Greystone Housing Impact Investors LP(GHI) - 2021 Q2 - Quarterly Report

PART I – FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, partners' capital, and cash flows, along with detailed notes Condensed Consolidated Balance Sheets The balance sheets provide a snapshot of the Partnership's financial position, detailing assets, liabilities, and partners' capital at specific points in time Condensed Consolidated Balance Sheets (in US Dollars) | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash and cash equivalents | $52,065,319 | $44,495,538 | | Restricted cash | $83,804,035 | $78,495,048 | | Governmental issuer loans held in trust | $130,404,790 | $64,863,657 | | Net real estate assets | $63,330,579 | $59,041,202 | | Investments in unconsolidated entities | $91,790,880 | $106,878,570 | | Total Assets | $1,233,985,859 | $1,175,247,879 | | Total Liabilities | $793,748,909 | $721,053,360 | | Total Partners' Capital | $345,796,448 | $359,772,042 | - Total assets increased by approximately $58.7 million from December 31, 2020, to June 30, 2021, primarily driven by a significant increase in governmental issuer loans held in trust[13] Condensed Consolidated Statements of Operations The statements of operations present the Partnership's revenues, expenses, and net income over specific periods, highlighting profitability drivers Condensed Consolidated Statements of Operations (in US Dollars) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $16,406,496 | $14,478,419 | $30,793,984 | $28,214,554 | | Total expenses | $11,497,613 | $9,792,067 | $21,701,096 | $21,951,054 | | Gain on sale of investments in unconsolidated entities | $5,463,484 | $- | $8,272,590 | $- | | Net income available to Partners | $9,546,917 | $3,870,586 | $15,822,008 | $6,134,580 | | BUC holders' interest in net income per BUC, basic and diluted | $0.13 | $0.06 | $0.22 | $0.10 | - Net income available to Partners significantly increased for both the three and six months ended June 30, 2021, primarily due to substantial gains on the sale of investments in unconsolidated entities[16] Condensed Consolidated Statements of Comprehensive Income These statements detail net income and other comprehensive income components, such as unrealized gains or losses on securities, to arrive at total comprehensive income Condensed Consolidated Statements of Comprehensive Income (in US Dollars) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income | $10,264,680 | $4,588,348 | $17,257,534 | $7,570,105 | | Unrealized gain (loss) on securities | $1,933,172 | $20,971,649 | $(14,365,625) | $13,913,913 | | Comprehensive income | $12,279,458 | $25,559,997 | $2,852,545 | $20,447,383 | - Comprehensive income for the six months ended June 30, 2021, decreased significantly compared to the prior year, primarily due to an unrealized loss on securities in 2021 versus a gain in 2020[18] Condensed Consolidated Statements of Partners' Capital The statements of partners' capital track changes in equity, including net income, distributions, and other equity transactions affecting partners' interests Condensed Consolidated Statements of Partners' Capital (in US Dollars) | Metric | December 31, 2020 | June 30, 2021 | | :--- | :--- | :--- | | Balance as of period start | $359,772,042 | $359,772,042 | | Distributions paid or accrued | $(6,210,420) | $(6,210,420) | | Net income allocable to Partners | $15,822,008 | $15,822,008 | | Repurchase of BUCs | $(1,363,736) | $(1,363,736) | | Unrealized loss on securities | $(16,298,797) | $(16,298,797) | | Balance as of period end | $345,796,448 | $345,796,448 | - Partners' Capital decreased from $359.8 million at December 31, 2020, to $345.8 million at June 30, 2021, primarily due to unrealized losses on securities and BUC repurchases, partially offset by net income allocable to partners[20] Condensed Consolidated Statements of Cash Flows These statements categorize cash inflows and outflows from operating, investing, and financing activities, providing insights into liquidity and solvency Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30, in US Dollars) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $15,563,183 | $8,941,230 | | Net cash used in investing activities | $(56,262,246) | $(3,406,388) | | Net cash provided by (used in) financing activities | $53,577,831 | $(11,596,102) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $12,878,768 | $(6,061,260) | | Cash, cash equivalents and restricted cash at end of period | $135,869,354 | $37,124,721 | - The Partnership experienced a net increase in cash, cash equivalents, and restricted cash of $12.9 million for the six months ended June 30, 2021, a significant improvement from a net decrease of $6.1 million in the prior year, driven by increased cash from financing activities[23] Notes to Condensed Consolidated Financial Statements These notes provide essential details and explanations for the financial statements, covering accounting policies, financial instruments, and other disclosures 1. Basis of Presentation This note outlines the Partnership's formation, primary business activities, and the types of investments it holds - The Partnership was formed on April 2, 1998, to acquire, hold, sell, and deal with a portfolio of mortgage revenue bonds (MRBs) for affordable multifamily and student housing, and commercial properties[25] - It also invests in governmental issuer loans (GILs) for affordable multifamily properties, with interest expected to be tax-exempt[25] - America First Capital Associates Limited Partnership Two ("AFCA 2") is the Partnership's sole general partner, with Greystone AF Manager LLC as AFCA 2's general partner[26] 2. Summary of Significant Accounting Policies This note details the key accounting principles and methods applied in preparing the financial statements, including consolidation and impairment assessments - The Partnership consolidates its wholly-owned subsidiaries and variable interest entities (VIEs) where it is deemed the primary beneficiary, eliminating all intercompany transactions[28][29] - Restricted cash is legally restricted for use, primarily as collateral for secured lines of credit, total return swap transactions, and TEBS Financing facilities, as well as for resident security deposits and property reserves[30] - The Partnership periodically reviews MRBs, GILs, and taxable GILs for other-than-temporary impairment, recognizing credit losses through earnings based on the present value of expected cash flows[31][33][37] - COVID-19 has caused slight declines in occupancy and operating results at Residential Properties, with significant impacts noted for Provision Center 2014-1 MRB and Live 929 Apartments MRB[41][42] - ASU 2016-13, 'Financial Instruments – Credit Losses (Topic 326),' is effective for the Partnership on January 1, 2023, and the Partnership is developing data collection and assessment procedures for its implementation[43] 3. Partnership Income, Expenses and Cash Distributions This note explains the allocation of net interest income and residual proceeds among partners and BUC holders, and distribution entitlements - Holders of Series A Preferred Units are entitled to fixed distributions of 3.0% per annum prior to other Unitholders[47] - Net Interest Income (Tier 1) is allocated 99% to limited partners and BUC holders and 1% to the General Partner[48] - Net Interest Income (Tier 2) and Net Residual Proceeds (Tier 2) are allocated 75% to limited partners and BUC holders and 25% to the General Partner[48] 4. Net income per BUC This note presents the calculation of basic and diluted net income per Beneficial Unit Certificate (BUC), a key metric for unitholders - The Partnership disclosed basic and diluted net income per BUC, with no dilutive BUCs for the three and six months ended June 30, 2021 and 2020[49] 5. Variable Interest Entities This note identifies the Partnership's consolidated and non-consolidated variable interest entities (VIEs) and details the maximum exposure to loss - The Partnership consolidates TOB, Term TOB, and TEBS financings, as well as investments in Vantage at Hutto and Vantage at Fair Oaks, as variable interest entities (VIEs) where it is the primary beneficiary[50][52][53][54] Maximum Exposure to Loss from Variable Interests (in US Dollars) | Variable Interest | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Mortgage revenue bonds | $22,258,000 | $20,763,500 | | Governmental issuer loans | $130,404,790 | $64,863,657 | | Property loans | $9,855,888 | $5,327,342 | | Taxable governmental issuer loan | $1,000,000 | $- | | Investment in unconsolidated entities | $91,790,880 | $106,878,570 | | Total Maximum Exposure to Loss | $255,309,558 | $197,833,069 | - The Partnership held variable interests in 26 non-consolidated VIEs as of June 30, 2021, with a maximum exposure to loss of $255.3 million, an increase from $197.8 million at December 31, 2020[56] 6. Mortgage Revenue Bonds This note provides details on the Partnership's mortgage revenue bond (MRB) portfolio, including fair values, credit loss provisions, and recent activities Mortgage Revenue Bonds (Fair Value, in US Dollars) | MRB Type | June 30, 2021 (Fair Value) | December 31, 2020 (Fair Value) | | :--- | :--- | :--- | | Held in trust | $760,538,644 | $768,468,644 | | Held by Partnership | $17,451,452 | $25,963,841 | | Total | $777,990,096 | $794,432,485 | - The Partnership recognized a provision for credit loss of approximately $900,000 for the three and six months ended June 30, 2021, related to the Provision Center 2014-1 MRB due to the borrower's Chapter 11 bankruptcy filing[63] - In April 2021, the Partnership acquired the Jackson Manor Apartments MRB for $4.15 million[65] - In March 2021, it redeemed two Arby Road Apartments - Series A MRBs totaling $7.385 million[66] 7. Governmental Issuer Loans This note describes the Partnership's governmental issuer loans (GILs), which provide construction financing for affordable multifamily properties - Governmental issuer loans (GILs) provide construction financing for affordable multifamily properties, with interest expected to be tax-exempt[70] - They are secured by the borrower's non-recourse obligation and share a first mortgage lien position with associated property loans[70] Governmental Issuer Loans (in US Dollars) | Metric | June 30, 2021 | | :--- | :--- | | Amortized Cost | $130,404,790 | | Maximum Remaining Commitment | $71,240,833 | - During January 2021, the Partnership entered into multiple GIL commitments totaling $94.6 million to provide construction financing for underlying properties on a draw-down basis[76][77] 8. Real Estate Assets This note details the Partnership's real estate assets, including land and improvements, and highlights recent acquisitions and impairment charges Real Estate Assets (in US Dollars) | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Land and improvements | $10,464,403 | $4,875,265 | | Buildings and improvements | $72,373,113 | $72,316,152 | | Net real estate assets | $63,330,579 | $59,041,202 | - In June 2021, Vantage at Fair Oaks, a consolidated VIE, purchased a parcel of land in Boerne, TX, for approximately $2.5 million for potential future multifamily development[81] - The land held for development in Gardner, KS, was listed for sale as of June 30, 2021, following an impairment charge of $25,200 recorded in the second quarter of 2020[81][82] 9. Investments in Unconsolidated Entities This note provides information on the Partnership's investments in unconsolidated entities, including carrying values, equity commitments, and recent sales Investments in Unconsolidated Entities (in US Dollars) | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Carrying Value | $91,790,880 | $106,878,570 | | Maximum Remaining Equity Commitment | $33,582,749 | N/A | - The Partnership sold its investments in Vantage at Germantown (March 2021) and Vantage at Powdersville (May 2021), receiving approximately $16.1 million and $20.1 million in cash, respectively, and recognizing significant gains on sale[85][87] - New equity commitments were executed in April and May 2021 for Vantage at Loveland ($16.3 million) and Vantage at Helotes ($12.6 million) multifamily properties[86] 10. Property Loans, Net of Loan Loss Allowances This note details the Partnership's property loans, including outstanding balances, loan loss allowances, and new loan commitments Property Loans, Net of Loan Loss Allowances (in US Dollars) | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Outstanding Balance | $26,084,427 | $21,225,765 | | Loan Loss Allowance | $(8,635,162) | $(8,305,046) | | Property Loan Principal, net of allowance | $17,449,265 | $12,920,719 | | Maximum Remaining Commitment | $119,690,203 | N/A | - A provision for loan loss of approximately $330,000 was recognized for the Live 929 Apartments property loan for the three and six months ended June 30, 2021, as collectibility was deemed improbable[95] - The Partnership committed to provide property loans for Legacy Commons at Signal Hills and Hilltop at Signal Hills, totaling $2.0 million in outstanding balance as of June 30, 2021[96] 11. Income Tax Provision This note presents the income tax expense for the Partnership's consolidated subsidiary, Greens Hold Co, for the reported periods Income Tax Provision (in US Dollars) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Current income tax expense | $127,129 | $98,964 | $143,614 | $141,299 | | Deferred income tax benefit | $(19,442) | $(960) | $(35,670) | $(31,881) | | Total income tax expense | $107,687 | $98,004 | $107,944 | $109,418 | - The Greens Hold Co, a wholly-owned subsidiary, reported total income tax expense of approximately $108,000 for both the three and six months ended June 30, 2021[100] 12. Other Assets This note lists other assets, including deferred financing costs, derivative instruments, and taxable governmental issuer loans, and highlights recent acquisitions Other Assets (in US Dollars) | Asset | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Deferred financing costs, net | $1,291,123 | $390,649 | | Fair value of derivative instruments | $321,372 | $321,503 | | Taxable mortgage revenue bonds, at fair value | $1,462,862 | $1,510,437 | | Taxable governmental issuer loan held in trust | $1,000,000 | $- | | Bond purchase commitments, at fair value | $392,515 | $431,879 | | Total other assets | $7,376,928 | $5,908,584 | - The Partnership acquired a taxable governmental issuer loan held in trust for $1.0 million during the six months ended June 30, 2021, with a remaining funding commitment of $9.573 million for Hope on Avalon[101][103] 13. Accounts Payable, Accrued Expenses and Other Liabilities This note details various current liabilities, including accounts payable, accrued expenses, and operating lease liabilities, and outlines ground lease obligations Accounts Payable, Accrued Expenses and Other Liabilities (in US Dollars) | Liability | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Accounts payable | $333,300 | $94,674 | | Accrued expenses | $2,704,528 | $2,755,010 | | Accrued interest expense | $3,791,711 | $3,433,247 | | Operating lease liabilities | $2,150,982 | $2,149,001 | | Total accounts payable, accrued expenses and other liabilities | $10,664,337 | $9,949,565 | - The 50/50 MF Property has a ground lease with the University of Nebraska-Lincoln, requiring minimum aggregate annual payments of approximately $135,000, increasing 2-3% annually[104] 14. Unsecured Lines of Credit This note provides information on the Partnership's unsecured lines of credit, including commitments, outstanding balances, and recent terminations Unsecured Lines of Credit (in US Dollars) | Line of Credit | Commitment | Outstanding (June 30, 2021) | Maturity | | :--- | :--- | :--- | :--- | | Bankers Trust non-operating | $50,000,000 | $- | June 2022 | - The Partnership terminated its $10 million unsecured operating line of credit in June 2021 upon closing a new secured line of credit, which offers greater flexibility[109][322] 15. Secured Line of Credit This note details the Partnership's new secured line of credit, including its commitment, outstanding balance, collateral, and compliance with financial covenants Secured Line of Credit (in US Dollars) | Line of Credit | Total Commitment | Outstanding (June 30, 2021) | Maturity | | :--- | :--- | :--- | :--- | | Secured line of credit | $40,000,000 | $6,500,000 | June 2023 (with extensions) | - The new secured line of credit, entered in June 2021, is secured by investments in unconsolidated entities, a mortgage on the Suites on Paseo MF Property, and a bank account, and is subject to a borrowing base calculation[112][113] - The Partnership must maintain a minimum liquidity of $5.0 million and a minimum consolidated tangible net worth of $100.0 million, and was in compliance with all covenants as of June 30, 2021[114] 16. Debt Financing This note provides comprehensive details on the Partnership's debt financings, including TEBS, Secured Notes, TOB Trusts, and Term TOB, along with their maturities Debt Financings, Net (in US Dollars) | Debt Type | June 30, 2021 (Outstanding, net) | December 31, 2020 (Outstanding, net) | | :--- | :--- | :--- | | TEBS Financings (Fixed) | $284,942,067 | $285,943,138 | | TEBS Financings (Variable) | $77,655,139 | $78,272,018 | | Secured Notes (Variable) | $102,944,935 | $103,086,756 | | TOB Trusts (Variable) | $268,099,234 | $190,449,198 | | Term TOB (Fixed) | $12,969,836 | $13,001,530 | | Total Debt Financings, net | $741,532,707 | $673,957,640 | - The Partnership entered into new Mizuho TOB Trust financings totaling $27.735 million during the first six months of 2021[128] - In June 2021, the Morgan Stanley Term TOB financing maturity was extended from May 2022 to May 2024, and the interest rate was reduced from 3.53% to 1.98%[129] Contractual Maturities of Borrowings (in US Dollars) | Year | Contractual Maturities of Borrowings | | :--- | :--- | | Remainder of 2021 | $3,075,795 | | 2022 | $12,921,689 | | 2023 | $237,464,816 | | 2024 | $125,103,152 | | 2025 | $11,363,784 | | Thereafter | $354,283,139 | | Total | $744,212,375 | 17. Mortgages Payable and Other Secured Financing This note details the Partnership's mortgages payable and other secured financings, including outstanding balances and recent refinancing activities Mortgages Payable, Net (in US Dollars) | Mortgage Type | June 30, 2021 (Outstanding, net) | December 31, 2020 (Outstanding, net) | | :--- | :--- | :--- | | The 50/50 MF Property--TIF Loan | $2,335,034 | $2,521,308 | | The 50/50 MF Property--Mortgage | $23,210,393 | $23,463,564 | | Vantage at Fair Oaks--Mortgage | $1,418,897 | $- | | Total Mortgage Payable, net | $26,964,324 | $25,984,872 | - Vantage at Fair Oaks, a consolidated VIE, entered into a mortgage payable in June 2021 to fund the purchase of land for future multifamily development[136] - In February 2020, The 50/50 MF Property Mortgage and TIF loans were refinanced, extending maturities and decreasing interest rates[137] 18. Derivative Financial Instruments This note describes the Partnership's derivative financial instruments, including total return swaps and interest rate cap agreements, used for risk management - The Partnership has two total return swaps with Mizuho, with a combined notional amount of $103.3 million, which effectively reduce the net interest cost of the Secured Notes[143] - As of June 30, 2021, the Partnership is required to maintain cash collateral of approximately $14.0 million and $63.5 million for the two total return swaps, respectively[144] - An interest rate cap agreement with a notional amount of $77.3 million caps the SIFMA rate on the M31 TEBS financing at 4.5% to mitigate interest rate fluctuations[145] 19. Commitments and Contingencies This note outlines the Partnership's various funding commitments and guarantee agreements, detailing potential future obligations and maximum exposures Remaining Funding Commitments (June 30, 2021, in US Dollars) | Commitment Type | Remaining Funding Commitments (June 30, 2021) | | :--- | :--- | | Mortgage revenue bond | $10,925,000 | | Taxable mortgage revenue bond | $7,000,000 | | Governmental issuer loans | $71,240,833 | | Taxable governmental issuer loan | $9,573,000 | | Investments in unconsolidated entities | $33,582,749 | | Property loans | $119,690,203 | | Bond purchase commitments | $3,807,000 | | Total | $255,818,785 | - The Partnership has construction loan guarantees for Vantage at Stone Creek, Vantage at Coventry, and Vantage at Murfreesboro, with maximum exposures of approximately $15.25 million, $15.51 million, and $15.25 million, respectively[155] - Other guarantee agreements for LIHTC tax credit recapture and foreclosure have a maximum exposure of $3.01 million for Ohio Properties and $2.05 million for Greens of Pine Glen, LP[158] 20. Redeemable Series A Preferred Units and Redeemable Series A-1 Preferred Units This note provides details on the Partnership's Series A and Series A-1 Preferred Units, including outstanding amounts, redemption rights, and future exchange plans - The Partnership has 9,450,000 Series A Preferred Units outstanding, with a purchase price of $94.5 million[162] - These units are non-cumulative, non-voting, and non-convertible[162] - Holders of Series A Preferred Units have redemption rights starting from March 2022 through October 2023, at a price of $10.00 per unit plus declared and unpaid distributions[160][162] - Series A-1 Preferred Units have been designated for future exchange of Series A Preferred Units, with a registration statement declared effective in July 2021[159][332] 21. Restricted Unit Awards This note details the compensation expense recognized for Restricted Unit Awards (RUAs) and the remaining unrecognized expense to be amortized Compensation Expense for Restricted Unit Awards (in US Dollars) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Compensation expense for RUAs | $191,000 | $296,000 | $269,000 | $335,000 | - The unrecognized compensation expense related to nonvested Restricted Unit Awards (RUAs) was approximately $1.9 million as of June 30, 2021, expected to be recognized over a weighted average period of 1.2 years[165] 22. Transactions with Related Parties This note discloses transactions with related parties, including administrative fees, investment placement fees, and guarantee agreements with affiliates Related Party Transactions (in US Dollars) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | :--- | :--- | | Partnership administrative fees paid to AFCA 2 | $987,000 | $866,000 | $1,953,000 | $1,731,000 | | Investment/mortgage placement fees received by AFCA 2 | $1,528,000 | $321,000 | $2,782,000 | $863,000 | - Greystone Servicing Company LLC, an affiliate, has committed to purchase five of the Partnership's GILs at maturity, and Greystone Select Holdings LLC provided a deficiency guaranty for the Secured Credit Agreement[170][171] 23. Fair Value of Financial Instruments This note explains the fair value measurement of financial instruments, categorizing them by valuation input levels and providing effective yields - Investments in MRBs, taxable MRBs, bond purchase commitments, and derivative financial instruments are categorized as Level 3 assets due to the use of unobservable inputs in their valuation methodologies[177][179] Weighted Average Effective Yields | Security Type | June 30, 2021 (Weighted Average Effective Yield) | December 31, 2020 (Weighted Average Effective Yield) | | :--- | :--- | :--- | | Mortgage revenue bonds | 3.2% | 3.0% | | Taxable mortgage revenue bonds | 7.7% | 7.3% | | Bond purchase commitments | 3.5% | 3.5% | Assets at Fair Value, Net (June 30, 2021, in US Dollars) | Asset Type | Fair Value (June 30, 2021) | | :--- | :--- | | Mortgage revenue bonds, held in trust | $760,538,644 | | Mortgage revenue bonds | $17,451,452 | | Bond purchase commitments | $392,515 | | Taxable mortgage revenue bonds | $1,462,862 | | Derivative financial instruments | $321,372 | | Total Assets at Fair Value, net | $780,166,845 | 24. Segments This note outlines the Partnership's four reportable segments, detailing their investment focus, financing activities, and financial performance - The Partnership has four reportable segments: Mortgage Revenue Bond Investments, Other Investments, MF Properties, and Public Housing Capital Fund Trusts[191] - The Public Housing Capital Fund Trusts segment ceased activity after January 2020[196] - The Mortgage Revenue Bond Investments segment includes 76 MRBs and 7 GILs, financing 10,995 and 1,267 rental units, respectively, plus one commercial property[193] Segment Performance (Six Months Ended June 30, 2021, in US Dollars) | Segment (Six Months Ended June 30, 2021) | Total Revenues | Net Income (Loss) | | :--- | :--- | :--- | | Mortgage Revenue Bond Investments | $21,829,270 | $3,840,236 | | Other Investments | $5,482,017 | $13,710,611 | | MF Properties | $3,482,697 | $(293,313) | | Public Housing Capital Fund Trusts | $- | $- | 25. Subsequent Events This note discloses significant events occurring after the reporting period, including MRB redemptions, new loan commitments, and equity offering developments - In July 2021, the Partnership redeemed Rosewood Townhomes and South Pointe Apartments MRBs totaling $32.38 million in principal, expecting to recognize approximately $1.8 million in contingent interest income in Q3 2021[199][200] - Related TOB Trust financings were collapsed and redeemed in full in July 2021, incurring a one-time fee of approximately $187,000[201] - The Partnership committed to fund a new GIL and property loan for Osprey Village in July 2021, with initial funding of $3.955 million and a remaining commitment of $81.545 million[202] - The registration statement for Series A-1 Preferred Units was declared effective in July 2021, allowing for exchange of Series A Preferred Units, and a Capital on Demand™ Sales Agreement was entered to sell up to $30 million in BUCs[203][204] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Partnership's financial condition and results of operations, including critical accounting policies, business segments, recent activities, COVID-19 impact, and liquidity Critical Accounting Policies This section highlights the significant estimates and assumptions management makes in preparing financial statements, particularly for fair value and impairment assessments - The preparation of financial statements requires management to make significant estimates and assumptions, particularly in determining the fair value of MRBs, investment impairments, real estate asset impairments, and allowances for loan losses[206][207] Partnership Summary This section reiterates the Partnership's core purpose of acquiring mortgage revenue bonds and governmental issuer loans for affordable housing, and its operational segments - The Partnership's primary purpose is to acquire a portfolio of mortgage revenue bonds (MRBs) and governmental issuer loans (GILs) for affordable multifamily and commercial properties, with interest expected to be tax-exempt[208] - The Partnership operates through four reportable segments: Mortgage Revenue Bond Investments, Other Investments, MF Properties, and Public Housing Capital Fund Trusts, with the latter ceasing activity in January 2020[210] Corporate Responsibility This section outlines the Partnership's commitment to environmental, social, and governance (ESG) policies, including affordable housing support and corporate governance practices - The Partnership is committed to corporate responsibility and developing environmental, social, and governance (ESG) policies, aiming to minimize environmental impact, support affordable housing, and promote diversity, equity, and inclusion (DEI)[211][212][213][215] - The Greystone Manager Board of Managers is committed to corporate governance, aligning with unitholder interests and meeting NASDAQ and SEC listing rules, with independent audit committee members[216] Recent Developments This section summarizes the Partnership's recent investment and financing activities, including advances, acquisitions, redemptions, and new credit facilities Recent Investment Activity This section details recent advances in mortgage revenue bonds, governmental issuer loans, land acquisitions, and investments in unconsolidated entities Recent Investment Activity (in thousands of US Dollars) | Investment Activity (in 000's) | Three Months Ended June 30, 2021 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Mortgage revenue bond advances | $6,880 | $2,072 | | Governmental issuer loan advances | $26,474 | $39,068 | | Land acquisition for future development | $1,054 | N/A | | Investments in unconsolidated entities | $11,641 | $1,426 | | Return of investment in unconsolidated entity upon sale | $10,736 | $10,425 | | Property loan advances | $1,859 | $3,000 | | Mortgage revenue bond redemptions | N/A | $7,385 | | Taxable governmental issuer loan advance | N/A | $1,000 | Recent Financing Activity This section outlines recent financing activities, including net borrowings on secured lines of credit, proceeds from TOB financings, and the termination of unsecured lines of credit Recent Financing Activity (in thousands of US Dollars) | Financing Activity (in 000's) | Three Months Ended June 30, 2021 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net borrowing on secured LOC | $6,500 | N/A | | Proceeds from TOB financings with Mizuho | $30,983 | $39,594 | | Termination of unsecured operating LOC | $- | N/A | | Net repayment on unsecured LOCs | N/A | $7,475 | Effects of COVID-19 This section assesses the impact of the COVID-19 pandemic on rental collections, property occupancy, and the financial performance of specific investments - Rental collections for MRB Residential Properties averaged 93% in May and June 2021, and 91% in July 2021 (excluding California properties, which averaged 95-96%)[222] - Live 929 Apartments (student housing) was 59% occupied as of June 30, 2021, but 87% pre-leased for Fall 2021, with the MRB operating under a forbearance agreement for principal payments through December 2021[225] - The borrower of the Provision Center 2014-1 MRB filed for Chapter 11 bankruptcy in December 2020 due to negative impacts from COVID-19 on patient volume and revenues[226] - GILs and investments in unconsolidated entities under construction have not experienced material supply chain disruptions or cost overruns due to COVID-19 to date[227][228] Mortgage Revenue Bond Investments Segment This section analyzes the financial performance of the Mortgage Revenue Bond Investments segment, including revenues, interest expense, and net income, highlighting key drivers Mortgage Revenue Bond Investments Segment Performance (in thousands of US Dollars) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $11,034 | $10,247 | $21,829 | $20,453 | | Interest expense | $5,036 | $4,597 | $9,980 | $10,096 | | Segment net income | $1,291 | $2,301 | $3,840 | $2,742 | - Total revenues for Q2 2021 increased by 7.7% YoY, primarily due to a $904,000 increase in interest income from GIL investments[235] - Segment net income decreased by 43.9% YoY due to increased credit/loan loss provisions and general and administrative expenses[236] - For H1 2021, total revenues increased by 6.7% YoY, mainly from a $1.6 million increase in GIL interest income[244] - Segment net income increased by 40.0% YoY, driven by a decrease in the provision for credit loss and slightly lower interest expense[245] Other Investments Segment This section reviews the financial performance of the Other Investments segment, focusing on total revenues, gains on asset sales, and segment net income Other Investments Segment Performance (in thousands of US Dollars) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $3,584 | $2,374 | $5,482 | $3,778 | | Gain on sale of investments in unconsolidated entities | $5,463 | $- | $8,273 | $- | | Segment net income | $9,004 | $2,372 | $13,711 | $3,776 | - Total revenues for Q2 2021 increased by 51.0% YoY, and segment net income surged by 279.6% YoY, primarily driven by a $5.463 million gain on the sale of Vantage at Powdersville[255][256] - For H1 2021, total revenues increased by 45.1% YoY, and segment net income rose by 263.1% YoY, largely due to $8.273 million in gains from the sales of Vantage at Germantown and Vantage at Powdersville[257][258] MF Properties Segment This section examines the financial performance of the MF Properties segment, including revenues, interest expense, and net loss, noting impacts from occupancy and refinancing MF Properties Segment Performance (in thousands of US Dollars) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $1,788 | $1,857 | $3,483 | $3,809 | | Interest expense | $282 | $292 | $564 | $614 | | Segment net loss | $(30) | $(86) | $(293) | $(338) | - Total revenues for H1 2021 decreased by 8.6% YoY due to lower average occupancy at The 50/50 and Suites on Paseo MF Properties, primarily impacted by COVID-19[262] - Interest expense for H1 2021 decreased by 8.1% YoY due to the refinancing of The 50/50 Mortgage and TIF loans at lower interest rates in February 2020[263] - Segment net loss improved for both Q2 and H1 2021 compared to the prior year, benefiting from lower interest expense and net savings from the closure of the bistro at Suites on Paseo[261][264] Public Housing Capital Fund Trusts Segment This section confirms the cessation of operations for the Public Housing Capital Fund Trusts segment following the sale of PHC Certificates in January 2020 - This segment had no reported operations for the three and six months ended June 30, 2021, as all activity ceased with the sale of PHC Certificates in January 2020[268] Discussion of Occupancy at Investment-Related Properties This section provides an overview of occupancy rates for various investment-related properties, distinguishing between stabilized, non-stabilized, and unconsolidated entities Non-Consolidated Residential Properties - Stabilized This section presents average physical and economic occupancy rates for stabilized non-consolidated residential properties, noting factors affecting performance Occupancy for Stabilized Non-Consolidated Residential Properties | Metric | June 30, 2021 | June 30, 2020 | | :--- | :--- | :--- | | Average Physical Occupancy | 93% | 95% | | Average Economic Occupancy (H1) | 88% | 91% | - Physical and economic occupancy for stabilized non-consolidated residential properties were slightly lower in H1 2021 compared to H1 2020, primarily due to Live 929 Apartments and properties in Texas[273] - Live 929 Apartments, a student housing property, experienced a significant decline in occupancy to 59% as of June 30, 2021, but is approximately 87% pre-leased for the Fall 2021 semester[274] Non-Consolidated Residential Properties - Not Stabilized This section explains that occupancy data is unavailable for non-stabilized residential properties due to ongoing construction or rehabilitation activities - As of June 30, 2021, nine properties were not stabilized due to ongoing construction or rehabilitation, and thus, physical and economic occupancy information was not available[276][280] MF Properties This section details the average physical and economic occupancy rates for MF Properties, highlighting the impact of the COVID-19 pandemic Occupancy for MF Properties | Metric | June 30, 2021 | June 30, 2020 | | :--- | :--- | :--- | | Average Physical Occupancy | 85% | 89% | | Average Economic Occupancy (H1) | 79% | 88% | - Physical and economic occupancy for MF Properties decreased in H1 2021 compared to H1 2020, primarily due to the effects of the COVID-19 pandemic on university-adjacent properties[284][285] Investments in Unconsolidated Entities This section provides an update on the construction and lease-up phases of various unconsolidated entity properties, noting potential future leasing challenges - Vantage Properties at Tomball, Loveland, and Helotes are currently under construction, while land for Vantage at Hutto, San Marcos, and Fair Oaks has been purchased with construction expected to begin later in 2021[288] - Other properties in the lease-up phase achieved increased occupancy in Q2 2021, but future leasing activities could face challenges if COVID-19 resurgences lead to shutdowns[288] Results of Operations This section provides a detailed analysis of the Partnership's revenues, other income, and expenses, explaining the drivers of financial performance Revenues and Other Income This section analyzes the components of total revenues and other income, including investment income, property revenues, and gains on asset sales Revenues and Other Income (in thousands of US Dollars) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Investment income | $14,298 | $12,401 | $26,686 | $23,946 | | Property revenues | $1,788 | $1,857 | $3,483 | $3,809 | | Other interest income | $321 | $220 | $625 | $448 | | Gain on sale of investments in unconsolidated entities | $5,463 | $- | $8,273 | $- | | Total Revenues and Other Income | $21,870 | $14,478 | $39,067 | $29,631 | - Total Revenues and Other Income increased by 51.1% for Q2 2021 and 31.8% for H1 2021, primarily driven by increased investment income from sales of unconsolidated entities and GIL investments[290][291][294] - Property revenues decreased for H1 2021 due to lower occupancy at MF Properties from COVID-19, while other interest income increased due to property loan advances[294][297] Expenses This section details the Partnership's expenses, including real estate operating costs, credit and loan loss provisions, interest expense, and general and administrative costs Expenses (in thousands of US Dollars) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Real estate operating | $761 | $855 | $1,768 | $2,030 | | Provision for credit loss | $900 | $465 | $900 | $1,822 | | Provision for loan loss | $330 | $- | $330 | $- | | Interest expense | $5,358 | $4,889 | $10,585 | $10,907 | | General and administrative | $3,464 | $2,846 | $6,750 | $5,745 | | Total Expenses | $11,498 | $9,792 | $21,701 | $21,951 | - Total expenses increased by 17.4% for Q2 2021, driven by higher provisions for credit and loan losses and increased general and administrative expenses (salaries, consulting, administration fees)[302][306] - Total expenses decreased by 1.1% for H1 2021, primarily due to a decrease in the provision for credit loss and lower effective interest rates on debt financing, partially offset by higher general and administrative expenses[308][311] Income Tax Expense This section reports the income tax expense incurred by The Greens Hold Co, a consolidated subsidiary, for the specified periods - The Greens Hold Co, a consolidated subsidiary, reported income tax expense of approximately $108,000 for both the three and six months ended June 30, 2021[312] Liquidity and Capital Resources This section discusses the Partnership's short-term and long-term liquidity requirements, key sources of capital, and compliance with leverage ratios and covenants - Short-term liquidity requirements include operational expenses, investment commitments, debt service, potential Series A Preferred Unit redemptions, and distribution payments, expected to be met by cash on hand, operating cash flows, and potential debt financing[315] - Long-term liquidity requirements include maturities of debt financings and mortgages payable, potential Series A Preferred Unit redemptions, and additional investments, expected to be met through refinancing, principal/interest proceeds, and asset sales[316] - Key liquidity sources include $52.0 million in unrestricted cash (as of June 30, 2021), a $50.0 million unsecured non-operating line of credit (fully available), and a $40.0 million secured line of credit ($33.5 million available)[317][321][324] - The Partnership has the option to reallocate up to $63.5 million of notional amount from one total return swap to another, which could generate an additional $41.3 million in net cash proceeds for general use[327] - The overall leverage ratio was approximately 68% as of June 30, 2021, below the target constraint of 75% set by the Board of Managers[355] Cash Available for Distribution This section defines Cash Available for Distribution (CAD), a non-GAAP measure, and presents its calculation and per-BUC amounts, reflecting operational performance - Cash Available for Distribution (CAD) is a non-GAAP measure used to assess operating performance, calculated by adjusting net income for non-cash expenses and certain distributions[356] Cash Available for Distribution (in US Dollars) | Metric | Q2 2021 | Q2 2020 | H1 2021 | H1 2020 | | :--- | :--- | :--- | :--- | :--- | | Net income | $10,264,680 | $4,588,348 | $17,257,534 | $7,570,105 | | Total CAD | $10,506,961 | $5,700,560 | $17,005,535 | $8,537,243 | | Total CAD per BUC, basic | $0.17 | $0.09 | $0.28 | $0.14 | | Distributions declared, per BUC | $0.11 | $0.06 | $0.20 | $0.185 | - Total CAD increased significantly for both the three and six months ended June 30, 2021, reflecting improved operating performance and non-cash adjustments[357] Off Balance Sheet Arrangements This section describes the Partnership's off-balance sheet arrangements, including collateralized investments and various commitments and guarantees - The Partnership holds MRBs and GILs collateralized by properties owned by entities not controlled by the Partnership, with no equity interest or guarantees of their obligations[361] - The Partnership has various commitments and guarantees, as detailed in Note 19, but does not anticipate these obligations to result in significant cash payments[362] Contractual Obligations This section outlines the Partnership's contractual obligations, primarily debt service, and its strategy for leveraging new investments with long-term securitization financings - The Partnership's contractual obligations, primarily debt service on lines of credit, debt financings, and mortgages payable, have only changed pursuant to contracts executed during the six months ended June 30, 2021[364][365] - The strategic objective is to leverage new MRB and GIL investments using long-term securitization financings to better match asset and liability durations and manage interest rate spreads[364] Recently Issued Accounting Pronouncements This section directs readers to Note 2 for details on recently issued accounting pronouncements that will be adopted in future periods - For a discussion of recently issued accounting pronouncements that will be adopted in future periods, refer to Note 2 to the Partnership's condensed consolidated financial statements[366] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the Partnership's exposure to market risks, including interest rate sensitivity and geographic concentration of its MRB portfolio, and assesses the potential impact of these risks on financial performance - A sensitivity analysis for Mortgage Revenue Bonds (MRBs) as of June 30, 2021, indicates that a 10% adverse change in effective yields would result in approximately $16.13 million in additional unrealized losses[368] Geographic Concentration of MRB Principal Outstanding | State | % of Total MRB Principal Outstanding (June 30, 2021) | | :--- | :--- | | Texas | 43% | | California | 17% | | South Carolina | 17% | - The Partnership's total costs of borrowing by investment type as of June 30, 2021, range from 1.1% to 9.1% for variable interest rates and 2.0% to 4.4% for fixed interest rates[371] Impact of Interest Rate Changes on Net Interest Income (12 months, in thousands of US Dollars) | Interest Rate Change | Impact on Net Interest Income (12 months, in 000's) | | :--- | :--- | | -25 basis points | $760,610 | | +50 basis points | $(1,504,544) | | +100 basis points | $(2,860,252) | | +150 basis points | $(4,046,362) | | +200 basis points | $(5,185,374) | Item 4. Controls and Procedures The Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2021, and reported no material changes in internal control over financial reporting during the quarter - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Partnership's disclosure controls and procedures and concluded they were effective as of June 30, 2021[375] - There were no material changes in the Partnership's internal control over financial reporting during the most recent fiscal quarter[376] PART II – OTHER INFORMATION This section includes disclosures on risk factors, unregistered sales of equity securities, and a comprehensive list of exhibits filed with the report Item 1A. Risk Factors This section incorporates by reference the risk factors from the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020, and states that no material changes have occurred for the six months ended June 30, 2021 - There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020, for the six months ended June 30, 2021[379] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Beneficial Unit Certificate (BUC) repurchase program authorized in May 2021, including the number of BUCs repurchased and the program's subsequent termination in June 2021 - The Board of Managers authorized a BUC repurchase program for up to 254,794 outstanding BUCs in May 2021[380] BUC Repurchase Program | Period | Total BUCs Purchased | Average Price Paid per BUC | | :--- | :--- | :--- | | May 1 - May 31, 2021 | 222,459 | $6.13 | - The BUC repurchase program was terminated in June 2021, with no further repurchases planned under the program[380] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including amendments to the partnership agreement, credit agreements, certifications, and XBRL data - Exhibits include the Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership, Credit Agreement, and Notes related to the secured line of credit[382] - Certifications of the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed[382] - The Condensed Consolidated Financial Statements and Notes are filed in iXBRL (Inline Extensible Business Reporting Language) format[382] SIGNATURES This section contains the official signatures of the registrant's authorized officers, certifying the accuracy and completeness of the Quarterly Report on Form 10-Q SIGNATURES This section contains the official signatures of the registrant's authorized officers, certifying the accuracy and completeness of the Quarterly Report on Form 10-Q - The report was duly signed on August 5, 2021, by Kenneth C. Rogozinski, Chief Executive Officer, and Jesse A. Coury, Chief Financial Officer, on behalf of America First Multifamily Investors, L.P[384][385]