Transactions with Related Parties

9 Months Ended

Sep. 30, 2019

21. Transactions with Related Parties

Effective September 10, 2019, Greystone acquired all of the issued and outstanding partnership interests of AFCA 2, at which time Burlington and its affiliates ceased to be related parties of the Partnership. The disclosures herein related to Burlington and its affiliates only reflect transactions that occurred through September 9, 2019.

The Partnership incurs costs for services and makes contractual payments to AFCA 2, the general partner of AFCA 2, and their affiliates. The costs are reported either as expenses or capitalized costs depending on the nature of each item. The following table summarizes transactions with related parties that are reflected in the Partnership’s condensed consolidated financial statements for the three and nine months ended September 30, 2019 and 2018:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Partnership administrative fees paid to AFCA 2 ⁽¹⁾	$	914,000	$	940,000	$	2,714,000	$	2,789,000
Property management fees paid to an affiliate ⁽²⁾		28,000		49,000		101,000		147,000
Reimbursable franchise margin taxes incurred on behalf of unconsolidated entities ⁽³⁾		12,000		-		44,000		-

(1)

The General Partner of the Partnership, AFCA 2, is entitled to receive an administrative fee from the Partnership equal to 0.45% per annum of the outstanding principal balance of any of its MRBs, property loans collateralized by real property, and other investments for which the owner of the financed property or other third party is not obligated to pay such administrative fee directly to AFCA 2. The disclosed amounts represent administrative fees paid or accrued during the periods specified and are reported within general and administrative expenses on the Partnership’s condensed consolidated statements of operations.

(2)

An affiliate of AFCA 2, Burlington Capital Properties, LLC (“Properties Management”), provides property management, administrative and marketing services for the MF Properties (excluding Suites on Paseo). The property management fees are reported within real estate operating expenses in the Partnership’s condensed consolidated statements of operations.

(3)

The Partnership pays franchise margin taxes on revenues in Texas related to its investments in unconsolidated entities. Such taxes are paid by the Partnership as the unconsolidated entities are required by tax regulations to be included in the Partnership’s group tax return. The Partnership is then reimbursed for franchise margin taxes paid on behalf of the unconsolidated entities.

AFCA 2 receives fees from the borrowers of the Partnership’s MRBs for services provided to the borrower and based on the occurrence of certain investment and debt financing transactions. These fees were paid by the borrowers and are not reflected in the Partnership’s condensed consolidated financial statements. The following table summarizes transactions between borrowers of the Partnership’s MRBs and affiliates for the three and nine months ended September 30, 2019 and 2018:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Non-Partnership property administrative fees received by AFCA 2 ⁽¹⁾		9,000		17,000	$	27,000	$	60,000
Investment/mortgage placement fees received by AFCA 2 ⁽²⁾		-		1,189,000		822,000		2,787,000
MRB redemption administrative fee received by AFCA 2 ⁽³⁾		-		114,000		-		114,000

(1)

AFCA 2 received administrative fees directly from the owners of certain properties financed by certain MRBs held by the Partnership. These administrative fees equal 0.45% per annum of the outstanding principal balance of the MRBs. These amounts represent administrative fees received by AFCA 2 during the periods specified.

(2)	AFCA 2 received placement fees in connection with the acquisition of certain MRBs and investments in unconsolidated entities.

(3)	AFCA 2 received a one-time administrative fee related to early redemption of the Lake Forest MRB from the property in September 2018.

In addition, Properties Management provided services to seven of the properties collateralizing MRBs of the Partnership and one of the Partnership’s investments in unconsolidated entities. These property management fees are paid out of the revenues generated by the respective property prior to the payment of debt service on the Partnership's MRBs and property loans, as applicable, and the construction loan for the unconsolidated entity. Properties Management ceased to be a related party effective September 10, 2019.

The Partnership reported receivables due from unconsolidated entities and affiliates totaling approximately $29,000 and $77,000 as of September 30, 2019 and December 31, 2018, respectively. These amounts are reported within other assets on the Partnership’s condensed consolidated balance sheets. The Partnership had outstanding liabilities due to related parties totaling approximately $599,000 and $330,000 as of September 30, 2019 and December 31, 2018, respectively. These amounts are reported within accounts payable, accrued expenses and other liabilities on the Partnership’s condensed consolidated balance sheets.