UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
For the fiscal year ended December 31, 2024
OR
☐	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 MKT (Name of each Exchange on which Registered)
Securities registered pursuant to Section 12(g) of the Act:
Class A Limited Partnership Units (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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 ☐ No ☒

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☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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 ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer ☐	Accelerated Filer ☒	Non-accelerated Filer ☐	Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by a check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

At June 30, 2023, the aggregate market value of the registrant’s securities held by non-affiliates of the registrant was $141,482,628 based on the closing price of the registrant’s traded securities on the NYSE MKT 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.


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Class A	NEN	NYSE MKT Exchange

As of March 12, ~~2024~~2025, there were 93,~~853~~338 of the registrant’s Class A units (2,~~815~~800,~~601~~146 Depositary Receipts) of limited partnership issued and outstanding and 22,~~290~~168 Class B units issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

TABLE OF CONTENTS

		PAGE
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	13
Item 2.	Properties	1415
Item 3.	Legal Proceedings	2023
Item 4.	Mine Safety Disclosure	2123
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2123
Item 6.	Reserved	2325
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2426
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3942
Item 8.	Consolidated Financial Statements and Supplementary Data	4042
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	4042
Item 9A.	Controls and Procedures	4042
Item 9B.	Other Information	4043
Item 9C.	Disclosure Regarding Foreign Jurisdiction That Prevent Inspections	4143
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4143
Item 11.	Executive Compensation	4547
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4648
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4850
Item 14.	Principal Accounting Fees and Services	4951
PART IV
Item 15.	Exhibits and Financial Statement Schedules	5052
Item 16.	Form 10-K Summary	5052
Exhibit Index		S-1
SIGNATURES		S-6

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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.

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 (“Depositary Receipts”), which are currently listed on the NYSE American 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” or “NewReal”). 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 31 subsidiary limited partnerships or limited liability companies, owns and operates various residential apartments, 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 seven limited liability companies (collectively, the “Investment Properties” or “Joint Ventures”) in which the Partnership has between a 40% and 50% ownership interest. Jameson Brown and Harley Brown indirectly collectively own between 47.6% and 59%, and five other current and past employees of Hamilton own collectively between 0% and 2.4%, respectively of the Joint Ventures. 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 15 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 an agreement with the Partnership, pursuant to which any benefit derived from the third party’s 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, reinvest in acquisitions of other properties, make distributions to the partners, repurchase equity interests, or use for operating expenses or reserves, as determined by the General Partner.

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Operations of the Partnership

As of December 31, 2023, Sally Michael and David Reier, the Trustees of the estate of Harold Brown, held voting control over the capital stock of NewReal, the General Partner of the Partnership. The estate was closed on January 2, 2024, whereupon the capital stock of NewReal previously owned by the estate of Harold Brown were transferred to JPB Real Estate LLC and Maisie Brown LLC, entities controlled by Jameson Brown and Harley Brown respectively, with each entity acquiring 37.5% of the voting control of NewReal at that time.

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 JPB Real Estate LLC and Maisie Brown LLC. The Partnership, the Subsidiary Partnerships, and the Investment Properties currently contract with the Hamilton Company for 5358 individuals at the Properties (as defined below) and 11 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, ~~2024~~2025, the Partnership and its Subsidiary Partnerships owned 2,943 residential apartment units in 27 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, 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, ~~2024~~2025, the Subsidiary Partnerships also owned two commercial shopping centers in Framingham, Massachusetts, one commercial building in Newton, Massachusetts, one commercial building in Brookline, Massachusetts and commercial space in mixed-use buildings in Boston, Brockton and Newton, Massachusetts, totaling approximately ~~130~~131,000 square feet of commercial space. These properties are referred to collectively as the “Commercial Properties.” See Note 2 to the Consolidated Financial Statements for more information.

Additionally, as of February 1, ~~2024~~2025, the Partnership owned a 40-50% interest in 7 residential and mixed use complexes, the Investment Properties, with a total of 688 residential units, one commercial unit, and a 50 car parking lot. See Note 15 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.”

The Brown family entities, ~~which~~including ~~include~~ JPB Real Estate LLC and Maisie Brown LLC, entities controlled by Jameson Brown and Harley Brown respectively, and, in certain cases, Ronald Brown, and officers, employees and former employees of ~~the~~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. In addition to Item 1A, Risk Factors, see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors that May Affect Future Results.”

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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 the Brown family related entities and Ronald Brown, or their affiliates, upon the satisfaction of certain terms and conditions, including the approval of the Partnership’s Advisory Committee and limitations on the price paid by the Partnership for such investments. The Partnership Agreement also permits the Partnership’s limited partners and the General Partner to make loans to the Partnership, subject to certain limitations on the rate of interest that may be charged to the Partnership. Except for the foregoing, the Partnership does not have any policies prohibiting any limited partner, General Partner or any other person from having any direct or indirect pecuniary interest in any investment to be acquired or disposed of by the Partnership or in any transaction to which the Partnership is a party or has an interest in or from engaging, for their own account, in business activities of the types conducted or to be conducted by the Partnership. The General Partner is not limited in the number or amount of mortgages which may be placed on any Property, nor is there a policy limiting the percentage of Partnership assets which may be invested in any specific Property.

Unit Distributions

In March ~~2024~~2025, the Partnership approved a quarterly distribution of $12.00 per Unit ($0.40 per Receipt), payable on March 2831, ~~2024~~2025. In addition to the quarterly distribution, there will be a special distribution of $4896.00 per Class A unit ($13.6020 per Receipt). In ~~2023~~2024 the Partnership paid an aggregate distribution of $8448.00 per Unit ($21.8060 per Receipt) for a total payment of $911,~~954~~244,~~888~~559 in ~~2023~~2024. In ~~2022~~2023, the Partnership paid a total distribution of an aggregate $7684.8000 Unit ($2.5680 per Receipt), for a total payment of $9,~~267~~954,~~981~~888.

On August 20, 2007, NewReal, Inc., the General Partner authorized an equity repurchase program (the “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). Over time, the General Partner has authorized increases in the equity repurchase program. On March 10, 2015, the General Partner authorized an increase in the Repurchase Program to 2,000,000 Depository Receipts and extended the Program for an additional five years from March 31, 2015 until March 31, 2020. On March 9, 2020, the General Partner extended the program for an additional five years, from March 31,2020, until March 31, 2025. 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 Agreement. Repurchases of Depositary Receipts or 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, 2023, the Partnership has repurchased 1,532,234 Depositary Receipts at an average price of $31.72 per receipt (or $951.52 per underlying Class A Unit), 4,394 Class B Units and 231 General Partnership Units, both at an average price of $1,259.00 per Unit, totaling approximately $54,421,000, inclusive of brokerage fees paid by the Partnership.

On March 12, 2025, the General Partner authorized the President and Treasurer to cause the Partnership to repurchase, on the open market or otherwise, including through individually negotiated purchases and through a written trading plan that complies with the requirements of Rule 10b5-1, Depositary Receipts and Partnership Units such that (i) the aggregate cost of Depositary Receipts and Partnership Units repurchased shall not exceed the lesser of $5 million or 10% of the Partnership’s balance of cash and investment in treasury bills, (ii) no Depositary Receipts or Partnership Units shall be repurchased after the date that is 12 months after the effective date of the plan, and (iii) no Depositary Receipts or Partnership Units shall be repurchased in excess of $95 per Depository Receipt ( the “Repurchase Plan”). The Repurchase Plan 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 Agreement. This repurchase authorization replaces the Partnership’s previous repurchase program. The Repurchase Plan shall be made in accordance with the terms of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be made in accordance with all applicable laws and regulations in effect from time to time.

From August 20, 2007 through December 31, 2024, the Partnership has repurchased 1,550,358 Depositary Receipts at an average price of $31.82 per receipt (or $954.60 per underlying Class A Unit), 4,537 Class B Units and 239 General Partnership Units, both at an average price of $1,289.00 per Unit, totaling approximately $56,090,000, inclusive of brokerage fees paid by the Partnership.

Property Transactions

On November 30, 2021, the Partnership entered into a Master Credit Facility Agreement (the “Facility Agreement”) with KeyBank National Association (“KeyBank”), dated as of November 30, 2021, with an initial advance in the amount of $156,000,000. Interest only on the debt at a fixed interest rate of 2.97% is payable on a monthly basis through December 31, 2031. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings (“Mortgages”). See schedule in Note 5, Mortgage Notes Payable, for the details of the transaction as it relates to the specific properties.

The Partnership used the proceeds from the Facility Amendment to pay down approximately $65,300,000 of existing debt secured by 11 properties, along with approximately $2,700,000 in prepayment penalties. The remaining balance of approximately $89,000,000 will be used for general partnership purposes.

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in the amount of $156,000,000. Interest only on the debt at a fixed interest rate of 2.97% is payable on a monthly basis through December 31, 2031. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings (“Mortgages”).

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement (the “Facility Amendment”). The Facility Amendment included an additional advance in the amount of $80,284,000 at a fixed interest rate of 4.33%.

The Partnership used the proceeds to pay down approximately $37,065,000 of existing debt secured by four properties, along with approximately $854,000 in prepayment penalties. The remaining balance of approximately $42,384,000 will be used for general partnership purposes.

On October 14, 2022, the Partnership entered into a loan agreement with Brookline Bank (the “Brookline Agreement”), which refinanced its loan on 659-665 Worcester Road, Framingham, MA. The Brookline Agreement pays down the loan on the existing debt of $5,954,546~~.14~~, extends the maturity until October 14, 2032, at a variable interest rate of SOFR rate, plus 1.7% interest only for two years and amortizing using a thirty-year schedule for the balance of the term. At closing, the Partnership entered into an interest rate swap contract with Brookline Bank with a notional amount equivalent to the underlying loan principal amortization, resulting in a fixed rate of 4.60% through the expiration of the interest rate swap contract. The agreement also allows for an earn out of up to an additional $1,495,453~~.86~~ once the property performance reaches a 1.35x debt service coverage ratio and the loan to value equates to at most 65%.

The Partnership purchased a commercial retail property of approximately 20,700 square feet, located at 653 Worcester Road in Framingham, MA for the sum of approximately $10,151,000 on January 18, 2023. This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $59,000. From the purchase price, the Partnership allocated approximately $585,000 for in-place leases, and approximately $378,000 to the value of tenant relationships. These amounts are being amortized over 12 and 156 months respectively.

On July 14, 2023, the Partnership purchased a 52 unit mixed use property in the South End neighborhood of Boston, MA comprised of three buildings at 26-30 Rutland Street, 105-117 West Concord Street and 475 Shawmut Avenue, and approximately 3,400 square feet of commercial space for a purchase price of approximately $27,500,000. This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $81,000. From the purchase price, the Partnership allocated approximately $525,000 for in-place leases, approximately $61,000 to the value of tenant relationships and $241,000 to the value of below-market leases. These amounts are being amortized over 12 and 36 months respectively.

During 2023, the Partnership and its Subsidiary Partnerships completed improvements to certain of the Properties at a total cost of approximately $9,289,000. 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 1144 Commonwealth, Hamilton Oaks, School Street, Redwood Hills, Westgate Apartments, and Hamilton Green, at a cost of $1,982,000, $1,687,000, $701,000, $468,000, $431,000, and $421,000 respectively. The Partnership plans to invest approximately $22,284,000 in capital improvements in 2024. This amount includes approximately $10,067,000 toward the development of a 72 unit apartment complex at Mill Street Development. 6

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During 2024, the Partnership and its Subsidiary Partnerships completed improvements to certain of the Properties at a total cost of approximately $25,254,000, which includes approximately $15,231,000 for the Mill Street Development. 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 Executive Apartments,1144 Commonwealth, Captain Parker, River Drive Apartments, Redwood Hills, and Hamilton Oaks, at a cost of $1,582,000, $1,061,000, $886,000, $880,000, $872,000, and $782,000, respectively. The Partnership plans to invest approximately $30,837,000 in capital improvements for all properties in 2025. This amount includes approximately $14,769,000 toward the development of a 72 unit apartment complex at Mill Street Development.

As of December 31, 2024, the Partnership has one property under construction located at 57 Mill Street in Woburn, MA. The project includes 72 residential units comprising approximately 93,000 square feet and is estimated to be completed during the fourth quarter of 2025. Total investment to date is approximately $15.2 million, and the total investment upon completion is anticipated to be approximately $30 million. The partnership is using cash reserves to fund this construction but will finance a portion of construction costs upon completion of the project. In connection with the Mill Street development project, the Partnership has entered into a contract with a general contractor with a current contract value of approximately $30 million.

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Line of Credit

On ~~July~~November 3121, ~~2014~~2024, the Partnership entered into an agreement for a new $25,000,000 revolving line of credit. The term of the line ~~was~~is for three years with a floating interest rate equal to a base rate of the ~~greater~~SOFR ofRate (for a) ~~the~~period ~~Prime~~of ~~Rate~~one ~~(b)~~month plus the ~~Federal~~applicable ~~Funds~~margin ~~Rate~~of ~~plus~~2.5%. ~~one-half~~The ofloan ~~one~~covenants ~~percent~~include ~~per~~a ~~annum,~~leverage orratio ~~(c)~~not ~~the~~to ~~LIBOR~~exceed ~~Rate~~65%, ~~for~~ a ~~period~~debt service coverage ratio of ~~one~~not ~~month~~less ~~plus~~than 1%.5 ~~per~~to ~~annum~~1.0, ~~plus~~maximum ~~the~~usage ~~applicable~~of ~~margin~~1.5 times trailing 12 months EBITDA, minimum liquidity of 2$15 million, and a debt yield of at least 8.5%. The ~~agreement~~Partnership ~~originally~~incurred ~~expired~~a oncommitment ~~July~~fee ~~31,~~of ~~2017~~$125,000. ~~and~~The ~~was~~Partnership ~~extended~~will ~~until~~be ~~October~~charged 31annually an unused line fee, ~~2020.~~equal ~~The~~to ~~costs~~seventy-five ~~associated~~basis ~~with~~points (0.75%) between the ~~line~~difference of ~~credit~~the ~~extension~~maximum ~~were~~availability ~~approximately~~and ~~$128,000.~~the ~~Prior~~outstanding toprincipal of the line’s ~~expiration~~of credit. This fee will be waived for any period in ~~2020,~~which the Partnership ~~exercised~~maintains ~~its~~aggregate ~~option~~deposits ~~for~~of a$20,000,000 ~~one-year~~with ~~extension~~the ~~until~~Lender. ~~October~~As of December 31, ~~2021.~~2024, ~~The~~the Partnership ~~paid~~was anin ~~extension~~compliance ~~fee~~with ofthe ~~approximately~~financial ~~$37,500~~covenants inand ~~association~~did ~~with~~not ~~the~~incur ~~extension~~an unused line fee.

OnThe ~~October 29, 2021, the Partnership closed on the modification of its existing~~ line of credit. ~~The~~may ~~agreement~~be ~~extended~~used ~~the credit line until October 29, 2024. The commitment amount was~~ for ~~$25 million but is restricted to $17 million during the modification period. The modification period covers the current period and phased out on December 31~~acquisitions, ~~2022. During this period~~refinancing, ~~the loan covenants were modified from a minimum consolidated debt service ratio of 1.60 to a ratio of 1.35 until September 30~~improvements, ~~2022;~~working ~~from~~capital a minimum tangible net worth requirement of $200 million to a net worth of $175 million until September 30, 2022; from a maximum consolidated leverage ratio of 65% to a ratio of 70% until September 30, 2022 and ~~from~~other aneeds ~~minimum debt yield~~ of ~~9.5% to a yield of 8.5% until September 30, 2022 and a yield of 9.0% until December 31, 2022. Once~~ the ~~financial performance of the~~ Partnership ~~meets the original covenant tests for the trailing 12-month period, the commitment amount will return to $25 million~~. The ~~portfolio’s~~line ~~debt~~may ~~yield~~not ~~fell~~be ~~below~~used ~~the minimum of 9.0%~~ to ~~8.6%.~~pay ~~Consequently~~dividends, asmake ofdistributions ~~December~~or ~~31,~~acquire ~~2023,~~equity ~~the~~interests ~~Partnership did not comply with the debt yield financial covenant. As such, the Partnership is restricted to draw down any amount from the line~~ of ~~credit until~~ the Partnership ~~meets the required financial covenants~~. ~~The Partnership is currently in discussions with a lender for a replacement line of credit. See Note 19, Subsequent Events, for additional information.~~

The Online ~~April~~of ~~14,~~credit ~~2023,~~is ~~the~~collateralized ~~partnership~~by ~~amended~~varying percentages of the ~~line~~Partnership’s ofownership ~~credit~~interest toin ~~convert~~27 of its ~~base~~Subsidiary ~~rate~~Partnerships ofand ~~interest~~Joint ~~from~~Ventures. ~~LIBOR~~Pledged tointerests ~~the~~are ~~Secured~~49% ~~Overnight~~of ~~Financing~~the ~~Rate~~Partnership’s ~~(SOFR)~~ownership ~~plus~~interest 10in ~~basis~~the ~~points~~respective entities.

The line of credit may be used for acquisition, refinancing, improvements, working capital and other needs of the Partnership. The line may not be used to pay dividends, make distributions or acquire equity interests of the Partnership.

The line of credit is collateralized by varying percentages of the Partnership’s ownership interest in 23 of its Subsidiary Partnerships and Joint Ventures. Pledged interests range from 49% to 100% of the Partnership’s ownership interest in the respective entities.

Advisory Committee

As of December 31, ~~2023~~2024, the Advisory Committee members were Robert Nahigian and David Ross, limited partners of the Partnership. 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. 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.

7ITEM 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.

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~~ITEM~~We 1Aare subject to risks inherent in the ownership of real estate. We ~~RISK~~own ~~FACTORS~~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 charges, which may be affected by the following risks, some of which are discussed in more detail below:

We● ~~are~~changes ~~subject~~in tothe ~~certain~~economic ~~risks~~climate ~~and~~in ~~uncertainties as described below. These risks and uncertainties may not be~~ the ~~only~~markets ~~ones~~in wewhich ~~face; there may be additional risks that~~ we doown ~~not~~and ~~presently~~manage ~~know~~properties, ofincluding orinterest ~~that~~rates, wethe ~~currently~~overall ~~consider~~level ~~immaterial. All~~ of ~~these~~economic ~~risks could adversely affect our business~~activity, ~~financial~~the ~~condition,~~availability ~~results~~ of ~~operations~~consumer ~~and~~credit ~~cash flows. Our ability to pay distributions on,~~ and ~~the~~mortgage ~~market price of~~financing, ~~our~~unemployment ~~equity~~rates ~~securities~~and ~~may~~other ~~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~~a ~~subject~~lessening toof ~~risks~~demand ~~inherent~~for in the ~~ownership of real estate. We own and manage~~ multifamily ~~apartment complexes~~ and commercial ~~properties~~units that ~~are~~we 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 charges, which may be affected by the following risks, some of which are discussed in more detail below:own;

● ~~changes~~competition infrom ~~the~~other ~~economic~~available ~~climate~~multifamily inresidential ~~the markets in which we own~~ and ~~manage~~commercial ~~properties,~~units ~~including interest rates, the overall level of economic activity, the availability of consumer credit~~ and ~~mortgage~~changes ~~financing,~~in ~~unemployment~~market ~~rates~~rental ~~and other factors~~rates;

● adevelopment ~~lessening~~by competitors of ~~demand~~competing ~~for~~multi-family ~~the multifamily and commercial units that we own~~communities;

● ~~competition~~increases ~~from~~in ~~other~~property ~~available multifamily residential~~ and ~~commercial~~liability ~~units~~insurance ~~and changes in market rental rates~~costs;

● ~~development~~changes byin ~~competitors~~real ofestate ~~competing~~taxes ~~multi-family~~and ~~communities~~other operating expenses (e.g., cleaning, utilities, repair and maintenance costs, insurance and administrative costs, security, landscaping, pest control, staffing, snow removal and other general costs);

● ~~increases~~changes in ~~property~~laws and ~~liability~~regulations ~~insurance~~affecting ~~costs~~properties (including tax, environmental, zoning and building codes, and housing laws and regulations);

● ~~changes~~weather ~~in real estate taxes~~ and other ~~operating~~conditions ~~expenses~~that ~~(e.g.,~~might ~~cleaning,~~adversely ~~utilities,~~affect ~~repair~~operating ~~and maintenance costs, insurance and administrative costs, security, landscaping, pest control, staffing, snow removal and other general costs)~~expenses;

● ~~changes~~expenditures inthat ~~laws~~cannot ~~and~~be ~~regulations~~anticipated, ~~affecting~~such ~~properties~~as ~~(including~~utility ~~tax,~~rate ~~environmental~~and usage increases, ~~zoning~~unanticipated repairs and ~~building~~real ~~codes,~~estate ~~and~~tax ~~housing~~valuation ~~laws~~reassessments ~~and~~or ~~regulations)~~mileage rate increases;

● ~~weather~~our ~~and~~inability ~~other~~to ~~conditions~~control ~~that~~operating ~~might~~expenses ~~adversely~~or ~~affect~~achieve ~~operating~~increases ~~expenses~~in revenues;

● ~~expenditures~~the ~~that~~results ~~cannot~~of belitigation ~~anticipated,~~filed ~~such~~or asto ~~utility~~be ~~rate~~filed ~~and~~against ~~usage increases, unanticipated repairs and real estate tax valuation reassessments or mileage rate increases~~us;

● ~~our~~risks ~~inability~~related to ~~control~~our ~~operating~~joint ~~expenses or achieve increases in revenues~~ventures;

● ~~the~~risks ~~results~~ of ~~litigation~~personal ~~filed~~injury orclaims and property damage related to bemold ~~filed~~claims ~~against~~because usof diminished insurance coverage;

● ~~risks~~catastrophic ~~related~~property todamage ~~our~~losses ~~joint~~that ~~ventures~~are not covered by our insurance;

● risks ofassociated ~~personal~~with ~~injury claims and~~ property ~~damage~~acquisitions ~~related~~such toas ~~mold~~environmental ~~claims~~liabilities, ~~because~~among ~~of diminished insurance coverage~~others;

● ~~catastrophic~~changes ~~property~~in ~~damage~~market ~~losses~~conditions that ~~are~~may ~~not~~limit ~~covered~~or byprevent ~~our~~us ~~insurance~~from acquiring or selling properties; and

● ~~risks~~the ~~associated~~perception ~~with~~of ~~property~~tenants ~~acquisitions~~and ~~such~~prospective tenants as ~~environmental~~to ~~liabilities~~the attractiveness, ~~among~~convenience ~~others;~~and safety of our properties or the neighborhoods in which they are located.

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●We ~~changes~~are independent ~~market~~on ~~conditions~~rental ~~that~~income ~~may~~from ~~limit~~our ormultifamily ~~prevent~~apartment uscomplexes ~~from~~and ~~acquiring~~commercial properties. If we are unable to attract and retain tenants or ~~selling~~if ~~properties;~~our tenants are unable to pay their rental obligations, our financial condition and funds available for distribution to our shareholders will be adversely affected.

● Security ~~the~~breaches ~~perception~~and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer. Although we employ a number of ~~tenants~~measures to prevent, detect and ~~prospective~~mitigate ~~tenants~~cybersecurity attacks, our business is at risk from and may be impacted by such attacks as there is no guarantee such efforts will be successful in preventing a cyber-attack. Despite our security measures, our information technology and infrastructure may be vulnerable to ~~the~~attacks, ~~attractiveness~~and there can be no assurance that our actions, ~~convenience~~security measures, and ~~safety~~controls designed to prevent, detect, or respond to intrusion; to limit access to data; to prevent loss, destruction, alteration, or exfiltration of ~~our~~business ~~properties~~information; or to limit the ~~neighborhoods~~negative impact from such attacks can provide absolute security against a cybersecurity incident. 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, disruption to our operations, increased cybersecurity insurance premiums and damage our reputation, which ~~they~~could ~~are~~adversely ~~located~~affect our business. Our Audit Committee is responsible for overseeing our cybersecurity and data privacy risks. Our cybersecurity program is led by the Hamilton Company’s Chief Financial Officer, who, along with the Hamilton Company’s Director of Information Technology, provide regular updates each quarter to the Audit Committee regarding this program, including information about the cybersecurity threat landscape, investments in infrastructure and opportunities to protect and enhance the Company’s systems and security of products and operations. In addition, the Board of Directors of the General Partner (the “Board” or “Board of Directors”) receives periodic briefings from management regarding cybersecurity activities and initiatives.

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.

~~Security~~Our ~~breaches~~multifamily ~~and~~apartment ~~other~~complexes ~~disruptions could compromise our information~~ and ~~expose~~commercial usproperties toare ~~liability,~~subject ~~which would cause our business and reputation~~ to ~~suffer~~competition. Our ~~Although~~properties ~~we employ a number of measures to prevent, detect~~ and ~~mitigate~~joint ~~cybersecurity~~venture ~~attacks,~~investments ~~our~~are ~~business~~located ~~is at risk from and may be impacted by such attacks as there is no guarantee such efforts will be successful~~ in ~~preventing~~developed aareas ~~cyber-attack. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks, and there can be no assurance~~ that ~~our~~include ~~actions,~~other ~~security~~properties. ~~measures,~~The ~~and~~properties ~~controls~~also ~~designed~~compete towith ~~prevent,~~other ~~detect,~~rental ~~or respond to intrusion; to limit access to data; to prevent loss~~alternatives, ~~destruction, alteration, or exfiltration of business information; or to limit the negative impact from~~ such ~~attacks~~as ~~can provide absolute security against a cybersecurity incident. Any such access~~condominiums, ~~disclosure~~single orand ~~other~~multifamily ~~loss~~rental ~~of information could result in legal claims or proceedings~~homes, ~~liability~~owner ~~under~~occupied ~~laws~~single ~~that~~and ~~protect~~multifamily ~~the privacy of personal information~~homes, ~~disruption to our operations, increased cybersecurity insurance premiums~~ and ~~damage~~commercial ~~our~~properties ~~reputation,~~in ~~which~~attracting ~~could adversely affect our business~~tenants. ~~Our~~This ~~Audit~~competition ~~Committee~~may isaffect ~~responsible for overseeing~~ our ~~cybersecurity~~ability and data privacy risks. Our cybersecurity program is led by the Hamilton Company’s Chief Financial Officer, who, along with the Hamilton Company’s Director of Information Technology, provide regular updates each quarter to ~~the~~attract ~~Audit~~and ~~Committee~~retain ~~regarding~~residents ~~this program, including information about the cybersecurity threat landscape, investments in infrastructure~~ and ~~opportunities~~ to ~~protect~~increase ~~and enhance the Company’s systems and security of products and operations. In addition, the Board of Directors of the General Partner (the “Board”~~ or ~~“Board~~maintain ofrental ~~Directors”) receives periodic briefings from management regarding cybersecurity activities and initiatives~~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 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 ~~multifamily~~insurance ~~apartment~~may ~~complexes~~not ~~and~~be ~~commercial~~adequate ~~properties~~to ~~are~~cover ~~subject~~certain ~~to competition~~risks. ~~Our~~There ~~properties~~are ~~and~~certain ~~joint~~types ~~venture~~of ~~investments~~risks, ~~are~~generally ~~located~~of ina ~~developed~~catastrophic ~~areas~~nature, such as earthquakes, floods, windstorms, act of war and terrorist attacks that ~~include~~may ~~other~~be ~~properties.~~uninsurable, ~~The~~or ~~properties~~are ~~also~~not ~~compete~~economically ~~with~~insurable, ~~other~~or ~~rental~~are ~~alternatives~~not fully covered by insurance. Moreover, certain risks, such as ~~condominiums~~mold and environmental exposures, ~~single~~generally ~~and~~are ~~multifamily~~not ~~rental~~covered ~~homes,~~by ~~owner~~our ~~occupied~~insurance. ~~single~~Should ~~and~~an ~~multifamily~~uninsured ~~homes~~loss or a loss in excess of insured limits occur, ~~and~~we ~~commercial~~could ~~properties~~lose our equity in ~~attracting~~the ~~tenants~~affected property as well as the anticipated future cash flow from that property. ~~This~~Any ~~competition~~such ~~may~~loss ~~affect~~could ~~our~~have ~~ability~~a tomaterial ~~attract~~adverse ~~and~~effect ~~retain~~on ~~residents~~our ~~and~~business, tofinancial ~~increase~~condition orand ~~maintain~~results ~~rental~~of ~~rates~~operations.

~~The~~Debt ~~properties~~financing wecould ~~own~~adversely ~~are~~affect ~~concentrated~~our inperformance. ~~Eastern~~The ~~Massachusetts~~vast ~~and~~majority ~~Southern~~of ~~New~~our ~~Hampshire. Our~~assets ~~performance~~are encumbered by project specific, ~~therefore~~non-recourse, non-cross-collateralized mortgage debt. There is ~~linked~~a torisk ~~economic~~that ~~conditions~~these ~~and~~properties ~~the~~will ~~market~~not have sufficient cash flow from operations for ~~available~~payments ~~rental~~of ~~housing~~required principal and ~~commercial~~interest. ~~space~~We inmay not be able to refinance these ~~states.~~loans Aat ~~decline~~an inamount ~~the~~equal ~~market~~to ~~for~~the ~~apartment~~loan ~~housing~~balance and~~/or~~ ~~commercial~~the ~~properties~~terms of any refinancing may ~~adversely~~not ~~affect~~be ~~our~~as ~~financial~~favorable ~~condition,~~as ~~results~~the terms of ~~operations~~existing ~~and~~indebtedness. ~~ability~~If we are unable to make ~~distributions~~required topayments ~~our~~on ~~shareholders~~indebtedness that is secured by a mortgage, the Partnership will either pay down the underlying debt on the property or the property securing the mortgage may be foreclosed with a consequent loss of income and value to us.

~~Our~~We ~~insurance~~are ~~may~~obligated ~~not be adequate~~ to ~~cover~~comply ~~certain~~with ~~risks. There~~financial ~~are~~covenants ~~certain~~in ~~types~~our ofindebtedness ~~risks,~~that ~~generally~~could ofrestrict aour ~~catastrophic~~range ~~nature, such as earthquakes, floods, windstorms, act~~ of ~~war~~operating ~~and~~activities. ~~terrorist~~The ~~attacks~~mortgages ~~that~~on ~~may~~our beproperties ~~uninsurable,~~contain orcustomary ~~are~~negative ~~not economically insurable~~covenants, orincluding ~~are~~limitations ~~not~~on ~~fully~~our ~~covered by insurance. Moreover~~ability, ~~certain~~without ~~risks,~~prior ~~such~~consent asof ~~mold~~the lender and ~~environmental~~other ~~exposures,~~items. ~~generally~~Failure ~~are~~to ~~not~~comply ~~covered~~with bythese ~~our~~covenants ~~insurance.~~could ~~Should~~cause ~~an uninsured loss or~~ a ~~loss~~default inunder ~~excess~~the ofagreements ~~insured limits occur~~and, wein ~~could~~certain ~~lose~~circumstances; our ~~equity~~lenders inmay ~~the~~be ~~affected~~entitled ~~property~~to asaccelerate ~~well as the anticipated future cash flow from that property. Any such loss could have a material adverse effect on~~ our ~~business,~~debt ~~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.10

9Table of Contents

~~Table~~obligations. Defaults under our debt agreements could materially and adversely affect our financial condition and results of ~~Contents~~operations.

WeReal ~~are~~estate ~~obligated~~investments toare ~~comply~~generally ~~with~~illiquid, ~~financial~~and ~~covenants~~we inmay ~~our~~not ~~indebtedness~~be ~~that~~able ~~could~~to ~~restrict~~sell our ~~range~~properties ofwhen ~~operating~~it ~~activities.~~is ~~The~~economically ~~mortgages~~or onstrategically ~~our~~advantageous ~~properties~~to ~~contain~~do ~~customary~~so. Real ~~negative~~estate ~~covenants,~~investments ~~including~~generally ~~limitations~~cannot onbe ~~our~~sold ~~ability~~quickly, ~~without prior consent of the lender~~ and ~~other~~our ~~items.~~ability ~~Failure~~ to ~~comply~~sell ~~with~~properties ~~these~~may ~~covenants~~be ~~could~~affected ~~cause~~by amarket ~~default~~conditions. ~~under~~We ~~the agreements and, in certain circumstances; our lenders~~ may not be ~~entitled~~able to ~~accelerate~~diversify ~~our~~or ~~debt~~vary ~~obligations. Defaults under~~ our ~~debt~~portfolio ~~agreements~~promptly ~~could~~in ~~materially~~accordance ~~and~~with ~~adversely~~our ~~affect~~strategies ~~our~~or ~~financial~~in ~~condition~~response ~~and~~to ~~results~~economic ofor ~~operations~~other conditions.

~~Real~~Our ~~estate~~access ~~investments are generally illiquid, and we may not be able~~ to ~~sell~~public ~~our~~debt ~~properties~~markets ~~when it~~ is ~~economically or strategically advantageous to do so~~limited. ~~Real~~Substantially ~~estate~~all ~~investments~~of ~~generally cannot be sold quickly, and~~ our ~~ability~~debt tofinancings ~~sell~~are ~~properties~~secured ~~may be affected~~ by ~~market~~mortgages ~~conditions.~~on ~~We may not be able to diversify or vary~~ our ~~portfolio~~properties ~~promptly~~because inof ~~accordance with~~ our ~~strategies~~limited oraccess ~~in response~~ to ~~economic~~public ordebt ~~other conditions~~markets.

~~Our~~Litigation ~~access~~may toresult ~~public~~in ~~debt~~unfavorable ~~markets is limited~~outcomes. ~~Substantially~~Like ~~all~~many ofreal ~~our~~estate ~~debt~~operators, ~~financings~~we ~~are~~may ~~secured~~be byinvolved ~~mortgages~~in onlawsuits ~~our~~involving ~~properties~~premises ~~because~~liability claims, housing discrimination claims and alleged violations of ~~our~~landlord-tenant ~~limited~~laws, ~~access~~which may give rise to ~~public~~class ~~debt~~action ~~markets~~litigation or governmental investigations. Any material litigation not covered by insurance, such as a class action, could result in substantial costs being incurred.

~~Litigation~~Our financial results may ~~result~~be inadversely ~~unfavorable~~impacted ~~outcomes. Like~~if ~~many~~we ~~real~~are ~~estate~~unable ~~operators,~~to wesell ~~may~~properties beand ~~involved~~employ the proceeds in ~~lawsuits~~accordance ~~involving~~with ~~premises~~our ~~liability~~strategic ~~claims,~~plan. Our ~~housing~~ability ~~discrimination~~to ~~claims~~pay ~~and~~down ~~alleged~~debt, ~~violations~~reduce ofour ~~landlord-tenant~~interest ~~laws~~costs, ~~which~~repurchase ~~may~~Depositary ~~give~~Receipts ~~rise~~and toacquire ~~class~~properties ~~action~~is ~~litigation~~dependent orupon ~~governmental~~our ~~investigations.~~ability ~~Any~~to ~~material~~sell ~~litigation~~the ~~not~~properties ~~covered~~we byhave ~~insurance,~~selected ~~such~~for asdisposition aat ~~class~~the ~~action,~~prices ~~could~~and ~~result~~within inthe ~~substantial~~deadlines ~~costs~~we ~~being~~have ~~incurred.~~established for each respective property.

~~Our~~The ~~financial~~costs ~~results~~of ~~may~~complying bewith laws and regulations could adversely ~~impacted~~affect ifour wecash ~~are~~flow ~~unable~~and ability to ~~sell~~make distributions to our shareholders. Our properties ~~and~~must ~~employ~~comply ~~the~~with ~~proceeds~~Title inIII ~~accordance~~of the Americans with ~~our~~Disabilities ~~strategic~~Act ~~plan~~(the “ADA”) to the extent that they are “public accommodations” or “commercial facilities” as defined in the ADA. ~~Our~~ ~~ability~~The ADA does not consider apartment complexes to ~~pay~~be ~~down~~public ~~debt~~accommodations or commercial facilities, ~~reduce~~except ~~our~~for ~~interest~~portions ~~costs~~of such properties that are open to the public. In addition, ~~repurchase~~the ~~Depositary~~Fair ~~Receipts~~Housing ~~and~~Amendments ~~acquire~~Act ~~properties~~of is1988 ~~dependent~~(the ~~upon~~“FHAA”) ~~our~~requires ~~ability~~apartment complexes first occupied after March 13, 1990, to ~~sell~~be accessible to the ~~properties~~handicapped. weOther ~~have~~laws ~~selected~~also ~~for~~require ~~disposition~~apartment atcommunities ~~the~~to ~~prices~~be ~~and~~handicap ~~within~~accessible. Noncompliance with these laws could result in the ~~deadlines~~imposition weof ~~have~~fines ~~established~~or ~~for~~an ~~each~~award ~~respective~~of ~~property~~damages to private litigants. We may be subject to lawsuits alleging violations of handicap design laws in connection with certain of our developments. If 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.

~~The~~Under ~~costs~~various offederal, ~~complying~~state ~~with laws~~ and ~~regulations~~local ~~could~~laws, ~~adversely~~an ~~affect~~owner ~~our~~or ~~cash~~operator ~~flow~~of ~~and~~real ~~ability~~estate tomay ~~make~~be ~~distributions~~liable tofor ~~our~~the ~~shareholders. Our~~costs ~~properties~~of ~~must~~removal ~~comply~~or ~~with~~remediation ~~Title III~~ of ~~the~~certain ~~Americans~~hazardous ~~with~~or ~~Disabilities~~toxic ~~Act~~substances ~~(the~~on, ~~“ADA”)~~under ~~to the extent that they are “public accommodations”~~ or ~~“commercial facilities” as defined~~ in the ~~ADA~~property. ~~The~~This ~~ADA~~liability ~~does~~may ~~not~~be ~~consider~~imposed ~~apartment~~without ~~complexes~~regard to bewhether ~~public~~the ~~accommodations~~owner or ~~commercial~~operator ~~facilities,~~knew ~~except for portions~~ of, ~~such~~or ~~properties~~was ~~that~~responsible ~~are~~for, ~~open~~the topresence of the ~~public~~substances. InOther ~~addition,~~laws ~~the~~impose ~~Fair~~on ~~Housing~~owners ~~Amendments~~and ~~Act~~operators ofcertain ~~1988~~requirements ~~(the~~regarding ~~“FHAA”)~~conditions ~~requires~~and ~~apartment~~activities ~~complexes~~that ~~first~~may ~~occupied~~affect ~~after~~human ~~March 13,~~health ~~1990,~~or tothe beenvironment. ~~accessible~~Failure to ~~the~~comply ~~handicapped.~~with ~~Other~~applicable ~~laws~~requirements ~~also~~could ~~require~~complicate ~~apartment~~our ~~communities~~ability to belease ~~handicap~~or ~~accessible.~~sell ~~Noncompliance~~an ~~with~~affected ~~these~~property ~~laws~~and could ~~result~~subject inus ~~the~~to ~~imposition~~monetary ofpenalties, ~~fines~~costs orrequired anto ~~award~~achieve ofcompliance ~~damages~~and potential liability to ~~private~~third ~~litigants~~parties. We ~~may~~are benot ~~subject~~aware of any material noncompliance, liability or claim relating to ~~lawsuits~~hazardous ~~alleging~~or ~~violations~~toxic ofsubstances ~~handicap~~or ~~design~~other ~~laws~~environmental matters in connection with ~~certain~~any of our ~~developments~~properties. IfNonetheless, ~~compliance~~it ~~with~~is ~~these~~possible ~~laws~~that ~~involves~~material ~~substantial~~environmental ~~expenditures~~contamination or ~~must~~conditions beexist, ~~made~~or oncould anarise ~~accelerated~~in ~~basis~~the future, ~~our~~in ~~ability~~the toapartment ~~make~~communities ~~distributions~~or toon ~~our~~the ~~shareholders~~land ~~could~~upon bewhich ~~adversely~~they ~~affected~~are located.

~~Under~~We ~~various~~are ~~federal,~~subject ~~state~~to ~~and~~the ~~local~~risks ~~laws,~~associated anwith ~~owner~~investments orthrough ~~operator~~joint ventures. Seven of ~~real~~our ~~estate~~properties ~~may~~are beowned ~~liable~~by ~~for~~joint ~~the~~ventures ~~costs~~in ofwhich ~~removal~~we ordo ~~remediation~~not ofhave ~~certain~~a ~~hazardous~~direct orcontrolling ~~toxic~~interest. ~~substances~~We ~~on,~~may ~~under~~enter orinto injoint ~~the~~ventures, ~~property.~~including ~~This~~joint ~~liability~~ventures ~~may~~that bewe ~~imposed~~do ~~without~~not ~~regard~~control, toin ~~whether~~ the ~~owner~~future. orAny ~~operator~~joint ~~knew~~venture ~~of,~~investment orinvolves ~~was~~risks ~~responsible~~such ~~for,~~as the ~~presence~~possibility ofthat the ~~substances.~~co-venturer ~~Other~~may ~~laws~~seek ~~impose~~relief onunder ~~owners~~federal ~~and~~or ~~operators~~state ~~certain~~insolvency ~~requirements~~laws ~~regarding~~or ~~conditions~~have ~~and~~economic ~~activities~~or ~~that~~business ~~may~~interests ~~affect human health~~ or ~~the~~goals ~~environment.~~that ~~Failure~~are toinconsistent ~~comply~~ with ~~applicable~~our ~~requirements~~business ~~could~~interests ~~complicate~~or ~~our~~goals. ~~ability~~While tothe ~~lease~~bankruptcy or ~~sell~~insolvency anof ~~affected~~our ~~property~~co-venturer ~~and~~generally ~~could~~should ~~subject~~not usdisrupt tothe ~~monetary~~operations ~~penalties,~~of ~~costs~~the ~~required~~joint toventure, ~~achieve~~we ~~compliance~~could ~~and~~be ~~potential~~forced ~~liability~~ to ~~third~~purchase ~~parties.~~the Weco-venturer’s ~~are~~interest ~~not~~in ~~aware~~the ofjoint ~~any~~venture ~~material~~or ~~noncompliance,~~the ~~liability~~interest orcould ~~claim~~be ~~relating~~sold to ~~hazardous~~a orthird ~~toxic~~party. ~~substances~~We oralso ~~other~~may ~~environmental~~guarantee ~~matters~~the inindebtedness ~~connection with any~~ of our ~~properties~~joint ventures. ~~Nonetheless,~~If itwe isdo ~~possible~~not ~~that~~have ~~material~~control ~~environmental~~over ~~contamination~~a orjoint ~~conditions exist~~venture, orthe ~~could~~value ~~arise~~of inour ~~the~~investment ~~future,~~may inbe ~~the~~affected ~~apartment~~adversely ~~communities~~by ora onthird ~~the~~party ~~land~~that ~~upon~~may ~~which~~have ~~they~~different ~~are~~goals ~~located~~and capabilities than ours.

We are subject to the risks associated with investments through joint ventures. Seven of our properties are owned by joint ventures in which we do not have a direct 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 11

10Table of Contents

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

~~indebtedness~~● ofavailability ~~our joint ventures. If we do not have control over a joint venture, the value~~ of ~~our~~acceptable ~~investment may be affected adversely by a third party that may have different goals and capabilities than ours.~~financing;

We● ~~are~~competition ~~subject to risks associated~~ with ~~development,~~other ~~acquisition~~entities ~~and~~for ~~expansion~~investment ~~of multifamily apartment complexes and commercial properties. Development projects and acquisitions and expansions of apartment complexes are subject to a number of risks, including:~~opportunities;

● ~~availability~~failure ofby ~~acceptable~~our ~~financing~~properties to achieve anticipated operating results;

● ~~competition~~construction ~~with~~costs ~~other~~of ~~entities~~a ~~for~~property ~~investment~~exceeding ~~opportunities~~original estimates;

● ~~failure~~delays byin ~~our properties to achieve anticipated operating results~~construction; and

● ~~construction~~expenditure ~~costs~~of funds on, and the devotion of amanagement ~~property~~time ~~exceeding~~to, ~~original~~transactions ~~estimates;~~that may not come to fruition.

●We ~~delays~~are insubject ~~construction;~~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 35% of our Depositary Receipts as of December 31, 2024. Additionally, management decisions rest with our General Partner without limited partner approval.

●Competition ~~expenditure~~for ofskilled ~~funds~~personnel ~~on,~~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 ~~devotion~~day- to-day operations of ~~management~~our ~~time~~properties. ~~to,~~Competitive ~~transactions~~pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not ~~come~~be able to ~~fruition~~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.

We ~~are~~depend ~~subject~~on our key personnel. Our success depends to ~~control~~a bysignificant ~~our~~degree ~~directors~~upon ~~and~~the ~~officers. The~~continued ~~directors~~contribution ~~and~~of ~~executive~~key ~~officers~~members of the ~~General~~management ~~Partner~~company, ~~and~~who ~~members~~may be difficult to replace. The loss of ~~their~~services ~~families~~of ~~and~~these ~~related~~executives ~~entities~~could ~~owned~~have ~~approximately~~a ~~38%~~material ofadverse ~~our~~effect ~~Depositary~~on ~~Receipts~~us. asThere can be no assurance that the services of ~~December 31,~~such ~~2023~~personnel will continue to be available to us. ~~Additionally,~~We ~~management~~do ~~decisions~~not ~~rest~~hold ~~with~~key-man ~~our~~life ~~General~~insurance ~~Partner~~on ~~without~~any ~~limited~~of ~~partner~~our ~~approval~~key personnel.

~~Competition~~Changes ~~for~~in ~~skilled~~market ~~personnel~~conditions could ~~increase~~adversely ~~our~~affect ~~labor~~the ~~costs. We~~market ~~and~~price of our ~~management~~Depositary ~~company~~Receipts. As ~~compete~~ with ~~various~~ other ~~companies~~publicly intraded ~~attracting~~equity ~~and~~securities, ~~retaining qualified and skilled personnel who are responsible for~~ the ~~day-~~value ~~to-day operations~~ of our ~~properties.~~Depositary ~~Competitive~~Receipts ~~pressures~~depends ~~may~~on ~~require~~various ~~that~~market weconditions, ~~enhance~~which ~~our~~may ~~pay~~change ~~and~~from ~~benefits~~time ~~package~~ to ~~compete~~time. ~~effectively~~Among ~~for~~the ~~such~~market ~~personnel.~~conditions Wethat may ~~not~~affect ~~be able to offset such added costs by increasing~~ the ~~rates~~value weof ~~charge~~ our ~~tenants.~~Depositary IfReceipts ~~there~~are isthe ~~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.~~following:

We● ~~depend on our key personnel. Our success depends to a significant degree upon~~ the ~~continued~~extent ~~contribution~~ of ~~key~~investor ~~members~~interest ofin ~~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~~general ~~price~~reputation of ~~our~~real ~~Depositary~~estate ~~Receipts. As~~companies ~~with~~and ~~other publicly traded equity securities,~~ the ~~value~~attractiveness of our ~~Depositary~~equity ~~Receipts~~securities ~~depends~~in oncomparison ~~various market conditions, which may change from time~~ to ~~time.~~other ~~Among~~equity ~~the~~securities, ~~market~~including ~~conditions~~securities ~~that~~issued ~~may~~by ~~affect~~other ~~the~~real ~~value~~estate ~~of our Depositary Receipts are the following:~~companies;

● ~~the~~our ~~extent~~financial ~~of investor interest in us~~performance; and

● ~~the~~ general ~~reputation~~stock ~~of real estate companies~~ and ~~the~~bond ~~attractiveness~~market ~~of our equity securities in comparison to other equity securities, including securities issued by other real estate companies;~~conditions.

●The market value of our ~~financial~~Depositary ~~performance;~~Receipts 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 ~~general~~face ~~stock~~possible risks associated with the physical effects of climate change. We cannot predict with certainty whether climate change is occurring and, ~~bond~~if ~~market~~so ~~conditions~~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

The market value of our Depositary Receipts 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.12

11Table of Contents

~~Table~~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 ~~Contents~~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.

WeRisk ~~face~~of ~~possible~~changes ~~risks~~in ~~associated~~the ~~with~~tax ~~the~~law ~~physical~~applicable ~~effects~~to ofreal ~~climate~~estate ~~change~~partnerships. WeSince ~~cannot~~the ~~predict~~Internal ~~with~~Revenue ~~certainty~~Service, ~~whether~~the ~~climate~~United ~~change~~States isTreasury ~~occurring~~Department and, ifCongress sofrequently atreview ~~what~~federal ~~rate.~~income ~~However~~legislation, ~~the~~we ~~physical~~cannot ~~effects~~predict ~~of climate change could have a material effect on our properties~~whether, ~~operations,~~when ~~and~~or ~~business.~~to Towhat ~~the~~ extent ~~climate~~new ~~change~~federal ~~causes~~tax ~~changes in weather patterns~~laws, ~~our markets could experience increases in storm intensity and rising sea levels. Over time~~regulations, ~~these~~interpretations ~~conditions could result in declining demand for our buildings~~ or ~~the~~rulings ~~inability~~will ofbe usadopted. toAny ~~operate~~such ~~the~~legislative ~~buildings~~action ~~at all. Climate change~~ may ~~also~~prospectively ~~have indirect effects on our business by increasing the cost of (~~or ~~making~~retroactively ~~unavailable)~~modify ~~property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal at~~ our ~~properties.~~tax ~~Proposed~~treatment ~~federal legislation to address climate change could increase utility~~ and ~~other costs of operating our properties which~~therefore, ifmay ~~not~~adversely ~~offset~~affect bytaxation ~~rising~~to ~~rental income~~us, ~~would~~and/or ~~reduce~~ our ~~net income~~partners. ~~There can be no assurance that climate change will not have a material adverse effect on our properties, operations or business.~~

~~Risk~~If ~~of changes in~~ the ~~tax~~IRS ~~law~~makes ~~applicable~~audit adjustments to ~~real~~our ~~estate~~income ~~partnerships. Since~~tax ~~the Internal Revenue Service~~returns, ~~the~~it ~~United~~may ~~States~~assess ~~Treasury Department~~ and ~~Congress~~collect ~~frequently~~any ~~review~~taxes ~~federal~~(including ~~income~~any ~~legislation,~~applicable wepenalties ~~cannot~~and ~~predict~~interest) ~~whether,~~resulting ~~when~~from orsuch toaudit ~~what~~adjustments ~~extent~~directly ~~new~~from ~~federal~~the ~~tax~~Partnership. ~~laws~~If, ~~regulations,~~as ~~interpretations~~a orresult ~~rulings~~of ~~will~~any ~~be adopted. Any~~ such ~~legislative~~audit ~~action~~adjustment, ~~may~~we ~~prospectively~~are orrequired ~~retroactively~~to ~~modify~~make ~~our~~payments ~~tax~~of ~~treatment~~taxes, penalties and ~~therefore~~interest, ~~may~~our ~~adversely~~cash ~~affect~~available ~~taxation~~for distribution to ~~us, and/or~~ our partners might be substantially reduced.

IfSome ~~the~~of ~~IRS~~our ~~makes~~costs, ~~audit~~such ~~adjustments~~as operating and general and administrative expenses, interest expense, and real estate acquisition and construction costs, are subject to inflation. A portion of our ~~income~~operating ~~tax~~expenses ~~returns~~is sensitive to inflation. These include expenses for property-related contracted services such as janitorial and engineering services, itutilities, ~~may~~repairs ~~assess~~and maintenance, and ~~collect~~insurance. ~~any~~Property taxes ~~(including~~are ~~any~~also ~~applicable~~impacted ~~penalties~~by ~~and~~inflationary ~~interest)~~changes ~~resulting~~as ~~from~~taxes ~~such~~are ~~audit~~regularly ~~adjustments~~reassessed ~~directly~~based ~~from~~on changes in the ~~Partnership~~fair value of our properties. IfAdditionally, asinflationary pricing may have a ~~result~~negative ofeffect ~~any~~on ~~such~~real ~~audit~~estate ~~adjustment,~~acquisitions weand ~~are~~the ~~required~~construction costs necessary to ~~make~~complete ~~payments~~our renovation, development and redevelopment projects, including, but not limited to, costs of ~~taxes~~construction materials, ~~penalties~~labor, and ~~interest~~services from third-party contractors and suppliers. Our commercial leases have fixed rent increases which may not increase in line with inflation, thus causing our net operating income to decrease. As a result, our financial condition, results of operations, and cash ~~available~~flows, ~~for~~as ~~distribution~~well toas our ~~partners~~ability ~~might~~to pay dividends, could be ~~substantially~~adversely ~~reduced.~~affected over time.

~~Some~~Recent City of ~~our~~Boston ~~costs,~~regulations ~~such~~impose asnew ~~operating~~energy ~~and~~performance ~~general~~standards and ~~administrative~~fines ~~expenses,~~that ~~interest~~may ~~expense,~~increase ~~and~~utilities ~~real estate acquisition~~ and ~~construction~~administrative costs, ~~are~~in ~~subject~~order to ~~inflation.~~comply Awith ~~portion~~disclosure ofand ~~our~~energy ~~operating~~reduction ~~expenses is sensitive to inflation~~requirements. ~~These~~The ~~include~~City ~~expenses~~of ~~for~~Boston ~~property-related~~has ~~contracted~~implemented ~~services~~a ~~such~~Building asEmissions ~~janitorial~~Reduction and ~~engineering~~Disclosure ~~services,~~Ordinance ~~utilities,~~that ~~repairs~~sets ~~and~~specific ~~maintenance,~~requirements ~~and~~for ~~insurance.~~large ~~Property~~buildings ~~taxes~~to ~~are~~reduce ~~also~~energy ~~impacted~~use bywith ~~inflationary changes as taxes are regularly reassessed based on changes in~~ the ~~fair~~goal ~~value~~ of ~~our~~targeting ~~properties.~~zero ~~Additionally,~~emissions ~~inflationary~~for ~~pricing~~large ~~may~~buildings ~~have~~by a2050. ~~negative~~The ~~effect~~ordinance onrestricts ~~real~~emissions ~~estate~~standards ~~acquisitions~~to ~~and~~certain ~~the~~units ~~construction~~that ~~costs~~begin ~~necessary~~phasing toin ~~complete~~during ~~our~~2025 ~~renovation,~~with ~~development~~such ~~and~~limits ~~redevelopment~~decreasing ~~projects,~~over ~~including,~~time ~~but~~according ~~not limited~~ to, ~~costs~~specific ofthresholds ~~construction~~based ~~materials,~~upon ~~labor,~~building ~~and~~use ~~services~~type. ~~from third~~Non-~~party~~compliance ~~contractors~~with ~~and~~either ~~suppliers.~~disclosure ~~Our~~requirements ~~commercial~~or ~~leases~~emission ~~have~~limits ~~fixed rent increases which~~ may ~~not~~result ~~increase~~ in ~~line~~the ~~with~~imposition ~~inflation,~~of ~~thus~~penalties ~~causing~~for ~~our~~such ~~net~~time ~~operating~~as ~~income~~non-compliance toremains ~~decrease~~in effect. As a result, our financial condition, results of operations, and cash flows, as well as our ability to pay dividends, could be adversely affected over time.

Revenue associated with residential properties may be limited in the future if current rent restriction proposals are adopted by the City of Boston. On February 13, 2023, Boston Mayor Michelle Wu submitted a home rule petition to the Boston City Council that would allow the City to limit how much landlords can increase rent on returning tenants each year to the lower of 10% or the Consumer Price Index for the Boston metropolitan area plus six percentage points. The petition, as currently stated, would apply to any properties with six or more units. The petition needs to be approved by both local and state policymakers in order to be enacted. The Boston City Council approved the submission of the petition to the state legislature on March 8, 2023. If such petition were to be passed by state legislatures, our financial condition, results of operations, and cash flows, as well as our ability to pay dividends, could be adversely affected over time.

~~Recent~~Development ~~City~~project ofcosts ~~Boston~~that ~~regulations~~exceed ~~impose~~estimates. ~~new~~We ~~energy performance standards and fines that~~ may ~~increase~~incur ~~utilities~~construction ~~and administrative~~ costs inat order to comply with disclosure and energy reduction requirements. The City of Boston has implemented a Building Emissions Reduction and Disclosure Ordinance that sets specific requirements for large buildings to reduce energy use with the ~~goal~~Mill ofStreet ~~targeting~~development ~~zero~~project ~~emissions for large buildings by 2050. The ordinance restricts emissions standards to certain units~~ that ~~begin~~exceed ~~phasing~~our inoriginal ~~during~~estimates ~~2025~~or ~~with~~experience ~~such~~competition ~~limits~~delays ~~decreasing~~due ~~over time according~~ to ~~specific~~increased thresholds based upon building use type. Non-compliance with either disclosure requirements or emission limits may result in the imposition of penalties for such time as non-compliance remains in effect. As a resultmaterial, ~~our financial condition~~labor, ~~results~~or ofother ~~operations~~costs, ~~and~~or ~~cash~~supply ~~flows,~~chain asdisruptions ~~well~~that ~~as our ability to pay dividends,~~ could bereduce ~~adversely~~the ~~affected~~project’s ~~over time~~profitability.

Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

The Partnership’s information technology, communication networks, system applications, accounting and financial reporting platforms and related systems, and those that are offered to residents and tenants, are integral to the operation of the business. The Partnership utilizes these systems, among others, for financial analysis, management, and ~~reporting, for facilitation of operations, including for the initiation, generation, and completion of resident leasing, for internal communications, and for various other aspects of the business.~~

Table of Contents

reporting, for facilitation of operations, including for the initiation, generation, and completion of resident leasing, for internal communications, and for various other aspects of the business.

The Partnership’s cybersecurity strategy is focused on detection, protection, incident response, security risk management and mitigation, and resiliency of the cybersecurity infrastructure. The Partnership has implemented or is in the process of continuously evaluating, testing and updating various information security processes and policies designed to identify, assess and manage material risks from cybersecurity threats to the Partnership’s critical computer networks, third-party hosted services, communications systems, hardware and software, and critical data, including confidential information that is proprietary, strategic or competitive in nature, as well as any personally identifiable information related to the Partnership’s residents’ and employees’ personal data.

To operate its business, the Partnership engages certain third-party vendors to perform a variety of functions. The Partnership seeks to engage reliable, reputable service providers. Depending upon the nature of the services and the sensitivity of the data that a third-party service provider processes, the Partnership’s vendor management procedures include reviewing the cybersecurity procedures, imposing contractual requirements, and conducting as needed periodic reassessments. The Partnership seeks to further enhance this review to expand the scope and depth of this analysis.

Cybersecurity is a critical component of our risk management process. We recognize that no single technology, process, or business control can effectively prevent or mitigate all risks, thus we use a variety of tools including multi-factor authentication and antivirus and firewall protection, to help identify, protect, detect, respond to, and recover from cyber threats. These individual technologies work together as part of our strategy to minimize risk. This strategy is tested through audits and independent program assessments, as well as through additional exercises with our Managed Service Provider, designed to assess effectiveness. The Managed Service Provider actively manages our firewalls, multi-factor authentication, antivirus, and Azure environment. Our Managed Service Provider also reviews our cybersecurity program on a quarterly basis and provides recommendations toward best industry practice. Our cybersecurity program is continually evolving to align with NIST standards, and we regularly monitor our progression toward these standards.

Our Audit Committee is responsible for overseeing our cybersecurity and data privacy risks. Our cybersecurity program is led by the Hamilton Company’s Chief Financial Officer, who, along with the Hamilton Company’s Director of Information Technology who has been with Hamilton for 3839 years, provide regular updates each quarter to the Audit Committee regarding this program, including information about the cybersecurity threat landscape, investments in infrastructure and opportunities to protect and enhance the Company’s systems and security of products and operations. The also Board receives periodic briefings from management regarding cybersecurity activities and initiatives.

The Partnership’s cybersecurity program is designed to safeguard the confidentiality, integrity and availability of data and systems within the Company’s environment to effectively support our business objectives and customer needs. Our commitment to cybersecurity focuses on enhancing our prevention, monitoring, and detection response capabilities to identify and respond to evolving threats. We believe cybersecurity is the responsibility of every employee of the Hamilton Company, and it is prioritized each year. We regularly test, educate, and share best practices with employees of the Hamilton Company to raise awareness of cyber threats through a comprehensive security awareness training program. Our Managed Service Provider is responsible for testing our ability to restore our critical infrastructure on a quarterly basis. Additionally, our incident response and disaster recovery plans are reviewed and updated annually.

During ~~2023~~2024, we have not encountered cybersecurity challenges that have materially impaired our operations, business strategy or financial condition.

1314

Table of Contents

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 seven 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 2,943 Apartment Units, the number and type of units in each complex, the range of rents and vacancies as of February 1, ~~2024~~2025, the principal amount outstanding under any mortgages as of December 31, ~~2023~~2024, the fixed interest rates applicable to such mortgages, and the maturity dates of such mortgages.

Mortgage Balance

and Interest Rate

Maturity

Number and Type

As of

Date of

Apartment Complex

of Units

Rent Range

Vacancies

December 31, ~~2023~~2024

(1)

Mortgage

Boylston Downtown L.P.

268 units

412

3433,~~092~~145,~~579~~648

2028

62 Boylston Street

0 three bedroom

N/A

3.97

Boston, MA

0 two bedroom

N/A

53 one bedroom

23,~~625~~250

–

3,~~300~~400

215 studios

2,~~075~~500

–

2,~~625~~700

Brookside Associates, LLC

44 units

6,175,000

2035

5–7–10–12 Totman Road

0 three bedroom

N/A

3.53

Woburn, MA

34 two bedroom

12,~~850~~200

–

2,~~125~~450

10 one bedroom

12,~~700~~000

–

2,~~000~~300

0 studios

N/A

Clovelly Apartments L.P.

103 units

—

11,214,000

2031

160–170 Concord Street

0 three bedroom

N/A

2.97

Nashua, NH

53 two bedroom

1,~~575~~725

–

2,050

50 one bedroom

1,~~550~~690

–

1,~~800~~795

0 studios

N/A

Commonwealth 1137 L.P.

35 units

—2

5,440,000

2031

1131–1137 Commonwealth Ave.

29 three bedroom

32,~~375~~750

–

4,~~400~~725

2.97

Allston, MA

4 two bedroom

2,500

–

3,~~000~~300

1 one bedroom

12,~~450~~300

–

12,~~450~~300

1 studio

1,~~725~~600

–

1,~~725~~600

Commonwealth 1144 L.P.

261 units

110

32,325,000

2031

1144–1160 Commonwealth Ave.

0 three bedroom

N/A

2.97

Allston, MA

11 two bedroom

2,~~125~~800

–

2,~~500~~900

109 one bedroom

1,~~890~~600

–

2,~~550~~925

141 studios

1,~~825~~650

–

2,~~300~~400

Nera Dean Street Associates, LLC

69 units

10,322,000

2032

38–48 Dean Street

0 three bedroom

N/A

4.33

Norwood, MA

66 two bedroom

12,~~800~~400

–

2,~~300~~500

3 one bedroom

1,~~800~~975

–

1,~~900~~975

0 studios

N/A

Executive Apartments L.P.

72 units

—1

8,190,000

2031

545–561 Worcester Road

1 three bedroom

2,~~450~~525

–

2,~~450~~525

2.97

Framingham, MA

47 two bedroom

12,~~885~~175

–

2,~~095~~575

23 one bedroom

1,~~600~~825

–

12,~~855~~075

1 studio

1,~~625~~700

–

1,~~625~~700

Hamilton Battle Green LLC

48 units

3,~~766~~629,~~660~~770

2026

34–42 Worthen Road

0 three bedroom

N/A

4.95

Lexington, MA

24 two bedroom

2,650

–

3,~~100~~150

24 one bedroom

2,~~175~~250

–

2,~~480~~650

0 studios

N/A

Hamilton Green Apartments LLC

193 units

3231,~~190~~336,~~519~~828

2028

311–319 Lowell Street

10 three bedroom

3,~~100~~400

–

34,~~750~~400

4.67

Andover, MA

168 two bedroom

2,~~325~~600

–

2,~~900~~700

15 one bedroom

2,~~150~~250

–

2,~~500~~350

0 studios

N/A

Hamilton Highlands

79 units

—

1918,~~437~~970,~~587~~055

2026

755-757 Highland Avenue

0 three bedroom

–

N/A

3.76

Needham,Ma.

76 two bedroom

2,~~400~~850

–

23,~~950~~400

2 one bedroom

12,~~925~~450

–

2,~~085~~450

1 studio

2,~~100~~400

–

2,~~100~~400

Hamilton Oaks Associates, LLC

268 units

26,666,000

2031

30–50 Oak Street Extension

0 three bedroom

N/A

2.97

40–60 Reservoir Street

96 two bedroom

12,~~750~~145

–

2,~~100~~200

Brockton, MA

159 one bedroom

1,~~450~~875

–

1,~~800~~925

13 studios

1,~~350~~625

–

1,~~550~~625

Highland Street Apartments L.P.

36 units

—

3,960,000

2031

38–40 Highland Street

0 three bedroom

N/A

2.97

Lowell, MA

24 two bedroom

1,~~500~~675

–

1,725

10 one bedroom

1,500

–

1,~~625~~550

2 studios

1,~~325~~425

–

1,425

1415

Table of Contents

Mortgage Balance

and Interest Rate

Maturity

Number and Type

As of

Date of

Apartment Complex

of Units

Rent Range

Vacancies

December 31, ~~2023~~2024

(1)

Mortgage

Linhart L.P.

9 units

—1

4–34 Lincoln Street

0 three bedroom

N/A

—

Newton, MA

0 two bedroom

N/A

5 one bedroom

1,~~750~~850

–

2,~~050~~250

4 studios

1,~~575~~775

–

21,~~025~~775

Mill Street Development (2)

—

57 Mill Street

Woburn,MA.

Mill Street Gardens, LLC

181 units

31,000,000

2035

57 Mill Street

0 three bedroom

N/A

3.59

Woburn,MA.

116 two bedroom

12,950

2,~~450~~950

62 one bedroom

12,~~700~~150

–

2,150

3 studios

1,~~575~~775

–

1,~~625~~775

North Beacon 140 L.P.

65 units

12,683,000

2031

140–154 North Beacon Street

10 three bedroom

3,~~550~~100

–

34,~~900~~200

2.97

Brighton, MA

54 two bedroom

23,~~650~~500

–

3,~~400~~600

1 one bedroom

2,~~375~~200

–

2,~~375~~200

0 studios

N/A

Olde English Apartments L.P.

84 units

—

9,608,000

2031

703–718 Chelmsford Street

0 three bedroom

N/A

2.97

Lowell, MA

47 two bedroom

1,~~700~~750

–

1,~~850~~800

30 one bedroom

1,650

–

1,750

7 studios

1,~~475~~525

–

1,~~750~~525

Redwood Hills L.P.

180 units

17,105,000

2031

376-382 Sunderland road

0 three bedroom

N/A

2.97

Worcester, MA

89 two bedroom

1,~~675~~950

–

2,~~150~~500

91 one bedroom

1,~~450~~950

–

12,~~800~~050

0 studios

N/A

Residences at Captain Parkers LLC

94 units

20,750,000

2029

125 Worthen Road and Ryder Lane

8 three bedroom

3,~~600~~800

–

45,100

4.05

Lexington, MA

48 two bedroom

2,~~650~~850

–

3,~~150~~900

38 one bedroom

2,~~250~~500

–

2,~~750~~950

0 studios

N/A

River Drive L.P.

72 units

9,543,000

2031

3–17 River Drive

0 three bedroom

N/A

2.97

Danvers, MA

60 two bedroom

1,~~875~~950

–

2,~~150~~500

5 one bedroom

1,~~700~~950

–

12,~~850~~050

7 studios

12,~~650~~000

–

12,~~750~~150

School Street 9, LLC

184 units

—1

26,993,000

2032

9 School Street

0 three bedroom

N/A

4.33

Framingham, MA

96 two bedroom

12,~~975~~675

–

2,~~200~~725

88 one bedroom

12,~~600~~175

–

12,~~875~~200

0 studios

Shawmut Place LLC

52 units

1—

—

105-117 West Concord St, 473-477 Shawmut Ave,

12 four bedroom

~~3525~~3865

–

~~5200~~5500

and 26-30 Rutland St

4 three bedroom

~~3100~~3235

–

~~4500~~4600

Boston, MA

13 two bedroom

~~2400~~4100

–

~~4000~~4225

23 one bedroom

~~1950~~3195

–

~~3000~~3295

0 studios

N/A

WCB Associates, LLC

180 units

19,266,000

2031

10–70 Westland Street

0 three bedroom

N/A

2.97

985–997 Pleasant Street

96 two bedroom

1,~~715~~485

–

2,~~000~~215

Brockton, MA

84 one bedroom

1,~~345~~465

–

1,~~690~~895

0 studios

N/A

Westgate Apartments, LLC

220 units

38,475,000

2032

2–20 Westgate Drive

0 three bedroom

N/A

4.33

Woburn, MA

110 two bedroom

~~1950~~2,050

–

~~2150~~2,550

110 one bedroom

~~1750~~1,750

–

~~2225~~2,325

0 studios

N/A

Westgate Apartments Burlington, LLC

20 units

—

4,494,000

2032

105–107 Westgate Drive

0 three bedroom

N/A

4.33

Burlington, MA

12 two bedroom

2,~~175~~300

–

23,~~450~~000

8 one bedroom

12,~~950~~000

–

2,~~050~~200

0 studios

N/A

Woodland Park Partners, LLC

126 units

—3

21,~~788~~378,~~650~~432

2027

264-290 Grove Street

0 three bedroom

N/A

43.79

Newton, MA

80 two bedroom

~~1900~~1,750

–

~~2700~~2,900

30 one bedroom

~~1900~~1,825

–

~~2300~~2,425

16 studios

~~1600~~1,635

–

~~2000~~2,300

(1)	The mortgage balance is stated before unamortized deferred financing costs.

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(2) Mill Street Development, LLC, was held for development. In December of 2023, the Partnership received 40B approval to construct a 72 unit apartment complex. Management ~~expects~~started ~~to start~~ the construction project in 2024. In order to comply with the permanent financing requirements for a 40B project, Mill Street Development signed a term sheet for a loan of up to $15 million, to be funded upon completion of the development project. In addition, Mill Street Development deposited $75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project.

Current free rent concessions would result in an average reduction in unit rents of approximately $23.1342 per month per unit. Free rent expense amortized in ~~2023~~2024 was approximately $76122,000 compared to approximately $~~344~~76,000 in ~~2022~~2023.

See Note 5 to the Consolidated Financial Statements for information relating to the mortgages payable of the Partnership and Subsidiary Partnerships.

Condominium Units

The Partnership owns and leases to residential tenants 19 Condominium Units in the metropolitan Boston area of Massachusetts.

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, ~~2024~~2025.

Mortgage Balance

Number and Type

and Interest Rate

Maturity

of Units Owned

As of

Date of

Condominiums

by Partnership

Rent Range

Vacancies

December 31, ~~2023~~2024

Mortgage

Riverside Apartments

19 units

—1

—

8–20 Riverside Street

0 three bedroom

N/A

Watertown, MA

12 two bedroom

2,~~000~~125

–

2,~~400~~600

5 one bedroom

12,~~855~~100

–

2,~~125~~400

2 studios

2,000

–

2,000

Commercial Properties

BOYLSTON DOWNTOWN LP. In 1995, this Subsidiary Partnership acquired the Boylston Downtown property in Boston, Massachusetts (“Boylston”). This mixed-use property includes 15,908 square feet of rentable commercial space. As of February 1, ~~2024~~2025, the commercial space was fully occupied, and the average rent per square foot was $3233.8015. For mortgage balance, interest rate and maturity date information see “Apartment Complexes” above.

HAMILTON OAKS ASSOCIATES, LLC. The Hamilton Oaks Apartment complex in Brockton, Massachusetts was acquired by the Partnership in December 1999 through Hamilton Oaks Associates, LLC, and includes 6,075 square feet of rentable commercial space, occupied by a daycare center. As of February 1, ~~2024~~2025, the commercial space was fully occupied, and the average rent per square foot was $15.0050.The Partnership also rents roof space for a cellular phone antenna at an average rent of approximately $63,000 per year through November 2040. 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 22,200 square feet of rentable commercial space. As of February 1, ~~2024~~2025, the commercial space had vacant square footage of 1,~~273~~373 square feet, and the average rent per square foot was $2726.1075.

NORTH BEACON 140 LP. In 1995, this Subsidiary Partnership acquired the North Beacon property in Boston, Massachusetts. This mixed-use property includes 1,050 square feet of rentable commercial space. The property was fully rented as of February 1, 2024, and the average rent per square foot as of that date was $40.50. For mortgage balance, interest rate and maturity date information see “Apartment Complexes” above.

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~~WRF~~NORTH ~~659~~BEACON ~~LLC~~140 LP. In ~~1999~~1995, ~~the~~this Subsidiary Partnership acquired the ~~Staples~~North ~~Plaza~~Beacon ~~shopping~~property ~~center~~ in ~~Framingham~~Boston, Massachusetts. ~~The~~This ~~shopping~~mixed-use ~~center~~property ~~consists~~includes ~~of 38~~1,~~268~~050 square feet of rentable commercial space. AsThe property was fully rented as of February 1, ~~2024~~2025, ~~this property was fully occupied,~~ and the average ~~net~~ rent per square foot was $1346.2320. AFor ~~new~~mortgage ~~tenant~~balance, ~~Blue~~interest ~~Pearl~~rate ~~Operations~~and ~~LLC,~~maturity ~~signed~~date ainformation ~~lease~~see on“Apartment ~~January~~Complexes” ~~9, 2023 that includes a tenant fit up period of the earlier of 12 months from lease signing or such time as the tenant receives a certificate of occupancy~~above. ~~As of December 31, 2023, no rent is due from this tenant.~~

WRF 659 LLC. In 1999, the Partnership acquired the Staples Plaza shopping center in Framingham, Massachusetts. The shopping center consists of 38,268 square feet of rentable commercial space. As of February 1, 2025, this property was fully occupied and the average rent per square foot was $26.33.

HAMILTON LINEWT ASSOCIATES, LLC. In 2007, the Partnership acquired a retail block in Newton, Massachusetts. The property consists of 5,850 square feet of rentable commercial space. As of February 1, ~~2024~~2025, the commercial space was fully occupied, and the average rent per square foot was $37.33.

HAMILTON CYPRESS LLC. In 2008, the Partnership acquired a medical office building in Brookline, Massachusetts. The property consists of 17,718 square feet of rentable commercial space. As of February 1, ~~2024~~2025, the space was fully occupied, and the average rent per square foot was $~~40.~~38.95.

653 WORCESTER Road LLC. On January 18, 2023, the Partnership purchased a commercial retail property of 20,693 square feet of rentable commercial space located at 653 Worcester Road in Framingham, Massachusetts for the sum of approximately $10,151,000. As of February 1, ~~2024~~2025, the space was fully occupied, and the average rent per square foot was $28.25.

SHAWMUT PLACE, LLC. On July 14, 2023, the Partnership purchased a 52 unit mixed use property in the South End neighborhood of Boston, MA comprised of three buildings at 26-30 Rutland Street, 105-117 West Concord Street and 475 Shawmut Avenue, and 3,397 square feet of commercial space for a purchase price of approximately $27,500,000. The commercial space was fully ~~rented~~occupied as of February 1, ~~2024,~~2025 and the average rent per square foot ~~as of that date~~ was $4443.0902.

The following information is provided for commercial leases:


			Total square	Total number	Percentage of
	Annual base rent		feet for	of leases	annual base rent
Through December 31,	for expiring leases		expiring leases	expiring	for expiring leases
2024	$	416,581	29,166	29	12	%
2025	$	204,081	24,171	23	6	%
2025		253,320	7,455	7	7	%
2026		513,440	18,467	11	14	%
2026		361,731	14,221	8	10	%
2027		379,869	11,043	8	11	%
2027		309,189	8,884	5	9	%
2028		385,816	10,423	4	11	%
2028		251,316	6,929	2	7	%
2029		480,127	16,639	7	14	%
2029		433,890	15,138	3	12	%
2030		—	—	—	—	%
2030		—	—	—	—	%
2031		—	—	—	—	%
2031		—	—	—	—	%
2032		110,600	1,106	1	3	%
2033		—	—	—	—	%
Thereafter		1,428,261	46,987	4	40	%
2034		533,784	20,897	2	15	%
Totals	$	3,564,888	129,886	59	100	%
Thereafter		947,722	27,140	3	26	%
Totals	$	3,555,439	129,886	59	100	%

Commercial rental income is accounted for using the straight-line method. Approximately 3631% of our commercial leases contain rent escalations which range from $0.1832 to $2.4280 per square foot per year.

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Investment Properties

See Note 15 to the Consolidated Financial Statements for additional information regarding the Investment Properties.

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

Mortgage Balance

and Interest Rate

Maturity

Number and Type

As of

Date of

Investment Properties

of Units

Range

Vacancies

December 31, ~~2023~~2024

(1)

Mortgage

345 Franklin, LLC

40 Units

1—

8,~~482~~242,~~755~~892

2028

345 Franklin Street

0 three bedroom

N/A

3.87

Cambridge, MA

39 two bedroom

3,~~755~~800

–

4,~~300~~500

1 one bedroom

3,~~250~~350

–

3,~~250~~350

0 studios

N/A

Hamilton on Main Apartments, LLC

148 Units

1623,~~900~~589,000

~~2024~~2034

223 Main Street

0 three bedroom

N/A

45.3443

Watertown, MA

93 two bedroom

2,~~625~~700

–

2,~~900~~950

31 one bedroom

2,~~400~~550

–

2,~~550~~675

24 studios

21,~~250~~810

–

2,~~350~~400

Hamilton Minuteman, LLC

42 Units

6,000,000

2031

1 April Lane

0 three bedroom

N/A

3.71

Lexington, MA

40 two bedroom

2,~~650~~995

–

3,~~400~~450

2 one bedroom

2,~~100~~450

–

2,~~250~~500

0 studios

N/A

Hamilton Essex 81 LLC

49 Units

10,000,000

2025

Residential

0 three bedroom

N/A

7.6300

81–83 Essex Street

11 two bedroom

3,~~000~~100

–

3,~~300~~500

Boston, MA

38 one bedroom

2,~~050~~335

23,500

0 studios

N/A

Hamilton Essex Development LLC

Parking Lot

Commercial

81–83 Essex Street

Boston, MA

Hamilton 1025 LLC

Commercial Building

Commercial

1025 Hancock Street

Quincy,MA

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

Hamilton Park Towers, LLC

409 Units

125,000,000

2028

175–185 Freeman Street,

71 three bedroom

34,~~850~~100

–

56,~~000~~400

3.99

Brookline,MA

227 two bedroom

23,~~750~~300

–

4,~~100~~225

111 one bedroom

2,~~350~~850

–

3,~~300~~525

0 studios

N/A

Current free rent concessions would result in an average reduction in unit rents of $~~4,53~~6.38 per month per unit. Free rent amortized in ~~2023~~2024 was approximately $3753,000, compared to $~~220~~37,000 in ~~2022~~2023.

(1) The mortgage balance is stated before unamortized deferred financing costs.

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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. In June 2013, the property was refinanced with a 15-year mortgage in the amount of $10,000,000 at 3.87%, interest only for 3 years and is amortized on a 30-year schedule for the balance of the term. The Partnership paid off the prior mortgage of approximately $6,776,000 with the proceeds of the new mortgage. After the refinancing, the property made a distribution of $1,610,000 to the Partnership. As a result of the distribution, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting. Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed. At December 31, ~~2023~~2024, the balance of this mortgage before unamortized deferred financing costs is approximately $8,~~483~~243,000. 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. The Partnership sold 137 units as condominiums. The assets were combined with Hamilton on Main Apartments. Hamilton on Main Apartments, LLC is known as Hamilton Place. In 2005, Hamilton on Main Apartments, LLC obtained a ten-year mortgage on the three buildings to be retained. The mortgage was $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. In August 2014, the property was refinanced with a 10-year mortgage in the amount of $16,900,000 at 4.34% interest only. The Joint Venture Partnership paid off the prior mortgage of approximately $15,205,000 with the proceeds of the new mortgage and distributed $850,000 to the Partnership. The costs associated with the refinancing were approximately $161,000. At December 31, 2023, the balance of this mortgage before unamortized deferred financing costs is approximately $16,900,000. In 2018, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed. This investment is referred to as Hamilton on Main Apartments, LLC.

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 was 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. On September 12, 2016, the property was refinanced with a 15 year mortgage in the amount of $6,000,000, at 3.71%, interest only. The Joint Venture Partnership paid off the prior mortgage of approximately $5,158,000 with the proceeds of the new mortgage and made a distribution of $385,000 to the Partnership. The cost associated with the refinancing was approximately $123,000. This investment is referred to as Hamilton Minuteman, LLC. At December 31, 2023, the balance on this mortgage before unamortized deferred financing costs is approximately $6,000,000. In 2018, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed. This investment is referred to as Hamilton Minuteman, 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 was 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. On July 8, 2016, Hamilton 1025 LLC paid off the outstanding balance of the mortgage balance. The Partnership made a capital contribution of $2,359,500 to Hamilton 1025, LLC for its share of the funds required for the transaction. As of December 31, 2023, all residential units were sold. The Partnership still owns the commercial building. This investment is referred to as Hamilton 1025, LLC.

19HAMILTON 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. The Joint Venture sold 137 units as condominiums. The assets were combined with Hamilton on Main Apartments. Hamilton on Main, LLC is known as Hamilton Place. In August 2014, the property was refinanced with a 10 year mortgage in the amount of $16,900,000 at 4.34% interest only. The Joint Venture paid off the prior mortgage of approximately $15,205,000 with the proceeds of the new mortgage and distributed $850,000 to the Partnership. The costs associated with the refinancing were approximately $161,000. On August 23, 2023, Hamilton on Main Apartments, LLC (the “Borrower”), a 50% owned joint venture of the Partnership, received notice from KeyBank, as servicer for the lender of a $16,900,000 loan, indicating that the Borrower failed to comply with certain terms of the loan documents pertaining to the transfer of interests in the Borrower that occurred on the occasion of Harold Brown’s death, and that such transfer constitutes an event of default under the loan documents. While the Borrower has disputed that any events of default actually exist, it worked diligently with KeyBank to obtain KeyBank’s consent to the transfer. On March 8, 2024, the Borrower received notice from KeyBank that it was providing ex-post facto consent to the transfer of interest subject to certain conditions being met by the Borrower. The Partnership’s share of costs associated with the transfer of interests in the Borrower was approximately $107,000. On April 18, 2024 the Borrower and KeyBank executed amended loan documents reflecting the transfer of interest in the Borrower. In conjunction with the execution of the amended loan documents, KeyBank provided a courtesy reduction equal to 50% of the transfer fee. In August 2024, the property was refinanced with a 10 year mortgage in the amount of $23,589,000 at 5.425% interest only. The Joint Venture paid off the prior mortgage of approximately $16,900,000 with the proceeds of the new mortgage and distributed $2,000,000 to the Partnership. The costs associated with the refinancing were approximately $243,000. In 2018, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed. At December 31, 2024, the balance of the mortgage before unamortized deferred finance is $23,589,000. The investment is referred to as Hamilton on Main LLC.

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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 was 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. On September 12, 2016, the property was refinanced with a 15 year mortgage in the amount of $6,000,000, at 3.71%, interest only. The Joint Venture Partnership paid off the prior mortgage of approximately $5,158,000 with the proceeds of the new mortgage and made a distribution of $385,000 to the Partnership. The cost associated with the refinancing was approximately $123,000. This investment is referred to as Hamilton Minuteman, LLC. At December 31, 2024, the balance on this mortgage before unamortized deferred financing costs is approximately $6,000,000. In 2018, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies, if needed. This investment is referred to as Hamilton Minuteman, 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 was 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. On July 8, 2016, Hamilton 1025 LLC paid off the outstanding balance of the mortgage balance. The Partnership made a capital contribution of $2,359,500 to Hamilton 1025, LLC for its share of the funds required for the transaction. As of December 31, 2024, all residential units were sold. The Partnership still owns the commercial building. This investment is referred to as Hamilton 1025, LLC.

HAMILTON ESSEX 81, LLC. On March 7, 2005, the Partnership invested $2,000,000 for a 50% ownership interest in a building comprising 48 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 planned 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. On September 28, 2015, Hamilton Essex Development, LLC paid off the outstanding mortgage balance of $1,952,286. The Partnership made a capital contribution of $978,193 to Hamilton Essex Development LLC for its share of the funds required for the transaction. Additionally, the Partnership made a capital contribution of $100,000 to Hamilton Essex 81, LLC. On September 30, 2015, Hamilton Essex 81, LLC obtained a new 10-year mortgage in the amount of $10,000,000, interest only at 2.18% plus the one month Libor rate. The proceeds of the note were used to pay off the existing mortgage of $8,040,719 and the Partnership received a distribution of $978,193 for its share of the excess proceeds. As a result of the distribution, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting. Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed. At December 31, 2023, the balance on this mortgage before unamortized deferred financing costs is approximately $10,000,000. 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, LLC21

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HAMILTON ESSEX 81, LLC. On March 7, 2005, the Partnership invested $2,000,000 for a 50% ownership interest in a building comprising 48 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 planned 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. On September 28, 2015, Hamilton Essex Development, LLC paid off the outstanding mortgage balance of $1,952,286. The Partnership made a capital contribution of $978,193 to Hamilton Essex Development LLC for its share of the funds required for the transaction. Additionally, the Partnership made a capital contribution of $100,000 to Hamilton Essex 81, LLC. On September 30, 2015, Hamilton Essex 81, LLC obtained a new 10-year mortgage in the amount of $10,000,000, interest only at 2.18% plus the one month Libor rate. The proceeds of the note were used to pay off the existing mortgage of $8,040,719 and the Partnership received a distribution of $978,193 for its share of the excess proceeds. As a result of the distribution, the carrying value of the investment fell below zero. The Partnership will continue to account for this investment using the equity method of accounting. Although the Partnership has no legal obligation, the Partnership intends to fund its share of any future operating deficits if needed. At December 31, 2024, the balance on this mortgage before unamortized deferred financing costs is approximately $10,000,000. 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 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, Hamilton Park Towers, LLC, referred to as Dexter Park, is a 409 unit residential complex. The purchase price was $129,500,000. 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 Jameson Brown and his affiliates (“HBC”). The term of the loan was four years with a provision requiring payment in whole or in part upon demand by HBC with six months’ notice. The loan was paid in full in April 2012. The original mortgage was $89,914,000 with an interest rate of 5.57% and was to mature in 2019.

On May 31, 2018, Hamilton Park Towers, LLC, entered into a Mortgage Note with John Hancock Life Insurance Company (U.S.A.) in the principal amount of $125,000,000. Interest only payments on the Note are payable on a monthly basis at a fixed interest rate of 3.99% per annum, and the principal amount of the Note is due and payable on June 1, 2028. The Note is secured by a mortgage on the Dexter Park apartment complex located at 175 Freeman Street, Brookline, Massachusetts pursuant to a Mortgage, Assignment of Leases and Rents and Security Agreement dated May 31, 2018. The Note is guaranteed by the Partnership and HBC pursuant to a Guaranty Agreement dated May 31, 2018.

Hamilton Park Towers, LLC used the proceeds of the loan to pay off an outstanding loan of approximately $82,000,000 and distributed approximately $41,200,000 to its owners. The Partnership’s share of the distribution was approximately $16,500,000. As a result of the distribution, the carrying value of the investment fell below zero. The Partnership will continue to account for the investment using the equity method of accounting, although the Partnership has no legal obligation to fund its share of any future operating deficiencies as needed.

At December 31, ~~2023~~2024, the balance on this mortgage before unamortized deferred financing costs is approximately $125,000,000. This investment, Hamilton Park Towers, LLC, is referred to as Dexter Park.

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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.

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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.

PART II

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 MKT Exchange under the symbol “NEN.” There has never been an established trading market for the Class B Units or General Partnership Units.

Effective January 3, 2012, the Partnership authorized a 3-for-1 forward split of its Depositary Receipts listed on the NYSE MKT 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.

Distribution to Limited & General Partners were:


	~~2023~~2024		~~2022~~2023
Class A—Limited Partners (80%)	$	78,~~963~~995,~~910~~647	$	7,~~414~~963,~~385~~910
Class B—Limited Partners (19%)		12,~~891~~136,~~429~~466		1,~~760~~891,~~916~~429
Class C—General Partner (1%)		99112,~~549~~446		9299,~~680~~549
Total	$	911,~~954~~244,~~888~~559	$	9,~~267~~954,~~981~~888

On March 12, ~~2024~~2025, the closing price on the NYSE American for a Depositary Receipt was $7173.0085. There were 2,~~771~~757,~~321~~936 Depositary Receipts outstanding, and 1,~~476~~407 Units (representing 4442,~~280~~210 receipts) held by ~~approximately~~109 ~~116~~ registered 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.The Partnership made distributions of $84.00 per unit ($2.80 per Depositary Receipt) in 2023. The Partnership made distributions of $76.80 per Unit ($2.56 per Depositary Receipt) in 2022. The total distribution was $9,954,888 in 2023 and $9,267,981 in 2022. In March 2024, the Partnership declared a quarterly distribution of $12.00 per Unit ($0.40 per Depositary Receipt) payable on March 28, 2024. In addition to the quarterly distribution, there will be a special distribution of $48.00 per Class A unit ($1.60 per Depositary Receipt). 23

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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. The Partnership made distributions of $96.00 per unit ($3.20 per Depositary Receipt) in 2024. The Partnership made distributions of $84.00 per Unit ($2.80 per Depositary Receipt) in 2023. The total distribution was $11,244.559 in 2024 and $9,954,888 in 2023. In March 2025, the Partnership declared a quarterly distribution of $12.00 per Unit ($0.40 per Depositary Receipt) payable on March 31, 2025. In addition to the quarterly distribution, there will be a special distribution of $96.00 per Class A unit ($3.20 per Depositary Receipt).

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.

Issuer Purchase of Equity Securities during the fourth quarter of ~~2023~~2024:


				Remaining number
			Depositary Receipts	of Depositary Receipts
			Purchased as Part	that may be purchased
	Average		of Publicly	Under the Plan
Period	Price Paid		Announced Plan	(as Amended)
October 1–31, 2023	$	66.77	543	481,765
October 1–31, 2024	$	—	—	450,174
November 1–30, 2023	$	69.83	13,077	468,688
November 1–30, 2024	$	—	—	450,174
December 1-31,2023	$	69.51	924	467,764
December 1-31,2024	$	82.70	534	449,640
Total			~~14,544~~534

See Note 8 to the Consolidated Financial Statements for information concerning the Repurchase Program.

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ITEM 6. [Reserved]

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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. 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 ~~2023~~2024 and beyond. Should one or more of the risks or uncertainties mentioned below materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. We expressly disclaim any responsibility to update our forward looking statements, whether as a result of new information, future events or otherwise. Accordingly, investors should use caution in relying on past forward looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Along with risks detailed in Item “1A Risk Factors” 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.

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●

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 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. 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.

General

On February 24, 2019, Harold Brown, the owner of 75% of the outstanding voting securities of NewReal, Inc. (“NewReal”), the general partner of New England Realty Associates Limited Partnership, passed away. As a result, the estate of Harold Brown held voting control over the capital stock of NewReal. On January 2, 2024, the estate was settled, with Jameson Brown and Harley Brown each assuming 37.5% ownership in NewReal. As of February 1, ~~2024~~2025, the Brown family related entities and Ronald Brown collectively own approximately 3234.47% of the Depositary Receipts representing the Partnership Class A Units (including Depositary Receipts held by trusts for the benefit of such persons’ family members). Brown family related entities also control 75% of the Partnership’s Class B Units, and 75% of the capital stock of NewReal, the Partnership’s sole general partner. Ronald Brown also owns 25% of the Partnership’s Class B Units and 25% of the capital stock of NewReal. In addition, Ronald Brown is the President and a director of NewReal and Jameson Brown is Treasurer and a director of NewReal. Moreover, 75% of the issued and outstanding

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Class B units of the Partnership are owned by HBC Holdings LLC, an entity of which Jameson Brown is the manager. The outstanding stock of The Hamilton Company, ~~Inc.~~ is controlled by Jameson Brown and Harley Brown.

In the fiscal year ended December 31, 2022, the Partnership took advantage of the low interest rate environment and refinanced fifteen properties, increased their loan balances, and raised approximately $130,000,000. With interest rates rising, and a threat of an economic slowdown, the Partnership increased the debt level and built cash reserves to acquire additional properties when opportunities became available. Currently, approximately $84,000,000 of these reserves are invested in short-term US Treasury bills maturing in 6 months or less with interest rates between 54.2919% and 5.4502%.

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 ~~Partnerhip~~Partnership’s investment 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.

The vacancy rate for the Partnership’s residential properties as of February 1, ~~2024~~2025 was 02.93% as compared with a vacancy rate of 10.9% as of February 1, ~~2023~~2024. The vacancy rate for the Joint Venture properties as of February 1, ~~2024~~2025 was 21.29%, as compared to 12.72% for the same period last year. The current vacancy rates are in line with those experienced prior to the Covid-19 Pandemic.

Residential tenants generally have lease terms of 12 months. The majority of these leases will mature during the second and third quarters of the year. Rental activity continues to be strong as we move from ~~2023~~2024 into ~~2024~~2025 and all indications are that we will have low vacancy rates for the foreseeable future.

During the fourth quarter of ~~2023~~2024, rents increased on average 45.67% for renewals and increased on average 6.0.2% for new leases. For all of ~~2023~~2024, renewal rents increased approximately 65.148% and increased approximately 84.98% for new leases. For ~~2023~~2025, management expects the local real estate market to remain ~~strong~~stable as we move from the winter into the spring rental season.

The Partnership purchased a commercial retail property of approximately 20,700 square feet, located at 653 Worcester Road in Framingham, Massachusetts for approximately $10,151,000 on January 18, 2023. This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $59,000. From the purchase price, the Partnership allocated approximately $585,000 for in- place leases, and approximately $378,000 to the value of tenant relationships. These amounts are being amortized over 12 and 156 months respectively.

For the year ending December 31, ~~2023,~~2024 ~~excluding the increase in income and expense from 653 Worcester Road and the Shawmut Apartments,~~ consolidated revenue increased by 6.8.1%, operating expenses ~~increased~~decreased by 60.19% ~~(including impairment)~~ and Income before Other Income (Expense) increased by 734.58%. For the fourth quarter of ~~2023~~2024, ~~excluding the increase in income and expense from 653 Worcester Road and the Shawmut Apartments,~~ consolidated revenue increased by 83.63%, operating expenses ~~increased~~decreased by 118.9 2% and Income before Other Income (Expense) ~~decreased~~increased by 439.8 9%, as compared to the fourth quarter of ~~2022~~2023.

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rate of 2.97% is payable on a monthly basis through December 31, 2031. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings (“Mortgages”). See schedule in Note 5, Mortgage Notes Payable, for the details of the transaction as it relates to the specific properties.

The Partnership used the proceeds to pay down approximately $65,300,000 of existing debt secured by 11 properties, along with approximately $2,700,000 in prepayment penalties. The remaining balance of approximately $89,000,000 will be used for general partnership purposes. See schedule in Note 5, Mortgage Notes Payable, for the details of the transaction as it relates to the specific properties.

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement. The additional advance under the Amended Agreement is in the amount of $80,284,000, at a fixed interest rate of 4.33%. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings.

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On October 14, 2022, the Partnership entered into a loan agreement with Brookline Bank refinancing its loan on 659-665 Worcester Road, Framingham, MA. The agreement pays down the loan on the existing debt of $5,954,546~~.14~~, extends the maturity until October 14, 2032 at a variable interest rate of the SOFR rate plus 1.7%, interest only for 2 years and amortizing using a thirty-year schedule for the balance of the term. At closing, the Partnership entered into an interest rate swap contract with Brookline Bank with a notional amount equivalent to the underlying loan principal amortization, resulting in a fixed rate of 4.60% through the expiration of the interest rate swap contract. The agreement also allows for an earn out of up to an additional $1,495,453~~.86~~ once the property performance reaches a 1.35x debt service coverage ratio and the loan to value equates to at most 65%.

On July 31, 2014, the Partnership entered into an agreement for a $25,000,000 revolving line of credit. The term of the line iswas for three years with a floating interest rate equal to a base rate of the greater of (a) the Prime Rate (b) the Federal Funds Rate plus one-half of one percent per annum, or (c) the LIBOR Rate for a period of one month plus 1% per annum, plus an applicable margin of 2.5%. The agreement originally expired on July 31, 2017, and was subsequently extended until October 31, 2020. The costs associated with the line of credit extension were approximately $128,000.

On October 29, 2021, the Partnership closed on the modification of its existing line of credit. The agreement extended the line of credit. until October 29, 2024. The commitment amount iswas for $25 million but iswas restricted to $17 million during the modification period. The modification period was phased out by December 31, 2022. During this period, the loan covenants were modified from a minimum consolidated debt service ratio of 1.60 to a ratio of 1.35 until September 30, 2022; from a minimum tangible net worth requirement of $200 million to a net worth of $175 million until September 30, 2022; from a maximum consolidated leverage ratio of 65% to a ratio of 70% until September 30, 2022 and from a minimum debt yield of 9.5% to a yield of 8.5% until September 30, 2022 and a yield of 9.0% until December 31, 2022. Once the financial performance of the Partnership ~~meets~~met the original covenant tests for the trailing 12-month period, the commitment amount ~~will~~would return to $25 million. The portfolio’s debt yield fell below the minimum of 9.0% to 8.6%. Consequently, as of December 31, 2023, the Partnership did not comply with the debt yield financial covenant. As such, the Partnership iswas restricted from drawing down any amount from the line of credit until the Partnership ~~meets~~met the required financial covenants. ~~The Partnership is currently in discussions with a lender for a replacement of the line of credit. See Note 19, Subsequent Events, for additional information.~~

On November 21, 2024, the Partnership entered into an agreement for a new $25,000,000 revolving line of credit. The ~~Repurchase~~term ~~Program~~of ~~that~~the ~~was~~line ~~initiated~~is infor ~~2007~~three ~~has~~years ~~purchased~~with a floating interest rate equal to a base rate of the SOFR Rate for a period of one month plus the applicable margin of 2.5%. The loan covenants include a leverage ratio not to exceed 65%, a debt service coverage ratio of not less than 1.5 to 1.0,~~532~~ maximum usage of 1.5 times trailing 12 months EBITDA,~~234~~ ~~Depositary~~minimum ~~Receipts~~liquidity ~~through~~of ~~December~~$15 31million, ~~2023~~and a minimum debt yield of 8.5%. The Partnership incurred a commitment fee of $125,000. orThe ~~approximately~~Partnership 35will be charged annually an unused line fee, equal to seventy-five basis points (0.75%) between the difference of the maximum availability and the outstanding ~~Depositary~~principal ~~Receipts~~of the line of credit. ~~The~~This fee will be waived for any period in which the Partnership ~~purchased~~maintains 43aggregate deposits of twenty million dollars with the Lender. As of December 31,~~774~~ ~~Depositary~~2024, ~~Receipts~~the Partnership was in ~~2023~~compliance with the financial covenants and did not incur an unused line fee.

The Repurchase Program that was initiated in 2007 has purchased 1,550,358 Depositary Receipts through December 31, 2024, or approximately 36% of the outstanding Depositary Receipts. The Partnership purchased 18,124 Depositary Receipts in 2024.

27In March of 2020, the Board of Advisors and Board of Directors unanimously approved an extension of the Repurchase Program until March 31, 2025. On March 12, 2025, the Board of Directors unanimously approved a new extension to the Repurchase Program, authorizing the President and Treasurer to cause the Partnership to repurchase, on the open market or otherwise, including through individually negotiated purchases and through a written trading plan that complies with the requirements of Rule 10b5-1, Depository Receipts and Partnership Units such that (i) the aggregate cost of Depository Receipts and Partnership Units repurchased shall not exceed the lesser of $5 million or 10% of the Partnership’s balance of cash and investment in treasury bills, (ii) no Depository Receipts or Partnership Units

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Inshall ~~March~~be repurchased after the date that is 12 months after the effective date of ~~2020~~the plan, and (iii) no Depository Receipts or Partnership Units shall be repurchased in excess of $95 per Depository Receipt. The Repurchase Plan requires the ~~Board~~Partnership to repurchase a proportionate number of ~~Advisors~~Class B Units and ~~Board~~General ofPartner ~~Directors~~Units ~~unanimously~~in ~~approved~~connection anwith ~~extension~~any repurchases of any Depositary Receipts by the ~~Repurchase~~Partnership ~~Program~~based ~~until~~upon ~~March~~the 3180%, ~~2025.~~19% ~~Management~~and ~~believes~~1% ~~that~~fixed ~~the~~distribution ~~$25,000,000~~percentages ~~line~~of the holders of ~~credit~~the Class A, ~~net~~Class B ~~cash~~and ~~flow~~General ~~from~~Partner ~~operations~~Units ~~and~~under ~~cash~~the onPartnership ~~hand~~Agreement. ~~have~~This ~~put~~repurchase authorization replaces the Partnership’s inprevious ~~position~~repurchase toprogram. ~~capitalize~~The onRepurchase ~~investment~~Plan ~~opportunities~~shall ~~should~~be ~~they~~made ~~reveal~~in ~~themselves~~accordance inwith the ~~near~~terms ~~future.~~of AsRule ~~always,~~10b-18 ~~management~~promulgated ~~continues~~under tothe ~~weigh~~Securities ~~investment~~Exchange ~~alternatives~~Act of ~~stock repurchase~~1934, ~~new~~as ~~property~~amended ~~acquisitions~~(the "Exchange Act"), and ~~dispositions~~shall ~~when~~be ~~considering~~made ~~its~~in ~~cash~~accordance ~~balances~~with all applicable laws and ~~performance~~regulations ofin ~~the~~effect ~~portfolio.~~from time to time.

Management believes that the $25,000,000 line of credit, net cash flow from operations and cash on hand have put the Partnership in position to capitalize on investment opportunities should they reveal themselves in the near future. As always, management continues to weigh investment alternatives of stock repurchase, new property acquisitions and dispositions when considering its cash balances and performance of the portfolio.

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 44% of the total properties and 50% 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 the Brown Family related entities. 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 annual Management Fee in monthly installments.

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 the General Partner 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.

In ~~2023~~2024, tenant renewals were approximately 7168% with an average rental increase of approximately 65.18%. New leases accounted for approximately 2932% with rental rate increases of approximately 84.98%. In ~~2023~~2024, leasing commissions were approximately $~~545~~616,000 compared to approximately $~~334~~545,000 in ~~2022~~2023, an increase of approximately $~~211~~71,000 (6313.20%) from ~~2022~~2023. Tenant concessions were approximately $68104,000 in ~~2023~~2024 compared to approximately $5068,000 in ~~2022~~2023, an increase of approximately $1836,000 (3652.09%). Tenant improvements, ~~excluding any improvements at 653 Worcester Road and the Shawmut Apartments,~~ were approximately $3,~~471~~579,000 in ~~2023~~2024 compared to approximately $23,~~333~~471,000 in ~~2022~~2023, an increase of approximately $1108,~~138,~~000 (483.81%).

Hamilton accounted for approximately 21.03% of the repair and maintenance expense paid for by the Partnership in the year ended December 31, ~~2023~~2024 and 2.30% in the year ended December 31, ~~2022~~2023. 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. Several of the larger Partnership properties have their own maintenance staff. 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, Hamilton prepares most long-term commercial lease agreements and represents the Partnership in selected purchase and sale transactions. Overall, Hamilton provided approximately 6342.95% and 7063.79% of the legal services paid for by the Partnership during the years ended December 31, ~~2023~~2024 and ~~2022~~2023, 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 $15,000. 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 2023, Hamilton provided the Partnership approximately $606,000 in construction and architectural services, compared to $114,000 for the year ended December 31, 2022. 30

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~~Bookkeeping~~The ~~and~~Partnership ~~accounting~~requires ~~functions~~that ~~have~~three ~~been~~bids ~~provided~~be byobtained ~~Hamilton’s~~for ~~accounting~~construction ~~staff~~contracts in excess of $15,000. ~~which~~Hamilton ~~consists~~may be one of ~~approximately~~the 14three ~~people~~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. InFor ~~2023~~contracts that are not awarded to Hamilton, Hamilton ~~charged~~charges the Partnership ~~$125,000~~a ~~per~~construction ~~year~~supervision ~~($31,250~~fee ~~per~~equal ~~quarter)~~to ~~for~~5% ~~bookkeeping~~of ~~and~~the ~~accounting~~contract ~~services~~amount. ~~For~~Hamilton’s ~~more~~architectural ~~information~~department also provides services to the Partnership on ~~related~~an ~~party~~as-needed ~~transactions~~basis. In 2024, ~~see~~Hamilton ~~Note 3~~provided the Partnership approximately $504,000 in construction and architectural services, compared to $606,000 for the ~~Consolidated~~year ~~Financial~~ended ~~Statements~~December 31, 2023.

Bookkeeping and accounting functions have been provided by Hamilton’s accounting staff, which consists of approximately 14 people. In 2024, Hamilton charged the Partnership $125,000 per year ($31,250 per quarter) for bookkeeping and accounting services. For more information on related party transactions, see Note 3 to the Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of 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.

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.

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 amounts are accounted for 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.

The Partnership evaluates the non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues). If both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component. The Partnership elected an allowed practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.

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. The Partnership generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale. If, in management’s opinion, the estimated net sales price, net of selling costs, of the assets which have been identified as held for sale is less than the carrying value of the assets, a valuation allowance is established.

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~~reclassified~~generally isconsiders ~~measured~~assets ~~and~~to ~~recorded~~be ~~individually~~held atfor sale when the ~~lower~~transaction ofhas ~~(a) its~~received ~~carrying~~appropriate ~~value~~corporate ~~before~~authority, ~~the~~and ~~property~~there ~~was~~are ~~classified~~no assignificant ~~held~~contingencies ~~for~~relating to the sale. If, ~~adjusted~~in ~~for~~management’s ~~any~~opinion, ~~depreciation~~the ~~(amortization)~~estimated ~~expense~~net ~~that~~sales ~~would~~price, ~~have~~net ~~been~~of ~~recognized~~selling ~~had~~costs, of the ~~property~~assets ~~been~~which ~~continuously~~have ~~classified~~been identified as held ~~and~~for ~~used,~~sale oris ~~(b) the~~less ~~fair~~than ~~value at~~ the ~~date~~carrying value of the ~~subsequent~~assets, ~~decision~~a ~~not~~valuation toallowance ~~sell~~is established.

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.

Investments in Treasury Bills: Investments in Treasury Bills are recorded at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature. The carrying value of the Treasury Bills are adjusted for accretion of discounts over the remaining life of the investment. Income related to the Treasury Bills is recognized in interest income in the Partnership’s consolidated statement of income.

~~Intangible~~If ~~assets~~circumstances ~~acquired~~arise ~~include~~that ~~amounts~~previously ~~for~~were ~~in-place~~considered ~~lease~~unlikely ~~values above~~ and, ~~below~~as ~~market~~a ~~leases and tenant relationship values~~result, ~~which are based on management’s evaluation of~~ the ~~specific characteristics of each tenant’s lease and the~~ Partnership’s ~~overall~~decides ~~relationship~~not ~~with the respective tenant. Factors~~ to besell ~~considered~~a byproperty ~~management~~previously inclassified ~~its~~as ~~analysis~~held offor ~~in-place~~sale, ~~lease~~the ~~values~~property ~~include~~is anreclassified ~~estimate~~as ofheld ~~carrying~~and ~~costs~~used. ~~during~~A ~~hypothetical~~property ~~expected~~that ~~lease-up~~is ~~periods~~reclassified ~~considering~~is ~~current~~measured ~~market conditions,~~ and ~~costs~~recorded toindividually ~~execute similar leases~~ at ~~market rates during~~ the ~~expected~~lower ~~lease-up~~of ~~periods,~~(a) its ~~depending~~carrying onvalue ~~local~~before ~~market~~the ~~conditions.~~property Inwas ~~estimating~~classified ~~costs~~as toheld ~~execute~~for ~~similar leases~~sale, ~~management~~adjusted ~~considers~~for ~~leasing~~any ~~commissions,~~depreciation ~~legal~~(amortization) ~~and~~expense ~~other~~that ~~related~~would ~~expenses.~~have ~~Characteristics~~been ~~considered~~recognized byhad ~~management~~the inproperty ~~valuing~~been ~~tenant~~continuously ~~relationships~~classified ~~include~~as ~~the~~held ~~nature~~ and ~~extent of the Partnership’s existing business relationships with the tenant~~used, ~~growth~~or ~~prospects for developing new business with~~ (b) the ~~tenant,~~fair ~~the tenant’s credit quality and expectations of lease renewals. The~~ value ofat ~~in- place leases are amortized to expense over~~ the ~~remaining~~date ~~initial terms~~ of the ~~respective~~subsequent ~~leases.~~decision ~~The~~not ~~value of tenant relationship intangibles are amortized~~ to ~~expense over the anticipated life of the relationships~~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. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs, development and construction costs, regulatory fees, interest, property taxes, insurance, construction oversight fees, and other project costs incurred during the period of development. The Partnership considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity.

Investments in Treasury Bills: Investments in Treasury Bills are recorded at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature. The carrying value of the Treasury Bills is adjusted for accretion of discounts over the remaining life of the investment. Income related to the Treasury Bills is recognized in interest income in the Partnership’s consolidated statement of income.

Intangible assets acquired include amounts for in-place lease values above and below market leases 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 is amortized to expense over the remaining initial terms of the respective leases. The value of tenant relationship intangibles is amortized to expense over the anticipated life of the relationships.

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

Impairment: On an annual basis management assesses whether there are any indicators that the value of the Partnership’s rental properties may be impaired. A property’s value is impaired only if management’s estimate of the aggregate 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 analysis may not be achieved.32

Investments in Joint Ventures: 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

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~~entities.~~Impairment: ~~These~~On ~~investments~~an ~~are~~annual ~~recorded~~basis ~~initially~~management atassesses ~~cost,~~whether asthere ~~Investments~~are inany ~~Joint~~indicators ~~Ventures,~~that ~~and~~the ~~subsequently~~value ~~adjusted~~of ~~for~~ the Partnership’s ~~share~~rental inproperties ~~earnings,~~may ~~cash~~be ~~contributions and distributions~~impaired. ~~Under~~A ~~the~~property’s ~~equity~~value ~~method~~is ofimpaired ~~accounting,~~only ~~our~~if ~~net~~management’s ~~equity~~estimate isof ~~reflected~~the onaggregate ~~the~~future ~~consolidated~~cash ~~balance~~flows ~~sheets,~~(undiscounted and ~~our~~without ~~share~~interest ofcharges) ~~net~~to ~~income~~be orgenerated ~~loss~~by ~~from~~ the ~~Partnership~~property is ~~included~~less onthan the ~~consolidated~~carrying ~~statements~~value of ~~income~~the property. ~~Generally~~To the extent impairment has occurred, the ~~Partnership~~loss ~~would~~shall ~~discontinue~~be ~~applying~~measured as the ~~equity~~excess ~~method~~of ~~when~~the carrying amount of the ~~investment~~property ~~(and~~over ~~any~~the ~~advances)~~fair isvalue ~~reduced~~of tothe ~~zero~~property. ~~and~~The ~~would~~Partnership’s ~~not~~estimates ~~provide~~of ~~for~~aggregate ~~additional~~future ~~losses~~cash ~~unless~~flows ~~the~~expected ~~Partnership~~to ~~has~~be ~~guaranteed~~generated ~~obligations~~by ofeach ~~the~~property ~~venture~~are orbased ison ~~otherwise~~a ~~committed~~number of assumptions that are subject to ~~providing~~economic ~~further~~and ~~financial~~market ~~support~~uncertainties including, among others, demand for ~~the~~space, ~~investee.~~competition Iffor ~~the~~tenants, ~~venture~~changes ~~subsequently~~in ~~generates~~market ~~income~~rental rates, ~~the~~and ~~Partnership~~costs ~~only~~to ~~recognizes~~operate ~~its~~each ~~share~~property. ofAs ~~such~~these ~~income~~factors are difficult to predict and are subject to future events that may alter management’s assumptions, the ~~extent~~future itcash ~~exceeds~~flows estimated by management in its ~~share~~impairment ofanalysis ~~previously~~may ~~unrecognized~~not ~~losses~~be achieved.

Investments in Joint Ventures: 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 Joint Ventures, 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. Generally, the Partnership would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Partnership has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the venture subsequently generates income, the Partnership only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses.

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 equity’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. The primary beneficiary is defined by the entity having both of the following characteristics: (1) the power to direct the activities that, when taken together, most significantly impact the variable interest entity’s performance; and (2) the obligation to absorb losses and rights to receive the returns from VIE that would be significant to the VIE.

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.

3133

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RESULTS OF OPERATIONS

Years Ended December 31, 2024 and December 31, 2023

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures and other income and loss of approximately $25,371,000 during the year ended December 31, 2024, compared to approximately $18,815,000 for the year ended December 31, 2023, an increase of approximately $6,556,000 (34.8%).

The rental activity is summarized as follows:


	Occupancy Date
	February 1, 2025		February 1, 2024
Residential
Units	2,962		2,962
Vacancies	68		28
Vacancy rate	2.3	%	0.9	%
Commercial
Total square feet	131,159		131,159
Vacancy	2,311		1,273
Vacancy rate	1.8	%	1.0	%


	Rental Income (in thousands)
	Year Ended December 31,
	2024						2023
	Total			Continuing			Total			Continuing
	Operations			Operations			Operations			Operations
Total rents	$	79,763			79,763		$	73,892		$	73,892
Residential percentage		94	%		94	%		94	%		94	%
Commercial percentage		6	%		6	%		6	%		6	%
Contingent rentals	$	766			766		$	683		$	683

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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023:


	Year Ended December 31,				Dollar		Percent
	2024		2023		Change		Change
Revenues
Rental income	$	79,762,964	$	73,892,393	$	5,870,571	7.9%
Laundry and sundry income		769,586		588,975		180,611	30.7%
		80,532,550		74,481,368		6,051,182	8.1%
Expenses
Administrative		2,935,887		2,900,432		35,455	1.2%
Depreciation and amortization		16,983,336		16,773,045		210,291	1.3%
Management fee		3,178,006		2,948,066		229,940	7.8%
Operating		7,800,574		7,748,910		51,664	0.7%
Renting		1,148,593		1,004,666		143,927	14.3%
Repairs and maintenance		13,115,843		13,366,079		(250,236)	(1.9%)
Taxes and insurance		9,999,058		9,954,214		44,844	0.5%
Property impairment		—		971,109		(971,109)	0.0%
		55,161,297		55,666,521		(505,224)	(0.9%)
Income Before Other Income (Expense)		25,371,253		18,814,847		6,556,406	34.8%
Other Income (Expense)
Interest income		4,465,557		4,486,603		(21,046)	(0.5%)
Interest expense		(15,457,325)		(15,723,733)		266,408	(1.7%)
Income from investments in unconsolidated joint ventures		1,282,102		876,233		405,869	46.3%
		(9,709,666)		(10,360,897)		651,231	(6.3%)
Net Income	$	15,661,587	$	8,453,950	$	7,207,637	85.3%

Rental income from continuing operations for the year ended December 31, 2024 was approximately $79,763,000, compared to approximately $73,892,000 for the year ended December 31, 2023, an increase of approximately $5,871,000 (7.9%). Excluding the net increase in revenue from Shawmut of approximately $1,270,000, there was an increase of approximately $4,601,000 (6.3%).

The Partnership Properties with the largest increases in rental income include Hamilton Oaks, 62 Boylston Street Apartments, Mill Street Gardens, 659 Worcester Road, and 1144 Commonwealth Apartments, with increases of approximately $522,000, $446,000, $393,000, $337,000 and $303,000, 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.

Total expenses from continuing operations for the year ended December 31, 2024 were approximately $55,161,000 compared to approximately $55,666,000 for the year ended December 31, 2023, a decrease of approximately $505,000 (0.9%). Excluding the net change in expenses from Shawmut’s of approximately $953,000, there was a decrease of approximately $1,458,000 (2.7%). Factors which contributed to the decrease were a decrease of approximately $971,000, for the Impairment charge in 2023 for Mill Street Development, a decrease in Depreciation and Amortization expense of approximately $480,000 (0.9%), due to fully depreciated assets, and a decrease in Repairs and Maintenance expense of approximately $340,000 (0.6%), primarily due to a decrease in window, door, and glass repairs

Interest income for the year ended December 31, 2024 was approximately $4,466,000 compared to approximately $4,487,000 for the year ended December 31, 2023, a decrease of approximately $21,000. The decrease is due to a decrease in interest rates for investments in Treasury Bills which mature over a period less than 180 days, with interest rates between 4.2% to 5.0%.

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Interest expense for the year ended December 31, 2024 was approximately $15,457,000 compared to approximately $15,723,000 for the year ended December 31, 2023, a decrease of approximately $266,000 (1.7%). The decrease is due to the greater amortization of principal for debt with level principal and interest payments.

At December 31, 2024, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties. See a description of these properties included in the section titled Investment Properties as well as Note 15 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $1,282,000 for the year ended December 31, 2024, compared to net income of approximately $876,000 for the year ended December 31, 2023, an increase in income of approximately $406,000 (46.3%). This increase is primarily due to rental revenue of approximately $11,689,000 for the year ended December 31, 2024 compared to approximately $11,132,000 for the year ended December 31, 2023, an increase of approximately $557,000 (5.0%). Included in the income for the year ended December 31, 2024 is depreciation and amortization expense of approximately $2,617,000.

As a result of the changes discussed above, net income for the year ended December 31, 2024 was approximately $15,662,000 compared to net income of approximately $8,454,000 for the year ended December 31, 2023, an increase in income of approximately $7,208,000 (85.3%).

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Years Ended December 31, 2023 and December 31, 2022

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures and other income and loss of approximately $18,815,000 during the year ended December 31, 2023, compared to approximately $18,088,000 for the year ended December 31, 2022, an increase of approximately $727,000 (4.0%).

The rental activity is summarized as follows:


	Occupancy Date
	February 1, 2024		February 1, 2023
Residential
Units	2,962		2,911
Vacancies	28		56
Vacancy rate	0.9	%	1.9	%
Commercial
Total square feet	131,159		108,043
Vacancy	1,273		—
Vacancy rate	1.0%	%	0.0	%


	Rental Income (in thousands)
	Rental Income (in thousands)
	Year Ended December 31,
	2023						2022
	Total			Continuing			Total			Continuing
	Operations			Operations			Operations			Operations
Total rents	$	73,892		~~73,892~~	73,892		$	67,561		$	67,561
Residential percentage		94	%	94	94	%		95	%		95	%
Commercial percentage		6	%	6	6	%		5	%		5	%
Contingent rentals	$	683		~~683~~	683		$	541		$	541

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Year Ended December 31, 2023 Compared to Year Ended December 31, 2022:


	Year Ended December 31,				Dollar		Percent
	2023		2022		Change		Change
Revenues
Rental income	$	73,892,393	$	67,560,662	$	6,331,731	9.4%
Laundry and sundry income		588,975		733,064		(144,089)	(19.7%)
		74,481,368		68,293,726		6,187,642	9.1%
Expenses
Administrative		2,900,432		2,731,284		169,148	6.2%
Depreciation and amortization		16,773,045		16,373,429		399,616	2.4%
Management fee		2,948,066		2,716,514		231,552	8.5%
Operating		7,748,910		7,324,692		424,218	5.8%
Renting		1,004,666		639,235		365,431	57.2%
Repairs and maintenance		13,366,079		11,270,589		2,095,490	18.6%
Taxes and insurance		9,954,214		9,149,837		804,377	8.8%
Property impairment		971,109		—		971,109	0.0%
		55,666,521		50,205,580		5,460,941	10.9%
Income Before Other Income (Expense)		18,814,847		18,088,146		726,701	4.0%
Income Before Other Income ( Expense)		18,814,847		18,088,146		726,701	4.0%
Other Income (Expense)
Interest income		4,486,603		1,055,338		3,431,265	325.1%
Interest expense		(15,723,733)		(15,045,477)		(678,256)	4.5%
Interest (expense)		(15,723,733)		(15,045,477)		(678,256)	4.5%
Income from investments in unconsolidated joint ventures		876,233		499,783		376,450	75.3%
Other Income (Expense)		—		(874,517)		874,517	(100.0%)
Other (Expense)		—		(874,517)		874,517	(100.0%)
		(10,360,897)		(14,364,873)		4,003,976	(27.9%)
Net Income	$	8,453,950	$	3,723,273	$	4,730,677	127.1%

Rental income from continuing operations for the year ended December 31, 2023 was approximately $73,892,000, compared to approximately $67,560,000 for the year ended December 31, 2022, an increase of approximately $6,332,000 (9.4%). Excluding revenues from Walgreen’s and Shawmut’s of approximately $1,753,000, there was an increase of approximately $4,579,000 (6.8%).

The Partnership Properties with the largest increases in rental income include 62 Boylston Street Apartments, 1144 Commonwealth Apartments, Westgate Apartments, Woodland Park, and Hamilton Green, with increases of approximately $769,000, $747,000, $456,000, $339,000 and $294,000, 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.

Total expenses from continuing operations for the year ended December 31, 2023 were approximately $55,667,000 compared to approximately $50,205,000 for the year ended December 31, 2022, an increase of approximately $5,461,000 (10.9%). Excluding expenses from Walgreen’s and Shawmut’s of approximately $2,388,000, there was an increase of approximately $3,073,000 (6.1%). Factors which contributed to the increase were an increase in Repairs and Maintenance expense of approximately $2,020,000 (17.9%), primarily due to an increase in apartment units turnover costs, an increase in Taxes and Insurance costs of approximately $600,000 (6.6%), and an increase in Renting expense of approximately $359,000 (56.2%), partially due to an increase in commissions, offset in part by a decrease in Depreciation and Amortization expense of approximately $1,480,000 (9.0%), due to fully depreciated assets.

Interest income for the year ended December 31, 2023, was approximately $4,486,000 compared to approximately $1,055,000 for the year ended December 31, 2022, an increase of approximately $3,431,000. The increase is due to investments in Treasury Bills which mature over a period less than 180 days, with interest rates between 5.3% to 5.5%.

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Interest expense for the year ended December 31, 2023 was approximately $15,723,000 compared to approximately $15,045,000 for the year ended December 31, 2022, an increase of approximately $678,000 (4.5%), The increase is due to the refinancing of properties, increasing the amount of debt, which increased the interest expense for the period.

In December, 2023, the Partnership received approval from MassHousing to construct a 72 unit apartment building in accordance with Chapter 40B to include 17 affordable units on the Mill Street Development site. In order to initiate construction, the Partnership expects to demolish the current building structures and start construction in 2024. No tenants are now occupying the property and with the resulting loss of future cash, management has recorded an impairment charge of approximately $971,000, the net book value of the building for the Mill Street Development property. In order to comply with the permanent financing requirements for a 40B project, Mill Street Development signed a term sheet for a loan of up to $15 million, to be funded upon completion of the development project. In addition, Mill Street Development deposited $75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project.

AtInterest expense for the year ended December 31, 2023, ~~the~~was ~~Partnership~~approximately ~~has~~$15,723,000 ~~between~~compared ato ~~40%~~approximately ~~and~~$15,045,000 ~~50%~~for ~~ownership~~the ~~interests~~year inended ~~seven~~December 31, ~~different~~2022, ~~Investment~~an ~~Properties.~~increase ~~See a description~~ of ~~these~~approximately ~~properties~~$678,000 ~~included~~(4.5%). inThe ~~the~~increase ~~section~~is ~~titled~~due ~~Investment~~to ~~Properties~~the asrefinancing ~~well~~of asproperties, ~~Note 14~~increasing to the ~~Consolidated~~amount ~~Financial~~of ~~Statements~~debt, ~~for~~which aincreased ~~detail of~~ the ~~financial~~interest ~~information~~expense offor ~~each~~the ~~Investment Property~~period.

In December, 2023, the Partnership received approval from MassHousing to construct a 72 unit apartment building in accordance with Chapter 40B to include 17 affordable units on the Mill Street Development site. In order to initiate construction, the Partnership demolished the current building structures and started construction in 2024. With no tenants occupying the property as of December, 2023 and with the resulting loss of future cash, management recorded an impairment charge of approximately $971,000, the net book value of the building for the Mill Street Development property. In order to comply with the permanent financing requirements for a 40B project, Mill Street Development signed a term sheet for a loan of up to $15 million, to be funded upon completion of the development project. In addition, Mill Street Development deposited $75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project.

At December 31, 2023, the Partnership has between a 40% and 50% ownership interests in seven different Investment Properties. See a description of these properties included in the section titled Investment Properties as well as Note 15 to the Consolidated Financial Statements for a detail of the financial information of each Investment Property.

As described in Note 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $876,000 for the year ended December 31, 2023, compared to net income of approximately $500,000 for the year ended December 31, 2022, an increase in income of approximately $376,000 (75.3%). This increase is primarily due to rental revenue of approximately $11,132,000 for the year ended December 31, 2023 compared to approximately $10,261,000 for the year ended December 31, 2022, an increase of approximately $871,000 (8.50).%. Included in the income for the year ended December 31, 2022 is depreciation and amortization expense of approximately $2,593,000.

As a result of the changes discussed above, net income for the year ended December 31, 2023 was approximately $8,454,000 compared to net income of approximately $3,723,000 for the year ended December 31, 2022, an increase in income of approximately $4,731,000 (127.1%).

LIQUIDITY AND CAPITAL RESOURCES

The Partnership’s principal source of cash during 2024 was the collection of rents, and interest income generated from the purchase of Treasury Bills. The Partnership’s principal use of cash during 2024 was the improvements to rental properties, the development of a rental property at Mill Street, and distributions to partners.

The Partnership’s principal source of cash during 2023 was the collection of rents, and interest income generated from the purchase of Treasury Bills. The Partnership’s principal use of cash during 2023 was the improvements of rental properties, and the purchase of two properties: the commercial property at 653 Worcester Road for approximately $10,000,000 and the purchase of a mixed use property in the South End neighborhood of Boston, MA for approximately $27,500,000.

34The majority of cash and cash equivalents of $17,615,940 at December 31, 2024 and $18,230,463 at December 31, 2023 were held in interest bearing accounts at creditworthy financial institutions.

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The decrease in cash of $614,523 at December 31, 2024 is summarized as follows:


	Year Ended December 31,
	2024		2023
Cash provided by operating activities	$	31,934,479	$	24,181,904
Cash (used in) investing activities		(16,575,576)		(38,943,050)
Cash (used in) financing activities		(3,059,736)		(2,688,691)
Repurchase of Depositary Receipts, Class B and General Partner Units		(1,669,131)		(3,925,535)
Distributions paid		(11,244,559)		(9,954,888)
Net decrease in cash and cash equivalents	$	(614,523)	$	(31,330,260)

~~Years~~The ~~Ended~~change ~~December 31~~in cash provided by operating activities is due to various factors, ~~2022~~including a change in depreciation expense, a change in income, an increase in accounts payable and ~~December 31~~accrued expenses, ~~2021~~and other factors. The decrease in cash used in investing activities is primarily due to improvements to rental properties, and the development of the Mill Street rental property in 2024. The change in cash used in financing activities is due to the pay down of mortgages, the repurchase of Depositary Receipts, and distributions to partners.

The Partnership and its Subsidiary Partnerships earned income before interest expense, income from investments in unconsolidated joint ventures and other income and loss of approximately $18,088,000 during the year ended December 31, 2022, compared to approximately $14,242,000 for the year ended December 31, 2021, an increase of approximately $3,846,000 (27.0%).

During 2024, the Partnership and its Subsidiary Partnerships completed improvements to certain of the Properties at a total cost of approximately $25,254,000, which includes approximately $15,231,000 for the Mill Street Development. 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 ~~rental~~most ~~activity~~significant isimprovements ~~summarized~~were asmade ~~follows:~~at Executive Apartments,1144 Commonwealth, Captain Parker, River Drive Apartments, Redwood Hills, and Hamilton Oaks, at a cost of $1,582,000, $1,061,000, $886,000, $880,000, $872,000, and $782,000 respectively. The Partnership plans to invest approximately $41,203,000 in capital improvements in 2025. This amount includes approximately $15,000,000 toward the development of a 72 unit apartment complex at Mill Street Development.


	Occupancy Date
	February 1, 2023		February 1, 2022
Residential
Units	2,911		2,911
Vacancies	56		50
Vacancy rate	1.9	%	1.7	%
Commercial
Total square feet	108,043		108,043
Vacancy	—		—
Vacancy rate	0.0	%	0.0	%

On December 29, 2023, the Partnership signed a contract with a general contractor, NEI General Contracting, Inc., for the construction of the Mill Street Development project for approximately $29,700,000. As of December 31, 2024, the property, located at 57 Mill Street in Woburn, MA, which includes 72 residential units comprising approximately 93,000 square feet, is estimated to be completed during the fourth quarter of 2025. Total investment to date is approximately $15,231,000, and the total investment upon completion is anticipated to be approximately $30 million. The partnership is using cash reserves to fund this construction but will finance a portion of construction costs upon completion of the project. Project costs will initially be funded from Partnership reserves, but upon completion, the Partnership anticipates closing on a permanent loan, as was required by MassHousing, amended under current requirements under the Chapter 40B program. In connection with these requirements, the Partnership received a term sheet from Brookline Bank for a $15,000,000 loan to be funded upon completion of the project, which is currently anticipated in the fourth quarter of 2025.

Line of Credit

On November 21, 2024, the Partnership entered into an agreement for a new $25,000,000 revolving line of credit. The term of the line is for three years with a floating interest rate equal to a base rate of the SOFR Rate for a period of one month plus the applicable margin of 2.5%. The loan covenants include a leverage ratio not to exceed 65%, a debt service coverage ratio of not less than 1.5 to 1.0, maximum usage of 1.5 times trailing 12 months EBITDA, minimum liquidity of $15 million, and a minimum debt yield of 8.5%. The Partnership incurred a commitment fee of $125,000. The Partnership will be charged annually an unused line fee, equal to seventy-five basis points (0.75%) between the difference of the maximum availability and the outstanding principal of the line of credit. This fee will be waived for any period in which the Partnership maintains aggregate deposits of twenty million dollars with the Lender. As of December 31, 2024, the Partnership was in compliance with the financial covenants and did not incur an unused line fee.


	Rental Income (in thousands)
	Year Ended December 31,
	2022					2021
	Total			Continuing		Total			Continuing
	Operations			Operations		Operations			Operations
Total rents	$	67,561		67,561		$	62,176		$	62,176
Residential percentage		95	%	95	%		95	%		95	%
Commercial percentage		5	%	5	%		5	%		5	%
Contingent rentals	$	541		541		$	563		$	563

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Year Ended December 31, 2022 Compared to Year Ended December 31, 2021:


	Year Ended December 31,				Dollar		Percent
	2022		2021		Change		Change
Revenues
Rental income	$	67,560,662	$	62,175,592	$	5,385,070	8.7%
Laundry and sundry income		733,064		462,862		270,202	58.4%
		68,293,726		62,638,454		5,655,272	9.0%
Expenses
Administrative		2,731,284		2,476,593		254,691	10.3%
Depreciation and amortization		16,373,429		16,671,076		(297,647)	(1.8%)
Management fee		2,716,514		2,523,943		192,571	7.6%
Operating		7,324,692		6,471,250		853,442	13.2%
Renting		639,235		1,241,298		(602,063)	(48.5)%
Repairs and maintenance		11,270,589		10,069,325		1,201,264	11.9%
Taxes and insurance		9,149,837		8,942,469		207,368	2.3%
		50,205,580		48,395,954		1,809,626	3.7%
Income Before Other Income ( Expense)		18,088,146		14,242,500		3,845,646	27.0%
Other Income (Expense)
Interest income		1,055,338		87		1,055,251	100.0%
Interest (expense)		(15,045,477)		(13,629,463)		(1,416,014)	10.4%
Income (Loss) from investments in unconsolidated joint ventures		499,783		(567,308)		1,067,091	188.1%
Other (Expense)		(874,517)		(2,745,979)		1,871,462	68.2%
		(14,364,873)		(16,942,663)		2,577,790	15.2%
Net (Loss) Income	$	3,723,273	$	(2,700,163)	$	6,423,436	237.9%

Rental income from continuing operations for the year ended December 31, 2022 was approximately $67,560,000, compared to approximately $62,175,000 for the year ended December 31, 2021, an increase of approximately $5,385,000 (8.7%). The Partnership Properties with the largest increases in rental income include 62 Boylston Street Apartments, 1144 Commonwealth Apartments, Mill Street Gardens, Westgate Apartments, and Hamilton Green, with increases of approximately $1,891,000, $814,000, $402,000, $341,000 and $302,000, 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.

Total expenses from continuing operations for the year ended December 31, 2022 were approximately $50,206,000 compared to approximately $48,396,000 for the year ended December 31, 2021, an increase of approximately $1,810,000 (3.7%). Factors which contributed to the increase were an increase in Repairs and Maintenance expense of approximately $1,201,000 (11.9%), primarily due to an increase in apartment units turnover costs, an increase in Operating expenses of approximately $853,000 (13.2%), primarily due to an increase in snow removal and utility expense, and an increase in Administrative expense of approximately $255,000 (10.3%), partially due to an increase in professional fees, offset in part by a decrease in Depreciation and Amortization expense of approximately $298,000 (1.8%), due to fully depreciated assets.

Interest income for the year ended December 31, 2022, was approximately $1,055,000 compared to approximately $0 for the year ended December 31, 2021, an increase of approximately $1,055,000. The increase is due to investments in Treasury Bills which mature over a period less than 180 days, with interest rates between 2.74% to 4.6%.

Interest expense for the year ended December 31, 2022 was approximately $15,045,000 compared to approximately $13,629,000 for the year ended December 31, 2021, an increase of approximately $1,416,000 (10.4%), The increase is due to the refinancing of properties, increasing the amount of debt, which increased the interest expense for the period.

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At December 31, 2022, the Partnership has between a 40% and 50% ownership interests in seven 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 15 to the Consolidated Financial Statements, the Partnership’s share of the net income from the Investment Properties was approximately $500,000 for the year ended December 31, 2022, compared to a net loss of approximately $567,000 for the year ended December 31, 2021, an increase in income of approximately $1,067,000 (188.1%). This increase is primarily due to rental revenue of approximately $10,261,000 for the year ended December 31, 2022 compared to approximately $9,132,000 for the year ended December 31, 2021, an increase of approximately $1,129,000 (12.40 %). Included in the income for the year ended December 31, 2022 is depreciation and amortization expense of approximately $2,638,000.

As a result of the changes discussed above, net income for the year ended December 31, 2022 was approximately $3,723,000 compared to a net loss of approximately $2,700,000 for the year ended December 31, 2021, an increase in income of approximately $6,423,000 (237.9%).

LIQUIDITY AND CAPITAL RESOURCES

The Partnership’s principal source of cash during 2023 was the collection of rents, and interest income generated from the purchase of Treasury Bills. The Partnership’s principal use of cash during 2023 was the purchase of Treasury Bills and the purchase of two properties: the commercial property at 653 Worcester Road for approximately $10,000,000, and the purchase of a mixed use property in the South End neighborhood of Boston, MA for approximately $27,500,000.

The Partnership’s principal sources of cash during 2022 was the proceeds from the refinancing of 5 properties for approximately $43,000,000, interest income generated from the purchase of Treasury Bills, and the collection of rents.

The majority of cash and cash equivalents of $18,230,463 at December 31, 2023 and $49,560,723 at December 31, 2022 were held in interest bearing accounts at creditworthy financial institutions.

The decrease in cash of $31,330,260 at December 31, 2023 is summarized as follows:


	Year Ended December 31,
	2023		2022
Cash provided by operating activities	$	24,181,904	$	21,539,727
Cash (used in) investing activities		(38,943,050)		(93,073,258)
Cash (used in) provided by financing activities		(2,688,691)		39,605,700
Repurchase of Depositary Receipts, Class B and General Partner Units		(3,925,535)		(5,326,973)
Distributions paid		(9,954,888)		(9,267,981)
Net increase in cash and cash equivalents	$	(31,330,260)	$	(46,522,785)

The change in cash provided by operating activities is due to various factors, including a change in depreciation expense, a change in income and distribution from joint ventures, and other factors. The decrease in cash used in investing activities is primarily due to improvements to rental properties, and the purchase of new properties. The change in cash used in financing activities is due to the pay down of mortgages, the repurchase of Depositary Receipts, and distributions to partners.

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$1,982,000, $1,687,000, $701,000, $468,000, $431,000, and $421,000 respectively. The Partnership plans to invest approximately $22,284,000 in capital improvements in 2024. This amount includes approximately $10,067,000 toward the development of a 72 unit apartment complex at Mill Street Development.

On December 29, 2023, the Partnership signed a contract with a general contractor, NEI General Contracting, Inc., for the construction of the Mill Street Development project for approximately $29,700,000. It is anticipated that approximately $10,100,000 will be incurred in 2024 with the balance of $19,600,000 to be incurred in 2025. Project costs will initially be funded from Partnership reserves, but upon completion, the Partnership anticipates closing on a permanent loan, as required by MassHousing under the Chapter 40B program. In connection with these requirements, the Partnership received a term sheet from Brookline Bank for a $15,000,000 loan to be funded upon completion of the project, which is currently anticipated in the fourth quarter of 2025.

Line of Credit

On July 31, 2014, the Partnership entered into an agreement for a $25,000,000 revolving line of credit. The term of the line was for three years with a floating interest rate equal to a base rate of the greater of (a) the Prime Rate (b) the Federal Funds Rate plus one-half of one percent per annum, or (c) the LIBOR Rate for a period of one month plus 1% per annum, plus the applicable margin of 2.5%. The agreement originally expired on July 31, 2017, and was extended until October 31, 2020. The costs associated with the line of credit extension were approximately $128,000. Prior to the line’s expiration in 2020, the Partnership exercised its option for a one-year extension until October 31, 2021. The Partnership paid an extension fee of approximately $37,500 in association with the extension.

On October 29, 2021, the Partnership closed on the modification of its existing line of credit. The agreement extended the line of credit until October 29, 2024. The commitment amount is for $25 million but is restricted to $17 million during the modification period. The modification period covers the current period and phased out on December 31, 2022. During this period, the loan covenants were modified from a minimum consolidated debt service ratio of 1.60 to a ratio of 1.35 until September 30, 2022; from a minimum tangible net worth requirement of $200 million to a net worth of $175 million until September 30, 2022; from a maximum consolidated leverage ratio of 65% to a ratio of 70% until September 30, 2022 and from a minimum debt yield of 9.5% to a yield of 8.5% until September 30, 2022 and a yield of 9.0% until December 31, 2022. Once the financial performance of the Partnership meets the original covenant tests for the trailing 12-month period, the commitment amount will return to $25 million. The portfolio’s debt yield fell below the minimum of 9.5% to 8.6%. Consequently, as of December 31, 2022, the Partnership did not comply with the debt yield financial covenant. As such, the Partnership is restricted to draw down any amount from the line of credit. until the Partnership meets the required financial covenants. The Partnership is currently in discussions with a lender for a replacement line of credit. See Note 19, Subsequent Events, for additional information.

After June 30, 2023, the remaining tenors of U.S.-dollar LIBOR ceased publication, prompting the need for an alternative benchmark rate. On April 14, 2023, the partnership amended the line of credit to convert its base rate of interest from LIBOR to the Secured Overnight Financing Rate (SOFR) plus 10 basis points.

The line of credit is collateralized by varying percentages of the Partnership’s ownership interest in 2327 of its subsidiary properties and joint ventures. Pledged interests ~~range~~are ~~from~~ 49% ~~to 100%~~ of the Partnership’s ownership interest in the respective entities.

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.

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Off-Balance Sheet Arrangements—Joint Venture Indebtedness

As of December 31, ~~2023~~2024, the Partnership had a 40%-50% ownership interest in seven Joint Ventures, which all have mortgage indebtedness except Hancock 1025, and Hamilton Essex Development. We do not have control of these partnerships and therefore we account for them using the equity method of consolidation. At December 31, ~~2023~~2024, our proportionate share of the non-recourse debt before unamortized deferred financing costs related to these investments was approximately $7073,~~691~~916,000. See Note 15 to the Consolidated Financial Statements.

Contractual Obligations

As of December 31, ~~2023~~2024, we are subject to contractual payment obligations as described in the table below.

Payments due by period

~~2024~~2025

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

Thereafter

Total

Contractual Obligations

Long -term debt

Mortgage debt

23,~~852~~578,~~762~~908

325,~~602~~087,~~548~~985

2523,~~112~~327,~~083~~532

2331,~~270~~875,~~649~~215

3128,~~875~~301,~~215~~226

~~324~~296,~~726~~434,~~284~~509

~~411~~408,~~439~~605,~~541~~375

Total Contractual Obligations

23,~~852~~578,~~762~~908

325,~~602~~087,~~548~~985

2523,~~112~~327,~~083~~532

2331,~~270~~875,~~649~~215

3128,~~875~~301,~~215~~226

~~324~~296,~~726~~434,~~284~~509

~~411~~408,~~439~~605,~~541~~375

We have various standing or renewable service contracts with vendors related to our property management. In addition, we have certain other contracts we enter into in the ordinary course of business that may extend beyond one year. These contracts are not included as part of our contractual obligations because they include terms that provide for cancellation with insignificant or no cancellation penalties.

See Notes 5 and 15 to the Consolidated Financial Statements for a description of mortgage notes payable. The Partnership has no other material contractual obligations to be disclosed.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates and equity prices. In pursuing its business plan, the primary market risk to which the Partnership is exposed is interest rate risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between the Partnership’s yield on invested assets and cost of funds and, in turn, its ability to make distributions or payments to its investors.

As of December 31, ~~2023~~2024, the Partnership, its Subsidiary Partnerships and the Investment Properties collectively have approximately $~~577~~581,~~822~~437,000 in long-term debt, substantially all of which require payment of interest at fixed rates. Accordingly, the fair value of these debt instruments is affected by changes in market interest rates. This long term debt matures through 2035. Including the line of credit, the Partnership, its Subsidiary Partnerships and the Investment Properties collectively have variable rate debt of $10,000,000 as of December 31, ~~2023~~2024 ranging from SOFR plus 170 basis points to SOFR plus ~~310~~250 basis points. Assuming interest rate caps are not in effect, if market rates of interest on the Partnership’s variable rate debt increased or decreased by 100 basis points, then the increase or decrease in interest costs on the Partnership’s variable rate debt would be approximately $50,000 annually and the increase or decrease in fair value of the Partnership’s fixed rate debt as of December 31, ~~2023~~2024 would be approximately $2523,~~644~~436,000. For information regarding the fair value and maturity dates of these debt obligations, see 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”.

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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Partnership appear on pages F-4 through F-X41 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 Rules 13a-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 15-15(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 (2013)”. 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, ~~2023~~2024.

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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.

The effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2023~~2024 has been audited by Miller Wachman LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the fourth quarter of ~~2023~~2024 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Director and Officer Trading Arrangements

During the three months ended December 31, ~~2023~~2024, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

Not Applicable

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

New Real, a Massachusetts corporation and our General Partner, was owned, as of December 31, 2023, by the estate of Harold Brown and by Ronald Brown. The estate was closed on January 2, 2024, whereupon the capital stock of NewReal previously owned by the estate of Harold Brown were transferred to JPB Real Estate LLC and Maisie Brown LLC, entities controlled by Jameson Brown and Harley Brown respectively, with each entity acquiring 37.5% of the voting control of NewReal at that time. Harold Brown and his brother 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. Hamilton is wholly owned by JPB Real Estate LLC and Maisie Brown LLC, entities controlled by Jameson Brown and Harley Brown, respectively. See “Item 11. Executive Compensation” for information concerning fees paid by the Partnership to Hamilton during ~~2023~~2024.

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, Jameson Brown, Martina Alibrandi, David Aloise, Andrew Bloch, Sally Michael, and David Reier. The directors of the General Partner hold office until their successors are duly elected and qualified.

Ronald Brown and Jameson 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 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 December 31, 2023, the Audit committee consisted of two members, Martina N. Alibrandi and David Aloise. The Board of Directors has determined that Ms. Alibrandi and Mr. Aloise are audit committee financial experts, as that term is defined in Item 407 of Securities and Exchange Commission Regulation S-K. 43

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The executive officers of the General Partner serve at the pleasure of the Board of Directors. On June 14, 2001, the Board of Directors 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 December 31, 2024, the Audit committee consisted of two members, Martina N. Alibrandi and David Aloise. The Board of Directors has determined that Ms. Alibrandi and Mr. Aloise are audit committee financial experts, as that term is defined in Item 407 of Securities and Exchange Commission Regulation S-K.

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)	8889	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 (1997-2004); 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 (1996-2002); 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, 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.
Jameson Brown, Treasurer and Director (since 2019)	3638	Chief Executive Officer and Chief Operating Officer, The Hamilton Company, Inc. Manager and developer of Residential and Commercial Real Estate (Since 2018); Vice President, Acquisitions and Property Management, The Hamilton Company, Inc. (2016-2018);Vice President, Acquisitions and Development, The Hamilton Company, Inc. (2014-2016);Trustee, The Hamilton Company Charitable Foundation ( since 2011); Chairman, The Hamilton Company Charitable Foundation (2011-2016). Mr. Brown is a graduate of Tulane University, earning a B.A. degree in Management. Based on Mr. Brown’s experience in the real estate industry, the Board of Directors concluded that Mr. Brown has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
David Aloise,Director (since 2007)	69	Director and Chairman 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;.Director and Audit Committee Member AGF Global,Inc.; Director, Audit and Compensation Committee Member David’s Bridal, Inc.; Director and Chair of Audit Committee, Anuvu, Inc. 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.

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Name and Position	Age	Other Position
Andrew Bloch,Director (since 2019)	61	Co-Chief Executive Officer and Chief Financial Officer, The Hamilton Company, Inc. Manager and developer of Residential and Commercial Real Estate (2018- 2022); Chief Financial Officer, The Hamilton Company, Inc. (1998-2022);Vice President, Hamilton Financial, The Hamilton Company, Inc. (1996-1997); Mr. Bloch is a graduate of Hobart College, earning a B.A. degree in Economics and a graduate of Bentley University, earning a M.B.A. degree. Based on Mr. Bloch’s experience in the real estate industry, the Board of Directors concluded that Mr. Bloch has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
David Aloise,Director (since 2007)	70	Director and Chairman 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) Department Head of Commercial Loan Workout, Managing Director Small Business Banking, Vice President Restructured Real Estate, Vice President C & I Loan Workout. Prior experience includes 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; Director and Audit Committee Member AGF Global,Inc.; Director, Audit and Compensation Committee Member David’s Bridal, Inc. Currently, Director and Chair of Audit Committee, Anuvu, Inc. 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.
Martina AlibrandiDirector (since 2022)	64	Founder and principal of Martina N. Alibrandi CPA, PC (since 1987), a CPA firm that specializes in tax preparation and planning for mid-size businesses and high net worth individuals. Ms. Alibrandi is a licensed CPA in Massachusetts; a graduate of Boston College, Carroll School of Management, earning a B.S degree in accounting. Ms. Alibrandi worked for Ernst & Young in New York and Boston (1981-1987) before starting her own accounting practice; New England Realty Associates (NERA) was a client of Ms. Alibrandi (1989-2014) and she was involved in the preparation of the quarterly and annual filings to the SEC; Ms Alibrandi was the Chief Operating Officer of MediVector, Inc. a Boston based drug development company (2014 – 2016); Board Member and Treasurer of Sancta Maria Nursing Facility in Cambridge (since 2021); leasing consultant to Sancta Maria Nursing Facility (since 2018) which involves the leases of commercial space at the facility. Based on Ms. Alibrandi’s extensive business experience, the Board of Directors concluded that she has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
Andrew Bloch,Director (since 2019)	62	Co-Chief Executive Officer and Chief Financial Officer, The Hamilton Company, Inc. Manager and developer of Residential and Commercial Real Estate (2018- 2022); Chief Financial Officer, The Hamilton Company, Inc. (1998-2022);Vice President, Hamilton Financial, The Hamilton Company, Inc. (1996-1997); Mr. Bloch is a graduate of Hobart College, earning a B.A. degree in Economics and a graduate of Bentley University, earning a M.B.A. degree. Based on Mr. Bloch’s experience in the real estate industry, the Board of Directors concluded that Mr. Bloch has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
Sally Michael,Director (since 2019)	61	Director of the General Partner. Managing Partner of the Boston office of the law firm Saul Ewing LLP. A member of the Board of Trustees of the Boston Home. Is licensed to practice law in Massachusetts and Rhode Island. Ms. Michael is a graduate of Brandies University, earning a B.A. degree, and holds a J.D. degree from Suffolk University. Based on Ms. Michael’s experience providing legal representation to companies in the real estate industry, the Board of Directors concluded that Ms. Michael has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
Martina AlibrandiDirector (since 2022)	65	Founder and principal of Martina N. Alibrandi CPA, PC (since 1987), a CPA firm that specializes in tax preparation and planning for mid-size businesses and high net worth individuals. Ms. Alibrandi is a licensed CPA in Massachusetts; a graduate of Boston College, Carroll School of Management, earning a B.S degree in accounting. Ms. Alibrandi worked for Ernst & Young in New York and Boston (1981-1987) before starting her own accounting practice; New England Realty Associates (NERA) was a client of Ms. Alibrandi (1989-2014) and she was involved in the preparation of the quarterly and annual filings to the SEC; Ms Alibrandi was the Chief Operating Officer of MediVector, Inc. a Boston based drug development company (2014 – 2016); Board Member and Treasurer of Sancta Maria Nursing Facility in Cambridge (2021-2024); leasing consultant to Sancta Maria Nursing Facility (2018-2024) which involves the leases of commercial space at the facility. Based on Ms. Alibrandi’s extensive business experience, the Board of Directors concluded that she has the requisite experience, qualifications, capabilities and skills necessary to serve as a member of the Board of Directors.
David Reier,Director (since 2021)	70	Director of the General Partner. Mr. Reier is a partner of the Boston office of the national law firm Arent Fox LLP. Mr. Reier is licensed to practice law in Massachusetts and is admitted to practice in the U.S. District Court, District of Massachusetts, U.S. Bankruptcy Court, District of Massachusetts, Supreme Court of the United States and U.S. Court of Federal Claims. Mr. Reier holds a Ph.D. degree from the University of California, Berkeley, and a J.D. from Harvard Law School. Based on Mr. Reier’s experience providing legal representation to companies in a range of industries, including real estate, the Board of Directors concluded that Mr. Reier has the requisite experience, qualifications, capabilities and the skills necessary to serve as a member of the Board of Directors.
Sally Michael,Director (since 2019)	62	Director of the General Partner. Managing Partner of the Boston office of the law firm Saul Ewing LLP. A member of the Board of Trustees of the Boston Home. Is licensed to practice law in Massachusetts and Rhode Island. Ms. Michael is a graduate of Brandies University, earning a B.A. degree, and holds a J.D. degree from Suffolk University. Based on Ms. Michael’s experience providing legal representation to companies in the real estate industry, the Board of Directors concluded that Ms. Michael has the requisite experience, qualifications, capabilities 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~~45

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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.


Name and Position	Age	Other Position
David Reier, Director (since 2021)	71	Director of the General Partner. Retired Partner of the Boston office of the national law firm Arent Fox LLP. Mr. Reier is licensed to practice law in Massachusetts and is admitted to practice in the U.S. District Court, District of Massachusetts, U.S. Bankruptcy Court, District of Massachusetts, Supreme Court of the United States and U.S. Court of Federal Claims. Mr. Reier holds a Ph.D. degree from the University of California, Berkeley, and a J.D. from Harvard Law School. Based on Mr. Reier’s experience providing legal representation to companies in a range of industries, including real estate, the Board of Directors concluded that Mr. Reier has the requisite experience, qualifications, capabilities and the 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 Partnership under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year, Forms 5 furnished to the Partnership with respect to its most recent fiscal year and any written representations received by the Partnership from persons required to file such forms, all of 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 — filed 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 Securities and Exchange Commission 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 Hamilton’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., the General Partner, is currently comprised of David Aloise, and Martina Alibrandi, each of whom is an independent director of NewReal. The Audit Committee operates under a written charter. In March 2022, the Audit Committee charter was amended to clarify that the Audit Committee may consist of two members if a two member committee is permitted under applicable securities laws and the listing standards of the exchange on which the Partnership’s securities are listed. The listing rules of the NYSE MKT Exchange permit smaller reporting companies such as the Partnership to maintain an audit committee with two members.

The Partnership’s management, which consists of the 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 and the effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2023~~2024 in accordance with the standards of the Public Company Accounting Oversight Board (United States), 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, 2023 with management of the Partnership and with representatives of Miller Wachman. As a result of these discussions, the Audit Committee believes that the Partnership 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. 16 (Communications with Audit Committee).46

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, 2023 be included in the Partnership’s annual report on form 10-K to be filed with the Securities and Exchange Commission.

David AloiseMartina Alibrandi

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The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2024 with management of the Partnership and with representatives of Miller Wachman. As a result of these discussions, the Audit Committee believes that the Partnership 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. 16 (Communications with Audit Committee).

Based on the foregoing, the Audit Committee has recommended that the audited financial statements of the Partnership for the year ended December 31, 2024 be included in the Partnership’s annual report on form 10-K to be filed with the Securities and Exchange Commission.

David Aloise
Martina Alibrandi

ITEM 11. EXECUTIVE COMPENSATION

The Partnership does not have “Executive Compensation.” As more fully described below, the Partnership employs The Hamilton Company, 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 ~~2023~~2024. As more fully described below, the Partnership employs The Hamilton 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.

The General Partner has engaged The Hamilton Company, ~~Inc.~~ 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 The Hamilton Company. See “Item 10. Directors and Executive Officers of the Registrant.” The total Management Fee paid to The Hamilton Company during ~~2023~~2024 was approximately $23,~~948~~178,000. The management services provided by The Hamilton Company 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 ~~2023~~2024, the Partnership and its Subsidiary Partnerships paid administrative fees to The Hamilton Company of approximately $1,~~289~~032,000 inclusive of construction supervision and architectural fees of approximately $~~606~~504,000, repairs and maintenance service fees of approximately $~~261~~175,000, legal fees of approximately $~~231~~171,000, renting expenses of approximately $6657,000 and $125,000 for accounting services. In addition, the Partnership paid $2824,000 to Ronald Brown for construction supervision services.

Sally Michael is a Director of NewReal, Inc., and she is a partner of Saul Ewing Arnstein LLP. Saul Ewing LLP billed the Partnership for legal fees totaling $91,000, $84,000, and $168,000 for 2023, 2022, and 2021 respectively.47

Additionally, the Hamilton Company received approximately $797,000 from the 40-50% owned Investment Properties of which approximately $699,000 was the management fee, approximately $9,000 was for construction supervision and architectural fees, approximately $57,000 was for maintenance services, approximately $31,000 for legal services and approximately $1,000 for renting expenses. The Advisory Committee held 4 meetings during 2023, and a total of $16,000 was paid for attendance and participation in such meetings. Additionally, the Audit Committee held 4 meetings in 2023 and a total of $80,000 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 was at any time in 2023 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 2023.

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~~ITEM~~Sally 12Michael is a Director of NewReal, Inc., ~~SECURITY~~and ~~OWNERSHIP~~she OFis ~~CERTAIN~~a ~~BENEFICIAL~~partner ~~OWNERS~~of ~~AND~~Saul ~~MANAGEMENT~~Ewing ~~AND~~LLP. ~~RELATED~~Saul ~~STOCKHOLDER~~Ewing ~~MATTERS~~LLP billed the Partnership for legal fees totaling $115,000, $121,000, and $84,000 for 2024, 2023, and 2022 respectively.

~~As of March 12~~Additionally, ~~2024, except as listed below,~~ the ~~General~~Hamilton ~~Partner~~Company ~~was~~received ~~not~~approximately ~~aware~~$935,000 offrom ~~any~~the ~~beneficial~~40-50% ~~owner~~owned ofInvestment ~~more~~Properties ~~than 5%~~ of ~~the~~which ~~outstanding~~approximately ~~Class A~~$751,000 ~~Units~~was or the ~~Depositary~~management ~~Receipts~~fee, ~~other~~approximately ~~than Computershare~~$101,000 ~~which,~~was ~~under~~for ~~the~~construction ~~Deposit~~supervision ~~Agreement,~~and asarchitectural ~~Depositary~~fees, isapproximately ~~the~~$64,000 ~~record~~was ~~holder~~for ofmaintenance ~~the~~services, ~~Class A~~and ~~Units~~approximately ~~exchanged~~$19,000 for ~~Depositary~~legal ~~Receipts~~services. AsThe ofAdvisory ~~March 12,~~Committee ~~2024,~~held ~~pursuant~~4 tomeetings ~~the~~during ~~Deposit Agreement~~2024, ~~Computershare~~and ~~was~~a ~~serving~~total ~~as the record holder~~ of ~~the Class A Units with respect to which 2~~$16,~~771,321~~000 ~~Depositary~~was ~~Receipts~~paid ~~had~~for ~~been~~attendance ~~issued~~and toparticipation ~~approximately~~in ~~2,300~~such ~~holders~~meetings. ~~As of March 12~~Additionally, ~~2024, there were issued and outstanding 1,476 Class A Units (not including~~ the ~~Depositary~~Audit ~~Receipts)~~Committee held by4 ~~116~~meetings ~~registered~~in ~~unit~~2024 ~~holders, 22,290 Class B Units~~ and ~~1,176~~a ~~General~~total ~~Partnership~~of ~~Units held by the persons listed below. During 2023~~$80,000 ~~zero~~was ~~(0)~~paid ~~Class A~~for ~~Units~~attendance ~~were~~and ~~exchanged~~participation ~~for~~in ~~Depositary~~such ~~Receipts~~meetings.

~~The~~Compensation ~~following~~Committee ~~table~~Interlocks sets forth certain information regarding each class of Partnership Units beneficially owned as of December 31, 2023 by (i) each person known by the Partnership to beneficially own more than 5% of any class of Partnership Units, (ii) each director and ~~officer~~Insider 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.Participation

The Board of Directors of our General Partner does not have a compensation committee. No member of the Board of Directors was at any time in 2024 or at any other time an officer or employee of the General Partner other than Jameson Brown, the Treasurer of the Partnership, the Chief Financial Officer and a director of the General Partner, and the Chief Executive Officer of The Hamilton Company; and Ronald Brown, a director and the President of the General Partner, and a director of the Partnership. No member had any relationship with the Partnership requiring disclosure as a related-person transaction under Item 404 of Regulation S-K. No other 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 2024.

46ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Table~~As of ~~Contents~~March 12, 2025, 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 12, 2025, pursuant to the Deposit Agreement, Computershare was serving as the record holder of the Class A Units with respect to which 2,757,936 Depositary Receipts had been issued to approximately 1,900 holders. As of March 12, 2025, there were issued and outstanding 1,407 Class A Units (not including the Depositary Receipts) held by 109 registered unit holders, 22,168 Class B Units and 1,167 General Partnership Units held by the persons listed below. During 2024, 124 Class A Units were exchanged for Depositary Receipts.


	Class A				Class B				General Partnership
			% Of				% Of				% Of
	Number of		Outstanding		Number of		Outstanding		Number of		Outstanding
	Units		Units		Units		Units		Units		Units
	Beneficially		Beneficially		Beneficially		Beneficially		Beneficially		Beneficially
Directors and Officers	Owned		Owned		Owned		Owned		Owned		Owned
Jameson Brown	33	(1) (6)	0.04	% (1) (6)	16,734	(2)	75	% (2)
c/o New England Realty Associates		(5)		(5)
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
Harold Brown 2013 Revocable Trust					—		—		(3)		100	% (3)
c/o Saul Ewing LLP
131 Dartmouth Street
Boston, MA 02116
HBC Holdings, LLC		(1)		(1)		(2)		(2)	—		—
39 Brighton Avenue
Allston, MA 02134
Ronald Brown	3,087	(4) (6)	3.30	% (4) (6)	5,578		25	%		(3)	100	% (3)
c/o New England Realty Associates
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
Martina Alibrandi	—		—		—		—		—		—
341 Beacon Street Unit 4A
Boston, MA 02116
David Aloise	—		—		—		—		—		—
241 Cottage Park Road
Winthrop, MA 02152
Andrew Bloch	—		—		—		—		—		—
6 Oxbow Road
Wayland,MA. 01778
Sally Michael		(1) (5) (6)		(1) (5) (6)		(2)		(2)		(3)	100	% (3)
4 Park Road
Sharon.MA. 02067
David Reier		(1)		(1)	—		—			(3)	100	% (3)
7 Wheeler Road
Lexington,Ma. 02420
NewReal, Inc.	333		0.36	%	—		—		1,174		100	%
39 Brighton Avenue
Allston, MA 02134
All directors and officers as a group	30,298	(7)	32.42	% (7)	22,312	(8)	100	% (8)	1,174	(3)	100	% (3)
5% Owners that are not Directors and Officers
Maura Brown	5,087		5.44	%	—		—		—		—
39 Brighton Avenue
Alston, MA 02134

The following table sets forth certain information regarding each class of Partnership Units beneficially owned as of December 31, 2024 by (i) each person known by the Partnership 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.

(1) As of December 31, 2023, 517,849 Depositary Receipts are held of record by HBC Holdings, LLC (HBC). Jameson Brown and Sally Michael are the managers of HBC with joint voting and dispositive control over the Depositary Receipts. Accordingly, Mr. Brown and Ms. Michael 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, HBC was deemed to beneficially own approximately 17,262 Class A Units. (Approximately 18.47% of the outstanding Class A Units).

(2) Consists of Class B Units held by HBC. See Note (1) above. Jameson Brown and Sally Michael as Managers, have 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 Class B Units held by HBC.48

~~(3)~~Table ~~Since The Harold Brown 2013 Revocable Trust and Ronald Brown are the controlling stockholders, executive officers and directors~~ of NewReal, Inc., they may be deemed to beneficially own all of the General Partnership Units held of record by NewReal, Inc. Sally Michael and David Reier were the trustees of the Harold Brown 2013 Revocable Trust as of December 31, 2023. The estate was settled on January 2, 2024, giving Jameson Brown and Harley Brown each ownership of 37.5% of NewReal.Contents


	Class A				Class B				General Partnership
			% Of				% Of				% Of
	Number of		Outstanding		Number of		Outstanding		Number of		Outstanding
	Units		Units		Units		Units		Units		Units
	Beneficially		Beneficially		Beneficially		Beneficially		Beneficially		Beneficially
Directors and Officers	Owned		Owned		Owned		Owned		Owned		Owned
Jameson Brown	33	(1) (6)	0.04	% (1) (6)	16,626	(2)	75	% (2)
c/o New England Realty Associates		(5)		(5)
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
Harold Brown 2013 Revocable Trust					—		—		(3)		100	% (3)
c/o Saul Ewing LLP
131 Dartmouth Street
Boston, MA 02116
HBC Holdings, LLC		(1)		(1)		(2)		(2)	—		—
39 Brighton Avenue
Allston, MA 02134
Ronald Brown	3,087	(4) (6)	3.31	% (4) (6)	5,542		25	%		(3)	100	% (3)
c/o New England Realty Associates
Limited Partnership
39 Brighton Avenue
Allston, MA 02134
Martina Alibrandi	—		—		—		—		—		—
341 Beacon Street Unit 4A
Boston, MA 02116
David Aloise	—		—		—		—		—		—
241 Cottage Park Road
Winthrop, MA 02152
Andrew Bloch	—		—		—		—		—		—
6 Oxbow Road
Wayland,MA. 01778
Sally Michael		(1) (5) (6)		(1) (5) (6)		(2)		(2)		(3)	100	% (3)
4 Park Road
Sharon.MA. 02067
David Reier		(1)		(1)	—		—			(3)	100	% (3)
7 Wheeler Road
Lexington,Ma. 02420
NewReal, Inc.	333		0.36	%	—		—		1,167		100	%
39 Brighton Avenue
Allston, MA 02134
All directors and officers as a group	30,298	(7)	32.46	% (7)	22,168	(8)	100	% (8)	1,167	(3)	100	% (3)
5% Owners that are not Directors and Officers
Maura Brown	4,903		5.25	%	—		—		—		—
39 Brighton Avenue
Alston, MA 02134

~~Table~~(1) As of ~~Contents~~December 31, 2024, 517,849 Depositary Receipts are held of record by HBC Holdings, LLC (HBC). Jameson Brown and Sally Michael are the managers of HBC with joint voting and dispositive control over the Depositary Receipts. Accordingly, Mr. Brown and Ms. Michael 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, HBC was deemed to beneficially own approximately 17,262 Class A Units. (Approximately 18.49% of the outstanding Class A Units).

(42) Consists of ~~92,600~~Class ~~Depositary~~B ~~Receipts~~Units held ofby ~~record~~HBC. ~~jointly~~See byNote ~~Ronald~~(1) above. Jameson Brown and ~~his~~Sally ~~wife.~~Michael ~~Because~~as aManagers, ~~Depositary~~have ~~Receipt~~voting ~~represents~~and ~~beneficial~~investment ~~ownership~~power ofover ~~one-thirtieth~~the ~~of a~~ Class AB ~~Unit,~~Units ~~Ronald~~held ~~Brown~~by ~~may~~the beLLC, ~~deemed~~subject to ~~beneficially~~the ~~own~~provisions ~~approximately~~of 3the LLC,~~087~~ ~~Class~~and Athus ~~Units.~~may ~~(Approximately~~be ~~3.30%~~deemed ofto ~~the~~beneficially ~~outstanding~~own the Class AB Units) held by HBC.

(53) ~~Consists~~Since ~~of 287,500 Depositary Receipts held by HJB 2009 Holdings, LLC. HJB 2009 Holdings LLC is owned 50% by JPB Real Estate LLC, an entity owned by~~ Jameson Brown, and ~~50%~~Ronald ~~owned Maisie~~ Brown ~~LLC,~~are anthe ~~entity~~controlling ~~owned~~stockholders, byexecutive ~~Harley~~officers ~~Brown.~~and ~~Sally~~directors ~~Michael~~of isNewReal, ~~the Manager~~Inc. ~~Accordingly Jameson. Brown~~, ~~Ms.~~they ~~Michael and Harley Brown~~ may be deemed to beneficially own ~~the~~all ~~Depositary~~of ~~Receipts held by~~ the ~~LLC.~~General ~~Because~~Partnership aUnits ~~Depositary~~held ~~Receipt~~of ~~represents~~record ~~beneficial~~by ~~ownership~~NewReal. ofThe ~~one~~estate ~~thirtieth~~was ofsettled aon ~~Class~~January A2, ~~Unit~~2024, ~~the~~giving ~~Trusts~~Jameson ~~collectively~~Brown ~~may~~and beHarley ~~deemed~~Brown toeach ~~beneficially own approximately 9,583 Class A Units~~37. ~~(Approximately 10.15~~5% ownership of ~~the outstanding Class A Units)~~NewReal.

(6) Does not include 62,190 Depositary Receipts held by the Hamilton Company Charitable Foundation. Jameson Brown and Ronald Brown are trustees of the foundation and jointly have voting and dispositive control over the Depositary Receipts. Accordingly, the Browns may be deemed to beneficially own the Depositary Receipts held by the Foundation Because a Depositary Receipt represents beneficial ownership of on thirtieth of a Class A Unit, the Foundation may be deemed to beneficially own approximately 2,073 Class A Units. (Approximately 2.20% of the outstanding Class A Units).49

~~(7)~~Table ~~Consists~~ of ~~the Class A Units described in Notes (1) (5) above, plus NewReal, Inc., Jameson Brown and Ronald Brown, as indicated in the table.~~Contents

(84) ~~Includes~~Consists ~~the~~of 92,600 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 BA ~~Units~~Unit, ~~described~~Ronald inBrown ~~Note~~may be deemed to beneficially own approximately 3,087 Class A Units. (2)Approximately ~~above~~3.31% of the outstanding Class A Units).

On(5) ~~November 13,~~Consists ~~2000~~of 287,500 ~~the~~Depositary ~~Partnership~~Receipts ~~adopted~~held aby ~~Policy~~HJB ~~for~~2009 ~~Establishment~~Holdings, ofLLC. ~~Rule 10b5-1~~HJB ~~Trading~~2009 ~~Plans.~~Holdings ~~Pursuant~~LLC tois ~~this~~owned ~~Policy,~~50% ~~the~~by ~~Partnership~~JPB ~~authorized~~Real ~~its~~Estate ~~officers~~LLC, ~~directors~~an ~~and~~entity ~~certain~~owned ~~employees,~~by ~~shareholders~~Jameson Brown, and ~~affiliates~~50% ~~who~~by ~~are~~Maisie ~~deemed~~Brown ~~“insiders”~~LLC, ofan ~~the~~entity ~~Partnership~~owned toby ~~adopt~~Harley ~~individual~~Brown. ~~plans~~Sally ~~for~~Michael ~~trading~~is the ~~Partnership’s~~Manager. ~~securities~~Accordingly, ~~(“Trading~~Jameson ~~Plans”)~~Brown, Sally Michael, and ~~established~~Harley ~~certain~~Brown ~~procedural~~may ~~requirements~~be ~~relating~~deemed to ~~the~~beneficially ~~establishment,~~own ~~modification~~the ~~and~~Depositary ~~termination~~Receipts ofheld ~~such~~by ~~Trading~~the ~~Plans~~LLC. ~~The~~Because ~~Partnership~~a ~~does~~Depositary ~~not~~Receipt ~~have~~represents ~~any~~beneficial ~~securities~~ownership ~~authorized~~of ~~for~~one ~~issuance~~thirtieth ~~pursuant~~of a Class A Unit, the Trusts collectively may be deemed to ~~any~~beneficially ~~equity~~own ~~compensation~~approximately ~~plans~~9,583 Class A Units. (Approximately 10.27% of the outstanding Class A Units).

(6)

Does not include 62,190 Depositary Receipts held by the Hamilton Company Charitable Foundation. Jameson Brown and Ronald Brown are trustees of the foundation and jointly have voting and dispositive control over the Depositary Receipts. Accordingly, the Browns may be deemed to beneficially own the Depositary Receipts held by the Foundation. Because a Depositary Receipt represents beneficial ownership of on thirtieth of a Class A Unit, the Foundation may be deemed to beneficially own approximately 2,073 Class A Units. (Approximately 2.22% of the outstanding Class A Units).

(7)	Consists of the Class A Units described in Notes (1) (5) above, plus NewReal, Inc., Jameson Brown and Ronald Brown, as indicated in the table.

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

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

Jameson Brown is the nephew of Ronald Brown.

Jameson Brown and Sally Michael are the managers of HBC Holdings, LLC, which owns 17,262 Class A units of the Partnership, and 75% of the Class B ~~Units~~units of the Partnership;.

~~Sally~~JPB ~~Michael~~Real ~~and~~Estate ~~David~~LLC ~~Reier~~and ~~are~~Maisie ~~the Trustees of both the Harold~~ Brown ~~2009~~LLC, ~~Irrevocable~~entities ~~Trust~~beneficially ~~FBO~~owned ~~Harley~~by ~~Oliver~~Jameson Brown and ~~the~~Harley ~~Harold~~ Brown ~~2009 Irrevocable Trust FBO Jameson Pruitt Brown~~, ~~which~~ together own HJB 2009 Holdings, LLC, which is managed by Sally E. Michael and owns 9,583 Class A units of the Partnership;.

Jameson Brown and Ronald Brown are Trustees of the Hamilton Company Charitable Foundation, which owns 2,073 Class A units of the Partnership.

David Aloise and Martina Alibrandi are determined to be independent under the rules of the NYSE Amex Exchange and the Securities and Exchange Commission. The board holds regularly scheduled meetings.

The Partnership’s written policy with respect to the review and approval of related party transactions is governed by the Partnership Agreement which assigns the Advisory Committee with the responsibility to approve or reject all proposed acquisitions and investments with or from the General Partner or an affiliate. Related parties are identified by the officers of Hamilton and material transactions are reported to and reviewed by the Audit Committee on a quarterly basis.

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The Partnership invested approximately $34,885,000 in seven limited liability companies formed to acquire Investment Properties. The Partnership has 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 47.6% and 59% and five current and former employees of Hamilton own between 0% and 2.4% in each of the Investment Properties. See Note 15 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, ~~2023~~2024 and has reported on the ~~2023~~2024 Consolidated Financial Statements. Aggregate fees rendered to Miller Wachman LLP for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 were as follows:


	~~2023~~2024		~~2022~~2023
Audit Fees
Recurring annual audits and quarterly reviews	$	~~316~~326,000	$	316,000
Subtotal		~~316~~326,000		316,000
Tax Fees
Recurring tax compliance for the Partnership, 19 subsidiary Partnerships and 18 General Partnerships		~~105~~125,000		105,000
Subtotal		~~105~~125,000		105,000
Total Fees	$	~~421~~451,000	$	421,000

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 ~~2023~~2024 and ~~2022~~2023 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 (PCAOB ID 566)

Consolidated Balance Sheets at December 31, ~~2023~~2024 and ~~2022~~2023

Consolidated Statements of Income for the Years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022

Consolidated Statements of Comprehensive Income for the Years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022

Consolidated Statements of Changes in Partners’ Capital for the Years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022

Consolidated Statements of Cash Flows for the Years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022

Notes to Consolidated Financial Statements

2. Consolidated Financial Statement Schedules:

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.

ITEM 16. Form 10-K Summary

Not applicable

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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, ~~2023~~2024, and ~~2022~~2023, and the related consolidated statements of income, comprehensive income, partners’ capital, and cash flows for each of the years in the three-year period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the financial statements). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2023~~2024, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

Basis for Opinion

The Partnership’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Partnership’s consolidated financial statements and an opinion on the Partnership’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Partnership Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A Partnership’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Partnership’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

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reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the Partnership; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.

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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment of Investment Properties

As described in Notes 1 and 2 to the consolidated financial statements, the Partnership recognized an other than temporary impairment related to one investment property under development. The Partnership reviews the carrying value of investment properties on an annual basis or whenever events or changes in circumstances indicate a possible impairment. Events or circumstances that may prompt a review of the carrying value of investment properties may include a significant decrease in the anticipated market price of the investment property, an adverse change to the extent or manner in which an asset may be used, or a significant change in its physical condition or damage due to catastrophic event.

The Partnership reviews its investment properties for potential impairment through an analysis of net operating income. In the event that any impairment indicators are present, the Partnership undertakes additional analyses utilizing expected undiscounted future cash flows, expected disposition proceeds for a given asset and anticipated rates of return for its recent acquisitions. Forecasting of cash flows requires management to make estimates and assumptions about such variables as the anticipated holding period, rental revenues and operating expenses during the holding period, capital expenditures and rates of return.

The principal consideration for our determination that the impairment of investment properties is a critical audit matter is that it involves a high degree of subjectivity in evaluating management's estimates used in determining the undiscounted cash flow estimates. We performed the following procedures, among others, in connection with forming our overall opinion on the consolidated financial statements. We tested management’s internal controls over the identification of potential investment property impairments, such as controls over the Partnership’s ~~annually~~annual analysis of net operating income, as well as management review controls to identify potential events which could indicate impairment. We examined and evaluated (i) the Partnership’s net operating income trend analysis; (ii) the completeness and accuracy of the underlying data used in management’s assessment of indicators of impairment; and (iii) the reasonableness of significant assumptions and methods used in developing the undiscounted cash flow estimates. When the net operating income analysis indicated that additional analysis was required, we assessed whether the significant assumptions, including estimated holding period, rental revenues and operating expenses during the holding period, capital expenditures and rates of return used in determining the future undiscounted cash flows were reasonable.

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Evaluation of the identification of related parties and related party transactions

As discussed in Note 3 to the consolidated financial statements, The General Partner engages The Hamilton Company, Inc. to manage the properties of the Partnership and its Joint Ventures. The Hamilton Company, Inc. is wholly owned by Brown family related entities. In addition, The Partnership shares ownership of seven of its Joint Ventures with the Brown family related entities. Each of these entities is a related party. The Partnership has entered a number of transactions with the Hamilton Company, Inc. including property management services and other professional services such as legal, accounting and construction. These fees are permitted by the Partnership Agreement.

We identified the evaluation of the identification of related parties and related party transactions as a critical audit matter. Auditor judgment was involved in assessing the sufficiency of the procedures performed to identify related parties and related party transactions of the Partnership.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership’s related party process, including controls over the identification of the Partnership’s related party relationships and transactions. We read agreements and contracts between the Partnership and related parties; queried the accounts payable system for transactions with related parties; evaluated the Partnership’s reconciliation of its applicable accounts to the related parties’ records of transactions and balances; read the Partnership’s minutes from meetings of the Board of Directors and related committees; inquired with executive officers, key members of management, and the Audit Committee of the Board of Directors regarding related party transactions; and read public filings, external news and research sources for information related to transactions between the Partnership and related parties.

/s/ Miller Wachman LLP We have served as the Partnership’s auditor since 1993. Boston, MA March 14, ~~2024~~2025

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	December 31,
	~~2023~~2024		~~2022~~2023
ASSETS
Rental Properties	$	~~269~~278,~~804~~516,~~946~~649	$	~~241~~269,~~076~~804,~~431~~946
Cash and Cash Equivalents		1817,~~230~~615,~~463~~940		4918,~~560~~230,~~723~~463
Rents Receivable		~~953~~1,220,761		~~655~~953,~~814~~761
Real Estate Tax Escrows		2,~~229~~598,~~703~~073		12,~~943~~229,~~680~~703
Investment in U.S. Treasury Bills		8483,~~700~~586,~~751~~405		8884,~~905~~700,~~616~~751
Prepaid Expenses and Other Assets		8,~~369~~553,~~775~~360		8,~~240~~369,~~629~~775
Investments in Unconsolidated Joint Ventures		1,~~441~~417,~~291~~470		1,~~437~~441,~~387~~291
Total Assets	$	~~385~~393,~~730~~508,~~690~~658	$	~~391~~385,~~820~~730,~~280~~690
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable	$	~~408~~406,~~660~~205,~~292~~910	$	~~410~~408,~~966~~660,~~199~~292
Distribution and Loss in Excess of Investment in Unconsolidated Joint Venture		2630,~~707~~531,~~807~~881		2426,~~419~~707,~~129~~807
Accounts Payable and Accrued Expenses		59,~~720~~004,~~088~~962		75,~~271~~720,~~729~~088
Advance Rental Payments and Security Deposits		910,~~996~~199,~~887~~807		9,~~032~~996,~~580~~887
Total Liabilities		~~451~~455,~~085~~942,~~074~~560		451,~~689~~085,~~637~~074
Commitments and Contingent Liabilities (Notes 3 and 9)		—		—
Partners’ Capital 117,431 and 119,255 units outstanding in 2023 and 2022 respectively		(65,354,384)		(59,869,357)
Partners’ Capital 116,676 and 117,431 units outstanding in 2024 and 2023 respectively		(62,433,902)		(65,354,384)
Total Liabilities and Partners’ Capital	$	~~385~~393,~~730~~508,~~690~~658	$	~~391~~385,~~820~~730,~~280~~690

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,
	~~2023~~2024		~~2022~~2023		~~2021~~2022
Revenues
Rental income	$	7379,~~892~~762,~~393~~964	$	6773,~~560~~892,~~662~~393	$	6267,~~175~~560,~~592~~662
Laundry and sundry income		~~588~~769,~~975~~586		~~733~~588,~~064~~975		~~462~~733,~~862~~064
		7480,~~481~~532,~~368~~550		6874,~~293~~481,~~726~~368		6268,~~638~~293,~~454~~726
Expenses
Administrative		2,~~900~~935,~~432~~887		2,~~731~~900,~~284~~432		2,~~476~~731,~~593~~284
Depreciation and amortization		16,~~773~~983,~~045~~336		16,~~373~~773,~~429~~045		16,~~671~~373,~~076~~429
Management fee		23,~~948~~178,~~066~~006		2,~~716~~948,~~514~~066		2,~~523~~716,~~943~~514
Operating		7,~~748~~800,~~910~~574		7,~~324~~748,~~692~~910		67,~~471~~324,~~250~~691
Renting		1,~~004~~148,~~666~~593		~~639~~1,~~235~~004,666		1639,~~241,298~~235
Repairs and maintenance		13,~~366~~115,~~079~~843		1113,~~270~~366,~~589~~079		1011,~~069~~270,~~325~~589
Taxes and insurance		9,~~954~~999,~~214~~058		9,~~149~~954,~~837~~214		89,~~942~~149,~~469~~837
Property impairment		~~971,109~~—		—971,109		—
		55,~~666~~161,~~521~~297		5055,~~205~~666,~~580~~521		4850,~~395~~205,~~954~~579
Income Before Other Income (Expense)		1825,~~814~~371,~~847~~253		18,~~088~~814,~~146~~847		1418,~~242~~088,~~500~~147
Other Income (Expense)
Interest income		4,~~486~~465,~~603~~557		14,~~055~~486,~~338~~603		871,055,338
Interest expense		(15,~~723~~457,~~733~~325)		(15,~~045~~723,~~477~~733)		(1315,~~629~~045,~~463~~477)
Income (loss) from investments in unconsolidated joint ventures		876,233		499,783		(567,308)
Income from investments in unconsolidated joint ventures		1,282,102		876,233		499,783
Other (Loss)		—		~~(874,517)~~—		(2874,~~745,979~~517)
		(109,~~360~~709,~~897~~666)		(1410,~~364~~360,~~873~~897)		(1614,~~942~~364,~~663~~873)
Net Income (Loss)	$	8,453,950	$	3,723,273	$	(2,700,163)
Net Income	$	15,661,587	$	8,453,950	$	3,723,274

Net Income (Loss) per Unit	$	71.34	$	30.99	$	(22.19)
Net Income per Unit	$	133.83	$	71.34	$	30.99
Weighted Average Number of Units Outstanding		~~118~~117,~~500~~022		~~120~~118,~~160~~500		~~121~~120,~~696~~160

See notes to consolidated financial statements.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


	Year Ended December 31,
	~~2023~~2024		~~2022~~2023		~~2021~~2022
Net income (loss)	$	8,453,950	$	3,723,273	$	(2,700,163)
Net income	$	15,661,587	$	8,453,950	$	3,723,274
Other comprehensive income (loss):
Other comprehensive income
Net unrealized (loss) gain on derivative instruments for interest rate swaps		(58,554)		294,931		—
Net unrealized gain (loss) on derivative instruments for interest rate swaps		172,585		(58,554)		294,931
Comprehensive income (loss)	$	8,395,396	$	4,018,204	$	(2,700,163)
Comprehensive income	$	15,834,172	$	8,395,396	$	4,018,205

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL


	Units						Partner’s Capital
													Accumulated
	Limited		General		Treasury		Limited				General		Comprehensive
	Class A	Class B	Partnership	Subtotal	Units	Total	Class A		Class B		Partnership		Income		Total
Balance January 1, 2021	144,180	34,243	1,802	180,225	58,469	121,756	$	(33,203,447)	$	(7,852,318)	$	(413,280)		—	$	(41,469,045)
Balance January 1, 2022	144,180	34,243	1,802	180,225	58,709	121,516	$	(39,462,356)	$	(9,338,738)	$	(491,513)		—	$	(49,292,608)
Distribution to Partners	—	—	—	—	—	—		(3,738,512)		(887,897)		(46,731)		—		(4,673,140)
Stock Buyback	—	—	—	—	240	(240)		(360,266)		(85,492)		(4,500)		—		(450,258)
Net (Loss)	—	—	—	—	—	—		(2,160,131)		(513,031)		(27,002)		—		(2,700,164)
Balance December 31 , 2021	144,180	34,243	1,802	180,225	58,709	121,516	$	(39,462,356)	$	(9,338,738)	$	(491,513)		—	$	(49,292,608)
Distribution to Partners	—	—	—	—	—	—		(7,414,385)		(1,760,916)		(92,680)		—		(9,267,981)
Stock Buyback	—	—	—	—	2,261	(2,261)		(4,262,338)		(1,011,403)		(53,232)		—		(5,326,973)
Net Income	—	—	—	—	—	—		2,978,619		707,421		37,233		—		3,723,274
Net unrealized gain on derivative instruments for interest rate swaps	—	—	—	—	—	—		—		—		—		294,931		294,931
Balance December 31, 2022	144,180	34,243	1,802	180,225	60,970	119,255	$	(48,160,460)	$	(11,403,636)	$	(600,192)	$	294,931	$	(59,869,357)
Balance December 31 , 2022	144,180	34,243	1,802	180,225	60,970	119,255	$	(48,160,460)	$	(11,403,636)	$	(600,192)		294,931	$	(59,869,357)
Distribution to Partners	—	—	—	—	—	—		(7,963,910)		(1,891,429)		(99,549)		—		(9,954,888)
Stock Buyback	—	—	—	—	1,824	(1,824)		(3,141,917)		(744,437)		(39,181)		—		(3,925,535)
Net Income	—	—	—	—	—	—		6,763,160		1,606,251		84,540		—		8,453,950
Net unrealized loss on derivative instruments for interest rate swaps	—	—	—	—	—	—		—		—		—		(58,554)	$	(58,554)
Balance December 31, 2023	144,180	34,243	1,802	180,225	62,794	117,431	$	(52,503,128)	$	(12,433,251)	$	(654,383)	$	236,377	$	(65,354,384)
Distribution to Partners	—	—	—	—	—	—		(8,995,647)		(2,136,466)		(112,446)		—		(11,244,559)
Stock Buyback	—	—	—	—	755	(755)		(1,335,855)		(316,612)		(16,664)		—		(1,669,131)
Net Income	—	—	—	—	—	—		12,529,270		2,975,701		156,616		—		15,661,587
Net unrealized gain on derivative instruments for interest rate swaps	—	—	—	—	—	—						—		172,585	$	172,585
Balance December 31, 2024	144,180	34,243	1,802	180,225	63,549	116,676	$	(50,305,360)	$	(11,910,628)	$	(626,877)		408,962	$	(62,433,902)

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,
	~~2023~~2024		~~2022~~2023		~~2021~~2022
Cash Flows from Operating Activities
Net Income (Loss)	$	8,453,950	$	3,723,273	$	(2,700,163)
Net Income	$	15,661,587	$	8,453,950	$	3,723,274
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		16,~~773~~983,~~045~~336		16,~~373~~773,~~429~~045		16,~~671~~373,~~076~~429
Amortization of deferred finance costs		379,784		~~451~~379,~~937~~784		~~312~~451,~~335~~937
(Income) Loss from investments in joint ventures		(876,233)		(499,783)		567,308
(Income) from investments in joint ventures		(1,282,102)		(876,233)		(499,783)
Allowance for doubtful accounts		—		—		831,576
Interest Accrued on Treasury Bills		206,525		(571,122)		(573,483)
Interest Accrued on Treasury Bills		(571,122)		(573,483)		—
Property Impairment		—		971,109		—
Impairment		971,109		—		—
Change in operating assets and liabilities
Proceeds from unconsolidated joint ventures		~~139~~132,~~000~~500		~~125~~139,000		55125,~~250~~000
(Increase) Decrease in rents receivable		(~~297~~267,~~947~~000)		~~279~~(297,~~489~~947)		~~(354~~279,~~806)~~489
(Decrease) Increase in accounts payable and accrued expense		(1,551,636)		2,946,849		436,641
Increase (Decrease) in accounts payable and accrued expense		511,328		(1,551,636)		2,946,848
(Increase) Decrease in real estate tax escrow		(286,023)		(1,081,983)		(326,756)
(Increase) in real estate tax escrow		(368,370)		(286,023)		(1,081,983)
Decrease (Increase) in prepaid expenses and other assets		83,670		(868,084)		(612,666)
(Increase) Decrease in prepaid expenses and other assets		(226,029)		83,670		(868,084)
Increase in advance rental payments and security deposits		~~964~~202,~~307~~920		~~663~~964,~~083~~307		~~903~~663,~~363~~083
Total Adjustments		1516,~~727~~272,~~954~~892		1715,~~816~~727,~~454~~954		1817,~~483~~816,~~321~~453
Net cash provided by operating activities		2431,~~181~~934,~~904~~479		2124,~~539~~181,~~727~~904		1521,~~783~~539,~~158~~727
Cash Flows From Investing Activities
Distribution in excess of investment in unconsolidated joint ventures		34,~~602~~997,~~000~~500		13,~~240~~602,000		1,~~066~~240,~~109~~000
(Investment) in unconsolidated joint ventures		—		—		(81,109)
Investment in U.S. Treasury Bills		(181,116,086)		(176,450,397)		(177,852,043)
Investment in U.S. Treasury Bills		(176,450,397)		(177,852,043)		—
Proceeds from U.S. Treasury Bills		182,023,907		181,226,384		89,519,910
Proceeds from U.S. TreasuryBills		181,226,384		89,519,910		—
Improvement of rental properties		(10,023,881)		(9,288,744)		(5,981,125)
Improvement of rental properties		(9,288,744)		(5,981,125)		(3,317,446)
Developing of rental property and other related costs		(12,457,016)		—		—
Purchase of rental property		~~(38,032,293)~~—		—(38,032,293)		—
Net cash (used in) investing activities		(3816,~~943~~575,~~050~~576)		(9338,~~073~~943,~~258~~050)		(293,~~332~~073,~~446~~258)
Cash Flows from Financing Activities
Payment of financing costs		(3225,~~000~~570)		—(3,000)		~~(179,245)~~—
Proceeds of mortgage notes payable		—		~~41,889,433~~—		8841,~~582~~889,~~856~~433
Proceeds (payments) of line of credit net		—		—		(17,000,000)
Principal payments of mortgage notes payable		(2,834,166)		(2,685,691)		(2,283,733)
Principal payments of mortgage notes payable		(2,685,691)		(2,283,733)		(2,294,389)
Stock buyback		(1,669,131)		(3,925,535)		(5,326,973)
Stock buyback		(3,925,535)		(5,326,973)		(450,258)
Distributions to partners		(11,244,559)		(9,954,888)		(9,267,981)
Distributions to partners		(9,954,888)		(9,267,981)		(4,673,140)
Net cash (used in) provided by financing activities		(15,973,426)		(16,569,114)		25,010,746
Net cash (used in) provided by financing activities		(16,569,114)		25,010,746		63,985,824
Net (Decrease) in Cash and Cash Equivalents		(614,523)		(31,330,260)		(46,522,785)
Net (Decrease) Increase in Cash and Cash Equivalents		(31,330,260)		(46,522,785)		77,436,536
Cash and Cash Equivalents, at beginning of period		18,230,463		49,560,723		96,083,508
Cash and Cash Equivalents, at beginning of period		49,560,723		96,083,508		18,646,972
Cash and Cash Equivalents, at end of period	$	17,615,940	$	18,230,463	$	49,560,723
Cash and Cash Equivalents, at end of period	$	18,230,463	$	49,560,723	$	96,083,508

See notes to consolidated financial statements

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

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 31 properties which include 22 residential buildings and properties; 5 mixed use residential, retail and office properties; 4 commercial properties, and individual units at one condominium complex. These properties total 2,943 apartment units, 19 condominium units and approximately ~~130~~131,000 square feet of commercial space. Additionally, the Partnership also owns a 40-50% interest in 7 residential and mixed use properties consisting of 688 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 financial statements have been prepared in conformity with GAAP. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. These estimates and assumptions are based on management’s historical experience that are believed to be reasonable at the time. However, because future events and their effects cannot be determined with certainty, the determination of estimates requires the exercise of judgement. The Partnership’s critical accounting policies are those which require assumptions to be made about matters that are highly uncertain. Different estimates could have a material effect on the Partnership’s financial results. Judgements and uncertainties affecting the application of these policies and estimates may result in materially different amounts being reported under different conditions and circumstances.

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 seven limited liability companies (the “Investment Properties” or “Joint Ventures”) in which the Partnership has a 40 - 50% ownership interest. The consolidated group is referred to as the “Partnership”. 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 15: 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. Generally, the Partnership would discontinue applying the equity method when the investment (and any advances) is reduced to zero and would not provide for additional losses unless the Partnership has guaranteed obligations of the venture or is otherwise committed to providing further financial support for the investee. If the investment subsequently generates income, the Partnership only recognizes its share of such income to the extent it exceeds its share of previously unrecognized losses. In 2013 and beyond, the carrying values of certain investments fell below zero. We intend to fund our share of the investments’ future operating deficits should the need arise. However, we have no legal obligation to pay for any of the liabilities of such investments nor do we have any legal obligation to fund operating deficits. (See Note 15: Investment in Unconsolidated Joint Ventures.)

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

variable interest entity’s performance; and (2) the obligation to absorb losses and rights to receive the returns from VIE that would be significant to the VIE.

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 analysis may not be achieved.

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. Rental concessions 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.

Under this standard, the Partnership evaluates the non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues). If both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component. The Partnership elected an allowed practical expedient. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our consolidated statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred.

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

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

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 allocates 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. Costs directly related to the acquisition, development and construction of rental properties are capitalized. Capitalized development and construction costs include pre-construction costs, development and construction costs, regulatory fees, interest, property taxes, insurance, construction oversight fees, and other project costs incurred during the period of development. The Partnership considers a construction project as substantially completed and held available for occupancy upon the substantial completion of improvements, but no later than one year from cessation of major construction activity.

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.

Leasing Fees: 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.

Deferred Financing Costs: Costs incurred in obtaining financing are capitalized and amortized over the term of the related indebtedness. Deferred financing costs are presented in the balance sheet as a direct deduction from the carrying value of the debt liability to which they relate, except deferred financing costs related to the revolving credit facility, which are presented in prepaid expenses and other assets. In all cases, amortization of such costs is included in interest expense and was approximately $380,000, $~~452~~380,000 and $~~312~~452,000 for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 respectively.

Derivative Instruments: The Partnership measures derivative instruments, including certain derivative instruments embedded in other contracts, at fair value and records them as an asset or liability, depending upon the Partnership’s rights or obligations under the applicable derivative contract. For derivatives designated and qualifying as fair value hedges, the changes in the fair value of both the derivative instrument and the hedged item are recorded in earnings. For derivatives designated as cash flow hedges, the effective portions of the derivative are reported in other comprehensive income (“OCI”) and are subsequently reclassified into earnings when the hedged item affects earnings. Changes in fair value of derivative instruments not designated as hedging and ineffective portions of hedges are ~~recognized in earnings in the affected period.~~

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 14).

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

recognized in earnings in the affected period.

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 14).

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

Investments in Treasury Bills: Investments in Treasury Bills are recorded at amortized cost and classified as held to maturity as the Partnership has the intent and the ability to hold them until they mature. The carrying value of the Treasury Bills are adjusted for accretion of discounts over the remaining life of the investment. Income related to the Treasury Bills is recognized in interest income in the Partnership’s consolidated statement of income.

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.

Other Comprehensive Income (Loss): Other comprehensive income (loss) includes items that are recorded in equity, such as effective portions of derivatives designated as cash flow hedges or unrealized holding gains or losses on marketable securities available for sale. NERA had a comprehensive ~~loss~~income of approximately $59173,000 in ~~2023~~2024,~~and~~ a comprehensive ~~income~~loss of approximately $~~295~~59,000 in ~~2022~~2023, ~~but~~and ~~had no~~ comprehensive income orof ~~loss~~approximately $295,000 for ~~2021~~2022.

Income (Loss) 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 (loss) 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 ~~2023~~2024, ~~2022~~2023, or ~~2021~~2022. The Partnership makes its temporary cash investments with high-credit quality financial institutions. At December 31, ~~2023~~2024, 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 4.0767%. At December 31, ~~2023~~2024 and ~~2022~~2023, respectively approximately $1816,~~711~~551,000 and $4918,~~641~~711,000 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 $~~359~~369,~~309~~084, $~~239~~359,~~250~~309 and $~~331~~239,~~176~~250 in ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022, respectively.

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. The Partnership generally considers assets to be held for sale when the transaction has received appropriate corporate authority, and there are no significant contingencies relating to the sale. If, in management’s opinion, the estimated net sales price, net of selling costs, of the assets which have been identified as held for sale is less than the carrying value of the assets, a valuation allowance is established.

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 value 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, ~~2023~~2024

~~Interest~~If ~~Capitalized: The~~circumstances ~~Partnership~~arise ~~follows~~that ~~the~~previously ~~policy~~were ofconsidered ~~capitalizing~~unlikely ~~interest~~and, as a ~~component~~result, of the ~~cost~~Partnership ofdecides ~~rental~~not to sell a property ~~when~~previously classified as held for sale, the ~~time~~property ofis ~~construction~~reclassified ~~exceeds~~as ~~one~~held ~~year~~and used. ~~During~~A property that is reclassified is measured and recorded individually at the ~~years~~lower ~~ended~~of ~~December~~(a) ~~31,~~its ~~2023~~carrying value before the property was classified as held for sale, ~~2022~~adjusted for any depreciation (amortization) expense that would have been recognized had the property been continuously classified as held and ~~2021~~used, ~~there~~or ~~was~~(b) the nofair ~~capitalized~~value ~~interest~~at the date of the subsequent decision not to sell.

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. For the year ended December 31,2024, there was approximately $183,000 of capitalized interest. For the years ended December 31, 2023 and 2022 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.

NOTE 2. RENTAL PROPERTIES

As of December 31, ~~2023~~2024, the Partnership and its Subsidiary Partnerships owned 2,943 residential apartment units in 27 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, ~~2023~~2024, the Partnership and Subsidiary Partnerships owned two commercial shopping center in Framingham, commercial buildings in Newton and Brookline and commercial space in 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 seven residential and mixed use complexes (the “Investment Properties”) at December 31, ~~2023~~2024 with a total of 688 units, accounted for using the equity method of consolidation. See Note 15 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, ~~2023~~2024

Rental properties consist of the following:


	December 31, ~~2023~~2024		December 31, ~~2022~~2023		Useful Life
Land, improvements and parking lots	$	99101,~~162~~397,~~143~~349	$	8799,~~405~~162,~~897~~143	15	-	40	years
Buildings and improvements		~~277~~279,~~986~~272,~~334~~215		~~256~~276,~~035~~167,~~191~~618	15	-	40	years
Kitchen cabinets		16,137,828		14,347,212	5	-	10	years
Construction in Progress		16,758,245		1,818,716
Carpets		13,127,838		12,047,573	5	-	10	years
Kitchen cabinets		14,187,702		16,137,828	5	-	10	years
Air conditioning		500,000		501,697	5	-	10	years
Carpets		14,545,300		13,127,838	5	-	10	years
Laundry equipment		568,716		553,140	5	-	7	years
Air conditioning		500,000		500,000	5	-	10	years
Laundry equipment		475,931		568,716	5	-	7	years
Elevators		1,885,265		1,885,265	20	-	40	years
Swimming pools		1,090,604		1,090,604	10	-	30	years
Equipment		21,~~348~~911,~~556~~223		1821,~~716~~348,~~758~~556	5	-	30	years
Motor vehicles		~~232~~236,~~954~~697		~~171~~232,~~519~~954			5	years
Fences		91101,~~620~~506		4691,~~872~~620	5	-	15	years
Furniture and fixtures		89,~~365~~047,~~039~~454		78,~~902~~365,~~182~~039	5	-	7	years
Total fixed assets		~~440~~461,~~496~~409,~~897~~491		~~400~~440,~~703~~496,~~910~~897
Less: Accumulated depreciation		(~~170~~182,~~691~~892,~~951~~842)		(~~159~~170,~~627~~691,~~479~~951)
	$	~~269~~278,~~804~~516,~~946~~649	$	~~241~~269,~~076~~804,~~431~~946

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024


							Cost
NEED 12/31/24 F/A SCHEDULE ADDNS / DELETIONS							Cost
			Initial Cost to				Capitalized		Gross Amount at Which								Years
Property Name	Encumbrances		Partnerships(1)				Subsequent to		Carried at Close of Period								Built/	Depreciable
Type	(First				Buildings		Acquisition(2)				Buildings				Accumulated		Redecorated	Lives
Location	Mortgages)		Land		Improvements		Improvements		Land		Improvements		Totals		Depreciation		Date Acquired	Years
Boylston Downtown L.P. Residential Apartments Boston, Massachusetts	$	3433,~~092~~145,~~579~~648	$	2,112,000	$	8,593,109	$	10,~~184~~131,~~183~~924	$	2,268,528	$	18,~~777~~725,~~292~~033	$	2120,~~045~~993,~~820~~561	$	1516,~~996~~208,~~297~~085	July 1995	(3)
Brookside Associates LLC Residential Apartments Woburn, Massachusetts	$	6,175,000	$	684,000	$	3,116,000	$	~~542~~992,~~225~~711	$	684,000	$	34,~~658~~108,~~225~~711	$	4,~~342~~792,~~225~~711	$	23,~~951~~123,~~648~~514	Oct. 2000	(3)
Clovelly Apartments L.P. Residential Apartments Nashua, New Hampshire	$	11,214,000	$	177,610	$	1,478,359	$	1,~~641~~706,~~894~~318	$	177,610	$	3,~~120~~184,~~253~~677	$	3,~~297~~362,~~863~~287	$	2,~~490~~570,~~061~~878	Sept. 1977	(3)
Commonwealth 1137 L.P. Residential Apartments Boston, Massachusetts	$	5,440,000	$	342,000	$	1,367,669	$	1966,~~051,069~~750	$	342,000	$	2,~~418~~334,~~738~~419	$	2,~~760~~676,~~738~~419	$	2,~~104~~040,~~872~~060	July 1995	(3)
Commonwealth 1144 L.P. Residential Apartments Boston, Massachusetts	$	32,325,000	$	1,410,000	$	5,664,816	$	67,~~629~~376,~~860~~561	$	1,410,000	$	1213,~~294~~041,~~676~~377	$	1314,~~704~~451,~~676~~377	$	8,~~163~~213,~~969~~836	July 1995	(3)
Executive Apartments L.P. Residential Apartments Framingham, Massachusetts	$	8,190,000	$	91,400	$	740,360	$	13,~~578~~160,~~382~~364	$	91,400	$	23,~~318~~900,~~742~~724	$	23,~~410~~992,~~142~~124	$	1,~~650~~780,~~112~~436	Sept. 1977	(3)
Hamilton Battle Green LLC Residential Apartments Lexington, Massachusetts	$	3,~~766~~629,~~660~~770	$	1,341,737	$	8,457,497	$	~~144~~214,~~819~~659	$	1,341,737	$	8,~~602~~672,~~316~~156	$	910,~~944~~013,~~053~~893	$	4,~~361~~722,~~558~~614	Jun. 2011	(3)
Hamilton Cypress LLC Commercial 1031 Exchange Brookline, Massachusetts	$	—	$	2,362,596	$	4,613,985	$	38,233	$	2,362,596	$	4,652,218	$	7,014,814	$	1,990,947	Oct. 2008	(3)
Hamilton Cypress LLC Commercial- 1031 Exchange Brookline,Massachusetts	$	—	$	2,362,795	$	4,613,786	$	396,087	$	2,362,795	$	5,009,873	$	7,372,668	$	2,114,943	Oct. 2008	(3)
Hamilton Green Apartments, LLC Residential Apartments Andover, Massachusetts	$	3231,~~190~~336,~~519~~828	$	1615,~~054~~413,~~336~~457	$	4445,~~794~~435,~~438~~317	$	(87,~~068~~956,~~975~~599)	$	1615,~~054~~413,~~336~~457	$	3637,~~725~~478,~~463~~718	$	52,~~779~~892,~~799~~174	$	1618,~~828~~445,~~423~~291	Jul. 2013	(3)
Hamilton Highlands, LLC Residential Apartments Needham,Massachsetts	$	1918,~~437~~970,~~587~~055	$	67,~~815~~973,~~522~~547	$	2726,~~262~~104,~~087~~062	$	(2,~~215~~314,~~754~~505)		67,~~815~~973,~~522~~547	$	2523,~~046~~789,~~333~~557	$	31,~~861~~763,~~855~~105		67,~~292~~184,~~999~~396	Mar. 2018	(3)
Hamilton Linewt LLC Commercial 1031 Exchange Newton,Massachusetts	$	—	$	~~884~~984,~~042~~522	$	2,~~652~~551,~~127~~647	$	~~134~~225,~~615~~807	$	~~884~~984,~~042~~522	$	2,~~786~~777,~~742~~454	$	3,~~670~~761,~~784~~976	$	1,~~132~~205,~~827~~077	Nov. 2007	(3)
Hamilton Oaks Associates LLC Residential Apartments Brockton, Massachusetts	$	26,666,000	$	2,~~175~~245,~~000~~236	$	12,~~325~~254,~~000~~764	$	67,~~595~~290,~~768~~908	$	2,~~175~~245,~~000~~236	$	1819,~~920~~545,~~768~~672	$	21,~~095~~790,~~768~~908	$	1314,~~931~~856,~~561~~258	Dec. 1999	(3)
Highland Street Apartments, L.P. Residential Apartments Lowell, Massachusetts	$	3,960,000	$	156,000	$	634,085	$	~~423~~470,~~539~~131	$	156,000	$	1,~~057~~104,~~624~~216	$	1,~~213~~260,~~624~~216	$	~~860~~901,~~541~~683	Dec. 1996	(3)
Linhart L.P. Residential / Commercial Newton,Massachusetts	$	—	$	385,000	$	1,540,000	$	2,057,202	$	385,000	$	3,597,202	$	3,982,202	$	2,897,449	Jan. 1995	(3)
Linhart L.P. Residential / Commercial, Newton, Massachusetts	$	—	$	385,000	$	1,540,000	$	1,916,402	$	385,000	$	3,456,402	$	3,841,402	$	2,814,097	Jan. 1995	(3)
Mill Street Gardens, LLC Residential Apartments Woburn, Massachusetts	$	31,000,000	$	912,~~798~~689,~~478~~705	$	4340,~~568~~677,~~912~~685	$	23,~~981~~132,~~885~~843		912,~~798~~689,~~478~~705	$	4643,~~550~~810,~~797~~528	$	56,~~349~~500,~~275~~232		1114,~~673~~596,~~659~~138	Dec. 2019	(3)
Mill Street Development,Woburn, Massachusetts	$	—	$	1,~~375~~376,~~000~~031	$	1,~~125~~123,~~000~~969	$	~~(599~~14,~~087)~~631,473		1,~~375~~376,~~000~~031	$	~~525~~15,~~913~~755,442	$	117,~~900~~131,~~913~~474		—	Dec. 2019	(3)
NERA Dean St. Associates LLC Residential Apartments Norwood, Massachusetts	$	10,322,000	$	1,~~512~~516,~~000~~015	$	5,~~701~~697,~~480~~465	$	1,~~595~~929,~~198~~626	$	1,~~512~~516,~~000~~015	$	7,~~296~~627,~~678~~091	$	89,~~808~~143,~~678~~105	$	5,~~390~~738,~~982~~167	Jun. 2002	(3)
North Beacon 140 L.P. Residential Apartments Boston, Massachusetts	$	12,683,000	$	~~936~~1,~~000~~200,620	$	3,~~762~~497,~~013~~393	$	2,379,~~219~~430	$	~~936~~1,~~000~~200,620	$	65,~~141~~876,~~232~~823	$	7,077,~~232~~444	$	5,~~653~~732,~~863~~234	July 1995	(3)
Olde English Apartments L.P. Residential Apartments Lowell, Massachusetts	$	9,608,000	$	4677,~~181~~454	$	~~878~~847,~~323~~050	$	1,~~289~~320,~~156~~693	$	4677,~~181~~454	$	2,167,~~479~~743	$	2,~~213~~245,~~660~~198	$	1,~~548~~616,~~529~~847	Sept. 1977	(3)
Redwood Hills L.P. Residential Apartments Worcester,Massachusetts	$	17,105,000	$	1,~~200~~278,~~000~~412	$	4,~~810~~732,~~604~~192	$	56,~~821~~620,~~846~~483	$	1,~~200~~278,~~000~~412	$	1011,~~632~~352,~~450~~675	$	1112,~~832~~631,~~450~~087	$	8,~~159~~539,~~479~~907	July 1995	(3)
Residences at Captain Parkers LLC Residential Apartments Lexington, Massachusetts	$	20,750,000	$	67,~~247~~755,~~153~~055	$	2423,~~954~~446,~~777~~875	$	~~(74~~401,~~870)~~218	$	67,~~247~~755,~~153~~055	$	2423,~~879~~848,~~907~~093	$	31,~~127~~603,~~060~~148	$	8,~~148~~855,~~830~~972	Sept. 2015	(3)
River Drive L.P Residential Apartments Danvers, Massachusetts	$	9,543,000	$	72109,~~525~~697	$	~~587~~550,~~777~~605	$	12,~~693~~563,~~812~~250	$	72109,~~525~~697	$	23,~~281~~113,~~589~~855	$	23,~~354~~223,~~114~~552	$	1,~~195~~299,~~277~~071	Sept. 1977	(3)
Riverside Apartments Condominium Units Watertown Massachustts	$	—	$	23,346	$	190,807	$	~~151~~164,~~971~~214	$	23,346	$	~~342~~355,~~778~~021	$	~~366~~378,~~124~~368	$	~~299~~315,~~913~~084	Sept. 1977	(3)
School St Assoc LLC Residential Apartments Framingham, Massachusetts	$	26,993,000	$	4,686,728	$	18,746,911	$	~~457~~686,~~122~~148	$	4,686,728	$	19,~~204~~433,~~033~~059	$	2324,~~890~~119,~~761~~787	$	1314,~~393~~213,~~356~~187	Apr. 2003	(3)
WRF Associates LLC Strip Mall Framingham, Massachusetts	$	5,~~954~~935,~~546~~643	$	3,280,000	$	4,920,000	$	~~490~~521,~~262~~762	$	3,280,000	$	5,~~410~~441,~~262~~762	$	8,~~690~~721,~~262~~762	$	4,~~101~~322,~~814~~108	May 1999	(3)
WCB Associates LLC Residential Apartments Brockton, Massachusetts	$	19,266,000	$	1,~~335~~719,~~000~~517	$	7,~~565~~180,~~501~~984	$	3,~~250~~588,~~982~~269	$	1,~~335~~719,~~000~~517	$	10,~~816~~769,~~483~~253	$	12,~~151~~488,~~483~~769	$	8,~~461~~900,~~934~~504	Dec. 1999	(3)
Westgate Apartments Burlington LLC Residential Apartments Burlington, Massachusetts	$	4,494,000	$	44191,~~965~~275	$	4,~~478~~332,~~687~~377	$	~~322~~335,~~345~~604	$	44191,~~965~~275	$	4,~~801~~667,~~032~~981	$	4,~~845~~859,~~997~~256	$	3,~~402~~582,~~530~~655	Sept. 2004	(3)
Westgate Apartments LLC Residential Apartments Woburn, Massachusetts	$	38,475,000	$	~~461~~521,~~300~~495	$	2,~~424~~364,~~636~~441	$	67,~~702~~264,~~223~~671	$	~~461~~521,~~300~~495	$	9,~~126~~629,~~859~~112	$	910,~~588~~150,~~159~~607	$	6,~~280~~686,~~115~~894	Sept. 1977	(3)
Woodland Park Apartments LLC Residential Apartments Newton Massachusetts	$	21,~~788~~378,~~650~~432	$	911,~~114~~754,~~334~~450	$	3533,~~874~~234,~~994~~878	$	(13,~~161~~242,~~715~~049)	$	911,~~114~~754,~~334~~450	$	3429,~~713~~992,~~279~~829	$	4341,~~827~~747,~~613~~280	$	109,~~321~~638,~~309~~270	July 2017	(3)
653 Worcester Rd Commercial Framingham, Massachusetts	$	—		3,415,051		4,496,849		1,187,232		3,415,051		5,684,081		9,099,132		429,322	Jan.2023	(3)
653 Worcester Rd, Framingham,Massachusetts	$	—		3,415,051		4,496,849		1,218,488		3,415,051		5,715,337		9,130,389		883,250	Jan.2023	(3)
Shawmut Place LLC, Residential Apartments Boston, Massachusetts	$	—		7,297,401		12,249,725		7,702,495		7,297,401		19,952,220		27,249,621		577,775	July.2023	(3)
Shawmut Place LLC Boston, Massachuseyys	$	—		7,297,401		12,249,725		7,746,086		7,297,401		19,995,811		27,293,212		1,791,386	July.2023	(3)
	$	~~411~~408,~~439~~605,~~541~~376	$	8594,~~836~~571,~~705~~556	$	~~299~~290,~~576~~841,~~528~~677	$	5475,~~927~~839,~~136~~727	$	8594,~~993~~728,~~233~~084	$	~~354~~366,~~503~~681,~~664~~404	$	~~440~~461,~~496~~409,~~897~~491	$	~~170~~182,~~691~~892,~~951~~842

(1)	The initial cost to the Partnerships represents both the balance of mortgages assumed in September 1977, including subsequent adjustments to such amounts, and subsequent acquisitions at cost.

(2)	Net of retirements.

(3) In ~~2023~~2024, rental properties were depreciated over the following estimated useful lives.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

A reconciliation of rental properties and accumulated depreciation is as follows:


	December 31,
	~~2023~~2024		~~2022~~2023		~~2021~~2022
Rental Properties
Balance, Beginning	$	~~400~~440,~~703~~496,~~910~~897	$	400,~~588~~703,~~242~~910	$	~~398~~400,~~629~~588,~~793~~242
Additions:
Buildings, improvements and other assets		4510,~~499~~314,~~213~~913		543,~~981~~680,~~125~~497		35,~~317~~981,~~445~~125
		446,203,123		406,569,367		401,947,238
Construction in Progress		14,939,529		1,818,716		—
		465,751,339		446,203,123		406,569,367
Deduct:
Write-offs of retired or disposed assets		4,~~580~~341,~~382~~848		54,~~865~~580,~~457~~382		15,~~358~~865,~~996~~457
Impairments		~~1,125,844~~—		—1,125,844		—
Balance, Ending	$	~~440~~461,~~496~~409,~~897~~491	$	~~400~~440,~~703~~496,~~910~~897	$	400,~~588~~703,~~242~~910
Accumulated Depreciation
Balance, Beginning	$	~~159~~170,~~627~~691,~~479~~951	$	~~149~~159,~~233~~627,~~040~~479	$	~~134~~149,~~019~~233,~~906~~040
Add:
Depreciation for the year		1516,~~799~~542,~~589~~739		1615,~~259~~799,~~896~~589		16,~~572~~259,~~131~~896
		~~175~~187,~~427~~234,~~068~~690		~~165~~175,~~492~~427,~~936~~068		~~150~~165,~~592~~492,~~037~~936
Deduct
Accumulated depreciation of retired or disposed assets		4,~~580~~341,~~382~~848		54,~~865~~580,~~457~~382		15,~~358~~865,~~997~~457
Impairments		~~154,735~~—		—154,735		—
Balance, Ending	$	~~170~~182,~~691~~892,~~951~~842	$	~~159~~170,~~627~~691,~~479~~951	$	~~149~~159,~~233~~627,~~040~~479

On June 16, 2022, the Partnership entered into an amendment to the Facility Agreement. The additional advance under the Amended Agreement is in the amount of $80,284,000, at a fixed interest rate of 4.33%, payable on a monthly basis through July 31, 2032. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings.

The Partnership used the proceeds to pay down approximately $37,065,000 of existing debt secured by four properties, along with approximately $834,000 in prepayment penalties. The remaining balance of approximately $42,404,000 will be used for general partnership purposes.

On November 30, 2021, New England Realty Associates Limited Partnership (the “Partnership”), entered into a Master Credit Facility Agreement ( the “Facility Agreement”) with KeyBank National Association (“KeyBank”) dated as of November 30, 2021, with an initial advance in the amount of $156,000,000. Interest only on the debt at a fixed interest rate of 2.97% is payable on a monthly basis through December 31, 2031. The Partnership’s obligations under the Facility Agreement are secured by mortgages on certain properties pursuant to certain Mortgage, Assignment of Leases and Rents, and Security Agreement and Fixture Filings (“Mortgages”).

The Partnership used the proceeds to pay down approximately $65,305,000 of existing debt secured by 11 properties, along with approximately $2,700,000 in prepayment penalties, which was included in Other Loss in the ~~Consolidated Statements of Income. The remaining balance of approximately $89,000,000 will be used for general~~

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

~~partnership~~Consolidated ~~purposes.~~Statements ~~See~~of ~~schedule~~Income. inThe ~~Note~~remaining 5,balance ~~Mortgage~~of ~~Notes~~approximately ~~Payable~~$89,000,000 ~~for~~will ~~the~~be ~~details~~used offor ~~the~~general ~~transaction~~partnership ~~as it relates to the specific properties~~purposes.

On October 14, 2022, the Partnership entered into a loan agreement with Brookline Bank refinancing its loan on 659-665 Worcester Road, Framingham, MA. The agreement pays down the loan on the existing debt, ofcurrently at $5,~~954~~935,~~546.14~~643 as of December 31,2024, extends the maturity until October 14, 2032, at a variable interest rate of SOFR rate, plus 1.7% interest only for 2 years and amortizing using a thirty-year schedule for the balance of the term. At closing, the Partnership entered into an interest rate swap contract with Brookline Bank with a notional amount equivalent to the underlying loan principal amortization, resulting in a fixed rate of 4.60% through the expiration of the interest rate swap contract. The agreement also allows for an earn out of up to an additional $1,495,~~453.86~~454 once the property performance reaches a 1.35x debt service coverage ratio and the loan to value equates to at most 65%.

The Partnership purchased a commercial retail property of approximately 20,700 square feet, located at 653 Worcester Road in Framingham, Massachusetts for the sum of approximately $10,151,000 on January 18, 2023. This acquisition was funded from the Partnership’s cash reserves and closing costs were approximately $59,000. From the purchase price, the Partnership allocated approximately $585,000 for in- place leases, and approximately $378,000 to the value of tenant relationships. These amounts are being amortized over 12 and 156 months respectively.

In December, 2023, the Partnership received approval from MassHousing to construct a 72 unit apartment building in accordance with Chapter 40B to include 17 affordable units on the Mill Street Development site. InThe ~~order to initiate construction, the~~ Partnership ~~expects~~demolished ~~to demolish~~ the ~~current~~existing building structures ~~and~~in order to start construction in 2024. No ~~tenants~~With ~~are~~the ~~now~~vacating ~~occupying~~of ~~the~~tenants, ~~property~~ and ~~with~~ the resulting loss of future cash, Management ~~has~~ recorded an impairment charge in 2023 of approximately $971,000, the net book value of the building for the Mill Street Development property. In order to comply with the permanent financing requirements for a 40B project, Mill Street Development signed a term sheet for a loan of up to $15 million, to be funded upon completion of the development project. In addition, Mill Street Development deposited $75,000 into escrow to comply with the 40B project requirement of a cost certification of total development costs upon completion of the project.

~~NOTE~~On 3December 29, 2023, the Partnership signed a contract with a general contractor, NEI General Contracting, Inc., ~~RELATED~~for ~~PARTY~~the ~~TRANSACTIONS~~construction of the Mill Street Development project for approximately $29,700,000. It is anticipated that approximately $14,769,000 will be incurred in 2025. As of December 31, 2024, the property, located at 57 Mill Street in Woburn, MA, and which will include 72 residential units comprising approximately 93,000 square feet, is estimated to be completed during the fourth quarter of 2025. Total investment to date is approximately $15,231,000 million, and the total investment upon completion is anticipated to be approximately $30 million. Project costs will initially be funded from Partnership reserves, but upon completion, the Partnership anticipates closing on a permanent loan, as required by MassHousing under the Chapter 40B program. In connection with these requirements, the Partnership received a term sheet from Brookline Bank for a $15,000,000 loan to be funded upon completion of the project.

The Partnership’s properties are managed by an entity that is owned by the majority shareholder of the General Partner. The management fee is equal to 4% of gross receipts of rental revenue and laundry income on the majority of the Partnership’s properties and 3% on Linewt. Total fees paid were approximately $2,948,000, $2,717,000 and $2,524,000 in 2023, 2022 and 2021, respectively.

The Partnership Agreement permits the General Partner or the Hamilton Company to charge the costs of professional services (such as counsel, accountants and contractors) to NERA. In 2023, 2022 and 2021, approximately $1,289,000, $747,000 and $1,086,000, was charged to NERA for legal, accounting, construction, maintenance, rental and architectural services supervision of capital improvements and brokerage commissions. Of the 2023 expenses referred to above, approximately $261,000 consisted of repairs and maintenance, $356,000 of administrative expense and approximately $66,000 for renting expenses. Approximately $606,000 of expenses for construction, architectural

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

~~services~~NOTE ~~and supervision of capital projects were capitalized in rental properties~~3. ~~Additionally~~RELATED inPARTY ~~2023,~~TRANSACTIONS the Hamilton Company received approximately $797,000 from the Investment Properties of which approximately $699,000 was the management fee, approximately $9,000 was for construction, architectural services and supervision of capital projects, approximately $57,000 was for maintenance services, approximately $31,000 was for administrative services, and approximately $1,000 for renting expenses The management fee is equal to 4% of gross receipts rental income on the majority of investment properties and 2% on Dexter Park.

The Partnership’s ~~reimburses~~properties ~~the~~are ~~Hamilton~~managed ~~Company~~by ~~for~~an ~~the~~entity ~~payroll~~that ~~and~~is ~~related~~owned ~~expenses~~by of the ~~employees~~majority ~~who~~shareholder ~~work~~of at the ~~properties~~General Partner. ~~Total~~The ~~reimbursement~~management ~~was~~fee ~~approximately~~is ~~$4,180,000,~~equal ~~$3,875,000~~to ~~and~~4% ~~$3,640,000~~of ~~for~~gross ~~the~~receipts ~~years~~of ~~ended~~rental ~~December 31,~~revenue ~~2023, 2022~~ and ~~2021,~~laundry ~~respectively.~~income ~~The~~on ~~Hamilton Company maintains a 401K plan for all eligible employees whereby~~ the ~~employees~~majority ~~may~~of ~~contribute~~ the ~~maximum~~Partnership’s ~~allowed~~properties byand ~~law.~~3% ~~The~~on ~~plan also provides for discretionary contributions by the employer~~Linewt. InTotal ~~2023,~~fees ~~2022,~~paid ~~and~~were ~~2021, the Partnership recognized~~ approximately $643,178,000, $852,948,000 and $452,717,000 ~~respectively~~in ~~for~~2024, ~~the~~2023 ~~employer’s~~and ~~match~~2022, ~~contribution to the plan~~respectively. ~~See Note 16.~~

~~Bookkeeping~~The ~~and~~Partnership ~~accounting~~Agreement ~~functions~~permits ~~are~~the ~~provided~~General byPartner or the Hamilton Company’s to charge the costs of professional services (such as counsel, accountants and contractors) to NERA. In 2024, 2023 and 2022, approximately $1,032,000, $1,289,000 and $747,000, was charged to NERA for legal, accounting, ~~staff~~construction, ~~which~~maintenance, ~~consists~~rental and architectural services supervision of ~~approximately~~capital 14improvements ~~people~~and brokerage commissions. ~~During~~Of the ~~years~~2024 ~~ended~~expenses ~~December 31~~referred to above, ~~2023~~approximately $175,000 ~~2022~~consisted of repairs and ~~2021~~maintenance, $296,000 of administrative expense and approximately $57,000 for renting expenses. Approximately $504,000 of expenses for construction, architectural services and supervision of capital projects were capitalized in rental properties. Additionally in 2024, the Hamilton Company ~~charged~~received approximately $935,000 from the ~~Partnership~~Investment Properties of which approximately $~~125~~751,000 ~~per~~was ~~year~~the management fee, approximately $101,000 was for ~~bookkeeping~~construction, architectural services and ~~accounting~~supervision of capital projects, approximately $64,000 was for maintenance services, ~~included~~and approximately in$19,000 was for administrative ~~expenses~~services. ~~above~~The management fee is equal to 4% of gross receipts rental income on the majority of investment properties and 2% on Dexter Park.

The Partnership ~~has~~reimburses ~~invested~~the inHamilton ~~seven~~Company ~~limited~~for ~~partnerships,~~the ~~which~~payroll ~~have~~and ~~invested~~related inexpenses ~~mixed~~of ~~use~~the ~~residential~~employees ~~apartment~~who ~~complexes.~~work ~~The~~at ~~Partnership~~the ~~has~~properties. aTotal ~~40%~~reimbursement towas ~~50%~~approximately ~~ownership~~$4,313,000, ~~interest~~$4,180,000 inand ~~each~~$3,875,000 ~~investment~~for ~~property.~~the ~~The~~years ~~other~~ended ~~investors~~December 31, as2024, of2023 ~~December~~and 312022, ~~2023,~~respectively. ~~are~~The ~~various~~Hamilton ~~related~~Company ~~entities~~maintains ofa ~~the~~401K ~~Brown~~plan ~~family,~~for ~~and~~all ~~five~~eligible ~~current~~employees ~~and~~whereby ~~previous~~the employees ofmay contribute the ~~Hamilton~~maximum ~~Company~~allowed by law. The ~~Brown~~plan ~~Family~~also ~~related~~provides ~~entities’~~for discretionary ~~ownership~~contributions ~~interest~~by isthe ~~between 47~~employer.6% In 2024, 2023, and ~~59%.~~2022, ~~See~~the ~~Note 14~~Partnership ~~for~~recognized aapproximately ~~description~~$64,000, of$64,000 and $85,000 respectively for the ~~properties~~employer’s ~~and~~match ~~their~~contribution ~~operations~~to the plan. See Note 16.

~~The~~Bookkeeping ~~Advisory~~and ~~Committee~~accounting ~~held~~functions ~~4 meetings~~are ~~during~~provided ~~2023,~~by ~~and~~the aHamilton ~~total~~Company’s ofaccounting ~~$16~~staff,~~000~~ ~~was~~which ~~paid~~consists ~~for~~of ~~attendance~~approximately ~~and~~14 ~~participation in such meetings~~people. ~~Additionally,~~During the ~~Audit~~years ~~Committee~~ended ~~held~~December 31, 42024, ~~meetings in~~ 2023 and a2022 ~~total~~the ofHamilton Company charged the Partnership $80125,000 ~~was~~per ~~paid~~year for ~~attendance~~bookkeeping and ~~participation~~accounting services included in ~~such~~administrative ~~meetings.~~expenses above.

~~Sally~~The ~~Michael~~Partnership ishas ainvested ~~Director~~in ofseven ~~NewReal~~limited partnerships,~~Inc~~ which have invested in mixed use residential apartment complexes., ~~and~~The ~~she~~Partnership ishas a ~~partner~~40% atto ~~Saul~~50% ~~Ewing~~ownership ~~LLP.~~interest ~~Saul~~in ~~Ewing~~each ~~billed~~investment ~~the~~property. ~~Partnership~~The ~~for~~other ~~legal~~investors, ~~fees~~as ~~totaling~~of ~~$91~~December 31,~~000~~ 2024, ~~$84~~are various related entities of the Brown family,~~000,~~ and ~~$168,000~~five current and previous employees of the Hamilton Company. The Brown Family related entities’ ownership interest is between 47.6% and 59%. See Note 15 for ~~2023,~~a ~~2022,~~description of the properties and ~~2021,~~their ~~respectively~~operations.

The Advisory Committee held 4 meetings during 2024, and a total of $16,000 was paid for attendance and participation in such meetings. Additionally, the Audit Committee held 4 meetings in 2024 and a total of $80,000 was paid for attendance and participation in such meetings.

Sally Michael is a Director of NewReal,Inc., and she is a partner at Saul Ewing LLP. Saul Ewing billed the Partnership for legal fees totaling $115,000, $121,000,and $84,000 for 2024, 2023, and 2022, respectively. In addition, Saul Ewing billed the Investment properties for legal fees totaling $60,000 and $24,000 for 2024 and 2023 respectively.

See Note 8 for information regarding the repurchase of Class B and General Partnership Units.

NOTE 4. PREPAID EXPENSES and OTHER ASSETS

Approximately $3,601,000 and $3,406,000 of security deposits are included in prepaid expenses and other assets at December 31, 2023 and 2022, respectively. The security deposits and escrow accounts are restricted cash.

Included in prepaid expenses and other assets at December 31, 2023 and 2022, respectively, is approximately $1,784,000 and $1,979,000, held in escrow to fund future capital improvements.

Intangible assets on the acquisition of rental properties are included in prepaid expenses and other assets. Intangible assets are approximately $1,549,000 net of accumulated amortization of approximately $872,000 at December 31, 2023.

Financing fees in association with the refinancing and the line of credit of approximately $52,000 and $109,000 are net of accumulated amortization of approximately $130,000, and $70,000 at December 31, 2023 and 2022 respectively.

F-18

Table of Contents

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DECEMBER 31, ~~2023~~2024

NOTE 4. PREPAID EXPENSES and OTHER ASSETS

Approximately $3,463,000 and $3,601,000 of security deposits are included in prepaid expenses and other assets at December 31, 2024 and 2023, respectively. The security deposits and escrow accounts are restricted cash.

Included in prepaid expenses and other assets at December 31, 2024 and 2023, respectively, is approximately $2,260,000 and $1,784,000, held in escrow to fund future capital improvements.

Intangible assets on the acquisition of rental properties are included in prepaid expenses and other assets. Intangible assets are approximately $334,000 and $677,000 net of accumulated amortization of approximately $1,215,000 and $872,000 at December 31, 2024 and 2023 respectively.

Financing fees in association with the refinancing and the line of credit of approximately $217,000 and $52,000 are net of accumulated amortization of approximately $60,000, and $130,000 at December 31, 2024 and 2023 respectively.

NOTE 5. MORTGAGE NOTES PAYABLE

Mortgages Payable

At December 31, ~~2023~~2024 and ~~2022~~2023, the mortgages payable consisted of various loans, all of which were secured by first mortgages on properties referred to in Note 2. At December 31, ~~2023~~2024, the interest rates on these loans ranged from 2.97% to 4.95%, payable in monthly installments aggregating approximately $1,~~523~~566,000, including principal, to various dates through 2035. The majority of the mortgages are subject to prepayment penalties. At December 31, ~~2023~~2024, the weighted average interest rate on the above mortgages was 3.68%. The effective rate of 3.7877% includes the amortization expense of deferred financing costs. See Note 12 for fair value information. The Partnership’s mortgage debt and the mortgage debt of its unconsolidated joint ventures generally is non-recourse except for customary exceptions pertaining to misuse of funds and material misrepresentations.

Financing fees of approximately $2,~~779~~399,000 and $32,~~159~~779,000 are net of accumulated amortization of approximately $1,~~353~~733,000 and $~~973~~1,353,000 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively, which offset the Mortgage Notes Payable.

The Partnership has pledged tenant leases as additional collateral for certain of these loans.

Approximate annual maturities at December 31, ~~2023~~2024 are as follows:


2024—current maturities	$	2,853,000
2025—current maturities	$	3,579,000
2025		3,602,000
2026		25,088,000
2026		25,112,000
2027		23,328,000
2027		23,271,000
2028		31,875,000
Thereafter		324,726,000
2029		28,301,000
		411,439,000
Thereafter		296,434,000
Less: unamortized deferred financing costs		2,779,000
		408,605,000
	$	408,660,000
Less: unamortized deferred financing costs		2,399,000
	$	406,206,000

Assets

Buildings and Improvements

Other Categories of Assets

Filing Compare · NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP