INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | NOTE 14. INVESTMENT IN UNCONSOLIDATED JOINT VENTURES The Partnership has invested in seven limited partnerships and limited liability companies, the majority of which have invested in residential apartment complexes, with three Joint Ventures investing in commercial property. The Partnership has between a 40%-50% ownership interests in each investment. The other investors are the Brown Family related entities and five current and former employees of the Management Company. The Brown Family’s ownership interest was between 47.6% and 59%, with the balance owned by the others. A description of each investment is as follows; 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, or Hamilton Park, is a 409 unit residential complex. The purchase price was $129,500,000. The original mortgage was $89,914,000 with an interest rate of 5.57% and was to mature in 2019. The mortgage called for interest only payments for the first two years of the loan and amortized over 30 years thereafter. 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 Holdings, LLC pursuant to a Guaranty Agreement dated May 31, 2018. Hamilton Park 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. In connection with this refinancing, the property incurred a defeasance charge of approximately $3,830,000. Based on its’ ownership in the property, the Partnership incurred 40% of this charge, an expense of approximately $1,532,000. At September 30, 2021, the balance on this mortgage before unamortized deferred financing costs is $125,000,000 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 Joint Venture planned to operate the building and initiate development of the parking lot. In June 2007, the Joint Venture 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 Joint Venture restructured the mortgages on both parcels at Essex 81. 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 to Hamilton Essex Development LLC for its share of the funds required for the transaction. Additionally, the Partnership made a capital contribution of to Hamilton Essex 81, LLC. On September 30, 2015, Hamilton Essex 81, LLC obtained a new 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 Joint Venture sold 127 of the units as condominiums and retained 49 units for long-term investment. The Joint Venture obtained a new 10-year mortgage in the amount of $5,000,000 on the units to be retained by the Joint Venture. 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. After paying off the mortgage, the Partnership began to sell off the individual units. In 2019, all residential units were sold. The Partnership still owns the commercial building. This investment is referred to as Hamilton 1025, 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 Joint Venture obtained a mortgage on the property in the amount of $8,025,000 and returned $3,775,000 to the Partnership. The Joint Venture 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. At September 30, 2021, 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. 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 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 paid off the prior mortgage of approximately 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 Joint Venture paid off the prior mortgage of approximately $6,776,000 with the proceeds of the new mortgage. After the refinancing, the Joint Venture 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 Summary financial information at September 30, 2021 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total ASSETS Rental Properties $ 6,376,891 $ 2,588,792 $ 5,139,866 $ 82,371 $ 4,766,334 $ 14,522,033 $ 79,175,187 $ 112,651,474 Cash & Cash Equivalents 230,394 73,049 154,633 9,776 231,357 602,344 2,135,096 3,436,649 Rent Receivable 65,313 13,744 23,113 7,081 7,285 38,832 236,721 392,089 Real Estate Tax Escrow 77,685 — 62,506 — 40,025 117,318 — 297,534 Prepaid Expenses & Other Assets 311,513 67,410 123,115 685 30,592 195,099 1,956,585 2,684,999 Total Assets $ 7,061,796 $ 2,742,995 $ 5,503,233 $ 99,913 $ 5,075,593 $ 15,475,626 $ 83,503,589 $ 119,462,745 LIABILITIES AND PARTNERS’ CAPITAL Mortgage Notes Payable $ 9,944,844 $ — $ 8,944,849 $ — $ 5,918,506 $ 16,853,184 $ 124,569,180 $ 166,230,563 Accounts Payable & Accrued Expense 82,137 2,250 99,583 2,711 67,629 169,515 804,862 1,228,687 Advance Rental Pmts & Security Deposits 189,746 — 247,951 — 154,400 474,463 2,427,394 3,493,954 Total Liabilities 10,216,727 2,250 9,292,383 2,711 6,140,535 17,497,162 127,801,436 170,953,204 Partners’ Capital (3,154,931) 2,740,745 (3,789,150) 97,202 (1,064,942) (2,021,536) (44,297,847) (51,490,459) Total Liabilities and Capital $ 7,061,796 $ 2,742,995 $ 5,503,233 $ 99,913 $ 5,075,593 $ 15,475,626 $ 83,503,589 $ 119,462,745 Partners’ Capital %—NERA 50 % 50 % 50 % 50 % 50 % 50 % 40 % Investment in Unconsolidated Joint Ventures $ — $ 1,370,373 $ — $ 48,601 $ — $ — $ — 1,418,974 Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures $ (1,577,467) $ — $ (1,894,576) $ — $ (532,471) $ (1,010,769) $ (17,719,140) (22,734,423) Total Investment in Unconsolidated Joint Ventures (Net) $ (21,315,449) Total units/condominiums Apartments 48 — 40 175 42 148 409 862 Commercial 1 1 — 1 — — — 3 Total 49 1 40 176 42 148 409 865 Units to be retained 49 1 40 1 42 148 409 690 Units to be sold — — — 175 — — — 175 Units sold through November 1, 2021 — — — 175 — — — 175 Financial information for the nine months ended September 30, 2021 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 856,569 $ 168,431 $ 1,019,465 $ 75,148 $ 865,196 $ 2,491,414 $ 9,513,069 $ 14,989,292 Laundry and Sundry Income 9,194 — 112 — 4,548 27,837 73,067 114,758 865,763 168,431 1,019,577 75,148 869,744 2,519,251 9,586,136 15,104,050 Expenses Administrative 70,445 2,103 22,651 2,140 11,485 49,372 160,336 318,532 Depreciation and Amortization 358,788 15,223 257,314 2,448 253,180 813,435 2,795,700 4,496,088 Management Fees 29,181 6,187 40,288 2,843 34,592 97,262 202,975 413,328 Operating 129,400 — 42,137 231 78,038 315,638 761,854 1,327,298 Renting 81,149 — 46,108 — 1,095 71,772 415,221 615,345 Repairs and Maintenance 123,467 520 100,182 — 86,566 446,677 1,506,426 2,263,838 Taxes and Insurance 195,974 45,037 131,574 14,535 107,198 336,333 1,812,549 2,643,200 988,404 69,070 640,254 22,197 572,154 2,130,489 7,655,061 12,077,629 Income Before Other Income (122,641) 99,361 379,323 52,951 297,590 388,762 1,931,075 3,026,421 Other Income (Loss) Interest Expense (184,542) — (269,993) — (177,757) (568,246) (3,792,615) (4,993,153) Interest Income — Other Income — — — — — — 1,222 1,222 (184,542) — (269,993) — (177,757) (568,246) (3,791,393) (4,991,931) Net Income (Loss) $ (307,183) $ 99,361 $ 109,330 $ 52,951 $ 119,833 $ (179,484) $ (1,860,318) $ (1,965,510) Net Income (Loss)—NERA 50% $ (153,593) $ 49,681 $ 54,665 $ 26,476 $ 59,917 $ (89,742) (52,597) Net Income (Loss) —NERA 40% $ (744,128) (744,128) $ (796,725) Financial information for the three months ended September 30, 2021 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 414,497 $ 111,191 $ 343,674 $ 26,410 $ 293,988 $ 827,140 $ 3,300,261 $ 5,317,161 Laundry and Sundry Income 2,986 — — 1,243 9,796 23,706 37,731 417,483 111,191 343,674 26,410 295,231 836,936 3,323,967 5,354,892 Expenses Administrative 16,576 750 7,129 651 3,824 14,592 65,606 109,128 Depreciation and Amortization 120,266 5,074 86,449 816 84,827 272,874 938,058 1,508,364 Management Fees 17,335 6,187 13,943 1,272 11,716 32,831 73,512 156,796 Operating 60,232 — 16,060 55 23,542 101,948 260,794 462,631 Renting 26,272 — 12,174 — 375 20,213 222,664 281,698 Repairs and Maintenance 41,335 — 35,687 — 30,184 177,652 599,156 884,014 Taxes and Insurance 64,799 15,228 44,194 4,634 36,986 115,028 614,622 895,491 346,815 27,239 215,636 7,428 191,454 735,138 2,774,412 4,298,122 Income Before Other Income 70,668 83,952 128,038 18,982 103,777 101,798 549,555 1,056,770 Other Income (Loss) Interest Expense (61,827) — (89,248) — (59,880) (191,453) (1,263,383) (1,665,791) Other income — — — — — — — (61,827) — (89,248) — (59,880) (191,453) (1,263,383) (1,665,791) Net Income (Loss) $ 8,841 $ 83,952 $ 38,790 $ 18,982 $ 43,897 $ (89,655) $ (713,828) $ (609,021) Net Income (Loss)—NERA 50% $ 4,421 $ 41,976 $ 19,395 $ 9,491 $ 21,949 $ (44,829) 52,403 Net Income (Loss)—NERA 40% $ (285,533) (285,533) $ (233,130) Future annual mortgage maturities at September 30, 2021 are as follows: Hamilton 345 Hamilton Hamilton on Dexter Period End Essex 81 Franklin Minuteman Main Apts Park Total 9/30/2022 $ — $ 219,910 $ — $ — $ — $ 219,910 9/30/2023 — 228,573 — — — 228,573 9/30/2024 — 237,577 — 16,900,000 — 17,137,577 9/30/2025 10,000,000 246,936 — — — 10,246,936 9/30/2026 — 256,664 — — — 256,664 Thereafter — 7,800,134 6,000,000 — 125,000,000 138,800,134 10,000,000 8,989,794 6,000,000 16,900,000 125,000,000 166,889,794 Less: unamortized deferred financing costs (55,156) (44,945) (81,494) (46,816) (430,820) (659,231) $ 9,944,844 $ 8,944,849 $ 5,918,506 $ 16,853,184 $ 124,569,180 $ 166,230,563 At September 30, 2021 the weighted average interest rate on the above mortgages was 3.91%. The effective rate was 3.97% including the amortization expense of deferred financing costs. Summary financial information at September 30, 2020 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total ASSETS Rental Properties $ 6,758,283 $ 2,591,281 $ 5,439,844 $ 85,635 $ 5,077,525 $ 15,343,928 $ 81,537,329 $ 116,833,825 Cash & Cash Equivalents 281,585 70,894 183,638 12,305 210,705 610,816 2,870,227 4,240,170 Rent Receivable 220,578 48,878 11,367 811 — 46,780 501,843 830,257 Real Estate Tax Escrow 66,248 — 57,079 — 31,378 92,122 — 246,827 Prepaid Expenses & Other Assets 319,434 84,898 82,969 2,129 26,428 162,421 1,406,740 2,085,019 Total Assets $ 7,646,128 $ 2,795,951 $ 5,774,897 $ 100,880 $ 5,346,036 $ 16,256,067 $ 86,316,139 $ 124,236,098 LIABILITIES AND PARTNERS’ CAPITAL Mortgage Notes Payable $ 9,931,055 $ — $ 9,149,766 $ — $ 5,910,322 $ 16,837,132 $ 124,504,557 $ 166,332,832 Accounts Payable & Accrued Expense 53,569 2,400 101,651 15,038 64,341 168,318 762,288 1,167,605 Advance Rental Pmts& Security Deposits 202,659 — 217,832 — 157,932 435,679 2,053,602 3,067,704 Total Liabilities 10,187,283 2,400 9,469,249 15,038 6,132,595 17,441,129 127,320,447 170,568,141 Partners’ Capital (2,541,155) 2,793,551 (3,694,352) 85,842 (786,559) (1,185,062) (41,004,308) (46,332,043) Total Liabilities and Capital $ 7,646,128 $ 2,795,951 $ 5,774,897 $ 100,880 $ 5,346,036 $ 16,256,067 $ 86,316,139 $ 124,236,098 Partners’ Capital %—NERA 50 % 50 % 50 % 50 % 50 % 50 % 40 % Investment in Unconsolidated Joint Ventures $ — $ 1,396,776 $ — $ 42,921 $ — $ — $ — $ 1,439,697 Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures $ (1,270,579) $ — $ (1,847,175) $ — $ (393,280) $ (592,531) $ (16,401,724) (20,505,288) Total Investment in Unconsolidated Joint Ventures (Net) $ (19,065,591) Total units/condominiums Apartments 48 — 40 175 42 148 409 862 Commercial 1 1 — 1 — — — 3 Total 49 1 40 176 42 148 409 865 Units to be retained 49 1 40 1 42 148 409 690 Units to be sold — — — 175 — — — 175 Units sold through November 1, 2020 — — — 175 — — — 175 Financial information for the nine months ended September 30, 2020 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 940,486 $ 68,726 $ 1,182,050 $ 65,486 $ 883,075 $ 2,648,277 $ 11,676,769 $ 17,464,869 Laundry and Sundry Income 9,288 — 498 — 1,915 26,135 60,266 98,102 949,774 68,726 1,182,548 65,486 884,990 2,674,412 11,737,035 17,562,971 Expenses Administrative 15,451 3,044 23,860 11,769 10,281 43,466 136,437 244,308 Depreciation and Amortization 365,779 15,223 253,716 2,448 260,994 788,181 2,764,842 4,451,183 Management Fees 37,803 2,203 45,548 2,587 35,212 100,654 234,155 458,162 Operating 64,247 — 51,077 147 69,487 255,794 778,020 1,218,772 Renting 6,430 — 29,776 — 7,440 52,202 211,830 307,678 Repairs and Maintenance 94,415 3,180 79,254 — 71,112 388,818 1,094,213 1,730,992 Taxes and Insurance 192,490 45,784 120,056 12,701 108,214 346,997 1,716,234 2,542,476 776,615 69,434 603,287 29,652 562,740 1,976,112 6,935,731 10,953,571 Income Before Other Income 173,159 (708) 579,261 35,834 322,250 698,300 4,801,304 6,609,400 Other Income (Loss) Interest Expense (236,053) — (278,456) — (178,402) (574,239) (3,804,746) (5,071,896) Interest Income — — — — — — — Gain on sale of Real Estate — — — — — — — — (236,053) — (278,456) — (178,402) (574,239) (3,804,746) (5,071,896) Net Income (Loss) $ (62,894) $ (708) $ 300,805 $ 35,834 $ 143,848 $ 124,061 $ 996,558 $ 1,537,504 Net Income (Loss)—NERA 50% $ (31,447) $ (354) $ 150,403 $ 17,917 $ 71,924 $ 62,031 270,473 Net Income (Loss)—NERA 40% $ 398,625 398,625 $ 669,098 Financial information for the three months ended September 30, 2020 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 120,398 $ 2,864 $ 334,431 $ 24,369 $ 301,865 $ 844,963 $ 3,446,320 $ 5,075,210 Laundry and Sundry Income 2,605 — — — 1,289 8,780 14,559 27,233 123,003 2,864 334,431 24,369 303,154 853,743 3,460,879 5,102,443 Expenses Administrative 3,971 844 7,531 713 3,631 13,991 43,664 74,345 Depreciation and Amortization 122,210 5,074 84,680 816 87,214 264,047 925,922 1,489,963 Management Fees 9,751 — 13,253 942 12,209 32,925 67,909 136,989 Operating 17,948 — 22,313 51 18,832 78,199 248,176 385,519 Renting 3,026 — 20,094 — 1,690 36,709 180,947 242,466 Repairs and Maintenance 27,206 134 35,879 — 32,161 154,828 582,965 833,173 Taxes and Insurance 63,090 15,328 40,342 4,021 36,038 114,523 577,282 850,624 247,202 21,380 224,092 6,543 191,775 695,222 2,626,865 4,013,079 Income Before Other Income (124,199) (18,516) 110,339 17,826 111,379 158,521 834,014 1,089,364 Other Income (Loss) Interest Expense (63,961) — (92,048) — (59,900) (191,453) (1,267,960) (1,675,322) Interest Income — — — — — — — Gain on sale of Real Estate — — — — — — — — (63,961) — (92,048) — (59,900) (191,453) (1,267,960) (1,675,322) Net Income (Loss) $ (188,160) $ (18,516) $ 18,291 $ 17,826 $ 51,479 $ (32,932) $ (433,946) $ (585,958) Net Income (Loss)—NERA 50% $ (94,080) $ (9,257) $ 9,146 $ 8,913 $ 25,740 $ (16,466) (76,005) Net Income (Loss)—NERA 40% $ (173,578) (173,578) $ (249,583) |