Exhibit 99.1
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Supplemental Financial Report for the |
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Quarter Ended September 30, 2022 |
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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 2021 Annual Report on Form 10-K for the year ended December 31, 2021 and Quarterly Report on Form 10-Q for the period ended September 30, 2022. 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 24, 2022.
On April 1, 2022, the Partnership effected a one-for-three reverse unit split (“Reverse Unit Split”) of its outstanding Beneficial Unit Certificates ("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 First Amended and Restated Agreement of Limited Partnership dated September 15, 2015, as further amended. The BUCs continue to trade on the Nasdaq Global Select Market under the trading symbol “ATAX.”
On September 14, 2022, the Partnership declared a supplemental distribution payable in the form of additional BUCs equal to $0.20 per BUC (the “BUCs Distribution”). The BUCs Distribution was paid at a ratio of 0.01044 BUCs for each issued and outstanding BUC as of the record date of September 30, 2022, which represents an amount per BUC based on the closing price of the BUCs on the Nasdaq Stock Market LLC on September 13, 2022. The BUCs Distribution was completed on October 31, 2022. There were no fractional BUCs issued in connection with the BUCs Distribution. All fractional BUCs resulting from the BUCs Distribution received cash for such fraction based on the market value of the BUCs on the record date.
Unless noted otherwise herein, the one-for-three Reverse Unit Split and the BUCs Distribution have been applied retroactively to all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods indicated in this supplemental financial report.
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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.
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PARTNERSHIP FINANCIAL INFORMATION
TABLE OF CONTENTS
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Pages |
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Letter from the CEO |
5 |
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Quarterly Fact Sheet |
7 |
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Financial Performance Trend Graphs |
8-13 |
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Other Partnership Information |
14 |
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Partnership Financial Measures |
15-16 |
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AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
LETTER FROM THE CEO
I am pleased to report ATAX’s operating results for the third quarter of 2022. We reported the following financial results as of and for the three months ended September 30, 2022:
We reported the following notable transactions during the third quarter of 2022:
In October 2022, the Partnership issued 1,000,000 Series A-1 Preferred Units with an aggregate stated value of $10,000,000 in exchange for 1,000,000 outstanding Series A Preferred Units held by a financial institution. We received no net proceeds as a result of the exchange transaction. Except in certain limited circumstances, the newly issued Series A-1 Preferred Units will be eligible for redemption on the sixth anniversary of the date of the exchange in October 2028. To date, we have exchanged $30.0 million of our previously issued $94.5 million of Series A Preferred Units for newly issued Series A-1 Preferred Units, which extends their term by an additional six years.
We continue to strategically invest in the affordable multifamily MRB and GIL asset classes where we believe we can earn attractive leveraged returns. We also continue to see consistent operating results from our affordable multifamily MRBs and GILs, with all such investments being current on contractual principal and interest payments as of September 30, 2022.
Additional updates regarding our investment portfolio include the following:
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5 |
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In October 2022, we executed our first joint venture equity commitment with the Freestone development group for $16.0 million for the construction of Freestone at Greeley, a 306-unit market-rate multifamily property in Greeley, CO. The key principals of the Freestone development group were formerly affiliated with the Vantage development group and were closely involved in our 20 Vantage joint venture equity investments to date. We are looking forward to working collaboratively with the Freestone and Vantage development groups to bring the Partnership’s 10 remaining Vantage-branded joint venture equity investments to completion and ultimate sale. The remaining key principals of the Vantage development group may present future joint venture equity investments opportunities to the Partnership, as may the Freestone development group.
Management continually assesses ATAX's exposure to changes in market interest rates, particularly given the recent market volatility and recent announcements by the Federal Reserve. As of September 30, 2022, Approximately 73% of our leverage bears interest at short term variable interest rates. Our remaining 27% of leverage has fixed interest rates. Of those assets funded with short term variable rate debt facilities, more than half bear interest at a variable rate as well such that our net interest is largely hedged against changing market interest rates. In October 2022, the Partnership entered into an interest rate swap agreement to mitigate interest rate risk associated with the TOB trust financings secured by our three new GIL and taxable GIL investments in Elk Grove, CA. The interest rate swap agreement has an initial notional balance of $34.4 million and increasing to $99.6 million over time to match the projected funding schedules for our GIL and taxable GIL investments We may implement additional hedges when considered appropriate.
Affiliates of Greystone continue to assist in our growth by introducing new investment opportunities. An affiliate of Greystone has forward committed to purchase 11 of our GIL investments to date. We will continue to strategically work with our strongest sponsors on new investment opportunities where traditional sources of capital may not currently be available. We will also continue to seek to develop new relationships, particularly with those sponsors that are existing clients of Greystone and its affiliates.
Thank you for your continued support of ATAX!
Kenneth C. Rogozinski
Chief Executive Officer
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6 |
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THIRD QUARTER 2022 FACT SHEET
PARTNERSHIP DETAILS |
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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 expect and believe 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 also own interests in multifamily properties (“MF Properties”) until the “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.
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(As of September 30, 2022) |
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Symbol (NASDAQ) |
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ATAX |
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Most Recent Quarterly Distribution per BUC1 |
$ |
0.57 |
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BUC Price |
$ |
17.28 |
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Year to Date Annualized Yield2 |
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11.3% |
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BUCs Outstanding |
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22,017,915 |
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Market Capitalization |
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$ |
380,469,571 |
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52-week BUC price range |
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$16.53 to $20.85 |
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Partnership Financial Information for Q3 2022 ($’s in 000’s, except per BUC amounts) |
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9/30/2022 |
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12/31/2021 |
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Total Assets |
$1,450,087 |
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$1,385,909 |
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Leverage Ratio3 |
70% |
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69% |
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Q3 2022 |
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YTD 2022 |
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Total Revenue |
$22,604 |
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$59,044 |
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Net Income |
$18,517 |
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$62,387 |
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Cash Available for Distribution (“CAD”)4 |
$11,701 |
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$50,079 |
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Cash Distributions declared, per BUC1 |
$0.37 |
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$1.27 |
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BUCs Distribution declared, per BUC1 |
$0.20 |
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$0.20 |
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7 |
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ATAX ASSET PROFILE
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8 |
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ATAX MORTGAGE INVESTMENT PROFILE
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9 |
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ATAX DEBT AND EQUITY PROFILE
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10 |
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DEBT FINANCING ($’s in 000’s)
INTEREST RATE SENSITIVITY ANALYSIS (1)
Description |
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- 25 basis points |
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+ 50 basis points |
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+ 100 basis points |
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+ 150 basis points |
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+ 200 basis points |
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TOB Debt Financings |
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$ |
1,151,060 |
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$ |
(2,302,120 |
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$ |
(4,604,241 |
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$ |
(6,906,361 |
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$ |
(9,208,482 |
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TEBS Debt Financings |
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126,193 |
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(252,385 |
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(504,771 |
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(757,156 |
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(1,009,542 |
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Other Investment Financings |
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(15,694 |
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31,387 |
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62,774 |
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94,162 |
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125,549 |
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Variable Rate Investments |
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(953,487 |
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1,906,973 |
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3,813,947 |
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5,720,920 |
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7,627,893 |
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Total |
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$ |
308,072 |
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$ |
(616,145 |
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$ |
(1,232,291 |
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$ |
(1,848,435 |
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$ |
(2,464,582 |
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11 |
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TOTAL REVENUE & GAIN ON SALE TRENDS
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12 |
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OPERATING EXPENSE TRENDS
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13 |
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OTHER PARTNERSHIP INFORMATION |
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Corporate Office: |
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Transfer Agent:
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14301 FNB Parkway |
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American Stock Transfer & Trust Company |
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Suite 211 |
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59 Maiden Lane |
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Omaha, NE 68154 |
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Plaza Level |
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Phone: |
402-952-1235 |
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New York, NY 10038 |
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Investor & K-1 Services: |
855-4AT-AXK1 |
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Phone: 718-921-8124 |
Web Site: |
www.ataxfund.com |
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888-991-9902 |
K-1 Services Email: |
k1s@ataxfund.com |
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Ticker Symbol: |
ATAX |
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Corporate Counsel: |
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Independent Accountants: |
Barnes & Thornburg LLP |
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PwC |
11 S. Meridian Street |
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1 North Wacker Drive |
Indianapolis, IN 46204 |
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Chicago, Illinois 60606 |
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Board of Managers of Greystone AF Manager LLC: |
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(acting as the directors of ATAX) |
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Stephen Rosenberg |
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Chairman of the Board |
Hafize Gaye Erkan |
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Manager |
Jeffrey M. Baevsky |
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Manager |
Drew C. Fletcher |
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Manager |
Steven C. Lilly |
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Manager |
W. Kimball Griffith |
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Manager |
Deborah A. Wilson |
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Manager |
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Corporate Officers: |
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Chief Executive Officer – Kenneth C. Rogozinski |
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Chief Financial Officer – Jesse A. Coury |
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14 |
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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:
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For the Three |
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For the Nine |
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Months Ended |
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Months Ended |
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September 30, 2022 |
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September 30, 2022 |
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Net income |
$ |
18,516,593 |
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$ |
62,387,292 |
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Change in fair value of derivatives |
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(2,871,716 |
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(6,579,280 |
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Depreciation and amortization expense |
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688,488 |
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2,056,512 |
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Reversal of impairment on securities |
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(5,712,230 |
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(5,712,230 |
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Reversal of provision for loan loss |
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(593,000 |
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(593,000 |
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Amortization of deferred financing costs |
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982,388 |
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1,926,580 |
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Restricted unit compensation expense |
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580,156 |
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919,563 |
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Deferred income taxes |
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(42,543 |
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(49,250 |
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Redeemable Preferred Unit distributions and accretion |
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(716,490 |
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(2,150,734 |
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Tier 2 Income allocable to the General Partner |
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(70,200 |
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(2,905,748 |
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Recovery of prior credit loss |
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(17,345 |
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(39,968 |
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Bond premium, discount and origination fee amortization, net of cash received |
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957,343 |
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819,627 |
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Total CAD |
$ |
11,701,444 |
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$ |
50,079,364 |
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Weighted average number of BUCs outstanding, basic |
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22,247,781 |
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22,247,336 |
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Net income per BUC, basic |
$ |
0.79 |
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$ |
2.56 |
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Total CAD per BUC, basic |
$ |
0.53 |
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$ |
2.25 |
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Cash Distributions declared, per BUC |
$ |
0.366 |
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$ |
1.257 |
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BUCs Distribution declared, per BUC |
$ |
0.200 |
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$ |
0.200 |
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15 |
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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 2019 to 2021. 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. Such amounts are for all BUC holders in the aggregate during the year. Income is allocated to individual investors monthly and amounts allocated to individual investors may differ from these percentage due to, including, but not limited to, BUC purchases and sales activity and the timing of significant transactions during the year.
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2021 |
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2020 |
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2019 |
Tax-exempt income |
32% |
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215% |
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37% |
Taxable income (loss) |
68% |
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-115% |
(1) |
63% |
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100% |
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100% |
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100% |
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16 |