What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-08 compared with 2024-08-08 · 83 added, 86 removed, 235 unchanged (42% 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 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.

The vacancy rate for the Partnership’s residential properties as of November 1, 2024 was 1.7% as compared with a vacancy rate of 0.9% as of November 1, 2023.

The vacancy rate for the Joint Venture properties as of November 1, 2024 was 2.8%, as compared to 0.7% 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 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.

During the third quarter of 2024, rents increased an average of 5.4% for renewals and increased an average of 4.6% for new leases.

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

For the third quarter of 2024, consolidated revenue increased by 6.6%, operating expenses decreased by 2.3%, and Income before Other Income (Expense) increased by 32.1%, as compared to the third 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.

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

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

The modification period was phased out by December 31, 2022.

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

The modification period phased out as of December 31, 2022.

During this period, the loan covenants were 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;

1 unchanged sentence

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 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 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.

As of September 30, 2024, the portfolio’s debt yield achieved the minimum of 9.5%, and the Partnership complied with all financial covenants.

The line of credit expired on October 29,2024.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 September 30, 2024, the Partnership has purchased 1,549,824 Depositary Receipts.

During the nine months ended September 30, 2024, the Partnership purchased a total of 17,590 Depositary Receipts.

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

2 unchanged sentences

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

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).

As of November 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.

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Residential tenants sign a one year lease.

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.

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 nine months ended September 30, 2024, tenant renewals were approximately 67% with an average rental increase of approximately5.8%, new leases accounted for approximately 33% with rental rate increases of approximately5.3%.

During the nine months ended September 30, 2024, leasing commissions were approximately $522,000 compared to approximately $459,000 for the nine months ended September 30, 2023, an increase of approximately $63,000 (13.7%).

Tenant concessions were approximately $92,000 for the nine months ended September 30, 2024, compared to approximately $66,000 for the nine months ended September 30, 2023, an increase of approximately $26,000 (39.4%).

Tenant improvements were approximately $2,503,000 for the nine months ended September 30, 2024, compared to approximately $2,641,000 for the nine months ended September 30, 2023, a decrease of approximately $138,000 (5.2%).

Hamilton accounted for approximately 1.0% of the repair and maintenance expenses paid for by the Partnership during the nine months ended September 30, 2024 and 1.8% during the nine months ended September 30, 2023.

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 $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.

Overall, Hamilton provided approximately $138,000 (46.4%) and approximately $199,000 (71.9%) of the legal services paid for by the Partnership during the nine months ended September 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.

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

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.

During the nine months ended September 30, 2024, Hamilton provided the Partnership approximately $420,000 in construction and architectural services, compared to approximately $563,000 for the nine months ended September 30, 2023.

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

During the six months ended June 30, 2024 and 2023, Hamilton charged the Partnership $62,500 for bookkeeping and accounting services.

During the nine months ended September 30, 2024 and 2023, Hamilton charged the Partnership $93,750 for bookkeeping and accounting services.

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

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If both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component.

The Partnership elected an allowed practical expedient.

Partnership elected an allowed practical expedient.

For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income.

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On an annual basis management assesses whether there are any indicators that the value of the Partnership’s rental properties may be impaired.

A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.

A property’s value is impaired only if management’s estimate of the

aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.

To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property.

26 unchanged sentences

RESULTS OF OPERATIONS

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%).

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

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $6,470,000 during the three months ended September 30, 2024, compared to approximately $4,899,000 for the three months ended September 30, 2023, an increase of approximately $1,571,000 (32.1%).

The rental activity is summarized as follows:

Occupancy Date

August 1, 2024

August 1, 2023

November 1, 2024

November 1, 2023

Total square feet

Rental Income (in thousands)

Three Months Ended June 30,

Three Months Ended September 30,

Residential percentage

1 unchanged sentence

Contingent rentals

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

Three Months Ended June 30,

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

Three Months Ended September 30,

Rental income

10 unchanged sentences

Income from investments in unconsolidated joint ventures

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.

Rental income for the three months ended September 30, 2024 was approximately $20,021,000, compared to approximately $18,804,000 for the three months ended September 30, 2023, an increase of approximately $1,217,000 (6.5%).

The Partnership properties with the largest increases in rental income include 659 Worcester Road, Shawmut Place, Hamilton Oaks, Mill Street Gardens, 62 Boylston Street, and Westgate Apartments, with increases of $156,000, $120,000, $100,000, $100,000, $97,000 and $92,000 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 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%).

Operating expenses for the three months ended September 30, 2024 were approximately $13,738,000 compared to approximately $14,062,000 for the three months ended September 30, 2023, a decrease of approximately $324,000 (2.3%).

The factors contributing to the decrease are a decrease in depreciation and amortization expense of approximately $202,000 (4.6%), a decrease in operating expenses of approximately $100,000 (6.2%), and a decrease in taxes and insurance of approximately $74,000 (2.9%).

Interest expense for the three months ended September 30, 2024 was approximately $3,831,000 compared to approximately $3,956,000 for the three months ended September 30, 2023, a decrease of approximately $125,000 (3.2%).

Interest and dividend income for the three months ended September 30, 2024 was approximately $1,123,000 compared to approximately $1,083,000 for the three months ended September 30, 2023, an increase of approximately $40,000 (3.7%).

Interest income is from investments in Treasury Bills which mature over a period less than 180 days, with interest rates between 4.48% to 5.27%.

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

At September 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 $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,

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $147,000 for the three months ended September 30, 2024, compared to net income of approximately $149,000 for the three months ended September 30, 2023, a decrease in income of approximately $2,000 (1.3%).

Included in the income for the three months ended September 30, 2024 is depreciation and amortization expense of approximately $657,000.

As a result of the changes discussed above, net income for the three months ended September 30, 2024 was approximately $3,909,000 compared to net income of approximately $2,175,000 for the three months ended September 30, 2023, an increase in income of approximately $1,734,000 (79.7%).

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 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 $18,760,000 during the nine months ended September 30, 2024, compared to approximately $14,089,000 for the nine months ended September 30, 2023, an increase of approximately $4,671,000 (33.2%).

Nine Months Ended September 30,

Rental income

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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.

Rental income for the nine months ended September 30, 2024 was approximately $59,573,000, compared to approximately $54,338,000 for the nine months ended September 30, 2023, an increase of approximately $5,235,000 (9.6%).

Excluding revenues from Shawmut Apartments of approximately $1,305,000, revenue increased approximately $3,930,000 (7.2%).The Partnership properties with the largest increases in rental income include Hamilton Oaks, 62 Boylston, 1144 Commonwealth, Mill Street Gardens, 659 Worcester Road, and Westgate Apartments, with increases of $419,000, $395,000, $342,000, $306,000, $292,000 and $233,000, 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.

Operating expenses for the nine months ended September 30, 2024 were approximately $41,392,000 compared to approximately $40,665,000 for the nine months ended September 30, 2023, an increase of approximately $727,000 (1.8%), Excluding operating costs for Shawmut Apartments of approximately $1,059,000, operating expenses decreased approximately $332,000 (0.8%).

The factors contributing to the decrease are a decrease in depreciation and amortization expense of approximately $317,000 (2.7%), a decrease in administrative expenses of approximately $153,000 (6.8%), and a decrease in operating expenses of approximately $120,000 (2.1%).

Interest income for the nine months ended September 30, 2024 was approximately $3,414,000 compared to approximately $3,350,000 for the nine months ended September 30, 2023, an increase of approximately $63,000 (1.9%).

Interest expense for the nine months ended September 30, 2024 was approximately $11,638,000 compared to approximately $11,781,000 for the nine months ended September 30, 2023, a decrease of approximately $144,000 (1.2%).

At September 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%).

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $909,000 for the nine months ended September 30, 2024, compared to net income of approximately $496,000 for the nine months ended September 30, 2023, an increase in income of approximately $413,000 (83.3%).This increase is primarily due to an increase in rental revenue of approximately $ 8,692,000 for the nine months ended September 30, 2024 from approximately $8,176,000 for the nine months ended September 30, 2023, an increase of approximately $516,000 (6.3%).

Included in the income for the nine months ended September 30, 2024 is depreciation and amortization expense of approximately $1,948,000.

As a result of the changes discussed above, net income for the nine months ended September 30, 2024 was approximately $11,446,000 compared to income of approximately $6,155,000 for the nine months ended September 30, 2023, an increase in net income of approximately $5,291,000 (86.0%).

LIQUIDITY AND CAPITAL RESOURCES

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.

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

The Partnership’s principal use of cash during the first nine 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,

The Partnership’s principal use of cash during the first nine months of 2023 was the purchase of Treasury Bills and the purchase of two properties:

the 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, MA, for a purchase price of approximately $27,500,000.

The majority of cash and cash equivalents of $15,069,693 at September 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 $3,160,770 for the nine months ended September 30, 2024 is summarized as follows:

Nine Months Ended September 30,

Cash provided by operating activities

Cash (used in) provided by investing activities

Purchase of rental property

Principal payments of mortgage notes payable

1 unchanged sentence

Distributions paid

Net (decrease) increase in cash and cash equivalents

Net (decrease) 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.

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Cash reserves used for the Mill Street Development Project were approximately $7,962,000.

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.

Beyond the Mill Street Development Project, the most significant improvements were made at Executive Apartments, 1144 Commonwealth, River Drive Apartments, Redwood Hills, Hamilton Oaks, and Westgate Woburn at a cost of approximately $1,339,000, $960,000, $871,000, $844,000, $656,000 and $322,000 respectively.

During the nine months ended September 30, 2024, the Partnership received distributions of approximately $3,972,500, from the investment properties.

For the nine months ended September 30, 2023, the Partnership received $3,033,500 in distributions from the investment properties.

Included in these net distributions is the amount from both Hamilton on Main of approximately $2,000,000 and $430,000 and Dexter Park of approximately $1,340,000 and $1,492,000 for the nine months ended September 30, 2024 and 2023, respectively.

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

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

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

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

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Off-Balance Sheet Arrangements—Joint Venture Indebtedness

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.

As of September 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 September 30, 2024, our proportionate share of the non-recourse debt related to these investments was approximately $73,946,000.

See Note 15 to the Consolidated Financial Statements.

Contractual Obligations

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

As of September 30, 2024, we are subject to debt obligations as described in the table below.

Payments due by period

Contractual Obligations

Debt Obligations

Long -term debt

Mortgage debt

Total Contractual Obligations

Total Debt Obligations

* Excluding unamortized deferred financing costs

As of September 30, 2024, the Partnership has one property under construction located at 57 Mill Street in Woburn, MA.

The project includes 72 residential units comprising approximately 93,000 square feet, and is estimated to be completed during the fourth quarter of 2025.

Total investment to date is approximately $8.4 million, and the total investment upon completion is anticipated to be approximately $30 million .

The partnership is using cash reserves to fund this construction, but will finance a portion of construction costs upon completion of the project.

In connection with the Mill Street development project, the Partnership has entered into a contract with a general contractor with a current contract value of approximately $30 million .

We have various standing or renewable service contracts with vendors related to our property management.

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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