INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

6 Months Ended

Jun. 30, 2024

INVESTMENT IN UNCONSOLIDATED JOINT VENTURES

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 June 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. 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 June 30, 2024, the balance on this mortgage before unamortized deferred financing costs is $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.

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 June 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 $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. 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 June 30, 2024, the balance of the mortgage before unamortized deferred finance is $16,900,000. The investment is referred to as Hamilton on Main LLC. This mortgage is currently in the process of a refinancing which is to be completed prior to the maturity date of the loan.

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 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 legal obligation, the Partnership

intends to fund its share of any future operating deficits if needed. At June 30, 2024, the balance of this mortgage before unamortized deferred financing costs is approximately $8,364,000. This investment is referred to as 345 Franklin, LLC.

Summary financial information at June 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	$	5,246,865		$	2,581,946		$	4,308,810		$	73,395		$	4,054,581		$	12,884,525		$	71,900,948		$	101,051,070
Cash & Cash Equivalents		1,141,309			38,045			160,348			17,673			123,723			795,809			1,601,735			3,878,642
Rent Receivable		197,191			75,733			1,293			3,309			2,211			19,042			147,332			446,111
Real Estate Tax Escrow		81,453			—			31,596			—			29,661			191,490			—			334,200
Prepaid Expenses & Other Assets		351,532			41,042			110,132			1,038			71,628			363,109			3,413,479			4,351,960
Total Assets	$	7,018,350		$	2,736,766		$	4,612,179		$	95,415		$	4,281,804		$	14,253,975		$	77,063,494		$	110,061,983
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable	$	9,982,764		$	—		$	8,337,358		$	—		$	5,941,010		$	16,897,325		$	124,746,893		$	165,905,350
Accounts Payable & Accrued Expense		136,741			2,000			70,945			3,545			68,813			190,892			722,878			1,195,814
Advance Rental Pmts & Security Deposits		374,170			—			307,229			—			176,456			537,218			4,124,873			5,519,946
Total Liabilities		10,493,675			2,000			8,715,532			3,545			6,186,279			17,625,435			129,594,644			172,621,110
Partners’ Capital		(3,475,325)			2,734,766			(4,103,353)			91,870			(1,904,475)			(3,371,460)			(52,531,150)			(62,559,127)
Total Liabilities and Capital	$	7,018,350		$	2,736,766		$	4,612,179		$	95,415		$	4,281,804		$	14,253,975		$	77,063,494		$	110,061,983
Partners’ Capital %—NERA		50	%		50	%		50	%		50	%		50	%		50	%		40	%
Investment in Unconsolidated Joint Ventures	$	—		$	1,367,383		$	—		$	45,935		$	—		$	—		$	—			1,413,318
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures	$	(1,737,662)		$	—		$	(2,051,676)		$	—		$	(952,238)		$	(1,685,730)		$	(21,012,460)			(27,439,766)
Total Investment in Unconsolidated Joint Ventures (Net)																						$	(26,026,448)
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 six months ended June 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	$	918,853	$	120,942	$	891,084	$	51,633	$	711,617	$	2,057,301	$	8,529,299	$	13,280,729
Laundry and Sundry Income		6,344		—		(236)		—		—		25,244		95,538		126,890
		925,197		120,942		890,848		51,633		711,617		2,082,545		8,624,837		13,407,619
Expenses
Administrative		10,543		3,000		14,979		1,401		10,318		43,143		100,148		183,532
Depreciation and Amortization		231,911		5,855		172,796		1,632		166,005		533,325		1,837,161		2,948,685
Management Fees		37,186		4,132		34,954		2,068		28,309		82,234		180,292		369,175
Operating		176,997		—		41,384		(38)		64,776		244,472		750,508		1,278,099
Renting		7,634		—		9,776		63		9,691		56,737		52,816		136,717
Repairs and Maintenance		94,619		—		44,882		1,650		61,165		330,278		883,402		1,415,996
Taxes and Insurance		163,965		35,192		99,480		10,174		78,756		206,992		1,284,141		1,878,700
		722,855		48,179		418,251		16,950		419,020		1,497,181		5,088,468		8,210,904
Income Before Other Income		202,342		72,763		472,597		34,683		292,597		585,364		3,536,369		5,196,715
Other Income (Loss)
Interest Expense		(394,241)		—		(169,105)		—		(118,295)		(385,098)		(2,566,448)		(3,633,187)
Interest Income		21,250		1,190		4,629		418		5,463		22,651		45,289		100,890
Other income (Expense)		—		—		—		—		—		63,745		—		63,745
		(372,991)		1,190		(164,476)		418		(112,832)		(298,702)		(2,521,159)		(3,468,552)
Net (Loss) Income	$	(170,649)	$	73,953	$	308,121	$	35,101	$	179,765	$	286,662	$	1,015,212	$	1,728,163
Net (Loss) Income —NERA 50%	$	(85,324)	$	36,976	$	154,060	$	17,550	$	89,883	$	143,331				356,475
Net Income —NERA 40%													$	406,085		406,085
															$	762,560

Financial information for the three months ended June 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	$	450,375	$	60,471	$	447,328	$	24,745	$	360,169	$	1,049,070	$	4,181,290	$	6,573,448
Laundry and Sundry Income		3,568		—		(242)		—		—		12,580		50,108		66,014
		453,943		60,471		447,086		24,745		360,169		1,061,650		4,231,398		6,639,462
Expenses
Administrative		5,325		1,000		6,059		700		3,384		33,819		48,109		98,396
Depreciation and Amortization		116,067		2,928		86,398		816		83,272		272,073		923,409		1,484,963
Management Fees		16,759		1,653		17,537		1,006		14,079		42,043		88,411		181,488
Operating		93,958		—		15,519		174		19,202		110,070		312,204		551,127
Renting		6,395		—		5,681		45		4,161		29,150		20,424		65,856
Repairs and Maintenance		56,162		—		21,838		1,650		31,880		183,947		529,212		824,689
Taxes and Insurance		94,622		17,600		50,195		5,498		39,588		105,451		642,003		954,957
		389,288		23,181		203,227		9,889		195,566		776,553		2,563,772		4,161,476
Income Before Other Income		64,655		37,290		243,859		14,856		164,603		285,097		1,667,626		2,477,986
Other Income (Loss)
Interest Expense		(197,041)		—		(84,238)		(205)		(59,144)		(191,983)		(1,269,641)		(1,802,252)
Interest Income		10,829		419		2,268		418		2,980		9,801		24,616		51,331
		(186,212)		419		(81,970)		213		(56,164)		(182,182)		(1,245,025)		(1,750,921)
Net Income (Loss)	$	(121,557)	$	37,709	$	161,889	$	15,069	$	108,439	$	102,915	$	422,601	$	727,065
Net Income (Loss)—NERA 50%	$	(60,780)	$	18,854	$	80,944	$	7,535	$	54,220	$	51,459				152,230
Net Income —NERA 40%													$	169,039		169,039
															$	321,269

Future annual mortgage maturities at June 30, 2024 are as follows:

	Hamilton		345		Hamilton		Hamilton on		Dexter
Period End	Essex 81		Franklin		Minuteman		Main Apts		Park		Total
6/30/2025	$	—	$	244,563	$	—	$	16,900,000	$	—	$	17,144,563
6/30/2026		10,000,000		254,197		—		—		—		10,254,197
6/30/2027		—		264,211		—		—		—		264,211
6/30/2028		—		274,619		—		—		125,000,000		125,274,619
6/30/2029		—		7,326,402		—		—		—		7,326,402
Thereafter		—		—		6,000,000		—				6,000,000
		10,000,000		8,363,992		6,000,000		16,900,000		125,000,000		166,263,992
Less: unamortized deferred financing costs		(17,236)		(26,634)		(58,990)		(2,675)		(253,107)		(358,642)
	$	9,982,764	$	8,337,358	$	5,941,010	$	16,897,325	$	124,746,893	$	165,905,350

At June 30, 2024, the weighted average interest rate on the above mortgages was 4.23%. The effective rate was 4.29% including the amortization expense of deferred financing costs.

Summary financial information at June 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	$	5,614,141		$	2,584,435		$	4,650,472		$	76,659		$	4,324,746		$	12,985,301		$	74,525,027		$	104,760,781
Cash & Cash Equivalents		997,622			60,182			374,750			16,853			251,310			611,236			2,088,673			4,400,626
Rent Receivable		211,562			80,184			—			4,931			2,589			9,044			140,146			448,456
Real Estate Tax Escrow		67,281			—			23,412			—			43,542			139,831			—			274,066
Prepaid Expenses & Other Assets		326,548			50,175			104,393			1,049			42,306			248,929			2,635,666			3,409,066
Total Assets	$	7,217,154		$	2,774,976		$	5,153,027		$	99,492		$	4,664,493		$	13,994,341		$	79,389,512		$	113,292,995
LIABILITIES AND PARTNERS’ CAPITAL
Mortgage Notes Payable	$	9,968,975		$	—		$	8,565,993		$	—		$	5,932,827		$	16,881,274		$	124,682,270		$	166,031,339
Accounts Payable & Accrued Expense		165,149			1,500			124,185			2,660			74,550			196,773			816,401			1,381,218
Advance Rental Pmts& Security Deposits		309,790			—			335,465			—			192,370			515,070			3,506,661			4,859,356
Total Liabilities		10,443,914			1,500			9,025,643			2,660			6,199,747			17,593,117			129,005,332			172,271,913
Partners’ Capital		(3,226,760)			2,773,476			(3,872,616)			96,832			(1,535,254)			(3,598,776)			(49,615,820)			(58,978,918)
Total Liabilities and Capital	$	7,217,154		$	2,774,976		$	5,153,027		$	99,492			4,664,493		$	13,994,341		$	79,389,512		$	113,292,995
Partners’ Capital %—NERA		50	%		50	%		50	%		50	%		50	%		50	%		40	%
Investment in Unconsolidated Joint Ventures	$	—		$	1,386,738		$	—		$	48,416		$			$			$			$	1,435,154
Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures	$	(1,613,380)		$	—		$	(1,936,308)		$	—		$	(767,627)		$	(1,799,388)		$	(19,846,328)			(25,963,031)
Total Investment in Unconsolidated Joint Ventures (Net)																						$	(24,527,877)
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 six months ended June 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	$	850,177	$	120,942	$	834,013	$	49,735	$	638,730	$	1,886,063	$	8,015,963	$	12,395,623
Laundry and Sundry Income		3,040		—				—						48,433		51,473
		853,217		120,942		834,013		49,735		638,730		1,886,063		8,064,396		12,447,096
Expenses
Administrative		10,531		1,500		13,043		1,871		9,482		38,973		113,118		188,518
Depreciation and Amortization		234,133		5,855		172,866		1,632		168,308		530,006		1,821,273		2,934,073
Management Fees		33,744		4,768		32,632		1,989		25,663		74,129		160,975		333,900
Operating		150,518		—		57,035		142		68,372		224,264		653,665		1,153,996
Renting		30,945		—		18,200		—		1,573		24,455		67,759		142,932
Repairs and Maintenance		95,955		—		62,538		—		44,233		336,730		894,898		1,434,354
Taxes and Insurance		141,245		30,681		94,286		8,704		70,400		262,939		1,271,219		1,879,474
		697,071		42,804		450,600		14,338		388,031		1,491,496		4,982,907		8,067,247
Income Before Other Income		156,146		78,138		383,413		35,397		250,699		394,567		3,081,489		4,379,849
Other Income (Loss)
Interest Expense		(358,852)		—		(173,474)		—		(118,108)		(400,743)		(2,522,054)		(3,573,231)
		(358,852)		—		(173,474)		—		(118,108)		(400,743)		(2,522,054)		(3,573,231)
Net Income (Loss)	$	(202,706)	$	78,138	$	209,939	$	35,397	$	132,591	$	(6,176)	$	559,435	$	806,618
Net Income (Loss)—NERA 50%	$	(101,353)	$	39,070	$	104,970	$	17,699	$	66,296	$	(3,088)				123,593
Net Income —NERA 40%													$	223,774		223,774
															$	347,368

Financial information for the three months ended June 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	$	411,189	$	60,471	$	422,123	$	24,867	$	325,228	$	963,511	$	4,018,665	$	6,226,054
Laundry and Sundry Income		337		—				—				(15,429)		12,433		(2,659)
		411,526		60,471		422,123		24,867		325,228		948,082		4,031,098		6,223,395
Expenses
Administrative		5,791		750		9,574		951		5,607		26,269		65,111		114,053
Depreciation and Amortization		117,146		2,928		86,560		816		84,591		265,496		915,526		1,473,063
Management Fees		14,652		1,589		16,495		994		12,857		36,933		79,366		162,886
Operating		67,170		—		31,655		75		30,856		95,322		276,666		501,744
Renting		27,770		—		9,943		—		205		12,509		27,136		77,563
Repairs and Maintenance		41,487		—		38,327		—		23,299		183,276		576,924		863,313
Taxes and Insurance		70,311		15,224		47,111		4,203		35,042		130,566		647,645		950,102
		344,327		20,491		239,665		7,039		192,457		750,371		2,588,374		4,142,724
Income Before Other Income		67,199		39,980		182,458		17,828		132,771		197,711		1,442,724		2,080,671
Other Income (Loss)
Interest Expense		(186,539)		—		(86,515)		—		(59,358)		(213,366)		(1,258,781)		(1,804,559)
		(186,539)		—		(86,515)		—		(59,358)		(213,366)		(1,258,781)		(1,804,559)
Net Income (Loss)	$	(119,340)	$	39,980	$	95,943	$	17,828	$	73,413	$	(15,655)	$	183,943	$	276,112
Net Income (Loss)—NERA 50%	$	(59,670)	$	19,990	$	47,972	$	8,914	$	36,708	$	(7,827)				46,087
Net Income —NERA 40%													$	73,577		73,577
															$	119,664