What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-05-06 compared with 2021-11-08 · 74 added, 119 removed, 214 unchanged (47% of the section changed)

6 unchanged sentences

We expressly disclaim any responsibility to update our forward looking statements, whether as a result of new information, future events or otherwise.

Accordingly, investors should use caution in relying on past forward looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Accordingly, investors should use caution in relying

on past forward looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Since the Partnership’s long-term goals include the acquisition of additional properties, a portion of the proceeds from the refinancing and sale of properties is reserved for this purpose.

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The Partnership will consider refinancing existing properties if the Partnership’s cash reserves are insufficient to repay existing mortgages or if the Partnership needs additional funds for future acquisitions.

More than one year has passed since we became aware of the current outbreak of COVID- 19, a novel strain of coronavirus.

More than two years has passed since we became aware of the current outbreak of COVID- 19, a novel strain of coronavirus.

The World Health Organization declared a global pandemic on March 11, 2020.

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The local colleges and universities returned to campus in September 2021 and the rental market improved significantly as students returned to the area.

Vacancy rates for the Partnership’s residential properties as of November 1, 2021 were 2.5% as compared with a vacancy rate of 8.3% as of November 1, 2020.

The vacancy rate for the Joint Venture properties as of November 1, 2021 was 2.8%, as compared to 22.8% for the same period last year.

On February 24, 2022, Russia began an invasion into Ukraine.

In response, nations from around the world have placed sanctions on Russia in an attempt to cripple its economy.

There is no way to predict how this conflict and the Russian sanctions will affect both the global and local economies.

If there is a downturn in the economy and significant inflation to the cost of energy, goods and service, there may be material adverse effects to our business, results of operations, cash flows, and financial condition.

Vacancy rates for the Partnership’s residential properties as of May 1, 2022 were 2.0% as compared with a vacancy rate of 6.2% as of May 1, 2021.

The vacancy rate for the Joint Venture properties as of May 1, 2022 was 0.6%, as compared to 9.2% for the same period last year.

The current vacancy rates are in line with those experienced prior to the Pandemic.

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Rental activity has been strong as we moved from spring to summer and all indications are that we will have low vacancy rates for the balance of the year.

During the third quarter of 2021, rents increased on average of 2.7% for renewals and increased on average of 1.3% for new leases.

For the balance of 2021, management expects some softening of the local real estate market as we move into the slower winter rental season.

For the third quarter of 2021, consolidated revenue increased by 5.3%, operating expenses increased by 4.0% and Income before Other Income (Expense) increased by 10.0%, as compared to the third quarter of 2020.

During the first quarter of 2022, rents increased on average of 4.9% for renewals and increased on average of 11.2% for new leases.

For the balance of 2022, management expects a strong rental market with continued rent growth.

For the first quarter of 2022, consolidated revenue increased by 9.9%, operating expenses increased by 9.5% and Income before Other Income (Expense) increased by 11.3%, as compared to the first quarter of 2021.

On July 31, 2014, the Partnership entered into an agreement for a $25,000,000 revolving line of credit.

1 unchanged sentence

The agreement originally expired on July 31, 2017, and was extended until October 31, 2020.

The costs associated with the line of credit extension in 2017 were approximately $128,000.

The costs associated with the line of credit extension were approximately $128,000.

Prior to the line’s expiration in 2020, the Partnership exercised its option for a one-year extension until October 31, 2021.

The Partnership paid an extension fee of approximately $37,500 in association with the extension

On October 29, 2021, the Partnership closed a three year extension until October 29, 2024.

See Note 17 to the consolidated financial statements, Subsequent Events, for details.

On March 31, 2020, Nera Brookside Associates, LLC (“Brookside Apartments”), entered into a Mortgage Note with KeyBank National Associates (“KeyBank”) in the principal amount of $6,175,000.

Interest only payments on the Note are payable on a monthly basis at a fixed interest rate of 3.53% per annum, and the principal amount of the Note is due and payable on March 31, 2035.

The Note is secured by a mortgage on the Brookside apartment complex located at 5-12 Totman Drive, Woburn, Massachusetts pursuant to a Mortgage, Assignment of Leases and Rents and Security Agreement dated March 31, 2020.

The Note is guaranteed by the Partnership pursuant to a Guaranty Agreement dated March 31, 2020.

Brookside Apartments used the proceeds of the loan to pay off an outstanding loan of approximately $2,390,000, with the remaining portion of the proceeds were added to cash reserves.

In connection with this refinancing, there were closing costs of approximately $132,000.

On October 29, 2021, t he Partnership closed on the modification of its existing line of credit.

The agreement extends the credit line for three years until October 29, 2024.

The commitment amount is for $25 million but is restricted to $17 million during the modification period.

The modification period covers the current period and phases out by December 31, 2022.

During this period, the loan covenants are modified from a minimum consolidated debt service ratio of 1.60 to a ratio of 1.35 until September 30, 2022;

from a minimum tangible net worth requirement of $200 million

to a net worth of $175 million until September 30, 2022;

from a maximum consolidated leverage ratio of 65% to a ratio of 70% until September 30, 2022 and from a minimum debt yield of 9.5% to a yield of 8.5% until September 30, 2022 and a yield of 9.0% until December 31, 2022.

Once the financial performance of the Partnership meets the original covenant tests for the trailing 12-month period, the commitment amount will return to $25 million.

The portfolio’s debt yield fell below the minimum of 8.5% to 8.04%.

As of March 31, 2022, the Partnership did not comply with the debt yield financial covenant.

As such, the Partnership is unable to draw down any amount from the line of credit until the Partnership meets the required financial covenants.

From the start of the Stock Repurchase Program in 2007 through March 31, 2022, the Partnership has purchased 1,448,321 Depositary Receipts.

During the three months ended September 30, 2021, the Partnership did not purchase any Depositary Receipts.

In March of 2020, the Board of Advisors and Board of Directors unanimously approved an extension of the Repurchase Program until March 31, 2025.

With the recovery of the residential rental market, the Partnership expects to resume the purchase of depository receipts in the fourth quarter of 2021.

At November 1, 2021, the Harold Brown related entities and Ronald Brown collectively own approximately 30.9% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons’ family members).

During the three months ended March 31, 2022, the Partnership purchased a total of 14,132 Depositary Receipts.

At May 1, 2022, the Harold Brown related entities and Ronald Brown collectively own approximately 31.3% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons’ family members).

Harold Brown related entities also control 75% of the Partnership’s Class B Units, and 75% of the capital stock of NewReal, Inc.

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is controlled by Jameson Brown and Harley Brown.

The 75% of the issued and outstanding capital stock of NewReal,by the Estate of Harold Brown, is owned by the Harold Brown 2013 Revocable Trust (the “2013 Trust”), an entity of which Sally Michaels and David Reier are the trustees.

As reported on Form 8-K dated October 1, 2021, Robert Somma, a trustee of the 2013 Trust, passed away.

Reier replaced him as trustee of the 2013 Trust.

Reier was elected on November 5, 2021 as a director of New Real, Inc.

The 75% of the issued and outstanding capital stock of NewReal, is owned by the Harold Brown 2013 Revocable Trust (the “2013 Trust”), an entity of which Sally Michaels and David Reier are the trustees.

In addition to the Management Fee, the Partnership Agreement further provides for the employment of outside professionals to provide services to the Partnership and allows NewReal to charge the Partnership for the cost of employing professionals to assist with the administration of the Partnership’s properties.

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Residential tenants sign a one year lease.

During the nine months ended September 30, 2021, tenant renewals were approximately 67% with an average rental increase of approximately 1.9%, new leases accounted for approximately 33% with rental rate decreases of approximately 1.2%.

During the nine months ended September 30, 2021, leasing commissions were approximately $642,000 compared to approximately $372,000 for the nine months ended September 30, 2020, an increase of approximately $270,000 (72.6%).

Tenant concessions were approximately $34,000 for the nine months ended September 30, 2021, compared to approximately $25,000 for the nine months ended September 30, 2020, an increase of approximately $9,000 (36.0%).

Tenant improvements were approximately $1,282,000 for the nine months ended September 30, 2021, compared to approximately $1,320,000 for the nine months ended September 30, 2020, a decrease of approximately $38,000 (2.9%).

Hamilton accounted for approximately 2.4% of the repair and maintenance expenses paid for by the Partnership during the nine months ended September 30, 2021 and 2.2 % during the nine months ended September 30, 2020.

During the three months ended March 31, 2022, tenant renewals were approximately 64% with an average rental increase of approximately 4.9%, new leases accounted for approximately 36% with rental rate increases of approximately 11.2%.

During the three months ended March 31, 2022, leasing commissions were approximately $81,000 compared to approximately $168,000 for the three months ended March 31, 2021, a decrease of approximately $87,000 (51.8%).

Tenant concessions were approximately $11,000 for the three months ended March 31, 2022, compared to approximately $5,000 for the three months ended March 31, 2021, an increase of approximately $6,000 (120.0%).

Tenant improvements were approximately $475,000 for the three months ended March 31, 2022, compared to approximately $320,000 for the three months ended March 31, 2021, a decrease of approximately $155,000 (48.4%).

Hamilton accounted for approximately 3.2% of the repair and maintenance expenses paid for by the Partnership during the three months ended March 31, 2022 and 2.3 % during the three months ended March 31, 2021.

Of the funds paid to Hamilton for this purpose, the great majority was to cover the cost of services provided by the Hamilton maintenance department, including plumbing, electrical, carpentry services, and snow removal for those properties close to Hamilton’s headquarters.

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Additionally, it prepares most long-term commercial lease agreements and represents the Partnership in selected purchase and sale transactions.

Overall, Hamilton provided approximately $83,000 (60.5%) and approximately $84,000 (64.3%) of the legal services paid for by the Partnership during the nine months ended September 30, 2021 and 2020 respectively.

Overall, Hamilton provided approximately $54,000 (84.1%) and approximately $24,000 (52.9%) of the legal services paid for by the Partnership during the three months ended March 31, 2022 and 2021 respectively.

Additionally, as described in Note 3 to the consolidated financial statements, The Hamilton Company receives similar fees from the Investment Properties.

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Hamilton’s architectural department also provides services to the Partnership on an as-needed basis.

During the nine months ended September 30, 2021, Hamilton provided the Partnership approximately $413,000 in construction and architectural services, compared to approximately $493,000 for the nine months ended September 30, 2020.

During the three months ended March 31, 2022, Hamilton provided the Partnership approximately $37,000 in construction and architectural services, compared to approximately $155,000 for the three months ended March 31, 2021.

Hamilton’s accounting staff perform bookkeeping and accounting functions for the Partnership.

During the nine months ended September 30, 2021 and 2020, Hamilton charged the Partnership $93,750 for bookkeeping and accounting services.

During the three months ended March 31, 2022 and 2021, Hamilton charged the Partnership $31,250 for bookkeeping and accounting services.

For more information on related party transactions, see Note 3 to the Consolidated Financial Statements.

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Rental concessions are also accounted for on the straight-line basis.

for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases .

Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the differences between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases .

The capitalized above-market lease amounts are accounted for as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.

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When assets are identified by management as held for sale, the Partnership discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets.

The Partnership generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale.

The Partnership

generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale.

If, in management’s opinion, the estimated net sales price, net of selling costs, of the assets which have been identified as held for sale is less than the carrying value of the assets, a valuation allowance is established.

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These investments are recorded initially at cost, as Investments in Joint Ventures, and subsequently adjusted for the Partnership’s share in earnings, cash contributions and distributions.

Under the equity method of accounting, our net equity is reflected on the consolidated balance sheets, and our share of net income or loss from the Partnership is included on the consolidated statements of income.

Under the equity method of accounting, our net

equity is reflected on the consolidated balance sheets, and our share of net income or loss from the Partnership is included on the consolidated statements of income.

Generally, the Partnership would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Partnership has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee.

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RESULTS OF OPERATIONS

Three Months Ended September 30, 2021 and September 30, 2020

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $3,551,000 during the three months ended September 30, 2021, compared to approximately $3,228,000 for the three months ended September 30, 2020, an increase of approximately $323,000 (10.0%).

Three Months Ended March 31, 2022 and March 31, 2021

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $3,777,000 during the three months ended March 31, 2022, compared to approximately $3,395,000 for the three months ended March 31, 2021, an increase of approximately $382,000 (11.2%).

The rental activity is summarized as follows:

Occupancy Date

November 1, 2021

November 1, 2020

Total square feet

Rental Income (in thousands)

Three Months Ended September 30,

Three Months Ended March 31,

Residential percentage

1 unchanged sentence

Contingent rentals

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020:

Three Months Ended September 30,

Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021:

Three Months Ended March 31,

Rental income

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Interest expense

Income (Loss) from investments in unconsolidated joint ventures

Income from investments in unconsolidated joint ventures

Net Income (Loss)

Rental income for the three months ended September 30, 2021 was approximately $15,832,000, compared to approximately $15,046,000 for the three months ended September 30, 2020, an increase of approximately $786,000 (5.2%).

Although rental income has increased at a number of properties, due to the effect of the Pandemic, a number of properties incurred a decrease in their rental income.

The Partnership properties with the largest increases in rental income include Hamilton Green, Mill Street and Hamilton Oaks with increases of $102,000, $48,000, and $40,000 respectively.

These are offset by certain properties with the largest decreases in rental income, which include 62 Boylston, Woodland Park, and1144 Commonwealth, with decreases of approximately $83,000, $64,000, and $46,000, respectively.

Included in rental income is contingent rentals collected on commercial properties.

Contingent rentals include such charges as bill backs of common area maintenance charges, real estate taxes, and utility charges.

Operating expenses for the three months ended September 30, 2021 were approximately $12,395,000 compared to approximately $11,915,000 for the three months ended September 30, 2020, an increase of approximately $480,000 (4.0%).

The factors contributing to the increase are an increase in repairs and maintenance of approximately $604,000 (23.9%), an increase in taxes and insurance of approximately $153,000 (7.2%), and an increase in renting expense of approximately $126,000 (37.9%), partially offset by a decrease in depreciation and amortization of approximately $656,000 (14.2%) due to fully depreciated assets.

Interest expense for the three months ended September 30, 2021 was approximately $3,393,000 compared to approximately $3,417,000 for the three months ended September 30, 2020, a decrease of approximately $24,000 (0.7%).

At September 30, 2021, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties.

See a description of these properties included in the section titled Investment Properties as well as Note 14 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.

As described in Note 14 to the Consolidated Financial Statements, the Partnership’s share of the net loss from the Investment Properties was approximately $233,000 for the three months ended September 30, 2021, compared to a net loss of approximately $249,000 for the three months ended September 30, 2020, an increase in income of approximately $16,000 (6.6%).

This increase is primarily due to an increase in rental revenue to approximately $2,329,000 from $2,193,000, an increase of approximately $136,000 (6.2 %) for the three months ended September 30,

2021 compared to the three months ended September 30, 2020.

Included in the income for the three months ended September 30, 2021 is depreciation and amortization expense of approximately $660,000.

As a result of the changes discussed above, the net loss for the three months ended September 30, 2021 was approximately $75,000 compared to the net loss of approximately $439,000 for the three months ended September 30, 2020, an increase in income of approximately $364,000 (82.8%).

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020:

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, and other expense of approximately $11,134,000 during the nine months ended September 30, 2021, compared to approximately $12,017,000 for the nine months ended September 30, 2020, a decrease of approximately $883,000 (7.3%).

Nine Months Ended September 30,

Rental income

Laundry and sundry income

Administrative

Depreciation and amortization

Management fee

Repairs and maintenance

Taxes and insurance

Income Before Other Income (Expense)

Other Income (Expense)

Interest income

Interest (expense)

Income (Loss) from investments in unconsolidated joint ventures

Rental income for the nine months ended September 30, 2021 was approximately $46,146,000, compared to approximately $46,947,000 for the nine months ended September 30, 2020, a decrease of approximately $801,000 (1.7%).

Although rental income has increased at a number of properties, due to the effect of the Pandemic, a number of properties incurred a decrease in their rental income.

The Partnership properties with the largest increases in rental income include Hamilton Green, Hamilton Oaks and Dean Street Associates with increases of $161,000, $133,000, and $57,000 respectively.

These are offset by certain properties with the largest decreases in rental income, which include 62 Boylston, 1144 Commonwealth, and Lincoln Street, with decreases of approximately $1,452,000, $352,000, and $151,000, respectively.

Rental income for the three months ended March 31, 2022 was approximately $16,460,000, compared to approximately $14,980,000 for the three months ended March 31, 2021, an increase of approximately $1,480,000 (9.9%).

The Partnership properties with the largest increases in rental income include 62 Boylston, 1144 Commonwealth, Mill Street Gardens, Hamilton Green, and Lincoln Street with increases of $450,000, $97,000, $72,000, $71,000 and $69,000 respectively.

Included in rental income is contingent rentals collected on commercial properties.

Contingent rentals include such charges as bill backs of common area maintenance charges, real estate taxes, and utility charges.

Operating expenses for the nine months ended September 30, 2021 were approximately $35,349,000 compared to approximately $35,260,000 for the nine months ended September 30, 2020, an increase of approximately $89,000 (0.3%).

The factors contributing to this net increase are an increase in repairs and maintenance expenses of approximately $773,000 (11.6%), an increase in operating costs of approximately $603,000 (14.4%), and an increase in

renting expense of approximately $284,000 (43.1%), partially offset by a decrease in depreciation and amortization of approximately $1,973,000 (14.3%), due to fully depreciated assets.

Interest expense for the nine months ended September 30, 2021 was approximately $10,136,000 compared to approximately $10,291,000 for the nine months ended September 30, 2020, a decrease of approximately $155,000 (1.5%).

The decrease is primarily due to a decrease in interest expense on the line of credit of approximately $83,000.

At September 30, 2021, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties.

Operating expenses for the three months ended March 31, 2022 were approximately $12,803,000 compared to approximately $11,694,000 for the three months ended March 31, 2021, an increase of approximately $1,110,000 (9.5%), primarily due to an increase in snow removal expense.

The factors contributing to the increase are an increase in operating expenses of approximately $630,000 (30.8%), an increase in repairs and maintenance of approximately $310,000 (15.7%), and an increase in depreciation and amortization of approximately $115,000 (2.9%).

Interest expense for the three months ended March 31, 2022 was approximately $3,455,000 compared to approximately $3,364,000 for the three months ended March 31, 2021, an increase of approximately $90,000 (2.7%).

At March 31, 2022, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties.

As described in Note 14 to the Consolidated Financial Statements, the Partnership’s share of the net loss from the Investment Properties was approximately $797,000 for the nine months ended September 30, 2021, compared to net income of approximately $669,000 for the nine months ended September 30, 2020, a decrease in income of approximately $1,466,000 (219.1%).

This decrease is primarily due to the reduction in rental revenue from approximately $7,565,000 for the nine months ended September 30, 2020 to approximately $6,543,000 for the nine months ended September 30, 2021, a decrease of approximately $1,022,000 (13.5 %).

Included in the income for the nine months ended September 30, 2021 is depreciation and amortization expense of approximately $1,968,000.

As a result of the changes discussed above, net income for the nine months ended September 30, 2021 was approximately $200,000 compared to income of approximately $2,394,000 for the nine months ended September 30, 2020, a decrease in net income of approximately $2,194,000 (91.6%).

As described in Note 14 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $20,000 for the three months ended March 31, 2022, compared to a net loss of approximately $325,000 for the three months ended March 31, 2021, an increase in income of approximately $345,000 (106.2%).

This increase is primarily due to an increase in rental revenue to approximately $2,430,000 from $2,073,000, an increase of approximately $357,000 (17.2 %) for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.

Included in the income for the three months ended March 31, 2022 is depreciation and amortization expense of approximately $653,000.

As a result of the changes discussed above, net income for the three months ended March 31, 2022 was approximately $342,000 compared to the net loss of approximately $294,000 for the three months ended March 31, 2021, an increase in income of approximately $636,000 (216.4%).

LIQUIDITY AND CAPITAL RESOURCES

The Partnership’s principal source of cash during the first nine months of 2021 was the collection of rents.

The Partnership’s principal source of cash during the first nine months of 2020 was the collection of rents and the proceeds from the refinancing of Brookside Apartments.

The majority of cash and cash equivalents of $24,616,257 at September 30, 2021 and $18,646,972 at December 31, 2020 were held in interest bearing accounts at creditworthy financial institutions.

The increase in cash of $5,969,285 for the nine months ended September 30, 2021 is summarized as follows:

Nine Months Ended September 30,

The Partnership’s principal source of cash during the first three months of 2022 and 2021 was the collection of rents.

The majority of cash and cash equivalents of $92,265,466 at March 31, 2022 and $96,083,508 at December 31, 2021 were held in interest bearing accounts at creditworthy financial institutions.

The decrease in cash of $3,818,042 for the three months ended March 31, 2022 is summarized as follows:

Three Months Ended March 31,

Cash provided by operating activities

Cash (used in) investing activities

Cash (used in) provided by financing activities

Cash (used in) financing activities

Repurchase of Depositary Receipts, Class B and General Partner Units

Distributions paid

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

The change in cash provided by operating activities is due to various factors, including a change in depreciation expense, a change in income and distribution from joint ventures, and other factors.

The increase in cash used in investing activities is primarily due to improvements to rental properties.

The change in cash used in financing activities is due to the pay down of mortgages,

The change in cash used in financing activities is due to the pay down of mortgages, the repurchase of depositary receipts, and distributions paid.

During 2022, the Partnership and its Subsidiary Partnerships have completed improvements to certain of the Properties at a total cost of approximately $1,045,000.

1 unchanged sentence

Cash reserves have been adequate to fully fund improvements.

The most significant improvements were made at 62 Boylston Street, Redwood Hills, Hamilton Green, Hamilton Oaks, Westgate, and Dean Street Associates, at a cost of approximately $439,000, $233,000, $210,000, $184,000, $151,000 and $127,000 respectively.

On March 31, 2020, Nera Brookside Associates, LLC (“Brookside Apartments”), entered into a Mortgage Note with KeyBank National Associates ( KeyBank) in the principal amount of $6,175,000.

Interest only payments on the Note are payable on a monthly basis at a fixed interest rate of 3.53% per annum, and the principal amount of the Note is due and payable on March 31, 2035.

The Note is guaranteed by the Partnership pursuant to a Guaranty Agreement dated March 31, 2020.

Brookside Apartments used the proceeds of the loan to pay off an outstanding loan of approximately $2,390,000, with the remaining portion of the proceeds added to cash reserves.

In connection with this refinancing, there were closing costs of approximately $136,000.

During the nine months ended September 30, 2021, the Partnership received distributions of approximately $590,000 from the investment properties.

For the nine months ended September 30, 2020, the Partnership received $1,195,000 in distributions from the investment properties.

Included in these net distributions is the amount from Dexter Park of approximately $80,000 and $700,000 for the nine months ended September 30, 2021 and 2020, respectively.

The most significant improvements were made at Westside Colonial, Old English Village, Hamilton Oaks, Mill Street Gardens, 62 Boylston, and Hamilton Green at a cost of approximately $175,000, $160,000, $95,000, $90,000, $84,000 and $70,000 respectively.

During the three months ended March 31, 2022, the Partnership received distributions of approximately $440,000 from the investment properties.

For the three months ended March 31, 2021, the Partnership received $196,000 in distributions from the investment properties.

Included in these net distributions is the amount from Dexter Park of approximately $240,000 and $0 for the three months ended March 31, 2022 and 2021, respectively.

In January 2022, the Partnership approved a quarterly distribution of $9.60 per Unit ($0.32 per Receipt), which was paid on March 31, 2022.

In April 2021, the Partnership approved a quarterly distribution of $9.60 per Unit ($0.32 per Receipt), which was paid on June 30, 2021.

In July 2021, the Partnership approved a quarterly distribution of $9.60 per Unit ($0.32 per Receipt), payable on September 30, 2021.

In addition to the quarterly distribution, there was a special distribution of $38.40 per Class A unit ($1.28 per Receipt) payable on March 31, 2022.

On July 31, 2014, the Partnership entered into an agreement for a $25,000,000 revolving line of credit.

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The Partnership agreed to terms with the lender on October 29, 2021, to extend the line of credit until October 29, 2024.

The Partnership is in compliance with the loan covenants under the terms of loan extension and modification.

Subsequent Events for details.

On December 19, 2019, the Partnership drew down on the line of credit in the amount of $20,000,000, used in conjunction with the purchase of Mill Street Apartments.

On December 20, 2019, the Partnership paid down $2,000,000.

On January 22, 2020, the Partnership paid down the line by $1,000,000.

As of September 30, 2021, the line of credit had an outstanding balance of $17,000,000.

On December 3,

2021, the Partnership paid off the line.

The Partnership anticipates that cash from operations will be sufficient to fund its current operations, pay distributions, make required debt payments and finance current improvements to its properties.

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Off-Balance Sheet Arrangements—Joint Venture Indebtedness

As of September 30, 2021, the Partnership had a 40%-50% ownership interest in seven Joint Ventures, five of which have mortgage indebtedness.

As of March 31, 2022, the Partnership had a 40%-50% ownership interest in seven Joint Ventures, five of which have mortgage indebtedness.

We do not have control of these partnerships and therefore we account for them using the equity method of consolidation.

At September 30, 2021, our proportionate share of the non-recourse debt related to these investments was approximately $70,945,000.

At March 31, 2022, our proportionate share of the non-recourse debt related to these investments was approximately $70,890,000.

See Note 14 to the Consolidated Financial Statements.

Contractual Obligations

As of September 30, 2021, we are subject to contractual payment obligations as described in the table below.

As of March 31, 2022, we are subject to contractual payment obligations as described in the table below.

Payments due by period

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Mortgage debt

Other obligations

Total Contractual Obligations

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis