NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

Regulatory Filings • Jul 7, 2003

8-K/A 1 j2809_8ka.htm 8-K/A

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, DC 20549*

*AMENDMENT NO. 1*

*TO*

*FORM 8-K*

*CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934*

*Date of report (Date of earliest event reported) April 25, 2003*

*NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP*

(Exact Name of Registrant as Specified in Charter)

MASSACHUSETTS	0-12138	08-2619298
(State or Other
Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
39
BRIGHTON AVENUE, ALLSTON, MASSACHUSETTS		02134
(Address of Principal
Executive Offices)		(Zip Code)
Registrant’s telephone number, including area
code (617) 783-0039
N/A
(Former Name or Former
Address, if Changed Since Last Report)

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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

In a previously filed current Report on Form 8-K, filed on May 8, 2003, with the Securities and Exchange Commission, the Registrant, New England Realty Associates Limited Partnership (“NERA” or the “Partnership”) reported the following acquisition:

On April 25, 2003, a subsidiary of the Registrant acquired an apartment complex consisting of 184 one and two bedroom residential units and the eight-acre parcel it is located on in Framingham, Massachusetts commonly know as 9 School Street. The property was acquired from Robert L. Aron and Douglas A. Aron. The sellers have no relationship to the Registrant or any of its affiliates. The property was acquired by School Street 9, LLC (“School Street”), a Delaware limited liability company, of which the Registrant is the sole member. School Street 9, Inc. (the “Manager”), a Massachusetts corporation wholly owned by the Registrant, is a manager of School Street. School Street and the Manager were formed for the specific purpose of acquiring the property.

The total purchase price was Twenty-Three Million Dollars ($23,000,000), and was determined in arm’s length negotiations. The Registrant financed the purchase price in part through use of the Registrant’s operating cash and cash reserves. In addition, the Registrant obtained a loan in the amount of Seventeen Million Dollars ($17,000,000) from Wachovia Bank, National Association. This loan has a ten (10) year term and is amortized over thirty (30) years, bears interest at the fixed rate of five and 47/100 percent (5.47%) and is non-recourse to the Registrant (subject to certain customary carve-outs). Only earned interest is due and payable during the first three years of the loan term, and the loan cannot be prepaid prior to maturity without incurring a significant prepayment penalty.

At the time of the filing of the Current Reports on Form 8-K, filed May 8, 2003, with respect to the acquisition referred to above, the financial statements relating to foregoing matters were not available. Since the filing of such Reports, the Registrant’s accountants have reviewed and prepared the following pro forma financial statements, which include the financial information relating to the acquired property. The Registrant has filed this Amendment which is intended to amend the current 8-K previously filed and referred to above.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) AUDITED FINANCIAL STATEMENTS OF PROPERTY ACQUIRED – 9 SCHOOL STREET, FRAMINGHAM, MA.

Statement of Revenue and Certain Expenses

Report of Independent Auditors

Statement of Revenue and Certain Expenses for the year ended December 31, 2002.

Notes to Statement of Revenue and Certain Expenses.

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(b) UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.

Pro Forma Consolidated Balance Sheet as of March 31, 2003

Pro Forma Consolidated Income Statement for the Three Months Ended March 31, 2003

Pro Forma Consolidated Income Statement for the Year Ended December 31, 2002

Pro Forma Consolidated Estimated Taxable Operating Results for the Twelve months Ended March 31, 2003.

Pro Forma Consolidated Estimated Cash Made Available by Operations for the Twelve Months Ended March 31, 2003.

(c) EXHIBITS

Consent of Miller Wachman LLP

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP
		(Registrant)
	By:	NEWREAL, INC.,
ITS GENERAL
		PARTNER
		(Functional Equivalent of Chief Executive
		Officer and
Principal Financial Officer)
Date: July
7, 2003	By:	/s/ RONALD BROWN
		Ronald Brown, President

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Report of Independent Auditors

To the Partners

New England Realty Associates Limited Partnership

We have audited the accompanying statement of revenue and certain expenses of 9 School Street, Framingham, MA (School Street or the Property) for the year ended December 31, 2002. This statement of revenue and certain expenses is the responsibility of the management of the Property. Our responsibility is to express an opinion on the statement of revenue and certain expenses based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation of the historical summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission. Certain expenses (described in Note 1) that would not be comparable to those resulting from the proposed future operations of School Street are excluded and the statement is not intended to be a complete presentation of the revenue and expenses of the Property.

In our opinion, the statement of revenue and certain expenses presents fairly in all material respects, the revenues and certain expenses, as defined above, of 9 School Street for the year ended December 31, 2002, in conformity with generally accepted accounting principles.

/s/ Miller Wachman LLP
Boston,
Massachusetts
June 24, 2003

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9 School Street, Framingham, MA

Statement of Revenue and Certain Expenses

Year Ended December 31, 2002

Revenue:
Rental Income	$ 2,137,985
Laundry and Sundry Income	95,794
Total Revenue	2,233,779
Certain Expenses:
Operating	232,794
Renting	71,954
Repairs and Maintenance	228,975
Taxes and Insurance	163,254
Total of certain expenses	696,977
Excess of Revenue over
Certain Expenses	$ 1,536,802

See Notes to the Statement of Revenue and Certain Expenses

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9 School Street, Framingham, MA

Notes to Statement of Revenues and Certain Expenses

Year ended December 31, 2002

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

ORGANIZATION

On April 25, 2003, a subsidiary of the Registrant acquired an apartment complex consisting of 184 one and two bedroom residential units and the eight-acre parcel it is located on in Framingham, Massachusetts commonly know as 9 School Street. The sellers have no relationship to the Registrant or any of its affiliates.

BASIS OF PRESENTATION

The accompanying statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in a filing of Form 8-K by NERA). It excludes certain material expenses including interest expense, management fees, depreciation and amortization, and non-operating items that would not be comparable to those resulting from the proposed future operations of the property and is not intended to be a complete presentation of School Street’s historical revenues and expenses.

REVENUE RECOGNITION

Rental income from residential properties is recognized monthly over the term of the related lease. Leases are generally for one year or less. Amounts 60 days in arrears are charged against income.

RISKS AND UNCERTAINTIES

The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated balance sheet as of March 31, 2003 gives effect to the New England Realty Associates Limited Partnership acquisition and financing described in Note A, as if such transaction had been completed at March 31, 2003. The following unaudited pro forma consolidated statements of income for the three months ended March 31, 2003, and for the twelve months ended December 31, 2002, are presented as if the 2003 acquisition and financings were effective January 1, 2002.

The pro forma information is based on the historical financial statements of NERA and gives effect to the transactions under the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma consolidated financial statements.

The pro forma statements are not necessarily indicative of the results that actually would have been achieved if the acquisition and financing had occurred as assumed. They should be read in conjunction with the historical financial statements of NERA, included in its Form 10-K for the year ended December 31, 2002, its Form 10-Q for the three months ended March 31, 2003, and the historical operating summary of the School Street property elsewhere herein.

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Balance Sheet

As of March 31, 2003

	Historic NERA	Pro Forma — Adjustments* 9 School Street		Consolidated Totals
Assets
Rental Properties	$ 108,776,106	$ 23,433,639		$ 132,209,745
Less: Accumulated Depreciation	30,176,353			30,176,353
Net Rental Properties	78,599,753	23,433,639		102,033,392
Cash and Cash Equivalents	17,893,433	(5,806,677	)	12,086,756
Rents Receivable	616,023			616,023
Real Estate Tax Escrows	492,885			492,885
Prepaid Expenses and Other Assets	3,084,097	(408,966	)	2,675,131
Investment in Joint Venture	1,394,592			1,394,592
Financing and Leasing Fees	660,557	44,488		705,045
Total Assets	$ 102,741,340	$ 17,262,484		$ 120,003,824
Liabilities and Partners’ Capital
Mortgage Payable	$ 82,647,820	$ 17,000,000		$ 99,647,820
Accounts Payable and Accrued Expenses	1,209,491			1,209,491
Advance Rental Payments and Security Deposits	3,193,676	262,484		3,456,160
Total Liabilities	87,050,987	17,262,484		104,313,471
Partners’ Capital	15,690,353			15,690,353
Total Liabilities and Partners’
Capital	$ 102,741,340	$ 17,262,484		$ 120,003,824

• See Note A to Unaudited Pro Forma Consolidated Financial Statements

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Income Statement

For the Three Months Ended March 31, 2003

	Historic NERA	Adjustments* 9 School Street	Consolidated Totals
Revenues:
Rental Income	$ 7,461,292	$ 732,679	$ 8,193,971
Laundry & Sundry	70,800	17,555	88,355
Total Revenues:	7,532,092	750,234	8,282,326
Expenses:
Administrative	363,816		363,816
Depreciation and Amortization	1,112,863	209,918	1,322,781
Interest	1,659,167	232,475	1,891,642
Management Fees	296,338	30,009	326,347
Operating	990,816	72,629	1,063,445
Renting	62,965	13,239	76,204
Repairs and Maintenance	813,111	50,591	863,702
Taxes and Insurance	795,209	29,634	824,843
Total Operating Expenses	6,094,285	638,495	6,732,780
Income from Operations:	1,437,807	111,739	1,549,546
Other Income (Loss):
Interest Income	55,528		55,528
Income from investment in partnership and joint venture	(20,677	)	(20,677	)
Net Income:	$ 1,472,658	$ 111,739	$ 1,584,397
Net Income per Unit:	8.50		9.15
Weighted Average Number of units outstanding:	173,252		173,252

• See Note B to Unaudited Pro Forma Consolidated Financial Statements.

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Income Statement

For the Year Ended December 2002

	Historic NERA	Adjustments* 9 School Street		Consolidated Total
Revenues:
Rental Income	$ 29,000,196	$ 2,137,985		$ 31,138,181
Laundry & Sundry	273,262	95,794		369,056
Total Revenues:	29,273,458	2,233,779		31,507,237
Expenses:
Administrative	1,399,726			1,399,726
Depreciation and Amortization	4,334,660	836,700		5,171,360
Interest	6,567,578	929,900		7,497,478
Management Fees	1,202,704	89,351		1,292,055
Operating	2,467,881	232,794		2,700,675
Renting	356,785	71,954		428,739
Repairs and Maintenance	3,466,552	228,975		3,695,527
Taxes and Insurance	2,936,373	163,254		3,099,627
Total Operating Expenses	22,732,259	2,552,928		25,285,187
Income Before Other Income and Discontinued Operations	6,541,199	(319,149	)	6,222,050
Other Income (Loss):
Interest Income	275,685			275,685
Income from investment in partnership and joint venture	(61,787	)		(61,787	)
Income from Continuing Operations	6,755,097	(319,149	)	6,435,948
Discontinued Operations
Income from discontinued operations	60,738			60,738
Gain on sale of real estate from discontinued operations	1,009,302			1,009,302
Net Income	$ 7,825,137	$ (319,149	)	$ 7,505,988
Net Income per Unit:
Income before discontinued operations	38.99			37.15
Income from discontinued operations	6.18			6.17
Net Income per Unit	45.17			43.32
Weighted Average Number of Units Outstanding	173,252			173,252

• See Note C to Unaudited Pro Forma Consolidated Financial Statements.

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Estimated Taxable Operating Results

For the Twelve Months Ended March 31, 2003

	Pro Forma — Consolidated Income Statement		Adjustments*		Consolidated Taxable Income
Revenues:
Rental Income	$ 31,408,686				$ 31,408,686
Laundry & Sundry	370,393				370,393
Total Revenues:	31,779,079				31,779,079
Expenses:
Administrative	1,394,133				1,394,133
Depreciation and Amortization	5,245,842		$ (574,000	)	4,671,842
Interest	7,571,989				7,571,989
Management Fees	1,293,057				1,293,057
Operating	3,008,219				3,008,219
Renting	423,471				423,471
Repairs and Maintenance	3,836,253				3,836,253
Taxes and Insurance	3,158,750				3,158,750
Total Operating Expenses	25,931,714		(574,000	)	25,357,714
Income from Continuing Operations	5,847,365		574,000		6,421,365
Other Income (Loss):
Interest Income	265,151				265,151
Income from investment in partnership and joint venture	(76,656	)			(76,656	)
Taxable Operating Income from Continuing Operations	$ 6,035,860		$ 574,000		$ 6,609,860
Summary
Historic Properties	$ 6,359,583		$ 423,460		$ 6,783,043
9 School Street (Acquisition)	(323,723	)	150,540		(173,183	)
	$ 6,035,860		$ 574,000		$ 6,609,860

• See Note E to Unaudited Pro Forma Consolidated Financial Statements.

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New England Realty Associates Limited Partnership

Unaudited Pro Forma Consolidated Estimated Cash Made Available by Operations

For the Twelve Months Ended March 31, 2003

	Pro Forma — Consolidated Income Statement		Adjustments*		Consolidated Operating Cash Flow
Revenues:
Rental Income	$ 31,408,686				$ 31,408,686
Laundry & Sundry	370,393				370,393
Total Revenues:	31,779,079				31,779,079
Expenses:
Administrative	1,394,133				1,394,133
Depreciation and Amortization	5,245,842		$ (5,245,842	)
Interest	7,571,989				7,571,989
Management Fees	1,293,057				1,293,057
Operating	3,008,219				3,008,219
Renting	423,471				423,471
Repairs and Maintenance	3,836,253				3,836,253
Taxes and Insurance	3,158,750				3,158,750
Total Operating Expenses	25,931,714		(5,245,842	)	20,685,872
Income From Continuing Operations	5,847,365		5,245,842		11,093,207
Other Income (Loss):
Interest Income	265,151				265,151
Income from investment in partnership and joint venture	(76,656	)	169,156		92,500
Cash Made Available from Continuing Operations	$ 6,035,860		$ 5,414,998		$ 11,450,858
Summary
Historic Properties	$ 6,359,583		$ 4,578,298		$ 10,937,881
9 School Street (Acquisition)	(323,723	)	836,700		512,977
	$ 6,035,860		$ 5,414,998		$ 11,450,858

• See Note D to Unaudited Pro Forma Consolidated Financial Statements

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New England Realty Associates Limited Partnership

Notes to Unaudited Pro Forma Consolidated Financial Statements

A. ADJUSTMENTS TO PRO FORMA MARCH 31, 2003 BALANCE SHEET.

The following summarizes the April 25, 2003 transaction to be included in the pro forma balance sheet which is more fully described in forms 8-K previously filed by NERA and in the Item 2 above.

| Date of
Acquisition: | Pro Forma Balance Sheet
Adjustments 9 School Street Apartments — April 25, 2003 | |
| --- | --- | --- |
| Purchase price
and related acquisition costs | $ 23,433,639 | |
| Mortgage incurred at acquisition | <17,000,000 | > |
| Prepaid Expenses
(purchase deposit) and Other Assets | <408,966 | > |
| Security Deposit
and Advance Rental Payments | <262,484 | > |
| Deferred
Financing Costs | 44,488 | |
| Cash Used | $ 5,806,677 | |

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B. ADJUSTMENT MADE TO PRO FORMA INCOME STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 2003

	Historic Operation of School Street	Pro Forma — Adjustments		Consolidated Totals
Revenue
Rental Income	$ 732,679			$ 732,679
Laundry and
sundry income	17,555			17,555
	750,234			750,234
Expenses
Depreciation and
amortization		$ 209,918		209,918
Interest		232,475		232,475
Management fees		30,009		30,009
Operating	85,868			85,868
Repairs and
maintenance	50,591			50,591
Taxes and
insurance	29,634			29,634
	166,093	472,402		638,495
Income before
other income and discontinued operations	$ 584,141	$ (472,402	)	$ 111,739

(1) The above table includes the adjustments needed to pro forma the 2003 transaction as though it was completed as of January 1, 2003.

(2) Rental Income is computed from the 2003 pro forma income statement.

Depreciation and amortization is computed on historical cost assuming purchase at January 1, 2003. Interest is computed on the mortgage to adjust interest expense as though the debt was incurred at January 1, 2003. Management fees are computed at 4 percent of rental income. Other operating expenses are based upon the three months ended March 31, 2003 historical financial statements.

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C ADJUSTMENT MADE TO THE PRO FORMA INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2002.

	Historic Operation of School Street	Pro Forma
		Adjustments		Consolidated Totals
Revenue
Rental Income	$ 2,137,985			$ 2,137,985
Laundry and
sundry income	95,794			95,794
	2,233,779			2,233,779
Expenses
Depreciation and
amortization		$ 836,700		836,700
Interest		929,900		929,900
Management fees		89,351		89,351
Operating	304,748			304,748
Repairs and
maintenance	228,975			228,975
Taxes and
insurance	163,254			163,254
	696,977	1,855,951		2,552,928
Income before
other income and discontinued operations	$ 1,536,802	$ (1,855,951	)	$ (319,149	)

(1) The above table includes the adjustments need to pro forma the 2003 acquisition as though it was completed as of January 1, 2002.

(2) Rental Income is computed on the historical 2002 financial statement.

Depreciation and amortization is computed on historical cost assuming purchase at January 1, 2002. Interest is computed on the mortgage to adjust interest expense as though the debt was incurred at January 1, 2002. Management fees are computed at 4 percent of rental income. Other operating expenses are based upon the 2002 historical financial statements.

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D. ADJUSTMENT MADE TO THE PRO FORMA CONSOLIDATED TAXABLE OPERATING RESULTS FOR THE TWELVE MONTHS ENDED MARCH 31, 2003.

The pro forma consolidated income statement for the twelve months ended March 31, 2003 is prepared as though the 2003 acquisition was completed April 1, 2002.

E. ADJUSTMENT MADE TO THE PRO FORMA CONSOLIDATED ESTIMATED CASH MADE AVAILABLE BY OPERATIONS FOR THE YEAR ENDED MARCH 31, 2003.

Depreciation and Amortization has been eliminated.

Income from the joint venture has been adjusted to reflect cash received.

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Current Report of New England Realty Associates Limited Partnership on Form 8-K of our report dated June 24, 2003 on our audits of certain revenues and certain expenses of 9 School Street, Framingham, MA as of December 31, 2002.

/s/ Miller Wachman LLP
Boston, Massachusetts
June 24, 2003

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