NEW ENGLAND REALTY ASSOCIATES PARTNERSHIP: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Form 10-Q / A)
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 26
results, performance or achievements for 2021 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 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 one year has passed since we became aware of the current outbreak of COVID-19, a novel strain of coronavirus. The
World Health Organizationdeclared a global pandemic on March 11, 2020. On March 10, 2020the 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 Bostonand 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-19 vaccines in the spring of 2021, the economy is opening back up. The Governor of Massachusettsrescinded the State's Covid-19 restrictions on May 29thand terminated the State of Emergency on June 15th. The local colleges and universities announced a return to campus in the fall of 2021 and the rental market improved significantly as students prepare to return to the area. Vacancy rates for the Partnership's residential properties as of August 1, 2021were 3.3% as compared with a vacancy rate of 6.3% as of August 1, 2020. The vacancy rate for the Joint Venture properties as of August 1, 2021is 2.8%, as compared to 3.9% for the same period last year. Residential tenants generally have lease terms of 12 months. The majority of these leases will mature during the second and third quarters of the year. 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. However, with the uncertainty that exists with the new variants of the Covid-19 virus, we are unable to project the financial performance of the portfolio.
In the second quarter of 2021, rents rose an average of 1.2% for renewals and fell an average of 4.0% for new leases.
For the second quarter of 2021, consolidated revenue decreased by 2.0%, operating expenses decreased by 0.5% and Income before Other Income (Expense) decreased by 5.8%. For the same reporting period, vacancy was 3.3% in 2021
vs 6.3% in 2020. During the covid crisis, The
Hamilton Company, the Partnership's property manager, has taken steps to maintain the safety of its employees and tenants. Hamilton is providing essential services to ensure all properties are kept open, fully functioning and safe. Hamilton has implemented a work from home policy with a skeleton staff present at all site offices to provide for property management, maintenance, leasing and construction services. Leasing is limited to unoccupied units unless permission is granted by the current tenant and a web based video technology is being used to remotely show apartments. Hamilton and the Partnership will continue to adjust their s business practices to comply with Federal and State mandates for workplace and rental property operations. On July 31, 2014, the Partnership entered into an agreement for a $25,000,000revolving 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 27
October 31, 2021. The Partnership paid an extension fee of approximately $37,500in association with the extension. Management has a signed term sheet with the lender and is working to close on a three year extension and modification of the line of credit in August 2021. See Note 17. Subsequent Events for details. On March 31, 2020, Nera Brookside Associates, LLC(" Brookside Apartments"), entered into a Mortgage Note with KeyBank National Associates( KeyBank) in the principal amount of $6,175,000. Interest only payments on the Note are payable on a monthly basis at a fixed interest rate of 3.53% per annum, and the principal amount of the Note is due and payable on March 31, 2035. The Note is secured by a mortgage on the Brookside apartment complex located at 5-12 Totman Drive, Woburn, Massachusettspursuant to a Mortgage, Assignment of Leases and Rents and Security Agreement dated March 31, 2020. The Note is guaranteed by the Partnership pursuant to a Guaranty Agreement dated March 31, 2020. Brookside Apartmentsused the proceeds of the loan to pay off an outstanding loan of approximately $2,390,000, with the remaining portion of the proceeds were added to cash reserves. In connection with this refinancing, there were closing costs of approximately $132,000. From the start of the Stock Repurchase Program in 2007 through March 31, 2021, the Partnership has purchased 1,428,437 Depositary Receipts. During the three months ended June 30, 2021, the Partnership did not purchase any Depositary Receipts. In March of 2020, the Board of Advisors and Boardof Directors unanimously approved an extension of the Repurchase Program until March 31, 2025. Given the economic uncertainty caused by the coronavirus issue, as of April 15, 2020, the Partnership has elected to temporarily suspend the repurchase program. At August 1, 2021, the Harold Brown related entities and Ronald Browncollectively own approximately 30.9% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons' family members). The Estate of Harold Brownalso controls 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 Brownalso owns 25% of the Partnership's Class B Unitsand 25% of NewReal's capital stock. In addition, Ronald Brownis the President and director of NewReal and Jameson Brownis 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 Brownis the manager. The outstanding stock of The Hamilton Company, Inc.is controlled by Jameson Brownand Harley Brown. 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 six months ended June 30, 2021, tenant renewals were approximately 67% with an average rental increase of approximately 1.0%, new leases accounted for approximately 33% with rental rate decreases of approximately 4.4%. During the six months ended June 30, 2021, leasing commissions were approximately $308,000compared to approximately $159,000for the six months ended June 30, 2020, an increase of approximately $149,000(94.2%). Tenant concessions were approximately $15,000for the six months ended June 30, 2021, compared to approximately $18,000for the six months ended June 30, 2020, a decrease of approximately $3,000(15.7%). Tenant improvements were approximately $746,000for the six months ended June 30, 2021, compared to approximately $897,000for the six months ended June 30, 2020, a decrease of approximately $151,000(16.8%). Hamilton accounted for approximately 2.5% of the repair and maintenance expenses paid for by the Partnership during the six months ended June 30, 2021and 2.5 % during the six months ended June 30, 2020. 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, Massachusettsare generally serviced by local, independent companies.
The Hamilton Legal Department handles most of the Partnership’s eviction and collection matters. In addition, he prepares most long-term commercial leases and represents the limited partnership in certain purchases and sales.
transactions. Overall, Hamilton provided approximately
In addition, as described in note 3 to the consolidated financial statements, the
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 six months ended June 30, 2021, Hamilton provided the Partnership approximately $302,000in construction and architectural services, compared to approximately $305,000for the six months ended June 30, 2020. Hamilton's accounting staff perform bookkeeping and accounting functions for the Partnership. During the six months ended June 30, 2021and 2020, Hamilton charged the Partnership $62,500for 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, 29
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 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 30
management’s assumptions, future cash flows estimated by management in its impairment analyzes 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 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. 31 Table of Contents RESULTS OF OPERATIONS
Three months ended
The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, other expense of approximately
$4,187,000during the three months ended June 30, 2021, compared to approximately $4,444,000for the three months ended June 30, 2020, a decrease of approximately $257,000(5.8%).
The rental activity is summarized as follows:
Occupancy Date August 1, 2021 August 1, 2020 Residential Units 2,911 2,911 Vacancies 97 182 Vacancy rate 3.3 % 6.3 % Commercial Total square feet 108,043 108,043 Vacancy 12,890 4,232 Vacancy rate 11.9 % 3.9 % Rental Income (in thousands) Three Months Ended June 30, 2021 2020 Total Continuing Total Continuing Operations Operations Operations Operations Total rents
$ 15,333 $ 15,333 $ 15,647 $ 15,647Residential percentage 94 % 94 % 95 % 95 % Commercial percentage 6 % 6 % 5 % 5 % Contingent rentals $ 290 $ 290 $ 251 $ 25132 Table of Contents Three Months Ended June 30, 2021Compared to Three Months Ended June 30, 2020: Three Months Ended June 30, Dollar Percent 2021 2020 Change Change Revenues Rental income $ 15,333,216 $ 15,646,814 $ (313,598)(2.0)% Laundry and sundry income 114,128 112,292 1,836 1.6% 15,447,344 15,759,106 (311,762) (2.0)% Expenses Administrative 559,818 512,195 47,623 9.3% Depreciation and amortization 3,943,664 4,601,617 (657,953) (14.3)% Management fee 616,348 615,541 807 0.1% Operating 1,407,646 1,291,781 115,865 9.0% Renting 221,275 128,608 92,667 72.1% Repairs and maintenance 2,334,403 2,049,174 285,229 13.9% Taxes and insurance 2,176,958 2,115,721 61,237 2.9% 11,260,112 11,314,637 (54,525) (0.5)% Income Before Other Income (Expense) 4,187,232 4,444,469 (257,237) (5.8)% Other Income (Expense) Interest income 25 52 (27) (51.9)% Interest expense (3,378,942) (3,423,583) 44,641 (1.3)% Income from investments in unconsolidated joint ventures (238,424) 444,113 (682,537) (153.7)% (3,617,341) (2,979,418) (637,923) 21.4% Net Income $ 569,891 $ 1,465,051 $ (895,160)(61.1)% Rental income for the three months ended June 30, 2021was approximately $15,333,000, compared to approximately $15,647,000for the three months ended June 30, 2020, a decrease of approximately $314,000(2.0%). Although rental income has increased at a number of properties, due to the effect of the Pandemic, a number of properties incurred a decrease in their rental income. The Partnership properties with the largest increases in rental income include Hamilton Oaks, Hamilton Greenand Hamilton Cypresswith increases of $33,000, $32,000, and $24,000respectively. These are offset by certain properties with the largest decreases in rental income, which include 62 Boylston, 1144 Commonwealth, and Lincoln Street, with decreases of approximately $610,000, 168,000, and $60,000, respectively. Included in rental income is contingent rentals collected on commercial properties. Contingent rentals include such charges as bill backs of common area maintenance charges, real estate taxes, and utility charges. Operating expenses for the three months ended June 30, 2021were approximately $11,260,000compared to approximately $11,315,000for the three months ended June 30, 2020, a decrease of approximately $55,000(0.5%). The factors contributing to the decrease are a decrease in depreciation and amortization of approximately $658,000(14.3%), partially offset by an increase in repairs and maintenance of approximately $285,000(13.9%), an increase in operating costs of approximately $116,000( 9.0%) and an increase in renting expense of approximately $93,000(72.1%).
Interest expense for the three months ended
June 30, 2021, 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 loss from the Investment Properties was approximately
$238,000for the three months ended June 30, 2021, compared to the net income of approximately $444,000for the three months ended June 30, 2020, a decrease in income of approximately $682,000(153.7%). This decrease is primarily due to the reduction in rental revenue from approximately $ 2,617,000to $2,142,000, a decrease of approximately $475,000(18.2 %) for the three months ended June 30, 2021compared to the three months ended June 30, 2020. Included in the income for the three months ended June 30, 2021is depreciation and amortization expense of approximately $656,000. 33 Table of Contents As a result of the changes discussed above, the net income for the three months ended June 30, 2021was approximately $570,000compared to net income of approximately $1,465,000for the three months ended June 30, 2020, a decrease in income of approximately $895,000(61.1 %).
Six Months Ended
June 30, 2021Compared to Six Months Ended June 30, 2020: The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures, and other expense of approximately $7,582,000during the six months ended June 30, 2021, compared to approximately $8,789,000for the six months ended June 30, 2020, a decrease of approximately $1,207,000(13.7%). Six Months Ended June 30, Dollar Percent 2021 2020 Change Change Revenues Rental income $ 30,313,332 $ 31,900,244 $ (1,586,912)(5.0)% Laundry and sundry income 222,801 234,446 (11,645) (5.0)% 30,536,133 32,134,690 (1,598,557) (5.0)% Expenses Administrative 1,212,004 1,096,853 115,151 10.5% Depreciation and amortization 7,849,582 9,167,084 (1,317,502) (14.4)% Management fee 1,221,739 1,264,534 (42,795) (3.4)% Operating 3,453,614 2,960,183 493,431 16.7% Renting 483,241 325,479 157,762 48.5% Repairs and maintenance 4,304,490 4,135,392 169,098 4.1% Taxes and insurance 4,429,092 4,396,262 32,830 0.7% 22,953,762 23,345,787 (392,025) (1.7)%
Income Before Other Income (Expense) 7,582,371 8,788,903
(1,206,532) (13.7)% Other Income (Expense) Interest income 46 159 (113) (71.1)% Interest (expense) (6,743,111) (6,873,908) 130,797 (1.9)% (Loss) from investments in unconsolidated joint ventures (563,595) 918,680 (1,482,275) (161.3)% (7,306,660) (5,955,069) (1,351,591) 22.7% Net Income
$ 275,711 $ 2,833,834 $ (2,558,123)(90.3)% Rental income for the six months ended June 30, 2021was approximately $30,313,000, compared to approximately $31,900,000for the six months ended June 30, 2020, a decrease of approximately $1,587,000(5.0%). Although rental income has increased at a number of properties, due to the effect of the Pandemic, a number of properties incurred a decrease in their rental income.The Partnership properties with the largest increases in rental income include Hamilton Oaks, Hamilton Greenand Dean Street Associateswith increases of $92,000, $59,000, and $44,000respectively. These are offset by certain properties with the largest decreases in rental income, which include 62 Boylston, 1144 Commonwealth, and Lincoln Street, with decreases of approximately $1,369,000, 306,000, and $116,000, respectively. Included in rental income is contingent rentals collected on commercial properties. Contingent rentals include such charges as bill backs of common area maintenance charges, real estate taxes, and utility charges. Operating expenses for the six months ended June 30, 2021were approximately $22,953,000compared to approximately $23,345,000for the six months ended June 30, 2020, a decrease of approximately $392,000(1.7%). The factors contributing to this net decrease are a decrease in depreciation and amortization of approximately $ 1,318,000(14.4%) due to fully depreciated assets, partially offset by an increase in operating costs of approximately $493,000(16.7%), an increase in repairs and maintenance expenses of approximately $169,000(4.1%), and an increase in renting expense of approximately $158,000(48.5%). 34 Table of Contents Interest expense for the six months ended June 30, 2021was approximately $6,743,000compared to approximately $6,874,000for the six months ended June 30, 2020, a decrease of approximately $131,000(1.9%). The decrease is primarily due to a decrease in interest expense on the line of credit of approximately $82,000. At June 30, 2021, 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 loss from the Investment Properties was approximately
$564,000for the six months ended June 30, 2021, compared to net income of approximately $919,000for the six months ended June 30, 2020, a decrease in income of approximately $1,482,000(161.4%). This decrease is primarily due to the reduction in rental revenue from approximately $ 5,372,000for the six months ended June 30, 2020to approximately $4,215,000for the six months ended June 30, 2021, a decrease of approximately $1,157,000(21.5 %). Included in the income for the six months ended June 30, 2021is depreciation and amortization expense of approximately $1,308,000. The proportional loss for the six months ended June 30, 2021from the investment in Dexter Parkis approximately $459,000. As a result of the changes discussed above, net income for the six months ended June 30, 2021was approximately $276,000compared to income of approximately $2,834,000for the six months ended June 30, 2020, a decrease in net income of approximately $2,558,000(90.3%). 35 Table of Contents
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal source of cash during the first six months of 2021 was the collection of rents. The Partnership's principal source of cash during the first six months of 2020 was the collection of rents and the proceeds from the refinancing of
Brookside Apartments. The majority of cash and cash equivalents of $23,367,387at June 30, 2021and $18,646,972at December 31, 2020were held in interest bearing accounts at creditworthy financial institutions. The increase in cash of $4,720,415for the six months ended June 30, 2021is summarized as follows: Six Months Ended June 30, 20212020
Cash provided by operating activities
$ 9,168,975 $ 9,524,873Cash (used in) investing activities (985,258)
Cash (used in) provided by financing activities (1,125,589)
Repurchase of Depositary Receipts, Class B and General Partner Units -
Distributions paid (2,337,721)
(2 338 034)
Net increase in cash and cash equivalents
$ 7,849,699The change in cash provided by operating activities is due to various factors, including a change in depreciation expense due to recent acquisitions, 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,
During 2021, the Partnership and its Subsidiary Partnerships have completed improvements to certain of the Properties at a total cost of approximately
$1,385,000. These improvements were funded from cash reserves. Cash reserves have been adequate to fully fund improvements. The most significant improvements were made at 62 Boylston Street, Hamilton Oaks, Redwood Hills, Dean Street Associates, Hamilton Greenand 1144 Commonwealth, at a cost of approximately $355,000, 145,000, $123,000, $95,000, $95,000and $84,000respectively. On March 31, 2020, Nera Brookside Associates, LLC(" Brookside Apartments"), entered into a Mortgage Note with KeyBank National Associates( KeyBank) in the principal amount of $6,175,000. Interest only payments on the Note are payable on a monthly basis at a fixed interest rate of 3.53% per annum, and the principal amount of the Note is due and payable on March 31, 2035. The Note is secured by a mortgage on the Brookside apartment complex located at 5-12 Totman Drive, Woburn, Massachusettspursuant to a Mortgage, Assignment of Leases and Rents and Security Agreement dated March 31, 2020. The Note is guaranteed by the Partnership pursuant to a Guaranty Agreement dated March 31, 2020. Brookside Apartmentsused the proceeds of the loan to pay off an outstanding loan of approximately $2,390,000, with the remaining portion of the proceeds added to cash reserves. In connection with this refinancing, there were closing costs of approximately $136,000.
During the six months ended
January 2021, the Partnership approved a quarterly distribution of $9.60per Unit ( $0.32per Receipt), which was paid on March 31, 2021. In April 2021, the Partnership approved a quarterly distribution of $9.60per Unit ( $0.32per Receipt), which was paid on June 30, 2021. On July 31, 2014, the Partnership entered into an agreement for a $25,000,000revolving 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 $37,500in association with the extension. 36
Management has a signed term sheet with the lender and is working to close on a three year extension and modification of the line of credit in
August 2021. See Note 17. Subsequent Events for details. On December 19, 2019, the Partnership drew down on the line of credit in the amount of $20,000,000, used in conjunction with the purchase of Mill Street Apartments. On December 20, 2019, the Partnership paid down $2,000,000. On January 22, 2020, the Partnership paid down the line by $1,000,000. As of June 30, 2021, the line of credit had an outstanding balance of $17,000,000. 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.
Off-Balance Sheet Arrangements – Joint Venture Debt
June 30, 2021the Partnership had a 40%-50% ownership interest in seven Joint Ventures, five of which have mortgage indebtedness. We do not have control of these partnerships and therefore we account for them using the equity method of consolidation. At June 30, 2021, our proportionate share of the non-recourse debt related to these investments was approximately $70,972,000. See Note 14 to the Consolidated Financial Statements. 37 Table of Contents Contractual Obligations
Payments due by period 2022 2023 2024 2025 2026 Thereafter Total Contractual Obligations
Long-term debt Mortgage debt
Other obligations 17,000,000 - - - - - 17,000,000 Total Contractual Obligations
$ 19,549,482 $ 79,940,669 $ 25,419,180$
* 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 the mortgage notes payable. Limited partnerships have no other material contractual obligations to disclose.
Factors that may affect future results
Along with risks detailed in Item 1A and from time to time in the Partnership's 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 limited partnership is dependent on the real estate markets where its properties are
? located, mainly in
affected by local economic market conditions, which are beyond the Partnership's control.
The limited partnership is subject to general economic risks affecting the
? the real estate industry, such as dependence on the financial situation of tenants, the need
enter into new leases or renew leases on terms favorable to tenants in order to
generate rental income and our ability to collect rent from our tenants.
The Partnership is also impacted by changing economic conditions making
alternative housing methods that are more or less attractive to the Partnership
? tenants, such as mortgage interest rates on single-family homes and
availability and purchase price of single-family homes in the
The Partnership is subject to significant expenses associated with each
? investments, such as debt service payments, property taxes, insurance and
maintenance costs, which are generally not reduced when circumstances lead to a
reduction in revenues from a property.
The Partnership is subject to increases in heating and utility costs which may
? arise due to economic and market conditions and fluctuations in
seasonal weather conditions.
? Civil unrest, earthquakes and other natural disasters can lead to
uninsured or underinsured losses.
? Real or threatened terrorist attacks can affect our ability to
generate income and the value of our properties.
38 Table of Contents
? Financing or refinancing of Partnership properties may not be available for the
necessary or desirable, or may not be available on favorable terms.
Partnership properties face competition from similar properties in the same
? Marlet. This competition may affect the ability of the limited partnership to attract and
retain tenants and may reduce the rents that can be charged.
Given the nature of the real estate activity, the limited partnership is subject to
potential environmental liabilities. These include environmental contamination
in the soil of the limited partnership or neighboring buildings, whether caused by
? the limited partnership, the former owners of the property in question or the neighbors of the
subject property, and the presence of hazardous materials in the limited partnership
such as asbestos, lead, mold and radon. Management is not aware
of any material environmental liabilities at this time.
Insurance coverage for and relating to commercial properties is increasingly
expensive and difficult to obtain. In addition, insurance companies have excluded
some specific elements of standard insurance policies, which have resulted in
? increased risk exposure to the Partnership. These include insurance coverage
for acts of terrorism and war, and cover for mold and other
conditions. Coverage for these items is not available or is prohibitively expensive
? Market interest rates could adversely affect market prices for Class A
Limited partnership units and certificates of deposit as well as yield and cash flow.
Changes in income tax laws and regulations may affect taxable income to
? owners of the limited partnership. These changes may affect the after-tax value of
The limited partnership may not identify, acquire, construct or develop other
Properties; may develop or acquire properties that do not produce a
? expected return on invested capital; may be unable to sell poorly performing products or
otherwise undesirable properties quickly; or may fail to integrate effectively
acquisitions of buildings or portfolios of buildings.
? Risk associated with the use of debt to finance acquisitions and developments.
? Competition for acquisitions can cause property prices to increase.
Any weakness identified in the Company’s internal controls within the framework of the
? the current assessment could have a negative effect on
? Continued compliance with the Sarbanes-Oxley Act of 2002 may require
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.
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