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INVESTMENT IN UNCONSOLIDATED JOINT VENTURES
6 Months Ended
Jun. 30, 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 June 30, 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 June 30, 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. The Partnership is currently in the process of refinancing the Hamilton Essex 81, LLC mortgage. See Note 19, SUBSEQUENT EVENTS.

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 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 June 30, 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 June 30, 2025, the balance of this mortgage before unamortized deferred financing costs is approximately $8,119,000. This investment is referred to as 345 Franklin, LLC.

Summary financial information at June 30, 2025

  

  

Hamilton

  

  

  

Hamilton

  

Hamilton

  

  

Hamilton

Essex

345

Hamilton

Minuteman

on Main

Dexter

    

Essex 81

    

Development

    

Franklin

    

1025

    

Apts

    

Apts

    

Park

    

Total

ASSETS

Rental Properties

$

5,065,184

$

2,579,456

$

4,010,711

$

70,131

$

3,847,684

$

13,180,990

$

69,605,017

$

98,359,173

Cash & Cash Equivalents

 

1,364,311

67,004

65,073

14,483

479,150

588,855

5,210,740

 

7,789,616

Rent Receivable

 

197,025

65,560

15,696

3,888

36,070

149,279

 

467,518

Real Estate Tax Escrow

 

68,876

43,268

32,079

 

144,223

Prepaid Expenses & Other Assets  

 

306,479

29,207

61,802

7

54,603

299,310

2,941,014

 

3,692,422

Total Assets

$

7,001,875

$

2,741,227

$

4,196,550

$

84,621

$

4,417,404

$

14,105,225

$

77,906,050

$

110,452,952

LIABILITIES AND PARTNERS’ CAPITAL  

Mortgage Notes Payable

$

9,996,553

$

$

8,099,455

$

$

5,949,194

$

23,366,292

$

124,811,515

$

172,223,009

Accounts Payable & Accrued Expense

 

282,111

6,311

64,117

1,977

55,030

240,187

793,185

 

1,442,918

Advance Rental Pmts & Security Deposits

 

369,428

258,189

179,124

483,952

4,055,646

 

5,346,339

Total Liabilities

 

10,648,092

6,311

8,421,761

1,977

6,183,348

24,090,431

129,660,346

179,012,266

Partners’ Capital

 

(3,646,217)

2,734,916

(4,225,211)

82,644

(1,765,944)

(9,985,206)

(51,754,296)

 

(68,559,314)

Total Liabilities and Capital

$

7,001,875

$

2,741,227

$

4,196,550

$

84,621

$

4,417,404

$

14,105,225

$

77,906,050

$

110,452,952

Partners’ Capital %—NERA

 

50

% 

 

50

% 

 

50

% 

 

50

% 

 

50

% 

 

50

% 

 

40

% 

Investment in Unconsolidated Joint Ventures

$

$

1,367,458

$

$

41,322

$

$

$

1,408,780

Distribution and Loss in Excess of investments in Unconsolidated Joint Ventures

$

(1,823,109)

$

$

(2,112,606)

$

$

(882,972)

$

(4,992,603)

$

(20,701,718)

(30,513,007)

Total Investment in Unconsolidated Joint Ventures (Net)

$

(29,104,227)

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, 2025

    

    

Hamilton

    

    

    

Hamilton

    

Hamilton

    

    

Hamilton

 Essex

345

Hamilton

Minuteman

on Main

Dexter

Essex 81

Development

Franklin

1025

Apts

Apts

Park

Total

Revenues

Rental Income

$

998,349

$

120,942

$

960,298

$

49,835

$

743,084

$

2,176,046

$

8,932,174

$

13,980,728

Laundry and Sundry Income

 

5,091

29,211

93,984

128,286

1,003,440

120,942

960,298

49,835

743,084

2,205,257

9,026,158

14,109,014

Expenses

Administrative

15,191

2,011

21,560

2,876

16,369

48,363

143,595

249,965

Depreciation and Amortization

231,944

5,855

174,660

1,632

170,946

573,175

1,823,872

2,982,084

Management Fees  

39,691

5,058

36,692

2,060

29,578

86,031

186,390

385,500

Operating

172,413

67,248

59

80,485

290,502

734,048

1,344,755

Renting

10,217

36,277

68

9,267

54,477

47,216

157,522

Repairs and Maintenance

84,844

68,790

61,422

295,861

737,244

1,248,161

Taxes and Insurance

148,755

34,773

95,999

9,737

80,492

240,454

1,429,725

2,039,935

 

703,055

47,697

501,226

16,432

448,559

1,588,863

5,102,090

8,407,922

Income Before Other Income

 

300,385

73,245

459,072

33,403

294,525

616,394

3,924,068

5,701,092

Other Income (Loss)

Interest Expense

 

(344,358)

(164,862)

(117,222)

(660,946)

(2,539,706)

(3,827,094)

Interest Income

 

19,472

682

3,897

288

4,960

8,821

75,139

113,259

 

(324,886)

682

(160,965)

288

(112,262)

(652,125)

(2,464,567)

(3,713,835)

Net (Loss) Income

$

(24,501)

$

73,927

$

298,107

$

33,691

$

182,263

$

(35,731)

$

1,459,503

$

1,987,257

Net (Loss) Income —NERA 50%

    

$

(12,250)

$

36,964

$

149,053

$

16,845

$

91,132

$

(17,866)

263,878

Net Income —NERA 40%

    

$

583,801

583,801

$

847,679

Financial information for the three months ended June 30, 2025

    

    

Hamilton

    

    

Hamilton

    

Hamilton

    

    

Hamilton

Essex

345

Hamilton

Minuteman

on Main

Dexter

  

Essex 81

Development

Franklin

1025

Apts

Apts

Park

Total

Revenues

Rental Income

$

493,808

$

60,471

$

457,180

$

24,918

$

375,471

$

1,070,467

$

4,484,108

$

6,966,423

Laundry and Sundry Income

 

2,734

14,146

53,836

70,716

 

496,542

60,471

457,180

24,918

375,471

1,084,613

4,537,944

7,037,139

Expenses

Administrative

 

6,235

1,005

7,594

2,050

5,014

8,170

57,263

87,331

Depreciation and Amortization

 

116,036

2,928

87,631

816

86,129

287,273

918,654

1,499,467

Management Fees

 

19,403

2,529

17,629

1,030

15,298

43,065

93,045

191,999

Operating

 

74,151

28,420

59

23,121

102,489

294,692

522,932

Renting

 

9,998

5,537

48

3,801

22,273

22,669

64,326

Repairs and Maintenance

 

42,911

33,958

38,645

149,182

395,626

660,322

Taxes and Insurance

 

74,563

17,423

47,993

5,024

40,525

120,874

713,322

1,019,724

 

343,297

23,885

228,762

9,027

212,533

733,326

2,495,271

4,046,101

Income Before Other Income

 

153,245

36,586

228,418

15,891

162,938

351,287

2,042,673

2,991,038

Other Income (Loss)

Interest Expense

 

(173,048)

(82,376)

(58,927)

(332,246)

(1,273,633)

(1,920,230)

Interest Income

9,620

341

1,867

133

2,775

3,693

43,337

61,766

 

(163,428)

341

(80,509)

133

(56,152)

(328,553)

(1,230,296)

(1,858,464)

Net Income (Loss)

$

(10,183)

$

36,927

$

147,909

$

16,024

$

106,786

$

22,734

$

812,377

$

1,132,574

Net Income (Loss)—NERA 50%

    

$

(5,092)

$

18,464

$

73,955

$

8,012

$

53,393

$

11,368

160,100

Net Income —NERA 40%

    

$

324,952

324,952

$

485,051

Future annual mortgage maturities at June 30, 2025 are as follows:

Hamilton

345

Hamilton

Hamilton on

Dexter

 

Period End

    

Essex 81

    

Franklin

    

Minuteman

    

Main Apts

    

Park

    

Total

 

6/30/2026

$

10,000,000

$

254,197

$

$

$

$

10,254,197

6/30/2027

 

264,211

264,211

6/30/2028

 

274,619

274,619

6/30/2029

7,326,403

125,000,000

132,326,403

6/30/2030

Thereafter

6,000,000

23,589,000

29,589,000

10,000,000

8,119,430

6,000,000

23,589,000

125,000,000

172,708,430

Less: unamortized deferred financing costs

(3,447)

(19,975)

(50,806)

(222,708)

(188,485)

(485,421)

$

9,996,553

$

8,099,455

$

5,949,194

$

23,366,292

$

124,811,515

$

172,223,009

At June 30, 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 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)

 

(27,439,764)

Total Investment in Unconsolidated Joint Ventures (Net)

$

(26,026,446)

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, 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 Income (Loss)

$

(170,649)

$

73,953

$

308,121

$

35,101

$

179,765

$

286,662

$

1,015,210

$

1,728,163

Net Income (Loss)—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