atax-8k_20200506.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2020

 

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-24843

47-0810385

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

14301 FNB Parkway, Suite 211,

Omaha, Nebraska

 

68154

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (402) 952-1235

Not Applicable

(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 (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 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 2.02.  Results of Operations and Financial Condition.

 

 

On May 6, 2020, America First Multifamily Investors, L.P. (the “Partnership”) issued a press release announcing its financial results for the first quarter of 2020.  A copy of the Partnership’s press release announcing these financial results is attached as Exhibit 99.1 hereto and is incorporated by reference into this report.  The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 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 Section 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

 

Description

99.1

 

Press Release dated May 6, 2020.


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.

 

 

 

 

Dated: May 6, 2020

  

By:

/s/ Jesse A. Coury

 

 

 

Printed: Jesse A. Coury

 

 

 

Title: Chief Financial Officer

 

 

atax-ex991_6.htm

 

Exhibit 99.1

 

PRESS RELEASEFOR IMMEDIATE RELEASE

Omaha, Nebraska

 

May 6, 2020

 

CONTACT:Jesse Coury

Chief Financial Officer

(855) 428-2951

 

America First Multifamily Investors, L.P. Reports Total Revenues of $13.7 Million in First Quarter 2020

 

Omaha, Nebraska – On May 6, 2020, America First Multifamily Investors, L.P. (NASDAQ: ATAX) (the “Partnership” or “ATAX”) reported the following results:

 

As of and for the three months ended March 31, 2020:

 

 

Total revenues of approximately $13.7 million,

 

Net income, basic and diluted, of $0.04 per Beneficial Unit Certificate (“BUC”),

 

Cash Available for Distribution (“CAD”) of $0.05 per BUC,

 

Total assets of $977.5 million, and

 

Total Mortgage Revenue Bond (“MRB”) investments of approximately $761.1 million.

 

The Partnership reported the following notable transactions during the first quarter of 2020:

 

 

Sale of the Public Housing Capital Fund Trust (“PHC”) Certificates for approximately $43.3 million,

 

Additional Investments in unconsolidated entities of approximately $10.3 million,

 

Redemption of one MRB for approximately $3.1 million, and

 

Refinancing of two Mortgages Payable with total principal of approximately $26.7 million.

 

In April 2020, the Partnership terminated its debt financing arrangements with Deutsche Bank AG (“Deutsche Bank”) and entered into replacement debt financing arrangements with Mizuho Capital Markets LLC (“Mizuho”). The Partnership also terminated its Master Trust Agreement with Deutsche Bank and is no longer subject to its financial and non-financial covenant provisions.  In addition, the Partnership extended the maturity dates of its existing debt financing arrangements with Mizuho to mid-2021.

 

“The spread of COVID-19 has caused significant market volatility and operational disruptions across a variety of industries, including affordable and market rate multifamily housing,” said Chad L. Daffer, Chief Executive Officer of the Partnership. “As the impacts of COVID-19 are rapidly evolving, we are continually assessing the impacts on our operations, liquidity, and the performance of our investments as information becomes available. We continue to be fully operational and are focused on navigating these uncertain times in the best interest of our unitholders.”

 

 

 


 

 

Disclosure Regarding Non-GAAP Measures

 

This report refers to Cash Available for Distribution (“CAD”), which is identified as a non-GAAP financial measure.   We believe CAD provides relevant information about our operations and is necessary, along with net income, for understanding our operating results.  Net income is the GAAP measure most comparable to CAD.  There is no generally accepted methodology for computing CAD, and our computation of CAD may not be comparable to CAD reported by other companies.  Although we consider CAD to be a useful measure of our operating performance, CAD is a non-GAAP measure and should not be considered as an alternative to net income that is calculated in accordance with GAAP, or any other measures of financial performance presented in accordance with GAAP.  See the table at the end of this press release for a reconciliation of our net income as determined in accordance with GAAP and our CAD for the periods set forth.

 

 

Earnings Webcast/ Conference Call

 

The Partnership will host a Webcast/Earnings Call for Unitholders on Thursday, May 7, 2020 at 4:30 p.m. Eastern Time to discuss the Partnership’s First Quarter 2020 results.  Participants can access the First Quarter 2020 Earnings Conference Call in one of two ways:

 

 

Webcast link: https://edge.media-server.com/mmc/p/rv9fpr6x for registration on Thursday, May 7, 2020, approximately 30 minutes prior to the start of the earnings call, or

 

 

Participants may dial 1-855-854-0934, (International Participants may dial 1-720-634-2907), Conference ID# 5775663 ten minutes before the earnings call is scheduled to begin, to listen to the audio portion only.

 

Following completion of the earnings call, a recorded replay will be available on the Partnership’s Investor Relations website at www.ataxfund.com.

 

 

About America First Multifamily Investors, L.P.

 

America First Multifamily Investors, L.P. was formed on April 2, 1998 under the Delaware Revised Uniform Limited Partnership Act for the primary purpose of acquiring, holding, selling and otherwise dealing with a portfolio of mortgage revenue bonds which have been issued to provide construction and/or permanent financing for affordable multifamily, student housing and commercial properties. The Partnership is pursuing a business strategy of acquiring additional mortgage revenue bonds and other investments on a leveraged basis.  The Partnership expects and believes the interest earned on these mortgage revenue bonds is excludable from gross income for federal income tax purposes.  The Partnership seeks to achieve its investment growth strategy by investing in additional mortgage revenue bonds and other investments as permitted by the Partnership’s Amended and Restated Limited Partnership Agreement, dated September 15, 2015, taking advantage of attractive financing structures available in the securities market, and entering into interest rate risk management instruments.  America First Multifamily Investors, L.P. press releases are available at www.ataxfund.com.

 

Safe Harbor Statement

 

Certain statements in this press release are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995.  These forward-looking statements generally can

 


 

be identified by use of statements that include, but are not limited to, phrases such as “believe,” “expect,” “future,” “anticipate,” “intend,” “plan,” “foresee,” “may,” “should,” “will,” “estimates,” “potential,” “continue,” or other similar words or phrases.  Similarly, statements that describe objectives, plans, or goals also are forward-looking statements.  Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Partnership.  The Partnership cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied, or projected by such forward-looking statements.  Risks and uncertainties include, but are not limited to: general economic conditions, including the current and future impact of the novel coronavirus (COVID-19) on business operations, employment, and government-mandated mitigation measures; current maturities of the Partnership’s financing arrangements and the Partnership’s ability to renew or refinance such financing arrangements; defaults on the mortgage loans securing the Partnership’s mortgage revenue bonds; the competitive environment in which the Partnership operates; risks associated with investing in multifamily and student residential properties and commercial properties; changes in interest rates; the Partnership’s ability to use borrowings or obtain capital to finance its assets; recapture of previously issued Low Income Housing Tax Credits in accordance with Section 42 of the Internal Revenue Code; geographic concentration within the mortgage revenue bond portfolio held by the Partnership; appropriations risk related to the funding of federal housing programs; changes in the Internal Revenue Code and other government regulations affecting the Partnership’s business; and the other risks detailed in the Partnership’s SEC filings (including but not limited to, the Partnership’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K).  Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

 

If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the developments and future events concerning the Partnership set forth in this press release may differ materially from those expressed or implied by these forward-looking statements.  You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document.  We anticipate that subsequent events and developments will cause our expectations and beliefs to change.  The Partnership assumes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws.

 


 


 

Cash Available for Distribution (“CAD”)

 

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 months ended March 31, 2020 and 2019.  

 

(Unaudited)

 

For the Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Net income

 

$

2,981,757

 

 

$

6,451,813

 

Change in fair value of derivatives and interest rate derivative

   amortization

 

 

(25,201

)

 

 

306,591

 

Depreciation and amortization expense

 

 

709,438

 

 

 

820,808

 

Reversal of impairment on securities (1)

 

 

(1,902,979

)

 

 

-

 

Provision for credit loss

 

 

1,357,681

 

 

 

-

 

Amortization of deferred financing costs

 

 

358,908

 

 

 

361,305

 

RUA compensation expense

 

 

39,068

 

 

 

184,184

 

Deferred income taxes

 

 

(30,921

)

 

 

(40,692

)

Redeemable Series A Preferred Unit distribution and accretion

 

 

(717,763

)

 

 

(717,763

)

Tier 2 Income distributable to the General Partner (2)

 

 

80,501

 

 

 

(753,025

)

Bond purchase premium (discount) amortization (accretion), net

   of cash received

 

 

(13,806

)

 

 

(38,952

)

Total CAD

 

$

2,836,683

 

 

$

6,574,269

 

 

 

 

 

 

 

 

 

 

Weighted average number of BUCs outstanding, basic

 

 

60,754,179

 

 

 

60,426,177

 

Net income per BUC, basic

 

$

0.04

 

 

$

0.08

 

Total CAD per BUC, basic

 

$

0.05

 

 

$

0.11

 

Distributions declared, per BUC

 

$

0.125

 

 

$

0.125

 

 

(1)

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.

 

(2)

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 due to the General Partner.  

 

For the three months ended March 31, 2020, Tier 2 income was due to the gain on sale of the PHC Certificates, net of prior impairments recorded. For the three months ended March 31, 2019, Tier 2 income consisted of $3.0 million of contingent interest realized on redemption of the Vantage at Brooks, LLC property loan.