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 0-13400
NTS-Properties V, a Maryland Limited Partnership
(Exact name of registrant as specified in its charter)
Maryland 61-1051452
(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 V,
a Maryland Limited Partnership
------------------------------
(Registrant)
By: NTS-Properties Associates V,
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 V, a Maryland Limited Partnership
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 $ 581,899 $ 5,905,881 (4a) $ 6,487,780
Cash and equivalents - restricted 469,103 (174,420) (4b) 294,683
Accounts receivable, net of
allowance for doubtful accounts 236,705 (171,910) (4c) 64,795
Land, buildings and amenities, net 25,069,602 (7,770,908) (4c) 17,298,694
Asset held for sale 1,152,868 -- 1,152,868
Other assets 755,024 (325,139) (4c) 429,885
------------ ------------ ------------
$ 28,265,201 $ (2,536,496) $ 25,728,705
============ ============ ============
LIABILITIES AND PARTNERS' EQUITY
Mortgages and note payable $ 20,958,283 $ (7,908,910) (4d) $ 13,049,373
Accounts payable 263,469 -- 263,469
Security deposits 180,124 (59,387) (4c) 120,737
Other liabilities 595,226 (212,938) (4c) 382,288
------------ ------------ ------------
21,997,102 (8,181,235) 13,815,867
Commitments and Contingencies
Partners' equity 6,268,099 5,644,739 (4e) 11,912,838
------------ ------------ ------------
$ 28,265,201 $ (2,536,496) $ 25,728,705
============ ============ ============
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
<TABLE>
NTS-PROPERTIES V, a Maryland Limited Partnership
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 $ 4,737,423 $(1,697,462) $ 3,039,961
Interest and other income 28,597 (4,185) 24,412
----------- ----------- -----------
4,766,020 (1,701,647) 3,064,373
EXPENSES:
Operating expenses 893,096 (199,896) 693,200
Operating expenses -
affiliated 404,965 (90,038) 314,927
Write-off of unamortized land
improvements and amenities 13,452 (281) 13,171
Amortization of capitalized
leasing costs 11,107 (2,057) 9,050
Interest expense 1,265,288 (478,304)(4g) 786,984
Management fees 281,015 (103,566) 177,449
Real estate taxes 402,735 (146,672) 256,063
Professional and administrative
expenses 93,872 -- 93,872
Professional and administrative
expenses - affiliated 159,794 -- 159,794
Depreciation and amortization 1,168,263 (420,691) 747,572
----------- ----------- -----------
4,693,587 (1,441,505) 3,252,082
----------- ----------- -----------
Net income (loss) before
extraordinary item $ 72,433 $ (260,142) $ (187,709)
=========== =========== ===========
Net income (loss) allocated to
the limited partners before
extraordinary item $ 71,709 $ (257,541) $ (185,832)
=========== =========== ===========
Net income (loss) per limited
partnership unit before
extraordinary item $ 2.07 $ (7.44) $ (5.37)
=========== =========== ===========
Weighted average number of
limited partnership units 34,581 34,581
=========== ===========
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
NTS-PROPERTIES V, a Maryland Limited Partnership
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
1. On October 6, 1998 NTS-Properties V (the "Partnership") and the
Lakeshore/University II ("L/U II") Joint Venture, an affiliate 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. ("Full Sail"),
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 I was
owned by the Partnership. University Business Center Phase II was
owned by the L/U II Joint Venture of which the Partnership owned a 69%
interest as of September 30, 1998. Portions of the proceeds from this
sale were immediately used to pay in full the outstanding debt
(including interest and prepayment penalties) on these properties.
The Partnership also paid in full an outstanding debt of approximately
$1,448,000 secured by Commonwealth Business Center Phase II, a
building owned by the Partnership. It is anticipated that a
distribution of approximately $35 to $50 per Unit (a total
distribution ranging from approximately $1,200,000 to $1,700,000) will
be paid to the Limited Partners during the first quarter of 1999. The
additional debt payment and anticipated distribution to limited
partners are not reflected in the accompanying proforma statements.
The Partnership will consider other alternatives for the use of the
remainder of the proceeds from this sale, including repayment of
additional Partnership debt or possible development costs associated
with Lakeshore Business Center III which is to be constructed on land
owned by the L/U II Joint Venture. As permitted by the contract, the
Purchaser has deferred the closing of the Phase III vacant land for a
period of up to 18-months after the closing date of Phases I and II.
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
Phases I and 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 Phases I and 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.
<PAGE>
4. Explanation of Pro Forma Adjustments:
a) Represents the Partnership's share of the cash received
from the sale of University Business Center Phases I and II
less closing costs, the repayment of the mortgages payable
which were secured by Phases I and II of the business
center net of the funds released by the mortgage companies
as discussed below in note 4b.
b) Represents the Partnership's share of the return of funds
held by the mortgage companies for property taxes upon the
repayment of the mortgages secured by University Business
Center Phases I and II. See note 4a.
c) Represents adjustments to eliminate the Partnership's share
of the assets and liabilities of University Business Center
Phases I and 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
Phases I and 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 straightline 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
mortgages payable which were secured by University Business
Center Phases I and II.
e) Represents the Partnership's share of the gain on the sale
of University Business Center Phases I and 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
Phases I and II.
g) Represents adjustment to eliminate the interest expense
associated with the mortgage payable secured by University
Business Center Phases I and II.
<PAGE>
NTS-PROPERTIES V, a Maryland Limited Partnership
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
As Reported December 31, 1997
Proforma
Historical Adjustments(4a) Proforma
---------- --------------- --------
REVENUES:
Rental income $ 5,831,544 $(2,103,703) $ 3,727,841
Interest and other income 74,742 (3,227) 71,515
----------- ----------- -----------
5,906,286 (2,106,930) 3,799,356
EXPENSES:
Operating expenses 1,189,163 (329,167) 859,996
Operating expenses -
affiliated 566,492 (144,516) 421,976
Amortization of capitalized
leasing costs 20,810 (8,743) 12,067
Interest expense 1,753,841 (671,542)(4b) 1,082,299
Management fees 352,933 (136,599) 216,334
Real estate taxes 576,997 (193,906) 383,091
Professional and administrative
expenses 117,016 -- 117,016
Professional and administrative
expenses - affiliated 221,034 -- 221,034
Depreciation and amortization 1,666,678 (698,750) 967,928
----------- ----------- -----------
6,464,964 (2,183,223) 4,281,741
----------- ----------- -----------
Net income (loss) before
extraordinary item $ (558,678) $ 76,293 $ (482,385)
=========== =========== ===========
Net income (loss) allocated to
the limited partners
extraordinary item $ (553,091) $ 75,530 $ (477,561)
=========== =========== ==========
Net income (loss) per limited
partnership unit before
extraordinary item $ (15.74) $ 2.15 $ (13.59)
=========== =========== ===========
Weighted average number of
limited partnership units 35,136 35,136
=========== ===========
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
NTS-PROPERTIES V, a Maryland Limited Partnership
NOTES AND ASSUMPTIONS TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1997
1. On October 6, 1998 NTS-Properties V (the "Partnership") and the
Lakeshore/University II ("L/U II") Joint Venture, an affiliate 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. ("Full Sail"),
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 I was
owned by the Partnership. University Business Center Phase II was owned
by the L/U II Joint Venture of which the Partnership owned a 69%
interest as of September 30, 1998. Portions of the proceeds from this
sale were immediately used to pay in full the outstanding debt
(including interest and prepayment penalties) on these properties.
The Partnership also paid in full an outstanding debt of approximately
$1,448,000 secured by Commonwealth Business Center Phase II, a building
owned by the Partnership. It is anticipated that a distribution of
approximately $35 to $50 per Unit (a total distribution ranging from
approximately $1,200,000 to $1,700,000) will be paid to the Limited
Partners during the first quarter of 1999. The additional debt payment
and anticipated distribution to limited partners are not reflected in
the accompanying proforma statements. The Partnership will consider
other alternatives for the use of the remainder of the proceeds from
this sale, including repayment of additional Partnership debt or
possible development costs associated with Lakeshore Business Center
III which is to be constructed on land owned by the L/U II Joint
Venture. As permitted by the contract, the Purchaser has deferred the
closing of the Phase III vacant land for a period of up to 18- months
after the closing date of Phases I and II.
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 Phases I and
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.
<PAGE>
4. Explanation of Pro Forma Adjustments:
a) Represents adjustment to eliminate the Partnership's share of
the revenues and expenses of University Business Center Phases
I and II.
b) Represents adjustment to eliminate the interest expense
associated with the mortgage payable secured by University
Business Center Phases I and II.
