What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-08-05 compared with 2022-05-06 · 112 added, 61 removed, 227 unchanged (43% 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.

Over the last several months, the Partnership took advantage of the low interest rate environment and refinanced fifteen properties, increased their loan balances, and raised approximately $130,000,000.

With interest rates rising, and a

threat of an economic slowdown, the Partnership increased the debt level and built cash reserves to acquire additional properties when opportunities become available.

Currently, $90,000,000 of these reserves are invested in short-term US Treasuries maturing over 6 months.

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.

1 unchanged sentence

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 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.

On March 10, 2020 the governor of Massachusetts, Charlie Baker, declared a state of emergency and ordered all non-essential businesses closed and prohibited the gathering of 10 or more people.

More than two years has passed since we became aware of the outbreak of COVID- 19, The World Health Organization declared a global pandemic on March 11, 2020.

On March 10, 2020 the governor of Massachusetts declared a state of emergency and ordered all non-essential businesses closed.

Additionally, March of 2020 saw the closure of local colleges and universities for the balance of the academic year.

1 unchanged sentence

These educational models caused a large decrease in the student population and resulted in significant vacancies in the Partnership’s apartment portfolio.

With the introduction and roll out of Covid vaccines in the spring of 2021, the economy is opening back up.

With the introduction and roll out of Covid vaccines in the spring of 2021, the economy was opening back up.

The Governor of Massachusetts rescinded the State’s Covid-19 restrictions on May 29, 2021 and terminated the State of Emergency on June 15, 2021.

4 unchanged sentences

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 vacancy rate for the Partnership’s residential properties as of August 1, 2022 was 2.0% as compared with a vacancy rate of 3.3% as of August 1, 2021.

The vacancy rate for the Joint Venture properties as of August 1, 2022 was 0.9%, as compared to 2.8% for the same period last year.

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

2 unchanged sentences

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

During the second quarter of 2022, rents increased on average of 5.9% for renewals and increased on average of 15.0% 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.

For the second quarter of 2022, consolidated revenue increased by 9.7%, operating expenses increased by 9.4% and Income before Other Income (Expense) increased by 10.1%, as compared to the second quarter of 2021.

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

14 unchanged sentences

The portfolio’s debt yield fell below the minimum of 8.5% to 7.7%.

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

As of June 30, 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 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).

From the start of the Stock Repurchase Program in 2007 through June 30, 2022, the Partnership has purchased 1,471,962 Depositary Receipts.

During the six months ended June 30, 2022, the Partnership purchased a total of 37,773 Depositary Receipts.

At August 1, 2022, the Harold Brown related entities and Ronald Brown collectively own approximately 31.5% 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.

2 unchanged sentences

In addition, Ronald Brown is the President and director of NewReal and Jameson Brown is NewReal’s Treasurer and a director.

The 75% of the issued and outstanding Class B units of the Partnership, controlled by the Estate of Harold Brown, are owned by HBC Holdings LLC, an entity of which Jameson Brown is the manager.

The 75% of the issued and outstanding Class B units of the Partnership are owned by HBC Holdings LLC, an entity of which Jameson Brown is the manager.

The outstanding stock of The Hamilton Company, Inc.

5 unchanged sentences

Residential tenants sign a one year lease.

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.

During the six months ended June 30, 2022, tenant renewals were approximately 69% with an average rental increase of approximately 5.6%, new leases accounted for approximately 31% with rental rate increases of approximately 13.7%.

During the six months ended June 30, 2022, leasing commissions were approximately $156,000 compared to approximately $308,000 for the six months ended June 30, 2021, a decrease of approximately $152,000 (49.4%).

Tenant concessions were approximately $24,000 for the six months ended June 30, 2022, compared to approximately $15,000 for the six months ended June 30, 2021, an increase of approximately $9,000 (60.0%).

Tenant improvements were approximately $1,089,000 for the six months ended June 30, 2022, compared to approximately $746,000 for the six months ended June 30, 2021, an increase of approximately $343,000 (46.0%).

Hamilton accounted for approximately 2.8% of the repair and maintenance expenses paid for by the Partnership during the six months ended June 30, 2022 and 2.5 % during the six months ended June 30, 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 $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.

Overall, Hamilton provided approximately $107,000 (81.6%) and approximately $59,000 (67.5%) of the legal services paid for by the Partnership during the six months ended June 30, 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.

The Partnership requires that three bids be obtained for construction contracts in excess of $15,000.

Hamilton may be one of the three bidders on a particular project and may be awarded the contract if its bid and its ability to successfully complete the project are deemed appropriate.

Hamilton may be one of the three bidders on a particular project and may be awarded the contract if its bid and its ability to

successfully complete the project are deemed appropriate.

For contracts that are not awarded to Hamilton, Hamilton charges the Partnership a construction supervision fee equal to 5% of the contract amount.

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

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.

During the six months ended June 30, 2022, Hamilton provided the Partnership approximately $42,000 in construction and architectural services, compared to approximately $302,000 for the six months ended June 30, 2021.

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

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

During the six months ended June 30, 2022 and 2021, Hamilton charged the Partnership $62,500 for bookkeeping and accounting services.

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

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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.

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.

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.

If circumstances arise that previously were considered unlikely and, as a result, the Partnership decides not to sell a property previously classified as held for sale, the property is reclassified as held and used.

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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.

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.

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.

If the venture subsequently generates income, the Partnership only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.

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RESULTS OF OPERATIONS

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%).

Three Months Ended June 30, 2022 and June 30, 2021

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $4,611,000 during the three months ended June 30, 2022, compared to approximately $4,187,000 for the three months ended June 30, 2021, an increase of approximately $424,000 (10.1%).

The rental activity is summarized as follows:

Occupancy Date

August 1, 2022

August 1, 2021

Total square feet

Rental Income (in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Residential percentage

1 unchanged sentence

Contingent rentals

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

Three Months Ended March 31,

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021:

Three Months Ended June 30,

Rental income

10 unchanged sentences

Income from investments in unconsolidated joint ventures

Net Income (Loss)

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.

Other Income (Expense)

Rental income for the three months ended June 30, 2022 was approximately $16,826,000, compared to approximately $15,333,000 for the three months ended June 30, 2021, an increase of approximately $1,493,000 (9.7%).

The Partnership properties with the largest increases in rental income include 62 Boylston, 1144 Commonwealth, Westgate Apartments, Hamilton Green, and Mill Street Gardens with increases of $619,000, $184,000, $123,000, $89,000 and $82,000 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 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.

Operating expenses for the three months ended June 30, 2022 were approximately $12,321,000 compared to approximately $11,260,000 for the three months ended June 30, 2021, an increase of approximately $1,061,000 (9.4%), The factors contributing to the increase are an increase in repairs and maintenance of approximately $640,000 (27.4%), primarily due to an increase in the renovation of apartments, an increase in depreciation and amortization of approximately $133,000 (3.4%), and an increase in taxes and insurance of approximately $123,000 (5.7%).

Interest expense for the three months ended June 30, 2022 was approximately $3,624,000 compared to approximately $3,379,000 for the three months ended June 30, 2021, an increase of approximately $245,000 (7.2 %).

The increase is due to the refinancing of properties, increasing the amount of the debt, which increased the interest expense for the period.

At June 30, 2022, 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 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%).

As described in Note 14 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $90,000 for the three months ended June 30, 2022, compared to a net loss of approximately $238,000 for the three months ended June 30, 2021, an increase in income of approximately $329,000 (137.9%).

This increase is primarily due to an increase in rental revenue to approximately $2,471,000 from $2,142,000, an increase of approximately $329,000 (15.4 %) for the three months ended June 30, 2022 compared to the three months ended June 30, 2021.

Included in the income for the three months ended June 30, 2022 is depreciation and amortization expense of approximately $656,000.

On November 30, 2021, the Partnership entered into a Master Credit Facility Agreement (the “Facility Agreement”) with KeyBank National Association (“KeyBank”) dated as of November 30, 2021, with an initial advance in the amount of $156,000,000.

Interest only on the debt at a fixed interest rate of 2.97% is payable on a monthly basis through December 31, 2031.

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement.

The additional advance under the Amended Agreement is in the amount of $80,284,000, at a fixed interest rate of 4.33%.

The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings.

The Partnership used the proceeds to pay down approximately $37,065,000 of existing debt secured by four properties, along with approximately $854,000 in prepayment penalties, which are included in other expenses.

The remaining balance of approximately $42,384,000 will be used for general partnership purposes.

As a result of the changes discussed above, net income for the three months ended June 30, 2022 was approximately $243,000 compared to net income of approximately $570,000 for the three months ended June 30, 2021, a decrease in income of approximately $327,000 (57.4%).

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021:

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, and other expense of approximately $8,388,000 during the six months ended June 30, 2022, compared to approximately $7,582,000 for the six months ended June 30, 2021, an increase of approximately $806,000 (10.6%).

Six Months Ended June 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 from investments in unconsolidated joint ventures

Other (Expense) Income

Rental income for the six months ended June 30, 2022 was approximately $33,285,000, compared to approximately $30,313,000 for the six months ended June 30, 2021, an increase of approximately $2,972,000 (9.8%).

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

The Partnership properties with the largest increases in rental income include 62 Boylston, 1144 Commonwealth, Westgate Apartments, Hamilton Green, and Mill Street Gardens, with increases of $1,069,000, $281,000, $182,000, $160,000 and $154,000 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 six months ended June 30, 2022 were approximately $25,124,000 compared to approximately $22,954,000 for the six months ended June 30, 2021, an increase of approximately $2,170,000 (9.5%), primarily due to an increase in the refurbishment of apartments, and an increase in snow removal expense during the winter.

The factors contributing to this net increase are an increase in repairs and maintenance expenses of approximately $950,000 (22.1%), an increase in operating expense of approximately $745,000 (21.6%), and an increase in depreciation and amortization of approximately $248,000 (3.2%).

Interest expense for the six months ended June 30, 2022 was approximately $7,078,000 compared to approximately $6,743,000 for the six months ended June 30, 2021, an increase of approximately $335,000 (5.0%).

The increase is due to the refinancing of properties, increasing the amount of debt, which increased the interest expense for the period.

At June 30, 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 income from the Investment Properties was approximately $110,000 for the six months ended June 30, 2022, compared to a net loss of approximately $564,000 for the six months ended June 30, 2021, an increase in income of approximately $674,000 (119.6%).

This increase is primarily due to an increase in rental revenue of approximately $ 4,901,000 for the six months ended June 30, 2022 from approximately $4,215,000 for the six months ended June 30, 2021, an increase of approximately $686,000 (16.3 %).

Included in the income for the six months ended June 30, 2022 is depreciation and amortization expense of approximately $1,309,000.

Interest only on the debt at a fixed interest rate of 2.97% is payable on a monthly basis through December 31, 2031.

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement.

The additional advance under the Amended Agreement is in the amount of $80,284,000, at a fixed interest rate of 4.33%.

The remaining balance of approximately $42,384,000 will be used for general partnership purposes.

As a result of the changes discussed above, net income for the six months ended June 30, 2022 was approximately $585,000 compared to income of approximately $276,000 for the six months ended June 30, 2021, an increase in net income of approximately $309,000 (112.3%).

LIQUIDITY AND CAPITAL RESOURCES

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,

The Partnership’s principal source of cash during the first six months of 2022 and 2021 was the proceeds from the refinancing of 4 properties for approximately $41,000,000 and the collection of rents.

The majority of cash and cash equivalents of $132,631,027 at June 30, 2022 and $96,083,508 at December 31, 2021 were held in interest bearing accounts at creditworthy financial institutions.

The increase in cash of $36,547,519 for the six months ended June 30, 2022 is summarized as follows:

Six Months Ended June 30,

Cash provided by operating activities

Cash (used in) investing activities

Cash (used in) financing activities

Cash provided by (used in) financing activities

Repurchase of Depositary Receipts, Class B and General Partner Units

Distributions paid

Net (decrease) increase in cash and cash equivalents

Net 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 repurchase of depositary receipts, and distributions paid.

The decrease 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 refinancing of 4 properties, 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 $2,113,000.

1 unchanged sentence

Cash reserves have been adequate to fully fund improvements.

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.

The most significant improvements were made at Westside Colonial, Hamilton Green, Hamilton Oaks, Old English Village, 62 Boylston, and Redwood Hills at a cost of approximately $250,000, $243,000, $187,000, $184,000, $180,000 and $180,000 respectively.

During the six months ended June 30, 2022, the Partnership received distributions of approximately $1,208,000 from the investment properties.

For the six months ended June 30, 2021, the Partnership received $419,000 in distributions from the investment properties.

Included in these net distributions is the amount from Dexter Park of approximately $840,000 and $80,000 for the six months ended June 30, 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 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.

In April 2022, the Partnership approved a quarterly distribution of $9.60 per Unit ($0.32 per Receipt), which was paid on June 30, 2022.

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

11 unchanged sentences

Off-Balance Sheet Arrangements—Joint Venture Indebtedness

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

As of June 30, 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 March 31, 2022, our proportionate share of the non-recourse debt related to these investments was approximately $70,890,000.

At June 30, 2022, our proportionate share of the non-recourse debt related to these investments was approximately $70,863,000.

See Note 14 to the Consolidated Financial Statements.

Contractual Obligations

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

As of June 30, 2022, we are subject to contractual payment obligations as described in the table below.

Payments due by period

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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