UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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As of May 5, 2022, there were
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
INDEX
2
NEW ENGLAND REALTY ASSOCIATES, L.P.
PART 1 -- FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited consolidated balance sheets, statements of 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, 2021, 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
Form10-K for the fiscal year ended December 31, 2021.
The results of operations for the three month period ended March 31, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.
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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, | December 31, | |||||||
| 2022 |
| 2021 |
|
| |||
ASSETS | (Unaudited) | |||||||
Rental Properties | $ | | $ | | ||||
Cash and Cash Equivalents |
| |
| | ||||
Rents Receivable |
| |
| | ||||
Real Estate Tax Escrows |
| |
| | ||||
Prepaid Expenses and Other Assets |
| |
| | ||||
Investments in Unconsolidated Joint Ventures |
| |
| | ||||
Total Assets | $ | | $ | | ||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||
Mortgage Notes Payable | | | ||||||
Distribution and Loss in Excess of Investment in Unconsolidated Joint Venture |
| |
| | ||||
Accounts Payable and Accrued Expenses |
| |
| | ||||
Advance Rental Payments and Security Deposits |
| |
| | ||||
Total Liabilities |
| |
| | ||||
Commitments and Contingent Liabilities (Notes 3 and 9) |
| — |
| — | ||||
Partners’ Capital |
| ( |
| ( | ||||
Total Liabilities and Partners’ Capital | $ | | $ | | ||||
See notes to consolidated financial statements.
4
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31, | ||||||||
| 2022 |
| 2021 |
|
| |||
Revenues | ||||||||
Rental income |
| $ | |
| $ | |
| |
Laundry and sundry income |
| |
| | ||||
| |
| | |||||
Expenses | ||||||||
Administrative |
| |
| | ||||
Depreciation and amortization |
| |
| | ||||
Management fee |
| |
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Operating |
| |
| | ||||
Renting |
| |
| | ||||
Repairs and maintenance |
| |
| | ||||
Taxes and insurance |
| |
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| |
| | |||||
Income Before Other Income (Expense) |
| |
| | ||||
Other Income (Expense) | ||||||||
Interest income |
| |
| | ||||
Interest expense |
| ( |
| ( | ||||
Income (loss) from investments in unconsolidated joint ventures |
| |
| ( | ||||
| ( |
| ( | |||||
Net Income (Loss) | $ | | $ | ( | ||||
Net Income (Loss) per Unit | $ | $ | ( | |||||
Weighted Average Number of Units Outstanding |
| |
| | ||||
See notes to consolidated financial statements.
5
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNER’S CAPITAL
(Unaudited)
Units | Partner’s Capital |
| |||||||||||||||||||||||
Limited | General | Treasury | Limited | General |
| ||||||||||||||||||||
| Class A |
| Class B |
| Partnership |
| Subtotal |
| Units |
| Total |
| Class A |
| Class B |
| Partnership |
| Total |
| |||||
Balance January 1, 2021 |
| |
| |
| |
| |
| |
| | $ | ( | ( | ( | $ | ( | |||||||
Distribution to Partners |
| — |
| — |
| — |
| — |
| — |
| — |
| ( | ( | ( |
| ( | |||||||
Net (Loss) |
| — |
| — |
| — |
| — |
| — |
| — |
| ( | ( | ( |
| ( | |||||||
Balance March 31 , 2021 |
| |
| |
| |
| |
| |
| | $ | ( | $ | ( | $ | ( | $ | ( | |||||
Balance January 1, 2022 |
| |
| |
| |
| |
| | | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Distribution to Partners |
| — |
| — |
| — |
| — |
| — |
| — | ( | ( | ( |
| ( | ||||||||
Stock Buyback |
| — |
| — |
| — |
| — |
|
| ( | ( | ( | ( |
| ( | |||||||||
Net Income |
| — |
| — |
| — |
| — |
| — |
| — | | | |
| | ||||||||
Balance March 31, 2022 |
| |
| |
| |
| |
| |
| | $ | ( | ( | ( | ( | ||||||||
See notes to consolidated financial statements.
6
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, | ||||||||
| 2022 |
| 2021 |
|
| |||
Cash Flows from Operating Activities | ||||||||
Net Income (Loss) |
| $ | |
| $ | ( |
| |
Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
Depreciation and amortization |
| |
| | ||||
Amortization of deferred finance costs | | | ||||||
(Income) Loss from investments in joint ventures |
| ( |
| | ||||
Allowance for doubtful accounts | — | | ||||||
Change in operating assets and liabilities | ||||||||
Proceeds from unconsolidated joint ventures |
| |
| | ||||
Decrease (Increase) in rents receivable |
| |
| ( | ||||
Increase in accounts payable and accrued expense |
| |
| | ||||
(Increase) in real estate tax escrow |
| ( |
| ( | ||||
(Increase) Decrease in prepaid expenses and other assets |
| ( |
| | ||||
(Decrease) in advance rental payments and security deposits |
| ( |
| ( | ||||
Total Adjustments |
| |
| | ||||
Net cash provided by operating activities |
| |
| | ||||
Cash Flows From Investing Activities | ||||||||
Distribution in excess of investment in unconsolidated joint ventures |
| |
| | ||||
Improvement of rental properties |
| ( |
| ( | ||||
Net cash (used in) investing activities |
| ( |
| ( | ||||
Cash Flows from Financing Activities | ||||||||
Principal payments of mortgage notes payable |
| ( |
| ( | ||||
Stock buyback |
| ( |
| — | ||||
Distributions to partners |
| ( |
| ( | ||||
Net cash (used in) provided by financing activities |
| ( |
| ( | ||||
Net (Decrease) Increase in Cash and Cash Equivalents |
| ( |
| | ||||
Cash and Cash Equivalents, at beginning of period |
| |
| | ||||
Cash and Cash Equivalents, at end of period | $ | | $ | | ||||
See notes to consolidated financial statements.
7
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
(Unaudited)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Line of Business: New England Realty Associates Limited Partnership (“NERA” or the “Partnership”) was organized in Massachusetts in 1977. NERA and its subsidiaries own
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. Judgements 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
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
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
8
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
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.
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
9
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.
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 $
Income Taxes: The financial statements have been prepared on the basis that NERA and its subsidiaries are entitled to tax treatment as partnerships. Accordingly, provision for income taxes have been recorded (See Note 13).
Cash Equivalents: The Partnership considers cash equivalents to be all highly liquid instruments purchased with a maturity of three months or less.
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
Comprehensive Income: Comprehensive income is defined as changes in partners’ equity, exclusive of transactions with owners (such as capital contributions and dividends). NERA did not have any comprehensive income items in 2022 or 2021 other than net income as reported.
Income (Loss) Per Depositary Receipt: Effective January 3, 2012, the Partnership authorized a
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 dilutive units and, therefore, basic net income is the same as diluted net income per unit (see Note 7: Partner’s 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
10
credit quality financial institutions. At March 31, 2022, substantially all of the Partnership’s cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from
Advertising Expense: Advertising is expensed as incurred. Advertising expense was $
Rental Property Held for 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.
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
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 refinancing qualify as extinguishment of debt.
Reclassifications Certain reclassifications have been made to prior period amounts in order to conform to current period presentation.
NOTE 2. RENTAL PROPERTIES
As of March 31, 2022, the Partnership and its Subsidiary Partnerships owned
Additionally, as of March 31, 2022, the Partnership and Subsidiary Partnerships owned a commercial shopping center in Framingham, commercial buildings in Newton and Brookline and 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
11
Rental properties consist of the following:
| March 31, 2022 |
| December 31, 2021 |
| Useful Life |
| ||||||
Land, improvements and parking lots | $ | $ | - | years | ||||||||
Buildings and improvements |
|
| - | years | ||||||||
Kitchen cabinets |
|
| - | years | ||||||||
Carpets |
|
| - | years | ||||||||
Air conditioning |
|
| - | years | ||||||||
Laundry equipment |
|
| - | years | ||||||||
Elevators |
|
| - | years | ||||||||
Swimming pools |
|
| - | years | ||||||||
Equipment |
|
| - | years | ||||||||
Motor vehicles |
|
| years | |||||||||
Fences |
|
| - | years | ||||||||
Furniture and fixtures |
|
| - | years | ||||||||
Smoke alarms |
|
| - | years | ||||||||
Total fixed assets |
|
| ||||||||||
Less: Accumulated depreciation |
| ( |
| ( | ||||||||
$ | $ | |||||||||||
NOTE 3. RELATED PARTY TRANSACTIONS
The Partnership’s properties are managed by an entity that is owned by the majority shareholder of the General Partner. The management fee is equal to
The Partnership Agreement permits the General Partner or Management Company to charge the costs of professional services (such as counsel, accountants and contractors) to NERA. During the three months ended March 31, 2022 and 2021, approximately $
The Partnership reimburses the management company for the payroll and related expenses of the employees who work at the properties. Total reimbursement was approximately $
Bookkeeping and accounting functions are provided by the Management Company’s accounting staff, which consists of approximately
The Partnership has invested in
12
investors are the Brown family related entities, and
NOTE 4. PREPAID EXPENSES and OTHER ASSETS
Approximately $
Also, included in prepaid expenses and other assets at March 31, 2022 and December 31, 2021 is approximately $
Intangible assets on the acquisition of Mill Street Apartments are included in prepaid expenses and other assets. Intangible assets are approximately $
Financing fees in association with the line of credit of approximately $
NOTE 5. MORTGAGE NOTES PAYABLE
At March 31, 2022 and December 31, 2021, 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, 2022, the interest rates on these loans ranged from
Financing fees of approximately $
The Partnership has pledged tenant leases as additional collateral for certain of these loans.
Approximate annual maturities at March 31, 2022 are as follows:
2023—current maturities |
| $ | |
|
2024 |
| | ||
2025 |
| | ||
2026 |
| | ||
2027 |
| |||
Thereafter |
| | ||
| ||||
Less: unamortized deferred financing costs | ( | |||
$ | 369,971,000 |
13
Line of Credit
On July 31, 2014, the Partnership entered into an agreement for a $
On October 29, 2021, the Partnership closed on the modification of its existing line of credit. The agreement extends the credit line for
The interest rate for the new term is LIBOR plus
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
NOTE 6. ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS
The Partnership’s residential lease agreements may require tenants to maintain a
NOTE 7. PARTNERS’ CAPITAL
The Partnership has
In January 2022, the Partnership approved a quarterly distribution of $
14
In 2021, regular quarterly distributions of $
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
Three Months Ended |
| ||||||
March 31, |
| ||||||
| 2022 |
| 2021 |
| |||
Net Income (Loss) per Depositary Receipt |
| $ | |
| $ | ( | |
Distributions per Depositary Receipt | $ | | $ | | |||
NOTE 8. TREASURY UNITS
Treasury Units at March 31, 2022 are as follows:
Class A |
| |
|
Class B |
| | |
General Partnership |
| | |
| |
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
During the three months ended March 31, 2022, the Partnership purchased a total of
NOTE 9. COMMITMENTS AND CONTINGENCIES
From time to time, the Partnership is involved in various ordinary routine litigation incidental to its business. The Partnership either has insurance coverage or provides for any uninsured claims when appropriate. The Partnership is not involved in any material pending legal proceedings.
15
NOTE 10. RENTAL INCOME
During the three months ended March 31, 2022, approximately
| Commercial |
| ||
Property Leases |
| |||
2023 | $ | | ||
2024 |
| | ||
2025 |
| | ||
2026 |
| | ||
2027 |
| | ||
Thereafter |
| | ||
$ | | |||
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 $
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 March 31, | expiring leases | for expiring leases | leases expiring | expiring leases |
| |||||
2023 | $ | | | | % | |||||
2024 |
| | | | % | |||||
2025 |
| | | | % | |||||
2026 |
| | | | % | |||||
2027 |
| | | | % | |||||
2028 |
| | | | | % | ||||
2029 |
| — | — | — | — | % | ||||
2030 |
| | | | | % | ||||
2031 | — | — | — | — | % | |||||
2032 | — | — | — | — | % | |||||
Totals | $ | |
| |
| |
| % | ||
Rents receivable are net of an allowance for doubtful accounts of approximately $
Rents receivable at March 31, 2022 also includes approximately $
NOTE 11. CASH FLOW INFORMATION
During the three months ended March 31, 2022 and 2021, cash paid for interest was approximately $
NOTE 12. FAIR VALUE MEASUREMENTS
Fair Value Measurements on a Recurring Basis
16
At March 31, 2022 and December 31, 2021, 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 March 31, 2022 and December 31, 2021 the carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts receivable, and 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, 2022 and December 31, 2021 we estimated the fair value of our mortgages payable 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, 2022 and December 31, 2021, 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.
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: 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.
| Carrying Amount |
| Estimated Fair Value |
| |||
Mortgage Notes Payable | |||||||
Partnership Properties | |||||||
At March 31, 2022 | * | $ | | $ | | ||
At December 31, 2021 | * | $ | | $ | | ||
Investment Properties | |||||||
At March 31, 2022 | * | $ | | $ | | ||
At December 31, 2021 | * | $ | | $ | | ||
* Net of unamortized deferred financing costs
Disclosure about fair value of financial instruments is based on pertinent information available to management as of March 31, 2022 and December 31, 2021. 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, 2022 and current estimates of fair value may differ significantly from the amounts presented herein.
NOTE 13. 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 $
17
estate at December 31, 2021 is approximately $
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 consolidates 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 March 31, 2022, the tax years that generally remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2018 forward.
NOTE 14. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
The Partnership has invested in
On October 28, 2009 the Partnership invested approximately $
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 $
Hamilton Park used the proceeds of the loan to pay off an outstanding loan of approximately $
On March 7, 2005, the Partnership invested $
18
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 28, 2015, Hamilton Essex Development, LLC paid off the outstanding mortgage balance of $
On March 2, 2005, the Partnership invested $
In September 2004, the Partnership invested approximately $
In August 2004, the Partnership invested $
19
In November 2001, the Partnership invested approximately $
Summary financial information at March 31, 2022
|
| Hamilton |
|
|
| Hamilton |
| Hamilton |
|
| ||||||||||||||
Hamilton | Essex | 345 | Hamilton | Minuteman | on Main | Dexter | ||||||||||||||||||
|
| Essex 81 |
| Development |
| Franklin |
| 1025 |
| Apts |
| Apts |
| Park |
| Total | ||||||||
ASSETS | ||||||||||||||||||||||||
Rental Properties | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Assets Held for Sale | ||||||||||||||||||||||||
Cash Cash Equivalents |
| | | | | | | |
| | ||||||||||||||
Rent Receivable |
| | | | | | | |
| | ||||||||||||||
Real Estate Tax Escrow |
| | — | | — | | | — |
| | ||||||||||||||
Prepaid Expenses Other Assets |
| | | | | | | |
| | ||||||||||||||
Financing Leasing Fees |
| — | — | — | — | — | — | — |
| — | ||||||||||||||
Total Assets | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||||||||||
Mortgage Notes Payable | $ | | $ | — | $ | | $ | — | $ | | $ | | $ | | $ | | ||||||||
Accounts Payable Accrued Expense |
| | | | | | | |
| | ||||||||||||||
Advance Rental Pmts Security Deposits |
| | — | | — | | | |
| | ||||||||||||||
Total Liabilities |
| |||||||||||||||||||||||
Partners’ Capital |
| ( | | ( | | ( | ( | ( |
| ( | ||||||||||||||
Total Liabilities and Capital | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Partners’ Capital %—NERA |
| | % |
| | % |
| | % |
| | % |
| | % |
| | % |
| | % | |||
Investment in Unconsolidated Joint Ventures | $ | — | $ | | $ | — | $ | | $ | — | $ | — | $ | — | ||||||||||
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures | $ | ( | $ | — | $ | ( | $ | — | $ | ( | $ | ( | $ | ( | ( | |||||||||
Total Investment in Unconsolidated Joint Ventures (Net) | $ | ( | ||||||||||||||||||||||
Total units/condominiums | ||||||||||||||||||||||||
Apartments |
| |
| — |
| |
| |
| |
| |
| |
| | ||||||||
Commercial |
| |
| |
| — |
| |
| — |
| — |
| — |
| | ||||||||
Total |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
Units to be retained |
| |
| |
| |
| |
| |
| |
| |
| | ||||||||
Units to be sold |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
Units sold through May 1, 2022 |
| — |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||||
Unsold units |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | ||||||||
|
|
|
|
|
|
|
| |||||||||||||||||
20
Financial information for the three months ended March 31, 2022
|
| Hamilton |
|
|
| Hamilton |
| Hamilton |
|
| ||||||||||||||
Hamilton | Essex | 345 | Hamilton | Minuteman | on Main | Dexter | ||||||||||||||||||
Essex 81 | Development | Franklin | 1025 | Apts | Apts | Park | Total | |||||||||||||||||
Revenues | ||||||||||||||||||||||||
Rental Income | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Laundry and Sundry Income |
| | — | — | — | — | | | | |||||||||||||||
| | | | | | | | |||||||||||||||||
Expenses | ||||||||||||||||||||||||
Administrative | | | | | | | | | ||||||||||||||||
Depreciation and Amortization | | | | | | | | | ||||||||||||||||
Management Fees | | | | | | | | | ||||||||||||||||
Operating | | — | | | | | | | ||||||||||||||||
Renting | | — | | — | | | | | ||||||||||||||||
Repairs and Maintenance | | — | | — | | | | | ||||||||||||||||
Taxes and Insurance | | | | | | | | | ||||||||||||||||
| | | | | | | | | ||||||||||||||||
Income Before Other Income |
| | | | | | | | | |||||||||||||||
Other Income (Loss) | ||||||||||||||||||||||||
Interest Expense |
| ( | — | ( | — | ( | ( | ( | ( | |||||||||||||||
Interest Income |
| — | — | — | — | — | — | — | ||||||||||||||||
| ( | — | ( | — | ( | ( | ( | ( | ||||||||||||||||
Net (Loss) Income | $ | | $ | | $ | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||||
Net (Loss) Income —NERA |
| $ | | $ | | $ | | $ | | $ | | $ | ( | | ||||||||||
Net Income —NERA |
| $ | ( | ( | ||||||||||||||||||||
$ | | |||||||||||||||||||||||
Future annual mortgage maturities at March 31, 2022 are as follows:
Hamilton | 345 | Hamilton | Hamilton on | Dexter |
| ||||||||||||||
Period End |
| Essex 81 |
| Franklin |
| Minuteman |
| Main Apts |
| Park |
| Total |
| ||||||
3/31/2023 | $ | — | $ | | $ | — | $ | — | $ | — | $ | | |||||||
3/31/2024 |
| — | | — | — | — | | ||||||||||||
3/31/2025 |
| — | | — | | — | | ||||||||||||
3/31/2026 | | — | — | | |||||||||||||||
3/31/2027 | | — | — | — | | ||||||||||||||
Thereafter | — | | — | | | ||||||||||||||
| | | | | | ||||||||||||||
Less: unamortized deferred financing costs | ( | ( | ( | ( | ( | ( | |||||||||||||
$ | | $ | | $ | | $ | | $ | | $ | | ||||||||
At March 31, 2022 the weighted average interest rate on the above mortgages was
21
Summary financial information at March 31, 2021
|
| Hamilton |
|
|
| Hamilton |
| Hamilton |
|
| ||||||||||||||
Hamilton | Essex | 345 | Hamilton | Minuteman | on Main | Dexter | ||||||||||||||||||
| Essex 81 |
| Development |
| Franklin |
| 1025 |
| Apts |
| Apts |
| Park |
| Total | |||||||||
ASSETS | ||||||||||||||||||||||||
Rental Properties | $ | $ | $ | $ | | $ | $ | $ | $ | |||||||||||||||
Assets Held for Sale |
|
|
|
|
|
|
|
| ||||||||||||||||
Cash Cash Equivalents |
| |
| |
| |
| |
| |
| |
| |
| |||||||||
Rent Receivable |
| |
| — |
| |
| |
| |
| |
| |
| |||||||||
Real Estate Tax Escrow |
| |
| — |
| |
| — |
| |
| |
| — |
| |||||||||
Prepaid Expenses Other Assets |
| |
| |
| |
| |
| |
| |
| |
| |||||||||
Total Assets | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
LIABILITIES AND PARTNERS’ CAPITAL | ||||||||||||||||||||||||
Mortgage Notes Payable | $ | $ | — | $ | $ | — | $ | $ | $ | $ | ||||||||||||||
Accounts Payable Accrued Expense |
|
|
|
|
|
|
|
| ||||||||||||||||
Advance Rental Pmts Security Deposits |
|
| — |
|
| — |
|
|
|
| ||||||||||||||
Total Liabilities |
| |||||||||||||||||||||||
Partners’ Capital |
| ( |
| |
| ( |
|
| ( |
| ( |
| ( |
| ( | |||||||||
Total Liabilities and Capital | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Partners’ Capital %—NERA |
| % | % |
| % |
| % |
| % |
| % |
| % | |||||||||||
Investment in Unconsolidated Joint Ventures | $ | — | $ | $ | — | $ | $ | $ | $ | $ | ||||||||||||||
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures | $ | ( | $ | — | $ | ( | $ | — | $ | ( | $ | ( | $ | ( |
| ( | ||||||||
Total Investment in Unconsolidated Joint Ventures (Net) | $ | ( | ||||||||||||||||||||||
Total units/condominiums | ||||||||||||||||||||||||
Apartments | — | |||||||||||||||||||||||
Commercial | — | — | — | — | ||||||||||||||||||||
Total | ||||||||||||||||||||||||
Units to be retained | | |||||||||||||||||||||||
Units to be sold | — | — | — | — | — | — | — | — | ||||||||||||||||
Units sold through February 1, 2021 | — | — | — | — | — | — | | |||||||||||||||||
Unsold units | — | — | — | — | — | — | — | — | ||||||||||||||||
22
Financial information for the three months ended March 31, 2021
|
| Hamilton |
|
| Hamilton |
| Hamilton |
|
| |||||||||||||||
Hamilton | Essex | 345 | Hamilton | Minuteman | on Main | Dexter | ||||||||||||||||||
| Essex 81 | Development | Franklin | 1025 | Apts | Apts | Park | Total | ||||||||||||||||
Revenues | ||||||||||||||||||||||||
Rental Income | $ | | $ | — | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Laundry and Sundry Income |
| | — | | — | | | | | |||||||||||||||
| | — | | | | | | | ||||||||||||||||
Expenses | ||||||||||||||||||||||||
Administrative |
| | | | | | | | | |||||||||||||||
Depreciation and Amortization |
| | | | | | | | | |||||||||||||||
Management Fees |
| | — | | | | | | | |||||||||||||||
Operating |
| | — | | | | | | | |||||||||||||||
Renting |
| | — | | — | | | | | |||||||||||||||
Repairs and Maintenance |
| | — | | — | | | | | |||||||||||||||
Taxes and Insurance |
| | | | | | | | | |||||||||||||||
| | | | | | | | | ||||||||||||||||
Income Before Other Income |
| ( | ( | | | | | | | |||||||||||||||
Other Income (Loss) | ||||||||||||||||||||||||
Interest Expense |
| ( | — | ( | — | ( | ( | ( | ( | |||||||||||||||
| ( | — | ( | — | ( | ( | ( | ( | ||||||||||||||||
Net Income (Loss) | $ | ( | $ | ( | $ | | $ | | $ | | $ | ( | $ | ( | $ | ( | ||||||||
Net Income (Loss)—NERA |
| $ | ( | $ | ( | $ | | $ | | $ | | $ | ( | ( | ||||||||||
Net Income —NERA |
| $ | ( | ( | ||||||||||||||||||||
$ | ( | |||||||||||||||||||||||
23
NOTE 15. EMPLOYEE BENEFIT 401(k) PLANS
Effective January 1, 2019, 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
The amounts contributed by employees are immediately vested and non-forfeitable. Beginning January 1, 2019, the Partnership matched
NOTE 16. IMPACT OF RECENTLY-ISSUED ACCOUNTING STANDARDS
There have been no new accounting pronouncements applicable to the Partnership that would have a material impact on the Partnership’s consolidated financial statements.
NOTE 17. SUBSEQUENT EVENTS
From April 1, 2022 through May 5, 2022, the Partnership has purchased
In May 2022, the Partnership approved a quarterly distribution of $
On April 25, 2022, Martina N. Alibrandi was appointed to the Board of Directors of NewReal, Inc. and as a member of the Audit Committee of the NewReal, Inc. Board.
On April 25, 2022, New England Realty Associates Limited Partnership (the “Partnership”) and certain affiliates of the Partnership entered into an addition to the Rate Lock Authorization Agreement (the “Agreement”) with KeyBank National Associates (“KeyBank”) dated as of November 10, 2021, and paid the requisite deposit of $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
Certain information contained herein includes forward looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Liquidation Reform Act of 1995 (the “Act”). Forward looking statements in this report, or which management may make orally or in written form from time to time, reflect management’s good faith belief when those statements are made, and are based on information currently available to management. Caution should be exercised in interpreting and relying on such forward looking statements, the realization of which may be impacted by known and unknown risks and uncertainties, events that may occur subsequent to the forward looking statements, and other factors which may be beyond the Partnership’s control and which can materially affect the Partnership’s actual results, performance or achievements for 2022 and beyond. Should one or more of the risks or uncertainties mentioned below materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update our forward looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying
24
on past forward looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.
Since the Partnership’s long-term goals include the acquisition of additional properties, a portion of the proceeds from the refinancing and sale of properties is reserved for this purpose. If available acquisitions do not meet the Partnership’s investment criteria, the Partnership may purchase additional depositary receipts. The Partnership will consider refinancing existing properties if the Partnership’s cash reserves are insufficient to repay existing mortgages or if the Partnership needs additional funds for future acquisitions.
More than two years has passed since we became aware of the current outbreak of COVID- 19, a novel strain of coronavirus. The World Health Organization declared a global pandemic on March 11, 2020. On March 10, 2020 the governor of Massachusetts, Charlie Baker, declared a state of emergency and ordered all non-essential businesses closed and prohibited the gathering of 10 or more people. Additionally, March of 2020 saw the closure of local colleges and universities for the balance of the academic year. Colleges in the City of Boston and the surrounding communities conducted classes in the 2020/2021 academic year remotely, or using a hybrid model of remote and limited in class learning. These educational models caused a large decrease in the student population and resulted in significant vacancies in the Partnership’s apartment portfolio.
With the introduction and roll out of Covid vaccines in the spring of 2021, the economy is opening back up. The Governor of Massachusetts rescinded the State’s Covid-19 restrictions on May 29, 2021 and terminated the State of Emergency on June 15, 2021. The local colleges and universities returned to campus in September 2021 and the rental market improved significantly as students returned to the area.
On February 24, 2022, Russia began an invasion into Ukraine. In response, nations from around the world have placed sanctions on Russia in an attempt to cripple its economy. There is no way to predict how this conflict and the Russian sanctions will affect both the global and local economies. If there is a downturn in the economy and significant inflation to the cost of energy, goods and service, there may be material adverse effects to our business, results of operations, cash flows, and financial condition.
Vacancy rates for the Partnership’s residential properties as of May 1, 2022 were 2.0% as compared with a vacancy rate of 6.2% as of May 1, 2021. The vacancy rate for the Joint Venture properties as of May 1, 2022 was 0.6%, as compared to 9.2% for the same period last year. The current vacancy rates are in line with those experienced prior to the Pandemic.
Residential tenants generally have lease terms of 12 months. The majority of these leases will mature during the second and third quarters of the year. Rental activity has been strong as we moved from spring to summer and all indications are that we will have low vacancy rates for the balance of the year.
During the first quarter of 2022, rents increased on average of 4.9% for renewals and increased on average of 11.2% for new leases. For the balance of 2022, management expects a strong rental market with continued rent growth.
For the first quarter of 2022, consolidated revenue increased by 9.9%, operating expenses increased by 9.5% and Income before Other Income (Expense) increased by 11.3%, as compared to the first quarter of 2021.
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, the 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 covers the current period and phases out by December 31, 2022. During this period, the loan covenants are 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
25
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. The portfolio’s debt yield fell below the minimum of 8.5% to 8.04%. As of March 31, 2022, the Partnership did not comply with the debt yield financial covenant. As such, the Partnership is unable to draw down any amount from the line of credit until the Partnership meets the required financial covenants.
From the start of the Stock Repurchase Program in 2007 through March 31, 2022, the Partnership has purchased 1,448,321 Depositary Receipts. During the three months ended March 31, 2022, the Partnership purchased a total of 14,132 Depositary Receipts.
At May 1, 2022, the Harold Brown related entities and Ronald Brown collectively own approximately 31.3% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons’ family members). Harold Brown related entities also control 75% of the Partnership’s Class B Units, and 75% of the capital stock of NewReal, Inc. (“NewReal”), the Partnership’s sole general partner. Ronald Brown also owns 25% of the Partnership’s Class B Units and 25% of NewReal’s capital stock. In addition, Ronald Brown is the President and director of NewReal and Jameson Brown is NewReal’s Treasurer and a director. The 75% of the issued and outstanding Class B units of the Partnership, controlled by the Estate of Harold Brown, are owned by HBC Holdings LLC, an entity of which Jameson Brown is the manager. The outstanding stock of The Hamilton Company, Inc. is controlled by Jameson Brown and Harley Brown. The 75% of the issued and outstanding capital stock of NewReal, is owned by the Harold Brown 2013 Revocable Trust (the “2013 Trust”), an entity of which Sally Michaels and David Reier are the trustees.
In addition to the Management Fee, the Partnership Agreement further provides for the employment of outside professionals to provide services to the Partnership and allows NewReal to charge the Partnership for the cost of employing professionals to assist with the administration of the Partnership’s properties. Additionally, from time to time, the Partnership pays Hamilton for repairs and maintenance services, legal services, construction services and accounting services. The costs charged by Hamilton for these services are at the same hourly rate charged to all entities managed by Hamilton, and management believes such rates are competitive in the marketplace.
Residential tenants sign a one year lease. During the three months ended March 31, 2022, tenant renewals were approximately 64% with an average rental increase of approximately 4.9%, new leases accounted for approximately 36% with rental rate increases of approximately 11.2%. During the three months ended March 31, 2022, leasing commissions were approximately $81,000 compared to approximately $168,000 for the three months ended March 31, 2021, a decrease of approximately $87,000 (51.8%). Tenant concessions were approximately $11,000 for the three months ended March 31, 2022, compared to approximately $5,000 for the three months ended March 31, 2021, an increase of approximately $6,000 (120.0%). Tenant improvements were approximately $475,000 for the three months ended March 31, 2022, compared to approximately $320,000 for the three months ended March 31, 2021, a decrease of approximately $155,000 (48.4%).
Hamilton accounted for approximately 3.2% of the repair and maintenance expenses paid for by the Partnership during the three months ended March 31, 2022 and 2.3 % during the three months ended March 31, 2021. Of the funds paid to Hamilton for this purpose, the great majority was to cover the cost of services provided by the Hamilton maintenance department, including plumbing, electrical, carpentry services, and snow removal for those properties close to Hamilton’s headquarters. Several of the larger Partnership properties have their own maintenance staff. Those properties that do not have their own maintenance staff and are located more than a reasonable distance from Hamilton’s headquarters in Allston, Massachusetts are generally serviced by local, independent companies.
Hamilton’s legal department handles most of the Partnership’s eviction and collection matters. Additionally, it prepares most long-term commercial lease agreements and represents the Partnership in selected purchase and sale transactions. Overall, Hamilton provided approximately $54,000 (84.1%) and approximately $24,000 (52.9%) of the legal services paid for by the Partnership during the three months ended March 31, 2022 and 2021 respectively.
Additionally, as described in Note 3 to the consolidated financial statements, The Hamilton Company receives similar fees from the Investment Properties.
26
The Partnership requires that three bids be obtained for construction contracts in excess of $15,000. Hamilton may be one of the three bidders on a particular project and may be awarded the contract if its bid and its ability to successfully complete the project are deemed appropriate. For contracts that are not awarded to Hamilton, Hamilton charges the Partnership a construction supervision fee equal to 5% of the contract amount. Hamilton’s architectural department also provides services to the Partnership on an as-needed basis. During the three months ended March 31, 2022, Hamilton provided the Partnership approximately $37,000 in construction and architectural services, compared to approximately $155,000 for the three months ended March 31, 2021.
Hamilton’s accounting staff perform bookkeeping and accounting functions for the Partnership. During the three months ended March 31, 2022 and 2021, Hamilton charged the Partnership $31,250 for bookkeeping and accounting services. For more information on related party transactions, see Note 3 to the Consolidated Financial Statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires the Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The Partnership regularly and continually evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties and its investments in and advances to joint ventures. The Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. The Partnership’s critical accounting policies are those which require assumptions to be made about such 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. See Note 1 to the Consolidated Financial Statements, Principles of Consolidation.
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.
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 Property Held for 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
27
generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale. If, in management’s opinion, the estimated net sales price, net of selling costs, of the assets which have been identified as held for sale is less than the carrying value of the assets, a valuation allowance is established.
If circumstances arise that previously were considered unlikely and, as a result, the Partnership decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying value before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.
Rental Properties: Rental properties are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred; improvements and additions 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 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.
Intangible assets acquired include amounts for in-place lease values above and below market leases and tenant relationship values, which are based on management’s evaluation of the specific characteristics of each tenant’s lease and the Partnership’s overall relationship with the respective tenant. 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.
Impairment: On an annual basis management assesses whether there are any indicators that the value of the Partnership’s rental properties may be impaired. A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. 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.
Investments in Joint Ventures: The Partnership accounts for its 40%-50% ownership in the Investment Properties under the equity method of accounting, as it exercises significant influence over, but does not control these entities. These investments are recorded initially at cost, as Investments in Joint Ventures, and subsequently adjusted for the Partnership’s share in earnings, cash contributions and distributions. Under the equity method of accounting, our net
28
equity is reflected on the consolidated balance sheets, and our share of net income or loss from the Partnership is included on the consolidated statements of income. Generally, the Partnership would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Partnership has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Partnership only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. 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.
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 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.
With respect to investments in and advances to the Investment Properties, the Partnership looks to the underlying properties to assess performance and the recoverability of carrying amounts for those investments in a manner similar to direct investments in real estate properties. An impairment charge is recorded 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.
Legal Proceedings: The Partnership is subject to various legal proceedings and claims that arise, from time to time, in the ordinary course of business. These matters are frequently covered by insurance. If it is determined that a loss is likely to occur, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered likely can be difficult to determine.
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RESULTS OF OPERATIONS
Three Months Ended March 31, 2022 and March 31, 2021
The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately $3,777,000 during the three months ended March 31, 2022, compared to approximately $3,395,000 for the three months ended March 31, 2021, an increase of approximately $382,000 (11.2%).
The rental activity is summarized as follows:
Occupancy Date |
| ||||
| May 1, 2022 |
| May 1, 2021 |
| |
Residential | |||||
Units |
| 2,911 | 2,911 | ||
Vacancies |
| 57 | 180 | ||
Vacancy rate |
| 2.0 | % | 6.2 | % |
Commercial | |||||
Total square feet |
| 108,043 | 108,154 | ||
Vacancy |
| — | 4,844 | ||
Vacancy rate |
| 0.0 | % | 4.5 | % |
|
| Rental Income (in thousands) |
| ||||||||||
Three Months Ended March 31, | |||||||||||||
2022 | 2021 | ||||||||||||
Total | Continuing | Total | Continuing | ||||||||||
Operations | Operations | Operations | Operations | ||||||||||
Total rents |
| $ | 16,460 |
| $ | 16,460 |
| $ | 14,980 |
| $ | 14,980 |
|
Residential percentage |
| 95 | % |
| 95 | % |
| 94 | % |
| 94 | % | |
Commercial percentage |
| 5 | % |
| 5 | % |
| 6 | % |
| 6 | % | |
Contingent rentals | $ | 175 | $ | 175 | $ | 150 | $ | 150 | |||||
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Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021:
Three Months Ended March 31, | Dollar | Percent |
| |||||||||
| 2022 |
| 2021 |
| Change |
| Change |
| ||||
Revenues |
| |||||||||||
Rental income |
| $ | 16,460,006 |
| $ | 14,980,116 |
| $ | 1,479,890 |
| 9.9% |
|
Laundry and sundry income | 120,403 | 108,673 | 11,730 | 10.8% | ||||||||
16,580,409 | 15,088,789 | 1,491,620 | 9.9% | |||||||||
Expenses | ||||||||||||
Administrative | 707,786 | 652,186 | 55,600 | 8.5% | ||||||||
Depreciation and amortization | 4,020,768 | 3,905,918 | 114,850 | 2.9% | ||||||||
Management fee | 673,084 | 605,391 | 67,693 | 11.2% | ||||||||
Operating | 2,676,208 | 2,045,968 | 630,240 | 30.8% | ||||||||
Renting | 169,389 | 261,966 | (92,577) | (35.3%) | ||||||||
Repairs and maintenance | 2,279,651 | 1,970,087 | 309,564 | 15.7% | ||||||||
Taxes and insurance | 2,276,573 | 2,252,134 | 24,439 | 1.1% | ||||||||
12,803,459 | 11,693,650 | 1,109,809 | 9.5% | |||||||||
Income Before Other Income (Expense) | 3,776,950 | 3,395,139 | 381,811 | 11.2% | ||||||||
Other Income (Expense) | ||||||||||||
Interest income | 34 | 21 | 13 | 61.9% | ||||||||
Interest expense | (3,454,635) | (3,364,170) | (90,465) | 2.7% | ||||||||
Income from investments in unconsolidated joint ventures | 20,069 | (325,170) | 345,239 | (106.2%) | ||||||||
(3,434,532) | (3,689,319) | 254,787 | (6.9%) | |||||||||
Net Income (Loss) | $ | 342,418 | $ | (294,180) | $ | 636,598 | (216.4%) | |||||
Rental income for the three months ended March 31, 2022 was approximately $16,460,000, compared to approximately $14,980,000 for the three months ended March 31, 2021, an increase of approximately $1,480,000 (9.9%). The Partnership properties with the largest increases in rental income include 62 Boylston, 1144 Commonwealth, Mill Street Gardens, Hamilton Green, and Lincoln Street with increases of $450,000, $97,000, $72,000, $71,000 and $69,000 respectively. Included in rental income is contingent rentals collected on commercial properties. Contingent rentals include such charges as bill backs of common area maintenance charges, real estate taxes, and utility charges.
Operating expenses for the three months ended March 31, 2022 were approximately $12,803,000 compared to approximately $11,694,000 for the three months ended March 31, 2021, an increase of approximately $1,110,000 (9.5%), primarily due to an increase in snow removal expense. The factors contributing to the increase are an increase in operating expenses of approximately $630,000 (30.8%), an increase in repairs and maintenance of approximately $310,000 (15.7%), and an increase in depreciation and amortization of approximately $115,000 (2.9%).
Interest expense for the three months ended March 31, 2022 was approximately $3,455,000 compared to approximately $3,364,000 for the three months ended March 31, 2021, an increase of approximately $90,000 (2.7%).
At March 31, 2022, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties. See a description of these properties included in the section titled Investment Properties as well as Note 14 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.
As described in Note 14 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $20,000 for the three months ended March 31, 2022, compared to a net loss of approximately $325,000 for the three months ended March 31, 2021, an increase in income of approximately $345,000 (106.2%). This increase is primarily due to an increase in rental revenue to approximately $2,430,000 from $2,073,000, an increase of approximately $357,000 (17.2 %) for the three months ended March 31, 2022 compared to the three months ended March 31, 2021. Included in the income for the three months ended March 31, 2022 is depreciation and amortization expense of approximately $653,000.
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As a result of the changes discussed above, net income for the three months ended March 31, 2022 was approximately $342,000 compared to the net loss of approximately $294,000 for the three months ended March 31, 2021, an increase in income of approximately $636,000 (216.4%).
LIQUIDITY AND CAPITAL RESOURCES
The Partnership’s principal source of cash during the first three months of 2022 and 2021 was the collection of rents. The majority of cash and cash equivalents of $92,265,466 at March 31, 2022 and $96,083,508 at December 31, 2021 were held in interest bearing accounts at creditworthy financial institutions.
The decrease in cash of $3,818,042 for the three months ended March 31, 2022 is summarized as follows:
Three Months Ended March 31, |
| ||||||
| 2022 |
| 2021 |
| |||
Cash provided by operating activities | $ | 4,581,407 | $ | 4,343,410 | |||
Cash (used in) investing activities | (640,311) | (446,603) | |||||
Cash (used in) financing activities | (600,190) | (552,575) | |||||
Repurchase of Depositary Receipts, Class B and General Partner Units | (1,337,814) | — | |||||
Distributions paid | (5,821,134) | (1,168,860) | |||||
Net (decrease) increase in cash and cash equivalents | $ | (3,818,042) | $ | 2,175,372 | |||
The change in cash provided by operating activities is due to various factors, including a change in depreciation expense, a change in income and distribution from joint ventures, and other factors. The increase in cash used in investing activities is primarily due to improvements to rental properties. The change in cash used in financing activities is due to the pay down of mortgages, the repurchase of depositary receipts, and distributions paid.
During 2022, the Partnership and its Subsidiary Partnerships have completed improvements to certain of the Properties at a total cost of approximately $1,045,000. These improvements were funded from cash reserves. Cash reserves have been adequate to fully fund improvements. The most significant improvements were made at Westside Colonial, Old English Village, Hamilton Oaks, Mill Street Gardens, 62 Boylston, and Hamilton Green at a cost of approximately $175,000, $160,000, $95,000, $90,000, $84,000 and $70,000 respectively.
During the three months ended March 31, 2022, the Partnership received distributions of approximately $440,000 from the investment properties. For the three months ended March 31, 2021, the Partnership received $196,000 in distributions from the investment properties. Included in these net distributions is the amount from Dexter Park of approximately $240,000 and $0 for the three months ended March 31, 2022 and 2021, respectively.
In January 2022, the Partnership approved a quarterly distribution of $9.60 per Unit ($0.32 per Receipt), which was paid on March 31, 2022. In addition to the quarterly distribution, there was a special distribution of $38.40 per Class A unit ($1.28 per Receipt) payable on March 31, 2022.
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 in 2017 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. The Partnership agreed to terms with the lender on October 29, 2021, to extend the line of credit until October 29, 2024. On December 3,
2021, the Partnership paid off the line.
The Partnership anticipates that cash from operations will be sufficient to fund its current operations, pay distributions, make required debt payments and finance current improvements to its properties. The Partnership may also sell or refinance properties. The Partnership’s net income and cash flow may fluctuate dramatically from year to year as a result of the sale or refinancing of properties, property improvements, increases or decreases in rental income or expenses, or the loss of significant tenants.
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Off-Balance Sheet Arrangements—Joint Venture Indebtedness
As of March 31, 2022, the Partnership had a 40%-50% ownership interest in seven Joint Ventures, five of which have mortgage indebtedness. We do not have control of these partnerships and therefore we account for them using the equity method of consolidation. At March 31, 2022, our proportionate share of the non-recourse debt related to these investments was approximately $70,890,000. See Note 14 to the Consolidated Financial Statements.
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Contractual Obligations
As of March 31, 2022, we are subject to contractual payment obligations as described in the table below.
Payments due by period | |||||||||||||||||||||
2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | Total | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Obligations | |||||||||||||||||||||
Long -term debt | |||||||||||||||||||||
Mortgage debt | $ | 8,719,140 | 31,306,301 | 11,093,452 | 21,904,169 | 6,507,098 | 293,059,974 | $ | 372,590,134 | ||||||||||||
Total Contractual Obligations | $ | 8,719,140 | $ | 31,306,301 | $ | 11,093,452 | $ | 21,904,169 | $ | 6,507,098 | $ | 293,059,974 | $ | 372,590,134 | |||||||
*Excluding unamortized deferred financing costs
We have various standing or renewable service contracts with vendors related to our property management. In addition, we have certain other contracts we enter into in the ordinary course of business that may extend beyond one year. These contracts are not included as part of our contractual obligations because they include terms that provide for cancellation with insignificant or no cancellation penalties.
See Notes 5 and 14 to the Consolidated Financial Statements for a description of mortgage notes payable. The Partnerships has no other material contractual obligations to be disclosed.
Factors That May Affect Future Results
Along with risks detailed in Item 1A of the Partnership’s Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 11, 2022 and from time to time in the Partnership’s other filings with the Securities and Exchange Commission, some factors that could cause the Partnership’s actual results, performance or achievements to differ materially from those expressed or implied by forward looking statements include but are not limited to the following:
| ● | The Partnership depends on the real estate markets where its properties are located, primarily in Eastern Massachusetts, and these markets may be adversely affected by local economic market conditions, which are beyond the Partnership’s control. |
| ● | The Partnership is subject to the general economic risks affecting the real estate industry, such as dependence on tenants’ financial condition, the need to enter into new leases or renew leases on terms favorable to tenants in order to generate rental revenues and our ability to collect rents from our tenants. |
| ● | The Partnership is also impacted by changing economic conditions making alternative housing arrangements more or less attractive to the Partnership’s tenants, such as the interest rates on single family home mortgages and the availability and purchase price of single family homes in the Greater Boston metropolitan area. |
| ● | The Partnership is subject to significant expenditures associated with each investment, such as debt service payments, real estate taxes, insurance and maintenance costs, which are generally not reduced when circumstances cause a reduction in revenues from a property. |
| ● | The Partnership is subject to increases in heating and utility costs that may arise as a result of economic and market conditions and fluctuations in seasonal weather conditions. |
| ● | Civil disturbances, earthquakes and other natural disasters may result in uninsured or underinsured losses. |
| ● | Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties. |
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| ● | Financing or refinancing of Partnership properties may not be available to the extent necessary or desirable, or may not be available on favorable terms. |
| ● | The Partnership properties face competition from similar properties in the same market. This competition may affect the Partnership’s ability to attract and retain tenants and may reduce the rents that can be charged. |
| ● | Given the nature of the real estate business, the Partnership is subject to potential environmental liabilities. These include environmental contamination in the soil at the Partnership’s or neighboring real estate, whether caused by the Partnership, previous owners of the subject property or neighbors of the subject property, and the presence of hazardous materials in the Partnership’s buildings, such as asbestos, lead, mold and radon gas. Management is not aware of any material environmental liabilities at this time. |
| ● | Insurance coverage for and relating to commercial properties is increasingly costly and difficult to obtain. In addition, insurance carriers have excluded certain specific items from standard insurance policies, which have resulted in increased risk exposure for the Partnership. These include insurance coverage for acts of terrorism and war, and coverage for mold and other environmental conditions. Coverage for these items is either unavailable or prohibitively expensive. |
| ● | Market interest rates could adversely affect market prices for Class A Partnership Units and Depositary Receipts as well as performance and cash flow. |
| ● | Changes in income tax laws and regulations may affect the income taxable to owners of the Partnership. These changes may affect the after-tax value of future distributions. |
| ● | The Partnership may fail to identify, acquire, construct or develop additional properties; may develop or acquire properties that do not produce a desired or expected yield on invested capital; may be unable to sell poorly- performing or otherwise undesirable properties quickly; or may fail to effectively integrate acquisitions of properties or portfolios of properties. |
| ● | Risk associated with the use of debt to fund acquisitions and developments. |
| ● | Competition for acquisitions may result in increased prices for properties. |
| ● | Any weakness identified in the Partnership’s internal controls as part of the evaluation being undertaken could have an adverse effect on the Partnership’s business. |
| ● | Ongoing compliance with Sarbanes-Oxley Act of 2002 may require additional personnel or systems changes. |
The foregoing factors should not be construed as exhaustive or as an admission regarding the adequacy of disclosures made by the Partnership prior to the date hereof or the effectiveness of said Act. The Partnership expressly disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the exposure to loss resulting from changes in interest rates and equity prices. In pursuing its business plan, the primary market risk to which the Partnership is exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between the Partnership’s yield on invested assets and cost of funds and, in turn, its ability to make distributions or payments to its investors.
As of March 31, 2022, the Partnership, its Subsidiary Partnerships and the Investment Properties collectively have approximately $539,371,000 in long-term debt, substantially all of which require payment of interest at fixed rates. Accordingly, the fair value of these debt instruments is affected by changes in market interest rates. This long term debt matures through 2035. The Partnership, its Subsidiary Partnerships and the Investment Properties collectively have variable rate debt of $10,000,000 (without taking out unamortized deferred financing costs) as of March 31, 2022.
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Interest rates ranged from LIBOR plus 195 basis points to LIBOR plus 300 basis points. Assuming interest-rate caps are not in effect, if market rates of interest on the Partnership’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Partnership’s variable rate debt would be approximately $50,000 annually and the increase or decrease in the fair value of the Partnership’s fixed rate debt as of March 31, 2022 would be approximately $25.5 million. For information regarding the fair value and maturity dates of these debt obligations, See Note 5 to the Consolidated Financial Statements — “Mortgage Notes Payable,” Note 12 to the Consolidated Financial Statements — “Fair Value Measurements” and Note 14 to the Consolidated Financial Statements — “Investment in Unconsolidated Joint Ventures.”
For additional disclosure about market risk, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Affect Future Results”.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. The Partnership’s management, with the participation of the Partnership’s principal executive officer and principal financial officer, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Partnership’s principal executive officer and principal financial officer have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Partnership in the reports that it files or submits under the Exchange Act.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the first quarter of 2022 that materially affected or are reasonably likely to materially affect our internal control over financial reporting. We have not experienced any material impacts to our internal control over financial reporting as a result of a majority or our office employees working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing our internal control environment to ensure that our controls continue to be designed effectively and continue to operate effectively throughout the duration of the pandemic.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings, other than ordinary routine litigation incidental to its business, to which the Partnership is a party to or to which any of the Properties is subject.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors in Item 1A, “Risk Factors” in our annual report on Form 10K for the year ended December 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) | None |
(b) | None |
(c) | Issuer Purchase of Equity Securities during the first quarter of 2022: |
36
|
|
| Remaining number |
| ||||
|
| Depositary Receipts |
| of Depositary Receipts |
| |||
Purchased as Part | that may be purchased | |||||||
Average | of Publicly | Under the Plan | ||||||
Period |
| Price Paid |
| Announced Plan |
| (as Amended) |
| |
January 1-31, 2022 | $ | 69.94 | 5,832 | 559,977 | ||||
February 1-28, 2022 | $ | — | — | 559,977 | ||||
March 1-31, 2022 | $ | 79.77 | 8,300 | 551,677 | ||||
Total | 14,132 | |||||||
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 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’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. From August 20, 2007 through March 31, 2022, the Partnership has repurchased 1,448,321 Depositary Receipts at an average price of $29.18 per receipt (or $875.40 per underlying Class A Unit), 3,729 Class B Units and 196 General Partnership Units, both at an average price of $1,080.00 per Unit, totaling approximately $46,506,000 including brokerage fees paid by the Partnership.
During the three months ended March 31, 2022, the Partnership purchased a total of 14,132 Depositary Receipts. The average price was $75.71 per receipt or $2,271.30 per unit. The cost including commission was $1,070,321. The Partnership was required to repurchase 111.88 Class B Units and 5.89 General Partnership units at a cost of $254,118 and $13,375 respectively.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Not applicable.
Item 5. Other Information
On April 25, 2022, Martina N. Alibrandi was appointed to the Board of Directors of NewReal, Inc. and as a member of the Audit Committee of the NewReal, Inc. Board.
Founder and principal of Martina N. Alibrandi CPA, PC (since 1987), a CPA firm that specializes in tax preparation and planning for mid-size businesses and high net worth individuals. Ms. Alibrandi is a licensed CPA in Massachusetts; a graduate of Boston College, Carroll School of Management, earning a B.S degree in accounting. Ms. Alibrandi worked for Ernst Young in New York and Boston (1981-1987) before starting her own accounting practice; New England Realty Associates (NERA) was a client of Ms. Alibrandi (1989-2014) and she was involved in the preparation of the quarterly and annual filings to the SEC; Ms Alibrandi was the Chief Operating Officer of MediVector, Inc. a Boston based drug development company (2014 – 2016); Board Member and Treasurer of Sancta Maria Nursing Facility in Cambridge (since 2021); leasing consultant to Sancta Maria Nursing Facility (since 2018) which involves the leases of commercial space at the facility. Based on Ms. Alibrandi’s extensive business experience, she has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
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EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
(31.1) | ||
(31.2) | ||
(32.1) | ||
(101.1) | The following financial statements from New England Realty Associates Limited Partnership Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (eXtensible Business Property Language: (i) Consolidated Balance Sheets, (unaudited) (ii) Consolidated Statements of Income, (unaudited) (iii) Consolidated Statements of Changes in Partners’ Capital, (unaudited) (iv) Consolidated Statements of Cash Flows, (unaudited) and (v) Notes to Consolidated Financial Statements, (unaudited) (filed herewith).
| |
(104) | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP | ||
By: | /s/ NEWREAL, INC. | |
Its General Partner | ||
By: | /s/ RONALD BROWN | |
Ronald Brown, President | ||
Dated: May 6, 2022 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ RONALD BROWN | President and Director of the General Partner | May 6 2022 | ||
Ronald Brown | (Principal Executive Officer) | |||
/s/ JAMESON BROWN | Treasurer and Director of the General Partner | May 6, 2022 | ||
Jameson Brown | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ MARTINA ALIBRANDI | Director of the General Partner | May 6, 2022 | ||
Martina Alibrandi | ||||
/s/ DAVID ALOISE | Director of the General Partner | May 6, 2022 | ||
David Aloise | ||||
/s/ ANDREW BLOCH | Director of the General Partner | May 6, 2022 | ||
Andrew Bloch | ||||
/s/ SALLY MICHAEL | Director of the General Partner | May 6, 2022 | ||
Sally Michael | ||||
/s/ DAVID REIER | Director of the General Partner | May 6, 2022 | ||
David Reier |
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