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Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

16. 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 as gains or losses on the Partnership's condensed consolidated statements of comprehensive income (loss). The following table summarizes the Partnership’s bond purchase commitments as of September 30, 2024 and December 31, 2023:

Bond Purchase Commitments

 

Commitment Date

 

Maximum
Committed
Amounts
Remaining

 

 

Interest
Rate

 

 

Closing
Date

 

Fair Value as of
September 30, 2024

 

 

Fair Value as of
December 31, 2023

 

Anaheim & Walnut (a/k/a Wellspring Apartments

 

September 2021

 

$

-

 

 

 

4.85

%

 

August 2024

 

 

-

 

 

 

197,788

 

Investment Commitments

The Partnership has remaining contractual commitments to provide additional funding of certain MRBs, taxable MRBs, GILs, taxable GILs, and property loans while the secured properties are under construction or rehabilitation. See Note 10 for additional information on the allowance for credit losses on such commitments. The Partnership also has outstanding contractual commitments to contribute additional equity to unconsolidated entities. The following table summarizes the Partnership’s total and remaining commitments as of September 30, 2024:

Property Name

 

Commitment Date

 

Maturity Date

 

Interest Rate (1)

 

Total Initial Commitment

 

 

Remaining Commitment
as of September 30, 2024

 

Mortgage Revenue Bonds

 

 

 

 

 

 

 

 

 

 

Meadow Valley

 

December 2021

 

December 2029

 

6.25%

 

$

44,000,000

 

 

$

7,330,000

 

Residency at the Entrepreneur- Series J-4

 

April 2022

 

March 2040

 

SOFR + 3.60% (2)

 

 

16,420,000

 

 

 

2,400,000

 

Residency at the Entrepreneur- Series J-5

 

February 2023

 

April 2025 (3)

 

SOFR + 3.60%

 

 

5,000,000

 

 

 

4,000,000

 

Residency at Empire - Series BB-4

 

December 2022

 

December 2040

 

6.45% (4)

 

 

47,000,000

 

 

 

33,200,000

 

The Safford

 

October 2023

 

October 2026 (3)

 

7.59%

 

 

43,000,000

 

 

 

16,774,314

 

Subtotal

 

 

 

 

 

 

 

 

155,420,000

 

 

 

63,704,314

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable Mortgage Revenue Bonds

 

 

 

 

 

 

 

 

 

 

Residency at the Entrepreneur Series J-T

 

April 2022

 

April 2025 (3)

 

SOFR + 3.65%

 

$

8,000,000

 

 

$

7,000,000

 

Residency at Empire - Series BB-T

 

December 2022

 

December 2025 (3)

 

7.45%

 

 

9,404,500

 

 

 

8,404,500

 

Village at Hanford Square - Series H-T

 

May 2023

 

May 2030

 

7.25%

 

 

10,400,000

 

 

 

4,400,000

 

40rty on Colony - Series P-T

 

June 2023

 

June 2030

 

7.45%

 

 

5,950,000

 

 

 

3,450,000

 

Subtotal

 

 

 

 

 

 

 

 

33,754,500

 

 

 

23,254,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Governmental Issuer Loans

 

 

 

 

 

 

 

 

 

 

Poppy Grove II

 

September 2022

 

April 2025 (3)

 

6.78%

 

 

22,250,000

 

 

 

4,708,700

 

Poppy Grove III

 

September 2022

 

April 2025 (3)

 

6.78%

 

 

39,119,507

 

 

 

14,569,507

 

Subtotal

 

 

 

 

 

 

 

 

61,369,507

 

 

 

19,278,207

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable Governmental Issuer Loans

 

 

 

 

 

 

 

 

 

 

Poppy Grove I

 

September 2022

 

April 2025 (3)

 

6.78%

 

$

21,157,672

 

 

$

20,000,000

 

Poppy Grove II

 

September 2022

 

April 2025 (3)

 

6.78%

 

 

10,941,300

 

 

 

9,941,300

 

Poppy Grove III

 

September 2022

 

April 2025 (3)

 

6.78%

 

 

24,480,493

 

 

 

23,480,493

 

Subtotal

 

 

 

 

 

 

 

 

56,579,465

 

 

 

53,421,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property Loans

 

 

 

 

 

 

 

 

 

 

 

 

Sandy Creek Apartments

 

August 2023

 

September 2026 (3)

 

8.63% (5)

 

$

7,830,000

 

 

$

542,008

 

Subtotal

 

 

 

 

 

 

 

 

7,830,000

 

 

 

542,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

Vantage at San Marcos (6), (7)

 

November 2020

 

N/A

 

N/A

 

$

9,914,529

 

 

$

8,943,914

 

Freestone Greeley (7)

 

October 2022

 

N/A

 

N/A

 

 

16,035,710

 

 

 

10,562,345

 

Freestone Greenville

 

December 2023

 

N/A

 

N/A

 

 

20,049,570

 

 

 

6,997,573

 

Freestone Ladera

 

December 2023

 

N/A

 

N/A

 

 

17,097,624

 

 

 

11,187,209

 

Subtotal

 

 

 

 

 

 

 

 

63,097,433

 

 

 

37,691,041

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Commitments

 

 

 

 

 

 

 

$

378,050,905

 

 

$

197,891,863

 

(1)
The variable index interest rate components are subject to a floor of 0.27%.
(2)
Upon stabilization, the MRB will convert to a fixed rate of 8.0% and become subordinate to the other senior MRBs.
(3)
The borrowers may elect to extend the maturity date for a period ranging between six and twelve months upon meeting certain conditions, which may include payment of a non-refundable extension fee.
(4)
Upon stabilization, the MRB will convert to a fixed rate of 10.0% and become subordinate to the other senior MRBs of the borrower.
(5)
The interest rate will convert to a variable rate of Term SOFR + 3.35% on February 1, 2025.
(6)
The property became a consolidated VIE effective during the fourth quarter of 2021 (Note 3).
(7)
A development site has been identified for this property but construction had not commenced as of September 30, 2024.

Other Guaranties and Commitments

The Partnership has entered into 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 recapture and foreclosure. The Partnership’s maximum exposure is limited to 75% of the equity contributed by the limited partner to each limited partnership. No amount has been accrued for these guaranties because the Partnership believes the likelihood of repurchase events is remote. The following table summarizes the Partnership’s maximum exposure under these guaranty agreements as of September 30, 2024:

Limited Partnership(s)

 

End of Guaranty Period

 

Partnership's Maximum Exposure
as of September 30, 2024

 

 

Ohio Properties

 

2026

 

$

1,960,152

 

 

Greens of Pine Glen, LP

 

2027

 

 

1,470,582

 

 

In December 2022, the Partnership sold 100% of its ownership interest in The 50/50 MF Property to an unrelated non-profit organization. The buyer assumed two mortgages payable associated with the property and the Partnership agreed to provide certain recourse support for the assumed mortgages. The TIF Loan was paid off in June 2024, and the Partnership does not have exposure as of September 30, 2024. The mortgage support is in the form of a forward loan purchase agreement upon maturity of the mortgage. The reported value of the credit guaranties was approximately $321,000 and $343,000 as of September 30, 2024 and December 31, 2023, respectively, and are included within other liabilities in the Partnership's condensed consolidated balance sheets. No additional contingent liability has been accrued because the likelihood of claims is remote. The Partnership's remaining forward loan purchase agreement expires in 2027 and its maximum exposure as of September 30, 2024 was approximately $21.4 million.

The Partnership has entered into various forward loan purchase agreements associated with construction loans for its investments in unconsolidated entities. Under these agreements, the Partnership will purchase a loan from the construction lender at maturity of the construction loan, which is typically five to seven years from closing, if not otherwise repaid by the borrower entity. The Partnership has the right to cure any defaults under the construction loan agreement that otherwise could accelerate the maturity of the construction loan. In addition, if the Partnership is required to perform under a forward loan purchase agreement, then it has the right to remove the managing member of the borrower entity, take ownership of the underlying property, and either sell the property or obtain replacement financing. Certain forward loan purchase agreements are only effective upon the receipt by the property of a certificate of occupancy by the borrower entity while others are effective as of the construction loan closing. The Partnership has recourse to the managing member of the borrower entity and/or the project’s general contractor for those agreements that are effective prior to the receipt of a certificate of occupancy. Total construction loan balances associated with effective forward loan purchase agreements are $139.1 million as of September 30, 2024. The Partnership has not recorded any non-contingent or contingent liabilities related to the forward loan purchase agreements as such amounts are deemed minimal.