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INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
3 Months Ended
Mar. 31, 2025
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 March 31, 2025, 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 March 31, 2025, 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 March 31 2025, 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. 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 March 31, 2025, the balance of the mortgage before unamortized deferred finance is $23,589,000. The investment is referred to as Hamilton on Main 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 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 March 31, 2025, the balance of this mortgage before unamortized deferred financing costs is approximately $8,181,000. This investment is referred to as 345 Franklin, LLC.

Summary financial information at March 31, 2025

  

  

Hamilton

  

  

  

Hamilton

  

Hamilton

  

  

Hamilton

Essex

345

Hamilton

Minuteman

on Main

Dexter

    

Essex 81

    

Development

    

Franklin

    

1025

    

Apts

    

Apts

    

Park

    

Total

ASSETS

Rental Properties

$

4,900,308

$

2,580,079

$

4,083,706

$

70,947

$

3,914,792

$

13,438,355

$

70,021,621

$

99,009,808

Cash & Cash Equivalents

 

1,585,575

62,606

196,009

18,541

316,267

437,638

4,562,878

 

7,179,514

Rent Receivable

 

199,976

68,310

9,440

827

11,821

47,523

109,190

 

447,087

Real Estate Tax Escrow

 

69,677

77,702

25,424

 

172,803

Prepaid Expenses & Other Assets  

 

303,441

31,995

68,612

241

54,374

283,795

2,527,201

 

3,269,659

Total Assets

$

7,058,977

$

2,742,990

$

4,435,469

$

90,556

$

4,322,678

$

14,207,311

$

77,220,890

$

110,078,871

LIABILITIES AND PARTNERS’ CAPITAL  

Mortgage Notes Payable

$

9,992,244

$

$

8,159,819

$

$

5,947,148

$

23,360,218

$

124,795,361

$

172,254,790

Accounts Payable & Accrued Expense

 

318,276

5,000

111,283

3,936

71,714

380,622

941,807

 

1,832,638

Advance Rental Pmts & Security Deposits

 

384,491

287,487

176,548

474,411

3,550,396

 

4,873,333

Total Liabilities

 

10,695,011

5,000

8,558,589

3,936

6,195,410

24,215,251

129,287,564

178,960,761

Partners’ Capital

 

(3,636,034)

2,737,990

(4,123,120)

86,620

(1,872,732)

(10,007,940)

(52,066,674)

 

(68,881,890)

Total Liabilities and Capital

$

7,058,977

$

2,742,990

$

4,435,469

$

90,556

$

4,322,678

$

14,207,311

$

77,220,890

$

110,078,871

Partners’ Capital %—NERA

 

50

% 

 

50

% 

 

50

% 

 

50

% 

 

50

% 

 

50

% 

 

40

% 

Investment in Unconsolidated Joint Ventures

$

$

1,368,995

$

$

43,310

$

$

$

1,412,305

Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures

$

(1,818,017)

$

$

(2,061,560)

$

$

(936,366)

$

(5,003,970)

$

(20,826,670)

(30,646,583)

Total Investment in Unconsolidated Joint Ventures (Net)

$

(29,234,278)

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 three months ended March 31, 2025

  

  

Hamilton

  

  

  

Hamilton

  

Hamilton

  

  

Hamilton

 Essex

345

Hamilton

Minuteman

on Main

Dexter

Essex 81

Development

Franklin

1025

Apts

Apts

Park

Total

Revenues

Rental Income

$

504,541

$

60,471

$

503,118

$

24,918

$

367,614

$

1,105,579

$

4,448,065

$

7,014,306

Laundry and Sundry Income

 

2,357

15,065

40,148

57,570

506,898

60,471

503,118

24,918

367,614

1,120,644

4,488,213

7,071,876

Expenses

Administrative

8,956

1,005

13,966

826

11,355

40,193

86,331

162,632

Depreciation and Amortization

115,908

2,927

87,029

816

84,817

285,902

905,218

1,482,617

Management Fees  

20,288

2,529

19,063

1,030

14,280

42,965

93,345

193,500

Operating

98,262

38,828

1

57,365

188,013

439,356

821,825

Renting

219

30,740

21

5,466

32,204

24,547

93,197

Repairs and Maintenance

41,933

34,832

22,777

146,679

341,618

587,839

Taxes and Insurance

74,192

17,350

48,006

4,712

39,967

119,580

716,403

1,020,210

 

359,758

23,811

272,464

7,406

236,027

855,536

2,606,818

4,361,820

Income Before Other Income

 

147,140

36,660

230,654

17,512

131,587

265,108

1,881,395

2,710,056

Other Income (Loss)

Interest Expense

 

(171,310)

(82,486)

(58,295)

(328,700)

(1,266,073)

(1,906,864)

Interest Income

 

9,852

341

2,029

155

2,185

5,128

31,801

51,491

Other Income

 

(161,458)

341

(80,457)

155

(56,110)

(323,572)

(1,234,272)

(1,855,373)

Net (Loss) Income

$

(14,318)

$

37,001

$

150,197

$

17,667

$

75,477

$

(58,464)

$

647,123

$

854,683

Net (Loss) Income —NERA 50%

    

$

(7,159)

$

18,501

$

75,099

$

8,834

$

37,739

$

(29,232)

103,780

Net Income —NERA 40%

    

$

258,849

258,849

$

362,629

Future annual mortgage maturities at March 31, 2025 are as follows:

Hamilton

345

Hamilton

Hamilton on

Dexter

 

Period End

    

Essex 81

    

Franklin

    

Minuteman

    

Main Apts

    

Park

    

Total

 

3/31/2026

$

10,000,000

$

251,753

$

$

$

$

10,251,753

3/31/2027

 

261,671

261,671

3/31/2028

 

271,979

271,979

3/31/2029

7,396,056

125,000,000

132,396,056

3/31/2030

Thereafter

6,000,000

23,589,000

29,589,000

10,000,000

8,181,459

6,000,000

23,589,000

125,000,000

172,770,459

Less: unamortized deferred financing costs

(7,756)

(21,640)

(52,852)

(228,782)

(204,640)

(515,670)

$

9,992,244

$

8,159,819

$

5,947,148

$

23,360,218

$

124,795,360

$

172,254,789

At March 31, 2025, the weighted average interest rate on the above mortgages was 4.32%. The effective rate was 4.39% including the amortization expense of deferred financing costs.

Summary financial information at March 31, 2024

  

  

Hamilton

  

  

  

Hamilton

  

Hamilton

  

  

Hamilton

Essex

345

Hamilton

Minuteman

on Main

Dexter

    

Essex 81

    

Development

    

Franklin

    

1025

    

Apts

    

Apts

    

Park

    

Total

ASSETS

Rental Properties

$

5,314,109

$

2,582,568

$

4,395,208

$

74,211

$

4,118,836

$

12,594,324

$

72,539,709

$

101,618,965

Cash & Cash Equivalents

 

1,226,034

 

58,242

 

118,521

 

19,844

 

267,322

 

1,218,033

 

2,566,642

 

5,474,638

Rent Receivable

 

170,515

 

77,243

 

537

 

3,715

 

254

 

20,744

 

121,564

 

394,572

Real Estate Tax Escrow

 

81,278

 

 

69,765

 

 

29,481

 

168,242

 

 

348,766

Prepaid Expenses & Other Assets

 

315,092

 

41,185

 

74,126

 

233

 

42,429

 

222,756

 

2,449,104

 

3,144,925

Total Assets

$

7,107,028

$

2,759,238

$

4,658,157

$

98,003

$

4,458,322

$

14,224,099

$

77,677,019

$

110,981,866

LIABILITIES AND PARTNERS’ CAPITAL

Mortgage Notes Payable

$

9,979,316

$

$

8,395,372

$

$

5,938,965

$

16,893,312

$

124,730,738

$

165,937,703

Accounts Payable & Accrued Expense

 

132,826

 

1,521

 

112,431

 

1,201

 

67,581

 

331,127

 

840,958

 

1,487,645

Advance Rental Pmts& Security Deposits

 

348,654

 

20,660

 

275,597

 

 

174,690

 

474,036

 

3,309,073

 

4,602,710

Total Liabilities

 

10,460,796

22,181

8,783,400

1,201

6,181,236

17,698,475

128,880,769

172,028,058

Partners’ Capital

 

(3,353,768)

2,737,057

(4,125,243)

96,802

(1,722,914)

(3,474,376)

(51,203,750)

 

(61,046,192)

Total Liabilities and Capital

$

7,107,028

$

2,759,238

$

4,658,157

$

98,003

4,458,322

$

14,224,099

$

77,677,019

$

110,981,866

Partners’ Capital %—NERA

 

50

% 

50

% 

 

50

% 

 

50

 

50

% 

 

50

% 

 

40

% 

Investment in Unconsolidated Joint Ventures

$

$

1,368,530

$

$

48,401

$

$

$

$

1,416,930

Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures

$

(1,676,884)

$

$

(2,062,622)

$

$

(861,457)

$

(1,737,188)

$

(20,481,500)

 

(26,819,651)

Total Investment in Unconsolidated Joint Ventures (Net)

$

(25,402,721)

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 three months ended March 31, 2024

    

    

Hamilton

    

    

Hamilton

    

Hamilton

    

    

Hamilton

Essex

345

Hamilton

    

Minuteman

on Main

Dexter

  

Essex 81

Development

Franklin

1025

Apts

Apts

Park

Total

Revenues

Rental Income

$

468,478

$

60,471

$

443,756

$

26,889

$

351,447

$

1,008,232

$

4,348,009

$

6,707,282

Laundry and Sundry Income

 

2,776

6

12,664

45,430

60,876

 

471,254

60,471

443,762

26,889

351,447

1,020,896

4,393,439

6,768,158

Expenses

Administrative

 

5,218

2,000

8,920

700

6,934

9,324

52,039

85,135

Depreciation and Amortization

 

115,844

2,927

86,398

816

82,733

261,252

913,751

1,463,721

Management Fees

 

20,426

2,479

17,417

1,062

14,230

40,191

91,881

187,686

Operating

 

83,040

25,865

(212)

45,574

134,402

438,302

726,971

Renting

 

1,239

4,095

18

5,529

27,586

32,392

70,859

Repairs and Maintenance

 

38,457

23,046

29,285

146,331

354,190

591,309

Taxes and Insurance

 

69,343

17,592

49,285

4,676

39,168

101,542

642,138

923,744

 

333,567

24,998

215,026

7,060

223,453

720,628

2,524,693

4,049,425

Income Before Other Income

 

137,687

35,473

228,736

19,829

127,994

300,268

1,868,746

2,718,733

Other Income (Loss)

Interest Expense

 

(197,199)

(84,867)

(59,151)

(193,115)

(1,296,807)

(1,831,139)

Interest income

10,421

772

2,361

205

2,483

12,850

20,674

49,766

Other Income

 

63,745

63,745

(186,778)

772

(82,506)

205

(56,668)

(116,520)

(1,276,133)

(1,717,628)

Net Income (Loss)

$

(49,091)

$

36,245

$

146,230

$

20,034

$

71,326

$

183,748

$

592,613

$

1,001,105

Net Income (Loss)—NERA 50%

    

$

(24,546)

$

18,123

$

73,115

$

10,017

$

35,663

$

91,874

204,246

Net Income —NERA 40%

    

$

237,045

237,045

$

441,291