Greystone Housing Impact Investors LP(GHI) - 2019 Q4 - Annual Report

PART I Business The Partnership primarily invests in mortgage revenue bonds and real estate to finance affordable housing, aiming to increase unitholder distributions through a leveraged strategy - The Partnership's primary purpose is acquiring a portfolio of mortgage revenue bonds (MRBs) to finance affordable multifamily, student housing, and commercial properties[14] Investment Portfolio Overview as of December 31, 2019 | Investment Type | Count/Value | Details | | :--- | :--- | :--- | | Mortgage Revenue Bonds (MRBs) | 76 MRBs | Aggregate outstanding principal of ~$679.7 million, financing 66 Residential Properties with 10,871 rental units | | Public Housing Capital Fund (PHC) Certificates | 3 Certificates | Aggregate outstanding principal of ~$43.3 million. These were sold in January 2020 | | MF Properties | 2 Properties | Owns two multifamily properties with 859 rental units in Nebraska and California | | Vantage Properties (Unconsolidated) | 9 entities | Holds membership interests in nine unconsolidated entities used to construct multifamily properties | - The business strategy involves acquiring additional MRBs and other investments on a leveraged basis to increase cash available for distribution to Unitholders and reduce risk through hedging, with current policy limiting leverage to 75% of total Partnership assets[27] - As of December 31, 2019, the Partnership's leverage ratio was approximately 61%, calculated as total outstanding debt divided by the carrying value of its specified assets[43] - In 2019, the Partnership diversified its lending relationships, adding new financing structures with Morgan Stanley and Mizuho Capital Markets to reduce reliance on a single counterparty[18] Risk Factors The Partnership faces significant risks including illiquid assets, interest rate fluctuations, debt financing complexities, ownership dilution, tax implications, and regulatory changes - Business risks include illiquid assets (MRBs, property loans), reliance on the net cash flow of underlying properties, risks from newly constructed properties, and balloon payment refinancing risk[65][66][69][70] - The Partnership is exposed to interest rate risk, as an increase in rates on its variable-rate debt could reduce cash flow, while its fixed-rate assets would not see a corresponding income increase; derivatives are used to mitigate some, but not all, of this exposure[75][76] - Debt financing through securitization (e.g., TOB trusts) carries risks such as subordination of residual interests, potential termination of financing, and adverse effects from rising short-term interest rates on variable-rate securities[87][88][89][90] - Ownership risks for BUC holders include discretionary cash distributions and potential dilution from future issuances, while Series A Preferred Unitholders face risks related to the non-guarantee of CRA credit for their investment, subordination to debt, and limited voting rights[93][94][100][112] - Tax risks include the possibility that interest on MRBs could be deemed taxable, and the risk that the Partnership could be classified as a corporation for tax purposes if less than 90% of its gross income is "qualifying" income[120][122] - Regulatory risks include the federal conservatorship of Freddie Mac, which could impact the ability to use TEBS financing facilities, and increasing dependence on IT systems, which exposes the Partnership to cybersecurity threats[125][127] Properties The Partnership operates from Omaha, Nebraska, directly owning two multifamily properties and land for development with a total carrying value of $76.9 million as of December 31, 2019 Real Estate Assets as of December 31, 2019 | Property Name | Location | Units | Carrying Value (before depreciation) ($) | | :--- | :--- | :--- | :--- | | Suites on Paseo | San Diego, CA | 384 | $42,272,996 | | The 50/50 MF Property | Lincoln, NE | 475 | $32,937,805 | | Land held for development | Gardner, KS; Richland County, SC; Omaha, NE | N/A | $1,706,862 | | Total | | | $76,917,663 | Legal Proceedings The Partnership is involved in routine litigation, including foreclosures, but management anticipates no material adverse financial impact - The Partnership is periodically involved in routine litigation, including foreclosures, but no pending proceedings are expected to have a material adverse effect on its consolidated financial results[133] PART II Market for Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities The Partnership's BUCs trade on NASDAQ under "ATAX", with 60.8 million outstanding and future distributions at the General Partner's discretion - The Partnership's BUCs trade on the NASDAQ Global Select Market under the symbol "ATAX"[137] - As of December 31, 2019, there were 60,835,204 BUCs outstanding held by approximately 13,800 holders of record[137] - Future distributions are at the discretion of the General Partner, and distributions to BUCs are junior to distributions to the Series A Preferred Units[138] - Under the 2015 Equity Incentive Plan, 2,132,705 BUCs remain available for future issuance as of December 31, 2019[139] Selected Financial Data In 2019, total assets increased to $1.03 billion, but total revenues decreased to $62.3 million, and net income fell to $30.5 million, resulting in lower earnings per BUC despite stable distributions Selected Financial Data Comparison (2018 vs. 2019) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Total assets | $1,029,168,508 | $982,713,246 | | Total debt, net | $576,199,667 | $568,777,140 | | Total revenues | $62,318,013 | $81,355,576 | | Net income | $30,492,151 | $41,139,529 | | BUC holders' interest in net income per BUC | $0.42 | $0.60 | | Distributions declared, per BUC | $0.50 | $0.50 | Management's Discussion and Analysis of Financial Condition and Results of Operations In 2019, total revenues and net income declined due to reduced interest income and absence of prior year real estate gains, despite growth in other investments, while maintaining liquidity and covering distributions Segment Net Income (Loss) Comparison (in thousands) | Segment | 2019 (in thousands) | 2018 (in thousands) | $ Change (in thousands) | % Change | | :--- | :--- | :--- | :--- | :--- | | Mortgage Revenue Bond Investments | $3,835 | $22,048 | $(18,213) | -82.6% | | MF Properties | $(964) | $3,677 | $(4,641) | -126.2% | | Public Housing Capital Fund Trusts | $958 | $406 | $552 | 136.0% | | Other Investments | $26,664 | $15,009 | $11,655 | 77.7% | - The decrease in total revenues was driven by a $6.3 million drop in contingent interest income and a $6.8 million drop in other interest income, largely from non-recurring events in 2018, partially offset by a $13.2 million increase in gains on the sale of investments in unconsolidated entities[191][192][193][197] - General and administrative expenses increased by $2.5 million, primarily due to a $1.8 million increase in restricted unit compensation expense recognized upon the change of control when Greystone acquired the General Partner[201] - The Partnership's leverage ratio was approximately 61% as of December 31, 2019, used to enhance returns and managed under a 75% constraint set by the Board[226][227] Cash Available for Distribution (CAD) Reconciliation Summary (in thousands) | | 2019 (in thousands) | 2018 (in thousands) | | :--- | :--- | :--- | | Net income | $30,492 | $41,140 | | Adjustments (Depreciation, RUA expense, etc.) | $3,896 | $4,428 | | Total CAD | $34,388 | $43,568 | | Total CAD per BUC, basic | $0.57 | $0.73 | | Distributions declared, per BUC | $0.50 | $0.50 | - The Partnership identified VIEs, Fair Value of Financial Instruments, and Impairment of securities, real estate, and investments as critical accounting policies requiring significant judgment and estimation[242] Quantitative and Qualitative Disclosures About Market Risk The Partnership's main market risks are interest rate and credit risk, with a 43% MRB concentration in Texas, mitigated by interest rate caps, where a 100 basis point rate increase could reduce net interest income by $0.9 million - The primary market risks are identified as interest rate risk and credit risk, associated with the MRB portfolio and related debt financing[259] Geographic Concentration of MRB Portfolio | State | % of Total MRB Principal (Dec 31, 2019) | | :--- | :--- | | Texas | 43% | | California | 18% | | South Carolina | 17% | - A sensitivity analysis on MRB fair value indicates that a 10% adverse change (increase) in the effective yields used for valuation would result in an additional unrealized loss of approximately $21.2 million[266] - The Partnership uses interest rate cap agreements to hedge against rising interest rates on its variable-rate debt, holding six such agreements as of December 31, 2019, covering a significant portion of its variable debt[268] - An interest rate sensitivity analysis indicates that a 100 basis point parallel upward shift in interest rates would result in an estimated decrease of $899,133 in net interest income over the next twelve months[269] Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for 2019 and 2018, including balance sheets, income statements, and cash flows, along with detailed notes on accounting policies, investments, debt, and subsequent events - The independent auditor, PricewaterhouseCoopers LLP, issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2019[276] Consolidated Balance Sheet Highlights | Account | Dec 31, 2019 ($) | Dec 31, 2018 ($) | | :--- | :--- | :--- | | Total Assets | $1,029,168,508 | $982,713,246 | | Mortgage revenue bonds, at fair value (total) | $773,597,465 | $732,153,435 | | Total Liabilities | $592,843,818 | $583,897,129 | | Total Partners' Capital | $341,938,263 | $304,465,741 | Consolidated Statement of Operations Highlights | Account | Year Ended Dec 31, 2019 ($) | Year Ended Dec 31, 2018 ($) | | :--- | :--- | :--- | | Total revenues | $62,318,013 | $81,355,576 | | Total expenses | $47,921,672 | $48,092,660 | | Gain on sale of investments in unconsolidated entities | $16,141,797 | $2,904,087 | | Net income | $30,492,151 | $41,139,529 | | BUC holders' interest in net income per BUC | $0.42 | $0.60 | - On September 10, 2019, affiliates of Greystone acquired all partnership interests in AFCA 2, the Partnership's General Partner, and this change of control triggered the immediate vesting of all outstanding Restricted Unit Awards (RUAs)[461][465] - Subsequent to year-end, in January 2020, the Partnership sold all of its PHC Certificate Trusts for approximately $43.3 million and paid off the related debt, and in February 2020, it refinanced The 50/50 MF Property mortgage loan, extending the maturity to 2027 and fixing the interest rate at 4.35%[495][497] Controls and Procedures The CEO and CFO concluded that the Partnership's disclosure controls and internal control over financial reporting were effective as of December 31, 2019 - The CEO and CFO concluded that the Partnership's disclosure controls and procedures were effective as of December 31, 2019[499] - Management concluded that the Partnership's internal control over financial reporting was effective as of December 31, 2019, based on the COSO framework, and this assessment was audited by PricewaterhouseCoopers LLP[501][502] PART III Directors, Executive Officers and Corporate Governance The Partnership is managed by Greystone AF Manager LLC, whose Board of Managers, including an independent Audit Committee, serves as directors, overseeing executive officers and adhering to a Code of Business Conduct and Ethics - Effective September 10, 2019, Greystone AF Manager LLC became the general partner of AFCA 2 (the Partnership's General Partner), and its Board of Managers began acting as the directors of the Partnership[506] - The Partnership's executive officers as of year-end 2019 were Chad L. Daffer (CEO), Jesse A. Coury (CFO), and Kenneth C. Rogozinski (CIO)[507] - The Board of Managers of Greystone Manager has an Audit Committee composed of three independent members: Steven C. Lilly, W. Kimball Griffith, and William P. Mando, Jr., with Mr. Lilly and Mr. Mando designated as "audit committee financial experts"[509][526][527] Executive Compensation Executive compensation is primarily determined and paid by Greystone Manager, with the Partnership's direct compensation limited to equity awards, all of which vested in 2019 due to a change of control - Executive officer compensation is determined and paid by the General Partner's parent (Greystone Manager), not the Partnership, and the Partnership's direct compensation is limited to equity awards[532] 2019 Named Executive Officer Compensation from Partnership Equity Plans | Name and Principal Position | Year | Unit Awards ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Chad L. Daffer, CEO | 2019 | 533,828 | 476,876 | 1,010,704 | | Craig S. Allen, former CFO | 2019 | 505,035 | 386,975 | 892,010 | | Kenneth C. Rogozinski, CIO | 2019 | - | - | - | - All outstanding Restricted Unit Awards (RUAs) vested on September 10, 2019, due to the change in control of the Partnership's General Partner, resulting in no outstanding equity awards for named executive officers as of December 31, 2019[536][546] - The 2015 Equity Incentive Plan allows for various types of awards, with 2,132,705 BUCs available for future issuance as of year-end 2019[544] Security Ownership of Certain Beneficial Owners and Management No single entity beneficially owns over 5% of BUCs, while management collectively holds less than 1%, with CEO Chad L. Daffer being the largest individual holder - No person is known by the Partnership to beneficially own more than 5% of its BUCs[554] Beneficial Ownership of BUCs by Management (as of Feb 24, 2020) | Name | BUCs Beneficially Owned | Percent of Class | | :--- | :--- | :--- | | Chad L. Daffer, CEO | 311,059 | * | | Jesse A. Coury, CFO | 13,755 | * | | W. Kimball Griffith, Manager | 48,307 | * | | All current executive officers and Managers as a group (10 persons) | 373,121 | * | Certain Relationships and Related Transactions, and Director Independence The Partnership engages in related party transactions with its General Partner and affiliates, including $5.1 million in reimbursements, $3.6 million in administrative fees, and $1.4 million in investment placement fees, all reviewed by the Audit Committee - The Audit Committee of Greystone Manager is responsible for reviewing and approving all related party transactions[559] - In 2019, the Partnership reimbursed its General Partner and affiliates approximately $5.1 million for allocated salaries, benefits, and general and administrative expenses[562] - The Partnership paid its General Partner, AFCA 2, administrative fees totaling approximately $3.6 million in 2019[563] - AFCA 2 received approximately $1.4 million in investment/mortgage placement fees from borrowers in connection with the Partnership's acquisition of certain MRBs and investments in unconsolidated entities[566] Principal Accountant Fees and Services PwC served as the independent auditor, with the Audit Committee pre-approving all services, resulting in aggregate fees of approximately $1.33 million in 2019 and $1.19 million in 2018 Accountant Fees Billed by PwC | Fee Type | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Audit Fees | $1,064,000 | $995,563 | | Tax Fees | $261,881 | $193,978 | | All Other Fees | $2,763 | - | | Total | $1,328,644 | $1,189,541 | - All services provided by PwC during 2019 were pre-approved by the Audit Committee in accordance with its policy[568] PART IV Exhibits and Financial Statement Schedules This section details the financial statements and a comprehensive list of exhibits, including governance documents, material contracts, equity plans, and CEO/CFO certifications, filed as part of the Annual Report on Form 10-K - The filing includes the Partnership's consolidated financial statements for the years ended December 31, 2019 and 2018[571][572] - A list of 51 exhibits is provided, incorporating by reference or filing herewith key agreements such as the Partnership Agreement, debt financing agreements with Freddie Mac (TEBS), credit agreements with Bankers Trust, and the 2015 Equity Incentive Plan[573][574][575][576] - Certifications by the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed as exhibits[579]