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TABLE OF CONTENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
ý |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2003
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 (State or other jurisdiction of incorporation or organization) |
04-2619298 (I.R.S. employer identification no.) |
|
39 Brighton Avenue, Allston, Massachusetts (Address of principal executive offices) |
02134 (Zip code) |
Registrant's telephone number, including area code: (617) 783-0039
Securities registered pursuant to Section 12(b) of the Act:
| Depositary Receipts (Title of each Class) |
American Stock Exchange (Name of each Exchange on which Registered) |
Securities registered pursuant to Section 12(g) of the Act:
Class A
Limited Partnership Units
(Title of class)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No ý
The aggregate market value of the registrant's securities held by non-affiliates of the registrant was $64,784,650 based on the final sales price on the last business day of the registrant's most recently completed second quarter.
(For this computation, the Registrant has excluded the market value of all Depositary Receipts reported as beneficially owned by executive officers and directors of the General Partner of the Registrant; such exclusion shall not be deemed to constitute an admission that any such person is an affiliate of the Registrant.)
NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
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General
New England Realty Associates Limited Partnership ("NERA" or the "Partnership"), a Massachusetts Limited Partnership, was formed on August 12, 1977 as the successor to five real estate limited partnerships (collectively, the "Colonial Partnerships"), which filed for protection under Chapter XII of the Federal Bankruptcy Act in September 1974. The bankruptcy proceedings were terminated in late 1984. While the Partnership terminates on December 31, 2017, the General Partner may extend, at its sole discretion, the termination date for an additional 40 years.
The authorized capital of the Partnership is represented by three classes of partnership units ("Units"). There are two categories of limited partnership interests ("Class A Units" and "Class B Units") and one category of general partnership interests (the "General Partnership Units"). The Class A Units were issued to creditors and limited partners of the Colonial Partnerships and have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Class A Unit is exchangeable for 10 publicly traded depositary receipts ("Receipts"), which are currently listed on the American Stock Exchange and are registered under Section 12(b) of the Exchange Act. The Class B Units were issued to the original general partners of the Partnership. The General Partnership Units are held by the current general partner of the Partnership, NewReal, Inc. (the "General Partner"). The Class A Units represent an 80% ownership interest, the Class B Units represent a 19% ownership interest, and the General Partnership Units represent a 1% ownership interest.
The Partnership is engaged in the business of acquiring, developing, holding for investment, operating and selling real estate. The Partnership, directly or through 23 subsidiary limited partnerships or limited liability companies, owns and operates various residential apartment buildings, condominium units and commercial properties located in Massachusetts and New Hampshire. As used herein, the Partnership's subsidiary limited partnerships and limited liability companies are each referred to as a "Subsidiary Partnership" and are collectively referred to as the "Subsidiary Partnerships."
The Partnership owns between a 99.67% and 100% interest in each of the Subsidiary Partnerships, except that it owns a 50% interest in one of the Subsidiary Partnerships, a limited liability company (the "Investment LLC") that owns a 40-unit apartment building in Cambridge, Massachusetts (the "Investment Property"). The Partnership's interest in the Investment LLC is accounted for on the equity method of consolidation in the Consolidated Financial Statements. See Note 1 to the Consolidated Financial Statements"Principles of Consolidation." Of those Subsidiary Partnerships not wholly owned by the Partnership, except for the Investment LLC, the remaining ownership interest is held by an unaffiliated third party. In each such case, the third party has entered into a lease agreement with the Partnership, pursuant to which any benefit derived from its ownership interest in the applicable Subsidiary Partnerships will be returned to the Partnership.
The long-term goals of the Partnership are to manage, rent and improve its properties and to acquire additional properties with income and capital appreciation potential as suitable opportunities arise. When appropriate, the Partnership may sell or refinance selected properties with low debt-to-equity ratios. Proceeds from any such sales or refinancings will be reinvested in acquisitions of other properties, distributed to the partners, or used for operating expenses or reserves, as determined by the General Partner.
Operations of the Partnership
The Partnership is managed by the General Partner, NewReal, Inc., a Massachusetts corporation wholly-owned by Harold Brown and Ronald Brown. The General Partner has engaged The Hamilton
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Company, Inc. (the "Hamilton Company" or "Hamilton") to perform general management functions for the Partnership's properties in exchange for management fees. The Hamilton Company is wholly owned by and employs Harold Brown. The Partnership and its Subsidiary Partnerships currently employ 56 individuals who are primarily involved in the supervision and maintenance of specific properties. The General Partner has no employees.
As of February 25, 2004, the Partnership and its Subsidiary Partnerships owned 2,376 residential apartment units in 21 residential and mixed-use complexes (collectively, the "Apartment Complexes"). The Partnership also owns 24 condominium units in a residential condominium complex, all of which are leased to residential tenants (collectively referred to as the "Condominium Units"). Further, the Partnership owns a 50% interest in the Investment Property through its membership in the Investment LLC. The Apartment Complexes, the Condominium Units and the Investment Property are located primarily in the greater metropolitan Boston, Massachusetts area.
Additionally, as of February 25, 2004, the Subsidiary Partnerships owned a commercial shopping center in Framingham, Massachusetts and commercial space in mixed-use buildings in Boston, Brockton and Newton, Massachusetts. These properties are referred to collectively as the "Commercial Properties." See Note 2 to the Consolidated Financial Statements included as a part of this Form 10-K.
The Apartment Complexes, Investment Property, Condominium Units and Commercial Properties are referred to collectively as the "Properties."
Harold Brown and, in certain cases, Ronald Brown, own or have owned interests in certain of the Properties and the Subsidiary Partnerships. See "Item 13. Certain Relationships and Related Transactions."
The leasing of real estate is highly competitive. The Apartment Complexes, Condominium Units and the Investment Property must compete for tenants with other residential apartments and condominium units in the areas in which they are located. The Commercial Properties must compete for commercial tenants with other shopping malls and office buildings in the areas in which they are located. Thus, the level of competition at each Property depends on how many other similarly-situated properties are in its vicinity. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsFactors that May Affect Future Results."
The Second Amended and Restated Contract of Limited Partnership of the Partnership (the "Partnership Agreement") authorizes the General Partner to acquire real estate and real estate related investments from or in participation with either or both of Harold Brown and Ronald Brown, or their affiliates, upon the satisfaction of certain terms and conditions, including the approval of the Partnership's Advisory Committee and limitations on the price paid by the Partnership for such investments. The Partnership Agreement also permits the Partnership's limited partners and the General Partner to make loans to the Partnership, subject to certain limitations on the rate of interest that may be charged to the Partnership. Except for the foregoing, the Partnership does not have any policies prohibiting any limited partner, General Partner or any other person from having any direct or indirect pecuniary interest in any investment to be acquired or disposed of by the Partnership or in any transaction to which the Partnership is a party or has an interest in or from engaging, for their own account, in business activities of the types conducted or to be conducted by the Partnership. The General Partner is not limited in the number or amount of mortgages which may be placed on any Property, nor is there a policy limiting the percentage of Partnership assets which may be invested in any specific Property.
Industry Segments
The Partnership operates in only one industry segmentreal estate, with all of its properties located in the Greater Boston, Massachusetts area. The Partnership does not have any foreign
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operations and its business is not seasonal. Please see our financial statements attached hereto and incorporated by reference herein for financial information relating to our industry segment.
Recent Developments
As more fully described below, the Partnership purchased a 184-unit apartment complex and five condominium units in 2003. There were no property sales in 2003.
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 to the Consolidated Financial Statements for a discussion of certain related parties associated with this acquisition and its financing. 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 within 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. The balance of the purchase was funded from cash reserves. See Note 5 to the Consolidated Financial Statements for a further discussion of this mortgage.
As more fully described in Note 5 to the Consolidated Financial Statements, the Partnership obtained $18,600,000 of new mortgages to finance the 2003 acquisitions and obtained four new mortgages, totaling $26,750,000, on previously mortgaged property with remaining balances of approximately $11,526,000. This increased cash reserves by approximately $13,000,000.
In 2003, the Partnership paid a distribution of $29.40 per Unit ($2.94 per Receipt) for a total payment of $5,085,377. In 2002, the Partnership paid a distribution of $25.60 per Unit ($2.56 per Receipt) for a total payment of $4,428,083. Additionally, in February 2004, the Partnership declared a $6.60 per Unit distribution ($0.66 per Receipt) payable on March 31, 2004.
Additionally during 2003, the Partnership and its Subsidiary Partnerships completed improvements to certain of the Properties at a total cost of approximately $3,135,000. These improvements were funded from cash reserves and, to some extent, escrow accounts established in connection with the financing or refinancing of the applicable Properties. These sources have been adequate to fully fund improvements. The most significant improvements were made at 62 Boylston Street, 1144 Commonwealth Avenue, Hamilton Oaks, Westside Colonial and Westgate Apartments, at a cost of approximately $410,000, $205,000, $260,000, $173,000 and $495,000, respectively. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources."
Advisory Committee
The Partnership has an advisory committee composed of three limited partners who are not general partners or affiliates of the Partnership. The Advisory Committee meets with the General Partner to review the progress of the Partnership, assist the General Partner with policy formation, review the appropriateness, timing and amount of proposed distributions, approve or reject proposed acquisitions and investments with affiliates and advise the General Partner on various other Partnership affairs. The Advisory Committee has no binding power except that it must approve certain investments and acquisitions by the Partnership from or with affiliates of the Partnership.
Two members of the Advisory Committee were elected directors of the General Partner and appointed members of the General Partner's Audit Committee on March 11, 2002, and the third member was elected a director of the General Partner and appointed a member of the General
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Partner's Audit Committee on January 2, 2003. See "Item 10. Directors and Executive Officers of the Registrant."
Available Information
Investor information for the Partnership can be found on its website at www.thehamiltoncompany.com/InvestorRelations.htm. Via its site, the Partnership makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed during 2003. Documents are posted on the site as soon as reasonably practicable after the Partnership electronically files or furnishes such materials to the Securities and Exchange Commission. In addition, the website includes the charter of the Audit Committee of the Board of Directors, and the Partnership's Code of Business Conduct and Ethics applicable to all employees, officers and directors. These documents may be obtained from the website, free of charge. Any security holder also may obtain hard copies of these documents, free of charge, by sending a request in writing to: Director of Investor Relations, New England Realty Associates Limited Partnership, 39 Brighton Avenue, Allston, MA 02134.
The Partnership and its Subsidiary Partnerships own the Apartment Complexes, the Condominium Units and the Commercial Properties. In addition, the Partnership owns a 50% interest in the Investment LLC, which owns the Investment Property.
See also "Item 13. Certain Relationships and Related Transactions" for information concerning affiliated transactions.
Apartment Complexes
The table below lists the location of the 22 Apartment Complexes, the number and type of units in each complex, the range of rents and vacancies as of February 25, 2004, the principal amount outstanding under any mortgages as of December 31, 2003, the fixed interest rates applicable to such mortgages and the maturity dates of such mortgages.
| Apartment Complex |
Number and Type of Units |
Rent Range |
Vacancies |
Mortgage Balance and Interest Rate as of December 31, 2003 |
Maturity Date of Mortgage |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| Avon Street Apartments L.P. 130 Avon Street Malden, MA |
66 units 0 three-bedrooms 30 two-bedrooms 33 one-bedrooms 3 studios |
N/A $1,100-1,175 $760-1,070 $810-900 |
0 | $2,550,000 4.99% |
2013 | |||||
Boylston Downtown L.P. 62 Boylston Street Boston, MA |
269 units 0 three-bedrooms 0 two-bedrooms 53 one-bedrooms 216 studios |
N/A N/A $860-1,900 $580-1,510 |
3 |
$19,500,000 4.84% |
2013 |
|||||
Brookside Associates, LLC 5-7-10-12 Totman Road Woburn, MA |
44 units 0 three-bedrooms 34 two-bedrooms 10 one-bedrooms 0 studios |
N/A $950-1,250 $890-1,160 N/A |
1 |
$2,000,000 7.63% |
2011 |
|||||
5
Clovelly Apartments L.P. 160-170 Concord Street Nashua, NH |
103 units 0 three-bedrooms 53 two-bedrooms 50 one-bedrooms 0 studios |
N/A $750-1,200 $680-780 N/A |
1 |
$2,200,000 8.44% |
2010 |
|||||
Coach L.P. 53-55 Brook Street Acton, MA |
48 units 0 three-bedrooms 24 two-bedrooms 20 one-bedrooms 4 studios |
N/A $975-1,334 $780-1,020 $785-835 |
0 |
$1,500,000 8.46% |
2010 |
|||||
Commonwealth 1137 L.P. 1131-1137 Commonwealth Ave. Allston, MA |
35 units 28 three-bedrooms 5 two-bedrooms 1 one-bedrooms 1 studio |
$1,380-2,200 $1,050-1,470 $540-540 $688-688 |
0 |
$1,800,000 8.44% |
2010 |
|||||
Commonwealth 1144 L.P. 1144-1160 Commonwealth Ave Allston, MA |
261 units 0 three-bedrooms 11 two bedrooms 108 one-bedrooms 142 studios |
N/A $1,015-1,375 $835-1,250 $700-1,050 |
1 |
$7,500,000 8.44% |
2010 |
|||||
Dean Street Associates, LLC 38-48 Dean Street Norwood, MA |
69 units 0 three-bedrooms 66 two-bedrooms 3 one-bedrooms 0 studios |
N/A $800-1,460 $950-1,100 $1,175-1,175 |
0 |
$3,558,420 7.08% |
2008 |
|||||
Executive Apartments L.P. 545-561 Worcester Road Framingham, MA |
73 units 1 three-bedrooms 48 two-bedrooms 24 one-bedrooms 0 studios |
1,350-1,350 $880-1,294 $880-1,055 N/A |
0 |
$1,900,000 8.44% |
2010 |
|||||
Hamilton Oaks Associates, LLC 30-50 Oak Street Extension 40-60 Reservoir Street Brockton, MA |
268 units 0 three-bedrooms 97 two-bedrooms 158 one-bedrooms 13 studios |
N/A $850-1,175 $800-975 $665-825 |
13 |
$11,209,284 7.84% |
2009 |
|||||
Highland Street Apartments L.P. 38-40 Highland Street Lowell, MA |
36 units 0 three-bedrooms 24 two-bedrooms 10 one-bedrooms 2 studios |
N/A $750-860 $650-820 $640-650 |
1 |
$800,000 8.44% |
2010 |
|||||
6
Linhart L.P. 4-34 Lincoln Street Newton, MA |
9 units 0 three-bedrooms 0 two-bedrooms 6 one-bedrooms 3 studios |
N/A N/A $875-1,000 $775-825 |
0 |
$1,700,000 8.46% |
2010 |
|||||
Middlesex Apartments L.P. 132-144 Middlesex Road Newton, MA |
18 units 18 three-bedrooms 0 two-bedrooms 0 one-bedrooms 0 studios |
$1,300-2,500 N/A N/A N/A |
0 |
$1,300,000 8.44% |
2010 |
|||||
Nashoba Apartments L.P. 284 Great Road Acton, MA |
32 units 0 three-bedrooms 32 two-bedrooms 0 one-bedrooms 0 studios |
N/A $1,145-1,570 N/A N/A |
0 |
$2,000,000 5.3% |
2013 |
|||||
North Beacon 140 L.P. 140-154 North Beacon Street Brighton, MA |
64 units 10 three-bedrooms 54 two-bedrooms 0 one-bedrooms 0 studios |
$2,100-2,400 $1,550-2,100 N/A N/A |
1 |
$4,500,000 8.44% |
2010 |
|||||
Oak Ridge Apartments L.P. 135 Chestnut Street Foxboro, MA |
61 units 42 three-bedrooms 19 two-bedrooms 0 one-bedrooms 0 studios |
$1,015-1,371 $835-1,207 N/A N/A |
2 |
$2,700,000 5.04% |
2013 |
|||||
Olde English Apartments L.P. 703-718 Chelmsford Street Lowell, MA |
84 units 0 three-bedrooms 47 two-bedrooms 30 one-bedrooms 7 studios |
N/A $790-1,000 $790-950 $730-830 |
0 |
$1,850,000 8.44% |
2010 |
|||||
Redwood Hills L.P. 376-384 Sunderland Road Worcester, MA |
180 units 0 three-bedrooms 89 two-bedrooms 91 one-bedrooms 0 studios |
N/A $950-1,300 $775-950 N/A |
3 |
$4,750,000 8.44% |
2010 |
|||||
River Drive L.P. 3-17 River Drive Danvers, MA |
72 units 0 three-bedrooms 60 two-bedrooms 5 one-bedrooms 7 studios |
N/A $920-1,060 $820-904 $760-820 |
0 |
$1,850,000 8.44% |
2010 |
|||||
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School Street 9, LLC 9 School Street Framingham, MA |
184 units 0 three-bedrooms 97 two-bedrooms 86 one-bedrooms 1 studios |
N/A $1,150-1,175 $950-995 $950-950 |
2 |
$17,000,000 5.47% |
2013 |
|||||
WCB Associates, LLC 10-70 Westland Street 985-997 Pleasant Street Brockton, MA |
180 units 1 three-bedrooms 94 two-bedrooms 85 one-bedrooms 0 studios |
$980-980 $734-995 $675-880 N/A |
7 |
$4,940,774 6.52% |
2008 |
|||||
Westgate Apartments, LLC 2-20 Westgate Drive Woburn, MA |
220 units 0 three-bedrooms 110 two-bedrooms 110 one-bedrooms 0 studios |
N/A $975-1,500 $890-1,300 N/A |
2 |
$11,011,046 7.07% |
2014 |
See Note 5 to the Consolidated Financial Statements included as part of this Form 10-K for information relating to the mortgages payable of the Partnership and its Subsidiary Partnerships.
Condominium Units
The Partnership owns and leases to residential tenants 24 Condominium Units in the greater Boston, Massachusetts area.
The table below lists the location of the 24 Condominium Units, the type of units, the range of rents received by the Partnership for such units and the number of vacancies as of February 25, 2004.
| Apartment Complex |
Number and Type of Units Owned by Partnership |
Rent Range |
Vacancies |
Mortgage Balance and Interest Rate as of December 31, 2003 |
Maturity Date of Mortgage |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| Harvard Gardens 45-59 Harvard Ave Brookline, MA |
5 units 0 three-bedrooms 4 two-bedrooms 1 one-bedrooms 0 studios |
N/A $2,300-2,600 $1,975-1,975 N/A |
0 | $1,600,000 5.25% |
2006 | |||||
Riverside Apartments 8-20 Riverside Street Watertown, MA |
19 units 0 three-bedrooms 12 two-bedrooms 5 one-bedrooms 2 studios |
N/A $1,190-1,600 $900-1,125 $925-975 |
0 |
$1,726,898 6.00% |
2007 |
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Commercial Properties
BOYLSTON DOWNTOWN LP. In 1995, this Subsidiary Partnership acquired the Boylston Downtown property in Boston, Massachusetts ("Boylston"). This mixed-use property includes 17,218 square feet of rentable commercial space. As of February 25, 2004, the commercial space had a 0% vacancy rate, and the average gross rent per square foot was $20.55. The Partnership also rents roof space for a cellular phone antenna at an average rent of approximately $19,000 per year through July, 2006. For mortgage balance, interest rate and maturity date information, see "Apartment Complexes," above.
HAMILTON OAKS ASSOCIATES, LLC. The Hamilton Oaks Apartment complex, acquired by the Partnership in December 1999 through Hamilton Oaks Associates, LLC, includes 6,075 square feet of rentable commercial space, occupied by a daycare center. As of February 25, 2004, the commercial space was fully occupied, and the average rent per square foot was $15.38. The Partnership also rents roof space for a cellular phone antenna at an average rent of approximately $25,000 per year through November, 2005. For mortgage balance, interest rate and maturity date information, see "Apartment Complexes," above.
LINHART LP. In 1995, the Partnership acquired the Linhart property in Newton, Massachusetts ("Linhart"). This mixed-use property includes 21,555 square feet of rentable commercial space. As of February 25, 2004, the commercial space had a 0% vacancy rate, and the average gross rent per square foot was $21.83. For mortgage balance, interest rate and maturity date information, see "Apartment Complexes," above.
140 NORTH BEACON LP. In 1995, this Subsidiary Partnership acquired the North Beacon property in Boston, Massachusetts ("North Beacon"). This mixed-use property includes 1,000 square feet of rentable commercial space. The property was fully rented as of February 25, 2004, and the average rent per square foot as of that date was $23.90. For mortgage balance, interest rate and maturity date information, see "Apartment Complexes," above.
STAPLES PLAZA. In 1999, the Partnership acquired the Staples Plaza shopping center in Framingham, Massachusetts ("Staples Plaza"). The shopping center consists of 39,600 square feet of rentable commercial space. The Partnership assumed a mortgage in the amount of $5,267,949, which carries a fixed interest rate of 8.00% and matures in the year 2016. As of December 31, 2003, the mortgage had an outstanding balance of $4,464,789. As of February 25, 2004, Staples Plaza was fully occupied, and the average net rent per square foot was $20.13.
Investment Property
345 FRANKLIN, LLC. In November 2001, the Partnership acquired, through this LLC, a 50% interest in a 40-unit apartment building in Cambridge, Massachusetts summarized as follows:
| Apartment Complex |
Number and Type of Units |
Range |
Vacancies |
Mortgage Balance and Interest Rate as of December 31, 2003 |
Maturity Date of Mortgage |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| 345 Franklin, LLC 335-355 Franklin Street Cambridge, MA |
40 Units 0 three-bedrooms 39 two-bedrooms 1 one-bedroom 0 studios |
N/A $1,900-2,400 $1,500 N/A |
0 | $8,023,144 6.90% |
2014 |
This property has a 12-year mortgage, which is amortized on a 30-year schedule, with a final payment of approximately $6,000,000 in 2014.
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See "Item 13. Certain Relationships and Related Transactions" concerning current and former ownership interests held by related parties in certain of the above properties.
The Partnership, the Subsidiary Partnerships and their properties are not presently subject to any material litigation, and, to management's knowledge, there is not any material litigation presently threatened against them. The Partnership and Subsidiary Partnerships are occasionally subject to ordinary routine legal and administrative proceedings incident to the ownership of residential and commercial real estate. Some of the legal and other expenses related to these proceedings are covered by insurance, and none of these costs and expenses are expected to have a material adverse effect on the Consolidated Financial Statements of the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the limited partners of the Partnership during the fourth quarter of the year ended December 31, 2003.
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Each Class A Unit is exchangeable, through Equiserve LP, the Partnership's Depositary Agent, for ten Depositary Receipts ("Receipts"). The Receipts are listed and publicly traded on the American Stock Exchange under the symbol "NEN". Prior to December 13, 2002, the Receipts were listed and publicly traded on NASDAQ under the symbol "NEWRZ". There has never been an established trading market for the Class B Units or General Partnership Units.
In 2003, the high and low bid quotations for the Receipts were $60.90 and $41.50, respectively. The table below sets forth the high and low bids for each quarter of 2003 and 2002 and the distributions paid on the Partnership's depositary receipts:
| |
2003 |
2002 |
||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Low Bid |
High Bid |
Distributions |
Low Bid |
High Bid |
Distributions |
||||||||||||
| First Quarter | $ | 41.50 | $ | 47.50 | $ | 0.96 | $ | 30.15 | $ | 37.25 | $ | 0.64 | ||||||
| Second Quarter | $ | 47.00 | $ | 59.00 | $ | 0.66 | $ | 36.01 | $ | 65.00 | $ | 0.64 | ||||||
| Third Quarter | $ | 53.00 | $ | 58.25 | $ | 0.66 | $ | 34.01 | $ | 43.96 | $ | 0.64 | ||||||
| Fourth Quarter | $ | 49.00 | $ | 60.90 | $ | 0.66 | $ | 34.86 | $ | 42.50 | $ | 0.64 | ||||||
On March 5, 2004, the closing price on the American Stock Exchange for a depositary receipt was $58.00. These quotations reflect inter-dealer bids without retail markup, markdown, or commission and do not necessarily represent actual transactions.
Any portion of the Partnership's cash, which the General Partner deems not necessary for cash reserves, is distributed to the Partners, and distributions are made on a quarterly basis. The Partnership has made annual distributions to its Partners since 1978. In 2003 and 2002, the Partnership made total distributions of $29.40 and $25.60 per Unit, respectively ($2.94 and $2.56 per Receipt, respectively). The total value of the distribution in 2003 was $5,085,377. Total value for 2002 was $4,428,083. In February 2004, the Partnership declared a quarterly distribution of $6.60 per Unit ($0.66 per Receipt) payable on March 31, 2004.
Taxable income reportable by the Partnership and includable in its partner's 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 $700,000 less than statement income for the year ended December 31, 2003 and approximately $50,000 greater than statement income for the year ended December 31, 2002. The cumulative tax basis of the Partnership's real estate at December 31, 2003 is approximately $1,300,000 greater than the statement basis. The lower taxable income in 2003 was substantially due to temporary accelerated depreciation regulations due to expire in 2004. Management does not expect this benefit to be as significant in 2004. Taxable income may exceed financial statement income in future years.
There are no equity compensation plans or arrangements for the Registrant's securities. The Partnership has not sold or issued any non-registered equity securities during the past three years.
See "Item 12. Security Ownership of Certain Beneficial Owners and Management" for certain information relating to the number of holders of each class of Units.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is included on page 32 of this Form 10-K.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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-K, contains forward-looking statements within the meaning of the securities laws. 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.
As a result of the economic climate since 2001, there has been a softening of the entire rental market where the Partnership operates. The softening resulted in industry wide declines in occupancy and revenue and increases in occupancy costs. While the Partnership was not immune to the overall market forces, it believes its active management, planned capital spending of prior years and response to competitive market forces reflect no decline in total same property rents and higher than industry standard occupancy. Increased marketing and turnover costs are reflected in the operations of the portfolio. Management believes that in the long run, the properties' "curb appeal" and competitive position in the marketplace will result in higher revenue and stabilized operating costs. Management believes that 2004 will require continuing additional operational costs to sustain high occupancy levels. However, management actively uses its purchasing power to mitigate utility cost increases, turnover costs, waste disposal costs and increases in insurance premiums while also pursuing aggressive tax abatement processes. While future results may be negatively impacted by the economy, management also believes the acquisition of 9 School Street will offset some of the negative trends.
The Partnership has retained The Hamilton Company ("Hamilton") to manage and administer the Partnership's properties. Hamilton is a full-service real estate management company, which has legal, construction, maintenance, architectural and administrative departments. The Partnership's 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 ownedwholly or partially, directly or indirectlyby Harold Brown. The Partnership's Second Amended and Restated Contract of Limited Partnership (the "Partnership Agreement") expressly provides that the general partner may employ a management company to manage the properties and that such management company may be paid a fee of 4% of rental receipts for administrative and management services (the "Management Fee"). The Partnership annually pays Hamilton the full Management Fee, in monthly installments.
Mr. Brown, his brother Ronald Brown and the President of Hamilton, Carl Valeri, collectively own approximately 19.6% of the Partnership's depositary receiptsrepresenting Class A Units(including depositary receipts held by trusts for the benefit of such persons' family members). Harold Brown also owns 75% of the Partnership's Class B Units, 75% of the capital stock of NewReal, Inc. ("NewReal"), the Partnership's sole general partner, and all of the outstanding capital stock of Hamilton. Ronald Brown owns 25% of the Partnership's Class B Units and 25% of NewReal's capital stock. In addition, Ronald Brown is the President and director of NewReal, and Harold Brown is NewReal's Treasurer and also a director. Three of NewReal's other directors, Thomas Raffoul, Conrad DiGregorio and Edward Sarkesian own immaterial amounts of the Partnership's 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 Partnership's properties. In addition to the Management Fee, from time to time the Partnership pays Hamilton for repair 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.
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Approximately 6% and 7% of the repair and maintenance expenses paid by the Partnership in 2003 and 2002, respectively, was paid to Hamilton. 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 larger Partnership properties have their own maintenance staff. Further, properties that do not have their own maintenance staff but are located more than a reasonable distance from Hamilton's headquarters in Allston, Massachusetts are generally serviced by local, independent companies.
Hamilton's legal department handles most of the Partnership's eviction and collection matters. Additionally, it prepares most long-term commercial lease agreements and represents the Partnership in selected purchase and sale transactions. Overall, Hamilton provided approximately 75% of the legal services paid for by the Partnership in 2003 and approximately 62% of such services during 2002.
R. Brown Partners, which is owned by Ronald Brown, manages the five condominium units located in Brookline, Massachusetts. 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 NERA's Partnership Agreement.
The Partnership requires that three bids be obtained for construction contracts in excess of $5,000. Hamilton may be one of the three bidders on a particular project and may be awarded the contract if its bid and its ability to successfully complete the project are deemed appropriate. For contracts that are not awarded to Hamilton, Hamilton charges the Partnership a construction supervision fee equal to 5% of the contract amount. Hamilton's architectural department also provides services to the Partnership on an as-needed basis. In 2003 and 2002, Hamilton provided all of the construction supervision services and architectural services paid for by the Partnership.
Prior to 1991, the Partnership employed an outside, unaffiliated company to perform its bookkeeping and accounting functions. Since that time, such services have been provided by Hamilton's accounting staff, which consists of approximately ten people. Hamilton currently charges the Partnership $80,000 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 properties are recognized when due from tenants. Residential leases are generally for terms of one year, 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.
Real Estate and Depreciation: Real estate assets are stated at the lower of cost or fair value, 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
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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, kitchen/bath replacements and renovationsare capitalized and depreciated over their estimated useful lives as follows:
If there is an event or change in circumstances that indicates an impairment in the value of a property, the Partnership's 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, the Partnership 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.
RESULTS OF OPERATIONS
Years ended December 31, 2003 and December 31, 2002
The Partnership and its Subsidiary Partnerships earned income before other income and loss and discontinued operations of $4,206,137 during the year ended December 31, 2003, compared to $6,541,199 for the year ended December 31, 2002, a decrease of $2,335,062 (36%). This decrease in operating income before other income and discontinued operations is largely due to an increase in operating expenses of approximately $4,000,000 (17%) offset by an increase in rental income of approximately $1,800,000 (6%). As more fully described below, both increases are substantially due to acquisitions in 2003. Due to a softening residential rental market, rental income at some of the properties declined during the year ended December 31, 2003 offset by increases at other properties while expenses increased at all properties.
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The rental activity is summarized as follows:
| |
Occupancy Date |
|||||
|---|---|---|---|---|---|---|
| |
February 25, 2004 |
March 6, 2003 |
||||
| Residential | ||||||
| Units | 2,400 | 2,211 | ||||
| Vacancies | 37 | 53 | ||||
| Vacancy rate | 1.5 | % | 2.4 | % | ||
Commercial |
||||||
| Total square feet | 85,275 | 85,275 | ||||
| Vacancy | 0 | 0 | ||||
| Vacancy rate | 0 | % | 0 | % | ||
| |
Rental Income (in thousands) Year Ended December 31, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
|||||||||||
| |
Total Operations |
Continuing Operations |
Total Operations |
Continuing Operations |
|||||||||
| Total rents | $ | 30,780 | $ | 30,780 | $ | 29,475 | $ | 29,000 | |||||
| Residential percentage | 93 | % | 93 | % | 91 | % | 93 | % | |||||
| Commercial percentage | 7 | % | 7 | % | 9 | % | 7 | % | |||||
| Contingent rentals | $ | 382 | $ | 382 | $ | 493 | $ | 325 | |||||
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Year Ended December 31, 2003 Compared to Year Ended December 31 2002:
| |
Year Ended December 31, |
|
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Dollar Change |
Percent Change |
|||||||||||
| |
2003 |
2002 |
|||||||||||
| Revenues: | |||||||||||||
| Rental income | $ | 30,779,598 | $ | 29,000,196 | $ | 1,779,402 | 6.1 | % | |||||
| Laundry and sundry income | 313,169 | 273,262 | 39,907 | 14.6 | % | ||||||||
| 31,092,767 | 29,273,458 | 1,819,309 | 6.2 | % | |||||||||
| Expenses | |||||||||||||
| Administrative | 1,486,328 | 1,399,726 | 86,602 | 6.2 | % | ||||||||
| Depreciation and amortization | 5,256,999 | 4,334,660 | 922,339 | 21.3 | % | ||||||||
| Interest | 7,495,174 | 6,567,578 | 927,596 | 14.1 | % | ||||||||
| Management fees | 1,254,603 | 1,202,704 | 51,899 | 4.3 | % | ||||||||
| Operating | 3,051,867 | 2,467,881 | 583,986 | 23.7 | % | ||||||||
| Renting | 595,765 | 356,785 | 238,980 | 67.0 | % | ||||||||
| Repairs and maintenance | 4,386,654 | 3,466,552 | 920,102 | 26.5 | % | ||||||||
| Taxes and insurance | 3,359,240 | 2,936,373 | 422,867 | 14.4 | % | ||||||||
| 26,886,630 | 22,732,259 | 4,154,371 | 18.3 | % | |||||||||
| Income Before Other Income and Discontinued Operations |
4,206,137 | 6,541,199 | (2,335,062 | ) | -35.7 | % | |||||||
| Other Income (Loss) | |||||||||||||
| Interest income | 202,116 | 275,685 | (73,569 | ) | -26.7 | % | |||||||
| Income (loss) from investment in joint venture | (119,887 | ) | (61,787 | ) | (58,100 | ) | 94.0 | % | |||||
| (Loss) on the write-off of property assets | (76,710 | ) | | (76,710 | ) | 100.0 | % | ||||||
| Loss on early extinguishment of debt, net | (1,435,028 | ) | | (1,435,028 | ) | 100.0 | % | ||||||
| Other expenses | (7,500 | ) | | (7,500 | ) | 100.0 | % | ||||||
| (1,437,009 | ) | 213,898 | (1,650,907 | ) | -771.8 | % | |||||||
| Income from Continuing Operations | 2,769,128 | 6,755,097 | (3,985,969 | ) | -59.0 | % | |||||||
| Discontinued Operations | |||||||||||||
| Income from discontinued operations | | 60,738 | (60,738 | ) | -100.0 | % | |||||||
| Gain on sale of real estate from discontinued operations | | 1,009,302 | (1,009,302 | ) | -100.0 | % | |||||||
| | 1,070,040 | (1,070,040 | ) | -100.0 | % | ||||||||
| Net Income | $ | 2,769,128 | $ | 7,825,137 | $ | (5,056,009 | ) | -64.6 | % | ||||