Item 1. Financial Statements
Item 1. Financial Statements
The accompanying unaudited consolidated balance sheets, statements of income, statements of comprehensive income, changes in partners’ capital, and cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair presentation for the interim periods.
The consolidated balance sheet as of December 31, 2024, has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
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 six month periods ended June 30, 2025 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.
3
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30,
December 31,
2025
2024
ASSETS
(Unaudited)
Rental Properties
$
456,339,814
$
278,516,649
Real Estate Assets Held for Sale
3,003,310
—
Cash and Cash Equivalents
16,677,504
17,615,940
Rents Receivable
1,295,709
1,220,761
Real Estate Tax Escrows
2,534,266
2,598,073
Investment in U.S. Treasury Bills
—
83,586,405
Prepaid Expenses and Other Assets
13,516,193
8,553,360
Investments in Unconsolidated Joint Ventures
1,408,780
1,417,470
Total Assets
$
494,775,576
$
393,508,658
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
511,175,005
406,205,910
Distribution and Loss in Excess of Investment in Unconsolidated Joint Venture
30,513,007
30,531,881
Accounts Payable and Accrued Expenses
9,640,987
9,004,962
Advance Rental Payments and Security Deposits
12,419,915
10,199,807
Total Liabilities
563,748,914
455,942,560
Commitments and Contingent Liabilities (Notes 3 and 9)
—
—
Partners’ Capital 116,551 and 116,676 units outstanding in 2025 and 2024 respectively
( 68,973,338 )
( 62,433,902 )
Total Liabilities and Partners’ Capital
$
494,775,576
$
393,508,658
See notes to consolidated financial statements.
4
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Revenues
Rental income
$
21,037,991
$
19,841,559
$
41,534,111
$
39,551,991
Laundry and sundry income
202,117
209,007
394,891
391,974
21,240,108
20,050,566
41,929,002
39,943,965
Expenses
Administrative
667,913
651,978
1,289,179
1,413,997
Depreciation and amortization
4,474,748
4,277,482
8,379,730
8,505,064
Management fee
834,431
782,856
1,652,840
1,571,463
Operating
1,704,150
1,638,816
4,982,524
4,284,310
Renting
256,198
150,772
534,527
538,371
Repairs and maintenance
3,481,815
3,500,467
6,340,084
6,348,424
Taxes and insurance
2,757,280
2,510,031
5,453,097
4,992,399
14,176,535
13,512,402
28,631,981
27,654,028
Income Before Other Income (Expense)
7,063,573
6,538,164
13,297,021
12,289,937
Other Income (Expense)
Interest income
737,413
1,112,988
1,728,487
2,290,536
Interest expense
( 4,136,156 )
( 3,899,695 )
( 7,927,588 )
( 7,806,711 )
Income from investments in unconsolidated joint ventures
485,051
321,269
847,679
762,560
( 2,913,692 )
( 2,465,438 )
( 5,351,422 )
( 4,753,615 )
Net Income
$
4,149,881
$
4,072,726
$
7,945,599
$
7,536,322
Net Income per Unit
$
35.59
$
34.77
$
68.12
$
64.28
Weighted Average Number of Units Outstanding
116,608
117,139
116,641
117,247
See notes to consolidated financial statements.
5
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net income
$
4,149,881
$
4,072,726
$
7,945,599
$
7,536,322
Net unrealized (loss) gain on derivative instruments for interest rate swaps
( 64,024 )
32,524
( 193,914 )
174,558
Comprehensive income
$
4,085,857
$
4,105,250
$
7,751,685
$
7,710,880
See notes to consolidated financial statements.
6
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(Unaudited)
Units
Partner’s Capital
Limited
General
Treasury
Limited
General
Accumulated
Class A
Class B
Partnership
Subtotal
Units
Total
Class A
Class B
Partnership
Comprehensive Income
Total
Balance January 1, 2024
144,180
34,243
1,802
180,225
62,794
117,431
$
( 52,503,128 )
( 12,433,251 )
( 654,383 )
236,377
$
( 65,354,385 )
Distribution to Partners
—
—
—
—
—
—
( 6,754,507 )
( 1,604,196 )
( 84,431 )
—
( 8,443,134 )
Stock Buyback
—
—
—
—
421
( 421 )
( 721,259 )
( 170,872 )
( 8,993 )
—
( 901,124 )
Net Income
—
—
—
—
—
—
6,029,058
1,431,901
75,363
—
7,536,322
Net unrealized gain on derivative instruments for interest rate swaps
—
—
—
—
—
—
—
—
—
174,558
174,558
Balance June 30 , 2024
144,180
34,243
1,802
180,225
63,215
117,010
$
( 53,949,836 )
$
( 12,776,418 )
$
( 672,444 )
410,935
$
( 66,987,763 )
—
Balance January 1, 2025
144,180
34,243
1,802
180,225
63,549
116,676
$
( 50,305,360 )
( 11,910,628 )
( 626,877 )
408,962
( 62,433,902 )
Distribution to Partners
—
—
—
—
—
—
( 11,199,922 )
( 2,659,981 )
( 139,999 )
—
( 13,999,902 )
Stock Buyback
—
—
—
—
125
( 125 )
( 233,167 )
( 55,080 )
( 2,971 )
—
( 291,218 )
Net Income
—
—
—
—
—
—
6,356,479
1,509,664
79,456
—
7,945,599
Net unrealized (loss) on derivative instruments for interest rate swaps
—
—
—
—
—
—
—
—
—
( 193,914 )
( 193,914 )
Balance June 30, 2025
144,180
34,243
1,802
180,225
63,674
116,551
$
( 55,381,970 )
( 13,116,025 )
( 690,391 )
215,048
( 68,973,338 )
See notes to consolidated financial statements.
7
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
2025
2024
Cash Flows from Operating Activities
Net Income
$
7,945,599
$
7,536,322
Adjustments to reconcile net income to net cash provided by operating activities
Interest accrued on U.S. Treasury bills
—
( 2,259,599 )
Depreciation and amortization
8,379,730
8,505,064
Amortization of deferred finance costs
211,434
189,892
(Income) from investments in joint ventures
( 847,679 )
( 762,560 )
Change in operating assets and liabilities
Proceeds from unconsolidated joint ventures
62,500
82,500
(Increase) in rents receivable
( 74,947 )
( 74,677 )
(Decrease) in accounts payable and accrued expense
( 1,462,963 )
( 624,234 )
Decrease (Increase) in real estate tax escrow
63,807
( 155,753 )
Decrease (Increase) in prepaid expenses and other assets
1,510,783
( 1,349,617 )
Increase in advance rental payments and security deposits
2,220,108
399,764
Total Adjustments
10,062,773
3,950,780
Net cash provided by operating activities
18,008,372
11,487,102
Cash Flows From Investing Activities
Distribution in excess of investment in unconsolidated joint ventures
775,000
1,440,000
Investment in U.S. Treasury bills
( 31,060,131 )
( 83,635,733 )
Proceeds from U.S. Treasury bills
113,708,456
85,807,000
Developing of rental property and other related costs
( 10,247,195 )
( 4,185,791 )
Purchase of rental property
( 108,885,341 )
—
Improvement of rental properties
( 5,210,753 )
( 4,942,577 )
Net cash (used in) provided by investing activities
( 40,919,964 )
( 5,517,101 )
Cash Flows from Financing Activities
Principal payments of mortgage notes payable
( 20,482,614 )
( 1,392,912 )
Proceeds from Mortgage Notes Payable
56,746,890
—
Stock buyback
( 291,218 )
( 901,124 )
Distributions to partners
( 13,999,902 )
( 8,443,134 )
Net cash provided by (used in) financing activities
21,973,156
( 10,737,170 )
Net (Decrease) Increase in Cash and Cash Equivalents
( 938,436 )
( 4,767,169 )
Cash and Cash Equivalents, at beginning of period
17,615,940
18,230,463
Cash and Cash Equivalents, at end of period
$
16,677,504
$
13,463,294
See notes to consolidated financial statements.
8
Table of Contents
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025
(Unaudited)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Line of Business : New England Realty Associates Limited Partnership (“NERA”, the “Company” or the “Partnership”) was organized in Massachusetts in 1977. NERA and its subsidiaries own 34 properties which include 22 residential buildings; 6 mixed use residential, retail and office buildings; 6 commercial buildings and individual units at one condominium complex. These properties total 3,339 apartment units, 19 condominium units and approximately 159,000 square feet of commercial space. Additionally, the Partnership also owns a 40 - 50 % interest in 7 residential and mixed use properties consisting of 688 apartment units, 12,500 square feet of commercial space and a 50 car parking lot. The properties are located in Eastern Massachusetts and Southern New Hampshire.
Basis of Presentation: The financial statements have been prepared in conformity with GAAP. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgement. The Partnership’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Partnership’s financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.
Principles of Consolidation : The consolidated financial statements include the accounts of NERA and its subsidiaries. NERA has a 99.67 % to 100 % ownership interest in each subsidiary except for the seven limited liability companies (the “Investment Properties” or “Joint Ventures”) in which the Partnership has a 40 - 50 % ownership interest. The consolidated group is referred to as the “Partnership”. Minority interests are not recorded, since they are insignificant. All significant intercompany accounts and transactions are eliminated in consolidation. The Partnership accounts for its investment in the above-mentioned Investment Properties using the equity method of consolidation. (See Note 15: Investment in Unconsolidated Joint Ventures.)
The Partnership accounts for its investments in joint ventures using the equity method of accounting. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Generally, the Partnership would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Partnership has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Partnership only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. In 2013 and beyond, the carrying values of some investments fell below zero. We intend to fund our share of the investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments, nor do we have any legal obligation to fund operating deficits. (See Note 15: Investment in Unconsolidated Joint Ventures.)
The authoritative guidance on consolidation provides guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and the determination of which business enterprise, if any, should consolidate the VIE (the “primary beneficiary”). Generally, the consideration of whether an entity is a VIE applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that equity’s activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the
9
Table of Contents
variable interest entity’s performance; and (2) the obligation to absorb losses and rights to receive the returns from VIE that would be significant to the VIE.
Impairment: On an annual basis management assesses whether there are any indicators that the value of the Partnership’s rental properties or investments in unconsolidated subsidiaries may be impaired. In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management include reviewing low leased percentages, significant near term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near term mortgage debt maturities or other factors that might impact the Partnership’s intent and ability to hold 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. The Partnership’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved.
Revenue Recognition: Rental income from residential and commercial properties is recognized over the term of the related lease. For residential tenants, amounts 60 days in arrears are charged against income. The commercial tenants are evaluated on a case by case basis. Certain leases of the commercial properties provide for increasing stepped minimum rents, which are accounted for on a straight-line basis over the term of the lease. Revenue from commercial leases also include reimbursements and recoveries received from tenants for certain costs as provided in the lease agreement. The costs generally include real estate taxes, utilities, insurance, common area maintenance and recoverable costs. Rental concessions are also accounted for on the straight-line basis.
Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the differences between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases . The capitalized above-market lease amounts are accounted for as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.
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. The 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. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.
Rental Properties: Rental properties are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred; improvements and additions which improve or extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost of the asset and related accumulated depreciation is eliminated from the accounts, and any gain or loss on such disposition is included in income. Fully depreciated assets are removed from the accounts. Rental properties are depreciated by both straight-line and accelerated methods over their estimated useful lives. Upon acquisition of rental property, the Partnership estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Partnership allocated the purchase price to the assets acquired and liabilities assumed based on their fair values. The Partnership records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Partnership considers information obtained about each property as a result of its due diligence and marketing and leasing
10
Table of Contents
activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs, development and construction costs, regulatory fees, interest, property taxes, insurance, construction oversight fees, and other project costs incurred during the period of development. The Partnership considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity.
Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Partnership’s overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Partnership’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.
In the event that facts and circumstances indicate that the carrying value of a rental property may be impaired, an analysis of the value is prepared. The estimated future undiscounted cash flows are compared to the asset’s carrying value to determine if a write-down to fair value is required.
Leasing Fees: Leasing fees are capitalized and amortized on a straight-line basis over the life of the related lease. Unamortized balances are expensed when the corresponding fee is no longer applicable.
Deferred Financing Costs : Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. 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 $ 211,000 and $ 190,000 for the six months ended June 30, 2025 and 2024, respectively.
Derivative Instruments: The Partnership measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending upon the Partnership’s rights or obligations under the applicable derivative contract. For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are recognized in earnings in the affected period.
Income Taxes: The financial statements have been prepared on the basis that NERA and its subsidiaries are entitled to tax treatment as partnerships. Accordingly, no provision for income taxes has been recorded (See Note 14).
Cash Equivalents: 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 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.
11
Table of Contents
Segment Reporting: Operating segments are revenue producing components of the Partnership for which separate financial information is produced internally for management. Under the definition, NERA operated, for all periods presented, as one segment.
Other Comprehensive Income (Loss): 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 a comprehensive loss of approximately $194,000 and comprehensive income of approximately $175,000 for the six months ended June 30, 2025 and 2024, respectively.
Income (Loss) Per Depositary Receipt: Effective January 3, 2012, the Partnership authorized a 3 -for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10 -to-1 to 30 -to-1, such that each Depositary Receipt represents one-thirtieth ( 1 / 30 ) of a Class A Unit of the Partnership. All references to Depositary Receipts in the report are reflective of the 3 -for-1 forward split.
Income Per Unit: Net income per unit has been calculated based upon the weighted average number of units outstanding during each period presented. The Partnership has no dilutive units and, therefore, basic net income is the same as diluted net income per unit (see Note 7: Partners’ Capital).
Concentration of Credit Risks and Financial Instruments: The Partnership’s properties are located in New England, and the Partnership is subject to the general economic risks related thereto. No single tenant accounted for more than 5% of the Partnership’s revenues in 2025 or 2024. The Partnership makes its temporary cash investments with high-credit quality financial institutions. At June 30, 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 3.55 %. At June 30, 2025 and December 31, 2024, respectively, approximately $ 18,542,000 , 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 $ 160,000 and $ 177,000 for the six months ended June 30, 2025, and 2024, respectively .
Rental Property Held f or Sale: When assets are identified by management as held for sale, the Partnership discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. The Partnership generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale. If, in management’s opinion, the estimated net sales price, net of selling costs, of the assets which have been identified as held for sale is less than the carrying value of the assets, a valuation allowance is established. As of June 30,2025,the Partnership has designated two properties, located at 26 Brighton Avenue, and 90 Concord Avenue, in Belmont, Massachusetts with a value of approximately $3,000,000 as properties held for sale.
Interest Capitalized: 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 six months ended June 30, 2025 there was capitalized interest of approximately $ 360,000 .
Extinguishment of Debt: When existing mortgages are refinanced with the same lender and it is determined that the refinancing is substantially different, then they are recorded as an extinguishment of debt. However, if it is determined that the refinancing is substantially the same, then they are recorded as an exchange of debt. All refinancings qualify as extinguishment of debt.
Reclassification: Certain reclassifications have been made to prior period amounts in order to conform to current period presentation.
12
Table of Contents
NOTE 2. RENTAL PROPERTIES
As of June 30, 2025, the Partnership and its Subsidiary Partnerships owned 3,339 residential apartment units in 28 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 June 30, 2025, the Partnership and Subsidiary Partnerships owned two commercial shopping centers in Framingham, commercial buildings in Newton and Brookline, commercial space in mixed-use properties in Boston, Brockton, Belmont and Newton, and two commercial office buildings in Belmont, 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 June 30, 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.
On June 18, 2025, the Partnership, through its subsidiaries, purchased a mixed-use property comprising 396 residential units and 3 commercial units in Belmont, Massachusetts for $ 172,000,000 . Closing costs were approximately $ 218,000 . Additionally, the Partnership, through its subsidiaries, purchased two commercial properties for $ 3,000,000 in Belmont, Massachusetts. The property acquisitions were financed through proceeds from the sale of U.S. Treasury bills, additional borrowings on the Master Credit Facility of $ 40,000,000 , and proceeds of an interim mortgage loan of $ 67,500,000 .
From the purchase price, the Partnership allocated approximately $ 4,714,000 for in-place leases, approximately $ 305,000 to the value of tenant relationships and $ 1,165,000 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. In order to initiate construction, the Partnership demolished the existing building structures and started construction in January 2024. In order to comply with the permanent financing requirements for a 40B project, Mill Street Development signed a term sheet for a loan of up to $ 15 million, to be funded upon completion of the development project. In addition, Mill Street Development deposited $ 75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project. 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 $ 30.7 million. As of June 30, 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 $ 28,101,000 , 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.
13
Table of Contents
Rental properties consist of the following:
June 30, 2025
December 31, 2024
Useful Life
Land, improvements and parking lots
$
143,699,001
$
101,397,349
15
-
40
years
Buildings and improvements
384,616,677
279,272,215
15
-
40
years
Construction in Progress
30,812,730
16,758,245
N/A
Kitchen cabinets
24,437,570
14,187,702
5
-
10
years
Carpets
21,307,633
14,545,300
5
-
10
years
Air conditioning
500,000
500,000
5
-
10
years
Laundry equipment
497,107
475,931
5
-
7
years
Elevators
1,885,265
1,885,265
20
-
40
years
Swimming pools
1,090,604
1,090,604
10
-
30
years
Equipment
23,387,908
21,911,223
5
-
30
years
Motor vehicles
236,697
236,697
5
years
Fences
130,005
101,506
5
-
15
years
Furniture and fixtures
17,731,603
9,047,454
5
-
7
years
Total fixed assets
650,332,800
461,409,491
Less: Accumulated depreciation
( 190,989,676 )
( 182,892,842 )
$
459,343,124
$
278,516,649
NOTE 3. RELATED PARTY TRANSACTIONS
The Partnership’s properties are managed by The Hamilton Company, Inc. (the “Management Company”), an entity that is owned by the majority shareholders of NewReal, Inc., the general partner of the Partnership (the “General Partner”). 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 and Hill Estates. Total fees paid were approximately $ 1,653,000 and $ 1,571,000 for the six months ended June 30, 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 six months ended June 30, 2025 and 2024, approximately $ 417,000 and $ 568,000 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 $ 78,000 consisted of repairs and maintenance, and $ 110,000 for administrative expense. Approximately $ 225,000 of expenses for construction, architectural services and supervision of capital projects were capitalized in rental properties, and approximately $ 4,000 for brokerage fees. Additionally in 2025, the Hamilton Company received approximately $ 444,000 from the Investment Properties of which approximately $ 385,000 was the management fee, approximately $ 35,000 for construction, architectural services, and supervision of capital projects, approximately $ 21,000 for repairs and maintenance, and approximately $ 3,000 for legal expense. The management fee is equal to 4 % of gross receipts of rental income on the majority of the investment properties, 3 % on Hill Estates, and 2 % on Dexter Park.
The Partnership reimburses the Management Company for the payroll and related expenses of the employees who work at the properties. Total reimbursement was approximately $ 2,255,000 and $ 2,086,000 for the six months ended June 30, 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 six months ended June 30, 2025, the Partnership incurred $ 32,000 for the employer’s match portion to the plan. For the six months ended June 30, 2024, the Partnership incurred $ 32,000 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 three months ended June 30, 2025 and 2024 the Management Company charged the Partnership $ 62,500 ($ 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 $ 275,000 and $ 70,000 for the six months ended June
14
Table of Contents
30, 2025 and 2024, respectively. David Reier is a Director of New Real, Inc., who billed the Partnership approximately $ 6,000 for legal fees for the period ending June 30, 2025.
The Partnership has invested in seven limited partnerships, which have invested in mixed use residential apartment complexes. The Partnership has a 40 % to 50 % ownership interest in each investment property. The other investors are the Brown family related entities, and five current and previous employees of the Management Company. The Brown Family related entities’ ownership interest was between 47.6 % and 59 %. See Note 15 for a description of the properties and their operations .
NOTE 4. PREPAID EXPENSES and OTHER ASSETS
Approximately $ 3,658,000 , and $ 3,463,000 of security deposits are included in prepaid expenses and other assets at June 30, 2025 and December 31, 2024, respectively.
Also, included in prepaid expenses and other assets at June 30, 2025 and December 31, 2024 is approximately $ 1,784,000 and $ 2,260,000 , respectively, held in escrow to fund future capital improvements.
In addition, included in prepaid expenses and other assets at June 30, 2025 is approximately $ 895,000 of mortgage insurance escrows.
Intangible assets on the acquisition of rental properties are included in prepaid expenses and other assets. Intangible assets are approximately $ 5,128,000 and $ 334,000 net of accumulated amortization of approximately $ 1,441,000 and $ 1,215,000 at June 30, 2025, and at December 31, 2024, respectively.
Financing fees in association with the line of credit of approximately $ 180,000 and $ 217,000 are net of accumulated amortization of approximately $ 46,000 and $ 8,000 at June 30, 2025 and December 31, 2024 respectively.
NOTE 5. MORTGAGE NOTES PAYABLE
At June 30, 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 June 30, 2025, the interest rates on these loans ranged from 2.97 % to 5.99 %, payable in monthly installments aggregating approximately $ 2,101,000 including principal, to various dates through 2035. The majority of the mortgages are subject to prepayment penalties. At June 30, 2025, the weighted average interest rate on the above mortgages was 4.21 %. The effective rate of 4.29 % includes the amortization expense of deferred financing costs. See Note 12 for fair value information. 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 $ 3,112,000 and $ 2,399,000 are net of accumulated amortization of approximately $ 1,869,000 and $ 1,733,000 at June 30, 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.
On May 30, 2025, the Partnership borrowed $ 18,664,000 at a fixed interest rate of 5.84 %. Proceeds were used to refinance the existing mortgage on Hamilton Highlands. Also on May 30, 2025, the Partnership borrowed an additional $ 40,000,000 at a fixed rate of 5.99 %. Proceeds were subsequently used for the purchase of Hill Estates. Both advances were made from the existing Master Credit Facility as amended with KeyBank.
On June 18, 2025, the Partnership entered into an interim loan agreement with KeyBank for $ 67,500,000 at a floating interest rate of the SOFR rate plus 150 basis points. The note is due on December 17, 2025. Proceeds of the loan were used for the purchase of Hill Estates. The loan is secured by a mortgage on the property and is limited guaranteed by the Partnership.
The Loan is prepayable, without prepayment penalty, upon not less than seven ( 7 ) days prior written notice to KeyBank as the Lender.
15
Table of Contents
Approximate annual maturities at June 30, 2025 are as follows:
2026—current maturities
$
70,705,000
2027
6,595,000
2028
23,155,000
2029
58,327,000
2030
21,571,000
Thereafter
333,934,000
514,287,000
Less: unamortized deferred financing costs
3,112,000
$
511,175,000
Line of Credit
On November 21, 2024, the Partnership entered into an agreement with Brookline Bank 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 is waived for any period in which the Partnership maintains aggregate deposits of twenty million dollars with the Lender. As of June 30, 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 29 of its Subsidiary Partnerships and Joint Ventures. Pledged interests are 49 % of the Partnership’s ownership interest in the respective entities.
16
Table of Contents
NOTE 6. 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 June 30, 2025, amounts received for prepaid rents of approximately $ 4,363,000 are included in cash and cash equivalents, and security deposits of approximately $ 3,658,000 are included in prepaid expenses and other assets and are restricted cash.
NOTE 7. PARTNERS’ CAPITAL
The Partnership has two classes of Limited Partners (Class A and B) and one category of General Partner. Under the terms of the Partnership Agreement, distributions to holders of Class B Units and General Partnership Units must represent 19 % and 1 %, respectively, of the distributions made to the total units outstanding. All classes have equal profit sharing and distribution rights, in proportion to their ownership interests.
In March 2025, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on March 31, 2025. 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 2025, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on May 30, 2025.
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 .
The Partnership has entered into a deposit agreement with an agent to facilitate public trading of limited partners’ interests in Class A Units. Under the terms of this agreement, the holders of Class A Units have the right to exchange each Class A Unit for 30 Depositary Receipts. The following is information per Depositary Receipt:
Six Months Ended
June 30,
2025
2024
Net Income per Depositary Receipt
$
2.27
$
2.14
Distributions per Depositary Receipt
$
4.00
$
2.40
NOTE 8. TREASURY UNITS
Treasury Units at June 30, 2025 are as follows:
Class A
50,940
Class B
12,098
General Partnership
636
63,674
On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program (“Repurchase Program”) under which the Partnership was permitted to purchase, over a period of twelve months , up to 300,000 Depositary Receipts (each of which is one-tenth of a Class A Unit). Over time, the General Partner has authorized increases in the equity repurchase program. On March 10, 2015, the General Partner authorized an increase in the Repurchase Program from 1,500,000 to 2,000,000 Depository Receipts and extended the Program for an additional five years from March 31, 2015 until March 31, 2020. On March 9, 2020, the General Partner extended the program for an additional five years from March 31, 2020 to March 31, 2025. The Repurchase Program required 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’s Second Amended and Restated Contract of Limited Partnership. 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.
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
17
Table of Contents
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 June 30, 2025, the Partnership has repurchased 1,553,365 Depositary Receipts at an average price of $ 32.30 per receipt (or $ 969 per underlying Class A Unit), 4,561 Class B Units and 240 General Partnership Units, both at an average price of $ 1,294 per Unit, totaling approximately $ 56,381,000 including brokerage fees paid by the Partnership .
During the six months ended June 30, 2025, the Partnership purchased a total of 3,007 Depositary Receipts. The average price was $ 77.13 per receipt, or $ 2,313.90 per unit. The cost including commission was approximately $ 233,168 . The Partnership was required to repurchase 23.8 Class B Units and 1.3 General Partnership units at a cost of $ 55,080 and $ 2,971 respectively.
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Partnership, the Subsidiary Partnerships, and the Investment Properties and their properties are not presently subject to any material litigation, and, to management’s knowledge, there is not any material litigation presently threatened against them. The properties are occasionally subject to ordinary routine legal and administrative proceedings incident to the ownership of residential and commercial real estate. Some of the legal and other expenses related to these proceedings are covered by insurance and none of these costs and expenses are expected to have a material adverse effect on the Consolidated Financial Statements of the Partnership. In addition, the Partnership has a contractual commitment of approximately $ 30,700,000 related to the ongoing construction project at the Mill Street Development.
NOTE 10. RENTAL INCOME
During the six months ended June 30, 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 June 30 2025 as follows:
Commercial
Property Leases
2026
$
3,862,564
2027
3,264,636
2028
2,781,752
2029
2,279,685
2030
1,681,497
Thereafter
8,972,847
$
22,842,981
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 $ 466,000 and $ 398,000 for the six months ended June 30, 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 34 % of the total commercial rental income.
18
Table of Contents
The following information is provided for commercial leases:
Annual base
Percentage of
rent for
Total square feet
Total number of
annual base rent for
Through June 30,
expiring leases
for expiring leases
leases expiring
expiring leases
2026
$
459,785
26,520
26
11
%
2027
639,314
19,926
11
16
%
2028
436,121
12,454
7
11
%
2029
402,289
10,033
6
10
%
2030
541,212
18,405
8
13
%
2031
—
—
—
—
%
2032
110,600
1,106
1
3
%
2033
—
—
—
—
%
2034
533,784
20,897
2
13
%
2035
—
—
—
—
%
Thereafter
947,721
27,140
3
23
%
Totals
$
4,070,826
136,481
64
100
%
Rents receivable are net of an allowance for doubtful accounts of approximately $ 958,000 and $ 1,085,000 at June 30, 2025 and December 31, 2024. Included in rents receivable at June 30, 2025 is approximately $ 258,000 resulting from recognizing rental income from non-cancelable commercial leases with future rental increases on a straight-line basis.
NOTE 11. CASH FLOW INFORMATION
During the six months ended June 30, 2025 and 2024, cash paid for interest was approximately $ 7,323,000 , and $ 7,649,000 respectively. Cash paid for state income taxes was approximately $ 127,000 and $ 100,000 during the six months ended June 30, 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 $ 2,309,000 . Interest capitalized amounted to approximately $ 360,000 for the six months ended June 30, 2025. The Partnership purchased the Hill Estates property partially through a mortgage payable which represents noncash Investing and Financing activities of $ 67,500,000 .
NOTE 12. FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
At June 30, 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 June 30, 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 had investments in U.S. Treasury bills, some of which matured over a period greater than 90 days and were classified as short-term investments. The U.S. 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 were adjusted for accretion of discounts over the remaining life of the investment. Income related to the U.S. Treasury bills is recognized in interest income in the Partnership’s consolidated statement of income. The U.S. Treasury bills classified within Level I of the fair value hierarchy.
At June 30, 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
19
Table of Contents
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 June 30, 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 June 30, 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:
● For cash and cash equivalents, accounts receivable, other assets, investment in partnerships, accounts payable, advance rents and security deposits: fair value approximates the carrying value of such assets and liabilities.
● For mortgage notes payable and treasury bills: fair value is generally based on estimated future cash flows, which are discounted using the quoted market rate from an independent source for similar obligations. Refer to the table below for the carrying amount and estimated fair value of such instruments.
The following table reflects the carrying amounts and estimated fair value of our debt.
June 30, 2025
Dec 31, 2024
Carrying Value
Fair Value
Carrying Value
Fair Value
Assets
Cash equivalents
16,677,504
16,677,504
17,615,940
17,615,940
Treasury bills
—
—
83,586,405
83,638,670
Total Assets
16,677,504
16,677,504
101,202,345
101,254,610
Liabilities
Mortgage payable *
- Partnership properties
511,175,005
467,475,654
406,205,910
351,384,919
- Investment properties
172,223,009
165,637,202
172,287,696
161,536,968
Total Liabilities
683,398,014
633,112,856
578,493,606
512,921,887
* Net of unamortized deferred financing costs
Disclosure about fair value of financial instruments is based on pertinent information available to management as of June 30, 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 June 30, 2025 and current estimates of fair value may differ significantly from the amounts presented herein.
NOTE 13. DERIVATIVE FINANCIAL INSTRUMENTS
Cash Flow Hedges of Interest Rate Risk
The Partnership’s objectives in using rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Partnership uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Partnership making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Partnership’s variable rate debt. During the next 12 months, the Partnership estimates $ 57,000 will be reclassified as a decrease to interest expense .
20
Table of Contents
As of June 30, 2025, the Partnership had one interest rate swap outstanding with a notional amount of approximately $ 215,000 designated as cash flow hedges of interest rate risk. As of June 30, 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 June 30, 2025 and December 31, 2024.
Fair Value
Asset Derivatives designated
June 30,
December 31,
as hedging instruments
2025
2024
Balance sheet location
Interest rate swaps
$
215,048
$
408,962
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 June 30, 2025 and 2024.
Location of Gain
or (Loss)
Amount of Gain
Total Amount of
Reclassified
or (Loss)
Location of Gain
Interest Expense
Amount of Gain
from
Reclassified
or (Loss) Recognized
presented in the
Derivatives in Cash Flow
or (Loss) Recognized
Accumulated
from Accumulated
in Income on
consolidated statements
Hedging Relationships
in OCI on Derivative
OCI Into Income
OCI into Income
Derivative
of operations
Three Months Ended June 30,
2025
2024
2025
2024
2025
2024
Interest rate swaps
$
( 64,024 )
$
32,524
Interest expense
$
—
$
—
Interest and other investment income (loss)
$
( 4,136,156 )
$
( 3,899,695 )
Six Months Ended June 30,
Interest rate swaps
$
( 193,914 )
$
174,558
Interest expense
$
—
$
—
Interest and other investment income (loss)
$
( 7,927,588 )
$
( 7,806,711 )
NOTE 14. TAXABLE INCOME AND TAX BASIS
Taxable income reportable by the Partnership and includable in its partners’ tax returns is different than financial statement income because of tax free exchanges, different depreciation methods, different tax lives, other items with limited tax deductibility carryovers and timing differences related to prepaid rents, allowances and intangible assets at significant acquisitions. Federal taxable income of approximately $ 21,102,000 was approximately $ 5,440,000 more than statement income for the year ended December 31, 2024. The Federal cumulative tax basis of the Partnership’s real estate at December 31, 2024 is approximately $ 10,000,000 less than the statement basis. The primary reasons for the difference in tax basis are tax free exchanges, accelerated depreciation, bonus depreciation, and other timing differences. The Partnership’s Federal tax basis in its joint venture investments is approximately $ 1,000,000 more than statement basis. 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. These taxes are not significant and are recorded as operating expenses in the accompanying consolidated financial statements.
The Partnership adopted the amended provisions related to uncertain tax provisions of ASC 740, Income Taxes. As a result of the implementation of the guidance, the Partnership recognized no material adjustment regarding its tax accounting treatment. The Partnership expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which would be included in general and administrative expense.
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 June 30, 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.
NOTE 15. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The Partnership has invested in seven limited partnerships and limited liability companies, the majority of which have invested in residential apartment complexes, with three Joint Ventures investing in commercial property. The
21
Table of Contents
Partnership has between a 40 %- 50 % ownership interests in each investment. 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. 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 purchase price was $ 129,500,000 . The original mortgage was $ 89,914,000 with an interest rate of 5.57 % and was to mature in 2019. The mortgage called for interest only payments for the first two years of the loan and amortized over 30 years thereafter.
On May 31, 2018, Hamilton Park Towers, LLC, entered into a Mortgage Note with John Hancock Life Insurance Company (U.S.A.) in the principal amount of $ 125,000,000 . Interest only payments on the Note are payable on a monthly basis at a fixed interest rate of 3.99 % per annum, and the principal amount of the Note is due and payable on June 1, 2028. The Note is secured by a mortgage on the Dexter Park apartment complex located at 175 Freeman Street, Brookline, Massachusetts pursuant to a Mortgage, Assignment of Leases and Rents and Security Agreement dated May 31, 2018. The Note is guaranteed by the Partnership and HBC Holdings, LLC pursuant to a Guaranty Agreement dated May 31, 2018.
Hamilton Park used the proceeds of the loan to pay off an outstanding loan of approximately $ 82,000,000 and distributed approximately $ 41,200,000 to its owners. The Partnership’s share of the distribution was approximately $ 16,500,000 . As a result of the distribution, the carrying value of the investment fell below zero . 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 June 30, 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.
On March 7, 2005, the Partnership invested $ 2,000,000 for a 50 % ownership interest in a building comprising 48 apartments, one commercial space and a 50 -car surface parking lot located in Boston, Massachusetts. The purchase price was $ 14,300,000 , with a $ 10,750,000 mortgage. The Joint Venture planned to operate the building and initiate development of the parking lot. In June 2007, the Joint Venture separated the parcels, formed an additional limited liability company for the residential apartments and obtained a mortgage on the property. The new limited liability company formed for the residential apartments and commercial space is referred to as Hamilton Essex 81, LLC. In August 2008, the Joint Venture restructured the mortgages on both parcels at Essex 81. On September 30, 2015, Hamilton Essex 81, LLC obtained a new 10 year mortgage in the amount of $ 10,000,000 , interest only at 2.18 % plus the one month Libor rate . The proceeds of the note were used to pay off the existing mortgage of $ 8,040,719 and the Partnership received a distribution of $ 978,193 for its share of the excess proceeds. As a result of the distribution, 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, the Partnership intends to fund its share of any future operating deficits if needed. At June 30, 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; the investment in the apartments is referred to as Hamilton Essex 81, LLC. The Partnership is currently in the process of refinancing the Hamilton Essex 81, LLC mortgage. See Note 19, SUBSEQUENT EVENTS.
On March 2, 2005, the Partnership invested $ 2,352,000 for a 50 % ownership interest in a 176 -unit apartment complex with an additional small commercial building located in Quincy, Massachusetts. The purchase price was $ 23,750,000 . The Joint Venture sold 127 of the units as condominiums and retained 49 units for long-term investment. The Joint Venture obtained a new 10 -year mortgage in the amount of $ 5,000,000 on the units to be retained by the Joint Venture. The interest on the new loan was 5.67 % fixed for the 10 year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan term. On July 8, 2016, Hamilton 1025 LLC paid off the outstanding balance of the mortgage balance. The Partnership made a capital contribution of $ 2,359,500 to Hamilton 1025, LLC for its share of the funds required for the transaction. After paying off the mortgage, the Partnership began to sell off the individual units. In 2019, all residential units were sold. The Partnership still owns the commercial building. This investment is referred to as Hamilton 1025, LLC.
In September 2004, the Partnership invested approximately $ 5,075,000 for a 50 % ownership interest in a 42 -unit apartment complex located in Lexington, Massachusetts. The purchase price was $ 10,100,000 . On September 12,
22
Table of Contents
2016, the property was refinanced with a 15 year mortgage in the amount of $ 6,000,000 , at 3.71 %, interest only. 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 . 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 June 30 2025, the balance on this mortgage before unamortized deferred financing costs is $ 6,000,000 . This investment is referred to as Hamilton Minuteman, LLC.
In August 2004, the Partnership invested $ 8,000,000 for a 50 % ownership interest in a 280 -unit apartment complex located in Watertown, Massachusetts. The total purchase price was $ 56,000,000 . The Joint Venture sold 137 units as condominiums. The assets were combined with Hamilton on Main Apartments. Hamilton on Main, LLC is known as Hamilton Place. In August 2014, the property was refinanced with a 10 year mortgage in the amount of $ 16,900,000 at 4.34 % interest only. The Joint Venture paid off the prior mortgage of approximately $ 15,205,000 with the proceeds of the new mortgage and distributed $ 850,000 to the Partnership. The costs associated with the refinancing were approximately $ 161,000 . On April 18, 2024 the Borrower and KeyBank executed amended loan documents reflecting the transfer of interest in the Borrower. In conjunction with the execution of the amended loan documents, KeyBank provided a courtesy reduction equal to 50 % of the transfer fee. In August 2024, the property was refinanced with a 10 year mortgage in the amount of $ 23,589,000 at 5.425 % interest only. The Joint Venture paid off the prior mortgage of approximately $ 16,900,000 with the proceeds of the new mortgage and distributed $ 2,000,000 to the Partnership. The costs associated with the refinancing were approximately $ 243,000 . 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 June 30, 2025, the balance of the mortgage before unamortized deferred finance is $ 23,589,000 . The investment is referred to as Hamilton on Main LLC.
In November 2001, the Partnership invested approximately $ 1,533,000 for a 50 % ownership interest in a 40 -unit apartment building in Cambridge, Massachusetts. In June 2013, the property was refinanced with a 15 year mortgage in the amount of $ 10,000,000 at 3.87 %, interest only for 3 years and is amortized on a 30-year schedule for the balance of the term. The Joint Venture paid off the prior mortgage of approximately $ 6,776,000 with the proceeds of the new mortgage. After the refinancing, the Joint Venture made a distribution of $ 1,610,000 to the Partnership. As a result of the distribution, 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, the Partnership intends to fund its share of any future operating deficits if needed. At June 30, 2025, the balance of this mortgage before unamortized deferred financing costs is approximately $ 8,119,000 . This investment is referred to as 345 Franklin, LLC.
Summary financial information at June 30, 2025
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
ASSETS
Rental Properties
$
5,065,184
$
2,579,456
$
4,010,711
$
70,131
$
3,847,684
$
13,180,990
$
69,605,017
$
98,359,173
Cash & Cash Equivalents
1,364,311
67,004
65,073
14,483
479,150
588,855
5,210,740
7,789,616
Rent Receivable
197,025
65,560
15,696
—
3,888
36,070
149,279
467,518
Real Estate Tax Escrow
68,876
—
43,268
—
32,079
—
—
144,223
Prepaid Expenses & Other Assets
306,479
29,207
61,802
7
54,603
299,310
2,941,014
3,692,422
Total Assets
$
7,001,875
$
2,741,227
$
4,196,550
$
84,621
$
4,417,404
$
14,105,225
$
77,906,050
$
110,452,952
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
$
9,996,553
$
—
$
8,099,455
$
—
$
5,949,194
$
23,366,292
$
124,811,515
$
172,223,009
Accounts Payable & Accrued Expense
282,111
6,311
64,117
1,977
55,030
240,187
793,185
1,442,918
Advance Rental Pmts & Security Deposits
369,428
—
258,189
—
179,124
483,952
4,055,646
5,346,339
Total Liabilities
10,648,092
6,311
8,421,761
1,977
6,183,348
24,090,431
129,660,346
179,012,266
Partners’ Capital
( 3,646,217 )
2,734,916
( 4,225,211 )
82,644
( 1,765,944 )
( 9,985,206 )
( 51,754,296 )
( 68,559,314 )
Total Liabilities and Capital
$
7,001,875
$
2,741,227
$
4,196,550
$
84,621
$
4,417,404
$
14,105,225
$
77,906,050
$
110,452,952
Partners’ Capital %—NERA
50
%
50
%
50
%
50
%
50
%
50
%
40
%
Investment in Unconsolidated Joint Ventures
$
—
$
1,367,458
$
—
$
41,322
$
—
$
—
$
—
1,408,780
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures
$
( 1,823,109 )
$
—
$
( 2,112,606 )
$
—
$
( 882,972 )
$
( 4,992,603 )
$
( 20,701,718 )
( 30,513,007 )
Total Investment in Unconsolidated Joint Ventures (Net)
$
( 29,104,227 )
Total units/condominiums
Apartments
48
—
40
—
42
148
409
687
Commercial
1
1
—
1
—
—
—
3
Total
49
1
40
1
42
148
409
690
23
Table of Contents
Financial information for the six months ended June 30, 2025
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
998,349
$
120,942
$
960,298
$
49,835
$
743,084
$
2,176,046
$
8,932,174
$
13,980,728
Laundry and Sundry Income
5,091
—
—
29,211
93,984
128,286
1,003,440
120,942
960,298
49,835
743,084
2,205,257
9,026,158
14,109,014
Expenses
Administrative
15,191
2,011
21,560
2,876
16,369
48,363
143,595
249,965
Depreciation and Amortization
231,944
5,855
174,660
1,632
170,946
573,175
1,823,872
2,982,084
Management Fees
39,691
5,058
36,692
2,060
29,578
86,031
186,390
385,500
Operating
172,413
—
67,248
59
80,485
290,502
734,048
1,344,755
Renting
10,217
—
36,277
68
9,267
54,477
47,216
157,522
Repairs and Maintenance
84,844
—
68,790
—
61,422
295,861
737,244
1,248,161
Taxes and Insurance
148,755
34,773
95,999
9,737
80,492
240,454
1,429,725
2,039,935
703,055
47,697
501,226
16,432
448,559
1,588,863
5,102,090
8,407,922
Income Before Other Income
300,385
73,245
459,072
33,403
294,525
616,394
3,924,068
5,701,092
Other Income (Loss)
Interest Expense
( 344,358 )
—
( 164,862 )
—
( 117,222 )
( 660,946 )
( 2,539,706 )
( 3,827,094 )
Interest Income
19,472
682
3,897
288
4,960
8,821
75,139
113,259
( 324,886 )
682
( 160,965 )
288
( 112,262 )
( 652,125 )
( 2,464,567 )
( 3,713,835 )
Net (Loss) Income
$
( 24,501 )
$
73,927
$
298,107
$
33,691
$
182,263
$
( 35,731 )
$
1,459,503
$
1,987,257
Net (Loss) Income —NERA 50 %
$
( 12,250 )
$
36,964
$
149,053
$
16,845
$
91,132
$
( 17,866 )
263,878
Net Income —NERA 40 %
$
583,801
583,801
$
847,679
Financial information for the three months ended June 30, 2025
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
493,808
$
60,471
$
457,180
$
24,918
$
375,471
$
1,070,467
$
4,484,108
$
6,966,423
Laundry and Sundry Income
2,734
—
—
—
14,146
53,836
70,716
496,542
60,471
457,180
24,918
375,471
1,084,613
4,537,944
7,037,139
Expenses
Administrative
6,235
1,005
7,594
2,050
5,014
8,170
57,263
87,331
Depreciation and Amortization
116,036
2,928
87,631
816
86,129
287,273
918,654
1,499,467
Management Fees
19,403
2,529
17,629
1,030
15,298
43,065
93,045
191,999
Operating
74,151
—
28,420
59
23,121
102,489
294,692
522,932
Renting
9,998
—
5,537
48
3,801
22,273
22,669
64,326
Repairs and Maintenance
42,911
—
33,958
—
38,645
149,182
395,626
660,322
Taxes and Insurance
74,563
17,423
47,993
5,024
40,525
120,874
713,322
1,019,724
343,297
23,885
228,762
9,027
212,533
733,326
2,495,271
4,046,101
Income Before Other Income
153,245
36,586
228,418
15,891
162,938
351,287
2,042,673
2,991,038
Other Income (Loss)
Interest Expense
( 173,048 )
—
( 82,376 )
—
( 58,927 )
( 332,246 )
( 1,273,633 )
( 1,920,230 )
Interest Income
9,620
341
1,867
133
2,775
3,693
43,337
61,766
( 163,428 )
341
( 80,509 )
133
( 56,152 )
( 328,553 )
( 1,230,296 )
( 1,858,464 )
Net Income (Loss)
$
( 10,183 )
$
36,927
$
147,909
$
16,024
$
106,786
$
22,734
$
812,377
$
1,132,574
Net Income (Loss)—NERA 50 %
$
( 5,092 )
$
18,464
$
73,955
$
8,012
$
53,393
$
11,368
160,100
Net Income —NERA 40 %
$
324,952
324,952
$
485,051
Future annual mortgage maturities at June 30, 2025 are as follows:
Hamilton
345
Hamilton
Hamilton on
Dexter
Period End
Essex 81
Franklin
Minuteman
Main Apts
Park
Total
6/30/2026
$
10,000,000
$
254,197
$
—
$
$
—
$
10,254,197
6/30/2027
—
264,211
—
—
—
264,211
6/30/2028
—
274,619
—
—
—
274,619
6/30/2029
—
7,326,403
—
—
125,000,000
132,326,403
6/30/2030
—
—
—
—
—
—
Thereafter
—
—
6,000,000
23,589,000
—
29,589,000
10,000,000
8,119,430
6,000,000
23,589,000
125,000,000
172,708,430
Less: unamortized deferred financing costs
( 3,447 )
( 19,975 )
( 50,806 )
( 222,708 )
( 188,485 )
( 485,421 )
$
9,996,553
$
8,099,455
$
5,949,194
$
23,366,292
$
124,811,515
$
172,223,009
At June 30, 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.
24
Table of Contents
Summary financial information at June 30, 2024
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
ASSETS
Rental Properties
$
5,246,865
$
2,581,946
$
4,308,810
$
73,395
$
4,054,581
$
12,884,525
$
71,900,948
$
101,051,070
Cash & Cash Equivalents
1,141,309
38,045
160,348
17,673
123,723
795,809
1,601,735
3,878,642
Rent Receivable
197,191
75,733
1,293
3,309
2,211
19,042
147,332
446,111
Real Estate Tax Escrow
81,453
—
31,596
—
29,661
191,490
—
334,200
Prepaid Expenses & Other Assets
351,532
41,042
110,132
1,038
71,628
363,109
3,413,479
4,351,960
Total Assets
$
7,018,350
$
2,736,766
$
4,612,179
$
95,415
$
4,281,804
$
14,253,975
$
77,063,494
$
110,061,983
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable
$
9,982,764
$
—
$
8,337,358
$
—
$
5,941,010
$
16,897,325
$
124,746,893
$
165,905,350
Accounts Payable & Accrued Expense
136,741
2,000
70,945
3,545
68,813
190,892
722,878
1,195,814
Advance Rental Pmts& Security Deposits
374,170
—
307,229
—
176,456
537,218
4,124,873
5,519,946
Total Liabilities
10,493,675
2,000
8,715,532
3,545
6,186,279
17,625,435
129,594,644
172,621,110
Partners’ Capital
( 3,475,325 )
2,734,766
( 4,103,353 )
91,870
( 1,904,475 )
( 3,371,460 )
( 52,531,150 )
( 62,559,127 )
Total Liabilities and Capital
$
7,018,350
$
2,736,766
$
4,612,179
$
95,415
4,281,804
$
14,253,975
$
77,063,494
$
110,061,983
Partners’ Capital %—NERA
50
%
50
%
50
%
50
%
50
%
50
%
40
%
Investment in Unconsolidated Joint Ventures
$
—
$
1,367,383
$
—
$
45,935
$
$
$
$
1,413,318
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures
$
( 1,737,662 )
$
—
$
( 2,051,676 )
$
—
$
( 952,238 )
$
( 1,685,730 )
$
( 21,012,460 )
( 27,439,764 )
Total Investment in Unconsolidated Joint Ventures (Net)
$
( 26,026,446 )
Total units/condominiums
Apartments
48
—
40
0
42
148
409
687
Commercial
1
1
—
1
—
—
—
3
Total
49
1
40
1
42
148
409
690
Financial information for the six months ended June 30, 2024
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
918,853
$
120,942
$
891,084
$
51,633
$
711,617
$
2,057,301
$
8,529,299
$
13,280,729
Laundry and Sundry Income
6,344
—
( 236 )
—
—
25,244
95,538
126,890
925,197
120,942
890,848
51,633
711,617
2,082,545
8,624,837
13,407,619
Expenses
Administrative
10,543
3,000
14,979
1,401
10,318
43,143
100,148
183,532
Depreciation and Amortization
231,911
5,855
172,796
1,632
166,005
533,325
1,837,161
2,948,685
Management Fees
37,186
4,132
34,954
2,068
28,309
82,234
180,292
369,175
Operating
176,997
—
41,384
( 38 )
64,776
244,472
750,508
1,278,099
Renting
7,634
—
9,776
63
9,691
56,737
52,816
136,717
Repairs and Maintenance
94,619
—
44,882
1,650
61,165
330,278
883,402
1,415,996
Taxes and Insurance
163,965
35,192
99,480
10,174
78,756
206,992
1,284,141
1,878,700
722,855
48,179
418,251
16,950
419,020
1,497,181
5,088,468
8,210,904
Income Before Other Income
202,342
72,763
472,597
34,683
292,597
585,364
3,536,369
5,196,715
Other Income (Loss)
Interest Expense
( 394,241 )
—
( 169,105 )
—
( 118,295 )
( 385,098 )
( 2,566,448 )
( 3,633,187 )
Interest Income
21,250
1,190
4,629
418
5,463
22,651
45,289
100,890
Other income (Expense)
—
—
—
—
—
63,745
—
63,745
( 372,991 )
1,190
( 164,476 )
418
( 112,832 )
( 298,702 )
( 2,521,159 )
( 3,468,552 )
Net Income (Loss)
$
( 170,649 )
$
73,953
$
308,121
$
35,101
$
179,765
$
286,662
$
1,015,210
$
1,728,163
Net Income (Loss)—NERA 50 %
$
( 85,324 )
$
36,976
$
154,060
$
17,550
$
89,883
$
143,331
356,475
Net Income —NERA 40 %
$
406,085
406,085
$
762,560
25
Table of Contents
Financial information for the three months ended June 30, 2024
Hamilton
Hamilton
Hamilton
Hamilton
Essex
345
Hamilton
Minuteman
on Main
Dexter
Essex 81
Development
Franklin
1025
Apts
Apts
Park
Total
Revenues
Rental Income
$
450,375
$
60,471
$
447,328
$
24,745
$
360,169
$
1,049,070
$
4,181,290
$
6,573,448
Laundry and Sundry Income
3,568
—
( 242 )
—
12,580
50,108
66,014
453,943
60,471
447,086
24,745
360,169
1,061,650
4,231,398
6,639,462
Expenses
Administrative
5,325
1,000
6,059
700
3,384
33,819
48,109
98,396
Depreciation and Amortization
116,067
2,928
86,398
816
83,272
272,073
923,409
1,484,963
Management Fees
16,759
1,653
17,537
1,006
14,079
42,043
88,411
181,488
Operating
93,958
—
15,519
174
19,202
110,070
312,204
551,127
Renting
6,395
—
5,681
45
4,161
29,150
20,424
65,856
Repairs and Maintenance
56,162
—
21,838
1,650
31,880
183,947
529,212
824,689
Taxes and Insurance
94,622
17,600
50,195
5,498
39,588
105,451
642,003
954,957
389,288
23,181
203,227
9,889
195,566
776,553
2,563,772
4,161,476
Income Before Other Income
64,655
37,290
243,859
14,856
164,603
285,097
1,667,626
2,477,986
Other Income (Loss)
Interest Expense
( 197,041 )
—
( 84,238 )
( 205 )
( 59,144 )
( 191,983 )
( 1,269,641 )
( 1,802,252 )
Interest Income
10,829
419
2,268
418
2,980
9,801
24,616
51,331
( 186,212 )
419
( 81,970 )
213
( 56,164 )
( 182,182 )
( 1,245,025 )
( 1,750,921 )
Net Income (Loss)
$
( 121,557 )
$
37,709
$
161,889
$
15,069
$
108,439
$
102,915
$
422,601
$
727,065
Net Income (Loss)—NERA 50 %
$
( 60,780 )
$
18,854
$
80,944
$
7,535
$
54,220
$
51,459
152,230
Net Income —NERA 40 %
$
169,039
169,039
$
321,269
NOTE 16. EMPLOYEE BENEFIT 401(k) PLANS
Employees of the Partnership, who meet certain minimum age and service requirements, are eligible to participate in the Management Company’s 401(k) Plan (the “401(k) Plan”). Eligible employees may elect to defer up to 90 percent of their eligible compensation on a pre-tax basis to the 401(k) Plan, subject to certain limitations imposed by federal law.
The amounts contributed by employees are immediately vested and non-forfeitable. The Partnership matches 50 % up to 6 % of compensation deferred by each employee in the 401(k) plan. The Partnership may make discretionary matching or profit-sharing contributions to the 401(k) Plan on behalf of eligible participants in any plan year. 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 six months ended June 30, 2025 was $ 32,000 .
NOTE 17. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS
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.
26
Table of Contents
NOTE 18. 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.
NOTE 19. SUBSEQUENT EVENTS
On August 7, 2025, the Partnership approved a quarterly distribution of $ 12.00 per Unit ($ 0.40 per Receipt), payable on September 30, 2025.
From July 1, 2025 through August 8, 2025, the Partnership has purchased 533 Depository Receipts .
On July 14, 2025, the Partnership entered into a loan commitment with KeyBank for the refinancing of the existing 81 Essex Street loan that matures on October 1, 2025. The loan commitment is for up to $ 12,104,000 at a fixed interest rate to be determined at Rate Lock and for an interest only term of ten years .
27
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.