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 March 31, 2022, 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. 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 March 31, 2022, the balance on this mortgage before unamortized deferred financing costs is approximately $6,000,000. 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 March 31, 2022 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total ASSETS Rental Properties $ 6,158,533 $ 2,587,547 $ 4,984,470 $ 80,739 $ 4,623,273 $ 14,069,945 $ 78,062,415 $ 110,566,922 Assets Held for Sale 0 Cash & Cash Equivalents 579,073 112,861 150,018 9,501 202,934 676,290 2,360,219 4,090,896 Rent Receivable 218,440 71,993 5,694 6,525 18,702 24,636 97,827 443,817 Real Estate Tax Escrow 74,171 — 68,049 — 32,369 88,464 — 263,053 Prepaid Expenses & Other Assets 297,060 59,537 104,028 207 17,181 190,308 2,057,455 2,725,776 Financing & Leasing Fees — — — — — — — — Total Assets $ 7,327,277 $ 2,831,938 $ 5,312,259 $ 96,972 $ 4,894,459 $ 15,049,643 $ 82,577,916 $ 118,090,464 LIABILITIES AND PARTNERS’ CAPITAL Mortgage Notes Payable $ 9,951,738 $ — $ 8,839,286 $ — $ 5,922,598 $ 16,861,209 $ 124,601,492 $ 166,176,323 Accounts Payable & Accrued Expense 72,582 3,750 94,711 3,901 75,931 186,788 792,148 1,229,811 Advance Rental Pmts & Security Deposits 210,186 — 235,125 — 158,851 432,060 2,655,212 3,691,434 Total Liabilities 10,234,506 3,750 9,169,122 3,901 6,157,380 17,480,057 128,048,852 171,097,568 Partners’ Capital (2,907,229) 2,828,188 (3,856,863) 93,071 (1,262,921) (2,430,414) (45,470,936) (53,007,104) Total Liabilities and Capital $ 7,327,277 $ 2,831,938 $ 5,312,259 $ 96,972 $ 4,894,459 $ 15,049,643 $ 82,577,916 $ 118,090,464 Partners’ Capital %—NERA 50 % 50 % 50 % 50 % 50 % 50 % 40 % Investment in Unconsolidated Joint Ventures $ — $ 1,414,094 $ — $ 46,536 $ — $ — $ — 1,460,630 Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures $ (1,453,616) $ — $ (1,928,433) $ — $ (631,462) $ (1,215,208) $ (18,188,375) (23,417,093) Total Investment in Unconsolidated Joint Ventures (Net) $ (21,956,463) Total units/condominiums Apartments 48 — 40 175 42 148 409 687 Commercial 1 1 — 1 — — — 3 Total 49 1 40 176 42 148 409 690 Units to be retained 49 1 40 1 42 148 409 690 Units to be sold — — — — — — — — Units sold through May 1, 2022 — — — 175 — — — 175 Unsold units — — — — — — — — Financial information for the three months ended March 31, 2022 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 441,716 $ 86,103 $ 346,820 $ 24,369 $ 293,738 $ 890,382 $ 3,470,717 $ 5,553,845 Laundry and Sundry Income 5,526 — — — — 10,551 27,055 43,132 447,242 86,103 346,820 24,369 293,738 900,933 3,497,772 5,596,977 Expenses Administrative 4,774 750 11,524 651 2,350 24,520 55,517 100,086 Depreciation and Amortization 119,185 2,927 86,413 816 83,960 268,464 929,135 1,490,900 Management Fees 18,485 3,317 13,803 958 11,393 37,373 76,371 161,700 Operating 52,973 — 21,893 1,172 55,585 108,690 347,529 587,842 Renting 5,627 — 10,160 — 3,802 14,989 57,861 92,439 Repairs and Maintenance 34,929 — 54,531 — 16,213 133,918 354,789 594,380 Taxes and Insurance 66,461 15,990 43,724 4,408 37,727 130,669 609,866 908,845 302,434 22,984 242,048 8,005 211,030 718,623 2,431,068 3,936,192 Income Before Other Income 144,808 63,119 104,772 16,364 82,708 182,310 1,066,704 1,660,785 Other Income (Loss) Interest Expense (62,230) — (88,437) — (58,739) (187,378) (1,263,146) (1,659,930) Interest Income — — — — — — — (62,230) — (88,437) — (58,739) (187,378) (1,263,146) (1,659,930) Net (Loss) Income $ 82,578 $ 63,119 $ 16,335 $ 16,364 $ 23,969 $ (5,068) $ (196,442) $ 855 Net (Loss) Income —NERA 50% $ 41,289 $ 31,559 $ 8,168 $ 8,182 $ 11,985 $ (2,535) 98,647 Net Income —NERA 40% $ (78,578) (78,578) $ 20,069 Future annual mortgage maturities at March 31, 2022 are as follows: Hamilton 345 Hamilton Hamilton on Dexter Period End Essex 81 Franklin Minuteman Main Apts Park Total 3/31/2023 $ — $ 224,199 $ — $ — $ — $ 224,199 3/31/2024 — 233,032 — — — 233,032 3/31/2025 — 242,212 — 16,900,000 — 17,142,212 3/31/2026 10,000,000 251,753 — — 10,251,753 3/31/2027 261,671 — — — 261,671 Thereafter — 7,668,034 6,000,000 — 125,000,000 138,668,034 10,000,000 8,880,901 6,000,000 16,900,000 125,000,000 166,780,901 Less: unamortized deferred financing costs (48,262) (41,615) (77,402) (38,791) (398,508) (604,578) $ 9,951,738 $ 8,839,286 $ 5,922,598 $ 16,861,209 $ 124,601,492 $ 166,176,323 At March 31, 2022 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 March 31, 2021 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total ASSETS Rental Properties $ 6,583,704 $ 2,590,036 $ 5,289,712 $ 84,003 $ 4,914,411 $ 14,982,149 $ 80,053,070 $ 114,497,085 Assets Held for Sale 0 Cash & Cash Equivalents 66,579 40,821 139,721 6,435 132,455 574,605 2,564,784 3,525,400 Rent Receivable 31,379 — 35,916 11,669 9,749 49,425 447,666 585,804 Real Estate Tax Escrow 74,083 — 54,505 — 38,883 113,702 — 281,173 Prepaid Expenses & Other Assets 274,840 75,119 85,816 191 15,187 177,044 1,400,615 2,028,812 Total Assets $ 7,030,585 $ 2,705,976 $ 5,605,670 $ 102,298 $ 5,110,685 $ 15,896,925 $ 84,466,135 $ 120,918,274 LIABILITIES AND PARTNERS’ CAPITAL Mortgage Notes Payable $ 9,937,949 $ — $ 9,048,329 $ — $ 5,914,414 $ 16,845,158 $ 124,536,869 $ 166,282,719 Accounts Payable & Accrued Expense 66,760 4,000 106,469 3,225 75,274 172,092 722,157 1,149,977 Advance Rental Pmts& Security Deposits 102,170 — 214,146 — 136,840 424,300 2,083,729 2,961,185 Total Liabilities 10,106,879 4,000 9,368,944 3,225 6,126,528 17,441,550 127,342,755 170,393,881 Partners’ Capital (3,076,294) 2,701,976 (3,763,274) 99,073 (1,015,843) (1,544,625) (42,876,620) (49,475,607) Total Liabilities and Capital $ 7,030,585 $ 2,705,976 $ 5,605,670 $ 102,298 5,110,685 $ 15,896,925 $ 84,466,135 $ 120,918,274 Partners’ Capital %—NERA 50 % 50 % 50 % 50 % 50 % 50 % 40 % Investment in Unconsolidated Joint Ventures $ — $ 1,350,988 $ — $ 49,536 $ $ $ $ 1,400,524 Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures $ (1,538,147) $ — $ (1,881,637) $ — $ (507,922) $ (772,313) $ (17,150,648) (21,850,666) Total Investment in Unconsolidated Joint Ventures (Net) $ (20,450,142) 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 — — — — — — — — Units sold through February 1, 2021 — — — 175 — — — 175 Unsold units — — — — — — — — Financial information for the three months ended March 31, 2021 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 230,217 $ — $ 333,093 $ 24,369 $ 284,524 $ 816,812 $ 3,069,883 $ 4,758,898 Laundry and Sundry Income 3,013 — 112 — 1,276 8,777 26,152 39,330 233,230 — 333,205 24,369 285,800 825,589 3,096,035 4,798,228 Expenses Administrative 14,556 853 4,803 714 3,583 20,219 46,851 91,579 Depreciation and Amortization 118,942 5,074 85,345 816 84,025 269,915 924,560 1,488,677 Management Fees 5,260 — 12,412 628 11,296 32,375 65,278 127,249 Operating 29,432 — 13,521 91 34,596 124,933 298,094 500,667 Renting 32,784 — 14,328 — 360 30,760 84,955 163,187 Repairs and Maintenance 52,547 — 23,278 — 19,405 122,446 452,895 670,571 Taxes and Insurance 65,539 14,885 43,670 4,797 34,976 110,134 597,786 871,787 319,060 20,812 197,357 7,046 188,241 710,782 2,470,419 3,913,717 Income Before Other Income (85,830) (20,812) 135,848 17,323 97,559 114,807 625,616 884,511 Other Income (Loss) Interest Expense (61,312) — (90,643) — (58,625) (187,378) (1,264,708) (1,662,666) (61,312) — (90,643) — (58,625) (187,378) (1,264,708) (1,662,666) Net Income (Loss) $ (147,142) $ (20,812) $ 45,205 $ 17,324 $ 38,934 $ (72,571) $ (639,092) $ (778,155) Net Income (Loss)—NERA 50% $ (73,571) $ (10,406) $ 22,602 $ 8,661 $ 19,466 $ (36,286) (69,534) Net Income —NERA 40% $ (255,636) (255,636) $ (325,170) |