INVESTMENT IN UNCONSOLIDATED JOINT VENTURES | NOTE 15. 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. At September 30, 2024, the balance on this mortgage before unamortized deferred financing costs is $125,000,000. This investment, Hamilton Park Towers, LLC is referred to as Dexter Park. 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 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 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. 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 September 30 2024, the balance on this mortgage before unamortized deferred financing costs is $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 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 interest only. The Joint Venture paid off the prior mortgage of approximately . In 2018, the carrying value of the investment fell below 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 Summary financial information at September 30, 2024 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total ASSETS Rental Properties $ 5,156,533 $ 2,581,323 $ 4,234,113 $ 72,579 $ 3,977,260 $ 13,619,389 $ 71,377,601 $ 101,018,798 Cash & Cash Equivalents 1,325,418 62,274 103,930 17,234 81,885 2,796,390 1,621,908 6,009,039 Rent Receivable 189,026 74,223 2,057 2,482 7,656 36,654 42,643 354,741 Real Estate Tax Escrow 78,201 — 71,866 — 29,531 — — 179,598 Prepaid Expenses & Other Assets 335,724 38,022 100,024 769 67,481 280,877 2,672,293 3,495,190 Total Assets $ 7,084,902 $ 2,755,842 $ 4,511,990 $ 93,064 $ 4,163,813 $ 16,733,310 $ 75,714,445 $ 111,057,366 LIABILITIES AND PARTNERS’ CAPITAL Mortgage Notes Payable $ 9,986,211 $ — $ 8,278,765 $ — $ 5,943,056 $ 23,348,070 $ 124,763,049 $ 172,319,151 Accounts Payable & Accrued Expense 330,733 3,000 126,680 2,604 62,619 257,732 709,139 1,492,507 Advance Rental Pmts & Security Deposits 366,000 — 262,862 — 165,213 492,520 3,212,838 4,499,433 Total Liabilities 10,682,944 3,000 8,668,307 2,604 6,170,888 24,098,322 128,685,026 178,311,091 Partners’ Capital (3,598,042) 2,752,842 (4,156,317) 90,460 (2,007,075) (7,365,012) (52,970,581) (67,253,725) Total Liabilities and Capital $ 7,084,902 $ 2,755,842 $ 4,511,990 $ 93,064 $ 4,163,813 $ 16,733,310 $ 75,714,445 $ 111,057,366 Partners’ Capital %—NERA 50 % 50 % 50 % 50 % 50 % 50 % 40 % Investment in Unconsolidated Joint Ventures $ — $ 1,376,421 $ — $ 45,230 $ — $ — $ — 1,421,651 Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures $ (1,799,020) $ — $ (2,078,158) $ — $ (1,003,538) $ (3,682,506) $ (21,188,233) (29,751,455) Total Investment in Unconsolidated Joint Ventures (Net) $ (28,329,804) Total units/condominiums Apartments 48 — 40 — 42 148 409 687 Commercial 1 1 — 1 — — — 3 Total 49 1 40 1 42 148 409 690 Financial information for the nine months ended September 30, 2024 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 1,417,322 $ 181,413 $ 1,346,589 $ 77,243 $ 1,076,051 $ 3,094,579 $ 12,738,225 $ 19,931,422 Laundry and Sundry Income 9,399 — (236) — — 36,929 132,418 178,510 1,426,721 181,413 1,346,353 77,243 1,076,051 3,131,508 12,870,643 20,109,932 Expenses Administrative 16,359 4,000 22,547 2,101 14,383 57,765 148,131 265,286 Depreciation and Amortization 350,002 8,782 259,392 2,448 250,158 807,037 2,772,916 4,450,735 Management Fees 57,488 6,611 52,909 3,126 42,829 130,703 269,853 563,519 Operating 319,903 — 59,664 86 84,517 347,123 1,022,506 1,833,799 Renting 33,103 — 22,016 93 13,556 87,951 104,549 261,268 Repairs and Maintenance 168,259 — 99,452 1,650 103,900 530,985 1,618,100 2,522,346 Taxes and Insurance 213,584 51,471 149,378 14,677 118,953 330,930 1,977,123 2,856,116 1,158,698 70,864 665,358 24,181 628,296 2,292,494 7,913,178 12,753,069 Income Before Other Income 268,023 110,549 680,995 53,062 447,755 839,014 4,957,465 7,356,863 Other Income (Loss) Interest Expense (593,920) — (252,874) — (178,044) (633,432) (3,859,011) (5,517,281) Interest Income 32,532 1,480 7,035 629 7,454 44,590 77,327 171,047 Other income (Expense) — — 42,938 42,938 (561,388) 1,480 (245,839) 629 (170,590) (545,904) (3,781,684) (5,303,296) Net (Loss) Income $ (293,365) $ 112,029 $ 435,156 $ 53,691 $ 277,165 $ 293,110 $ 1,175,781 $ 2,053,567 Net (Loss) Income —NERA 50% $ (146,682) $ 56,015 $ 217,578 $ 26,846 $ 138,583 $ 146,555 438,894 Net Income —NERA 40% $ 470,313 470,313 $ 909,207 Financial information for the three months ended September 30, 2024 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 498,469 $ 60,471 $ 455,505 $ 25,610 $ 364,435 $ 1,037,278 $ 4,208,926 $ 6,650,694 Laundry and Sundry Income 3,054 — — — — 11,685 36,881 51,620 501,523 60,471 455,505 25,610 364,435 1,048,963 4,245,807 6,702,314 Expenses Administrative 5,816 1,000 7,568 700 4,065 35,429 47,983 102,561 Depreciation and Amortization 118,091 2,927 86,596 816 84,153 273,712 935,756 1,502,051 Management Fees 20,302 2,479 17,955 1,057 14,520 48,469 89,561 194,343 Operating 142,906 — 18,280 123 19,741 102,651 272,000 555,701 Renting 25,469 — 12,241 30 3,865 31,214 51,733 124,552 Repairs and Maintenance 73,640 — 54,569 — 42,734 200,707 734,698 1,106,348 Taxes and Insurance 49,619 16,279 49,898 4,503 40,197 123,938 692,982 977,416 435,843 22,685 247,107 7,229 209,275 816,120 2,824,713 4,562,972 Income Before Other Income 65,680 37,786 208,398 18,381 155,160 232,843 1,421,094 2,139,342 Other Income (Loss) Interest Expense (199,679) — (83,768) — (59,749) (248,334) (1,292,563) (1,884,093) Interest Income 11,282 290 2,406 211 1,991 21,940 32,037 70,157 (188,397) 290 (81,362) 211 (57,758) (226,394) (1,260,526) (1,813,936) Net Income (Loss) $ (122,717) $ 38,076 $ 127,036 $ 18,592 $ 97,402 $ 6,449 $ 160,568 $ 325,406 Net Income (Loss)—NERA 50% $ (61,359) $ 19,038 $ 63,518 $ 9,296 $ 48,701 $ 3,226 82,420 Net Income —NERA 40% $ 64,227 64,227 $ 146,647 Future annual mortgage maturities at September 30, 2024 are as follows: Hamilton 345 Hamilton Hamilton on Dexter Period End Essex 81 Franklin Minuteman Main Apts Park Total 9/30/2025 $ 10,000,000 $ 246,936 $ — $ — $ — $ 10,246,936 9/30/2026 — 256,664 — — — 256,664 9/30/2027 — 266,775 — — — 266,775 9/30/2028 — 7,533,359 — — 125,000,000 132,533,359 9/30/2029 — — — — — — Thereafter — — 6,000,000 23,589,000 — 29,589,000 10,000,000 8,303,734 6,000,000 23,589,000 125,000,000 172,892,734 Less: unamortized deferred financing costs (13,789) (24,969) (56,944) (240,930) (236,951) (573,583) $ 9,986,211 $ 8,278,765 $ 5,943,056 $ 23,348,070 $ 124,763,049 $ 172,319,151 At September 30, 2024, the weighted average interest rate on the above mortgages was 4.38%. The effective rate was 4.44% including the amortization expense of deferred financing costs. Summary financial information at September 30, 2023 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total ASSETS Rental Properties $ 5,517,486 $ 2,583,813 $ 4,567,358 $ 75,843 $ 4,261,249 $ 12,742,373 $ 73,786,757 $ 103,534,879 Cash & Cash Equivalents 1,044,888 73,383 112,129 16,328 404,742 902,251 1,593,551 4,147,272 Rent Receivable 197,549 80,264 3,272 4,526 1,890 22,244 114,086 423,831 Real Estate Tax Escrow 70,897 — 66,029 — 40,477 139,457 — 316,860 Prepaid Expenses & Other Assets 331,025 47,178 94,692 777 54,728 233,231 2,501,688 3,263,319 Total Assets $ 7,161,845 $ 2,784,638 $ 4,843,480 $ 97,474 $ 4,763,086 $ 14,039,556 $ 77,996,082 $ 111,686,161 LIABILITIES AND PARTNERS’ CAPITAL Mortgage Notes Payable $ 9,972,422 $ — $ 8,509,683 $ — $ 5,934,873 $ 16,885,286 $ 124,698,426 $ 166,000,690 Accounts Payable & Accrued Expense 162,273 2,250 111,162 2,739 103,267 192,429 801,974 1,376,094 Advance Rental Pmts& Security Deposits 354,788 — 277,672 612 183,421 492,006 2,975,056 4,283,555 Total Liabilities 10,489,483 2,250 8,898,517 3,351 6,221,561 17,569,721 128,475,456 171,660,339 Partners’ Capital (3,327,638) 2,782,388 (4,055,037) 94,123 (1,458,475) (3,530,165) (50,479,374) (59,974,178) Total Liabilities and Capital $ 7,161,845 $ 2,784,638 $ 4,843,480 $ 97,474 4,763,086 $ 14,039,556 $ 77,996,082 $ 111,686,161 Partners’ Capital %—NERA 50 % 50 % 50 % 50 % 50 % 50 % 40 % Investment in Unconsolidated Joint Ventures $ — $ 1,391,194 $ — $ 47,061 $ $ $ $ 1,438,255 Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures $ (1,663,819) $ — $ (2,027,519) $ — $ (729,238) $ (1,765,082) $ (20,191,749) (26,377,405) Total Investment in Unconsolidated Joint Ventures (Net) $ (24,939,150) Total units/condominiums Apartments 48 — 40 0 42 148 409 687 Commercial 1 1 — 1 — — — 3 Total 49 1 40 1 42 148 409 690 Financial information for the nine months ended September 30, 2023 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 1,305,180 $ 181,413 $ 1,265,519 $ 73,989 $ 977,459 $ 2,877,609 $ 12,087,700 $ 18,768,869 Laundry and Sundry Income 807 — 115 — — 11,298 92,735 104,955 1,305,987 181,413 1,265,634 73,989 977,459 2,888,907 12,180,435 18,873,824 Expenses Administrative 14,957 2,278 23,617 2,600 12,622 59,441 181,971 297,486 Depreciation and Amortization 352,019 8,782 259,744 2,448 253,492 796,968 2,748,175 4,421,628 Management Fees 52,475 7,183 49,489 3,000 39,269 113,643 248,873 513,932 Operating 228,886 — 70,775 218 93,771 329,701 963,365 1,686,716 Renting 55,933 — 34,840 — 5,596 38,553 98,487 233,409 Repairs and Maintenance 140,557 — 127,427 — 77,035 499,894 1,513,141 2,358,054 Taxes and Insurance 211,209 46,119 143,274 13,037 108,611 395,153 1,951,235 2,868,638 1,056,036 64,362 709,166 21,303 590,396 2,233,353 7,705,247 12,379,863 Income Before Other Income 249,951 117,051 556,468 52,686 387,063 655,554 4,475,188 6,493,961 Other Income (Loss) Interest Expense (553,535) — (258,949) — (177,694) (593,120) (3,779,306) (5,362,604) (553,535) — (258,949) — (177,694) (593,120) (3,779,306) (5,362,604) Net Income (Loss) $ (303,584) $ 117,051 $ 297,519 $ 52,686 $ 209,369 $ 62,434 $ 695,882 $ 1,131,357 Net Income (Loss)—NERA 50% $ (151,792) $ 58,527 $ 148,760 $ 26,343 $ 104,685 $ 31,217 217,739 Net Income —NERA 40% $ 278,353 278,353 $ 496,092 Financial information for the three months ended September 30, 2023 Hamilton Hamilton Hamilton Hamilton Essex 345 Hamilton Minuteman on Main Dexter Essex 81 Development Franklin 1025 Apts Apts Park Total Revenues Rental Income $ 450,353 $ 60,471 $ 431,453 $ 24,255 $ 338,729 $ 986,514 $ 4,071,737 $ 6,363,512 Laundry and Sundry Income 2,418 — 168 — — 16,329 44,302 63,217 452,771 60,471 431,621 24,255 338,729 1,002,843 4,116,039 6,426,729 Expenses Administrative 4,426 778 10,574 729 3,140 20,469 68,852 108,968 Depreciation and Amortization 117,886 2,927 86,878 816 85,184 266,962 926,902 1,487,555 Management Fees 18,730 2,416 16,856 1,011 13,606 39,514 87,897 180,030 Operating 78,368 — 13,741 75 25,399 105,437 309,700 532,720 Renting 24,988 — 16,641 — 4,023 14,099 30,728 90,479 Repairs and Maintenance 44,602 — 64,889 — 32,802 163,163 618,245 923,701 Taxes and Insurance 69,964 15,438 48,988 4,333 38,211 132,214 680,016 989,164 358,964 21,559 258,567 6,964 202,365 741,858 2,722,340 4,312,617 Income Before Other Income 93,807 38,912 173,054 17,291 136,364 260,985 1,393,699 2,114,112 Other Income (Loss) Interest Expense (194,683) — (85,476) — (59,586) (192,376) (1,257,252) (1,789,373) (194,683) — (85,476) — (59,586) (192,376) (1,257,252) (1,789,373) Net Income (Loss) $ (100,876) $ 38,912 $ 87,578 $ 17,291 $ 76,778 $ 68,609 $ 136,447 $ 324,739 Net Income (Loss)—NERA 50% $ (50,439) $ 19,456 $ 43,789 $ 8,645 $ 38,390 $ 34,305 94,145 Net Income —NERA 40% $ 54,578 54,578 $ 148,723 |