UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A2
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported) December 17, 1998
(October 6, 1998)
Commission File Number 0-11655
NTS-Properties IV
(Exact name of registrant as specified in its charter)
Kentucky 61-1026356
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
10172 Linn Station Road
Louisville, Kentucky 40223
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number,
including area code (502) 426-4800
Not Applicable
Former name, former address and former fiscal year,
if changed since last report
<PAGE>
Item 7. Financial Statements and Exhibits
a) Pro Forma Information
Attached hereto is the pro forma information required pursuant to
Article 11 of the Regulation S-X regarding the undersigned
registrant.
<PAGE>
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, thereunto duly authorized.
NTS-Properties IV
(Registrant)
------------
By: NTS-Properties Associates IV,
General Partner
By: NTS Capital Corporation
General Partner
/s/ Richard L. Good
-------------------
Richard L. Good
President
/s/ Lynda J. Wilbourn
---------------------
Lynda J. Wilbourn
Principal Accounting Officer
Date: December 17, 1998
<PAGE>
<TABLE>
NTS-PROPERTIES IV
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1998
(UNAUDITED)
As Reported September 30, 1998
<CAPTION>
Proforma
Historical Adjustments Proforma
---------- ----------- --------
ASSETS
<S> <C> <C> <C>
Cash and equivalent $ 268,841 $ 461,927 (4a) $ 730,768
Cash and equivalents - restricted 219,084 (17,552) (4b) 201,532
Investment securities 357,382 -- 357,382
Accounts receivable 183,956 (3,800) (4c) 180,156
Land, buildings and amenities, net 12,623,280 (776,181) (4c) 11,847,099
Asset held for sale 297,251 -- 297,251
Other assets 372,054 (26,662) (4c) 345,392
------------ ------------ ------------
$ 14,321,848 $ (362,268) $ 13,959,580
============ ============ ============
LIABILITIES AND PARTNERS' EQUITY
Mortgages and note payable $ 10,201,039 $ (915,504) (4d) $ 9,285,535
Accounts payable - operations 105,745 -- 105,745
Accounts payable - construction 82,819 -- 82,819
Security deposits 81,080 (4,674) (4c) 76,406
Other liabilities 246,349 (18,816) (4c) 227,533
------------ ------------ ------------
10,717,032 (938,994) 9,778,038
Commitments and Contingencies
Partners' equity 3,604,816 576,726 (4e) 4,181,542
------------ ------------ ------------
$ 14,321,848 $ (362,268) $ 13,959,580
============ ============ ============
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
<TABLE>
NTS-PROPERTIES IV
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(UNAUDITED)
As Reported September 30, 1998
<CAPTION>
Proforma
Historical Adjustments(4f) Proforma
---------- --------------- --------
REVENUES:
<S> <C> <C> <C>
Rental income $ 2,719,620 $ (136,320) $ 2,583,300
Interest and other income 35,206 (349) 34,857
----------- ----------- -----------
2,754,826 (136,320) 2,618,157
EXPENSES:
Operating expenses 605,873 (13,273) 592,600
Operating expenses -
affiliated 347,189 (9,732) 337,457
Write-off of unamortized land
improvements and amenities 11,333 (30) 11,303
Amortization of capitalized
leasing costs 11,187 -- 11,187
Interest expense 621,815 (57,105)(4g) 564,710
Management fees 157,823 (8,496) 149,327
Real estate taxes 161,237 (14,292) 146,945
Professional and administrative
expenses 79,131 -- 79,131
Professional and administrative
expenses - affiliated 119,816 -- 119,816
Depreciation and amortization 626,314 (49,232) 577,082
----------- ----------- -----------
2,741,718 (152,160) 2,589,558
----------- ----------- -----------
Net income before extraordinary
item $ 13,108 $ 15,491 $ 28,599
=========== =========== ===========
Net income allocated to the
limited partners before
extraordinary item $ 12,977 $ 15,336 $ 28,313
=========== =========== ===========
Net income per limited
partnership unit before
extraordinary item $ .50 $ .58 $ 1.08
=========== =========== ===========
Weighted average number of
limited partnership units 26,123 26,123
=========== ===========
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
NTS-PROPERTIES IV
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
1. On October 6, 1998, the Lakeshore/University II Joint Venture ("L/U II")
Joint Venture and NTS-Properties V, affiliates of the General Partner of
NTS- Properties IV ("the Partnership"), sold University Business Center
Phases I and II office buildings to Silver City Properties, Ltd. ("the
Purchaser"), an affiliate of Full Sail Recorders, Inc., for an aggregate
purchase price of $17,950,000 ($8,975,000 for Phase I and $8,975,000 for
Phase II). University Business Center Phase II was owned by the L/U II
Joint Venture of which the Partnership owned an 18% interest as of
September 30, 1998. Portions of the proceeds from this sale were
immediately used to pay the remainder of the outstanding debt (including
interest and prepayment penalties) on these properties. The Partnership
will use the remainder of the proceeds from this sale for development costs
associated with Lakeshore Business Center Phase III which is to be
constructed on land owned by the L/U II Joint Venture.
2. The Partnership operates and reports on a calendar year basis. The
unaudited pro forma financial statements present the financial position and
results of operations of the Partnership as of and for the nine months
ended September 30, 1998, giving effect for the transaction summarized in
Note 1 above. The unaudited pro forma financial statements should be read
in conjunction with the audited financial statements as of and for the
three years in the period ended December 31, 1997 included in the
Partnership's annual report on Form 10-K for 1997.
3. The accompanying unaudited pro forma balance sheet as of September 30, 1998
has been prepared as if the sale of University Business Center Phase II had
been effective September 30, 1998. The unaudited pro forma statement of
operations for the nine months ended September 30, 1998 has been prepared
as if the sale of University Business Center Phase II had been effective
January 1, 1997. In the opinion of management, all adjustments necessary to
present fairly such pro forma financial statements have been made. The pro
forma financial statements are for information purposes only and are not
necessarily indicative of the financial condition or results of operations
that would have occurred if the sale had been consummated as of January 1,
1997.
4. Explanation of Pro Forma Adjustments:
a) Represents the Partnership's share of the cash received from the sale
of University Business Center Phase II less closing costs and the
repayment of the mortgage payable which was secured by the business
center net of the funds released by the mortgage company as discussed
below in note 4b.
b) Represents the Partnership's share of the return of funds held by the
mortgage company for property taxes upon the repayment of the mortgage
discussed above. See note 4a.
c) Represents adjustments to eliminate the Partnership's share of the
assets and liabilities of University Business Center Phase II as
follows. The adjustment to accounts receivable represents the
elimination of accrued income which is attributable to the recognition
of scheduled and specified rent increases over the lease term on a
straight-line basis for financial reporting purposes. The adjustment
to land, buildings and amenities represents the elimination of the
Partnership's share of land, buildings and amenities associated with
University Business Center Phase II. The adjustment to other assets
represents the write-off of unamortized loan costs which are amortized
on a straight-line basis over the term of the loan and the write-off
of unamortized leasing commissions which are amortized on a
straight-line basis over the applicable lease term. The write-off of
loan costs was the result of the early extinguishment of debt. The
adjustment to security deposits represents the elimination of the
security deposit liability which was assumed by the Purchaser. The
adjustment to other liabilities represents the elimination of accrued
property taxes. The property taxes for the current year are to be paid
by the Purchaser in accordance with the contract.
d) Represents the Partnership's share of the repayment of the mortgage
payable which was secured by University Business Center Phase II.
e) Represents the Partnership's share of the gain on the sale of
University Business Center Phase II partially offset by expenses
incurred as a result of the early extinguishment of debt (see
discussion above).
f) Represents adjustment to eliminate the Partnership's share of the
revenues and expenses of University Business Center Phase II.
g) Represents adjustment to eliminate the interest expense associated
with the mortgage payable secured by University Business Center Phase
II.
<PAGE>
<TABLE>
NTS-PROPERTIES IV
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
As Reported December 31, 1997
<CAPTION>
Proforma
Historical Adjustments(4a) Proforma
---------- --------------- --------
REVENUES:
<S> <C> <C> <C>
Rental income $ 3,616,883 $ (148,254) $ 3,468,629
Interest and other income 91,714 (283) 91,431
----------- ----------- -----------
3,708,597 (148,537) 3,560,060
EXPENSES:
Operating expenses 813,091 (29,517) 783,574
Operating expenses -
affiliated 398,950 (14,902) 384,048
Amortization of capitalized
leasing costs 20,951 -- 20,951
Interest expense 855,488 (79,997)(4b) 775,491
Management fees 208,837 (11,638) 197,199
Real estate taxes 224,345 (19,142) 205,203
Professional and administrative
expenses 102,345 -- 102,345
Professional and administrative
expenses - affiliated 150,715 -- 150,715
Depreciation and amortization 905,921 (100,819) 805,102
----------- ----------- -----------
3,680,643 (256,015) 3,424,628
----------- ----------- -----------
Net income before extraordinary
item $ 27,954 $ 107,478 $ 135,432
=========== =========== ===========
Net income allocated to the
limited partners before
extraordinary item $ 27,674 $ 106,403 $ 134,077
=========== =========== ===========
Net income per limited
partnership unit before
extraordinary item $ 1.03 $ 3.98 $ 5.01
=========== =========== ===========
Weighted average number of
limited partnership units 26,708 26,708
=========== ===========
</TABLE>
<PAGE>
NTS-PROPERTIES IV
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1997
1. On October 6, 1998, the Lakeshore/University II Joint Venture ("L/U
II") Joint Venture and NTS Properties V, affiliates of the General
Partner of the Partnership, sold University Business Center Phases I
and II office buildings to Silver City Properties, Ltd. ("the
Purchaser"), an affiliate of Full Sail Recorders, Inc., for an
aggregate purchase price of $17,950,000 ($8,975,000 for Phase I and
$8,975,000 for Phase II). University Business Center Phase II was owned
by the L/U II Joint Venture of which the Partnership owned an 18%
interest as of September 30, 1998. Portions of the proceeds from this
sale were immediately used to pay the remainder of the outstanding debt
(including interest and prepayment penalties) on these properties. The
Partnership will use the remainder of the proceeds from this sale for
development costs associated with Lakeshore Business Center Phase III
which is to be constructed on land owned by the L/U II Joint Venture.
2. The Partnership operates and reports on a calendar year basis. The
unaudited pro forma statement of operations presents the financial
position and results of operations of the Partnership for the year
ended December 31, 1997 giving effect for the transaction summarized in
Note 1 above. The unaudited pro forma financial statements should be
read in conjunction with the audited financial statements as of and for
the three years in the period ended December 31, 1997 included in the
Partnership's annual report on Form 10-K for 1997.
3. The statement of operations for the year ended December 31, 1997 has
been prepared as if the sale of University Business Center Phase II had
been effective January 1, 1997. In the opinion of management, all
adjustments necessary to present fairly such pro forma financial
statements have been made. The pro forma financial statements are for
information purposes only and are not necessarily indicative of results
of operations that would have occurred if the acquisition had been
consummated as of January 1, 1997.
4. Explanation of Pro Forma Adjustments:
a) Represents adjustment to eliminate the Partnership's share of
the revenues and expenses of University Business Center Phase
II.
b) Represents adjustment to eliminate the interest expense
associated with the mortgage payable secured by University
Business Center Phase II.
<PAGE>
