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NEN > SEC Filings for NEN > Form 10-Q on 13-Nov-2012All Recent SEC Filings




Quarterly Report


Forward Looking Statements

Certain information contained herein includes forward looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Liquidation Reform Act of 1995 (the "Act"). Forward looking statements in this report, or which management may make orally or in written form from time to time, reflect management's good faith belief when those statements are made, and are based on information currently available to management. Caution should be exercised in

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interpreting and relying on such forward looking statements, the realization of which may be impacted by known and unknown risks and uncertainties, events that may occur subsequent to the forward looking statements, and other factors which may be beyond the Partnership's control and which can materially affect the Partnership's actual results, performance or achievements for 2012 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 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.

As anticipated, the third quarter results reflect both last year's leasing gains as well as the current strong demand for rental units yielding revenue increases at the majority of the properties. These increases will be reflected over the next four quarters. Pending an early winter, we expect the 2012 results to continue to exceed 2011. Similar to the second quarter, the portfolio experienced higher tenant retention in the third quarter than it did for the same period in 2011. In addition to revenue growth, the portfolio continues to experience flat to lower operating expenses. External factors include, the rental housing supply/demand imbalance, limited additions to supply, national and local growth in the renter population, a historic shift in homebuyer sentiment and a local employment base stronger than the national average. These factors combined to produce an overall growth in rental income of 5.2% as compared to 2011. Management expects these increases to continue through the remainder of the 2012 calendar year. The Partnership properties and Joint Ventures have experienced a vacancy rate of 3% or less, with many properties 100% occupied as of November 1, 2012. Management believes that increasing student applications and a continued decline in the local unemployment rate will keep occupancy high for the next 18-24 months and revenue growth will continue to be positive during this time frame.

Eliminating depreciation from the comparative operations, operating expenses for the nine months ended September 30, 2012 compared to 2011 have actually declined by 1.3%. Contributing to this has been the dramatic reduction in leasing commissions of approximately $76,000 (48%), a decrease in snow removal and heating costs due to an unseasonably warm winter in 2012 as well as management's capitalization of energy conversion and purchasing power. The high tenant retention experience has also resulted in no growth in the repairs and maintenance expenses for 2012 year to date.

Management expects to refinance at least $28m in long term debt for 62 Boylston Street and Westgate Apartments during the first quarter 2013. It is anticipated that the interest rates for these new mortgages will be lower than the current mortgage interest rates. Management will be considering raising additional debt with these new loans in balance with its future acquisition goals and to take advantage of the historically low interest rate environment. Management believes the existing trading range for the stock is worthy of continuing its Depositary Receipt Repurchase Program. As such, during the third quarter 14,932 Class A Depositary Receipts were acquired during at a cost of $432,849, 119 Class B units were acquired at a cost of $102,663 and 6 General Partner Units were acquired at a cost of $5,403. When appropriate, Management will continue to repurchase shares per its repurchase program as submitted to the SEC. Management continues to weigh investment alternatives against cash liquidity and the current depositary receipt price. Management believes the recent increase in distributions in 2012 is appropriate given the sustained performance of the portfolio and the expected future earnings that the Partnership will be realizing.

The Stock Repurchase Program that was initiated in 2007 has repurchased 1,211,945 Depositary Receipts through September 2012 or 39% of the outstanding Class A Depositary Receipts at September 30, 2012.

The Partnership has retained The Hamilton Company ("Hamilton") to manage and administer the Partnership's and Joint Ventures' Properties. Hamilton is a full-service real estate management company, which has legal, construction, maintenance, architectural, accounting and administrative departments. The Partnership's properties represent approximately 36% of the total properties and 45% of the residential properties managed by Hamilton. Substantially all of the other properties managed by Hamilton are owned, wholly or partially, directly or indirectly, by Harold Brown. The Partnership's Second Amended and Restated Contract of Limited Partnership (the "Partnership Agreement") expressly provides that the general partner may employ a management company to manage the properties, and that such management company may be paid a fee of up to 4% of rental receipts for administrative and management services (the "Management Fee"). The Partnership pays Hamilton the full annual Management Fee, in monthly installments.

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At September 30, 2012, Harold Brown, his brother Ronald Brown and the President of Hamilton, Carl Valeri, collectively own approximately 40% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons' family members). Harold Brown also controls 75% of the Partnership's Class B Units, 75% of the capital stock of NewReal, Inc. ("NewReal"), the Partnership's sole general partner, and all of the outstanding stock of Hamilton. Ronald Brown also owns 25% of the Partnership's Class B Units and 25% of NewReal's capital stock. In addition, Ronald Brown is the President and director of NewReal and Harold Brown is NewReal's Treasurer and a director. One of NewReal's directors, Roberta Ornstein also owns immaterial amounts of the Partnership's Class A Receipts. The 75% of the issued and outstanding Class B Units of the Partnership, controlled by Harold Brown, are owned by HBC Holdings LLC, an entity of which he is the manager.

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 Hamilton 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.

Residential tenants generally sign a one year lease. During the first nine months of 2012, tenant renewals were approximately 69% with an average rental increase of approximately 3%, new leases accounted for approximately 31% with rental rate increases of approximately 6%. Tenant improvements were approximately $988,000 in 2012, compared to approximately $868,000 in 2011, an increase of approximately $120,000.

Hamilton accounted for approximately 5% of the repair and maintenance expense paid for by the Partnership for the nine months ended September 30, 2012 and 2011. 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. However, several of the larger Partnership properties have their own maintenance staff. Further, those properties that do not have their own maintenance staff and are located more than a reasonable distance from Hamilton's headquarters in Allston, Massachusetts are generally serviced by local, independent companies.

Hamilton's legal department handles most of the Partnership's eviction and collection matters. Additionally, it prepares most long-term commercial lease agreements and represents the Partnership in selected purchase and sale transactions. Overall, Hamilton provided approximately $148,000 (82%) and approximately $137,000 (71%) of the legal services paid for by the Partnership during the nine months ended September 30, 2012 and 2011, respectively.

Additionally, as described in Note 3 to the consolidated financial statements, The Hamilton Company receives similar fees from the Investment Properties.

The Partnership requires that three bids be obtained for construction contracts in excess of $5,000. 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 nine months ended September 30, 2012, Hamilton provided the Partnership approximately $20,000 in construction and architectural services, compared to $44,000 for the nine months ended September 30, 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 Hamilton's accounting staff, which consists of approximately 14 people. During the nine months ended September 30, 2012 and 2011, Hamilton charged the Partnership $31,250 per quarter ($125,000 per year) for bookkeeping and accounting services.

For more information on related party transactions, see Note 3 to the Consolidated Financial Statements.


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

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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. Concessions made on residential leases are also accounted for on the straight-line basis.

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.

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.

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.

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

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future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Partnership's estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management's assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved.

Investments in Partnerships: 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 Partnerships, 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.

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.


Three Months Ended September 30, 2012 and September 30, 2011

The Partnership and its Subsidiary Partnerships earned income before interest expense, loss from investments in unconsolidated joint ventures and interest income of approximately $3,145,000 for the three months ended September 30, 2012, compared to approximately $2,983,000 for the three months ended September 30, 2011, an increase of approximately $162,000 (5.4%).

The rental activity is summarized as follows:

                              Occupancy Date
                    November 1, 2012   October 24, 2011
Units                          2,270              2,270
Vacancies                         68                 50
Vacancy rate                     3.0 %              2.2 %
Total square feet            110,949            110,949
Vacancy                        5,500                  0
Vacancy rate                     4.9 %                0 %

                                        Rental Income (in thousands)
                                      Three Months Ended September 30,
                                     2012                          2011
                            Total         Continuing       Total        Continuing
                          Operations      Operations     Operations     Operations
Total rents              $      8,783    $      8,783   $      8,544   $      8,544
Residential percentage             90 %            90 %           90 %           90 %
Commercial percentage              10 %            10 %           10 %           10 %
Contingent rentals       $        167    $        167   $        168   $        168

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Three Months Ended September 30, 2012 compared to the Three months ended September 30, 2011:

                                     Three Months Ended
                                       September 30,             Dollar       Percent
                                    2012           2011          Change        Change
Rental income                    $ 8,782,896    $ 8,543,908    $   238,988         2.8 %
Laundry and sundry income             92,700        104,618        (11,918 )     (11.4 )%
                                   8,875,596      8,648,526        227,070         2.6 %
Administrative                       463,687        411,836         51,851        12.6 %
Depreciation and amortization      1,571,942      1,603,529        (31,587 )      (2.0 )%
Management fee                       360,578        347,833         12,745         3.7 %
Operating                            731,618        774,998        (43,380 )      (5.6 )%
Renting                               48,483         63,482        (14,999 )     (23.6 )%
Repairs and maintenance            1,487,272      1,421,084         66,188         4.7 %
Taxes and insurance                1,066,739      1,042,470         24,269         2.3 %
                                   5,730,319      5,665,232         65,087         1.1 %
Income Before Other Income
and Discontinued Operations        3,145,277      2,983,294        161,983         5.4 %
Other Income (Expense)
Interest income                          554            895           (341 )     (38.1 )%
Interest expense                  (1,953,645 )   (2,033,082 )       79,437        (3.9 )%
(Loss) from investments in
unconsolidated joint ventures       (417,733 )     (491,128 )       73,395       (14.9 )%
                                  (2,370,824 )   (2,523,315 )      152,491        (6.0 )%
Income From Continuing
Operations                           774,453        459,979        314,474        68.4 %
Discontinued Operations
Income from discontinued
operations                                 -         (2,245 )        2,245      (100.0 )%
Gain on the sale of real
estate                                     -           (808 )          808      (100.0 )%
                                           -         (3,053 )        3,053      (100.0 )%
Net Income                       $   774,453    $   456,926    $   317,527        69.5 %

Rental income from continuing operations for the three months ended September 30, 2012 was approximately $8,783,000, compared to approximately $8,544,000 for the three months ended September 30, 2011, an increase of approximately $239,000 (2.8%). The factors which can be attributed to this increase in rental income are rental rate increases and a drop in the vacancy rates at the majority of the Partnership properties. The Partnership Properties with the most significant increases in rental income include 62 Boylston Street, Westgate Woburn, 1144 Commonwealth Avenue, Westside Colonial, North Beacon and School Street with increases of approximately $81,000, $43,000, $35,000, $23,000, $21,000, and $16,000, 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. These rental income increases are offset by a decrease in rental income at Cypress Street of approximately $77,000 due to the loss of tenants in 2012.

Operating expenses from continuing operations for the three months ended September 30, 2012 were approximately $5,730,000 compared to approximately $5,665,000 for the three months ended September 30, 2011, an increase of approximately $65,000 (1.1%). The most significant factors contributing to this increase is an increase in repairs and maintenance expenses of approximately $66,000 (4.7%) due to continued repairs to the properties to maintain occupancy, an increase in administrative expenses of approximately $52,000 (12.6%) due to an increase in professional fees, an increase in taxes and insurance of approximately $24,000 (2.3%) due to an increase in insurance recovery loss, and an increase in the management fee of approximately $13,000 (3.7%) due to the increase in rental income.

These increases are offset by decreases in operating expenses of approximately $43,000 (5.6%) due to a decrease in utility charges in 2012 compared to the same period in 2011, a decrease in renting expenses of approximately $15,000 (23.6%) due to decreases in rental commissions, advertising and rental concessions caused by the high occupancy rate at the majority of the Partnership properties, and a decrease in depreciation and amortization expense of approximately $32,000 (2.0%) due to assets being fully depreciated in 2011.

Interest expense for the three months ended September 30, 2012 was approximately $1,954,000 compared to approximately $2,033,000 for the three months ended September 30, 2011, a decrease of approximately $79,000 (3.9%). This decrease is due to a lower average level of debt outstanding in 2012 compared to 2011.

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At September 30, 2012, the Partnership has between a 40% and 50% ownership interests in nine different Investment Properties. See 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 $418,000 for the three months ended September 30, 2012, compared . . .

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