Greystone Housing Impact Investors LP (GHI) 2016 Q4 法說會逐字稿

At this time, I would like to welcome everyone to America First Multifamily Investors LP, NASDAQ ticker symbol ATAX, fourth quarter 2016 earnings conference call. During this presentation, all participants will be in a listen-only mode.

(Operator Instructions)

As a reminder, this conference call is being recorded. At this time, I would like to turn the conference call over to Craig Allen, Chief Financial Officer of the Company.

Thank you. Welcome to ATAX's fourth quarter 2016 earnings conference call. During the course of this call, comments we make regarding ATAX, which are not historical facts, are forward-looking statements and are subject to risks and uncertainties that could cause the actual future events or results to differ materially from those statements.

Such forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. And forward-looking statements can be identified by the use of words like may, should, expect, plan, intend, focus, and other similar terms. You are cautioned that these forward-looking statements speak only as of today's date. Changes in economic, business, competitive, regulatory, and other factors could cause our actual results to differ materially from those expressed or implied by the projections or forward-looking statements made today.

For more detailed information about these factors and other risks that may impact our business, please review our periodic reports and other documents filed from time to time by ATAX with the Securities and Exchange Commission. Our internal projections and beliefs upon which we base our expectations may change, but we will not necessarily inform you if they do. Today's discussion will include non-GAAP measures and will be explained during the call.

We want to make you aware that ATAX is operating under the SEC Regulation FD, and encourage you to take full advantage of the question-and-answer session that will follow our presentation. Thank you for your participation and your interest in ATAX, and I would now like to pass the call over to Chad Daffer, ATAX's Chief Executive Officer.

Thank you, Craig. Good afternoon, and welcome. Today I'd like to discuss with you the market events of 2016, achievement of ATAX's 2000 strategic goals, partnership financial results, spend a few minutes talking about 2017 at the end, and then turn it over for your questions.

2016 presented many interesting events for the market to digest, improving domestic labor markets, moderate expansion of our US economy, all leading to rises in the short-term rates for the first time in many, many years, ending with the election of our 45th President. I think volatility would be the consensus for both the debt and equity markets for 2016.

The equity market opened the year under pressure from events in China, continued weakness through the uncertainty with Brexit, and closing the year end with a very strong fourth quarter due to the presidential election, ending up 13% over year 2015. The debt market saw as much volatility as we have seen for many, many years dating back to 1994. The 10-year, for example, opened the year of 2016 at 2.26%, trading to a pre-election level of 1.4%, closing the year at 2.45% due to the events of the election.

Given the challenges of 2016, I'm pleased with the achievements of our strategic goals, such as repositioning the portfolio with the sale of our alternative investment bucket, sale of the mortgage-backed securities position in Q1, Pro Nova position in Q2, Arboretum in Q1, and Woodland Park in Q3. All the proceeds from the REITs from the sale of these positions that will be used to reinvest in our core discipline of multifamily housing in the months to come.

Our second goal for the year was to continue to access capital markets for the execution in low-cost capital and positive leverage programs for the bonds that we have in the portfolio. As an example, we closed on $40 million worth of ATAX Preferred Stock in 2016, leaving the balance of $60 million to be placed in the first quarters of 2017. This is a tremendous opportunity for us to raise low-cost, non-dilutive, non-voting capital for reinvestment of the ATAX platform for the benefit of our investors.

We also closed $150 million worth of Term A/B Trust financing of bonds in 2015. This is unique financing to the marketplace allowing us to be an alternative fixed rate solution to our tax exempt bonds securitization on a variable rate mode with Freddie Mac. This provides us with a 10-year fixed rate plan providing excellent leverage returns that would not stop being subject to mark-to-market for the next term. At this time, I'd like to turn it back to Craig Allen for the presentation of the 2016 financial results.

Thank you, Chad. What I'd like to do is take you through some of the fourth quarter highlights, remind you of some of the highlights for 2016, when taken as a whole, and then we'll talk about some transactions that we've been able to execute on in the first quarter of 2017. For the fourth quarter of 2016, we acquired 17 mortgage revenue bonds at a total of $110.3 million. Most of that activity happened, actually, in the month of December 2016.

We increased the investment of our equity investment in the Vantage product by about $5.9 million during Q4 of 2016, and we fully drew on our $40 million of unsecured line of credit with Bankers Trust, and we also executed on a new $20 million short-term secured line of credit. These lines of credit were used to acquire the mortgage revenue bonds in December of 2016.

As Chad mentioned, we were able to transact some Term A/B Trust securitizations, or some long-term financings. We were able to execute on five Term A/B Trusts with a value of about $39 million. What that provides ATAX with is a fixed rate, fixed term obligation, no mark-to-market, no posting of collateral. So, again, the advantage to ATAX is an insulation against further spread compression during a period of uncertain interest rates.

On a year-to-date basis, we acquired 22 mortgage revenue bonds with a value of $130.6 million. We invested approximately $19.5 million on a year-to-date basis on our three Vantage investment products. And, again, we've fully drawn on $60 million worth of our operating lines of credit.

We were successful in closing 17 Term A/B Trusts with a value of about $173.3 million, again, at a fixed rate with terms ranging from two to 10 years, no mark-to-market, and no posting of collateral. And, again, these Term A/B Trusts and the lines of credit have allowed to increase the value of our core assets that we've acquired, namely the mortgage revenue bonds and Vantage assets, as well, too. At December 31, 2016, we owned approximately $680.2 million of mortgage revenue bonds in 15 states located throughout the country.

In addition to that, we owned approximately $114 million of MF properties in six states located throughout the country. On a total asset basis, to give you an idea how our assets have grown year-over-year, on December 31, 2015 our total assets were approximately $868 million, and at December 31, 2016 that had increased about 8.9% to $944 million. Our mortgage revenue bond portfolio had increased from $584 million in 2015 to $680 million in 2016, an increase of almost 17%.

Now looking backwards, we've talked about a fine-tuning of our balance sheet and focusing on our core assets, namely the mortgage revenue bonds. If we go back to December 31, 2012, 35% of our total assets were comprised of mortgage revenue bonds. At December 31, 2016, that 35% has increased to 72% of our total asset base.

I'd like to spend just a couple minutes and talk to you a little bit about net book value of the Company. So our net book value is dependent on a couple of things: Number one, our equity, Number two, it is dependent upon the difference in equity being the difference between our assets and liabilities. It is dependent upon the marks, or each quarter and each year end we mark to fair market value the assets and our balance sheet, and then, finally, it's the earnings of the fund itself. As we've talked about on previous calls, our net book value per unit can fluctuate quarter-to-quarter depending upon interest rates and the movements in those interest rates.

And Chad spoke a little bit about the movements that we've seen in the 10-year Treasury just over the last year. So to give you an idea how our net book value has moved, on December 31, 2015 our net book value was $5.20. On December 31, 2016, our net book value was $4.65.

Now to give you some idea how that's moved during the years, we've been as high as $6.52 on June 30, 2016, moving down to $5.88 in September. Now one thing I'd like to point out, though, is that our equity is impacted by the marks, not the performance of the underlying assets that make up those assets.

So the mortgage revenue bonds we will mark each quarter and may cause our equity position to rise or to fall, but it will not, again, impact the underlying performance of the properties or the cash flows, or our ability to generate net income as well, too. So the change in the book value can move quarter-to-quarter, but the underlying cash flows remain strong.

So we will be sensitive to changing interest rates, but what we've done is we've limited the spread compression that can take place in a changing interest rate environment. Our net income, basic and diluted, per unit was $0.34 in 2016 and $0.34 in 2015. In 2016 versus 2015, our total revenue was relatively flat at about $60 million.

Our CAD, or cash available for distribution, we talk about this each quarter and we measure that as a means by which to earn our distribution, if you will. Our CAD for 2016 was $0.50 versus $0.53 in 2015. The changes in the CAD were due to a couple things. Number one, we reported some contingent interest on the sale of our consolidated VIEs in the fourth quarter of 2015, and that was approximately $4 million. And that contingent interest did not repeat itself, or that transaction did not repeat itself in 2016.

And also we felt some effect from the upward movement on interest rates as well, too, although I will say during 2016, through our Term in A/B Trusts we've been able to lock in at a fixed rate those interest rates going forward, and decrease the effect of interest rate spread compression. So the impacts to the CAD that we felt, acquisition of mortgage revenue bonds that we've discussed has had a positive impact on our CAD results for this year, our investment in our Vantage assets, the MF property sales and an acquisition that we transacted in September of 2016.

As Chad mentioned, the availability of low-cost, non-dilutive financing has been very important for us, becoming fully leveraged in our balance sheet. The sale of the consolidated VIEs in 2015, while they did not -- while that did not repeat itself in 2016, was still a positive impact where we were able to redeploy and reinvest the proceeds from that sale. And then, again, fixed term financing. At this point, I'd like to turn it over to Chad again for some closing remarks.

Thank you, Craig. While I'm pleased about the execution of 2016, I still feel that we can do better. Delivering and earning the $0.50 dividend while growing assets under management, and diversifying the credit portfolio, I'm optimistic about 2017 and the opportunities that it has.

We look to follow through with of the completion of our Preferred Stock offering, and we look to continue to execute on the Term A/B Trust when available. While navigating the proposed tax cuts, rising interest rate environment, proposed changes in regulatory environment, we're excited about our opportunities and how they're going to take us through the year of 2017. We will remain disciplined in the execution of our strategy for the benefit of your investors.

Thank you again for your support of our Company. I will look forward to speaking with you in the months to come. And at this time, I would like to take your questions.

Thank you.

(Operator Instructions)

David Walrod from JonesTrading.

Hi. Good afternoon, everyone.

Good afternoon, David.

I just want to talk about the preferred issuance a little bit. Can you -- I guess you say you plan to continue -- can you give us some idea of the pace you expect to get to the $100 million was a little slower than what you had previously guided?

That's exactly correct. I feel that we've had an opportunity through the offering of the $100 million of the Preferred Stock and in the event that we would of been flexible on our terms or our pricing that we could've placed it two or three times. We stayed very disciplined and would not provide any institutional investor with a side letter.

Even with the volatility in the market, we stayed very firm on our pricing, and for that reason, it's taken longer than what we anticipated. I think you saw the press release this morning, David, that we've added to a second position for PNC Bank. We currently have about $50 million, plus or minus, left that needs to be place. We have a handful of banks that are currently in some form of underwriting, due diligence, credit approval. I'm pretty confident that we will have the balance placed between now and the end of the second quarter. But we've -- it has taken longer than we'd like because of our disciplined approach to deployment.

Okay, great. Can you talk a little bit about the pipeline of MF property sales?

I can. The pipeline remains strong. We continue to have some growth of the relationships with some of the upper tier developers. Right now, I think that we're looking to do another couple hundred million dollars in originations. I think in the past, we probably could've done more and had a much higher velocity of growth if we would of been a little bit more relaxed on our credit underwriting and our selection of our development partners.

But right now the opportunities aren't as probably -- the bigger question in my mind is changes in the yield curve and how that affects the ability for multifamily housing development of to be done through the balance of the year. Our program and our people have been very well received in the marketplace from the developer borrowers. If the yield curve cooperates and we can deliver the cost of borrowing that is acceptable to them, I think our people and our process and our product will be well received, as it has in the past, it's just -- at the end of the day for the larger projects it comes down to cost of borrowing.

Okay. Thank you very much.

Thank you.

Thank you. John [Baung] as a private investor.

Good afternoon, gentlemen. First a comment, then a couple questions here. As a long-term unit holder since 2010, I've personally got over 200,000 units, I want to compliment management on the high tax for yield and the low interest rate environment.

I know you guys strive pretty hard to maintain that distribution which is pretty much appreciated. Also I liked the presentation of CAD computation right up front in the press release. Onto the first question, the knock against ATAX in a rising interest rate environment, is that your long-term bond investments will depreciate faster than you can replace them with current yielding bonds, but you were effectively a bank with a borrow short and a lend long business model and banks have been appreciating in value lately in anticipation of a rising interest rate background. So what is it?

How will the Fed's forecasted three discount rate increases in 2017 impact ATAX, especially EPU and CAD? I know you supplied charts in the 10-K, but aren't you a little bit hedged right there? So as you look forward in 2017, with a rising interest rate environment, what's some of the comments regarding the impact to EPU and CAD? Thank you.

Thank you for the question. I think it's a two-part question. Globally, I think we shared with the investors in the past that in the event that interest rates go to a level where we can no longer add to the portfolio through the acquisition of multifamily housing bonds that we would go to the sideline and clip coupons.

The difference between us and the bank, you're exactly right in that we will borrow short and [live] long. The difference is that we don't have to do deals in the event that the deal is no longer accretive to the current distribution. So that's the global message I think we've always shared and the strategy that we play -- to execute for the investors in the past.

As far as at the cash flow level, your question is, what will happen in the change of an interest rate environment or a change in the yield curve? That's a two-part question, as well. One, how does it affect the cash flow and the evaluation of the bonds that are currently in the portfolio, what happens to our ability to manage spread compression from the time we originate the bonds until they go to the securitization program and lock the spread between the leverage and the coupon?

The first question is, as I understand it, sir, is that the bonds that we have in the tax exempt bond securitization M24, M31, M33, as a requirement of Freddie Mac, all have interest rate caps placed on them to manage, in the event that we have a rise in the short-term rates on our variable rate mode financing that we will have interest rate caps kick in and fund the delta between the loss of income from the higher interest rates on the short end of the curve and the cost of our leverage.

So hopefully, we have tried to mitigate that scenario as well as we can through the use of interest rate caps. The other question -- the other part of that same question, as I understand it, and correct me if I'm wrong, is that one of the many risks that we look to try and mitigate is that the time from when we raise the equity, either preferred or common, we buy bonds and leverage them into a fixed -- either a fixed rate or variable rate securitization program, locking the spread between the cost of the debt and the coupon for the benefit of our investors is one of the biggest risks that we have.

In order to mitigate that, we've -- 10 years ago -- to pick back a date, and I'm just using that as a date. It could've been as long as two years from the time that we've raised common equity, bought a bond, warehoused the bond, completed stabilization and construction and then put it into a securitization program. With the Term A/B Trust, we've shortened that to where we bought bonds on Wednesday and then put the bonds into a Term A/B Trust on Thursday, mitigated construction and stabilization risk for the leverage program through a guarantee from ATAX.

And I think that has -- that speaks well of our credit history and our ability to source deals, select the right properties, underwrite the credit and do it with the right partners and that we've evolved the platform to where we can take two years of risk of spread compression out of the equation and deliver it to the investors. So those are two great questions. It's what we try to manage everyday here in the office, but it's changed a lot for the benefit of you folks over the last five, six years. Did I answer all your questions? I want to make sure I did a good job.

Yes. It was very thorough. Thank you. Second, ATAX is fairly levered right now, id est, at 65% going to 70%. Obviously, your lending on real estate that itself is fairly encumbered with the debt. So therein lies the risk with ATAX, as I see it, with the additional units of the preferred units, albeit a low fixed a dividend, that may slightly subordinate the common units. How does management view the ideal leverage percentage and why are you going to 70% from 65%?

Yes. The short answer is that we look to identify an aggregate risk target for leverage. It has to do with the underlying bonds, where they're at in the evolution of the underlying project, and what's the current risk profile and how are they performing? We have some properties that are going through a restructuring, just not many think -- the sale has no leverage on it.

We're going through a restructuring there for a number of reasons we can talk about later, we have no leverage. The reason is the risk profile on that underlying asset is not such that we feel comfortable with leverage. Now the projects that have been stabilized, rehabbed or constructed, stabilized and seasoned the financials where we have high confidence of their performance going forward, we feel like we can increase the leverage to maybe 90% on those.

The new Term A/B Trust where you have no subject -- you are not subject to a fractured variable rate market and/or subject to interest rate increases, with the fixed rate term we feel comfortable taking that leverage from 70% to 85%, that includes we have no mark-to-market on these assets. So we're in a fixed rate solution for 10 years, with no mark-to-market. The inherent risks of that bond financing program is much less for those reasons.

That's the reason why we approached the Board that on certain assets we are ready -- we're willing to raise the leverage on those -- fully constructed, fully (inaudible) assets to 85% or 90% and bringing the aggregate up from 65% to 70%. It's all a function of the underlying credit worthiness of the project that's inherent in the bonds, that's inherent to the leverage program. And so they are all interrelated based on the credit profiles of the underlying dirt and improvements.

John, this is Craig. I think one of the things I can add to what Chad has said too, and maybe to expand upon your question a little bit, we had about $60 million of line of credit that variable rate product at the end of the year that was outstanding. What we've done in the first quarter of 2017 is paid the $60 million line of credit in full with the proceeds from the 19 Term A/B Trusts.

So we locked in almost $170 million of fixed rate financing and eliminated variable rate debt in doing so. In addition, we've spent about $60 million to acquire six additional mortgage revenue bonds, as well, too. So, again, that -- those are things that we've done over the last two months of 2017 to try to mitigate some of that spread compression, as well.

Very good. And if I could finish with, I know you just touched on it regarding book value, which seems to be a little bit elastic when you have those mark-to-markets as you -- so when I look at the kind of place and the fair value of the BUCs with a rising interest rates, it does tend to slam the net book value, but it really doesn't have that much impact on, unnecessarily, EPU or CAD.

So how does management view fair value, I guess, for the valuation of the units and another like coda right there would be will the sale of the Northern View multifamily property be accretive to CAD this year? And that's it for me. Thank you.

A couple questions there, I think, and one has to do with how does management look at fair value?

Yes.

And how does the sale of the Northern View asset be accretive to CAD for 2017?

Yes.

The value discussion is usually two parts. One is, how does Craig satisfy fair disclosure on a conservative basis with our Qs and our Ks to investors like yourself? I don't want to speak for you, Craig, but it's a combination of market indications, present value -- discounted cash flows, present value models, models from our third-party auditor, models from pricing from a gentleman that helps us with our risk management, and hedging. And so it's a combination of a number of inputs that allow us to disclose what we feel is a conservative number. I'm always on the market side, wanting to know where is the market in relationship to the asset?

Where is the market going in relationship to an interest rate call? And so I'm more on the market side. Hopefully, I have a decent -- hopefully, history will tell us that we've rode the cycles for a positive exit of certain positions, and I think our history will show that.

Thank goodness I've had time on my side, that we could do that. But I'm going to be the one that's going to be managing the trading of the assets in the portfolio based on market valuation as I see in the market based on hard comps in the marketplace. Craig will approach it from a fairness of disclosure and a conservative pricing model, and that's how we get to each one of the assets. It's probably -- I wish it was more complicated than that and I had a big sophisticated answer for you, but it really is that simple. Craig, am I --

Yes, no, that's correct. We are required, as you know, to disclose fair market value based upon Generally Accepted Accounting Principles. And, again, it approximates a fair market value, but may not necessarily reflect what a willing buyer and a willing seller are willing to transact at. And that's where understanding the market, the market comps, that's where I think we have an advantage because we have a full real estate platform that's vertically integrated, all the way from design to construction monitoring, to property management.

We walk every piece of property before we buy it, and a GAAP model does not reflect that, it doesn't reflect that full-service vertically integrated platform. So we look at this very holistically. In the Ks and the Qs, obviously, we disclose on based upon what Generally Accepted Accounting Principles indicate that we need to report. And the second part of your question on -- was will the sale of Northern View be accretive? We anticipate closing Northern View in Q1, and the short answer to the question was -- would be, we believe that the transaction will be accretive upon closing.

Just a quick data point on the evolution of Northern View position. This was an asset that we acquired an LP/GP interest many years ago when we couldn't buy anything else because of valuations we thought were on -- way too high. We understood the GP/LP transaction unlike a lot of folks.

I acquired the asset knowing that at some point in time through year 2015 that we would have a land and improvement across the street from the University. I felt the University was underserved with their on-campus student housing. We've took the LURA and the tax exempt bonds back to the issuer, collapsed the bonds through a qualified contract with the state agency, and then converted it from a by-unit affordable housing property to a by-the-bed student housing property.

Seasoned financials under the new execution of the asset and took it to market for a public sale that we hope will close here in the next weeks to come in the first quarter. If things close on what we believe to be advertised to us, it'll be a positive event for CAD, and hopefully here in the next week or so, we'll be able to share a press release with the investment group here to get -- to evaluate how we did.

Very good. Thank you, gentlemen, looking forward to a good 2017.

Thank you.

Thank you, as well.

Thank you. Ben Chittenden from Oppenheimer.

Hey. Good afternoon, guys. Thank you for taking my questions.

Good afternoon, Ben.

Good afternoon. So can I start just with the property revenue line. I know that that strategy has shifted a little bit over time, sort of the managed units grew pretty substantially from, let's call it, 2010 through 2015, kind of peaked out, came down a little bit on the second and third quarter.

But now we've seen the fourth quarter tick back up. Is that back in growth mode? I guess, what is the strategy for the managed units going forward?

I think, at the core is the opportunities that we see and how we can grow the assets under management on an accretive basis, Ben. It's that simple. Right now, we're in a growth mode under that asset class for the opportunities that are being presented to us. That's our core discipline, we like the credit profile.

As you know, in the LPA it provides us with a 75% first mortgage bucket and a 25% of assets under an alternative asset bucket. We think we understand the credits and that are inherent in the alternative positions. Multifamily is the core discipline that we've done here for 30 years, all over the country. We've got asset management, property management, development, financial structuring. And so we can leverage the history and the asset of the firm to execute our core discipline on multifamily. And when the opportunities are there, that's always going to be our first choice.

Okay. That's helpful. And then just in terms -- and I think Craig actually answered this in one of the prior questions -- but the strategy around the line of credit is basically just so you can quickly close things and then turn them into sort of longer-term finances assets or --

Right.

Okay.

No, that's correct, Ben. We utilized the $40 million unsecured line for just that, a short-term means by which to invest and until we are able to lock that in to a longer-term funding source.

As you know, Ben, sometimes time is a function of price, and if we can move quickly, we can negotiate a better price and terms. And so we always like to have some dry powder in order to pursue an opportunity on a very short timeline.

Makes a lot of sense. Makes a lot of sense. And then, I guess, my final one is just leverage from G&A. That's grown pretty rapidly over at least the past two years. There's always some growth just given the asset size. But is there any room for additional leverage to kind of pare down the growth there? Is there something inherent in the line item that it's just going to continue to grow the way it's been growing?

No. I think that growth is -- it's something that we always take a look at. I think you will see that grow gradually with the volume, either the volume of investment activity, or the volume of sale activity. It's something we watch fairly closely. But that will move with the activity throughout each quarter and the year, though.

Is there sort of a core underlying amount that we can think about from a modeling perspective going forward? Or it's hard to kind of give guidance around that?

I think that's a little bit hard right now to give guidance on that. It's not something we really do. I think if you take a look at Q4, Q4 we -- the activity that took place in Q4 were really core asset type transactions on the investment side, the mortgage revenue bonds side, on the funding side, as well, too. I think, if you extrapolate that out going forward, and assuming normal activity takes place, within a narrow band, we're probably pretty close.

Okay. Thank you.

It's a fine line, Ben, as you know, between given guidance and sharing non-public information. If you have assumptions that you've made in your model we'd be happy to review them and provide you some feedback, if you would like.

Okay. Thanks.

(Operator Instructions)

Michael Peterson from Peterson Wealth Management.

Good work, gentlemen. I just had a -- you've covered it fairly well here, but could you give a little more color to the Term A/B bond financing that you did last year? Are those $10 million -- you have got 17 of them out, it's $173 million. How quickly you can put those together and who is on the other side of that transaction?

Yes, Mike. This is -- good question. This has to do with our ability to provide the platform to an alternative fixed rate solution to our TEBS. This was an effort that was undertaken a couple of years ago. We all know there was a greater threat of rising interest rates at that time.

I think it's -- from where we put the trade on back in September 2016 to now, it's printing positive returns for us. This is much like any other trust transaction. We put bonds into trust, we bifurcate the cash flows, Deutsche Bank buys the A bonds for their investment on their portfolio, we take back the residual receipts, and all excess cash flow flows to the residual receipt B bond holder for ATAX.

It's fixed rate, 10 years, we have leverage returns north of 18%, and it's not subject to mark-to-market. So it's an excellent transaction for investors. We are fortunate to have our partners at Deutsche Bank work with us in executing this trade, and we'll look, when the adequate size is available for us to do additional financings under this structure and we still think that the fixed rate solution is the optimal approach given on our beliefs on interest rates, that's the direction we will go.

Are those new to you over the last couple of years? Or when was the first time you went that route?

It was new to us back in September of 2016 when we executed the first one. And I don't -- I'm not familiar with how new it was to the marketplace, but I think it was somewhat creative in providing us with a low cost solution to a variable rate mode that we would achieve through Freddie Mac.

Okay. And the final question, I don't have the share count right in front of me, but I assume that you are done with the share repurchase program? I think it was 272,000 shares and change, and then when you combine that with the RUAs, how are the RUAs -- those are vested three months to three years -- so is that 238,000 block of those -- so is the share count fairly similar to what it was a year ago, or last August?

Sure. So the first part of your question is, yes, the RUA program that we commenced last year is finished. That's been fully repurchased. Back in September of 2015, the unit holders approved a consent solicitation statement that, in essence, said we have the ability to either issue new or repurchase up to 3 million units over time.

We have elected, at least last year in 2016, to repurchase units in the open market for the equity incentive plan. Those units were awarded anywhere from three months to three years. They are time-based. Those were awarded in 2015.

There were a portion that did vest at the end of 2016. And that's why you'll see the difference between our $60 million and 252,000 units at the end of 2015, and the $60 million,182,000 at the end of 2016. So the remainder will vest over the next two years, December 31, 2017 and 2018. But, yes, we are fully done and closed on that.

Okay. Appreciate the good work.

Thank you.

Thank you.

Thank you. If no further questions, I'd like to say, ladies and gentlemen, thank you for participating in today's conference. This concludes today's program. You may all disconnect. Everyone, have a great day.