What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-08 compared with 2024-05-09 · 103 added, 72 removed, 218 unchanged (45% of the section changed)

15 unchanged sentences

On July 14, 2023, the Partnership purchased a mixed use property in the South End neighborhood of Boston, Massachusetts comprised of three buildings at 26-30 Rutland Street, 105-117 West Concord Street and 475 Shawmut Avenue, and approximately 3,400 square feet of commercial space for a purchase price of $27,500,000 with Partnership cash reserves.

The vacancy rate for the Partnership’s residential properties as of May 2, 2024 was 1.2% as compared with a vacancy rate of 2.1% as of May 2, 2023.

The vacancy rate for the Joint Venture properties as of May 2, 2024 was 1.3 %, as compared to 2.5% for the same period last year.

The vacancy rate for the Partnership’s residential properties as of August 1, 2024 was 1.5% as compared with a vacancy rate of 1.8% as of August 1, 2023.

The vacancy rate for the Joint Venture properties as of August 1, 2024 was 2.8%, as compared to 1.3% for the same period last year.

Residential tenants generally have lease terms of 12 months.

The majority of these leases will mature during the second and third quarters of the year.

During the first quarter of 2024, rents increased an average of 5.8% for renewals and increased an average of 5.4% for new leases.

For the balance of 2024, management expects a strong rental market with continued rent growth.

For the first quarter of 2024, excluding the increase in income and expense from 653 Worcester Road and the Shawmut Apartments, consolidated revenue increased by 8.7%, operating expenses increased by 3.2% and Income before Other Income (Expense) increased by 25.0%, as compared to the first quarter of 2023.

During the second quarter of 2024, rents increased an average of 6.4% for renewals and increased an average of 7.6% for new leases.

For the balance of 2024, management expects a rental market with continued rent growth.

For the second quarter of 2024, consolidated revenue increased by10.8%, operating expenses increased by 1.1%, and Income before Other Income (Expense) increased by 38.0%, as compared to the second quarter of 2023.

For the second quarter of 2024, excluding the increase in income and expense from the Shawmut Apartments, consolidated revenue increased by 7.3%, operating expenses decreased by 3.2% and Income before Other Income (Expense) increased by 37.1%, as compared to the second quarter of 2023.

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

The term of the line was for three years with a floating interest rate equal to a base rate of the greater of (a) the Prime Rate (b) the Federal Funds Rate plus one-half of one percent per annum, or (c) the LIBOR Rate for a period of one month plus 1% per annum, plus the applicable margin of 2.5%.

The term of the line was for three years with a floating interest rate equal to a base rate of the greater of (a) the Prime Rate (b) the

Federal Funds Rate plus one-half of one percent per annum, or (c) the LIBOR Rate for a period of one month plus 1% per annum, plus the applicable margin of 2.5%.

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

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

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

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.

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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.

As of March 31, 2024, the portfolio’s debt yield fell below the minimum of 9.5% to 9.0%, thus the Partnership did not comply with the debt yield financial covenant.

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

As of June 30, 2024, the portfolio’s debt yield fell below the minimum of 9.5% to 9.3%, thus the Partnership did not comply with the debt yield financial covenant.

As such, the Partnership is restricted from drawing down any amount from the line of credit until the Partnership meets the required financial covenants.

The Partnership is currently in discussions with a lender for a replacement line of credit.

From the start of the Stock Repurchase Program in 2007 through March 31, 2024, the Partnership has purchased 1,535,092 Depositary Receipts.

During the three months ended March 31, 2024, the Partnership purchased a total of 2,858 Depositary Receipts.

On August 23, 2023, Hamilton on Main Apartments, LLC (the “Borrower”), a 50% owned joint venture of the Partnership, received notice from KeyBank, as servicer for the lender of a $16,900,000 loan, indicating that the Borrower failed to comply with certain terms of the loan documents pertaining to the transfer of interests in the Borrower that occurred on the occasion of Harold Brown’s death, and that such transfer constitutes an event of default under the loan documents.

While the Borrower has disputed that any events of default actually exist, it worked diligently with KeyBank to obtain KeyBank’s consent to the transfer.

On March 8, 2024, the Borrower received notice from KeyBank that it was providing ex-post facto consent to the transfer of interest subject to certain conditions being met by the Borrower.

The Partnership’s share of costs associated with the transfer of interests in the Borrower was approximately $107,000.

On April 18, 2024 the Borrower and KeyBank executed amended loan documents reflecting the transfer of interest in the Borrower.

In conjunction with the execution of the amended loan documents, KeyBank provided a courtesy reduction equal to 50% of the transfer fee.

From the start of the Stock Repurchase Program in 2007 through June 30, 2024, the Partnership has purchased 1,542,344 Depositary Receipts.

During the six months ended June 30, 2024, the Partnership purchased a total of 10,110 Depositary Receipts.

On February 24, 2019, Harold Brown, the owner of 75% of the outstanding voting securities of NewReal, Inc.

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On January 2, 2024, the estate was settled, with Jameson Brown and Harley Brown each assuming 37.5% ownership in NewReal.

As of May 1, 2024, the Brown family related entities and Ronald Brown collectively own approximately 32.4% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons’ family members).

As of August 1, 2024, the Brown family related entities and Ronald Brown collectively own approximately 32.4% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons’ family members).

Brown family related entities also control 75% of the Partnership’s Class B Units, and 75% of the capital stock of NewReal, the Partnership’s sole general partner.

8 unchanged sentences

Residential tenants sign a one year lease.

During the three months ended March 31, 2024, tenant renewals were approximately 65% with an average rental increase of approximately 5.8%, new leases accounted for approximately 35% with rental rate increases of approximately 5.4%.

During the three months ended March 31, 2024, leasing commissions were approximately $118,000 compared to approximately $59,000 for the three months ended March 31, 2023, an

increase of approximately $59,000 (100.0%).

Tenant concessions were approximately $76,000 for the three months ended March 31, 2024, compared to approximately $20,000 for the three months ended March 31, 2023, an increase of approximately $56,000 (280.0%).

Tenant improvements were approximately $765,000 for the three months ended March 31, 2024, compared to approximately $650,000 for the three months ended March 31, 2023, an increase of approximately $115,000 (17.7%).

Hamilton accounted for approximately 0.8% of the repair and maintenance expenses paid for by the Partnership during the three months ended March 31, 2024 and 1.7% during the three months ended March 31, 2023.

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.

During the six months ended June 30, 2024, tenant renewals were approximately 71% with an average rental increase of approximately 6.2%, new leases accounted for approximately 29% with rental rate increases of approximately 6.7%.

During the six months ended June 30, 2024, leasing commissions were approximately $231,000 compared to approximately $197,000 for the six months ended June 30, 2023, an increase of approximately $34,000 (17.2%).

Tenant concessions were approximately $78,000 for the six months ended June 30, 2024, compared to approximately $39,000 for the six months ended June 30, 2023, an increase of approximately $39,000 (100.0%).

Tenant improvements were approximately $1,682,000 for the six months ended June 30, 2024, compared to approximately $4,866,000 for the six months ended June 30, 2023, a decrease of approximately $3,184,000 (65.4%).

Hamilton accounted for approximately 0.5% of the repair and maintenance expenses paid for by the Partnership during the six months ended June 30, 2024 and 2.5% during the six months ended June 30, 2023.

Hamilton’s headquarters.

Several of the larger Partnership properties have their own maintenance staff.

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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 $50,000 (61.6%) and approximately $68,000 (82.6%) of the legal services paid for by the Partnership during the three months ended March 31, 2024 and 2023 respectively.

Overall, Hamilton provided approximately $89,000 (43.7%) and approximately $108,000 (79.4%) of the legal services paid for by the Partnership during the six months ended June 30, 2024 and 2023 respectively.

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

3 unchanged sentences

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

During the three months ended March 31, 2024, Hamilton provided the Partnership approximately $105,000 in construction and architectural services, compared to approximately $288,000 for the three months ended March 31, 2023.

During the six months ended June 30, 2024, Hamilton provided the Partnership approximately $330,000 in construction and architectural services, compared to approximately $521,000 for the six months ended June 30, 2023.

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

During the three months ended March 31, 2024 and 2023, Hamilton charged the Partnership $31,250 for bookkeeping and accounting services.

During the six months ended June 30, 2024 and 2023, 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.

13 unchanged sentences

Certain leases of the commercial properties provide for increasing stepped minimum rents, which are accounted for on a straight-line basis over the term of the lease.

Revenue from commercial leases also include reimbursements and recoveries received from tenants for certain costs as provided in the lease

Revenue from commercial leases also include reimbursements and recoveries received from tenants for certain costs as provided in the lease agreement.

The costs generally include real estate taxes, utilities, insurance, common area maintenance and recoverable costs.

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The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

Costs directly related to the acquisition, development and construction of rental properties are capitalized.

Capitalized development and construction costs include pre-construction costs, development and construction costs, regulatory fees, interest, property taxes, insurance, construction oversight fees, and other project costs incurred during the period of development.

The Partnership considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity.

Intangible assets acquired include amounts for in-place lease values above and below market leases and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Partnership’s overall relationship with the respective tenant.

1 unchanged sentence

In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.

Characteristics considered by management in valuing tenant

relationships include the nature and extent of the Partnership’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.

Characteristics considered by management in valuing tenant relationships include the nature and extent of the Partnership’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.

The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.

32 unchanged sentences

RESULTS OF OPERATIONS

Three Months Ended March 31, 2024 and March 31, 2023

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $5,751,000 during the three months ended March 31, 2024, compared to approximately $4,451,000 for the three months ended March 31, 2023, an increase of approximately $1,300,000 (29.2%).

Three Months Ended June 30, 2024 and June 30, 2023

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $6,538,000 during the three months ended June 30, 2024, compared to approximately $4,738,000 for the three months ended June 30, 2023, an increase of approximately $1,800,000 (38.0%).

The rental activity is summarized as follows:

Occupancy Date

August 1, 2024

August 1, 2023

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, 2024 Compared to Three Months Ended March 31, 2023:

Three Months Ended March 31,

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023:

Three Months Ended June 30,

Rental income

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Income from investments in unconsolidated joint ventures

Rental income for the three months ended March 31, 2024 was approximately $19,710,000, compared to approximately $17,568,000 for the three months ended March 31, 2023, an increase of approximately $2,142,000 (12.2%).

Excluding revenue increases from Walgreen’s and Shawmut’s of approximately $624,000, there was an increase of approximately $1,518,000 (8.7%).

The Partnership properties with the largest increases in rental income include 1144 Commonwealth, Hamilton Oaks, Mill Street Gardens, 659 Worcester Road, Hamilton Green, and 62 Boylston Street, with increases of $182,000, $169,000, $130,000, $106,000, $96,000 and $88,000 respectively.

Rental income for the three months ended June 30, 2024 was approximately $19,842,000, compared to approximately $17,965,000 for the three months ended June 30, 2023, an increase of approximately $1,877,000 (10.4%).

Excluding the revenue increase from Shawmut Apartments of approximately $614,000, there was an increase of approximately $1,262,000 (7.0%).

The Partnership properties with the largest increases in rental income include 62 Boylston Street, Hamilton Oaks, 1144 Commonwealth, Mill Street Gardens, Woodland Park and Westgate Apartments, with increases of $210,000, $150,000, $112,000, $76,000, $64,000 and $63,000 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, 2024 were approximately $14,141,000 compared to approximately $13,240,000 for the three months ended March 31, 2023, an increase of approximately $901,000 (6.8%).

Excluding 653 Worcester Road and Shawmut Apartments for the comparable period, operating expenses were approximately $13,375,000, an increase of approximately $445,000 (3.4%).

The factors contributing to the increase are an increase in renting expense of approximately $196,000 (102.3%), due to tenant concessions for disruptions associated with construction projects, an increase in operating costs of approximately $68,000 (2.7%), and an increase in repairs and maintenance of approximately $61,000 (2.2%).

Interest expense for the three months ended March 31, 2024 was approximately $3,907,000 compared to approximately $3,899,000 for the three months ended March 31, 2023, an increase of approximately $8,000 (0.2%).

Interest income for the three months ended March 31, 2024 was approximately $1,165,000 compared to approximately $974,000 for the three months ended March 31, 2023, an increase of approximately $191,000 (19.6%).

Operating expenses for the three months ended June 30, 2024 were approximately $13,512,000 compared to approximately $13,363,000 for the three months ended June 30, 2023, an increase of approximately $150,000 (1.1%).

Excluding expenses from Shawmut Apartments of approximately $580,000, operating expenses were approximately $12,932,000, a decrease of approximately $431,000 (3.2%).

The factors contributing to the decrease are a decrease in administrative expenses of approximately $221,000 (25.5%), a decrease in operating expenses of approximately $132,000 (7.7%), and a decrease in depreciation and amortization expense of approximately $125,000 (3.5%).

Interest expense for the three months ended June 30, 2024 was approximately $3,900,000 compared to approximately $3,926,000 for the three months ended June 30, 2023, a decrease of approximately $26,000 (0.7%).

Interest and dividend income for the three months ended June 30, 2024 was approximately $1,113,000 compared to approximately $1,292,000 for the three months ended June 30, 2023, a decrease of approximately $179,000 (13.9%).

Interest income is from investments in Treasury Bills which mature over a period less than 180 days, with interest rates between 5.08% to 5.27%.

At March 31, 2024, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties.

At June 30 2024, 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 15 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $441,000 for the three months ended March 31, 2024, compared to net income of approximately $228,000 for the three months ended March 31, 2023, an increase in income of approximately $213,000 (93.8%).

This increase is primarily due to an increase in rental revenue to approximately $2,919,000 from $2,686,000, an increase of approximately $233,000 (8.7%) for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

Included in the income for the three months ended March 31, 2023 is depreciation and amortization expense of approximately $646,000.

As a result of the changes discussed above, net income for the three months ended March 31, 2024 was approximately $3,463,000 compared to net income of approximately $1,754,000 for the three months ended March 31, 2023, an increase in income of approximately $1,709,000 (97.4%).

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $321,000 for the three months ended June 30, 2024, compared to net income of approximately $119,000 for the three months ended June 30, 2023, an increase in income of approximately $202,000 (168.5%).

This increase is primarily due to an increase in rental revenue to approximately $2,869,000 from $2,711,000, an increase of approximately $158,000 (5.8%) for the three months ended June 30, 2024 compared to the three months ended June 30, 2023.

Included in the income for the three months ended June 30, 2023 is depreciation and amortization expense of approximately $650,000.

As a result of the changes discussed above, net income for the three months ended June 30, 2024 was approximately $4,073,000 compared to net income of approximately $2,225,000 for the three months ended June 30, 2023, an increase in income of approximately $1,848,000 (83.1%).

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023:

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, and other expense of approximately $12,290,000 during the six months ended June 30, 2024, compared to approximately $9,190,000 for the six months ended June 30, 2023, an increase of approximately $3,100,000 (33.7%).

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

Rental income for the six months ended June 30, 2024 was approximately $39,551,000, compared to approximately $35,533,000 for the six months ended June 30, 2023, an increase of approximately $4,018,000 (11.3%).

Excluding revenues from Shawmut Apartments of approximately $1,197,000, revenue increased approximately $2,821,000 (7.9%).

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

The Partnership properties with the largest increases in rental income include Hamilton Oaks, 62 Boylston, 1144 Commonwealth, Mill Street Gardens, Westgate Apartments, and Hamilton Green, with increases of $319,000, $298,000, $294,000, $206,000, $141,000 and $141,000 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, 2024 were approximately $27,654,000 compared to approximately $26,603,000 for the six months ended June 30, 2023, an increase of approximately $1,051,000 (4.0%), Excluding operating costs for Shawmut Apartments of approximately $1,151,000, operating expenses decreased approximately $99,000 (0.4%).

The factors contributing to the decrease are a decrease in administrative expenses of approximately $197,000 (12.3%), a decrease in depreciation and amortization expense of approximately $184,000 (2,4%), partially offset by an increase in management fees of approximately $170,000 (12.4%).

Interest expense for the six months ended June 30, 2024 was approximately $7,807,000 compared to approximately $7,825,000 for the six months ended June 30, 2023, a decrease of approximately $18,000 (0.2%).

At June 30, 2024, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties.

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $762,000 for the six months ended June 30, 2024, compared to net income of approximately $347,000 for the six months ended June 30, 2023, an increase in income of approximately

$415,000 (119.5%).

This increase is primarily due to an increase in rental revenue of approximately $ 5,787,000 for the six months ended June 30, 2024 from approximately $5,397,000 for the six months ended June 30, 2023, an increase of approximately $390,000 (7.2%).

Included in the income for the six months ended June 30, 2024 is depreciation and amortization expense of approximately $1,291,000.

As a result of the changes discussed above, net income for the six months ended June 30, 2024 was approximately $7,536,000 compared to income of approximately $3,979,000 for the six months ended June 30, 2023, an increase in net income of approximately $3,557,000 (89.4%).

LIQUIDITY AND CAPITAL RESOURCES

The Partnership’s principal source of cash during the first three months of 2024 and 2023 was the collection of rents and a reduction in U.S.

Treasury bills.

The Partnership’s principal use of cash during the first three months of 2024 was the construction of the Mill Street Development, improvements to rental properties, mortgage principal payments, and distributions to partners.

The Partnership’s principal use of cash during the first three months of 2023 was the purchase of U.S.Treasury bills, and the purchase of two properties:

a commercial property at 653 Worcester Road for approximately $10,000,000, and the purchase of a mixed use property in the South End neighborhood of Boston, Massachusetts for a purchase price of approximately $27,500,000.

The majority of cash and cash equivalents of $28,801,744 at March 31, 2024 and $18,230,463 at December 31, 2023 were held in interest bearing accounts at creditworthy financial institutions.

The increase in cash of $10,571,281 for the three months ended March 31, 2024 is summarized as follows:

Three Months Ended March 31,

The Partnership’s principal source of cash during the first six months of 2024 and 2023 was the collection of rents.

The Partnership’s principal use of cash during the first six months of 2024 was the construction of the Mill Street Development, improvements to rental properties, mortgage principal payments, purchases of U.S.

Treasury bills, and distributions to partners.

The Partnership’s principal use of cash during the first six months of 2023 was the purchase of U.S.

Treasury bills, and the purchase of a commercial property at 653 Worcester Road for approximately $10,000,000.

The majority of cash and cash equivalents of $13,463,294 at June 30, 2024 and $18,230,463 at December 31, 2023 were held in interest bearing accounts at creditworthy financial institutions.

The decrease in cash of $4,767,169 for the six months ended June 30, 2024 is summarized as follows:

Six Months Ended June 30,

Cash provided by operating activities

Cash provided by (used in) investing activities

Cash (used in) provided by investing activities

Principal payments of mortgage notes payable

1 unchanged sentence

Distributions paid

Net increase (decrease) in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

The net increase 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 net increase in cash provided by investing activities is primarily due to cash proceeds from the sale of Treasury bills held in a money market account for the improvement of rental properties, including the Mill Street Development project.

The net decrease in cash used in investing activities is primarily for the improvement of rental properties, including the Mill Street Development project.

Financing activities include mortgage principal payments and distributions to partners, and repurchase of depositary receipts.

2 unchanged sentences

Cash reserves have been adequate to fully fund improvements.

The most significant improvements were made at 1144 Commonwealth, Executive Apartments, River Drive Apartments, Hamilton Oaks, Westside Colonial, and Dean Street Associates, at a cost of approximately $583,000, $499,000, $288,000, $219,000, $115,000 and $87,000 respectively.

During the three months ended March 31, 2024, the Partnership received distributions of approximately $577,000 from the investment properties.

For the three months ended March 31, 2023, the Partnership received $580,000 in distributions from the investment properties.

Included in these net distributions is the amount from Dexter Park of approximately $400,000 for the three months ended March 31, 2024 and 2023, respectively.

In March 2024, the Partnership approved a quarterly distribution of $12.00 per Unit ($0.40 per Receipt), which was paid on March 28, 2024.

In addition to the quarterly distribution, there was a special distribution of $48.00 per Class A unit ($1.60 per Receipt) payable on March 28, 2024.

Cash reserves used for the Mill Street Development Project were approximately $4,186,000.

Beyond the Mill Street Development Project, the most significant improvements were made at Executive Apartments, River Drive Apartments, 1144 Commonwealth, Hamilton Oaks, Dean Street Associates, and Westgate Woburn at a cost of approximately $1,173,000, $858,000, $687,000, $422,000, $236,000 and $212,000 respectively.

During the six months ended June 30, 2024, the Partnership received distributions of approximately $1,523,000 from the investment properties.

For the six months ended June 30, 2023, the Partnership received $1,634,000 in distributions from the investment properties.

Included in these net distributions is the amount from Dexter Park of approximately $1,100,000 and $920,000 for the six months ended June 30, 2024 and 2023, respectively.

In May 2024, the Partnership approved a quarterly distribution of $12.00 per Unit ($0.40 per Receipt), payable on June 28, 2024.

In March 2024, the Partnership approved a quarterly distribution of $12.00 per Unit ($0.40 per Receipt), which was paid on March 28, 2024.

4 unchanged sentences

Off-Balance Sheet Arrangements—Joint Venture Indebtedness

As of March 31, 2024, 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, 2024, our proportionate share of the non-recourse debt related to these investments was approximately $70,662,000.

As of June 30, 2024, 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 June 30, 2024, our proportionate share of the non-recourse debt related to these investments was approximately $70,632,000.

See Note 15 to the Consolidated Financial Statements.

Contractual Obligations

As of March 31, 2024, we are subject to contractual payment obligations as described in the table below.

As of June 30, 2024, we are subject to contractual payment obligations as described in the table below.

Payments due by period

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● The Partnership is subject to the general economic risks affecting the real estate industry, such as dependence on tenants’ financial condition, the need to enter into new leases or renew leases on terms favorable to tenants in order to generate rental revenues and our ability to collect rents from our tenants.

home mortgages and the availability and purchase price of single family homes in the Greater Boston metropolitan area.

● The Partnership is also impacted by changing economic conditions making alternative housing arrangements more or less attractive to the Partnership’s tenants, such as the interest rates on single family home mortgages and the availability and purchase price of single family homes in the Greater Boston metropolitan area.

● The Partnership is subject to significant expenditures associated with each investment, such as debt service payments, real estate taxes, insurance and maintenance costs, which are generally not reduced when circumstances cause a reduction in revenues from a property.

27 unchanged sentences

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