Form 8-K AMERICA FIRST MULTIFAMIL For: Aug 08
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 7.01. Regulation FD Disclosure.
On August 8, 2022, America First Multifamily Investors, L.P. (the “Partnership”) is providing the information which is included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) with respect to supplemental financial information for the Partnership on the Partnership’s website, www.ataxfund.com. This information includes selected financial and operations information from the second quarter of 2022 and does not represent a complete set of financial statements and related notes prepared in conformity with generally accepted accounting principles (“GAAP”). Most, but not all, of the selected financial information furnished herein is derived from the Partnership’s consolidated financial statements and related notes prepared in accordance with 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 information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Partnership, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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AMERICA FIRST MULTIFAMILY INVESTORS, L. P. |
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Dated: August 8, 2022 |
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By: |
/s/ Jesse A. Coury |
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Printed: Jesse A. Coury |
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Title: Chief Financial Officer |
Exhibit 99.1
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Supplemental Financial Report for the |
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Quarter Ended June 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. 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. 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 22,017,915. The BUCs continue to trade on the Nasdaq Global Select Market under the trading symbol “ATAX.” The one-for-three Reverse Unit Split is reflected in all net income per BUC, distributions per BUC and similar per BUC disclosures for all periods presented in the Partnership’s supplemental financial report for the quarter ended June 30, 2022.
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 |
4 |
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Quarterly Fact Sheet |
6 |
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Financial Performance Trend Graphs |
7-12 |
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Other Partnership Information |
13 |
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Partnership Financial Measures |
14-15 |
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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 second quarter of 2022. We reported the following financial results as of and for the three months ended June 30, 2022:
We reported the following notable transactions during the second quarter of 2022:
In July 2022, Vantage at O’Connor was sold at the direction of its managing member. We received proceeds totaling $19.4 million upon sale, inclusive of our initial investment of $7.4 million, and we will recognize a gain on sale of approximately $10.6 million, before settlement of final proceeds and expenses, during the third quarter of 2022.
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 June 30, 2022.
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Additional updates regarding our investment portfolio include the following:
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. Approximately 71% of our current debt financing bears interest at short term floating interest rates and the remaining 29% of leverage has fixed interest rates. Of those assets funded with short term floating rate debt facilities, more than half bear interest at a floating rate as well. We may implement hedges when considered appropriate, such as the two interest rate swap transactions we executed in the first quarter of 2022 with total notional amounts of $103.8 million.
Affiliates of Greystone continue to assist in our growth by introducing new investment opportunities. An affiliate of Greystone has forward committed to purchase eight of our GIL investments to date. In addition, our funding commitments executed in April 2022 for the Residency at the Entrepreneur were sourced from a Greystone affiliate relationship. 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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SECOND 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 June 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 |
$ |
18.30 |
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Year to Date Annualized Yield |
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9.8% |
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BUCs Outstanding |
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22,017,915 |
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Market Capitalization |
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$ |
402,927,845 |
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52-week BUC price range |
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$16.53 to $21.21 |
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Partnership Financial Information for Q2 2022 ($’s in 000’s, except per BUC amounts) |
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6/30/2022 |
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12/31/2021 |
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Total Assets |
$1,441,847 |
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$1,385,909 |
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Leverage Ratio2 |
70% |
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69% |
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Q2 2022 |
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YTD 2022 |
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Total Revenue |
$17,233 |
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$36,439 |
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Net Income |
$17,607 |
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$43,871 |
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Cash Available for Distribution (“CAD”)3 |
$16,720 |
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$38,378 |
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Distributions Declared per BUC1 |
$0.57 |
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$0.90 |
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6 |
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ATAX ASSET PROFILE
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7 |
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ATAX MORTGAGE INVESTMENT PROFILE
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8 |
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ATAX DEBT AND EQUITY PROFILE
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9 |
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DEBT FINANCING ($’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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$ |
1,212,070 |
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$ |
(2,424,139 |
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$ |
(4,848,279 |
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$ |
(7,272,418 |
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$ |
(9,696,557 |
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TEBS Debt Financings |
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126,796 |
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(253,592 |
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(507,184 |
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(760,777 |
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(1,014,369 |
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Other Investment Financings |
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6,225 |
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(12,451 |
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(24,901 |
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(37,352 |
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(49,802 |
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Variable Rate Investments |
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(1,075,630 |
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2,156,218 |
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4,312,436 |
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6,468,654 |
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8,624,871 |
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Total |
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$ |
269,461 |
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$ |
(533,964 |
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$ |
(1,067,928 |
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$ |
(1,601,893 |
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$ |
(2,135,857 |
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10 |
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TOTAL REVENUE & GAIN ON SALE TRENDS
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11 |
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OPERATING EXPENSE TRENDS
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12 |
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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: |
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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 |
Curtis A. Pollock |
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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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13 |
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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 Six |
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Months Ended |
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Months Ended |
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June 30, 2022 |
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June 30, 2022 |
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Net income |
$ |
17,606,681 |
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$ |
43,870,699 |
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Change in fair value of derivatives |
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(1,232,433 |
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(3,707,564 |
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Depreciation and amortization expense |
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684,362 |
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1,368,024 |
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Amortization of deferred financing costs |
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492,720 |
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944,192 |
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Restricted unit compensation expense |
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165,509 |
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339,407 |
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Deferred income taxes |
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(13,973 |
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(6,707 |
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Redeemable Preferred Unit distributions and accretion |
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(716,500 |
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(1,434,244 |
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Tier 2 Income allocable to the General Partner |
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(189,569 |
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(2,835,548 |
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Recovery of prior credit loss |
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(17,344 |
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(22,623 |
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Bond premium, discount and origination fee amortization, net of cash received |
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(59,341 |
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(137,716 |
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Total CAD |
$ |
16,720,112 |
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$ |
38,377,920 |
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Weighted average number of BUCs outstanding, basic |
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22,017,873 |
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22,017,255 |
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Net income per BUC, basic |
$ |
0.75 |
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$ |
1.79 |
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Total CAD per BUC, basic |
$ |
0.76 |
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$ |
1.74 |
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Distributions declared per BUC |
$ |
0.57 |
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$ |
0.90 |
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14 |
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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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15 |
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