~~0001059142 atax:TOBTrustMember atax:MizuhoCapitalMarketsLLCMember atax:TrustTwentyTwentyOneXFTwoThousandNineHundredAndThirtyNineMember 2021-01-01 2021-09-30~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~September 30, 2021~~March 31, 2022


☐	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: 000-24843

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

(Exact name of registrant as specified in its charter)


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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Beneficial Unit Certificates representing assignments of limited partnership interests in America First Multifamily Investors, L.P.	ATAX	The NASDAQ Stock Market, LLC

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

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

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


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

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

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

As of ~~September~~April 30, ~~2021,~~2022, the registrant had approximately ~~65,930,903~~22,017,914 Beneficial Unit Certificates representing assignments of limited partnership interests ~~in America First Multifamily Investors, L.P.~~ outstanding.

INDEX

~~INDEX~~

PART I – FINANCIAL INFORMATION


Item 1	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Partners’ Capital	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4544
Item 3	Quantitative and Qualitative Disclosures About Market Risk	7267
Item 4	Controls and Procedures	7470

PART II – OTHER INFORMATION
Item 1A	Risk Factors	7571
Item 6	Exhibits	7571
SIGNATURES		7672

Forward-Looking Statements

This Quarterly 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 America First Multifamily Investors, L.P.’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and in this report.

These forward-looking statements are subject, but not limited, to various risks and uncertainties, including those relating to:

•

defaults on the mortgage loans securing our mortgage revenue bonds (“MRBs”) and governmental issuer loans (“GILs”);

•

the competitive environment in which we operate;

•

risks associated with investing in multifamily, student, senior citizen residential properties and commercial properties;

•

general economic, geopolitical, and financial conditions, including the current and future impact of changing interest rates, inflation, international conflicts, and the novel coronavirus (“COVID-19”) on business operations, employment, and financial conditions;

•

changes in interest rates;

•

our ability to access debt and equity capital to finance our assets;

•

current maturities of our financing arrangements and our ability to renew or refinance such financing arrangements;

•

potential exercising of redemption rights by the holders of the Series A Preferred Units;

•

local, regional, national and international economic and credit market conditions;

•

recapture of previously issued Low Income Housing Tax Credits (“LIHTCs”) in accordance with Section 42 of the Internal Revenue Code (“IRC”);

•

geographic concentration of properties related to our investments; and

•

changes in the U.S. corporate tax code and other government regulations affecting our business.

•

~~defaults on the mortgage loans securing our mortgage revenue bonds (“MRBs”) and governmental issuer loans (“GILs”);~~

•

~~the competitive environment in which we operate;~~

•

~~risks associated with investing in multifamily, student, senior citizen residential properties and commercial properties;~~

•

changes in business conditions and the general economy, including the current and future impact of the novel coronavirus (“COVID-19”) on business operations, employment and government-mandated relief and mitigation measures;

•

~~changes in interest rates;~~

•

~~our ability to access debt and equity capital to finance our assets;~~

•

~~current maturities of our financing arrangements and our ability to renew or refinance such financing arrangements;~~

•

~~potential exercising of redemption rights by the holders of the Series A Preferred Units;~~

•

~~local, regional, national and international economic and credit market conditions;~~

•

~~recapture of previously issued Low Income Housing Tax Credits (“LIHTCs”) in accordance with Section 42 of the Internal Revenue Code (“IRC”);~~

•

~~geographic concentration within the MRB and GIL portfolio held by the Partnership; and~~

•

~~changes in the U.S. corporate tax code and other government regulations affecting our business.~~

Other risks, uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. We are not obligated to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise.

All references to “we,” “us,” “our” and the “Partnership” in this report mean America First Multifamily Investors, L.P. (“ATAX”), its wholly owned subsidiaries and its consolidated variable interest entities. 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.

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Assets:
Cash and cash equivalents	$	91,542,566		$	44,495,538		$	118,330,462		$	68,285,501
Restricted cash		83,257,569			78,495,048			44,125,301			83,646,969
Interest receivable, net		9,718,518			8,212,076			7,001,608			9,234,412
Mortgage revenue bonds held in trust, at fair value (Note 6)		727,826,133			768,468,644			714,524,298			750,934,848
Mortgage revenue bonds, at fair value (Note 6)		15,812,184			25,963,841			20,431,600			42,574,996
Governmental issuer loans (Note 7)		165,986,438			64,863,657			201,649,588			184,767,450
Real estate assets: (Note 8)
Land and improvements		7,991,156			4,875,265			7,411,079			7,411,079
Buildings and improvements		72,421,529			72,316,152			73,062,928			72,998,475
Real estate assets before accumulated depreciation		80,412,685			77,191,417			80,474,007			80,409,554
Accumulated depreciation		(20,181,951	)		(18,150,215	)		(21,379,622	)		(20,701,922	)
Net real estate assets		60,230,734			59,041,202			59,094,385			59,707,632
Investments in unconsolidated entities (Note 9)		89,644,649			106,878,570			107,679,013			107,793,522
Property loans, net of loan loss allowances (Note 10)		31,678,426			12,920,719			104,350,527			68,101,268
Other assets (Note 12)		8,804,302			5,908,584			18,715,506			10,862,885
Total Assets	$	1,284,501,519		$	1,175,247,879		$	1,395,902,288		$	1,385,909,483

Liabilities:
Accounts payable, accrued expenses and other liabilities (Note 13)	$	12,186,546		$	9,949,565		$	12,537,279		$	13,664,212
Distribution payable		7,831,176			3,686,283			9,721,430			12,757,459
Unsecured lines of credit (Note 14)		-			7,475,000
Secured lines of credit (Note 15)		6,500,000			-
Debt financing, net (Note 16)		760,632,414			673,957,640
Mortgages payable and other secured financing, net (Note 17)		25,429,450			25,984,872
Secured lines of credit (Note 14)								30,199,000			45,714,000
Debt financing, net (Note 15)								882,453,664			820,078,714
Mortgages payable and other secured financing, net (Note 16)								26,683,361			26,824,543
Total Liabilities		812,579,586			721,053,360			961,594,734			919,038,928

Commitments and Contingencies (Note 19)
Commitments and Contingencies (Note 18)

Redeemable Preferred Units, approximately $94.5 million redemption value, 9.5 million issued and outstanding, net (Note 20)		94,449,515			94,422,477
Redeemable Preferred Units, $94.5 million redemption value, 9.5 million issued and outstanding, net (Note 19)								94,467,522			94,458,528

Partnersʼ Capital:
General Partner (Note 1)		813,097			934,892			588,267			765,550
Beneficial Unit Certificates ("BUCs," Note 1)		376,659,321			358,837,150			339,251,765			371,646,477
Total Partnersʼ Capital		377,472,418			359,772,042			339,840,032			372,412,027
Total Liabilities and Partnersʼ Capital	$	1,284,501,519		$	1,175,247,879		$	1,395,902,288		$	1,385,909,483

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2021			2020			2021			2020			2022				2021
Revenues:
Investment income	$	13,619,994		$	12,043,313		$	40,305,861		$	35,988,555		$	14,403,403			$	12,388,241
Property revenues		1,811,778			1,548,931			5,294,475			5,358,132			1,927,001				1,694,524
Contingent interest income		1,848,825			-			1,848,825			12,043
Other interest income		401,304			238,185			1,026,724			686,253			2,875,967				304,723
Other income		-			9,518			-			9,518
Total revenues		17,681,901			13,839,947			48,475,885			42,054,501			19,206,371				14,387,488
Expenses:
Real estate operating (exclusive of items shown below)		1,239,614			1,454,985			3,007,979			3,484,783			1,064,562				1,007,840
Provision for credit loss (Note 6)		-			3,463,253			900,080			5,285,609
Provision for loan loss (Note 10)		-			811,706			330,116			811,706
Impairment charge on real estate assets		-			-			-			25,200
Depreciation and amortization		680,925			719,783			2,049,269			2,141,302			683,662				683,460
Interest expense		5,663,452			5,105,432			16,248,023			16,012,716			3,937,131				5,226,475
General and administrative		4,145,317			3,513,024			10,894,937			9,257,921			3,681,838				3,285,708
Total expenses		11,729,308			15,068,183			33,430,404			37,019,237			9,367,193				10,203,483
Other Income:
Gain on sale of securities		-			-			-			1,416,023
Gain on sale of investments in unconsolidated entities		6,954,649			-			15,227,239			-			16,439,750				2,809,106
Income (loss) before income taxes		12,907,242			(1,228,236	)		30,272,720			6,451,287
Income tax expense (benefit)		(81,142	)		(68,219	)		26,802			41,199
Net income (loss)		12,988,384			(1,160,017	)		30,245,918			6,410,088
Income before income taxes														26,278,928				6,993,111
Income tax expense														14,910				257
Net income														26,264,018				6,992,854
Redeemable Preferred Unit distributions and accretion		(717,762	)		(717,763	)		(2,153,288	)		(2,153,288	)		(717,744	)			(717,763	)
Net income (loss) available to Partners	$	12,270,622		$	(1,877,780	)	$	28,092,630		$	4,256,800
Net income available to Partners													$	25,546,274			$	6,275,091

Net income (loss) available to Partners allocated to:
Net income available to Partners allocated to:
General Partner	$	579,266		$	(18,778	)	$	2,722,908		$	(33,476	)	$	2,737,044			$	736,936
Limited Partners - BUCs		11,627,197			(1,879,096	)		25,268,441			4,239,515			22,729,198				5,526,202
Limited Partners - Restricted units		64,159			20,094			101,281			50,761			80,032				11,953
	$	12,270,622		$	(1,877,780	)	$	28,092,630		$	4,256,800		$	25,546,274			$	6,275,091
BUC holders' interest in net income (loss) per BUC, basic and diluted	$	0.19		$	(0.03	)	$	0.42		$	0.07
BUC holders' interest in net income per BUC, basic and diluted													$	1.03		*	$	0.27		*
Weighted average number of BUCs outstanding, basic		60,646,528			60,545,204			60,637,976			60,614,862			22,016,636		*		20,230,287		*
Weighted average number of BUCs outstanding, diluted		60,646,528			60,545,204			60,637,976			60,614,862			22,016,636		*		20,230,287		*

* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs. The amounts indicated in the Condensed Consolidated Statements of Operations have been adjusted to reflect the one-for-three reverse unit split on a retroactive basis.

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

2021

2020

Net income (loss)

$
12,988,384

$
(1,160,017
)

$
30,245,918

$
6,410,088

Reversal of net unrealized gains on sale of securities

-

-

-

(1,408,804
)
Reversal of net unrealized loss on securities to
provision for credit loss

-

280,711

-

652,880

Unrealized gain (loss) on securities

(4,586,145
)

18,000,520

(18,951,770
)

31,914,433

Unrealized gain (loss) on bond purchase commitments

8,708

256,222

(30,656
)

256,222

Comprehensive income

$
8,410,947

$
17,377,436

$
11,263,492

$
37,824,819


	For the Three Months Ended March 31,
	2022			2021
Net income	$	26,264,018		$	6,992,854
Unrealized loss on securities		(47,751,656	)		(16,298,797	)
Unrealized loss on bond purchase commitments		(819,081	)		(120,970	)
Comprehensive income (loss)	$	(22,306,719	)	$	(9,426,913	)

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

(UNAUDITED)

General Partner

# of BUCs -
Restricted and
Unrestricted

BUCs
- Restricted and
Unrestricted

Total

Accumulated Other
Comprehensive
Income (Loss)

Balance as of December 31, 2020

$
934,892

60,823,674

$
358,837,150

$
359,772,042

$
132,594,007

Distributions paid or accrued ($0.09 per BUC):

Regular distribution

(34,013
)

-

(3,367,301
)

(3,401,314
)

-

Distribution of Tier 2 income (Note 3)

(702,277
)

-

(2,106,829
)

(2,809,106
)

-

Net income allocable to Partners

736,936

-

5,538,155

6,275,091

-

Restricted unit compensation expense

781

-

77,333

78,114

-

Unrealized loss on securities

(162,988
)

-

(16,135,809
)

(16,298,797
)

(16,298,797
)
Unrealized loss on bond purchase commitments

(1,210
)

-

(119,760
)

(120,970
)

(120,970
)
Balance as of March 31, 2021

772,121

60,823,674

342,722,939

343,495,060

116,174,240

Distributions paid or accrued ($0.11 per BUC):

Regular distribution

(26,241
)

-

(2,597,816
)

(2,624,057
)

-

Distribution of Tier 2 income (Note 3)

(1,365,870
)

-

(4,097,614
)

(5,463,484
)

-

Net income allocable to Partners

1,406,706

-

8,140,211

9,546,917

-

Repurchase of BUCs

-

(222,459
)

(1,363,736
)

(1,363,736
)

-

Restricted units awarded

-

266,324

-

-

-

Restricted unit compensation expense

1,910

-

189,060

190,970

-

Unrealized gain on securities

19,332

-

1,913,840

1,933,172

1,933,172

Unrealized gain on bond purchase commitments

816

-

80,790

81,606

81,606

Balance as of June 30, 2021

808,774

60,867,539

344,987,674

345,796,448

118,189,018

Distributions paid or accrued ($0.11 per BUC):

Distribution of Tier 2 income (Note 3)

(534,873
)

-

(1,604,615
)

(2,139,488
)

-

Distribution of Tier 3 income (Note 3)

-

-

(5,691,689
)

(5,691,689
)

-

Net income allocable to Partners

579,266

-

11,691,356

12,270,622

-

Sale of BUCs, net of issuance costs

-

5,462,500

31,243,495

31,243,495

-

Restricted unit compensation expense

5,705

-

564,762

570,467

-

Unrealized loss on securities

(45,862
)

-

(4,540,283
)

(4,586,145
)

(4,586,145
)
Unrealized gain on bond purchase commitments

87

-

8,621

8,708

8,708

Balance as of September 30, 2021

$
813,097

66,330,039

$
376,659,321

$
377,472,418

$
113,611,581

General Partner

# of BUCs -
Restricted and
Unrestricted

BUCs
- Restricted and
Unrestricted

Total

Accumulated Other
Comprehensive
Income (Loss)

Balance as of December 31, 2019

$
735,128

60,835,204

$
341,203,135

$
341,938,263

$
99,308,677

Distributions paid or accrued ($0.125 per BUC):

Regular distribution

(80,501
)

-

(7,969,618
)

(8,050,119
)

-

Distribution of Tier 2 loss (Note 3)

80,501

-

365,218

445,719

-

Net income (loss) allocable to Partners

(53,404
)

-

2,317,398

2,263,994

-

Repurchase of BUCs

-

(290,000
)

(2,106,673
)

(2,106,673
)

-

Restricted units awarded

-

290,000

-

-

-

Restricted unit compensation expense

391

-

38,677

39,068

-

Unrealized loss on securities

(70,577
)

-

(6,987,159
)

(7,057,736
)

(7,057,736
)
Reversal of net unrealized gains on sale of securities

(14,088
)

-

(1,394,716
)

(1,408,804
)

(1,408,804
)
Reversal of net unrealized loss on securities to
provision for credit loss

3,722

-

368,447

372,169

372,169

Balance as of March 31, 2020

601,172

60,835,204

325,834,709

326,435,881

91,214,306

Distributions paid or accrued ($0.06 per BUC):

Regular distribution

(36,870
)

-

(3,650,112
)

(3,686,982
)

-

Net income allocable to Partners

38,706

-

3,831,880

3,870,586

-

Restricted unit compensation expense

2,962

-

293,306

296,268

-

Unrealized gain on securities

209,716

-

20,761,933

20,971,649

20,971,649

Balance as of June 30, 2020

$
815,686

60,835,204

$
347,071,716

$
347,887,402

$
112,185,955

Distributions paid or accrued ($0.06 per BUC):

Regular distribution

(36,870
)

-

(3,650,113
)

(3,686,983
)

-

Net loss allocable to Partners

(18,778
)

-

(1,859,002
)

(1,877,780
)

-

Restricted unit compensation expense

2,996

-

296,528

299,524

-

Unrealized gain on securities

180,005

-

17,820,515

18,000,520

18,000,520

Unrealized gain on bond purchase commitments

2,562

-

253,660

256,222

256,222

Reversal of net unrealized loss on securities to
provision for credit loss

2,807

-

277,904

280,711

280,711

Balance as of September 30, 2020

$
948,408

60,835,204

$
360,211,208

$
361,159,616

$
130,723,408


	General Partner			# of BUCs - Restricted and Unrestricted		BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2021	$	765,550			22,094,159	$	371,646,477		$	372,412,027		$	114,040,260
Distributions paid or accrued ($0.33 per BUC):*
Distribution of Tier 2 income (Note 3)		(2,430,358	)		-		(7,291,072	)		(9,721,430	)		-
Net income allocable to Partners		2,737,044			-		22,809,230			25,546,274			-
Restricted unit compensation expense		1,739			-		172,159			173,898			-
Unrealized loss on securities		(477,517	)		-		(47,274,139	)		(47,751,656	)		(47,751,656	)
Unrealized loss on bond purchase commitments		(8,191	)		-		(810,890	)		(819,081	)		(819,081	)
Balance as of March 31, 2022	$	588,267			22,094,159	$	339,251,765		$	339,840,032		$	65,469,523


	General Partner			# of BUCs - Restricted and Unrestricted		BUCs - Restricted and Unrestricted			Total			Accumulated Other Comprehensive Income (Loss)
Balance as of December 31, 2020	$	934,892			20,274,558	$	358,837,150		$	359,772,042		$	132,594,007
Distributions paid or accrued ($0.27 per BUC):*
Regular distribution		(34,013	)		-		(3,367,301	)		(3,401,314	)		-
Distribution of Tier 2 income (Note 3)		(702,277	)		-		(2,106,829	)		(2,809,106	)		-
Net income allocable to Partners		736,936			-		5,538,155			6,275,091			-
Restricted unit compensation expense		781			-		77,333			78,114			-
Unrealized loss on securities		(162,988	)		-		(16,135,809	)		(16,298,797	)		(16,298,797	)
Unrealized loss on bond purchase commitments		(1,210	)		-		(119,760	)		(120,970	)		(120,970	)
Balance as of March 31, 2021	$	772,121			20,274,558	$	342,722,939		$	343,495,060		$	116,174,240

* On April 1, 2022, the Partnership effected a one-for-three reverse unit split of its outstanding BUCs. Per BUC amounts set forth in the Condensed Consolidated Statements of Partners’ Capital have been adjusted to reflect the one-for-three reverse unit split on a retroactive basis.

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2021			2020			2022			2021
Cash flows from operating activities:
Net income	$	30,245,918		$	6,410,088		$	26,264,018		$	6,992,854
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		2,049,269			2,141,302			683,662			683,460
Amortization of deferred financing costs		823,212			1,288,044			451,472			206,386
Gain on sale of investments in unconsolidated entities		(15,227,239	)		-			(16,439,750	)		(2,809,106	)
Gain on sale of investment in securities		-			(1,416,023	)
Contingent interest realized on investing activities		(1,848,825	)		(12,043	)
Provision for credit loss		900,080			5,285,609
Provision for loan loss		330,116			811,706
Impairment charge on real estate assets		-			25,200
(Gain) loss on derivatives, net of cash paid		9,702			(144,546	)
Recovery of prior credit loss								(5,279	)		-
Gain on derivatives, net of cash paid								(2,394,986	)		(5,873	)
Restricted unit compensation expense		839,551			634,860			173,898			78,114
Bond premium/discount amortization		(103,292	)		(82,975	)		(109,021	)		(34,531	)
Debt premium amortization		(30,419	)		(30,353	)		(10,148	)		(10,136	)
Deferred income tax expense (benefit) & income tax payable/receivable		(154,553	)		2,036
Deferred income tax expense & income tax payable/receivable								14,909			257
Change in preferred return receivable from unconsolidated entities, net		4,589,760			(2,414,759	)		(191,505	)		3,214,267
Changes in operating assets and liabilities
Increase in interest receivable		(1,506,442	)		(922,686	)
Decrease in other assets		134,595			327,508
Increase in accounts payable and accrued expenses		2,247,730			738,652
(Increase) decrease in interest receivable								2,231,487			(584,560	)
Increase in other assets								(233,754	)		(288,363	)
Increase (decrease) in accounts payable and accrued expenses								(1,127,714	)		14,585
Net cash provided by operating activities		23,299,163			12,641,620			9,307,289			7,457,354
Cash flows from investing activities:
Capital expenditures		(106,415	)		(319,757	)		(64,453	)		(25,023	)
Acquisition of mortgage revenue bonds		(12,946,500	)		(9,513,450	)
Acquisition of taxable mortgage revenue bonds		(1,000,000	)		-
Acquisition of and advances on mortgage revenue bonds								(69,365,000	)		(2,071,500	)
Acquisition of and advances on taxable mortgage revenue bonds								(6,325,000	)		-
Advances on governmental issuer loans		(101,122,781	)		(62,085,000	)		(16,882,138	)		(39,067,599	)
Advances on taxable governmental issuer loans		(1,000,000	)		-
Advances on taxable governmental issuer loan								-			(1,000,000	)
Advances on property loans		(19,279,087	)		(5,733,331	)		(38,638,389	)		(3,000,000	)
Contributions to unconsolidated entities		(20,232,531	)		(17,542,465	)		(12,776,841	)		(1,425,562	)
Proceeds from sale of PHC Certificates		-			43,349,357
Proceeds from sale of investments in unconsolidated entities		44,988,040			7,762,166			28,679,750			13,234,106
Return of investments in unconsolidated entities								842,855			-
Principal payments received on mortgage revenue bonds and contingent interest		45,908,244			13,836,006			79,635,980			8,778,919
Principal payments received on taxable mortgage revenue bonds		7,174			6,560			2,558			2,337
Principal payments received on property loans and contingent interest		191,264			12,043			3,250,980			-
Net cash used in investing activities		(64,592,592	)		(30,227,871	)		(31,639,698	)		(24,574,322	)
Cash flows from financing activities:
Distributions paid		(20,110,495	)		(21,025,617	)		(13,466,209	)		(4,395,033	)
Repurchase of BUCs		(1,363,736	)		(2,106,673	)
Proceeds from the sale of BUCs		33,321,250			-
Payment of offering costs related to the sale of BUCs		(2,077,755	)		-
Proceeds from debt financing		116,800,000			277,231,000			109,330,000			39,594,000
Principal payments on debt financing		(29,749,667	)		(146,126,658	)		(46,527,429	)		(1,317,897	)
Principal payments on mortgages payable		(555,680	)		(535,233	)		(141,268	)		(124,489	)
Principal borrowing on unsecured lines of credit		15,172,445			10,492,728			-			11,022,445
Principal payments on unsecured lines of credit		(22,647,446	)		(11,849,728	)		-			(18,497,445	)
Principal borrowing on secured line of credit		6,500,000			-
(Increase) decrease in security deposit liability related to restricted cash		66,694			(123,286	)
Principal payments on secured lines of credit								(15,515,000	)		-
Increase (decrease) in security deposit liability related to restricted cash								(6,259	)		34,147
Debt financing and other deferred costs		(2,252,632	)		(1,093,484	)		(818,133	)		(648,623	)
Net cash provided by financing activities		93,102,978			104,863,049			32,855,702			25,667,105
Net increase in cash, cash equivalents and restricted cash		51,809,549			87,276,798			10,523,293			8,550,137
Cash, cash equivalents and restricted cash at beginning of period		122,990,586			43,185,981			151,932,470			122,990,586
Cash, cash equivalents and restricted cash at end of period	$	174,800,135		$	130,462,779		$	162,455,763		$	131,540,723

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	14,884,920		$	14,481,578		$	5,470,198		$	4,829,842
Cash paid during the period for income taxes		181,356			36,927
Supplemental disclosure of noncash investing and financing activities:
Distributions declared but not paid for BUCs and General Partner	$	7,831,176		$	3,686,982		$	9,721,430		$	6,210,420
Distributions declared but not paid for Series A Preferred Units		708,750			708,750			708,750			708,750
Investment in previously unconsolidated entity consolidated as land		3,115,891			-
Capital expenditures financed through accounts payable		1,970			60,572			-			1,309
Deferred financing costs financed through accounts payable		(2,540	)		285,108			7,040			57,688

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:


	September 30, 2021		September 30, 2020		March 31, 2022		March 31, 2021
Cash and cash equivalents	$	91,542,566	$	51,160,770	$	118,330,462	$	53,277,371
Restricted cash		83,257,569		79,302,009		44,125,301		78,263,352
Total cash, cash equivalents and restricted cash	$	174,800,135	$	130,462,779	$	162,455,763	$	131,540,723

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

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

America First Multifamily Investors, L.P. (the “Partnership”) was formed on April 2, 1998, under the Delaware Revised Uniform Limited Partnership Act primarily for the purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds (“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 governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties.~~The Partnership generally refers to affordable multifamily and residential properties associated with MRBs and GILs as “Residential 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 ~~may acquire real estate securing its MRBs, GILs,~~also makes noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or ~~property loans through foreclosure in~~a sale of the ~~event of a default or through the receipt of a fee simple deed in lieu of foreclosure.~~property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) ~~in order to position itself for future investments in MRBs that finance these properties or to operate the MF Properties~~ until their “highest and best use” can be determined by management.

The Partnership is governed by the First Amended and Restated Agreement of Limited Partnership dated September 15, 2015, as further amended (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 in mortgage investments provided that the tax-exempt investments are rated in 1 of the 4 highest rating categories by a national securities rating agency. The Partnership Agreement also allows the Partnership to invest in other securities whose interest may be taxable for federal income tax purposes. Total tax-exempt investments and other investments cannot exceed 25% of the Partnership's total assets at the time of acquisition as required under the Partnership Agreement. Tax-exempt investments and other investments primarily consist of real estate assets and investments in unconsolidated entities. In addition, the amount of other investments is limited based on the conditions to the exemption from registration under the Investment Company Act of 1940.

The Partnership’s sole general partner is America First Capital Associates Limited Partnership Two (“AFCA 2” or “General Partner”). The general partner of AFCA 2 is Greystone AF Manager LLC (“Greystone Manager”), an affiliate of Greystone & Co.~~, Inc.~~ II LLC (collectively with its affiliates, “Greystone”).

The Partnership has issued Beneficial Unit Certificates (“BUCs”) representing assigned limited ~~partner~~partnership interests to investors (“BUC holders”). The Partnership has designated 3 series of non-cumulative, non-voting, non-convertible preferred units (collectively, the “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 Series A Preferred Units were previously issued pursuant to subscription agreements with five financial institutions and are redeemable in the future (Note ~~20)~~19). The Partnership ~~has~~had not yet issued Series A-1 Preferred Units or Series B Preferred ~~Units.~~Units as of March 31, 2022. The holders of the BUCs and Preferred Units are referred to herein collectively as “Unitholders.”

2. Summary of Significant Accounting Policies

Consolidation

~~Consolidation~~

The “Partnership,” as used herein, includes America First Multifamily Investors, L.P., its consolidated subsidiaries and consolidated variable interest entities (Note 5). All intercompany transactions are eliminated. The consolidated subsidiaries of the Partnership for the periods presented consist of:

•

ATAX TEBS I, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the M24 Tax Exempt Bond Securitization (“TEBS”) Financing (“M24 TEBS Financing”) with the Federal Home Loan Mortgage Corporation (“Freddie Mac”);

•

ATAX TEBS II, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M31 TEBS Financing” with Freddie Mac;

•

ATAX TEBS III, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M33 TEBS Financing” with Freddie Mac;

•

ATAX TEBS IV, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M45 TEBS Financing” with Freddie Mac;

•

ATAX TEBS Holdings, LLC, a wholly owned subsidiary of the Partnership, which has issued secured notes (“the Secured Notes”) to Mizuho Capital Markets LLC (“Mizuho”);

•

ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, which is committed to loan money or provide equity for the development of multifamily properties;

•

NaN wholly owned corporation (“the Greens Hold Co”), which owns 100% of The 50/50 MF Property, a real estate asset, and certain property loans; and

•

Lindo Paseo LLC, a wholly owned limited liability company, which owns 100% of the Suites on Paseo MF Property.

•

~~ATAX TEBS II, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M31 TEBS Financing” with Freddie Mac;~~

•

~~ATAX TEBS III, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M33 TEBS Financing” with Freddie Mac;~~

•

~~ATAX TEBS IV, LLC, a special purpose entity owned and controlled by the Partnership, created to hold MRBs to facilitate the “M45 TEBS Financing” with Freddie Mac;~~

•

~~ATAX TEBS Holdings, LLC, a wholly owned subsidiary of the Partnership, which has issued secured notes (“the Secured Notes”) to Mizuho Capital Markets LLC (“Mizuho”);~~

•

~~ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, which is committed to loan money or provide equity for the development of multifamily properties;~~

•

~~NaN wholly owned corporation (“the Greens Hold Co”), which owns 100% of The 50/50 MF Property, a real estate asset, and certain property loans; and~~

•

~~Lindo Paseo LLC, a wholly owned limited liability company, which owns 100% of the Suites on Paseo MF Property.~~

The Partnership also consolidates variable interest entities (“VIEs”) in which the Partnership is deemed to be the primary beneficiary.

~~Restricted Cash~~

Restricted cash is legally restricted as to its use. The Partnership is required to maintain restricted cash collateral related to one secured line of credit (Note 15) and two total return swap transactions (Note 18). In addition, the Partnership is required to maintain restricted cash balances related to the TEBS Financing facilities (Note 16), resident security deposits, required maintenance reserves, escrowed funds, and property rehabilitation. ~~Restricted cash is presented with cash and cash equivalents in the condensed consolidated statement of cash flows.~~

Impairment of Mortgage Revenue Bonds and Taxable Mortgage Revenue Bonds

The Partnership accounts for its investments in MRBs and taxable MRBs under the accounting guidance for certain investments in debt and equity securities. The Partnership's investments in these instruments are classified as available-for-sale debt securities and are reported at their estimated fair value. The net unrealized gains or losses on these investments are reflected on the Partnership's condensed consolidated statements of comprehensive income. Unrealized gains and losses do not affect the cash flow of the bonds, distributions to Unitholders, or the characterization of the interest income of the financial obligation of the underlying collateral. See Note 22 for a description of the Partnership's methodology for estimating the fair value of MRBs and taxable MRBs.

The Partnership periodically reviews its MRBs and taxable MRBs for impairment. The Partnership evaluates whether unrealized losses are considered other-than-temporary impairments based on various factors including, but not necessarily limited to, the following:

•

The duration and severity of the decline in fair value;

•

The Partnership’s intent to hold and the likelihood of it being required to sell the security before its value recovers;

•

Adverse conditions specifically related to the security, its collateral, or both;

•

Volatility of the fair value of the security;

•

The likelihood of the borrower being able to make scheduled interest and principal payments;

•

Failure of the issuer to make scheduled interest or principal payments; and

•

Recoveries or additional declines in fair value after the balance sheet date.

•

~~The duration and severity of the decline in fair value;~~

•

~~The Partnership’s intent to hold and the likelihood of it being required to sell the security before its value recovers;~~

•

~~Adverse conditions specifically related to the security, its collateral, or both;~~

•

~~Volatility of the fair value of the security;~~

•

~~The likelihood of the borrower being able to make scheduled interest and principal payments;~~

•

~~Failure of the issuer to make scheduled interest or principal payments; and~~

•

~~Recoveries or additional declines in fair value after the balance sheet date.~~

While the Partnership evaluates all available information, it focuses specifically on whether the security’s estimated fair value is below amortized cost. If a MRB’s estimated fair value 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 other-than-temporary 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 other-than-temporary 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 MRB’s amortized cost basis.

The recognition of other-than-temporary impairment, provision 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 to the condensed consolidated financial statements. If the Partnership experiences deterioration in the values of its MRB portfolio, the Partnership may incur other-than-temporary impairments or provision for credit losses that could negatively impact the Partnership’s financial condition, cash flows, and reported earnings.

~~Investment in Governmental Issuer Loans and Taxable Governmental Issuer Loans~~10

The Partnership accounts for its investment in governmental issuer loans (“GILs”) and taxable GILs under the accounting guidance for certain investments in debt and equity securities. The Partnership’s investment in these instruments are classified as held-to-maturity debt securities and are reported at amortized cost.

The Partnership periodically reviews its GILs and taxable GILs for impairment. The Partnership evaluates whether unrealized losses are considered other-than-temporary impairments based on various factors including, but not necessarily limited to, the following:

•

~~The duration and severity of the decline in fair value;~~

•

~~The Partnership’s intent to hold and the likelihood of it being required to sell the security before its value recovers;~~

•

~~Adverse conditions specifically related to the security, its collateral, or both;~~

•

~~Volatility of the fair value of the security;~~

•

~~The likelihood of the borrower being able to make scheduled interest and principal payments;~~

•

~~The failure of the borrower to make scheduled interest or principal payments; and~~

•

~~Recoveries or additional declines in fair value after the balance sheet date.~~

While the Partnership evaluates all available information, it focuses specifically on whether the security’s estimated fair value is below amortized cost. If the estimated fair value of a GIL or taxable GIL is below amortized cost, and the Partnership does not expect to recover its entire amortized cost, only the portion of the other-than-temporary 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 (loss).

The recognition of other-than-temporary impairment, provision 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 to the condensed consolidated financial statements. If the Partnership experiences deterioration in the value of its GILs or taxable GILs, the Partnership may incur other-than-temporary impairments or provision for credit losses that could negatively impact the Partnership’s financial condition, cash flows, and reported earnings.

Estimates and assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 Securities and Exchange Commission (“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 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, ~~2020.~~2021. These condensed consolidated financial statements and notes have been prepared consistently with the ~~2020~~2021 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 ~~September 30, 2021,~~March 31, 2022, 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, ~~2020~~2021 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 business~~During the first quarter of 2022, the Federal Reserve increased short-term interest rates for the first time since December 2018 and has signaled a series of future short-term interest rate increases to combat inflation in the broader economy. In addition, geopolitical conflicts have impacted the general global economic ~~uncertainty resulting from COVID-19~~environment. These factors have caused volatility in the fixed income markets, which has ~~made estimates and assumptions more difficult to calculate. The extent~~impacted the value of the impact of COVID-19 on the Partnership’s future operational and financial performance will depend on certain developments, including the duration, variation and spread of the outbreak, the impact on the underlying borrowers of MRBs and GILs, tenants at the MF Properties and operationssome of the Partnership’s ~~investments in unconsolidated entities.~~investment assets, particularly fixed-rate MRBs and taxable MRBs. In addition, ~~market volatility may cause fluctuations~~increases in short-term interest rates will generally result in increases in the ~~valuation of the Partnership’s MRBs, taxable MRBs, GILs, taxable GILs, property loans, MF Properties and investments in unconsolidated entities.~~interest cost associated with variable rate debt financing arrangements. The extent to which ~~COVID-19~~general economic, geopolitical, and financial conditions will impact the Partnership’s financial condition or results of operations in the future is uncertain and actual results and outcomes could differ from current estimates.

Beneficial Unit Certificates (“BUCs”)

The Partnership has ~~noted slight, but not significant, declines~~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. On April 1, 2022, the Partnership effected a one-for-three reverse unit split (“Reverse Unit Split”) of its outstanding BUCs. As a result of the Reverse Unit Split, holders of BUCs received one BUC for every three BUCs owned at the close of business on April 1, 2022. All fractional BUCs created by the Reverse Unit Split were rounded to the nearest whole BUC, with any fraction equal to or above 0.5 BUC rounded up to the next higher BUC, as provided by the Partnership Agreement. Immediately prior to the Reverse Unit Split, there were 66,049,908 BUCs issued and outstanding, and immediately after the Reverse Unit Split the number of issued and outstanding BUCs decreased to approximately 22,016,636. In connection with the Reverse Unit Split, the CUSIP number for the BUCs changed to 02364V 206. The BUCs continue to trade on the Nasdaq Global Select Market under the trading symbol “ATAX.” The one-for-three Reverse Unit Split has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods presented in ~~occupancy~~the Partnership’s condensed consolidated financial statements.

Restricted Unit Awards (“RUA” or “RUAs”)

The Partnership’s 2015 Equity Incentive Plan (the “Plan”), as approved by the BUC holders in September 2015, permits the grant of RUAs and ~~operating results at multifamily Residential Properties securing its MRBs due~~other awards to ~~COVID-19.~~the employees of Greystone Manager, or any affiliate, who performs services for Greystone Manager, the Partnership or an affiliate, and members of Greystone Manager’s Board of Managers. The Plan permits total grants of RUAs of up to 1.0 million BUCs, which reflects adjustments made to the number of BUCs that may be granted under the Plan as a result of the Reverse Unit Split.

RUAs have historically been granted with vesting conditions ranging from three months to up to three years. RUAs typically provide for the payment of distributions during the restriction period. The RUAs provide for accelerated vesting if there is a change in control, or upon death or disability of the participant. The Partnership ~~has observed significant declines at properties securing~~accounts for forfeitures as they occur. Outstanding RUAs were adjusted on a one-for-three basis in conjunction with the ~~Provision Center 2014-1 MRB, a commercial property, and Live 929 Apartments MRB, a student housing property (see Note 6 for further discussion).~~Reverse Unit Split effected on April 1, 2022. The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership ~~has evaluated~~recognizes compensation expense for the ~~impacts~~RUAs on a straight-line basis over the requisite vesting period. The Partnership accounts for modifications

to RUAs as they occur, if the fair value of ~~COVID-19 on its investments in MF Properties, properties related~~the RUAs change, there are changes to ~~its GILs, and investments in unconsolidated entities and noted~~vesting conditions or the awards no ~~indications of impairment of such investments.~~longer qualify for equity classification.

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326).” ASU 2016-13 enhances the methodology of measuring expected credit losses for financial assets to include the use of reasonable and supportable forward-looking information to better estimate credit losses. ASU 2016-13 also includes changes to the impairment model for available-for-sale debt securities such as the Partnership’s MRBs and taxable MRBs. In November 2019, the FASB issued ASU 2019-10 which amended the mandatory effective dates of certain ASUs, including ASU ~~2016-13,~~2016-13, based on an entity’s filing status. As a smaller reporting company, ASU 2016-13 is effective for the Partnership on January 1, 2023. The Partnership regularly assesses its assets that are within the scope of ASU 2016-13 and has determined that the GILs, taxable GIL, property loans, receivables reported within other assets, financial guarantees, financial commitments, and an interest receivable related to such assets, are within the scope of ASU 2016-13. Furthermore, the Partnership has begun developing data collection processes, assessment procedures and internal controls required to implement ASU 2016-13. The Partnership will continue to develop data collection processes, assessment procedures and internal controls that will be required when it does implement ASU 2016-13, and to evaluate the impact to the Partnership's condensed consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provides optional guidance for a limited period meant to ease the potential burden in accounting for, or recognizing the effects of, reform to LIBOR and certain other reference rates. The standard is effective for all entities from March 12, 2020 through December 31, 2022. ASU 2020-04 is only applicable to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform, and that were entered into or evaluated prior to January 1, 2023. The Partnership has evaluated its population of instruments indexed, either directly or indirectly, to LIBOR ~~and~~and is currently evaluating the impact that the adoption of ASU 2020-04 will have to the Partnership's condensed consolidated financial statements.

3. Partnership Income, Expenses and Cash 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 ~~Series A~~ 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 ~~Series A~~ Preferred Units and BUCs held by each Unitholder on that date. Cash distributions are currently made on a quarterly basis.

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.

The holders of the ~~Series A~~ Preferred Units are entitled to distributions at a fixed rate ~~of 3.0%~~ per annum prior to payment of distributions to other Unitholders.

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

4. 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 ~~Restricted Unit Awards (“RUAs”)~~RUAs issued under the ~~Partnership’s 2015 Equity Incentive~~ Plan ~~(the “Plan”)~~ are considered participating ~~securities.~~securities and are potentially dilutive. There were 0 dilutive BUCs for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

5. Variable Interest Entities

Consolidated Variable Interest Entities (“VIEs”)

The Partnership has determined the Tender Option Bond (“TOB”), Term TOB and TEBS financings are VIEs ~~and~~where the Partnership is the primary ~~beneficiary (Note 16).~~beneficiary. In determining the primary beneficiary of each ~~such~~ VIE, the Partnership considered which party has the power to control the activities of the VIE which most significantly impact its financial performance, the risks that the entity was designed to create, and how each risk affects the VIE. The agreements related to the TOB, Term TOB and TEBS financings stipulate the Partnership has the sole right to cause the trusts to sell the underlying assets. If the underlying assets were sold, the extent to which the VIEs will be exposed to gains or losses would result from decisions made by the Partnership.

As the primary beneficiary, the Partnership reports the TOB, Term TOB and TEBS financings on a consolidated basis. The Partnership reports the Floater Certificates related to the TOB trust financings, and the Class A Certificates related to the Term TOB and TEBS financings as secured debt financings inon the Partnership's condensed consolidated balance ~~sheets.~~sheets (Note 15). The MRBs, GILs, property loans, taxable ~~MRB, GILs,~~MRBs and taxable GIL ~~and property loans~~ secured by the TOB, Term TOB and TEBS financings, are reported as assets inon the Partnership's condensed consolidated balance sheets (Notes 6, 7, 10 and 12).

The Partnership has determined its investment in Vantage at ~~Hutto~~San Marcos is a VIE ~~and~~where the Partnership is the primary beneficiary. The Partnership may 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. If the Partnership were to redeem its investment, the underlying assets of the ~~project~~property would likely need to be sold. If the underlying assets were sold, the extent to which the VIE will be exposed to gains or losses would result from decisions made by the Partnership. The Partnership’s option to redeem its investment in Vantage at ~~Hutto~~San Marcos was not effective until the ~~second~~fourth quarter of 2021.

As the primary beneficiary, the Partnership reports the assets and liabilities of Vantage at ~~Hutto~~San Marcos on a consolidated basis, which consist of a real estate asset investment (Note 8), mortgage payable (Note 16), and current liabilities associated with the construction costs of a market-rate multifamily property (Note 13). If certain events occur in the future, the Partnership’s option to redeem the investment will terminate and the investment may be deconsolidated.

~~The Partnership’s right to~~During 2021, the Partnership consolidated Vantage at Hutto and Vantage at Fair Oaks because it could require the managing member of the ~~Vantage at Fair Oaks~~VIEs to purchase the ~~Partnership’s~~Partnership's equity ~~investment~~investments in the VIEs at a price equal to the ~~Partnership’s~~Partnership's carrying ~~value~~value. The Partnership's right to require the managing members of the VIEs to purchase the Partnership's equity investments at a price equal to the Partnership's carrying values was terminated ~~in September 2021.~~during 2021 upon construction commencement. As such, the Partnership iswas no longer the primary beneficiary of the VIEs and ~~the Vantage at Fair Oaks VIE is~~they were not reported on a consolidated basis as of ~~September 30,~~December 31, 2021.

Non-Consolidated VIEs

The Partnership has variable interests in various entities in the form of MRBs, a taxable ~~MRB,~~MRBs, GILs, a taxable GIL, property loans and investments in unconsolidated entities. These variable interests do not allow the Partnership to direct the activities that most significantly impact the economic performance of such VIEs. 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 held variable interests in 2927 and 2130 non-consolidated VIEs as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The following table summarizes the Partnership’s maximum exposure to loss associated with its variable interests as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~

2021:

Maximum Exposure to Loss

September 30, 2021

December 31, 2020

Mortgage revenue bonds

$
26,208,000

$
20,763,500

Taxable mortgage revenue bond

1,000,000

-

Governmental issuer loans

165,986,438

64,863,657

Taxable governmental issuer loan

1,000,000

-

Property loans

24,276,313

5,327,342

Investments in unconsolidated entities

89,644,649

106,878,570

$
308,115,400

$
197,833,069


	Maximum Exposure to Loss
	March 31, 2022		December 31, 2021
Mortgage revenue bonds	$	46,900,000	$	51,045,000
Taxable mortgage revenue bonds		4,700,000		2,000,000
Governmental issuer loans		201,649,588		184,767,450
Taxable governmental issuer loan		1,000,000		1,000,000
Property loans		85,686,466		47,274,576
Investments in unconsolidated entities		107,679,013		107,793,522
	$	447,615,067	$	393,880,548

The maximum exposure to loss for the MRBs and taxable ~~MRB~~MRBs is equal to the cost adjusted for paydowns. The difference between an MRB’s carrying value in the Partnership's condensed consolidated balance sheets and the maximum exposure to loss is a function of the unrealized gains or losses on the MRB.

The maximum exposure to loss for the GILs, taxable GIL, property loans and investments in unconsolidated entities is equal to the Partnership’s carrying value.

6. Mortgage Revenue Bonds

The Partnership’s MRBs provide construction and/or permanent financing for ~~Residential Properties~~income-producing multifamily rental properties and a commercial property. MRBs are either held directly by the Partnership or are held in trusts created in connection with debt financing transactions (Note ~~16)~~15). The MRBs bear interest at a fixed rate, with the exception of Ocotillo Springs - Series A and Residency at the Mayer - Series A. The Partnership had the following investments in MRBs as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~

2021:


	September 30, 2021										March 31, 2022
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value			State	Cost Adjusted for Paydowns and Allowances			Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Courtyard - Series A ⁽⁴⁾	CA	$	9,993,374	$	2,104,001	$	-	$	12,097,375		CA	$	9,946,753		$	1,024,604	$	-		$	10,971,357
Glenview Apartments - Series A ⁽³⁾	CA		4,443,092		908,843		-		5,351,935		CA		4,415,410			496,271		-			4,911,681
Harmony Court Bakersfield - Series A ⁽⁴⁾	CA		3,643,723		735,305		-		4,379,028		CA		3,626,724			346,376		-			3,973,100
Harmony Terrace - Series A ⁽⁴⁾	CA		6,745,564		1,461,331		-		8,206,895		CA		6,714,249			720,471		-			7,434,720
Harden Ranch - Series A ⁽²⁾	CA		6,559,492		1,375,319		-		7,934,811		CA		6,516,422			746,038		-			7,262,460
Las Palmas II - Series A ⁽⁴⁾	CA		1,653,240		338,062		-		1,991,302		CA		1,645,451			162,484		-			1,807,935
Montclair Apartments - Series A ⁽³⁾	CA		2,407,071		492,371		-		2,899,442		CA		2,392,074			250,115		-			2,642,189
Montecito at Williams Ranch Apartments - Series A ⁽⁶⁾	CA		7,583,121		1,986,677		-		9,569,798		CA		7,553,341			1,118,902		-			8,672,243
Montevista - Series A ⁽⁶⁾	CA		6,712,763		2,094,223		-		8,806,986		CA		6,690,631			1,200,903		-			7,891,534
Ocotillo Springs - Series A ⁽⁶⁾	CA		10,070,000		211,967		-		10,281,967
Ocotillo Springs - Series A (6), (7)											CA		15,000,000			-		(139,407	)		14,860,593
Residency at the Mayer - Series A (6)											CA		25,000,000			-		-			25,000,000
San Vicente - Series A ⁽⁴⁾	CA		3,408,893		682,336		-		4,091,229		CA		3,392,833			322,437		-			3,715,270
Santa Fe Apartments - Series A ⁽³⁾	CA		2,916,076		596,489		-		3,512,565		CA		2,897,908			325,711		-			3,223,619
Seasons at Simi Valley - Series A ⁽⁴⁾	CA		4,200,917		1,032,960		-		5,233,877		CA		4,176,070			575,731		-			4,751,801
Seasons Lakewood - Series A ⁽⁴⁾	CA		7,185,492		1,556,635		-		8,742,127		CA		7,152,135			767,459		-			7,919,594
Seasons San Juan Capistrano - Series A ⁽⁴⁾	CA		12,098,022		2,620,866		-		14,718,888		CA		12,041,860			1,292,150		-			13,334,010
Summerhill - Series A ⁽⁴⁾	CA		6,274,432		1,184,799		-		7,459,231		CA		6,245,161			549,974		-			6,795,135
Sycamore Walk - Series A ⁽⁴⁾	CA		3,485,656		735,059		-		4,220,715		CA		3,463,432			342,046		-			3,805,478
The Village at Madera - Series A ⁽⁴⁾	CA		3,013,642		634,491		-		3,648,133		CA		2,999,583			308,984		-			3,308,567
Tyler Park Townhomes - Series A ⁽²⁾	CA		5,713,008		765,866		-		6,478,874		CA		5,675,054			396,069		-			6,071,123
Vineyard Gardens - Series A ⁽⁶⁾	CA		3,947,054		997,673		-		4,944,727		CA		3,931,794			569,580		-			4,501,374
Westside Village Market - Series A ⁽²⁾	CA		3,733,442		727,207		-		4,460,649	��	CA		3,708,639			406,003		-			4,114,642
Brookstone ⁽¹⁾	IL		7,344,918		1,847,424		-		9,192,342		IL		7,322,902			1,516,656		-			8,839,558
Copper Gate Apartments ⁽²⁾	IN		4,955,000		495,838		-		5,450,838		IN		4,900,000			253,847		-			5,153,847
Renaissance - Series A ⁽³⁾	LA		10,767,672		3,942,658		-		14,710,330		LA		10,696,385			2,253,357		-			12,949,742
Live 929 Apartments ⁽⁶⁾	MD		36,185,509		-		-		36,185,509
Woodlynn Village ⁽¹⁾	MN		4,093,000		14,225		-		4,107,225
Live 929 Apartments - Series 2022A (6)											MD		57,936,697			5,773,703		-			63,710,400
Jackson Manor Apartments ⁽⁶⁾	MS		4,900,000		-		-		4,900,000		MS		6,900,000			-		-			6,900,000
Gateway Village⁽⁶⁾	NC		2,600,000		132,943		-		2,732,943		NC		2,600,000			-		-			2,600,000
Greens Property - Series A⁽²⁾	NC		7,748,000		378,239		-		8,126,239		NC		7,689,000			135,211		-			7,824,211
Lynnhaven Apartments ⁽⁶⁾	NC		3,450,000		176,406		-		3,626,406		NC		3,450,000			-		-			3,450,000
Silver Moon - Series A ⁽³⁾	NM		7,647,135		1,797,774		-		9,444,909		NM		7,612,010			977,545		-			8,589,555
Village at Avalon - Series A ⁽⁵⁾	NM		16,099,958		4,093,405		-		20,193,363
Ohio Properties - Series A ⁽¹⁾	OH		13,616,000		-		-		13,616,000
Village at Avalon (5)											NM		16,038,361			2,330,496		-			18,368,857
Bridle Ridge ⁽¹⁾	SC		7,145,000		73,927		-		7,218,927		SC		7,100,000			-		-			7,100,000
Columbia Gardens ⁽⁴⁾	SC		12,769,035		2,149,253		-		14,918,288		SC		12,679,859			1,027,108		-			13,706,967
Companion at Thornhill Apartments ⁽⁴⁾	SC		10,957,982		1,913,654		-		12,871,636		SC		10,890,749			939,801		-			11,830,550
Cross Creek ⁽¹⁾	SC		6,125,082		1,953,483		-		8,078,565		SC		6,114,938			1,688,315		-			7,803,253
The Palms at Premier Park Apartments ⁽²⁾	SC		18,445,321		2,419,261		-		20,864,582		SC		18,324,884			1,225,159		-			19,550,043
Village at River's Edge ⁽⁴⁾	SC		9,747,304		2,034,411		-		11,781,715		SC		9,709,120			1,292,389		-			11,001,509
Willow Run ⁽⁴⁾	SC		12,592,729		2,005,382		-		14,598,111		SC		12,504,579			1,011,658		-			13,516,237
Arbors at Hickory Ridge ⁽²⁾	TN		10,795,450		3,772,762		-		14,568,212		TN		10,715,744			2,601,896		-			13,317,640
Avistar at Copperfield - Series A ⁽⁶⁾	TX		13,713,412		2,499,600		-		16,213,012		TX		13,642,653			1,224,564		-			14,867,217
Avistar at the Crest - Series A ⁽²⁾	TX		9,052,461		1,874,594		-		10,927,055		TX		8,991,425			1,013,603		-			10,005,028
Avistar at the Oaks - Series A ⁽²⁾	TX		7,319,090		1,578,486		-		8,897,576		TX		7,271,220			843,460		-			8,114,680
Avistar at the Parkway - Series A ⁽³⁾	TX		12,615,887		2,369,577		-		14,985,464		TX		12,543,135			1,320,391		-			13,863,526
Avistar at Wilcrest - Series A ⁽⁶⁾	TX		5,197,106		748,346		-		5,945,452		TX		5,170,289	��		293,452		-			5,463,741
Avistar at Wood Hollow - Series A ⁽⁶⁾	TX		39,461,504		6,913,829		-		46,375,333		TX		39,257,891			3,643,887		-			42,901,778
Avistar in 09 - Series A ⁽²⁾	TX		6,319,751		1,311,792		-		7,631,543		TX		6,278,415			684,382		-			6,962,797
Avistar on the Boulevard - Series A ⁽²⁾	TX		15,421,844		3,074,231		-		18,496,075		TX		15,317,864			1,624,101		-			16,941,965
Avistar on the Hills - Series A ⁽²⁾	TX		5,010,813		1,101,075		-		6,111,888		TX		4,978,040			594,960		-			5,573,000
Bruton Apartments ⁽⁴⁾	TX		17,568,495		4,511,584		-		22,080,079		TX		17,495,319			1,898,066		-			19,393,385
Concord at Gulfgate - Series A ⁽⁴⁾	TX		18,655,305		4,168,584		-		22,823,889		TX		18,557,401			2,288,674		-			20,846,075
Concord at Little York - Series A ⁽⁴⁾	TX		13,068,923		3,027,488		-		16,096,411		TX		13,000,337			1,695,377		-			14,695,714
Concord at Williamcrest - Series A ⁽⁴⁾	TX		20,245,162		4,606,709		-		24,851,871		TX		20,138,915			2,554,888		-			22,693,803
Crossing at 1415 - Series A ⁽⁴⁾	TX		7,273,669		1,586,241		-		8,859,910		TX		7,233,425			815,344		-			8,048,769
Decatur Angle ⁽⁴⁾	TX		22,124,707		5,058,303		-		27,183,010		TX		22,023,746			1,497,620		-			23,521,366
Esperanza at Palo Alto ⁽⁴⁾	TX		19,109,120		5,252,121		-		24,361,241		TX		19,033,576			3,014,169		-			22,047,745
Heights at 515 - Series A ⁽⁴⁾	TX		6,659,170		1,452,231		-		8,111,401		TX		6,622,326			746,462		-			7,368,788
Heritage Square - Series A ⁽³⁾	TX		10,487,401		1,878,152		-		12,365,553		TX		10,423,972			984,608		-			11,408,580
Oaks at Georgetown - Series A⁽⁴⁾	TX		12,054,029		2,173,762		-		14,227,791		TX		11,998,071			1,015,133		-			13,013,204
Runnymede ⁽¹⁾	TX		9,740,000		1,119		-		9,741,119		TX		9,675,000			-		-			9,675,000
Southpark ⁽¹⁾	TX		11,516,868		1,424,311		-		12,941,179		TX		11,383,091			1,354,574		-			12,737,665
15 West Apartments ⁽⁴⁾	WA		9,550,479		2,832,108		-		12,382,587		WA		9,512,911			1,686,767		-			11,199,678
Mortgage revenue bonds held in trust		$	615,938,365	$	111,887,768	$	-	$	727,826,133			$	648,919,774		$	65,743,931	$	(139,407	)	$	714,524,298

(1)

MRBs owned by ATAX TEBS I, LLC (M24 TEBS), Note 15

⁽¹⁾	~~MRBs owned by ATAX TEBS I, LLC (M24 TEBS), Note 16~~

(2)

MRBs owned by ATAX TEBS II, LLC (M31 TEBS), Note 15

⁽²⁾	~~MRBs owned by ATAX TEBS II, LLC (M31 TEBS), Note 16~~

(3)

MRBs owned by ATAX TEBS III, LLC (M33 TEBS), Note 15

⁽³⁾	~~MRBs owned by ATAX TEBS III, LLC (M33 TEBS), Note 16~~

(4)

MRBs owned by ATAX TEBS IV, LLC (M45 TEBS), Note 15

⁽⁴⁾	~~MRBs owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16~~

(5)

MRB held by Morgan Stanley in a debt financing transaction, Note 15

⁽⁵⁾	~~MRB held by Morgan Stanley in a debt financing transaction, Note 16~~

(6)

MRBs held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 15

⁽⁶⁾	~~MRBs held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16~~

(7)

As of the date presented, the MRB had been in a cumulative unrealized loss position for less than 12 consecutive months and is not considered a credit loss as of March 31, 2022. The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not other-than-temporary.


	March 31, 2022
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss			Estimated Fair Value
Lutheran Gardens	CA	$	10,352,000	$	204,631	$	-		$	10,556,631
Solano Vista - Series A	CA		2,644,859		438,223		-			3,083,082
Meadow Valley (1)	MI		100,000		-		(1,000,766	)		(900,766	)
Greens Property - Series B	NC		919,300		24,961		-			944,261
Provision Center 2014-1	TN		4,298,735		-		-			4,298,735
Avistar at the Crest - Series B	TX		729,195		57,729		-			786,924
Avistar at the Oaks - Series B	TX		533,956		39,826		-			573,782
Avistar at the Parkway - Series B	TX		123,497		27,133		-			150,630
Avistar in 09 - Series B	TX		440,466		32,853		-			473,319
Avistar on the Boulevard - Series B	TX		433,290		31,712		-			465,002
Mortgage revenue bonds held by the Partnership		$	20,575,298	$	857,068	$	(1,000,766	)	$	20,431,600

(1)

The Partnership has funded $100,000 of its $44.0 million total MRB commitment as of March 31, 2022. The MRB and the unfunded MRB commitment are accounted for as available-for-sale securities and reported at fair value. The reported unrealized loss includes the unrealized loss on the current MRB carrying value and the unrealized loss on the Partnership’s remaining $43.9 million funding commitment as of March 31, 2022. The Partnership determined the unrealized loss is a result of increasing market interest rates and that the cumulative unrealized loss is not other-than-temporary.


	December 31, 2021
Description of Mortgage Revenue Bonds Held in Trust	State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value
Courtyard - Series A (4)	CA	$	9,970,209	$	2,060,480	$	-	$	12,030,689
Glenview Apartments - Series A (3)	CA		4,429,350		863,955		-		5,293,305
Harmony Court Bakersfield - Series A (4)	CA		3,635,277		720,308		-		4,355,585
Harmony Terrace - Series A (4)	CA		6,730,004		1,425,757		-		8,155,761
Harden Ranch - Series A (2)	CA		6,538,111		1,285,747		-		7,823,858
Las Palmas II - Series A (4)	CA		1,649,370		332,704		-		1,982,074
Montclair Apartments - Series A (3)	CA		2,399,626		446,912		-		2,846,538
Montecito at Williams Ranch Apartments - Series A (6)	CA		7,568,334		1,983,454		-		9,551,788
Montevista - Series A (6)	CA		6,701,776		2,114,978		-		8,816,754
Ocotillo Springs - Series A (6)	CA		15,000,000		271,172		-		15,271,172
Residency at the Mayer - Series A (6)	CA		24,000,000		-		-		24,000,000
San Vicente - Series A (4)	CA		3,400,913		671,681		-		4,072,594
Santa Fe Apartments - Series A (3)	CA		2,907,057		567,028		-		3,474,085
Seasons at Simi Valley - Series A (4)	CA		4,188,582		1,011,623		-		5,200,205
Seasons Lakewood - Series A (4)	CA		7,168,917		1,518,742		-		8,687,659
Seasons San Juan Capistrano - Series A (4)	CA		12,070,116		2,557,065		-		14,627,181
Summerhill - Series A (4)	CA		6,259,888		1,187,464		-		7,447,352
Sycamore Walk - Series A (4)	CA		3,474,617		696,090		-		4,170,707
The Village at Madera - Series A (4)	CA		3,006,656		621,367		-		3,628,023
Tyler Park Townhomes - Series A (2)	CA		5,694,168		691,137		-		6,385,305
Vineyard Gardens - Series A (6)	CA		3,939,476		987,782		-		4,927,258
Westside Village Market - Series A (2)	CA		3,721,129		701,915		-		4,423,044
Brookstone (1)	IL		7,334,161		1,903,086		-		9,237,247
Copper Gate Apartments (2)	IN		4,900,000		433,436		-		5,333,436
Renaissance - Series A (3)	LA		10,732,295		4,172,381		-		14,904,676
Live 929 Apartments - 2014 Series A (6)	MD		36,169,147		573,155		-		36,742,302
Jackson Manor Apartments (6)	MS		4,900,000		-		-		4,900,000
Gateway Village (6)	NC		2,600,000		90,861		-		2,690,861
Greens Property - Series A (2)	NC		7,719,000		281,953		-		8,000,953
Lynnhaven Apartments (6)	NC		3,450,000		115,328		-		3,565,328
Silver Moon - Series A (3)	NM		7,629,704		1,868,323		-		9,498,027
Village at Avalon (5)	NM		16,069,382		4,124,498		-		20,193,880
Ohio Properties - Series A (1)	OH		13,580,000		-		-		13,580,000
Bridle Ridge (1)	SC		7,145,000		-		-		7,145,000
Columbia Gardens (4)	SC		12,725,440		2,003,599		-		14,729,039
Companion at Thornhill Apartments (4)	SC		10,924,609		1,793,226		-		12,717,835
Cross Creek (1)	SC		6,120,285		1,845,064		-		7,965,349
The Palms at Premier Park Apartments (2)	SC		18,385,572		2,181,632		-		20,567,204
Village at River's Edge (4)	SC		9,728,355		2,370,569		-		12,098,924
Willow Run (4)	SC		12,549,146		1,974,479		-		14,523,625
Arbors at Hickory Ridge (2)	TN		10,755,889		3,598,292		-		14,354,181
Avistar at Copperfield - Series A (6)	TX		13,678,286		2,549,711		-		16,227,997
Avistar at the Crest - Series A (2)	TX		9,022,172		1,926,825		-		10,948,997
Avistar at the Oaks - Series A (2)	TX		7,295,334		1,578,333		-		8,873,667
Avistar at the Parkway - Series A (3)	TX		12,579,783		2,353,247		-		14,933,030
Avistar at Wilcrest - Series A (6)	TX		5,183,794		772,242		-		5,956,036
Avistar at Wood Hollow - Series A (6)	TX		39,360,426		7,200,790		-		46,561,216
Avistar in 09 - Series A (2)	TX		6,299,237		1,288,060		-		7,587,297
Avistar on the Boulevard - Series A (2)	TX		15,370,243		3,165,575		-		18,535,818
Avistar on the Hills - Series A (2)	TX		4,994,549		1,100,478		-		6,095,027
Bruton Apartments (4)	TX		17,532,185		4,452,765		-		21,984,950
Concord at Gulfgate - Series A (4)	TX		18,606,719		4,211,979		-		22,818,698
Concord at Little York - Series A (4)	TX		13,034,887		3,055,517		-		16,090,404
Concord at Williamcrest - Series A (4)	TX		20,192,436		4,651,973		-		24,844,409
Crossing at 1415 - Series A (4)	TX		7,253,698		1,549,224		-		8,802,922
Decatur Angle (4)	TX		22,074,594		4,731,759		-		26,806,353
Esperanza at Palo Alto (4)	TX		19,071,622		5,317,911		-		24,389,533
Heights at 515 - Series A (4)	TX		6,640,885		1,418,341		-		8,059,226
Heritage Square - Series A (3)	TX		10,455,924		1,823,426		-		12,279,350
Oaks at Georgetown - Series A (4)	TX		12,026,225		2,181,690		-		14,207,915
Runnymede (1)	TX		9,675,000		99,489		-		9,774,489
Southpark (1)	TX		11,365,100		1,542,509		-		12,907,609
15 West Apartments (4)	WA		9,531,842		2,799,259		-		12,331,101
Mortgage revenue bonds held in trust		$	639,116,502	$	111,818,346	$	-	$	750,934,848

(1)

MRBs owned by ATAX TEBS I, LLC (M24 TEBS), Note 15

(2)

MRBs owned by ATAX TEBS II, LLC (M31 TEBS), Note 15

(3)

MRBs owned by ATAX TEBS III, LLC (M33 TEBS), Note 15

(4)

MRBs owned by ATAX TEBS IV, LLC (M45 TEBS), Note 15

(5)

MRB held by Morgan Stanley in a debt financing transaction Note 15

(6)

MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 15


	September 30, 2021									December 31, 2021
Description of Mortgage Revenue Bonds held by the Partnership	State	Cost Adjusted for Paydowns		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value		State	Cost Adjusted for Paydowns and Allowances		Cumulative Unrealized Gain		Cumulative Unrealized Loss		Estimated Fair Value
Lutheran Gardens										CA	$	10,352,000	$	-	$	-	$	10,352,000
Solano Vista - Series A	CA	$	2,653,659	$	796,897	$	-	$	3,450,556	CA		2,649,291		744,617		-		3,393,908
Live 929 Apartments - 2014 Series B										MD		17,344,000		-		-		17,344,000
Meadow Valley										MI		100,000		-		-		100,000
Greens Property - Series B	NC		921,935		62,330		-		984,265	NC		920,637		46,672		-		967,309
Ohio Properties - Series B	OH		3,470,560		-		-		3,470,560	OH		3,465,270		-		-		3,465,270
Provision Center 2014-1	TN		5,258,078		-		-		5,258,078	TN		4,300,000		-		-		4,300,000
Avistar at the Crest - Series B	TX		731,998		117,989		-		849,987	TX		730,612		122,646		-		853,258
Avistar at the Oaks - Series B	TX		535,927		85,705		-		621,632	TX		534,953		86,437		-		621,390
Avistar at the Parkway - Series B	TX		123,696		38,527		-		162,223	TX		123,598		37,590		-		161,188
Avistar in 09 - Series B	TX		442,092		70,699		-		512,791	TX		441,288		71,303		-		512,591
Avistar on the Boulevard - Series B	TX		434,955		67,137		-		502,092	TX		434,132		69,950		-		504,082
Mortgage revenue bonds held by the Partnership		$	14,572,900	$	1,239,284	$	-	$	15,812,184		$	41,395,781	$	1,179,215	$	-	$	42,574,996

December 31, 2020

Description of Mortgage Revenue Bonds Held in Trust

State

Cost Adjusted for
Paydowns

Cumulative
Unrealized Gain

Cumulative
Unrealized Loss

Estimated Fair Value

Courtyard - Series A ⁽⁴⁾

CA

$
10,061,161

$
2,487,317

$
-

$
12,548,478

Glenview Apartments - Series A ⁽³⁾

CA

4,483,154

1,010,425

-

5,493,579

Harmony Court Bakersfield - Series A ⁽⁴⁾

CA

3,668,439

889,216

-

4,557,655

Harmony Terrace - Series A ⁽⁴⁾

CA

6,791,096

1,724,350

-

8,515,446

Harden Ranch - Series A ⁽²⁾

CA

6,621,823

1,606,690

-

8,228,513

Las Palmas II - Series A ⁽⁴⁾

CA

1,664,566

400,431

-

2,064,997

Montclair Apartments - Series A ⁽³⁾

CA

2,428,775

572,671

-

3,001,446

Montecito at Williams Ranch Apartments - Series A ⁽⁶⁾

CA

7,626,287

2,350,276

-

9,976,563

Montevista - Series A ⁽⁶⁾

CA

6,720,000

2,404,771

-

9,124,771

Ocotillo Springs - Series A ⁽⁶⁾

CA

2,023,500

215,633

-

2,239,133

San Vicente - Series A ⁽⁴⁾

CA

3,432,246

809,327

-

4,241,573

Santa Fe Apartments - Series A ⁽³⁾

CA

2,942,370

724,678

-

3,667,048

Seasons at Simi Valley - Series A ⁽⁴⁾

CA

4,236,876

1,180,122

-

5,416,998

Seasons Lakewood - Series A ⁽⁴⁾

CA

7,233,993

1,836,808

-

9,070,801

Seasons San Juan Capistrano - Series A ⁽⁴⁾

CA

12,179,682

2,973,846

-

15,153,528

Summerhill - Series A ⁽⁴⁾

CA

6,316,993

1,470,689

-

7,787,682

Sycamore Walk - Series A ⁽⁴⁾

CA

3,517,919

888,485

-

4,406,404

The Village at Madera - Series A ⁽⁴⁾

CA

3,034,084

735,450

-

3,769,534

Tyler Park Townhomes - Series A ⁽²⁾

CA

5,767,938

939,214

-

6,707,152

Vineyard Gardens - Series A ⁽⁶⁾

CA

3,969,173

1,226,058

-

5,195,231

Westside Village Market - Series A ⁽²⁾

CA

3,769,337

859,860

-

4,629,197

Brookstone ⁽¹⁾

IL

7,374,252

2,201,663

-

9,575,915

Copper Gate Apartments ⁽²⁾

IN

4,955,000

641,581

-

5,596,581

Renaissance - Series A ⁽³⁾

LA

10,870,681

4,293,328

-

15,164,009

Live 929 Apartments ⁽⁶⁾

MD

36,234,756

-

-

36,234,756

Woodlynn Village ⁽¹⁾

MN

4,120,000

56,458

-

4,176,458

Gateway Village⁽⁶⁾

NC

2,600,000

136,612

-

2,736,612

Greens Property - Series A⁽²⁾

NC

7,829,000

663,781

-

8,492,781

Lynnhaven Apartments ⁽⁶⁾

NC

3,450,000

178,960

-

3,628,960

Silver Moon - Series A ⁽³⁾

NM

7,697,891

1,995,694

-

9,693,585

Village at Avalon - Series A ⁽⁵⁾

NM

16,189,074

4,879,623

-

21,068,697

Ohio Properties - Series A ⁽¹⁾

OH

13,724,000

61,243

-

13,785,243

Bridle Ridge ⁽¹⁾

SC

7,235,000

153,657

-

7,388,657

Columbia Gardens ⁽⁴⁾

SC

12,898,904

2,689,886

-

15,588,790

Companion at Thornhill Apartments ⁽⁴⁾

SC

11,055,254

2,208,446

-

13,263,700

Cross Creek ⁽¹⁾

SC

6,136,261

2,277,289

-

8,413,550

Rosewood Townhomes - Series A ⁽⁶⁾

SC

9,259,206

578,247

-

9,837,453

South Pointe Apartments - Series A ⁽⁶⁾

SC

21,551,600

1,345,919

-

22,897,519

The Palms at Premier Park Apartments ⁽²⁾

SC

18,619,081

2,906,879

-

21,525,960

Village at River's Edge ⁽⁴⁾

SC

9,802,479

1,353,745

-

11,156,224

Willow Run ⁽⁴⁾

SC

12,720,560

2,650,995

-

15,371,555

Arbors at Hickory Ridge ⁽²⁾

TN

10,910,733

2,704,295

-

13,615,028

Avistar at Copperfield - Series A ⁽⁶⁾

TX

13,815,817

3,189,896

-

17,005,713

Avistar at the Crest - Series A ⁽²⁾

TX

9,140,656

2,376,580

-

11,517,236

Avistar at the Oaks - Series A ⁽²⁾

TX

7,388,262

1,854,785

-

9,243,047

Avistar at the Parkway - Series A ⁽³⁾

TX

12,721,014

2,790,208

-

15,511,222

Avistar at Wilcrest - Series A ⁽⁶⁾

TX

5,235,915

1,084,347

-

6,320,262

Avistar at Wood Hollow - Series A ⁽⁶⁾

TX

39,756,184

8,703,609

-

48,459,793

Avistar in 09 - Series A ⁽²⁾

TX

6,379,479

1,601,535

-

7,981,014

Avistar on the Boulevard - Series A ⁽²⁾

TX

15,572,093

3,779,139

-

19,351,232

Avistar on the Hills - Series A ⁽²⁾

TX

5,058,171

1,292,513

-

6,350,684

Bruton Apartments ⁽⁴⁾

TX

17,674,167

3,792,253

-

21,466,420

Concord at Gulfgate - Series A ⁽⁴⁾

TX

18,796,773

4,888,537

-

23,685,310

Concord at Little York - Series A ⁽⁴⁾

TX

13,168,029

3,543,909

-

16,711,938

Concord at Williamcrest - Series A ⁽⁴⁾

TX

20,398,687

5,397,326

-

25,796,013

Crossing at 1415 - Series A ⁽⁴⁾

TX

7,331,821

1,810,458

-

9,142,279

Decatur Angle ⁽⁴⁾

TX

22,270,729

5,600,721

-

27,871,450

Esperanza at Palo Alto ⁽⁴⁾

TX

19,218,417

5,955,488

-

25,173,905

Heights at 515 - Series A ⁽⁴⁾

TX

6,712,409

1,600,836

-

8,313,245

Heritage Square - Series A ⁽³⁾

TX

10,579,057

2,095,871

-

12,674,928

Oaks at Georgetown - Series A⁽⁴⁾

TX

12,135,392

2,597,201

-

14,732,593

Runnymede ⁽¹⁾

TX

9,805,000

105,634

-

9,910,634

Southpark ⁽¹⁾

TX

11,462,172

1,917,286

-

13,379,458

15 West Apartments ⁽⁴⁾

WA

9,604,680

3,257,826

-

12,862,506

Mortgage revenue bonds held in trust

$
637,948,068

$
130,520,576

$
-

$
768,468,644

⁽¹⁾	~~MRBs owned by ATAX TEBS I, LLC (M24 TEBS), Note 16~~

⁽²⁾	~~MRBs owned by ATAX TEBS II, LLC (M31 TEBS), Note 16~~

⁽³⁾	~~MRBs owned by ATAX TEBS III, LLC (M33 TEBS), Note 16~~

⁽⁴⁾	~~MRBs owned by ATAX TEBS IV, LLC (M45 TEBS), Note 16~~

⁽⁵⁾	~~MRB held by Morgan Stanley in a debt financing transaction Note 16~~

⁽⁶⁾	~~MRB held by Mizuho Capital Markets, LLC in a debt financing transaction, Note 16~~

December 31, 2020

Description of Mortgage Revenue Bonds held by the Partnership

State

Cost Adjusted for
Paydowns

Cumulative
Unrealized Gain

Cumulative
Unrealized Loss

Estimated Fair Value

Solano Vista - Series A

CA

$
2,665,000

$
891,612

$
-

$
3,556,612

Greens Property - Series B

NC

925,607

107,347

-

1,032,954

Arby Road Apartments - Series A

NV

7,385,000

15,059

-

7,400,059

Ohio Properties - Series B

OH

3,485,690

13,578

-

3,499,268

Rosewood Townhomes - Series B

SC

469,781

2,549

-

472,330

South Pointe Apartments - Series B

SC

1,099,487

5,967

-

1,105,454

Provision Center 2014-1

TN

6,161,954

-

-

6,161,954

Avistar at the Crest - Series B

TX

735,974

144,746

-

880,720

Avistar at the Oaks - Series B

TX

538,723

100,668

-

639,391

Avistar at the Parkway - Series B

TX

123,973

43,650

-

167,623

Avistar in 09 - Series B

TX

444,398

83,042

-

527,440

Avistar on the Boulevard - Series B

TX

437,318

82,718

-

520,036

Mortgage revenue bonds held by the Partnership

$
24,472,905

$
1,490,936

$
-

$
25,963,841

The Partnership has committed to provide funding for certain MRBs on a draw-down basis during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 2318 for additional information regarding the Partnership’s MRB funding commitments.

See Note 22 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.

During the three and nine months ended September 30, 2021, the Partnership recognized a provision for credit loss of 0 and approximately $900,000, respectively, related to the Provision Center 2014-1 MRB in its condensed consolidated statements of operations. The borrower of the Provision Center 2014-1 MRB filed for Chapter 11 bankruptcy in December 2020 and has ceased making contractual principal and interest payments. The credit loss was driven primarily by operational and collateral information obtained during the bankruptcy process.

During the three months ended September 30, 2020, the Partnership recognized a provision for credit loss of approximately $3.5 million related to the Live 929 Apartments MRB in the condensed consolidated statements of operations. During the nine months ended September 30, 2020, the Partnership recognized a provision for credit loss of approximately $5.3 million related to the Live 929 Apartments MRB and the Provision Center 2014-1 MRB in its condensed consolidated statements of operations. The provision for credit loss related to the Live 929 Apartments MRB was due to operational results, the borrower’s continued covenant forbearance, and a decline in debt service coverage. The change in operating results at the Live 929 Apartments was primarily driven by the impact of COVID-19, which had a significant impact on the student housing industry. The provision for credit loss related to the Provision Center 2014-1 MRB was primarily driven by debt service shortfalls by the underlying commercial property, the borrower’s request for forbearance (prior to filing for bankruptcy protection), and the general creditworthiness of proton therapy centers in the United States, including the impact on them from COVID-19.

MRB Activity in the First ~~Nine~~Three Months of ~~2021~~2022

Restructurings:

~~Acquisitions:~~In

January 2022, the Live 929 Apartments property completed a restructuring of the Partnership’s MRBs and property loan. The Partnership’s Live 929 Apartments – 2014 Series A and Live 929 Apartments – 2014 Series B MRBs were redeemed at par plus accrued interest. The following tables summarizes the terms of the MRBs upon redemption:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Live 929 Apartments - 2014 Series A	January	Baltimore, MD		575	7/1/2049		5.78	%	$	39,445,000
Live 929 Apartments - 2014 Series B	January	Baltimore, MD		575	7/1/2039		1.60	%		21,610,000
									$	61,055,000

Upon restructuring, the Partnership used the proceeds of the redeemed MRBs plus additional cash to acquire a new series of MRB secured by the Live 929 Apartments property, the Series 2022A MRB. The following tables summarizes the MRB that was acquired atas part of the restructuring of the Live 929 Apartments MRBs:

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Principal Acquired

Live 929 Apartments - Series 2022A

January

Baltimore, MD

575

1/1/2060

4.30

66,365,000

In addition, a ~~price that approximated~~portion of the ~~principal outstanding plus accrued interest during~~Live 929 Apartments property loan was redeemed as part of the ~~nine months ended September 30, 2021:~~

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Initial Principal Acquired

Jackson Manor Apartments ⁽¹⁾

April

Jackson, MS

60

5/1/2038

5.00
%

$
4,150,000

⁽¹⁾restructuring, with proceeds used to acquire the new Live 929 Apartments Series 2022A MRB. The Partnership also acquired a taxable MRB which is reported in Other Assets (Note 12). The redemption of the prior Live 929 Apartments – 2014 Series A and 2014 Series B MRBs and property loan and acquisition of the new Live 929 Apartments Series 2022A MRB were accounted for as a troubled debt restructuring.

The Partnership has committed to provide total funding of the MRB up to $6.9 million during the acquisition and rehabilitation phase of the property on a drawdown basis. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $4.8 million.

Redemptions:

The following MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Ohio Properties - Series A	March	(1)		362	6/1/2050		7.00	%	$	13,544,000
Ohio Properties - Series B	March	(1)		362	6/1/2050		10.00	%		3,459,840
									$	17,003,840

Property Name

Month
Redeemed

Property Location

Units

Original
Maturity Date

Interest Rate

Principal
Outstanding at Date
of Redemption

Arby Road Apartments - Series A ⁽¹⁾

March

Las Vegas, NV

180

10/1/2027

5.35
%

$
1,600,000

Arby Road Apartments - Series A ⁽¹⁾

March

Las Vegas, NV

180

4/1/2041

5.50
%

5,785,000

Rosewood Townhomes - Series A

July

Goose Creek, SC

100

7/1/2055

5.75
%

9,259,206

Rosewood Townhomes - Series B

July

Goose Creek, SC

100

8/1/2055

12.00
%

469,781

South Pointe Apartments - Series A

July

Hanahan, SC

256

7/1/2055

5.75
%

21,551,600

South Pointe Apartments - Series B

July

Hanahan, SC

256

8/1/2055

12.00
%

1,099,487

$
39,765,074

(1)

The Ohio Properties consist of Crescent Village, located in Cincinnati, Ohio, Willow Bend, located in Columbus (Hilliard), Ohio and Postwoods, located in Reynoldsburg, Ohio.

⁽¹⁾	~~Both MRBs are part of the same series but had different interest rates and maturity dates.~~

The Rosewood Townhomes - Series A and South Pointe Apartments - Series A MRBs were redeemed at 106% of par value plus accrued interest in July 2021. The redemption premium of approximately $1.8 million is reported as “Contingent interest income” in the condensed consolidated statement of operations. All other MRBs were redeemed at a price that approximated the Partnership’s carrying value plus accrued interest.

MRB Activity in the First ~~Nine~~Three Months of ~~2020~~2021

Acquisitions:

There were no MRBs acquired during the three months ended March 31, 2021.

Redemptions:

The following MRBs were ~~acquired at prices that approximated the principal outstanding plus accrued interest during the nine months ended September 30, 2020:~~

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Initial Principal Acquired

Arby Road Apartments - Series A⁽¹⁾

June

Las Vegas, NV

180

10/1/2027

5.35
%

$
1,690,000

Arby Road Apartments - Series A⁽¹⁾

June

Las Vegas, NV

180

4/1/2041

5.50
%

5,785,000

Ocotillo Springs - Series A⁽²⁾

July

Brawley, CA

75

8/1/2037

4.55
%
⁽³⁾

2,023,500

$
9,498,500

⁽¹⁾	~~Both MRBs are part of the same series but have different interest rates and maturity dates.~~

⁽²⁾

The Partnership has committed to provide total funding of the MRB up to $15.0 million during construction and lease-up of the property on a drawdown basis. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization is approximately $3.5 million.

⁽³⁾	The MRB has a variable interest rate equal to 1-month LIBOR plus 3.25%, subject to a floor of 4.55%, during construction of the project until stabilization. After stabilization, the MRB will convert to a fixed interest rate of 4.35%.

~~Redemptions:~~

~~The following MRB was~~ redeemed at a price that approximated the Partnership’s carrying value plus accrued interest during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:


Property Name	Month Redeemed	Property Location	Units		Original Maturity Date	Interest Rate			Principal Outstanding at Date of Redemption
Arby Road Apartments - Series A (1)	March	Las Vegas, NV		180	10/1/2027		5.35	%	$	1,600,000
Arby Road Apartments - Series A (1)	March	Las Vegas, NV		180	4/1/2041		5.50	%		5,785,000
									$	7,385,000

Property Name

Month
Redeemed

Property Location

Units

Original Maturity Date

Interest Rate

Principal
Outstanding at Date
of Redemption

Solano Vista - Series B

January

Vallejo, CA

96

1/1/2021

5.85
%

$
3,103,000

Montevista - Series B

August

San Pablo, CA

82

7/1/2021

8.00
%

$
6,480,000

$
9,583,000

(1)

Both MRBs are part of the same series but had different interest rates and maturity dates.

The following table summarizes the changes in the Partnership’s allowance for credit losses for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022			2021
Balance, beginning of period		9,175,482			7,318,589
Other additions (1)		860,533			-
Recovery of prior credit loss (2)		(5,279	)		-
Balance, end of period (3)	$	10,030,736		$	7,318,589

(1)

The other addition is related to a re-allocation of the loan loss allowance upon restructuring of the Live 929 Apartments MRBs and property loan.

(2)

(3)

The allowance for credit losses as of March 31, 2022 is related to the Provision Center 2014-1 MRB and the Live 929 Apartments - Series 2022A MRB.The allowance for credit losses as of March 31, 2021 is related to the Provision Center 2014-1 MRB and ~~2020:~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

2021

2020

Balance, beginning of period

$
8,219,000

$
1,823,000

7,319,000

0

Provision for credit loss

0

3,463,000

900,000

5,286,000

Balance, end of period ⁽¹⁾

$
8,219,000

$
5,286,000

$
8,219,000

$
5,286,000

the Live 929 Apartments – 2014 Series A MRB.

⁽¹⁾	~~The allowance for credit losses as of September 30, 2021 and 2020 is related to the Provision Center 2014-1 MRB and the Live 929 Apartments MRB~~.

7. Governmental Issuer Loans

~~Governmental~~The Partnership owns governmental issuer loans (“GILs”) ~~owned by the Partnership~~that are issued by state or local governmental authorities to ~~provide~~finance the construction ~~financing for~~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. The 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 government pledged to the payment of principal or interest on the GILs. ~~The GILs are~~Each GIL is secured ~~by the borrower’s non-recourse obligation evidenced~~ by a mortgage on all real and personal property ~~associated with~~of the ~~underlying~~affordable multifamily property. The GILs share a first mortgage lien ~~position~~positions with ~~the associated~~ property loans ~~(Note 10)~~ and/or taxable ~~GIL (Note 12)~~GILs also owned by the ~~Partnership. The primary source~~Partnership (Notes 10 and 12). Sources of the funds to pay principal and interest on ~~the GILs is~~a GIL consist of the net cash flow or the sale or refinancing proceeds from the ~~underlying property. Affiliates~~secured property and limited-to-full payment guaranties provided by affiliates of the ~~borrowers have guaranteed limited-to-full payment~~borrower. The Partnership has committed to provide

total funding for certain GILs on a draw-down basis during construction. All GILs were held in trust in connection with TOB trust financings as of ~~principal~~March 31, 2022 and ~~interest on the GILs.~~

December 31, 2021 (Note 15). At the closing of each GIL, Freddie Mac, through a servicer, has forward committed to purchase the GIL at maturity if the property has reached stabilization and other conditions are met.

The GILs were held in trust in connection with TOB Trust financings (Note 16), with the exception of Willow Place Apartments, as of September 30, 2021. All GILs were held in trust in connection with TOB Trust financings as of December 31, 2020.

~~The Partnership has committed to provide additional funding for certain GILs on a draw-down basis during construction.~~ The Partnership had the following GIL investments ~~and remaining funding commitments related to its GILs~~ as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


							As of March 31, 2022
Property Name	Month Acquired	Property Location	Units	Maturity Date (2)	Variable Interest Rate		Current Interest Rate	Amortized Cost
Scharbauer Flats Apartments (1)	June 2020	Midland, TX	300	1/1/2023	SIFMA + 3.10%		3.61%	$	40,000,000
Oasis at Twin Lakes (1)	July 2020	Roseville, MN	228	8/1/2023	SIFMA + 2.25%	(3)	2.76%		34,000,000
Centennial Crossings (1)	August 2020	Centennial, CO	209	9/1/2023	SIFMA + 2.75%	(3)	3.26%		33,080,000
Legacy Commons at Signal Hills (1)	January 2021	St. Paul, MN	247	2/1/2024	SOFR + 3.07%	(3)	3.57%		34,620,000
Hilltop at Signal Hills (1)	January 2021	St. Paul, MN	146	8/1/2023	SOFR + 3.07%	(3)	3.57%		24,450,000
Hope on Avalon	January 2021	Los Angeles, CA	88	2/1/2023	SIFMA + 3.75%	(3)	4.60%		10,981,200
Hope on Broadway	January 2021	Los Angeles, CA	49	2/1/2023	SIFMA + 3.75%	(3)	4.60%		8,691,245
Osprey Village (1)	July 2021	Kissimmee, FL	383	8/1/2024	SOFR + 3.07%	(3)	3.57%		11,855,357
Willow Place Apartments (1)	September 2021	McDonough, GA	182	10/1/2024	SOFR + 3.30%	(3)	3.59%		3,971,786
								$	201,649,588

As of September 30, 2021

Property Name

Month
Acquired

Property
Location

Units

Maturity
Date ⁽²⁾

Variable Interest
Rate

Current Interest
Rate

Amortized
Cost

Maximum
Remaining
Commitment

Scharbauer Flats Apartments ⁽¹⁾

June 2020

Midland, TX

300

1/1/2023

SIFMA + 3.10%

3.15%

$
40,000,000

$
-

Oasis at Twin Lakes ⁽¹⁾

July 2020

Roseville, MN

228

8/1/2023

SIFMA + 3.25%
^(3),(4)
3.75%

34,000,000

-

Centennial Crossings ⁽¹⁾

August 2020

Centennial, CO

209

9/1/2023

SIFMA + 2.75%
⁽⁴⁾
3.25%

31,894,945

1,185,055

Legacy Commons at Signal Hills ⁽¹⁾

January 2021

St. Paul, MN

247

2/1/2024

SOFR + 3.07%
⁽⁴⁾
3.57%

26,862,183

7,757,817

Hilltop at Signal Hills ⁽¹⁾

January 2021

St. Paul, MN

146

8/1/2023

SOFR + 3.07%
⁽⁴⁾
3.57%

14,995,969

9,454,031

Hope on Avalon

January 2021

Los Angeles, CA

88

2/1/2023

SIFMA + 3.75%
⁽⁴⁾
4.60%

8,981,200

14,408,800

Hope on Broadway

January 2021

Los Angeles, CA

49

2/1/2023

SIFMA + 3.75%
⁽⁴⁾
4.60%

3,691,245

8,414,378

Osprey Village ⁽¹⁾

July 2021

Kissimmee, FL

383

8/1/2024

SOFR + 3.07%
⁽⁴⁾
3.57%

3,589,110

56,410,890

Willow Place Apartments⁽¹⁾

September 2021

McDonough, GA

182

10/1/2024

SOFR + 3.30%
⁽⁴⁾
3.55%

1,971,786

23,028,214

$
165,986,438

$
120,659,185

(1)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 21).

(2)

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

(3)

The variable index interest rate component is subject to a floor.


							As of December 31, 2021
Property Name	Month Acquired	Property Location	Units	Maturity Date (2)	Variable Interest Rate		Current Interest Rate	Amortized Cost
Scharbauer Flats Apartments (1)	June 2020	Midland, TX	300	1/1/2023	SIFMA + 3.10%		3.20%	$	40,000,000
Oasis at Twin Lakes (1)	July 2020	Roseville, MN	228	8/1/2023	SIFMA + 3.25%	(3),(4)	3.75%		34,000,000
Centennial Crossings (1)	August 2020	Centennial, CO	209	9/1/2023	SIFMA + 2.75%	(4)	3.25%		33,080,000
Legacy Commons at Signal Hills (1)	January 2021	St. Paul, MN	247	2/1/2024	SOFR + 3.07%	(4)	3.57%		33,120,605
Hilltop at Signal Hills (1)	January 2021	St. Paul, MN	146	8/1/2023	SOFR + 3.07%	(4)	3.57%		21,550,584
Hope on Avalon	January 2021	Los Angeles, CA	88	2/1/2023	SIFMA + 3.75%	(4)	4.60%		9,981,200
Hope on Broadway	January 2021	Los Angeles, CA	49	2/1/2023	SIFMA + 3.75%	(4)	4.60%		3,691,245
Osprey Village (1)	July 2021	Kissimmee, FL	383	8/1/2024	SOFR + 3.07%	(4)	3.57%		6,372,030
Willow Place Apartments (1)	September 2021	McDonough, GA	182	10/1/2024	SOFR + 3.30%	(4)	3.55%		2,971,786
								$	184,767,450

(1)

The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 21).

(2)

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

(3)

The variable rate decreases to SIFMA plus 2.25% upon completion of construction.

(4)

The variable index interest rate component is subject to a floor.

The partnership has remaining commitments to provide additional funding of the GILs during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining GIL funding commitments.

⁽¹⁾

~~The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 22).~~

⁽²⁾	~~The borrower may elect to extend the maturity date to for a period ranging between six and twelve months upon meeting certain conditions, including payment of a non-refundable extension fee.~~

⁽³⁾	~~The variable rate decreases to SIFMA plus 2.25% upon completion of construction.~~

⁽⁴⁾	~~The variable index interest rate component is subject to a floor.~~

As of December 31, 2020

Property Name

Month
Acquired

Property Location

Units

Maturity
Date ⁽²⁾

Variable Interest Rate

Current Interest Rate

Amortized
Cost

Scharbauer Flats Apartments ⁽¹⁾

June 2020

Midland, TX

300

1/1/2023

SIFMA + 3.10%

3.19%

$
40,000,000

Oasis at Twin Lakes ⁽¹⁾

July 2020

Roseville, MN

228

8/1/2023

SIFMA + 3.25%
^(3),(4)
3.75%

14,403,000

Centennial Crossings ⁽¹⁾

August 2020

Centennial, CO

209

9/1/2023

SIFMA + 2.75%
⁽⁴⁾
3.25%

10,460,657

$
64,863,657

⁽¹⁾	~~The Freddie Mac servicer that has forward committed to purchase the GIL at maturity is an affiliate of the Partnership (Note 22).~~

⁽²⁾	~~The borrower may elect to extend the maturity date to for a period ranging between six and twelve months upon payment of a non-refundable extension fee.~~

⁽³⁾	~~The variable rate decreases to SIFMA plus 2.25% upon completion of construction~~.

⁽⁴⁾	~~The variable index interest rate component is subject to a floor.~~

Activity in the First ~~Nine~~Three Months of ~~2021~~2022

Acquisitions:

There were no GILs acquired during the three months ended March 31, 2022.

Activity in the First Three Months of 2021

Acquisitions:

During the ~~nine~~three months ended ~~September 30,~~March 31, 2021, the Partnership entered into multiple GIL commitments to provide construction financing for the underlying properties on a draw-down basis as summarized below. ~~See above tables for additional information associated with the GIL commitments.~~

•

$34.6 million commitment related to Legacy Commons at Signal Hills;

•

$24.5 million commitment related to Hilltop at Signal Hills;

•

$23.4 million commitment related to Hope on Avalon; and

•

$12.1 million commitment related to Hope on Broadway.

•

~~$34.6 million commitment related to Legacy Commons at Signal Hills;~~

•

~~$24.5 million commitment related to Hilltop at Signal Hills;~~

•

~~$23.4 million commitment related to Hope on Avalon;~~

•

~~$12.1 million commitment related to Hope on Broadway;~~

•

~~$60.0 million commitment related to Osprey Village;~~

•

~~$25.0 million commitment related to Willow Place Apartments.~~

~~Activity in the First Nine Months of 2020~~

~~Acquisitions:~~

During the nine months ended September 30, 2020, the Partnership entered into multiple GIL commitments to provide construction financing for the underlying properties on a draw-down basis as summarized below. See above tables for additional information associated with the GIL commitments.

•

~~$40.0 million commitment related to Scharbauer Flats Apartments;~~

•

~~$34.0 million commitment related to Oasis at Twin Lakes;~~

•

~~$33.1 million commitment related to Centennial Crossings.~~

8. Real Estate Assets

The following tables summarize information regarding the Partnership’s real estate assets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


Real Estate Assets as of March 31, 2022
Property Name	Location	Number of Units		Land and Land Improvements		Buildings and Improvements		Carrying Value
Suites on Paseo	San Diego, CA		384	$	3,199,268	$	39,343,218	$	42,542,486
The 50/50 MF Property	Lincoln, NE		475		-		33,036,781		33,036,781
Vantage at San Marcos	San Marcos, TX	(1)			2,660,615		682,929		3,343,544
Land held for development		(2)			1,551,196		-		1,551,196
								$	80,474,007
Less accumulated depreciation									(21,379,622	)
Net real estate assets								$	59,094,385

Real Estate Assets as of September 30, 2021

Property Name

Location

Number of
Units

Land and Land
Improvements

Buildings and
Improvements

Carrying Value

Suites on Paseo

San Diego, CA

384

$
3,199,268

$
39,456,777

$
42,656,045

The 50/50 MF Property

Lincoln, NE

475

-

32,964,752

32,964,752

Vantage at Hutto

Hutto, TX

⁽¹⁾

3,115,891

-

3,115,891

Land held for development

⁽²⁾

1,675,997

-

1,675,997

$
80,412,685

Less accumulated depreciation

(20,181,951
)
Net real estate assets

$
60,230,734

⁽¹⁾(1)

The land is owned by a consolidated VIE for future development of a market-rate multifamily property. See Note 5 for further information.

(2)

Land held for development consists of land and development costs for parcels of land in ~~Gardner, KS;~~ Richland County, SC and Omaha, NE.

Real Estate Assets as of December 31, 2020

Property Name

Location

Number of
Units

Land and Land
Improvements

Buildings and
Improvements

Carrying Value

Suites on Paseo

San Diego, CA

384

$
3,199,268

$
39,375,298

$
42,574,566

The 50/50 MF Property

Lincoln, NE

475

-

32,940,854

32,940,854

Land held for development

⁽¹⁾

1,675,997

-

1,675,997

$
77,191,417

Less accumulated depreciation

(18,150,215
)
Net real estate assets

$
59,041,202


Real Estate Assets as of December 31, 2021
Property Name	Location	Number of Units		Land and Land Improvements		Buildings and Improvements		Carrying Value
Suites on Paseo	San Diego, CA		384	$	3,199,268	$	39,302,507	$	42,501,775
The 50/50 MF Property	Lincoln, NE		475		-		33,013,039		33,013,039
Vantage at San Marcos	San Marcos, TX	(1)			2,660,615		682,929		3,343,544
Land held for development		(2)			1,551,196		-		1,551,196
								$	80,409,554
Less accumulated depreciation									(20,701,922	)
Net real estate assets								$	59,707,632

⁽¹⁾	~~Land held~~(1) The assets are owned by a consolidated VIE for future development ~~consists of land and development costs for parcels in Gardner, KS; Richland County, SC and Omaha, NE.~~

~~Activity in the First Nine Months~~ of ~~2021~~

~~As of September 30, 2021, the land~~a market-rate multifamily property. See Note 5 for further information.

(2)

Land held for development consists of land and development costs for parcels of land in ~~Gardner, KS was listed for sale.~~

~~Activity in the First Nine Months of 2020~~

In June 2020, the Partnership determined that the land held for development in Gardner, Kansas was impaired. The Partnership recorded an impairment charge of $25,200 in the second quarter of 2020, which represented the difference between the Partnership’s carrying valueRichland County, SC and ~~the estimated fair value of the land.~~

Omaha, NE.

9. Investments in Unconsolidated Entities

ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the Partnership, has equity investment commitments and has made equity investments in unconsolidated entities. The carrying value of the equity investments represents the Partnership’s maximum exposure to loss. ATAX Vantage Holdings, LLC is the only limited equity investor in the unconsolidated entities. An affiliate of the unconsolidated entities guarantees ATAX Vantage Holdings, LLC’s return on its investments through a date approximately ~~two to three~~five years

after ~~construction completion~~.commencement of construction. The return on these investments earned by the Partnership is reported as “Investment income” in the Partnership's condensed consolidated statements of operations.

The following table provides the details of the investments in unconsolidated entities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020 and~~2021:


Property Name	Location	Units		Construction Commencement Date	Construction Completion Date	Carrying Value as of March 31, 2022		Carrying Value as of December 31, 2021
Vantage at Stone Creek	Omaha, NE		294	March 2018	April 2020	$	5,816,782	$	6,143,099
Vantage at Murfreesboro	Murfreesboro, TN		288	September 2018	October 2020		-		12,240,000
Vantage at Coventry	Omaha, NE		294	September 2018	February 2021		7,095,074		7,611,614
Vantage at Conroe	Conroe, TX		288	April 2019	January 2021		10,849,625		11,164,625
Vantage at O'Connor	San Antonio, TX		288	October 2019	June 2021		8,826,063		9,109,343
Vantage at Westover Hills	San Antonio, TX		288	January 2020	July 2021		8,365,393		8,861,504
Vantage at Tomball	Tomball, TX		288	August 2020	N/A		12,112,612		11,814,774
Vantage at Hutto	Hutto, TX		288	December 2021	N/A		6,942,005		5,629,651
Vantage at Loveland	Loveland, CO		288	April 2021	N/A		15,762,257		10,913,911
Vantage at Helotes	Helotes, TX		288	May 2021	N/A		13,214,676		11,350,686
Vantage at Fair Oaks	Boerne, TX		288	September 2021	N/A		10,670,724		6,424,306
Vantage at McKinney Falls	McKinney Falls, TX		288	December 2021	N/A		8,023,802		6,530,009
						$	107,679,013	$	107,793,522

The Partnership has remaining commitments to provide additional equity funding for certain unconsolidated entities as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining equity ~~commitment amounts as of September 30, 2021:~~funding commitments.

Property Name

Location

Units

Month
Commitment
Executed

Construction
Completion
Date

Carrying Value as of September 30, 2021

Carrying Value as of December 31, 2020

Maximum
Remaining
Equity Commitment as of September 30, 2021

Vantage at Powdersville

Powdersville, SC

288

November 2017

February 2020

-

12,295,801

-

Vantage at Stone Creek

Omaha, NE

294

March 2018

April 2020

7,840,500

7,840,500

-

Vantage at Bulverde

Bulverde, TX

288

March 2018

August 2019

-

10,570,000

-

Vantage at Germantown

Germantown, TN

288

June 2018

March 2020

-

12,425,000

-

Vantage at Murfreesboro

Murfreesboro, TN

288

September 2018

October 2020

12,240,000

14,640,000

-

Vantage at Coventry

Omaha, NE

294

September 2018

February 2021

9,007,435

9,007,435

-

Vantage at Conroe

Conroe, TX

288

April 2019

January 2021

11,164,625

10,406,895

-

Vantage at O'Connor

San Antonio, TX

288

October 2019

June 2021

8,885,353

8,245,890

-

Vantage at Westover Hills

San Antonio, TX

288

January 2020

July 2021

8,643,608

8,021,544

-

Vantage at Tomball

Tomball, TX

288

August 2020

N/A

11,524,260

9,280,134

-

Vantage at Hutto ⁽¹⁾

Hutto, TX

288

November 2020

N/A

-

3,163,676

7,359,952

Vantage at San Marcos

San Marcos, TX

288

November 2020

N/A

1,057,823

981,695

8,943,914

Vantage at Loveland

Loveland, CO

288

April 2021

N/A

7,970,362

-

8,633,831

Vantage at Helotes

Helotes, TX

288

May 2021

N/A

6,932,720

-

5,833,703

Vantage at Fair Oaks

Boerne, TX

288

June 2021

N/A

4,377,963

-

6,656,422

4,332

$
89,644,649

$
106,878,570

$
37,427,822

⁽¹⁾ ~~The property became a consolidated VIE effective during the second quarter of 2021 (Note 5).~~

Activity in the First ~~Nine~~Three Months of ~~2021~~2022

Sales Activity:

The following table summarizes sales information of the Partnership’s investments in unconsolidated entities during the three months ended March 31, 2022:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain on Sale
Vantage at Murfreesboro	Murfreesboro, TN		288	March 2022	$	29,258,279	$	657,937	$	16,360,343
Vantage at Bulverde	Bulverde, TX		288	(1)		75,000		-		75,000
Vantage at Germantown	Germantown, TN		288	(2)		4,407		-		4,407
					$	29,337,686	$	657,937	$	16,439,750

(1)

In March ~~2021, Vantage at Germantown sold substantially all assets to an unrelated third party and ceased operations. The~~2022, the Partnership received cash of approximately ~~$16.1 million upon sale.~~$75,000 associated with final settlements of the Vantage at Bulverde sale in August 2021. The Partnership recognized ~~approximately $862,000 of “Investment income” and approximately $2.8 million~~the full amount as ~~“Gain~~"Gain on sale of investment in an unconsolidated ~~entity” associated with~~entity" on the ~~sale.~~

Partnership’s consolidated statements of operations.

(2)

In ~~April 2021,~~March 2022, the Partnership executed a $16.3 million equity commitment to fund the construction of the Vantage at Loveland multifamily property. The Partnership may increase its equity commitment to $18.2 million based upon the occurrence of certain events.

~~In May 2021, the Partnership executed a $12.6 million equity commitment to fund the construction of the Vantage at Helotes multifamily property.~~

~~In May 2021, Vantage at Powdersville sold substantially all assets to an unrelated third party and ceased operations. The~~ Partnership received cash of approximately ~~$20.1 million upon sale.~~$4,000 associated with final settlements of the Vantage at Germantown sale in March 2021. The Partnership recognized ~~approximately $2.4 million of “Investment income” and approximately $5.5 million~~the full amount as ~~“Gain~~"Gain on sale of investment in an unconsolidated ~~entity” associated with~~entity" on the ~~sale.~~

~~In August 2021, Vantage at Bulverde sold substantially all assets to an unrelated third party and ceased operations. The Partnership received cash~~Partnership’s consolidated statements of approximately $18.9 million upon sale. The Partnership recognized approximately $1.4 million of “Investment income” and approximately $7.0 million as “Gain on sale of investment in an unconsolidated entity” associated with the sale.

operations.

~~In September 2021, Vantage at Fair Oaks ceased to be a consolidated VIE (Note 5) and the Partnership executed a $11.0 million commitment to fund the construction of the property.~~

Activity in the First ~~Nine~~Three Months of ~~2020~~2021

~~In January 2020, the Partnership executed a $7.3 million equity commitment to fund construction~~Sales Activity:

The following table summarizes sales information of the ~~Vantage at Westover Hills multifamily property.~~

In June 2020, Vantage at Waco sold substantially all assets to an unrelated third party and ceased operations. The Partnership received cash of approximately $10.6 million upon sale. The Partnership recognized approximately $1.3 million of “Investment income” associated withPartnership’s investments in unconsolidated entities during the ~~sale. The Partnership recognized additional “Investment income” of approximately $201,000 in the fourth quarter of 2020 upon the resolution of certain gain contingencies.~~three months ended March 31, 2021:


Property Name	Location	Units		Month Sold	Gross Proceeds to the Partnership		Investment Income		Gain on Sale
Vantage at Germantown	Germantown, TN		288	March 2021	$	16,096,560	$	862,454	$	2,809,106

~~In August 2020, the Partnership executed a $10.4 million equity commitment to fund construction of the Vantage at Tomball multifamily property.~~Summarized Unconsolidated Entity Level Financial Data

The following table provides combined summary financial information for the properties underlying the Partnership’s investments in unconsolidated entities for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	For the Three Months Ended March 31,
	2022		2021
Property Revenues	$	6,681,291	$	5,482,870
Gain on sale of property	$	38,171,003	$	8,967,247
Net income	$	38,730,562	$	6,931,134

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

2021

2020

Property Revenues

$
6,486,029

$
3,501,288

$
17,444,805

$
8,971,999

Gain on sale of property

$
17,646,543

$
372,974

$
42,273,235

$
6,635,966

Net income (loss)

$
17,591,694

$
(1,495,383
)

$
38,102,642

$
341,905

10. Property Loans, Net of Loan Loss Allowances

The following tables summarize the Partnership’s property loans, net of loan loss allowances, as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	March 31, 2022
	Outstanding Balance		Loan Loss Allowance			Property Loan Principal, net of allowance		Maturity Date		Interest Rate
Senior Construction Financing (1),(2)
Centennial Crossings	$	17,434,260	$	-		$	17,434,260	9/1/2023	(3)	LIBOR + 2.50%	(4)
Legacy Commons at Signal Hills		16,248,631		-			16,248,631	2/1/2024	(3)	SOFR + 3.07%	(4)
Hilltop at Signal Hills		10,319,890		-			10,319,890	8/1/2023	(3)	SOFR + 3.07%	(4)
Oasis at Twin Lakes		23,161,673		-			23,161,673	8/1/2023	(3)	LIBOR + 2.50%	(4)
Osprey Village		1,000,000		-			1,000,000	8/1/2024	(3)	SOFR + 3.07%	(4)
Scharbauer Flats Apartments		16,522,012		-			16,522,012	1/1/2023	(3)	LIBOR + 2.85%
Willow Place Apartments		1,000,000		-			1,000,000	10/1/2024	(3)	SOFR + 3.30%	(5)
Subtotal		85,686,466		-			85,686,466

Senior Acquisition Financing
Magnolia Crossing	$	13,652,394	$	-		$	13,652,394	12/1/2022		SOFR + 6.50%	(5)
Subtotal		13,652,394		-			13,652,394

Other
Avistar (February 2013 portfolio)	$	201,972	$	-		$	201,972	6/26/2024		12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024		12.00%
Cross Creek		11,101,888		(7,393,815	)		3,708,073	12/1/2025		6.15%
Greens Property		850,000		-			850,000	9/1/2046		10.00%
Live 929 Apartments		495,000		(495,000	)		-	7/31/2049		8.00%
Subtotal		12,900,482		(7,888,815	)		5,011,667

Total	$	112,239,342	$	(7,888,815	)	$	104,350,527

September 30, 2021

Outstanding
Balance

Loan Loss
Allowance

Property Loan Principal,
net of allowance

Avistar (February 2013 portfolio)

$
201,972

$
-

$
201,972

Avistar (June 2013 portfolio)

251,622

-

251,622

Centennial Crossings ^{(1) (2)}

3,017,729

-

3,017,729

Cross Creek

11,101,887

(7,393,814
)

3,708,073

Greens Property

850,000

-

850,000

Hilltop at Signal Hills ^{(1) (2)}

1,000,000

-

1,000,000

Legacy Commons at Signal Hills ^{(1) (2)}

1,000,000

-

1,000,000

Live 929 Apartments

1,241,348

(1,241,348
)

-

Oasis at Twin Lakes ^{(1) (2)}

13,948,971

-

13,948,971

Ohio Properties

2,390,446

-

2,390,446

Osprey Village ⁽¹⁾⁽²⁾

1,000,000

-

1,000,000

Scharbauer Flats Apartments ^{(1) (2)}

3,309,613

-

3,309,613

Willow Place Apartments ⁽²⁾

1,000,000

-

1,000,000

Total

$
40,313,588

$
(8,635,162
)

$
31,678,426

(1)

The property loans are held in trust in connection with a TOB trust financing (Note 15).

⁽¹⁾(2)

~~The property loan is held in trust in connection with a TOB financing (Note 16).~~

⁽²⁾

~~The property loan and associated GIL are~~ ~~on parity and~~ ~~share a first mortgage lien position on all real and personal property associated with the underlying property~~. ~~Affiliates of the borrower have guaranteed limited-to-full payment of principal and accrued interest on the property loan.~~

December 31, 2020

Outstanding
Balance

Loan Loss
Allowance

Property Loan Principal,
net of allowance

Arbors at Hickory Ridge

$
191,264

$
-

$
191,264

Avistar (February 2013 portfolio)

201,972

-

201,972

Avistar (June 2013 portfolio)

251,622

-

251,622

Centennial Crossings ^{(1) (2)}

3,017,729

-

3,017,729

Cross Creek

11,101,887

(7,393,814
)

3,708,073

Greens Property

850,000

-

850,000

Live 929 Apartments

911,232

(911,232
)

-

Ohio Properties

2,390,446

-

2,390,446

Scharbauer Flats Apartments ^{(1) (2)}

2,309,613

-

2,309,613

Total

$
21,225,765

$
(8,305,046
)

$
12,920,719

⁽¹⁾	~~The property loan is held in trust in connection with a TOB financing (Note 16).~~

⁽²⁾

The ~~Partnership recognized a provision for loan loss~~property loans and associated ~~loan loss allowance~~GILs are on parity and share a first mortgage lien position on all real and personal property associated with the underlying property. Affiliates of 0the borrower have guaranteed limited-to-full payment of principal and ~~approximately $330,000~~accrued interest on the property loan.

(3)

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

(4)

The index is subject to a floor of 0.50%.

(5)

The index is subject to a floor of 0.25%.


	December 31, 2021
	Outstanding Balance		Loan Loss Allowance			Property Loan Principal, net of allowance		Maturity Date		Interest Rate
Senior Construction Financing (1),(2)
Centennial Crossings	$	11,354,386	$	-		$	11,354,386	9/1/2023	(3)	LIBOR + 2.50%	(4)
Hilltop at Signal Hills		1,000,000		-			1,000,000	8/1/2023	(3)	SOFR + 3.07%	(4)
Legacy Commons at Signal Hills		2,604,230		-			2,604,230	2/1/2024	(3)	SOFR + 3.07%	(4)
Oasis at Twin Lakes		20,607,362		-			20,607,362	8/1/2023	(3)	LIBOR + 2.50%	(4)
Osprey Village		1,000,000		-			1,000,000	8/1/2024	(3)	SOFR + 3.07%	(4)
Scharbauer Flats Apartments		9,708,598		-			9,708,598	1/1/2023	(3)	LIBOR + 2.85%
Willow Place Apartments		1,000,000		-			1,000,000	10/1/2024	(3)	SOFR + 3.30%	(5)
Subtotal		47,274,576		-			47,274,576

Senior Acquisition Financing
Magnolia Crossing	$	13,424,579	$	-		$	13,424,579	12/1/2022		SOFR + 6.50%	(5)
Subtotal		13,424,579		-			13,424,579

Other Property Loans
Avistar (February 2013 portfolio)	$	201,972	$	-		$	201,972	6/26/2024		12.00%
Avistar (June 2013 portfolio)		251,622		-			251,622	6/26/2024		12.00%
Cross Creek		11,101,887		(7,393,814	)		3,708,073	12/1/2025		6.15%
Greens Property		850,000		-			850,000	9/1/2046		10.00%
Live 929 Apartments		1,355,534		(1,355,534	)		-	7/31/2049		8.00%
Ohio Properties		2,390,446		-			2,390,446	12/1/2026 - 6/1/2050		10.00%
Subtotal		16,151,461		(8,749,348	)		7,402,113

Total	$	76,850,616	$	(8,749,348	)	$	68,101,268

(1)

The property loans are held in trust in connection with a TOB trust financing (Note 15).

(2)

The property loans and associated GILs are on parity and share a first mortgage lien position on all real and personal property associated with the underlying property. Affiliates of the borrower have guaranteed limited-to-full payment of principal and accrued interest on the property loan.

(3)

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

(4)

The index is subject to a floor of 0.50%.

(5)

The index is subject to a floor of 0.25%.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~respectively, related to~~ the ~~Live 929 Apartments property loan as the Partnership determined it was probable the outstanding balance will not be collectible.~~

The Partnership recognized a provision for loan loss and associated loan loss allowance of approximately $812,000 for the three and nine months ended September 30, 2020 related to Live 929 Apartments property loan as the Partnership determined it was probable the outstanding balance will not be collectible.

~~The~~ interest to be earned on the Live 929 Apartments and Cross Creek property loans was in nonaccrual ~~status for the three and nine months ended September 30, 2021.~~status. The discounted cash flow method used by management to establish the net realizable value of these property loans determined the collection of the interest accrued was not probable. In addition, ~~for the three and nine months ended September 30, 2021 and 2020,~~ interest to be earned on approximately ~~$983,000~~$983,000 of property loan principal for the Ohio Properties was in nonaccrual status for the three months ended March 31, 2021 as, in management’s opinion, the interest was not considered collectible.

The Partnership has remaining commitments to provide additional funding of certain property loans during construction of the secured properties as of March 31, 2022. See Note 18 for further information regarding the Partnership’s remaining property loan funding commitments.

Activity in the First ~~Nine~~Three Months of ~~2021~~2022

In January 2022, the Partnership received approximately $1.0 million of principal and interest due on the Live 929 Apartments property loan upon restructuring of the outstanding debt of Live 929 Apartments. The principal payment and related loan loss allowance were considered in the troubled debt restructuring of the Partnership’s investments in Live 929 Apartments discussed further in Note 6.

In March 2022, the Ohio Properties property loans were repaid in full. The Partnership received approximately $2.4 million of principal and approximately $4.3 million of accrued interest upon redemption.

Activity in the First Three Months of 2021

Concurrent with the acquisition of GILs (Note 7), the Partnership committed to provide property loans for the construction of the underlying properties on a draw-down basis ~~for~~as summarized below. The property loans and associated GILs are on parity and share a first mortgage position on all real and personal property associated with the secured property.

•

$32.2 million commitment related to Legacy Commons at Signal ~~Hills,~~Hills; and

•

$21.2 million commitment related to Hilltop at Signal Hills ~~Osprey Village, and Willow Place Apartments. Property loan commitments for these properties total~~

~~$100.3 million~~.

In March 2021, the Partnership amended the ~~secured~~ property loan with Live 929 Apartments to increase the total available loan amount to ~~$1.5~~$1.5 million from ~~$1.0~~$1.0 million. The property loan is subordinate to the MRBs associated with the property.

~~In August 2021, the Partnership received approximately $328,000 as payment in full for outstanding principal and interest on a note receivable due from Arbors at Hickory Ridge.~~

~~Activity in the First Nine Months of 2020~~

Concurrent with the acquisition of GILs (Note 7), the Partnership committed to provide property loans for the construction of the underlying properties on a draw-down basis for Scharbauer Flats Apartments, Oasis at Twin Lakes, and Centennial Crossings. Property loan commitments for these properties total $76.1 million.

~~During the third quarter of 2020, the Partnership advanced Live 929 Apartments approximately $406,000 under the secured property loan entered into in August 2019.~~

The following table summarizes the ~~Partnership’s remaining~~changes in the Partnership's loan loss allowance for the three months ended March 31, 2022 and 2021:


	For the Three Months Ended March 31,
	2022			2021
Balance, beginning of period	$	8,749,348		$	8,305,046
Other reductions (1)		(860,533	)		-
Balance, end of period	$	7,888,815		$	8,305,046

(1)

The reduction in the loan loss allowance is due to a principal payment received on the Live 929 Apartments property loan ~~commitments~~ as part of ~~September 30, 2021:~~

the restructuring of the outstanding debt of Live 929 Apartments (Note 6).

Maturity Date ⁽¹⁾

Interest Rate

Maximum Remaining Commitment

Centennial Crossings

9/1/2023
LIBOR + 2.50%
⁽²⁾

21,232,271

Hilltop at Signal Hills

8/1/2023
SOFR + 3.07%
⁽²⁾

20,197,939

Legacy Commons at Signal Hills

2/1/2024
SOFR + 3.07%
⁽²⁾

31,233,972

Oasis at Twin Lakes

8/1/2023
LIBOR + 2.50%
⁽²⁾

13,755,209

Scharbauer Flats Apartments

1/1/2023
LIBOR + 2.85%

20,850,387

Osprey Village

8/1/2024
SOFR + 3.07%
⁽²⁾

24,500,000

Willow Place Apartments

10/1/2024
SOFR + 3.30%
⁽³⁾

20,351,328

Total

$
152,121,106

⁽¹⁾	~~The borrower may elect to extend the maturity date for a period ranging between six and twelve months upon meeting certain conditions, including payment of a non-refundable extension fee.~~

⁽²⁾	~~The index is subject to a floor of 0.5%.~~

⁽³⁾	~~The index is subject to a floor of 0.25%.~~

11. Income Tax Provision

The Partnership recognizes current income tax expense for federal, state, and local income taxes incurred by the Greens Hold Co, which owns The 50/50 MF Property and certain property loans. The following table summarizes income tax expense (benefit) for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

2021

2020

Current income tax expense (benefit)

$
(39,131
)

$
(33,618
)

$
104,483

$
107,681

Deferred income tax benefit

(42,011
)

(34,601
)

(77,681
)

(66,482
)
Total income tax expense (benefit)

$
(81,142
)

$
(68,219
)

$
26,802

$
41,199


	For the Three Months Ended March 31,
	2022		2021
Current income tax expense	$	7,644	$	16,485
Deferred income tax expense (benefit)		7,266		(16,228	)
Total income tax expense	$	14,910	$	257

The Partnership evaluated whether it is more likely than not that its deferred income tax assets will be realizable. There was 0 valuation allowance recorded as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

12. Other Assets

The following table summarizes the Partnership's other assets as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Deferred financing costs, net	$	1,419,806	$	390,649	$	1,305,411	$	1,349,097
Fair value of derivative instruments (Note 18)		311,801		321,503
Fair value of derivative instruments (Note 17)						2,738,404		343,418
Taxable mortgage revenue bonds, at fair value		2,435,954		1,510,437		9,535,962		3,428,443
Taxable governmental issuer loan held in trust		1,000,000		-		1,000,000		1,000,000
Bond purchase commitments, at fair value (Note 19)		401,223		431,879
Bond purchase commitments, at fair value (Note 18)						145,323		964,404
Operating lease right-of-use assets, net		1,626,953		1,648,742		1,612,482		1,619,714
Other assets		1,608,565		1,605,374		2,377,924		2,157,809
Total other assets	$	8,804,302	$	5,908,584	$	18,715,506	$	10,862,885

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the operating lease right-of-use assets consisted primarily of a ground lease at the 50/50 MF Property (Note 13).

The Partnership has remaining commitments to provide additional funding of the taxable GIL and taxable MRBs during construction and/or rehabilitation of the secured properties as of March 31, 2022. See Note 2318 for further information regarding the Partnership’s remaining taxable GIL and taxable MRB funding commitments.

See Note 22 for a description of the methodology and significant assumptions for determining the fair value of derivative instruments, taxable MRBs and bond purchase commitments. Unrealized gains or losses on derivative instruments are reported as ~~“Interest~~

“Interest expense” in the Partnership's condensed consolidated statements of operations. Unrealized gain or 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.

~~Concurrent with~~ As of March 31, 2022, the ~~acquisition of the Hope on Avalon GIL (Note 7), the Partnership entered into a~~ taxable GIL ~~to provide construction financing~~ ~~for the underlying property on a draw-down basis.~~ ~~The GIL~~ and two taxable ~~GIL~~MRBs are ~~on parity and~~ ~~share a first mortgage lien position on all real and personal property associated with the underlying property. The taxable GIL is~~ held in trust in connection with a TOB ~~Trust financing~~trust financings (Note ~~16)~~15).

Activity in the First Three Months of 2022

The following table includes details of the taxable MRB acquired during the three months ended March 31, 2022:

Property Name

Month
Acquired

Property Location

Units

Maturity Date

Interest Rate

Initial Principal Acquired

Live 929 Apartments - Series 2022B

January 2022

Baltimore, MD

575

1/1/2029

4.30

3,625,000

Activity in the First Three Months of 2021

The following table includes details of the taxable GIL ~~and the total funding commitment, that was entered into~~acquired during the ~~nine~~three months ended ~~September 30,~~March 31, 2021:

Property Name

Date Committed

Maturity Date

Initial Outstanding Balance

Total Commitment

Hope on Avalon

January 2021

2/1/2023 (1)

1,000,000

10,573,000

(1)

The borrower has the option to extend the maturity up to six months upon payment of a non-refundable extension fee.

⁽¹⁾

~~The borrower has the option to extend the maturity up to six months upon payment of a non-refundable extension fee.~~

~~The following table includes details of the taxable MRB, and the total funding commitment, that was entered into during the nine months ended September 30, 2020:~~

Property Name

Date Committed

Maturity Date

Initial Outstanding Balance

Total Commitment

Ocotillo Springs - Series A-T

July 2020

8/1/2022 ⁽¹⁾

$
-

⁽²⁾
$
7,000,000

⁽¹⁾	~~The borrower has the option to extend the maturity up to one year.~~

⁽²⁾	~~The Partnership had advanced 0 and $1.0 million as of December 31, 2020 and September 30, 2021, respectively.~~

13. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the Partnership's accounts payable, accrued expenses and other liabilities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	September 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Accounts payable	$	214,525	$	94,674	$	1,095,665	$	1,234,111
Accrued expenses		4,121,562		2,755,010		2,583,926		4,102,381
Accrued interest expense		3,961,834		3,433,247		4,607,370		4,229,119
Operating lease liabilities		2,151,595		2,149,001		2,152,394		2,151,991
Other liabilities		1,737,030		1,517,633		2,097,924		1,946,610
Total accounts payable, accrued expenses and other liabilities	$	12,186,546	$	9,949,565	$	12,537,279	$	13,664,212

The 50/50 MF Property has a ground lease with the University of Nebraska-Lincoln with an initial lease term expiring in March ~~2048.~~2048. The Partnership has an option to extend the lease for an additional five-year period, which has not been factored into the calculation of the ROU asset and lease liability. Annual lease payments are ~~$100~~$100 per year. The Partnership is also required to make monthly payments, when cash is available at The 50/50 MF Property, to the University of Nebraska-Lincoln. Payment amounts are based on The 50/50 MF Property’s revenues, subject to an annual guaranteed minimum amount. As of ~~September 30, 2021,~~March 31, 2022, the minimum aggregate annual payment due under the agreement is approximately ~~$138,000.~~$138,000. The minimum aggregate annual payment increases 2%2% annually until July 31, 2034 and increases 3%3% annually thereafter. The 50/50 MF Property will be required to make additional payments under the agreement if its gross revenues exceed certain thresholds. The Partnership recognized expenses related to the ground lease of approximately ~~$42,000 and $126,000~~$42,000 for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, and are reported within “Real estate operating expenses” in the Partnership's condensed consolidated statements of operations.

The following table summarizes future contractual payments for the Partnership’s operating leases and a reconciliation to the carrying value of operating lease liabilities as of ~~September 30, 2021:~~March 31, 2022:


Remainder of 2022	$	106,151
2023		143,561
2024		144,706
2025		147,598
2026		150,548
Thereafter		4,219,127
Total		4,911,691
Less: Amount representing interest		(2,759,297	)
Total operating lease liabilities	$	2,152,394

Remainder of 2021

$
34,968

2022

141,119

2023

143,561

2024

144,706

2025

147,598

Thereafter

4,369,676

Total

4,981,628

Less: Amount representing interest

(2,830,033
)
Total operating lease liabilities

$
2,151,595

14. ~~Unsecured Lines of Credit~~

~~The following table summarizes the unsecured lines of credit (“LOC” or “LOCs”) as of December 31, 2020:~~

Unsecured Lines of Credit

Outstanding as of December 31, 2020

Total
Commitment

Commitment
Maturity

Variable /
Fixed

Reset
Frequency

Period End
Rate

Bankers Trust non-operating

$
7,475,000

$
50,000,000

June 2022

Variable ⁽¹⁾

Monthly

2.65
%
Bankers Trust operating

-

10,000,000

June 2022

Variable⁽¹⁾

Monthly

3.40
%
Total unsecured lines of credit

$
7,475,000

$
60,000,000

⁽¹⁾	~~The variable rate is indexed to LIBOR plus an applicable margin.~~

In June 2021, the Partnership and Bankers Trust agreed to terminate the $10 million unsecured operating LOC upon closing of a new $40 million secured LOC with BankUnited, N.A. and Bankers Trust (Note 15). There was 0 outstanding principal or accrued interest outstanding as of the termination date.

In August 2021, the Partnership and Bankers Trust Company (“Bankers Trust”) agreed to terminate the $50 million unsecured non-operating LOC and was replaced with a secured line of credit (Note 15). There was 0 outstanding principal on the unsecured non-operating LOC as of the termination date.

~~15.~~ Secured Lines of Credit

The following ~~table summarizes~~tables summarize the Partnership's secured ~~LOCs~~lines of credit ("LOC" or "LOCs") as of ~~September 30,~~March 31, 2022 and December 31, 2021:


Secured Lines of Credit	Outstanding as of March 31, 2022		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	6,500,000	$	40,000,000	June 2023 (1)	Variable (2)	Monthly		3.54	%
Bankers Trust Acquisition LOC		23,699,000		50,000,000	June 2023	Variable (3)	Monthly		3.35	%
	$	30,199,000	$	90,000,000

Secured Line of Credit

Outstanding as of September 30, 2021

Total Commitment

Commitment Maturity

Variable /
Fixed

Reset
Frequency

Period End
Rate

BankUnited general

$
6,500,000

$
40,000,000

June 2023 ⁽¹⁾

Variable ⁽²⁾

Monthly

3.50
%
Bankers Trust acquisition

-

50,000,000

June 2023

Variable⁽³⁾

Monthly

3.10
%

$
6,500,000

$
90,000,000

(1)

⁽¹⁾

~~The General LOC contains 2~~ ~~one-year~~ ~~extensions subject to certain~~ ~~conditions and payment of a 0.25%~~The General LOC contains 2one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by the Administrative Agent if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

⁽²⁾	~~The variable rate is equal to LIBOR + 3.25%, subject to a floor of 3.50%.~~

⁽³⁾	The variable rate is equal to the greater of (i) the Prime Rate or (ii) 3.25% per annum; plus or minus a margin varying from 0.35% to (0.65%) depending upon the ratio of the Partnership’s senior debt to market value of assets.

~~In June 2021,~~ the Partnership will be granted by BankUnited, N.A. (“BankUnited”) if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

(2)

The variable rate is equal to LIBOR + 3.25%, subject to a floor of 3.50%.

(3)

The variable rate is equal to the greater of (i) the Prime Rate or (ii) 3.25% per annum; plus or minus a margin varying from 0.35% to (0.65%) depending upon the ratio of the Partnership’s senior debt to market value of assets.


Secured Lines of Credit	Outstanding as of December 31, 2021		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited General LOC	$	6,500,000	$	40,000,000	June 2023 (1)	Variable (2)	Monthly		3.50	%
Bankers Trust Acquisition LOC		39,214,000		50,000,000	June 2023	Variable (3)	Monthly		3.10	%
	$	45,714,000	$	90,000,000

(1)

The General LOC contains 2one-year extensions subject to certain conditions and payment of a 0.25% extension fee. The first extension request by the Partnership will be granted by BankUnited if all such conditions are met. Any subsequent extension requested by the Partnership will be granted or denied in the sole discretion of the lenders.

(2)

The variable rate is equal to LIBOR + 3.25%, subject to a floor of 3.50%.

(3)

The Partnership has entered into a secured Credit Agreement (“Secured Credit Agreement”) of up to ~~$40~~$40.0 million with BankUnited ~~N.A.~~ and Bankers Trust Company, and the sole lead arranger and administrative agent, BankUnited, ~~N.A,~~ for a general secured line of credit ~~(“General~~(the “General LOC”). The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to ~~40%~~40% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of (i) the net book value of the Suites on Paseo MF Property, and (ii) ~~100%~~100% of the Partnership’s capital contributions to equity investments, subject to certain restrictions. The proceeds of the General LOC will be used by the Partnership to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of the borrowing base.

The General LOC is secured by first priority security interests in the Partnership’s investments in unconsolidated entities, a mortgage and assignment of leases and rents of the Suites on Paseo MF Property, and a security interest in a bank account at BankUnited, ~~N.A.,~~ in which the Partnership must maintain a balance of not less than ~~$5 million.~~$5.0 million. In addition, an affiliate of the Partnership, Greystone Select ~~Holdings LLC~~Incorporated (“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 ~~September 30, 2021.~~March 31, 2022. No fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership is subject to various affirmative and negative covenants under the Secured Credit Agreement that, among others, require the Partnership to maintain a minimum liquidity of not less than $5$5 million, maintain a minimum consolidated tangible net worth of ~~$100.0~~$100.0 million, and to notify ~~the Administrative Agent~~BankUnited if the Partnership’s consolidated net worth declines by (a) more than ~~20%~~20% from the immediately preceding quarter, or (b) more than ~~35%~~35% from the date at the end of two consecutive calendar quarters ending immediately thereafter. The Partnership was in compliance with all covenants as of ~~September 30, 2021.~~March 31, 2022.

In ~~August 2021,~~addition, the Partnership and Bankers Trust Company have entered into an amended and restated credit agreement for a secured non-operating line of credit ~~(“Acquisition~~(the “Acquisition LOC”) with a maximum commitment of up to ~~$50~~$50.0 million. ~~The Acquisition LOC replaces the Partnership’s previous unsecured non-operating line of credit (Note 14).~~ The Acquisition LOC may be used to fund purchases of multifamily real estate, tax-exempt or taxable MRBs, and tax-exempt or taxable loans issued to finance the acquisition, rehabilitation, or construction of affordable housing or which are otherwise secured by real estate or mortgage-backed securities (collectively, the “financed assets”). The financed assets acquired with the proceeds of the Acquisition LOC will be held in a custody account and the outstanding balances of the Acquisition LOC will be secured by a first priority interest in the financed assets and will be maintained in the custody account until released by Bankers Trust.

Advances on the Acquisition LOC are due on the 270th day following the advance date but may be extended for up to three additional 90-day periods, but in no event later than the maturity date by providing Bankers Trust with a written request for such extension together with a principal payment of 5%5% of the principal amount of the original acquisition advance for the first such extension, ~~10%~~10% for the second such extension, and ~~20%~~20% for the third such extension. The Acquisition LOC documents contains a covenant, among others, that the Partnership’s ratio of the lender’s senior debt will not exceed a specified percentage of the market value of the Partnership’s assets, as defined in the Credit Agreement. In April 2022, the Partnership and Bankers Trust Company amended the credit agreement to update certain defined terms effective March 31, 2022. The Partnership was in compliance with all covenants as of ~~September 30, 2021.~~March 31, 2022.

~~16.~~15. Debt Financing

The following tables summarize the Partnership’s debt financings, net of deferred financing costs, as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	Outstanding Debt Financings as of March 31, 2022, net		Restricted Cash		Year Acquired	Stated Maturities	Reset Frequency	Variable Rate Index	Index Based Rates	Spread/ Facility Fees	Period End Rates
TEBS Financings
Fixed - M24	$	21,890,197	$	4,000	2010	2027	N/A	N/A	N/A	N/A	3.05%
Variable - M31 (1)		76,637,387		4,999	2014	2024	Weekly	SIFMA	0.54%	1.28%	1.82%
Fixed - M33		30,034,239		2,606	2015	2030	N/A	N/A	N/A	N/A	3.24%
Fixed - M45 (2)		213,438,490		5,000	2018	2034	N/A	N/A	N/A	N/A	3.82%

Secured Notes
Variable - Notes		102,722,663		36,256,804	2020	2025	Monthly	3-month LIBOR	0.83%	9.00%	9.83% (3)

TOB Trust Securitizations
Mizuho Capital Markets:
Variable - TOB		13,491,156	(4)		2020	2022	Weekly	SIFMA	0.71%	0.89%	1.60%
Variable - TOB		92,087,297	(4)		2019 - 2021	2023	Weekly	SIFMA	0.71% - 0.73%	0.89% - 1.67%	1.60% - 2.40%
Variable - TOB		126,743,565	(4)		2020	2023	Weekly	OBFR	0.57%	0.89%	1.46%
Variable - TOB		188,564,169	(4)		2021 - 2022	2024	Weekly	OBFR	0.57%	0.89% - 1.16%	1.46% - 1.73%
Morgan Stanley:
Fixed - Term TOB		12,894,130		-	2019	2024	N/A	N/A	N/A	N/A	1.98%
Barclays Capital Inc.:
Variable - TOB		3,950,371		-	2021	2023	Weekly	OBFR	0.50%	1.27%	1.77%
Total Debt Financings	$	882,453,664

(1)

Facility fees have a variable component.

(2)

The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

(3)

The Partnership has entered into a total return swap transaction with the Secured Notes as the reference security and a notional amount totaling the outstanding principal on the Secured Notes. The total return swap effectively nets down the interest rate on the Secured Notes. Considering the effect of the total return swap, the effective net interest rate is 4.58% for approximately $103.0 million of the Secured Notes as of March 31, 2022. See Note 17 for further information on the total return swap.

(4)

The Partnership has restricted cash totaling approximately $2.1 million related its total net position with Mizuho Capital Markets.


	Outstanding Debt Financings as of December 31, 2021, net		Restricted Cash		Year Acquired	Stated Maturities	Reset Frequency	Variable Rate Index	Index Based Rates	Spread/ Facility Fees	Period End Rates
TEBS Financings
Fixed - M24	$	35,551,762	$	204,000	2010	2027	N/A	N/A	N/A	N/A	3.05%
Variable - M31 (1)		76,964,051		4,999	2014	2024	Weekly	SIFMA	0.13%	1.32%	1.45%
Fixed - M33		30,191,051		2,606	2015	2030	N/A	N/A	N/A	N/A	3.24%
Fixed - M45 (2)		213,931,752		5,000	2018	2034	N/A	N/A	N/A	N/A	3.82%

Secured Notes
Variable - Notes		102,798,158		77,531,264	2020	2025	Monthly	3-month LIBOR	0.20%	9.00%	9.20% (3)

TOB Trust Securitizations
Mizuho Capital Markets:
Variable - TOB		13,482,312		-	2020	2022	Weekly	SIFMA	0.23%	0.89%	1.12%
Variable - TOB		117,257,933		-	2019 - 2021	2023	Weekly	SIFMA	0.23% - 0.30%	1.17% - 1.67%	1.40% - 1.97%
Variable - TOB		115,143,312		-	2020	2023	Weekly	OBFR	0.18%	0.89%	1.07%
Variable - TOB		98,703,495		-	2021	2024	Weekly	OBFR	0.18%	0.89% - 1.16%	1.07% - 1.34%
Morgan Stanley:
Fixed - Term TOB		12,915,190		-	2019	2024	N/A	N/A	N/A	N/A	1.98%
Barclays Capital Inc.:
Variable - TOB		3,139,698		-	2021	2022	Weekly	OBFR	0.14%	1.27%	1.41%
Total Debt Financings	$	820,078,714

Outstanding Debt
Financings as of September 30, 2021, net

Restricted
Cash

Year
Acquired

Stated
Maturities

Reset
Frequency

Variable Rate Index

Index
Based Rates

Spread/
Facility Fees

Period End
Rates

TEBS Financings

Fixed - M24

$
39,435,294

$
4,000

2010

May 2027

N/A

N/A

N/A

N/A

3.05%

Variable - M31 ⁽¹⁾

77,340,279

4,999

2014

July 2024

Weekly

SIFMA

0.05%

1.27%

1.32%

Fixed - M33

30,345,610

2,606

2015

September 2030

N/A

N/A

N/A

N/A

3.24%

Fixed - M45 ⁽²⁾

214,415,750

5,000

2018

July 2034

N/A

N/A

N/A

N/A

3.82%

Secured Notes

Variable - Notes

102,872,192

77,530,879

2020

September 2025

Monthly

3-month LIBOR

0.12%

9.00%

9.12% ⁽³⁾

TOB Trust Securitizations

Mizuho Capital Markets:

Variable - TOB

9,034,467

-

2020

July 2022

Weekly

SIFMA

0.21%

0.89%

1.10%

Variable - TOB

10,032,675

-

2021

February 2023

Weekly

SIFMA

0.21%

1.42%

1.63%

Variable - TOB

4,127,846

-

2021

April 2023

Weekly

SIFMA

0.21%

1.27%

1.48%

Variable - TOB

96,716,042

-

2019

July 2023

Weekly

SIFMA

0.21% - 0.25%

1.17% - 1.67%

1.38% - 1.92%

Variable - TOB

100,813,059

-

2020

September 2023

Weekly

OBFR

0.26%

0.89%

1.15%

Variable - TOB

5,680,103

-

2020

December 2023

Weekly

SIFMA

0.21%

1.27%

1.48%

Variable - TOB

52,531,175

-

2021

January 2024

Weekly

OBFR

0.26%

0.89%

1.15%

Variable - TOB

4,351,664

-

2021

July 2024

Weekly

OBFR

0.26%

1.16%

1.42%

Morgan Stanley:

Fixed - Term TOB

12,936,258

-

2019

May 2024

N/A

N/A

N/A

N/A

1.98%

Total Debt Financings

$
760,632,414

(1)

Facility fees have a variable component.

(2)

(3)

The Partnership has entered into 2 total return swap transactions with the Secured Notes as the reference security and notional amounts totaling the outstanding principal on the Secured Notes. The total return swaps effectively net down the interest rate on the Secured Notes. Considering the effect of the total return swaps, the effective net interest rate is 4.25% for approximately $39.6 million of the Secured Notes and 1.00% for approximately $63.5 million of the Secured Notes as of December 31, 2021. See Note 17 for further information on the total return swaps.

⁽¹⁾

~~Facility fees have a variable component~~.

⁽²⁾	The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

⁽³⁾

The Partnership has entered into 2 total return swap transactions with the Secured Notes as the reference security and notional amounts totaling the outstanding principal on the Secured Notes. The total return swaps effectively net down the interest rate on the Secured Notes. Considering the effect of the total return swaps, the effective net interest rate is 4.25% for approximately $39.7 million of the Secured Notes and 1.00% for approximately $63.5 million of the Secured Notes as of September 30, 2021. See Note 18 for further information on the total return swaps.

Outstanding Debt
Financings as of December 31, 2020

Restricted
Cash

Year
Acquired

Stated
Maturities

Reset
Frequency

Variable Rate Index

Index
Based Rates

Spread/
Facility Fees

Period End
Rates

TEBS Financings

Fixed - M24

$
39,825,019

$
238,760

2010

May 2027

N/A

N/A

N/A

N/A

3.05%

Variable - M31 ⁽¹⁾

78,272,018

4,999

2014

July 2024

Weekly

SIFMA

0.12%

1.34%

1.46%

Fixed - M33

30,796,097

2,606

2015

September 2030

N/A

N/A

N/A

N/A

3.24%

Fixed - M45 ⁽²⁾

215,825,022

5,000

2018

July 2034

N/A

N/A

N/A

N/A

3.82%

Secured Notes

Variable - Notes

103,086,756

77,500,000

2020

September 2025

Monthly

3-month LIBOR

0.22%

9.00%

9.22% ⁽³⁾

TOB Trust Securitizations

Mizuho Capital Markets:

Variable - TOB

1,765,167

-

2020

July 2022

Weekly

SIFMA

0.29%

0.89%

1.18%

Variable - TOB

122,724,862

-

2019

July 2023

Weekly

SIFMA

0.29% - 0.39%

1.17% - 1.67%

1.46% - 2.06%

Variable - TOB

62,992,845

-

2020

September 2023

Weekly

OBFR

0.33%

0.89%

1.22%

Variable - TOB

5,668,324

-

2020

December 2023

Weekly

SIFMA

0.29%

1.27%

1.56%

Morgan Stanley:

Fixed - Term TOB

13,001,530

-

2019

May 2022

N/A

N/A

N/A

N/A

3.53%

Total Debt Financings

$
673,957,640

⁽¹⁾	~~Facility fees have a variable component.~~

⁽²⁾	The M45 TEBS has an initial interest rate of 3.82% through July 31, 2023. From August 1, 2023 through the stated maturity date, the interest rate is 4.39%. These rates are inclusive of credit enhancement fees payable to Freddie Mac.

⁽³⁾

The Partnership has entered into 2 total return swap transactions with the Secured Notes as the reference security and notional amounts totaling the outstanding principal on the Secured Notes. The total return swaps effectively net down the interest rate on the Secured Notes. Considering the effect of the total return swaps, the effective net interest rate is 4.25% for approximately $40.0 million of the Secured Notes and 1.00% for approximately $63.5 million of the Secured Notes as of December 31, 2020. See Note 18 for further information on the total return swaps.

The TOB, Term TOB and TEBS financing arrangements are consolidated VIEs of the Partnership (Note 5). The Partnership is the primary beneficiary due to its rights to the underlying assets. Accordingly, the Partnership consolidates the TOB, Term TOB and TEBS financings inon the Partnership's condensed consolidated financial statements. See ~~Note 6 for~~ information regarding the MRBs, GILs, property loans, taxable MRBs and taxable GIL securitized within ~~each~~the TOB, Term TOB and TEBS ~~financing, Note~~financings in Notes 6, 7, ~~for information regarding the GILs securitized within each TOB Trust financing, Note~~ 10 ~~for information regarding the property loans securitized within each TOB Trust financing~~ and ~~Note~~ 12, ~~for information regarding the taxable GIL securitized within a TOB Trust financing.~~respectively. As the residual interest holder in the arrangements, 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 ~~may~~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 Partnership has never been, and does not expect in the future, to be required to reimburse the VIEs for any shortfall.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Partnership posted restricted cash as contractually required under the terms of the four TEBS financings. ~~The~~In addition, the Partnership has entered into an interest rate cap agreement to mitigate its exposure to interest rate fluctuations on the variable-rate M31 TEBS financing (Note 17).

As of March 31, 2022 and December 31, 2021, the restricted cash associated with the Secured Notes is collateral posted with Mizuho according to the terms of 2 total return swaps that have the Secured Notes as the reference security (Note ~~18)~~17). The Partnership may also be required to post additional collateral ~~typically in cash, related to~~if the ~~TOB Trusts with Mizuho. The amount~~value of ~~collateral posting required is dependent on~~TEBS financing residual certificates declines below a threshold under the aggregate valuation of the underlying MRBs, taxable MRB, GILs, taxable GIL and property loans in relation to thresholds set by Mizuho. There was no requirement to post collateral for the TOB Trusts with Mizuho as of September 30, 2021 or December 31, 2020.total return swaps.

The Partnership has entered into various TOB ~~Trust~~trust financings with Mizuho and Barclays secured by MRBs, aGILs, taxable ~~MRB, GILs,~~MRBs, a taxable GIL, and property loans. The TOB trusts and Secured Notes with Mizuho and the TOB ~~Trusts~~trust with Barclays are subject to master agreements that contain certain covenants and requirements. The TOB trust financings with Mizuho and Barclays require that the ~~Partnership’s~~Partnership's residual ~~interest~~interests in ~~the~~each TOB ~~Trusts~~trust maintain a certain value in relation to ~~the~~ total assets in each ~~Trust. In addition, the Master Trust Agreement~~TOB trust. The TOB trust

financings with Mizuho ~~requires~~and Barclays also require the ~~Partnership’s partners’~~Partnership's partners' capital, as defined, to maintain a certain threshold and that the Partnership ~~remains~~remain listed on the NASDAQ. The master agreement with Barclays also puts limits on the Partnership's Leverage Ratio (as defined by the Partnership). If the Partnership is not in compliance with any of these covenants, a termination event of the financing ~~facility~~facilities would be ~~triggered, which would require the Partnership to purchase a portion or all of the senior interests issued by each TOB Trust.~~triggered. The Partnership was in compliance with these covenants as of ~~September 30, 2021.~~March 31, 2022.

The Partnership may also be required to post collateral, typically cash, related to the TOB trust financings with Mizuho and Barclays. The amount of collateral posting required is dependent on the valuation of the securitized assets and interest rate swaps (Note 17) in relation to thresholds set by Mizuho and Barclays. There was no requirement to post collateral for the TOB trust financings with Mizuho and Barclays as of March 31, 2022.

The Term TOB ~~Trust~~trust financing with Morgan Stanley is subject to a Trust Agreement and other related agreements that contain covenants with which the Partnership or the underlying MRB are required to comply. The underlying property must maintain certain occupancy and debt service covenants. A termination event will occur if the Partnership’s net assets, as defined, decrease by ~~25%~~25% in one quarter or ~~35%~~35% over one ~~year; requires~~year. The covenants also require the Partnership’s partners’ capital, as defined, to maintain a certain threshold and that the Partnership ~~remains~~remain listed on a nationally recognized stock exchange. If the underlying property or the Partnership, as applicable, is ~~not in~~out of compliance with any of these covenants, a termination event of the financing facility would be ~~triggered, which would require the Partnership to purchase a portion or all of the Class A Certificates held by Morgan Stanley.~~triggered. The Partnership was in compliance with all covenants as of ~~September 30, 2021.~~March 31, 2022.

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

Activity in the First ~~Nine~~Three Months of ~~2021~~2022

New Debt Financings:

~~The following is a summary of the Mizuho TOB Trust financings that were entered into during the nine months ended September 30, 2021:~~

TOB Trusts Securitization

Initial TOB
Trust Financing ⁽¹⁾

Stated Maturity

Reset
Frequency

Variable Rate Index

Facility Fees

TOB Trust 2021-XF2926 ⁽²⁾

$
16,190,000

January 2024

Weekly

OBFR

0.89%

Hope on Avalon GIL

5,064,000

February 2023

Weekly

SIFMA

1.42%

Hope on Broadway GIL

2,953,000

February 2023

Weekly

SIFMA

1.42%

Jackson Manor Apartments MRB

3,528,000

April 2023

Weekly

SIFMA

1.27%

TOB Trust 2021-XF2939 ⁽³⁾

4,085,000

July 2024

Weekly

OBFR

1.16%

Total TOB Trust Financings

$
31,820,000

⁽¹⁾	Amounts shown are the initial funding into the respective TOB Trusts. The balances will increase based upon subsequent fundings of the related securitized assets and the current outstanding balances are contained in the summarized debt financing table above.

⁽²⁾	The TOB Trust is a securitization of the Legacy Commons at Signal Hills GIL and property loan, Hilltop at Signal Hills GIL and property loan, Oasis at Twin Lakes property loan and Hope on Avalon taxable GIL.

⁽³⁾	~~The TOB Trust is a securitization of the Osprey Village GIL and property loan and the Ocotillo Spring Series A-T taxable MRB~~.

~~Redemptions:~~

The following is a summary of the TOB ~~Trust~~trust financings that were entered into during the three months ended March 31, 2022:

TOB Trusts Securitization

Initial TOB
Trust Financing

Stated Maturity

Reset
Frequency

Variable Rate Index

Facility Fees

Live 929 Series 2022A & 2022B MRBs

55,990,000

February 2024

Weekly

OBFR

1.15%

Total TOB Trust Financings

55,990,000

Redemptions:

The following is a summary of the TOB trust financings that were collapsed and all principal and interest were paid in full during the ~~nine~~three months ended ~~September 30, 2021:~~March 31, 2022:

Debt Financing

Debt Facility

Month

Paydown Applied

Rosewood Townhomes - Series A

TOB Trust

July 2021

$
7,700,000

South Pointe Apartments - Series A

TOB Trust

July 2021

17,990,000

$
25,690,000


Debt Financing	Debt Facility	Month	Paydown Applied
Live 929 Apartments - 2014 Series A	TOB Trust	January 2022	$	31,565,000

Refinancing Activity:

In ~~June 2021,~~January 2022, the Partnership extended the maturity date of ~~the Morgan Stanley Term TOB financing~~Barclays credit facility Trust 2021-XF2953 from ~~May~~October 2022 to ~~May 2024 and~~January 2023. There were no additional changes to terms or fees associated with the ~~interest rate was reduced to 1.98% from 3.53%.~~extension.

Activity in the First ~~Nine~~Three Months of ~~2020~~2021

New Debt Financings:

The following is a summary of the ~~Mizuho~~ TOB ~~Trust~~trust financings that were entered into during the ~~nine~~three months ended ~~September 30, 2020:~~March 31, 2021:

TOB Trusts Securitization

Initial TOB
Trust Financing (1)

Stated Maturity

Reset
Frequency

Variable Rate Index

Facility Fees

TOB Trust 2021-XF2926 (2)

16,190,000

January 2024

Weekly

OBFR

0.89%

Hope on Avalon GIL

5,064,000

February 2023

Weekly

SIFMA

1.42%

Hope on Broadway GIL

2,953,000

February 2023

Weekly

SIFMA

1.42%

Total TOB Trust Financings

24,207,000

TOB Trusts Securitization

Initial TOB
Trust Financing ⁽¹⁾

Stated Maturity

Reset
Frequency

Variable Rate Index

Facility Fees

Avistar at Copperfield - Series A

$
11,818,000

May 2021⁽²⁾

Weekly

SIFMA

1.67%

Avistar at Wilcrest - Series A

4,479,000

May 2021⁽²⁾

Weekly

SIFMA

1.67%

Avistar at Wood Hollow - Series A

34,007,000

May 2021⁽²⁾

Weekly

SIFMA

1.67%

Gateway Village

2,184,000

May 2021⁽²⁾

Weekly

SIFMA

1.67%

Lynnhaven

2,898,000

May 2021⁽²⁾

Weekly

SIFMA

1.67%

Ocotillo Springs - Series A

100,000

July 2022

Weekly

SIFMA

0.89%

Oasis at Twin Lakes GIL ⁽³⁾

10,440,000

July 2023

Weekly

SIFMA

0.89%

Scharbauer Flats Apartments GIL ⁽³⁾

36,000,000

July 2023

Weekly

SIFMA

0.89%

Centennial Crossings GIL ⁽³⁾

8,707,000

August 2023

Weekly

SIFMA

0.89%

TOB Trust 2020-XF2907 ⁽³⁾

55,870,000

September 2023

Weekly

OBFR

0.89%

TOB Trust 2020-XF2908

4,790,000

September 2023

Weekly

OBFR

0.89%

Total TOB Trust Financings

$
171,293,000

(1)

⁽¹⁾

~~Amounts shown are the initial funding into the respective TOB Trusts.~~Amounts shown are the initial funding into the respective TOB trusts. The balances will increase based upon subsequent fundings ~~of the related securitized assets and the current outstanding balances are contained in the summarized debt financing table above.~~

⁽²⁾	~~In July 2020, the Partnership extended the maturity date to July 2023~~.

⁽³⁾

~~NaN~~ TOB Trust financings associated with individual GILs were originated and subsequently collapsed during 2020. The three related GILs were then combined and re-securitized into a single TOB Trust financing in September 2020. The new TOB Trust financing was created to take advantage of lower interest rate spread adjustments compared to the previous TOB Trust financings. The termination of the single-GIL TOB Trust financings were treated as extinguishments for accounting purposes and the Partnership expensed approximately $364,000 of deferred financings costs.

~~In September 2020, ATAX TEBS Holdings, LLC, a wholly owned subsidiary~~ of the ~~Partnership, issued Secured Notes to Mizuho with an aggregate principal amount of $103.5 million.~~ related securitized assets and the current outstanding balances are contained in the summarized debt financing table above.

(2)

The ~~Secured Notes are secured~~TOB trust is securitized by the ~~Partnership’s residual certificates associated with its four TEBS Financings. The Secured Notes bear interest~~Legacy Commons at a variable rate equal to the 3-month LIBOR plus 9.00%, payable monthly. Concurrent with the issuance of the Notes, the Partnership entered into two total return swap transactions with Mizuho to reduce the net interest cost related to the Secured Notes (Note 18). Of the $103.5 million of proceeds from the Secured Notes, approximately $26.0 million was received in cash by the Partnership,Signal Hills GIL and ~~approximately $77.5 million was deposited with Mizuho as collateral for the total return swaps.~~

property loan, Hilltop at Signal Hills GIL and property loan, Oasis at Twin Lakes property loan and Hope on Avalon taxable GIL.

~~Redemptions:~~

In January 2020, the variable rate TOB Trust financings associated with the PHC Certificates were collapsed and all principal and interest were paid in full in conjunction with the Partnership’s sale of the PHC Certificates to an unrelated party.

In April 2020, the Partnership terminated its Master Trust Agreement and collapsed its Term TOB Trust and all Term A/B Trust financings with Deutsche Bank. As of the termination, the Partnership is no longer subject to the debt covenants in the Master Trust Agreement. All outstanding principal and interest related to the Term A/B Trust financings were paid off in full, and the Partnership paid a one-time fee of approximately $454,000 to terminate the trusts.

~~The following is a summary of the Deutsche Bank Term A/B Trust and TOB Trust financings that were collapsed and paid off in April 2020:~~

Debt Financing

Debt Facility

Month

Paydown Applied

Avistar at Copperfield - Series A

Term A/B Trust

April 2020

$
8,417,739

Avistar at Wilcrest - Series A

Term A/B Trust

April 2020

3,162,435

Avistar at Wood Hollow - Series A

Term A/B Trust

April 2020

26,860,536

Gateway Village

Term A/B Trust

April 2020

2,262,000

Lynnhaven

Term A/B Trust

April 2020

3,001,500

Pro Nova 2014-1

Term TOB

April 2020

8,010,000

$
51,714,210

Future Maturities

The Partnership’s contractual maturities of borrowings as of ~~September 30, 2021~~March 31, 2022 for the twelve-month periods ending December 31st for the next five years and thereafter are as follows:


Remainder of 2022	$	18,078,722
2023		228,172,815
2024		290,148,152
2025		112,504,344
2026		4,023,863
Thereafter		232,646,017
Total		885,573,913
Unamortized deferred financing costs and debt premium		(3,120,249	)
Total debt financing, net	$	882,453,664

Remainder of 2021

$
1,653,516

2022

15,604,689

2023

222,409,816

2024

158,068,152

2025

11,363,784

Thereafter

354,283,518

Total

763,383,475

Unamortized deferred financing costs and debt premium

(2,751,061
)
Total debt financing, net

$
760,632,414

~~17.~~16. Mortgages Payable and Other Secured Financing

The Partnership has entered into mortgages payable and other secured financings collateralized by MF Properties. The following ~~tables summarize~~is a summary of the ~~Partnership’s~~ mortgages payable and other secured financing, net of deferred financing costs, as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~

2021:

Property Mortgage Payables

Outstanding Mortgage
Payable as of
September 30, 2021, net

Outstanding Mortgage
Payable as of
December 31, 2020, net

Year
Acquired
or
Refinanced

Stated Maturity

Variable
/ Fixed

Period End
Rate

The 50/50 MF Property--TIF Loan

$
2,335,094

$
2,521,308

2020

March 2025

Fixed

4.40
%
The 50/50 MF Property--Mortgage

23,094,356

23,463,564

2020

April 2027

Fixed

4.35
%
Total Mortgage Payable\Weighted
Average Period End Rate

$
25,429,450

$
25,984,872

4.36
%

~~Activity in the First Nine Months of 2020~~

I
Property Mortgage Payables

Outstanding Mortgage
Payable as of
March 31, 2022, net

Outstanding Mortgage
Payable as of
December 31, 2021, net

Year
Acquired
or
Refinanced

Stated Maturity

Variable
/ Fixed

Period End
Rate

The 50/50 MF Property--TIF Loan

$
2,174,514

$
2,174,453

2020

March 2025

Fixed

4.40
%
The 50/50 MF Property--Mortgage

22,818,847

22,960,090

2020

April 2027

Fixed

4.35
%
Vantage at San Marcos--Mortgage (1)

1,690,000

1,690,000

2020

May 2022

Variable

4.25
%
Total Mortgage Payable\Weighted
Average Period End Rate

$
26,683,361

$
26,824,543

4.35
%

~~n February 2020, the Partnership refinanced~~ (1)

The ~~50/50 MF Property Mortgage loan with its existing lender. The Mortgage loan maturity date was extended seven years to April 2027, and the interest rate decreased~~mortgage payable relates to a ~~fixed interest rate~~consolidated VIE for future development of ~~4.35%~~a market-rate multifamily property (Note 5).

~~In February 2020, the Partnership~~ ~~refinanced The 50/50 MF Property TIF loan~~ ~~with its existing lender. The TIF loan maturity date was extended by five years to March 2025,~~ ~~and the interest rate decreased to a fixed interest rate of~~ ~~4.40%.~~

Future Maturities

Remainder of 2021	$	292,299
2022		870,162

Remainder of 2022				$	2,424,775
2023		909,151			909,537
2024		947,168			947,573
2025		1,746,754			1,747,315
2026					641,711
Thereafter		20,665,299			20,013,661
Total		25,430,833			26,684,572
Unamortized deferred financing costs		(1,383	)		(1,211	)
Total mortgages payable and other secured financings, net	$	25,429,450		$	26,683,361

~~18.~~17. Derivative Financial Instruments

The Partnership’s derivative financial instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Interest expense” in the Partnership's condensed consolidated statements of operations. The value of the Partnership’ interest rate swaps are subject to mark-to-market collateral posting provisions in conjunction with the Partnership’s TOB trust financings (Note 15). See Note 22 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative financial instruments are presented within “Other assets” in the Partnership's condensed consolidated balance sheets.

Interest Rate Swap Agreements

During the first quarter of 2022, the Partnership entered into two interest rate swap agreements to mitigate interest risk associated with the variable rate TOB trust financings (Note 15). No fees were paid to Mizuho upon closing of the interest rate swaps. The following table summarizes the Partnership's interest rate swap agreements as of March 31, 2022:


Trade Date	Notional Amount		Effective Date	Termination Date	Fixed Rate Paid			Period End Variable Rate Received			Variable Rate Index	Variable Debt Financing Hedged (1)	Counterparty	Fair Value of Asset as of March 31, 2022
February 2022		55,990,000	2/9/2022	2/1/2024		1.40	%		0.16	%	SOFR	TOB Trusts	Mizuho Capital Markets	$	911,775
March 2022		47,850,000	3/3/2022	3/1/2027		1.65	%		0.17	%	SOFR	TOB Trusts	Mizuho Capital Markets		1,428,971
														$	2,340,746

(1)

See Notes 15 and 22 for additional details.

Total Return Swap Agreements

The following table summarizes the terms of the Partnership’s total return swaps as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:

Trade Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
March 31, 2022

September 2020

102,982,129

September 2020

Sept 2025

4.58% (1)

9.83% (2)

3-month LIBOR

Mizuho Capital Markets

212,183

Purchase Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
September 30, 2021

Sept 2020

39,700,231

Sept 2020

Sept 2025

4.25% ⁽¹⁾

9.12%⁽³⁾

3-month LIBOR

Mizuho Capital Markets

$
80,492

Sept 2020

63,500,000

Sept 2020

Mar 2022

1.00% ⁽²⁾

9.12%⁽³⁾

3-month LIBOR

Mizuho Capital Markets

214,736

$
295,228

(1)

Variable rate equal to 3-month LIBOR + 3.75%, subject to a floor of 4.25%.

⁽¹⁾(2)

Variable rate equal to 3-month LIBOR + 9.00%.

~~Variable rate equal to 3-month~~ ~~LIBOR + 3.75%, subject to a floor of 4.25%.~~

⁽²⁾	~~Variable rate equal to 3-month LIBOR + 0.50%, subject to a floor of 1.00%.~~

⁽³⁾	~~Variable rate equal to 3-month LIBOR + 9.00%.~~

Purchase Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
December 31, 2020

Sept 2020

39,970,485

Sept 2020

Sept 2025

4.25% ⁽¹⁾

9.22%⁽³⁾

3-month LIBOR

Mizuho Capital Markets

$
77,995

Sept 2020

63,500,000

Sept 2020

Mar 2022

1.00% ⁽²⁾

9.22%⁽³⁾

3-month LIBOR

Mizuho Capital Markets

215,631

$
293,626

⁽¹⁾	~~Variable rate equal to 3-month~~ ~~LIBOR + 3.75%, subject to a floor of 4.25%.~~

⁽²⁾	~~Variable rate equal to 3-month LIBOR + 0.50%, subject to a floor of 1.00%.~~

⁽³⁾	~~Variable rate equal to 3-month LIBOR + 9.00%.~~

~~Each~~

Trade Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
December 31, 2021

September 2020

39,607,744

September 2020

Sept 2025

4.25% (1)

9.20% (3)

3-month LIBOR

Mizuho Capital Markets

77,061

September 2020

63,500,000

September 2020

Mar 2022

1.00% (2)

9.20% (3)

3-month LIBOR

Mizuho Capital Markets

215,267

292,328

(1)

Variable rate equal to 3-month LIBOR + 3.75%, subject to a floor of ~~the~~4.25%.

(2)

Variable rate equal to 3-month LIBOR + 0.50%, subject to a floor of 1.00%.

(3)

Variable rate equal to 3-month LIBOR + 9.00%.

The total return ~~swaps~~swap has the Partnership’s Secured Notes with Mizuho as the specified reference security (Note ~~16)~~15). The ~~combined~~ notional amount of the total return swaps is ~~$103.2 million, which is the same as the principal balance of the Secured Notes.~~$103.0 million. The rate received ~~on each~~the total return swap is equal to the interest rate on the Secured Notes such that they offset one another, resulting in a net interest cost equal to the rate paid on ~~each~~the total return swap. Under the total return ~~swaps,~~swap, the Partnership is liable for any decline in the value of the Secured Notes. If the fair value of the underlying Secured Notes is less than the outstanding principal balance, the Partnership is required to post additional cash collateral equal to the amount of the deficit. Such a deficit will also be reflected in the fair value of the total return swaps.

The Partnership was required to initially fund cash collateral with Mizuho for each total return swap. The total return swap with a current notional amount of ~~$39.7~~$103.0 million requires the Partnership to maintain cash collateral equal to ~~35%~~35% of the notional ~~amount, which was approximately $14.0 million as of September 30, 2021.~~amount. The second total return swap, ~~with a notional amount of $63.5 million, requires~~which was terminated in March 2022, required the Partnership to maintain cash collateral equal to ~~100%~~100% of the notional ~~amount, which was approximately $63.5 million as of September 30, 2021. Through~~amount. In March 2022, the Partnership ~~has~~allocated the ~~option to allocate~~ notional ~~amounts~~amount of $63.5 million from the second total return swap to the first total return swap which resulted in ~~minimum increments of $10.0 million, and receive net~~an increase in unrestricted cash ~~proceeds~~ of approximately ~~65% of the reallocated notional amount. The second total return swap terminates in March 2022 and any remaining cash collateral will be used to pay down the principal balance of the Secured Notes.~~ $41.3 million.

Interest Rate Cap Agreement

The Partnership has entered into an interest rate cap agreement to mitigate our exposure to interest rate fluctuations on variable-rate debt financing facilities. The following tables summarize the Partnership’s interest rate cap ~~agreements~~agreement as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:

Purchase Date

Notional Amount

Maturity
Date

Effective
Capped
Rate (1)

Index

Variable Debt
Financing
Hedged (1)

Counterparty

Fair Value as of
March 31, 2022

August 2019

76,184,554

Aug 2024

4.5

SIFMA

M31 TEBS

Barclays Bank PLC

185,475

(1)

See Notes 15 and 22 for additional details.

Purchase Date

Notional Amount

Maturity
Date

Effective
Capped
Rate (1)

Index

Variable Debt
Financing
Hedged (1)

Counterparty

Fair Value as of
December 31, 2021

August 2019

76,544,336

Aug 2024

4.5

SIFMA

M31 TEBS

Barclays Bank PLC

51,090

(1)

See Notes 15 and 22 for additional details.

Purchase
Date

Notional Amount

Maturity
Date

Effective
Capped
Rate ⁽¹⁾

Index

Variable Debt
Financing
Hedged ⁽¹⁾

Counterparty

Fair Value as of
September 30, 2021

Aug 2019

76,953,191

Aug 2024

4.5
%

SIFMA

M31 TEBS

Barclays Bank PLC

$
16,573

$
16,573

Purchase
Date

Notional Amount

Maturity
Date

Effective
Capped
Rate ⁽¹⁾

Index

Variable Debt
Financing
Hedged ⁽¹⁾

Counterparty

Fair Value as of
December 31, 2020

Aug 2019

77,979,924

Aug 2024

4.5
%

SIFMA

M31 TEBS

Barclays Bank PLC

$
27,877

$
27,877

⁽¹⁾	~~See Notes 16 and 23 for additional details.~~

The Partnership’s derivative financial instruments are not designated as hedging instruments and are recorded at fair value. Changes in fair value are included in current period earnings as “Interest expense” in the condensed consolidated statements of operations. See Note 23 for a description of the methodology and significant assumptions for determining the fair value of the derivatives. The derivative financial instruments are presented within “Other assets” in the condensed consolidated balance sheets.

~~19.~~18. Commitments and Contingencies

Legal Proceedings

The Partnership, from time to time, is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are frequently covered by insurance. If it has been determined that a loss is probable to occur and the amount of the loss can be reasonably estimated, the estimated amount of the loss is accrued in the Partnership's condensed consolidated financial statements. If the Partnership determines that a loss is reasonably possible, the Partnership will, if material, disclose the nature of the loss contingency and the estimated range of possible loss, or include a statement that no estimate of loss can be made. While the resolution of these matters cannot be predicted with certainty, the Partnership currently believes there are no pending legal proceedings in which the Partnership is currently involved the outcome of which will have a material effect on the Partnership’s financial condition, results of operations, or cash flows.

Bond Purchase Commitments

The Partnership may enter into bond purchase commitments related to MRBs to be issued and secured by properties under construction. Upon execution of the bond purchase commitment, the proceeds from the MRBs will be used to pay off the construction related debt. The Partnership bears no construction or stabilization risk during the commitment period. The Partnership accounts for its bond purchase commitments as available-for-sale securities and reports the asset or liability at fair value. Changes in the fair value of bond purchase commitments are recorded ~~in other~~as gains or losses on the Partnership's condensed consolidated statements of comprehensive ~~income.~~ income (loss). The following table summarizes the Partnership’s bond purchase ~~commitment~~commitments as of ~~September 30, 2021:~~ March 31, 2022:


Bond Purchase Commitments	Commitment Date	Maximum Committed Amounts Remaining		Rate			Estimated Closing Date	Fair Value as of March 31, 2022
CCBA Senior Garden Apartments	July 2020	$	3,807,000		4.50	%	Q3 2022	$	-
Anaheim & Walnut	September 2021		3,900,000		4.85	%	Q3 2024		145,323
		$	7,707,000					$	145,323

Bond Purchase Commitments

Commitment Date

Maximum
Committed
Amounts
Remaining

Rate

Estimated Closing
Date

Fair Value as of
September 30, 2021

CCBA Senior Garden Apartments

July 2020

$
3,807,000

4.50
%

Q4 2021

$
401,223

Anaheim & Walnut

September 2021

3,900,000

4.85
%

Q3 2024

-

$
7,707,000

$
401,223

Investment Commitments

~~Mortgage Revenue Bond and Taxable Mortgage Revenue Bond Commitments~~

The Partnership has ~~committed~~remaining commitments to ~~fund~~provide additional ~~proceeds related to the Ocotillo Springs Series A MRB (Note 6)~~funding of certain MRBs, taxable MRBs, GILs, taxable GILs, and ~~taxable MRB (Note 12)~~property loans while the related property is under construction. The Partnership’s remaining maximum commitments related to the Series A MRB and the taxable MRB totaled approximately $4.9 million and $6.0 million, respectively, as of September 30, 2021.

The Partnership has committed to fund additional proceeds related to the Jackson Manor Apartments MRB (Note 6) while the related property is under rehabilitation. The Partnership’s remaining maximum commitment related to the MRB totaled approximately $2.0 million as of September 30, 2021.

~~Governmental Issuer Loan and Taxable Governmental Issuer Loan Commitments~~

~~The Partnership has outstanding commitments to fund the proceeds related to the GILs and a taxable GIL while the related~~secured properties are under ~~construction. Disclosures of remaining maximum commitment for GILs and a taxable GIL are in Note 7 and Note 12, respectively.~~

~~Equity Investment Commitments~~

~~ATAX Vantage Holdings, LLC, a wholly owned subsidiary of the~~construction or rehabilitation. The Partnership also has outstanding commitments to contribute additional equity to unconsolidated entities. ~~See Note 9~~The following table summarizes the Partnership's total and remaining commitments as of March 31, 2022:


Property Name	Commitment Date	Maturity Date	Interest Rate	Total Initial Commitment		Remaining Commitment as of March 31, 2022
Mortgage Revenue Bonds
Residency at the Mayer - Series A	October 2021	April 2039	SOFR + 3.60% (1)	$	29,500,000	$	4,500,000
Meadow Valley	December 2021	December 2029	6.25%		44,000,000		43,900,000
Subtotal					73,500,000		48,400,000

Taxable Mortgage Revenue Bonds
Ocotillo Springs - Series A-T	July 2020	August 2022 (2)	LIBOR + 3.55% (1)	$	7,000,000	$	3,300,000
Residency at the Mayer Series A-T	October 2021	April 2024 (2)	SOFR + 3.70% (1)		12,500,000		11,500,000
Subtotal					19,500,000		14,800,000

Governmental Issuer Loans
Hope on Avalon	January 2021	February 2023 (2)	SIFMA + 3.75% (1)	$	23,390,000	$	12,408,800
Hope on Broadway	January 2021	February 2023 (2)	SIFMA + 3.75% (1)		12,105,623		3,414,378
Osprey Village	July 2021	August 2024 (2)	SOFR + 3.07% (1)		60,000,000		48,144,643
Willow Place Apartments	September 2021	October 2024 (2)	SOFR + 3.30% (1)		25,000,000		21,028,214
Subtotal					120,495,623		84,996,035

Taxable Governmental Issuer Loans
Hope on Avalon (Taxable)	January 2021	February 2023 (2)	SOFR + 3.55% (1)	$	10,573,000	$	9,573,000
Subtotal					10,573,000		9,573,000

Property Loans
Scharbauer Flats Apartments	June 2020	January 2023 (2)	LIBOR + 2.85%	$	24,160,000	$	7,637,988
Oasis at Twin Lakes	July 2020	August 2023 (2)	LIBOR + 2.50% (1)		27,704,180		4,542,507
Centennial Crossings	August 2020	September 2023 (2)	LIBOR + 2.50% (1)		24,250,000		6,815,740
Hilltop at Signal Hills	January 2021	August 2023 (2)	SOFR + 3.07% (1)		21,197,939		10,878,049
Legacy Commons at Signal Hills	January 2021	February 2024 (2)	SOFR + 3.07% (1)		32,233,972		15,985,341
Osprey Village	July 2021	August 2024 (2)	SOFR + 3.07% (1)		25,500,000		24,500,000
Willow Place Apartments	September 2021	October 2024 (2)	SOFR + 3.30% (1)		21,351,328		20,351,328
Magnolia Crossing (3)	December 2021	December 2022 (2)	SOFR + 6.50% (1)		14,500,000		847,606
Subtotal					190,897,419		91,558,559

Equity Investments
Vantage at Hutto	November 2020	N/A	N/A	$	11,233,000	$	4,833,670
Vantage at San Marcos (4)	November 2020	N/A	N/A		9,914,529		8,943,914
Vantage at Loveland	April 2021	N/A	N/A		16,329,000		1,308,260
Vantage at Fair Oaks	June 2021	N/A	N/A		11,011,245		634,381
Vantage at McKinney Falls	December 2021	N/A	N/A		11,431,272		3,571,068
Subtotal					59,919,046		19,291,293

Bond Purchase Commitments
CCBA Senior Garden Apartments	July 2020	Q3 2022 (5)	4.50%	$	3,807,000	$	3,807,000
Anaheim & Walnut	September 2021	Q3 2024 (5)	4.85%		3,900,000		3,900,000
Subtotal					7,707,000		7,707,000

Total Commitments				$	482,592,088	$	276,325,887

(1)

The variable index interest rate component is subject to a floor.

(2)

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

(3)

The remaining ~~maximum commitments.~~loan commitment will be used to cover debt service over the twelve month term of the property loan.

(4)

The property became a consolidated VIE effective during the fourth quarter of 2021 (Note 5). A development site has been identified for this property but construction had not commenced as of March 31, 2022.

(5)

This is the estimated closing date of the associated bond purchase commitment.

~~Property Loan Commitments~~

~~The Partnership has outstanding commitments to fund the proceeds related to property loans while certain properties are under construction. See Note 10 for disclosure of remaining maximum commitments.~~

Construction Loan Guarantees

The Partnership has entered into guaranty agreements for bridge loans related to certain investments in unconsolidated entities. The Partnership will only have to perform on the guarantees if a default by the borrower were to occur. The Partnership has not accrued any amount for these contingent liabilities because the likelihood of ~~guarantee~~guaranty claims is remote. The following table summarizes the Partnership’s maximum exposure under these ~~guarantee~~guaranty agreements as of ~~September 30, 2021:~~March 31, 2022:


Borrower	Guarantee Maturity	Maximum Balance Available on Loan		Loan Balance as of March 31, 2022		Partnership's Maximum Exposure as of March 31, 2022		Guarantee Terms
Vantage at Stone Creek	2023	$	34,222,000	$	34,222,000	$	17,111,000	(1)
Vantage at Coventry	2023		34,536,000		34,536,000		17,268,000	(1)

Borrower

Guarantee Maturity

Maximum Balance
Available on Loan

Loan
Balance as of September 30, 2021

Partnership's Maximum Exposure
as of September 30, 2021

Guarantee
Terms
Vantage at Stone Creek

2023

$
30,824,000

$
30,501,955

$
15,250,978

(1)
Vantage at Coventry

2023

31,500,000

31,173,875

15,586,937

(1)
Vantage at Murfreesboro

2022 ⁽²⁾

30,500,000

30,500,000

15,250,000

(3)
(1)

The Partnership’s guaranty is for 50% of the loan balance. The Partnership has guaranteed up to 100% of the outstanding loan balance upon the occurrence of fraud or other willful misconduct by the borrower or if the borrower voluntarily files for bankruptcy. The guarantee agreement requires the Partnership to maintain a minimum net worth of not less than $100.0 million and maintain liquid assets of not less than $5.0 million. The Partnership was in compliance with these requirements as of March 31, 2022. The Partnership has also provided indemnification to the lender for various costs including environmental non-compliance and remediation during the term.

⁽¹⁾

The Partnership’s guaranty was initially for the entire amount of the loan and will decrease based on the achievement of certain events or financial ratios. The Partnership’s maximum exposure will decrease to 25% of the loan balance when certain debt service coverage levels are achieved by the borrower.

⁽²⁾	~~The initial maturity is September 2022, though the borrower may extend the maturity date for one 6-month period.~~

⁽³⁾

The Partnership’s guaranty is for 50% of the loan balance. The Partnership has guaranteed up to 100% of the outstanding loan balance upon the occurrence of fraud or other willful misconduct by the borrower or if the borrower voluntarily files for bankruptcy. The guaranty agreement requires the Partnership to maintain a minimum net worth and maintain liquid assets of not less than $5.0 million. The Partnership was in compliance with these requirements as of September 30, 2021. The Partnership has also provided indemnification to the lender for costs related to environmental non-compliance and remediation ~~during the term.~~

Other Guarantees and Commitments

The Partnership has entered into ~~guarantee~~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 tax credit recapture and foreclosure. The Partnership’s maximum exposure is limited to ~~75%~~75% of the equity contributed by the limited partner to each limited partnership. No amount has been accrued for these guarantees because the likelihood of repurchase events is remote. The following table summarizes the Partnership’s maximum exposure under these ~~guarantee~~guaranty agreements as of ~~September 30, 2021:~~March 31, 2022:


Limited Partnership(s)	End of Guaranty Period	Partnership's Maximum Exposure as of March 31, 2022
Ohio Properties	2026	$	2,661,066
Greens of Pine Glen, LP	2027		1,854,212

Limited Partnership(s)

End of Guaranty Period

Partnership's Maximum Exposure
as of September 30, 2021

Ohio Properties

2026

$
3,011,522

Greens of Pine Glen, LP

2027

2,046,028

~~20.~~19. 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 Partnership previously issued Series A Preferred Units via a private placement to five financial institutions. The Partnership ~~has~~had not ~~yet~~ issued any Series A-1 Preferred Units or Series B Preferred ~~Units.~~ Units as of March 31, 2022. 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.

Upon the sixth anniversary of the closing of the sale or issuance of Series A Preferred Units or Series A-1 Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Series A Preferred Units or Series A-1 Preferred Units held by such holder at a per unit redemption price equal to ~~$10.00~~$10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date.

Upon the eighth anniversary of the closing of the sale or issuance of Series B Preferred Units to a subscriber, and upon each anniversary thereafter, the Partnership and each holder have the right to redeem, in whole or in part, the Series B Preferred Units held by such holder at a per unit redemption price equal to ~~$10.00~~$10.00 per unit, plus an amount equal to all declared and unpaid distributions through the date of the redemption. Each holder desiring to exercise its redemption rights must provide written notice of its intent to so exercise no less than 180 calendar days prior to any such redemption date.

In the event of any liquidation, dissolution, or winding up of the Partnership, the holders of the Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are entitled to a liquidation preference in connection with their investments. With respect to anticipated quarterly distributions and rights upon liquidation, dissolution, or the winding-up of the Partnership’s affairs, the Series A Preferred Units and Series A-1 Preferred Units will rank: (a) senior to the Partnership's BUCs, the Series B Preferred Units,

and to any other class or series of Partnership interests or securities expressly designated as ranking junior to the Series A Preferred Units or Series A-1 Preferred Units; (b) junior to the Partnership's existing indebtedness (including indebtedness outstanding under the Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership; and (c) junior to any other class or series of Partnership interests or securities expressly designated as ranking senior to the Series A Preferred Units or Series A-1 Preferred Units. The Series B Preferred Units will rank: (a) senior to the BUCs and to any other class or series of Partnership interests or securities that is not expressly designated as ranking senior or on parity with the Series B Preferred Units; (b) junior to the Series A Preferred Units and Series A-1 Preferred Units and to each other class or series of Partnership interests or securities with terms expressly made senior to the Series B Preferred Units; and (c) junior to all of the ~~Partnership’s~~Partnership's existing indebtedness (including indebtedness outstanding under the ~~Partnership’s~~Partnership's senior bank credit facility) and other liabilities with respect to assets available to satisfy claims against the Partnership.

The following table summarizes the outstanding Series A Preferred Units as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021::


Month Issued	Units		Purchase Price		Distribution Rate			Redemption Price per Unit		Earliest Redemption Date
March 2016		1,000,000	$	10,000,000		3.00	%	$	10.00	March 2023 (1)
May 2016		1,386,900		13,869,000		3.00	%		10.00	May 2023 (1)
September 2016		1,000,000		10,000,000		3.00	%		10.00	September 2023 (1)
December 2016		700,000		7,000,000		3.00	%		10.00	December 2022
March 2017		1,613,100		16,131,000		3.00	%		10.00	March 2023
August 2017		2,000,000		20,000,000		3.00	%		10.00	August 2023
October 2017		1,750,000		17,500,000		3.00	%		10.00	October 2023
Series A Preferred Units outstanding as of March 31, 2022 and December 31, 2021		9,450,000	$	94,500,000

(1)

Theholder did not provide a notice of its intent to redeem prior to the date 180 days before the first optional redemption date. Accordingly, the holder's next optional redemption date is on the seventh anniversary of the sale of the Series A Preferred Units.

Month Issued

Units

Purchase Price

Distribution
Rate

Redemption
Price per Unit

Earliest Redemption
Date
March 2016

1,000,000

$
10,000,000

3.00
%

$
10.00

March 2022
May 2016

1,386,900

13,869,000

3.00
%

10.00

May 2022
September 2016

1,000,000

10,000,000

3.00
%

10.00

September 2022
December 2016

700,000

7,000,000

��

3.00
%

10.00

December 2022
March 2017

1,613,100

16,131,000

3.00
%

10.00

March 2023
August 2017

2,000,000

20,000,000

3.00
%

10.00

August 2023
October 2017

1,750,000

17,500,000

3.00
%

10.00

October 2023
Series A Preferred Units outstanding
as of September 30, 2021 and
December 31, 2020

9,450,000

$
94,500,000

~~21.~~20. Restricted Unit Awards

The Partnership’s Plan permits the grant of restricted units and other awards to the employees of Greystone Manager, the Partnership, or any affiliate of either, and members of the Board of Managers of Greystone Manager for up to ~~3.0~~1.0 million BUCs. As of March 31, 2022, there were approximately 545,000 restricted units and other awards available for future issuance. The number of BUCs with respect to which awards may be granted under the Plan, the number of BUCs subject to outstanding awards granted under the Plan, and the grant price with respect to any such awards were retroactively adjusted to account for the Reverse Unit Split on a one-for-three basis. RUAs have historically been granted with vesting conditions ranging from three months to up to three ~~years.~~years. Unvested RUAs are typically entitled to receive distributions during the restriction period. The Plan provides for accelerated vesting of the RUAs if there is a change in control related to the Partnership, the General Partner, or the general partner of the General Partner, or upon death or disability of the Plan participant. ~~In December 2020, the Board of Managers of~~ ~~Greystone Manager vested 50,000 of the Partnership’s previous CEO’s unvested restricted unit awards and all related compensation expense was recognized immediately.~~

The fair value of each RUA is estimated on the grant date based on the Partnership’s exchange-listed closing price of the BUCs. The Partnership recognizes compensation expense for the RUAs on a straight-line basis over the requisite vesting period. The compensation expense for RUAs totaled approximately ~~$571,000~~$174,000 and ~~$300,000~~$78,000 for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020, respectively. The compensation expense for RUAs totaled approximately $840,000 and $635,000 for the nine months ended September 30, 2021 and 2020,~~ respectively. Compensation expense is reported within “General and administrative expenses” in the Partnership's condensed consolidated statements of operations.

The following table summarizes the RUA activity ~~as of and~~ for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and for the year ended December 31, ~~2020:~~2021 (all amounts are presented giving effect to the 1-for-3 Reverse Unit Split which became effective on April 1, 2022):


	Restricted Units Awarded			Weighted average Grant-date Fair Value
Unvested as of January 1, 2021		44,271		$	14.94
Granted		88,775			19.47
Vested		(55,523	)		17.67
Unvested as of December 31, 2021		77,523			18.18
No activity		0			0
Unvested as of March 31, 2022		77,523		$	18.18

Restricted Units
Awarded

Weighted average
Grant-date
Fair Value

Nonvested as of January 1, 2020

-

$
-

Granted

290,000

4.98

Vested

(154,386
)

4.98

Forfeited

(2,802
)

4.98

Nonvested as of December 31, 2020

132,812

$
4.98

Granted

266,324

6.49

Nonvested as of September 30, 2021

399,136

$
5.99

The unrecognized compensation expense related to ~~nonvested~~unvested RUAs granted under the Plan was approximately ~~$1.3 million~~$689,000 as of ~~September 30, 2021.~~March 31, 2022. The remaining compensation expense is expected to be recognized over a weighted average period of 1.0 years. The total intrinsic value of unvested RUAs was approximately ~~$2.4~~$1.4 million as of ~~September 30, 2021.~~March 31, 2022.

~~22.~~21. Transactions with Related Parties

The Partnership incurs costs for services and makes contractual payments to AFCA 2, AFCA 2’s general partner, and their affiliates. The costs are reported either as expenses or capitalized costs depending on the nature of each item. The following table summarizes transactions with related parties that are reflected in the Partnership's condensed consolidated financial statements for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~ 2021:


	For the Three Months Ended March 31,
	2022		2021
Partnership administrative fees paid to AFCA 2 (1)	$	1,217,000	$	966,000
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities (2)		19,000		11,000
Referral fees paid to an affiliate (3)		-		-

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

2021

2020

Partnership administrative fees paid to AFCA 2 ⁽¹⁾

$
1,003,000

$
922,000

$
2,956,000

$
2,653,000

Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities ⁽²⁾

117,000

6,000

144,000

47,000

Referral fees paid to an affiliate ⁽³⁾

9,750

-

9,750

-

(1)

AFCA 2 is entitled to receive an administrative fee from the Partnership equal to 0.45% per annum of the outstanding principal balance of any of its MRBs, taxable MRBs, GILs, taxable GIL, property loans collateralized by real property, and other investments for which the owner of the financed property or other third party is not obligated to pay such administrative fee directly to AFCA 2. The disclosed amounts represent administrative fees paid or accrued during the periods specified and are reported within “General and administrative expenses” on the Partnership’s condensed consolidated statements of operations.

(2)

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

(3)

The Partnership has an agreement with an affiliate of Greystone, in which the Greystone affiliate is entitled to receive a referral fee up to 0.25% of the original principal amount of executed tax-exempt loan or tax-exempt bond transactions introduced to the Partnership by the Greystone affiliate. The term of the agreement ends December 31, 2022, unless the parties mutually agree to extend the term.

⁽¹⁾

AFCA 2 is entitled to receive an administrative fee from the Partnership equal to 0.45% per annum of the outstanding principal balance of any of its MRBs, GILs, property loans collateralized by real property, and other investments for which the owner of the financed property or other third party is not obligated to pay such administrative fee directly to AFCA 2. The disclosed amounts represent administrative fees paid or accrued during the periods specified and are reported within “General and administrative expenses” on the Partnership’s condensed consolidated statements of operations.

⁽²⁾

⁽³⁾

The Partnership has an agreement with an affiliate of Greystone, in which the Greystone affiliate is entitled to receive a referral fee equal to 0.25% of the original principal amount of executed tax-exempt loan or tax-exempt bond transactions introduced to the Partnership by the Greystone affiliate. The term of the agreement ends December 31, 2021, unless the parties mutually agree to extend the term.

AFCA 2 receives fees from the borrowers of the Partnership’s MRBs, taxable MRBs, GILs, taxable GIL and certain property loans for services provided to the borrower and based on the occurrence of certain investment transactions. These fees were paid by the borrowers and are not reported in the Partnership’s condensed consolidated financial statements. The following table summarizes transactions between borrowers of the Partnership’s MRBs, GILs and certain property loans and affiliates for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~

2021:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
	2021		2020		2021		2020		2022		2021
Non-Partnership property administrative fees received by AFCA 2 ⁽¹⁾		8,000		9,000	$	26,000	$	27,000	$	9,000	$	9,000
Investment/mortgage placement fees received by AFCA 2 ⁽²⁾		1,349,000		1,414,000		4,131,000		2,277,000
Investment/mortgage placement fees earned by AFCA 2 (2)										-		1,254,000

(1)

AFCA 2 received administrative fees directly from the owners of certain properties financed by certain MRBs held by the Partnership. These administrative fees equal 0.45% per annum of the outstanding principal balance of the MRBs. The disclosed amounts represent administrative fees received by AFCA 2 during the periods specified.

(2)

AFCA 2 received placement fees in connection with the acquisition of certain MRBs, GILs, property loans and investments in unconsolidated entities.

~~(1)~~

~~(2)~~

~~AFCA 2 received placement fees in connection with the acquisition of certain MRBs, GILs, property loans and investments in unconsolidated entities.~~

Greystone Servicing Company LLC, an affiliate of the Partnership, has forward committed to purchase seven of the Partnership’s GILs (Note 7), once certain conditions are met, at a price equal to the outstanding principal plus accrued interest. Greystone Servicing Company LLC is committed to then immediately sell the GILs to Freddie Mac pursuant to a financing commitment between Greystone Servicing Company LLC and Freddie Mac.

Greystone Select, an affiliate of the Partnership, has provided a deficiency guaranty of the Partnership’s obligations under the Secured Credit Agreement (Note ~~15)~~14). 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. NaN fees were paid to Greystone Select related to the deficiency guaranty agreement.

The Partnership reported receivables due from unconsolidated entities of approximately ~~$136,000~~$168,000 and ~~$53,000~~$149,000 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. These amounts are reported within “Other assets” in the Partnership's condensed consolidated balance sheets. The Partnership had outstanding liabilities due to related parties totaling approximately ~~$412,000~~$455,000 and ~~$344,000~~$417,000 as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. These amounts are reported within “Accounts payable, accrued expenses and other liabilities” in the Partnership's condensed consolidated balance sheets.

~~23.~~

22. Fair Value of Financial Instruments

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

•

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

•

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

•

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

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

•

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

•

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

•

Level 3 inputs are unobservable inputs for asset or liabilities.

•

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

•

~~Level 3 inputs are unobservable inputs for asset or liabilities.~~

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following is a description of the valuation methodologies used for the assets and liabilities measured at fair value on a recurring basis.

Investments in MRBs, Taxable MRBs and Bond Purchase Commitments

The fair value of the Partnership’s investments in MRBs, taxable MRBs and bond purchase commitments as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, is based upon prices obtained from a third-party pricing ~~service,~~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 ~~service~~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 ~~service~~services by evaluating consistency with information from either the third-party pricing ~~service~~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 service 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 ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 are as follows:


	Range of Effective Yields		Weighted Average Effective Yields (1)
Security Type	March 31, 2022	December 31, 2021	March 31, 2022			December 31, 2021
Mortgage revenue bonds	1.6% - 20.2%	0.9% - 19.1%		4.3	%		3.1	%
Taxable mortgage revenue bonds	4.0% - 9.2%	4.0% - 8.1%		5.5	%		5.9	%
Bond purchase commitments	4.3% - 4.5%	3.2% - 3.3%		4.4	%		3.2	%

Range of Effective Yields

Weighted Average Effective Yields⁽¹⁾

Security Type

September 30, 2021

December 31, 2020

September 30, 2021

December 31, 2020

Mortgage revenue bonds

0.9% - 16.6%
1.4% - 13.3%

3.1
%

3.0
%
Taxable mortgage revenue bonds

4.9% - 8.0%
7.1% - 7.4%

6.7
%

7.3
%
Bond purchase commitments

3.5% - 4.9%
3.5%

4.2
%

3.5
%
(1)

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

⁽¹⁾	~~Weighted by the total principal outstanding of all the respective securities as of the reporting date~~.

Derivative Financial Instruments

The effect of the Partnership’s interest rate ~~caps~~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 agreement. The Partnership uses a third-party pricing service that incorporates commonly used market pricing methods. 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 is 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 effect of the Partnership’s interest rate swaps 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 inputs in the interest rate cap ~~agreement~~and interest rate swap agreements valuation model include three-month LIBOR rates, unobservable adjustments to account for the SIFMA, ~~index,~~ as well as any recent interest rate cap trades with similar terms. The fair value is based on a model with inputs that are not observable and therefore the interest rate cap is categorized as a Level 3 asset.

The effect of the Partnership’s total return swaps is to lower the net interest rate related to the Partnership’s Secured Notes equal to the notional amount of the derivative instruments. The inputs in the total return swap valuation model include changes in the value of the Secured Notes and the associated changes in value of the underlying assets securing the Secured Notes, accrued and unpaid interest, and any potential gain share amounts. The fair value ~~of the interest rate cap agreements and total return swaps are~~is based on ~~models whose~~a model with inputs that are not observable and therefore the ~~inputs~~total return swaps are categorized as Level 3 assets or liabilities.

Assets measured at fair value on a recurring basis as of ~~September 30, 2021~~March 31, 2022 are summarized as follows:


	Fair Value Measurements as of March 31, 2022
Description	Assets at Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Mortgage revenue bonds, held in trust	$	714,524,298	$	-	$	-	$	714,524,298
Mortgage revenue bonds		20,431,600		-		-		20,431,600
Bond purchase commitments (reported within other assets)		145,323		-		-		145,323
Taxable mortgage revenue bonds (reported within other assets)		9,535,962		-		-		9,535,962
Derivative financial instruments (reported within other assets)		2,738,404		-		2,340,746		397,658
Total Assets at Fair Value, net	$	747,375,587	$	-	$	2,340,746	$	745,034,841

Fair Value Measurements as of September 30, 2021

Description

Assets at
Fair Value

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Assets

Mortgage revenue bonds, held in trust

$
727,826,133

$
-

$
-

$
727,826,133

Mortgage revenue bonds

15,812,184

-

-

15,812,184

Bond purchase commitments (reported within
other assets)

401,223

-

-

401,223

Taxable mortgage revenue bonds (reported within other assets)

2,435,954

-

-

2,435,954

Derivative financial instruments (reported within other assets)

311,801

-

-

311,801

Total Assets at Fair Value, net

$
746,787,295

$
-

$
-

$
746,787,295

The following tables summarize the activity related to Level 3 assets for the three ~~and nine~~ months ended ~~September 30, 2021:~~March 31, 2022:


	For the Three Months Ended March 31, 2022
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Mortgage Revenue Bonds (1)			Bond Purchase Commitments			Taxable Mortgage Revenue Bonds			Derivative Financial Instruments			Total
Beginning Balance January 1, 2022	$	793,509,844		$	964,404		$	3,428,443		$	343,418		$	798,246,109
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)		114,300			-			-			1,874,738			1,989,038
Included in other comprehensive income		(47,536,733	)		(819,081	)		(214,923	)		-			(48,570,737	)
Purchases		69,365,000			-			6,325,000			-			75,690,000
Settlements		(79,635,980	)		-			(2,558	)		(1,820,498	)		(81,459,036	)
Other (2)		(860,533	)		-			-			-			(860,533	)
Ending Balance March 31, 2022	$	734,955,898		$	145,323		$	9,535,962		$	397,658		$	745,034,841
Total amount of gains for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities held on March 31, 2022	$	5,279		$	-		$	-		$	134,384		$	139,663

For the Three Months Ended September 30, 2021

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

Mortgage
Revenue
Bonds⁽¹⁾

Bond Purchase
Commitments

Taxable
Mortgage
Revenue
Bonds

Derivative
Financial
Instruments

Total

Beginning Balance July 1, 2021

$
777,990,096

$
392,515

$
1,462,862

$
321,372

$
780,166,845

Total gains (losses) (realized/unrealized)

Included in earnings (interest income and
   interest expense)

34,331

-

-

1,751,136

1,785,467

Included in other comprehensive income

(4,561,683
)

8,708

(24,463
)

-

(4,577,438
)
Purchases

3,995,000

-

1,000,000

-

4,995,000

Settlements

(33,819,427
)

-

(2,445
)

(1,760,707
)

(35,582,579
)
Ending Balance September 30, 2021

$
743,638,317

$
401,223

$
2,435,954

$
311,801

$
746,787,295

Total amount of losses for the
   period included in earnings attributable
   to the change in unrealized losses relating to assets or
   liabilities held on September 30, 2021

$
-

$
-

$
-

$
(9,261
)

$
(9,261
)

(1)

⁽¹⁾	~~Mortgage revenue bonds includes both bonds held in trust as well as those held by the Partnership.~~

For the Nine Months Ended September 30, 2021

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

Mortgage
Revenue
Bonds⁽¹⁾

Bond Purchase
Commitments

Taxable
Mortgage
Revenue
Bonds

Derivative
Financial
Instruments

Total

Beginning Balance January 1, 2021

$
794,432,485

$
431,879

$
1,510,437

$
321,503

$
796,696,304

Total gains (losses) (realized/unrealized)

Included in earnings (interest income and
   interest expense)

103,292

-

-

5,326,329

5,429,621

Included in earnings (provision for credit loss)

(900,080
)

-

-

-

(900,080
)
Included in other comprehensive income

(18,884,461
)

(30,656
)

(67,309
)

-

(18,982,426
)
Purchases

12,946,500

-

1,000,000

-

13,946,500

Settlements

(44,059,419
)

-

(7,174
)

(5,336,031
)

(49,402,624
)
Ending Balance September 30, 2021

$
743,638,317

$
401,223

$
2,435,954

$
311,801

$
746,787,295

Total amount of losses for the
   period included in earnings attributable
   to the change in unrealized losses relating to assets or
   liabilities held on September 30, 2021

$
(900,080
)

$
-

$
-

$
(11,304
)

$
(911,384
)

⁽¹⁾	~~Mortgage revenue bonds includes both bonds held in trust as well as those held by the Partnership.~~

~~Assets measured at fair value on a recurring basis as of December 31, 2020 are summarized as follows:~~

Fair Value Measurements as of December 31, 2020

Description

Assets
at Fair Value

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Assets

Mortgage revenue bonds, held in trust

$
768,468,644

$
-

$
-

$
768,468,644

Mortgage revenue bonds

25,963,841

-

-

25,963,841

Bond purchase commitments (reported within
other assets)

431,879

431,879

Taxable mortgage revenue bonds (reported within other assets)

1,510,437

-

-

1,510,437

Derivative instruments (reported within other assets)

321,503

-

-

321,503

Total Assets at Fair Value, net

$
796,696,304

$
-

$
-

$
796,696,304

~~The following tables summarize the activity related to Level 3 assets and liabilities for the three and nine months ended September 30, 2020:~~

For the Three Months Ended September 30, 2020

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

Mortgage
Revenue Bonds ⁽¹⁾

Bond Purchase Commitments

PHC Certificates

Taxable
Mortgage
Revenue
Bonds

Interest Rate
Derivatives

Total

Beginning Balance July 1, 2020

$
787,624,971

$
-

$
-

$
1,456,279

$
29,826

$
789,111,076

Total gains (losses) (realized/unrealized)

Included in earnings (interest income and
   interest expense)

34,954

-

-

-

125,631

160,585

Included in earnings (impairment of
   securities and provision for credit loss)

(3,463,253
)

-

-

-

-

(3,463,253
)
Included in other comprehensive income

18,248,391

256,222

-

32,840

-

18,537,453

Purchases

2,023,500

-

-

-

-

2,023,500

Settlements

(7,931,962
)

-

-

(2,236
)

-

(7,934,198
)
Ending Balance September 30, 2020

$
796,536,601

$
256,222

$
-

$
1,486,883

$
155,457

$
798,435,163

Total amount of losses for the period
   included in earnings attributable to
�� the change in unrealized losses relating to assets or
   liabilities held on September 30, 2020

$
(3,463,253
)

$
-

$
-

$
-

$
(14,569
)

$
(3,477,822
)

⁽¹⁾	~~Mortgage revenue bonds includes both bonds held in trust as well as those held by the Partnership.~~

For the Nine Months Ended September 30, 2020

Fair Value Measurements Using Significant

Unobservable Inputs (Level 3)

Mortgage
Revenue Bonds ⁽¹⁾

Bond Purchase Commitments

PHC Certificates

Taxable Mortgage
Revenue Bonds

Interest Rate
Derivatives

Total

Beginning Balance January 1, 2020

$
773,597,465

$
-

$
43,349,357

$
1,383,237

$
10,911

$
818,340,970

Total gains (losses) (realized/unrealized)

Included in earnings (interest income and
   interest expense)

90,194

-

(7,219
)

-

244,479

327,454

Included in earnings (impairment of
   securities and provision for credit loss)

(5,285,609
)

-

-

-

-

(5,285,609
)
Included in earnings (gain on sale of
   securities)

-

-

1,416,023

-

-

1,416,023

Included in other comprehensive income

32,457,107

256,222

(1,408,804
)

110,206

-

31,414,731

Purchases

9,513,450

-

-

-

-

9,513,450

Sale of securities

-

-

(43,349,357
)

-

-

(43,349,357
)
Settlements

(13,836,006
)

-

-

(6,560
)

(99,933
)

(13,942,499
)
Ending Balance September 30, 2020

$
796,536,601

$
256,222

$
-

$
1,486,883

$
155,457

$
798,435,163

Total amount of gains (losses) for the
   period included in earnings attributable
   to the change in unrealized gains (losses) relating to
   assets or liabilities held on September 30, 2020

$
(5,285,609
)

$
-

$
-

$
-

$
104,279

$
(5,181,330
)

⁽¹⁾Mortgage revenue bonds includes both bonds held in trust as well as those held by the Partnership.

(2)

The other line is related to a re-allocation of the loan loss allowance upon restructuring of the Live 929 Apartments MRBs and property loan.

Assets measured at fair value on a recurring basis as of December 31, 2021 are summarized as follows:


	Fair Value Measurements as of December 31, 2021
Description	Assets at Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Mortgage revenue bonds, held in trust	$	750,934,848	$	-	$	-	$	750,934,848
Mortgage revenue bonds		42,574,996		-		-		42,574,996
Bond purchase commitments (reported within other assets)		964,404						964,404
Taxable mortgage revenue bonds (reported within other assets)		3,428,443		-		-		3,428,443
Derivative instruments (reported within other assets)		343,418		-		-		343,418
Total Assets at Fair Value, net	$	798,246,109	$	-	$	-	$	798,246,109

The following tables summarize the activity related to Level 3 assets and liabilities for the three months ended March 31, 2021:


	For the Three Months Ended March 31, 2021
	Fair Value Measurements Using Significant
	Unobservable Inputs (Level 3)
	Mortgage Revenue Bonds (1)			Bond Purchase Commitments			Taxable Mortgage Revenue Bonds			Interest Rate Derivatives			Total
Beginning Balance January 1, 2021	$	794,432,485		$	431,879		$	1,510,437		$	321,503		$	796,696,304
Total gains (losses) (realized/unrealized)
Included in earnings (interest income and interest expense)		34,531			-			-			1,806,167			1,840,698
Included in other comprehensive loss		(16,234,685	)		(120,970	)		(64,112	)		-			(16,419,767	)
Purchases		2,071,500			-			-			-			2,071,500
Settlements		(8,778,919	)		-			(2,337	)		(1,800,294	)		(10,581,550	)
Ending Balance March 31, 2021	$	771,524,912		$	310,909		$	1,443,988		$	327,376		$	773,607,185
Total amount of gains for the period included in earnings attributable to the change in unrealized gains (losses) relating to assets or liabilities held on March 31, 2021	$	-		$	-		$	-		$	7,451		$	7,451

(1)

Mortgage revenue bonds includes both bonds held in trust as well as those held by the Partnership.

Total gains and losses included in earnings for the derivative financial instruments are reported within “Interest expense” in the Partnership's condensed consolidated statements of operations.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s GILs, ~~and~~ taxable GIL, and construction financing 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, ~~and~~ taxable GILs, and construction financing loans are categorized as Level 3 assets. The fair value of the GILs, ~~and~~ taxable GILs, and construction financing loans approximated amortized cost as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Partnership utilized a third-party pricing service to determine the fair value of the Partnership’s financial liabilities, which are estimates of market prices. The valuation methodology of the Partnership’s third-party pricing service incorporates commonly used market pricing methods. The valuation methodology considers the underlying characteristics of each financial liability as well as other quantitative and qualitative characteristics including, but not limited to, market interest rates, legal structure, seniority to other obligations, operating results of the underlying assets, and asset quality. The financial liability values are then estimated using a discounted cash flow and yield to maturity or call analysis.

The Partnership evaluates pricing data received from the third-party pricing service, including consideration of current market interest rates, quantitative and qualitative characteristics of the underlying collateral, and other information from either the third-party pricing service or public sources. The fair value estimates of these financial liabilities are based largely on unobservable inputs believed to be used by market participants and require the use of judgment on the part of the third-party pricing service and the Partnership. Due to the judgments involved, the fair value measurements of the Partnership’s financial liabilities are categorized as Level 3 liabilities. The TEBS financings are credit enhanced by Freddie Mac. The TOB ~~Trust~~trust financings are credit enhanced by ~~Mizuho.~~ either Mizuho or Barclays. The table below summarizes the fair value of the Partnership’s financial liabilities as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	March 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Liabilities:
Debt financing	$	882,453,664	$	891,986,761	$	820,078,714	$	854,428,834
Secured lines of credit		30,199,000		30,199,000		45,714,000		45,714,000
Mortgages payable and other secured financing		26,683,361		26,684,572		26,824,543		26,825,840

23. Segments

September 30, 2021

December 31, 2020

Carrying Amount

Fair Value

Carrying Amount

Fair Value

Financial Liabilities:

Debt financing

$
760,632,414

794,828,424

$
673,957,640

$
709,760,933

Unsecured lines of credit

-

-

7,475,000

7,475,000

Secured lines of credit

6,500,000

6,500,000

-

-

Mortgages payable and other secured financing

25,429,450

25,430,834

25,984,872

25,986,514

~~24. Segments~~

~~The~~As of March 31, 2022, the Partnership ~~has~~ had 4 reportable ~~segments - Mortgage Revenue Bond~~segments: (1) Affordable Multifamily MRB Investments, ~~Other~~(2) Seniors and Skilled Nursing MRB Investments, (3) MF Properties, and (4) Market-Rate Joint Venture Investments. The Partnership presented a fifth reportable segment, Public Housing Capital Fund ~~Trusts. Only the~~ ~~Mortgage Revenue Bond Investments, Other Investments,~~Trusts, in its recent quarterly and ~~MF Properties segments had activity for the three months and nine months ended September 30, 2021.~~annual filings. All activity in the Public Housing Capital Fund Trusts segment ceased with the sale of the Public Housing Capital Trust Fund investments in January 2020 and information is not presented for this segment as ~~described further below.~~it had no operations during the periods presented. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments.

The partnership primarily invests in mortgage investments as defined in the Partnership Agreement, which consistent of MRBs, taxable MRBs, GILs, taxable GILs and related 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 1 of the 4 highest rating categories by a national securities rating agency. The Partnership Agreement also allows the Partnership to invest in other securities whose interest may be taxable for federal income tax purposes. Total tax-exempt and other investments cannot exceed 25% of the Partnership’s total assets at the time of acquisition as required under the Partnership Agreement. Tax-exempt and other investments consist of taxable MRBs, a taxable GIL, real estate assets and investments in unconsolidated entities. In addition, the amount of other investments is limited based on the conditions to the exemption from registration under the Investment Company Act of 1940.

~~Mortgage Revenue Bond~~Affordable Multifamily MRB Investments Segment

The ~~Mortgage Revenue Bond~~Affordable Multifamily MRB Investments segment consists of the Partnership’s portfolio of MRBs, ~~taxable MRBs, GILs, taxable~~ GILs, and related property loans that have been issued to provide construction and/or permanent financing for ~~Residential Properties~~multifamily residential and commercial properties in their market areas. Such MRBs and GILs are held as investments, and the related property loans, net of loan loss allowances, are reported as such in the Partnership's condensed consolidated balance sheets. As of ~~September 30, 2021,~~March 31, 2022, the Partnership reported 7271 MRBs and 9 ~~GILs.~~ GILs in this segment. As of ~~September 30, 2021,~~March 31, 2022, the ~~Residential Properties financed by~~multifamily residential properties securing the MRBs and GILs contain a total of ~~10,654~~10,389 and 1,832 multifamily rental units, respectively. In addition, 1 MRB (Provision Center 2014-1) is collateralized by commercial real estate. All “General and administrative expenses” inon the Partnership's condensed consolidated statements of operations are reported within this segment.

~~Other~~Seniors and Skilled Nursing MRB Investments Segment

The ~~Other~~Seniors and Skilled Nursing MRB Investments segment consists of an MRB and a property loan that have been issued to provide acquisition, construction and/or permanent financing for seniors housing and skilled nursing properties. Seniors housing consists of a combination of the independent living, assisted living and memory care units. As of March 31, 2022, the property securing the MRB contains a total of 154 seniors housing units and the skilled nursing facility securing the property loan has 128 beds.

Market-Rate Joint Venture Investments Segment

The Market-Rate Joint Venture Investments segment consists of the operations of ATAX Vantage Holdings, LLC, which ~~invests~~makes noncontrolling equity investments in unconsolidated entities ~~(Note 9)~~for the construction, stabilization, and ~~property loans to certain~~ultimate sale of market-rate multifamily properties (Note ~~10)~~9). The ~~Other~~Market-Rate Joint Venture Investments segment also includes the consolidated VIE of Vantage at ~~Hutto~~San Marcos (Note 5).

MF Properties Segment

The MF Properties segment consists primarily of multifamily and student housing residential properties held by the Partnership (Note 8). During the time the Partnership holds an interest in an MF Property, any excess cash flow will be available for distribution to the Partnership. As of ~~September 30, 2021,~~March 31, 2022, the Partnership owned 2 MF Properties containing a total of 859 rental units. Income tax expense for the Greens Hold Co is reported within this segment.

~~Public Housing Capital Fund Trusts Segment~~

The Public Housing Capital Fund Trusts segment consisted of the assets, liabilities, and related income and expenses of the Partnership’s PHC Certificates and the related TOB Trust financings. In January 2020, the Partnership sold the PHC Certificates to an unrelated party, and the related TOB Trust financings were collapsed, and all principal and interest was paid in full. As a result, the Public Housing Capital Fund Trusts segment has had no activity after January 2020.

The following table details certain financial information for the Partnership’s reportable segments for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31,
	2021			2020			2021			2020			2022			2021
Total revenues
Mortgage Revenue Bond Investments	$	12,795,214		$	10,763,544		$	34,624,484		$	31,216,575
Other Investments		3,074,909			1,527,472			8,556,926			5,305,324
Affordable Multifamily MRB Investments													$	14,133,406		$	10,794,788
Seniors and Skilled Nursing MRB Investments														229,378			-
Market-Rate Joint Venture Investments														2,916,586			1,898,176
MF Properties		1,811,778			1,548,931			5,294,475			5,358,132			1,927,001			1,694,524
Public Housing Capital Fund Trusts		-			-			-			174,470
Total revenues	$	17,681,901		$	13,839,947		$	48,475,885		$	42,054,501		$	19,206,371		$	14,387,488

Interest expense
Mortgage Revenue Bond Investments	$	5,186,465		$	4,813,114		$	15,166,356		$	14,908,641
Other Investments		193,876			-			234,375			-
Affordable Multifamily MRB Investments													$	3,472,044		$	4,944,277
Seniors and Skilled Nursing MRB Investments														-			-
Market-Rate Joint Venture Investments														192,324			-
MF Properties		283,111			292,318			847,292			906,082			272,763			282,198
Public Housing Capital Fund Trusts		-			-			-			197,993
Total interest expense	$	5,663,452		$	5,105,432		$	16,248,023		$	16,012,716		$	3,937,131		$	5,226,475

Depreciation expense
Mortgage Revenue Bond Investments	$	5,912		$	4,688		$	17,534		$	10,471
Other Investments		-			-			-			-
Affordable Multifamily MRB Investments													$	5,962		$	5,811
Seniors and Skilled Nursing MRB Investments														-			-
Market-Rate Joint Venture Investments														-			-
MF Properties		675,013			715,095			2,031,735			2,130,831			677,700			677,649
Public Housing Capital Fund Trusts		-			-			-			-
Total depreciation expense	$	680,925		$	719,783		$	2,049,269		$	2,141,302		$	683,662		$	683,460

Net income (loss)
Mortgage Revenue Bond Investments	$	3,453,537		$	(1,852,974	)	$	7,293,774		$	888,856
Other Investments		9,836,133			1,527,605			23,546,743			5,303,194
Affordable Multifamily MRB Investments													$	6,965,555		$	2,549,452
Seniors and Skilled Nursing MRB Investments														228,753			-
Market-Rate Joint Venture Investments														19,162,043			4,706,221
MF Properties		(301,286	)		(834,648	)		(594,599	)		(1,172,961	)		(92,333	)		(262,819	)
Public Housing Capital Fund Trusts		-			-			-			1,390,999
Net income (loss)	$	12,988,384		$	(1,160,017	)	$	30,245,918		$	6,410,088
Net income													$	26,264,018		$	6,992,854

The following table details total assets for the Partnership’s reportable segments as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


	September 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Total assets
Mortgage Revenue Bond Investments	$	1,223,689,462		$	1,114,146,614
Other Investments		92,248,043			106,931,182
Affordable Multifamily MRB Investments							$	1,320,010,193		$	1,304,626,248
Seniors and Skilled Nursing MRB Investments								12,761,007			13,533,020
Market-Rate Joint Venture Investments								111,842,744			112,052,513
MF Properties		67,379,270			67,988,190			61,702,566			66,501,994
Public Housing Capital Fund Trusts		-			-
Consolidation/eliminations		(98,815,256	)		(113,818,107	)		(110,414,222	)		(110,804,292	)
Total assets	$	1,284,501,519		$	1,175,247,879		$	1,395,902,288		$	1,385,909,483

~~25.~~24. Subsequent Events

~~In October 2021,~~On April 1, 2022, the Partnership ~~entered~~effected the one-for-three Reverse Unit Split of its outstanding BUCs. As a result of the Reverse Unit Split, holders of BUCs received one BUC for every three BUCs owned at the close of business on April 1, 2022. The one-for-three Reverse Unit Split has been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods presented in the Partnership’s condensed consolidated financial statements.

In April 2022, the Partnership extended the maturity of the TOB Trust 2021-XF-2953 with Barclays from January 2023 to April 2023. In addition, the Partnership extended the maturity of the Hope on Avalon and Hope on Broadway TOB trust financings with

Mizuho from February 2023 to August 2023. There were no additional changes to terms or fees associated with the extension of the TOB trust financings.

In April 2022, the Partnership deposited the Lutheran Gardens MRB into aan existing TOB ~~Trust~~trust financing arrangement with Barclays ~~Bank PLC to securitize the Willow Place GIL and property loan. The TOB Trust financing allows~~ for additional ~~borrowings as the Partnership makes additional advances for the related funding commitments.~~debt financing proceeds. The following table summarizes the ~~initial~~ terms of the TOB ~~Trust financing:~~trust financing upon deposit of the MRB:

TOB Trusts Securitization

TOB
Trust Financing

Stated Maturity

Reset
Frequency

OBFR
Based Rates

Facility Fees

Interest Rate

TOB Trust 2021-XF2953

8,280,000

April 2023

Weekly

0.59%

1.27%

1.86%

TOB Trusts Securitization

Initial TOB
Trust Financing

Stated Maturity

Reset
Frequency

OBFR
Based Rates

Facility Fees

Initial
Interest Rate

TOB Trust 2021-XF2953

$
2,375,000

October 2022

Weekly

0.13%

1.27%

1.40%

In ~~October 2021,~~April 2022, the Partnership committed to fund an MRB and a taxable MRB for the construction and permanent financing of an affordable multifamily property. The Partnership funded its initial investment with ~~proceeds from the Acquisition LOC.~~available cash. The following table summarizes the terms of the Partnership’s MRB and taxable MRB commitments:


Commitment	Month Acquired	Property Location	Units	Maturity Date	Interest Rate	Initial Funding		Maximum Remaining Commitment
The Residency at the Entrepreneur - Series J-1	April 2022	Los Angeles, CA	200	3/31/2040	6.00%	$	9,000,000	$	-
The Residency at the Entrepreneur - Series J-2	April 2022	Los Angeles, CA	200	3/31/2040	6.00%		7,500,000		-
The Residency at the Entrepreneur - Series J-3	April 2022	Los Angeles, CA	200	3/31/2040	6.00%		-		26,080,000
The Residency at the Entrepreneur - Series J-4 (1)	April 2022	Los Angeles, CA	200	3/31/2040	SOFR + 3.60% (2)		-		16,420,000
The Residency at the Entrepreneur - Series J-T	April 2022	Los Angeles, CA	200	4/1/2025 (3)	SOFR + 3.65% (4)		1,000,000		12,000,000
						$	17,500,000	$	54,500,000

(1)

Upon stabilization, the Series J-4 MRB will become subordinate to the Series J-1, J-2 and J-3 MRBs.

(2)

The interest rate is subject to an all-in floor of 3.87%. Upon stabilization, Series J-4 MRB will convert to a fixed rate of 8.0%.

(3)

The borrower has the option to extend the maturity up to six months upon meeting certain conditions, including payment of a non-refundable extension fee.

(4)

The interest rate is subject to an all-in floor of 3.92%.

In April 2022, the Partnership issued 2,000,000 Series A-1 Preferred Units to a financial institution in exchange for 2,000,000 outstanding Series A Preferred Units held by that institution. There were no net proceeds to the Partnership as a result of the exchange transaction.

In April 2022, the Partnership and Bankers Trust Company amended the Acquisition LOC credit agreement to update certain defined terms effective March 31, 2022.

In April 2022, the Partnership loaned funds totaling $825,000 to a borrower in the form of a property loan secured by the borrower’s interest in Poppy Grove, a development property. The property loan bears interest at a fixed rate of 8.0% and has a stated maturity date in July 2022.

Commitment

Month
Acquired

Property
Location

Units

Maturity
Date

Variable
Interest
Rate ⁽²⁾

Initial
Funding

Maximum
Remaining
Commitment

The Residency at the Mayer - Series A⁽¹⁾

October 2021

Los Angeles, CA

79

4/1/2039
SOFR + 3.60%
$
24,000,000

$
5,500,000

The Residency at the Mayer - Series A-T

October 2021

Los Angeles, CA

79

4/1/2024
SOFR + 3.70%

1,000,000

11,500,000

$
25,000,000

$
17,000,000

In May 2022, the following MRB was redeemed at a price equal to the Partnership’s carrying value plus accrued interest:

Property Name

Month
Redeemed

Property Location

Units

Original
Maturity Date

Interest Rate

Principal
Outstanding at Date
of Redemption

Bridle Ridge

May 2022

Greer, SC

152

1/1/2043

6.00%

7,100,000

⁽¹⁾

~~Upon stabilization of the property, the MRB~~ ~~will be partially repaid and resized to a maximum balance of approximately $18.1 million.~~

⁽²⁾	~~The index is subject to a floor of 0.25%.~~ ~~Upon stabilization, the interest rate of the Series A MRB will convert to a fixed rate of 4.90%.~~

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 America First Multifamily Investors, L.P., its consolidated subsidiaries, and consolidated VIEs for all periods presented. See Note 2 and Note 5 to the Partnership’s condensed consolidated financial statements for further disclosure. All BUC and per BUC numbers have been retroactively adjusted to reflect the 1-for-3 Reverse Unit Split effected on April 1, 2022.

Critical Accounting Policies and Estimates

The Partnership’s critical accounting policies and estimates are the same as those described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“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 Partnership’s condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting ~~period.~~periods. Actual results could differ from those estimates.

~~Critical Accounting Estimates~~

The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates and assumptions include those used in determining (i) the fair value of MRBs; (ii) investment impairments; (iii) impairment of real estate assets; and (iv) ~~allowances for~~ loan ~~losses.~~loss allowances.

Partnership Summary

The Partnership was formed in 1998 primarily for the ~~primary~~ purpose of acquiring a portfolio of mortgage revenue bonds (“MRBs”) that are issued by state and local housing authorities to provide construction and/or permanent financing for affordable multifamily and commercial properties. We also invest in governmental issuer loans (“GILs”), which are similar to MRBs, to provide construction financing for affordable multifamily properties. We ~~generally refer to affordable multifamily and residential properties associated with our MRBs and GILs as “Residential Properties.” We~~ expect and believe the interest received on these MRBs and GILs is excludable from gross income for federal income tax purposes. We may also invest in other types of securities and investments that may or may not be secured by real estate to the extent allowed by the Partnership Agreement.

We also make noncontrolling equity investments in unconsolidated entities for the construction, stabilization, and ultimate sale of market-rate multifamily properties. The Partnership is entitled to distributions if, and when, cash is available for distribution either through operations, a refinance or sale of the property. In addition, the Partnership may acquire and hold interests in multifamily, student and senior citizen residential properties (“MF Properties”) until their “highest and best use” can be determined by management.

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 us and the consolidated VIEs have been eliminated in consolidation. See Note 2 to the Partnership’s condensed consolidated financial statements for additional details.

WeAs of March 31, 2022, we have four reportable segments: (1) ~~Mortgage Revenue Bond~~Affordable Multifamily MRB Investments, (2) ~~Other~~Seniors and Skilled Nursing MRB Investments, (3) ~~MF Properties,~~Market-Rate Joint Venture Investments and (4) MF Properties. The Partnership presented a fifth reportable segment, Public Housing Capital Fund ~~Trusts.~~Trusts, in its previous quarterly and annual filings. All activity in the Public Housing Capital Fund Trusts segment ceased with the sale of the Public Housing Capital Trust Fund investments in January 2020. and information is not presented for this segment as it had no operations during the periods presented. The Partnership separately reports its consolidation and elimination information because it does not allocate certain items to the segments. See Notes 2 and 2423 to the Partnership’s condensed consolidated financial statements for additional details. The following table presents summary information regarding activity of our segments for the three months ended March 31, 2022 and 2021 (dollar amounts in thousands):


	For the Three Months Ended March 31,
	2022			Percentage of Total			2021			Percentage of Total
Total revenues
Affordable Multifamily MRB Investments	$	14,133			74	%	$	10,795			75	%
Seniors and Skilled Nursing MRB Investments		229			1	%		-			0	%
Market-Rate Joint Venture Investments		2,917			15	%		1,898			13	%
MF Properties		1,927			10	%		1,695			12	%
Total revenues	$	19,206					$	14,388

Net income (loss)
Affordable Multifamily MRB Investments	$	6,966			27	%	$	2,549			36	%
Seniors and Skilled Nursing MRB Investments		229			1	%		-			0	%
Market-Rate Joint Venture Investments		19,162			72	%		4,706			68	%
MF Properties		(92	)		0	%		(263	)		-4	%
Net income	$	26,265					$	6,992

Corporate Responsibility

The Partnership is committed to corporate responsibility and the importance of developing environmental, social and governance (“ESG”) 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 ~~unitholder~~ performance for our Unitholders, and have a positive impact on society and the environment.

Environmental Responsibility

Achieving environmental and sustainability goals 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 qualified allocation plan (“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. During 2021, properties related to our MRB investments in Jackson Manor Apartments and Residency at the Mayer and all our six new GIL investments were awarded both private activity bond cap and LIHTC allocations through state-specific QAPs. Our MRB investment in Meadow Valley in December 2021 received only private activity bond cap allocation but was done in conjunction with commercial property assessed clean energy financing from another lender.

The Suites on Paseo MF Property, which is wholly owned by the Partnership, is LEED Silver Certified. LEED provides a framework for healthy, efficient, carbon and cost-saving green buildings. To achieve LEED certification, a property earns points by adhering to prerequisites and credits that address carbon, energy, water, waste, transportation, materials, health and indoor environmental quality.

We are committed to minimizing the overall environmental impact of our corporate operations. As only 13 employees of Greystone Manager are responsible for the Partnership’s operations, we have a relatively modest environmental impact and have adequate facilities to grow our employee base without acquiring additional physical space.

Social Responsibility

Our ~~investment activity~~investments in MRBs and GILs directly ~~supports~~support the construction, rehabilitation, and stabilized operation of decent, safe, and sanitary affordable multifamily housing across the United States. Each of the ~~Residential Properties underlying~~properties securing our MRB and GIL investments is required to maintain a minimum percentage of units set-aside for low-income tenants in accordance with ~~Internal Revenue Code (“IRC”)~~IRC guidelines, and the owners of the ~~Residential Properties~~properties often agree to exceed the minimum IRC requirements. In addition, the rent charged to low-income tenants at MRB or GIL ~~financed Residential Properties~~properties is often restricted to a certain percentage of the tenants’ income, making them more affordable. For any newly originated MRBs or GILs associated with a low-income housing tax credit property, restrictions regarding tenant incomes and rents charged to those low-income households are required. These ~~Residential Properties~~properties provide valuable support to both low-income and market-rate tenants and create housing diversity in the geographic and social communities in which they are located.

As of September 30, 2021, the Partnership had no employees. Thirteen employees of Greystone Manager are responsible for the Partnership’s operations, inclusive of the Partnership’s Chief Executive Officer and Chief Financial Officer. Such employees are subject to the policies and compensation practices of Greystone. Greystone has implemented evaluation and compensation policies designed to attract, retain, and motivate employees who provide services to the Partnership to achieve superior results. ~~Such policies are designed to balance both short-term and long-term performance of the Partnership~~ ~~and to reward individuals for their contributions.~~ The Partnership also reimburses the cost of formal training for those programs that are directly related to an employee’s tasks and responsibilities related to operations of the Partnership. Greystone also supports employees with a confidential annual employee survey, Employee Assistance Program and ethics line.

Greystone and the Partnership are committed to diversity, equity and inclusion (“DEI”). Specific Greystone DEI initiatives include formal diversity training and employee resources groups to support a diverse workforce as well as a formal DEI committee and DEI Leadership Council to lead and advise all DEI related work, events, and learning. Of the 13 employees of Greystone Manager responsible for the Partnership’s operations, two are women and one employee identifies 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~~Unitholders and stakeholders. 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 Greystone Manager Board of Managers ~~is in compliance~~complies with ~~the~~ NASDAQ listing rules and SEC rules applicable to the Partnership. All the members of the Audit Committee of Greystone Manager are independent under the applicable SEC and NASDAQ independence requirements, two of whom qualify as “audit committee financial experts.” Of the seven Managers of Greystone Manager, one Manager is female.

Recent Developments

Recent Investment Activity

The following table presents information regarding the investment activity of the Partnership for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


Investment Activity	#	Amount (in 000's)		Retired Debt or Note (in 000's)		Tier 2 income allocable to the General Partner (in 000's) (1)		Notes to the Partnership's condensed consolidated financial statements
For the Three Months Ended March 31, 2022
Mortgage revenue bond acquisitions and advances	3	$	69,365	N/A		N/A		6
Mortgage revenue bond redemptions	4		70,479	$	45,109	N/A		6
Governmental issuer loan advances	6		16,882	N/A		N/A		7
Investments in unconsolidated entities	5		12,777	N/A		N/A		9
Return of investment in unconsolidated entity upon sale	1		12,240	N/A		$	2,646	9
Property loan advances	5		38,412	N/A		N/A		10
Property loan redemptions and principal paydowns	7		3,251	N/A		N/A		10
Taxable mortgage revenue bond acquisition and advance	2		6,325	N/A		N/A		12

For the Three Months Ended March 31, 2021
Mortgage revenue bond advance	1	$	2,072	N/A		N/A		6
Mortgage revenue bond redemptions	2		7,385	N/A		N/A		6
Governmental issuer loan advances	6		39,068	N/A		N/A		7
Investment in unconsolidated entity	1		1,426	N/A		N/A		9
Return of investment in unconsolidated entity upon sale	1		10,425	N/A		$	702	9
Property loan advances	3		3,000	N/A		N/A		10
Taxable governmental issuer loan advance	1		1,000	N/A		N/A		12

Investment Activity

#

Amount
(in 000's)

Retired Debt
or Note
(in 000's)

Tier 2 income
distributable to the
General Partner
(in 000's) ⁽¹⁾

Notes to the
Partnership's
condensed
consolidated
financial
statements
For the Three Months Ended September 30, 2021

Mortgage revenue bond advances

2

$
3,995

N/A

N/A

6
Mortgage revenue bond redemptions

4

32,380

25,690

$
462

6
Governmental issuer loan advances

6

35,582

N/A

N/A

7
Investments in unconsolidated entities

3

6,112

N/A

N/A

9
Return of investment in unconsolidated entity upon sale

1

8,600

N/A

73

9
Property loan advances

4

14,420

N/A

N/A

10
Taxable mortgage revenue bond advance

1

1,000

N/A

N/A

12

For the Three Months Ended June 30, 2021

Mortgage revenue bond advances

2

$
6,880

N/A

N/A

6
Governmental issuer loan advances

5

26,474

N/A

N/A

7
Land acquisition for future development

1

1,054

N/A

N/A

8
Investments in unconsolidated entities

2

11,641

N/A

N/A

9
Return of investment in unconsolidated entity upon sale

1

10,736

N/A

$
1,366

9
Property loan advances

2

1,859

N/A

N/A

10

For the Three Months Ended March 31, 2021

Mortgage revenue bond advance

1

$
2,072

N/A

N/A

6
Mortgage revenue bond redemptions

2

7,385

N/A

N/A

6
Governmental issuer loan advances

6

39,068

N/A

N/A

7
Investments in unconsolidated entities

1

1,426

N/A

N/A

9
Return of investment in unconsolidated entity upon sale

1

10,425

N/A

$
702

9
Property loan advances

3

3,000

N/A

N/A

10
Taxable governmental issuer loan advance

1

1,000

N/A

N/A

12

For the Three Months Ended September 30, 2020

Mortgage revenue bond acquisition

1

$
2,024

N/A

N/A

6
Mortgage revenue bond redemption

1

6,480

N/A

N/A

6
Governmental issuer loan advances

2

22,085

N/A

N/A

7
Investment in an unconsolidated entity

1

6,379

N/A

N/A

9
Property loan advances

3

4,066

N/A

N/A

10

For the Three Months Ended June 30, 2020

Mortgage revenue bond acquisitions

2

$
7,475

N/A

N/A

6
Governmental issuer loan advance

1

40,000

N/A

N/A

7
Investment in an unconsolidated entity

1

893

N/A

N/A

9
Return of investment in unconsolidated entity upon sale

1

7,762

N/A

N/A

9
Property loan advance

1

1,668

N/A

N/A

10

For the Three Months Ended March 31, 2020

Mortgage revenue bond redemption

1

$
3,103

N/A

N/A

6
PHC Certificates sold

3

43,349

$
34,809

N/A

N/A
Investments in unconsolidated entities

3

10,270

N/A

N/A

9
(1)

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

⁽¹⁾	~~See “Cash Available for Distribution” in this Item 2 below.~~

Recent Financing Activity

The following table presents information regarding the debt financing, derivatives, Preferred Units and partners’ capital activities of the Partnership for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ exclusive of retired debt amounts listed in the investment activity table above:

Financing, Derivative and Capital Activity

#

Amount
(in 000's)

Secured

Maximum
SIFMA Cap
Rate⁽¹⁾

Notes to the
Partnership's
condensed
consolidated
financial
statements
For the Three Months Ended September 30, 2021

Proceeds from TOB financings with Mizuho

7

$
46,223

Yes

N/A

16
Proceeds on issuance of BUCs, net of issuance costs

1

$
31,243

N/A

N/A

N/A

For the Three Months Ended June 30, 2021

Net borrowing on secured LOC

1

$
6,500

Yes

N/A

15
Proceeds from TOB financings with Mizuho

5

30,983

Yes

N/A

16
Termination of unsecured operating LOC

1

-

No

N/A

14

For the Three Months Ended March 31, 2021

Net repayment on unsecured LOCs

5

$
7,475

No

N/A

14
Proceeds from TOB financings with Mizuho

5

39,594

Yes

N/A

16

For the Three Months Ended September 30, 2020

Net repayment on unsecured LOCs

1

$
6,852

No

N/A

14
Extension of TOB Financings with Mizuho

10

-

Yes

N/A

16
Proceeds from new TOB Financings with Mizuho

5

82,345

Yes

N/A

16
Repayment of TOB Financings with Mizuho

3

55,867

Yes

N/A

16
Proceeds from new Secured Financings with Mizuho

1

103,500

Yes

N/A

16
Total return swaps executed

2

-

N/A

N/A

18

For the Three Months Ended June 30, 2020

Net borrowing on unsecured LOCs

1

$
6,155

No

N/A

14
Proceeds from new TOB Financings with Mizuho

6

91,386

Yes

N/A

16
Repayment of Term TOB & Term A/B Financings with Deutsche Bank

6

51,714

Yes

N/A

16

For the Three Months Ended March 31, 2020

Net repayment on unsecured LOCs

1

$
660

No

N/A

14
Refinancing of The 50/50 Mortgage and TIF loans

2

-

Yes

N/A

17

⁽¹⁾	~~See "Quantitative and Qualitative Disclosures About Market Risk" in Item 3 below.~~

~~Effects of COVID-19~~

~~The emergence of COVID-19~~


Financing, Derivative and Capital Activity	#		Amount (in 000's)		Secured	Maximum SIFMA Cap Rate (1)	Notes to the Partnership's condensed consolidated financial statements
For the Three Months Ended March 31, 2022
Net repayment on secured LOC		1	$	15,515	Yes	N/A	14
Proceeds from TOB trust financings with Mizuho		8		108,530	Yes	N/A	15
Proceeds from TOB trust financing with Barclays		1		800	Yes	N/A	15
Unrestricted cash from total return swap		1		41,275	Yes	N/A	17
Interest rate swaps purchased		2		-	N/A	N/A	17

For the Three Months Ended March 31, 2021
Net repayment on unsecured LOCs		5	$	7,475	No	N/A	N/A
Proceeds from TOB trust financings with Mizuho		5		39,594	Yes	N/A	15

(1)

See "Quantitative and ~~new variants of the virus continue to pose risks to the general economy and the Partnership’s operations. We continue to monitor the impact of~~ Qualitative Disclosures About Market Risk" in Item 3 below.

46~~COVID-19~~

on all aspects of our business, including impacts to our borrowers, business partners and tenants. While we have developed and implemented measures to monitor and mitigate the impact of COVID-19 to our business, the extent of the impact of the pandemic on our business and financial results will continue to depend on numerous factors that we are unable to reliably predict, including the duration and scope of the pandemic, the emergence of virus variants, general economic conditions, and governmental actions that have been taken, or may be taken in the future, in response to COVID-19.

~~Mortgage Revenue Bonds and Governmental Issuer Loans~~Affordable Multifamily MRB Investments Segment

Our MRBs and GILs are secured by affordable multifamily properties (referred to as “Residential Properties”) except for the Live 929 Apartments MRB, which is secured by a student housing property, and the Provision Center 2014-1 MRB, which is secured by a commercial property. The decline in U.S. economic activity as a result of COVID-19 continues to negatively impact employment and earnings for tenants of affordable housing properties nationwide, such as the Residential Properties securing our MRB investments.

We regularly discuss operations with property owners and property management service providers of our multifamily MRB Residential Properties. Since the emergence of COVID-19 in March 2020, we have noted slight declines in occupancy and operating results at our multifamily Residential Properties securing its MRBs due to COVID-19. However, operating results, plus the availability of reserves, have allowed all multifamily Residential Properties to be current on contractual debt service payments on our MRBs and we have received no requests for forbearance of contractual debt service payments.

Federal and state governments have instituted various relief measures intended to provide economic assistance to businesses and individuals impacted by COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act, also known as the CARES Act, and direct stimulus payments from the United States government to individuals. We believe such relief measures have helped certain tenants to stay current on their contractual rental payments. If Residential Property operating results significantly decline, we may choose to provide support to Residential Properties through supplemental property loans to prevent defaults on the related MRBs.

During 2020 and the first half of 2021, COVID-19 had a significant impact on Live 929 Apartments, our sole student housing MRB Residential Property. As of September 30, 2021, Live 929 Apartments is 95% occupied, which is higher than occupancy levels prior to COVID-19. The nearby educational institution, Johns Hopkins University, has substantially resumed in-person, on-campus classes for the Fall 2021 semester. The Live 929 Apartments MRB is currently operating under a forbearance agreement related to certain debt covenants and the deferral of contractual MRB principal payments through December 2021. We are actively working with the borrower on opportunities to improve operations and improve cash flows available to pay debt service.

~~COVID-19 has negatively impacted the performance of the commercial property associated with the Provision Center 2014-1 MRB in the form of lower patient volume and revenues.~~These results, in conjunction with declines in the general creditworthiness of proton therapy centers in the United States, have resulted in the reduction of the financial performance and support of the property. The borrower filed for bankruptcy protection under Chapter 11 of Title 11 of the United States Code in December 2020. The bankruptcy process is ongoing and the property is being positioned for either a refinance of current indebtedness or an outright sale. The outstanding principal balance of the Partnership’s MRB was $10.0 million as of September 30, 2021 and represents approximately 9% of the senior MRBs issued on behalf of borrower. We continually assess forbearance and restructuring options with the other senior bondholders.

Residential Properties associated with our GILs are currently under construction and have not yet commenced leasing operations. To date, these Residential Properties have not experienced any material supply chain disruptions for either construction materials or labor or incurred material construction cost overruns due to COVID-19. If such disruptions or cost overruns were to occur, such GILs could default, causing a default on our debt financing arrangements, triggering either a termination and repayment of the related debt or a sale of the underlying GIL.

~~Investments in unconsolidated entities~~

Certain materials supply chains and labor needed to construct the properties underlying our investments in unconsolidated entities have been constrained in the current environment, but to date, projects under construction have not experienced any material supply chain disruptions. We have also noted volatile market prices for construction materials, particularly lumber and commodities, yet we have noted no material construction cost overruns to date. Despite leasing challenges from social distancing measures due to COVID-19, all properties that have completed construction are either stabilized or very near stabilization.

~~MF Properties~~

The MF Properties are adjacent to universities and serve primarily university students. The University of Nebraska-Lincoln, which is adjacent to The 50/50 MF Property, is currently holding on-campus, in-person classes. The property is 88% occupied as of September 30, 2021, which remains below occupancy levels prior to COVID-19. However, the property has generated sufficient operating cash flows to meet all mortgage payment and operational obligations through September 30, 2021.

San Diego State University, which is adjacent to the Suites on Paseo MF Property, suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns. San Diego State University resumed on-campus, in-person classes in the Fall 2021 semester. Physical occupancy at the Suites on Paseo was 97% as of September 30, 2021, which is higher than occupancy levels prior to COVID-19. There is currently no direct debt associated with the Suites on Paseo and the property’s operating cash flows have been sufficient to meet all operational obligations through September 30, 2021.

~~General Operations~~

Employees of Greystone Manager, the general partner of our General Partner, are responsible for our operations, including those individuals acting as executive officers of the Partnership. To protect the health and safety of our employees, we continue to maintain social distancing measures and certain employees continue to utilize work-at-home options. Also, we continue to maintain policies and procedures to address COVID-19, which have closely followed the recommendations and requirements of the CDC and the pronouncements of the state and local authorities of the states in which we operate.

~~Mortgage Revenue Bond 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 areas. The Partnership has also invested in GILs, a taxable GIL and property loans which are included within this segment.

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

	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2021		2020			$ Change		% Change			2021		2020		$ Change		% Change			For the Three Months Ended March 31,
Mortgage Revenue Bond Investments
																				2022		2021		$ Change			% Change
Affordable Multifamily MRB Investments
Total revenues	$	12,795	$	10,764		$	2,031		18.9	%	$	34,624	$	31,217	$	3,407		10.9	%	$	14,133	$	10,795	$	3,338			30.9	%
Interest expense		5,186		4,813			373		7.7	%		15,166		14,909		257		1.7	%		3,472		4,944		(1,472	)		-29.8	%
Segment net income (loss)		3,454		(1,853	)		5,307	N/A				7,294		889		6,405		720.5	%
Segment net income																					6,966		2,549		4,417			173.3	%

Comparison of the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

Total ~~revenue~~revenues increased for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 primarily due to:

•

An increase of approximately $1.8 million in other interest income for payments received on the Ohio Properties and Live 929 Apartments property loans that were previously in nonaccrual status;

•

An increase of approximately $933,000 in interest income from higher GIL investment balances;

•

An increase of approximately $539,000 of other interest income due to additional property loan, taxable MRB and taxable GIL investments; and

•

A decrease of approximately $1.0 million in interest income from MRB investments due to redemptions and principal paydowns, offset by an increase of approximately $1.1 million in interest income due to MRB acquisitions.

•

~~Contingent interest income of approximately $1.8 million recognized in July 2021 upon the redemption of the Rosewood Townhomes – Series A and South Pointe Apartments – Series A MRBs;~~

•

~~An increase of approximately $783,000 of interest income from our various GIL investments beginning in June 2020; and~~

•

~~A decrease of approximately $754,000 in interest income from MRB investments due primarily to redemption and principal paydowns.~~

Interest expense ~~increased~~decreased for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 primarily due to:

•

A decrease of approximately $2.5 million due to an increase in the fair market value of the Partnership's interest rate derivative instruments attributable to rising market interest rates;

•

An increase of approximately $765,000 due to an increase in the average outstanding principal of $185.0 million; and

•

An increase of approximately $231,000 due to slightly higher average interest rates on variable-rate and fixed-rate debt financing.

•

~~The execution of the Secured Notes in September 2020;~~

•

~~An increase in the average outstanding principal related to the TOB financings of $95.2 million;~~

•

Offset by generally lower SIFMA index rates during the three months ended September 30, 2021 resulting in lower interest expense on our variable rate debt financings. The SIFMA index averaged 0.02% and 0.12 % during the three months ended September 2021 and 2020, respectively. See tables below for additional information regarding the impact of rate changes on the Partnership’s variable rate debt financings; and

•

~~Approximately $364,000 of previously unamortized deferred financing costs that were recognized as interest expense upon collapse of certain TOB financings in September 2020.~~

Segment net income ~~(loss)~~ for the three months ended ~~September 30, 2021~~March 31, 2022 increased as compared to the same period in ~~2020~~2021 due to:

•

The changes in total revenue and total interest expense detailed in the tables below; and

•

An increase in general and administrative expenses related to an increase of approximately $96,000 in restricted unit award expense, an increase of approximately $67,000 in travel and insurance expenses, and an increase of approximately $251,000 in administration fees paid to AFCA2 due to greater assets under management.

•

~~The changes in total revenue and total interest expense detailed in the tables below;~~

•

~~A provision for credit loss of approximately $3.5 million related to the Live 929 Apartments MRB in 2020 that did not recur in 2021;~~

•

~~A provision for loan loss of approximately $812,000 related to the Live 929 Apartments MRB in 2020 that did not recur in 2021; and~~

•

An increase in general and administrative expenses due to increases of approximately $271,000 related to restricted unit award expense, approximately $264,000 related to professional and consulting fees from increased transactional activity during 2021, and approximately $81,000 related to administration fees paid to AFCA2 due to greater assets under management.

The following table summarizes the segment’s net interest income, average 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 ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.


	For the Three Months Ended March 31,
	2022									2021
	Average Balance		Interest Income/ Expense			Average Rates Earned/ Paid				Average Balance		Interest Income/ Expense			Average Rates Earned/ Paid
Interest-earning assets:
Mortgage revenue bonds	$	690,233	$	9,812			5.7	%		$	667,989	$	9,751			5.8	%
Governmental issuer loans		194,028		1,672			3.4	%			90,094		739			3.3	%
Property loans		73,905		2,504			13.6	%	(1)		15,671		227			5.8	%
Other investments		8,305		114			5.5	%			1,959		54			11.0	%
Total interest-earning assets	$	966,471	$	14,102			5.8	%		$	775,713	$	10,771			5.6	%
Non-investment income				31									24
Total revenues			$	14,133								$	10,795

Interest-bearing liabilities:
Lines of credit	$	27,578	$	234			3.4	%		$	11,117	$	77			2.8	%
Fixed TEBS financing		277,580		2,732			3.9	%			288,011		2,790			3.9	%
Variable TEBS financing		76,801		288			1.5	%			78,119		279			1.4	%
Variable Secured Notes (2)		103,029		732			2.8	%			103,397		583			2.3	%
Fixed Term & TOB trust financing		12,931		64			2.0	%			13,024		115			3.5	%
Variable TOB trust financing		395,161		1,562			1.6	%			214,374		901			1.7	%
Amortization of deferred finance costs	N/A			335		N/A				N/A			206		N/A
Derivative fair value adjustments	N/A			(2,475	)	N/A				N/A			(7	)	N/A
Total interest-bearing liabilities	$	893,080	$	3,472			1.6	%		$	708,042	$	4,944			2.8	%
Net interest income/spread (3)			$	10,630			4.4	%				$	5,827			3.0	%

For the Three Months Ended September 30,

2021

2020

Average
Balance

Interest
Income/
Expense

Average
Rates
Earned/
Paid

Average
Balance

Interest
Income/
Expense

Average
Rates
Earned/
Paid

Interest-earning assets:

Mortgage revenue bonds

$
646,288

$
9,297

5.8
%

$
674,488

$
10,051

6.0
%

Governmental issuer loans

147,950

1,248

3.4
%

53,740

465

3.5
%

Property loans

24,672

302

4.9
%

10,762

183

6.8
%

Other investments

3,450

69

8.0
%

1,716

45

10.5
%

Total interest-earning assets

$
822,361

$
10,916

5.3
%

$
740,706

$
10,744

5.8
%

Contingent interest income

1,849

-

Non-investment income

30

20

Total revenues

$
12,795

$
10,764

Interest-bearing liabilities:

Lines of credit

$
-

$
19

N/A

$
15,605

$
127

3.3
%

Fixed TEBS financing

286,371

2,776

3.9
%

289,761

2,806

3.9
%

Variable TEBS financing

77,498

266

1.4
%

78,773

313

1.6
%

Variable Secured Notes ⁽¹⁾

103,216

594

2.3
%

7,940

45

2.3
%

Fixed Term A/B & TOB financing

12,979

64

2.0
%

13,066

115

3.5
%
Variable TOB financing

268,799

1,198

1.8
%

173,634

895

2.1
%

Amortization of deferred finance costs

N/A

260

N/A

N/A

497

N/A

Derivative fair value adjustments

N/A

9

N/A

N/A

15

N/A

Total interest-bearing liabilities

$
748,864

$
5,186

2.8
%

$
578,779

$
4,813

3.3
%

Net interest income/spread ⁽²⁾

$
5,730

2.8
%

$
5,931

3.2
%

(1)

Interest income includes $1.8 million for one-time payments received on property loans that were previously in nonaccrual status. Excluding this one-time item, the average interest rate was 3.8%.

(2)

Interest expense is reported net of income/loss on the Partnership’s two total return swaps.

(3)

Net interest income equals the difference between total interest income from interest-earning assets minus total interest expense from interest-bearing assets. Net interest spread equals annualized net interest income divided by the average interest-bearing assets during the period.

⁽¹⁾	~~Interest expense is reported net of income/loss on the Partnership’s two total return swaps.~~

⁽²⁾	Net interest income equals the difference between total interest income from interest-earning assets minus total interest expense from interest-bearing assets. Net interest spread equals annualized net interest income divided by the average interest-bearing assets during the period.

The following table summarizes the changes in interest income and interest expense for the three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and the extent to which these variances are attributable to 1) changes in the volume of interest-earning assets and interest-bearing liabilities, or 2) changes in the interest rates of the interest-earning assets and interest-bearing liabilities. All dollar amounts are in thousands.


	For the Three Months Ended March 31, 2022 vs. 2021
	Total Change			Average Volume $ Change			Average Rate $ Change
Interest-earning assets:
Mortgage revenue bonds	$	61		$	325		$	(264	)
Governmental issuer loans		933			853			80
Property loans		2,277			844			1,433
Other investments		60			175			(115	)
Total interest-earning assets	$	3,331		$	2,197		$	1,134

Interest-bearing liabilities:
Lines of credit	$	157		$	114		$	43
Fixed TEBS financing		(58	)		(101	)		43
Variable TEBS financing		9			(5	)		14
Variable Secured Notes (1)		149			(2	)		151
Fixed Term & TOB trust financing		(51	)		(1	)		(50	)
Variable TOB trust financing		661			760			(99	)
Amortization of deferred finance costs		129		N/A				129
Derivative fair value adjustments		(2,468	)	N/A				(2,468	)
Total interest-bearing liabilities	$	(1,472	)	$	765		$	(2,237	)
Net interest income	$	4,803		$	1,432		$	3,371

(1)

Interest expense is reported net of income/loss on the Partnership’s two total return swaps.

For the Three Months Ended September 30, 2021 vs. 2020

Total
Change

Volume
$ Change

Rate
$ Change

Interest-earning assets:

Mortgage revenue bonds

$
(754
)

$
(420
)
$
(334
)

Governmental issuer loans

783

815

(32
)

Property loans

119

237

(118
)

Other investments

24

45

(21
)

Total interest-earning assets

$
172

$
677

$
(505
)

Interest-bearing liabilities:

Lines of credit

$
(108
)

$
(108
)
$
-

Fixed TEBS financing

(30
)

(33
)

3

Variable TEBS financing

(47
)

(5
)

(42
)
Variable Secured Notes ⁽¹⁾

549

549

-

Fixed Term A/B & TOB financing

(51
)

(1
)

(50
)
Variable TOB financing

303

491

(188
)

Amortization of deferred finance costs

(237
)
⁽²⁾
N/A

(237
)

Derivative fair value adjustments

(6
)

N/A

(6
)

Total interest-bearing liabilities

$
373

$
893

$
(520
)

Net interest income

$
(201
)

$
(216
)

$
15

⁽¹⁾	~~Interest expense is reported net of income/loss on the Partnership’s two total return swaps.~~

⁽²⁾	~~Due primarily to approximately $364,000 of previously unamortized deferred financing costs that were recognized as interest expense upon collapse of certain TOB financings in September 2020.~~

~~Comparison~~Operational Matters

We continue to regularly discuss operations and the impacts of COVID-19 with property owners and property management service providers of multifamily properties securing our MRBs. We have noted in conversations with certain property managers that rent payment relief programs are still being utilized by some of the ~~nine months ended September 30, 2021~~tenant population. We noted slight declines in occupancy and ~~2020~~

~~Total revenue increased~~operating results at our multifamily properties securing MRBs due to COVID-19. However, operating results, plus the availability of reserves, have allowed all properties to be current on contractual debt service payments on our MRBs and we have received no requests for ~~the nine months ended September 30, 2021 as compared~~forbearance of contractual debt service payments. If property operating results significantly decline, we may choose to provide support to the ~~same period in 2020 due primarily to:~~

properties through supplemental property loans to prevent defaults on the related MRBs.•

~~An increase of approximately $2.4 million of interest income from our various GIL investments beginning in June 2020;~~

•

~~Contingent interest income of approximately $1.8 million recognized in July 2021 upon the redemption of the Rosewood Townhomes – Series A and South Pointe Apartments – Series A MRBs;~~

•

~~A decrease of approximately $760,000 in interest income from MRB investments due primarily to redemption and principal paydowns; and~~

~~Interest expense increased slightly for the nine months ended September 30, 2021 as compared to the same period in 2020 primarily due to the following various offsetting activities:~~

•

~~The execution of the Secured Notes in September 2020;~~

•

~~An increase in the average outstanding principal related to the TOB financings of $121.3 million;~~

•

Offset by generally lower SIFMA index rates during the nine months ended September 30, 2021 resulted in lower interest expense on our variable rate debt financings. The SIFMA index averaged 0.04% and 0.71% during the nine months ended September 30, 2021 and 2020, respectively. See tables below for additional information regarding the impact of rate changes on the Partnership’s variable rate debt financings;

•

The termination of five fixed rate Term A/B financings with interest rates of approximately 4.50% that were replaced by five new TOB financings with an initial variable interest rate of approximately 2.09% in April 2020;

•

Approximately $454,000 of additional interest expense and approximately $285,000 of deferred financing costs that were written off during the nine months ended September 30, 2020 with the termination of the Deutsche Bank Term A/B trust financings in April 2020; and

•

~~Approximately $364,000 of previously unamortized deferred financing costs that were recognized as interest expense upon collapse of certain TOB financings in September 2020.~~

~~Segment net income for the nine months ended September 30, 2021 increased as compared to the same period in 2020 due to:~~

•

~~The changes in total revenue and total interest expense detailed in the tables below;~~

•

~~A decrease in the provision for credit loss of approximately $4.4 million related to the Provision Center 2014-1 MRB and Live 929 Apartments MRB;~~

•

~~A decrease in the provision for loan loss of approximately $482,000 related to the Live 929 Apartments; and~~

•

Offset by an increase in general and administrative expenses due to increases of approximately $667,000 related to salaries and benefits, approximately $303,000 related to administration fees paid to AFCA2 due to greater assets under management, approximately $205,000 related to restricted unit award expense, and approximately $409,000 related to professional and consulting fees from increased transactional activity during 2021.

The following table summarizes the segment’s net interest income, average 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 nine months ended September 30, 2021 and 2020. The average balances are based primarily on monthly averages during the respective periods. All dollar amounts are in thousands.

For the Nine Months Ended September 30,

2021

2020

Average
Balance

Interest
Income/
Expense

Average
Rates
Earned/
Paid

Average
Balance

Interest
Income/
Expense

Average
Rates
Earned/
Paid

Interest-earning assets:

Mortgage revenue bonds

$
659,006

$
28,788

5.8
%

$
672,989

$
29,998

5.9
%
Governmental issuer loans

118,217

2,961

3.3
%

21,987

535

3.2
%
Property loans

19,321

768

5.3
%

9,104

501

7.3
%
Other investments

2,704

180

8.9
%

1,720

136

10.5
%
Total interest-earning assets

$
799,248

$
32,697

5.5
%

$
705,800

$
31,170

5.9
%

Contingent interest income

1,849

-

Non-investment income

78

47

Total revenues

$
34,624

$
31,217

Interest-bearing liabilities:

Lines of credit

$
4,447

$
121

3.6
%

$
13,964

$
386

3.7
%

Fixed TEBS financing

287,188

8,349

3.9
%

290,532

8,442

3.9
%

Variable TEBS financing

77,809

826

1.4
%

79,068

1,304

2.2
%
Variable Secured Notes⁽¹⁾

103,306

1,765

2.3
%

2,647

45

2.3
%

Fixed Term A/B & TOB financing

13,002

294

3.0
%

33,811

1,554

6.1
%
⁽²⁾
Variable TOB financing

242,637

3,110

1.7
%

121,314

2,110

2.3
%

Amortization of deferred finance costs

N/A

690

N/A

N/A

1,172

N/A

Derivative fair value adjustments

N/A

11

N/A

N/A

(104
)

N/A

Total interest-bearing liabilities

$
728,389

$
15,166

2.8
%

$
541,336

$
14,909

3.7
%

Net interest income/spread⁽³⁾

$
17,531

2.9
%

$
16,261

3.1
%

⁽¹⁾	~~Interest expense is reported net of income/loss on the Partnership’s two total return swaps.~~

⁽²⁾	~~The increase in average rate was due primarily to approximately $454,000 of additional interest expense related to the termination of the Deutsche Bank Term A/B trust financings in April 2020.~~

⁽³⁾	Net interest income equals the difference between total interest income from interest-earning assets minus total interest expense from interest-bearing assets. Net interest spread equals annualized net interest income divided by the average interest-bearing assets during the period.

~~The following table summarizes the changes in interest income and interest expense for the nine months ended September 30, 2021 and~~During 2020 and the ~~extent~~first half of 2021, COVID-19 had a significant impact on Live 929 Apartments, our sole student housing MRB property. As of March 31, 2022, Live 929 Apartments is 98% occupied, which is higher than occupancy levels prior to ~~which these variances are attributable~~the onset of COVID-19. The nearby educational institution, Johns Hopkins University, has resumed on-campus, in-person classes. In January 2022, the borrower completed a restructuring of all senior debt secured by the property. The restructuring transaction provided additional funds to ~~1) changes in~~resolve certain payables, fund a debt service reserve, fund repairs and capital improvements, and improve the ~~volume~~debt service coverage going forward. In the restructuring transaction, our Live 929 Apartments – 2014 Series A and 2014 Series B MRBs were redeemed at par plus accrued interest and we purchased a new Series 2022A MRB with principal of ~~interest-earning assets~~$66.4 million and ~~interest-bearing liabilities, or 2) changes in the~~a Series 2022B taxable MRB of $3.6 million, both with fixed interest rates of 4.30%. We believe the ~~interest-earning assets~~restructured debt and ~~interest-bearing liabilities. All dollar amounts~~estimated future property operations will eliminate the need for further forbearance.

The borrower of the Provision Center 2014-1 MRB, our only commercial MRB property, filed for protection under Chapter 11 of Title 11 of the United States Code in December 2020. In January 2022, the US Bankruptcy Court for the Middle District of Tennessee approved a sale of the Knoxville facility to a third party. The borrower and the purchaser continue to work toward closing of the sale later in 2022. The net sale proceeds and funds held by the trustee will be distributed to bondholders upon closing of the sale. The Partnership owns approximately 9.2% of the outstanding senior MRBs, and we expect to receive approximately $4.6 million of net proceeds upon closing.

Properties securing our GILs and related property loans are ~~in thousands.~~currently under construction and have not yet commenced leasing operations. To date, these properties have not experienced any material supply chain disruptions for either construction materials or labor or incurred material construction cost overruns.

For the Nine Months Ended September 30, 2021 vs. 2020

Total
Change

Average
Volume
$ Change

Average
Rate
$ Change

Interest-earning assets:

Mortgage revenue bonds

$
(1,210
)

$
(623
)
$
(587
)
Governmental issuer loans

2,426

2,342

84

Property loans

267

562

(295
)
Other investments

44

78

(34
)
Total interest-earning assets

$
1,527

$
2,359

$
(832
)

Interest-bearing liabilities:

Lines of credit

$
(265
)

$
(263
)
$
(2
)
Fixed TEBS financing

(93
)

(97
)

4

Variable TEBS financing

(478
)

(21
)

(457
)
Variable Secured Notes ⁽¹⁾

1,720

1,720

-

Fixed Term A/B & TOB financing

(1,260
)

(956
)
⁽²⁾

(304
)
Variable TOB financing

1,000

2,110

⁽²⁾

(1,110
)
Amortization of deferred finance costs

(482
)
⁽³⁾
N/A

(482
)
Derivative fair value adjustments

115

N/A

115

Total interest-bearing liabilities

$
257

$
2,493

$
(2,236
)

Net interest income

$
1,270

$
(134
)

$
1,404

⁽¹⁾	~~Interest expense is reported net of income/loss on the Partnership’s two total return swaps.~~

⁽²⁾	~~The Partnership terminated all Fixed Term A/B & TOB financings with Deutsche Bank in April 2020 and subsequently closed new variable TOB financings with Mizuho.~~

⁽³⁾

Due primarily to approximately $285,000 of deferred finance costs written off with the termination of the Deutsche Bank Term A/B trust financings in April 2020 and approximately $364,000 of previously unamortized deferred financing costs that were recognized as interest expense upon collapse of certain TOB financings in September 2020.

~~Other~~Seniors and Skilled Nursing MRB Investments Segment

The ~~Other~~Seniors and Skilled Nursing MRB Investments segment provides acquisition, construction and permanent financing for seniors housing and skilled nursing properties. Seniors housing consists of a combination of the ~~operations~~independent living, assisted living and memory care units.

As of ~~ATAX Vantage Holdings, LLC, which holds noncontrolling equity investments~~March 31, 2022, we owned one MRB with aggregate outstanding principal of $100,000, with an outstanding commitment to provide additional funding of $43.9 million on a draw-down basis during construction. This MRB was issued to finance the construction and stabilization of a combined independent living, assisted living and memory care property in ~~certain market-rate multifamily properties and issues~~Traverse City, MI, with 154 total units. Furthermore, in 2021 we funded a property ~~loans due from other multifamily properties. The Other Investments segment also includes the consolidated assets~~loan with outstanding principal of ~~Vantage at Hutto.~~$13.4 million as of December 31, 2021, secured by a 128-bed skilled nursing facility in Houston, TX.

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


	For the Three Months Ended March 31,
	2022		2021		$ Change		% Change
Seniors and Skilled Nursing Investments
Total revenues	$	229	$	-	$	229	N/A
Interest expense		-		-		-	N/A
Segment net income		229		-		229	N/A

Operations in this segment began in December 2021.

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

$ Change

% Change

2021

2020

$ Change

% Change

Other Investments

Total revenues

$
3,075

$
1,527

$
1,548

101.4
%

$
8,557

$
5,305

$
3,252

61.3
%
Interest expense

194

-

194

N/A

234

-

234

N/A

Gain on sale of investments in unconsolidated entities

6,955

-

6,955

N/A

15,227

-

15,227

N/A

Segment net income

9,836

1,528

8,308

543.7
%

23,547

5,303

18,244

344.0
%

Market-Rate Joint Venture Investments Segment

The Market-Rate Joint Venture Investments segment consists of our noncontrolling joint venture equity investments in market-rate multifamily properties, also referred to as our investments in unconsolidated entities, and property loans due from market-rate

multifamily properties. Our joint venture equity investments are passive in nature. Operational oversight of each property is controlled by our joint venture partner according to the entity’s operating agreement. All properties are managed by a property management company affiliated with our joint venture partner. 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.

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

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


	For the Three Months Ended March 31,
	2022		2021		$ Change		% Change
Market-Rate Joint Venture Investments
Total revenues	$	2,917	$	1,898	$	1,019		53.7	%
Interest expense		192		-		192	N/A
Gain on sale of investments in unconsolidated entities		16,440		2,809		13,631		485.3	%
Segment net income		19,162		4,706		14,456		307.2	%

Comparison of the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

The increase in total revenues for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 was primarily due to the following:

•

An increase of approximately $853,000 of investment income from Vantage at Murfreesboro which was sold in March 2022;

•

A net increase of approximately $1.0 million in recurring investment income primarily due to additional and ongoing investments in unconsolidated entities during 2021 and 2022; and

•

A decrease of approximately $862,000 of investment income recognized upon the sale of Vantage at Germantown in March 2021.

Interest expenses for the three months ended March 31, 2022 is related to our General LOC this is primarily secured by our investments in unconsolidated entities.

•

~~An increase of approximately $1.4 million of investment income primarily from amounts recognized upon the sale of Vantage at Bulverde in August 2021;~~

•

~~A net increase of approximately $608,000 in recurring investment income primarily~~ ~~due to additional investments in unconsolidated entities during 2020 and 2021; and~~

•

~~Offset by a reduction in recurring income of approximately $453,000 due to the sales of Vantage at Germantown and Vantage at Waco in March 2021 and June 2020, respectively.~~

The gain on sale of investments in unconsolidated entities is related to the sale of the Vantage at ~~Bulverde~~Murfreesboro property in March 2022 for a gain of approximately $16.4 million. In addition, we received additional cash of approximately $75,000 in March 2022 upon final settlement of the Vantage at Bulverde sale that closed in August 2021. The gain on sale of investments in unconsolidated entities for the three months ended March 2021 related to the sale of the Vantage at Germantown in March 2021 for a gain of approximately $2.8 million.

The change in segment net income for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 was primarily due to the change in total revenues and ~~gain~~gains on ~~sale of an unconsolidated entity discussed above.~~

~~Comparison of the nine months ended September 30, 2021 and 2020~~

~~The increase in total revenues for the nine months ended September 30, 2021 as compared to the same period in 2020 was primarily due~~ ~~to the following:~~

•

~~An increase of approximately $2.4 million in investment income from amounts recognized upon the sale of Vantage at Powdersville in May 2021;~~

•

~~An increase of approximately $1.0 million in investment income primarily from amounts recognized upon the sale of Vantage at Bulverde in August 2021;~~

•

~~Partially offset by approximately $1.3 million in investment income from amounts recognized upon the sale of Vantage at Waco in June 2020; and~~

•

~~A net increase of approximately $1.1 million of investment income due to~~ ~~additional investments in unconsolidated entities during 2020 and 2021~~.

The gain on sale of investments in unconsolidated entities is related to the sale of the Vantage at Germantown property in March 2021 for approximately $2.8 million, the sale of the Vantage at Powdersville property in May 2021 for approximately $5.5 million and the sale of the Vantage at Bulverde property in August 2021 for approximately $7.0 million.

~~The change in segment net income for the nine~~ ~~months ended September 30, 2021 as compared to the same period in 2020 was due to the change in total revenues and gain on sale~~sales of unconsolidated entities discussed above.

Operational Matters

Supply chains for certain materials and labor needed to construct the properties underlying our investments in unconsolidated entities have been constrained in the current environment, but to date, properties under construction have not experienced any material supply chain disruptions. We have also noted volatile market prices for construction materials, particularly lumber and commodities, yet we have noted no material construction cost overruns to date. As of March 31, 2022, our five stabilized investments have occupancy of near or above 90%. One property, Vantage at Tomball, began leasing in the first quarter of 2022 and is 17% occupied as of March 31, 2022.

MF Properties Segment

As of March 31, 2022 and 2021, the Partnership owned the Suites on Paseo and The ~~Partnership’s strategy has been to acquire ownership positions in~~50/50 MF Properties in order to position itself for future investments in MRBs that finance these properties or to operate the MF Properties until their “highest and best use” can be determined by management. As of September 30, 2021 and 2020, the Partnership and its consolidated subsidiaries owned two MF Properties which containedcontaining a total of 859 rental units.

The following table compares operating results for the MF Properties segment for the periods indicated (dollar amounts in thousands):


	For the Three Months Ended September 30,												For the Nine Months Ended September 30,												For the Three Months Ended March 31,
	2021			2020			$ Change			% Change			2021			2020			$ Change			% Change			2022			2021			$ Change			% Change
MF Properties
Total revenues	$	1,812		$	1,549		$	263			17.0	%	$	5,294		$	5,358		$	(64	)		-1.2	%	$	1,927		$	1,695		$	232			13.7	%
Interest expense		283			292			(9	)		-3.1	%		847			906			(59	)		-6.5	%		273			282			(9	)		-3.2	%
Segment net loss		(301	)		(835	)		534			64.0	%		(595	)		(1,173	)		578			49.3	%		(92	)		(263	)		171			65.0	%

Comparison of the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

The increase in total revenues for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in 2021 is due primarily to higher occupancy at the Suites on Paseo MF Property. Higher occupancy is a result of the resumption of on-campus, in-person classes for the Fall 2021 semester at San Diego State University after having suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns.

The decrease in interest expense is due to ~~improved occupancy.~~a decrease in the average outstanding principal.

The improvement in segment net loss for the three months ended March 31, 2022 as compared to the same period in 2021 was due to the changes in total revenue and interest expense described above and an increase of approximately $56,000 in general operating expenses at the MF properties.

Operational Matters

Both MF Properties are adjacent to universities and serve primarily university students. The University of Nebraska-Lincoln, which is adjacent to The 50/50 MF Property, is ~~located at the University of Nebraska-Lincoln which is currently~~ holding on-campus, in-person classes. The property is 88% occupied as of ~~September 30, 2021,~~March 31, 2022, which remains below occupancy levels prior to the onset of COVID-19. However, the property has generated sufficient operating cash flows to meet all mortgage payment and operational obligations through ~~September 30, 2021.~~ March 31, 2022.

San Diego State University, which is adjacent to the Suites on Paseo MF Property, has resumed on-campus, in-person ~~classes in the Fall 2021 semester after having suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns.~~classes. Physical occupancy at the Suites on Paseo MF Property was ~~97%~~93% as of ~~September 30, 2021,~~March 31, 2022, which is higher than occupancy levels prior to ~~COVID-19.~~

~~Interest expense was relatively consistent for~~ the ~~three months ended September 30, 2021 as compared to the same period in 2020.~~

The improvement in segment net loss for the three months ended September 30, 2021 as compared to the same period in 2020 was due to the change in total revenue described above and approximately $156,000onset of ~~net savings from closure of the bistro at~~COVID-19. There is currently no direct debt associated with the Suites on Paseo ~~in 2020 in addition to generally lower operating expenses at the Partnership’s~~ MF ~~properties.~~

~~Comparison of the nine months ended September 30, 2021 and 2020~~

Total revenues were relatively consistent for the nine months ended September 30, 2021 as compared to the same period in 2020. The University of Nebraska-Lincoln and San Diego State University are currently holding on-campus, in-person classes and occupancy is consistent with occupancy levels prior to COVID-19.

The decrease in interest expense for the nine months ended September 30, 2021 as compared to the same period in 2020 was due to the refinancing of The 50/50 Mortgage and TIF loans to lower interest rates in February 2020 and slightly lower average outstanding principal balances.

The decrease in segment net loss for the nine months ended September 30, 2021 as compared to the same period in 2020 was due to the changes in total revenues and interest expense described above and approximately $534,000 of net savings from closure of the bistro at the Suites on Paseo in 2020.

~~Public Housing Capital Fund Trusts Segment~~

The PHC Certificates within this segment consisted of custodial receipts evidencing loans made to public housing authorities. In January 2020, we sold all of our PHC Certificates to an unrelated third party and collapsed the related debt financing.

~~The following table compares operating results for the Public Housing Capital Fund Trustssegment for the periods indicated (dollar amounts in thousands):~~

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

$ Change

% Change

2021

2020

$ Change

% Change

Public Housing Capital Fund
Trusts

Total revenues

$
-

$
-

$
-

N/A

$
-

$
174

$
(174
)

-100.0
%
Interest expense

-

-

-

N/A

-

198

(198
)

-100.0
%
Segment net income

-

-

-

N/A

-

1,391

(1,391
)

-100.0
%

~~Comparison of the three and nine months ended September 30, 2021 and 2020~~

~~There were no reported operations for the three and nine months ended September 30, 2021 due to the sale of the PHC Certificates in January 2020~~Property and the ~~collapse and payment in full of~~property’s operating cash flows have been sufficient to meet all ~~principal and interest due on the TOB Trust financings secured by the PHC Certificates.~~operational obligations through March 31, 2022.

Discussion of Occupancy at Investment-Related Properties

The following tables ~~outline~~summarize occupancy and other information regarding the ~~Residential Properties for which we hold MRBs as investments. The tables also contain information about the MF Properties and~~ properties ~~associated with~~underlying our ~~investments in unconsolidated entities.~~various investment classes. The narrative discussion that follows provides a brief operating analysis of each ~~category~~investment class as of and for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~

2021.

Non-Consolidated ~~Residential~~ Properties – Stabilized

The owners of the following ~~Residential Properties~~properties either do not meet the definition of a VIE and/or we have evaluated and determined we are not the primary beneficiary of ~~each~~the VIE. As a result, we do not report the assets, liabilities and results of operations of these properties on a consolidated basis. These ~~Residential Properties~~properties have met the stabilization criteria (see footnote 3 below the table) as of ~~September 30, 2021.~~March 31, 2022. Debt service on our MRBs for the non-consolidated stabilized properties was current as of ~~September 30, 2021.~~March 31, 2022. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.


		Number of Units as of March 31,		Physical Occupancy (1) as of March 31,						Economic Occupancy (2) for the three months ended March 31,
Property Name	State	2022		2022			2021			2022			2021
MRB Multifamily Properties-Stabilized (3)
Courtyard	CA		108		100	%		100	%		97	%		92	%
Glenview Apartments	CA		88		92	%		99	%		94	%		96	%
Harden Ranch	CA		100		98	%		99	%		94	%		97	%
Harmony Court Bakersfield	CA		96		96	%		96	%		95	%		87	%
Harmony Terrace	CA		136		98	%		99	%		130	%		115	%
Las Palmas II	CA		81		100	%		100	%		98	%		98	%
Lutheran Gardens (4)	CA		76		95	%	n/a				94	%	n/a
Montclair Apartments	CA		80		93	%		98	%		97	%		93	%
Montecito at Williams Ranch Apartments	CA		132		95	%		92	%		107	%		102	%
Montevista	CA		82		95	%		96	%		97	%		111	%
San Vicente	CA		50		98	%		98	%		99	%		92	%
Santa Fe Apartments	CA		89		93	%		99	%		85	%		91	%
Seasons at Simi Valley	CA		69		97	%		100	%		115	%		110	%
Seasons Lakewood	CA		85		99	%		99	%		97	%		101	%
Seasons San Juan Capistrano	CA		112		98	%		96	%		97	%		95	%
Solano Vista	CA		96		94	%		100	%		95	%		91	%
Summerhill	CA		128		98	%		97	%		97	%		89	%
Sycamore Walk	CA		112		98	%		99	%		94	%		91	%
The Village at Madera	CA		75		97	%		100	%		106	%		96	%
Tyler Park Townhomes	CA		88		100	%		99	%		98	%		98	%
Vineyard Gardens	CA		62		100	%		98	%		102	%		95	%
Westside Village Market	CA		81		96	%		96	%		95	%		97	%
Brookstone	IL		168		95	%		96	%		100	%		94	%
Copper Gate Apartments	IN		129		98	%		98	%		100	%		93	%
Renaissance	LA		208		96	%		96	%		93	%		92	%
Live 929 Apartments	MD		575		98	%		71	%		81	%		72	%
Gateway Village	NC		64		94	%		97	%		84	%		97	%
Greens Property	NC		168		99	%		96	%		90	%		92	%
Lynnhaven Apartments	NC		75		91	%		91	%		72	%		85	%
Silver Moon	NM		151		98	%		96	%		97	%		97	%
Village at Avalon	NM		240		98	%		98	%		98	%		97	%
Bridle Ridge (5)	SC		152	n/a			n/a			n/a			n/a
Columbia Gardens	SC		188		96	%		95	%		96	%		94	%
Companion at Thornhill Apartments	SC		179		100	%		100	%		86	%		88	%
Cross Creek	SC		144		94	%		97	%		81	%		91	%
The Palms at Premier Park Apartments	SC		240		99	%		99	%		91	%		89	%
Village at River's Edge	SC		124		92	%		94	%		98	%		107	%
Willow Run	SC		200		93	%		96	%		100	%		96	%
Arbors at Hickory Ridge (5)	TN		348	n/a			n/a			n/a			n/a
Avistar at Copperfield	TX		192		96	%		91	%		85	%		83	%
Avistar at the Crest	TX		200		98	%		95	%		77	%		73	%
Avistar at the Oaks	TX		156		99	%		96	%		89	%		87	%
Avistar at the Parkway	TX		236		97	%		90	%		85	%		81	%
Avistar at Wilcrest	TX		88		92	%		83	%		77	%		70	%
Avistar at Wood Hollow	TX		409		95	%		88	%		89	%		85	%
Avistar in 09	TX		133		99	%		95	%		94	%		88	%
Avistar on the Boulevard	TX		344		97	%		91	%		84	%		78	%
Avistar on the Hills	TX		129		96	%		95	%		83	%		87	%
Bruton Apartments	TX		265		86	%		92	%		68	%		75	%
Concord at Gulfgate	TX		288		99	%		89	%		88	%		78	%
Concord at Little York	TX		276		94	%		87	%		85	%		83	%
Concord at Williamcrest	TX		288		95	%		95	%		87	%		86	%
Crossing at 1415	TX		112		98	%		98	%		88	%		89	%
Decatur Angle	TX		302		80	%		88	%		67	%		74	%
Esperanza at Palo Alto	TX		322		91	%		93	%		84	%		88	%
Heights at 515	TX		96		99	%		99	%		88	%		91	%
Heritage Square	TX		204		99	%		89	%		82	%		73	%
Oaks at Georgetown	TX		192		98	%		95	%		94	%		92	%
Runnymede	TX		252		100	%		99	%		98	%		94	%
Southpark	TX		192		99	%		97	%		93	%		94	%
15 West Apartments	WA		120		100	%		100	%		97	%		99	%
			10,175		96	%		93	%		90	%		88	%

(1)

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

(2)

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

(3)

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

(4)

Prior year occupancy data is not available as the related investment was acquired in 2021 and the property was considered stabilized upon acquisition of the related MRB.

(5)

The MRB is defeased and as such, the Partnership will not report property occupancy information.

Number
of Units as of
September 30,

Physical Occupancy ⁽¹⁾
as of September 30,

Economic Occupancy ⁽²⁾
for the nine months ended September 30,

Property Name

State

2021

2021

2020

2021

2020

Non-Consolidated Properties-Stabilized ⁽³⁾

Courtyard

CA

108

100
%

100
%

92
%

94
%
Glenview Apartments

CA

88

95
%

99
%

96
%

94
%
Harden Ranch

CA

100

95
%

98
%

97
%

95
%
Harmony Court Bakersfield

CA

96

97
%

99
%

90
%

91
%
Harmony Terrace

CA

136

99
%

98
%

117
%

123
%
Las Palmas II

CA

81

100
%

100
%

98
%

98
%
Montclair Apartments

CA

80

99
%

99
%

95
%

100
%
Montecito at Williams Ranch Apartments

CA

132

98
%

98
%

104
%

106
%
Montevista

CA

82

94
%

95
%

108
%

110
%
San Vicente

CA

50

100
%

100
%

94
%

98
%
Santa Fe Apartments

CA

89

100
%

100
%

94
%

96
%
Seasons at Simi Valley

CA

69

97
%

99
%

109
%

115
%
Seasons Lakewood

CA

85

98
%

100
%

98
%

103
%
Seasons San Juan Capistrano

CA

112

97
%

93
%

96
%

98
%
Solano Vista

CA

96

97
%

96
%

100
%

99
%
Summerhill

CA

128

98
%

98
%

90
%

95
%
Sycamore Walk

CA

112

99
%

98
%

89
%

91
%
The Village at Madera

CA

75

100
%

99
%

101
%

97
%
Tyler Park Townhomes

CA

88

100
%

99
%

97
%

97
%
Vineyard Gardens

CA

62

98
%

100
%

96
%

100
%
Westside Village Market

CA

81

98
%

100
%

93
%

99
%
Brookstone

IL

168

96
%

95
%

96
%

102
%
Copper GateApartments

IN

129

98
%

100
%

93
%

95
%
Renaissance

LA

208

93
%

96
%

90
%

91
%
Live 929 Apartments

MD

575

95
%

67
%

72
%

84
%
Woodlynn Village

MN

59

100
%

98
%

98
%

98
%
Gateway Village

NC

64

83
%

97
%

96
%

94
%
Greens Property

NC

168

99
%

99
%

92
%

92
%
Lynnhaven Apartments

NC

75

84
%

99
%

86
%

93
%
Silver Moon

NM

151

94
%

97
%

93
%

90
%
Village at Avalon

NM

240

98
%

99
%

97
%

97
%
Ohio Properties ⁽⁴⁾

OH

362

97
%

97
%

92
%

94
%
Bridle Ridge

SC

152

100
%

99
%

89
%

93
%
Columbia Gardens

SC

188

89
%

95
%

99
%

90
%
Companion at Thornhill Apartments

SC

179

99
%

100
%

89
%

88
%
Cross Creek

SC

144

95
%

98
%

89
%

93
%
The Palms at Premier Park Apartments

SC

240

97
%

98
%

93
%

91
%
Village at River's Edge

SC

124

98
%

98
%

101
%

99
%
Willow Run

SC

200

92
%

92
%

99
%

88
%
Arbors at Hickory Ridge ⁽⁵⁾

TN

348

n/a

n/a

n/a

n/a

Avistar at Copperfield

TX

192

98
%

97
%

83
%

87
%
Avistar at the Crest

TX

200

98
%

97
%

77
%

85
%
Avistar at the Oaks

TX

156

96
%

94
%

88
%

87
%
Avistar at the Parkway

TX

236

97
%

96
%

84
%

81
%
Avistar at Wilcrest

TX

88

83
%

95
%

72
%

81
%
Avistar at Wood Hollow

TX

409

95
%

92
%

85
%

92
%
Avistar in 09

TX

133

99
%

95
%

89
%

92
%
Avistar on the Boulevard

TX

344

96
%

93
%

81
%

80
%
Avistar on the Hills

TX

129

97
%

96
%

86
%

86
%
Bruton Apartments

TX

264

85
%

91
%

71
%

81
%
Concord at Gulfgate

TX

288

95
%

93
%

81
%

85
%
Concord at Little York

TX

276

93
%

93
%

81
%

84
%
Concord at Williamcrest

TX

288

96
%

95
%

87
%

89
%
Crossing at 1415

TX

112

99
%

96
%

87
%

88
%
Decatur Angle

TX

302

84
%

91
%

73
%

77
%
Esperanza at Palo Alto

TX

322

93
%

97
%

87
%

83
%
Heights at 515

TX

96

95
%

97
%

89
%

89
%
Heritage Square

TX

204

98
%

96
%

76
%

76
%
Oaks at Georgetown

TX

192

97
%

97
%

93
%

92
%
Runnymede

TX

252

98
%

98
%

95
%

92
%
Southpark

TX

192

98
%

95
%

95
%

93
%
15 West Apartments

WA

120

99
%

100
%

99
%

99
%

10,519

96
%

95
%

88
%

90
%

⁽¹⁾	~~Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.~~

⁽²⁾

⁽³⁾	A property is considered stabilized once it reaches 90% physical occupancy for 90 days and an achievement of 1.15 times debt service coverage ratio on amortizing debt service for a period after construction completion or completion of the rehabilitation.

⁽⁴⁾	~~The Ohio Properties consist of Crescent Village, located in Cincinnati, Ohio, Willow Bend, located in Columbus (Hilliard), Ohio and Postwoods, located in Reynoldsburg, Ohio.~~

⁽⁵⁾	~~The MRB was defeased and the underlying property was sold during the three months ended September 30, 2021. As such, the Partnership will not report property occupancy information.~~

Physical occupancy as of ~~September 30, 2021~~March 31, 2022 was ~~slightly~~ higher compared ~~with the same period in 2020~~to March 31, 2021 due primarily to the large increase in physical occupancy at Live 929 Apartments. Economic occupancy for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 was

slightly ~~lower compared with~~higher than the same period in ~~2020~~2021 due ~~primarily~~ to ~~lower~~generally improving economic occupancy at ~~Live 929 Apartments~~various properties in Texas. The Decatur Angle and ~~certain Residential Properties located in Texas during the first half of 2021.~~

~~Despite the economic impacts of COVID-19, at this time we have not seen~~Bruton properties experienced significant declines due to higher than historical bad debt reserve write-offs, declining physical occupancy and increases in operating expenses. The Gateway Village and Lynnhaven Apartments properties experienced significant declines as part of a transition to new property management and higher than historical bad debt expenses.

We observed moderate declines in overall physical and economic occupancy for the ~~MRB~~ portfolio ~~on average. We believe this is largely~~above due to ~~government relief programs that aid individuals, including affordable housing tenants, that have experienced economic hardship as a result~~COVID-19 in 2020 and 2021. In the first quarter of ~~COVID-19. If COVID-19 continues to negatively impact the U.S. economy~~2022, we’ve observed an increase in overall physical and ~~such government relief programs are discontinued or curtailed, we anticipate there will be a negative impact on~~ economic occupancy ~~and physical occupancy in the future.~~compared to year-end 2021.

The Live 929 Apartments, a student housing property, was more significantly impacted by COVID-19 than affordable multifamily properties and the Partnership's MRB portfolio on average but has generally recovered from an occupancy ~~standpoint for the Fall 2021 semester.~~standpoint. The nearby educational institution, Johns Hopkins University, ~~has resumed~~is holding on-campus, in-person ~~on-campus classes for the Fall 2021 semester.~~classes. As of ~~September 30, 2021,~~March 31, 2022, Live 929 Apartments is ~~95%~~98% occupied, which is higher than occupancy prior to COVID-19. Economic occupancy reported above ~~remains low due to lower seasonal operations during the summer months, but we expect operations and economic occupancy to improve over the coming quarters~~has also improved slightly as a result of increased physical occupancy.

Non-Consolidated ~~Residential~~ 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 ~~September 30, 2021,~~March 31, 2022, these Residential Properties have not met the stabilization criteria (see footnote 3 below the table). As of ~~September 30, 2021,~~March 31, 2022, debt service on the Partnership’s MRBs and GILs for the non-consolidated, non-stabilized properties was current. The amounts presented below were obtained from records provided by the property owners and their related property management service providers.

Number
of Units as of
March 31,

Physical Occupancy (1)
as of March 31,

Economic Occupancy (2)
for the year ended March 31,

Property Name

State

2022

2021

2022

2021

MRB Multifamily Properties-Non Stabilized (3)

Ocotillo Springs (4)

n/a

Residency at the Mayer (4)

n/a

Jackson Manor Apartments (5)

n/a

214

GIL Multifamily Properties-Non Stabilized (3)

Hope on Avalon (4)

n/a

Hope on Broadway (4)

n/a

Centennial Crossings (4)

209

n/a

Osprey Village (4)

383

n/a

Willow Place Apartments (4)

182

n/a

Oasis at Twin Lakes (4)

228

n/a

Legacy Commons at Signal Hills (4)

247

n/a

Hilltop at Signal Hills (4)

146

n/a

Scharbauer Flats Apartments (4)

300

n/a

1,832

MRB Seniors Housing and Skilled Nursing Properties-Non Stabilized (3)

Meadow Valley (4)

154

n/a

Grand total

2,200

n/a

Number
of Units as of
September 30,

Physical Occupancy ⁽¹⁾
as of September 30,

Economic Occupancy⁽²⁾
for the nine months ended September 30,
Property Name

State

2021

2021

2020

2021

2020
Non-Consolidated Properties-Non
Stabilized ⁽³⁾
Ocotillo Springs ⁽⁴⁾

CA

75

n/a

n/a

n/a

n/a
Hope on Avalon ⁽⁴⁾

CA

88

n/a

n/a

n/a

n/a
Hope on Broadway ⁽⁴⁾

CA

49

n/a

n/a

n/a

n/a
Centennial Crossings ⁽⁴⁾

CO

209

n/a

n/a

n/a

n/a
Osprey Village ⁽⁴⁾

FL

383

n/a

n/a

n/a

n/a
Willow Place Apartments ⁽⁴⁾

GA

182

n/a

n/a

n/a

n/a
Oasis at Twin Lakes ⁽⁴⁾

MN

228

n/a

n/a

n/a

n/a
Legacy Commons at Signal Hills ⁽⁴⁾

MN

247

n/a

n/a

n/a

n/a
Hilltop at Signal Hills ⁽⁴⁾

MN

146

n/a

n/a

n/a

n/a
Jackson Manor Apartments ⁽⁴⁾

MS

60

n/a

n/a

n/a

n/a
Scharbauer Flats Apartments ⁽⁴⁾

TX

300

n/a

n/a

n/a

n/a

1,967

n/a

n/a

n/a

n/a
(1)

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

⁽¹⁾	~~Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.~~

⁽²⁾

(2)

⁽³⁾

These properties are currently under construction. As such, these properties are not considered stabilized as they have not met the criteria for stabilization. A property is considered stabilized once it reaches 90% physical occupancy for 90 days and an achievement of 1.15 times debt service coverage ratio on amortizing debt service for a period after completion of the rehabilitation.

(3)

The property is not considered stabilized as it has not met the criteria for stabilization. A property is considered stabilized once it reaches 90% physical occupancy for 90 days and an achievement of 1.15 times debt service coverage ratio on amortizing debt service for a period after completion of the rehabilitation.

⁽⁴⁾	(4) Physical and economic occupancy information is not available for the three months ended March 31, 2022 and ~~economic occupancy information is not available for the nine months ended September 30,~~ 2021 ~~and 2020~~ as the property is ~~under construction or rehabilitation.~~

~~As of September 30, 2021, the Partnership had eleven properties that had not stabilized as the properties were still~~ under construction or rehabilitation.

(5)

Physical and economic occupancy information is not available for the three months ended March 31, 2021 as the related investment was acquired in April 2021.

As of March 31, 2022, all non-stabilized properties except for Jackson Manor were under construction and have no operating metrics to report. Jackson Manor has commenced an in-place rehabilitation that is nearing completion.

MF Properties

As of ~~September 30, 2021,~~March 31, 2022, we owned two MF Properties. The Partnership reports the assets, liabilities, and results of operations of these properties on a consolidated basis. ~~Both MF Properties are considered stabilized.~~ The 50/50 MF property is encumbered by mortgage loans with an aggregate principal balance of approximately ~~$25.4~~$25.0 million as of ~~September 30, 2021.~~March 31, 2022. Debt service on our mortgage payables was current as of ~~September 30, 2021.~~March 31, 2022.


		Number of Units as of March 31,		Physical Occupancy (1) as of March 31,						Economic Occupancy (2) for the year ended March 31,
Property Name	State	2022		2022			2021			2022			2021
MF Properties
Suites on Paseo	CA		384		93	%		77	%		89	%		69	%
The 50/50 Property	NE		475		88	%		90	%		84	%		86	%
			859		90	%		84	%		86	%		77	%

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

(2)

⁽¹⁾	~~Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.~~

⁽²⁾

The physical occupancy and economic occupancy as of and for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 increased as compared to the same period in ~~2020~~2021 due to an increase in occupancy at the Suites on Paseo MF Property. The University of Nebraska-Lincoln, which is adjacent to the 50/50 MF Property, is currently holding on-campus, in-person classes but occupancy is below occupancy levels prior to COVID-19. San Diego State University, which is adjacent to the Suites on Paseo MF Property, resumed on-campus, in-person classes in the Fall 2021 semester after having suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns. Current occupancy at the Suites on Paseo MF Property is higher than occupancy levels prior to COVID-19.

~~Investments in Unconsolidated Entities~~

~~We are the only limited equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties.~~ The Partnership determined the unconsolidated entities 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 limited membership interests entitle the Partnership to shares of certain cash flows generated by the Vantage Properties from operations and upon the occurrence of certain capital transactions, such as a refinancing or sale.~~The amounts presented below were obtained from records provided by the property management service providers.~~

Number
of Units as of
September 30,

Physical Occupancy ⁽¹⁾
as of September 30,

Property Name

State

2021

2021

2020

Vantage at Powdersville ⁽²⁾

SC

n/a

n/a

79
%
Vantage at Bulverde⁽²⁾

TX

n/a

n/a

81
%
Vantage at Germantown ⁽²⁾

TN

n/a

n/a

96
%
Vantage at Stone Creek

NE

294

89
%

72
%
Vantage at Murfreesboro

TN

288

98
%

65
%
Vantage at Coventry

NE

294

96
%

31
%
Vantage at Conroe

TX

288

85
%

4
%
Vantage at O'Connor ⁽³⁾

TX

288

99
%

n/a

Vantage at Westover Hills ⁽³⁾

TX

288

100
%

n/a

Vantage at Tomball ⁽⁴⁾

TX

288

n/a

n/a

Vantage at Hutto ^{(4) (5)}

TX

288

n/a

n/a

Vantage at San Marcos ⁽⁴⁾

TX

288

n/a

n/a

Vantage at Loveland ⁽⁴⁾

CO

288

n/a

n/a

Vantage at Helotes ⁽⁴⁾

TX

288

n/a

n/a

Vantage at Fair Oaks ⁽⁴⁾

TX

288

n/a

n/a

3,468

⁽¹⁾	~~Physical occupancy is defined as the total number of units occupied divided by total units at the date of measurement.~~

⁽²⁾	~~September 2021 information is not available as the properties have been sold.~~

⁽³⁾	~~September 2020 information is not available as the properties were under construction.~~

⁽⁴⁾	~~September 2021 and 2020 information is not available as the properties are either currently under construction or have not yet begun construction.~~

⁽⁵⁾	~~The property is reported as a consolidated VIE as of September 30, 2021 (Note 5)~~

The Vantage Properties at Tomball, Loveland and Helotes are currently under construction and have not commenced leasing activities. The land for the Vantage Properties at Hutto, San Marcos and Fair Oaks has been purchased, but construction activities have not yet begun. We expect construction to begin later in 2021. All other properties are currently in the lease-up phase and either stabilized or are near stabilization.

~~Results of Operations~~

The tables and following discussions of our changes in results of operations for the three and nine months ended September 30, 2021 and 2020 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, 2020.

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

$ Change

% Change

2021

2020

$ Change

% Change

Revenues and Other Income:

Investment income

$
13,620

$
12,043

$
1,577

13.1
%

$
40,306

$
35,989

$
4,317

12.0
%
Property revenues

1,812

1,549

263

17.0
%

5,294

5,358

(64
)

-1.2
%
Contingent interest income

1,849

-

1,849

N/A

1,849

12

1,837

15308.3
%
Other interest income

401

238

163

68.5
%

1,027

686

341

49.7
%
Other income

-

10

(10
)

-100.0
%

-

10

(10
)

-100.0
%
Gain on sale of securities

-

-

-

N/A

-

1,416

(1,416
)

-100.0
%
Gain on sale of investments in unconsolidated entities

6,955

-

6,955

N/A

15,227

-

15,227

N/A

Total Revenues and Other
Income

$
24,637

$
13,840

$
10,797

78.0
%

$
63,703

$
43,471

$
20,232

46.5
%

~~Discussion of the Total Revenues and Other Income for the Three Months Ended September 30, 2021 and 2020~~

~~Investment income.~~ ~~The increase in investment income for the three months ended September 30, 2021 as compared to the same period in 2020 was due to the following factors:~~

•

~~An increase of approximately $1.6 million of investment income related to investments in unconsolidated entities. This increase consisted of:~~

~~An increase of approximately $1.4 million in investment income primarily from amounts recognized upon the sale of Vantage at Bulverde in August 2021;~~

~~A net increase of approximately $608,000 in recurring investment income primarily due to additional investments in~~ ~~unconsolidated entities during 2020 and 2021~~;

~~Offset by a reduction in recurring income of approximately $453,000 due to the sales of Vantage at Germantown and Vantage at Waco in March 2021 and June 2020, respectively.~~

•

~~An increase of approximately $783,000 of investment income related to our GIL investments; and~~

•

A decrease of approximately $754,000 due to changes in the average volume and interest rates of our MRB investments. See discussion of volume and interest rate changes in the Mortgage Revenue Bond Investments segment previously included in Item 2.

~~Property revenues.~~ ~~The increase in total revenues for the three months ended September 30, 2021 as compared to the same period in 2020 is due to improved~~ occupancy at the Suites on Paseo MF Property. The University of Nebraska-Lincoln, which is adjacent to the 50/50 MF Property, is currently holding on-campus, in-person classes but occupancy is below occupancy levels prior to COVID-19. San Diego State University, which is adjacent to the Suites on Paseo MF Property, resumed on-campus, in-person classes in the Fall 2021 semester after having suspended on-campus, in-person classes for the Fall 2020 and Spring 2021 semesters due to COVID-19 concerns. Physical occupancy at the Suites on Paseo was ~~97%~~93% as of ~~September 30, 2021,~~March 31, 2022, which is higher than occupancy levels prior to COVID-19.

Investments in Unconsolidated Entities

We are the only noncontrolling equity investor in various unconsolidated entities formed for the purpose of constructing market-rate, multifamily real estate properties. The Partnership determined the unconsolidated entities 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 noncontrolling 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 serviceproviders.

Physical Occupancy (1)
as of March 31,

Property Name

State

Construction Completion Date

Planned Number of Units

2022

2021

Revenue for the Three Months Ended March 31, 2022 (2)

Sale Date

Per-unit
Sale Price

Sold Properties

Vantage at Germantown

March 2020

n/a

March 2021

149,000

Vantage at Powdersville

February 2020

n/a

May 2021

170,000

Vantage at Bulverde

August 2019

n/a

August 2021

170,000

Vantage at Murfreesboro

October 2020

n/a

March 2022

273,000

Operating Properties

Vantage at Stone Creek

April 2020

294

1,165,408

n/a

Vantage at Coventry

February 2021

294

1,103,355

n/a

Vantage at Conroe

January 2021

288

975,243

n/a

Vantage at O'Connor

June 2021

288

1,131,692

n/a

Vantage at Westover Hills

July 2021

288

1,197,853

n/a

Properties Under Construction

Vantage at Tomball (3)

n/a

288

n/a

69,489

n/a

Vantage at Hutto

n/a

288

n/a

Vantage at Loveland

n/a

288

n/a

Vantage at Helotes

n/a

288

n/a

Vantage at Fair Oaks

n/a

288

n/a

Vantage at McKinney Falls

n/a

288

n/a

Properties in Planning

Vantage at San Marcos (4)

n/a

288

n/a

3,468

(1)

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

(2)

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

(3)

Information as of March 31, 2022 is provided as the property has commenced leasing operations prior to construction completion.

(4)

The property is reported as a consolidated VIE as of March 31, 2022 (see Note 5 to the Partnership’s condensed consolidated financial statements).

~~Contingent interest income.~~ ~~Contingent interest income recognized~~The Vantage properties at Hutto, Loveland, Helotes, Fair Oaks and McKinney Falls are currently under construction and have yet to commence leasing activities as of March 31, 2022. Vantage at Tomball began leasing operations in January 2022 and is leasing up in line with expectations. The Partnership expects Vantage at Tomball to complete construction in May 2022. Vantage at San Macros remains in the planning phase. Five other properties are considered stabilized as of March 31, 2022.

Results of Operations

The tables and following discussions of our changes in results of operations for the three months ended ~~September 30,~~March 31, 2022 and 2021 ~~was realized upon~~should be read in conjunction with the ~~redemption~~Partnership’s condensed consolidated financial statements and notes thereto included in Item 1 of this report, as well as the ~~Rosewood Townhomes – Series A~~Partnership’s Annual Report on Form 10-K for the year ended December 31, 2021.

The following table compares our revenue and ~~South Pointe Apartments – Series A MRBs~~other income for the periods indicated (dollar amounts in ~~July 2021. There was no contingent interest~~in thousands):


	For the Three Months Ended March 31,
	2022		2021		$ Change		% Change
Revenues and Other Income:
Investment income	$	14,403	$	12,388	$	2,015		16.3	%
Property revenues		1,927		1,695		232		13.7	%
Other interest income		2,876		305		2,571		843.0	%
Gain on sale of investments in unconsolidated entities		16,440		2,809		13,631		485.3	%
Total Revenues and Other Income	$	35,646	$	17,197	$	18,449		107.3	%

Discussion of Total Revenues and Other Income for the Three Months Ended March 31, 2022 and 2021

Investment income. The increase in investment income ~~recognized~~ for the three months ended ~~September 30, 2020.~~March 31, 2022 as compared to the same period in 2021 was due to the following factors:

•

An increase of approximately $1.0 million of investment income related to investments in unconsolidated entities. This increase consisted of:

An increase of approximately $853,000 of investment income from Vantage at Murfreesboro which was sold in March 2022;

A net increase of approximately $1.0 million in recurring investment income primarily due to additional and ongoing investments in unconsolidated entities during 2021 and 2022; and

A decrease of approximately $862,000 of investment income recognized upon the sale of Vantage at Germantown in March 2021.

•

An increase of approximately $933,000 in interest income from higher GIL investment balances.

Property revenues. The increase in total revenues for the three months ended March 31, 2022 as compared to the same period in 2021 is due to improved occupancy at the Suites on Paseo MF Property. The University of Nebraska-Lincoln, which is adjacent to the 50/50 MF Property, is holding on-campus, in-person classes but occupancy is below occupancy levels prior to COVID-19. San Diego State University, which is adjacent to the Suites on Paseo MF Property, has resumed on-campus, in-person classes. Physical occupancy at the Suites on Paseo was 93% as of March 31, 2022, which is higher than occupancy levels prior to COVID-19.

Other interest income.Other interest income is comprised primarily of interest income on property loans and taxable MRBs held by us. The increase in other interest income ~~is primarily~~for the three months ended March 31, 2022 as compared to the same period in 2021 was due to the following:

•

An increase of approximately $1.8 million for payments received on the Ohio Properties and Live 929 Apartments property loans that were previously in nonaccrual status; and

•

An increase of approximately $756,000 in other interest income on approximately ~~$19.3~~$38.6 million of property loan advances made during the ~~nine months ended September 30, 2021 and throughout 2020.~~

~~Other income.~~ ~~There was minimal other income recognized for the~~ three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~

additional advances throughout 2021.

Gain on sale of ~~investment~~investments in an unconsolidated ~~entity.~~ entities. The gain on sale of investments in unconsolidated entities for the three months ended ~~September 30, 2021 relates~~March 31, 2022 related primarily to the sale of Vantage at ~~Bulverde~~Murfreesboro in ~~August 2021. There was no~~March 2022 for a gain ~~on sale~~ of ~~investments in unconsolidated entities reported for the three months ended September 30, 2020.~~

~~Discussion of the Total Revenues and Other Income for the Nine Months Ended September 30, 2021 and 2020~~

~~Investment income.~~ ~~The increase in investment income for the nine months ended September 30, 2021 as compared to the same period in 2020 was due to the following factors:~~

•

~~An increase of approximately $3.3 million of investment income related to investments in unconsolidated entities. This increase consisted of:~~

~~An increase of approximately $2.4 million in investment income from amounts recognized upon the sale of Vantage at Powdersville in May 2021;~~

~~An increase of approximately $1.0 million in investment income primarily from amounts recognized upon the sale of Vantage at Bulverde in August 2021;~~

~~Partially offset by approximately $1.3 million in investment income from amounts recognized upon the sale of Vantage at Waco in June 2020; and~~

~~A net increase of approximately $1.1 million of investment income due to~~ ~~additional investments in unconsolidated entities during 2020 and 2021~~.

•

~~An increase of approximately $2.4 million of investment income related to our GIL investments;~~

•

Offset by a decrease of approximately $1.2 million due to changes in the average volume and interest rates of our MRB investments. See discussion of volume and interest rate changes in the Mortgage Revenue Bond Investments segment previously included in Item 2; and

•

~~A decrease of approximately $162,000 of investment income related to the PHC Certificates that were sold in January 2020.~~

~~Property revenues.~~ Total revenues were relatively consistent for the nine months ended September 30, 2021 as compared to the same period in 2020. The University of Nebraska-Lincoln and San Diego State University are currently holding on-campus, in-person classes. The 50/50 MF Property occupancy is below and the Suites on Paseo MF Property occupancy is above levels prior to COVID-19.

~~Contingent interest income.~~ Contingent interest income recognized for the nine months ended September 30, 2021 was realized upon the redemption of the Rosewood Townhomes – Series A and South Pointe Apartments – Series A MRBs in July 2021. There was minimal contingent interest income recognized for the nine months ended September 30, 2020.

~~Other interest income.~~ ~~Other interest income is comprised primarily of interest income on property loans held by us. The increase in in other interest income is primarily due to interest on~~ approximately ~~$19.3 million of property loan advances made during the nine months ended September 30, 2021 and throughout 2020.~~

~~Other income.~~ ~~There was minimal other income recognized for the nine months ended September 30, 2021 and 2020.~~

~~Gain on sale of securities.~~ ~~There was no gain on sale of securities for the nine months ended September 30, 2021.~~ ~~The gain on sale of securities for the nine months ended September 30, 2020~~ ~~related to the sale of the PHC Certificates in January 2020.~~

~~Gain on sale of investment in an unconsolidated entity.~~ $16.4 million. The gain on sale of investments in unconsolidated entities isfor the three months ended March 31, 2021 related to the sale of ~~the~~ Vantage at Germantown ~~property~~ in March 2021 for a gain of approximately $2.8 ~~million, the sale of the Vantage at Powdersville property in May 2021 for approximately $5.5 million and the sale of the Vantage at Bulverde property in August 2021 for approximately $7.0~~ million. ~~There was no gain on sale of investments in unconsolidated entities reported for the nine months ended September 30, 2020.~~

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


	For the Three Months Ended March 31,
	2022		2021		$ Change			% Change
Expenses:
Real estate operating (exclusive of items shown below)	$	1,065	$	1,008	$	57			5.7	%
Depreciation and amortization		684		683		1			0.1	%
Interest expense		3,937		5,226		(1,289	)		-24.7	%
General and administrative		3,682		3,286		396			12.1	%
Total Expenses	$	9,368	$	10,203	$	(835	)		-8.2	%

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

$ Change

% Change

2021

2020

$ Change

% Change

Expenses:

Real estate operating (exclusive of
items shown below)

$
1,240

$
1,456

$
(216
)

-14.8
%

$
3,008

$
3,485

$
(477
)

-13.7
%
Provision for credit loss

-

3,463

(3,463
)

-100.0
%

900

5,286

(4,386
)

-83.0
%
Provision for loan loss

-

812

(812
)

-100.0
%

330

812

(482
)

-59.4
%
Impairment charge on real estate
assets

-

-

-

N/A

-

25

(25
)

-100.0
%
Depreciation and amortization

681

720

(39
)

-5.4
%

2,049

2,141

(92
)

-4.3
%
Interest expense

5,663

5,105

558

10.9
%

16,248

16,013

235

1.5
%
General and administrative

4,145

3,512

633

18.0
%

10,895

9,257

1,638

17.7
%
Total Expenses

$
11,729

$
15,068

$
(3,339
)

-22.2
%

$
33,430

$
37,019

$
(3,589
)

-9.7
%

Discussion of ~~the~~ Total Expenses for the Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

Real estate operating expenses. Real estate operating expenses are related to MF Properties and are comprised principally of real estate taxes, property insurance, utilities, property management fees, repairs and maintenance, and salaries and related employee expenses of on-site employees. Real estate operating expenses ~~decreased~~increased slightly for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 primarily due to ~~the closure of the bistro at the Suites on Paseo beginning~~general increases in ~~Fall 2020.~~operating costs.

~~Provision for credit loss.~~ There was no provision for credit loss for the three months ended September 30, 2021. The provision for credit loss for the three months ended September 30, 2020 is related to the other-than-temporary impairment of the Live 929 Apartments MRB.

~~Provision for loan loss.~~ There was no provision for loan loss for the three months ended September 30, 2021. The provision for loan loss for the three months ended September 30, 2020 is related to the Live 929 Apartments property loan.

Depreciation and amortization expense. Depreciation and amortization relate primarily to the MF Properties. ~~The decrease in depreciation~~Depreciation and amortization expense was relatively consistent for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020 related to~~2021.

Interest expense. ~~the Suites of Paseo MF Property due to real estate assets that became fully depreciated in 2020~~.

~~Interest expense.~~The ~~increase~~decrease in interest expense for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~ 2021 was due to the following factors:

•

A decrease of approximately $2.5 million due to an increase in the fair market value of the Partnership's interest rate derivative instruments attributable to rising market interest rates;

•

An increase of approximately $765,000 due to higher average principal outstanding of $192.2 million;

•

An increase of approximately $231,000 due to slightly higher average interest rates on variable-rate and fixed-rate debt financing; and

•

An increase of approximately $245,000 in amortization of deferred financing costs.

•

~~An increase of approximately $1.0 million due to higher average principal outstanding;~~

•

A decrease of approximately $316,000 due to a decrease in effective interest rates of the debt financing portfolio as a result of recent refinancing activities and generally lower market interest rates; and

•

~~A decrease of approximately $123,000 in amortization of deferred financing costs.~~

General and administrative expenses. The increase in general and administrative expenses was primarily due to increases of approximately ~~$271,000 related to~~$96,000 in restricted unit award expense, approximately ~~$264,000 related to professional~~$67,000 in travel and ~~consulting fees from increased transactional activity during 2021,~~insurance expenses, and approximately ~~$81,000 related to~~$251,000 in administration fees paid to AFCA2 due to greater assets under management.

Discussion of ~~the Total Expenses for the Nine Months Ended September 30, 2021 and 2020~~

~~Real estate operating expenses.~~ Real estate operating expenses are related to MF Properties and are comprised principally of real estate taxes, property insurance, utilities, property management fees, repairs and maintenance, and salaries and related employee expenses of on-site employees. Real estate operating expenses decreased for the nine months ended September 30, 2021 as compared to the same period in 2020 primarily due to the closure of the bistro at the Suites on Paseo beginning in Fall 2020.

~~Provision for credit loss.~~ The provisions for credit losses for the nine months ended September 30, 2021 related to an other-than-temporary impairment of approximately $900,000 related to the Provision Center 2014-1. The provision for credit loss for the nine months ended September 30, 2020 consisted of other-than-temporary impairments of approximately $3.5 million related to the Live 929 Apartments MRB and approximately $1.8 million related to the Provision Center 2014-1 MRB.

~~Provision for loan loss.~~ ~~The provisions for loan loss for the nine months ended September 30, 2021 and 2020 are related to the loan loss allowance established for the Live 929 Apartments property loan.~~

~~Impairment charge on real estate assets.~~ There was no impairment charge recognized for the nine months ended September 30, 2021. The impairment charge for the nine months ended September 30, 2020 related to the land held for development in Gardner, KS.

~~Depreciation and amortization expense.~~ Depreciation and amortization relate primarily to the MF Properties. The decrease in depreciation and amortization for the nine months ended September 30, 2021 as compared to the same period in 2020 was related to ~~the Suites of Paseo MF Property due to real estate assets that became fully depreciated in 2020~~.

~~Interest expense.~~ ~~The increase in interest expense for the nine months ended September 30, 2021 as compared to the same period in 2020~~ ~~was due to the following factors:~~

•

A decrease of approximately $2.3 million due to a decrease in effective interest rates of the debt financing portfolio as a result of recent refinancing activities and generally lower market interest rates;

•

~~A decrease of approximately $460,000 in amortization of deferred financing costs;~~

•

~~An increase of approximately $2.9 million due to higher average principal outstanding; and~~

•

~~An increase of approximately $116,000 related to fair value adjustments to interest rate derivatives, net of cash paid.~~

~~General and administrative expenses.~~ The increase in general and administrative expenses for the nine months ended September 30, 2021 as compared to the same period in 2020 was primarily due to increases of approximately $667,000 related to salaries and benefits, approximately $303,000 related to administration fees paid to AFCA2 due to greater assets under management, approximately $205,000 related to restricted unit award expense, and approximately $409,000 related to professional and consulting fees from increased transactional activity during 2021.

~~Discussion of the~~ Income Tax Expense for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

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 The 50/50 MF Property and certain property loans. ~~The~~There was minimal taxable income for the Greens Hold Co ~~reported~~for the three months ended March 31, 2022 and 2021.

Cash Available for Distribution

The Partnership believes that Cash Available for Distribution (“CAD”) provides relevant information about the Partnership’s operations and is necessary, along with net income, ~~tax benefit~~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 consisting of ~~approximately $81,000~~depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, non-cash interest rate derivative expense or income, 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 deducts Tier 2 income (see Note 3 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 ~~approximately $27,000~~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 nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~respectively. The Greens Hold Co reported~~(all per BUC amounts are presented giving effect to the one-for-three Reverse Unit Split on a retroactive basis for all periods presented):


	For the Three Months Ended March 31,
	2022			2021
Net income	$	26,264,018		$	6,992,854
Change in fair value of derivatives		(2,475,131	)		(7,451	)
Depreciation and amortization expense		683,662			683,460
Amortization of deferred financing costs		451,472			206,386
Restricted unit compensation expense		173,898			78,114
Deferred income taxes		7,266			(16,228	)
Redeemable Preferred Unit distributions and accretion		(717,744	)		(717,763	)
Tier 2 Income allocable to the General Partner (1)		(2,645,979	)		(702,277	)
Recovery of prior credit loss (2)		(5,279	)		-
Bond purchase premium (discount) amortization (accretion), net of cash received		(78,375	)		(18,521	)
Total CAD	$	21,657,808		$	6,498,574

Weighted average number of BUCs outstanding, basic		22,016,636			20,230,287
Net income per BUC, basic	$	1.03		$	0.27
Total CAD per BUC, basic	$	0.98		$	0.32
Distributions declared, per BUC	$	0.33		$	0.27

(1)

As described in Note 3 to the Partnership’s condensed consolidated financial statements, Net Interest Income representing contingent interest and Net Residual Proceeds representing contingent interest (Tier 2 income) will be distributed 75% to the limited partners and BUC holders, as a class, and 25% to the General Partner. This adjustment represents the 25% of Tier 2 income ~~tax benefit of approximately $68,000 and income tax expense of approximately $41,000 for~~due to the General Partner.

For the three ~~and nine~~ months ended ~~September 30, 2020, respectively.~~March 31, 2022, Tier 2 income allocable to the general partner related to the gain on sale of Vantage at Murfreesboro in March 2022. For the three months ended March 31, 2021, Tier 2 income allocable to the general partner related to the gain on sale of Vantage at Germantown in March 2021.

(2)

The Partnership compared the present value of cash flows expected to be collected to the amortized cost basis of the Live 929 Apartments Series 2022A MRB as of March 31, 2022, which indicated a recovery of value. The Partnership will accrete the recovery of prior credit loss into investment income over the term of the MRB. The accretion of recovery of value is presented as a reduction to current CAD as the original provision for credit loss was an addback for CAD calculation purposes in the period recognized.

Liquidity and Capital Resources

We continually evaluate our potential sources and uses of liquidity, including current and potential future developments related to ~~COVID-19.~~COVID-19 and the general economic environment. The information below is based on the Partnership’s current expectations and projections about future events and financial trends, which could materially differ from actual results.

Our short-term liquidity requirements over the next 12 months will be primarily operational expenses, investment commitments net of leverage secured by the investments, debt service (principal and interest payments) related to our debt financings, the potential exercise of redemption rights by the holders of the Series A Preferred Units, and distribution payments. We expect to meet these liquidity requirements primarily using cash on hand, operating cash flows from our investments and MF Properties, 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 and mortgages ~~payable,~~payable; the potential exercise of redemption rights by the holders of the Series A Preferred ~~Units and~~Units; additional investments in MRBs, GILs, property loans net of leverage secured by the investments; and additional investments in unconsolidated entities. We expect to meet these liquidity requirements primarily through refinancing of maturing debt financings with the same or similar lenders, principal and interest proceeds from investments in MRBs and GILs, and proceeds from asset sales and redemptions. In addition, we will consider the issuance of additional BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests in the Partnership based on needs and opportunities for executing our strategy.

Sources of Liquidity

The Partnership’s principal sources of liquidity consist of:

•

Unrestricted cash on hand;

•

Operating cash flows from investments in MRBs, GILs, property loans and investments in unconsolidated entities;

•

Net operating cash flows from MF Properties;

•

Secured lines of credit;

•

Proceeds from obtaining additional debt;

•

Issuances of BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests; and

•

Proceeds from the sale or redemption of assets.

•

~~Unrestricted cash on hand;~~

•

~~Operating cash flows from investments in MRBs, GILs and investments in unconsolidated entities;~~

•

~~Net operating cash flows from MF Properties;~~

•

~~Secured lines of credit;~~

•

~~Proceeds from our total return swap transactions associated with our Secured Notes;~~

•

~~Proceeds from obtaining additional debt;~~

•

~~Issuances of BUCs, Series A-1 Preferred Units, Series B Preferred Units, or other series of limited partnership interests; and~~

•

~~Proceeds from the sale of assets.~~

Unrestricted Cash on Hand

As of ~~September 30, 2021,~~March 31, 2022, the Partnership had unrestricted cash on hand of approximately ~~$91.5~~$118.3 million. The Partnership is required to keep a minimum of $5.0 million of unrestricted cash on hand under the terms of certain guaranty obligations. There are no other contractual restrictions of the Partnership’s ability to use cash on hand.

Operating Cash Flows from Investments

Cash flows from operations are primarily comprised of regular interest payments received on our MRBs, GILs and property loans that provide consistent cash receipts throughout the year. All MRBs, GILs and ~~GILs~~property loans are current on contractual debt service payments as of ~~September 30, 2021,~~March 31, 2022, except for the Provision Center 2014-1 MRB. Receipts, net of interest expense on related debt financings and ~~line~~lines of credit, ~~balances,~~ are available for our general ~~use by the Partnership. The Partnership~~use. We also ~~receives~~receive distributions from investments in unconsolidated entities if, and when, cash is available for distribution at the unconsolidated entities.

Receipt of cash from our investments in MRBs and investments in unconsolidated entities is dependent upon the generation of net cash flows at multifamily properties that underlie our 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 GILs and certain property loans is dependent on the availability of interest reserves and the funding of certain equity commitments by the owners of the underlying properties.

Net Operating Cash Flows from MF Properties

Cash flows generated by MF Properties, net of operating expenses and mortgage debt service payments, are unrestricted for ~~use by the Partnership.~~our use. The MF 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.

Secured Lines of Credit

~~In June 2021, we executed~~We maintain a ~~new~~ secured line of credit (“General LOC”) with two financial institutions of up to $40.0 ~~million.~~ ~~The proceeds of the secured LOC will be used by the Partnership~~million to purchase additional investments and to meet general working capital and liquidity requirements. The Partnership may borrow, prepay and reborrow amounts at any time through the maturity date, subject to the limitations of a borrowing base. The aggregate available commitment cannot exceed a borrowing base calculation, that is equal to 40% multiplied by the aggregate value of a pool of eligible encumbered assets. Eligible encumbered assets consist of (i) the net book value of the Suites on Paseo MF Property, and (ii) 100% of ~~the Partnership’s~~our equity capital contributions

to ~~equity investments,~~unconsolidated entities, subject to certain restrictions. The General LOC is secured by first priority security interests in the Partnership’s investments in unconsolidated entities, a mortgage and assignment of leases and rents of the Suites on Paseo MF Property, and a security interest in a bank account at BankUnited, N.A., in which the Partnership must maintain a balance of not less than $5.0 million. ~~The Partnership is~~We are subject to various affirmative and negative covenants that, among others, require the Partnership to maintain a minimum liquidity of not less than $5.0 million, maintain a minimum consolidated tangible net worth of $100.0 million, and to notify ~~the Administrative Agent~~BankUnited, N.A. if the Partnership’s consolidated net worth declines by (a) more than 20% from the immediately preceding quarter, or (b) more than 35% from the date at the end of two consecutive calendar quarters ending immediately thereafter. ~~The~~We were ~~Partnership was~~ in compliance with all covenants as of ~~September 30, 2021.~~March 31, 2022. The balance of the General LOC was $6.5 million with the ability to draw an additional $33.5 million as of ~~September 30, 2021.~~March 31, 2022. The General LOC has a maturity date of June 2023, with options to extend for up to two additional years.

~~In August 2021, the Partnership and Bankers Trust Company (“Bankers Trust”) entered into an amended credit agreement for~~We maintain a secured non-operating line of credit (“Acquisition LOC”) with a financial institution with a maximum commitment of $50 million. The Acquisition LOC ~~replaces the Partnership’s previous unsecured non-operating line of credit. The Acquisition LOC~~ ~~may be~~is used to fund purchases of multifamily real estate, 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 and related property loans). Advances on the Acquisition LOC are due on the 270^th day following the advance date but may be extended for up to an additional 270 days by making certain payments. The Acquisition LOC contains a covenant, among others, that the Partnership’s ratio of the lender’s senior debt will not exceed a specified percentage of the market value of the Partnership’s assets, as defined in the Credit Agreement. ~~The~~In April 2022, the Partnership ~~was~~and Bankers Trust Company amended the credit agreement to update certain defined terms effective March 31, 2022. We were in compliance with all covenants as of ~~September 30, 2021.~~March 31, 2022. There was noa $23.7 million outstanding balance on the Acquisition LOC and approximately ~~$50.0~~$26.3 million was available as of ~~September 30, 2021.~~March 31, 2022. The Acquisition LOC has a maturity date of June 2023.

~~Proceeds from our Total Return Swap Transactions~~

We have issued Secured Notes to Mizuho totaling $103.5 million. Concurrent with the issuance of the Secured Notes, we entered into two total return swap transactions with Mizuho to reduce the net interest cost related to the Secured Notes. The combined notional amount of the total return swaps is $103.2 million, which is the same as the outstanding principal balance of the Secured Notes.

The first total return swap has a notional amount of $39.7 million as of September 30, 2021. Our interest rate on the notional amount is equal to 3-month LIBOR plus 3.75%, with an interest rate floor of 4.25%. We are required to maintain cash collateral with Mizuho equal to 35% of the notional amount, which was approximately $14.0 million as of September 30, 2021. The remaining $26.0 million was received as cash proceeds during 2020.

The second total return swap has a notional amount of $63.5 million as of September 30, 2021. The Partnership’s interest rate on the notional amount is equal to 3-month LIBOR plus 0.50%, with an interest rate floor of 1.00%. We are required to maintain cash collateral with Mizuho equal to 100% of the notional amount as of September 30, 2021. Through March 2022, we have the option to reallocate notional amounts from the second total return swap to the first total return swap, in minimum increments of $10.0 million. Upon such a reallocation, cash equal to 35% of the notional amount reallocated will be posted as collateral for the first total return swap and 65% of the notional amount reallocated will be advanced as net proceeds for our general use. As of September 30, 2021, we have the option to reallocate up to $63.5 million of notional amount, which if fully reallocated will generate additional net cash proceeds of approximately $41.3 million for our general use.

Proceeds from Obtaining Additional Debt

We hold certain investments that are not associated with our debt financings, mortgages payable, or secured LOCs. ~~The Partnership~~We may obtain leverage for these investments by posting the investments as security. As of ~~September 30, 2021, the Partnership’s~~March 31, 2022, our primary unleveraged assets were certain MRBs with outstanding principal totaling approximately ~~$19.3~~$26.2 million. Of these MRBs, approximately $10.0 million is principal outstanding on the Provision Center 2014-1 MRB, for which the borrower has declared Chapter 11 bankruptcy, and which could limit our ability to obtain leverage related to this MRB.

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

We may, from time to time, issue additional BUCs in the public market. In December 2019, the Partnership’s Registration Statement on Form S-3 (“Registration Statement”) was declared effective by the SEC under which the Partnership may offer up to $225.0 million of BUCs for sale from time to time. The Registration Statement will expire in December 2022.

In September 2021, we completed an underwritten public offering of 5,462,500 BUCs. The offering resulted in net cash proceeds of approximately $31.2 million for the Partnership, after the payment of underwriting discounts, commissions and offering expenses.

In July 2021, ~~the Partnership~~we entered into a Capital on Demand^TM Sales Agreement to offer and sell, from time to time at market prices on the date of sale, BUCs up to an aggregate offering price of $30 million via an “at the market offering.” As of ~~September 30, 2021, the Partnership has~~March 31, 2022, we have not sold any BUCs under this program. We will continue to assess if and when to issue BUCs under this program going forward.

~~The Partnership is authorized to issue various series~~We have two registration statements on Form S-3 covering the offering of Preferred Units ~~under the Partnership Agreement. In September 2021, our~~ ~~registration statement on Form S-3 for the registered offering and issuance of up to 3,500,000 of Series A-1 Preferred Units was~~that have been declared effective by the SEC. The following table summarizes the Partnership's current Preferred Unit offerings:


Preferred Unit Series	Initial Registration Effectiveness Date	Expiration Date	Unit Offering Price		Distribution Rate	Optional Redemption Date	Units Available to Issue as of March 31, 2022			Units Issued as of March 31, 2022
Series A-1	September 2021	September 2024	$	10.00	3.00%	Sixth anniversary		3,500,000	(1)		-
Series B	September 2021	September 2024		10.00	3.40%	Eighth anniversary		10,000,000	(2)		-
Total								13,500,000			-

(1)

The Partnership is able to issue Series A-1 Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series A-1 Preferred Units, is no less than three times the aggregate book value of all Series A Preferred Units and Series A-1 Preferred Units, inclusive of the amount to be issued. ~~No Series A-1 Preferred Units had been sold as of September 30, 2021.~~

~~In September 2021, our~~

registration statement on Form S-3 for the registered offering and issuance of up to 10,000,000 of a newly-created series of limited partnership interests designated as Series B Preferred Units was declared effective by the SEC. (2)

The Partnership is able to issue Series B Preferred Units so long as the aggregate market capitalization of the BUCs, based on the closing price on the trading day prior to issuance of the Series B Preferred Units, is no less than two times the aggregate book value of all Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units, inclusive of the amount to be issued. ~~No Series B Preferred Units had been sold as of September 30, 2021.~~

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.

Proceeds from the Sale or Redemption of Assets

We may, from time to time, sell or redeem our investments in MRBs, GILs, property loans, investments in unconsolidated entities and MF Properties consistent with our strategic plans. Our MRB portfolio is marked at a significant premium to cost, adjusted for paydowns, primarily due to higher stated interest rates when compared to current market interest rates for similar investments. We may consider selling certain MRBs in exchange for cash at prices that approximate our currently reported fair value. However, we are contractually prevented from selling the MRBs included in our TEBS financings.

Our ability to dispose of investments on favorable terms is dependent upon several factors including, but not limited to, the availability of credit to potential buyers to purchase investments at prices we consider acceptable. In addition, potential adverse changes to general market and economic conditions may negatively impact our ability to sell our investments in the future.

In March ~~2021,~~2022, our investment in Vantage at ~~Germantown~~Murfreesboro was redeemed upon the sale of the underlying property and we received cash of approximately ~~$16.1~~$29.3 million related to the ~~sale.~~sale, inclusive of the return of our initial $12.2 million equity investment.

In ~~May 2021, our investment~~March 2022, the Ohio Properties property loans were repaid in ~~Vantage at Powdersville~~full. We received approximately $2.4 million of principal and approximately $4.3 million of accrued interest upon redemption. The Ohio Properties – Series A MRB was redeemed ~~upon the sale~~in March 2022, though all principal proceeds were applied as a paydown of ~~the underlying property~~our M24 TEBS financing. The Ohio Properties – Series B MRB was redeemed and we received ~~cash~~approximately $3.5 million of principal and approximately ~~$20.1 million related to the sale.~~

~~In August 2021, our investment in Vantage at Bulverde was redeemed~~$29,000 of accrued interest upon ~~the sale of the underlying property and we received cash of approximately $18.9 million related to the sale.~~redemption.

Uses of Liquidity

Our principal uses of liquidity consist of:

•

General and administrative expenses;

•

Investment funding commitments;

•

Debt service on debt financings, Secured Notes, mortgages payable, and secured lines of credit;

•

Distributions paid to holders of Preferred Units and BUCs;

•

Potential redemptions of Series A Preferred Units; and

•

Other contractual obligations.

•

~~General and administrative expenses;~~

•

~~Investment funding commitments;~~

•

~~Debt service on debt financings, Secured Notes, mortgages payable, and secured lines of credit;~~

•

~~Distributions paid to holders of Preferred Units and BUCs;~~

•

~~Potential redemptions of Series A Preferred Units; and~~

•

~~Other contractual obligations.~~

General and Administrative Expenses

We use cash to pay general and administrative expenses of the Partnership’s operations. For additional details, see Item 1A, “Risk Factors” in the Partnership’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and the section captioned “Cash flows from operating activities” in the Partnership’s 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.

Included in general and administrative expenses is operating lease expenses for our MF Properties, of which the most significant is a ground lease associated with The 50/50 MF Property. Such expenses are paid from operating cash flows. The following table summarizes our outstanding contractual lease obligations by year as of March 31, 2022:


Remainder of 2022	$	106,151
2023		143,561
2024		144,706
2025		147,598
2026		150,548
Thereafter		4,219,127
Total	$	4,911,691

Investment Funding Commitments

Our overall strategy is to ~~continue to increase our investment~~invest in quality multifamily properties through either the acquisition of MRBs, GILs, property loans or 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 ~~September 30, 2021:~~March 31, 2022:


							Projected Funding by Year (1)
Property Name	Commitment Date	Maturity Date	Total Initial Commitment		Remaining Commitment as of March 31, 2022		Remainder of 2022		2023		2024		Interest Rate	Related Debt Financing (2)
Mortgage Revenue Bonds
Residency at the Mayer - Series A	October 2021	April 2039		29,500,000		4,500,000		4,500,000		-		-	SOFR + 3.60% (4)	Variable TOB
Meadow Valley	December 2021	December 2029		44,000,000		43,900,000		9,100,000		18,600,000		16,200,000	6.25%	(5)
Subtotal				73,500,000		48,400,000		13,600,000		18,600,000		16,200,000

Taxable Mortgage Revenue Bonds
Ocotillo Springs - Series A-T	July 2020	August 2022 (3)	$	7,000,000	$	3,300,000	$	3,300,000	$	-	$	-	LIBOR + 3.55% (4)	Variable TOB
Residency at the Mayer Series A-T	October 2021	April 2024 (3)		12,500,000		11,500,000		11,500,000		-		-	SOFR + 3.70% (4)	Variable TOB
Subtotal				19,500,000		14,800,000		14,800,000		-		-

Governmental Issuer Loans
Hope on Avalon	January 2021	February 2023 (3)		23,390,000		12,408,800		12,408,800		-		-	SIFMA + 3.75% (4)	Variable TOB
Hope on Broadway	January 2021	February 2023 (3)		12,105,623		3,414,378		3,414,378		-		-	SIFMA + 3.75% (4)	Variable TOB
Osprey Village	July 2021	August 2024 (3)		60,000,000		48,144,643		27,800,654		20,343,989		-	SOFR + 3.07% (4)	Variable TOB
Willow Place Apartments	September 2021	October 2024 (3)		25,000,000		21,028,214		17,988,878		3,039,336		-	SOFR + 3.30% (4)	Variable TOB
Subtotal				120,495,623		84,996,035		61,612,710		23,383,325		-

Taxable Governmental Issuer Loans
Hope on Avalon	January 2021	February 2023 (3)	$	10,573,000	$	9,573,000	$	9,573,000	$	-	$	-	SOFR + 3.55% (4)	Variable TOB
Subtotal				10,573,000		9,573,000		9,573,000		-		-

Property Loans
Scharbauer Flats Apartments	June 2020	January 2023 (3)	$	24,160,000	$	7,637,988	$	7,637,988	$	-	$	-	LIBOR + 2.85%	Variable TOB
Oasis at Twin Lakes	July 2020	August 2023 (3)		27,704,180		4,542,507		4,542,507		-		-	LIBOR + 2.50% (4)	Variable TOB
Centennial Crossings	August 2020	September 2023 (3)		24,250,000		6,815,740		6,815,740		-		-	LIBOR + 2.50% (4)	Variable TOB
Hilltop at Signal Hills	January 2021	August 2023 (3)		21,197,939		10,878,049		10,878,049		-		-	SOFR + 3.07% (4)	Variable TOB
Legacy Commons at Signal Hills	January 2021	February 2024 (3)		32,233,972		15,985,341		15,985,341		-		-	SOFR + 3.07% (4)	Variable TOB
Osprey Village	July 2021	August 2024 (3)		25,500,000		24,500,000		-		24,500,000		-	SOFR + 3.07% (4)	Variable TOB
Willow Place Apartments	September 2021	October 2024 (3)		21,351,328		20,351,328		-		20,351,328		-	SOFR + 3.30% (4)	Variable TOB
Magnolia Crossing (6)	December 2021	December 2022 (3)		14,500,000		847,606		847,606		-		-	SOFR + 6.50% (4)	N/A
Subtotal				190,897,419		91,558,559		46,707,231		44,851,328		-

Equity Investments
Vantage at Hutto	November 2020	N/A	$	11,233,000	$	4,833,670	$	4,833,670	$	-	$	-	N/A	N/A
Vantage at San Marcos (7)	November 2020	N/A		9,914,529		8,943,914		8,943,914		-		-	N/A	N/A
Vantage at Loveland	April 2021	N/A		16,329,000		1,308,260		1,308,260		-		-	N/A	N/A
Vantage at Fair Oaks	June 2021	N/A		11,011,245		634,381		634,381		-		-	N/A	N/A
Vantage at McKinney Falls	December 2021	N/A		11,431,272		3,571,068		3,571,068		-		-	N/A	N/A
Subtotal				59,919,046		19,291,293		19,291,293		-		-

Bond Purchase Commitments
CCBA Senior Garden Apartments	July 2020	Q3 2022 (8)	$	3,807,000	$	3,807,000	$	3,807,000	$	-	$	-	4.50%	N/A
Anaheim & Walnut	September 2021	Q3 2024 (8)		3,900,000		3,900,000		-		-		3,900,000	4.85%	N/A
Subtotal				7,707,000		7,707,000		3,807,000		-		3,900,000

Total Commitments			$	482,592,088	$	276,325,887	$	169,391,234	$	86,834,653	$	20,100,000

(1)

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

(2)

The Partnership has securitized the indicated assets in TOB trust financing facilities that allow for additional principal proceeds as the remaining investment commitments are funded by the Partnership. See Note 15 for further details on debt financing.

(3)

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

(4)

The variable index interest rate component is subject to a floor.

(5)

The initial $100,000 draw on this MRB was funded with available cash. We expect to fund portions of future draws with proceeds from a variable TOB trust financing facility.

(6)

The remaining loan commitment will be used to cover debt service over the twelve-month term of the property loan.

(7)

(8)

This is the estimated closing date of the associated bond purchase commitment.

Investment

Remaining Funding Commitments

Mortgage revenue bonds⁽¹⁾

$
6,930,000

Taxable mortgage revenue bond ⁽¹⁾

6,000,000

Governmental issuer loans⁽¹⁾

120,659,185

Taxable governmental issuer loan⁽¹⁾

9,573,000

Investments in unconsolidated entities

37,427,822

Property loans⁽¹⁾

152,121,106

Bond purchase commitments ⁽²⁾

7,707,000

Total

$
340,418,113

⁽¹⁾	The assets associated with these commitments are securitized in TOB financing facilities with Mizuho that allow for additional principal proceeds as the remaining investment commitments are funded by the Partnership.

⁽²⁾	~~These investment commitments are contingent upon the completion and stabilization of the underlying properties.~~

Debt Service on Debt Financings, Secured Notes, Mortgages Payable, and Secured Lines of Credit

Our debt financing arrangements consist of various secured financing transactions to leverage our portfolio of MRBs, a taxable ~~MRB,~~MRBs, GILs, a taxable GIL and certain property loans. 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 beneficial interests are sold to unaffiliated parties in exchange for debt proceeds. The senior beneficial interests require periodic interest payments that may be fixed or variable, depending on the terms of the arrangement, and scheduled principal payments. The Partnership is required to fund any shortfall in principal and interest payable to the senior beneficial interests of the TEBS financings in the case of non-payment, forbearance or default of the borrowers’ contractual debt service payments of the related ~~MRBs.~~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 beneficial interests, repurchase a portion of the outstanding senior beneficial interests, 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 beneficial interests and all trust-related fees.

Our debt financing arrangements include various fixed and variable debt arrangements. Increases in short-term interest rates will generally result in similar increases in the interest cost associated with our variable debt financing arrangements. We actively manage our mix of fixed and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed and variable rate debt financings as of March 31, 2022 and December 31, 2021:


		March 31, 2022					December 31, 2021
Securitized Assets - Fixed or Variable Interest Rates	Related Debt Financing - Fixed or Variable Interest Rates	Outstanding Principal		% of Total Debt Financing			Outstanding Principal		% of Total Debt Financing
Fixed	Fixed	$	279,611,397		31.6	%	$	293,999,683		35.8	%
Fixed (1)	Variable (1)		312,113,516		35.2	%		286,567,660		34.8	%
Variable (2)	Variable (2)		293,849,000		33.2	%		242,204,000		29.4	%
Total		$	885,573,913				$	822,771,343

(1)

As of March 31, 2022, we have two interest rate swaps indexed to SOFR with notional amounts totaling $103.8 million with terms through 2024 and 2027. These interest rate swaps essentially fix the interest rate on $103.8 million of debt financing principal.

(2)

The securitized assets and related debt financings each have variable interest rates, though the variable rate indices may differ. As such, the Partnership is at least partially hedged against rising interest rates.

We may be required to post collateral if the value of investment assets securitized in TOB trust financings drop below a threshold in the aggregate. We ~~have~~defensively posted additional collateral totaling $2.1 million during the three months ended March 31, 2022 due to volatility in asset pricing. We were not ~~been~~ required to post collateral due to declines in the value of the securitized assets during the ~~nine~~three months ended ~~September 30,~~March 31, 2021.

Our Secured Notes are secured by the ~~Partnership’s~~ cash flows from the residual certificates ~~associated with~~of our TEBS financings. Interest due on the Secured Notes, net of amounts due to the Partnership on the related total return swap transactions, 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 Secured Notes. The Partnership has guaranteed the payment and performance of the responsibilities under the Secured Notes and related documents.

We actively manage both our fixed and variable rate debt financings and our exposure to changes in market interest rates. The following table summarizes our fixed and variable rate debt financings as of September 30, 2021 and December 31, 2020:

September 30, 2021

December 31, 2020

Securitized Assets -
Fixed or Variable Interest Rates

Related Debt Financing - Fixed or Variable Interest Rates

Outstanding
Principal

% of Total
Debt
Financing

Outstanding
Principal

% of Total
Debt

Fixed

Fixed

$
298,598,566

39.1
%

$
301,073,976

44.5
%
Fixed

Variable

287,174,909

37.6
%

310,286,167

45.9
%
Variable ⁽¹⁾

Variable ⁽¹⁾

177,610,000

23.3
%

64,972,998

9.6
%
Total

$
763,383,475

$
676,333,141

~~(1)~~

In October 2021, we executed our first TOB financing with Barclays Bank PLC (“Barclays”) as the lender. The addition of Barclays provides an alternative financing source and diversification of our lender relationships.

Our mortgages payable financing arrangements are used to leverage The 50/50 MF Property. The mortgages are entered into with financial institutions and are secured by the MF Property. The mortgages bear interest at fixed rates and include scheduled principal payments. The mortgages mature in March 2025 and April 2027. We anticipate that cash flows from The 50/50 MF Property will be sufficient to pay all normal, recurring principal and interest payments.

Our General LOC and Acquisition LOC require monthly interest payments on outstanding balances monthly and certain quarterly commitment fees. Such obligations are paid primarily from operating cash flows. The Acquisition LOC requires principal payments as previously described in this Item 2. The General LOC does not require principal payments until maturity in June 2023 as long as the outstanding principal is less than or equal to the borrowing base calculation.

Distributions Paid to Holders of Preferred Units and BUCs

Distributions to the holders of Series A Preferred Units, if declared by the General Partner, are paid quarterly at an annual fixed rate of 3.0%. If the Partnership were to issue Series A-1 Preferred Units or Series B Preferred Units, holders of such units will be paid quarterly distributions, if declared by the General Partner, at annual fixed rates of 3.0% and 3.4%, respectively. The Series A Preferred Units, Series A-1 Preferred Units and Series B Preferred Units are non-cumulative, non-voting and non-convertible.

On ~~September 9, 2021,~~March 15, 2022, we announced that the Board of Managers of Greystone Manager, which is the general partner of the General Partner, declared a quarterly distribution of $0.11 per BUC (or $0.33 per BUC after giving effect to the Reverse Unit Split) to unitholders of record on ~~September 30, 2021~~March 31, 2022 and payable on ~~October~~April 29, ~~2021.~~2022.

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, including the effects of COVID-19.~~relevant.

Potential Redemptions of Series A Preferred Units

Upon the sixth anniversary of the closing of the sale of Series A Preferred Units to a subscriber, and upon each anniversary thereafter, each holder of Series A Preferred Units has the right to redeem, in whole or in part, the Series A Preferred Units held by such holder at a per unit redemption price equal to $10.00 per unit plus an amount equal to all declared and unpaid distributions through the date of the redemption. The ~~first~~next optional redemption dates for the currently outstanding Series A Preferred Units range from ~~March~~September 2022 through October 2023 and the holders must provide notice of the election to redeem no less than 180 days prior to such redemption dates. No Unitholders have given notice of their election to redeem Series A Preferred Units as of ~~September 30, 2021.~~March 31, 2022. If the holders of the Series A Preferred Units elect to redeem, we will be required, subject to certain restrictions, to secure funds to redeem from unrestricted cash on hand, proceeds from our General LOC, additional borrowings or through additional capital raising options.

In July 2021, our registration statement on Form S-4 to register the offering and issuance of up to 9,450,000 of Series A-1 Preferred Units under a shelf registration process was declared effective by the SEC. Under this offering, the Partnership may issue up to 9,450,000 Series A-1 Preferred Units in exchange for the Partnership’s outstanding Series A Preferred Units. If unitholders elect to exchange Series A Preferred Units for Series A-1 Preferred Units, the new Series A-1 Preferred Units will not be eligible for redemption until the sixth anniversary of the date of the exchange, except in certain limited circumstances.

In April 2022, we issued 2,000,000 of Series A-1 Preferred Units in exchange for 2,000,000 outstanding Series A Preferred Units held by a financial institution. The remaining 7,450,000 of outstanding Series A Preferred Units are eligible for exchange under the existing registration on Form S-4.

Other Contractual Obligations

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

Cash Flows

For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we generated cash of ~~$51.8~~$10.5 million, which was the net result of ~~$23.3~~$9.3 million provided by operating activities, ~~$64.6~~$31.6 million used in investing activities, and ~~$93.1~~$32.9 million provided by financing activities.

Cash provided by operating activities totaled ~~$23.3~~$9.3 million for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to ~~$12.6~~$7.5 million generated for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The change between periods was primarily due to the following factors:

•

An increase of $19.3 million in net income, offset by the $13.6 million related to the gain on sale of unconsolidated entities that is cash from investing activities;

•

An increase of $1.7 million of cash related to changes in the Partnership's working capital;

•

A decrease of $2.4 million related to the unrealized gain on interest rate derivatives; and

•

A decrease of $3.4 million related to changes in the preferred return receivable from unconsolidated entities.

•

An increase of $23.8 million in net income, offset by the $15.2 million related to the gain on sale of unconsolidated entities that is cash from investing activities and $4.4 million decrease in the provision for credit loss; and

•

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

Cash used in investing activities totaled ~~$64.6~~$31.6 million for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to cash used of ~~$30.2~~$24.6 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The change between periods was primarily due to the following factors:

•

A decrease of $67.3 million of cash due to MRB acquisitions and draw-down funding, offset by an increase of $70.9 million of cash due to MRB paydowns and redemptions;

•

A decrease of $35.6 million of cash due to continued advances on property loans, offset by an increase of $22.2 million of cash due to less advances on GILs;

•

A decrease of $11.4 million of cash due to continued contributions to unconsolidated entities; and

•

An increase of $15.4 million of cash due to proceeds from the sale of investments in unconsolidated entities.

•

~~A decrease of $43.3 million due to proceeds from the sale of the PHC Certificates;~~

•

~~A decrease of $39.0 million due to continued advances on GILs and $13.5 million due to continued advances on property loans;~~

•

~~A decrease of $4.4 million in MRBs acquisitions and draw-down funding;~~

•

~~An increase of $37.2 million of proceeds from the sale of investments in unconsolidated entities; and~~

•

~~An increase of $32.1 million in principal payments on MRBs, primarily due to MRB redemptions.~~

Cash provided by financing activities totaled ~~$93.1~~$32.9 million for the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, as compared to cash provided of ~~$104.9~~$25.7 million for the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. The change between periods was primarily due to the following factors:

•

A net increase of $24.5 million of cash due to proceeds from debt financing;

•

An net increase of $7.5 million of cash due to a decrease in payments on the terminated unsecured line of credit;

•

A net decrease of $15.5 million of cash due to payments on the unsecured lines of credit; and

•

A decrease of $9.1 million of cash due to distributions paid.

•

~~A net decrease of $44.1 million in proceeds from debt financing;~~

•

~~A net decrease of $6.1 million due to payments on the unsecured lines of credit;~~

•

~~An increase of $31.2 million net proceeds from the sale of BUCs;~~

•

~~An increase of approximately $915,000 from a reduction in distributions paid; and~~

•

~~An increase of $6.5 million from borrowing on the secured line of credit.~~

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 ~~utilize leverage to enhance rates~~set target constraints for each type of ~~return to our Unitholders.~~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 ~~market~~margin collateral calls, and the liquidity and marketability of the ~~financing~~financed collateral. We use target constraints for each type of financing ~~utilized by us~~ to manage to an overall maximum 75% leverage ~~constraint,~~level (the “Leverage Ratio”), as established by the Board of Managers of Greystone ~~Manager, which is the general partner of the Partnership’s General Partner.~~Manager. The Board of Managers of Greystone Manager retains the right to change the ~~leverage constraint~~maximum Leverage Ratio in the future based on the consideration of factors the Board of Managers considers relevant. We ~~define~~calculate our ~~leverage ratio~~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 ~~MF Properties.~~real estate assets. As of ~~September 30, 2021,~~March 31, 2022, our overall ~~leverage ratio~~Leverage Ratio was approximately ~~66%~~69%.

~~Cash Available for Distribution~~

The Partnership believes that Cash Available for Distribution (“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 consisting of depreciation expense, amortization expense related to deferred financing costs, amortization of premiums and discounts, non-cash interest rate derivative expense or income, provisions for credit and loan losses, impairments on MRBs, GILs, PHC Certificates, real estate assets and property loans, deferred income tax expense (benefit) and restricted unit compensation expense. The Partnership also deducts Tier 2 income (Note 3 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 nine months ended September 30, 2021 and 2020:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2021

2020

2021

2020

Net income (loss)

$
12,988,384

$
(1,160,017
)

$
30,245,918

$
6,410,088

Change in fair value of derivatives and interest rate derivative
   amortization

9,261

14,569

11,304

(104,279
)
Depreciation and amortization expense

680,925

719,783

2,049,269

2,141,302

Provision for credit loss ⁽¹⁾

-

3,463,253

900,080

5,285,609

Provision for loan loss ⁽²⁾

-

811,706

330,116

811,706

Reversal of impairment on securities ⁽³⁾

-

-

-

(1,902,979
)
Impairment charge on real estate assets

-

-

-

25,200

Amortization of deferred financing costs

368,829

497,018

823,212

1,288,044

Restricted unit compensation expense

570,467

299,524

839,551

634,860

Deferred income taxes

(42,011
)

(34,601
)

(77,681
)

(66,482
)
Redeemable Preferred Unit distributions and accretion

(717,762
)

(717,763
)

(2,153,288
)

(2,153,288
)
Tier 2 (Income distributable) Loss allocable to the
   General Partner ⁽⁴⁾

(534,873
)

-

(2,603,020
)

80,501

Bond purchase premium (discount) amortization (accretion), net
   of cash received

(17,846
)

(20,389
)

(54,552
)

(39,956
)
Total CAD

$
13,305,374

$
3,873,083

$
30,310,909

$
12,410,326

Weighted average number of BUCs outstanding, basic

60,646,528

60,545,204

60,637,976

60,614,862

Net income per BUC, basic

$
0.19

$
(0.03
)

$
0.42

$
0.07

Total CAD per BUC, basic

$
0.22

$
0.06

$
0.50

$
0.20

Distributions declared, per BUC

$
0.11

$
0.06

$
0.31

$
0.245

~~(1)~~

~~The provision for credit loss for the nine months ended September 30, 2021 relates to the impairment of the Provision Center 2014-1 MRB.~~ The provision for credit loss for the three months ended September 30, 2020 relates to impairment of the Live 929 Apartments MRB. The provision for credit loss for the nine months ended September 30, 2020 consists of impairments of approximately $3.5 million for the Live 929 Apartments MRB and approximately $1.8 million for the Pro Nova 2014-1 MRB

~~(2)~~

~~The provision for loan loss for the nine months ended September 30, 2021 and for the three and nine months ended September 30, 2020 relates to impairment of the Live 929 Apartments property loan.~~

~~(3)~~

This amount represents previous impairments recognized as adjustments to CAD in prior periods related to the PHC Certificates. Such adjustments were reversed in the first quarter of 2020 upon the sale of the PHC Certificates in January 2020.

~~(4)~~

For the nine months ended September 30, 2021, Tier 2 income allocable to the general partner consisted of approximately $702,000 related to the gain on sale of Vantage at Germantown in March 2021, approximately $1.4 million related to the gain on sale of Vantage at Powdersville in May 2021, approximately $462,000 related to the redemption of Rosewood Townhomes – Series A and South Pointe Apartments – Series A MRBs in July 2021, and approximately $73,000 related to the gain on sale of Vantage at Bulverde in August 2021.~~For the nine months ended September 30, 2020, Tier 2 income was due to the gain on sale of the PHC Certificates, net of prior impairments recorded.~~

Off Balance Sheet Arrangements

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we held MRBs, GILs, taxable MRBs, a taxable GIL and certain property loans that are ~~collateralized~~secured by ~~Residential Properties~~affordable multifamily and seniors housing properties and one commercial ~~property. The affordable multifamily properties and commercial~~ property, 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.

The Partnership has entered into various commitments and guarantees. For additional discussions related to commitments and guarantees, see Note 1918 to the Partnership’s condensed consolidated financial statements.

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

We do not have any relationships or transactions with persons or entities that derive benefits from their non-independent relationships with us or our related parties, other than those disclosed in Note 2221 to the Partnership’s condensed consolidated financial statements.

~~Contractual Obligations~~

As discussed herein and in our Annual Report on Form 10-K for the year ended December 31, 2020, we have various debt service obligations related to our debt financings, mortgages payable and lines of credit arrangements. Our strategic objective is to leverage our new MRB, GIL and property loan investments utilizing long-term securitization financings either with Freddie Mac through its TEBS program or with other lenders with trust securitizations similar to the TOB financing program with Mizuho and the Term TOB financing program with Morgan Stanley. This strategy allows us to better match the duration of our assets and liabilities and to better manage the spread between our assets and liabilities.

The Partnership’s contractual obligations presented in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference herein, have only changed pursuant to the executed contracts during the nine months ended September 30, 2021 as disclosed herein.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements that will be adopted in future periods, 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 Community Reinvestment Act of 1977 ("CRA") and available for allocation to holders of our Preferred Units (see Note 19 to Partnership's condensed consolidated financial statements).

The following table sets forth the assets of the Partnership the General Partner believes are eligible for regulatory credit under the CRA and are available for allocation to Preferred Unit investors as of March 31, 2022:

Property Name

Investment
Available for
Allocation

Senior Bond
Maturity Date (1)

Street

City

County

State

Zip

Glenview Apartments

670,000

12/1/2031

2361 Bass Lake Rd

Cameron Park

El Dorado

95682

Harden Ranch Apartments

460,000

3/1/2030

1907 Dartmouth Way

Salinas

Monterey

93906

Harmony Court Apartments

3,730,000

12/1/2033

5948 Victor Street

Bakersfield

Kern

93308

Harmony Terrace Apartments

3,400,000

1/1/2034

941 Sunset Garden Lane

Simi Valley

Ventura

93065

Hope on Avalon

11,981,200

2/1/2023

12225-12227 South Avalon Blvd

Los Angeles

90061

Hope on Broadway

8,691,245

2/1/2023

5138 South Broadway

Los Angeles

90037

Lutheran Gardens Apartments

10,352,000

2/1/2025

2347 E. El Segundo Boulevard

Compton

Los Angeles

90222

Montclair Apartments

1,630,000

12/1/2031

150 S 19th Ave

Lemoore

Kings

93245

Montecito at Williams Ranch

7,690,000

10/1/2034

1598 Mesquite Dr

Salinas

Monterey

93905

Montevista

6,720,000

7/1/2036

13728 San Pablo Avenue

San Pablo

Contra Costa

94806

Ocotillo Springs (2)

18,700,000

8/1/2037

1615 I St

Brawley

Imperial

92227

Residency at the Mayer (3)

26,000,000

4/1/2039

5500 Hollywood Boulevard

Hollywood

Los Angeles

90028

San Vicente Townhomes

495,000

11/1/2033

250 San Vicente Road

Soledad

Monterey

93960

Santa Fe Apartments

265,000

12/1/2031

16576 Sultana St

Hesperia

San Bernardino

92345

Seasons At Simi Valley

4,376,000

9/1/2032

1606 Rory Ln

Simi Valley

Ventura

93063

Solano Vista Apartments

2,655,000

1/1/2036

40 Valle Vista Avenue

Vallejo

Solano

94590

Summerhill Family Apartments

3,623,000

12/1/2033

6200 Victor Street

Bakersfield

Kern

93308

Sycamore Walk

632,000

1/1/2033

380 Pacheco Road

Bakersfield

Kern

93307

Tyler Park Townhomes

75,000

1/1/2030

1120 Heidi Drive

Greenfield

Monterey

93927

Village at Madera Apartments

85,000

12/1/2033

501 Monterey St

Madera

93637

Vineyard Gardens

3,995,000

1/1/2035

2800 E Vineyard Ave

Oxnard

Ventura

93036

Westside Village Apartments

1,970,000

1/1/2030

595 Vera Cruz Way

Shafter

Kern

93263

Centennial Crossings Senior Apartments

50,514,260

9/1/2023

15475 East Fair Place

Centennial

Arapahoe

80016

Osprey Village

12,855,357

8/1/2024

151 N. Osprey Village Road

Kissimmee

Osceola

34758

Willow Place Apartments

4,971,786

10/1/2024

150 South Zack Hinton Parkway

McDonough

Henry

30253

Brookstone Apartments

7,351,468

5/1/2040

4200 Hickory Hills Drive

Waukegan

Lake

60087

Copper Gate Apartments

5,220,000

12/1/2029

3140 Copper Gate Circle

Lafayette

Tippecanoe

47909

Renaissance Gateway Apartments

11,500,000

6/1/2050

650 N. Ardenwood Drive

Baton Rouge

East Baton Rouge Parish

70806

Hilltop at Signal Hills

34,769,890

8/1/2023

50 Signal Hills Center

West Saint Paul

Dakota

55118

Legacy Commons at Signal Hills

50,868,631

2/1/2024

50 Signal Hills Center

West Saint Paul

Dakota

55118

Oasis at Twin Lakes

57,161,673

8/1/2023

2705,2725, & 2745 Herschel St. N

Roseville

Ramsey

55113

Jackson Manor Apartments (4)

6,900,000

5/1/2038

332 Josanna Street

Jackson

Hinds

39202

Gateway Village Apartments

2,600,000

4/1/2032

400 Lakeside Drive

Hillsborough

Orange

27278

Greens of Pine Glen

10,315,000

10/1/2047

6201 Pine Glen Trail

Durham

27713

Lynnhaven Apartments

3,450,000

4/1/2032

719 Wadesboro Street

Durham

27703

Silver Moon Apartments

8,500,000

8/1/2055

901 Park Avenue SW

Albuquerque

Bernalillo

87102

Village at Avalon

16,400,000

1/1/2059

915 Park SW

Albuquerque

Bernalillo

87102

Bridle Ridge Apartments

7,885,000

1/1/2043

310 Chandler Road

Greer

Greenville

29651

Columbia Gardens Apartments

15,000,000

12/1/2050

4000 Plowden Road

Columbia

Richland

29205

Companion at Thornhill Apartments

11,500,000

1/1/2052

930 East Main Street

Lexington

29072

Cross Creek Apartment Homes

5,871,004

3/1/2049

325 Ambrose Run

Beaufort

29906

The Palms at Premier Park

20,152,000

1/1/2050

1155 Clemson Frontage Road

Columbia

Richland

29229

Village at River's Edge

10,000,000

6/1/2033

Gibson & Macrae Streets

Columbia

Richland

29203

Willow Run

15,000,000

12/18/2050

511 Alcott Drive

Columbia

Richland

29203

Arbors of Hickory Ridge Apartments

11,581,925

1/1/2049

6296 Lake View Trail

Memphis

Shelby

38115

Angle Apartments

23,000,000

1/1/2054

4250 Old Decatur Rd

Fort Worth

Tarrant

76106

Avistar at Copperfield (Meadow Creek)

14,000,000

5/1/2054

6416 York Meadow Drive

Houston

Harris

77084

Avistar at the Crest Apartments

11,211,961

3/1/2050

12660 Uhr Lane

San Antonio

Bexar

78217

Avistar at the Oaks

8,985,774

8/1/2050

3935 Thousand Oaks Drive

San Antonio

Bexar

78217

Avistar at Wilcrest (Briar Creek)

5,325,000

5/1/2054

1300 South Wilcrest Drive

Houston

Harris

77042

Avistar at Wood Hollow (Oak Hollow)

40,260,000

5/1/2054

7201 Wood Hollow Circle

Austin

Travis

78731

Avistar in 09 Apartments

7,808,622

8/1/2050

6700 North Vandiver Road

San Antonio

Bexar

78209

Avistar on Parkway

13,425,000

5/1/2052

9511 Perrin Beitel Rd

San Antonio

Bexar

78217

Avistar on the Blvd

17,559,976

3/1/2050

5100 USAA Boulevard

San Antonio

Bexar

78240

Avistar on the Hills

5,769,327

8/1/2050

4411 Callaghan Road

San Antonio

Bexar

78228

Berrendo Square

6,435,000

12/1/2052

515 Exeter Road

San Antonio

Bexar

78209

Bruton Apartments

18,145,000

8/1/2054

9415 Bruton Rd

Dallas

75217

Concord at Gulf Gate Apartments

19,185,000

2/1/2032

7120 Village Way

Houston

Harris

77087

Concord at Little York Apartments

13,440,000

2/1/2032

301 W Little York Rd

Houston

Harris

77076

Concord at Williamcrest Apartments

20,820,000

2/1/2032

10965 S Gessner Rd

Houston

Harris

77071

Esperanza at Palo Alto Apartments

19,540,000

7/1/2058

SWC of Loop 410 and Highway 16 South

San Antonio

Bexar

78224

Heritage Square Apartments

11,185,000

9/1/2051

515 S. Sugar Rd

Edinburg

Hidalgo

78539

Laurel Crossing

7,590,000

12/1/2052

1415 Babcock Road

San Antonio

Bexar

78201

Oaks at Georgetown Apartments

12,330,000

1/1/2034

550 W 22nd St

Georgetown

Williamson

78626

Runnymede Apartments

10,825,000

10/1/2042

1101 Rutland Drive

Austin

Travis

78758

Scharbauer Flats Apartments

56,522,012

1/1/2023

2300 N. Fairgrounds Road

Midland

79705

South Park Ranch Apartment Homes

11,919,860

12/1/2049

9401 S 1st Street

Austin

Travis

78748

15 West Apartments

9,850,000

7/1/2054

401 15th Street

Vancouver

Clark

98660

863,695,971

(1)

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

(2)

The Partnership has committed to provide funding of an MRB up to $15.0 million and of a taxable MRB up to $7.0 million during construction and lease-up of the property on a drawdown basis. The taxable MRB has a maturity date of 8/1/2022 with an option to extend the maturity up to one year. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization is approximately $3.5 million and will have a maturity date of 8/1/2037.

(3)

The Partnership committed to provide total funding of an MRB up to $29.5 million and a taxable MRB up to $12.5 million during the acquisition and rehabilitation phase of the property on a draw-down basis. The taxable MRB has a maturity date of 4/1/2024 with an option to extend the maturity six months if stabilization has not occurred. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $18.1 million and will have a maturity date of 4/1/2039.

(4)

The Partnership committed to provide total funding of the MRB up to $6.9 million during the acquisition and rehabilitation phase of the property on a draw-down basis. Upon stabilization of the property, the MRB will be partially repaid and the maximum balance of the MRB after stabilization will not exceed $4.8 million and will have a maturity date of 5/1/2038.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~COVID-19 continued~~The primary components of our market risk as of March 31, 2022 are related to ~~impact the general economy during the nine months ended September 30, 2021, though there are indications~~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 mortgages payable. We seek to actively manage these and other risks and to acquire and hold assets that ~~the economy is recovering. The information below is based on the Partnership’s current expectations~~we believe justify bearing those risks, and ~~projections about future events and financial trends, which could materially differ from actual results.~~ to maintain capital levels consistent with those risks.

With the exception of on-going interest rate developments, ~~related to COVID-19,~~ there have been no material changes in market risk, except as discussed below, from the information provided 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, ~~2020.~~2021.

Interest Rate Risk

The first quarter of 2022 was a volatile period for the fixed income markets as the Federal Reserve has signaled a series of future short term interest rate increases to combat inflation in the broader economy and has also stated its intention to reduce its balance sheet of US treasury bonds and mortgage-backed securities. Increases in short-term interest rates will generally result in similar increases in the interest cost associated with our variable debt financing arrangements.

Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. The nature of our MRBs, GILs, property loans and the debt financing used to finance these investments, exposes us to financial risk due to fluctuations in market interest rates. The majority of our MRBs bear interest at fixed rates. The GILs and property loans predominantly bear interest at variable rates, noting all are subject to interest rate floors with the exception of Scharbauer Flats Apartments GIL (Note 7).

The following table sets forth information regarding the impact on the Partnership’s net interest income assuming various changes in short-term interest rates as of March 31, 2022:


Description	- 25 basis points			+ 50 basis points			+ 100 basis points			+ 150 basis points			+ 200 basis points
TOB Debt Financings	$	1,131,993		$	(2,263,986	)	$	(4,527,972	)	$	(6,791,959	)	$	(9,055,945	)
TEBS Debt Financings		127,391			(254,781	)		(509,562	)		(764,343	)		(1,019,124	)
Other Investment Financings		(17,763	)		34,578			69,157			103,735			138,314
Variable Rate Investments		(892,975	)		1,892,160			3,827,651			5,774,873			7,722,104
Total	$	348,646		$	(592,029	)	$	(1,140,726	)	$	(1,677,694	)	$	(2,214,651	)

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 LIBOR yield curve and the resulting implied forward rates are realized as a component of this shift in the curve. Assumptions include anticipated interest rates, relationships between interest rate indices and outstanding investments, liabilities and interest rate derivative positions. No assurance can be made that the assumptions included in the Table presented herein will occur or that other events will not occur that will affect the outcomes of the analysis. Furthermore, the results included in the Table assume the Partnership does not act to change its sensitivity to the movement in interest rates. As the above information incorporates only those material positions or exposures that existed as of March 31, 2022, it does not consider those exposures or positions that 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 fund the acquisition of many of our fixed income assets. Approximately 68% of that leverage bears interest at short term floating interest rates. The other 32% of leverage has fixed interest rates. Of those assets funded with short term floating rate debt facilities, approximately half bear interest rate at a floating rate as well. While there is some basis risk between the interest cost associated our debt facilities 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 funding, hedging instruments such as interest rate caps and interest rate swaps have been utilized to help offset the potential increase in our funding cost that would result from higher short term interest rates. In some cases, these positions have been hedged to their expected maturity date. In others, a shorter-term hedge has been executed due to uncertainty regarding the time period over which the individual fixed rate asset might be outstanding.

As of March 31, 2022, our stated costs of borrowing by type of facility were as follows:

•

The M31 TEBS financing has a variable interest rate of 1.8%;

•

The M24 and M33 TEBS financings have fixed interest rates that range between 3.1% and 3.2%;

•

The M45 TEBS financing has a fixed interest rate of 3.8% through July 31, 2023 and 4.4% thereafter;

•

The Term TOB trust securitized by an MRB has a fixed interest rate of 2.0%;

•

The TOB trust financings securitized by MRBs, GILs and property loans have variable interest rates that range between 1.5% and 2.4%;

•

The Secured Notes have a variable interest rate of 9.8%; and

•

The mortgages payable have interest rates that range between 4.3% and 4.4%.

We have entered into a total return swap agreement to lower the net interest cost of our Secured Notes. The following table sets forth certain information regarding the Partnership’s total return swap agreement as of March 31, 2022:

Trade Date

Notional
Amount

Effective
Date

Termination Date

Period End
Variable
Rate
Paid

Period End
Variable
Rate
Received

Variable Rate
Index

Counterparty

Fair Value as of
March 31, 2022

September 2020

102,982,129

September 2020

Sept 2025

4.58% (1)

9.83% (2)

3-month LIBOR

Mizuho Capital Markets

212,183

(1)

Variable rate equal to 3-month LIBOR + 3.75%, subject to a floor of 4.25%.

(2)

Variable rate equal to 3-month LIBOR + 9.00%.

We have entered into two interest rate swap agreements to mitigate interest risk associated with the variable rate TOB trust financings (Note 15). The following table summarizes our interest rate swap agreements as of March 31, 2022:


Trade Date	Notional Amount		Effective Date	Termination Date	Fixed Rate Paid			Period End Variable Rate Received			Variable Rate Index	Variable Debt Financing Hedged (1)	Counterparty	Fair Value of Asset as of March 31, 2022
February 2022		55,990,000	2/9/2022	2/1/2024		1.40	%		0.16	%	SOFR	TOB Trusts	Mizuho Capital Markets	$	911,775
March 2022		47,850,000	3/3/2022	3/1/2027		1.65	%		0.17	%	SOFR	TOB Trusts	Mizuho Capital Markets		1,428,971
														$	2,340,746

We have entered into interest rate cap agreements to mitigate our exposure to interest rate fluctuations on variable-rate debt financing facilities. The following table sets forth certain information regarding the Partnership’s interest rate cap agreements as of March 31, 2022:

Purchase Date

Notional Amount

Maturity
Date

Effective
Capped
Rate (1)

Index

Variable Debt
Financing
Hedged (1)

Counterparty

Fair Value as of
March 31, 2022

August 2019

76,184,554

Aug 2024

4.5

SIFMA

M31 TEBS

Barclays Bank PLC

185,475

(1)

For additional details, see Notes 15, 17 and 22 to the Partnership's condensed consolidated financial statements.

Credit Risk

Our primary credit risk is the risk of default on our investment in MRBs, GILs and property loans collateralized by the multifamily residential, seniors housing and skilled nursing properties. The MRBs and GILs are not direct obligations of the governmental authorities that issue the MRB or GIL and are not guaranteed by such authorities or any insurer. In addition, the MRBs, GILs and the associated property loans are non-recourse obligations of the property owner. As a result, the primary source of principal and interest payments on the MRBs, GILs and the property loans is 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 GILs and certain property loans have guaranteed payment of principal and accrued interest on the GILs and property loans of 100% at origination, decreasing to 50% upon receipt of the certificate of occupancy, and decreasing to 25% upon achievement of 90% occupancy for 30 consecutive days, so the Partnership may have additional recourse options for these investments.

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 loans, 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, real estate and other taxes, labor problems, and natural disasters can affect the economic operations of a multifamily residential property.

Defaults on the MRBs, GILs or property loans may reduce the amount of future cash available for distribution to Unitholders. In addition, if a property’s net operating cash flows decline, it may affect the market value of the property. If the market value of a property deteriorates, the amount of net proceeds from the ultimate sale or refinancing of the property may be insufficient to repay the entire principal balance of the MRB, GIL or property loan. In the event of a default on an MRB, GIL or property loan, we will have the right to foreclose on the mortgage or deed of trust securing the property. If we take ownership of the property securing a defaulted MRB or GIL we will be entitled to all net operating cash flows generated by the property. If such an event occurs, these amounts will not provide tax-exempt income.

We actively manage the credit risks associated with our MRBs, GILs and property loans by performing a complete due diligence and underwriting process of the 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.

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


	March 31, 2022			December 31, 2021
Texas		42	%		41	%
California		23	%		23	%
South Carolina		12	%		11	%

Mortgage Revenue Bonds Sensitivity Analysis

A third-party pricing service is used to value our MRBs. 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 MRBs. 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.

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 the investments in the MRBs as of ~~September 30, 2021:~~March 31, 2022:

Description

Estimated Fair

Value (in 000's)

Range of Effective

Yields used

in Valuation

Range of Effective

Yields if 10%

Adverse Applied

Additional

Unrealized Losses

with 10% Adverse

Change (in 000's)

Estimated Fair
Value (in 000's)

Range of Effective
Yields used
in Valuation

Range of Effective
Yields if 10%
Adverse Applied

Additional
Unrealized Losses
with 10% Adverse
Change (in 000's)

Mortgage Revenue Bonds

743,638

0.9%

-16.6%

1.0

-18.3%

14,347

734,956

1.6%

-20.2%

1.8

-22.2%

17,995

~~Geographic~~

Reinvestment Risk

~~The properties securing~~MRBs may have optional call dates that may be exercised by either the borrower or the Partnership that are earlier than the contractual maturity at either par or premiums to par. In addition, our ~~MRBs~~GILs and most property loans are ~~geographically dispersed throughout~~prepayable at any time without penalty. Borrowers may choose to redeem our investments if prevailing market interest rates are lower than the ~~United States, with significant concentrations (geographic risk)~~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 ~~Texas, California,~~new assets. New MRB, GIL and ~~South Carolina. The table below summarizes~~property loan opportunities may not generate the ~~geographic concentrations~~same returns as our current investments such that our reported operating results may decline over time.

Similarly, we are subject to reinvestment risk on the return of capital from sales of investments in ~~these states as a percentage~~unconsolidated entities. Our strategy involves making equity investments in unconsolidated entities for the development, stabilization and sale of market-rate multifamily rental properties. Our initial equity contributions are returned upon sale of the ~~total MRB principal outstanding for~~properties underlying the ~~dates indicated:~~

September 30, 2021

December 31, 2020

Texas

45
%

43
%
California

19
%

17
%
South Carolina

12
%

17
%

~~During 2020 and so far~~unconsolidated entities, at which time we will reinvest the capital into new unconsolidated entities or other investments. New investment opportunities may not generate the same returns as our prior investments due to factors including, but not limited to, increasing competition in ~~2021, Texas, California and South Carolina have experienced significant fluctuations in COVID-19 cases, though there have been no significant declines in occupancy or materially lower~~the development of market-rate multifamily rental ~~collections at Residential Properties in these states to date. Future increases in COVID-19 cases in these states may pose risk to our Residential Properties.~~

~~Summary of Interest Rates on Borrowings and Derivative Financial Instruments~~

~~As of September 30, 2021, the total costs of borrowing by investment type were as follows:~~

•

~~The secured LOCs have variable interest rates ranging between 3.1% and 3.5%;~~

•

~~The M31 TEBS financing has a variable interest rate of 1.3%;~~

•

~~The M24 and M33 TEBS financings have fixed interest rates that range between 3.1% and 3.2%;~~

•

~~The M45 TEBS financing has a fixed interest rate of 3.8% through July 31, 2023 and 4.4% thereafter;~~

•

~~The Term TOB Trust securitized by an MRB has a fixed interest rate of 2.0%;~~

•

~~The TOB Trust financings securitized by MRBs, GILs and property loans have variable interest rates that range between 1.1% and 1.9%;~~

•

~~The Secured Notes have a variable interest rate of 9.1%; and~~

•

~~The mortgages payable have a fixed interest rate of 4.4%.~~

We have entered into total return swap agreements to lower the net interest cost of our Secured Notes. The following table sets forth certain information regarding the Partnership’s total return swap agreements as of September 30, 2021:

⁽¹⁾	~~Variable rate equal to 3-month LIBOR + 3.75%, subject to a floor of 4.25%.~~

⁽²⁾	~~Variable rate equal to 3-month LIBOR + 0.50%, subject to a floor of 1.00%.~~

⁽³⁾	~~Variable rate equal to 3-month LIBOR + 9.00%.~~

⁽¹⁾	~~For additional details, see Note 23 to the Partnership's condensed consolidated financial statements.~~

~~Interest Rate Risk – Change in Net Interest Income~~

~~The following table sets forth information regarding the impact on the Partnership’s net interest income assuming various changes in~~properties, rising interest rates ~~as of September 30, 2021:~~and increasing construction costs. Lower returns on new investment opportunities will result in declining operating results over time.

Description

- 25 basis points

+ 50 basis points

+ 100 basis points

+ 150 basis points

+ 200 basis points

TOB Debt Financings

$
838,855

$
(1,585,476
)

$
(3,170,952
)

$
(4,756,429
)

$
(6,341,905
)
TEBS Debt Financings

128,554

(257,107
)

(514,215
)

(771,322
)

(1,028,430
)
Other Investment Financings

-

(203,692
)

(753,692
)

(1,303,692
)

(1,853,692
)
Variable Rate Investments

(109,354
)

456,062

1,547,401

2,826,714

4,165,350

Total

$
858,055

$
(1,590,213
)

$
(2,891,458
)

$
(4,004,729
)

$
(5,058,677
)

No assurance can be made that the assumptions included in the Table presented herein will occur or that other events will not occur that will affect the outcomes of the analysis. Furthermore, the results included in the Table assume the Partnership does not act to change its sensitivity to the movement in interest rates.

As the above information incorporates only those material positions or exposures that existed as of September 30, 2021, it does not consider those exposures or positions that 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.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. The Chief Executive Officer and 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 current 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. The Chief Executive Officer and Chief Financial Officer have determined that 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 Partnership’s most recent fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors.

The risk factors affecting the Partnership are described in Item 1A “Risk Factors” in the Partnership’s Annual Report on Form 10‑K for the year ended December 31, ~~2020,~~2021, which is incorporated by reference herein. There have been no material changes from these previously disclosed risk factors for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

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:

~~3.1~~		Sixth Amendment to First Amended and Restated Agreement of Limited Partnership of America First Multifamily Investors, L.P. dated August 26, 2021 (incorporated herein by reference to Exhibit 3.1 to Form 8-K (No. 000-24843), filed by the Partnership on August 27, 2021).
4.1
~~4.1~~		Form of ~~Subscription Agreement for~~ Beneficial Unit Certificate of the Partnership.

10.1		Series A-1 Preferred Units ~~(incorporated herein by reference to Exhibit 4.11 to Form S-3 (Registration No. 333-259203), filed by the Partnership on August 31, 2021).~~Exchange Agreement dated April 26, 2022.

~~4.2~~		~~Form of Subscription Agreement for Series B Preferred Units (incorporated herein by reference to Exhibit 4.11 to Form S-3 (Registration No. 333-259207), filed by the Partnership on August 31, 2021).~~

~~10.1~~		~~Capital on Demand~~^TM Sales Agreement, dated July 21, 2021, by and between America First Multifamily Investors, L.P. and JonesTrading Institutional Services LLC (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on July 21, 2021).
10.2
~~10.2~~		First Amendment to Amended and Restated Credit Agreement dated ~~August 23, 2021~~April 29, 2022 between America First Multifamily Investors, L.P. and Bankers Trust Company (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No. 000-24843), filed by the Partnership on ~~August 25, 2021)~~April 29, 2022).

~~10.3~~ 31.1		Revolving Note dated August 23, 2021 between America First Multifamily Investors, L.P. 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 August 25, 2021).

~~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 ~~September 30, 2021~~March 31, 2022 are filed herewith, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets on ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (ii) the Condensed Consolidated Statements of Operations for the periods ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iii) the Condensed Consolidated Statements of Comprehensive Income for the periods ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iv) the Condensed Consolidated Statements of Partners’ Capital for the periods ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (v) the Condensed Consolidated Statements of Cash Flows for the periods ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ and (vi) Notes to Condensed Consolidated Financial Statements. Such materials are presented with detailed tagging of notes and financial statement schedules.

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

~~SIGNATURES~~71

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.

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.


Date: ~~November 4, 2021~~May 5, 2022	By:	/s/ Kenneth C. Rogozinski
		Kenneth C. Rogozinski
		Chief Executive Officer


Date: ~~November 4, 2021~~May 5, 2022	By:	/s/ Jesse A. Coury
		Jesse A. Coury
		Chief Financial Officer

							As of September 30, 2021
Property Name	Month Acquired	Property Location	Units	Maturity Date ⁽²⁾	Variable Interest Rate		Current Interest Rate	Amortized Cost		Maximum Remaining Commitment
Scharbauer Flats Apartments ⁽¹⁾	June 2020	Midland, TX	300	1/1/2023	SIFMA + 3.10%		3.15%	$	40,000,000	$	-
Oasis at Twin Lakes ⁽¹⁾	July 2020	Roseville, MN	228	8/1/2023	SIFMA + 3.25%	^(3),(4)	3.75%		34,000,000		-
Centennial Crossings ⁽¹⁾	August 2020	Centennial, CO	209	9/1/2023	SIFMA + 2.75%	⁽⁴⁾	3.25%		31,894,945		1,185,055
Legacy Commons at Signal Hills ⁽¹⁾	January 2021	St. Paul, MN	247	2/1/2024	SOFR + 3.07%	⁽⁴⁾	3.57%		26,862,183		7,757,817
Hilltop at Signal Hills ⁽¹⁾	January 2021	St. Paul, MN	146	8/1/2023	SOFR + 3.07%	⁽⁴⁾	3.57%		14,995,969		9,454,031
Hope on Avalon	January 2021	Los Angeles, CA	88	2/1/2023	SIFMA + 3.75%	⁽⁴⁾	4.60%		8,981,200		14,408,800
Hope on Broadway	January 2021	Los Angeles, CA	49	2/1/2023	SIFMA + 3.75%	⁽⁴⁾	4.60%		3,691,245		8,414,378
Osprey Village ⁽¹⁾	July 2021	Kissimmee, FL	383	8/1/2024	SOFR + 3.07%	⁽⁴⁾	3.57%		3,589,110		56,410,890
Willow Place Apartments⁽¹⁾	September 2021	McDonough, GA	182	10/1/2024	SOFR + 3.30%	⁽⁴⁾	3.55%		1,971,786		23,028,214
								$	165,986,438	$	120,659,185

	Maturity Date ⁽¹⁾	Interest Rate		Maximum Remaining Commitment
Centennial Crossings	9/1/2023	LIBOR + 2.50%	⁽²⁾		21,232,271
Hilltop at Signal Hills	8/1/2023	SOFR + 3.07%	⁽²⁾		20,197,939
Legacy Commons at Signal Hills	2/1/2024	SOFR + 3.07%	⁽²⁾		31,233,972
Oasis at Twin Lakes	8/1/2023	LIBOR + 2.50%	⁽²⁾		13,755,209
Scharbauer Flats Apartments	1/1/2023	LIBOR + 2.85%			20,850,387
Osprey Village	8/1/2024	SOFR + 3.07%	⁽²⁾		24,500,000
Willow Place Apartments	10/1/2024	SOFR + 3.30%	⁽³⁾		20,351,328
Total				$	152,121,106

Remainder of 2021	$	34,968
2022		141,119
2023		143,561
2024		144,706
2025		147,598
Thereafter		4,369,676
Total		4,981,628
Less: Amount representing interest		(2,830,033	)
Total operating lease liabilities	$	2,151,595

Unsecured Lines of Credit	Outstanding as of December 31, 2020		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
Bankers Trust non-operating	$	7,475,000	$	50,000,000	June 2022	Variable ⁽¹⁾	Monthly		2.65	%
Bankers Trust operating		-		10,000,000	June 2022	Variable⁽¹⁾	Monthly		3.40	%
Total unsecured lines of credit	$	7,475,000	$	60,000,000

Secured Line of Credit	Outstanding as of September 30, 2021		Total Commitment		Commitment Maturity	Variable / Fixed	Reset Frequency	Period End Rate
BankUnited general	$	6,500,000	$	40,000,000	June 2023 ⁽¹⁾	Variable ⁽²⁾	Monthly		3.50	%
Bankers Trust acquisition		-		50,000,000	June 2023	Variable⁽³⁾	Monthly		3.10	%
	$	6,500,000	$	90,000,000

Remainder of 2021	$	1,653,516
2022		15,604,689
2023		222,409,816
2024		158,068,152
2025		11,363,784
Thereafter		354,283,518
Total		763,383,475
Unamortized deferred financing costs and debt premium		(2,751,061	)
Total debt financing, net	$	760,632,414

Property Mortgage Payables	Outstanding Mortgage Payable as of September 30, 2021, net		Outstanding Mortgage Payable as of December 31, 2020, net		Year Acquired or Refinanced	Stated Maturity	Variable / Fixed	Period End Rate
The 50/50 MF Property--TIF Loan	$	2,335,094	$	2,521,308	2020	March 2025	Fixed		4.40	%
The 50/50 MF Property--Mortgage		23,094,356		23,463,564	2020	April 2027	Fixed		4.35	%
Total Mortgage Payable\Weighted Average Period End Rate	$	25,429,450	$	25,984,872					4.36	%


Property Mortgage Payables	Outstanding Mortgage Payable as of March 31, 2022, net		Outstanding Mortgage Payable as of December 31, 2021, net		Year Acquired or Refinanced	Stated Maturity	Variable / Fixed	Period End Rate
The 50/50 MF Property--TIF Loan	$	2,174,514	$	2,174,453	2020	March 2025	Fixed		4.40	%
The 50/50 MF Property--Mortgage		22,818,847		22,960,090	2020	April 2027	Fixed		4.35	%
Vantage at San Marcos--Mortgage (1)		1,690,000		1,690,000	2020	May 2022	Variable		4.25	%
Total Mortgage Payable\Weighted Average Period End Rate	$	26,683,361	$	26,824,543					4.35	%

	Restricted Units Awarded			Weighted average Grant-date Fair Value
Nonvested as of January 1, 2020		-		$	-
Granted		290,000			4.98
Vested		(154,386	)		4.98
Forfeited		(2,802	)		4.98
Nonvested as of December 31, 2020		132,812		$	4.98
Granted		266,324			6.49
Nonvested as of September 30, 2021		399,136		$	5.99

	Range of Effective Yields		Weighted Average Effective Yields⁽¹⁾
Security Type	September 30, 2021	December 31, 2020	September 30, 2021			December 31, 2020
Mortgage revenue bonds	0.9% - 16.6%	1.4% - 13.3%		3.1	%		3.0	%
Taxable mortgage revenue bonds	4.9% - 8.0%	7.1% - 7.4%		6.7	%		7.3	%
Bond purchase commitments	3.5% - 4.9%	3.5%		4.2	%		3.5	%

	For the Three Months Ended September 30, 2021 vs. 2020
	Total Change				Volume $ Change			Rate $ Change
Interest-earning assets:
Mortgage revenue bonds	$	(754	)		$	(420	)	$	(334	)
Governmental issuer loans		783				815			(32	)
Property loans		119				237			(118	)
Other investments		24				45			(21	)
Total interest-earning assets	$	172			$	677		$	(505	)

Interest-bearing liabilities:
Lines of credit	$	(108	)		$	(108	)	$	-
Fixed TEBS financing		(30	)			(33	)		3
Variable TEBS financing		(47	)			(5	)		(42	)
Variable Secured Notes ⁽¹⁾		549				549			-
Fixed Term A/B & TOB financing		(51	)			(1	)		(50	)
Variable TOB financing		303				491			(188	)
Amortization of deferred finance costs		(237	)	⁽²⁾	N/A				(237	)
Derivative fair value adjustments		(6	)		N/A				(6	)
Total interest-bearing liabilities	$	373			$	893		$	(520	)
Net interest income	$	(201	)		$	(216	)	$	15

		Number of Units as of September 30,		Physical Occupancy ⁽¹⁾ as of September 30,						Economic Occupancy ⁽²⁾ for the nine months ended September 30,
Property Name	State	2021		2021			2020			2021			2020
Non-Consolidated Properties-Stabilized ⁽³⁾
Courtyard	CA		108		100	%		100	%		92	%		94	%
Glenview Apartments	CA		88		95	%		99	%		96	%		94	%
Harden Ranch	CA		100		95	%		98	%		97	%		95	%
Harmony Court Bakersfield	CA		96		97	%		99	%		90	%		91	%
Harmony Terrace	CA		136		99	%		98	%		117	%		123	%
Las Palmas II	CA		81		100	%		100	%		98	%		98	%
Montclair Apartments	CA		80		99	%		99	%		95	%		100	%
Montecito at Williams Ranch Apartments	CA		132		98	%		98	%		104	%		106	%
Montevista	CA		82		94	%		95	%		108	%		110	%
San Vicente	CA		50		100	%		100	%		94	%		98	%
Santa Fe Apartments	CA		89		100	%		100	%		94	%		96	%
Seasons at Simi Valley	CA		69		97	%		99	%		109	%		115	%
Seasons Lakewood	CA		85		98	%		100	%		98	%		103	%
Seasons San Juan Capistrano	CA		112		97	%		93	%		96	%		98	%
Solano Vista	CA		96		97	%		96	%		100	%		99	%
Summerhill	CA		128		98	%		98	%		90	%		95	%
Sycamore Walk	CA		112		99	%		98	%		89	%		91	%
The Village at Madera	CA		75		100	%		99	%		101	%		97	%
Tyler Park Townhomes	CA		88		100	%		99	%		97	%		97	%
Vineyard Gardens	CA		62		98	%		100	%		96	%		100	%
Westside Village Market	CA		81		98	%		100	%		93	%		99	%
Brookstone	IL		168		96	%		95	%		96	%		102	%
Copper GateApartments	IN		129		98	%		100	%		93	%		95	%
Renaissance	LA		208		93	%		96	%		90	%		91	%
Live 929 Apartments	MD		575		95	%		67	%		72	%		84	%
Woodlynn Village	MN		59		100	%		98	%		98	%		98	%
Gateway Village	NC		64		83	%		97	%		96	%		94	%
Greens Property	NC		168		99	%		99	%		92	%		92	%
Lynnhaven Apartments	NC		75		84	%		99	%		86	%		93	%
Silver Moon	NM		151		94	%		97	%		93	%		90	%
Village at Avalon	NM		240		98	%		99	%		97	%		97	%
Ohio Properties ⁽⁴⁾	OH		362		97	%		97	%		92	%		94	%
Bridle Ridge	SC		152		100	%		99	%		89	%		93	%
Columbia Gardens	SC		188		89	%		95	%		99	%		90	%
Companion at Thornhill Apartments	SC		179		99	%		100	%		89	%		88	%
Cross Creek	SC		144		95	%		98	%		89	%		93	%
The Palms at Premier Park Apartments	SC		240		97	%		98	%		93	%		91	%
Village at River's Edge	SC		124		98	%		98	%		101	%		99	%
Willow Run	SC		200		92	%		92	%		99	%		88	%
Arbors at Hickory Ridge ⁽⁵⁾	TN		348	n/a			n/a			n/a			n/a
Avistar at Copperfield	TX		192		98	%		97	%		83	%		87	%
Avistar at the Crest	TX		200		98	%		97	%		77	%		85	%
Avistar at the Oaks	TX		156		96	%		94	%		88	%		87	%
Avistar at the Parkway	TX		236		97	%		96	%		84	%		81	%
Avistar at Wilcrest	TX		88		83	%		95	%		72	%		81	%
Avistar at Wood Hollow	TX		409		95	%		92	%		85	%		92	%
Avistar in 09	TX		133		99	%		95	%		89	%		92	%
Avistar on the Boulevard	TX		344		96	%		93	%		81	%		80	%
Avistar on the Hills	TX		129		97	%		96	%		86	%		86	%
Bruton Apartments	TX		264		85	%		91	%		71	%		81	%
Concord at Gulfgate	TX		288		95	%		93	%		81	%		85	%
Concord at Little York	TX		276		93	%		93	%		81	%		84	%
Concord at Williamcrest	TX		288		96	%		95	%		87	%		89	%
Crossing at 1415	TX		112		99	%		96	%		87	%		88	%
Decatur Angle	TX		302		84	%		91	%		73	%		77	%
Esperanza at Palo Alto	TX		322		93	%		97	%		87	%		83	%
Heights at 515	TX		96		95	%		97	%		89	%		89	%
Heritage Square	TX		204		98	%		96	%		76	%		76	%
Oaks at Georgetown	TX		192		97	%		97	%		93	%		92	%
Runnymede	TX		252		98	%		98	%		95	%		92	%
Southpark	TX		192		98	%		95	%		95	%		93	%
15 West Apartments	WA		120		99	%		100	%		99	%		99	%
			10,519		96	%		95	%		88	%		90	%

		Number of Units as of September 30,		Physical Occupancy ⁽¹⁾ as of September 30,						Economic Occupancy⁽²⁾ for the nine months ended September 30,
Property Name	State	2021		2021			2020			2021			2020
MF Properties
Suites on Paseo	CA		384		97	%		64	%		77	%		70	%
The 50/50 Property	NE		475		88	%		86	%		83	%		86	%
			859		92	%		76	%		80	%		77	%

Investment	Remaining Funding Commitments
Mortgage revenue bonds⁽¹⁾	$	6,930,000
Taxable mortgage revenue bond ⁽¹⁾		6,000,000
Governmental issuer loans⁽¹⁾		120,659,185
Taxable governmental issuer loan⁽¹⁾		9,573,000
Investments in unconsolidated entities		37,427,822
Property loans⁽¹⁾		152,121,106
Bond purchase commitments ⁽²⁾		7,707,000
Total	$	340,418,113