Amendment: New England Realty Associates Limited Partnership filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
September 12, 2025 (
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Explanatory note
On June 25, 2025, New England Realty Associates Limited Partnership (“NERA” or the “Partnership”) filed with the Securities Exchange Commission (“SEC”) a current report on 8-K whereby the Partnership reported the completion of an acquisition. On September 3, 2025, the Partnership amended the original report to include the financial statements and pro forma financial information required by Item 9.01. This Amendment No. 2 on Form 8-K/A (the “Amendment”) is being filed to update certain amounts previously presented in the unaudited pro forma financial information included in the Current Report on Form 8-K/A filed on September 3, 2025.
In the course of a subsequent review, the Partnership determined that the footnotes to the NERA Unaudited Pro Forma Consolidated Financial Statements included with the Company’s Form 8-K/A filed on September 3, 2025 required an adjustment as described in this Amendment. In particular, footnotes C and D to the NERA Unaudited Pro Forma Consolidated Financial Statements addressing the computation of NERA pro forma taxable income (unaudited) and NERA pro forma cash available by operations (unaudited) required adjustment. The update results in a revised presentation of the pro forma taxable income amount and pro forma cash available by operations. No other changes have been made to the original Form 8-K/A filed on September 3, 2025.
Except as noted below, this Amendment No. 2 does not amend, update, or otherwise modify the disclosures contained in the original Form 8-K and/or the previously filed Form 8-K/A, and should be read together with the original filings.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The updated footnotes for NERA pro forma taxable income (unaudited) and NERA pro forma cash available from operations (unaudited) are presented in their entirety as follows:
C. NERA PRO FORMA TAXABLE INCOME
The pro forma acquisition of Hill Estates et al would result in an approximately $21,000,000 reduction in the pro forma taxable income of NERA for the most recent available year ended December 31, 2024, or $179.45 per unit or $5.98 per receipt.
D. NERA PRO FORMA CASH AVAILABLE BY OPERATIONS
The pro forma acquisition of Hill Estates et al would result in a decrease in pro forma cash available by operations of approximately $3,000,000 or $25.63 per unit or $0.85 per receipt.
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) | ||
| Dated September 12, 2025 | By: | /s/ RONALD BROWN |
| Ronald Brown, President | ||