SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 1, 2000
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
(Exact name of registrant as specified in charter)
Massachusetts 0-13520 04-2828131
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
100 Second Avenue, Needham, MA 02494
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 444-5251
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
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<CAPTION>
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
<S> <C>
Unaudited Pro Forma Condensed Balance Sheet - December 31, 1999 4
Notes to Pro Forma Condensed Balance Sheet 5
Pro Forma Condensed Statement of Operations - Year ended December 31, 1999 6
Notes to Pro Forma Condensed Consolidated Statement of Operations 7
</TABLE>
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<PAGE>
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Pro Forma Condensed Financial Statements
The following unaudited Pro Forma Condensed Financial Statements are based on
the historical consolidated financial information of Liberty Housing Partners
Limited partnership (the "Partnership"), adjusted to give effect to the
disposition of the Partnership's limited partnership interest in Osuna
Apartments Company. The Pro Forma Balance Sheet gives effect to the disposition
as though it had occurred on December 31, 1999 (the most recent balance sheet
date for which the Partnership has reported financial information). The Pro
Forma Condensed Statements of Operations give effect to the acquisition and
related financing as though the transactions had occurred as of January 1, 1999.
The pro forma adjustments are based upon available data and certain assumptions
that the Partnership's management believes are reasonable. The unaudited Pro
Forma Condensed Financial Statements are not necessarily indicative of the
Partnership's financial position or results of operations that might have
occurred had the aforementioned transaction been completed as of the dates
indicated above and do not purport to represent what the Partnership's financial
position or results of operations might be for any future period or date. The
unaudited Pro Forma Condensed Financial Statements should be read in conjunction
with the historical financial statements of the Partnership.
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<PAGE>
<TABLE>
<CAPTION>
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Unaudited Pro Forma Condensed Balance Sheet
Historical Pro Forma Pro Forma
December 31, 1999 Adjustments December 31, 1999
--------------------------------------------------------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 526,940 $ 100,000 (1) $ 598,296
(23,423) (1)
(3,343) (1)
(1,878) (1)
Deferred legal fees 40,109 (5,655) (1) 34,454
--------------- ---------------- ------------------
Total current assets 567,049 65,701 632,750
Investments in local limited partnerships 1,475,083 (583,254) (1) 891,829
--------------- ---------------- ------------------
Total assets $ 2,042,132 $ (517,553) $ 1,524,579
Liabilities and Partners' Deficit
Current liabilities:
Purchase Money Notes, current maturities $ 12,436,808 $ 2,928,804 $ 9,508,004
Accounts payable to affiliates 188,272 188,272
Accounts payable 1,565 1,565
Accrued expenses 98,597 98,597
Accrued interest payable 141,318 9,101 132,217
--------------- ---------------- ------------------
Total current liabilities 12,866,560 2,937,905 9,928,655
Purchase Money Notes, net of current maturities 648,199 648,199
--------------- ---------------- ------------------
Total liabilities 13,514,759 2,937,905 10,576,854
Contingencies -- --
Partners' deficit:
General partners:
Capital contributions 4,202 4,202
Capital distributions (128) (128)
Accumulated loses (210,889) (210,889)
--------------- ---------------- ------------------
(206,815) (206,815)
Limited partners (21,566 units at December 31, 1999):
Capital contributions (net of offering costs of
$1,134,440) 9,649,520 9,649,520
Capital distributions (462,706) (462,706)
Accumulated losses (20,452,626) (2,420,352) (1) (18,032,274)
--------------- ---------------- ------------------
(11,265,812) (2,420,352) (8,845,460)
Total partners' deficit (11,472,627) (2,420,352) (9,052,275)
Total liabilities and partners' deficit $ 2,042,132 $ 517,553 $ 1,524,579
=============== ================ ==================
</TABLE>
See accompanying notes.
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<PAGE>
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Notes to Unaudited Pro Forma Condensed Balance Sheet
Pro forma adjustments include adjustments necessary to reflect the disposition
of the Partnership's investment in Osuna Apartments Company. A description of
the pro forma adjustments is as follows:
(1) To record the gain on sale of the Osuna Apartments investment, as follows:
<TABLE>
<S> <C>
Cash received $ 100,000
Liability for Purchase Money Notes, current maturities, assumed by purchaser 2,928,804
Liability for accrued interest payable assumed by purchaser 9,101
Less: Investment in local limited partnership interest sold (583,254)
Less: consulting fees paid in connection with the disposition (23,423)
Less: legal fees (8,998)
Less: consultant reimbursable expenses (1,878)
-------------
Gain on sale of investment in Osuna Apartments Company $ 2,420,352
=============
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<PAGE>
<TABLE>
<CAPTION>
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Pro Forma Condensed Statement of Operations
===================================================================================================================
Historical Pro Forma
for the for the
year ended Pro Forma year ended
December 31, 1999 Adjustments December 31, 1999
--------------------------------------------------------
<S> <C> <C> <C>
Interest income $ 107,488 $ $ 107,488
Expenses:
Interest expense 1,695,878 (280,598)(1) 1,415,280
General and administrative expense 153,550 153,550
----------------- --------------- ------------------
Total expenses 1,849,428 (280,598) 1,568,830
Loss before equity in local limited partnership operations (1,741,940) 280,598 (1,461,342)
Equity in income of local limited partnership investments 139,548 (22,146)(2) 117,402
----------------- --------------- ------------------
Net loss before extraordinary items (1,602,392) 258,452 (1,343,940)
Extraordinary items:
Gain on sale of investment in Fiddlers Creek 2,579,632 2,579,632
Gain on sale of investment in Linden Park 344,491 344,491
Gain on sale of investment in Osuna Apartments 2,161,900 (3) 2,161,900
----------------- --------------- ------------------
Net income $ (1,321,731) $ 2,420,352 $ 3,742,083
================= =============== ==================
Units used in computing Basic Net Income/ (Loss) per
Limited Partnership Unit 21,566 21,566
Basic Net Loss before extraordinary items per Limited
Partnership Unit $ (73.56) $ (61.69)
Basic Net Income/(Loss) per Limited Partnership Unit $ 60.67 $ 171.78
</TABLE>
See accompanying notes.
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<PAGE>
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Notes to Pro Forma Condensed Statements of Operations
Pro forma adjustments include adjustments necessary to reflect the disposition
of the Partnership's investment in Osuna Apartments Company. A description of
the pro forma adjustments is as follows:
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<CAPTION>
Year ended
December 31, 1999
-----------------------
<S> <C>
(1) To reverse interest expense and discount amortization on the
related Purchase Money Notes, as follows:
Interest expense $ 118,469
Discount amortization 162,129
-----------------------
Purchase Money Notes, current maturities $ 280,598
=======================
(2) To reverse equity in income of Osuna Apartments $ 22,146
(3) To record the gain on disposition of the investment in Osuna
Apartments Company, as follows:
Cash received $ 100,000
Liability for Purchase Money Notes, current maturities, 2,657,307
assumed by purchaser
Liability for accrued interest payable assumed by purchaser 9,101
Less: Investment in local limited partnership interest sold (570,209)
Less: consulting fees paid in connection with the disposition (23,423)
Less: legal fees (8,998)
Less: consultant reimbursable expenses (1,878)
-----------------------
Gain on sale of investment in Osuna Apartments Company $ 2,161,900
=======================
</TABLE>
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<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.
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
By: TNG Properties Inc.
Managing General Partner
By: /s/ Wilma R. Brooks
Wilma R. Brooks
Chief Financial Officer
Date: April 13, 2000
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