New England Realty Associates Limited Partnership (NEN)

 
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  • 10-K (Mar 27, 2013)
  • 10-K (Mar 12, 2012)
  • 10-K (Mar 7, 2011)
  • 10-K (Mar 11, 2010)
  • 10-K (Mar 16, 2009)

 
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New England Realty Associates Limited Partnership 10-K 2012

Documents found in this filing:

  1. 10-K
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-99.1
  6. Graphic
  7. Graphic

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TABLE OF CONTENTS

Table of Contents

UNITED STATES
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, 2011

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 001-31568



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)

 

NYSE AMEX
(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 checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o    No ý

          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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 amendments to this Form 10-K ý

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller
reporting company)
  Smaller reporting company ý

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

          At June 30, 2011, the aggregate market value of the registrant's securities held by non-affiliates of the registrant was $48,059,978 based on the closing price of the registrant's traded securities on the NYSE Amex Exchange on such date. 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.

          Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1, such that each Depositary Receipt represents one-thirtieth (1/30) of a Class A Unit of the Partnership.

          All references to Depositary Receipts in the report are reflective of the 3-for-1 forward split.

          As of March 1, 2012, there were 105,188 of the registrant's Class A units (3,155,628 Depositary Receipts) of limited partnership issued and outstanding and 24,982 Class B units issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None.

   


Table of Contents

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

TABLE OF CONTENTS

 
   
  PAGE

PART I

       

Item 1.

 

Business

  1

Item 1A.

 

Risk Factors

  5

Item 1B.

 

Unresolved Staff Comments

  10

Item 2.

 

Properties

  10

Item 3.

 

Legal Proceedings

  17

Item 4.

 

Mine Safety Disclosure

  17

PART II

       

Item 5.

 

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  18

Item 6.

 

Selected Financial Data

  20

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

  20

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

  35

Item 8.

 

Consolidated Financial Statements and Supplementary Data

  35

Item 9.

 

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

  35

Item 9A.

 

Controls and Procedures

  35

Item 9B.

 

Other Information

  36

PART III

       

Item 10.

 

Directors, Executive Officers and Corporate Governance

  37

Item 11.

 

Executive Compensation

  41

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  42

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

  45

Item 14.

 

Principal Accounting Fees and Services

  45

PART IV

       

Item 15.

 

Exhibits and Financial Statement Schedules

  46

SIGNATURES

 
S-1

Exhibit Index

 
S-2

Table of Contents

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

PART I

ITEM 1.    BUSINESS

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. In July 2004, the General Partner extended the termination date of the Partnership until 2057, as allowed in the Partnership Agreement.

        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 initially 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 30 publicly traded depositary receipts ("Receipts"), which are currently listed on the NYSE Amex 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 24 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 liabilities 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 in nine limited liability companies (the "Investment Properties" or "Joint Ventures") in which the Partnership has between a 40% and 50% ownership interest. The majority shareholder of the General Partner indirectly owns between 43.2% and 57%, the President of Hamilton owns between 2.5% and 4.5%, and five other management employees of Hamilton own collectively between 0% and 2.3%, respectively. The Partnership's interest in the Investment Properties is accounted for on the equity method in the Consolidated Financial Statements. See Note 1 to the Consolidated Financial Statements—"Principles of Consolidation." See Note 14 to the Consolidated Financial Statements—"Investment in Unconsolidated Joint Ventures" for a description of the properties and their operations. Of those Subsidiary Partnerships not wholly owned by the Partnership, except for the Investment Properties, 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. Proceeds from any such sales or refinancing will be used to reduce debt, reinvested in acquisitions of other properties,

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distributed to the partners, repurchase equity interests, 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 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 Harold Brown and employs Ronald Brown and Harold Brown. The Partnership, Subsidiary Partnerships, and the Investment Properties currently contract with the management company for 47 individuals at the Properties and 19 individuals at the Joint Ventures who are primarily involved in the supervision and maintenance of specific properties. The General Partner has no employees.

        As of February 1, 2012, the Partnership and its Subsidiary Partnerships owned 2,251 residential apartment units in 20 residential and mixed-use complexes (collectively, the "Apartment Complexes"). The Partnership also owns 19 condominium units in a residential condominium complex, all of which are leased to residential tenants (collectively referred to as the "Condominium Units"). The Apartment Complexes, the Condominium Units and the Investment Properties are located primarily in the metropolitan Boston area of Massachusetts.

        As of February 1, 2012, the Subsidiary Partnerships also owned a commercial shopping center in Framingham, Massachusetts, one commercial building in Newton and one in Brookline, 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.

        Additionally, as of February 1, 2012, the Partnership owned between a 40-50% interest in nine residential and mixed use complexes, the Investment Properties, with a total of 799 residential units, one commercial unit, and a parking lot. See Note 14 to the Consolidated Financial Statements for additional information on these investments.

        The Apartment Complexes, Investment Properties, Condominium Units and Commercial Properties are referred to collectively as the "Properties."

        Harold Brown and, in certain cases, Ronald Brown, and officers and employees of the Hamilton Company own or have owned interests in certain of the Properties, Subsidiary Partnerships and Joint Ventures. See "Item 13. Certain Relationships, Related Transactions and Director Independence."

        The leasing of real estate in the metropolitan Boston area of Massachusetts is highly competitive. The Apartment Complexes, Condominium Units and the Investment Properties 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 Operations—Factors 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

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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 segment—real estate. The Partnership does not have any foreign operations, and its business is not seasonal. See the Consolidated Financial Statements attached hereto and incorporated by reference herein for financial information relating to our industry segment.

Unit Distributions

        Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1, such that each Depositary Receipt represents one-thirtieth (1/30) of a Class A Unit of the Partnership.

        All references to Depositary Receipts in the report are reflective of the 3-for-1 forward split.

        In 2011 and 2010, the Partnership paid four quarterly distributions of an aggregate of $28.00 per Unit ($0.93 per Receipt) for a total payment of 3,681,566 in 2011 and $3,687,600 in 2010. In February 2012, the Partnership approved a quarterly distribution of $7.50 per Unit ($0.25 per Receipt), payable on March 31, 2012.

        On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program ("Repurchase Program") under which the Partnership was permitted to purchase, over a period of twelve months, up to 300,000 Depositary Receipts (each of which is one-thirtieth of a Class A Unit). On January 15, 2008, the General Partner authorized an increase in the Repurchase Program from 300,000 to 600,000 Depositary Receipts. On January 30, 2008 the General Partner authorized an increase the Repurchase Program from 600,000 to 900,000 Depositary Receipts. On March 6, 2008, the General Partner authorized the increase in the total number of Depositary Receipts that could be repurchased pursuant to the Repurchase Program from 900,000 to1,500,000. On August 8, 2008, the General Partner re-authorized and renewed the Repurchase Program for an additional 12-month period ended August 19, 2009. On March 22, 2010, the General Partner re-authorized and renewed the Repurchase Program that expired on August 19, 2009. Under the terms of the renewed Repurchase Program, the Partnership may purchase up to 1,500,000 Depositary Receipts from the start of the program in 2007 through March 31, 2015. The Repurchase Program requires the Partnership to repurchase a proportionate number of Class B Units and General Partner Units in connection with any repurchases of any Depositary Receipts by the Partnership based upon the 80%, 19% and 1% fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership's Second Amended and Restate Contract of Limited Partnership. Repurchases of Depositary Receipts or Partnership Units pursuant to the Repurchase Program may be made by the Partnership from time to time in its sole discretion in open market transactions or in privately negotiated transactions. From August 20, 2007 through December 31, 2011, the Partnership has repurchased 1,194,960 Depositary Receipts at an average price of $24.62 per receipt (or $738.60 per underlying Class A Unit), 1,724 Class B Units and 91 General Partnership Units, both at an average

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price of $585.05 per Unit, totaling approximately $30,481,000 including brokerage fees paid by the Partnership.

        On September 17, 2008, the Partnership completed the issuance of an aggregate of 6,642 Class A Units held in treasury to current holders of Class B and General Partner Units upon the simultaneous retirement to treasury of 6,309 Class B Units and 333 General Partner Units pursuant to an equity distribution plan authorized by the Board of Directors of the General Partner on August 8, 2008 and as further described under Item 3.02 of the Partnership's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 18, 2008, which is incorporated herein by reference. Harold Brown, the treasurer of the General Partner, controls 75% of the issued and outstanding Class B Units of the Partnership and 75% of the issued and outstanding equity of the General Partner, Ronald Brown, the brother of Harold Brown and the president of the General Partner, owns 25% of the issued and outstanding Class B Units of the Partnership and 25% of the issued and outstanding equity of the General Partner. The 75% of the issued and outstanding Class B units of the Partnership, controlled by Harold Brown, are owned by HBC Holdings LLC, an entity of which he is the manager.

Property Transactions

        In December 2009, the Partnership refinanced Linhart, LLP, located in Newton, Massachusetts. The new loan is $2,000,000, with a rate of 3.75% over the Libor rate or 4.25% whichever is greater and matures five years from the date of closing. The interest rate as of December 31, 2011 was 4.25%. The loan agreement calls for interest only payments for twenty four months and principal and interest payments for the remainder of the five year period based on a thirty year amortization. The loan proceeds were used to pay off the prior loan of approximately $1,700,000, and closing costs of approximately $38,000. There were no prepayment penalties. The balance of the mortgage outstanding at December 31, 2011 is $2,000,000.

        On March 25, 2010, the Partnership refinanced the Brookside Apartments. The new loan is $2,820,000, matures in 2020 and has an interest rate of 5.81%. The loan is a ten year note however it is being amortized over 30 years. The proceeds of the loan were used to pay off the old mortgage of approximately $1,900,000. There were no prepayment penalties. The balance of the mortgage outstanding at December 31, 2011 is $2,760,540.

        On May 18, 2011, the Partnership sold Avon Street Apartments, a 66 unit residential apartment complex located at 130 Avon Street, Malden, Massachusetts. The sales price was $8,750,000, which resulted in a financial statement gain of approximately $7,700,000. The net proceeds of the sale, of approximately $5,444,000 were held by a qualified intermediary in order for the Partnership to structure a tax free exchange in accordance with Section 1031 of the IRS code. This tax free exchange was completed with the purchase of Battle Green Apartments as described below.

        On June 1, 2011, the Partnership purchased the Battle Green Apartments, a 48 unit residential apartment complex located at 34-42 Worthen Road, Lexington, Massachusetts. The purchase price was $10,000,000. The Partnership used cash reserves, the proceeds from the sale of Avon Street and borrowed $3,998,573 from Harold Brown, Treasurer of the General Partner to make this purchase. This loan had an interest rate of 6% and was secured by the Partnership's ownership interest in Battle Green Apartments, LLC. The term of the loan is four years with a provision requiring payment in whole or in part upon demand within six months of notice or prepay without penalty. On July 27, 2011, the Partnership financed the Battle Green Apartments with a new $5,000,000 mortgage at 4.95% which matures in August 2026. Principal payments will be made using a 30 year amortization schedule. Deferred financing costs associated with this mortgage totaled approximately $100,000 and accordingly the effective interest rate is 5.07%. After paying off the existing loan of $3,998,573, approximately

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$1,000,000 was received by the Partnership. The interest paid on this loan to Harold Brown was $38,123.

        During 2011, the Partnership and its Subsidiary Partnerships completed improvements to certain of the Properties at a total cost of approximately $2,619,000. 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 Westgate Woburn, Olde English , 62 Boylston Street, School Street, Clovelly, and Hamilton Oaks at a cost of approximately $460,000, 316,000, $275,000, $187,000, $186,000, $186,000 and $175,000 respectively. The Partnership plans to invest approximately $1,837,000 in capital improvements in 2012.

Advisory Committee

        On October 29, 2007, Gregory Dube, Robert Nahigian, and Thomas Raffoul were elected to the Advisory Committee. These Advisory Committee members are not affiliated with the General Partner. 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. Per the Partnership Agreement, the Advisory Committee has no binding power except that it must approve certain investments and acquisitions or sales by the Partnership from or with affiliates of the Partnership.

Available Information

        The Partnership's website is www.thehamiltoncompany.com. On its website, the Partnership makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended. These forms are made available as soon as reasonably practical after the Partnership electronically files or furnishes such materials to the Securities and Exchange Commission. In addition, the Partnership's website includes other items related to corporate governance matters, including, among other things, the Partnership's corporate governance guidelines, charters of various committees of the Board of Directors, and the Partnership's code of business conduct and ethics applicable to all employees, officers and directors. Copies of these documents may be obtained, free of charge, from the website. Any shareholder may obtain 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.

ITEM 1A.    RISK FACTORS

        We are subject to certain risks and uncertainties as described below. These risks and uncertainties may not be the only ones we face; there may be additional risks that we do not presently know of or that we currently consider immaterial. All of these risks could adversely affect our business, financial condition, results of operations and cash flows. Our ability to pay distributions on, and the market price of, our equity securities may be adversely affected if any of such risks are realized. All investors should consider the following risk factors before deciding to purchase or sell securities of the Partnership.

        We are subject to risks inherent in the ownership of real estate.    We own and manage multifamily apartment complexes and commercial properties that are subject to varying degrees of risk generally incident to the ownership of real estate. Our financial condition, the value of our properties and our ability to make distributions to our shareholders will be dependent upon our ability to operate our properties in a manner sufficient to generate income in excess of operating expenses and debt service

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charges, which may be affected by the following risks, some of which are discussed in more detail below:

    changes in the economic climate in the markets in which we own and manage properties, including interest rates, the overall level of economic activity, the availability of consumer credit and mortgage financing, unemployment rates and other factors;

    a lessening of demand for the multifamily and commercial units that we own;

    competition from other available multifamily residential and commercial units and changes in market rental rates;

    increases in property and liability insurance costs;

    changes in real estate taxes and other operating expenses (e.g., cleaning, utilities, repair and maintenance costs, insurance and administrative costs, security, landscaping, pest control, staffing and other general costs);

    changes in laws and regulations affecting properties (including tax, environmental, zoning and building codes, and housing laws and regulations);

    weather and other conditions that might adversely affect operating expenses;

    expenditures that cannot be anticipated, such as utility rate and usage increases, unanticipated repairs and real estate tax valuation reassessments or mileage rate increases;

    our inability to control operating expenses or achieve increases in revenues;

    the results of litigation filed or to be filed against us;

    risks related to our joint ventures;

    risks of personal injury claims and property damage related to mold claims because of diminished insurance coverage;

    catastrophic property damage losses that are not covered by our insurance;

    risks associated with property acquisitions such as environmental liabilities, among others;

    changes in market conditions that may limit or prevent us from acquiring or selling properties;

    the perception of tenants and prospective tenants as to the attractiveness, convenience and safety of our properties or the neighborhoods in which they are located; and

    the Partnership does not carry directors and officers insurance.

        We are dependent on rental income from our multifamily apartment complexes and commercial properties.    If we are unable to attract and retain tenants or if our tenants are unable to pay their rental obligations, our financial condition and funds available for distribution to our shareholders will be adversely affected.

        Our multifamily apartment complexes and commercial properties are subject to competition.    Our properties and joint venture investments are located in developed areas that include other properties. The properties also compete with other rental alternatives, such as condominiums, single and multifamily rental homes, owner occupied single and multifamily homes, and commercial properties in attracting tenants. This competition may affect our ability to attract and retain residents and to increase or maintain rental rates.

        The properties we own are concentrated in Eastern Massachusetts and Southern New Hampshire.    Our performance, therefore, is linked to economic conditions and the market for available rental housing

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and commercial space in these states. A decline in the market for apartment housing and/or commercial properties may adversely affect our financial condition, results of operations and ability to make distributions to our shareholders.

        Our insurance may not be adequate to cover certain risks.    There are certain types of risks, generally of a catastrophic nature, such as earthquakes, floods, windstorms, act of war and terrorist attacks that may be uninsurable, or are not economically insurable, or are not fully covered by insurance. Moreover, certain risks, such as mold and environmental exposures, generally are not covered by our insurance. Should an uninsured loss or a loss in excess of insured limits occur, we could lose our equity in the affected property as well as the anticipated future cash flow from that property. Any such loss could have a material adverse effect on our business, financial condition and results of operations.

        Debt financing could adversely affect our performance.    The vast majority of our assets are encumbered by project specific, non-recourse, non-cross-collateralized mortgage debt. There is a risk that these properties will not have sufficient cash flow from operations for payments of required principal and interest. We may not be able to refinance these loans at an amount equal to the loan balance and the terms of any refinancing may not be as favorable as the terms of existing indebtedness. If we are unable to make required payments on indebtedness that is secured by a mortgage, the Partnership will either invest additional money in the property or the property securing the mortgage may be foreclosed with a consequent loss of income and value to us.

        Real estate investments are generally illiquid, and we may not be able to sell our properties when it is economically or strategically advantageous to do so.    Real estate investments generally cannot be sold quickly, and our ability to sell properties may be affected by market conditions. We may not be able to diversify or vary our portfolio promptly in accordance with our strategies or in response to economic or other conditions.

        Our access to public debt markets is limited.    Substantially all of our debt financings are secured by mortgages on our properties because of our limited access to public debt markets.

        Litigation may result in unfavorable outcomes.    Like many real estate operators, we may be involved in lawsuits involving premises liability claims, housing discrimination claims and alleged violations of landlord-tenant laws, which may give rise to class action litigation or governmental investigations. Any material litigation not covered by insurance, such as a class action, could result in substantial costs being incurred. The Partnership does not carry directors and officers liability insurance.

        Our financial results may be adversely impacted if we are unable to sell properties and employ the proceeds in accordance with our strategic plan.    Our ability to pay down debt, reduce our interest costs, repurchase Depositary Receipts and acquire properties is dependent upon our ability to sell the properties we have selected for disposition at the prices and within the deadlines we have established for each respective property.

        The costs of complying with laws and regulations could adversely affect our cash flow and ability to make distributions to our shareholders.    Our properties must comply with Title III of the Americans with Disabilities Act (the "ADA") to the extent that they are "public accommodations" or "commercial facilities" as defined in the ADA. The ADA does not consider apartment complexes to be public accommodations or commercial facilities, except for portions of such properties that are open to the public. In addition, the Fair Housing Amendments Act of 1988 (the "FHAA") requires apartment complexes first occupied after March 13, 1990, to be accessible to the handicapped. Other laws also require apartment communities to be handicap accessible. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants. We may be subject to lawsuits alleging violations of handicap design laws in connection with certain of our developments. If

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compliance with these laws involves substantial expenditures or must be made on an accelerated basis, our ability to make distributions to our shareholders could be adversely affected.

        Under various federal, state and local laws, an owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on, under or in the property. This liability may be imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of the substances. Other law imposes on owners and operators certain requirements regarding conditions and activities that may affect human health or the environment. Failure to comply with applicable requirements could complicate our ability to lease or sell an affected property and could subject us to monetary penalties, costs required to achieve compliance and potential liability to third parties. We are not aware of any material noncompliance, liability or claim relating to hazardous or toxic substances or other environmental matters in connection with any of our properties. Nonetheless, it is possible that material environmental contamination or conditions exist, or could arise in the future, in the apartment communities or on the land upon which they are located.

        We are subject to the risks associated with investments through joint ventures.    Nine of our properties are owned by joint ventures in which we do not have a controlling interest. We may enter into joint ventures, including joint ventures that we do not control, in the future. Any joint venture investment involves risks such as the possibility that the co-venturer may seek relief under federal or state insolvency laws, or have economic or business interests or goals that are inconsistent with our business interests or goals. While the bankruptcy or insolvency of our co-venturer generally should not disrupt the operations of the joint venture, we could be forced to purchase the co-venturer's interest in the joint venture or the interest could be sold to a third party. We also may guarantee the indebtedness of our joint ventures. If we do not have control over a joint venture, the value of our investment may be affected adversely by a third party that may have different goals and capabilities than ours.

        We are subject to risks associated with development, acquisition and expansion of multifamily apartment complexes and commercial properties.    Development projects and acquisitions and expansions of apartment complexes are subject to a number of risks, including:

    availability of acceptable financing;

    competition with other entities for investment opportunities;

    failure by our properties to achieve anticipated operating results;

    construction costs of a property exceeding original estimates;

    delays in construction; and

    expenditure of funds on, and the devotion of management time to, transactions that may not come to fruition.

        We are subject to control by our directors and officers.    The directors and executive officers of the General Partner and members of their families and related entities owned approximately 34% of our depositary receipts as of December 31, 2011. Additionally, management decisions rest with our General Partner without limited partner approval.

        Competition for skilled personnel could increase our labor costs.    We and our management company compete with various other companies in attracting and retaining qualified and skilled personnel who are responsible for the day-to-day operations of our properties. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to offset such added costs by increasing the rates we charge our tenants. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be harmed.

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Table of Contents

        We depend on our key personnel.    Our success depends to a significant degree upon the continued contribution of key members of the management company, who may be difficult to replace. The loss of services of these executives could have a material adverse effect on us. There can be no assurance that the services of such personnel will continue to be available to us. We do not hold key-man life insurance on any of our key personnel.

        Changes in market conditions could adversely affect the market price of our Depositary Receipts.    As with other publicly traded equity securities, the value of our depositary receipts depends on various market conditions, which may change from time to time. Among the market conditions that may affect the value of our depositary receipts are the following:

    the extent of investor interest in us;

    the general reputation of real estate companies and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate companies;

    our financial performance; and

    general stock and bond market conditions.

        The market value of our depositary is based primarily upon the market's perception of our growth potential and our current and potential future earnings and cash distributions. Consequently, our depositary receipts may trade at prices that are higher or lower than our net asset value per depositary receipt.

        We face possible risks associated with the physical effects of climate change.    We cannot predict with the certainty whether climate change is occurring and, if so at what rate. However, the physical effects of climate change could have a material effect on our properties, operations, and business. To the extent climate change causes changes in weather patterns, our markets could experience increases in storm intensity and rising sea levels. Over time, these conditions could result in declining demand for our buildings or the inability of us to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal at our properties. Proposed federal legislation to address climate change could increase utility and other costs of operating our properties which, if not offset by rising rental income, would reduce our net income. There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.

        Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.    In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners, including personally identifiable information of our tenants and employees, in our data centers and on our networks. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations, and damage our reputation, which could adversely affect our business.

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Table of Contents

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 2.    PROPERTIES

        The Partnership and its Subsidiary Partnerships own the Apartment Complexes, the Condominium Units, the Commercial Properties and a 40-50% interest in nine Investment Properties.

        See also "Item 13. Certain Relationships and Related Transactions and Director Independence" for information concerning affiliated transactions.

Apartment Complexes

        The table below lists the location of the 2,251 Apartment Units, the number and type of units in each complex, the range of rents and vacancies as of February 1, 2012, the principal amount outstanding under any mortgages as of December 31, 2011, 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, 2011
  Maturity
Date of
Mortgage
 

Battle Green LLC

  48 units       2   $ 4,969,431     2026  

34–42 Worthen Road

  0 three-bedroom   N/A         4.95 %      

Lexington, MA

  24 two-bedroom   $1,746–2,050                  

  24 one-bedroom   $1,435–1,695                  

  0 studios   N/A                  

Boylston Downtown L.P. 

 

269 units

     

0

 
$

19,500,000
   
2013
 

62 Boylston Street

  0 three-bedroom   N/A         4.84 %      

Boston, MA

  0 two-bedroom   N/A                  

  53 one-bedroom   $1,550–2,200                  

  216 studios   $1,150–1,750                  

Brookside Associates, LLC

 

44 units

     

0

 
$

2,760,540
   
2020
 

5-7–10-12 Totman Road

  0 three-bedroom   N/A         5.81 %      

Woburn, MA

  34 two-bedroom   $1,100–1,305                  

  10 one-bedroom   $1,075–1,150                  

  0 studios   N/A                  

Clovelly Apartments L.P. 

 

103 units

     

2

 
$

4,160,000
   
2023
 

160–170 Concord Street

  0 three-bedroom   N/A         5.62 %      

Nashua, NH

  53 two-bedroom   $865–1,225                  

  50 one-bedroom   $750–925                  

  0 studios   N/A                  

Commonwealth 1137 L.P. 

 

35 units

     

0

 
$

3,750,000
   
2023
 

1131–1137 Commonwealth Ave.

  29 three-bedroom   $1,650–2,300         5.65 %      

Allston, MA

  4 two-bedroom   $1,600                  

  1 one-bedroom   $750                  

  1 studio   $875                  

Commonwealth 1144 L.P. 

 

261 units

     

0

 
$

14,780,000
   
2023
 

1144–1160 Commonwealth Ave.

  0 three-bedroom   N/A         5.61 %      

Allston, MA

  11 two bedroom   $1,025–1,400                  

  109 one-bedroom   $850–1,400                  

  141 studios   $875–1,075                  

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Table of Contents

Apartment Complex
  Number and Type
of Units
  Rent Range   Vacancies   Mortgage Balance
and Interest Rate
As of
December 31, 2011
  Maturity
Date of
Mortgage
 

Courtyard at Westgate, LLC

 

20 units

     

0

  $ 2,000,000     2015  

105–107 Westgate Drive

  0 three-bedroom   N/A         5.25 %      

Burlington, MA

  12 two bedroom   $1,450–1,900                  

  8 one-bedroom   $1,175–1,365                  

  0 studios   N/A                  

Dean Street Associates, LLC

 

69 units

     

2

 
$

5,308,718
   
2014
 

38–48 Dean Street

  0 three-bedroom   N/A         5.13 %      

Norwood, MA

  66 two-bedroom   $1,150–1,275                  

  3 one-bedroom   $1,025                  

  0 studios   N/A                  

Executive Apartments L.P

 

72 units

     

1

 
$

2,415,000
   
2023
 

545–561 Worcester Road

  1 three-bedroom   $1,250         5.59 %      

Framingham, MA

  47 two-bedroom   $950–1,125                  

  24 one-bedroom   $725–1,075                  

  0 studios   N/A                  

Hamilton Oaks Associates, LLC

 

268 units

     

9

 
$

11,925,000
   
2023
 

30–50 Oak Street Extension

  0 three-bedroom   N/A         5.59 %      

40–60 Reservoir Street

  96 two-bedroom   $1,140–1,275                  

Brockton, MA

  159 one-bedroom   $850–1,025                  

  13 studios   $745–850                  

Highland Street Apartments L.P. 

 

36 units

     

0

 
$

1,050,000
   
2023
 

38–40 Highland Street

  0 three-bedroom   N/A         5.59 %      

Lowell, MA

  24 two-bedroom   $825–975                  

  10 one-bedroom   $775–850                  

  2 studios   $750–775                  

Linhart L.P

 

9 units

     

0

 
$

2,000,000
   
2014
 

4–34 Lincoln Street

  0 three-bedroom   N/A         4.25 %      

Newton, MA

  0 two-bedroom   N/A                  

  5 one-bedroom   $750–1,050                  

  4 studios   $925–975                  

Nashoba Apartments L.P. 

 

32 units

     

0

 
$

2,000,000
   
2013
 

284 Great Road

  0 three-bedroom   N/A         5.30 %      

Acton, MA

  32 two-bedroom   $1,115–1,325                  

  0 one-bedroom   N/A                  

  0 studios   N/A                  

North Beacon 140 L.P. 

 

65 units

     

0

 
$

6,937,000
   
2023
 

140–154 North Beacon Street

  10 three-bedroom   $1,950–2,300         5.59 %      

Brighton, MA

  54 two-bedroom   $1,550–1,820                  

  1 one-bedroom   $800                  

  0 studios   N/A                  

Olde English Apartments L.P. 

 

84 units

     

2

 
$

3,080,000
   
2023
 

703–718 Chelmsford Street

  0 three-bedroom   N/A         5.63 %      

Lowell, MA

  47 two-bedroom   $935–1,200                  

  30 one-bedroom   $885–975                  

  7 studios   $825–875                  

Redwood Hills L.P. 

 

180 units

     

5

 
$

6,743,000
   
2023
 

376–384 Sunderland Road

  0 three-bedroom   N/A         5.59 %      

Worcester, MA

  89 two-bedroom   $950–1,175                  

  91 one-bedroom   $800–975                  

  0 studios   N/A                  

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Table of Contents

Apartment Complex
  Number and Type
of Units
  Rent Range   Vacancies   Mortgage Balance
and Interest Rate
As of
December 31, 2011
  Maturity
Date of
Mortgage
 

River Drive L.P. 

 

72 units

     

0

  $ 3,465,000     2023  

3–17 River Drive

  0 three-bedroom   N/A         5.62 %      

Danvers, MA

  60 two-bedroom   $1,000–1,150                  

  5 one-bedroom   $800–975                  

  7 studios   $800–875                  

School Street 9, LLC

 

184 units

     

6

 
$

15,602,731
   
2013
 

9 School Street

  0 three-bedroom   N/A         5.47 %      

Framingham, MA

  96 two-bedroom   $1,085–1,295                  

  88 one-bedroom   $900–1,065                  

  0 studios   N/A                  

WCB Associates, LLC

 

180 units

     

2

 
$

7,000,000
   
2023
 

10–70 Westland Street

  1 three-bedroom   $1,100         5.66 %      

985–997 Pleasant Street

  94 two-bedroom   $995–1,100                  

Brockton, MA

  85 one-bedroom   $820–930                  

  0 studios   N/A                  

Westgate Apartments, LLC

 

220 units

     

1

 
$

8,378,033
   
2014
 

2–20 Westgate Drive

  0 three-bedroom   N/A         7.07 %      

Woburn, MA

  110 two-bedroom   $1,125–1,400                  

  110 one-bedroom   $870–1,275                  

  0 studios   N/A                  

        Current free rent concessions would result in an average reduction in unit rents of less than $8.50 per month per unit. Free rent expense amortized in 2011 was approximately $231,000, compared to approximately $208,000 in 2010.

        On June 1, 2011, the Partnership purchased the Battle Green Apartments, a 48 unit residential apartment complex located at 34-42 Worthen Road, Lexington, Massachusetts. The purchase price was $10,000,000. The purchase price equates to a capitalization rate of 5.0% on the trailing 12 months actual net operating income provided by the seller. Net operating income is equal to earnings before interest, depreciation and income taxes. Based on the Partnerships operating expectation, the capitalization rate for this investment is 6.2%. The Partnership used cash reserves, the proceeds from the sale of Avon Street and borrowed $3,998,573 from Harold Brown, Treasurer of the General Partner to make this purchase. This loan had an interest rate of 6% and was secured by the Partnership's ownership interest in Battle Green Apartments, LLC. On July 27, 2011, the Partnership financed the Battle Green Apartments with a new $5,000,000 mortgage at 4.95% which matures in August 2026. Proceeds for the financing were used to pay off the loan from Harold Brown and the balance was deposited in the Partnerships operating account. Principal payments will be made using a 30 year amortization schedule. See Note 2 to the Consolidated Financial statements for additional information.

        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 19 Condominium Units in the metropolitan Boston area of Massachusetts.

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Table of Contents

        The table below lists the location of the 19 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 1, 2012.

Condominiums
  Number and Type
of Units Owned
by Partnership
  Rent Range   Vacancies   Mortgage Balance
and Interest Rate
As of
December 31, 2011
  Maturity
Date of
Mortgage
 

Riverside Apartments

  19 units         0          

8–20 Riverside Street

  0 three-bedroom   N/A                    

Watertown, MA

  12 two-bedroom   $1,225–1,350                    

  5 one-bedroom   $1,200–1,300                    

  2 studios   $975–1,025                    

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 1, 2012, the commercial space had a 0% vacancy rate, and the average rent per square foot was $24.64. The Partnership also rents roof space for a cellular phone antenna at an average rent of approximately $25,620 per year through June 30, 2016. 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 1, 2012, the commercial space was fully occupied, and the average rent per square foot was $12.00. The Partnership also rents roof space for a cellular phone antenna at an average rent of approximately $34,018 per year through November 2015. 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 1, 2012, the commercial space was fully occupied, and the average rent per square foot was $24.35. For mortgage balance, interest rate and maturity date information see "Apartment Complexes," above.

        NORTH BEACON 140 LP.    In 1995, this Subsidiary Partnership acquired the North Beacon property in Boston, Massachusetts ("North Beacon"). This mixed-use property includes 1,050 square feet of rentable commercial space. The property was fully rented as of February 1, 2012, and the average rent per square foot as of that date was $31.32. 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. As of December 31, 2011, the mortgage had an outstanding balance $6,000,000 with interest rate of 5.97%, matures in 2018. As of February 1, 2012, Staples Plaza was fully occupied, and the average net rent per square foot was $23.87.

        HAMILTON LINEWT ASSOCIATES, LLC.    In 2007, the Partnership acquired a retail block in Newton, Massachusetts. The property consists of approximately 6,000 square feet of rentable commercial space. The property was fully rented at an average rent of $37.92 per square foot. The Partnership obtained a mortgage in January 2008 of $1,700,000 on this property. The mortgage balance at December 31, 2011 is $1,567,232 the interest rate is 5.75% and matures in January 2018.

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Table of Contents

        HAMILTON CYPRESS LLC.    In 2008, the Partnership acquired a medical office building in Brookline, Massachusetts. The property consists of approximately 20,000 square feet of rentable commercial space. The property was fully rented at an average rent of $36.94 per square foot. Three leases covering 12,840 sq feet are expiring on March 31, 2012. The new or renewal rents are expected to be approximately $30.00 per square foot resulting in a decrease in rental income of approximately $90,000 per year. The Partnership assumed a mortgage of approximately $4,011,000. The mortgage balance at December 31, 2011 is $3,769,927; the interest rate is 5.92% and matures in May 2013.

        The following information is provided for commercial leases:

Thru December 31,
  Annual base rent
for expiring leases
  Total square
feet for
expiring leases
  Total number
of leases
expiring
  Percentage of
Annual base rent
for expiring leases
 

2012

  $ 745,785     21,843     14     25 %

2013

    262,941     9,919     6     9 %

2014

    550,459     27,884     9     18 %

2015

    223,014     6,595     4     7 %

2016

    759,741     30,285     6     25 %

2017

    305,641     7,523     2     10 %

2018

    0     0     0     0 %

2019

    123,200     3,850     1     3 %

2020

    64,657     1,106     1     1 %

2021

    64,800     1,800     1     2 %
                   

Totals

  $ 3,100,238     110,805     44     100 %
                   

        Commercial rental income is accounted for using the straight line method. Forty percent of our commercial leases contain rent escalations which range from $0.50 – $2.00 per square foot per year.

Investment Properties

        See Note 14 to the Financial Statements and Exhibit 99.1 for additional information regarding the Investment Properties.

        The Partnership has a 50% ownership interest in the properties summarized below:

Investment Properties
  Number and Type
of Units
  Range   Vacancies   Mortgage Balance
and Interest Rate
As of
December 31, 2011
  Maturity
Date of
Mortgage
 

345 Franklin, LLC

  40 Units         0   $ 7,019,119     2014  

345 Franklin Street

  0 three-bedroom   N/A           6.90%        

Cambridge, MA

  39 two-bedroom   $2,075–2,450                    

  1 one-bedroom   $1,850                    

  0 studios   N/A                    

Hamilton on Main Apartments, LLC

 

148 Units

       
0
 
$

15,887,203
   
2015
 

223 Main Street

  0 three-bedroom   N/A           5.18%        

Watertown, MA

  93 two-bedroom   $1,300–1,725                    

  31 one-bedroom   $1,150–1,475                    

  24 studios   $950–1,175                    

Hamilton Minuteman, LLC

 

42 Units

       
1
 
$

5,500,000
   
2017
 

1 April Lane

  0 three-bedroom   N/A           5.67%        

Lexington, MA

  40 two-bedroom   $1,400–1,700                    

  2 one-bedroom   $1,400–1,500                    

  0 studios   N/A                    

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Table of Contents

Investment Properties
  Number and Type
of Units
  Range   Vacancies   Mortgage Balance
and Interest Rate
As of
December 31, 2011
  Maturity
Date of
Mortgage
 

Hamilton Essex 81 LLC

 

49 Units

        0   $ 8,642,041     2015  

Residential

  0 three-bedroom   N/A           5.79%        

81–83 Essex Street

  11 two-bedroom   $1,355–2,050                    

Boston, Massachusetts

  38 one-bedroom   $1,240–1,445                    

  0 studios   N/A                    

Hamilton Essex Development LLC

 

Parking Lot

           
$

2,144,796
   
2012
 

Commercial

                  2.55%        

81–83 Essex Street

                           

Boston, Massachusetts

                           

Hamilton 1025, LLC

 

48 Units

       
1
 
$

4,995,487
   
2016
 

Units to be retained

  0 three-bedroom   N/A           5.67%        

1025 Hancock Street

  32 two-bedroom   $1,400–1,550                    

Quincy, Massachusetts

  16 one-bedroom   $1,150–1,325                    

  0 studios   N/A                    

Hamilton Bay, LLC(A)

 

15 Units

       
0
 
$

1,668,000
   
2013
 

Units held for sale

  0 three-bedroom   N/A           5.75%        

165–185 Quincy Shore Drive

  0 two-bedroom   N/A                    

Quincy, Massachusetts

  15 one-bedroom   $1,300–1,450                    

  0 studios   N/A                    

Hamilton Bay Apartments, LLC

 

48 Units

       
0
 
$

4,750,000
   
2017
 

165–185 Quincy Shore Drive

  0 three-bedroom   N/A           5.57%        

Quincy, Massachusetts

  24 two-bedroom   $1,250–1,700                    

  24 one-bedroom   $1,250–1,635                    

        The Partnership has a 40% ownership interest in the property summarized below:

 

Hamilton Park Towers, LLC

 

409 Units

       
2
 
$

89,733,192
   
2019
 

175–185 Freeman Street,

  71 three-bedroom   $2,050–3,995           5.57%        

Brookline,

  227 two-bedroom   $2,000–3,325                    

Massachusetts

  111 one-bedroom   $1,550–2,450                    

  0 studios                        

Current free rent concessions would result in an average reduction in unit rents of less than $4.00 per month per unit.

 

(A)
Represents unsold units at February 1, 2012.

        345 FRANKLIN, LLC. In November 2001, the Partnership invested approximately $1,533,000 for a 50% ownership interest in a 40-unit apartment building in Cambridge, Massachusetts. This property has a 12-year mortgage, with a remaining balance at December 31, 2011 of approximately $7,019,000 at 6.9% which is amortized on a 30-year schedule, with a final payment of approximately $6,000,000 in 2014. This investment is referred to as 345 Franklin, LLC.

        HAMILTON ON MAIN, LLC. In August 2004, the Partnership invested $8,000,000 for a 50% ownership interest in a 280-unit apartment complex located in Watertown, Massachusetts. The total purchase price was $56,000,000. As of May 2008, the Partnership sold 137 units as condominiums. Gains from these sales were taxed as ordinary income (approximately $50,000 per unit). The majority of the sales proceeds were applied to reduce the mortgage with the final payment made during the second quarter of 2007. With the sale of the units and the payments of the liabilities, the assets were combined with Hamilton on Main Apartments, LLC. An entity partially owned by the majority shareholder of the General Partner and the President of the management company, 31% and 5%, respectively, was the sales agent and received a variable commission on each sale of 3% to 5%. Hamilton on Main, LLC is known as Hamilton Place.

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        In 2005, Hamilton on Main Apartments, LLC obtained a ten year mortgage on the three buildings to be retained. The mortgage is $16,825,000, with interest only of 5.18% for three years and amortizing on a 30 year schedule for the remaining seven years when the balance is due. The net proceeds after funding escrow accounts and closing costs on the mortgage were approximately $16,700,000, which were used to reduce the existing mortgage. Hamilton on Main LLC paid a fee of approximately $400,000 in connection with this early extinguishment of debt. At December 31, 2011, the remaining balance on the mortgage is approximately $15,887,000.

        HAMILTON MINUTEMAN, LLC. In September 2004, the Partnership invested approximately $5,075,000 for a 50% ownership interest in a 42-unit apartment complex located in Lexington, Massachusetts. The purchase price was $10,100,000. In October 2004, the Partnership obtained a mortgage on the property in the amount of $8,025,000 and returned $3,775,000 to the Partnership. The Partnership obtained a new 10-year mortgage in the amount of $5,500,000 in January 2007. The interest on the new loan is 5.67% fixed for the ten year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan. This loan required a cash contribution by the Partnership of $1,250,000 in December 2006. This investment is referred to as Hamilton Minuteman, LLC.

        HAMILTON ESSEX 81, LLC. On March 7, 2005, the Partnership invested $2,000,000 for a 50% ownership interest in a building comprising 49 apartments, one commercial space and a 50-car surface parking lot located in Boston, Massachusetts. The purchase price was $14,300,000, with a $10,750,000 mortgage. The Partnership plans to operate the building and initiate development of the parking lot. In June 2007, the Partnership separated the parcels, formed an additional limited liability company for the residential apartments and obtained a mortgage on the property. The new limited liability company formed for the residential apartments and commercial space is referred to as Hamilton Essex 81, LLC. In August 2008, the Partnership restructured the mortgages on both parcels at Essex 81 and transferred the residential apartments to Hamilton Essex 81, LLC. The mortgage on Hamilton Essex 81, LLC is $8,600,000 with interest only at 5.79% due in August 2015. The mortgage on Essex Development, LLC, or the parking lot is $2,144,796 with a variable interest rate of 2.25% over the daily Libor rate (0.3% at December 31, 2011) and was originally due in August 2011. This loan was extended to August 2012 with the same conditions except for the addition of fixed principal payments in the amount of $4,301 per month. Harold Brown has issued a personal guaranty up to $1,000,000 of this mortgage. In the event that he is obligated to make payments to the lender as a result of this guaranty, the Partnership and other investors have, in turn, agreed to indemnify him for their proportionate share of any such payments. The investment in the parking lot is referred to as Hamilton Essex Development, LLC; the investment in the apartments is referred to as Hamilton Essex 81, LLC.

        HAMILTON 1025, LLC. On March 2, 2005, the Partnership invested $2,352,000 for a 50% ownership interest in a 176-unit apartment complex with an additional small commercial building located in Quincy, Massachusetts. The purchase price was $23,750,000. The Partnership sold 127 of the units as condominiums and retained 49 units for long-term investment. The Partnership obtained a new 10-year mortgage in the amount of $5,000,000 on the units to be retained by the Partnership. The interest on the new loan is 5.67% fixed for the 10 year term with interest only payments for five years and amortized over a 30 year period for the balance of the loan term. At December 31, 2011, the mortgage balance is approximately $4,995,000. This investment is referred to as Hamilton 1025, LLC.

        HAMILTON BAY, LLC. On October 3, 2005, the Partnership invested $2,500,000 for a 50% ownership interest in a 168-unit apartment complex in Quincy, Massachusetts. The purchase price was $30,875,000. The Partnership plans to sell the majority of units as condominium and retain 48 units for long-term investment. Gains from the sales of units will be taxed at ordinary income rates (approximately $47,000 per unit). In February 2007, the Partnership refinanced the 48 units which will be retained with a new mortgage in the amount of $4,750,000 with an interest rate of 5.57%, interest only for five years. The loan will be amortized over 30 years thereafter and matures in March 2017.

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This investment is referred to as Hamilton Bay Apartments, LLC. In April 2008, the Partnership refinanced an additional 20 units and obtained a new mortgage in the amount of $2,368,000 with interest at 5.75%, interest only, which matures in 2013. As of February 1, 2012, the Partnership sold 105 units, the proceeds of which went to pay down the mortgage on the property. The balance on the new mortgage is approximately $1,668,000 at December 31, 2011. This investment is referred to as Hamilton Bay, LLC.

        HAMILTON PARK TOWERS, LLC On October 28, 2009 the Partnership invested approximately $15,925,000 in a joint venture to acquire a 40% interest in a residential property located in Brookline, Massachusetts. The property, referred to as Dexter Park, is a 409 unit residential complex. The purchase price was $129,500,000. The total mortgage is $89,914,000 with an interest rate of 5.57% and it matures in 2019. The mortgage calls for interest only payments for the first two years of the loan and amortized over 30 years thereafter. The balance of this mortgage is approximately $89,733,000 at December 31, 2011. In order to fund this investment, the Partnership used approximately $8,757,000 of its cash reserves and borrowed approximately $7,168,000 with an interest rate of 6% from HBC Holdings, LLC, an entity owned by Harold Brown and his affiliates ("HBC"). The term of the loan is four years with a provision requiring payment in whole or in part upon demand by HBC with six months notice. On August 17, 2010, HBC gave six months written notice to the Partnership requesting a principal pay down of $2,500,000. During the fourth quarter of 2010, the Partnership paid HBC $2,500,000 as requested. During 2011, the Partnership elected to make principal payments of $1,000,000 on August 1, 2011, $1,000,000 on October 3, 2011, and an additional $1,000,000 on December 15, 2011 reducing the loan balance to $1,668,600. This loan will remain subject to the original terms of the Note, including HBC's right to demand payment of the balance of the loan in whole or in part upon six months notice. The interest paid during the year ended December 31, 2011 and 2010 was $238,673 and $414,740, respectively. This loan is collateralized by the Partnership's 99% ownership interest in 62 Boylston Street. A majority of the apartments were leased at the time of the acquisition. As a result, the Partnership amortized the intangible assets associated with the "in place" leases over a 12 month period which began in November 2009. The total monthly amortization was approximately $407,000 which at 40% reduced the Partnership's income by approximately $163,000 per month. For the year ended December 31, 2010 the total amortization in connection with these leases was approximately $4,073,000, of which the Partnership's share was approximately $1,629,000. The intangible asset was fully amortized effective November 2010. This investment, Hamilton Park Towers, LLC is referred to as Dexter Park. See Note 18 for subsequent principle payment to HBC.

ITEM 3.    LEGAL PROCEEDINGS

        The Partnership, the Subsidiary Partnerships, and the Investment Properties 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 properties 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.    MINE SAFETY DISCLOSURE

        Not applicable.

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ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        Each Class A Unit is exchangeable, through Computershare Trust Company ("Computershare") (formerly Equiserve LP), the Partnership's Depositary Agent, for 30 Depositary Receipts ("Receipts"). The Receipts are listed and publicly traded on the NYSE Amex Exchange under the symbol "NEN." There has never been an established trading market for the Class B Units or General Partnership Units.

        In 2011, the high and low bid quotations for the Receipts were $24.84 and $20.45 respectively. The table below sets forth the high and low bids for each quarter of 2011 and 2010 and the distributions paid on the Partnership's Depositary Receipts:

        Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1, such that each Depositary Receipt represents one-thirtieth (1/30) of a Class A Unit of the Partnership. All references to Depositary Receipts in the report are reflective of the 3-for-1 forward split.

 
  2011   2010  
 
  Low Bid   High Bid   Close   Distributions   Low Bid   High Bid   Close   Distributions  

First Quarter

  $ 21.35   $ 22.58   $ 22.27   $ 0.233   $ 17.58   $ 22.67   $ 22.67   $ 0.233  

Second Quarter

  $ 21.75   $ 23.85   $ 22.90   $ 0.233   $ 18.40   $ 23.33   $ 20.00   $ 0.233  

Third Quarter

  $ 20.53   $ 24.00   $ 22.98   $ 0.233   $ 19.50   $ 21.86   $ 21.66   $ 0.233  

Fourth Quarter

  $ 20.45   $ 24.84   $ 23.75   $ 0.233   $ 20.67   $ 23.33   $ 22.00   $ 0.233  

Distribution to Limited & General Partners were:

 
  2011   2010  

Class A—Limited Partners (80%)

  $ 2,945,253   $ 2,950,080  

Class B—Limited Partners (19%)

    699,497     700,644  

Class C—General Partner (1%)

    36,816     36,876  
           

Total

  $ 3,681,566   $ 3,687,600  
           

        On March 1, 2012, the closing price on the NYSE Amex Exchange for a Depositary Receipt was $27.41. There were 3,022,398 Depositary Receipts outstanding and 4,441 Units (representing 133,230 receipts) held by 1,124 record holders.

        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 each of 2011 and 2010, the Partnership made total distributions of $28.00 per Unit, ($0.93 per Receipt). The total value of the distribution in 2011 was $3,681,566 and $3,687,600 in 2010. In January 2012, the Partnership declared a quarterly distribution of $7.50 per Unit ($0.25 per Receipt) payable on March 31, 2012.

        See "Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for certain information relating to the number of holders of each class of Units. The Partnership does not have any securities authorized for issuance pursuant to any equity compensation plans.

        On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program ("Repurchase Program") under which the Partnership was permitted to purchase, over a period of twelve months, up to 300,000 Depositary Receipts (each of which is one-tenth of a Class A Unit). On

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January 15, 2008, the General Partner authorized an increase in the Repurchase Program from 300,000 to 600,000 Depositary Receipts. On January 30, 2008 the General Partner authorized an increase the Repurchase Program from 600,000 to 900,000 Depositary Receipts. On March 6, 2008, the General Partner authorized the increase in the total number of Depositary Receipts that could be repurchased pursuant to the Repurchase Program from 900,000 to1, 500,000. On August 8, 2008, the General Partner re-authorized and renewed the Repurchase Program for an additional 12-month period ended August 19, 2009. On March 22, 2010, the General Partner re-authorized and renewed the Repurchase Program that expired on August 19, 2009. Under the terms of the renewed Repurchase Program, the Partnership may purchase up to 1,500,000 Depositary Receipts from the start of the program in 2007 through March 31, 2015. The Repurchase Program requires the Partnership to repurchase a proportionate number of Class B Units and General Partner Units in connection with any repurchases of any Depositary Receipts by the Partnership based upon the 80%, 19% and 1% fixed distribution percentages of the holders of the Class A, Class B and General Partner Units under the Partnership's Second Amended and Restate Contract of Limited Partnership. Repurchases of Depositary Receipts or Partnership Units pursuant to the Repurchase Program may be made by the Partnership from time to time in its sole discretion in open market transactions or in privately negotiated transactions. From August 20, 2007 through December 31, 2011, the Partnership has repurchased 1,194,960 Depositary Receipts at an average price of $24.62 per receipt (or $738.60 per underlying Class A Unit), 1,724 Class B Units and 91 General Partnership Units, both at an average price of $585.05 per Unit, totaling approximately $30,481,000 including brokerage fees paid by the Partnership.

        On September 17, 2008, the Partnership completed the issuance of an aggregate of 6,642 Class A Units held in treasury to current holders of Class B and General Partner Units upon the simultaneous retirement to treasury of 6,309 Class B Units and 333 General Partner Units pursuant to an equity distribution plan authorized by the Board of Directors of the General Partner on August 8, 2008 and as further described under Item 3.02 of the Partnership's Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 18, 2008, which is incorporated herein by reference. Harold Brown, the treasurer of the General Partner, owns 75% of the issued and outstanding Class B Units of the Partnership and 75% of the issued and outstanding equity of the General Partner, Ronald Brown, the brother of Harold Brown and the president of the General Partner, owns 25% of the issued and outstanding Class B Units of the Partnership and 25% of the issued and outstanding equity of the General Partner.

        See Note 8 to the Consolidated Financial Statements for information concerning this repurchase program.

NYSE Amex Compliance

        On September 9, 2011, the Partnership received a notification letter from the Corporate Compliance Department of the NYSE Amex LLC (the "NYSE Amex") indicating that as of June 30, 2011 the Partnership was not in compliance with the minimum stockholders' equity requirement for continued listing of the Partnership's Depositary Receipts on the NYSE Amex. Specifically, the Partnership was not in compliance with Section 1003(a)(i) of the NYSE Amex Company Guide (the "Company Guide") since it reported stockholders' equity of less than $2,000,000 at June 30, 2011 and had incurred losses from continuing operations and/or net losses in two out of its three most recent fiscal years ended December 31, 2010.

        The Partnership was afforded the opportunity to submit a plan of compliance (the "Compliance Plan") to the NYSE Amex and on October 4, 2011 the Partnership presented its Compliance Plan to the NYSE Amex.

        On November 10, 2011, the NYSE Amex notified the Partnership that it accepted the Partnership's Compliance Plan. On January 6, 2012, the NYSE Amex notified the Partnership that as a result of the

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Partnership's 3-for-1 forward split of its Depositary Receipts on January 3, 2012, the Partnership has resolved it continued listing deficiency and now qualifies for the market capitalization exception in Section 1003(a) of the Company Guide.


COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among New England Realty Assoc. L.P., the NYSE Amex Composite Index,
and the FTSE NAREIT All REITs Index

GRAPHIC

*$100 invested on 12/31/06 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.

        The Partnership does not have any securities authorized for issuance under any equity compensation plans that are subject to disclosure under Item 201(d) of Regulation S-K.

ITEM 6.    SELECTED FINANCIAL DATA

        The information required by this Item is included on page 47 of this Form 10-K.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

        Certain information contained herein includes forward looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Liquidation Reform Act of 1995 (the "Act"). Forward looking statements in this report, or which management may make orally or in written form from time to time, reflect management's good faith belief when those statements are made, and are based on information currently available to management. Caution should be exercised in interpreting and relying on such forward looking statements, the realization of which may be impacted by known and unknown risks and uncertainties, events that may occur subsequent to the forward looking statements, and other factors which may be beyond the Partnership's control and which can materially affect the Partnership's actual results, performance or achievements for 2011 and beyond. Should one or more of the risks or uncertainties mentioned below materialize, or should underlying

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assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update our forward looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

        Along with risks detailed in Item 1A and from time to time in the Partnership's filings with the Securities and Exchange Commission, some factors that could cause the Partnership's actual results, performance or achievements to differ materially from those expressed or implied by forward looking statements include but are not limited to the following:

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

    The Partnership is subject to the general economic risks affecting the real estate industry, such as dependence on tenants' financial condition, the need to enter into new leases or renew leases on terms favorable to tenants in order to generate rental revenues and our ability to collect rents from our tenants.

    The Partnership is also impacted by changing economic conditions making alternative housing arrangements more or less attractive to the Partnership's 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 significant expenditures associated with each investment, such as debt service payments, real estate taxes, insurance and maintenance costs, which are generally not reduced when circumstances cause a reduction in revenues from a property.

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

    Civil disturbances, earthquakes and other natural disasters may result in uninsured or underinsured losses.

    Actual or threatened terrorist attacks may adversely affect our ability to generate revenues and the value of our properties.

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

    The Partnership properties face competition from similar properties in the same market. This competition may affect the Partnership's ability to attract and retain tenants and may reduce the rents that can be charged.

    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 Partnership's 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 Partnership's buildings, such as asbestos, lead, mold and radon gas. Management is not aware of any material environmental liabilities at this time.

    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

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      environmental conditions. Coverage for these items is either unavailable or prohibitively expensive.

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

    Changes in income tax laws and regulations may affect the income taxable to owners of the Partnership. These changes may affect the after-tax value of future distributions.

    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.

    Risk associated with the use of debt to fund acquisitions and developments.

    Competition for acquisitions may result in increased prices for properties.

    Any weakness identified in the Partnership's internal controls as part of the evaluation being undertaken could have an adverse effect on the Partnership's business.

    Ongoing compliance with Sarbanes-Oxley Act of 2002 may require additional personnel or systems changes.

        The foregoing factors should not be construed as exhaustive or as an admission regarding the adequacy of disclosures made by the Partnership prior to the date hereof or the effectiveness of said Act. The Partnership expressly disclaims any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

        Since the Partnership's long-term goals include the acquisition of additional properties, a portion of the proceeds from the refinancing and sale of properties is reserved for this purpose. If available acquisitions do not meet the Partnership's criteria, the Partnership may purchase additional depositary receipts. The Partnership will consider refinancing existing properties if the Partnership's cash reserves are insufficient to repay existing mortgages or if the Partnership needs additional funds for future acquisitions.

        In 2011, our local economy improved at a pace faster than at the national level. The supply and demand imbalance in favor of the property owner has occurred due to the combination of local employment gains, limited new rental housing and continued stringent single family lending standards. Although the regional industry average rental vacancy was 4%, our portfolio's average vacancy for the year was under 2%. These events created upward pressure on rental rates for both new and renewing leases. In addition, property owners are seeing the virtual elimination of concessions and leasing commissions. Management expects revenues for 2012 to outpace 2011 given the 4th quarter revenues that are already in place for the majority of 2012.

        As anticipated, revenue for 2011 increased by 5.6% or approximately $1,800,000 compared to 2010. Despite an extremely cold and white winter, any increases in operating expenses were offset by wholesale declines in bad debt, administrative expenses, leasing commissions and rental concessions. For the entire year, operating expenses, excluding non cash expense of depreciation and amortization, were only 2.2% above previous year's experience resulting in an 8.8% increase in core Net Operating Income. . Management is forecasting another year of revenue growth and barring a repeated winter of 2011, expects operating expenses to remain stagnant. These improvements will be the result of revenue already in place, expected increases given market conditions and the further reductions in leasing commission costs and bad debt.

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        The Joint Ventures are experiencing similar occupancy, revenue and operating expense improvements. Dexter Park, the largest joint venture, is expected to outperform 2011 on all facets of operations. In contrast to occupancy when acquired (94%), Dexter Park had one vacant unit at year end and will continue to see revenue grow.

        Management believes opportunities exist within the portfolio's maturing long term debt and will be balancing the debt levels and interest rate opportunities during 2012. Though the Stock Repurchase program is current, there were no shares repurchased during 2011. Management continues to balance the investment alternatives against cash liquidity and current share price. Management believes the recent increase in distributions in 2012 is appropriate given the sustained performance of the portfolio balanced against future earnings that the Partnership will be incurring.

        The Stock Repurchase Program that was initiated in 2007 has purchased 1,194,960 Depositary Receipts through February 2012 or 29% of the outstanding class A Depositary Receipts. The Partnership has retained The Hamilton Company ("Hamilton") to manage and administer the Partnership's and Joint Ventures' Properties. Hamilton is a full-service real estate management company, which has legal, construction, maintenance, architectural, accounting and administrative departments. The Partnership's properties represent approximately 36% of the total properties and 45% of the residential properties managed by Hamilton. Substantially all of the other properties managed by Hamilton are owned, wholly or partially, directly or indirectly, by Harold Brown. The Partnership's Second Amended and Restated Contract of Limited Partnership (the "Partnership Agreement") expressly provides that the general partner may employ a management company to manage the properties, and that such management company may be paid a fee of up to 4% of rental receipts for administrative and management services (the "Management Fee"). The Partnership pays Hamilton the full annual Management Fee, in monthly installments.

        At March 1, 2012, Harold Brown, his brother Ronald Brown and the President of Hamilton, Carl Valeri, collectively own approximately 39% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons' family members). Harold Brown also controls 75% of the Partnership's Class B Units, 75% of the capital stock of NewReal, Inc. ("NewReal"), the Partnership's sole general partner, and all of the outstanding stock of Hamilton. Ronald Brown also owns 25% of the Partnership's Class B Units and 25% of NewReal's capital stock. In addition, Ronald Brown is the President and director of NewReal and Harold Brown is NewReal's Treasurer and a director. One of NewReal's directors, Roberta Ornstein also owns immaterial amounts of the Partnership's Class A receipts. The 75% of the issued and outstanding Class B units of the Partnership, controlled by Harold Brown, are owned by HBC Holdings LLC, an entity of which he is the manager.

        In addition to the Management Fee, the Partnership Agreement further provides for the employment of outside professionals to provide services to the Partnership and allows NewReal to charge the Partnership for the cost of employing professionals to assist with the administration of the Partnership's properties. Additionally, from time to time, the Partnership pays Hamilton for repairs and maintenance services, legal services, construction services and accounting services. The costs charged by Hamilton for these services are at the same hourly rate charged to all entities managed by Hamilton, and management believes such rates are competitive in the marketplace.

        Residential tenants sign a one year lease. In 2011, tenant renewals were approximately 60% with an average rental increase of approximately 2%, new leases accounted for approximately 40% with rental rate increases of approximately 2% to 4%. In 2011, leasing commissions decreased approximately 42% from 2010, while tenant concessions decreased approximately 37% from 2010. Tenant improvements were approximately $1,195,000 in 2011, compared to approximately $1,388,000in 2010, a decrease of approximately $193,000 (14%).

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        Hamilton accounted for approximately 4.4% of the repair and maintenance expense paid for by the Partnership in the year ended December 31, 2011 and 6.5% in the year ended December 31, 2010. Of the funds paid to Hamilton for this purpose, the great majority was to cover the cost of services provided by the Hamilton maintenance department, including plumbing, electrical, carpentry services, and snow removal for those properties close to Hamilton's headquarters. However, several of the larger Partnership properties have their own maintenance staff. Further, those properties that do not have their own maintenance staff and are located more than a reasonable distance from Hamilton's headquarters in Allston, Massachusetts are generally serviced by local, independent companies.

        Hamilton's legal department handles most of the Partnership's eviction and collection matters. Additionally, it prepares most long-term commercial lease agreements and represents the Partnership in selected purchase and sale transactions. Overall, Hamilton provided approximately 69% and 76% of the legal services paid for by the Partnership during the years ended December 31, 2011 and 2010, respectively.

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

        The Partnership requires that three bids be obtained for construction contracts in excess of $5,000. Hamilton may be one of the three bidders on a particular project and may be awarded the contract if its bid and its ability to successfully complete the project are deemed appropriate. For contracts that are not awarded to Hamilton, Hamilton charges the Partnership a construction supervision fee equal to 5% of the contract amount. Hamilton's architectural department also provides services to the Partnership on an as-needed basis. In 2011, Hamilton provided the Partnership approximately $56,000 in construction and architectural services, compared to $32,000 for the year ended December 31, 2010.

        Prior to 1991, the Partnership employed an outside, unaffiliated company to perform its bookkeeping and accounting functions. Since that time, such services have been provided by Hamilton's accounting staff, which consists of approximately 14 people. In 2011, Hamilton charged the Partnership $125,000 per year ($31,250 per quarter) for bookkeeping and accounting services. In 2012, Hamilton will charge the Partnership $125,000 for bookkeeping and accounting services ($31,250 per quarter.)

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

        The preparation of the consolidated financial statements, in accordance with accounting principles generally accepted in the United States of America, requires the Partnership to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The Partnership regularly and continually evaluates its estimates, including those related to acquiring, developing and assessing the carrying values of its real estate properties and its investments in and advances to joint ventures. The Partnership bases its estimates on historical experience, current market conditions, and on various other assumptions that are believed to be reasonable under the circumstances. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgment. The Partnership's critical accounting policies are those which require assumptions to be made about such matters that are highly uncertain. Different estimates could have a material effect on the Partnership's financial results. Judgments and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances. See Note 1 to the Consolidated Financial Statements, Principles of Consolidation.

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        Revenue Recognition:    Rental income from residential and commercial properties is recognized over the term of the related lease. For residential tenants, amounts 60 days in arrears are charged against income. The commercial tenants are evaluated on a case by case basis. Certain leases of the commercial properties provide for increasing stepped minimum rents, which are accounted for on a straight-line basis over the term of the lease. Concessions made on residential leases are also accounted for on the straight-line basis.

        Discontinued Operations and Rental Property Held for Sale:    When assets are identified by management as held for sale, the Partnership discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management's opinion, the net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.

        If circumstances arise that previously were considered unlikely and, as a result, the Partnership decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.

        Rental Properties:    Rental properties are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred; improvements and additions are capitalized. When assets are retired or otherwise disposed of, the cost of the asset and related accumulated depreciation is eliminated from the accounts, and any gain or loss on such disposition is included in income. Fully depreciated assets are removed from the accounts. Rental properties are depreciated by both straight-line and accelerated methods over their estimated useful lives. Upon acquisition of rental property, the Partnership estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Partnership allocated the purchase price to the assets acquired and liabilities assumed based on their fair values. The Partnership records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Partnership considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

        Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management's evaluation of the specific characteristics of each tenant's lease and the Partnership's overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Partnership's existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

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        In the event that facts and circumstances indicate that the carrying value of a rental property may be impaired, an analysis of the value is prepared. The estimated future undiscounted cash flows are compared to the asset's carrying value to determine if a write-down to fair value is required.

        Impairment:    On an annual basis management assesses whether there are any indicators that the value of the Partnership's rental properties may be impaired. A property's value is impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Partnership's estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management's assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved. The Partnership has not recognized an impairment loss since 1995.

        Rental Property Held for Sale and Discontinued Operations:    When assets are identified by management as held for sale, the Partnership discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management's opinion, the net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.

        Investments in Partnerships:    The Partnership accounts for its 40%-50% ownership in the Investment Properties under the equity method of accounting, as it exercises significant influence over, but does not control these entities. These investments are recorded initially at cost, as Investments in Partnerships, and subsequently adjusted for the Partnership's share in earnings, cash contributions and distributions. Under the equity method of accounting, our net equity is reflected on the consolidated balance sheets, and our share of net income or loss from the Partnership is included on the consolidated statements of income.

        With respect to investments in and advances to the Investment Properties, the Partnership looks to the underlying properties to assess performance and the recoverability of carrying amounts for those investments in a manner similar to direct investments in real estate properties. An impairment charge is recorded if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property.

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

RESULTS OF OPERATIONS

Years Ended December 31, 2011 and December 31, 2010

        The Partnership and its Subsidiary Partnerships earned income before interest expense, loss from investments in unconsolidated joint ventures and other income and loss of approximately $11,365,000 during the year ended December 31, 2011, compared to approximately $10,339,000 for the year ended December 31, 2010, an increase of approximately $1,025,000 (9.9%).

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        The rental activity is summarized as follows:

 
  Occupancy Date  
 
  February 1, 2012   February 1, 2011  

Residential

             

Units

    2,270     2,288  

Vacancies

    32     79  

Vacancy rate

    1.4 %   3.5 %

Commercial

             

Total square feet

    110,949     110,949  

Vacancy

    0     0  

Vacancy rate

    0 %   0 %

 

 
  Rental Income (in thousands)
Year Ended December 31,
 
 
  2011   2010  
 
  Total
Operations
  Continuing
Operations
  Total
Operations
  Continuing
Operations
 

Total rents

  $ 33,958   $ 33,609   $ 32,726   $ 31,816  

Residential percentage

    90 %   90 %   90 %   90 %

Commercial percentage

    10 %   10 %   10 %   10 %

Contingent rentals

  $ 633   $ 633   $ 653   $ 653  

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        Year Ended December 31, 2011 Compared to Year Ended December 31, 2010:

 
  Year Ended December 31,    
   
 
 
  Dollar
Change
  Percent
Change
 
 
  2011   2010  

Revenues:

                         

Rental income

  $ 33,608,799   $ 31,816,175   $ 1,792,624     5.6 %

Laundry and sundry income

    426,803     439,782     (12,979 )   (3.0 )%
                   

    34,035,602     32,255,957     1,779,645     5.5 %
                   

Expenses

                         

Administrative

    1,707,408     1,772,599     (65,191 )   (3.7 )%

Depreciation and amortization

    5,910,746     5,531,509     379,237     6.9 %

Management fees

    1,404,467     1,330,157     74,310     5.6 %

Operating

    4,080,647     3,784,401     296,246     7.8 %

Renting

    365,110     528,686     (163,576 )   (30.9 )%

Repairs and maintenance

    5,056,054     4,886,724     169,330     3.5 %

Taxes and insurance

    4,146,554     4,082,588     63,966     1.6 %
                   

    22,670,986     21,916,664     754,322     3.4 %
                   

Income Before Other Income and Discontinued Operations

    11,364,616     10,339,293     1,025,322     9.9 %
                   

Other Income (Loss)

                         

Interest expense

    (7,965,422 )   (8,053,628 )   88,206     (1.1 )%

Interest income

    3,861     5,932     (2,071 )   (34.9 )%

(Loss) from investment in unconsolidated joint ventures

    (1,913,800 )   (3,869,996 )   1,956,196     (50.5 )%

Other income (loss)

        (700 )   700     (100.0 )%
                   

    (9,875,361 )   (11,918,392 )   2,043,031     (17.1 )%
                   

Income (loss) from Continuing Operations

    1,489,255     (1,579,099 )   3,068,353     (194.3 )%
                   

Discontinued Operations

                         

Income from discontinued operations

    81,567     219,867     (138,300 )   (62.9 )%

Gain on the sale of real estate from discontinued operations

    7,720,459         7,720,459     100.0 %
                   

    7,802,026     219,867     7,582,159     3,448.5 %
                   

Net Income (loss)

  $ 9,291,281   $ (1,359,232 ) $ 10,650,512     (783.6 )%
                   

        Rental income from continuing operations for the year ended December 31, 2011 was approximately $33,609,000, compared to approximately $31,816,000 for the year ended December 31, 2010, an increase of approximately $1,793,000 (5.6%). There are a number of factors which can be attributed to this increase as follows: the acquisition of the Battle Green Apartments in June 2011 resulted in an increase of approximately $552,000; the amortization in 2010 of approximately $404,000 in connection with the free rents granted to tenants; a approximately 2% drop in the vacancies; and rental rate increases of approximately 2% - 4% in 2011. The Partnership Properties with the most significant increases in rental income include 62 Boylston Street, Hamilton Oaks, Westgate Woburn, Westside Colonial and 1144 Commonwealth Avenue with increases of approximately $184,000, $151,000, $58,000, $55,000 and $38,000, respectively. Included in rental income is contingent rentals collected on commercial properties. Contingent rentals include such charges as bill backs of common area maintenance charges, real estate taxes, and utility charges.

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        Operating expenses from continuing operations for the year ended December 31, 2011 were approximately $22,671,000 compared to approximately $21,917,000 for the year ended December 31, 2010, an increase of approximately $754,000 (3.4%). The most significant factors contributing to this increase were an increase in depreciation and amortization expenses of approximately $379,000 (6.9%) due to the acquisition of the Battle Green Apartments in June 2011; an increase in operating expenses of approximately $296,000 (7.8%) due to increases in snow removal and water and sewer charges, an increase in repairs and maintenance expenses of approximately $169,000 (3.5%) due to repairs at the properties to maintain occupancy and an increase in taxes and insurance of approximately $64,000 (1.6%) due to increases in real estate taxes.

        These increases are offset by a decrease in renting expenses of approximately $164,000 (30.9%) due to a decrease in rental commissions and related rental expenses due to the increased demand for apartments and the lower vacancy levels, and a decrease in administrative expenses of approximately $65,000 (3.7%) due to a decrease in administrative payroll.

        Interest expense for the year ended December 31, 2011 was approximately $7,965,000 compared to approximately $8,054,000 for the year ended December 31, 2010, a decrease of approximately $89,000 (1.1%). This decrease is due to a lower level of debt in 2011 compared to 2010.

        At December 31, 2011, the Partnership has between a 40% and 50% ownership interests in nine different Investment Properties. See a description of these properties included in the section titled Investment Properties as well as Note 14 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.

        As described in Note 14 to the Consolidated Financial Statements, the Partnership's share of the net loss from the Investment Properties was approximately $1,914,000 for the year ended December 31, 2011, compared to approximately $3,870,000 for the year ended December 31, 2010, a decrease in the loss of approximately $1,956,000. This decrease in loss is due to the amortization of the in place leases of approximately $1,600,000 in 2010. Included in the loss for the year ended December 31, 2011 is depreciation and amortization expense of approximately $3,707,000. The allocable loss for the year ended December 31, 2011 associated with the October 2009 investment in Dexter Park is approximately $1,152,000 of which approximately $2,279,000 is depreciation and amortization.

        Interest income for the year ended December 31, 2011 was approximately $3,900 compared to approximately $5,900 for the year ended December 31, 2010, a decrease of approximately $2,000. This decrease is due to a drop in interest rates as well as a decrease in cash available for investment.

        In June 2011, the Partnership sold the Avon Street Apartments located in Malden, Massachusetts. The net income from Avon Street for 2011was approximately $82,000 and the gain on the sale of Avon Street was approximately $7,720,000. This is included in income from discontinued operations.

        As a result of the changes discussed above, net income for the year ended December 31, 2011 was approximately $9,291,000 compared to a loss of approximately $1,359,000 for the year ended December 31, 2010, an increase in income of approximately $10,650,000.

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Years Ended December 31, 2010 and December 31, 2009 (as adjusted for discontinued operations)

        The Partnership and its Subsidiary Partnerships earned income before interest expense, loss from investments in unconsolidated joint ventures and other income and loss of approximately $10,688,000 during the year ended December 31, 2010, compared to approximately $11,170,000 for the year ended December 31, 2009, a decrease of approximately $482,000.

        The rental activity is summarized as follows:

 
  Occupancy Date  
 
  February 1, 2011   February 2, 2010  

Residential

             

Units

    2,288     2,288  

Vacancies

    79     63  

Vacancy rate

    3.5 %   2.8 %

Commercial

             

Total square feet

    110,949     110,949  

Vacancy

    0     2,384  

Vacancy rate

    0 %   2.1 %

 

 
  Rental Income (in thousands)
Year Ended December 31,
 
 
  2010   2009  
 
  Total
Operations
  Continuing
Operations
  Total
Operations
  Continuing
Operations
 

Total rents

  $ 32,726   $ 31,816   $ 32,828   $ 31,956  

Residential percentage

    90 %   90 %   91 %   91 %

Commercial percentage

    10 %   10 %   9 %   9 %

Contingent rentals

  $ 653   $ 653   $ 583   $ 583  

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        Year Ended December 31, 2010 Compared to Year Ended December 31, 2009:

 
  Year Ended December 31,    
   
 
 
  Dollar
Change
  Percent
Change
 
 
  2010   2009  

Revenues:

                         

Rental income

  $ 31,816,175   $ 31,956,150     (139,975 )   (0.4 )%

Laundry and sundry income

    439,782     406,005     33,777     8.3 %
                   

    32,255,957     32,362,155     (106,198 )   (0.3 )%
                   

Expenses

                         

Administrative

    1,772,599     1,757,143     15,456     0.9 %

Depreciation and amortization

    5,531,509     5,754,785     (223,276 )   (3.9 )%

Management fees

    1,330,157     1,304,687     25,470     2.0 %

Operating

    3,784,401     3,922,974     (138,573 )   (3.5 )%

Renting

    528,686     523,477     5,209     1.0 %

Repairs and maintenance

    4,886,724     4,697,769     188,955     4.0 %

Taxes and insurance

    4,082,588     3,594,388     488,200     13.6 %
                   

    21,916,664     21,555,223     361,441     1.7 %
                   

Income Before Other Income and Discontinued Operations

    10,339,293     10,806,932     (467,639 )   (4.3 )%
                   

Other Income (Loss)

                         

Interest expense

    (8,053,628 )   (7,810,983 )   (242,645 )   3.1 %

Interest income

    5,932     44,739     (38,807 )   (86.7 )%

Casualty income

        15,696     (15,696 )   (100.0 )%

(Loss) from investment in unconsolidated joint ventures

    (3,869,996 )   (1,687,258 )   (2,182,738 )   129.4 %

Other income (loss)

    (700 )   4,493     (5,193 )   (115.6 )%
                   

    (11,918,392 )   (9,433,313 )   (2,485,079 )   26.3 %
                   

Income (loss) from Continuing Operations

    (1,579,099 )   1,373,619     (2,952,718 )   (215.0 )%
                   

Discontinued Operations

                         

Income (loss) from discontinued operations

    219,867     238,919     (19,052 )   (8.0 )%

Gain on the sale of real estate from discontinued operations

                 
                   

    219,867     238,919     (19,052 )   (8.0 )%
                   

Net Income (loss)

  $ (1,359,232 ) $ 1,612,538   $ (2,971,770 )   (184.3 )%
                   

        Rental income from continuing operations for the year ended December 31, 2010 was approximately $31,816,000, compared to approximately $31,956,000 for the year ended December 31, 2009, a decrease of approximately $140,000 (0.4%). This decrease is due to the amortization of approximately $404,000 in connection with the free rent granted to tenants. The majority of Partnership Properties had increases in rental revenue; the ones with the most significant increases include Westgate Woburn, 62 Boylston Street, Redwood Hills, North Beacon Street, and 1131 Commonwealth Avenue with increases of approximately $104,000, $92,000, $91,000, $75,000 and $70,000.

        Operating expenses from continuing operations for the year ended December 31, 2010 were approximately $21,917,000 compared to approximately $21,555,000 for the year ended December 31, 2009, an increase of approximately $362,000 (1.7%). The most significant factors contributing to this decrease were an increase in taxes and insurance of approximately $488,000 due primarily to real estate

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tax increases and an increase in repairs and maintenance expenses of approximately $189,000 due to repairs at many properties to maintain occupancy.

        These increases are offset by a decrease in depreciation and amortization expense of approximately $223,000 (3.9%) due to the significant amount of 5-10 year property becoming fully depreciated: and a decrease in operating expenses of approximately $138,000 (3.5%) due to lower snow removal costs due a milder winter in 2010 and lower utility costs due in part to the installation of new more efficient heating systems.

        Interest expense for the year ended December 31, 2010 was approximately $8,054,000 compared to approximately $7,811,000 for the year ended December 31, 2009, an increase of approximately $243,000 (3.1%). This increase is due to a higher average level of debt in 2010 compared to 2009.

        At December 31, 2010, the Partnership has between a 40% and 50% ownership interests in nine different Investment Properties. See a description of these properties included in the section titled Investment Properties as well as Note 14 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.

        As described in Note 14 to the Consolidated Financial Statements, the Partnership's share of the net loss from the Investment Properties was approximately $3,870,000. Included in this loss is depreciation and amortization expense of approximately $5,222,000. The allocable loss associated with the October 2009 investment in Dexter Park is approximately $2,956,000 of which approximately $3,771,000 is depreciation and amortization. The allocable amortization expense at Dexter Park was approximately $1,600,000 less in 2011. In 2009, the Partnership's share of loss was approximately $1,687,000.

        Interest income for the year ended December 31, 2010 was approximately $5,900 compared to approximately $45,000 for the year ended December 31, 2009, a decrease of approximately $39,000. This decrease is due to a drop in interest rates as well as a decrease in cash available for investment.

        In June 2011, the Partnership sold the Avon Street Apartments located in Malden, Massachusetts. The net income from Avon Street for 2010 was approximately $220,000 and is included in income from discontinued operations.

        As a result of the changes discussed above, net loss for the year ended December 31, 2010 was approximately $1,359,000 compared to net income of approximately $1,612,000 for the year ended December 31, 2009, a decrease in income of approximately $2,972,000.

LIQUIDITY AND CAPITAL RESOURCES

        The Partnership's principal source of cash during 2011 and 2010 was the collection of rents and refinancing of Partnership properties. The majority of cash and cash equivalents of $4,050,157 at December 31, 2011 and $3,245,361 at December 31, 2010 were held in interest bearing accounts at creditworthy financial institutions.

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        This increase of $804,796 at December 31, 2011 is summarized as follows:

 
  Year Ended December 31,  
 
  2011   2010  

Cash provided by operating activities

  $ 9,091,123   $ 8,313,602  

Cash (used in) investing activities

    (2,980,150 )   (1,250,539 )

Cash (used in) provided by financing activities

    (1,624,611 )   (2,468,854 )

Repurchase of Depositary Receipts, Class B and General Partner Units

        (540,911 )

Distributions paid

    (3,681,566 )   (3,687,600 )
           

Net increase (decrease) in cash and cash equivalents

  $ 804,796   $ 365,698  
           

        The cash provided by operating activities is primarily due to the collection of rents less cash operating expenses. The increase in cash used in investing activities is due to the acquisition of Battle Green Apartments in June 2011, significant improvements to Partnership properties offset by the sale of Avon Street in May 2011. The decrease in cash used in financing activities is due to the refinancing of properties in 2011, the buyback of receipts in 2010 and the principal pay down of mortgage notes payable in 2010. The Partnership did not buy any receipts in 2011.

        During 2011, the Partnership and its Subsidiary Partnerships completed improvements to certain of the Properties at a total cost of approximately $2,619,000. 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 Westgate Woburn, Olde English, 62 Boylston Street, School Street, Clovelly, Redwood Hills, and Hamilton Oaks, at a cost of approximately $460,000, $316,000, $275,000, $187,000, $186,000, $186,000, and $175,000 respectively. The Partnership plans to invest approximately $1,837,000 in capital improvements in 2012.

        On June 1, 2011, the Partnership purchased the Battle Green Apartments, a 48 unit residential apartment complex located at 34-42 Worthen Road, Lexington, Massachusetts. The purchase price was $10,000,000. The Partnership used cash reserves, the proceeds from the sale of Avon Street and borrowed $3,998,573 from Harold Brown, Treasurer of the General Partner to make this purchase. This loan had an interest rate of 6% and was secured by the Partnership's ownership interest in Battle Green Apartments, LLC. The term of the loan is four years with a provision requiring payment in whole or in part upon demand within six months of notice or prepay without penalty. On July 27, 2011, the Partnership financed the Battle Green Apartments with a new $5,000,000 mortgage at 4.95% which matures in August 2026. Principal payments will be made using a 30 year amortization schedule. Deferred financing costs associated with this mortgage totaled approximately $100,000 and accordingly the effective interest rate is 5.07%. After paying off the existing loan of $3,998,573, approximately $1,000,000 was received by the Partnership. The interest paid on this loan to Harold Brown was $38,123.

        On May 18, 2011, the Partnership sold Avon Street Apartments, a 66 unit residential apartment complex located at 130 Avon Street, Malden, Massachusetts. The sales price was $8,750,000, which resulted in a gain of approximately $7,700,000. The net proceeds of the sale, of approximately $5,444,000 were held by a qualified intermediary in order for the Partnership to structure a tax free exchange in accordance with Section 1031 of the IRS code. This tax free exchange was completed with the purchase of Battle Green Apartments.

        In 2010 the Partnership repurchased 20,688 Class A Depositary Receipts, 164 Class B Units and 9 General Partnership Units for a total cost of $540,911 ($432,920, $102,591 and $5,400 respectively). The purchase was funded from cash received from the refinancing of Partnership properties in 2010 and 2009. There were no purchases of Depositary Receipts in 2011.

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        On March 25, 2010, the Partnership refinanced the NERA Brookside Associates, LLC. The new loan is $2,820,000, matures in 2020 and has an interest rate of 5.81%. The loan is a ten year note amortized over 30 years. The proceeds of the loan were used to pay off the old mortgage of approximately $1,900,000. There were no prepayment penalties.

        In December 2009, the Partnership refinanced Linhart, LLP, located in Newton, Massachusetts. The new loan is $2,000,000, with a rate of 3.75% over the Libor rate or 4.25% whichever is greater and matures five years from the date of closing. The interest rate as of December 31, 2011 was 4.25%. The loan agreement calls for interest only payments for twenty four months and principal and interest payments for the remainder of the five year period based on a thirty year amortization. The loan proceeds were used to pay off the prior loan of approximately $1,700,000, and closing costs of approximately $38,000.

        On October 28, 2009 the Partnership invested approximately $15,925,000 in a joint venture to acquire a 40% interest in a residential property located in Brookline, Massachusetts. The property, referred to as Dexter Park, is a 409 unit residential complex. The purchase price was $129,500,000. The total mortgage is $89,914,000 with an interest rate of 5.57% and it matures in 2019. The mortgage calls for interest only payments for the first two years of the loan and amortized over 30 years thereafter. The balance of this mortgage is $89,733,000 at December 31, 2011. In order to fund this investment, the Partnership used approximately $8,757,000 of its cash reserves and borrowed approximately $7,168,000 with an interest rate of 6% from HBC Holdings, LLC, an entity owned by Harold Brown and his affiliates ("HBC"). The term of the loan is four years with a provision requiring payment in whole or in part upon demand by HBC with six months notice. On August 17, 2010, HBC gave six months written notice to the Partnership requesting a principal pay down of $2,500,000. During the fourth quarter of 2010, the Partnership paid HBC $2,500,000 as requested. During 2011, the Partnership elected to make principal payments of $1,000,000 on August 1, 2011, $1,000,000 on October 3, 2011, and an additional $1,000,000 on December 15, 2011 reducing the loan balance to $1,668,600. This loan will remain subject to the original terms of the Note, including HBC's right to demand payment of the balance of the loan in whole or in part upon six months notice. The interest paid during the year ended December 31, 2011 and 2010 was approximately $238,673 and $414,740, respectively. This loan is collateralized by the Partnership's 99% ownership interest in 62 Boylston Street. A majority of the apartments were leased at the time of the acquisition. As a result, the Partnership amortized the intangible assets associated with the "in place" leases over a 12 month period which began in November 2009. The total monthly amortization was approximately $407,000 which at 40% reduced the Partnership's income by approximately $163,000 per month. For the year ended December 31, 2010 the total amortization in connection with these leases was approximately $4,073,000, of which the Partnership's share was approximately $1,629,000. The intangible asset was fully amortized effective November 2010. This investment, Hamilton Park Towers, LLC is referred to as Dexter Park. See Form 8-K filed on January 13, 2010 for more information regarding this acquisition.

        During the year ended December 31, 2011, the Partnership received distributions of approximately $1,400,000 from the investment properties of which $970,000 was from Dexter Park. In 2012, Dexter Park will increase principal payments on its mortgage by approximately $1,000,000. The Partnership's share of this increased amortization is approximately $400,000, which may result in a decrease in the distributions from the investment properties.

        The Partnership paid quarterly distributions of $7.00 per Unit ($0.23 per Receipt) on March 31, 2011, June 30, 2011, September 30, 2011 and December 31, 2011. The total distributions paid during the year ended December 31, 2011 were $3,681,566 and $3,687,600 during the year ended December 31, 2010.

        In January 2012, the Partnership approved a distribution of $7.50 per Unit ($0.25 per Receipt) payable March 31, 2012.

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        The Partnership anticipates that cash from operations and interest bearing accounts will be sufficient to fund its current operations pay distributions, make required debt payments and to finance current improvements to its properties. The Partnership may also sell or refinance properties. The Partnership's net income and cash flow may fluctuate dramatically from year to year as a result of the sale or refinancing of properties, increases or decreases in rental income or expenses, or the loss of significant tenants.

Off-Balance Sheet Arrangements-Joint Venture Indebtedness

        As of December 31, 2011, the Partnership had between a 40%-50% ownership interest in nine Joint Ventures, all of which have mortgage indebtedness. We do not have control of these partnerships and therefore we account for them using the equity method of consolidation. At December 31, 2011, our proportionate share of the non-recourse debt related to these investments was approximately $61,107,000. See Note 14 to the Consolidated Financial Statements.

Contractual Obligations

        See Notes 5 and 14 to the Consolidated Financial Statements for a description of mortgage notes payable. The Partnerships have no other material contractual obligations to be disclosed.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        As of December 31, 2011, the Partnership, its Subsidiary Partnerships and the Investment Properties collectively have approximately $280,990,000 in long-term debt, substantially all of which pays interest at fixed rates. Accordingly, the fair value of these debt instruments is affected by changes in market interest rates. These mortgages and note payable mature through 2026. For information regarding the fair value and maturity dates of these debt obligations, see Item 2. Properties and Note 5 to the Consolidated Financial Statements—"Mortgage Notes Payable," Note 12 to the Consolidated Financial Statements—"Fair Value Measurements" and Note 14 to the Consolidated Financial Statements—"Investment in Unconsolidated Joint Ventures."

        For additional disclosure about market risk, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors That May Affect Future Results".

ITEM 8.    CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The financial statements of the Partnership appear on pages F-1 through F-34 of this Form 10-K and are indexed herein under Item 15(a)(1).

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

ITEM 9A.    CONTROLS AND PROCEDURES

        Disclosure Controls and Procedures.    We have evaluated the design and operation of our disclosure controls and procedures to determine whether they are effective in ensuring that the disclosure of required information is timely made in accordance with the Securities Exchange Act of 1934 ("Exchange Act") and the rules and forms of the Securities and Exchange Commission. This evaluation was made under the supervision and with the participation of management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") of our General Partner as of the end of the period covered by this annual report on Form 10-K. The CEO and CFO have concluded, based on their reviews, that our disclosure controls and procedures, as defined in Exchange Act

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Rules 13a-15(e) and 15d-15(e), are effective to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

        Management's Report on Internal Control over Financial Reporting.    We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. We assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control—Integrated Framework". Based on that assessment and those criteria, our management, with the participation of the CEO and CFO of the General Partner concluded that our internal control over financial reporting is effective as of December 31, 2011.

        We believe that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        Changes in Internal Control over Financial Reporting.    There were no changes in our internal control over financial reporting during the fourth quarter of 2011 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

        Not applicable

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, AND COPORATE GOVERNANCE

        Our General Partner, New Real, Inc. is a Massachusetts corporation wholly owned by Harold Brown and Ronald Brown, who are brothers. Harold Brown and Ronald Brown were individual general partners of the Partnership until May 1984, when NewReal, Inc. replaced them as the sole General Partner of the Partnership. The General Partner is responsible for making all decisions and taking all action deemed by it necessary or appropriate to conduct the business of the Partnership.

        The General Partner engages The Hamilton Company, Inc. to manage the properties of the Partnership and its Subsidiary Partnerships. The Hamilton Company, Inc. is wholly owned by Harold Brown. See "Item 11. Executive Compensation" for information concerning fees paid by the Partnership to The Hamilton Company during 2011.

        Because the General Partner has engaged The Hamilton Company as the manager for the Properties, the General Partner has no employees.

        The directors of the General Partner are Ronald Brown, Harold Brown, Guilliaem Aertsen, Roberta Ornstein and David Aloise. The directors of the General Partner hold office until their successors are duly elected and qualified.

        Ronald Brown and Harold Brown hold all of the executive officer positions of the General Partner. The executive officers of the General Partner serve at the pleasure of the Board of Directors.

        On June 14, 2001, the Board of Directors of the General Partner created an Audit Committee, in accordance with Section 3(a)(58)(A) of the Exchange Act, consisting of three members, and approved the charter of the Audit Committee. As of November 6, 2007, the Audit Committee consisted of Guilliaem Aertsen, David Aloise, and Roberta Ornstein. The Board of Directors of the General Partner has determined that Guilliaem Aertsen is an audit committee financial expert, as that term is defined in Item 407 of Securities and Exchange Commission Regulation S-K.

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        The following table sets forth the name and age of each director and officer of the General Partner and each such person's principal occupation and affiliation during the preceding five years.

Name and Position
  Age   Other Position
Ronald Brown, President and Director (since 1984)     76   Co-General Partner since the Partnerships formation in 1977. Associate, Hamilton Realty Company (since 1967); President, Treasurer, Clerk and Director of R. Brown Partners Inc. (since 1985), a real estate management company; Member, Greater Boston Real Estate Board (since 1981); Director, Brookline Chamber of Commerce (since 1978); Trustee of Reservations (since 1988); Director, Brookline Music School (since 1993); President, Brookline Chamber of Commerce (1990-1992); Director, Coolidge Corner Theater Foundation (1990-1993); President, Brookline Property Owner's Association (1981-1990); Trustee, Brookline Hospital (1982-1989); Director, Brookline Symphony Orchestra (since 1996); Director and Treasurer, Brookline Greenspace Alliance (since 1999). Mr. Brown is a graduate of Northeastern University earning a B.A. degree in Mechanical Engineering and an M.S. degree in Engineering Management. Based on Mr. Brown's ownership interest in the Partnership, ownership interest in the Partnership's General Partner, years of experience in the real estate industry and as a long standing member of the Board of Directors of the General Partner, the Board of Directors concluded that Mr. Brown has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors.
Harold Brown, Treasurer and Director (since 1984)     87   Co-General Partner since the Partnerships formation in 1977. Sole proprietor, The Hamilton Company, Inc., manager and developer of residential and commercial real estate (since 1955); Trustee, Treasurer and Director of Wedgestone Realty Investors Trust (1982-1985); Chairman of the Board and principal stockholder of the Wedgestone Advisory Corporation (1980-1985); Director of AFC Financial Corp. (1983-1985); Director, Coolidge Bank and Trust (1980-1983). Mr. Brown is a graduate of the Massachusetts Institute of Technology. Based on Mr. Brown's ownership interest in the Partnership, ownership interest in the Partnership's General Partner, years of experience in the real estate industry and as a long standing member of the Board of Directors of the General Partner, the Board of Directors concluded that Mr. Brown has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors

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Name and Position
  Age   Other Position
Guilliaem Aertsen, IV, Director (since 2002)     64   Director and Chairman of the Partnership's Audit Committee. Chief Executive Officer, Aertsen Ventures LLC (since 1999) a private venture capital firm focused on early stage companies engaged in technology, real estate and distressed financial assets; Director and CFO of CineCast LLC (since 1999); Member of Premier Capital LLC (since 2000); Chairman of the Board of Directors of the Massachusetts Housing Investment Corporation (since 1997) a partnership of corporate investors, housing sponsors and public agencies engaged in the financing of affordable housing and community development projects in Massachusetts and New England; Chairman of the Board of Trustees of the Old South Church (1992-2002); Executive Vice President and member of the senior management group of BankBoston Corporation (1996-1998) ; Executive and management assignments including corporate lending, real estate, capital markets, venture capital and asset management Bank Boston Corporation (1973-1998). Mr. Aertsen is a graduate of Harvard University. Based on Mr. Aertsen's familiarity with the Company as a member of the Board of Directors and as Chairman of the Audit Committee, his experience as a director with several other companies and his banking, management and financial expertise, the Board of Directors concluded that Mr. Aertsen has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors.
Roberta Ornstein, Director (since 2007)     62   Director and member of the Partnership's Audit Committee. Managing Director and Head of Product Development Deutsche Asset Management (2002-2005); Vice President and Managing Director, Scudder Investments (1998-2001); Director and Chief Financial Officer, Summit Partners (1997-1998); Vice President, Liberty Financial (1996-1997); Senior Vice President, Shearson Lehman Brothers (1993-1994); Senior Vice President-Treasury Group, The Boston Company (1983-1993). Previous Member of the Board of Directors of the Boston YMCA, the New England Organ Bank and the Town of Brookline, Massachusetts Advisory Committee. Ms. Ornstein is a graduate of Brown University and has earned a Master Degree in Business Administration from Boston College. Based on Ms. Ornstein's financial, managerial and investment management experience, the Board of Directors concluded that Ms. Ornstein has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors.

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Name and Position
  Age   Other Position
David Aloise, Director (since 2007)     57   Director and member of the Partnership's Audit Committee. Founder and principal of Aloise & Associates, LLC (since 2000) a consulting firm that provides advisory, training and credit risk management services; BankBoston Corporation (1979-2000) Director of Commercial Loan Workout, Managing Director Small Business Banking, Vice President Restructured Real Estate, Vice President C & I Loan Workout; Board of Trustees New England Banking Institute; Advisory Board Member Wells Fargo Retail Finance, LLC; Senior Advisor to Eaton Vance Bank Loan Mutual Fund Group; Member of the Turnaround Management Association. Mr. Aloise is a graduate of Boston College and the National Commercial Lending Graduate School, University of Oklahoma. Based on Mr. Aloise's experience in banking, credit markets, small business management and business turnarounds, the Board of Directors concluded that Mr. Aloise has the requisite experience, qualifications, attributes and skills necessary to serve as a member of the Board of Directors.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

        Section 16(a) of the Securities Exchange Act of 1934 requires the Partnership's directors, executive officers, and persons who own more than 10% of a registered class of the Partnership's equity securities to file with the Securities and Exchange Commission reports of ownership changes and changes in ownership of the Partnership. Officers, directors and greater-than-10% shareholders are required by SEC regulations to furnish the Partnership with copies of all Section 16(a) forms they file.

        Based solely upon a review of Forms 3 and 4 furnished to the company under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year, Forms 5 furnished to the company with respect to its most recent fiscal year and any written representations received by the company from persons required to file such forms, the following persons—either officers, directors or beneficial owners of more than ten percent of any class of equity of the company registered pursuant to Section 12 of the Securities Exchange Act—failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year:

CODE OF ETHICS

        The Partnership, its General Partner and Hamilton, the Partnership's management company, have adopted a Code of Business Conduct and Ethics, which constitutes a "Code of Ethics" as defined by the SEC and applies to executive officers as well as to all other employees. A copy of the Code of Business Conduct and Ethics is available in the "NERA" section of the management company's website at www.thehamiltoncompany.com. To the extent required by the rules of the SEC, the Partnership and its related entities will disclose amendments to and waivers from the Code of Business Conduct and Ethics in the same place on the aforementioned website.

REPORT OF THE AUDIT COMMITTEE

        The Audit Committee of NewReal Inc. (NewReal), which is the General Partner of New England Realty Associates Limited Partnership ("NERA" or the "Partnership"), is currently comprised of Guilliaem Aertsen, IV, David Aloise, and Roberta Ornstein, each of whom is an independent director of NewReal. The Audit Committee operates under a written charter.

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Table of Contents

        The Partnership's management, which consists of NERA's General Partner, is responsible for the preparation of the Partnership's financial statements and for maintaining an adequate system of internal controls and processes for that purpose. Miller Wachman LLP ("Miller Wachman") acts as the Partnership's independent auditor and is responsible for conducting an independent audit of the Partnership's annual financial statements, in accordance with generally accepted auditing standards, and issuing a report on the results of their audit. The Audit Committee is responsible for providing independent, objective oversight of both of these processes.

        The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2011 with management of the Partnership and with representatives of Miller Wachman. As a result of these discussions, the Audit Committee believes that NERA maintains an effective system of accounting controls that allow it to prepare financial statements that fairly present the Partnership's financial position and results of its operations. Discussions with Miller Wachman also included the matters required by Statement on Auditing Standard No. 61 (Communications with Audit Committee).

        In addition, the Audit Committee reviewed the independence of Miller Wachman. We received written disclosures and a letter from Miller Wachman regarding its independence as required by Independent Standards Board Standards No. 1 and discussed this information with Miller Wachman.

        Based on the foregoing, the Audit Committee has recommended that the audited financial statements of the Partnership for the year ended December 31, 2011 be included in the Partnership's annual report on form 10-K to be filed with the Securities and Exchange Commission.

Guilliaem Aertsen, IV
David Aloise
Roberta Ornstein

ITEM 11.    EXECUTIVE COMPENSATION

        The Partnership does not have "Executive Compensation." As more fully described below, the Partnership employs a management company to which it pays management fees and administrative fees.

        The Partnership is not required to and did not pay any compensation to its officers or the officers and directors of the General Partner in 2011. As more fully described below, the Partnership employs a management company which is solely responsible for performing all management and policy making functions for the Partnership. The only compensation paid by the Partnership to any person or entity is in the form of management fees and administrative fees paid to the General Partner, or any management entity employed by the General Partner, in accordance with the Partnership Agreement.

        Specifically, the Partnership Agreement provides that the General Partner, or any management entity employed by the General Partner, is entitled to a management fee equal to 4% (2% at Dexter Park and 3% at Linewt) of the rental and other operating income from the Partnership Properties and a mortgage servicing fee equal to 0.5% of the unpaid principal balance of any debt instruments received, held and serviced by the Partnership (the "Management Fee"). The Partnership Agreement also authorizes the General Partner to charge to the Partnership its cost for employing professionals to assist with the administration of the Partnership Properties (the "Administrative Fees"). The Administrative Fee is not charged against the Management Fee. In addition, upon the sale or disposition of any Partnership Properties, the General Partner, or any management entity which is the effective cause of such sale, is entitled to a commission equal to 3% of the gross sale price (the "Commission"), provided that should any other broker be entitled to a commission in connection with the sale, the commission shall be the difference between 3% of the gross sale price and the amount to be paid to such broker.

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        The General Partner has engaged The Hamilton Company ("Hamilton") to operate and manage the Partnership, and in accordance with the Partnership Agreement, the Management Fee, the Administrative Fees and the Commission are paid to Hamilton. See "Item 10. Directors and Executive Officers of the Registrant." The total Management Fee paid to Hamilton during 2011 was approximately $1,420,000. The management services provided by Hamilton include but are not limited to: collecting rents and other income; approving, ordering and supervising all repairs and other decorations; terminating leases, evicting tenants, purchasing supplies and equipment, financing and refinancing properties, settling insurance claims, maintaining administrative offices and employing personnel. In addition, the Partnership engages the president of Hamilton as a consultant to provide asset management services to the Partnership, for which the Partnership paid $75,000 in 2011. The Partnership does not have a written agreement with this individual.

        In 2011, the Partnership and its Subsidiary Partnerships paid administrative fees to Hamilton of approximately $501,000 inclusive of construction supervision and architectural fees of approximately $56,000, repairs and maintenance service fees of approximately $263,000, and legal fees of approximately $182,000. The Partnership also paid Hamilton $125,000 for accounting services. The administrative fees included $24,000 that was paid by the Partnership to Ronald Brown for construction supervision services.

        Additionally, the Hamilton Company received approximately $661,000 from the 40-50% owned Investment Properties of which approximately $539,000 was the management fee, approximately $4,100 was for construction supervision and architectural fees, approximately $75,000 was for maintenance services, $30,000 for legal services, and $3,400 for construction costs. The Advisory Committee held 6 meetings during 2011, and a total of $15,000 was paid for attendance and participation in such meetings. Additionally, the Audit Committee held 4 meetings in 2011 and a total of $12,000 was paid for attendance and participation in such meetings.

Compensation Committee Interlocks and Insider Participation

        The Board of Directors of our General Partner does not have a compensation committee. No member of the Board of Directors of the General Partner was at any time in 2011 or at any other time an officer or employee of the General Partner, and no member had any relationship with the Partnership requiring disclosure as a related-person transaction under Item 404 of Regulation S-K. No officer of the General Partner has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board of Directors of the General Partner at any time in 2011.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        As of March 1, 2012, except as listed below, the General Partner was not aware of any beneficial owner of more than 5% of the outstanding Class A Units or the Depositary Receipts, other than Computershare, which, under the Deposit Agreement, as Depositary, is the record holder of the Class A Units exchanged for Depositary Receipts. As of March 1, 2012, pursuant to the Deposit Agreement, Computershare was serving as the record holder of the Class A Units with respect to which 3,022,398 Depositary Receipts had been issued to 903 holders. As of March 1, 2012, there were issued and outstanding 4,441 Class A Units (not including the Depositary Receipts) held by 221 unit holders, 24,982 Class B Units and 1,315 General Partnership Units held by the persons listed below. During 2011, 200 Class A Units were exchanged for 6,000 Depositary Receipts.

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        The following table sets forth certain information regarding each class of Partnership Units beneficially owned as of December 31, 2011 by (i) each person known by the Company to beneficially own more than 5% of any class of Partnership Units, (ii) each director and officer of the General Partner and (iii) all directors and officers of the General Partner as a group. For purposes of this table, all Depositary Receipts are included as if they were converted back into Class A Units. The inclusion in the table below of any Units deemed beneficially owned does not constitute an admission that the named persons are direct or indirect beneficial owners of such Units. Unless otherwise indicated, each person listed below has sole voting and investment power with respect to the Units listed.

 
  Class A   Class B   General Partnership  
Directors and Officers
  Number of
Units
Beneficially
Owned
  % Of
Outstanding
Units
Beneficially
Owned
  Number of
Units
Beneficially
Owned
  % Of
Outstanding
Units
Beneficially
Owned
  Number of
Units
Beneficially
Owned
  % Of
Outstanding
Units
Beneficially
Owned
 
Harold Brown       (1)(2)     (1)(2)   18,737     75 %(3)     (4)   100 %(4)
c/o New England Realty Associates
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
                                     

Harold Brown 1999 Revocable Trust

 

 

 

(2)

 

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 
c/o Saul Ewing LLP
131 Dartmouth Street
Boston, MA 02116
                                     

HBC Holdings, LLC

 

 

 

(1)

 

 

(1)

 

 

(3)

 

 

(3)

 

0

 

 

0

 
39 Brighton Avenue
Allston, MA 02134
                                     

Ronald Brown

 

 

2,872

(5)

 

2.73

%(5)

 

6,246

 

 

25

%

 

 

(4)

 

100

%(4)
c/o New England Realty Associates
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
                                     

Guilliaem Aertsen

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 
160 Boylston Street
#2149 Chestnut Hill, MA 02467
                                     

David Aloise

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 
241 Cottage Park Road
Winthrop, MA 02152
                                     

Roberta Ornstein

 

 

178

 

 

0.17

%

 

0

 

 

0

 

 

0

 

 

0

 
160 Boylston Street
#2149 Chestnut Hill, MA 02467
                                     

NewReal, Inc. 

 

 

333

 

 

0.32

%

 

0

 

 

0

 

 

1,315

 

 

100

%
39 Brighton Avenue
Allston, MA 02134
                                     

All directors and officers as a group

 

 

35,311

(6)

 

33.57

%3(6)

 

24,982

(7)

 

100

%(7)

 

 

(4)

 

100

%(4)

5% Owners that are not Directors and Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

Carl Valeri

 

 

6,356

(8)

 

6.04

%(8)

 

0

 

 

0

 

 

0

 

 

0

 
50 Udine Street
Arlington, MA 02476
                                     

(1)
As of March 1, 2012, 507,849 Depositary Receipts are held of record by the HBC Holdings, LLC (HBC). Harold Brown is the sole manager of HBC with sole voting and dispositive control over the Depositary Receipts. Accordingly, Mr. Brown may be deemed to beneficially own the Depositary Receipts held by HBC. Because a Depositary Receipt represents beneficial ownership of one-thirtieth of a Class A Unit, Harold Brown may be deemed to beneficially own approximately

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    16,928 Class A Units (approximately 16.09% of the outstanding Class A Units). On January 12, 2011, the NERA 1994 Irrevocable Trust transferred 207,849 Depositary Receipts to HBC as partial consideration for additional economic interests in HBC. Also on January 12, 2011, the Harold Brown 1999 Revocable Trust transferred 300,000 Depositary Receipts to HBC as partial consideration for additional economic interest in HBC.

(2)
On October 15, 2009, the Harold Brown 1999 Revocable Trust (1999 Trust) effected an equity exchange with the NERA 1994 Irrevocable Trust (1994 Trust) pursuant to which the 1994 Trust transferred 660,000 Depositary Receipts to the 1999 Trust in exchange for property ownership interests held by the 1999 Trust. On June 4, 2010, the 1994 Trust transferred 90,000 Depositary Receipts to the 1999 Trust as consideration for a 2.18% economic interest in HBC Holdings, LLC ("HBC Holdings'). On January 12, 2011, the 1999 Trust transferred 300,000 Depositary Receipts to HBC as partial consideration for additional economic interest in HBC. As of March 1, 2011, 450,000 Depositary Receipts are held of record by the Harold Brown 1999 Revocable Trust. Harold Brown is the sole beneficiary of the 1999 Trust during his lifetime and is a co-trustee of the 1999 Trust and exercises voting and dispositive control over the Depositary Receipts beneficially owned by the Trust. Accordingly, Mr. Brown may be deemed to beneficially own the Depositary Receipts held by the Trust. Because a Depositary Receipt represents beneficial ownership of one-thirtieth of a Class A Unit, Harold Brown may be deemed to beneficially own approximately 15,000 Class A Units (approximately 14.26% of the outstanding Class A Units) and the Trust may be deemed to beneficially own approximately 15,000 Class A Units (approximately 14.26% of the outstanding Class A Units).

(3)
Consists of Class B Units held by HBC Holdings, LLC. See Note (1) above. Harold Brown, as Manager, has voting and investment power over the Class B Units held by the LLC, subject to the provisions of the LLC, and thus may be deemed to beneficially own the 18,737 Class B Units held by the LLC. On January 12, 2011, the NERA 1994 Irrevocable Trust transferred to HBC, 18,737 Class B Units for additional economic interest in HBC.

(4)
Since Harold Brown and Ronald Brown are the controlling stockholders, executive officers and directors of NewReal, Inc., they may be deemed to beneficially own all 1,315 of the General Partnership Units held of record by NewReal, Inc.

(5)
Consists of 86,160 Depositary Receipts held of record jointly by Ronald Brown and his wife. Because a Depositary Receipt represents beneficial ownership of one-thirtieth of a Class A Unit, Ronald Brown may be deemed to beneficially own approximately 2,872 Class A Units.

(6)
Consists of the Class A Units described in Notes (1) and (4) above, plus New Real, Inc. and Ms. Ornstein, as indicated in the table.

(7)
Includes the Class B Units described in Note (2) above.

(8)
Consists of 190,680 Depositary Receipts held by Carl Valeri and his immediate family members. Because a Depositary Receipt represents beneficial ownership of one thirtieth of a Class A Unit, Carl Valeri may be deemed to beneficially own approximately 6,356 Class A Units.

        On November 13, 2000, the Partnership adopted a Policy for Establishment of Rule 10b5-1 Trading Plans. Pursuant to this Policy, the Partnership authorized its officers, directors and certain employees, shareholders and affiliates who are deemed "insiders" of the Partnership to adopt individual plans for trading the Partnership's securities ("Trading Plans"), and established certain procedural requirements relating to the establishment, modification and termination of such Trading Plans. On May 14, 2001, the Partnership approved a Trading Plan of Harold Brown, providing for the purchase of up to 60,000 Depositary Receipts of the Partnership as such become available during the period from May 14, 2001 through May 13, 2002. Mr. Brown amended and restated this Trading Plan on November 19, 2001 to increase the number of Depositary Receipts which were to be purchased pursuant thereto from 60,000 to 150,000, expanding the date through which purchases could be made to September 30, 2002, and to provide that purchases under his Trading Plan were to be made only if the price per Depositary Receipt was $15.00 or less. On November 7, 2007, Mr. Brown amended and restated the Trading Plan expanding the date through which Depositary Receipts may be purchased through September 30, 2009 for up to 150,000 Depositary Receipts at prices up to $33.33 each. On November 4, 2009, Mr. Brown amended and restated the Trading Plan expanding the date through which Depositary Receipts may be purchase through September 30, 2012 for up to 150,000 Depositary Receipts at price up to $28.33 each.

        The Partnership does not have any securities authorized for issuance pursuant to any equity compensation plans.

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

        Harold Brown and Ronald Brown are brothers.

        Guilliaem Aertsen and Roberta Ornstein are married.

        There are no other family relationships among any of our directors. Messrs. Aertsen, Aloise and Ms. Ornstein representing a majority of our directors, are determined to be independent under the rules of the NYSE Amex Exchange and the SEC. The board holds regularly scheduled meetings.

        The Partnership invested approximately $34,049,000 in nine limited liability companies formed to acquire Investment Properties. The Partnership has between a 40%-50% ownership interest in each of these limited liability companies accounted for on the equity method of consolidation. The majority stockholder of the General Partner owns between 43.2% and 57% and the President and five employees of the management company own between 0% and 6.8% in each of the Investment Properties. See Note 14 of the consolidated financial statements for a description of the Investment Properties.

        See also "Item 2. Properties," "Item 10. Directors and Executive Officers of the Registrant" and "Item 11. Executive Compensation" for information regarding the fees paid to The Hamilton Company, an affiliate of the General Partner.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

        Miller Wachman LLP served as the Partnership's independent accountants for the fiscal year ended December 31, 2011 and has reported on the 2011 Consolidated Financial Statements. Aggregate fees rendered to Miller Wachman LLP for the years ended December 31, 2011 and 2010 were as follows:

 
  2011   2010  

Audit Fees

             

Recurring annual audits and quarterly reviews

  $ 236,000   $ 262,500  
           

Subtotal

    236,000     262,500  
           

Other Audit Related Fees

         
           

Tax Fees

             

Recurring tax compliance for the Partnership, 25 subsidiary Partnerships and 20 General Partnerships

    80,000     80,000  

Tax Planning and research

         
           

Subtotal

    80,000     80,000  
           

Other Fees

         
           

Total Fees

  $ 316,000   $ 342,500  
           

        The Audit Committee's charter provides that it has the sole authority to review in advance and grant any pre-approvals of (i) all auditing services to be provided by the independent auditor, (ii) all significant non-audit services to be provided by the independent auditors as permitted by Section 10A of the Securities Exchange Act of 1934, and (iii) all fees and the terms of engagement with respect to such services. All audit and non-audit services performed by Miller Wachman during fiscal 2011 and 2010 were pre-approved pursuant to the procedures outlined above.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    (a)
    1. Financial Statements:

      The following Financial Statements are included in this Form 10-K:

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheets at December 31, 2011 and 2010

      Consolidated Statements of Income for the years ended December 31, 2011, 2010 and 2009

      Consolidated Statements of Changes in Partners' Capital for the years ended December 31, 2011, 2010 and 2009

      Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009

      Notes to Consolidated Financial Statements

      2. Consolidated Financial Statement Schedules:

      Valuation and Qualifying Accounts

      Other financial statement schedules are omitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto.

    (b)
    Exhibits:

      The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index included herewith.

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SELECTED FINANCIAL DATA

 
  Year Ended December 31,  
 
  2011   2010   2009   2008   2007  

INCOME STATEMENT INFORMATION

                               

Revenues

  $ 34,035,602   $ 32,255,957   $ 32,362,155   $ 31,434,943   $ 30,106,543  

Expenses

    22,670,986     21,916,664     21,555,223     22,032,644     21,807,209  

Income before other income and discontinued operations

    11,364,616     10,339,293     10,806,932     9,402,299     8,299,335  

Other (Loss)

    (9,875,361 )   (11,918,392 )   (9,433,313 )   (13,060,859 )   (7,345,439 )

Income (loss)before discontinued operations

    1,489,254     (1,579,099 )   1,373,619     (3,658,560 )   953,896  

Discontinued operations

    7,802,026     219,867     238,919     10,240,271     232,836  

Net (Loss) Income

    9,291,281     (1,359,232 )   1,612,538     6,581,711     1,186,732  

Income (loss)before discontinued operations per Unit

    11.33     (11.99 )   10.33     (26.56 )   5.55  

Discontinued operations per Unit

    59.34     1.67     1.80     74.33     1.36  

Net income (loss) per Unit

    70.67     (10.32 )   12.13     47.77     6.91  

Distributions to Partners per Unit

    28.00     28.00     28.00     28.00     28.00  

Net income (loss) per Depositary Receipt

    2.36     (0.34 )   0.40     1.59     0.23  

Distributions to Partners per Depositary Receipt

    0.93     0.93     0.93     0.93     0.93  

BALANCE SHEET INFORMATION

                               

Real Estate, gross

    159,123,799     150,818,648     150,411,555     150,344,799     147,125,551  

Real Estate, net

    98,924,534     92,744,257     95,971,937     98,560,454     96,730,044  

Total Assets

    125,376,764     121,276,735     129,089,736     125,243,457     124,391,770  

Total Debt Outstanding

    140,830,212     142,349,260     144,809,354     138,160,262     113,579,904  

Partners' Capital

    (21,310,852 )   (26,920,567 )   (21,332,824 )   (17,717,182 )   2,664,859  

        The Partnership may purchase and/or sell properties at any time.

        The table below reflects the totals of property available for rental at each December 31,

 
  Year Ended December 31,  
 
  2011   2010   2009   2008   2007  

Residential

                               

Units

    2,270     2,288     2,288     2,288     2,377  

Vacancies

    32     79     63     67     46  

Vacancy rate

    1.4 %   3.5 %   2.8 %   3.0 %   1.3 %

Commercial

                               

Total square feet

    110,949     110,949     110,949     110,949     90,848  

Vacancy (in square feet)

    0     0     2,384     0     0  

Vacancy rate

    0 %   0 %   2.1 %   0 %   0 %

        See Items 1A and 7 for factors that may affect future operations. The above tables may not be indicative of future results.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners
New England Realty Associates Limited Partnership:

        We have audited the accompanying consolidated balance sheets of New England Realty Associates Limited Partnership (the "Partnership") as of December 31, 2011 and 2010 and the related consolidated statements of income, changes in partners capital and cash flows for each of the years in the three-year period ended December 31, 2011. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of New England Realty Associates Limited Partnership at December 31, 2011 and 2010, and the results of operations and its cash flows for each of the years in the three-year period ended December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ MILLER WACHMAN LLP      

Boston, Massachusetts
March 12, 2012

 

 

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 
  December 31,  
 
  2011   2010  

ASSETS

             

Rental Properties

  $ 98,924,534   $ 92,151,239  

Property Held for Sale

        593,018  

Cash and Cash Equivalents

    4,050,157     3,245,361  

Rents Receivable

    434,252     622,944  

Real Estate Tax Escrows

    401,325     301,853  

Prepaid Expenses and Other Assets

    3,866,652     3,337,886  

Investments in Unconsolidated Joint Ventures

    16,780,657     20,076,957  

Financing and Leasing Fees

    919,187     947,477  
           

Total Assets

  $ 125,376,764   $ 121,276,735  
           

LIABILITIES AND PARTNERS' CAPITAL

             

Note Payable

  $ 1,668,600   $ 4,668,600  

Mortgage Notes Payable

    139,161,612     137,680,660  

Accounts Payable and Accrued Expenses

    2,253,696     2,440,141  

Advance Rental Payments and Security Deposits

    3,603,708     3,407,901  
           

Total Liabilities

  $ 146,687,616   $ 148,197,302  

Commitments and Contingent Liabilities (Notes 3 and 9)

             

Partners' Capital 131,484 units outstanding in 2011 and 2010

   
(21,310,852

)
 
(26,920,567

)
           

Total Liabilities and Partners' Capital

  $ 125,376,764   $ 121,276,735  
           

   

See notes to consolidated financial statements.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 
  Year Ended December 31,  
 
  2011   2010   2009  

Revenues

                   

Rental income

  $ 33,608,799   $ 31,816,175   $ 31,956,150  

Laundry and sundry income

    426,803     439,782     406,005  
               

    34,035,602     32,255,957     32,362,155  
               

Expenses

                   

Administrative

    1,707,408     1,772,599     1,757,143  

Depreciation and amortization

    5,910,746     5,531,509     5,754,785  

Management fees

    1,404,467     1,330,157     1,304,687  

Operating

    4,080,647     3,784,401     3,922,974  

Renting

    365,110     528,686     523,477  

Repairs and maintenance

    5,056,054     4,886,724     4,697,769  

Taxes and insurance

    4,146,554     4,082,588     3,594,388  
               

    22,670,986     21,916,664     21,555,223  
               

Income Before Other Income (Loss) and Discontinued Operations

    11,364,616     10,339,293     10,806,932  
               

Other Income (Loss)

                   

Interest expense

    (7,965,422 )   (8,053,628 )   (7,810,983 )

Interest income

    3,861     5,932     44,739  

Casualty income (loss)

            15,696  

(Loss) from investments in unconsolidated joint ventures

    (1,913,800 )   (3,869,996 )   (1,687,258 )

Other

        (700 )   4,493  
               

    (9,875,361 )   (11,918,392 )   (9,433,313 )
               

Income (loss) From Continuing Operations

    1,489,255     (1,579,099 )   1,373,619  
               

Discontinued Operations

                   

Income (loss) from discontinued operations

    81,567     219,867     238,919  

Gain on sale of real estate from discontinued operations

    7,720,459          
               

    7,802,026     219,867     238,919  
               

Net income (loss)

  $ 9,291,281   $ (1,359,232 ) $ 1,612,538  
               

Income per Unit

                   

Income (loss) before discontinued operations

  $ 11.33   $ (11.99 ) $ 10.33  

Income from discontinued operations

    59.34     1.67     1.80  
               

Net income (loss) per Unit

  $ 70.67   $ (10.32 ) $ 12.13  
               

Weighted Average Number of Units Outstanding

    131,484     131,696     132,966  
               

   

See notes to consolidated financial statements.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

 
   
   
   
   
   
   
  Partner's Capital  
 
  Units    
   
 
 
   
   
  Limited    
   
 
 
   
   
  General
Partnership
   
  Treasury
Units
   
  General
Partnership
   
 
 
  Class A   Class B   Subtotal   Total   Class A   Class B   Total  

Balance, January 1, 2009

    144,180     34,243     1,802     180,225     44,974     135,251     (14,173,745 )   (3,366,265 )   (177,172 )   (17,717,182 )

Distribution to Partners

                            (2,971,072 )   (705,630 )   (37,138 )   (3,713,840 )

Stock Buyback

                    2,905     (2,905 )   (1,214,734 )   (284,265 )   (14,980 )   (1,514,340 )

Net Income

                            1,290,030     306,382     16,125     1,612,538  
                                           

Balance, December 31, 2009

    144,180     34,243     1,802     180,225     47,879     132,346     (17,069,520 )   (4,050,138 )   (213,165 )   (21,332,824 )

Distribution to Partners

                            (2,950,080 )   (700,644 )   (36,876 )   (3,687,600 )

Stock Buyback

                            862     (862 )   (432,920 )   (102,591 )   (5,400 )   (540,911 )

Net (Loss)

                            (1,087,386 )   (258,254 )   (13,592 )   (1,359,232 )
                                           

Balance December 31, 2010

    144,180     34,243     1,802     180,225     48,741     131,484     (21,539,906 )   (5,111,628 )   (269,033 )   (26,920,567 )

Distribution to Partners

                            (2,945,253 )   (699,498 )   (36,815 )   (3,681,566 )

Net Income

                            7,433,025     1,765,343     92,913     9,291,281  
                                           

Balance, December 31, 2011

    144,180     34,243     1,802     180,225     48,741     131,484   $ (17,052,134 ) $ (4,045,783 ) $ (212,935 ) $ (21,310,852 )
                                           

   

See notes to consolidated financial statements.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Year Ended December 31,  
 
  2011   2010   2009  

Cash Flows from Operating Activities

                   

Net income(loss)

  $ 9,291,281   $ (1,359,232 ) $ 1,612,538  
               

Adjustments to reconcile net income to net cash provided by operating activities

                   

Depreciation and amortization

    5,910,746     5,531,509     5,754,785  

Loss from investments in joint ventures

    1,913,800     3,869,996     1,687,258  

(Gain) on sale of real estate from discontinued operations

    (7,720,459 )        

Depreciation and amortization—discontinued operations

    30,132     90,886     83,461  

(Gain) on the sale of equipment

            (8,157 )

Changes in operating assets and liabilities

                   

(Increase) Decrease in rents receivable

    188,692     415,876     (485,428 )

Increase (Decrease) in accounts payable and accrued expense

    (186,445 )   244,896     602,635  

(Increase) Decrease in real estate tax escrow

    (99,472 )   9,729     (35,963 )

Decrease (Increase) in prepaid expenses and other assets

    (432,957 )   (480,598 )   151,617  

Increase (Decrease) in advance rental payments and security deposits

    195,807     (9,460 )   209,594  
               

Total Adjustments

    (200,157 )   9,672,834     7,959,802  
               

Net cash provided by operating activities

    9,091,123     8,313,602     9,572,340  
               

Cash Flows From Investing Activities

                   

(Investment in) unconsolidated joint ventures

    (26,450 )   (123,301 )   (15,953,100 )

Proceeds from unconsolidated joint ventures

    1,408,950     1,140,801     325,000  

Purchase and improvement of rental properties

    (12,660,578 )   (2,268,039 )   (3,136,296 )

Net proceeds from the sale of rental property

    8,297,928         20,650  
               

Net cash (used in) investing activities

    (2,980,150 )   (1,250,539 )   (18,743,746 )
               

Cash Flows From Financing Activities

                   

Proceeds of notes payable

    3,998,573         7,168,600  

Payment of financing costs

    (105,564 )   (8,161 )   (123,374 )

Proceeds of mortgage notes payable

    5,000,000     904,122     300,000  

Principal payment of notes payable

    (6,998,573 )   (2,500,000 )    

Principal payments of mortgage notes payable

    (3,519,047 )   (864,815 )   (818,908 )

Stock buyback

        (540,911 )   (1,514,340 )

Distributions to partners

    (3,681,566 )   (3,687,600 )   (3,713,840 )
               

Net cash provided by (used in) financing activities

    (5,306,177 )   (6,697,365 )   1,298,138  
               

Net Increase (Decrease) in Cash and Cash Equivalents

    804,796     365,698     (7,873,268 )

Cash and Cash Equivalents, at beginning of year

    3,245,361     2,879,663     10,752,931  
               

Cash and Cash Equivalents, at end of year

  $ 4,050,157   $ 3,245,361   $ 2,879,663  
               

   

See notes to consolidated financial statements.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2011

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

        Line of Business:    New England Realty Associates Limited Partnership ("NERA" or the "Partnership") was organized in Massachusetts in 1977. NERA and its subsidiaries own 24 properties which include 16 residential buildings; 4 mixed use residential, retail and office buildings; 3 commercial buildings and individual units at one condominium complex. These properties total 2,251 apartment units, 19 condominium units and 110,949 square feet of commercial space. Additionally, the Partnership also owns a 40-50% interest in nine residential and mixed use properties consisting of 799 apartment units, 12,500 square feet of commercial space and a 50 car parking lot. The properties are located in Eastern Massachusetts and Southern New Hampshire.

        Basis of Presentation:    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.

        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 the nine limited liability companies (the "Investment Properties" or "Joint Ventures") in which the Partnership has between a 40 - 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 Investment Properties using the equity method of consolidation. (See Note 14: Investments in Unconsolidated Joint Ventures).

        The Partnership accounts for its investments in joint ventures using the equity method of accounting. These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. The authoritative guidance on consolidation provides guidance on the identification of entities for which control is achieved through means other than voting rights ("variable interest entities" or "VIEs") and the determination of which business enterprise, if any, should consolidate the VIE (the "primary beneficiary"). Generally, the consideration of whether an entity is a VIE applies when either (1) the equity investors (if any) lack one or more of the essential characteristics of a controlling financial interest, (2) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest.

        On January 1, 2010, the Partnership adopted the updated provisions of ASC 810, pursuant to FASB No. 167, which amends FIN 46® to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. Additionally, FASB No. 167 amends FIN 46® to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity, which was based on determining which enterprise absorbs the majority of the entity's expected losses, receives a majority of the entity's expected residual returns, or both. FASB No. 167 amends certain guidance in Interpretation 46® for determining whether an entity is a variable interest entity. Also, FASB No. 167 amends FIN 46® to require enhanced disclosures that will provide

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2011

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. The enhanced disclosures are required for any enterprise that holds a variable interest in a variable interest entity. The adoption of this guidance did not have a material impact to these financial statements.

        Impairment:    On an annual basis management assesses whether there are any indicators that the value of the Partnership's rental properties or investments in unconsolidated subsidiaries may be impaired. In addition to identifying any specific circumstances which may affect a property or properties, management considers other criteria for determining which properties may require assessment for potential impairment. The criteria considered by management include reviewing low leased percentages, significant near term lease expirations, recently acquired properties, current and historical operating and/or cash flow losses, near term mortgage debt maturities or other factors that might impact the Partnership's intent and ability to hold property. A property's value is impaired only if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property is less than the carrying value of the property. To the extent impairment has occurred, the loss shall be measured as the excess of the carrying amount of the property over the fair value of the property. The Partnership's estimates of aggregate future cash flows expected to be generated by each property are based on a number of assumptions that are subject to economic and market uncertainties including, among others, demand for space, competition for tenants, changes in market rental rates, and costs to operate each property. As these factors are difficult to predict and are subject to future events that may alter management's assumptions, the future cash flows estimated by management in its impairment analyses may not be achieved. The Partnership has not recognized an impairment loss since 1995.

        Revenue Recognition:    Rental income from residential and commercial properties is recognized over the term of the related lease. For residential tenants, amounts 60 days in arrears are charged against income. The commercial tenants are evaluated on a case by case basis. Certain leases of the commercial properties provide for increasing stepped minimum rents, which are accounted for on a straight-line basis over the term of the lease. Contingent rent for commercial properties are received from tenants for certain costs as provided in the lease agreement. The costs generally include real estate taxes, utilities, insurance, common area maintenance and recoverable costs. Concessions made on residential leases are also accounted for on the straight-line basis.

        Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the differences between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed-rate renewal options for below-market leases. The capitalized above-market lease values for acquired properties are amortized as a reduction of base rental revenue over the remaining term of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed-rate renewal options of the respective leases.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2011

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Rental Properties:    Rental properties are stated at cost less accumulated depreciation. Maintenance and repairs are charged to expense as incurred; improvements and additions which improve or extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost of the asset and related accumulated depreciation is eliminated from the accounts, and any gain or loss on such disposition is included in income. Fully depreciated assets are removed from the accounts. Rental properties are depreciated by both straight-line and accelerated methods over their estimated useful lives. Upon acquisition of rental property, the Partnership estimates the fair value of acquired tangible assets, consisting of land, building and improvements, and identified intangible assets and liabilities assumed, generally consisting of the fair value of (i) above and below market leases, (ii) in-place leases and (iii) tenant relationships. The Partnership allocated the purchase price to the assets acquired and liabilities assumed based on their fair values. The Partnership records goodwill or a gain on bargain purchase (if any) if the net assets acquired/liabilities assumed exceed the purchase consideration of a transaction. In estimating the fair value of the tangible and intangible assets acquired, the Partnership considers information obtained about each property as a result of its due diligence and marketing and leasing activities, and utilizes various valuation methods, such as estimated cash flow projections utilizing appropriate discount and capitalization rates, estimates of replacement costs net of depreciation, and available market information. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant.

        Other intangible assets acquired include amounts for in-place lease values and tenant relationship values, which are based on management's evaluation of the specific characteristics of each tenant's lease and the Partnership's overall relationship with the respective tenant. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses. Characteristics considered by management in valuing tenant relationships include the nature and extent of the Partnership's existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant's credit quality and expectations of lease renewals. The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

        In the event that facts and circumstances indicate that the carrying value of a rental property may be impaired, an analysis of the value is prepared. The estimated future undiscounted cash flows are compared to the asset's carrying value to determine if a write-down to fair value is required.

        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 on the basis that NERA and its subsidiaries are entitled to tax treatment as partnerships. Accordingly, no provision for income taxes have been recorded (See Note 13).

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2011

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Cash Equivalents:    The Partnership considers cash equivalents to be all highly liquid instruments purchased with a 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.

        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 2011, 2010, or 2009 other than net income as reported.

        Income Per Depositary Receipt:    Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE Amex and a concurrent adjustment of the exchange ratio of Depositary Receipts for Class A Units of the Partnership from 10-to-1 to 30-to-1, such that each Depositary Receipt represents one-thirtieth (1/30) of a Class A Unit of the Partnership. All references to Depositary Receipts in the report are reflective of the 3-for-1 forward split.

        Income Per Unit:    Net income per unit has been calculated based upon the weighted average number of units outstanding during each period 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 Partnership's properties are located in New England, and the Partnership is subject to the general economic risks related thereto. No single tenant accounted for more than 5% of the Partnership's revenues in 2011, 2010, or 2009. The Partnership makes its temporary cash investments with high-credit quality financial institutions. At December 31, 2011, substantially all of the Partnership's cash and cash equivalents were held in interest-bearing accounts at financial institutions, earning interest at rates from 0.01% to 0.55%. At December 31, 2011 and December 31, 2010, respectively approximately $5,051,000, and $4,349,000 of cash and cash equivalents, and security deposits included in prepaid expenses and other assets exceeded federally insured amounts.

        Advertising Expense:    Advertising is expensed as incurred. Advertising expense was $88,585, $70,074 and $78,829 in 2011, 2010 and 2009, respectively.

        Discontinued Operations and Rental Property Held for Sale:    When assets are identified by management as held for sale, the Partnership discontinues depreciating the assets and estimates the sales price, net of selling costs, of such assets. If, in management's opinion, the net sales price of the assets which have been identified as held for sale is less than the net book value of the assets, a valuation allowance is established. Properties identified as held for sale and/or sold are presented in discontinued operations for all periods presented.

        If circumstances arise that previously were considered unlikely and, as a result, the Partnership decides not to sell a property previously classified as held for sale, the property is reclassified as held and used. A property that is reclassified is measured and recorded individually at the lower of (a) its carrying amount before the property was classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and used, or (b) the fair value at the date of the subsequent decision not to sell.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2011

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Interest Capitalized:    The Partnership follows the policy of capitalizing interest as a component of the cost of rental property when the time of construction exceeds one year. During the years ended December 31, 2011, 2010 and 2009 there was no capitalized interest.

        Extinguishment of Debt:    When existing mortgages are refinanced with the same lender and it is determined that the refinancing is substantially different then they are recorded as an extinguishment of debt. However if it is determined that the refinancing is substantially the same then they are recorded as an exchange of debt. All refinancing qualify as extinguishment of debt.

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

        Subsequent Events:    The Partnership has evaluated subsequent events through March 12, 2012, the date the financial statements were issued.

NOTE 2. RENTAL PROPERTIES

        As of December 31, 2011, the Partnership and its Subsidiary Partnerships owned 2,251 residential apartment units in 20 residential and mixed-use complexes (collectively, the "Apartment Complexes"). The Partnership also owns 19 condominium units in a residential condominium complex, 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 metropolitan Boston area of Massachusetts.

        Additionally, as of December 31, 2011, the Partnership and Subsidiary Partnerships owned a commercial shopping center in Framingham, commercial buildings in Newton and Brookline and mixed-use properties in Boston, Brockton and Newton, all in Massachusetts. These properties are referred to collectively as the "Commercial Properties."

        The Partnership also owned a 40% to 50% ownership interest in nine residential and mixed use complexes (the "Investment Properties") at December 31, 2011 with a total of 799 units, accounted for using the equity method of consolidation. See Note 14 for summary information on these investments.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2011

NOTE 2. RENTAL PROPERTIES (Continued)

        Rental properties consist of the following:

 
  December 31, 2011   December 31, 2010   Useful Life  

Land, improvements and parking lots

  $ 27,614,537   $ 26,110,238     15–40 years  

Buildings and improvements

    119,097,186     110,106,179     15–40 years  

Kitchen cabinets

    3,542,249     3,923,029     5–10 years  

Carpets

    3,307,499     3,404,951     5–10 years  

Air conditioning

    788,146     857,375     7–10 years  

Laundry equipment

    368,955     331,002     5–7 years  

Elevators

    1,139,296     1,086,140     20 years  

Swimming pools

    235,242     155,442     10 years  

Equipment

    1,744,006     1,989,645     5–7 years  

Motor vehicles

    107,788     107,792     5 years  

Fences

    22,974     33,970     5–10 years  

Furniture and fixtures

    1,039,439     924,633     5–7 years  

Smoke alarms

    116,482     97,840     5–7 years  
                 

Total fixed assets

  $ 159,123,799   $ 149,128,236        

Less: Accumulated depreciation

    (60,199,265 )   (56,976,997 )      
                 

  $ 98,924,534   $ 92,151,239        
                 

        Real estate and accumulated depreciation as of December 31, 2011 is:

 
   
  Initial Cost to
Partnerships(1)
  Cost
Capitalized
Subsequent to
Acquisition(2)
  Gross Amount at Which
Carried at Close of Period
   
   
 
 
  Encumbrances
(First
Mortgages)
  Land   Building
Improvements
  Improvements   Land   Building
Improvements
  Totals   Accumulated
Depreciation(3)
  Date Acquired  

Avon Street Apartments L.P. Residential Apartments Malden, Massachusetts

  $   $   $   $   $   $   $   $     Sold May 2011 Sept.1977  

Boylston Downtown L.P. Residential Apartments Boston, Massachusetts

 
$

19,500,000
 
$

2,112,000
 
$

8,593,111
 
$

6,942,907
 
$

2,112,000
 
$

15,536,018
 
$

17,648,018
 
$

8,533,613
   
July 1995
 

Brookside Associates LLC Residential Apartments Woburn, Massachusetts

 
$

2,760,540
 
$

684,000
 
$

3,116,000
 
$

510,328
 
$

684,000
 
$

3,626,328
 
$

4,310,328
 
$

1,503,978
   
Oct. 2000
 

Courtyard @ Westgate Residential Units Burlington, Massachusetts

 
$

2,000,000
 
$

44,965
 
$

4,478,687
 
$

255,285
 
$

44,965
 
$

4,733,972
 
$

4,778,937
 
$

1,293,576
   
Sept. 2004
 

Clovelly Apartments L.P. Residential Apartments Nashua, New Hampshire

 
$

4,160,000
 
$

177,610
 
$

1,478,359
 
$

1,129,781
 
$

177,610
 
$

2,608,140
 
$

2,785,750
 
$

1,903,172
   
Sept.1977
 

Commonwealth 1137 L.P. Residential Apartments Boston, Massachusetts

 
$

3,750,000
 
$

342,000
 
$

1,367,669
 
$

876,412
 
$

342,000
 
$

2,244,081
 
$

2,586,081
 
$

1,171,257
   
July 1995
 

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, 2011

NOTE 2. RENTAL PROPERTIES (Continued)

 
   
  Initial Cost to
Partnerships(1)
  Cost
Capitalized
Subsequent to
Acquisition(2)
  Gross Amount at Which
Carried at Close of Period
   
   
 
 
  Encumbrances
(First
Mortgages)
  Land   Building
Improvements
  Improvements   Land   Building
Improvements
  Totals   Accumulated
Depreciation(3)
  Date Acquired  

Commonwealth 1144 L.P. Residential Apartments Boston, Massachusetts

  $ 14,780,000   $ 1,410,000   $ 5,664,816   $ 1,577,260   $ 1,410,000   $ 7,242,076   $ 8,652,076   $ 4,150,158     July 1995  

Condominium Units—Riverside Residential Units Massachusetts

 
$

 
$

23,346
 
$

190,807
 
$

26,118
 
$

23,346
 
$

216,925
 
$

240,271
 
$

206,826
   
Sept.1977
 

Executive Apartments L.P. Residential Apartments Framingham,
Massachusetts

 
$

2,415,000
 
$

91,400
 
$

740,360
 
$

870,232
 
$

91,400
 
$

1,610,592
 
$

1,701,992
 
$

1,173,751
   
Sept.1977
 

Hamilton Battle Green LLC Residential Apartments Lexington,
Massachusetts

 
$

4,969,431
 
$

1,341,737
 
$

8,457,497
 
$

26,039
 
$

1,341,737
 
$

8,483,535
 
$

9,825,811
 
$

223,505
   
Jun. 2011
 

Hamilton Cypress LLC Commercial—1031Exchange Brookline, Massachusetts

 
$

3,769,927
 
$

2,362,596
 
$

4,613,985
 
$

797
 
$

2,362,596
 
$

4,614,782
 
$

6,977,378
 
$

531,592
   
Oct. 2008
 

Hamilton Linewt LLC Commercial—1031Exchange Newton, Massachusetts

 
$

1,567,232
 
$

884,042
 
$

2,652,127
 
$

49,679
 
$

884,042
 
$

2,701,806
 
$

3,585,848
 
$

284,504
   
Nov. 2007
 

Hamilton Oaks Associates LLC Residential Apartments Brockton, Massachusetts

 
$

11,925,000
 
$

2,175,000
 
$

12,325,000
 
$

1,622,383
 
$

2,175,000
 
$

13,947,383
 
$

16,122,383
 
$

6,828,988
   
Dec. 1999