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8-K - 8-K - Q1 2021 SUPPLEMENTAL REPORT - AMERICA FIRST MULTIFAMILY INVESTORS, L.P.atax-8k_20210510.htm

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Financial Report for the

Quarter Ended March 31, 2021

 


 

 

 

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

All statements in this document other than statements of historical facts, 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 document may also contain 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 a number of 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 supplement 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 headings “Item 1A Risk Factors” in our 2020 Annual Report on Form 10-K for the year ended December 31, 2020. These forward-looking statements are subject to various risks and uncertainties and America First Multifamily Investors, L.P. (“ATAX” or “Partnership”) expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Most, but not all, of the selected financial information furnished herein is derived from the America First Multifamily Investors, L.P.’s consolidated financial statements and related notes prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and management’s discussion and analysis of financial condition and results of operations included in the Partnership’s reports on Forms 10-K and 10-Q. The Partnership’s annual consolidated financial statements were subject to an independent audit, dated February 25, 2021.

Disclosure Regarding Non-GAAP Measures

This document refers to certain financial measures that are identified as non-GAAP. We believe these non-GAAP measures are helpful to investors because they are the key information used by management to analyze our operations. This supplemental information should not be considered in isolation or as a substitute for the related GAAP measures.

Please see the consolidated financial statements we filed with the Securities and Exchange Commission on Forms 10-K and 10-Q.  Our GAAP consolidated financial statements can be located upon searching for the Partnership’s filings at www.sec.gov.

 

 

 

 


 

 

 

PARTNERSHIP FINANCIAL INFORMATION

TABLE OF CONTENTS

 

 

Pages

Supplemental Letter from the CEO

4

Quarterly Fact Sheet

6

Financial Performance Trend Graphs

7-12

Other Partnership Information

13

Partnership Financial Measures

14-15

 

 

 

 

 

 

 

 

 


 

 

 

AMERICA FIRST MULTIFAMILY INVESTORS L.P.

LETTER FROM THE CEO

 

I am very pleased with our operating results for our first quarter, as we continued to increase our shorter-term construction financing transactions and realized a gain on the redemption of one of our Vantage investments.

 

We reported the following financial results as of and for the three months ended March 31, 2021:

 

 

Total revenues of approximately $14.4 million

 

Net income, basic and diluted, of $0.09 per Beneficial Unit Certificate (“BUC”)

 

Cash Available for Distribution of $0.11 per BUC

 

Total assets of approximately $1.2 billion

 

Total Mortgage Revenue Bond (“MRB”) and Governmental Issuer Loan (“GIL”) investments of $875.5 million

 

We reported the following notable transactions during the first quarter of 2021:

 

 

Received proceeds upon the sale of Vantage at Germantown totaling $16.1 million on the Partnership’s initial investment of $10.4 million. The Partnership originally made its investment in June 2018.

 

Committed to fund four GIL investments totaling up to $94.6 million and three property loans totaling up to $64.0 million for the construction of four affordable multifamily properties. The Partnership provided initial funding on these investments totaling $27.0 million of the investment commitments during the quarter with the remaining balance of the commitments to be funded during construction of the properties.

 

Advanced funds for two existing GIL investment commitments totaling $15.1 million.

 

Received proceeds from the redemption of two MRBs totaling $7.4 million.

We continue to see consistent operating results from the properties underlying our MRB investments, with all such MRBs being current on contractual principal and interest payments as of March 31, 2021, and having received no requests for forbearance to date.

 

Our MRB investment in the Live 929 Apartments student housing property continues to operate under a forbearance agreement and is focused on lease-up for the upcoming Fall 2021 semester. Johns Hopkins University has announced that they expect a broad resumption of in-person classes this fall and will also require students returning to campus to have received a COVID-19 vaccination. The borrower on the Provision proton therapy center MRB filed for Chapter 11 bankruptcy in the fourth quarter of 2020 and we continue to work with the other bondholders and the bond trustee to protect our rights and maximize the value of our investment.

 

In our Vantage investment portfolio, we continue to see attractive investment opportunities and closed on a new investment for a property in Loveland, CO in April of 2020. We continue to see good leasing activity at the seven properties where construction is complete, with two properties having achieved over 90% physical occupancy and another one having achieved over 85% physical occupancy. We continue to see no material supply chain or labor disruptions on the Vantage properties under construction.  As we have seen in the past, the Vantage group, as the managing member of each property-owning entity, will position a property for sale upon stabilization. 

 

 

 

 

4

 


 

 

 

 

Our two student housing MF Properties have continued to perform consistently with 2020.  Both are covering all their obligations from property cash flow. Both the University of Nebraska and San Diego State University have announced their intentions for the Fall 2021 semester to be primarily in-person, on-campus learning.  Our two property managers are actively pre-leasing units for the fall semester.

 

Since we are still in a relatively low interest rate environment, we continue to be mindful of the absolute level of rates where we can originate new fixed income investments.  We have continued our focus on shorter duration investments where matched funding is more readily available and hedging is less costly. We will continue to look to strategically work with our strongest sponsors on new investment opportunities where traditional sources of capital may not currently be available. 

 

Thank you for your continued support of ATAX!

 

Kenneth C. Rogozinski

Chief Executive Officer

 

5

 


 

 

FIRST QUARTER 2021 FACT SHEET

 

PARTNERSHIP DETAILS

 

ATAX was formed for the primary purpose of acquiring a portfolio of MRBs that are issued to provide construction and/or permanent financing of affordable multifamily residential and commercial properties.  We also invest in GILs, which are similar to MRBs, to provide construction financing for affordable multifamily properties.  We continue to expect most of the interest paid on the MRBs and GILs to be excludable from gross income for federal income tax purposes.  In addition, we have invested in equity interests in multifamily, market rate properties throughout the U.S. We have also acquired interests in multifamily properties (“MF Properties”) to position ourselves for future investments in MRBs issued to finance these properties or to operate the MF Properties until their “highest and best use” can be determined.  We continue to pursue a business strategy of acquiring additional MRBs and GILs on a leveraged basis, and other investments.

 

(As of March 31, 2021)

 

 

 

Symbol (NASDAQ)

 

 

ATAX

 

Most Recent Quarterly Distribution

 

$

0.09

 

Unit Price

 

$

5.53

 

 

 

 

 

 

 

 

 

 

 

BUCs Outstanding (including

   Restricted Units)

 

 

60,823,674

 

Market Capitalization

 

$

336,354,917

 

52-week BUC price range

 

$3.58 to $5.96

 

 

 

 

 

 

 

 

 

 

 

Partnership Financial Information for Q1 2021

($’s in 000’s, except per BUC amounts)

 

 

 

3/31/2021

 

12/31/2020

 

 

 

 

 

 

Total Assets

$1,191,860

 

$1,175,248

 

Leverage Ratio1

67%

 

67%

 

 

 

 

 

 

 

Q1 2021

 

 

 

 

 

 

 

 

Total Revenue

$14,387

 

 

 

Net Income (Loss)

$6,993

 

 

 

Cash Available for Distribution

  (“CAD”)2

$6,499

 

 

 

Distribution Declared per BUC3

$0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

Our overall leverage ratio is calculated as total outstanding debt divided by total assets using cost adjusted for paydowns and allowances for MRBs, Governmental Issuer Loans, property loans, taxable MRBs and taxable GILs, and initial cost for deferred financing costs and MF Properties.

2

Management utilizes a calculation of Cash Available for Distribution (“CAD”) to assess the Partnership’s operating performance. This is a non-GAAP financial measure and a reconciliation of our GAAP net income (loss) to CAD is provided on page 14 of the Supplement herein.

3

The most recent distribution was paid on April 30, 2021 for BUC holders of record as of March 31, 2021. The distribution is payable to BUC holders of record as of the last business day of the quarter end and ATAX trades ex-dividend one day prior to the record date, with a payable date of the last business day of the subsequent month.

 

6

 


 

 

ATAX ASSET PROFILE

 

 

7

 


 

 

 

ATAX MORTGAGE INVESTMENT PROFILE

 

 

 

1 Mortgage Investments include the Partnership’s Mortgage Revenue Bonds and Governmental Issuer Loans.

 

8

 


 

 

ATAX DEBT AND EQUITY PROFILE

 

 

 

 

9

 


 

 

 

DEBT FINANCING, NET ($’s in 000’s)

 

 

 

 

INTEREST RATE SENSITIVITY ANALYSIS (1)

 

Description

 

- 25 basis points

 

+ 50 basis points

 

+ 100 basis points

 

+ 150 basis points

 

+ 200 basis points

TOB Debt Financings

 

$681,839

 

$(1,277,187)

 

$(2,554,373)

 

$(3,831,560)

 

$(5,108,747)

TEBS Debt Financings

 

129,681

 

(259,362)

 

(518,724)

 

(778,086)

 

(1,037,449)

Other Investment Financings

 

-

 

(216,897)

 

(734,397)

 

(1,251,897)

 

(1,769,397)

Variable Rate Investments

 

(92,934)

 

232,149

 

875,596

 

1,649,952

 

2,458,939

Total

 

$718,586

 

$(1,521,297)

 

$(2,931,898)

 

$(4,211,591)

 

$(5,456,654)

 

 

(1) Represents the change over the next 12 months assuming an immediate shift in rates and management does not adjust its strategy in response.

 

10

 


 

 

TOTAL REVENUE & GAIN ON SALE TRENDS

 

 

11

 


 

 

 

OPERATING EXPENSE TRENDS

 

 

 

 

 

 

Since June 1, 2019, the ratio of “Salaries and benefits” and “General and administrative” expenses to Total assets has averaged approximately 0.35% per quarter.

 

Salaries and benefits expense for the three months ended September 30, 2019 includes approximately $2.7 million of expense related to the accelerated vesting of restricted units upon the change in control of ATAX’s general partner on September 10, 2019.


OTHER PARTNERSHIP INFORMATION

 

12

 


 

 

 

 

 

 

Corporate Office:

 

 

Transfer Agent:

 

14301 FNB Parkway

 

 

American Stock Transfer & Trust Company

Suite 211

 

 

59 Maiden Lane

Omaha, NE  68154

 

 

Plaza Level

Phone:

402-952-1235

 

New York, NY 10038

Investor & K-1 Services:

855-4AT-AXK1

 

 

Phone: 718-921-8124

Web Site:

www.ataxfund.com

 

 

888-991-9902

K-1 Services Email:

k1s@ataxfund.com

 

 

 

Ticker Symbol:

ATAX

 

 

 

 

Corporate Counsel:

 

Independent Accountants:

Barnes & Thornburg LLP

 

PwC

11 S. Meridian Street

 

1 North Wacker Drive

Indianapolis, IN 46204

 

Chicago, Illinois 60606

 

 

 

Board of Managers of Greystone AF Manager LLC:

(acting as the directors of ATAX)

 

 

 

Stephen Rosenberg

 

Chairman of the Board

Curtis A. Pollock

 

Manager

Jeffrey M. Baevsky

 

Manager

Drew C. Fletcher

 

Manager

Steven C. Lilly

 

Manager

W. Kimball Griffith

 

Manager

Deborah A. Wilson

 

Manager

 

 

 

Corporate Officers:

Chief Executive Officer – Kenneth C. Rogozinski

Chief Financial Officer – Jesse A. Coury

 

 

 

13

 


 

 

 

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

CASH AVAILABLE FOR DISTRIBUTION (CAD) AND OTHER PERFORMANCE MEASURES

 

The following table contains reconciliations of the Partnership’s GAAP net income to its CAD:

 

 

For the Three

 

 

Months Ended

 

 

March 31, 2021

 

Partnership net income

$

6,992,854

 

Change in fair value of derivatives and interest rate derivative amortization

 

(7,451

)

Depreciation and amortization expense

 

683,460

 

Amortization of deferred financing costs

 

206,386

 

Restricted units compensation expense

 

78,114

 

Deferred income taxes

 

(16,228

)

Redeemable Series A Preferred Unit distribution and accretion

 

(717,763

)

Tier 2 (Income distributable) Loss allocable to the General Partner

 

(702,277

)

Bond purchase premium (discount) amortization (accretion), net of cash received

 

(18,521

)

Total CAD

$

6,498,574

 

 

 

 

 

Weighted average number of BUCs outstanding, basic

 

60,690,862

 

 

 

 

 

Partnership Only:

 

 

 

Net income per BUC, basic

$

0.09

 

Total CAD per BUC, basic

$

0.11

 

Distributions declared per BUC

$

0.09

 

 


 

14

 


 

 

 

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

TAX INCOME INFORMATION RELATED TO BENEFICIAL UNIT CERTIFICATES

 

The following table summarizes tax-exempt and taxable income as percentages of total income allocated to the Partnership’s BUCs on Schedule K-1 for tax years 2018 to 2020. This disclosure relates only to income allocated to the Partnership’s BUCs and does not consider an individual unitholder’s basis in the BUCs or potential return of capital as such matters are dependent on the individual unitholders’ specific tax circumstances.

 

 

2020

 

2019

 

2018

Tax-exempt income

215%

 

37%

 

41%

Taxable income (loss)

-115%

(1)

63%

 

59%

 

100%

 

100%

 

100%

 

 

 

 

 

 

 

 

(1)

The taxable loss in 2020 is due primarily to net rental real estate losses that exceeded gains on sale for tax purposes during the year related to the Partnership’s investment in unconsolidated entities.

 

 

15