XASE:NEN New England Realty Associates LP ADR Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 10-Q

 

(Mark One)

 

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

OR

 

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from         to         

 

Commission file number 001-31568

 


 

New England Realty Associates Limited Partnership

(Exact name of registrant as specified in its charter)

 

Massachusetts

(State or other jurisdiction of
incorporation or organization)

 

04-2619298

(I.R.S. employer
identification no.)

 

39 Brighton Avenue, Allston, Massachusetts
(Address of principal executive offices)

 

02134
(Zip Code)

 

Registrant’s telephone number, including area code: (617) 783-0039

 

Securities registered pursuant to Section 12(b) of the Act:

 

Depositary Receipts
(Title of each Class)

 

NYSE AMEX
(Name of each Exchange on which Registered)

 

Securities registered pursuant to Section 12(g) of the Act:

 

Class A

Limited Partnership Units

(Title of class)

 

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o
(Do not check if a smaller reporting company)

 

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x

 

As of June 30, 2012, there were 105,119 of the registrant’s Class A units (3,153,575 Depositary Receipts) of limited partnership issued and outstanding and 24,966 Class B units issued and outstanding.

 

 

 



Table of Contents

 

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

 

INDEX

 

 

PART I—FINANCIAL INFORMATION

3

Item 1.

Financial Statements (Unaudited)

3

 

Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011

3

 

Consolidated Statements of Income for the Three and Six Months Ended June 30, 2012 and 2011

4

 

Consolidated Statements of Changes in Partners’ Capital for the Six Months Ended June 30, 2012 and 2011

5

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011

6

 

Notes to Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

34

Item 4.

Controls and Procedures

34

 

PART II—OTHER INFORMATION

34

Item 1.

Legal Proceedings

34

Item 1A.

Risk Factors

34

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

35

Item 3.

Defaults Upon Senior Securities

35

Item 4.

Mine Safety Disclosure

35

Item 5.

Other Information

35

Item 6.

Exhibits

35

SIGNATURES

36

 

2



Table of Contents

 

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, 2011 has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

 

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in New England Realty Associates L.P.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 

The results of operations for the three and six month periods ended June 30, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

 

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

June 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(Unaudited)

 

(Audited)

 

ASSETS

 

 

 

 

 

Rental Properties

 

$

96,859,188

 

$

98,924,534

 

Cash and Cash Equivalents

 

5,181,834

 

4,050,157

 

Rents Receivable

 

446,777

 

434,252

 

Real Estate Tax Escrows

 

432,319

 

401,325

 

Prepaid Expenses and Other Assets

 

3,654,247

 

3,866,652

 

Investments in Unconsolidated Joint Ventures

 

15,298,813

 

16,780,657

 

Financing and Leasing Fees

 

941,293

 

919,187

 

Total Assets

 

$

122,814,471

 

$

125,376,764

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

Note Payable

 

$

 

$

1,668,600

 

Mortgage Notes Payable

 

138,611,294

 

139,161,612

 

Accounts Payable and Accrued Expenses

 

2,106,533

 

2,253,696

 

Advance Rental Payments and Security Deposits

 

3,774,349

 

3,603,708

 

Total Liabilities

 

144,492,176

 

146,687,616

 

 

 

 

 

 

 

Commitments and Contingent Liabilities (Notes 3 and 9)

 

 

 

 

 

 

 

 

 

 

 

Partners’ Capital 131,398 units outstanding in 2012 and 131,484 units outstanding in 2011

 

(21,677,705

)

(21,310,852

)

Total Liabilities and Partners’ Capital

 

$

122,814,471

 

$

125,376,764

 

 

See notes to consolidated financial statements.

 

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

 

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Rental income

 

$

8,702,905

 

$

8,234,245

 

$

17,462,608

 

$

16,413,095

 

Laundry and sundry income

 

97,511

 

111,398

 

190,189

 

213,441

 

 

 

8,800,416

 

8,345,643

 

17,652,797

 

16,626,536

 

Expenses

 

 

 

 

 

 

 

 

 

Administrative

 

408,814

 

399,845

 

898,588

 

825,588

 

Depreciation and amortization

 

1,546,186

 

1,451,795

 

3,060,231

 

2,808,616

 

Management fees

 

365,866

 

350,886

 

717,611

 

684,236

 

Operating

 

711,039

 

871,037

 

1,953,142

 

2,329,723

 

Renting

 

53,368

 

109,450

 

100,119

 

197,337

 

Repairs and maintenance

 

1,297,772

 

1,317,610

 

2,370,646

 

2,379,751

 

Taxes and insurance

 

1,030,690

 

1,008,219

 

2,175,091

 

2,060,745

 

 

 

5,413,735

 

5,508,842

 

11,275,428

 

11,285,996

 

Income Before Other Income and Discontinued Operations

 

3,386,681

 

2,836,801

 

6,377,369

 

5,340,540

 

Other Income (loss)

 

 

 

 

 

 

 

 

 

Interest income

 

553

 

1,007

 

1,192

 

2,234

 

Interest expense

 

(1,938,747

)

(1,983,117

)

(3,900,003

)

(3,929,825

)

(Loss) from investment in unconsolidated joint ventures

 

(401,226

)

(498,198

)

(804,344

)

(952,246

)

 

 

(2,339,420

)

(2,480,308

)

(4,703,155

)

(4,879,837

)

Income from Continuing Operations

 

1,047,261

 

356,493

 

1,674,214

 

460,703

 

Discontinued Operations

 

 

 

 

 

 

 

 

 

Income from discontinue operations

 

 

16,178

 

 

81,567

 

Gain on the sale of real estate

 

 

7,720,459

 

 

7,720,459

 

 

 

 

7,736,637

 

 

7,802,026

 

Net Income

 

$

1,047,261

 

$

8,093,130

 

$

1,674,214

 

$

8,262,729

 

Income per Unit

 

 

 

 

 

 

 

 

 

Income before discontinued operations

 

$

7.97

 

$

2.71

 

$

12.73

 

$

3.50

 

Income from discontinued operations

 

 

58.84

 

 

59.34

 

Net Income per Unit

 

$

7.97

 

$

61.55

 

$

12.73

 

$

62.84

 

Weighted Average Number of Units Outstanding

 

131,469

 

131,484

 

131,477

 

131,484

 

 

See notes to consolidated financial statements.

 

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

 

(Unaudited)

 

 

 

Units

 

 

 

 

 

Partner’s Capital

 

 

 

Limited

 

General

 

 

 

Treasury

 

 

 

Limited

 

General

 

 

 

 

 

Class A

 

Class B

 

Partnership

 

Subtotal

 

Units

 

Total

 

Class A

 

Class B

 

Partnership

 

Total

 

Balance, January 1, 2011

 

144,180

 

34,243

 

1,802

 

180,225

 

48,741

 

131,484

 

$

(21,539,906

)

$

(5,111,628

)

$

(269,033

)

$

(26,920,567

)

Distribution to Partners

 

 

 

 

 

 

 

(1,472,626

)

(349,749

)

(18,408

)

(1,840,783

)

Net Income

 

 

 

 

 

 

 

6,610,183

 

1,569,919

 

82,627

 

8,262,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2011

 

144,180

 

34,243

 

1,802

 

180,225

 

48,741

 

131,484

 

$

(16,402,349

)

$

(3,891,458

)

$

(204,814

)

$

(20,498,621

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance January 1, 2012

 

144,180

 

34,243

 

1,802

 

180,225

 

48,741

 

131,484

 

$

(17,052,134

)

$

(4,045,783

)

$

(212,935

)

$

(21,310,852

)

Distribution to Partners

 

 

 

 

 

 

 

(1,577,351

)

(374,621

)

(19,717

)

(1,971,689

)

Stock Buyback

 

 

 

 

 

86

 

(86

)

(55,778

)

(12,921

)

(680

)

(69,379

)

Net Income

 

 

 

 

 

 

 

1,339,371

 

318,101

 

16,742

 

1,674,214

 

Balance, June 30, 2012

 

144,180

 

34,243

 

1,802

 

180,225

 

48,827

 

131,398

 

$

(17,345,891

)

$

(4,115,224

)

$

(216,590

)

$

(21,677,705

)

 

See notes to consolidated financial statements.

 

5



Table of Contents

 

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

$

1,674,214

 

$

8,262,729

 

Adjustments to reconcile net income to net cash provided by operating activities

 

 

 

 

 

Depreciation and amortization

 

3,060,231

 

2,808,616

 

Loss from investments in joint ventures

 

804,344

 

952,246

 

Depreciation and amortization, discontinued operations

 

 

32,540

 

Gain on the sale of rental property

 

 

(7,720,459

)

Changes in operating assets and liabilities

 

 

 

 

 

(Increase) decrease in rents receivable

 

(12,524

)

63,992

 

(Decrease) in accounts payable and accrued expense

 

(147,163

)

(218,575

)

(Increase) in real estate tax escrow

 

(30,994

)

(8,162

)

(Increase) decrease in prepaid expenses and other assets

 

212,405

 

(355,486

)

Increase in advance rental payments and security deposits

 

170,641

 

267,059

 

Total Adjustments

 

4,056,940

 

(4,178,229

)

Net cash provided by operating activities

 

5,731,154

 

4,084,500

 

Cash Flows From Investing Activities

 

 

 

 

 

Proceeds from unconsolidated joint ventures

 

677,500

 

594,425

 

Investment in unconsolidated subsidiaries

 

 

(11,925

)

Purchase and improvement of rental properties

 

(829,017

)

(11,271,717

)

Net proceeds from the sale of rental property

 

 

8,284,839

 

Net cash (used in) investing activities

 

(151,517

)

(2,404,378

)

Cash Flows From Financing Activities

 

 

 

 

 

Payment of financing costs

 

(187,973

)

(72,652

)

Proceeds of notes payable

 

 

3,998,573

 

Principal payments of notes payable

 

(1,668,600

)

 

Principal payment of mortgage notes payable

 

(550,319

)

(3,018,422

)

Stock buyback

 

(69,379

)

 

Distributions to partners

 

(1,971,689

)

(1,840,784

)

Net cash (used in) financing activities

 

(4,447,960

)

(933,285

)

Net Increase in Cash and Cash Equivalents

 

1,131,677

 

746,837

 

Cash and Cash Equivalents, at beginning of year

 

4,050,157

 

3,245,361

 

Cash and Cash Equivalents, at end of period

 

$

5,181,834

 

$

3,992,198

 

 

See notes to consolidated financial statements.

 

6



Table of Contents

 

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

JUNE 30, 2012

 

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 24 properties which include 16 residential buildings; 4 mixed use residential, retail and office buildings; 3 commercial buildings and individual units at one condominium complex.  These properties total 2,251 apartment units, 19 condominium units and 110,949 square feet of commercial space.  Additionally, the Partnership also owns a 40-50% interest in nine residential and mixed use properties consisting of 799 apartment units, 12,500 square feet of commercial space and a 50 car parking lot. The properties are located in Eastern Massachusetts and Southern New Hampshire.

 

Basis of Presentation: The preparation of the financial statements, in conformity with accounting principles generally accepted in the United State of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates.

 

Principles of Consolidation: The consolidated financial statements include the accounts of NERA and its subsidiaries. NERA has a 99.67% to 100% ownership interest in each subsidiary except for the nine limited liability companies (the “Investment Properties” or “Joint Ventures”) in which the Partnership has between a 40 - 50% ownership interest. The consolidated group is referred to as the “Partnerships.” Minority interests are not recorded, since they are insignificant. All significant intercompany accounts and transactions are eliminated in consolidation. The Partnership accounts for its investment in the above-mentioned Investment Properties using the equity method of consolidation. (See Note 14: Investments in Unconsolidated Joint Ventures).

 

The Partnership accounts for its investments in joint ventures using the equity method of accounting. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. 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 entity’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 Partnership adopted the updated provisions of ASC 810, pursuant to FASB No. 167, which amends FIN 46® to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity.  Additionally, FASB No. 167 amends FIN 46® to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity’s expected losses, receives a majority of the entity’s expected residual returns, or both.  FASB No. 167 amends certain guidance in Interpretation 46® for determining whether an entity is a variable interest entity. Also, FASB No. 167 amends FIN 46® to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity.  The enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity.  The adoption of this guidance did not have a material impact to these financial statements.

 

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

 

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cash flow losses, near term mortgage debt maturities or other factors that might impact the Partnership’s intent and ability to hold property.  A property’s value is impaired only if management’s estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.  To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property.  The Partnership’s estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property.  As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved.

 

Revenue Recognition:  Rental income from residential and commercial properties is recognized over the term of the related lease. For residential tenants, amounts 60 days in arrears are charged against income. The commercial tenants are evaluated on a case by case basis. Certain leases of the commercial properties provide for increasing stepped minimum rents, which are accounted for on a straight-line basis over the term of the lease. Contingent rent for commercial properties are 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. Concessions made on residential leases 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 values for acquired properties are amortized 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.

 

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 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.

 

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Financing and Leasing Fees: Financing fees are capitalized and amortized, using the interest method, over the life of the related mortgages. 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.

 

Income Taxes: The financial statements have been prepared on the basis that NERA and its subsidiaries are entitled to tax treatment as partnerships. Accordingly, no provision for income taxes 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 one segment.

 

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 2012 or 2011 other than net income as reported.

 

Income Per Depositary Receipt: Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1, such that each Depositary Receipt represents one-thirtieth (1/30) of a Class A Unit of the Partnership. All references to Depositary Receipts in the report are reflective of the 3-for-1 forward split.

 

Income Per Unit: Net income per unit has been calculated based upon the weighted average number of units outstanding during each period presented. The Partnership has no dilutive units and, therefore, basic net income is the same as diluted net income per unit (see Note 7).

 

Concentration of Credit Risks and Financial Instruments: The Partnership’s properties are located in New England, and the Partnership is subject to the general economic risks related thereto. No single tenant accounted for more than 5% of the Partnership’s revenues in 2012 or 2011. The Partnership makes its temporary cash investments with high-credit quality financial institutions.  At June 30, 2012, substantially all of the Partnership’s cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from 0.01% to 0.45%.  At June 30, 2012 and December 31, 2011, respectively approximately $6,253,000, and $5,051,000 of cash and cash equivalents, and security deposits included in prepaid expenses and other assets exceeded federally insured amounts.

 

Advertising Expense: Advertising is expensed as incurred. Advertising expense was $34,544, and $43,679 for the six months ended June 30, 2012 and 2011, respectively.

 

Discontinued Operations and 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. If, in management’s opinion, the net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.

 

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 amount 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.

 

Interest Capitalized: The Partnership follows the policy of capitalizing interest as a component of the cost of rental property when the time of construction exceeds one year.  During the six months ended June 30, 2012 and the year ended December 31, 2011 there was no capitalized interest.

 

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

 

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refinancing is substantially the same then they are recorded as an exchange of debt. Historically, all refinancing has qualified as extinguishment of debt.

 

Reclassifications:  Certain reclassifications have been made to prior period amounts in order to conform to current period presentation.

 

Subsequent Events:  The Partnership has evaluated subsequent events through August 13, 2012, the date the financial statements were issued, and noted the following:

 

From July 1, 2012 through August 13, 2012, the Partnership purchased a total of 251 Depositary Receipts.  The price was $26.51 per receipt or $793.50 per unit. The total cost was $6,995.  The Partnership is required to repurchase approximately 1.99 Class B Units and 0.11 General Partnership units at a cost of $ 1,581 and $83, respectively.

 

In August 2012 Edward Sarkisian became an active member of the Board of Advisors filling a vacancy resulting from the passing of Thomas Raffoul.  See Note 17 for details of this subsequent event.

 

NOTE 2. RENTAL PROPERTIES

 

As of June 30, 2012, the Partnership and its Subsidiary Partnerships owned 2,251 residential apartment units in 20 residential and mixed-use complexes (collectively, the “Apartment Complexes”). The Partnership also owns 19 condominium units in a residential condominium complex, all of which are leased to residential tenants (collectively referred to as the “Condominium Units”). The Apartment Complexes and Condominium Units are located primarily in the metropolitan Boston area of Massachusetts.

 

Additionally, as of June 30, 2012, 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 40% to 50% ownership interest in nine residential and mixed use complexes (the “Investment Properties”) at June 30, 2012 with a total of 799 units, accounted for using the equity method of consolidation. See Note 14 for summary information on these investments.

 

Rental properties consist of the following:

 

 

 

June 30, 2012

 

December 31, 2011

 

Useful Life

 

Land, improvements and parking lots

 

$

27,640,161

 

$

27,614,537

 

15—40 years

 

Buildings and improvements

 

119,217,520

 

119,097,186

 

15—40 years

 

Kitchen cabinets

 

3,770,024

 

3,542,249

 

5—10 years

 

Carpets

 

3,563,159

 

3,307,499

 

5—10 years

 

Air conditioning

 

809,415

 

788,146

 

7—10 years

 

Laundry equipment

 

372,723

 

368,955

 

5—7 years

 

Elevators

 

1,139,296

 

1,139,296

 

20 years

 

Swimming pools

 

235,242

 

235,242

 

10 years

 

Equipment

 

1,802,339

 

1,744,006

 

5—7 years

 

Motor vehicles

 

107,788

 

107,788

 

5 years

 

Fences

 

24,474

 

22,974

 

5—10 years

 

Furniture and fixtures

 

1,076,107

 

1,039,439

 

5—7 years

 

Smoke alarms

 

194,567

 

116,482

 

5—7 years

 

Total fixed assets

 

$

159,952,815

 

$

159,123,799

 

 

 

Less: Accumulated depreciation

 

(63,093,627

)

(60,199,265

)

 

 

 

 

$

96,859,188

 

$

98,924,534

 

 

 

 

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On May 18, 2011, the Partnership sold Avon Street Apartments, a 66 unit residential apartment complex located at 130 Avon Street, Malden, Massachusetts.  The sales price was $8,750,000, which resulted in a gain of approximately $7,700,000.  The net proceeds of the sale, of approximately $5,444,000 were held by a qualified intermediary in order for the Partnership to structure a tax free exchange in accordance with Section 1031 of the IRS code.  This tax free exchange was completed with the purchase of Battle Green Apartments described below.

 

On June 1, 2011, the Partnership purchased the Battle Green Apartments, a 48 unit residential apartment complex located at 34-42 Worthen Road, Lexington, Massachusetts.  The purchase price was $10,000,000.  The Partnership used cash reserves, the proceeds from the sale of Avon Street and borrowed $3,998,573 from Harold Brown, Treasurer of the General Partner to make this purchase.  This loan had an interest rate of 6% and was secured by the Partnership’s ownership interest in Battle Green Apartments, LLC.  The term of the loan is four years with a provision requiring payment in whole or in part upon demand within six months of notice or prepay without penalty.  On July 27, 2011, the Partnership financed the Battle Green Apartments with a new $5,000,000 mortgage at 4.95% which matures in August 2026.  Principal payments will be made using a 30 year amortization schedule.  Deferred financing costs associated with this mortgage totaled approximately $100,000 and accordingly the effective interest rate is 5.07%.  After paying off the existing loan of $3,998,573, approximately $1,000,000 was received by the Partnership. The interest paid on this loan to Harold Brown was $38,123.

 

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 4% of gross receipts of rental revenue and laundry income on the majority of the Partnership’s properties and 3% on Linewt.  Total fees paid were approximately $718,000 and $700,000 during the six months ended June 30, 2012 and 2011 respectively.

 

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 six months ended June 30, 2012 and 2011, approximately $328,000, and $416,000, was charged to NERA for legal, accounting, construction, maintenance, rental and architectural services and supervision of capital improvements.  Of the 2012 expenses referred to above, approximately $144,000 consisted of repairs and maintenance and $159,000 of administrative expense.  Approximately $8,000 of expenses for construction, architectural services and supervision of capital projects were capitalized in rental properties.  Rental commissions were approximately $17,000 for the six months ended June 30, 2012. Additionally in 2012, the Hamilton Company received approximately $371,000 from the Investment Properties of which approximately $280,000 was the management fee, approximately $8,000 was for construction supervision and architectural fees, approximately $39,000 was for maintenance services and approximately $44,000 was for administrative services. The management fee is equal to 4% gross receipts of rental income on the majority of investment properties and 2% on Dexter Park.

 

On January 1, 2004, all employees were transferred to the Management Company’s payroll. The Partnership reimburses the Management Company for the payroll and related expenses of the employees who work at the properties. Total reimbursement was approximately $1,247,000 and $1,242,000 for the six months ended June 30, 2012 and 2011, respectively. The Management Company maintains a 401K plan for all eligible employees whereby the employees may contribute the maximum allowed by law. The plan also provides for discretionary contributions by the employer. There were no employer contributions in 2012 and 2011.

 

Prior to 1991, the Partnership employed an outside, unaffiliated company to perform its bookkeeping and accounting functions. Since that time, such services have been provided by the Management Company’s accounting staff, which consists of approximately 14 people.  During the six months ended June 30, 2012 and 2011, the Management Company charged the Partnership $62,500 ($125,000 per year) for bookkeeping and accounting services included in administrative expenses of $159,000 above.

 

In 1996, prior to becoming an employee of the Management Company, the President of the Management Company performed asset management consulting services for the Partnership. This individual continues to perform this service and receives an asset management fee from the Partnership.  The Partnership does not have a written agreement with this individual.  During the six months ended June 30, 2012 and 2011, this individual received $37,500 and $37,500, respectively.

 

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The Partnership has invested in nine limited partnerships, which have invested in mixed use residential apartment complexes. The Partnership has between a 40% and 50% ownership interest in each investment. The other investors are Harold Brown, the President of the Management Company and five other employees of the Management Company. Harold Brown’s ownership interest is between 43.2% and 57%. See Note 14 for a description of the properties and their operations.

 

See Note 8 for information regarding the repurchase of Class B and General Partnership Units.

 

On October 28, 2009, the Partnership borrowed approximately $7,168,000 with an interest rate of 6% from HBC Holdings, LLC, an entity owned by Harold Brown and his affiliates (“HBC”).  The term of the loan is four years with a provision requiring payment in whole or in part upon demand by HBC with six months notice.  The Partnership may also prepay the note without penalty.  On August 17, 2010, HBC gave six months written notice to the Partnership requesting a principal pay down of $2,500,000.  During the fourth quarter of 2010, the Partnership paid HBC $2,500,000 as requested.  During 2011, the Partnership elected to make principal payments of $1,000,000 on August 1, 2011, $1,000,000 on October 1, 2011 and $1,000,000 on December 15, 2011 reducing the loan balance to $1,668,600.  In February 2012, the Partnership elected to make an additional principal payment of $750,000 to HBC Holdings and the balance of $918,600 was paid in April 2012. The interest paid during the six months ended June 30, 2012 and 2011 was approximately $18,960 and $141,000, respectively.

 

NOTE 4. OTHER ASSETS

 

Approximately $1,953,000 and $1,879,000 of security deposits and prepaid rent deposits are included in prepaid expenses and other assets at June 30, 2012 and December 31, 2011, respectively.

 

Included in prepaid expenses and other assets at June 30, 2012 and December 31, 2011 is approximately $1,091,000 and $1,014,000, respectively, held in escrow to fund future capital improvements. The security deposits and escrow accounts are restricted cash.

 

Financing and leasing fees of approximately $941,000 and $919,000 are net of accumulated amortization of approximately $708,000 and $636,000 at June 30, 2012 and December 31, 2011, respectively.

 

NOTE 5. MORTGAGE NOTES PAYABLE

 

At June 30, 2012 and December 31, 2011, the mortgages payable consisted of various loans, all of which were secured by first mortgages on properties referred to in Note 2. At June 30, 2012, the interest rates on these loans ranged from 4.25% to 7.07%, payable in monthly installments aggregating approximately $742,000, including principal, to various dates through 2026. The majority of the mortgages are subject to prepayment penalties.  At June 30, 2012, the weighted average interest rate on the above mortgages was 5.53%. The effective rate of 5.62% includes the amortization expense of deferred financing costs. See Note 12 for fair value information. The Partnership’s mortgage debt and the mortgage debt of its unconsolidated joint ventures generally is non-recourse except for customary exceptions pertaining to misuse of funds and material misrepresentations.

 

The Partnerships have pledged tenant leases as additional collateral for certain of these loans.

 

Approximate annual maturities at June 30, 2012 are as follows:

 

2013—current maturities

 

$

19,936,000

 

2014

 

29,506,000

 

2015

 

9,152,000

 

2016

 

189,000

 

2017

 

199,000

 

Thereafter

 

79,629,000

 

 

 

$

138,611,000

 

 

On July 27, 2011, the Partnership financed the Battle Green Apartments with a new $5,000,000 mortgage at 4.95% which matures in August 2026.  Principal payments will be made using a 30 year amortization schedule.  Deferred financing costs associated with this mortgage totaled approximately $100,000 and accordingly the effective interest rate is 5.07%.  After

 

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paying off the existing loan of $3,998,573, approximately $1,000,000 was received by the Partnership. The interest paid on this loan to Harold Brown was $38,123.

 

NOTE 6. ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS

 

The Partnership’s residential lease agreements may require tenants to maintain a one-month advance rental payment and/or a security deposit. At June 30, 2012, amounts received for prepaid rents of approximately $1,405,000 are included in cash and cash equivalents, and security deposits of approximately $1,953,000 are included in other assets and are restricted cash.

 

NOTE 7. PARTNERS’ CAPITAL

 

The Partnership has two classes of Limited Partners (Class A and B) and one category of General Partner. Under the terms of the Partnership Agreement, distributions to holders of Class B Units and General Partnership Units must represent 19% and 1%, respectively, of the total units outstanding. All classes have equal profit sharing and distribution rights, in proportion to their ownership interests.

 

Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1, such that each Depositary Receipt represents one-thirtieth (1/30) of a Class A Unit of the Partnership.

 

On January 17, 2012, the Partnership announced the approval of a quarterly distribution to its Class A Limited Partners and holders of Depositary Receipts of record as of March 15, 2012 and payable on March 31, 2012.  The quarterly distribution per Class A Limited Partnership Unit was increased from $7.00 per unit to $7.50 per unit.  Taking into consideration the 3-for-1 forward split of Depositary Receipts that was completed on January 3, 2012, the quarterly distribution per Depositary Receipt has been increased from $0.23 to $0.25.

 

In 2012, the Partnership approved quarterly distributions of $ 7.50 per unit ($0.25 per receipt) payable on March 31, June 30, and September 30, 2012.

 

In 2011 the Partnership paid quarterly distributions of $7.00 per unit ($0.23 per receipt) in March, June, September, and December for a total distribution of $28.00 per unit ($0.93 per receipt).

 

The Partnership has entered into a deposit agreement with an agent to facilitate public trading of limited partners’ interests in Class A Units. Under the terms of this agreement, the holders of Class A Units have the right to exchange each Class A Unit for 30 Depositary Receipts. The following is information per Depositary Receipt:

 

 

 

Six Months Ended
 June  30,

 

 

 

2012

 

2011

 

Income per Depositary Receipt before Discontinued Operations

 

$

0.42

 

$

0.12

 

Income from Discontinued Operations

 

 

1.98

 

Net Income per Depositary Receipt after Discontinued Operations

 

$

0.42

 

$

2.10

 

Distributions per Depositary Receipt

 

$

0.50

 

$

0.46

 

 

NOTE 8. TREASURY UNITS

 

Treasury Units at June 30, 2012 are as follows:

 

Class A

 

39,062

 

Class B

 

9,276

 

General Partnership

 

489

 

 

 

48,827

 

 

On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program (“Repurchase Program”).  Under the terms of the Repurchase Program, the Partnership may purchase up to 1,500,000 Depositary Receipts from the start of the program in 2007 through March 31, 2015.  The Repurchase Program requires the Partnership to repurchase

 

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a proportionate number of Class B Units and General Partnership 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 Restate 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 June 30, 2012, the Partnership has repurchased 1,197,013 Depositary Receipts at an average price of $24.62 per receipt (or $738.60 per underlying Class A Unit), 1,740 Class B Units and 92 General Partnership Units, at an average price of $587.01 per Unit, totaling approximately $30,549,000 including brokerage fees paid by the Partnership.

 

During the six months ended June 30, 2012, the Partnership purchased 2,053 Depositary Receipts for a cost of $55,778, 16 Class B Units for a cost of $12,921 and 1 General Partnership Unit for a cost of $680 for a total cost of $69,379.

 

Through August 8, 2012, the Partnership purchased a total of 251 Depositary Receipts.  The price was $26.55 per receipt or $793.50 per unit. The total cost was $6,995.  The Partnership is required to repurchase approximately 1.99 Class B Units and 0.11 General Partnership units at a cost of $ 1,581 and $83, respectively.

 

NOTE 9. COMMITMENTS AND CONTINGENCIES

 

From time to time, the Partnerships are involved in various ordinary routine litigation incidental to their business. The Partnership either has insurance coverage or provides for any uninsured claims when appropriate. The Partnerships are not involved in any material pending legal proceedings.

 

NOTE 10. RENTAL INCOME

 

During the six months ended June 30, 2012, approximately 90% of rental income was related to residential apartments and condominium units with leases of one year or less. The majority of these leases expire in June, July and August. Approximately 10% was related to commercial properties, which have minimum future annual rental income on non-cancellable operating leases at June 30, 2012 as follows:

 

 

 

Commercial
Property Leases

 

2013

 

$

2,549,000

 

2014

 

2,187,000

 

2015

 

1,636,000

 

2016

 

1,434,000

 

2017

 

590,000

 

Thereafter

 

909,000

 

 

 

$

9,305,000

 

 

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 $310,000 and $363,000 for the six months ended June 30, 2012, and 2011 respectively.

 

The following information is provided for commercial leases:

 

 

 

 

 

 

 

 

 

Percentage of

 

 

 

Annual base rent

 

Total square feet

 

Total number

 

Annual base rent for

 

 

 

for expiring leases

 

for expiring leases

 

of leases expiring

 

expiring leases

 

Through June 30,

 

 

 

 

 

 

 

 

 

2013

 

$

277,224

 

15,712

 

9

 

10

%

2014

 

224,723

 

9,140

 

9

 

8

%

2015

 

557,565

 

27,640

 

9

 

20

%

2016

 

748,985

 

26,298

 

7

 

26

%

2017

 

476,797

 

16,272

 

5

 

17

%

2018

 

221,666

 

7,037

 

1

 

8

%

2019

 

0

 

0

 

0

 

0

%

2020

 

265,032

 

6,906

 

3

 

9

%

2021

 

64,800

 

1,800

 

1

 

2

%

2022

 

0

 

0

 

0

 

0

%

Totals

 

$

2,836,792

 

110,805

 

44

 

100

%

 

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Rents receivable are net of an allowance for doubtful accounts of approximately $501,000 and $448,000 at June 30, 2012 and December 31, 2011, respectively.  Included in rents receivable at June 30, 2012 is approximately $299,000 resulting from recognizing rental income from non-cancelable commercial leases with future rental increases on a straight-line basis. The majority of this amount is for long-term leases with Staples and Trader Joe’s at Staples Plaza in Framingham, Massachusetts.

 

Rents receivable also includes approximately $17,000 representing the deferral of rental concession primarily related to the residential properties.

 

For the six months ended June 30, 2012 rent at the commercial properties includes approximately $3,000 of amortization of deferred rents arising from the fair values assigned to in-place leases upon the purchase of Cypress Street in Brookline, Massachusetts.

 

NOTE 11. CASH FLOW INFORMATION

 

During the six months ended June 30, 2012 and 2011, cash paid for interest was approximately $3,900,000, and $3,976,000 respectively.  Cash paid for state income taxes was approximately $44,000 and $28,000 during the six months ended June 30, 2012 and 2011 respectively.

 

NOTE 12. FAIR VALUE MEASUREMENTS

 

Fair Value Measurements on a Recurring Basis

 

At June 30, 2012 and December 31, 2011, we do not have any significant financial assets or financial liabilities that are measured at fair value on a recurring basis in our consolidated financial statements.

 

Financial Assets and Liabilities not Measured at Fair Value

 

At June 30, 2012 and December 31, 2011 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 June 30, 2012 and December 31, 2011, 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 June 30, 2012 and December 31, 2011, 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, 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.

 

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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 June 30, 2012

 

$

138,611,294

 

$

158,928,801

 

At December 31, 2011

 

$

139,161,612

 

$

158,050,039

 

Investment Properties

 

 

 

 

 

At June 30, 2012

 

$

139,206,873

 

$

161,063,396

 

 

Disclosure about fair value of financial instruments is based on pertinent information available to management as of June 30, 2012 and December 31, 2011.  Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since June 30, 2012 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, accelerated depreciation, different tax lives, and timing differences related to prepaid rents, allowances and intangible assets at significant acquisitions. Taxable income was approximately $8,856,000 less than statement income for the year ended December 31, 2011. The primary reason for the decrease is the tax free sale of Avon Street and accelerated depreciation. The cumulative tax basis of the Partnership’s real estate at December 31, 2011 is approximately $12,000,000, less than the statement basis. The primary reasons for the lower tax basis are tax free exchanges, and accelerated depreciation. The Partnership’s tax basis in its joint venture investments is approximately $2,000,000 less than statement basis because of accelerated depreciation.

 

Certain entities included in the Partnership’s consolidated financial statements are subject to certain state taxes.  These taxes are not significant and are recorded as operating expenses in the accompanying consolidated financial statements.

 

Certain allowable accelerated depreciation deductions have been reduced by 50% in 2012 and are expected to be eliminated for 2013.  This will result in higher taxable income in those years.  Future tax law changes may significantly affect taxable income.

 

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 adjustments regarding its tax accounting treatment.  The Partnership expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense, which would be included in general and administrative expense.

 

In the normal course of business the Partnership or one of its subsidiaries is subject to examination by federal, state and local jurisdictions in which it operates, where applicable.  As of June 30, 2012, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2004 forward.

 

NOTE 14. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

 

Since November 2001, the Partnership has invested in nine limited partnerships and limited liability companies, the majority of which have invested in residential apartment complexes, with three partnerships investing in commercial property. The Partnership has between a 40%-50% ownership interests in each investment. The other investors are Harold Brown, the President of the Management Company and five other employees of the Management Company. Harold Brown’s ownership interest is between 43.2% and 57%, with the balance owned by the others. A description of each investment is as follows:

 

On October 28, 2009 the Partnership invested approximately $15,925,000 in a joint venture to acquire a 40% interest in a residential property located in Brookline, Massachusetts.  The property, referred to as Dexter Park, is a 409 unit residential complex. The purchase price was $129,500,000.  The total mortgage is $89,914,000 with an interest rate of 5.57% and it matures in 2019.  The mortgage calls for interest only payments for the first two years of the loan and amortized over 30 years thereafter.  The balance of this mortgage is approximately $89,167,000 at June 30, 2012.  In order to fund this investment, the Partnership used approximately $8,757,000 of its cash reserves and borrowed approximately $7,168,000 with an interest rate of 6% from HBC Holdings, LLC, an entity owned by Harold Brown and his affiliates (“HBC”).  The term of the loan is four years with a provision requiring payment in whole or in part upon demand by HBC with six months notice.  On August 17, 2010, HBC gave six months written notice to the Partnership requesting a principal pay down of $2,500,000.  During the fourth quarter of 2010, the Partnership paid HBC $2,500,000 as requested.  During 2011, the Partnership elected to make principal

 

16



Table of Contents

 

payments of $1,000,000 on August 1, 2011, $1,000,000 on October 1, 2011, and an additional $1,000,000 on December 15, 2011 reducing the loan balance to $1,668,600 at December 31, 2011.  In February 2012, the Partnership elected to make an additional principal payment of $750,000 to HBC Holdings and the balance of $918,600 was paid in April 2012. The interest paid during the six months ended June 30, 2012 and 2011 was approximately $18,960 and $141,000, respectively.  A majority of the apartments were leased at the time of the acquisition.  As a result, the Partnership amortized the intangible assets associated with the “in place” leases over a 12 month period which began in November 2009.  This investment, Hamilton Park Towers, LLC is referred to as Dexter Park.

 

On October 3, 2005, the Partnership invested $2,500,000 for a 50% ownership interest in a 168-unit apartment complex in Quincy, Massachusetts. The purchase price was $30,875,000. The Partnership plans to sell the majority of units as condominium and retain 48 units for long-term investment. Gains from the sales of units were taxed at ordinary income rates. In February 2007, the Partnership refinanced the 48 units which will be retained with a new mortgage in the amount of $4,750,000 with an interest rate of 5.57%, interest only for five years. This investment is referred to as Hamilton Bay Apartments, LLC. The loan will be amortized over 30 years thereafter and matures in March 2017.  In April 2008, the Partnership refinanced an additional 20 units and obtained a new mortgage in the amount of $2,368,000 with interest at 5.75%, interest only, which matures in 2013. As of August 1, 2012, 105 units have been sold, the proceeds of which went to pay down the mortgage on the property.  The balance on the new mortgage is approximately $1,668,000 at June 30, 2012. This investment is referred to as Hamilton Bay, LLC.

 

On March 7, 2005, the Partnership invested $2,000,000 for a 50% ownership interest in a building comprising 49 apartments, one commercial space and a 50-car surface parking lot located in Boston, Massachusetts. The purchase price was $14,300,000, with a $10,750,000 mortgage. The Partnership plans to operate the building and initiate development of the parking lot.  In June 2007, the Partnership separated the parcels, formed an additional limited liability company for the residential apartments and obtained a mortgage on the property. The new limited liability company formed for the residential apartments and commercial space is referred to as Hamilton Essex 81, LLC.  In August 2008, the Partnership restructured the mortgages on both parcels at Essex 81 and transferred the residential apartments to Hamilton Essex 81, LLC.  The mortgage on Hamilton Essex 81, LLC is $8,406,631 with interest only at 5.79% due in August 2016.  The mortgage on Essex Development, LLC, or the parking lot is $2,118,990 with a variable interest rate of 2.25% over the daily Libor rate (0.25% at June 30, 2012). This loan was extended to August 2013 with the same conditions except for the addition of fixed principal payments in the amount of $4,301 per month. The cost associated with the extension was approximately $6, 000. Harold Brown has issued a personal guaranty up to $1,000,000 of this mortgage. In the event that he is obligated to make payments to the lender as a result of this guaranty, the Partnership and other investors have, in turn, agreed to indemnify him for their proportionate share of any such payments.  The investment in the parking lot is referred to as Hamilton Essex Development, LLC; the investment in the apartments is referred to as Hamilton Essex 81, LLC.

 

On March 2, 2005, the Partnership invested $2,352,000 for a 50% ownership interest in a 176-unit apartment complex with an additional small commercial building located in Quincy, Massachusetts. The purchase price was $23,750,000. The Partnership sold 127 of the units as condominiums and retained 49 units for long-term investment. The Partnership obtained a new 10-year mortgage in the amount of $5,000,000 on the units to be retained by the Partnership. The interest on the new loan is 5.67% fixed for the 10 year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan term.  This investment is referred to as Hamilton 1025, LLC.

 

In September 2004, the Partnership invested approximately $5,075,000 for a 50% ownership interest in a 42-unit apartment complex located in Lexington, Massachusetts. The purchase price was $10,100,000.  In October 2004, the Partnership obtained a mortgage on the property in the amount of $8,025,000 and returned $3,775,000 to the Partnership. The Partnership obtained a new 10-year mortgage in the amount of $5,500,000 in January 2007. The interest on the new loan is 5.67% fixed for the ten year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan. This loan required a cash contribution by the Partnership of $1,250,000 in December 2006. At June 30, 2012, the balance of this mortgage is approximately $5,466,000.  This investment is referred to as Hamilton Minuteman, LLC.

 

In August 2004, the Partnership invested $8,000,000 for a 50% ownership interest in a 280-unit apartment complex located in Watertown, Massachusetts. The total purchase price was $56,000,000. As of May 2008, the Partnership sold 137 units as condominiums. Gains from these sales were taxed as ordinary income. The majority of the sales proceeds were applied to reduce the mortgage with the final payment made during the second quarter of 2007. With the sale of the units and the payments of the liabilities, the assets were combined with Hamilton on Main Apartments, LLC.  An entity partially owned by the majority shareholder of the General Partner and the President of the management company, 31% and 5%, respectively, was the sales agent and received a variable commission on each sale of 3% to 5%. Hamilton on Main, LLC is known as Hamilton Place.

 

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Table of Contents

 

In 2005, Hamilton on Main Apartments, LLC obtained a ten year mortgage on the three buildings to be retained. The mortgage is $16,825,000, with interest only of 5.18% for three years and amortizing on a 30 year schedule for the remaining seven years when the balance is due. The net proceeds after funding escrow accounts and closing costs on the mortgage were approximately $16,700,000, which were used to reduce the existing mortgage. Hamilton on Main LLC paid a fee of approximately $400,000 in connection with this early extinguishment of debt.  At June 30, 2012, the remaining balance on the mortgage is approximately $15,749,000.

 

In November 2001, the Partnership invested approximately $1,533,000 for a 50% ownership interest in a 40-unit apartment building in Cambridge, Massachusetts. This property has a 12-year mortgage, with a remaining balance at June 30, 2012 of approximately $6,936,000 at 6.9% which is amortized on a 30-year schedule, with a final payment of approximately $6,000,000 in 2014. This investment is referred to as 345 Franklin, LLC.

 

As required by the lender, the Treasurer of the General Partner has provided a limited repayment guaranty equal to fifty percent (50%) of the outstanding balance for the loan on the for sale units at Hamilton Bay and a limited guaranty of $1,000,000 for the loan on Hamilton Essex Development.  In the event that he is obligated to make payments to the lenders as a result of these guaranties, the Partnership and other investors have, in turn, agreed to indemnify him for their proportionate share of any such payments.

 

Summary financial information as of June 30, 2012

 

 

 

Hamilton
Essex 81

 

Hamilton
Essex
Development

 

345
Franklin

 

Hamilton
1025

 

Hamilton
Bay Sales

 

Hamilton
Bay Apts

 

Hamilton
Minuteman

 

Hamilton
on Main
Apts

 

Dexter
Park

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Properties

 

9,261,771

 

2,611,819

 

8,049,593

 

5,744,197

 

1,882,240

 

7,118,237

 

7,152,206

 

21,534,347

 

110,257,477

 

173,611,888

 

Cash & Cash Equivalents

 

58,404

 

24,262

 

26,170

 

296

 

24,634

 

17,487

 

18,057

 

51,045

 

577,044

 

797,399

 

Rent Receivable

 

70,337

 

 

9,048

 

12,082

 

2,563

 

5,692

 

4,380

 

10,138

 

132,465

 

246,705

 

Real Estate Tax Escrow

 

49,442

 

 

21,015

 

69,257

 

 

93,063

 

42,103

 

107,470

 

483,938

 

866,288

 

Prepaid Expenses & Other Assets

 

85,426

 

1,110

 

91,415

 

97,825

 

161,820

 

104,087

 

76,573

 

273,435

 

1,306,813

 

2,198,503

 

Financing & Leasing Fees

 

65,493

 

1,747

 

12,247

 

22,159

 

4,037

 

29,424

 

17,934

 

18,012

 

429,336

 

600,388

 

Total Assets

 

9,590,873

 

2,638,938

 

8,209,487

 

5,945,816

 

2,075,295

 

7,367,990

 

7,311,253

 

21,994,446

 

113,187,073

 

178,321,171

 

LIABILITIES AND PARTNERS’ CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage Notes Payable

 

8,406,631

 

2,118,990

 

6,936,102

 

4,964,768

 

1,668,000

 

4,730,815

 

5,466,352

 

15,748,668

 

89,166,547

 

139,206,873

 

Accounts Payable & Accrued Expense

 

61,165

 

5,811

 

118,416

 

49,520

 

18,661

 

54,146

 

85,621

 

211,249

 

884,807

 

1,489,395

 

Advance Rental Pmts & Security Dep

 

187,355

 

 

147,570

 

85,841

 

24,499

 

87,189

 

68,827

 

262,993

 

1,919,814

 

2,784,087

 

Total Liabilities

 

8,655,151

 

2,124,801

 

7,202,087

 

5,100,129

 

1,711,161

 

4,872,149

 

5,620,800

 

16,222,911

 

91,971,168

 

143,480,356

 

Partners’ Capital

 

935,722

 

514,137

 

1,007,400

 

845,687

 

364,134

 

2,495,641

 

1,690,453

 

5,771,535

 

21,215,906

 

34,840,816

 

Total Liabilities & Capital

 

9,590,873

 

2,638,938

 

8,209,487

 

5,945,816

 

2,075,295

 

7,367,990

 

7,311,253

 

21,994,446

 

113,187,073

 

178,321,171

 

Partners’ Capital — NERA 50%

 

467,861

 

257,068

 

503,700

 

422,844

 

182,067

 

1,247,920

 

845,227

 

2,885,768

 

 

 

 

 

NERA 40%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,486,362

 

8,486,362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,298,817

 

Total units/ condominiums

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Apartments

 

48

 

 

40

 

175

 

120

 

48

 

42

 

148

 

409

 

1,030

 

Commercial

 

1

 

1

 

 

1

 

 

 

 

 

 

3

 

Total

 

49

 

1

 

40

 

176

 

120

 

48

 

42

 

148

 

409

 

1,033

 

Units to be retained

 

49

 

1

 

40

 

49

 

 

48

 

42

 

148

 

409

 

786

 

Units to be sold

 

 

 

 

127

 

120

 

 

 

 

 

247

 

Units sold through August  1, 2012

 

 

 

 

127

 

105

 

 

 

 

 

232

 

Unsold units

 

 

 

 

 

15

 

 

 

 

 

15

 

Unsold units with deposits for future sale as of August 1, 2012

 

 

 

 

 

 

 

 

 

 

 

 

18



Table of Contents

 

Summary financial information for the six months ended June 30, 2012

 

 

 

Hamilton
Essex 81

 

Hamilton Essex
Development

 

345
Franklin

 

Hamilton
1025

 

Hamilton
Bay Sales

 

Hamilton
Bay Apts

 

Hamilton
Minuteman

 

Hamilton
on Main
Apts

 

Dexter
Park

 

Total

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Income

 

626,002

 

144,092

 

578,703

 

421,727

 

111,192

 

436,161

 

398,676

 

1,297,371

 

6,062,838

 

10,076,761

 

Laundry and Sundry Income

 

7,073

 

 

1,188

 

 

 

 

491

 

9,980

 

43,855

 

62,587

 

 

 

633,075

 

144,092

 

579,891

 

421,727

 

111,192

 

436,161

 

399,167

 

1,307,350

 

6,106,693

 

10,139,348

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative

 

7,606

 

1,114

 

15,366

 

2,480

 

4,103

 

23,711

 

2,931

 

26,098

 

109,434

 

192,842

 

Depreciation and Amortization

 

206,865

 

6,485

 

222,140

 

126,593

 

39,472

 

149,087

 

158,546

 

476,667

 

2,870,999

 

4,256,855

 

Management Fees

 

27,026

 

5,764

 

24,116

 

16,885

 

4,587

 

16,992

 

16,016

 

52,207

 

129,568

 

293,161

 

Operating

 

53,132

 

 

29,481

 

635

 

927

 

905

 

37,721

 

178,324

 

547,102

 

848,227

 

Renting

 

2,090

 

 

141

 

2,328

 

1,450

 

3,271

 

1,993

 

6,580

 

41,798

 

59,652

 

Repairs and Maintenance

 

54,878

 

4,525

 

44,319

 

146,192

 

32,177

 

133,219

 

29,497

 

197,892

 

429,952

 

1,072,650

 

Taxes and Insurance

 

100,878

 

25,186

 

50,561

 

73,592

 

23,560

 

81,677

 

50,868

 

168,309

 

744,643

 

1,319,275

 

 

 

452,475

 

43,074

 

386,125

 

368,706

 

106,276

 

408,862

 

297,573

 

1,106,077

 

4,873,495

 

8,042,662

 

Income Before Other Income

 

180,601

 

101,018

 

193,766

 

53,021

 

4,916

 

27,299

 

101,594

 

201,274

 

1,233,197

 

2,096,686

 

Other Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

(248,551

)

(30,327

)

(245,913

)

(143,846

)

(48,871

)

(135,267

)

(158,370

)

(418,707

)

(2,540,630

)

(3,970,481

)

Interest Income

 

 

 

24

 

41

 

114

 

 

 

 

 

178

 

Interest Income from Note

 

 

 

 

 

3,442

 

 

 

 

 

3,442

 

 

 

(248,551

)

(30,327

)

(245,889

)

(143,805

)

(45,315

)

(135,267

)

(158,370

)

(418,707

)

(2,540,630

)

(3,966,860

)

Net Income (loss)

 

(67,950

)

70,691

 

(52,123

)

(90,784

)

(40,398

)

(107,968

)

(56,776

)

(217,433

)

(1,307,433

)

(1,870,174

)

Net Income (loss) - NERA 50%

 

(33,975

)

35,345

 

(26,061

)

(45,392

)

(20,199

)

(53,984

)

(28,388

)

(108,717

)

 

 

(281,371

)

NERA 40%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(522,973

)

(522,973

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(804,344

)

 

Summary financial information for the three months ended June 30, 2012

 

 

 

Hamilton
Essex 81

 

Hamilton
Essex
Development

 

345
Franklin

 

Hamilton
1025

 

Hamilton Bay
Sales

 

Hamilton
Bay Apts

 

Hamilton
Minuteman

 

Hamilton
on Main
Apts

 

Dexter Park

 

Total

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental Income

 

333,509

 

72,046

 

287,052

 

211,699

 

59,714

 

216,498

 

201,973

 

649,487

 

3,051,260

 

5,083,238

 

Laundry and Sundry Income

 

3,540

 

 

600

 

 

 

 

83

 

4,617

 

21,355

 

30,195

 

 

 

337,049

 

72,046

 

287,652

 

211,699

 

59,714

 

216,498

 

202,056

 

654,104

 

3,072,615

 

5,113,433

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Administrative

 

4,330

 

547

 

8,864

 

2,189

 

1,895

 

15,351

 

1,982

 

12,303

 

66,572

 

114,031

 

Depreciation and Amortization

 

103,742

 

3,243

 

112,159

 

63,477

 

19,736

 

74,723

 

79,613

 

240,010

 

1,438,955

 

2,135,656

 

Management Fees

 

14,208

 

2,882

 

12,115

 

8,333

 

2,537

 

8,599

 

7,978

 

26,698

 

66,306

 

149,656

 

Operating

 

22,810

 

 

14,338

 

570

 

256

 

217

 

13,014

 

73,937

 

243,755

 

368,896

 

Renting

 

150

 

 

 

659

 

535

 

2,377

 

1,083

 

4,556

 

10,807

 

20,169

 

Repairs and Maintenance

 

32,326

 

4,150

 

28,474

 

76,398

 

15,410

 

68,837

 

17,521

 

103,533

 

285,183

 

631,833

 

Taxes and Insurance

 

50,693

 

12,844

 

25,296

 

36,671

 

11,918

 

40,902

 

25,458

 

83,186

 

364,513

 

651,482

 

 

 

228,259

 

23,666

 

201,245

 

188,296

 

52,287

 

211,006

 

146,648

 

544,223

 

2,476,092

 

4,071,723

 

Income Before Other Income

 

108,790

 

48,380

 

86,406

 

23,403

 

7,426

 

5,492

 

55,408

 

109,881

 

596,522

 

1,041,709

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(124,068

)

(15,034

)

(121,314

)

(71,826

)

(24,445

)

(67,577

)

(79,013

)

(208,988

)

(1,267,892

)

(1,980,156

)

Interest income

 

 

 

12

 

21

 

53

 

 

 

 

 

86

 

Interest income from Note

 

 

 

 

 

1,635

 

 

 

 

 

1,635

 

 

 

(124,068

)

(15,034

)

(121,302

)

(71,805

)

(22,757

)

(67,577

)

(79,013

)

(208,988

)

(1,267,892

)

(1,978,435

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

(15,278

)

33,346

 

(34,895

)

(48,402

)

(15,331

)

(62,085

)

(23,605

)

(99,107

)

(671,370

)

(936,726

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss - NERA 50%

 

(7,639

)

16,673

 

(17,448

)

(24,201

)

(7,665

)

(31,043

)

(11,802

)

(49,553

)

 

 

(132,678

)

NERA 40%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(268,548

)

(268,548

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(401,226

)

 

19



Table of Contents

 

Future annual mortgage maturities at June 30, 2012 are as follows:

 

 

 

Hamilton
Essex 81

 

Hamilton
Essex
Development

 

345
Franklin

 

Hamilton
1025

 

Hamilton
Bay Sales

 

Hamilton
Bay

 

Hamilton
Minuteman

 

Hamilton on
Main Apts

 

Dexter Park

 

 

 

Period End

 

March
2005

 

March
2005

 

November
2001

 

March
2005

 

October
2005

 

October
2005

 

August
2004

 

August
2004

 

October
2009

 

Total

 

June 30, 2013

 

132,241

 

2,118,990

 

174,853

 

63,301

 

1,668,000

 

65,832

 

69,329

 

285,577

 

1,283,176

 

5,861,300

 

June 30, 2014

 

129,342

 

 

 

6,761,248

 

67,037

 

 

 

68,027

 

73,421

 

301,117

 

1,311,782

 

8,711,975

 

June 30, 2015

 

137,033

 

 

 

 

 

70,994