NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

10-Q 1 a04-13303_110q.htm 10-Q

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 20549*

*FORM 10-Q*

*(Mark One)*

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

*For the quarterly period ended September 30, 2004*

*OR*

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

*For the transition period from to*

*Commission file number 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 Incorporation or Organization)	(I.R.S. Employer
Identification No.)
39
Brighton Avenue, Allston, Massachusetts	02134
(Address of Principal
Executive Offices)	(Zip Code)
Registrants 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 ý whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check ý whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No ý

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INDEX

| PART I - FINANCIAL
INFORMATION | |
| --- | --- |
| Item 1. | Financial Statements. |
| | Consolidated Balance Sheets
as of September 30, 2004 (unaudited) and December 31, 2003 (audited) |
| | Consolidated
Statements of Income for the Three Months Ended September 30, 2004 and
September 30, 2003, and the Nine Months Ended September 30, 2004 and
September 30, 2003 (all unaudited) |
| | Consolidated
Statement of Changes in Partners Capital for the Nine Months Ended September
30, 2004 and September 30, 2003 (all unaudited) |
| | Consolidated
Statements of Cash Flows for the Nine Months Ended September 30, 2004 and
September 30, 2003 (all unaudited) |
| | Notes to
Financial Statements |
| Item
2. | Managements
Discussion and Analysis of Financial Condition and Results of Operations |
| Item
3. | Quantitative
and Qualitative Disclosures About Market Risk |
| Item 4. | Controls and Procedures |
| PART II - OTHER INFORMATION | |
| Item 1. | Legal
Proceedings |
| Item 2. | Changes
in Securities and Use of Proceeds |
| Item
3. | Defaults
Upon Senior Securities |
| Item
4. | Submission
of Matters to a Vote of Security Holders |
| Item 5. | Other Information |
| Item
6. | Exhibits
and Reports on Form 8-K |
| SIGNATURES | |

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NEW ENGLAND REALTY ASSOCIATES, L.P.

PART I FINANCIAL INFORMATION

Item I. Financial Statements

The accompanying unaudited consolidated balance sheets, statements of income, changes in partners capital, and cash flows and related notes thereto, have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. The financial statements reflect all adjustments consisting only of normal, recurring adjustments, which are in the opinion of management, necessary for a fair presentation for the interim periods.

The aforementioned financial statements should be read in conjunction with the notes to the aforementioned financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in New England Realty Associates L.P.s Annual Report on Form 10-K for the fiscal year ended December 31, 2003.

The results of operations for the nine month periods ended September 30, 2004 are not necessarily indicative of the results to be expected for the entire fiscal year or any other period.

*NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES*

*CONSOLIDATED BALANCE SHEETS*

	September 30, 2004	December 31, 2003
	(Unaudited)
Assets
Rental
Properties	$ 106,692,314	$ 104,192,876
Cash and Cash
Equivalents	6,679,544	24,362,328
Rents Receivable	594,270	550,772
Real Estate Tax
Escrows	718,355	667,949
Prepaid Expenses
and Other Assets	2,594,535	2,649,617
Investment in
Partnerships	14,147,375	1,315,383
Financing and
Leasing Fees	646,566	725,371
Total
Assets	$ 132,072,959	$ 134,464,296
Liabilities
and Partners Capital
Mortgage Notes
Payable	$ 115,375,571	$ 115,911,209
Accounts Payable
and Accrued Expenses	1,605,881	1,620,023
Advance Rental
Payments and Security Deposits	3,394,989	3,371,087
Total
Liabilities	120,376,441	120,902,319
Commitments and
Contingent Liabilities (Notes 2, 9, 14 and 15)
Partners
Capital 173,252 units outstanding in 2004 and 2003	11,696,518	13,561,977
Total
Liabilities and Partners Capital	$ 132,072,959	$ 134,464,296

See notes to consolidated financial statements.

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*NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES*

*CONSOLIDATED STATEMENTS OF INCOME*

(UNAUDITED)

	Three Months Ended September 30, — 2004		2003		Nine Months Ended September 30, — 2004		2003
Revenue
Rental income	$ 7,640,354		$ 7,802,000		$ 23,094,191		$ 23,036,610
Laundry and
sundry income	94,201		74,404		255,125		225,470
	7,734,555		7,876,404		23,349,316		23,262,080
Expense
Administrative	329,645		354,565		982,726		1,075,120
Depreciation and
amortization	1,559,811		1,509,915		4,481,480		3,884,258
Interest	1,993,616		1,979,737		5,970,652		5,478,199
Management fees	314,599		313,296		952,539		933,655
Operating	675,262		611,553		2,467,742		2,230,580
Renting	272,528		264,570		512,692		469,892
Repairs and
maintenance	1,454,709		1,351,568		3,727,362		3,210,507
Taxes and
insurance	815,808		830,970		2,578,191		2,485,090
	7,415,978		7,216,174		21,673,384		19,767,301
Income Before
Other Income	318,577		660,230		1,675,932		3,494,779
Other Income
(Loss)
Interest income	52,140		39,470		186,863		138,498
(Loss) from
investment in partnerships	(160,706	)	(47,328	)	(233,758	)	(93,366	)
(Loss) on the write off of property assets	0		(60,000	)	0		(60,000	)
(Loss) on early extinguishments of debt	0		(1,436,238	)	0		(1,436,238	)
	(108,566	)	(1,504,096	)	(46,895	)	(1,451,106	)
Net Income
(Loss)	$ 210,011		$ (843,866	)	$ 1,629,037		$ 2,043,673
Net Income
(Loss) per Unit	$ 1.21		$ (4.87	)	$ 9.40		$ 11.80
Weighted Average
Number of Units Outstanding	173,252		173,252		173,252		173,252

See notes to consolidated financial statements.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

*CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS CAPITAL*

*(UNAUDITED* )

	Limited — Class A		Class B		General — Partnership		Total
Balance, January
1, 2003	$ 12,699,650		$ 3,019,620		$ 158,956		$ 15,878,226
Distribution to
Partners	(3,155,009	)	(749,315	)	(39,437	)	(3,943,761	)
Net Income	1,634,938		388,298		20,437		2,043,673
Balance,
September 30, 2003	$ 11,179,579		$ 2,658,603		$ 139,956		$ 13,978,138
Units authorized
and Issued, net of 6,973 Treasury Units at September 30, 2003	138,602		32,918		1,732		173,252
Balance, January
1, 2004	$ 10,846,650		$ 2,579,532		$ 135,795		$ 13,561,977
Distribution to
Partners	(2,795,597	)	(663,954	)	(34,945	)	(3,494,496	)
Net Income	1,303,230		309,517		16,290		1,629,037
Balance,
September 30, 2004	$ 9,354,283		$ 2,225,095		$ 117,140		$ 11,696,518
Units authorized
and Issued, net of 6,973 Treasury Units at September 30, 2004	138,602		32,918		1,732		173,252

See notes to consolidated financial statements

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*NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES*

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30, — 2004		2003
Cash Flows from
Operating Activities
Net income	$ 1,629,037		$ 2,043,673
Adjustments to
reconcile net income to net cash provided by operating activities
Depreciation and
amortization	4,481,480		3,884,258
Loss from
investment in partnership	233,758		93,365
Loss on the
write off of rental property			60,000
Loss from early
extinguishments of debt			1,436,238
Change in
operating assets and liabilities
(Increase) in
rents receivable	(43,498	)	(71,341	)
(Increase) in
financing fees			(141,025	)
(Decrease) in
accounts payable	(14,142	)	(159,514	)
(Increase) in
real estate tax escrow	(50,406	)	(165,037	)
(Increase)decrease
in prepaid expenses and other assets	13,148		(273,667	)
Increase in
advance rental payments and security deposits	23,902		75,203
Total
Adjustments	4,644,241		4,738,480
Net cash
provided by operating activities	6,273,278		6,782,153
Cash Flows from
Investing Activities
Distribution from
partnership			(5,000	)
Purchase and
improvement of rental properties	(6,860,178	)	(11,257,777	)
Investment in
Partnerships	(13,065,750	)
Net cash (used
in) investing activities	(19,925,928	)	(11,262,777	)
Cash Flows from
Financing Activities
Proceeds of
mortgage notes payable			16,824,376
Payments of
mortgage notes payable	(535,638	)	(614,768	)
Payment of
prepayment penalties in connection with the early extinguishment of debt			(1,436,238	)
Distributions to
partners	(3,494,496	)	(3,943,761	)
Net cash
provided by (used in) financing activities	(4,030,134	)	10,829,609
Net Increase in
Cash and Cash Equivalents	(17,682,784	)	6,348,985
Cash and Cash
Equivalents, at beginning of year	24,362,328		18,974,446
Cash and Cash
Equivalents, at end of period	$ 6,679,544		$ 25,323,431

See notes to consolidated financial statements.

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*NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES*

*NOTES TO CONSOLIDATED FINANCIAL STATEMENTS*

*SEPTEMBER 30, 2004*

NOTE 1SIGNIFICANT 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 and New Hampshire. 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 NERAs properties are owned by separate subsidiaries without any change in the historical cost basis.

Principles of Consolidation: The consolidated financial statements include the accounts of NERA and its subsidiaries. NERA has a 99.67% to 100% ownership interest in each subsidiary except for three limited liability companies in which the Partnership has a 50% ownership interest. The consolidated group is referred to as the Partnerships. Minority interests are not recorded, since they are insignificant. All significant intercompany accounts and transactions are eliminated in consolidation. The Partnership accounts for its investment in the above-mentioned three limited liability companies using the equity method.

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

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. Fully depreciated assets are removed from the accounts. Rental properties are depreciated on a straight-line basis over their estimated useful lives.

In the event that facts and circumstances indicate that the carrying value of a rental property may be impaired, an analysis of recoverability is prepared. The estimated future undiscounted cash flows are compared to the assets carrying value to determine if a write-down to fair 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. Unamortized balances are expensed when the corresponding fee is no longer applicable.

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 has been recorded.

Cash Equivalents: The Partnership considers cash equivalents to be all highly liquid instruments purchased with maturity of three months or less.

Segment Reporting: Operating segments are revenue-producing components of the Partnership for which separate financial information is produced internally for management. Under the definition, NERA operated, for all periods presented, as one segment.

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Comprehensive Income: Comprehensive income is defined as changes in partners equity, exclusive of transactions with owners (such as capital contributions and dividends). NERA did not have any comprehensive income items in 2004 or 2003 other than net income as reported.

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

Concentration of Credit Risks and Financial Instruments: The Partnerships properties 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 2004 or 2003. The Partnerships make their temporary cash investments with high-credit-quality financial institutions. At September 30, 2004, substantially all of the Partnerships cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from .59% to 1.97%. At September 30, 2004 and December 31, 2003, approximately $7,000,000 and $24,000,000 of cash and cash equivalents exceeded federally insured amounts.

Advertising Expense: Advertising is expensed as incurred. Advertising expense was $162,288 and $136,702 for the nine months ended September 30, 2004 and 2003, respectively.

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

NOTE 2RENTAL PROPERTIES

As of September 30, 2004, the Partnership and its Subsidiary Partnerships owned 2,396 residential apartment units in residential and mixed-use complexes (collectively, the Apartment Complexes). The Partnership also owns 24 condominium units in two residential condominium complexes, all of which are leased to residential tenants (collectively referred to as the Condominium Units). The Apartment Complexes and Condominium Units are located primarily in the greater metropolitan Boston, Massachusetts area.

Additionally, as of September 30, 2004, the Subsidiary Partnerships owned commercial shopping centers in Framingham, Massachusetts and mixed-use properties in Boston, Brockton and Newton, Massachusetts. These properties are referred to collectively as the Commercial Properties.

Additionally on September 30, 2004, the Partnership owned a 50% ownership interest in three residential complexes with a total of 362 units. See Note 14 for summary information on these investments.

On June 30, 2003, the Partnership purchased five condominium units from a group of investors who are also affiliated with the Partnership. The total purchase price for the five units was $2,421,286 including closing costs. The Partnership obtained a $1,600,000 mortgage on these condominiums. See Notes 3 and 5 for a discussion of certain related parties associated with this acquisition. The majority owner of the General Partner has agreed to indemnify the Partnership for any losses incurred from the sale of any of these units for a three-year period from acquisition.

On April 25, 2003, the Partnership acquired a 184-unit residential property located at 9 School Street in Framingham, Massachusetts for a total purchase price of approximately $23,368,000. The Partnership obtained a mortgage of $17,000,000 with an interest rate of 5.47%. The balance of the purchase was funded from cash reserves. The mortgage has a 10-year term and is amortized over 30 years, with interest only payments for the first three years. There is a significant prepayment penalty if the mortgage is paid prior to maturity.

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Rental properties consist of the following:

| | SEPTEMBER
30, 2004 | DECEMBER
31, 2003 | USEFUL LIFE |
| --- | --- | --- | --- |
| Land, improvements, and
parking lots | $ 23,058,989 | $ 22,992,176 | 10-31 years |
| Buildings and
improvements | 104,602,201 | 101,538,576 | 15-31 years |
| Kitchen cabinets | 3,544,205 | 2,403,447 | 5-10 years |
| Carpets | 2,964,745 | 2,292,225 | 5-10 years |
| Air conditioning | 725,535 | 691,408 | 7-10 years |
| Laundry
equipment | 176,413 | 79,580 | 5-7 years |
| Elevators | 474,964 | 328,097 | 20 years |
| Swimming pools | 143,353 | 98,105 | 10 years |
| Equipment | 1,594,917 | 1,348,725 | 5-7 years |
| Motor vehicles | 126,236 | 126,236 | 5 years |
| Fences | 249,842 | 127,276 | 5-10 years |
| Furniture and
fixtures | 3,898,784 | 3,566,543 | 5-7 years |
| Smoke alarms | 103,648 | 88,157 | 5-7 years |
| Construction in
progress | 2,432,857 | 1,555,960 | |
| | 144,096,689 | 137,236,511 | |
| Less accumulated
depreciation | 37,404,375 | 33,043,635 | |
| | $ 106,692,314 | $ 104,192,876 | |

During the quarter ended September 30, 2004, the Partnership completed the construction of ten residential units at the Westgate Apartments in Woburn, Massachusetts. The total cost of these ten units was approximately $2,400,000 and is included in buildings and improvements above. An additional ten units were completed in October 2004 for a total additional cost of approximately $2,400,000 and are included in construction in progress at September 30, 2004.

NOTE 3RELATED PARTY TRANSACTIONS

The Partnerships properties are managed by an entity that is owned by the majority shareholder of the General Partner. The management fee is equal to 4% of rental revenue and laundry income. Total fees paid were approximately $953,000 and $934,000 for the nine months ended September 30, 2004 and 2003, respectively.

The Partnership Agreement permits the General Partner or management company to charge the costs of professional services (such as counsel, accountants and contractors) to NERA. During the nine months ended September 30, 2004 and 2003, approximately $3,980,000 and $471,000 was charged to NERA for legal, construction, maintenance, rental and architectural services and supervision of capital improvements. Of the 2004 expenses referred to above, approximately $160,000 consisted of repairs and maintenance and $128,000 of administrative expense; approximately $3,674,000 of construction, architectural services and supervision of capital projects was capitalized in rental properties and $18,000 for rental commissions. Of the 2003 expenses referred to above, approximately $207,000 consisted of repairs and maintenance and $168,000 of administrative expense; approximately $96,000 of construction, architectural services and supervision of capital projects was capitalized in rental properties. Additionally in each of the nine months ended September 30, 2004 and 2003 the Partnership paid to the management company $60,000, for in-house accounting services, which were previously provided by an outside company. Included in accounts payable and accrued expenses at September 30, 2004 and December 31, 2003 is $263,216 and $455,299 due to the management 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%.

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No sales commissions were paid during the year ended December 31, 2003 and through September 30, 2004.

On January 1, 2004, NERAS employees were transferred to the management companys payroll. The Partnership reimburses the management company for the payroll and related expenses of the employees working directly on NERA properties. Total reimbursement was approximately $1,230,000 for the nine months ended September 30, 2004.

In 1996, prior to becoming an employee and President of the management company, the current President performed asset management consulting services to the Partnership. This individual continues to perform this service and to receive an asset management fee from the Partnership, receiving $37,500 for the nine months ended September 30, 2004 and $50,000 for the year ended December 31, 2003.

The Partnership has invested in three limited liability companies to purchase three residential apartment complexes. The Partnership owns 50% of each entity and the Treasurer of the General Partner owns 47½% and the President of Hamilton owns 2½% respectively. See Note 14 for a description of the properties and their operations.

On June 30, 2003, the Partnership purchased five condominium units in a 42-unit building located in Brookline, Massachusetts. These were purchased from Harvard 45 Associates LLC (Harvard 45) which is owned 70% by the 75% shareholder and treasurer of the General Partner, and 5% by the President of Hamilton. The total purchase price for these condominiums was approximately $2,416,000 and was approved both by the Partnerships Advisory Committee and the Audit Committee of the General Partner. Harvard 45 realized a gain of approximately $648,000 from these sales. Harvard 45 also sold 16 units to unrelated parties; the prices for all of the 21 units sold are comparable. See Note 5 for a description of the guarantee given on a $1,600,000 mortgage on these five units.

The above 42-unit condominium building is managed by an entity wholly owned by the 25% shareholder and President of the General Partner. That entity will receive annual management fees from the five units of approximately $1,500, and Hamilton will reduce its management fees to approximately 2%, so that the total management fee will not exceed the 4% allowed by the Partnerships Partnership Agreement.

NOTE 4OTHER ASSETS

Included in prepaid expenses and other assets at September 30, 2004 and December 31, 2003 is approximately $499,000 and $653,000, respectively, held in escrow to fund future capital improvements.

Financing and leasing fees of $646,566 and $725,371 are net of accumulated amortization of $364,909 and $286,104 at September 30, 2004 and December 31, 2003, respectively.

NOTE 5MORTGAGES NOTES PAYABLE

At September 30, 2004 and December 31, 2003, the mortgages payable consisted of various loans, all of which were secured by first mortgages on properties referred to in Note 2. At September 30, 2004, the fixed interest rates on these loans ranged from 4.84% to 8.46%, payable in monthly installments aggregating approximately $732,000, including interest, to various dates through 2016. The majority of the mortgages are subject to prepayment penalties. At December 31, 2003, the weighted average effective interest rate on the above mortgages was 6.86%. The effective rate includes the amortization expense of deferred financing costs. The weighted average of the fixed debt interest rate was 6.78%. See Note 12 for fair value information.

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The Partnerships have pledged tenant leases as additional collateral for certain of these loans. Approximate annual maturities at September 30, 2004 are as follows:

| 2005- current
maturities | $ |
| --- | --- |
| 2006 | 2,490,000 |
| 2007 | 2,853,000 |
| 2008 | 4,413,000 |
| 2009 | 5,631,000 |
| Thereafter | 99,225,000 |
| | $ 115,375,000 |

On August 1, 2003, the Partnership refinanced four mortgage loans with outstanding balances totaling approximately $11,526,000 and interest rates that ranged from 8.38% to 8.75%. These four mortgages were scheduled to mature in 2005, with final payments totaling approximately $11,000,000 due in 2005. The total of the four new mortgage loans is $26,750,000, with interest rates from 4.84% to 5.30%. These new loans require interest payments for ten years, when the entire $26,750,000 becomes due. The total monthly payments on the old loans were approximately $101,000 including principal of approximately $20,000. The total monthly interest payments on the new mortgages are approximately $109,000, resulting in an increased monthly payment for these four properties of $8,000 or $96,000 per year. Annual interest expense increased approximately $340,000 due to the increased debt. The new mortgages also contain substantial prepayment penalties if paid before maturity. The Partnerships cash reserves were increased approximately $13,000,000 as a result of these refinancings.

The Partnership recorded a loss in the third quarter of 2003 on the early extinguishment of debt of approximately $1,435,000 because of prepayment penalties of approximately $1,355,000, and the write-off of deferred financing fees of approximately $80,000. Deferred financing fees on the new mortgages, of approximately $132,000 will be amortized over their ten year term.

In August 2003, the Partnership obtained a $1,600,000 mortgage loan for three years, with interest - only payments at 5.25% and no prepayment penalties, secured by the five condominium units acquired by the Partnership in June 2003. Total origination and closing costs of approximately $18,000, will be amortized over three years. The majority owner of the General Partner has guaranteed to the bank 50% of the outstanding mortgage.

NOTE 6ADVANCE RENTAL PAYMENTS AND SECURITY DEPOSITS

The lease agreements require the majority of tenants to maintain a one-month advance rental payment plus security deposits. Amounts received for prepaid rents of approximately $2,100,000 are included with cash and cash equivalents and security deposits of approximately $1,100,000 are included with other assets.

NOTE 7PARTNERS CAPITAL

The Partnership has two classes of Limited Partners (Class A and B) and one category of General Partner. Under the terms of the Partnership Agreement, 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.

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In February 2003, the Partnership voted to increase the quarterly distribution to $6.60 per unit and pay an additional one-time distribution of $3.00 per unit for a total distribution of $9.60 per unit payable on March 31, 2003. Additionally, the Partnership paid quarterly distributions of $6.60 per unit on June 30, September 30 and December 31, for a total distribution of $29.40 for 2003.

The Partnership paid a quarterly distribution $6.60 per unit ($.66 per receipt) on March 31, 2004, and June 30, 2004. On September 30, 2004, the Partnership paid a quarterly distribution of $7.00 ($0.70 per receipt).

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

	Nine months ended September 30, — 2004	2003
Net income per
depositary receipt	$ .94	$ 1.18

NOTE 8TREASURY UNITS

Treasury units at September 30, 2004 are as follows:

Class A	5,681
Class B	1,228
General
Partnership	64
	6,973

NOTE 9COMMITMENTS AND CONTINGENCIES

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

NOTE 10RENTAL INCOME

During the nine months ended September 30, 2004, approximately 93% of rental income was related to residential apartments and condominium units with leases of one year or less. The remaining 7% was related to commercial properties, which have minimum future rental income on non-cancelable operating leases as follows:

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	Commercial Property Leases
2005	$ 1,515,000
2006	1,307,000
2007	1,335,000
2008	1,284,000
2009	1,170,000
Thereafter	4,749,000
	$ 11,360,000

The aggregate minimum future rental income does not include contingent rentals that may be received under various leases in connection with percentage rents, common area charges and real estate taxes. Aggregate contingent rentals were approximately $275,000 for the nine months ended September 30, 2004 and $382,000 for the year ended December 31, 2003, respectively.

Rents receivable are net of allowances for doubtful accounts of $466,096 and $221,942 at September 30, 2004 and December 31, 2003, respectively. Included in rents receivable is approximately $386,000 resulting from recognizing rental income from non-cancelable commercial leases with future rental increases on a straight-line basis. The majority of this amount is for a long-term lease with Staples at Staples Plaza in Framingham, Massachusetts.

NOTE 11CASH FLOW INFORMATION

During the nine months ended September 30, 2004 and 2003, cash paid for interest was approximately $5,940,982 and $5,413,959 respectively.

NOTE 12FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Partnership in estimating the fair value of its financial instruments:

Cash and cash equivalents, other assets, investment in partnerships, accounts payable, and advance rents and security deposits: fair value approximates the carrying value of such assets and liabilities.

Mortgage notes payable: fair value is generally based on estimated future cash flows which are discounted using the quoted market rate for an independent source of similar obligations. Refer to the table below for the carrying amount and estimated fair value of such instruments.

	Carrying Amount	Estimated Fair Value
Mortgage notes
payable
At September 30,
2004	$ 115,375,571	$ 123,147,006
At December 31,
2003	115,911,209	121,997,197

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Disclosure about fair value of financial instruments is based on pertinent information available to management as of September 30, 2004 and December 31, 2003. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since September 30, 2004 and current estimates of fair value may differ significantly from the amounts presented herein.

NOTE 13TAXABLE INCOME AND TAX BASIS

Taxable income reportable by the Partnership and includable in its partners tax returns is different than financial statement income because of accelerated depreciation, different tax lives, and timing differences related to prepaid rents and allowances. Taxable income is approximately $900,000 less than statement income for the nine months ended September 30, 2004 and approximately $700,000 less than statement income for the year ended December 31, 2003. The cumulative tax basis of the Partnerships real estate at September 30, 2004 is approximately $400,000 greater than the statement basis.

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NOTE 14INVESTMENT IN PARTNERSHIPS

In August 2004, the Partnership invested approximately $13,000,000 in two joint ventures for which the Partnership has a 50% ownership interest. The first joint venture purchased a 280 unit apartment complex in Watertown, Massachusetts for $56,000,000. Each investor invested approximately $8,000,000, and a mortgage of approximately $43,000,000 was obtained to finance the acquisition and improvements to the property. This investment is referred to as Hamilton Place.

The second joint venture purchased a 42 unit apartment complex in Lexington, Massachusetts for $10,100,000. The Partnership invested $5,050,000 in this joint venture. In October 2004, the Partnership refinanced the investment and obtained a mortgage on the property. This investment is referred to as Hamilton Minuteman.

In November 2001, the Partnership formed a limited liability company to purchase a 40 unit apartment building in Cambridge, Massachusetts. The Partnership is a 50% owner in this investment and is referred to as Franklin Street.

| Acquisition
date | Franklin Street — November 2001 | | Hamilton Place — August 2004 | | Hamilton Minuteman — September 2004 | | Total | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Property assets
net | $ 10,329,093 | | $ 55,832,256 | | $ 10,160,313 | | $ 76,321,662 | |
| Mortgages
payable | 7,950,704 | | 40,211,506 | | 0 | * | 48,162,210 | |
| Partnership
equity | 2,387,590 | | 15,797,932 | | 10,109,228 | * | 28,294,750 | |
| NERA - 50%
ownership | 1,193,795 | | 7,898,966 | | 5,054,614 | * | 14,147,375 | |
| Summary income
statement | | | | | | | | |
| Rental income | $ 707,594 | | $ 443,756 | | $ 41,717 | | $ 1,193,067 | |
| Operating
expenses | 227,994 | | 176,381 | | 9,974 | | 414,349 | |
| Management fees | 29,535 | | 17,659 | | 1,611 | | 48,805 | |
| Interest expense | 416,045 | | 159,464 | | | | 575,509 | |
| Miscellaneous
expense | 5,549 | | | | | | 5,549 | |
| Depreciation
& amortization | 271,645 | | 323,819 | | 20,906 | | 616,370 | |
| Net profit
(loss) | (243,174 | ) | (233,567 | ) | 9,226 | | (467,515 | ) |
| NERA - 50%
ownership | $ (121,587 | ) | $ (116,784 | ) | $ 4,613 | | $ (233,758 | ) |
| Total rental
units | 40 | | 280 | | 42 | | | |
| Vacancies -
November 8, 2004 | 0 | | 17 | | 5 | | | |

Hamilton Place is planning to sell, over time, three buildings with a total of 136 units as condominiums commencing in January 2005. Hamilton Minuteman may also, from time to time, sell units. Minuteman is not being marketed at this time. The majority of the proceeds from these sales will be used to reduce their mortgages. Commencing in 2005, these mortgages require minimum principal payments (Curtailment Payments) and additional investment by the Partnership will be required if the proceeds from sales cannot provide for these payments. An entity partially owned by the majority shareholder of the General Partner and the President of the management company, 31% and 5% respectively, is the sales agent and will receive a variable commission on each sale of between 3% and 5%.

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As required by the lender for the 2004 acquisitions, the Treasurer of the General Partner has provided a limited repayment guarantee equal to twenty percent (20%) of the outstanding balance, reducing to zero percent (0%) upon the completion of the Curtailment Payments. In the event that he is obligated to make payments to the lender as a result of this guaranty, the Partnership in turn has agreed to indemnify him for one-half of any such payments.

*On October 21, 2004, Hamilton Minuteman obtained a mortgage of $8,025,000 and $3,775,000 was paid to the Partnership.

NOTE 15NEW ACCOUNTING PRONOUNCEMENTS

The Partnership adopted the Financial Accounting Standards Boards (FASB) Statement of Financial Accounting Standard 144 (FAS 144), Accounting for the Impairment or Disposal of Long-lived Assets, on January 1, 2002. FAS 144 supersedes FAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The primary objectives of FAS 144 are to develop one accounting model, based on the framework established in FAS 121, for long-lived assets to be disposed of by sale, and to address significant implementation issues regarding impairment of long-lived assets held for use. FAS 144 requires separate presentation of discontinued operations for an operating property sold or considered held for sale for years beginning on January 1, 2002. In accordance with FAS 144, the Partnership classifies real estate assets as held for sale in the period in which all of the following criteria are met: (a) management, having the authority to approve the action, commits to a plan to sell the asset; (b) the asset is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets; (c) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (d) the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale within one year; (e) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (f) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Partnerships adoption of FAS 144 resulted in: (i) the net operating results of properties sold during 2002 being presented as income from discontinued operations for all periods presented and (ii) the gain on the sale of operating properties sold, net of sale costs, being presented as income from discontinued operations for the year 2002. Implementation of FAS 144 will impact how information is classified on the income statement but will have no effect on net income (see Note 17).

In April 2002, the FASB issued FAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FAS Statement No. 13, and Technical Corrections. FAS 145 eliminates extraordinary accounting treatment for or loss on debt extinguishment and amends other existing authoritative pronouncements; it makes various technical corrections, clarifies meanings, and describes their applicability under changed conditions. The provisions of FAS 145 became effective for the Partnership beginning in 2003. However, early application of FAS 145 was encouraged, and the Partnership adopted FAS 145 in 2002. Debt extinguishments reported as extraordinary items prior to scheduled or early adoptions of FAS 145 would be reclassified in most cases following adoption .

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 149 also amends certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is

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effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively. The Partnership does not expect the adoption of SFAS No. 149, if required, to have a material impact on the Partnerships financial position or results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 establishes standards for how an issuer classifies and measures in its statement of financial position certain financial instruments with characteristics of both liabilities and equity. In accordance with the standard, financial instruments that embody obligations for the issuer require classification as liabilities. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise shall be effective at the beginning of the first interim period beginning after September 15, 2003. The Partnership does not expect the adoption of SFAS No. 150, if required, to have a material impact on the Partnerships financial position or results of operations or cash flows.

In January 2003, the FASB issued FIN No. 46, which provides guidance on how to identify a variable interest entity (VIE) and determine when the assets, liabilities, noncontrolling interests, and results of operations of a VIE are to be included in an entitys consolidated financial statements. A VIE exists when either the total equity investment at risk is not sufficient to permit the entity to finance its activities by itself, or the equity investors lack one of three characteristics associated with owning a controlling financial interest. In December 2003, the FASB reissued FIN No. 46 with certain modifications and clarifications. Application of this guidance was effective for interests in certain VIEs commonly referred to as special-purpose entities (SPEs) as of December 31, 2003. Application for all other types of entities is required for periods ending after March 15, 2004, unless previously applied. The Partnership does not believe that the application of FIN No. 46, if required, will have a material impact on its financial position, results of operations, or liquidity.

NOTE 16PARTNERSHIP TERMINATION DATE

In July 2004, the General Partner extended the termination date of the Partnership until 2057, an additional 40 years, as allowed in the Partnership agreement.

NOTE 17SUBSEQUENT EVENTS

As of November 11, 2004, the Partnership has committed to obtain two new mortgages. The first is for the refinancing of the Dean Street apartments in Norwood, Massachusetts for $5,650,000 at 5.25% interest only for two years. The existing mortgage to be repaid is approximately $3,600,000. It is anticipated that this transaction will occur in December 2004. The second mortgage is for $2,000,000 at 5.25%, interest only, on the unencumbered 20 unit addition in Woburn, Massachusetts which is anticipated to occur in January 2005.

Additionally, in 2005, the Partnership is planning to sell the 18 apartment units of the Middlesex Apartments in Newton, Massachusetts.

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Item 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with the financial statements and notes thereof appearing elsewhere in this report. This Report, on Form 10-Q, contains forward-looking statements within the meaning of the securities law. Actual results or developments could differ materially from those projected in such statements as a result of certain factors set forth in the section below entitled Factors That May Affect Future Results and elsewhere in this Report.

The Partnership has retained The Hamilton Company (Hamilton) to manage and administer the Partnerships properties. Hamilton is a full-service real estate management company, which has legal, construction, maintenance, architectural, accounting and administrative departments. The Partnerships properties represent approximately 33% of the total properties and 67% 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 Partnerships 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 4% of rental receipts for administrative and management services (the Management Fee). The Partnership annually pays Hamilton the full Management Fee, in monthly installments.

Harold Brown, his brother Ronald Brown and the President of Hamilton, Carl Valeri, collectively own approximately 20% 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 owns 75% of the Partnerships Class B Units, 75% of the capital stock of NewReal, Inc. (NewReal), the Partnerships sole general partner, and all of the outstanding stock of Hamilton. Ronald Brown also owns 25% of the Partnerships Class B Units and 25% of NewReals capital stock. In addition, Ronald Brown is the President and director of NewReal and Harold Brown is NewReals Treasurer and also a director. Three of NewReals other directors, Thomas Raffoul, Conrad DiGregorio, and Edward Sarkesian, also own immaterial amounts of the Partnerships Class A Units.

Beyond 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 Partnerships properties. In addition to the Management Fee, 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.

Hamilton accounted for approximately 4% and 6% of the repair and maintenance expense paid for by the Partnership in the nine months ended September 30, 2004 and the year ended December 31, 2003, respectively. 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, and carpentry services, snow removal and the use of equipment such as fork lifts. However, several of the

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larger Partnership properties have their own maintenance staff. Further, those properties that do not have their own maintenance staff but are located more than a reasonable distance from Hamiltons headquarters in Allston, Massachusetts are generally serviced by local, independent companies.

Hamiltons legal department handles most of the Partnerships 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 82% of the legal services paid for by the Partnership during the nine months ended September 30, 2004 and approximately 66% for the year ended December 31, 2003.

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. The architectural department at Hamilton also provides services to the Partnership on an as-needed basis. In 2004 and 2003, Hamilton provided the majority of the construction services and architectural services paid for by the Partnership including approximately $3,500,000 for the construction of 20 additional residential units at Westgate Apartments in Woburn, Massachusetts.

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 Hamiltons accounting staff, which consists of approximately ten people. Hamilton currently charges the Partnership $80,000 ($20,000 per quarter) per year for bookkeeping and accounting services.

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of 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. See Note 1 to the Consolidated Financial Statements, Principles of Consolidation.

Revenue Recognition: Revenues from rental property are recognized when due from tenants. Residential leases are generally for terms of one year or less, and commercial leases are generally for five to ten years, with renewal options at increased rents. Significant commercial leases with stepped increases over the term of the lease are recorded on the straight-line basis.

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Real Estate and Depreciation: Real estate assets are stated at the lower of cost or fair value, as appropriate, less accumulated depreciation. Costs related to the acquisition, development, construction and improvement of properties are capitalized including interest, internal wages and benefits, real estate taxes and insurance. Capitalization usually begins with commencement of development activity and ends when the property is ready for leasing. Replacements and improvementssuch as HVAC equipment, structural replacements, windows, appliances, flooring, carpeting and kitchen/bath replacements and renovationsare capitalized and depreciated over their estimated useful lives as follows:

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets. In assessing estimated useful lives, the Partnership makes assumptions based on historical experience acquired from both within and outside the Partnership. These assumptions have a direct impact on the Partnerships net income.

Ordinary repairs and maintenance, such as unit cleaning and painting and appliance repairs, are expensed.

If there is an event or change in circumstances that indicates an impairment in the value of a property, the Partnerships policy is to assess the impairment by making a comparison of the current and projected operating cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying amount of the property. If the carrying value is in excess of the estimated projected operating cash flows of the property, we would recognize an impairment loss equivalent to the amount required to adjust the carrying amount to its estimated fair value. The Partnership has not recognized an impairment loss since 1995.

With respect to investments in and advances to joint ventures, 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 the carrying value of the investment exceeds its fair value.

Legal Contingencies

The Partnership is subject to various legal proceedings and claims that arise, from time to time, in the ordinary course of business. These matters are frequently covered by insurance. If it is determined that a loss is likely to occur, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered likely can be difficult to determine.

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RESULTS OF OPERATIONS

*Comparison of the three months ended September 30, 2004 to the three months ended September 30, 2003*

The Partnership and its Subsidiary Partnerships earned income before other income of $318,568 during the three months ended September 30, 2004 compared to $660,230 for the three months ended September 30, 2003, a decrease of $341,662 (52%). As more fully described in the schedules below, this decrease in operating income is due to both decreases in rental income and increases in operating expenses. Due to the softening residential rental market, rental income at many of the properties decreased in the three months ended September 30, 2004 and expenses continued to increase.

The rental activity is summarized as follows:

| | Occupancy Date — November
8, 2004 | August
4, 2004 | May 3, 2004 | October
31, 2003 |
| --- | --- | --- | --- | --- |
| Residential | | | | |
| Units | 2,420 | 2,400 | 2,400 | 2,400 |
| Vacancies | 95 | 99 | 72 | 95 |
| Vacancy rate | 3.9 % | 4.1 % | 3.0 % | 4.0 % |
| Commercial | | | | |
| Total square
feet | 85,275 | 85,275 | 85,275 | 85,275 |
| Vacancy | 850 | 4,700 | 4,700 | 0 |
| Vacancy rate | 1 % | 5.5 % | 5.5 % | 0 % |

	Rental Income (in thousands) Three Months Ended September — 2004	2003
Total rents	$ 7,640	$ 7,802
Residential
percentage	93 %	93 %
Commercial
percentage	7 %	7 %
Contingent
rentals	$ 90	$ 89

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**Three Months Ended September 30, 2004 Compared to Three Months Ended September 30, 2003****

	September 30, 2004		2003		Dollar Change		Percent Change
Revenues:
Rental income	$ 7,640,354		$ 7,802,000		$ (161,646	)	-2.1 %
Laundry and sundry income	94,201		74,404		19,797		26.6 %
	7,734,555		7,876,404		(141,849	)	-1.8 %
Expenses:
Administrative	329,645		354,565		(24,920	)	-7.0 %
Depreciation and amortization	1,559,811		1,509,915		49,896		3.3 %
Interest	1,993,616		1,979,737		13,879		0.7 %
Management fees	314,599		313,296		1,303		0.4 %
Operating	675,262		611,553		63,709		10.4 %
Renting	272,528		264,570		7,958		3.0 %
Repairs and maintenance	1,454,709		1,351,568		103,141		7.6 %
Taxes and insurance	815,808		830,970		(15,162	)	-1.8 %
	7,415,978		7,216,174		199,804		2.8 %
Income before other income	318,577		660,230		(341,653	)	-51.7 %
Other Income
Interest income	52,140		39,470		12,670		32.1 %
(Loss) from investment in partnerships	(160,706	)	(47,328	)	(113,378	)	239.6 %
(Loss) on the write off of property assets			(60,000	)	60,000		-100.0 %
(Loss) on early extinguishments of debt			(1,436,238	)	1,436,238		-100.0 %
	(108,566	)	(1,504,096	)	1,395,530		-92.8 %
Net Income (Loss)	$ 210,011		$ (843,866	)	$ 1,053,877		-124.9 %

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Rental income for the three months ended September 30, 2004 was approximately $7,640,000 compared to approximately $7,802,000 for the three months ended September 30, 2003, a decrease of approximately $162,000 (2%). The properties with the most significant decreases are the apartments at North Beacon Street for a decrease of approximately $29,000, a decrease of approximately $12,000 at Oak Ridge, a decrease of approximately $65,000 at Westgate Apartments, a decrease of approximately $17,000 at Westside Colonial and a decrease of approximately $12,000 at Brookside. There were smaller decreases at most other properties. The decrease in rental income is due to increased vacancies, rental concessions and some reductions in rents for new leases.

Total expenses for the three months ended September 30, 2004 were approximately $7,416,000 compared to approximately $7,216,000 for the three months ended September 30, 2003, an increase of approximately $200,000 (3%). Repairs and maintenance expenses increased approximately $103,000 (8%) due to ongoing refurbishment, repair and clean up of rental units in an effort to reduce vacancies. Operating expenses increased approximately $64,000 (10%) due to increased heat, water and other utilities. Renting expenses increased approximately $8,000 (3%) due to increases in rental commissions and other rental related expenses. Total depreciation and amortization increased approximately $50,000 (3%) primarily due to continuing improvements in 2004.

These increases are offset by a decrease in administrative expenses of approximately $25,000 (7%) due to a decrease in salaries and related employee benefits. Taxes and insurance decreased approximately $15,000 (2%) due to a tax refund related to one of the Partnership properties.

The operations of the 20 new units at Westgate in Woburn commenced in September 2004 and was insignificant for the quarter ended September 30, 2004.

The Partnership has a 50% ownership interest in three different investments. One of the investments is a limited liability Partnership that owns a 40 unit residential property in Cambridge, Massachusetts. For the three months ended September 30, 2004, the Partnerships share of loss on this investment is $48,536 compared to a loss of $47,328 for the three months ended September 30, 2003, an increase of $1,208 (3%). There were no units vacant at November 8, 2004.

In August and September 2004, the Partnership invested approximately $13,000,000 for a 50% ownership interest in two joint ventures. The first joint venture is a 280 unit residential complex located in Watertown, Massachusetts, referred to as Hamilton Place. The total cost of the property was $56,000,000. The Partnership invested $8,000,000. The other investors invested $8,000,000 and the joint venture obtained a mortgage of $43,000,000 to fund the acquisition and capital improvements. The joint venture plans to sell 120 units and use the funds to pay down the debt on the property. At November 8, 2004, there are 23 vacant units, nine of which are to be sold. The Partnerships net loss on this investment is $116,784 for the period ended September 30, 2004.

The second joint venture purchased a 42 unit residential complex in Lexington, Massachusetts referred to as Hamilton Minuteman. The total cost of the property was $10,100,000. Originally, the Partnership invested $5,050,000 and the other investors invested $5,050,000. The property was refinanced for $8,025,000 in October 2004, and the Partnership received $3,775,000 as part of this

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financing. The Partnerships net income on this investment is $4,613 for the period ended September 30, 2004. There were five units vacant at November 8, 2004.

On August 1, 2003, the Partnership refinanced four mortgages with outstanding balances totaling approximately $11,526,000. The Partnership recorded a loss on the early extinguishment of debt of $1,436,238 due to the prepayment penalties of approximately $1,355,000 and deferred financing fees of approximately $81,000 on the mortgages paid.

During the three months ended September 30, 2003, the Partnership recorded a non-cash charge of $60,000 due to the write-off of air conditioning and heating equipment replaced at 62 Boylston Street.

Interest income was approximately $52,000 for the three months ended September 30, 2004 compared to approximately $39,000 for the three months ended September 30, 2003 an increased $13,000 (33%). This is due primarily due to an increase in the cash available for investment and some increases in rates earned. Total interest expense increased approximately $14,000 due to the increased mortgage debt.

As a result of the changes discussed above, net income for the three months ended September 30, 2004 was $210,011 compared to a loss of $843,866 for the three months ended September 30, 2003, a change of $1,053,877.

*Comparison of the nine months ended September 30, 2004 to the six months ended September 30, 2003*

The Partnership and its Subsidiary Partnerships earned income before other income of $1,675,932 for the nine months ended September 30, 2004 compared to $3,494,779 for the nine months ended September 30, 2003 a decrease of $1,818,847 (52%). The following is a summary of the Partnerships rental income for the nine months ended September 30, 2004 and 2003. As more fully described in the schedules below, this decrease is primarily due to increased vacancies and increases in operating expenses including significant depreciation, repairs and maintenance, and interest expense.

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**Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30, 2003****

	September 30,				Dollar Change		Percent Change
	2004		2003
Revenues:
Rental income	$ 23,094,191		$ 23,036,610		$ 57,581		0.2 %
Laundry and
sundry income	255,125		225,470		29,655		13.2 %
	23,349,316		23,262,080		87,236		0.4 %
Expenses
Administrative	982,726		1,075,120		(92,394	)	-8.6 %
Depreciation and
amortization	4,481,480		3,884,258		597,222		15.4 %
Interest	5,970,652		5,478,199		492,453		9.0 %
Management fees	952,539		933,655		18,884		2.0 %
Operating	2,467,742		2,230,580		237,162		10.6 %
Renting	512,692		469,892		42,800		9.1 %
Repairs and
maintenance	3,727,362		3,210,507		516,855		16.1 %
Taxes and
insurance	2,578,191		2,485,090		93,101		3.7 %
	21,673,384		19,767,301		1,906,083		9.6 %
Income before
other income	1,675,932		3,494,779		(1,818,847	)	-52.0 %
Other Income
(Loss)
Interest income	186,863		138,498		48,365		34.9 %
(Loss) from
investment in partnerships	(233,758	)	(93,366	)	(140,392	)	150.4 %
(Loss) on the
write off of property assets			(60,000	)	60,000		-100.0 %
(Loss) on early
extinguishments of debt			(1,436,238	)	1,436,238		-100.0 %
	(46,895	)	(1,451,106	)	1,404,211		-96.8 %
Net Income
(Loss)	$ 1,629,037		$ 2,043,673		$ (414,636	)	-20.3 %

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The following is a comparative schedule for the nine months ended September 30, 2004 and 2003 of the changes in revenue from rental operations excluding the 2003 acquisitions.

	Total Partnership 2004	Less Aquired Properties		Same Properties in 2004	Same Properties in 2003	Dollar Change		Percent Change
Revenues:
Rental income	$ 23,094,191	$ 802,336		$ 22,291,855	$ 23,036,610	$ (744,755	)	-3.2 %
Laundry and
sundry income	255,125	14,660		240,465	225,470	14,995		6.7 %
	23,349,316	816,996		22,532,320	23,262,080	(729,760	)	-3.1 %
Expenses
Administrative	982,726	18,370		964,356	1,075,120	(110,764	)	-10.3 %
Depreciation and
amortization	4,481,480	437,599		4,043,881	3,884,258	159,623		4.1 %
Interest	5,970,652	356,971		5,613,681	5,478,199	135,482		2.5 %
Management fees	952,539	31,774		920,765	933,655	(12,890	)	-1.4 %
Operating	2,467,742	114,983		2,352,759	2,230,580	122,179		5.5 %
Renting	512,692	12,787		499,905	469,892	30,013		6.4 %
Repairs and
maintenance	3,727,362	129,830		3,597,532	3,210,507	387,025		12.1 %
Taxes and
insurance	2,578,191	85,721		2,492,470	2,485,090	7,380		0.3 %
	21,673,384	1,188,037		20,485,347	19,767,301	718,046		3.6 %
Income before
other income	$ 1,675,932	$ (371,041	)	$ 2,046,973	$ 3,494,779	$ (1,447,806	)	-41.4 %

Rental income for the nine months ended September 30, 2004 was approximately $23,094,000 compared to approximately $23,037,000 for the nine months ended September 30, 2003 an increase of approximately $58,000 (.2%). As indicated in the table above, the increase in rental income is due primarily to the acquisition of the School Street property in April 2003. Rental income at the Partnerships existing properties decreased during the nine months ended September 30, 2004 by approximately $745,000 (3%). The most significant decrease in rental income was at the Westgate Apartments in Woburn, Massachusetts with a decrease of approximately $294,000 (13%). This decrease is due to vacancies and rental concessions given to new tenants in the ongoing effort to stay competitive in a relatively soft rental market at that location. Other significant decreases in rental income were at Redwood Hills of approximately $57,000 (4%), at 1144 Commonwealth Avenue of approximately $55,000 (2%), at Hamilton Oaks of approximately $46,000 (2%), at Brookside of approximately $45,000 (10%), and at North Beacon of approximately $54,000 (5%). Most other residential properties experienced smaller decreases in rental income. Additionally, bad debts increased approximately $35,000.

Total expenses for the nine months ended September 30, 2004 were approximately $21,673,000 compared to approximately $19,767,000 for the nine months ended September 30, 2003, an increase of approximately $1,906,000 (10%). As indicated in the schedule above, approximately $1,188,000 of this increase represents the property acquired in 2003. Other comparable increases include repairs and maintenance expenses of approximately $387,000 (12%), interest expense of approximately $135,000

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(3%), depreciation and amortization expense of approximately $160,000 (4%) and operating expenses of approximately $122,000 (5%). An explanation of these increases is discussed above.

Interest expense increased due to the refinancing of mortgages in 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Partnerships principal source of cash during 2004 and 2003 was the collection of rents as well as the refinancing of Partnership properties during the third quarter of 2003.

The majority of cash and cash equivalents of $6,679,544 at September 30, 2004 and $24,362,328 at December 31, 2003 were held in interest bearing accounts at creditworthy financial institutions.

This decrease of $17,682,784 for the nine months ended September 30, 2004 is summarized as follows:

	Nine Months Ended September — 2004		2003
Cash provided by
operating activities	$ 6,273,278		$ 6,782,153
Cash (used in)
investing activities	(19,925,928	)	(11,262,777	)
Cash provided by
(used in) other financing activities	(535,638	)	14,773,370
Dividends paid	(3,494,496	)	(3,943,761	)
Net increase
(decrease) in cash and cash equivalents	$ (17,682,784	)	$ 6,348,985

The cash provided by operating activities is primarily due to the net income plus depreciation expense. The increase in cash used in investing activities is due to the investments in Partnerships made in August and September 2004. The decrease in cash provided by financing activities is due to the refinancing of some Partnership properties in August 2003.

As discussed previously, the Partnership invested approximately $13,000,000 for a 50% ownership interest in two partnerships in August 2004. See above for a discussion of the investments and the related net loss on these investments. In October 2004, $3,775,000 was received from one of these investments upon the mortgaging of that property.

On August 1, 2003, the Partnership refinanced four mortgage loans with a total outstanding balance of approximately $11,526,000, earning interest at rates ranging from 8.38% to 8.75%. All of these loans matured in 2005. The Partnership borrowed a total of $26,750,000, with interest rates ranging from 4.84% to 5.30%. The new loans are represented by ten-year notes with interest only payments during their entire terms. The total monthly payment on the old loans was approximately $101,000 including principal of approximately $20,000. The total monthly payment on the new loan is approximately $109,000, resulting in an increase in annual payments of approximately $96,000. Annual interest expense will increase approximately $340,000 due to the increased debt. The Partnerships cash

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reserves increased approximately $13,000,000 as a result of this refinancing. There are substantial prepayment penalties if paid before maturity.

On June 30, 2003, the Partnership purchased five condominium units from a group of investors who are also affiliated with the Partnership. In the event any of these units are sold during the three year period commencing on the date of acquisition and the sale price is less than the price paid by the Partnership for such units, Harold Brown has agreed to indemnify the Partnership for the difference. The total purchase price for the five units was $2,421,286 including closing costs. This acquisition was funded from cash reserves. In August 2003, the Partnership obtained a $1,600,000 mortgage loan for three years, with interest only payments at 5.25% and no prepayment penalties, secured by these five condominium units.

On April 25, 2003, the Partnership acquired a 184 unit residential property located at 9 School Street in Framingham, Massachusetts for a total purchase price of $23,368,000. The Partnership obtained a mortgage of $17,000,000 with an interest rate of 5.47%. The balance of approximately $6,368,000 was funded from cash reserves. The mortgage has a ten-year term and is amortized over 30 years, with interest only payments for the first three years. There is a significant prepayment penalty if the mortgage is prepaid prior to its ten-year maturity.

The Partnership paid a quarterly distribution of $6.60 per unit ($0.66 per depositary receipts) on March 31, 2004, June 30, 2004, and $7.00 per unit ($0.70 per depositary receipt) on September 30, 2004. The total distributions paid during the nine months ended September 30, 2004 were $3,494,496. On November 11, 2004, the Partnership voted to pay additional distributions of $ 7.00 per unit ($.70 per depositary receipt) on December 31, 2004.

In February 2003, the Partnership voted to increase the quarterly distribution to $6.60 per unit ($0.66 per depositary receipt) and pay an additional one-time distribution of $3.00 ($0.30 per depositary receipt) per unit for a total distribution of $9.60 per unit payable on March 31, 2003. The total distribution paid to the partners during the nine months ended September 30, 2003 was $3,943,761.

During the quarter ended September 2004, the Partnership completed the construction of ten residential units at the Westgate Apartments in Woburn, Massachusetts for a total cost of approximately $2,400,000. In addition, ten units were completed in October 2004 for a cost of approximately the same amount. The Partnership anticipates obtaining a mortgage on this property of approximately $2,000,000 in late 2004 or early 2005.

During the nine months ended September 30, 2004, the Partnership and its Subsidiary Partnerships completed certain improvements to their properties at a total cost of approximately $3,562,000. The most significant improvements were made at the following properties: approximately $563,000 at Westgate in Woburn, Massachusetts; approximately $523,000 at 62 Boylston Street, Boston, Massachusetts; approximately $294,000 at Westside Colonial in Brockton, Massachusetts; approximately $290,000 at Hamilton Oaks in Brockton, Massachusetts; approximately $238,000 at School Street in Framingham, Massachusetts; approximately $209,000 at 1144 Commonwealth Avenue in Brighton, Massachusetts and approximately $214,000 at Redwood Hills in Worcester,

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Massachusetts. All such improvements were funded from the Partnerships cash reserves and escrow accounts established in connection with the refinancing of applicable properties.

In addition to the improvements made to date in 2004, the Partnership and its Subsidiary Partnerships plan to invest approximately $200,000 in capital improvements during the balance of 2004, the majority of which will be spent at Middlesex, North Beacon Street and River Drive Apartments. These improvements will be funded from escrow accounts established in connection with the refinancing of applicable properties, as well as from the Partnerships cash. Additionally, the Partnership is budgeting approximately $2,000,000 for 2005.

The Partnership anticipates that cash from operations, property sales, mortgage financings and interest-bearing investments will be sufficient to fund its current operations and to finance current improvements to its properties. The Partnerships net income and cash flow may fluctuate dramatically from year to year as a result of the sale of properties, mortgage financings, unanticipated increases in expenses, or the loss of significant tenants.

Factors That May Affect Future Results

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). While forward looking statements reflect managements good faith beliefs when those statements are made, 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 Partnerships control and which can materially affect the Partnerships actual results, performance or achievements for 2004 and beyond.

Along with risks detailed from time to time in the Partnerships filings with the Securities and Exchange Commission, some factors that could cause the Partnerships actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include but are not limited to the following:

The Partnership depends on the real estate markets where its properties are located and these markets may be adversely affected by local economic market conditions, which are beyond the Partnerships control.

The Partnership is subject to the general economic risks affecting the real estate industry, such as dependence on tenants financial condition and the need to enter into new leases or renew leases on terms favorable to tenants in order to generate rental revenues. The Partnership is also impacted by changing economic conditions making alternative housing arrangements more or less attractive to the Partnerships tenants, such as the interest rates on single family home mortgages and the availability and purchase price of single-family homes in the greater Boston metropolitan area.

The Partnership is subject to increases in heating and utility costs that my arise as a result of economic and market conditions and fluctuations in seasonal weather conditions.

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The Partnership may fail to identify, acquire, construct, or develop additional properties; may develop or acquire properties that do not produce a desired or expected yield on invested capital; may be unable to sell poorly-performing or otherwise undesirable properties quickly; or may fail to effectively integrate acquisitions of properties or portfolios of properties.

Given the nature of the real estate business, the Partnership is subject to potential environmental liabilities. These include environmental contamination in the soil at the Partnerships or neighboring real estate, whether caused by the Partnership, previous owners of the subject property or neighbors of the subject property, and the presence of hazardous materials in the Partnerships buildings, such as asbestos, mold and radon gas. Management is not aware of any material environmental liabilities at this time.

Financing or refinancing of Partnership properties may not be available to the extent necessary or desirable, or may not be available on favorable terms.

Insurance coverage for and relating to commercial properties is increasingly costly and difficult to obtain. In addition, insurance carriers have excluded certain specific items from standard insurance policies, which have resulted in increased risk exposure for the Partnership. These include insurance coverage for acts of terrorism and war, and coverage for mold and other environmental conditions. Coverage for these items is either unavailable, or prohibitively expensive.

Market interest rates could adversely affect the market prices for Class A Partnership Units and depositary receipts as well as performance and cash flow.

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.

The residential real estate market in the Greater Boston area has softened and the Partnership anticipates the climate will remain the same in the foreseeable future. This may result in increases in vacancy rates and or/a reduction in rents. The Partnership believes its present cash reserves as well as anticipated rental revenue will be sufficient to fund its current operations, and to finance current planned improvements to its properties and continue dividend payments in the foreseeable future.

Since the Partnerships 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 the Partnerships cash reserves are insufficient to repay existing mortgages or if the Partnership needs additional funds for future acquisitions.

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IItem 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of September 30, 2004, the Partnership and its subsidiary Partnerships collectively have approximately $115,400,000 in long-term debt, all of which have fixed interest rates. Accordingly, the fair value of these debt instruments is affected by changes in market interest rates. For information regarding the fair value and maturity dates of these debt obligations, see Notes 5 and 12 to the Consolidated Financial Statements.

For additional disclosures about market risk, see Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations Factors that May Affect Future Results.

Item 4CONTROLS AND PROCEDURES

Our principal executive officer and principal financial officer have within 90 days of the filing date of this quarterly report, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14© and 15d-14© under the Securities and Exchange Act of 1934, as amended) and have determined that such disclosure controls and procedures are adequate. There have been no significant changes in internal controls or in other factors that could significantly affect our internal controls since the date of evaluation. We do not believe any significant deficiencies or material weaknesses exist in our internal controls. Accordingly, no corrective actions have been taken. We continue to review and document our disclosure controls and procedures, including our internal controls over financial reporting, and may from time to time, make changes aimed at enhancing their effectiveness and to ensure our systems evolve with our business.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a) See the exhibit index below.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Date: November 12,
2004 | |
| --- | --- |
| NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP | |
| By: | NEWREAL, INC., |
| | its General
Partner* |
| By: | /s/
Ronald Brown |
| | Ronald Brown, President |

Functional equivalent of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer

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*EXHIBIT INDEX*

| Exhibit
No. | Description of Exhibit |
| --- | --- |
| (31.1) | Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of Ronald Brown, Principal Executive Officer of
the Partnership (President and a Director of NewReal, Inc., sole General
Partner of the Partnership) |
| (31.2) | Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of Harold Brown, Principal Financial Officer of
the Partnership (Treasurer and a Director of NewReal, Inc., sole General
Partner of the Partnership) |
| (32.1) | Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Ronald Brown, Principal Executive Officer of
the Partnership (President and a Director of NewReal, Inc., sole General
Partner of the Partnership). |
| (32.2) | Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, of Harold Brown, Principal Financial Officer of
the Partnership (Treasurer and a Director of NewReal, Inc., sole General
Partner of the Partnership). |

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