<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-12138
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2619298
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
39 BRIGHTON AVENUE, ALLSTON, MASSACHUSETTS 02134
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (617) 783-0039
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 and 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 [ ]
==============================================================================
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
INDEX
PAGE
PART I -- FINANCIAL INFORMATION
Balance Sheets as of March 31, 2000 and December 31, 1999......... 1
Statements of Operations for the Three Months
Ended March 31, 2000 and March 31, 1999........................... 2
Statements of Cash Flows for the Three Months
Ended March 31, 2000 and March 31, 1999........................... 3
Statement of Changes in Partners' Capital......................... 4
Notes to Financial Statements..................................... 5
Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 11
PART II -- OTHER INFORMATION
Other Information................................................. 1
Signatures........................................................ 2
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
-------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Rental Properties $ 80,454,036 $ 81,274,293
Cash and Cash Equivalents 1,910,383 1,244,438
Short-term Investments 22,540 21,787
Rents Receivable 498,100 686,706
Real Estate Tax Escrows 718,093 706,974
Prepaid Expenses and Other Assets 2,142,232 2,113,495
Investment in Joint Venture 20,258 29,035
Financing and Leasing Fees 1,072,464 1,110,520
Mortgage Notes Receivable -- 480,872
------------ ------------
TOTAL ASSETS $ 86,838,106 $ 87,668,120
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Note Payable $ 750,000 $ 750,000
Mortgages Payable 77,245,751 77,530,651
Accounts Payable and Accrued Expenses 1,155,175 1,103,458
Advance Rental Payments and Security Deposits 2,685,699 2,646,350
------------ ------------
Total Liabilities 81,836,625 82,030,459
Commitments and Contingent Liabilities (Note 9)
Partners' Capital
173,252 units outstanding in 2000 and 1999 5,001,481 5,637,661
------------ ------------
TOTAL LIABILITIES AND PARTNERS' CAPITAL $ 86,838,106 $ 87,668,120
============ ============
</TABLE>
See notes to consolidated financial statements
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
(UNAUDITED)
2000 1999
---------- -----------
<S> <C> <C>
Revenue
Rental income $6,377,062 $4,778,198
Laundry and sundry income 59,183 30,034
---------- -----------
6,436,245 4,808,232
---------- -----------
Expense
Administrative 314,775 289,924
Depreciation and amortization 1,158,566 854,492
Interest 1,595,377 1,162,835
Management fees 282,058 206,780
Operating 855,506 656,563
Renting 43,160 51,754
Repairs and maintenance 632,043 560,311
Taxes and insurance 664,009 510,722
---------- -----------
5,545,494 4,293,381
---------- -----------
Income from Operations 890,751 514,851
---------- -----------
Other Income (Loss)
Interest income 40,074 58,322
Income from investment in joint venture 6,594 4,931
Unrealized appreciation (depreciation) in investment 446 (63,035)
---------- -----------
47,114 218
---------- -----------
Net Income $ 937,865 $ 515,069
========== ===========
Net Income per Unit $ 5.41 $ 2.97
========== ===========
Weighted Average Number
Of Units Outstanding 173,252 173,252
========== ===========
</TABLE>
See notes to consolidated financial statements
2
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
(UNAUDITED)
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 937,865 $ 515,069
----------- -----------
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 1,158,566 854,492
(Income) from investments in partnerships and joint venture (6,594) (4,931)
Unrealized depreciation (appreciation) on short-term investments (446) 63,035
Decrease in rents receivable 188,606 60,374
(Increase) in financing and leasing fees (12,098) (200,082)
Increase in accounts payable 51,717 63,566
(Increase) Decrease in real estate tax escrow (11,119) 86,993
(Increase) in prepaid expenses and other assets (28,737) (464,001)
Increase in advance rental payments and security deposits 39,349 202,781
(Increase) in short-term investments (753) --
----------- -----------
Total Adjustments 1,378,491 662,227
----------- -----------
Net cash provided by operating activities 2,316,356 1,177,296
Cash Flows from Investing Activities
Distribution from joint venture 15,370 13,101
Purchase and improvement of rental properties (287,708) (343,483)
Purchase of short-term investment -- (4,520,770)
----------- -----------
Net cash (used in) investing activities (272,338) (4,851,152)
----------- -----------
Cash Flows from Financing Activities
Principal payments and early repayment of mortgages payable (284,900) (151,916)
Distributions to partners (1,574,045) (1,401,073)
Proceeds from the refinancing -- 5,283,025
Proceeds from note receivable 480,872 --
----------- -----------
Net cash provided by (used in) financing activities (1,378,073) 3,730,036
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents 665,945 56,180
Cash and Cash Equivalents, Beginning 1,244,438 623,078
----------- -----------
Cash and Cash Equivalents, Ending $ 1,910,383 $ 679,258
=========== ===========
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
<TABLE>
<CAPTION>
Limited
-------------------------- General
Class A Class B Partnership Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, January 1, 1999 $ 3,414,571 $ 814,416 $ 42,893 $ 4,271,880
Distribution to Partners (1,120,858) (266,204) (14,011) (1,401,073)
Net Income 412,054 97,863 5,150 515,067
----------- ----------- -------- -----------
Balance, March 31, 1999 $ 2,705,767 $ 646,075 $ 34,032 $ 3,385,874
=========== =========== ======== ===========
Units authorized and
issued, net of 6,973
Treasury Units at
March 31, 1999 138,602 32,918 1,732 173,252
=========== =========== ======== ===========
Balance, January 1, 2000 $ 4,510,129 $ 1,071,156 $ 56,376 $ 5,637,661
Distribution to Partners (1,259,236) (299,069) (15,740) (1,574,045)
Net Income 750,292 178,194 9,379 937,865
----------- ----------- -------- -----------
Balance, March 31, 2000 $ 4,001,185 $ 950,281 $ 50,015 $ 5,001,481
=========== =========== ======== ===========
Units authorized and
issued, net of 6,973
Treasury Units at
March 31, 2000 138,602 32,918 1,732 173,252
=========== =========== ======== ===========
</TABLE>
See notes to consolidated financial statements
4
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES
LINE OF BUSINESS: New England Realty Associates Limited Partnership ("NERA" or
the "Partnership") was organized in Massachusetts during 1977. NERA and its
subsidiaries own and operate various residential apartment buildings,
condominium units, and commercial properties located in Massachusetts,
Connecticut, New Hampshire, and Maine. NERA has also made investments in other
real estate partnerships and has participated in other real estate-related
activities, primarily located in Massachusetts. In connection with the mortgages
referred to in Note 5, a substantial number of NERA's properties were
restructured into separate subsidiary limited partnerships without any change in
the historical cost basis.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of NERA and its subsidiary limited partnerships. NERA has a 99.67%
ownership interest in each of such subsidiary limited partnerships. 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 a joint venture on the equity method.
ACCOUNTING ESTIMATES: The preparation of the financial statements is in
accordance with generally accepted accounting principles (GAAP) requiring
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.
REVENUE RECOGNITION: Rental income from residential and commercial properties is
recognized over the term of the related lease. Amounts 60 days in arrears are
charged against income. 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.
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. Rental properties are depreciated on the straight-line
method over their estimated useful lives. In the event that facts and
circumstances indicate that the carrying value of rental properties may be
impaired, an analysis of recoverability is performed. The estimated future
undiscounted cash flows are compared to the asset's carrying value to determine
if a write-down to fair value or discounted cash flow value is required.
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.
INCOME TAXES: The financial statements have been prepared under the basis that
NERA and its subsidiaries are entitled to tax treatment as partnerships.
Accordingly, no provision for income taxes on income has been recorded.
CASH EQUIVALENTS: The Partnerships consider cash equivalents to be all highly
liquid instruments purchased with a maturity of three months or less.
5
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SHORT-TERM INVESTMENTS: The Partnership accounts for short-term investments in
accordance with Statement of Financial Accounting Standards (FAS) No. 115
"Accounting for Certain Investments in Debt and Equity Securities." The
Partnerships consider short-term investments to be mutual funds and bank
certificates of deposit, Treasury obligations, or commercial paper with initial
maturities between three and twelve months. These investments are considered to
be trading account securities and are carried at fair value with unrealized
holding gains or losses reflected in earnings.
CONCENTRATION OF CREDIT RISKS AND FINANCIAL INSTRUMENTS: The Partnerships'
tenants are located in New England, and the Partnerships are subject to the
general economic risks related thereto. No single tenant accounted for more
than 5% of the Partnerships' revenues in 2000 or 1999. The Partnerships make
their temporary cash investments with high-credit-quality financial
institutions or purchase money market accounts invested in U.S. Government
securities or mutual funds invested in government bonds. At March 31, 2000
approximately $1,709,000 of cash and cash equivalents exceeded federally
insured amounts. The mutual fund investment of $22,540 at March 31, 2000 is
subject to price volatility associated with any interest-bearing investment.
Fluctuations in actual interest rates affect the value of these investments.
ADVERTISING EXPENSE: Advertising is expensed as incurred. Advertising expense
was $20,156, and $15,338 for the three months ended March 31, 2000 and 1999,
respectively.
NOTE 2--RENTAL PROPERTIES
Rental properties consist of the following:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, USEFUL
2000 1999 LIFE
------------ ------------ -----------
<S> <C> <C> <C>
Land, improvements, and parking lots $ 16,992,349 $ 16,992,349 10-31 years
Buildings and improvements 82,545,364 82,422,016 15-31 years
Kitchen cabinets 1,256,192 1,218,362 5-10 years
Carpets 1,256,483 1,232,720 5-10 years
Air conditioning 279,806 279,807 7-10 years
Laundry equipment 53,672 53,672 5-7 years
Elevators 161,391 161,391 20 years
Swimming pools 51,650 42,450 10 years
Equipment 890,498 845,009 5-7 years
Motor vehicles 100,655 65,927 5 years
Fences 37,166 36,717 5-10 years
Furniture and fixtures 449,712 438,548 5-7 years
Smoke alarms 36,102 33,917 5-7 years
------------ ------------
104,111,040 103,822,885
Less accumulated depreciation 23,657,004 22,548,592
------------ ------------
$ 80,454,036 $ 81,274,293
============ ============
</TABLE>
6
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 3--RELATED PARTY TRANSACTIONS
The Partnerships' properties are managed by an entity which is owned by the
majority shareholder of the General Partner. The management fee is equal to 4%
of rental revenue and laundry income. Total fees paid were $282,058 and $206,780
for the three months ended March 31, 2000 and 1999, respectively. Advance rental
payments and security deposits are held in escrow by the management company (see
Note 6). The management company also receives a mortgage servicing fee equal to
an annual rate of 1/2% of the monthly outstanding balance of mortgages
receivable resulting from the sale of property. There was a mortgage servicing
fee of $680 paid in the three months ended March 31, 2000 and $325 paid in the
year ended December 31, 1999.
The Partnership Agreement also permits the General Partner or management company
to charge the costs of professional services (such as counsel, accountants, and
contractors) to NERA which would otherwise be paid to a third party for
professional services. During the three months ended March 31, 2000 and 1999,
approximately $112,000, and $132,000 was charged to NERA for legal,
construction, maintenance, rental and architectural services and supervision of
capital improvements. Approximately $25,000, and $36,000 was capitalized during
the three months ended March 31, 2000 and 1999 in rental properties. Included in
the 2000 expenses referred to above, approximately $40,000 is recorded in
repairs and maintenance and $47,000 in administrative expense. Included in the
1999 expenses referred to above, approximately $56,000 is recorded in repairs
and maintenance and $38,000 in administrative expense. Additionally in each of
the quarters ended March 31, 2000 and 1999, the Partnership paid to the
management company $18,675 and $16,250 respectively for in-house accounting
services, which were previously provided by an outside company. The Partnership
Agreement entitles the General Partner or the management company to receive
certain commissions upon the sale of Partnership property only to the extent
that total commissions do not exceed 3%. No such commissions were paid in 2000
or 1999.
In 1996, prior to becoming an employee and President of Hamilton Company, the
current President performed and continues to perform asset management
consultancy services to the Partnership. This individual continues to receive
asset management fees from the Partnership, receiving $10,000 during the
three months ended March 31, 2000 and $7,650 during the three months ended
March 31, 1999.
Included in prepaid expenses and other assets were amounts due from related
parties of $955,467 at March 31, 2000 and $937,157 at December 31, 1999
representing Massachusetts tenant security deposits which are held for the
Partnerships by another entity also owned by one of the shareholders of the
General Partner (see Note 6).
See Note 10 for rental arrangements with Timpany Plaza joint venture. As
described in Note 4, the Partnership had interests in certain entities in which
the majority shareholder of the General Partner is also involved.
On December 22, 1999, the Partnership borrowed $750,000 from the majority
shareholder of the General Partner (see Note 2). This unsecured 10% note is
due on December 22, 2001 or prepayable without penalty. Interest expense on
this note was $9,167 for the three months ended March 31, 2000 and $2,083 for
the period ending December 31, 1999. On April 6, 2000, this note was paid in
full to the majority shareholder of the General Partner.
7
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 4--OTHER ASSETS
Short-term investments are considered to be trading securities per FAS No. 115
and are carried on the balance sheet at their fair value. At March 31, 2000
mutual fund investments with a cost of $22,094 was recorded at a market value of
$22,540.
Included in prepaid expenses and other assets at March 31, 2000 and December 31,
1999 is approximately $567,000 and $456,000 respectively, held in escrow to pay
future capital improvements.
The carrying value of the Partnership's 50% interest in the Timpany Plaza joint
venture, at equity, is $20,258 and $29,035 at March 31, 2000 and December 31,
1999 respectively.
Financing and leasing fees of $1,072,464 and $1,110,520 are net of accumulated
amortization of $1,311,302 and $1,261,148 at March 31, 2000 and December 31,
1999, respectively.
NOTE 5--MORTGAGES PAYABLE
At March 31, 2000 and December 31, 1999, the mortgages payable consisted of
various loans, substantially all of which were secured by first mortgages on
properties referred to in Note 2. At March 31, 2000 the interest rate on these
loans ranged from 6.52% to 9.25%, payable in monthly installments aggregating
approximately $612,000 including interest, to various dates through 2017.
Although the majority of loans mature within ten years, they are being amortized
on a basis between 25 and 27.5 years. The carrying amounts of the Partnerships'
mortgages payable approximate their fair value.
The Partnerships have pledged tenant leases as additional collateral for certain
of these mortgages.
Approximate annual maturities at March 31, 2000 are as follows:
2001--current maturities $ 1,195,000
2002 1,294,000
2003 1,403,000
2004 1,516,000
2005 1,647,000
Thereafter 70,191,000
------------
$ 77,246,000
============
8
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 6--ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS
The lease agreements for certain properties require tenants to maintain a
one-month advance rental payment plus security deposits. The funds are held in
escrow by another entity owned by the majority shareholder of the General
Partner (see Note 3).
NOTE 7--PARTNERS' CAPITAL
The Partnership has two categories of limited partners (Class A and B) and one
category of General Partner (General Partner). Under the terms of the
Partnership Agreement, 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.
In January 2000, the Partnership declared a semi-annual dividend of $5.10 per
unit and a special dividend of $4.00 per unit payable March 31, 2000. The
Partnership declared distributions of $13.20 per unit in 1999. The 1999
distribution included a special dividend of $3.50 per unit paid in March 1999.
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 10 Depositary Receipts. The following is information on the net
income per Depositary Receipt:
Three Months Ended
March 31,
---------------------
2000 1999
---- ----
Net Income per Depositary Receipt $.54 $.28
==== ====
NOTE 8--TREASURY UNITS
Treasury units at March 31, 2000 are as follows:
Class A 5,681
Class B 1,228
General Partnership 64
-----
6,973
-----
NOTE 9--COMMITMENTS AND CONTINGENCIES
From time to time, the Partnerships are involved in various ordinary routine
litigation incidental to their business. The Partnerships are not involved in
any material pending legal proceedings.
9
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
NOTE 10--RENTAL INCOME
During the three months ended March 31, 2000, approximately 83% of rental
income was related to residential apartments and condominium units with
leases of one year or less. The remaining 17% was related to commercial
properties which have minimum future annual rental income on noncancellable
operating leases at March 31, 2000 as follows:
COMMERCIAL
YEAR ENDED PROPERTY
MARCH 31, LEASES LAND LEASES TOTAL
----------- -------------- -----------
2001 $ 2,523,000 $ 150,000 $ 2,673,000
2002 2,249,000 150,000 2,399,000
2003 2,122,000 150,000 2,272,000
2004 1,991,000 150,000 2,141,000
2005 1,599,000 152,500 1,751,500
Thereafter 9,056,000 760,000 9,816,000
----------- ---------- -----------
$19,540,000 $1,512,500 $21,052,500
=========== ========== ===========
The aggregate minimum future rental income does not include contingent
rentals which may be received under various leases in connection with
percentage rents, common area charges, and real estate taxes. Aggregate
contingent rentals were approximately $361,000 and $277,000, for the three
months ended March 31, 2000 and 1999, respectively.
In August 1988, the Partnership entered into a land lease agreement with an
existing tenant of the Timpany Plaza Shopping Center in Gardner, Massachusetts.
The minimum annual rents are $110,000 per year for the first five years
increasing each subsequent five-year period, with the average being $137,500 per
year for the minimum 20-year term. Included in rents receivable at March 31,
2000 and December 31, 1999 is $209,375 and $175,000 respectively, representing
the deferred rental income from this lease. There are also contingent rents
based upon sales volume, common area maintenance, and other charges. This lease
also provides for six extension periods of five years each at increased rents.
The minimum rents pertaining to this agreement are reflected in the foregoing
table.
Concurrently, the Partnership entered into a joint venture with this same tenant
relating to the space formerly leased by the tenant. Under this arrangement, the
two parties have agreed to relet the space and divide the net income or loss
after paying to the Partnership an annual minimum rent of $84,546. The
Partnership's share of income for the three months ended March 31, 2000 and 1999
was $6,594 and $4,931, respectively.
Rents receivable are net of allowances for doubtful accounts of $183,882 and
$149,386 at March 31, 2000 and December 31, 1999, respectively.
NOTE 11--FAIR VALUE OF FINANCIAL INSTRUMENTS
The Partnership considers the fair value of its financial instruments to
approximate their carrying values because conditions pertaining to the historic
carrying values approximate those in the current market.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
New England Realty Associates Limited Partnership and its Subsidiary
Partnerships earned income from operations of $890,751 for the three months
ended March 31, 2000, compared to $514,851 for the three months ended March 31,
1999, an increase of $375,900.
The rental activity is summarized as follows:
Occupancy Date
May 5, 2000 April 29, 1999
- --------------------------------------------------------------------------------
RESIDENTIAL
Units 2099 1668
Vacancies 24 25
Vacancy rate 1.1% 1.5%
COMMERCIAL
Total square feet 503,375 457,700
Vacancy 65,000 69,000
Vacancy rate 13% 15%
- --------------------------------------------------------------------------------
Rental Income (in thousands)
2000 1999
- --------------------------------------------------------------------------------
Total rents $ 6,377 $ 4,778
Residential percentage 83% 85%
Commercial percentage 17% 15%
Contingent rentals $ 361 $ 271
Rental income for the three months ended March 31, 2000 was approximately
$6,377,000 compared to approximately $4,778,000 for the three months ended
March 31, 1999, an increase of approximately $1,599,000 (33%). Approximately
$1,248,000 of this increase represents rental income from properties acquired
or sold subsequent to the first quarter of 1999. More specifically, since
March 31, 1999 the Partnership acquired two residential apartment complexes,
comprising a total of 448 units, and a 39,600 square foot commercial
building. The Partnership also sold a 16 unit residential apartment complex
and a condominium unit. In addition to the net increase in rental income at
properties that were acquired or sold, rental income increased at the
Partnership's existing residential and commercial properties due to improved
occupancy levels as well as rental rate increases. Rental income at the
Partnership's existing residential properties increased due to increased
demand for rental units in the greater Boston area. Average rental rate
increases at the residential properties range from 2-9% and vacancies have
remained relatively stable. Rental income at the Partnership's existing
commercial properties has increased approximately $52,000 due to improved
occupancy at the Timpany Plaza.
11
<PAGE>
Expenses for the three months ended March 31, 2000 were approximately $5,545,000
compared to approximately $4,293,000 for the three months ended March 31, 1999,
an increase of approximately $1,252,000. This increase includes approximately
$1,235,000 in expenses related to the acquired properties, offset by a decrease
in expenses of $33,480 as a result of the sale of Williard Street apartments
sold in April 1999. Other increases unrelated to the acquisition or sale of
properties include an increase in depreciation and amortization of approximately
$86,000 (10%) due to continued capital improvements to the Partnership
properties; an increase in taxes and insurance of approximately $26,000 (5%) due
to an increase in real estate taxes; and an increase in the management fee of
approximately $16,000 (7%) due to the increase in rental income. These increases
are offset by a decrease in renting expenses of approximately $18,000(34%) due
to a decrease in advertising expenses and rental commissions due to lower tenant
turnover. Repairs and maintenance expenses also decreased approximately
$37,000 (7%) due to significant repairs done to the Partnership properties in
1999.
Interest income was approximately $40,000 for the three months ended March 31,
2000, compared to approximately $58,000 for the three months ended March 31,
1999, a decrease of approximately $18,000. This decrease is due to a decrease in
the average cash balance available for investment in 2000.
The Partnership is a partner in a joint venture with a tenant at the Timpany
Plaza Shopping Center in Gardner, Massachusetts. Under the terms of the
agreement, the two parties have agreed to relet the space formerly leased by the
tenant, and divide the net income or loss after paying to the Partnership an
annual rent of approximately $84,000. The Partnership's investment in the
Timpany Plaza joint venture represents less than 1% of the Partnership's assets.
The Partnership's share of income for 2000 in the joint venture at the Timpany
Plaza Shopping Center was approximately $6,600 compared to approximately $5,000
in 1999, an increase of approximately $1,600. This increase in income is due to
rental rate increases in 2000.
As a result of the changes discussed above, net income for the three months
ended March 31, 2000 was approximately $938,000 compared to approximately
$515,000 for the three months ended March 31, 1999, an increase of approximately
$423,000.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's principal source of cash during 2000 and 1999 was the
collection of rents, sale of real estate, and the refinancing of a Partnership
property. The majority of cash and cash equivalents of approximately $1,910,000
at March 31, 2000 and approximately $1,244,000 at December 31, 1999 was held in
an interest bearing account. The Partnership's short-term investments are
approximately $22,000 at March 31, 2000 and December 31, 1999 of which
approximately $7,000 is invested in a Massachusetts Municipal Bond Fund and
approximately $15,000 is invested in a U.S. Treasury Fund.
12
<PAGE>
On March 24, 1999, the Partnership refinanced the Westgate Apartments located in
Woburn, Massachusetts. The new loan is $12,000,000 with an interest rate of
7.07%, and a term of 15 years, amortized over 25 years. The net cash of
approximately $5,000,000 from this refinancing was used for acquisitions as well
as the improvement of rental properties.
On April 30, 1999, the Partnership sold the Willard Street apartments located in
Quincy, Massachusetts for $850,000. The Partnership received $85,000 in cash.
The purchaser assumed the existing mortgage of approximately $285,000 and gave
to the Partnership a mortgage for the remaining $480,000. This 7.5% mortgage
note is collateralized by other real estate owned by the purchaser and matures
at the earlier of the refinancing of the property or July 31, 2005. This
$480,000 note was paid in full to the Partnership on January 14, 2000.
On May 27, 1999, the Partnership purchased a 39,600-square foot commercial
property known as Staples Plaza, located in Framingham, Massachusetts. The
purchase price was $8,200,000. The Partnership assumed an 8.5% mortgage of
approximately $5,200,000 which matures in 2016. The balance of $3,000,000 was
funded from the Partnership's cash reserves.
On December 3, 1999, the Partnership acquired, through a controlled affiliate, a
180-unit residential complex located in Brockton, Massachusetts for a purchase
price of $8,900,000. This controlled affiliate assumed a 6.52% mortgage with an
outstanding balance of $5,207,172 which has a maturity date of October 2008. The
balance of the purchase price of $3,692,828 was paid from available cash.
On December 23, 1999, the Partnership acquired, through a controlled affiliate,
a 268-unit residential complex and a 6,075 square-foot commercial building
located in Brockton, Massachusetts for a purchase price of $14,500,000. The
purchase was funded by a $11,600,000 mortgage, a $750,000 loan from the majority
shareholder of the General Partner, and $2,150,000 paid from available cash. The
7.84% mortgage matures in 2009 and is being amortized over 30 years.
During the three months ended March 31, 2000, the Partnership completed certain
improvements to its properties at a total cost of approximately $288,000. The
most significant improvements were made at the following properties:
approximately $37,000 at Hamilton Oak Apartments in Brockton, Massachusetts;
approximately $34,000 at the Westgate Apartments in Woburn, Massachusetts;
approximately $32,000 at the Lewiston Mall in Lewiston, Maine; and approximately
$24,000 at 62 Boylston Street Apartments in Boston, Massachusetts. Additional
capital improvements of approximately $20,000, $15,000, and $14,000 were made at
1131-1137 Commonwealth Avenue, 1144-1160 Commonwealth Avenue and Redwood Hills,
respectively.
13
<PAGE>
In addition to the improvements made in the first quarter of 2000, the
Partnership plans to invest approximately $3,216,000 in capital improvements,
during 2000 of which approximately $3,155,000 is designated for residential
properties and approximately $61,000 for commercial properties. These
improvements will be funded from escrow accounts as well as from the
Partnership's cash reserves.
The Partnership anticipates that cash from operations and interest-bearing
investments and mortgage refinancing will be sufficient to fund its current
operations and to finance current improvements to its properties. The
Partnership's net income and cash flow may fluctuate dramatically from year to
year as a result of the sale of properties, unanticipated increases in expenses,
or the loss of significant tenants.
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. The Partnership will consider
refinancing existing properties if insufficient funds exist from cash reserves
to repay existing mortgages or if funds for future acquisitions are not
available.
Factors That May Affect Future Results
Certain information contained herein includes forward-looking statements, the
realization of which may be impacted by the factors discussed below. The
forward-looking statements are made pursuant to the safe harbor provisions of
the Private Securities Liquidation Reform Act of 1995 (the "Act"). This document
contains forward-looking statements that are subject to risks and uncertainties,
including, but not limited to, uncertainty as to future financial results;
fluctuations in the residential real estate market in the greater metropolitan
Boston, Massachusetts area and the commercial real estate rental market in New
England; heating and other utility costs, and other risks detailed from time to
time in the Partnership's filings with the Securities and Exchange Commission.
These risks could cause the Partnership's actual results for fiscal year 2000
and beyond to differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Partnership. The foregoing list of
factors and the two more specific factors identified below should not be
construed as exhaustive or as an admission regarding the adequacy or disclosures
made by the Partnership prior to the date hereof or the effectiveness of said
Act.
The Partnership has received an offer to purchase Timpany Plaza in Gardner,
Massachusetts and is negotiating a purchase and sale agreement for Lewiston Mall
in Lewiston, Maine. No assurances can be made that the sales of these properties
will be consummated.
14
<PAGE>
A major tenant of the Lewiston Mall LP in Lewiston, Maine, which paid
approximately $111,000 in the first three months of 2000 and $274,000 in
1999, can terminate its lease with nine months notice, effective January 1,
1997. The Partnership is currently negotiating to obtain a long term lease.
The Partnership, at this time, cannot make any assurances that the tenant
will renew its lease for this space.
Year 2000
The Hamilton Company, Inc. (the "Hamilton Company"), the company employed by
the Partnership to perform the management functions for the Partnership's
properties, addressed the Partnership's "Year 2000 compliance" in three
areas: Partnership operations, potential problems with vendors, and potential
problems with tenants. The Hamilton Company incurred expenses in excess of
$200,000 on Year 2000 compliance matters in the three areas noted in the
preceding sentence, and believes that such expenditures were adequate to
address year 2000 compliance matters. The management fee paid by the
Partnership to the Hamilton Company was not increased as of a result of these
expenses and such expenses were not passed on to the Partnership in any
manner. The Partnership has not yet experienced any material difficulties or
problems relating to Year 2000 problem issues.
15
<PAGE>
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
ITEMS 1 THROUGH 5 ARE OMITTED BECAUSE THEY ARE INAPPLICABLE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
27 Financial Data Schedule
b) Reports on Form 8-K:
During the period for which this report is filed, the Company filed
with the Commission the following report on Form 8-K:
The Registrant reported on December 22, 1999, the acquisition of property for
a total purchase price of $8.9 million, as described in the Form 8-K.
The Registrant reported on January 14, 2000, the acquisition of property for
a total purchase price of $14.5 million, as described in the Form 8-K.
The Registrant filed an amendment to Form 8-K on March 28, 2000, to include
the audited financial statements of the acquired properties reported in the
Form 8-K filed on December 22, 1999 and January 14, 2000, as described in the
Amendment No. 1 to Form 8-K.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, New England Realty Associates Limited Partnership. has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
New England Realty Associates Limited Partnership
-------------------------------------------------
(REGISTRANT)
By: NEW REAL, INC.
Its General Partner
By: /s/ Ronald Brown
------------------------
RONALD BROWN, PRESIDENT
DATED: MAY 15, 2000
2
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