAD. There is no generally accepted methodology for computing CAD, and the Partnership’s computation of CAD may not be comparable to CAD reported by other companies. Although the Partnership considers CAD to be a useful measure of the Partnership’s operating performance, CAD is a non-GAAP measure that should not be considered as an alternative to net income calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.
The following table shows the calculation of CAD (and a reconciliation of the Partnership’s net income, as determined in accordance with GAAP, to CAD) for the three and six months ended June 30, 2025 and 2024 (all per BUC amounts are presented giving effect to the BUCs Distributions on a retroactive basis for all periods presented):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income (loss) |
|
$ |
(7,071,722 |
) |
|
$ |
5,178,136 |
|
|
$ |
(3,744,702 |
) |
|
$ |
15,826,517 |
|
Unrealized (gains) losses on derivatives, net |
|
|
2,142,777 |
|
|
|
(210,583 |
) |
|
|
6,025,973 |
|
|
|
(4,814,798 |
) |
Depreciation expense |
|
|
2,646 |
|
|
|
5,966 |
|
|
|
6,188 |
|
|
|
11,933 |
|
Provision for credit losses (1) |
|
|
9,052,734 |
|
|
|
189,000 |
|
|
|
8,880,734 |
|
|
|
(617,000 |
) |
Amortization of deferred financing costs |
|
|
387,362 |
|
|
|
459,933 |
|
|
|
768,696 |
|
|
|
827,351 |
|
Restricted unit compensation expense |
|
|
505,275 |
|
|
|
558,561 |
|
|
|
739,322 |
|
|
|
890,882 |
|
Deferred income taxes |
|
|
(989 |
) |
|
|
(776 |
) |
|
|
238 |
|
|
|
2,222 |
|
Redeemable Preferred Unit distributions and accretion |
|
|
(1,029,649 |
) |
|
|
(741,477 |
) |
|
|
(1,790,328 |
) |
|
|
(1,508,718 |
) |
Tier 2 income allocable to the General Partner (2) |
|
|
(92,852 |
) |
|
|
- |
|
|
|
(92,852 |
) |
|
|
- |
|
Recovery of prior credit loss (3) |
|
|
79,191 |
|
|
|
(17,345 |
) |
|
|
62,224 |
|
|
|
(34,500 |
) |
Bond premium, discount and acquisition fee amortization, net |
|
|
237,628 |
|
|
|
878,868 |
|
|
|
262,848 |
|
|
|
838,393 |
|
(Earnings) losses from investments in unconsolidated entities |
|
|
1,496,236 |
|
|
|
14,711 |
|
|
|
1,729,570 |
|
|
|
121,556 |
|
Total CAD |
|
$ |
5,708,637 |
|
|
$ |
6,314,994 |
|
|
$ |
12,847,911 |
|
|
$ |
11,543,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average number of BUCs outstanding, basic |
|
|
23,171,226 |
|
|
|
23,083,387 |
|
|
|
23,171,226 |
|
|
|
23,042,071 |
|
Net income (loss) per BUC, basic |
|
$ |
(0.35 |
) |
|
$ |
0.19 |
|
|
$ |
(0.25 |
) |
|
$ |
0.61 |
|
Total CAD per BUC, basic |
|
$ |
0.25 |
|
|
$ |
0.27 |
|
|
$ |
0.55 |
|
|
$ |
0.50 |
|
Cash Distributions declared, per BUC |
|
$ |
0.30 |
|
|
$ |
0.37 |
|
|
$ |
0.67 |
|
|
$ |
0.738 |
|
BUCs Distributions declared, per BUC (4) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
0.07 |
|
73
Portfolio Information
The following tables summarize occupancy and other information regarding the properties underlying our various investments. The narrative discussion that follows provides a brief operating analysis of each investment as of and for the six months ended June 30, 2025 and 2024.
Non-Consolidated Properties – Stabilized
The owners of the following properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of the VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These properties have met the stabilization criteria (see footnote 3 below the table) as of June 30, 2025. Debt service on our MRBs for the non-consolidated stabilized properties was current as of June 30, 2025. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
|
|
|
|
Number |
|
|
Physical Occupancy (1) |
Economic Occupancy (2) |
|
|||||||||||||
Property Name |
|
State |
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|||||
MRB Multifamily Properties-Stabilized (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
CCBA Senior Garden Apartments |
|
CA |
|
|
45 |
|
|
|
93 |
% |
|
|
93 |
% |
|
|
91 |
% |
|
|
94 |
% |
Courtyard |
|
CA |
|
|
108 |
|
|
|
99 |
% |
|
|
100 |
% |
|
|
90 |
% |
|
|
96 |
% |
Glenview Apartments |
|
CA |
|
|
88 |
|
|
|
97 |
% |
|
|
93 |
% |
|
|
90 |
% |
|
|
88 |
% |
Harden Ranch |
|
CA |
|
|
100 |
|
|
|
97 |
% |
|
|
97 |
% |
|
|
94 |
% |
|
|
97 |
% |
Harmony Court Bakersfield |
|
CA |
|
|
96 |
|
|
|
98 |
% |
|
|
95 |
% |
|
|
93 |
% |
|
|
95 |
% |
Harmony Terrace |
|
CA |
|
|
136 |
|
|
|
99 |
% |
|
|
97 |
% |
|
|
118 |
% |
|
|
133 |
% |
Las Palmas II |
|
CA |
|
|
81 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
91 |
% |
|
|
98 |
% |
Montclair Apartments |
|
CA |
|
|
80 |
|
|
|
100 |
% |
|
|
98 |
% |
|
|
95 |
% |
|
|
103 |
% |
Montecito at Williams Ranch Apartments |
|
CA |
|
|
132 |
|
|
|
93 |
% |
|
|
97 |
% |
|
|
94 |
% |
|
|
112 |
% |
Montevista |
|
CA |
|
|
82 |
|
|
|
98 |
% |
|
|
95 |
% |
|
|
98 |
% |
|
|
101 |
% |
Ocotillo Springs |
|
CA |
|
|
75 |
|
|
|
96 |
% |
|
|
97 |
% |
|
|
99 |
% |
|
|
99 |
% |
San Vicente |
|
CA |
|
|
50 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
93 |
% |
|
|
97 |
% |
Santa Fe Apartments |
|
CA |
|
|
89 |
|
|
|
89 |
% |
|
|
98 |
% |
|
|
90 |
% |
|
|
98 |
% |
Seasons at Simi Valley |
|
CA |
|
|
69 |
|
|
|
99 |
% |
|
|
99 |
% |
|
|
114 |
% |
|
|
122 |
% |
Seasons Lakewood |
|
CA |
|
|
85 |
|
|
|
99 |
% |
|
|
100 |
% |
|
|
99 |
% |
|
|
111 |
% |
Seasons San Juan Capistrano |
|
CA |
|
|
112 |
|
|
|
99 |
% |
|
|
96 |
% |
|
|
95 |
% |
|
|
105 |
% |
Solano Vista |
|
CA |
|
|
96 |
|
|
|
97 |
% |
|
|
97 |
% |
|
|
88 |
% |
|
|
97 |
% |
Summerhill |
|
CA |
|
|
128 |
|
|
|
96 |
% |
|
|
99 |
% |
|
|
94 |
% |
|
|
98 |
% |
Sycamore Walk |
|
CA |
|
|
112 |
|
|
|
98 |
% |
|
|
97 |
% |
|
|
85 |
% |
|
|
93 |
% |
The Village at Madera |
|
CA |
|
|
75 |
|
|
|
97 |
% |
|
|
99 |
% |
|
|
100 |
% |
|
|
104 |
% |
Tyler Park Townhomes |
|
CA |
|
|
88 |
|
|
|
98 |
% |
|
|
95 |
% |
|
|
100 |
% |
|
|
98 |
% |
Vineyard Gardens |
|
CA |
|
|
62 |
|
|
|
100 |
% |
|
|
98 |
% |
|
|
106 |
% |
|
|
106 |
% |
Wellspring Apartments (4) |
|
CA |
|
|
88 |
|
|
|
93 |
% |
|
n/a |
|
|
|
105 |
% |
|
n/a |
|
||
Westside Village Market |
|
CA |
|
|
81 |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
95 |
% |
|
|
98 |
% |
Handsel Morgan Village Apartments (4) |
|
GA |
|
|
45 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Copper Gate Apartments |
|
IN |
|
|
129 |
|
|
|
98 |
% |
|
|
99 |
% |
|
|
98 |
% |
|
|
99 |
% |
Renaissance |
|
LA |
|
|
208 |
|
|
|
88 |
% |
|
|
86 |
% |
|
|
82 |
% |
|
|
83 |
% |
Live 929 Apartments |
|
MD |
|
|
575 |
|
|
|
86 |
% |
|
|
76 |
% |
|
|
94 |
% |
|
|
73 |
% |
Jackson Manor Apartments |
|
MS |
|
|
60 |
|
|
|
98 |
% |
|
|
98 |
% |
|
|
98 |
% |
|
|
91 |
% |
Silver Moon |
|
NM |
|
|
151 |
|
|
|
91 |
% |
|
|
96 |
% |
|
|
93 |
% |
|
|
95 |
% |
Village at Avalon |
|
NM |
|
|
240 |
|
|
|
95 |
% |
|
|
100 |
% |
|
|
92 |
% |
|
|
98 |
% |
Columbia Gardens |
|
SC |
|
|
188 |
|
|
|
80 |
% |
|
|
84 |
% |
|
|
81 |
% |
|
|
93 |
% |
Village at River's Edge |
|
SC |
|
|
124 |
|
|
|
81 |
% |
|
|
91 |
% |
|
|
86 |
% |
|
|
94 |
% |
Willow Run |
|
SC |
|
|
200 |
|
|
|
83 |
% |
|
|
88 |
% |
|
|
75 |
% |
|
|
96 |
% |
Avistar at Copperfield |
|
TX |
|
|
192 |
|
|
|
89 |
% |
|
|
93 |
% |
|
|
86 |
% |
|
|
89 |
% |
Avistar at the Crest |
|
TX |
|
|
200 |
|
|
|
90 |
% |
|
|
95 |
% |
|
|
80 |
% |
|
|
89 |
% |
Avistar at the Oaks |
|
TX |
|
|
156 |
|
|
|
83 |
% |
|
|
95 |
% |
|
|
70 |
% |
|
|
88 |
% |
Avistar at the Parkway |
|
TX |
|
|
236 |
|
|
|
78 |
% |
|
|
87 |
% |
|
|
68 |
% |
|
|
71 |
% |
Avistar at Wilcrest |
|
TX |
|
|
88 |
|
|
|
86 |
% |
|
|
95 |
% |
|
|
75 |
% |
|
|
87 |
% |
Avistar at Wood Hollow |
|
TX |
|
|
409 |
|
|
|
85 |
% |
|
|
89 |
% |
|
|
70 |
% |
|
|
77 |
% |
Avistar in 09 |
|
TX |
|
|
133 |
|
|
|
82 |
% |
|
|
96 |
% |
|
|
82 |
% |
|
|
93 |
% |
Avistar on the Boulevard |
|
TX |
|
|
344 |
|
|
|
76 |
% |
|
|
86 |
% |
|
|
70 |
% |
|
|
79 |
% |
Avistar on the Hills |
|
TX |
|
|
129 |
|
|
|
78 |
% |
|
|
90 |
% |
|
|
68 |
% |
|
|
87 |
% |
Bruton Apartments |
|
TX |
|
|
264 |
|
|
|
74 |
% |
|
|
88 |
% |
|
|
48 |
% |
|
|
62 |
% |
Concord at Gulfgate |
|
TX |
|
|
288 |
|
|
|
89 |
% |
|
|
93 |
% |
|
|
81 |
% |
|
|
87 |
% |
Concord at Little York |
|
TX |
|
|
276 |
|
|
|
80 |
% |
|
|
88 |
% |
|
|
70 |
% |
|
|
79 |
% |
Concord at Williamcrest |
|
TX |
|
|
288 |
|
|
|
84 |
% |
|
|
91 |
% |
|
|
78 |
% |
|
|
86 |
% |
Crossing at 1415 |
|
TX |
|
|
112 |
|
|
|
88 |
% |
|
|
92 |
% |
|
|
72 |
% |
|
|
87 |
% |
Decatur Angle |
|
TX |
|
|
302 |
|
|
|
91 |
% |
|
|
78 |
% |
|
|
70 |
% |
|
|
62 |
% |
Esperanza at Palo Alto |
|
TX |
|
|
322 |
|
|
|
89 |
% |
|
|
89 |
% |
|
|
68 |
% |
|
|
73 |
% |
Heights at 515 |
|
TX |
|
|
96 |
|
|
|
78 |
% |
|
|
95 |
% |
|
|
78 |
% |
|
|
86 |
% |
Heritage Square |
|
TX |
|
|
204 |
|
|
|
74 |
% |
|
|
96 |
% |
|
|
74 |
% |
|
|
86 |
% |
Oaks at Georgetown |
|
TX |
|
|
192 |
|
|
|
98 |
% |
|
|
89 |
% |
|
|
60 |
% |
|
|
84 |
% |
15 West Apartments |
|
WA |
|
|
120 |
|
|
|
97 |
% |
|
|
99 |
% |
|
|
94 |
% |
|
|
97 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MRB Seniors Housing and Skilled Nursing Properties-Stabilized (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Village Point (5) |
|
NJ |
|
|
120 |
|
(5) |
|
85 |
% |
|
|
87 |
% |
|
n/a |
|
|
n/a |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
8,549 |
|
|
|
88.4 |
% |
|
|
91.2 |
% |
|
|
82.0 |
% |
|
|
86.8 |
% |
74
Comparison of the six months ended June 30, 2025 and 2024
Physical occupancy as of June 30, 2025 decreased from the same period in 2024 due primarily to occupancy declines at various properties located in Texas - primarily in San Antonio and Houston where there have been large increases in the supply of available multifamily units in recent years. Overall higher vacancy levels in these markets is putting pressure on leasing at these properties. We observed new construction starts in these markets declined sharply starting in late 2023 and we expect that occupancy will recover once new unit supply declines in the near term. The overall physical occupancy for Texas properties as of June 30, 2025 approximates physical occupancy as of March 31, 2025. The properties are still current on debt service. However, if there are continuing declines in operating results of the properties such that the borrowers are unable to make contractual principal and interest payments on our MRBs, we may receive forbearance requests or experience MRB defaults. We may choose to provide support to the borrowers through supplemental property loans to prevent such MRB defaults, which will be considered on a case-by-case basis. We will continue to monitor results and discuss property operations with the individual borrowers.
Economic occupancy for the six months ended June 30, 2025 decreased from the same period in 2024 due primarily to decreases in rental revenue at various properties in Texas as a result of the declines in physical occupancy noted above. The overall economic occupancy for Texas properties as of June 30, 2025 is slightly lower than March 31, 2025 due to pressure on rental rates from high local competition. Willow Run reported a large decline in economic occupancy due to significant bad debts recognized in the first quarter of 2025. Such declines were partially offset by improving economic occupancy at Live 929 Apartments as a result of higher physical occupancy.
Decatur Angle and Bruton Apartments continue to report low physical and economic occupancy, though Decatur Angle occupancy has improved during 2025. The properties are continuing to remove non-paying tenants now that local regulations permit tenant evictions. The removals have resulted in higher than historical bad debt write-offs, declines in physical occupancy, and high repairs and maintenance costs to ready units to be leased to new tenants. Bruton Apartments has also experienced an increase in local crime, which the borrower is actively working to deter. We continue to monitor and discuss property operations with the individual borrowers to assess progress towards resolving performance issues.
Restricted rents at affordable multifamily properties are tied to changes in AMI, which has generally been increasing in the United States as overall wages increased significantly in 2021 through 2024. AMI is updated on a one-year lag, so restricted rental rates will increase on a similar lag and is realized upon annual lease renewals. On an overall basis, we noted same-property maximum rental income amounts increased 5.9% during the six months ended June 30, 2025 as compared to the same period in 2024, which is higher than average historical annual rent increases. However, we observed a decrease in same-property net rental revenue of 0.5% during the six months ended June 30, 2025 as compared to the same period in 2024 due to lower physical occupancy.
75
Non-Consolidated Properties - Not Stabilized
The owners of the following residential properties do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of each VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. As of June 30, 2025, these residential properties have not met the stabilization criteria (see footnote 3 below the table). As of June 30, 2025, debt service on the Partnership’s MRBs and GILs for the non-consolidated, non-stabilized properties was current. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.
|
|
|
|
Number |
|
|
Physical Occupancy (1) |
Economic Occupancy (2) |
|
|||||||||||||
Property Name |
|
State |
|
2025 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|||||
MRB Multifamily Properties-Non Stabilized (3) |
|
|||||||||||||||||||||
Residency at the Mayer (4) |
|
CA |
|
|
79 |
|
|
|
67 |
% |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|||
MaryAlice Circle Apartments (4) |
|
GA |
|
|
98 |
|
|
|
80 |
% |
|
|
61 |
% |
|
|
89 |
% |
|
n/a |
|
|
Woodington Gardens Apartments (4) |
|
MD |
|
|
197 |
|
|
|
96 |
% |
|
|
91 |
% |
|
|
89 |
% |
|
n/a |
|
|
The Ivy Apartments |
|
SC |
|
|
212 |
|
|
|
79 |
% |
|
|
80 |
% |
|
|
60 |
% |
|
|
73 |
% |
The Park at Sondrio Apartments |
|
SC |
|
|
271 |
|
|
|
81 |
% |
|
|
68 |
% |
|
|
65 |
% |
|
|
61 |
% |
The Park at Vietti Apartments |
|
SC |
|
|
204 |
|
|
|
92 |
% |
|
|
83 |
% |
|
|
79 |
% |
|
|
66 |
% |
Windsor Shores Apartments |
|
SC |
|
|
176 |
|
|
|
89 |
% |
|
|
84 |
% |
|
|
80 |
% |
|
|
82 |
% |
Agape Helotes (4) |
|
TX |
|
|
288 |
|
|
|
82 |
% |
|
n/a |
|
|
|
84 |
% |
|
n/a |
|
||
Aventine Apartments (4), (5) |
|
WA |
|
|
68 |
|
|
|
87 |
% |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|||
The Safford (4) |
|
AZ |
|
|
200 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
40rty on Colony - Series P (4) |
|
CA |
|
|
40 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Residency at Empire (4) |
|
CA |
|
|
148 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Residency at the Entrepreneur (4) |
|
CA |
|
|
200 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Village at Hanford Square (4) |
|
CA |
|
|
100 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
|
|
|
|
|
2,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
MRB Seniors Housing and Skilled Nursing Properties-Non Stabilized (3) |
|
|||||||||||||||||||||
Meadow Valley (4) |
|
MI |
|
|
174 |
|
(6) |
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
GIL Multifamily Properties-Non Stabilized (3) |
|
|||||||||||||||||||||
Poppy Grove I (4) |
|
CA |
|
|
147 |
|
|
|
91 |
% |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|||
Poppy Grove II (4) |
|
CA |
|
|
82 |
|
|
|
28 |
% |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|||
Poppy Grove III (4) |
|
CA |
|
|
158 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
||||
Sandy Creek Apartments |
|
TX |
|
|
140 |
|
|
|
97 |
% |
|
|
99 |
% |
|
|
94 |
% |
|
|
83 |
% |
|
|
|
|
|
527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Grand total |
|
|
|
|
2,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
As June 30, 2025, six MRB multifamily properties and one MRB seniors housing property were under construction or recently acquired and have no operating metrics to report. Aventine Apartments, The Ivy Apartments, The Park at Sondrio Apartments, The Park at Vietti Apartments, Windsor Shores Apartments, and Woodington Gardens are currently undergoing tenant-in-place rehabilitations. The MaryAlice Circle Apartments MRB property is undergoing both rehabilitation and new construction phases. Agape Helotes is in the process of converting from market-rate units to rent-restricted units after purchase of the property by a non-profit entity in May 2025.
76
As of June 30, 2025, Poppy Grove III was under construction and had no operating metrics to report. Poppy Grove I and Poppy Grove II have substantially completed construction and are in the lease-up phase. Sandy Creek Apartments is currently undergoing a tenant-in-place rehabilitation that is substantially complete and nearly stabilized.
JV Equity Investments
We are a noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the JV Equity Investments are VIEs but that the Partnership is not the primary beneficiary. As a result, the Partnership does not report the assets, liabilities and results of operations of these properties on a consolidated basis. The one exception is Vantage at San Marcos, for which the Partnership is deemed the primary beneficiary and reports the entity's assets and liabilities on a consolidated basis. Our JV Equity Investments entitle us to shares of certain cash flows generated by the entities from operations and upon the occurrence of certain capital transactions, such as a refinance or sale. The amounts presented below were obtained from records provided by the property management service providers.
|
|
|
|
|
|
|
|
|
Physical Occupancy (1) |
|
|
|
|
|
|
|
||||||||||
Property Name |
|
State |
|
Construction Completion Date |
|
Planned Number of Units |
|
|
2025 |
|
|
2024 |
|
|
Revenue For the Three Months Ended June 30, 2025 (2) |
|
|
Sale Date |
|
Per-unit |
|
|||||
Most Recent Property Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Stone Creek |
|
NE |
|
April 2020 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
January 2023 |
|
|
196,000 |
|
||||
Vantage at Coventry |
|
NE |
|
February 2021 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
January 2023 |
|
|
180,000 |
|
||||
Vantage at Conroe |
|
TX |
|
January 2021 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
June 2023 |
|
|
174,000 |
|
||||
Vantage at Tomball |
|
TX |
|
April 2022 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
January 2025 |
|
|
148,000 |
|
||||
Vantage at Helotes |
|
TX |
|
November 2022 |
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
May 2025 |
|
|
170,000 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at Fair Oaks |
|
TX |
|
May 2023 |
|
|
288 |
|
|
|
93 |
% |
|
|
89 |
% |
|
$ |
1,079,221 |
|
|
n/a |
|
n/a |
|
|
Vantage at Hutto |
|
TX |
|
December 2023 |
|
|
288 |
|
|
|
83 |
% |
|
|
80 |
% |
|
|
1,094,448 |
|
|
n/a |
|
n/a |
|
|
Vantage at McKinney Falls |
|
TX |
|
July 2024 |
|
|
288 |
|
|
|
74 |
% |
|
|
19 |
% |
|
|
840,319 |
|
|
n/a |
|
n/a |
|
|
Vantage at Loveland |
|
CO |
|
October 2024 |
|
|
288 |
|
|
|
73 |
% |
|
|
5 |
% |
|
|
856,484 |
|
|
n/a |
|
n/a |
|
|
Freestone Cresta Bella |
|
TX |
|
November 2024 |
|
|
296 |
|
|
|
53 |
% |
|
n/a |
|
|
|
461,830 |
|
|
n/a |
|
n/a |
|
||
Valage Senior Living Carson Valley |
|
NV |
|
April 2025 |
|
|
102 |
|
(3) |
|
25 |
% |
|
n/a |
|
|
|
221,882 |
|
|
n/a |
|
n/a |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Properties Under Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
The Jessam at Hays Farm |
|
AL |
|
n/a |
|
|
318 |
|
|
|
3 |
% |
|
n/a |
|
|
|
7,200 |
|
|
n/a |
|
n/a |
|
||
Freestone Greenville |
|
TX |
|
n/a |
|
|
300 |
|
|
|
4 |
% |
|
n/a |
|
|
|
11,412 |
|
|
n/a |
|
n/a |
|
||
Freestone Ladera |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Properties in Planning |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vantage at San Marcos (4) |
|
TX |
|
n/a |
|
|
288 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
Freestone Greeley |
|
CO |
|
n/a |
|
|
296 |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
n/a |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
3,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vantage at Hutto occupancy declined from recent quarters due to the loss of a corporate tenant, which the property management team is working to lease now vacant units.
77
Vantage at McKinney Falls, Vantage at Loveland, Freestone Cresta Bella, and Valage Senior Living Carson Valley have completed construction and commenced leasing activities in March 2024, May 2024, September 2024, and April 2025, respectively.
The Jessam at Hays Farm and Freestone Greenville are nearing construction completion and both began leasing activities April 2025. Freestone Ladera began leasing activities in July 2025.
Affordable Multifamily Investments Segment
The Partnership’s primary purpose is to acquire and hold as investments a portfolio of MRBs which have been issued to provide construction and/or permanent financing for residential properties and commercial properties in their market area. We have also invested in taxable MRBs, GILs, taxable GILs and property loans which are included within this segment. All “General and administrative expenses” on our condensed consolidated statements of operations are reported within this segment.
Our MRBs, taxable MRBs, GILs, taxable GILs and certain property loans are secured by a mortgage or deed of trust. Property loans related to multifamily properties are also included in this segment and may or may not be secured by a mortgage or deed of trust.
We report the Partnership’s proportionate share of earnings from our Construction Lending JV within this segment. The first capital call and investment for the Construction Lending JV occurred in April 2025.
The following table compares operating results for the Affordable Multifamily Investments segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Affordable Multifamily Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues |
|
$ |
19,525 |
|
|
$ |
19,994 |
|
|
$ |
(469 |
) |
|
|
-2.3 |
% |
|
$ |
40,219 |
|
|
$ |
39,993 |
|
|
$ |
226 |
|
|
|
0.6 |
% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for credit losses |
|
|
9,054 |
|
|
|
(195 |
) |
|
|
9,249 |
|
|
|
-4743.1 |
% |
|
|
8,875 |
|
|
|
(1,001 |
) |
|
|
9,876 |
|
|
|
-986.6 |
% |
Depreciation expense |
|
|
3 |
|
|
|
6 |
|
|
|
(3 |
) |
|
|
-50.0 |
% |
|
|
6 |
|
|
|
12 |
|
|
|
(6 |
) |
|
|
-50.0 |
% |
Interest expense |
|
|
12,641 |
|
|
|
13,853 |
|
|
|
(1,212 |
) |
|
|
-8.7 |
% |
|
|
25,090 |
|
|
|
26,622 |
|
|
|
(1,532 |
) |
|
|
-5.8 |
% |
Net result from derivative transactions |
|
|
1,109 |
|
|
|
(1,615 |
) |
|
|
2,724 |
|
|
|
-168.7 |
% |
|
|
3,613 |
|
|
|
(7,051 |
) |
|
|
10,664 |
|
|
|
-151.2 |
% |
General and administrative expenses |
|
|
4,675 |
|
|
|
4,821 |
|
|
|
(146 |
) |
|
|
-3.0 |
% |
|
|
9,245 |
|
|
|
9,752 |
|
|
|
(507 |
) |
|
|
-5.2 |
% |
Total expenses |
|
|
27,482 |
|
|
|
16,870 |
|
|
|
10,612 |
|
|
|
62.9 |
% |
|
|
46,829 |
|
|
|
28,334 |
|
|
|
18,495 |
|
|
|
65.3 |
% |
Other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of mortgage revenue bonds |
|
|
- |
|
|
|
1,013 |
|
|
|
(1,013 |
) |
|
N/A |
|
|
|
- |
|
|
|
1,013 |
|
|
|
(1,013 |
) |
|
N/A |
|
||
Earnings (losses) from investments in unconsolidated entities |
|
|
(30 |
) |
|
|
- |
|
|
|
(30 |
) |
|
N/A |
|
|
|
(30 |
) |
|
|
- |
|
|
|
(30 |
) |
|
N/A |
|
||
Segment net income (loss) |
|
$ |
(7,987 |
) |
|
$ |
4,137 |
|
|
$ |
(12,124 |
) |
|
|
-293.1 |
% |
|
$ |
(6,640 |
) |
|
$ |
12,672 |
|
|
$ |
(19,312 |
) |
|
|
-152.4 |
% |
Comparison of the Three Months Ended June 30, 2025 and 2024
Total revenues decreased for the three months ended June 30, 2025 as compared to the same period in 2024 primarily due to:
The provision for credit losses for the three months ended June 30, 2025 includes an asset-specific allowance of approximately $624,000 related to the Opportunity South Carolina property loan and approximately $8.7 million related to The Park at Sondrio MRB
78
and taxable MRB, The Park at Vietti MRB and taxable MRB, and Windsor Shores Apartments MRB and taxable MRB. These asset-specific provisions were partially offset by declining expected credit losses from GIL and property loan redemptions and a decrease in the weighted average life of the remaining investment portfolio.
The provision for credit losses for the three months ended June 30, 2024 primarily related to new property loan investments during 2024, partially offset by declining expected credit losses for our remaining portfolio of GILs, taxable GILs, property loans, unfunded commitments and the recovery of approximately $169,000 of prior credit losses in connection with final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB.
Depreciation expense for the three months ended June 30, 2025 and 2024 related to furniture and equipment owned by the Partnership.
Total interest expense decreased for the three months ended June 30, 2025 as compared to the same period in 2024 primarily due to:
Net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the three months ended June 30, 2025 and 2024 (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(678 |
) |
|
$ |
(1,525 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
1,787 |
|
|
|
(90 |
) |
Net result from derivative transactions |
|
$ |
1,109 |
|
|
$ |
(1,615 |
) |
Realized gains decreased during the three months ended June 30, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024. Unrealized losses on derivatives, net, were approximately $1.8 million for the three months ended June 30, 2025, compared to unrealized gains of approximately $90,000 for the three months ended June 30, 2024, resulting in increased losses of approximately $1.9 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of June 30, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.
The decrease in general and administrative expenses for the three months ended June 30, 2025 as compared to the same period in 2024 was primarily due to a decrease of approximately $189,000 in employee compensation and benefits.
There was no gain on sale of mortgage revenue bond for the three months ended June 30, 2025. The gain on sale of mortgage revenue bond for the three months ended June 30, 2024 related to the sale of the Brookstone MRB in May 2024.
Earnings (losses) from investments in unconsolidated entities represent our proportionate share of net loss of the Construction Lending JV for the period. The Construction Lending JV began activities in April 2025.
79
The following table summarizes the segment's net interest income, average principal balances, and related yields earned on interest-earning assets and incurred on interest-bearing liabilities, as well as other income included in total revenues for the three months ended June 30, 2025 and 2024. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.
|
|
For the Three Months Ended June 30, |
|
|
|||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
||||||||||||||||||
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage revenue bonds |
|
$ |
940,167 |
|
|
$ |
14,415 |
|
|
|
6.1 |
% |
|
$ |
891,241 |
|
|
$ |
13,592 |
|
|
|
6.1 |
% |
|
Governmental issuer loans |
|
|
140,400 |
|
|
|
2,535 |
|
|
|
7.2 |
% |
|
|
209,307 |
|
|
|
4,272 |
|
|
|
8.2 |
% |
|
Property loans |
|
|
43,350 |
|
|
|
688 |
|
|
|
6.3 |
% |
|
|
54,613 |
|
|
|
1,007 |
|
|
|
7.4 |
% |
|
Other investments |
|
|
64,873 |
|
|
|
1,193 |
|
|
|
7.4 |
% |
|
|
18,944 |
|
|
|
341 |
|
|
|
7.2 |
% |
|
Total interest-earning assets |
|
$ |
1,188,791 |
|
|
$ |
18,831 |
|
|
|
6.3 |
% |
|
$ |
1,174,105 |
|
|
$ |
19,212 |
|
|
|
6.5 |
% |
|
Contingent interest income |
|
|
|
|
|
208 |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Other income |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
72 |
|
|
|
|
|
||||
Non-investment income |
|
|
|
|
|
486 |
|
|
|
|
|
|
|
|
|
710 |
|
|
|
|
|
||||
Total revenues |
|
|
|
|
$ |
19,525 |
|
|
|
|
|
|
|
|
$ |
19,994 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lines of credit |
|
$ |
2,875 |
|
|
$ |
58 |
|
|
|
8.1 |
% |
|
$ |
9,813 |
|
|
$ |
231 |
|
|
|
9.4 |
% |
|
Fixed TEBS financing |
|
|
233,095 |
|
|
|
2,374 |
|
|
|
4.1 |
% |
|
|
238,577 |
|
|
|
2,388 |
|
|
|
4.0 |
% |
|
Fixed TEBS Residual financing |
|
|
50,926 |
|
|
|
930 |
|
|
|
7.3 |
% |
|
|
61,273 |
|
|
|
1,097 |
|
|
|
7.2 |
% |
|
Variable TEBS financing |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
66,118 |
|
|
|
827 |
|
|
|
5.0 |
% |
|
|
Fixed 2024 PFA Securitization Financing |
|
|
71,027 |
|
|
|
917 |
|
|
|
5.2 |
% |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
Fixed Term TOB financing |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
12,704 |
|
|
|
155 |
|
|
|
4.9 |
% |
|
|
Variable TOB financing |
|
|
641,752 |
|
|
|
8,043 |
|
|
|
5.0 |
% |
|
|
603,293 |
|
|
|
8,764 |
|
|
|
5.8 |
% |
|
Realized gains on interest rate swaps, net |
|
N/A |
|
|
|
(678 |
) |
|
N/A |
|
|
N/A |
|
|
|
(1,525 |
) |
|
N/A |
|
|
||||
Total interest-bearing liabilities |
|
$ |
999,675 |
|
|
$ |
11,644 |
|
|
|
4.7 |
% |
|
$ |
991,778 |
|
|
$ |
11,937 |
|
|
|
4.8 |
% |
|
Net interest spread (1) |
|
|
|
|
$ |
7,187 |
|
|
|
2.4 |
% |
|
|
|
|
$ |
7,275 |
|
|
|
2.5 |
% |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense on interest-bearing |
|
|
|
|
|
12,322 |
|
|
|
|
|
|
|
|
|
13,462 |
|
|
|
|
|
||||
Amortization of deferred finance costs |
|
|
|
|
|
319 |
|
|
|
|
|
|
|
|
|
391 |
|
|
|
|
|
||||
Total interest expense |
|
|
|
|
$ |
12,641 |
|
|
|
|
|
|
|
|
$ |
13,853 |
|
|
|
|
|
||||
80
The following table summarizes the changes in interest income and interest expense for the three months ended June 30, 2025 and 2024, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, and 2) changes in the interest rates of the interest-earning assets and interest-bearing liabilities. All dollar amounts are in thousands.
|
|
For the Three Months Ended June 30, 2025 vs. 2024 |
|
|
|||||||||
|
|
Total |
|
|
Volume |
|
|
Rate |
|
|
|||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bonds |
|
$ |
823 |
|
|
$ |
746 |
|
|
$ |
77 |
|
|
Governmental issuer loans |
|
|
(1,737 |
) |
|
|
(1,406 |
) |
|
|
(331 |
) |
|
Property loans |
|
|
(319 |
) |
|
|
(208 |
) |
|
|
(111 |
) |
|
Other investments |
|
|
852 |
|
|
|
827 |
|
|
|
25 |
|
|
Total interest-earning assets |
|
$ |
(381 |
) |
|
$ |
(41 |
) |
|
$ |
(340 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|||
Lines of credit |
|
$ |
(173 |
) |
|
|
(163 |
) |
|
|
(10 |
) |
|
Fixed TEBS financing |
|
|
(14 |
) |
|
|
(14 |
) |
|
|
- |
|
|
Fixed TEBS Residual financing |
|
|
(167 |
) |
|
|
(167 |
) |
|
|
- |
|
|
Variable TEBS financing |
|
|
(827 |
) |
|
|
(827 |
) |
|
|
- |
|
|
Fixed 2024 PFA Securitization Financing |
|
|
917 |
|
|
|
917 |
|
|
|
- |
|
|
Fixed Term TOB financing |
|
|
(155 |
) |
|
|
(155 |
) |
|
|
- |
|
|
Variable TOB financing |
|
|
(721 |
) |
|
|
559 |
|
|
|
(1,280 |
) |
|
Realized gains on interest rate swaps, net |
|
|
847 |
|
|
N/A |
|
|
|
847 |
|
|
|
Total interest-bearing liabilities |
|
$ |
(293 |
) |
|
$ |
150 |
|
|
$ |
(443 |
) |
|
Net interest spread change |
|
$ |
(88 |
) |
|
$ |
(191 |
) |
|
$ |
103 |
|
|
Comparison of the Six Months Ended June 30, 2025 and 2024
Total revenues increased for the six months ended June 30, 2025 as compared to the same period in 2024 primarily due to:
The provision for credit losses for the six months ended June 30, 2025 includes an asset-specific allowance of approximately $624,000 related to the Opportunity South Carolina property loan and approximately $8.7 million related to The Park at Sondrio MRB and taxable MRB, The Park at Vietti MRB and taxable MRB, and Windsor Shores Apartments MRB and taxable MRB. These asset-specific provisions were partially offset by a decline in expected credit losses from GIL and property loan redemptions and a decrease in the weighted average life of the remaining investment portfolio.
The provision for credit losses for the six months ended June 30, 2024 primarily related to declining expected credit losses for our remaining portfolio of GILs, taxable GILs, property loans, and unfunded commitments, and the recovery of approximately $169,000 of prior credit losses in connection with final settlement of the bankruptcy estate of the Provision Center 2014-1 MRB, partially offset by increases due to new property loan investments during 2024
Depreciation expense for the six months ended June 30, 2025 and 2024 related to furniture and equipment owned by the Partnership.
81
Interest expense decreased for the six months ended June 30, 2025 as compared to the same period in 2024 primarily due to:
The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(1,441 |
) |
|
$ |
(3,057 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
5,054 |
|
|
|
(3,994 |
) |
Net result from derivative transactions |
|
$ |
3,613 |
|
|
$ |
(7,051 |
) |
Realized gains decreased during the six months ended June 30, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024 and 2025. Unrealized losses on derivatives, net, were approximately $5.1 million for the six months ended June 30, 2025, compared to unrealized gains of approximately $4.0 million for the six months ended June 30, 2024, resulting in increased losses of approximately $9.0 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of June 30, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.
The decrease in general and administrative expenses for the six months ended June 30, 2025 as compared to the same period in 2024 was primarily due to decreases of approximately $419,000 in employee compensation and benefits, and approximately $267,000 in professional and consulting fees. These decreases were partially offset by an increase of approximately $177,000 in administration fees paid to the General Partner due to higher assets under management.
There was no gain on sale of mortgage revenue bond for the six months ended June 30, 2025. The gain on sale of mortgage revenue bond for the six months ended June 30, 2024 related to the sale of the Brookstone MRB in May 2024.
Earnings (losses) from investments in unconsolidated entities represent our proportionate share of net loss of the Construction Lending JV for the period. The Construction Lending JV began activities in April 2025.
The following table summarizes the segment's net interest income, average principal balances, and related yields earned on interest-earning assets and incurred on interest-bearing liabilities, as well as other income included in total revenues for the six months ended June 30, 2025 and 2024. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.
82
|
|
For the Six Months Ended June 30, |
|||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
||||||||||||||||||
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
||||||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage revenue bonds |
|
$ |
940,242 |
|
|
$ |
28,917 |
|
|
|
6.2 |
% |
|
$ |
867,692 |
|
|
$ |
26,204 |
|
|
|
6.0 |
% |
|
Governmental issuer loans |
|
|
155,745 |
|
|
|
5,670 |
|
|
|
7.3 |
% |
|
|
209,327 |
|
|
|
8,561 |
|
|
|
8.2 |
% |
|
Property loans |
|
|
44,052 |
|
|
|
1,397 |
|
|
|
6.3 |
% |
|
|
73,961 |
|
|
|
2,683 |
|
|
|
7.3 |
% |
|
Other investments |
|
|
58,480 |
|
|
|
2,186 |
|
|
|
7.5 |
% |
|
|
23,743 |
|
|
|
866 |
|
|
|
7.3 |
% |
|
Total interest-earning assets |
|
$ |
1,198,519 |
|
|
$ |
38,170 |
|
|
|
6.4 |
% |
|
$ |
1,174,723 |
|
|
$ |
38,314 |
|
|
|
6.5 |
% |
|
Contingent interest income |
|
|
|
|
|
208 |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
||||
Other income |
|
|
|
|
|
959 |
|
|
|
|
|
|
|
|
|
166 |
|
|
|
|
|
||||
Non-investment income |
|
|
|
|
|
882 |
|
|
|
|
|
|
|
|
|
1,513 |
|
|
|
|
|
||||
Total revenues |
|
|
|
|
$ |
40,219 |
|
|
|
|
|
|
|
|
$ |
39,993 |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lines of credit |
|
$ |
9,722 |
|
|
$ |
341 |
|
|
|
7.0 |
% |
|
$ |
8,021 |
|
|
$ |
293 |
|
|
|
7.3 |
% |
|
Fixed TEBS Financing |
|
|
234,459 |
|
|
|
4,739 |
|
|
|
4.0 |
% |
|
|
238,970 |
|
|
|
4,784 |
|
|
|
4.0 |
% |
|
Fixed TEBS Residual Financing |
|
|
51,541 |
|
|
|
1,866 |
|
|
|
7.2 |
% |
|
|
61,325 |
|
|
|
2,196 |
|
|
|
7.2 |
% |
|
Variable TEBS Financing |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
66,286 |
|
|
|
1,606 |
|
|
|
4.8 |
% |
|
|
Fixed 2024 PFA Securitization Transaction |
|
|
72,752 |
|
|
|
1,838 |
|
|
|
5.1 |
% |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
Fixed term TOB trust financing |
|
|
- |
|
|
|
- |
|
|
N/A |
|
|
|
12,717 |
|
|
|
218 |
|
|
|
3.4 |
% |
|
|
Variable TOB trust financing |
|
|
643,579 |
|
|
|
15,677 |
|
|
|
4.9 |
% |
|
|
595,236 |
|
|
|
16,832 |
|
|
|
5.7 |
% |
|
Realized gains on interest rate swaps, net |
|
N/A |
|
|
|
(1,441 |
) |
|
N/A |
|
|
N/A |
|
|
|
(3,057 |
) |
|
N/A |
|
|
||||
Total interest-bearing liabilities |
|
$ |
1,012,053 |
|
|
$ |
23,020 |
|
|
|
4.5 |
% |
|
$ |
982,555 |
|
|
$ |
22,872 |
|
|
|
4.7 |
% |
|
Net interest spread (1) |
|
|
|
|
$ |
15,150 |
|
|
|
2.5 |
% |
|
|
|
|
$ |
15,442 |
|
|
|
2.6 |
% |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense on interest-bearing |
|
|
|
|
|
24,461 |
|
|
|
|
|
|
|
|
|
25,929 |
|
|
|
|
|
||||
Amortization of deferred finance costs |
|
|
|
|
|
629 |
|
|
|
|
|
|
|
|
|
693 |
|
|
|
|
|
||||
Total interest expense |
|
|
|
|
$ |
25,090 |
|
|
|
|
|
|
|
|
$ |
26,622 |
|
|
|
|
|
||||
The following table summarizes the changes in interest income and interest expense for the six months ended June 30, 2025 and 2024, and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, and 2) changes in the interest rates of the interest-earning assets and interest-bearing liabilities. All dollar amounts are in thousands.
83
|
|
For the Six Months Ended June 30, 2025 vs. 2024 |
|
|
|||||||||
|
|
Total |
|
|
Average |
|
|
Average |
|
|
|||
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|||
Mortgage revenue bonds |
|
$ |
2,713 |
|
|
$ |
2,191 |
|
|
$ |
522 |
|
|
Governmental issuer loans |
|
|
(2,891 |
) |
|
|
(2,191 |
) |
|
|
(700 |
) |
|
Property loans |
|
|
(1,286 |
) |
|
|
(1,085 |
) |
|
|
(201 |
) |
|
Other investments |
|
|
1,320 |
|
|
|
1,267 |
|
|
|
53 |
|
|
Total interest-earning assets |
|
$ |
(144 |
) |
|
$ |
182 |
|
|
$ |
(326 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|||
Lines of credit |
|
$ |
48 |
|
|
$ |
62 |
|
|
$ |
(14 |
) |
|
Fixed TEBS Financing |
|
|
(45 |
) |
|
|
(45 |
) |
|
|
- |
|
|
Fixed TEBS Residual Financing |
|
|
(330 |
) |
|
|
(330 |
) |
|
|
- |
|
|
Variable TEBS Financing |
|
|
(1,606 |
) |
|
|
(1,606 |
) |
|
|
- |
|
|
Fixed 2024 PFA Securitization Transaction |
|
|
1,838 |
|
|
|
1,838 |
|
|
|
- |
|
|
Fixed term TOB trust financing |
|
|
(218 |
) |
|
|
(218 |
) |
|
|
- |
|
|
Variable TOB trust financing |
|
|
(1,155 |
) |
|
|
1,367 |
|
|
|
(2,522 |
) |
|
Realized gains on interest rate swaps, net |
|
|
1,616 |
|
|
N/A |
|
|
|
1,616 |
|
|
|
Total interest-bearing liabilities |
|
$ |
148 |
|
|
$ |
1,068 |
|
|
$ |
(920 |
) |
|
Net interest spread change |
|
$ |
(292 |
) |
|
$ |
(886 |
) |
|
$ |
594 |
|
|
Operational Matters
The multifamily properties securing our MRBs were all current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service payments as of June 30, 2025.
Our sole student housing property securing an MRB, Live 929 Apartments, was 86% occupied as of June 30, 2025, and is current on MRB debt service. The property is leasing for the 2025-2026 academic year and is approximately 93% leased as of July 31, 2025, which is ahead of preleasing in the prior year. The property leases exclusively to students, personnel and other tenants associated with the nearby Johns Hopkins University medical campus. The property paid all operating expenses and debt service from operating cash flows for the 2024-2025 school year.
Construction and rehabilitation activities continue at properties securing our GILs, taxable GILs and related property loans. Three of the four underlying affordable multifamily properties had commenced leasing operations as of June 30, 2025. To date, these properties have not experienced any material supply chain disruptions for either construction materials or labor.
We have four MRBs, one taxable MRB and one GIL that have variable interest rates as of June 30, 2025. All such investments finance the construction of affordable multifamily properties. We regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget, available construction budget contingency balances, and the funding of certain equity commitments by the owners of the underlying properties. Though original development budgets are sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original projections. In such instances, the developer has either reallocated other available reserves and contingencies, deferred its developer fees, or made direct cash payments during construction. Borrowers for all such investments are current on debt service as of June 30, 2025. In all instances, we have developer completion guaranties as well as capital contributed by LIHTC equity investors that will only receive their tax credits upon completion and stabilization of the projects, which create a strong disincentive to default.
Freddie Mac, through a servicer, has forward committed to purchase each GIL at maturity at par if the property has reached stabilization and other conditions are met. The Freddie Mac forward commitment includes a forward committed interest rate that was set at the original closing of the GIL, with many committed rates being well below current market interest rates. Such forward committed rates significantly reduce refinance risk and incentivize borrowers to convert to the Freddie Mac loan to realize interest savings. Since the beginning of 2023 through June 2025, ten of our GIL investments have been purchased by Freddie Mac, through a servicer, and repaid in full.
During the second quarter of 2025, we recorded asset-specific provisions for credit losses for affordable multifamily investments totaling approximately $9.3 million. The provisions for credit losses related to The Park at Sondrio MRB and taxable MRB totaling approximately $5.4 million, The Park at Vietti MRB and taxable MRB totaling approximately $765,000, and the Windsor Shores Apartments MRB and taxable MRB totaling approximately $2.5 million. The underlying properties were acquired by Opportunity South
84
Carolina, a non-profit entity, in December 2022 and January 2023. The properties underwent rehabilitation and converted from market rate operations under their previous ownership to rent-restricted affordable properties. The rehabilitation of each property has been completed, and each property is working to stabilize operations by the first quarter of 2026, which is the deadline for stabilization under the MRBs. Property operating results have not met the originally underwritten levels and collateral values are less than originally expected. We are in active discussions with the owners about opportunities to improve property operations and refinance the outstanding debt. In the event of a default on the MRBs, the Partnership may foreclose the properties and convert the properties back to market rate operations. During the second quarter of 2025, we recorded an asset-specific provision for credit loss of approximately $624,000 for funds loaned to Opportunity South Carolina as property support loans for The Park at Sondrio and The Park at Vietti MRB properties.
Seniors and Skilled Nursing Investments Segment
The Seniors and Skilled Nursing Investments segment provides acquisition, construction and permanent financing for seniors housing and skilled nursing properties and a property loan associated with a master lease of essential healthcare support buildings. Seniors housing consists of a combination of independent living, assisted living and memory care units.
As of June 30, 2025, we owned two MRBs with aggregate outstanding principal of $65.6 million, with an outstanding commitment to provide additional funding of $1.5 million on a draw-down basis during construction. The MRBs are secured by a new construction, combined independent living, assisted living and memory care property in Traverse City, MI, with 174 total beds and a skilled nursing facility in Monroe Township, NJ with 120 beds. As of June 30, 2025, the Partnership also had a property loan with a principal balance of $7.3 million used to facilitate the purchase of a portfolio of nine essential healthcare support buildings located in eastern Pennsylvania. The loan is subordinate to the senior debt of the borrower and secured by a first priority security interest in master lease payments guaranteed by an investment grade healthcare system.
The following table compares the operating results for the Seniors and Skilled Nursing Investments segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Seniors and Skilled Nursing Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues |
|
$ |
1,242 |
|
|
$ |
820 |
|
|
$ |
422 |
|
|
|
51.5 |
% |
|
$ |
2,474 |
|
|
$ |
1,568 |
|
|
$ |
906 |
|
|
|
57.8 |
% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Provision for credit losses |
|
|
(1 |
) |
|
|
215 |
|
|
|
(216 |
) |
|
|
-100.5 |
% |
|
|
6 |
|
|
|
215 |
|
|
|
(209 |
) |
|
|
-97.2 |
% |
Interest expense |
|
|
714 |
|
|
|
567 |
|
|
|
147 |
|
|
|
25.9 |
% |
|
|
1,366 |
|
|
|
1,064 |
|
|
|
302 |
|
|
|
28.4 |
% |
Net result from derivative transactions |
|
|
270 |
|
|
|
(270 |
) |
|
|
540 |
|
|
|
-200.0 |
% |
|
|
802 |
|
|
|
(1,102 |
) |
|
|
1,904 |
|
|
|
-172.8 |
% |
Total expenses |
|
|
983 |
|
|
|
512 |
|
|
|
471 |
|
|
|
92.0 |
% |
|
|
2,174 |
|
|
|
177 |
|
|
|
1,997 |
|
|
|
1128.2 |
% |
Segment net income |
|
$ |
259 |
|
|
$ |
308 |
|
|
$ |
(49 |
) |
|
|
-15.9 |
% |
|
$ |
300 |
|
|
$ |
1,391 |
|
|
$ |
(1,091 |
) |
|
|
-78.4 |
% |
Comparison of the Three Months Ended June 30, 2025 and 2024
Total revenues increased for the three months ended June 30, 2025 as compared to the same period in 2024 due to higher average principal balances of approximately $18.9 million.
The recovery of provision for credit losses for the three months ended June 30, 2025 related to a decrease in the weighted average life of the remaining investment portfolio. The provision for credit losses for the three months ended June 30, 2024 relates to the initial allowance for credit loss for a new property loan investment during 2024.
Interest expense increased for the three months ended June 30, 2025 as compared to the same period in 2024 primarily due to:
The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the three months ended June 30, 2025 and 2024 (dollar amounts in thousands):
85
|
|
For the Three Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(86 |
) |
|
$ |
(149 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
356 |
|
|
|
(121 |
) |
Net result from derivative transactions |
|
$ |
270 |
|
|
$ |
(270 |
) |
Realized gains decreased during the three months ended June 30, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024. Unrealized losses on derivatives, net, were approximately $356,00 for the three months ended June 30, 2025, compared to unrealized gains of approximately $121,000 for the three months ended June 30, 2024, resulting in increased losses of approximately $477,000 between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of June 30, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.
Comparison of the Six Months Ended June 30, 2025 and 2024
Total revenues increased for the six months ended June 30, 2025 as compared to the same period in 2024 due to higher average principal balances of approximately $21.1 million.
The provision for credit losses for the six months ended June 30, 2025 was minimal. The provision for credit losses for the six months ended June 30, 2024 relates to the initial allowance for credit loss for a new property loan investment during 2024.
Interest expense increased for the three months ended June 30, 2025 as compared to the same period in 2024 primarily due to:
The net result from derivative transactions consists of realized and unrealized (gains) losses from our derivative financial instruments. Realized (gains) losses represent receipts or payments related to our interest rate swaps during the period. Unrealized (gains) losses are generally a result of changes in current and forward interest rates during the period. Increasing interest rates generally result in unrealized gains while decreasing interest rates generally result in unrealized losses. The following table summarizes the components of this line item for the six months ended June 30, 2025 and 2024 (dollar amounts in thousands):
|
|
For the Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Realized (gains) losses on derivatives, net |
|
$ |
(170 |
) |
|
$ |
(281 |
) |
Unrealized (gains) losses on derivatives, net |
|
|
972 |
|
|
|
(821 |
) |
Net result from derivative transactions |
|
$ |
802 |
|
|
$ |
(1,102 |
) |
Realized gains decreased during the six months ended June 30, 2025 as compared to the same period in 2024 due to generally decreasing spot interest rates during 2024. Unrealized losses on derivatives, net, were approximately $972,00 for the six months ended June 30, 2025, compared to unrealized gains of approximately $821,000 for the six months ended June 30, 2024, resulting in increased losses of approximately $1.8 million between the two periods. The net increase in unrealized losses was attributable to lower interest rates in 2025 and beyond as compared to forward market interest rates as of June 30, 2024. See the “Executive Summary” section of this Item 2 for additional discussion.
Market-Rate Joint Venture Investments Segment
The Market-Rate Joint Venture Investments segment consists of our noncontrolling joint venture equity investments in market-rate multifamily properties, also referred to as our JV Equity Investments. Our JV Equity Investments are passive in nature. Operational oversight of each property is controlled by our respective joint venture partners according to each respective entity’s operating agreement. The properties are predominantly managed by property management companies affiliated with our joint venture partners. Decisions on when to sell an individual property are made by our respective joint venture partners based on their views of the local market conditions and current leasing trends.
We account for all our JV Equity Investments using the equity method and recognize our preferred returns during the hold period. Specifically for our Vantage JV Equity Investments, an affiliate of our Vantage joint venture partner provides a guaranty of our preferred returns for Vantage Properties through a date approximately five years after commencement of construction. Upon the sale of a property, net proceeds will be distributed according to the entity operating agreement. Sales proceeds distributed to us that represent previously
86
unrecognized preferred return and gain on sale are recognized in net income upon receipt. Historically, the majority of our income from our JV Equity Investments is recognized at the time of sale. As a result, we may experience significant income recognition in those quarters when a property is sold and our equity investment is redeemed.
The following table compares operating results for the Market-Rate Joint Venture Investments segment for the periods indicated (dollar amounts in thousands):
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
$ Change |
|
|
% Change |
|
||||||||
Market-Rate Joint Venture Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues |
|
$ |
2,824 |
|
|
$ |
1,155 |
|
|
$ |
1,669 |
|
|
|
144.5 |
% |
|
$ |
6,023 |
|
|
$ |
2,779 |
|
|
$ |
3,244 |
|
|
|
116.7 |
% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense |
|
|
870 |
|
|
|
478 |
|
|
|
392 |
|
|
|
82.0 |
% |
|
|
1,904 |
|
|
|
1,016 |
|
|
|
888 |
|
|
|
87.4 |
% |
Other income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of investments in unconsolidated entities |
|
|
196 |
|
|
|
7 |
|
|
|
189 |
|
|
|
2700.0 |
% |
|
|
201 |
|
|
|
57 |
|
|
|
144 |
|
|
|
252.6 |
% |
Earnings (losses) from investments in unconsolidated entities |
|
|
(1,496 |
) |
|
|
(15 |
) |
|
|
(1,481 |
) |
|
|
9873.3 |
% |
|
|
(1,730 |
) |
|
|
(122 |
) |
|
|
(1,608 |
) |
|
|
1318.0 |
% |
Segment net income |
|
$ |
654 |
|
|
$ |
669 |
|
|
$ |
(15 |
) |
|
|
-2.2 |
% |
|
$ |
2,590 |
|
|
$ |
1,698 |
|
|
$ |
892 |
|
|
|
52.5 |
% |
Comparison of the Three Months Ended June 30, 2025 and 2024
The increase in total revenues for the three months ended June 30, 2025 as compared to the same period in 2024 was primarily due to the following:
Interest expense for the three months ended June 30, 2025 and 2024 is related to our General LOC that is primarily secured by the JV Equity Investments. The increase in interest expense is primarily due to higher average outstanding balances.
The gain on sale for the three months ended June 30, 2025 related to the sale of Vantage at Helotes in May 2025 for a gain of approximately $163,000 and final settlement of the Vantage at O'Connor sale that occurred in July 2022. The gain on sale of investments in unconsolidated entities for the three months ended June 30, 2024 related to final settlement of the Vantage at Westover Hills sale that occurred in May 2022.
Earnings (losses) on investments in unconsolidated entities is the Partnership’s recognition of its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Such investments typically incur operating losses during development and lease-up, particularly from depreciation, consistent with development plans. The increase in losses for the three months ended June 30, 2025 as compared to the same period in 2024 is primarily due to general and administrative expenses at Valage Senior Living Carson Valley and the Jessam at Hays Farm and non-capitalized interest expense at Freestone Greenville and Freestone Cresta Bella as the properties have begun operations.
Comparison of the Six Months Ended June 30, 2025 and 2024
The increase in total revenues for the six months ended June 30, 2025 as compared to the same period in 2024 was primarily due to the following:
87
Interest expense for the six months ended June 30, 2025 and 2024 is related to our General LOC that is primarily secured by our JV Equity Investments. The increase in interest expense is primarily due to higher average outstanding balances.
The gain on sale for the six months ended June 30, 2025 related to the sale of Vantage at Helotes in May 2025 for a gain of approximately $163,000 and final settlement of the Vantage at O'Connor and Vantage at Coventry sales that occurred in July 2022 and January 2023, respectively. The gain on sale of investments in unconsolidated entities for the six months ended June 30, 2024 related to final settlement of the Vantage at Coventry and Vantage at Westover Hills sales that occurred in January 2023 and May 2022, respectively.
Earnings (losses) on investments in unconsolidated entities is the Partnership’s recognition of its proportionate share of earnings (losses) on investments in unconsolidated entities using the equity method of accounting. Such investments typically incur operating losses during development and lease-up, particularly from depreciation, consistent with development plans. The increase in losses for the six months ended June 30, 2025 as compared to the same period in 2024 is primarily due to general and administrative expenses at Valage Senior Living Carson Valley and the Jessam at Hays Farm and non-capitalized interest expense at Freestone Greenville and Freestone Cresta Bella as the properties have begun operations.
Operational Matters
The “Portfolio Information” section in this Item 2 contains various occupancy and other operational information relating to the JV Equity Investments. Vantage at Fair Oaks and Vantage at Hutto had previously achieved 90% physical occupancy and are considered stabilized. The managing member of Vantage at Fair Oaks has listed the property for sale. Vantage at McKinney Falls, Vantage at Loveland, Freestone Cresta Bella, and Valage Senior Living Carson Valley have completed construction.
Between December 2024 and June 2025, the managing members of Vantage at McKinney Falls, Vantage at Hutto, and Vantage at Loveland refinanced the construction loans at each property, which resulted in lower variable interest rates of over 100 basis points for each loan. The Vantage at Loveland refinancing resulted in additional loan proceeds, of which approximately $7.9 million were distributed to the Partnership. The distribution resulted in recognition of approximately $2.2 million of investment income in the first quarter of 2025. In June 2025, the managing member of Freestone Greenville refinanced the construction loan at the property and distributed approximately $1.8 million to the Partnership.
In January 2025, the managing member of Vantage at Tomball sold the property to a third-party. We received gross proceeds of approximately $14.2 million upon sale, inclusive of the return of our capital contributions and accrued preferred return. We did not recognize any gain or loss on the transaction in the first quarter. The return for Vantage at Tomball was lower than past JV Equity Investments due to rising insurance costs in the Houston metropolitan area as well as the higher interest rate environment in recent years.
In May 2025, the managing member of Vantage at Helotes sold the property to a non-profit entity that financed the purchase by issuing tax-exempt and taxable bonds. We received gross proceeds of approximately $17.1 million, inclusive of the return of our capital contributions and accrued preferred return. We recognized investment income of approximately $1.8 million and a gain on sale of approximately $163,000 in the second quarter of 2025, before settlement of final proceeds and expenses. The Partnership purchased two MRBs for approximately $12.8 million issued by the non-profit purchaser to finance the purchase of the property.
We have noted no material construction cost overruns for securing materials and labor needed to construct the properties underlying our JV Equity Investments, despite general supply chain constraints noted in recent years. In 2024, we contributed additional equity of $1.0 million to Vantage at McKinney Falls to cover cost overages associated with delayed utility connections to the site by the local municipality, and the follow-on delays to vertical construction and incurred additional general conditions costs.
The construction loans associated with our JV Equity Investments typically have variable interest rates, so we regularly monitor interest costs in comparison to capitalized interest reserves in each property’s development budget and available construction budget contingency balances. Though original development budgets were sized to incorporate potential interest rate increases, the pace of recent interest rate increases has caused actual interest costs during construction to exceed original budgets. We have noted that some properties that are complete or nearing construction completion are incurring interest costs that exceed capitalized interest reserves, and such properties have utilized construction contingencies and developers have deferred a portion of their developer fee payments. Under the operating agreements, if additional capital is required, the parties to the JV Equity Investment will mutually agree on how to fund additional capital. From January 2024 through July 2025, we agreed to advance additional net equity totaling $11.2 million across six JV Equity Investments to cover primarily additional interest costs and certain property taxes and operating expenses. We may advance additional equity to certain JV Equity Investments during the remainder of 2025 though the ultimate amount is uncertain. The amount of such additional funding, if any, will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. We plan to contribute additional
88
funds from unrestricted cash on hand or other currently available liquidity sources. Such additional equity may result in lower overall returns on our JV Equity Investments.
MF Properties Segment
As of June 30, 2025, the Partnership did not own any MF Properties. The Partnership previously owned the Suites on Paseo MF Property until the property was sold in December 2023 and there is no continuing involvement with the property. The Partnership previously sold The 50/50 MF Property to an unrelated non-profit organization in December 2022 in exchange for a seller financing property loan which is included in the MF Properties Segment.
There was minimal income tax expense and no other operating results to report for the MF Properties segment for three months ended June 30, 2025 and 2024.
Liquidity and Capital Resources
We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to market interest rates and the general economic and geopolitical environment. The information below is based on our current expectations and projections about future events and financial trends, which could materially differ from actual results. See the discussion of Risk Factors in Item 1A of the Partnership’s Form 10-K for the year ended December 31, 2024 for further information.
Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments (net of leverage secured by the investment assets); debt service (principal and interest payments) related to our debt financings; repayments of our secured lines of credit balances; and distribution payments to Unitholders. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments, proceeds from asset redemptions and sales in the normal course of business, and potentially additional debt financing issued in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.
Our long-term liquidity requirements will be primarily for maturities of debt financings, funding purchases of additional investment assets (net of leverage secured by the investment assets), and repayments of our secured lines of credit balances. We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders; contractual principal and interest payments from our investments; and proceeds from asset redemptions and sales in the normal course of business. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.
Sources of Liquidity
The Partnership’s principal sources of liquidity consist of:
Unrestricted Cash on Hand
As of June 30, 2025, we reported unrestricted cash on hand of approximately $47.5 million. There are no contractual restrictions on our ability to use unrestricted cash on hand. The Partnership has a financial covenant to maintain a minimum consolidated liquidity of $6.3 million under the terms of our financing arrangements.
89
Operating Cash Flows from Investment Assets
Cash flows from operations are primarily comprised of regular principal and interest payments received on our investment assets that provide consistent cash receipts throughout the year. All MRBs, taxable MRBs, GILs, taxable GILs and property loans are current on contractual debt service payments as of June 30, 2025. Investment receipts, net of interest expense on related debt financing and lines of credit, are available for our general use. We also receive distributions from JV Equity Investments if, and when, cash is available for distribution. In March 2025, we received approximately $7.9 million of distributions from Vantage at Loveland from additional loan proceeds received by the property upon refinancing of its construction loan. In June 2025, we received approximately $1.8 million of distributions from Freestone Greenville from additional loan proceeds received by the property upon refinancing of its construction loan.
Receipt of cash from our investments in MRBs, taxable MRBs, and JV Equity Investments is dependent upon the generation of net cash flows at multifamily properties that underlie these investments. These underlying properties are subject to risks usually associated with direct investments in multifamily real estate, which include (but are not limited to) reduced occupancy, tenant defaults, falling rental rates, and increasing operating expenses.
Receipt of cash from our investments in GILs, taxable GILs, and construction financing and mezzanine property loans is dependent on the availability of funds in the original development budgets. The current rising interest rate environment is resulting in higher interest costs for properties with variable rate construction financing. We regularly monitor capitalized interest costs in comparison to capitalized interest reserves in the property’s development budget, available construction cost contingencies balances, and the funding of certain equity commitments by the owners of the underlying property. The developers may also make cash payments to pay interest due to avoid claims under their payment and completion guaranties.
Secured Lines of Credit
We maintain a General LOC with a commitment of up to $50.0 million to purchase additional investments and to meet general working capital and liquidity requirements. We may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of a borrowing base. The aggregate available commitment cannot exceed a borrowing base calculation, which is equal to 35% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of 100% of our equity capital contributions to JV Equity Investments, subject to certain limits and restrictions. The General LOC is secured by first priority security interests in our JV Equity Investments. We have the ability to increase the total maximum commitment by an additional $10.0 million to $60.0 million, subject to the identification of lenders to provide the additional commitment, the payment of certain fees, and other conditions. We will evaluate whether to increase the commitment based on the size of the borrowing base, liquidity needs and costs of such additional commitments. We are subject to various affirmative and negative covenants that, among others, require us to maintain consolidated liquidity of not less than $6.3 million (which will increase up to a maximum of $7.5 million if the maximum available commitment is fully increased to $60.0 million) and maintain a consolidated tangible net worth of not less than $200.0 million. We were in compliance with all covenants as of June 30, 2025. There was a balance of $43.0 million outstanding on the General LOC and approximately $7.0 million was available to be drawn as of June 30, 2025. The General LOC has a maturity date of June 2027, with options to extend for up to two additional years, subject to certain terms and conditions.
We maintain an Acquisition LOC with a commitment of up to $80.0 million that may be used to fund purchases of MRBs, taxable MRBs, or loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (i.e., GILs, taxable GILs, and property loans), or master lease agreements guaranteed by investment grade tenants. Advances on the Acquisition LOC are generally due on the 270th day following the advance date but may be extended for up to an additional 270 days by making certain payments. Advances made for tax-exempt or taxable loans secured by master lease agreements guaranteed by investment grade tenants are due on the 45th day following such advance. The Acquisition LOC contains a covenant, among others, that our senior debt will not exceed a specified percentage of the market value of our assets to be consistent with the Leverage Ratio (as defined by the Partnership). We were in compliance with all covenants as of June 30, 2025. There was a balance of $1.0 million outstanding on the Acquisition LOC and approximately $79.0 million was available as of June 30, 2025. The Acquisition LOC has a maturity date of June 2027, with two one-year extension options, subject to certain terms and conditions.
Proceeds from the Redemption or Sale of Assets
We may, from time to time, experience redemptions of or execute sales of our investments in MRBs, GILs, property loans, JV Equity Investments and MF Properties consistent with our strategic plans. Borrowers on certain of our MRBs, GILs, and property loans have the right to prepay amounts outstanding prior to contractual maturity which would result in the return of our capital, net of repayment of leverage on the related asset.
Many of our GIL and property loan investments have maturity dates within the next 12 months, which will be purchased by Freddie Mac, through a servicer, or repaid by the borrower on or before the maturity at prices equal to the principal outstanding plus
90
accrued interest. Such proceeds will be primarily used to repay our related debt financing. In January 2025, the Willow Place GILs and the Osprey Village GIL with outstanding principal totaling $82.2 million were redeemed at par plus accrued interest, of which approximately $67.2 million was used to repay the related outstanding debt financings, resulting in net cash to the Partnership of approximately $15.0 million. In May 2025, the Legacy Commons at Signal Hills GIL with outstanding principal of $34.6 million was redeemed at par plus accrued interest, of which approximately $31.2 million was used to repay the related outstanding debt financings, resulting in net cash to the Partnership of approximately $3.5 million. We regularly monitor the progress of the underlying properties and the likelihood of redemption upon maturity and currently have no concerns regarding repayment. Borrowers of certain GIL and property loan investments may request an extension of the maturity dates up to six months, subject to meeting various conditions, obtaining an approval of Freddie Mac to extend the maturity date of the forward purchase commitment, and payment of an extension fee to us.
Our MRB portfolio is marked at a premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for investments with similar terms. We may consider selling certain MRB investments in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRB investments included in our TEBS Financings.
Our ability to dispose of investment assets on favorable terms is dependent upon several factors including, but not limited to, the number of potential buyers and the availability of credit to such potential buyers to purchase investment assets at prices we consider acceptable. Recent volatility in market interest rates, recent inflation and the potential for an economic recession may negatively impact the potential prices we could realize upon the disposition of our various assets.
Our JV Equity Investments are passive in nature and decisions on when to sell an individual property are made by our joint venture partner based on its view of the local market conditions and current leasing trends. We are entitled to proceeds upon the sales of JV Equity Investments in accordance with the terms of the entity operating agreement. In January 2025, Vantage at Tomball was sold by the managing member with gross proceeds to the Partnership totaling approximately $14.2 million. In May 2025, Vantage at Helotes was sold by the managing member with gross proceeds to the Partnership totaling approximately $17.1 million, before consideration of the Partnership’s purchase of a portion of MRBs issued to finance the sale of the property.
Proceeds from Obtaining Additional Debt
We hold certain investments that are not associated with our debt financings or secured lines of credit. We may obtain leverage for these investments by posting the investments as security. As of June 30, 2025, our primary unleveraged assets were certain MRBs and taxable MRBs with outstanding principal totaling approximately $4.3 million.
Issuances of Debt Securities, BUCs, Series A-1 Preferred Units or Series B Preferred Units
We may, from time to time, issue additional BUCs, Preferred Units, or debt securities, in one or more offerings, at prices or quantities that are consistent with our strategic goals. In December 2022, the Partnership's Shelf Registration Statement was declared effective by the SEC under which the Partnership may, from time to time, offer and sell BUCs, Preferred Units, or debt securities, in one or more offerings, with a maximum aggregate offering price of $300.0 million. Debt securities issued under the Shelf Registration Statement may be senior or subordinate obligations of the Partnership. The Shelf Registration Statement will expire in December 2025.
In March 2024, we entered into a Sales Agreement with JonesTrading Institutional Services LLC and BTIG, LLC, as Agents, pursuant to which the Partnership may offer and sell, from time to time through or to the Agents, BUCs having an aggregate offering price of up to $50.0 million. As of June 30, 2025, we have sold 92,802 BUCs for gross proceeds of $1.5 million under the Sales Agreement to date.
91
We have one registration statement on Form S-3 covering the offering of Series B Preferred Units that has been declared effective by the SEC. The following table summarizes the Partnership's current Preferred Unit offering:
Preferred Unit Series |
|
Initial Registration Effectiveness Date |
|
Expiration Date |
|
Unit Offering Price |
|
|
Distribution Rate |
|
Optional Redemption Date |
|
Units Issued as of |
|
|
Remaining Units Available to Issue as of |
|
|
|||
Series B |
|
September 2024 |
|
September 2027 |
|
$ |
10.00 |
|
|
5.75% |
|
Sixth anniversary |
|
|
2,000,000 |
|
|
|
8,000,000 |
|
(1) |
In March 2025, we issued 2,000,000 Series B Preferred Units to an existing investor for gross proceeds of $20.0 million.
In April 2024, we commenced a registered offering of up to $25.0 million of BUCs which are being offered and sold pursuant to the effective Shelf Registration Statement and a prospectus supplement filed with the SEC relating to this offering. As of the date of this filing, we have not issued any BUCs in connection with this offering.
We may also designate and issue additional series of preferred units representing limited partnership interests in the Partnership in accordance with the terms of the Partnership Agreement.
Uses of Liquidity
Our principal uses of liquidity consist of:
General and Administrative Expenses
We use cash to pay general and administrative expenses of our operations. For additional details, see Item 1A, “Risk Factors” in the Partnership’s the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024 and the section captioned “Cash flows from operating activities” in the condensed consolidated statements of cash flows set forth in Item 1 of this Report. General and administrative expenses are typically paid from unrestricted cash on hand and operating cash flows.
92
Investment Funding Commitments
Our overall strategy is to invest in quality multifamily properties through the acquisition of MRBs, GILs, property loans and JV Equity Investments in both existing and new markets. We evaluate investment opportunities based on, but not limited to, our market outlook, including general economic conditions, development opportunities and long-term growth potential. Our ability to make future investments is dependent upon identifying suitable acquisition and development opportunities, access to long-term financing sources, and the availability of investment capital. We may commit to fund additional investments on a draw-down or forward basis. The following table summarizes our outstanding investment commitments as of June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
Projected Funding by Year (1) |
|
|
|
|||||||||||||
Property Name |
|
Commitment Date |
|
Asset |
|
Total Commitment |
|
|
Remaining Commitment |
|
|
Remainder of 2025 |
|
|
2026 |
|
|
2027 |
|
|
Interest Rate |
|
Related Debt |
|||||
Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Meadow Valley |
|
December 2021 |
|
December 2029 |
|
$ |
44,000,000 |
|
|
$ |
1,500,000 |
|
|
$ |
1,500,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
6.25% |
|
Variable TOB |
Residency at Empire Series BB-4 |
|
December 2022 |
|
December 2040 |
|
|
47,000,000 |
|
|
|
8,950,000 |
|
|
|
8,950,000 |
|
|
|
- |
|
|
|
- |
|
|
6.45% (4) |
|
Variable TOB |
Subtotal |
|
|
|
|
|
|
91,000,000 |
|
|
|
10,450,000 |
|
|
|
10,450,000 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Taxable Mortgage Revenue Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Residency at Empire Series BB-T |
|
December 2022 |
|
December 2025 (3) |
|
$ |
9,404,500 |
|
|
$ |
8,404,500 |
|
|
$ |
8,404,500 |
|
|
$ |
- |
|
|
$ |
- |
|
|
7.45% |
|
Variable TOB |
Gateway and Yarbrough Predevelopment Project |
|
June 2025 |
|
July 2026 |
|
|
2,000,000 |
|
|
|
1,200,000 |
|
|
|
- |
|
|
|
1,200,000 |
|
|
|
- |
|
|
9.00% |
|
N/A |
Subtotal |
|
|
|
|
|
|
11,404,500 |
|
|
|
9,604,500 |
|
|
|
8,404,500 |
|
|
|
1,200,000 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Taxable Governmental Issuer Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Poppy Grove III |
|
September 2022 |
|
October 2025 |
|
$ |
18,780,493 |
|
|
$ |
6,280,493 |
|
|
$ |
6,280,493 |
|
|
$ |
- |
|
|
$ |
- |
|
|
6.78% |
|
Variable TOB |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Sandoval Flats |
|
November 2024 |
|
December 2027 (3) |
|
$ |
29,846,000 |
|
|
$ |
28,846,000 |
|
|
$ |
- |
|
|
$ |
24,150,000 |
|
|
$ |
4,696,000 |
|
|
7.48% |
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vantage at San Marcos (6), (7) |
|
November 2020 |
|
N/A |
|
$ |
9,914,529 |
|
|
$ |
8,943,914 |
|
|
$ |
8,943,914 |
|
|
$ |
- |
|
|
$ |
- |
|
|
N/A |
|
N/A |
Freestone Greeley (7) |
|
October 2022 |
|
N/A |
|
|
16,035,710 |
|
|
|
10,562,345 |
|
|
|
10,562,345 |
|
|
|
- |
|
|
|
- |
|
|
N/A |
|
N/A |
Subtotal |
|
|
|
|
|
|
25,950,239 |
|
|
|
19,506,259 |
|
|
|
19,506,259 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Bond Purchase Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Kindred Apartments |
|
March 2025 |
|
December 2027 (3) |
|
$ |
21,921,000 |
|
|
$ |
21,921,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
21,921,000 |
|
|
6.875% |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Commitments |
|
|
|
|
|
$ |
198,902,232 |
|
|
$ |
96,608,252 |
|
|
$ |
44,641,252 |
|
|
$ |
25,350,000 |
|
|
$ |
26,617,000 |
|
|
|
|
|
We are committed to fund 10% of the capital for the Construction Lending JV with the remainder to be funded by a third-party investor with each party contributing its proportionate capital contributions upon funding of future investments. Our capital will be contributed on a draw-down basis over the term of the underlying investments of the Construction Lending JV. In July 2025, an investor committed to contribute an additional $59.8 million of capital to the Construction Lending JV, which increased our maximum capital commitment to approximately $15.0 million. Our maximum commitment will increase if additional third-party capital commitments are obtained by the Construction Lending JV. In April 2025, the Partnership transferred the Natchitoches Thomas Apartments GIL, taxable GIL, and related future funding commitments to the Construction Lending JV at prices that approximated outstanding principal plus accrued interest.
93
In addition, we will consider providing additional financing to borrowers on our debt investments or additional equity to our JV Equity Investments above our original commitments if requested by the borrowers and managing members, respectively, on a case-by-case basis. When considering whether to fund such requests, we will consider various factors including, but not limited to, the economic return on additional investments in the entity, the impact to the Partnership’s credit and investment risk from either funding or withholding funding, and the requesting entity’s other available sources of funding. From January 2024 through July 2025, we advanced additional net equity totaling $10.1 million across six JV Equity Investments. The additional capital was used to cover development cost overruns, primarily due to higher than anticipated interest costs, and certain operating expenses. We anticipate making additional investments in certain JV Equity Investments during 2025 though the ultimate amount is uncertain. The amount of such additional funding will depend on various future developments, including, but not limited to, the pace of development, changes in interest rates, the pace of lease-up, and overall operating results of the underlying properties. The Partnership plans to contribute such additional funds from unrestricted cash on hand or other currently available liquidity sources.
Debt Service on Debt Financings, Mortgage Payable and Secured Lines of Credit
Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRB, taxable MRB, GIL, taxable GIL and certain property loan investment assets. The financing arrangements generally involve the securitization of these investment assets into trusts whereby we retain beneficial interests in the trusts that provide us certain rights to the underlying investment assets. The senior securities are sold to unaffiliated parties in exchange for debt proceeds. The senior securities require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. We are required to fund any shortfall in principal and interest payable to the senior securities of the TEBS Financings in the case of non-payment, forbearance or default of the borrowers’ contractual debt service payments of the related MRBs, up to the value of our residual interests. In the case of forbearance or default on an underlying investment asset in a term TOB or TOB trust financing, we may be required to fund shortfalls in principal and interest payable to the senior securities, repurchase a portion of the outstanding senior securities, or repurchase the underlying investment asset and seek alternative financing. We anticipate that cash flows from the securitized investment assets will fund normal, recurring principal and interest payments to the senior securities and all trust-related fees.
When possible, we structure the debt financing maturity dates associated with our GIL, taxable GIL, and property loan investments to match the investment maturity dates such that investment redemption proceeds will redeem the outstanding debt financing.
Our debt financing arrangements include various fixed rate and variable rate debt arrangements. Recent increases in short-term interest rates have resulted in increases in the interest costs associated with our variable rate debt financing arrangements. We actively manage our portfolio of fixed rate and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed rate and variable rate debt financings as of June 30, 2025 and December 31, 2024:
|
|
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
Securitized Assets - |
|
Related Debt Financing - Fixed or Variable Interest Rates |
|
Outstanding |
|
|
% of Total |
|
|
Outstanding |
|
|
% of Total |
|
||||
Fixed |
|
Fixed |
|
$ |
333,349,999 |
|
|
|
32.2 |
% |
|
$ |
363,885,818 |
|
|
|
33.2 |
% |
Variable (1) |
|
Variable (1) |
|
|
67,036,000 |
|
|
|
6.5 |
% |
|
|
152,040,000 |
|
|
|
13.8 |
% |
Fixed |
|
Variable |
|
|
206,824,749 |
|
(2) |
|
20.0 |
% |
|
|
17,882,177 |
|
|
|
1.6 |
% |
Fixed |
|
Variable - Hedged (3) |
|
|
427,434,250 |
|
|
|
41.3 |
% |
|
|
564,508,822 |
|
|
|
51.4 |
% |
Total |
|
|
|
$ |
1,034,644,998 |
|
|
|
|
|
$ |
1,098,316,817 |
|
|
|
|
||
The interest rate paid on our variable rate debt financings are generally determined by the senior securities remarketing agent as the rate necessary to remarket any senior securities tendered by holders thereof for remarketing that week at a price of par. Interest on the senior securities is either taxable or tax-exempt to the holders based on the structure of the debt financing. The senior securities rate on debt financings structured as tax-exempt to the senior securities holders are typically correlated to tax-exempt municipal short-term securities indices, such as SIFMA. The senior securities rate on debt financings structured as taxable to the senior securities holders are typically correlated to taxable short-term securities indices, such as SOFR.
We have hedged a portion of our overall exposure to changes in market interest rates on our variable rate debt financings through various interest rate swaps. Our interest rate swaps are subject to monthly settlements whereby we pay a stated fixed rate and our counterparty pays a variable rate equal to the compounded SOFR rate for the settlement period. We are currently a net receiver on our
94
portfolio of interest rate swaps and received net settlement proceeds totaling approximately $764,000 and $1.7 million during the three months ended June 30, 2025 and 2024, respectively, and approximately $1.6 million and $3.3 million during the six months ended June 30, 2025 and 2024, respectively.
The majority of our variable rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future. We apply a 70% conversion ratio when determining the notional amount of our interest rate swaps such that, as an example, a $7.0 million notional amount indexed to SOFR is the equivalent to $10.0 million notional amount for tax-exempt debt financing. As such, the reported amount of variable debt financing in the table above exceeds the stated notional amount of the SOFR-indexed interest rate swaps as of June 30, 2025. The following table summarizes the average stated SOFR-denominated notional amount by year for our existing interest rate swaps as of June 30, 2025 (before applying our assumed 70% ratio of tax-exempt municipal securities rates to SOFR):
Year |
|
Average Notional |
|
|
Remainder of 2025 |
|
$ |
300,624,440 |
|
2026 |
|
|
290,688,466 |
|
2027 |
|
|
213,343,332 |
|
2028 |
|
|
155,697,132 |
|
2029 |
|
|
119,142,299 |
|
2030 |
|
|
19,392,800 |
|
2031 |
|
|
11,799,667 |
|
2032 |
|
|
9,583,000 |
|
2033 |
|
|
6,577,667 |
|
2034 |
|
|
2,537,500 |
|
When we execute a TOB trust financing, we retain a residual interest that is pledged as our initial collateral under the ISDA master agreement with the lender based on the market value of the investment asset(s) at the time of initial closing. If the net aggregate value of our investment assets in TOB trust financings and our interest rate swap agreements decline below a certain threshold, then we are required to post additional collateral with our counterparties. We had approximately $6.0 million of net cash collateral returned to us by Mizuho during the six months June 30, 2025 due primarily to increases in the value of our fixed interest rate investment assets funded with TOB trusts resulting from generally declining market interest rates. Continuing volatility in market interest rates and potential deterioration of general economic conditions may cause the value of our investment assets to decline and result in the posting of additional collateral in the future. In July 2025, we advanced approximately $3.1 million to satisfy collateral calls from Mizuho. The valuation of our interest rate swaps generally change inversely with the change in valuation of our investment assets, so the change in valuation of our interest rate swaps partially offset the change in value of our investment assets when determining the amount of collateral posting requirements.
The 2024 PFA Securitization Transaction is secured by the cash flows on the senior custodial receipts associated with the 2024 PFA Securitization Bonds. The holders of the Affordable Housing Multifamily Certificates associated with the 2024 PFA Securitization Transaction are entitled to interest at a fixed rate of 4.10% per annum, payable monthly, and all principal payments from the 2024 PFA Securitization Bonds until the stated amount of the Affordable Housing Multifamily Certificates is reduced to zero, which will be no later than September 2039. The Partnership will also pay credit enhancement, servicing, and trustee fees related to the 2024 PFA Securitization Transaction totaling 0.80% per annum. The 2024 PFA Securitization Transaction is non-recourse to the Partnership, does not require mark-to-market collateral posting, and has a term that matches the term of the underlying MRBs. In June 2025, a paydown of approximately $14.8 million was made from proceeds upon redemption of The Palms at Premier Park MRB.
Our TEBS Residual Financing is secured by the cash flows from the residual certificates of our TEBS Financings and residual custodial receipts associated with the 2024 PFA Securitization Bonds. Interest due on the TEBS Residual Financing is at a fixed rate of 7.125% per annum and will be paid from receipts related to the TEBS Financing residual certificates. Future receipts of principal related to the TEBS Financing residual certificates will be used to pay down the principal of the TEBS Residual Financing. The TEBS Residual Financing is non-recourse financing to the Partnership and is not subject to mark-to-market collateral posting. In June 2025, a paydown of approximately $4.2 million was made from proceeds upon redemption of The Palms at Premier Park MRB and the Companion at Thornhill Apartments MRB.
Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances and certain quarterly commitment fees. Such obligations are paid primarily from operating cash flows. The Acquisition LOC requires principal payments as
95
previously described in this Item 2. The General LOC does not require principal payments until maturity in June 2027, subject to extension options, so long as the outstanding principal does not exceed the borrowing base calculation.
The following table summarizes contractual maturities by year for our secured lines of credit, debt financings, and mortgages payable as of June 30, 2025:
|
|
Secured Lines of Credit |
|
|
Debt Financing |
|
|
Mortgage Payable |
|
|
Total |
|
||||
Remainder of 2025 |
|
$ |
1,000,000 |
|
|
$ |
206,531,286 |
|
|
$ |
310,220 |
|
|
$ |
207,841,506 |
|
2026 |
|
|
- |
|
|
|
154,734,044 |
|
|
|
- |
|
|
|
154,734,044 |
|
2027 |
|
|
43,000,000 |
|
|
|
193,792,408 |
|
|
|
- |
|
|
|
236,792,408 |
|
2028 |
|
|
- |
|
|
|
163,878,221 |
|
|
|
- |
|
|
|
163,878,221 |
|
2029 |
|
|
- |
|
|
|
10,014,116 |
|
|
|
- |
|
|
|
10,014,116 |
|
Thereafter |
|
|
- |
|
|
|
305,694,923 |
|
|
|
- |
|
|
|
305,694,923 |
|
Total |
|
$ |
44,000,000 |
|
|
$ |
1,034,644,998 |
|
|
$ |
310,220 |
|
|
$ |
1,078,955,218 |
|
The table above is as of June 30, 2025, and does not reflect the various debt financing transactions that occurred in July and August 2025 that are disclosed in Note 25 of the condensed consolidated financial statements.
Distributions Paid to Holders of Preferred Units and BUCs
Distributions to the holders of Series A-1 Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. Distributions to the holders of Series B Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 5.75%. The Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.
On June 17, 2025, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly cash distribution of $0.30 per BUC to unitholders of record on June 30, 2025 and payable on July 31, 2025.
The Partnership and its General Partner continually assess the level of distributions for the Preferred Units and BUCs based on cash available for distribution, financial performance and other factors considered relevant.
Redemptions of Preferred Units
Our outstanding Series A-1 and Series B Preferred Units are subject to optional redemption by the holders or the Partnership upon the sixth anniversary of issuance and on each anniversary thereafter. The earliest optional redemption dates for the currently outstanding Preferred Units range from April 2028 to March 2031.
Other Contractual Obligations
We are subject to various guaranty obligations in the normal course of business, and, in most cases, do not anticipate these obligations to result in significant cash payments.
Cash Flows
In the six months ended June 30, 2025, we generated cash of $27.3 million, which was the net result of $20.5 million provided by operating activities, $96.5 million provided by investing activities, and $89.8 million used in financing activities.
Cash provided by operating activities totaled $20.5 million for the six months ended June 30, 2025, as compared to $8.4 million generated for the six months ended June 30, 2024. The change between periods was due to the following factors:
96
Cash provided by investing activities totaled $96.5 million in the six months ended June 30, 2025, as compared to cash used of $27.5 million in the six months ended June 30, 2024. The change between periods was primarily due to the following factors:
Cash used in financing activities totaled $89.8 million in the six months ended June 30, 2025, as compared to cash provided of $22.2 million in the six months ended June 30, 2024. The change between periods was primarily due to the following factors:
We believe our cash balance and cash provided by the sources discussed herein will be sufficient to pay, or refinance, our debt obligations and to meet our liquidity needs over the next 12 months.
Leverage Ratio
We set target constraints for each type of financing utilized by us. Those constraints are dependent upon several factors, including the assets being leveraged, the tenor of the leverage program, whether the financing is subject to mark-to-market collateral calls, and the liquidity and marketability of the financed collateral. We use target constraints for each type of financing to manage to an overall 80% maximum Leverage Ratio, as established by the Board of Managers. The Board of Managers retains the right to change the maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We calculate our Leverage Ratio as total outstanding debt divided by total assets using cost adjusted for paydowns for MRBs, GILs, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and real estate assets. As of June 30, 2025, our overall Leverage Ratio was approximately 74%.
Off Balance Sheet Arrangements
As of June 30, 2025 and December 31, 2024, we held MRB, GIL, taxable MRB, taxable GIL and certain property loan investments that are secured by affordable multifamily and seniors housing properties, which are owned by entities that are not controlled by us. We have no equity interest in these entities and do not guarantee any obligations of these entities.
As of June 30, 2025, we own noncontrolling equity interests in various unconsolidated entities for the development of market rate multifamily and seniors housing properties, and for the Construction Lending JV. We account for these equity interests using the equity method of accounting and the assets, liabilities, and operating results of the underlying entities are not included in our condensed consolidated financial statements.
We have entered into various financial commitments and guaranties. For additional discussions related to commitments and guaranties, see Note 16 to the condensed consolidated financial statements.
We do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.
97
We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties, other than those disclosed in Note 19 to the condensed consolidated financial statements.
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates and assumptions include those used in determining (i) the fair value of MRBs and taxable MRBs; (ii) investment impairments; and (iii) allowance for credit losses.
The Partnership’s critical accounting estimates are the same as those described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2 to the Partnership’s condensed consolidated financial statements.
Community Investments
The Partnership has invested and intends to invest in assets which are and will be purchased in order to support underlying community development activities targeted to low- and moderate-income individuals, such as affordable housing, small business lending, and job creating activities in areas of the United States. These investments may be eligible for regulatory credit under the CRA and available for allocation to holders of our Preferred Units (see Note 17 to Partnership's condensed consolidated financial statements).
98
The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of August 6, 2025:
Property Name |
|
Investment |
|
|
Senior Bond |
|
Street |
|
City |
|
County |
|
State |
|
Zip |
|
The Safford |
|
$ |
34,185,000 |
|
|
10/10/2026 |
|
8740 North Silverbell Road |
|
Marana |
|
Pima |
|
AZ |
|
85743 |
CCBA Senior Garden Apartments |
|
|
3,807,000 |
|
|
7/1/2037 |
|
438 3rd Ave |
|
San Diego |
|
San Diego |
|
CA |
|
92101 |
Courtyard Apartments |
|
|
10,230,000 |
|
|
12/1/2033 |
|
4127 W. Valencia Dr |
|
Fullerton |
|
Orange |
|
CA |
|
92833 |
Glenview Apartments |
|
|
4,670,000 |
|
|
12/1/2031 |
|
2361 Bass Lake Rd |
|
Cameron Park |
|
El Dorado |
|
CA |
|
95682 |
Harden Ranch Apartments |
|
|
6,960,000 |
|
|
3/1/2030 |
|
1907 Dartmouth Way |
|
Salinas |
|
Monterey |
|
CA |
|
93906 |
Harmony Court Apartments |
|
|
3,730,000 |
|
|
12/1/2033 |
|
5948 Victor Street |
|
Bakersfield |
|
Kern |
|
CA |
|
93308 |
Harmony Terrace Apartments |
|
|
6,900,000 |
|
|
1/1/2034 |
|
941 Sunset Garden Lane |
|
Simi Valley |
|
Ventura |
|
CA |
|
93065 |
Las Palmas II Apartments |
|
|
1,695,000 |
|
|
11/1/2033 |
|
51075 Frederick Street |
|
Coachella |
|
Riverside |
|
CA |
|
92236 |
Montclair Apartments |
|
|
2,530,000 |
|
|
12/1/2031 |
|
150 S 19th Ave |
|
Lemoore |
|
Kings |
|
CA |
|
93245 |
Montecito at Williams Ranch |
|
|
7,690,000 |
|
|
10/1/2034 |
|
1598 Mesquite Dr |
|
Salinas |
|
Monterey |
|
CA |
|
93905 |
Montevista |
|
|
720,000 |
|
|
7/1/2036 |
|
13728 San Pablo Avenue |
|
San Pablo |
|
Contra Costa |
|
CA |
|
94806 |
Ocotillo Springs |
|
|
2,500,000 |
|
|
8/1/2038 |
|
1615 I St |
|
Brawley |
|
Imperial |
|
CA |
|
92227 |
Poppy Grove I |
|
|
56,846,000 |
|
|
10/1/2025 |
|
10149 Bruceville Road |
|
Elk Grove |
|
Sacramento |
|
CA |
|
95624 |
Poppy Grove II |
|
|
33,191,300 |
|
|
10/1/2025 |
|
10149 Bruceville Road |
|
Elk Grove |
|
Sacramento |
|
CA |
|
95624 |
Poppy Grove III |
|
|
63,600,000 |
|
|
10/1/2025 |
|
10149 Bruceville Road |
|
Elk Grove |
|
Sacramento |
|
CA |
|
95624 |
Residency at Empire (2) |
|
|
73,050,000 |
|
|
12/31/2040 |
|
2814 W Empire Avenue |
|
Burbank |
|
Los Angeles |
|
CA |
|
91504 |
Residency at the Entrepreneur (3) |
|
|
72,000,000 |
|
|
3/31/2040 |
|
1657-1661 North Western Avenue |
|
Hollywood |
|
Los Angeles |
|
CA |
|
90027 |
Residency at the Mayer |
|
|
41,000,000 |
|
|
4/1/2039 |
|
5500 Hollywood Boulevard |
|
Hollywood |
|
Los Angeles |
|
CA |
|
90028 |
San Vicente Townhomes |
|
|
3,495,000 |
|
|
11/1/2033 |
|
250 San Vicente Road |
|
Soledad |
|
Monterey |
|
CA |
|
93960 |
Santa Fe Apartments |
|
|
1,565,000 |
|
|
12/1/2031 |
|
16576 Sultana St |
|
Hesperia |
|
San Bernardino |
|
CA |
|
92345 |
Seasons Lakewood Apartments |
|
|
7,350,000 |
|
|
1/1/2034 |
|
21309 Bloomfield Ave |
|
Lakewood |
|
Los Angeles |
|
CA |
|
90715 |
Seasons San Juan Capistrano Apartments |
|
|
12,375,000 |
|
|
1/1/2034 |
|
31641 Rancho Viejo Rd |
|
San Juan Capistrano |
|
Orange |
|
CA |
|
92675 |
Seasons At Simi Valley |
|
|
4,376,000 |
|
|
9/1/2032 |
|
1606 Rory Ln |
|
Simi Valley |
|
Ventura |
|
CA |
|
93063 |
Solano Vista Apartments |
|
|
2,655,000 |
|
|
1/1/2036 |
|
40 Valle Vista Avenue |
|
Vallejo |
|
Solano |
|
CA |
|
94590 |
Summerhill Family Apartments |
|
|
6,423,000 |
|
|
12/1/2033 |
|
6200 Victor Street |
|
Bakersfield |
|
Kern |
|
CA |
|
93308 |
Sycamore Walk |
|
|
2,132,000 |
|
|
1/1/2033 |
|
380 Pacheco Road |
|
Bakersfield |
|
Kern |
|
CA |
|
93307 |
Tyler Park Townhomes |
|
|
2,075,000 |
|
|
1/1/2030 |
|
1120 Heidi Drive |
|
Greenfield |
|
Monterey |
|
CA |
|
93927 |
Village at Madera Apartments |
|
|
3,085,000 |
|
|
12/1/2033 |
|
501 Monterey St |
|
Madera |
|
Madera |
|
CA |
|
93637 |
Vineyard Gardens |
|
|
995,000 |
|
|
1/1/2035 |
|
2800 E Vineyard Ave |
|
Oxnard |
|
Ventura |
|
CA |
|
93036 |
Wellspring Apartments |
|
|
3,900,000 |
|
|
9/1/2039 |
|
1500 East Anaheim Street |
|
Long Beach |
|
Los Angeles |
|
CA |
|
90813 |
Westside Village Apartments |
|
|
3,970,000 |
|
|
1/1/2030 |
|
595 Vera Cruz Way |
|
Shafter |
|
Kern |
|
CA |
|
93263 |
Handsel Morgan Village |
|
|
2,150,000 |
|
|
3/1/2041 |
|
Elliot and South Street |
|
Buford |
|
Gwinnett |
|
GA |
|
30518 |
MaryAlice Circle |
|
|
5,900,000 |
|
|
3/1/2041 |
|
Arnold Street and Gwinnett Street |
|
Buford |
|
Gwinnett |
|
GA |
|
30518 |
Copper Gate Apartments |
|
|
5,220,000 |
|
|
12/1/2029 |
|
3140 Copper Gate Circle |
|
Lafayette |
|
Tippecanoe |
|
IN |
|
47909 |
Renaissance Gateway Apartments |
|
|
11,500,000 |
|
|
6/1/2050 |
|
650 N. Ardenwood Drive |
|
Baton Rouge |
|
East Baton Rouge Parish |
|
LA |
|
70806 |
Woodington Gardens Apartments |
|
|
33,727,000 |
|
|
5/1/2029 |
|
201 South Athol Avenue |
|
Baltimore |
|
Baltimore |
|
MD |
|
21229 |
Jackson Manor Apartments |
|
|
4,828,000 |
|
|
5/1/2038 |
|
332 Josanna Street |
|
Jackson |
|
Hinds |
|
MS |
|
39202 |
Silver Moon Apartments |
|
|
8,500,000 |
|
|
8/1/2055 |
|
901 Park Avenue SW |
|
Albuquerque |
|
Bernalillo |
|
NM |
|
87102 |
Village at Avalon |
|
|
16,400,000 |
|
|
1/1/2059 |
|
915 Park SW |
|
Albuquerque |
|
Bernalillo |
|
NM |
|
87102 |
Columbia Gardens Apartments |
|
|
15,000,000 |
|
|
12/1/2050 |
|
4000 Plowden Road |
|
Columbia |
|
Richland |
|
SC |
|
29205 |
The Ivy Apartments |
|
|
30,500,000 |
|
|
2/1/2030 |
|
151 Century Drive |
|
Greenville |
|
Greenville |
|
SC |
|
29607 |
The Park at Sondrio Apartments |
|
|
39,200,000 |
|
|
1/1/2030 |
|
3500 Pelham Road |
|
Greenville |
|
Greenville |
|
SC |
|
29615 |
The Park at Vietti Apartments |
|
|
27,865,000 |
|
|
1/1/2030 |
|
1000 Hunt Club Lane |
|
Spartanburg |
|
Spartanburg |
|
SC |
|
29301 |
Village at River's Edge |
|
|
10,000,000 |
|
|
6/1/2033 |
|
Gibson & Macrae Streets |
|
Columbia |
|
Richland |
|
SC |
|
29203 |
Willow Run |
|
|
15,000,000 |
|
|
12/18/2050 |
|
511 Alcott Drive |
|
Columbia |
|
Richland |
|
SC |
|
29203 |
Windsor Shores Apartments |
|
|
22,350,000 |
|
|
2/1/2030 |
|
1000 Windsor Shores Drive |
|
Columbia |
|
Richland |
|
SC |
|
29223 |
Agape Helotes |
|
|
12,877,922 |
|
|
1/1/2065 |
|
9311 FM 1560 N |
|
San Antonio |
|
Bexar |
|
TX |
|
78254 |
Angle Apartments |
|
|
21,000,000 |
|
|
1/1/2054 |
|
4250 Old Decatur Rd |
|
Fort Worth |
|
Tarrant |
|
TX |
|
76106 |
Avistar at Copperfield (Meadow Creek) |
|
|
14,000,000 |
|
|
5/1/2054 |
|
6416 York Meadow Drive |
|
Houston |
|
Harris |
|
TX |
|
77084 |
Avistar at the Crest Apartments |
|
|
10,147,160 |
|
|
3/1/2050 |
|
12660 Uhr Lane |
|
San Antonio |
|
Bexar |
|
TX |
|
78217 |
Avistar at the Oaks |
|
|
8,899,048 |
|
|
8/1/2050 |
|
3935 Thousand Oaks Drive |
|
San Antonio |
|
Bexar |
|
TX |
|
78217 |
Avistar at Wilcrest (Briar Creek) |
|
|
3,470,000 |
|
|
5/1/2054 |
|
1300 South Wilcrest Drive |
|
Houston |
|
Harris |
|
TX |
|
77042 |
Avistar at Wood Hollow (Oak Hollow) |
|
|
40,260,000 |
|
|
5/1/2054 |
|
7201 Wood Hollow Circle |
|
Austin |
|
Travis |
|
TX |
|
78731 |
Avistar in 09 Apartments |
|
|
7,743,037 |
|
|
8/1/2050 |
|
6700 North Vandiver Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78209 |
Avistar on Parkway |
|
|
13,425,000 |
|
|
5/1/2052 |
|
9511 Perrin Beitel Rd |
|
San Antonio |
|
Bexar |
|
TX |
|
78217 |
Avistar on the Blvd |
|
|
17,422,805 |
|
|
3/1/2050 |
|
5100 USAA Boulevard |
|
San Antonio |
|
Bexar |
|
TX |
|
78240 |
Avistar on the Hills |
|
|
5,670,016 |
|
|
8/1/2050 |
|
4411 Callaghan Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78228 |
Crossing at 1415 |
|
|
7,590,000 |
|
|
12/1/2052 |
|
1415 Babcock Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78201 |
Concord at Gulf Gate Apartments |
|
|
9,185,000 |
|
|
2/1/2032 |
|
7120 Village Way |
|
Houston |
|
Harris |
|
TX |
|
77087 |
Concord at Little York Apartments |
|
|
13,440,000 |
|
|
2/1/2032 |
|
301 W Little York Rd |
|
Houston |
|
Harris |
|
TX |
|
77076 |
Concord at Williamcrest Apartments |
|
|
19,820,000 |
|
|
2/1/2032 |
|
10965 S Gessner Rd |
|
Houston |
|
Harris |
|
TX |
|
77071 |
Esperanza at Palo Alto Apartments |
|
|
19,540,000 |
|
|
7/1/2058 |
|
SWC of Loop 410 and Highway 16 South |
|
San Antonio |
|
Bexar |
|
TX |
|
78224 |
Heights at 515 |
|
|
6,435,000 |
|
|
12/1/2052 |
|
515 Exeter Road |
|
San Antonio |
|
Bexar |
|
TX |
|
78209 |
Oaks at Georgetown Apartments |
|
|
12,330,000 |
|
|
1/1/2034 |
|
550 W 22nd St |
|
Georgetown |
|
Williamson |
|
TX |
|
78626 |
Sandy Creek Apartments |
|
|
12,100,000 |
|
|
9/1/2026 |
|
1828 Sandy Point Road |
|
Bryan |
|
Brazos |
|
TX |
|
77807 |
15 West Apartments |
|
|
4,850,000 |
|
|
7/1/2054 |
|
401 15th Street |
|
Vancouver |
|
Clark |
|
WA |
|
98660 |
Aventine Apartments |
|
|
9,500,000 |
|
|
6/1/2031 |
|
211 112th Ave |
|
Bellevue |
|
King |
|
WA |
|
98004 |
|
|
$ |
997,545,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
99
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The primary components of our market risk as of June 30, 2025 are related to interest rate risk and credit risk. Our exposure to market risks relates primarily to our investments in MRBs, GILs, property loans and our debt financing and mortgage payable. We seek to actively manage these and other risks and to acquire and hold assets that we believe justify bearing those risks, and to maintain capital levels consistent with those risks.
The recent changes in U.S. and international trade policies, the volatility in the U.S. equity and credit markets, the current interest rate environment, and the risk of overall slower economic growth or a potential recession have contributed to heightened market risk. See the information under “Quantitative and Qualitative Disclosures about Market Risk” in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2024 for additional information.
Interest Rate Risk
The Federal Reserve reduced the federal funds rate by 100 basis points from September to December 2024, but left rates unchanged so far in 2025, resulting in the current target range for the federal funds rate being 4.25-4.50%. The Federal Reserve continues to evaluate economic data in assessing whether to make further changes to the federal funds rate, which in turn, influences market expectations for current and future interest rate levels. Changes in short-term interest rates will generally result in similar changes in the interest cost associated with our variable debt financing arrangements, though such changes are expected to be offset by changes in net receipts on our interest rate swap portfolio.
Interest rates are highly sensitive to many factors, including governmental, tariff, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRB, GIL, and property loan investments and the debt used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates. The majority of our MRB investments bear interest at fixed rates. Our GIL, taxable GIL, and property loan investments bear interest at either variable rates subject to interest rate floors or fixed interest rates.
We regularly hedge our exposure to changes in interest rates where we have financed fixed rate investment assets with variable rate debt financing by executing SOFR-denominated interest rate swaps. Though the variable rate indices of our debt financing and interest rate swaps may differ, the interest rate swaps have effectively synthetically fixed the interest rate of the related debt financing. The majority of our variable-rate debt financings that are hedged through interest rate swaps have interest that is tax-exempt to the senior securities holders. In order to account for the differential between our interest rate swaps which are indexed to SOFR (a taxable rate) and our debt financing rate (which is correlated to short-term tax-exempt municipal securities rates), we assume that, over the term of our debt financing, the tax-exempt senior securities interest rate will approximate 70% of the SOFR rate. This assumption aligns with common market assumptions and the historical correlation between taxable and tax-exempt municipal short-term securities rates. However, such ratio may not be accurate in the short term or long term in the future.
The following table sets forth information regarding the impact on our net interest income assuming various changes in short-term interest rates as of June 30, 2025:
Description |
|
- 100 basis points |
|
|
- 50 basis points |
|
|
+ 50 basis points |
|
|
+ 100 basis points |
|
|
+ 200 basis points |
|
|||||
TOB Debt Financings |
|
$ |
3,990,411 |
|
|
$ |
1,995,206 |
|
|
$ |
(1,995,206 |
) |
|
$ |
(3,990,411 |
) |
|
$ |
(7,980,822 |
) |
Other Financings & Derivatives |
|
|
(2,492,532 |
) |
|
|
(1,246,266 |
) |
|
|
1,246,266 |
|
|
|
2,492,532 |
|
|
|
4,985,064 |
|
Variable Rate Investments |
|
|
(502,050 |
) |
|
|
(251,025 |
) |
|
|
251,025 |
|
|
|
502,050 |
|
|
|
1,004,100 |
|
Net Interest Income Impact |
|
$ |
995,829 |
|
|
$ |
497,915 |
|
|
$ |
(497,915 |
) |
|
$ |
(995,829 |
) |
|
$ |
(1,991,658 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per BUC Impact (1) |
|
$ |
0.043 |
|
|
$ |
0.021 |
|
|
$ |
(0.021 |
) |
|
$ |
(0.043 |
) |
|
$ |
(0.086 |
) |
The interest rate sensitivity table above (the “Table”) represents the change in interest income from investments, net of interest on debt and settlement payments for interest rate derivatives over the next twelve months, assuming an immediate parallel shift in the SOFR yield curve and the resulting implied forward rates are realized as a component of this shift in the curve. The table does not reflect any non-cash unrealized (gains) losses on interest rate swaps caused by the assumed changes in interest rates. Assumptions include anticipated interest rates; relationships between different interest rate indices such as SOFR and SIFMA; and outstanding investment, debt financing and interest rate derivative positions. No assurance can be made that the assumptions included in the Table presented herein will occur or that other events will not occur that will affect the outcomes of the analysis. Furthermore, the results included in the
100
Table assume we do not act to change our sensitivity to the movement in interest rates. As the above information incorporates only those material positions or exposures that existed as of June 30, 2025, it does not consider those exposures or positions that have arisen or could arise after that date. The ultimate economic impact of these market risks will depend on the exposures that arise during the period, our risk mitigation strategies at that time and the overall business and economic environment.
We employ leverage to finance the acquisition of many of our fixed income assets. Approximately 68% of our leverage bears interest at short term variable interest rates. Our remaining 32% of leverage has fixed interest rates. Of those assets funded with short term variable rate debt facilities, approximately 10% bear interest at a variable rate as well. While there is some basis risk between the interest cost associated with our debt financing arrangements and the short-term interest rate indices on our variable rate assets, this portion of our portfolio is substantially match funded with rising short term interest rates having a minimal impact on our net interest income.
For those fixed rate assets where we have variable rate financing, hedging instruments such as interest rate caps and interest rate swaps have been utilized to hedge some, but not all, of the potential increases in our funding cost that would result from higher short-term interest rates. In some cases, these positions have been hedged to their expected maturity date. In other cases, a shorter-term hedge has been executed due to uncertainty regarding the time period over which the individual fixed rate asset might be outstanding.
For information on our debt financing and interest rate derivatives see Notes 13 and 15, respectively.
Credit Risk
Our primary credit risk is the risk of default on our investment in MRBs, GILs and property loans collateralized by multifamily residential, seniors housing and skilled nursing properties. The MRB and GIL investments are not direct obligations of the governmental authorities that issue the MRB or GIL and are not guaranteed by such authorities or any issuer. In addition, the MRB, GIL and the associated property loan investments are non-recourse obligations of the property owner. As a result, the primary sources of principal and interest payments on our MRB, GIL, and the property loan investments are the net operating cash flows generated by these properties or the net proceeds from a sale or refinance of these properties. Affiliates of the borrowers of our GIL and construction financing property loan investments have full-to-limited guaranties of construction completion and payment of principal and accrued interest on the GIL and property loan investments, so we may have additional recourse options for these investments. Similarly, we typically require affiliates of the borrowers of our MRB investments to provide full-to-limited guaranties during the construction and pre-stabilization period, if applicable. We do not typically have recourse guarantees to non-profit borrowers during the construction or rehabilitation period.
If a property is unable to sustain net rental revenues at a level necessary to pay current debt service obligations on our MRB, GIL or property loan investments, a default may occur. A property’s ability to generate net operating cash flows is subject to a variety of factors, including rental and occupancy rates of the property and the level of its operating expenses. Occupancy rates and rents are directly affected by the supply of, and demand for, multifamily residential, single-family rentals, seniors housing and skilled nursing properties in the market area where the property is located. This is affected by several factors such as local or national economic conditions, the amount of new apartment construction and the affordability of single-family homes. In addition, factors such as government regulation (e.g. zoning laws and permitting requirements), inflation, insurance availability and cost, real estate and other taxes, labor issues, and natural disasters can affect the economic operations of a multifamily residential property. Rental rates for set-aside units at affordable multifamily properties are typically tied to certain percentages of AMI. Increases in AMI are not necessarily correlated to inflationary increases in property operating expenses or market rents. A significant mismatch between AMI growth and increased property operating expenses could negatively impact net operating cash flows available to pay debt service. If AMI declines on a year-over-year basis, rents could need to be reduced.
Certain MRB, GIL, and construction financing property loan investments that fund the construction of new affordable multifamily properties may have variable interest rates. Since there are little to no operating cash flows during the construction and lease-up periods for new properties, borrowers utilize capitalized interest reserves to fund debt service prior to stabilization. Increases in market interest rates will cause an increase in debt service costs where variable rate financing is used. If interest rate increases are large enough, such capitalized interest reserves and other budgeted contingencies may be insufficient to pay all debt service through stabilization. Such cost overruns may cause defaults on our construction financing investments if other funding sources are not available to the borrowers or if related guarantors fail to meet their obligations.
Defaults on our MRB, GIL, or property loan investments may reduce the amount of future cash available for distribution to Unitholders. In addition, if a property’s net operating cash flow declines, it may affect the market value of the property, which may result in net proceeds from the ultimate sale or refinancing of the property to be insufficient to repay the entire principal balance of our MRB, GIL or property loan investment. In the event of a default, we will have the right to foreclose on the mortgage or deed of trust on the property securing the investment. If we take ownership of the property securing a defaulted MRB or GIL investment, we will be
101
entitled to all net operating cash flows generated by the property and will be subject to risks associated with ownership of multifamily real estate. If such an event occurs, these investments will not provide tax-exempt income. In the event of default, we will likely be required to repay debt secured by our investment using available liquidity or arrange alternative financing, if available, which is likely to be at less favorable terms. Such occurrences will negatively impact our overall available liquidity.
We actively manage the credit risks associated with our MRB, GIL, and property loan investments by performing a comprehensive due diligence and underwriting process of the sponsors, owners and the properties securing these investments prior to investing. In addition, we carefully monitor the on-going performance of the properties underlying these investments. For those investments where Freddie Mac has provided a forward commitment to purchase our GILs, the investment has also passed Freddie Mac’s required underwriting requirements.
Credit risk is also present in the geographical concentration of the properties securing our MRB investments. We have significant geographic concentrations in Texas, California, and South Carolina. The table below summarizes the geographic concentrations in these states as a percentage of the total MRB principal outstanding:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
California |
|
|
31 |
% |
|
|
30 |
% |
Texas |
|
|
27 |
% |
|
|
25 |
% |
South Carolina |
|
|
14 |
% |
|
|
18 |
% |
Mortgage Revenue Bonds Sensitivity Analysis
Third-party pricing services are used to value our MRB investments. The pricing service uses a discounted cash flow and yield to maturity or call analysis which encompasses judgment in its application. The key assumption in the yield to maturity or call analysis is the range of effective yields of the individual MRB investments. The effective yield analysis for each MRB considers the current market yield of similar securities, specific terms of each MRB, and various characteristics of the property collateralizing the MRB such as debt service coverage ratio, loan to value, and other characteristics. The effective yield for each MRB has historically trended with, although is not directly influenced by, medium and long-term interest rate movements. Our valuation service provider uses tax-exempt and taxable housing curves published by Municipal Market Data to estimate the value of our MRB investments. Our valuation service provider primarily uses the A rated Tax Exempt Housing Sector Yield Curve, which increased by an average of 36 basis points across the curve as of June 30, 2025 compared to December 31, 2024. The 10 year United States Treasury yield decreased 34 basis points and the 30 year United States Treasury yield was unchanged during the first six months of 2025. The 5 year and 10 year SOFR swap rate decreased 61 and 38 basis points, respectively, during the first six months of 2025. These interest rate changes have a direct effect on the market value of our MRB portfolio, but do not directly impact a borrower's ability to meet its obligations as our MRB investments have predominantly fixed interest rates.
We completed a sensitivity analysis which is hypothetical and is as of a specific point in time. The results of the sensitivity analysis may not be indicative of actual changes in fair value and should be used with caution. The table below summarizes the sensitivity analysis metrics related to our MRB investments as of June 30, 2025:
Description |
|
Estimated Fair |
|
|
Range of Effective |
|
Range of Effective |
|
Additional |
|
||||||
Mortgage Revenue Bonds |
|
$ |
1,004,463 |
|
|
3.4% |
-11.1% |
|
|
3.7 |
% |
-12.2% |
|
$ |
23,584 |
|
Real Estate Valuation Risk
Our JV Equity Investments fund the construction, stabilization and sale of market-rate multifamily real estate. The realizable property values for such investments are primarily dependent upon the value of a property to prospective buyers at the time of its sale, which may be impacted by market cap rates, the operating results of the property, local market conditions and competition, and interest rates on mortgage financing. We have noticed market cap rates are trending upward due to, though not limited to, the current economic environment and elevated market interest rates. We have also noted that rental rates may be decreasing in certain markets, which would lower property operating results leading to a reduction in property valuations. Operating results of real estate properties may be affected by many factors, such as the number of tenants, the rental and fee rates, insurance availability and cost, operating expenses, the cost of repairs and maintenance, taxes, debt service requirements, competition from other similar multifamily rental properties and general and local economic conditions. In addition, all outstanding financing directly secured by such real estate properties must be repaid upon sale.
102
Lower sales proceeds may prevent us from collecting our accrued preferred return or the return of our original investment equity, which would result in realized losses on our investments.
Reinvestment Risk
MRB investments may have optional call features that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity. These optional call features may be at either par or premiums to par. In addition, our GIL and most property loan investments are prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the interest rate on our investment asset or for other reasons. In order to maintain or grow our investment portfolio size and earnings, we must reinvest repayment proceeds in new investment assets. New MRB, GIL and property loan investment opportunities may not generate the same returns as our current investments such that our reported operating results may decline over time. In addition, elevated interest rates and construction costs could limit the ability of developers to initiate new projects for us to finance with MRB, GIL, and property loan investments.
Similarly, we are subject to reinvestment risk on the return of capital from sales of JV Equity Investments. Our strategy involves making JV Equity Investments for the development, stabilization and sale of market-rate multifamily rental properties. Our initial equity contributions are returned upon sale of the underlying properties, at which time we will look to reinvest the capital into new JV Equity Investments or other investments. Fewer new investment opportunities may result from negative changes in various economic factors and those new investments that we do make may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in the development of market-rate multifamily rental properties, elevated interest rates on construction loans and increasing construction costs. We have observed declining availability of credit and tighter credit underwriting standards for certain banks that provide construction financing for our JV Equity Investments, which may result in lower loan proceeds and higher rates on construction loans in the near-term such that new investment profitability is negatively impacted or more difficult to originate. Lower returns on new investment opportunities will result in declining operating results over time.
Item 4. Controls and Procedures.
Evaluation of disclosure controls and procedures. The Chief Executive Officer and the Chief Financial Officer have reviewed and evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures were effective in ensuring that (i) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Partnership’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting. There were no changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1A. Risk Factors.
The risk factors affecting the Partnership are described in Item 1A “Risk Factors” in the Partnership’s Annual Report on Form 10‑K for the year ended December 31, 2024, which is incorporated by reference herein. There have been no material changes from these previously disclosed risk factors for the six months ended June 30, 2025.
Item 5. Other Information.
Trading Plans
During the quarter ended June 30, 2025,
Item 6. Exhibits.
The following exhibits are filed as required by Item 601 of Regulation S-K. Exhibit numbers refer to the paragraph numbers under Item 601 of Regulation S-K:
10.1 |
|
Sixth Amendment to Credit Agreement dated June 12, 2025 between Greystone Housing Impact Investors LP, the Lenders, and BankUnited, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on June 18, 2025) |
10.2 |
|
Third Amended and Restated Guaranty dated June 12, 2025 between Greystone Select Incorporated and BankUnited, N.A. (incorporated herein by reference to Exhibit 10.2 to Form 8-K (No. 000-24843), filed by the Partnership on June 18, 2025). |
10.3 |
|
Credit Agreement dated as of June 30, 2025 among Greystone Housing Impact Investors LP, the Lenders, and Banked Trust Company, as Administrative Agent (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on July 7, 2025). |
10.4 |
|
Promissory Note dated June 30, 2025 between Greystone Housing Impact Investors LP and payable to Bankers Trust Company (incorporated herein by reference to Exhibit 10.2 to Form 8-K (No. 000-24843), filed by the Partnership on July 7, 2025). |
10.5 |
|
Promissory Note dated June 30, 2025 between Greystone Housing Impact Investors LP and payable to Pinnacle Bank (incorporated herein by reference to Exhibit 10.3 to Form 8-K (No. 000-24843), filed by the Partnership on July 7, 2025). |
10.6 |
|
Promissory Note dated June 30, 2025 between Greystone Housing Impact Investors LP and payable to First National Bank of Omaha (incorporated herein by reference to Exhibit 10.4 to Form 8-K (No. 000-24843), filed by the Partnership on July 7, 2025). |
10.7 |
|
Promissory Note dated June 30, 2025 between Greystone Housing Impact Investors LP and payable to First Citizens Bank (incorporated herein by reference to Exhibit 10.5 to Form 8-K (No. 000-24843), filed by the Partnership on July 7, 2025). |
10.8 |
|
Promissory Note dated June 30, 2025 between Greystone Housing Impact Investors LP and payable to Modern Bank, N.A. (incorporated herein by reference to Exhibit 10.6 to Form 8-K (No. 000-24843), filed by the Partnership on July 7, 2025). |
31.1 |
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2 |
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1 |
|
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
|
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101 |
|
The following materials from the Partnership’s Quarterly Report on Form 10-Q for the periods ended June 30, 2025 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets on June 30, 2025 and December 31, 2024, (ii) the Condensed Consolidated Statements of Operations for the periods ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Statements of Comprehensive Income for the periods ended June 30, 2025 and 2024, (iv) the Condensed Consolidated Statements of Partners’ Capital for the periods ended June 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the periods ended June 30, 2025 and 2024, and (vi) Notes to Condensed Consolidated Financial Statements. Such materials are presented with detailed tagging of notes and financial statement schedules. |
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
104
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
GREYSTONE HOUSING IMPACT INVESTORS LP
Date: August 7, 2025 |
|
By: |
|
/s/ Kenneth C. Rogozinski |
|
|
|
|
Kenneth C. Rogozinski |
|
|
|
|
Chief Executive Officer |
Date: August 7, 2025 |
|
By: |
|
/s/ Jesse A. Coury |
|
|
|
|
Jesse A. Coury |
|
|
|
|
Chief Financial Officer |
105
