What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-09 compared with 2024-11-08 · 178 added, 226 removed, 596 unchanged (40% of the section changed)

6 unchanged sentences

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in New England Realty Associates L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The results of operations for the three and nine month periods ended September 30, 2024 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

The results of operations for the three month period ended March 31, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30,

Rental Properties

16 unchanged sentences

( 62,433,902 )

Total Liabilities and Partners’ Capital

See notes to consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Rental income

11 unchanged sentences

( 3,907,016 )

( 11,637,720 )

( 11,781,285 )

Income from investments in unconsolidated joint ventures

1 unchanged sentence

( 2,288,178 )

( 7,314,893 )

( 7,934,770 )

Net Income per Unit

3 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

Nine Months Ended

September 30,

Three Months Ended March 31,

Other comprehensive (loss) income :

Net unrealized (loss) gain on derivative instruments for interest rate swaps

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

Partner’s Capital

Comprehensive Income

Partners' Capital

Comprehensive

Balance January 1, 2024

7 unchanged sentences

Stock Buyback

( 2,127,260 )

( 2,657,477 )

Net unrealized gain on derivative instruments for interest rate swaps

Balance September 30 , 2023

Net unrealized income on derivative instruments for interest rate swaps

Balance March 31 , 2024

( 55,566,297 )

4 unchanged sentences

( 11,910,628 )

( 62,433,902 )

Distribution to Partners

3 unchanged sentences

Stock Buyback

( 1,291,593 )

( 1,613,829 )

Net unrealized (loss) on derivative instruments for interest rate swaps

Balance September 30, 2024

Balance March 31, 2025

( 57,356,208 )

4 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows from Operating Activities

3 unchanged sentences

( 1,161,305 )

( 3,184,707 )

Depreciation and amortization

3 unchanged sentences

Proceeds from unconsolidated joint ventures

(Increase) in rents receivable

Increase (Decrease) in accounts payable and accrued expense

Decrease in rents receivable

(Decrease) in accounts payable and accrued expense

( 2,390,536 )

(Increase) in real estate tax escrow

(Increase) in prepaid expenses and other assets

(Decrease) Increase in advance rental payments and security deposits

Decrease (Increase) in real estate tax escrow

Decrease in prepaid expenses and other assets

Increase (Decrease) in advance rental payments and security deposits

Total Adjustments

10 unchanged sentences

( 2,589,943 )

Purchase of rental property

( 2,111,993 )

2 unchanged sentences

( 2,395,243 )

Net cash (used in) investing activities

( 9,570,177 )

( 33,449,704 )

Net cash provided by investing activities

Cash Flows from Financing Activities

Principal payments of mortgage notes payable

( 2,098,252 )

( 1,997,909 )

Stock buyback

( 1,613,829 )

( 2,657,477 )

Distributions to partners

1 unchanged sentence

( 7,038,955 )

Net cash (used in) financing activities

( 13,556,471 )

( 13,200,651 )

Net (Decrease) in Cash and Cash Equivalents

Net cash (used in) provided by financing activities

( 13,426,187 )

( 7,987,290 )

Net Increase in Cash and Cash Equivalents

Cash and Cash Equivalents, at beginning of period

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

SIGNIFICANT ACCOUNTING POLICIES

56 unchanged sentences

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

The Partnership evaluates the non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues).

Under this standard, the Partnership evaluates the non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues).

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.

32 unchanged sentences

Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying value of the debt liability to which they relate, except deferred financing costs related to the revolving credit facility, which are presented in prepaid expenses and other assets.

In all cases, amortization of such costs is included in interest expense and was approximately $ 285,000 and $ 285,000 for the nine months ended September 30, 2024 and 2023, respectively.

In all cases, amortization of such costs is included in interest expense and was approximately $ 95,000 and $ 95,000 for the three months ended March 31, 2025 and 2024, respectively.

Derivative Instruments:

7 unchanged sentences

Cash Equivalents:

The Partnership considers cash equivalents to be all highly liquid instruments purchased with a maturity of three months or less at the time of purchase, including its investment in money market funds.

The Partnership considers cash equivalents to be all highly liquid instruments purchased with a maturity of three months or less.

Investments in Treasury Bills:

Investments in U.S.

Treasury bills are recorded at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature.

The carrying value of the Treasury bills are adjusted for accretion of discounts over the remaining life of the investment.

Treasury bills had been recorded at amortized cost and classified as held to maturity as the Partnership had the intent and the ability to hold them until they mature.

The carrying value of the Treasury bills were adjusted for accretion of discounts over the remaining life of the investment.

Income related to the Treasury bills is recognized in interest income in the Partnership’s consolidated statement of income.

Management has reclassified the Treasury Bills to “available for sale”, as they may be sold in conjunction with the upcoming purchase of the Hill Estate Properties.

See subsequent events Note 19.

The carrying value approximates fair value.

Segment Reporting:

3 unchanged sentences

Other comprehensive income (loss) includes items that are recorded in equity, such as effective portions of derivatives designated as cash flow hedges or unrealized holding gains or losses on marketable securities available for sale.

NERA had comprehensive loss of approximately $ 94,000 and comprehensive income of approximately $ 265,000 for the nine months ended September 30, 2024 and 2023, respectively.

NERA had a comprehensive loss of approximately $ 130,000 and comprehensive income of approximately $142,000 for the three months ended March 31, 2025 and 2024, respectively.

Income (Loss) Per Depositary Receipt:

9 unchanged sentences

The Partnership makes its temporary cash investments with high-credit quality financial institutions.

At September 30, 2024, substantially all of the Partnership’s cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from 0.01 % to 5.2 %.

At September 30, 2024 and December 31, 2023, respectively, approximately $ 15,429,000 , and $ 18,711,000 of cash and cash equivalents, and security deposits included in prepaid expenses and other assets exceeded federally insured amounts.

At March 31, 2025, substantially all of the Partnership’s cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from 0.01 % to 4.3 %.

At March 31, 2025 and December 31, 2024, respectively, approximately $ 35,065,000 , and $ 16,551,000 of cash and cash equivalents, and security deposits included in prepaid expenses and other assets exceeded federally insured amounts.

Advertising Expense:

Advertising is expensed as incurred.

Advertising expense was approximately $ 280,000 and $ 281,000 for the nine months ended September 30, 2024, and 2023, respectively.

Advertising expense was approximately $ 98,000 and $ 152,000 for the three months ended March 31, 2025, and 2024, respectively .

Rental Property Held f or Sale:

4 unchanged sentences

The Partnership follows the policy of capitalizing interest as a component of the cost of rental property when the time of construction exceeds one year .

During the nine months ended September 30, 2024 there was capitalized interest of approximately $ 89,000 .

During the three months ended March 31, 2025 there was capitalized interest of approximately $ 149,000 .

Extinguishment of Debt:

5 unchanged sentences

RENTAL PROPERTIES

As of September 30, 2024, the Partnership and its Subsidiary Partnerships owned 2,943 residential apartment units in 27 residential and mixed-use complexes (collectively, the “Apartment Complexes”).

As of March 31, 2025, the Partnership and its Subsidiary Partnerships owned 2,943 residential apartment units in 27 residential and mixed-use complexes (collectively, the “Apartment Complexes”).

The Partnership also owns 19 condominium units in a residential condominium complex, all of which are leased to residential tenants (collectively referred to as the “Condominium Units”).

The Apartment Complexes and Condominium Units are located primarily in the metropolitan Boston area of Massachusetts.

Additionally, as of September 30, 2024, the Partnership and Subsidiary Partnerships owned two commercial shopping centers in Framingham, commercial buildings in Newton and Brookline and commercial space in mixed-use properties in Boston, Brockton and Newton, all in Massachusetts.

Additionally, as of March 31, 2025, the Partnership and Subsidiary Partnerships owned two commercial shopping centers in Framingham, commercial buildings in Newton and Brookline and commercial space in mixed-use properties in Boston, Brockton and Newton, all in Massachusetts.

These properties are referred to collectively as the “Commercial Properties.”

The Partnership also owned a 40 % to 50 % ownership interest in seven residential and mixed use complexes (the “Investment Properties”) at September 30, 2024 with a total of 688 apartment units, accounted for using the equity method of consolidation.

The Partnership also owned a 40 % to 50 % ownership interest in seven residential and mixed use complexes (the “Investment Properties”) at March 31, 2025 with a total of 688 apartment units, accounted for using the equity method of consolidation.

See Note 15 for summary information on these investments.

The Partnership purchased a commercial retail property of approximately 20,700 square feet, located at 653 Worcester Road in Framingham, Massachusetts for the sum of approximately $ 10,151,000 on January 18, 2023.

This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $ 59,000 .

From the purchase price, the Partnership allocated approximately $ 585,000 for in-place leases, and approximately $ 378,000 to the value of tenant relationships.

These amounts are being amortized over 12 and 156 months respectively.

On July 14, 2023, the Partnership purchased a 52 unit 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 approximately $ 27,500,000 .

This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $ 81,000 .

From the purchase price, the Partnership allocated approximately $ 525,000 for in-place leases, approximately $ 61,000 to the value of tenant relationships and $ 241,000 to the value of below-market leases.

These amounts are being amortized over 12 and 36 months respectively.

In December, 2023, the Partnership received approval from MassHousing to construct a 72 unit apartment building in accordance with Chapter 40B to include 17 affordable units on the Mill Street Development site.

3 unchanged sentences

Total construction costs for the project are expected to be approximately $ 30,000,000 , with construction completion anticipated during the fourth quarter of 2025 .

On December 29, 2023, the Partnership signed a contract with a general contractor, NEI General Contracting, Inc., for the construction of the Mill Street Development project for approximately $ 29,700,000 .

The current contract value including change orders is approximately $ 30.3 million.

It is anticipated that approximately $ 15,300,000 will be incurred in 2025.

As of March 31, 2025, the property, located at 57 Mill Street in Woburn, MA, and which will include 72 residential units comprising approximately 93,000 square feet, is estimated to be completed during the fourth quarter of 2025.

Total investment to date is approximately $ 23,195,000 million, and the total investment upon completion is anticipated to be approximately $ 33 million, including soft costs, imputed interest, and taxes.

Project costs will initially be funded from Partnership reserves, but upon completion, the Partnership anticipates closing on a permanent loan, as required by MassHousing under the Chapter 40B program.

In connection with these requirements, the Partnership received a term sheet from Brookline Bank for a $ 15,000,000 loan to be funded upon completion of the project.

Rental properties consist of the following:

September 30, 2024

March 31, 2025

December 31, 2024

16 unchanged sentences

The management fee is equal to 4 % of gross receipts of rental revenue and laundry income on the majority of the Partnership’s properties and 3 % on Linewt.

Total fees paid were approximately $ 2,374,000 and $ 2,173,000 for the nine months ended September 30, 2024 and 2023, respectively.

Total fees paid were approximately $ 818,000 and $ 789,000 for the three months ended March 31, 2025 and 2024, respectively.

The Partnership Agreement permits the General Partner or the Management Company to charge the costs of professional services (such as counsel, accountants and contractors) to NERA.

During the nine months ended September 30, 2024 and 2023, approximately $ 798,000 and $ 1,106,000 was charged to NERA for legal, accounting, construction, maintenance, brokerage fees, rental and architectural services and supervision of capital improvements.

Of the 2024 expenses referred to above, approximately $ 91,000 consisted of repairs and maintenance, $ 229,000 of administrative expense, and approximately $ 58,000 for renting expense.

During the three months ended March 31, 2025 and 2024, approximately $ 195,000 and $ 206,000 respectively, was charged to NERA for legal, accounting, construction, maintenance, brokerage fees, rental and architectural services and supervision of capital improvements.

Of the 2025 expenses referred to above, approximately $ 36,000 consisted of repairs and maintenance, and $ 63,000 for administrative expense.

Approximately $ 96,000 of expenses for construction, architectural services and supervision of capital projects were capitalized in rental properties.

2 unchanged sentences

The Partnership reimburses the Management Company for the payroll and related expenses of the employees who work at the properties.

Total reimbursement was approximately $ 3,264,000 and $ 3,210,000 for the nine months ended September 30, 2024 and 2023, respectively.

Total reimbursement was approximately $ 1,074,000 and $ 1,100,000 for the three months ended March 31, 2025 and 2024, respectively.

The Management Company maintains a 401K plan for all eligible employees whereby the employees may contribute the maximum allowed by law.

The plan also provides for discretionary contributions by the employer.

For the nine months ended September 30, 2024, the Partnership accrued $ 48,000 for the employer’s match portion to the plan.

For the nine months ended September 30, 2023, the Partnership contributed $ 48,000 for the employer’s match portion to the plan .

For the three months ended March 31, 2025, the Partnership accrued $ 16,000 for the employer’s match portion to the plan.

For the three months ended March 31, 2024, the Partnership contributed $ 16,000 for the employer’s match portion to the plan .

Bookkeeping and accounting functions are provided by the Management Company’s accounting staff, which consists of approximately 14 people.

During the nine months ended September 30, 2024 and 2023, the Management Company charged the Partnership $ 93,750 ($ 125,000 per year) for bookkeeping and accounting services included in administrative expenses above.

During the three months ended March 31, 2025 and 2024 the Management Company charged the Partnership $ 31,250 ($ 125,000 per year) for bookkeeping and accounting services included in administrative expenses above.

Sally Michael is a Director of New Real, Inc., and she is a Partner at Saul Ewing Arnstein & Lear LLP.

Saul Ewing billed the Partnership for legal fees totaling approximately $ 117,000 and $ 80,000 for the nine months ended

September 30, 2024 and 2023, respectively.

David Reier is a Director of New Real, Inc., who billed the Partnership approximately $ 6,000 for legal fees for the period ending September 30,2024.

Saul Ewing billed the Partnership for legal fees totaling approximately $ 9,000 and $ 46,000 for the three months ended March 31, 2025 and 2024, respectively.

David Reier is a Director of New Real, Inc., who billed the Partnership approximately $ 2,000 for legal fees for the period ending March 31,2025.

The Partnership has invested in seven limited partnerships, which have invested in mixed use residential apartment complexes.

4 unchanged sentences

PREPAID EXPENSES and OTHER ASSETS

Approximately $ 3,453,000 , and $ 3,601,000 of security deposits are included in prepaid expenses and other assets at September 30, 2024 and December 31, 2023, respectively.

Also, included in prepaid expenses and other assets at September 30, 2024 and December 31, 2023 is approximately $ 2,141,000 and $ 1,784,000 , respectively, held in escrow to fund future capital improvements.

Approximately $ 3,543,000 , and $ 3,463,000 of security deposits are included in prepaid expenses and other assets at March 31, 2025 and December 31, 2024, respectively.

Also, included in prepaid expenses and other assets at March 31, 2025 and December 31, 2024 is approximately $ 2,379,000 and $ 2,260,000 , respectively, held in escrow to fund future capital improvements.

Intangible assets on the acquisition of rental properties are included in prepaid expenses and other assets.

Intangible assets are approximately $ 347,000 and $ 677,000 net of accumulated amortization of approximately $ 1,202,000 and $ 872,000 at September 30, 2024, and at December 31, 2023, respectively.

Financing fees in association with the line of credit of approximately $ 5,000 and $ 52,000 are net of accumulated amortization of approximately $ 177,000 and $ 130,000 at September 30, 2024 and December 31, 2023 respectively.

Intangible assets are approximately $ 322,000 and $ 334,000 net of accumulated amortization of approximately $ 1,228,000 and $ 1,215,000 at March 31, 2025, and at December 31, 2024, respectively.

Financing fees in association with the line of credit of approximately $ 199,000 and $ 217,000 are net of accumulated amortization of approximately $ 26,000 and $ 8,000 at March 31, 2025 and December 31, 2024 respectively.

MORTGAGE NOTES PAYABLE

At September 30, 2024 and December 31, 2023, the mortgages payable consisted of various loans, all of which were secured by first mortgages on properties referred to in Note 2.

At September 30, 2024, the interest rates on these loans ranged from 2.97 % to 4.95 %, payable in monthly installments aggregating approximately $ 1,523,000 including principal, to various dates through 2035.

At March 31, 2025 and December 31, 2024, the mortgages payable consisted of various loans, all of which were secured by first mortgages on properties referred to in Note 2.

At March 31, 2025, the interest rates on these loans ranged from 2.97 % to 4.95 %, payable in monthly installments aggregating approximately $ 1,566,000 including principal, to various dates through 2035.

The majority of the mortgages are subject to prepayment penalties.

At September 30, 2024, the weighted average interest rate on the above mortgages was 3.68 %.

At March 31, 2025, the weighted average interest rate on the above mortgages was 3.68 %.

The effective rate of 3.77 % includes the amortization expense of deferred financing costs.

1 unchanged sentence

The Partnership’s mortgage debt and the mortgage debt of its unconsolidated joint ventures generally is non-recourse except for customary exceptions pertaining to misuse of funds and material misrepresentations.

Financing fees of approximately $ 2,494,000 and $ 2,779,000 are net of accumulated amortization of approximately $ 1,638,000 and $ 1,353,000 at September 30, 2024 and December 31, 2023, respectively, which offset the total mortgage notes payable.

Financing fees of approximately $ 2,305,000 and $ 2,399,000 are net of accumulated amortization of approximately $ 1,827,000 and $ 1,733,000 at March 31, 2025 and December 31, 2024, respectively, which offset the total mortgage notes payable.

The Partnership has pledged tenant leases as additional collateral for certain of these loans.

Approximate annual maturities at September 30, 2024 are as follows:

Approximate annual maturities at March 31, 2025 are as follows:

2026—current maturities

1 unchanged sentence

Line of Credit

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 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.

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

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

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

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

The modification period 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;

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

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

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.

The interest rate for the new term was LIBOR plus 300 basis points.

The costs associated with the modification and renewal of the line of credit was approximately $ 179,000 .

After September 30, 2023, the remaining tenors of U.S.-dollar LIBOR ceased publication, prompting the need for an alternative benchmark rate.

On April 14, 2023, the partnership amended the line of credit to convert its base rate of interest from LIBOR to the Secured Overnight Financing Rate (SOFR) plus 10 basis points.

On November 21, 2024, the Partnership entered into an agreement for a new $ 25,000,000 revolving line of credit.

The term of the line is three years with a floating interest rate equal to a base rate of the SOFR Rate for a period of one month plus the applicable margin of 2.5 %.

The loan covenants include a leverage ratio not to exceed 65 %, a debt service coverage ratio of not less than 1.5 to 1.0 , maximum usage of 1.5 times trailing 12 months EBITDA, minimum liquidity of $ 15 million, and a minimum debt yield of 8.5 %.

The Partnership incurred a commitment fee of $ 125,000 .

The Partnership will be charged annually an unused line fee, equal to seventy-five basis points ( 0.75 %) between the difference of the maximum availability and the outstanding principal of the line of credit.

This fee will be waived for any period in which the Partnership maintains aggregate deposits of twenty million dollars with the Lender.

As of March 31, 2025, the Partnership was in compliance with the financial covenants and did not incur an unused line fee.

The line of credit may be used for acquisition, refinancing, improvements, working capital and other needs of the Partnership.

The line may not be used to pay dividends, make distributions or acquire equity interests of the Partnership.

The line of credit is collateralized by varying percentages of the Partnership’s ownership interest in 23 of its subsidiary properties and joint ventures.

Pledged interests range from 49 % to 100 % of the Partnership’s ownership interest in the respective entities.

The line of credit is collateralized by varying percentages of the Partnership’s ownership interest in 27 of its Subsidiary Partnerships and Joint Ventures.

Pledged interests are 49 % of the Partnership’s ownership interest in the respective entities.

ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS

The Partnership’s residential lease agreements may require tenants to maintain a one-month advance rental payment and/or a security deposit.

At September 30, 2024, amounts received for prepaid rents of approximately $ 3,369,000 are included in cash and cash equivalents, and security deposits of approximately $ 3,453,000 are included in prepaid expenses and other assets and are restricted cash.

At March 31, 2025, amounts received for prepaid rents of approximately $ 3,457,000 are included in cash and cash equivalents, and security deposits of approximately $ 3,543,000 are included in prepaid expenses and other assets and are restricted cash.

PARTNERS’ CAPITAL

4 unchanged sentences

In addition to the quarterly distribution, there was a special distribution of $ 96.00 per Class A unit ($ 3.20 per Receipt) payable on March 31, 2025.

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.

In 2024 the Partnership paid a total distribution of an aggregate $ 96.00 per Unit ($ 3.20 per Receipt) for a total payment of $ 11,244,559 .

2 unchanged sentences

The following is information per Depositary Receipt:

Nine Months Ended

September 30,

Three Months Ended

Net Income per Depositary Receipt

1 unchanged sentence

TREASURY UNITS

Treasury Units at September 30, 2024 are as follows:

Treasury Units at March 31, 2025 are as follows:

General Partnership

5 unchanged sentences

Repurchases of Depositary Receipts or Partnership Units pursuant to the Repurchase Program may be made by the Partnership from time to time in its sole discretion in open market transactions or in privately negotiated transactions.

From August 20, 2007 through September 30, 2024, the Partnership has repurchased 1,549,824 Depositary Receipts at an average price of $ 31.80 per receipt (or $ 954.00 per underlying Class A Unit), 4,533 Class B Units and 239 General Partnership Units, both at an average price of $ 1,288.00 per Unit, totaling approximately $ 56,035,000 including brokerage fees paid by the Partnership .

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

On March 12, 2025, the General Partner authorized the President and Treasurer to cause the Partnership to repurchase, on the open market or otherwise, including through individually negotiated purchases and through a written trading plan that complies with the requirements of Rule 10b5-1, Depositary Receipts and Partnership Units in such

quantities, at such prices, in such manner and on such terms and conditions as the Authorized Persons determine are in the best interests of the Partnership;

provided, however, that (i) the aggregate cost of Depositary Receipts and Partnership Units repurchased shall not exceed $ 5 million, (ii) no Depositary Receipts or Partnership Units shall be repurchased after the date that is 12 months after the effective date of the plan, (iii) no Depositary Receipt shall be repurchased in excess of $ 95 per depositary receipt ( the “Repurchase Plan”).

The Repurchase Plan requires the Partnership to repurchase a proportionate number of Class B Units and General Partner Units in connection with any repurchases of any Depositary Receipts by the Partnership based upon the 80 %, 19 % and 1 % fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership Agreement.

The Repurchase Plan shall be made in accordance with the terms of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be made in accordance with all applicable laws and regulations in effect from time to time.

From August 20, 2007 through March 31, 2025, the Partnership has repurchased 1,550,442 Depositary Receipts at an average price of $ 32.21 per receipt (or $ 966.32 per underlying Class A Unit), 4,538 Class B Units and 239 General Partnership Units, both at an average price of $ 1,289.00 per Unit, totaling approximately $ 56,100,000 including brokerage fees paid by the Partnership .

During the three months ended March 31, 2025, the Partnership purchased a total of 84 Depositary Receipts.

The average price was $ 80.34 per receipt, or $ 2,410.20 per unit.

The cost including commission was approximately $ 1,292,000 .

The Partnership was required to repurchase 139.3 Class B Units and 7.3 General Partnership units at a cost of $ 306,124 and $ 16,112 respectively.

The cost including commission was approximately $ 6,900 .The Partnership was required to repurchase 0.67 Class B Units and 0.04 General Partnership units at a cost of $ 1,603 and $ 552 respectively.

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

RENTAL INCOME

During the nine months ended September 30, 2024, approximately 94 % of rental income was related to residential apartments and condominium units with leases of one year or less.

During the three months ended March 31, 2025, approximately 94 % of rental income was related to residential apartments and condominium units with leases of one year or less.

The majority of these leases expire in June, July and August.

Approximately 6 % was related to commercial properties, which have minimum future annual rental income on non-cancellable operating leases at September 30, 2024 as follows:

Approximately 6 % was related to commercial properties, which have minimum future annual rental income on non-cancellable operating leases at March 31 2025 as follows:

Property Leases

The aggregate minimum future rental income does not include contingent rentals that may be received under various leases in connection with common area charges and real estate taxes.

Aggregate contingent rentals from continuing operations were approximately $ 580,000 and $ 515,000 for the nine months ended September 30, 2024 and 2023 respectively.

Aggregate contingent rentals from continuing operations were approximately $ 184,000 and $ 211,000 for the three months ended March 31, 2025 and 2024 respectively.

Trader Joe’s and Blue Pearl, tenants at Staples Plaza and Walgreen’s, a tenant at 653 Worcester Road, Framingham, Massachusetts respectively, are approximately 30 % of the total commercial rental income.

4 unchanged sentences

annual base rent for

Through September 30,

Through March 31,

expiring leases

2 unchanged sentences

expiring leases

Rents receivable are net of an allowance for doubtful accounts of approximately $ 1,093,000 and $ 1,195,000 at September 30, 2024 and December 31, 2023.

Included in rents receivable at September 30, 2024 is approximately $ 561,000 resulting from recognizing rental income from non-cancelable commercial leases with future rental increases on a straight-line basis.

Rents receivable are net of an allowance for doubtful accounts of approximately $ 1,009,000 and $ 1,085,000 at March 31, 2025 and December 31, 2024.

Included in rents receivable at March 31, 2025 is approximately $ 11,000 resulting from recognizing rental income from non-cancelable commercial leases with future rental increases on a straight-line basis.

CASH FLOW INFORMATION

During the nine months ended September 30, 2024 and 2023, cash paid for interest was approximately $ 11,387,000 , and $ 11,535,000 respectively.

Cash paid for state income taxes was approximately $ 100,000 and $ 56,000 during the nine months ended September 30, 2024 and 2023, respectively.

Interest capitalized amounted to approximately $ 89,000 for the nine months ended September 30,2024, with no capitalized interest recorded for the nine months ended September 30,2023.

During the three months ended March 31, 2025 and 2024, cash paid for interest was approximately $ 3,696,000 , and $ 3,814,000 respectively.

Cash paid for state income taxes was approximately $ 82,000 and $ 53,000 during the three months ended March 31, 2025 and 2024, respectively.

In 2025, the Partnership acquired construction in progress through accounts payable and accruals, which represented a non-cash investing activity of approximately $ 3,643,000 .

Interest capitalized amounted to approximately $ 149,000 for the three months ended March 31,2025.

FAIR VALUE MEASUREMENTS

Fair Value Measurements on a Recurring Basis

At September 30, 2024 and December 31, 2023, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our consolidated financial statements.

At March 31, 2025 and December 31, 2024, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our consolidated financial statements.

Financial Assets and Liabilities not Measured at Fair Value

At September 30, 2024 and December 31, 2023 the carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, note payable, accounts payable and accrued expenses were representative of their fair values due to the short-term nature of these instruments or, the recent acquisition of these items.

At March 31, 2025 and December 31, 2024 the carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, note payable, accounts payable and accrued expenses were representative of their fair values due to the short-term nature of these instruments or, the recent acquisition of these items.

The Partnership has investments in U.S.

Treasury bills, some of which mature over a period greater than 90 days and are classified as short-term investments.

Treasury bills are carried at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature.

Treasury bills were carried at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature.

The carrying value of the U.S.

Treasury bills are adjusted for accretion of discounts over the remaining life of the investment.

Treasury bills were adjusted for accretion of discounts over the remaining life of the investment.

Income related to the U.S.

1 unchanged sentence

Treasury bills classified within Level I of the fair value hierarchy.

At September 30, 2024 and December 31, 2023 we estimated the fair value of our mortgage payable, derivative financial instrument, and other notes based upon quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available.

We estimated the fair value of our secured mortgage debt that does not have current quoted market prices available by discounting the future cash flows using rates currently available to us for debt with similar terms and maturities (Level 3).

The differences in the fair value of our debt from the carrying value are the result of differences in interest rates and/or borrowing spreads that were available to us at September 30, 2024 and December 31, 2023, as compared with those in effect when the debt was issued or acquired.

Management has reclassified the Treasury Bills to “available for sale”, as they may be sold in conjunction with the upcoming purchase of the Hill Estate Properties.

See subsequent events Note 19.

The carrying value approximates fair value.

At March 31, 2025 and December 31, 2024 we estimated the fair value of our mortgage payable, derivative financial instrument, and other notes based upon quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available.

We estimated the fair value of our secured mortgage debt that does not

have current quoted market prices available by discounting the future cash flows using rates currently available to us for debt with similar terms and maturities (Level 3).

The differences in the fair value of our debt from the carrying value are the result of differences in interest rates and/or borrowing spreads that were available to us at March 31, 2025 and December 31, 2024, as compared with those in effect when the debt was issued or acquired.

The secured mortgage debt contain pre-payment penalties or yield maintenance provisions that could make the cost of refinancing the debt at lower rates exceed the benefit that would be derived from doing so.

At September 30, 2024 and at December 31, 2023, the Partnership’s line of credit had an outstanding balance of zero .

At March 31, 2025 and at December 31, 2024, the Partnership’s line of credit had an outstanding balance of zero .

The following methods and assumptions were used by the Partnership in estimating the fair value of its financial instruments:

5 unchanged sentences

The following table reflects the carrying amounts and estimated fair value of our debt.

September 30, 2024

December 31, 2023

March 31, 2025

Carrying Value

7 unchanged sentences

* Net of unamortized deferred financing costs

Disclosure about fair value of financial instruments is based on pertinent information available to management as of September 30, 2024 and December 31, 2023.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2024 and current estimates of fair value may differ significantly from the amounts presented herein.

Disclosure about fair value of financial instruments is based on pertinent information available to management as of March 31, 2025 and December 31, 2024.

Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since March 31, 2025 and current estimates of fair value may differ significantly from the amounts presented herein.

DERIVATIVE FINANCIAL INSTRUMENTS

6 unchanged sentences

During the next 12 months, the Partnership estimates $ 62,000 will be reclassified as a decrease to interest expense .

As of September 30, 2024, the Partnership had one interest rate swap outstanding with a notional amount of approximately $ 143,000 designated as cash flow hedges of interest rate risk.

As of September 30, 2024, the Partnership did not have any interest rate derivatives in a net liability position.

The table below presents the fair value of the Partnership’s derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2024 and December 31, 2023.

As of March 31, 2025, the Partnership had one interest rate swap outstanding with a notional amount of approximately $ 279,000 designated as cash flow hedges of interest rate risk.

As of March 31, 2025, the Partnership did not have any interest rate derivatives in a net liability position.

The table below presents the fair value of the Partnership’s derivative financial instruments as well as their classification on the consolidated balance sheets as of March 31, 2025 and December 31, 2024.

Asset Derivatives designated

September 30,

as hedging instruments

2 unchanged sentences

Prepaid Expenses and Other Assets

The table below presents the effect the Partnership’s derivative financial instruments on the consolidated statements of income for the quarters ended September 30, 2024 and 2023.

Location of Gain

The table below presents the effect the Partnership’s derivative financial instruments on the consolidated statements of income for the quarters ended March 31, 2025 and 2024.

Derivatives in Cash Flow Hedging Relationships

Amount of Gain

Total Amount of

or (Loss) Recognized

in OCI on Derivative

Location of Gain

Interest Expense

OCI Into Income

Amount of Gain

OCI into Income

Location of Gain

or (Loss) Recognized

Total Amount of

Interest Expense

presented in the

Derivatives in Cash Flow

or (Loss) Recognized

from Accumulated

consolidated statements

Hedging Relationships

in OCI on Derivative

OCI Into Income

OCI into Income

of operations

Three Months Ended September 30,

Interest rate swaps

Interest expense

Interest and other investment income (loss)

( 3,831,009 )

( 3,956,181 )

Nine Months Ended September 30,

Quarter Ended March 31,

Interest rate swaps

10 unchanged sentences

State taxable income may be significantly different due to different tax treatments for certain items.

Substantial acquisitions placed in service could significantly change federal taxable income.

Certain entities included in the Partnership’s consolidated financial statements are subject to certain state taxes.

4 unchanged sentences

In the normal course of business the Partnership or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable.

As of September 30, 2024, the tax years that generally remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2020 forward.

As of March 31, 2025, the tax years that generally remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2021 forward.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

2 unchanged sentences

The other investors are the Brown Family related entities and five current and former employees of the Management Company.

The Brown Family’s ownership interest was between 47.6 % and 59 % , with the balance owned by the others.

The Brown Family’s ownership

interest was between 47.6 % and 59 % , with the balance owned by the others.

A description of each investment is as follows:

On October 28, 2009 the Partnership invested approximately $ 15,925,000 in a joint venture to acquire a 40 % interest in a residential property located in Brookline, Massachusetts.

The property, Hamilton Park Towers LLC, referred

to as Dexter Park, or Hamilton Park, is a 409 unit residential complex.

The property, Hamilton Park Towers LLC, referred to as Dexter Park, or Hamilton Park, is a 409 unit residential complex.

The purchase price was $ 129,500,000 .

9 unchanged sentences

The Partnership will continue to account for the investment using the equity method of accounting, although the Partnership has no legal obligation to fund its’ share of any future operating deficiencies as needed.

At September 30, 2024, the balance on this mortgage before unamortized deferred financing costs is $ 125,000,000 .

At March 31, 2025, the balance on this mortgage before unamortized deferred financing costs is $ 125,000,000 .

This investment, Hamilton Park Towers, LLC is referred to as Dexter Park.

10 unchanged sentences

Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed.

At September 30, 2024, the balance on this mortgage before unamortized deferred financing costs is $ 10,000,000 .

At March 31, 2025, the balance on this mortgage before unamortized deferred financing costs is $ 10,000,000 .

The investment in the parking lot is referred to as Hamilton Essex Development, LLC;

15 unchanged sentences

The Joint Venture Partnership paid off the prior mortgage of approximately $ 5,158,000 with the proceeds of the new mortgage and made a distribution of $ 385,000 to the Partnership.

The cost associated with the refinancing was approximately $ 123,000 .

The cost associated with the refinancing was

approximately $ 123,000 .

In 2018, the carrying value of the investment fell below zero .

The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed.

At September 30 2024, the balance on this mortgage before unamortized deferred financing costs is $ 6,000,000 .

At March 31 2025, the balance on this mortgage before unamortized deferred financing costs is $ 6,000,000 .

This investment is referred to as Hamilton Minuteman, LLC.

7 unchanged sentences

The costs associated with the refinancing were approximately $ 161,000 .

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.

5 unchanged sentences

At September 30, 2024, the balance of the mortgage before unamortized deferred finance is $ 23,589,000 .

At March 31, 2025, the balance of the mortgage before unamortized deferred finance is $ 23,589,000 .

The investment is referred to as Hamilton on Main LLC.

6 unchanged sentences

Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed.

At September 30, 2024, the balance of this mortgage before unamortized deferred financing costs is approximately $ 8,304,000 .

At March 31, 2025, the balance of this mortgage before unamortized deferred financing costs is approximately $ 8,181,000 .

This investment is referred to as 345 Franklin, LLC.

Summary financial information at September 30, 2024

Summary financial information at March 31, 2025

Rental Properties

24 unchanged sentences

( 30,646,583 )

( 29,751,455 )

Total Investment in Unconsolidated Joint Ventures (Net)

1 unchanged sentence

Total units/condominiums

Financial information for the nine months ended September 30, 2024

Financial information for the three months ended March 31, 2025

Rental Income

11 unchanged sentences

Interest Income

Other income (Expense)

( 1,234,272 )

3 unchanged sentences

Net Income —NERA 40 %

Financial information for the three months ended September 30, 2024

Rental Income

Laundry and Sundry Income

Administrative

Depreciation and Amortization

Management Fees

Repairs and Maintenance

Taxes and Insurance

Income Before Other Income

Other Income (Loss)

Interest Expense

( 1,292,563 )

( 1,884,093 )

Interest Income

( 1,260,526 )

( 1,813,936 )

Net Income (Loss)

Net Income (Loss)—NERA 50 %

Net Income —NERA 40 %

Future annual mortgage maturities at September 30, 2024 are as follows:

Future annual mortgage maturities at March 31, 2025 are as follows:

unamortized deferred financing costs

At September 30, 2024, the weighted average interest rate on the above mortgages was 4.38 %.

At March 31, 2025, the weighted average interest rate on the above mortgages was 4.32 %.

The effective rate was 4.39 % including the amortization expense of deferred financing costs.

Summary financial information at September 30, 2023

Summary financial information at March 31, 2024

Rental Properties

27 unchanged sentences

Total units/condominiums

Financial information for the nine months ended September 30, 2023

Rental Income

Laundry and Sundry Income

Administrative

Depreciation and Amortization

Management Fees

Repairs and Maintenance

Taxes and Insurance

Income Before Other Income

Other Income (Loss)

Interest Expense

( 3,779,306 )

( 5,362,604 )

( 3,779,306 )

( 5,362,604 )

Net Income (Loss)

Net Income (Loss)—NERA 50 %

Net Income —NERA 40 %

Financial information for the three months ended September 30, 2023

Financial information for the three months ended March 31, 2024

Rental Income

10 unchanged sentences

( 1,831,139 )

Interest income

( 1,276,133 )

10 unchanged sentences

Participants are always 100 percent vested in their pre-tax contributions and will begin vesting in any matching or profit-sharing contributions made on their behalf after two years of service with the Partnership at a rate of 20 percent per year, becoming 100 percent vested after a total of six years of service with the Partnership.

Total expense recognized by the Partnership for the 401(k) Plan for the nine months ended September 30, 2024 was $ 48,000 .

Total expense recognized by the Partnership for the 401(k) Plan for the three months ended March 31, 2025 was $ 16,000 .

IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures ("ASU 2023-07").

The guidance requires incremental disclosures related to a public entity’s reportable segments.

ASU 2023-07 is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted.

The Partnership is currently evaluating the impact of adopting ASU 2023-07 will have on the Partnership's consolidated financial statements.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued a new standard on disaggregation of income statement expenses, which requires an entity to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in a tabular format in the notes to the financial statements.

The standard will be effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

The Partnership is currently evaluating the impact of the new rules on its disclosures.

In March 2024, the Securities and Exchange Commission ("SEC") adopted final rules that will require certain climate-related information in registration statements and annual reports.

In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges.

The new rules include a requirement to disclose material climate-related risks, descriptions of board and management oversight and risk management activities, the material impacts of these risks on a registrant’s strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects and costs of severe weather events and other natural conditions and greenhouse gas emissions.

Prior to the stay of the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosures, which would have been effective for annual periods beginning January 1, 2026.

The Partnership is currently evaluating the impact of the new rules on its disclosures.

SEGMENT REPORTING

Operating segments are defined as components of an enterprise that engage in business activities from which they may earn revenues and incur expenses and about which discrete financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”).

The CODM determines how resources should be allocated and assesses performance on a regular basis.

The Partnership’s CODM is the Partnership’s Treasurer and Director.

The Partnership operates as a single business segment, focusing on the ownership, operation and development of its multifamily and commercial real estate portfolio located in the city of Boston, surrounding suburbs, and southern New Hampshire.

For a description of the types of products and services from which this single reportable segment derives its revenues, see Notes 1 and 2.

The CODM is regularly provided with financial reporting packages which include the financial statements presented herein.

The CODM evaluates the performance of the Partnership on a consolidated basis, based upon consolidated Income Before Other Income (Expense), to make decisions about the Partnership’s operations and resource allocation.

Consolidated Income Before Other Income (Expense) is used to monitor budget versus actual results.

The significant expenses of the Partnership are presented within the Consolidated Statements of Income.

The CODM manages our portfolio as a whole and decisions regarding investments are made collectively based on the inputs above.

Accordingly, the Partnership consists of a single operating and reportable segment and the consolidated financial statements and notes thereto are presented as a single reportable segment.

Since the Partnership operates in a single segment, the segment information is consistent with the consolidated statements of operations and comprehensive income (loss).

Therefore, no reconciliation is necessary.

SUBSEQUENT EVENTS

On November 7, 2024, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on December 31, 2024.

On April 15, 2025, New England Realty Associates Limited Partnership (the “Partnership”) entered into a Purchase and Sale Agreement to cause its wholly-owned subsidiaries to purchase a multifamily and commercial real property located at 49-51-53-55 Hill Road, 10-12-22-24 Vale Road and 7-45 Hill Road, 10-16 Pond Street, 18-24 Pond Street, 26-32 Pond Street, 34-40 Pond Street, 66-72 Pond Street, 74-80 Pond Street, 6-8 Pond Street, 13-19 Pond Street, 14-20 Hill Road, 22-28 Hill Road, 30-36 Hill Road, 38-44 Hill Road, 46-52 Hill Road, 42-48 Pond Street, 45-51 Pond Street, 50-56 Pond Street, 53-59 Pond Street, 58-64 Pond Street, 21-27 Pond Street, 29-35 Pond Street, and 37-43 Pond Street (the “Hill Estates Properties”), together with commercial properties located at 1 Vale Road (aka 4 Vale Road), 4 Hill Road and 55 Brighton Street.

In addition, the Company is also buying two non-contiguous commercial properties located at 26 Brighton Avenue, and 90 Concord Avenue, Belmont, Middlesex County, Massachusetts (the “Off Campus Properties”) from Oak Realty and Service Company, LLC, Vale Realty and Service Company, LLC and Digiovanni Bros., Inc.

The property consists of 396 residential condominium units within twenty-eight ( 28 ) buildings known as Hill Estates, a two -story maintenance and administrative building, a two -story office building with basement, a two -story mixed use building with two ground floor retail units and five residential apartment units, a 10,500 square foot office building, and an approximately 13,350 square foot office building, along with all buildings, structures, fixtures, roads, driveways, approximately 589 parking spaces, and other improvements on the property.

The total purchase price for the property under the purchase agreement is $ 175,000,000 with an allocated purchase price of $ 172,000,000 for the Hill Estates Properties and three commercial buildings, and $ 3,000,000 for the Off Campus Properties.

The Partnership provided a $ 5,000,000 deposit at signing of the Purchase Agreement, refundable upon termination of the Purchase Agreement due to uncured title objections, a Major Casualty (in excess of $ 500,000 ), or any Seller default.

The purchase and sale of the property was subject to a title due diligence period for the Partnership which expired on May 6, 2025.

In addition, the Partnership may perform any other inspections it deems necessary up until the closing date.

The Partnership expects closing of the purchase on June 18, 2025, subject to the satisfaction of closing conditions.

The Partnership has the right to extend the 30-day closing date by an additional 30 days , upon notice and payment of an additional $ 3,000,000 deposit.

The Partnership plans to finance the purchase with cash, the proceeds of treasury bills, and debt.

On May 2, the Partnership signed a Rate Lock Authorization Agreement with Key Bank in connection with the refinancing and addition to the master credit facility of Hamiton Highlands for $ 18,759,000 and a borrow up on the master credit facility of $ 40,000,000 .

The borrow up will require additional pledges on all existing properties covered by the master credit facility.

The closing of the refinancing and the borrow up is anticipated to be May 8, 2025.

At signing of the Rate Lock Authorization Agreement, the Partnership deposited $ 1,175,180 as a good faith deposit.

On May 8, 2025, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on May 30, 2025.

From April 1, 2025 through May 6, 2025, the Partnership has purchased 1,443 Depository Receipts .

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 1. Financial Statements