UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-18952
NTS-PROPERTIES PLUS LTD.
(Exact name of registrant as specified in its charter)
Florida 61-1126478
(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
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
<PAGE>
TABLE OF CONTENTS
Pages
PART I
Item 1. Financial Statements
Balance Sheets and Statement of Partners' Equity
as of September 30, 1995 and December 31, 1994 3
Statements of Operations
For the three months and nine months ended
September 30, 1995 and 1994 4
Statements of Cash Flows
For the three months and nine months ended
September 30, 1995 and 1994 5
Notes To Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-15
PART II
1. Legal Proceedings 16
2. Changes in Securities 16
3. Defaults upon Senior Securities 16
4. Submission of Matters to a Vote of Security Holders 16
5. Other Information 16
6. Exhibits and Reports on Form 8-K 16
Signatures 17
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NTS-PROPERTIES PLUS LTD.
BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
<CAPTION>
As of As of
September 30, 1995 December 31, 1994*
<S> <C> <C>
ASSETS
Cash and equivalents $ 39,877 $ 244,288
Cash and equivalents - restricted 78,065 19,077
Accounts receivable, net of
allowance for doubtful accounts
of $5,692 (1995) and $10,553
(1994) 120,774 792,375
Land, buildings and amenities,
net 1,275,625 14,902,218
Land held for development 96,949 1,090,000
Deferred leasing commissions 167,928 373,201
Organizational and start-up
costs, net 1,752 4,221
Other assets 52,619 82,340
------------ ------------
$ 1,833,589 $ 17,507,720
============ ============
LIABILITIES AND PARTNERS' EQUITY
Mortgage and notes payable $ 3,903,320 $ 18,612,183
Accounts payable - operations 164,509 302,233
Accounts payable - construction 10,692 68,782
Security deposits 11,040 26,506
Other liabilities 64,968 462,712
Commitments
------------ ------------
4,154,529 19,472,416
Partners' equity (2,320,940) (1,964,696)
------------ ------------
$ 1,833,589 $ 17,507,720
============ ============
<CAPTION>
Limited General
Partners Partner Total
<S> <C> <C> <C>
PARTNERS' EQUITY
Capital contributions,
net of offering costs
(685,647 units) $ 11,784,521 $ 100 $ 11,784,621
Net loss - prior years (11,568,273) (116,851) (11,685,124)
Net loss - current year (352,682) (3,562) (356,244)
Cash distributions
declared to date (2,038,520) (20,592) (2,059,112)
Purchases of limited
partnership units (5,081) -- (5,081)
----------- ----------- ------------
Balances at September 30,
1995 $ (2,180,035) $ (140,905) $ (2,320,940)
============ =========== ============
* Reference is made to the audited financial statements in the Form 10-K
as filed with the Commission on March 31, 1995.
</TABLE>
<PAGE>
<TABLE>
NTS-PROPERTIES PLUS LTD.
STATEMENTS OF OPERATIONS
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Rental income, net of provision
for doubtful accounts of $3,259
(1995) and $-0- (1994) $ 202,210 $ 684,715 $ 748,653 $ 2,095,353
Interest and other income 549 3,795 4,480 7,768
----------- ----------- ----------- -----------
202,759 688,510 753,133 2,103,121
Expenses:
Operating expenses 30,337 109,392 111,860 317,682
Operating expenses - affiliated 17,310 55,089 62,707 152,221
Write-off of unamortized tenant
improvements -- 56,493 -- 58,341
Amortization of capitalized
leasing costs 1,613 10,475 7,780 31,565
Interest expense 96,186 410,774 412,084 1,180,960
Management fees 12,762 44,810 46,890 139,119
Real estate taxes 20,381 78,088 80,624 234,599
Professional and administrative
expenses 13,066 22,601 39,175 51,232
Professional and administrative
expenses - affiliated 27,735 27,451 81,787 75,455
Depreciation and amortization 44,359 384,267 266,470 1,202,198
----------- ----------- ----------- -----------
263,749 1,199,440 1,109,377 3,443,372
----------- ----------- ----------- -----------
Net loss $ (60,990) $ (510,930) $ (356,244) $(1,340,251)
=========== =========== =========== ===========
Net loss allocated to the limited
partners $ (60,380) $ (505,821) $ (352,682) $(1,326,848)
=========== =========== =========== ===========
Net loss per limited partnership
unit $ (.09) $ (.74) $ (.51) $ (1.94)
=========== =========== =========== ===========
Weighted average number of units 685,647 685,647 685,647 685,647
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
NTS-PROPERTIES PLUS LTD.
STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (60,990) $ (510,930) $ (356,244) $(1,340,251)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Amortization of capitalized leasing
costs 1,613 10,475 7,780 31,565
Depreciation and amortization 44,359 384,267 266,470 1,202,198
Provision for doubtful accounts 1,997 -- 3,259 --
Write-off of unamortized tenant
finish improvements -- 56,493 -- 58,341
Changes in assets and liabilities:
Cash and equivalents - restricted (23,718) (68,775) (59,821) (68,775)
Accounts receivable 16,156 58,066 41,354 204,844
Deferred leasing commissions 3,359 12,819 21,862 (34,884)
Other assets 6,674 (43,155) (4,054) (59,296)
Accounts payable-operations 31,632 145,816 (121,400) 234,551
Security deposits (191) 2,571 907 (60,361)
Other liabilities 21,514 78,010 (77,794) 174,026
----------- ----------- ----------- -----------
Net cash provided by (used in)
operating activities 42,405 125,657 (277,681) 341,958
----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
(Additions to) decreases in land,
buildings, amenities and land held
for development (20,422) (353,304) 156,065 (404,652)
Decrease in cash and equivalents
- restricted 3,383 -- 15,219 88,255
Increase in cash and equivalents -
- restricted -- -- (14,386) --
Increase (decrease) in accounts
payable - construction (26,318) 23,530 (56,460) (1,213)
----------- ----------- ----------- -----------
Net cash provided by (used in)
investing activities (43,357) (329,774) 100,438 (317,610)
----------- ----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgage and
notes payable (31,859) (261,601) (103,287) (586,316)
Increase in notes payable -- 140,640 -- 140,640
Capital contribution by a
joint venture partner -- 595,975 94,275 595,975
Additions to loan costs -- (27,793) (18,156) (46,814)
----------- ----------- ----------- -----------
Net cash provided by (used in)
financing activities (31,859) 447,221 (27,168) 103,485
----------- ----------- ----------- -----------
Net increase (decrease) in
cash and equivalents (32,811) 243,104 (204,411) 127,833
CASH AND EQUIVALENTS, beginning of
period 72,688 40,810 244,288 156,081
----------- ----------- ----------- -----------
CASH AND EQUIVALENTS, end of period $ 39,877 $ 283,914 $ 39,877 $ 283,914
=========== =========== =========== ===========
Interest paid on a cash basis $ 96,289 $ 413,579 $ 544,142 $ 1,177,778
=========== =========== =========== ===========
</TABLE>
<PAGE>
NTS-PROPERTIES PLUS LTD.
NOTES TO FINANCIAL STATEMENTS
The financial statements and schedules included herein should be read in
conjunction with the Partnership's 1994 Annual Report. In the opinion of
the general partner, all adjustments (only consisting of normal recurring
accruals) necessary for a fair presentation have been made to the
accompanying financial statements for the three months and nine months ended
September 30, 1995 and 1994.
1. Mortgage and Notes Payable
Mortgage and notes payable consist of the following:
September 30, December 31,
1995 1994
Note payable to a bank bearing
interest at a fixed rate of 10.6%,
due January 31, 1998, secured by
land and building $ 722,649 $ 5,786,000
Note payable to a bank bearing
interest at a fixed rate of 10.6%,
due January 31, 1998, secured by
land 58,869 470,000
Note payable to a bank bearing
interest at a fixed rate of 10.6%,
due January 31, 1998, secured by
land and building 1,158,075 9,240,000
Note payable to a bank bearing
interest at a fixed rate of 10.6%,
due January 31, 1998, secured by
land 156,245 1,270,000
Note payable to a bank bearing
interest at a fixed rate of 10.6%,
due January 31, 1998, secured by
land 42,738 --
Mortgage payable to an insurance
company, bearing interest at a
fixed rate of 8.5%, due November
15, 2005, secured by land and
building 1,764,744 1,846,183
---------- ----------
$ 3,903,320 $18,612,183
========== ==========
2. Cash and Equivalents - Restricted
Cash and equivalents - restricted at September 30, 1995 represents
escrow funds which are to be released as capital expenditures, leasing
commissions and tenant improvements are incurred at the properties owned
by the Lakeshore/University II Joint Venture and funds which have been
escrowed with mortgage companies for property taxes in accordance with
the loan agreements.
<PAGE>
3. Related Party Transactions
Property management fees of $46,890 and $139,119 were paid to NTS
Development Company, an affiliate of the general partner of the
Partnership, during the nine months ended September 30, 1995 and 1994,
respectively. The fee is equal to 6% of all revenues from commercial
properties pursuant to an agreement with the Partnership. Also, as
permitted by the partnership agreement, NTS Development Company will
receive a repair and maintenance fee equal to 5.9% of costs incurred
which relate to capital improvements. The Partnership has incurred
$5,068 and $18,409 as a repair and maintenance fee during the nine
months ended September 30, 1995 and 1994, respectively, and has
capitalized this cost as part of land, buildings and amenities.
As permitted by the Partnership agreement, the Partnership was also
charged the following amounts from NTS Development Company for the nine
months ended September 30, 1995 and 1994. These charges include items
which have been expensed as operating expenses - affiliated or
professional and administrative expenses - affiliated and items which
have been capitalized as deferred leasing commissions, other assets or
as land, buildings and amenities.
1995 1994
Administrative $ 88,244 $ 93,690
Property Manager 30,898 89,259
Leasing 26,955 50,670
Other 3,049 13,165
------- -------
$149,146 $246,784
======= =======
Accounts payable - operations includes approximately $115,000 due NTS
Development Company at September 30, 1995 and December 31, 1994,
respectively.
4. Reclassification of 1994 Financial Statements
Certain reclassifications have been made to the September 30 and
December 31, 1994 financial statements to conform with the September 30,
1995 classifications. These reclassifications have no effect on
previously reported operations.
5. Lakeshore/University II Joint Venture
On January 23, 1995, a new joint venture known as Lakeshore/University
II Joint Venture (L/U II Joint Venture) was formed among the Partnership
and NTS-Properties IV, NTS-Properties V and NTS/Fort Lauderdale, Ltd.,
affiliates of the general partner of the Partnership, for purposes of
owning Lakeshore Business Center Phases I and II, University Business
(continued next page)
<PAGE>
5. Lakeshore/University II Joint Venture - Continued
Center Phase II and certain undeveloped tracts of land adjacent to the
Lakeshore Business Center development. The table below identifies which
properties were contributed to the L/U II Joint Venture and the
respective owners of such properties prior to the formation of the joint
venture.
Property Contributing Owner
Lakeshore Business Center NTS-Properties IV and NTS-
Phase I Properties V
Lakeshore Business Center NTS-Properties Plus Ltd.
Phase II
Undeveloped land adjacent to NTS-Properties Plus Ltd.
the Lakeshore Business Center
development (known as Lakeshore
III and outparcel building sites)
Undeveloped land adjacent to the NTS/Fort Lauderdale, Ltd.
Lakeshore Business Center development
(known as Tract 12)
University Business Center Phase II NTS-Properties V and NTS-
Properties Plus Ltd.
Each of the properties were contributed to the L/U II Joint Venture
subject to existing indebtedness, except for Lakeshore Business Center
Phase I which was contributed to the joint venture free and clear of
any mortgage liens, and all such indebtedness was assumed by the joint
venture. Mortgages have been recorded on Lakeshore Business Center
Phase I in the amount of $5,500,000, and on University Business Center
Phase II in the amount of $3,000,000, in favor of the banks which held
the indebtedness on University Business Center Phase II, Lakeshore
Business Center Phase II and the undeveloped tracts of land prior to
the formation of the joint venture. In addition to the above, NTS-
Properties IV also contributed $750,000 to the L/U II Joint Venture.
As a result of the valuation of the properties contributed to the L/U
II Joint Venture, the Partnership obtained a 12% partnership interest
in the joint venture.
The Partnership utilizes the proportionate consolidation method of
accounting for joint venture properties. The Partnership's interest
in the joint venture's assets, liabilities, revenues, expenses and cash
flows are combined on a line-by-line basis with the Partnership's own
assets, liabilities, revenues, expenses and cash flows.
6. Commitments
As of September 30, 1995, the L/U II Joint Venture had commitments for
approximately $320,000 of tenant finish improvements and leasing costs.
The commitments are the result of two new leases and three lease
renewals. The square footage of these leases range from approximately
2,000 square feet to approximately 8,000 square feet, with lease terms
ranging from three to five years. The Partnership's proportionate
share of these commitments is approximately $40,000 or 12%. As of
September 30, 1995, approximately $89,000 had been incurred toward
these commitments, of which the Partnership's proportionate share is
approximately $11,000 or 12%.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
The occupancy levels at the Partnership properties as of September 30 were
as follows:
1995 1994
Wholly-Owned Property
Lakeshore Business Center Phase II See below (1) 78%
(See L/U II Joint Venture below)
Property owned in Joint Venture
with NTS-Properties V (ownership
% at September 30, 1995)
University Business Center Phase II See below (1) 100%
(See L/U II Joint Venture below)
Property owned in Joint Venture
with NTS-Properties IV and NTS-
Properties VII, Ltd. (ownership
% at September 30, 1995)
Blankenbaker Business Center 1A (39%) 100% 100%
Properties owned through Lakeshore/
University II Joint Venture (L/U II
Joint Venture)(ownership % at September
30, 1995)
Lakeshore Business Center Phase I (12%) 87% 74% (2)
Lakeshore Business Center Phase II (12%) 73% See above (1)
University Business Center Phase II (12%) 100% See above (1)
(1) During the first quarter of 1995, the Partnership's ownership interest
in the property changed. See page 12 for a discussion regarding the
change.
(2) As of September 30, 1994, the Partnership did not have an interest in
this property. See page 12 for a discussion regarding this change.
<PAGE>
Results of Operations - Continued
The rental and other income generated by the Partnership's properties for
the three months and nine months ended September 30, 1995 and 1994 was as
follows:
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
Wholly-Owned Property
Lakeshore Business Center N/A (1) $328,139 $ 98,182 $966,487
Phase II (See L/U II Joint
Venture below)
Property owned in Joint
Venture with NTS-Properties
V (ownership % at September
30, 1995)
University Business Center N/A (1) $238,139 $ 82,123 $721,629
Phase II (See L/U II Joint
Venture below)
Property owned in Joint
Venture with NTS-Properties
IV and NTS-Properties VII,
Ltd. (ownership % at
September 30, 1995)
Blankenbaker Business Center $ 91,646 $119,714 $271,618 $410,850
1A (39%)
Properties owned through
Lakeshore/University II
Joint Venture (L/U II Joint
Venture)(ownership % at
September 30, 1995)
Lakeshore Business Center $ 35,861 N/A (2) $ 94,267 N/A (2)
Phase I (12%)
Lakeshore Business Center $ 37,355 N/A (3) $103,034 N/A (3)
Phase II (12%)
University Business Center $ 37,514 N/A (3) $102,016 N/A (3)
Phase II (12%)
(1) During the first quarter of 1995, the Partnership's ownership
interest in the property changed. The Partnership's proportionate
share of rental and other income for the three months ended September
30, 1995 is reflected below. See page 12 for a discussion regarding
this change.
(2) During the three months and nine months ended September 30, 1994, the
Partnership did not have an interest in this property. See page 12
for a discussion regarding the change which occurred during the first
quarter of 1995.
(3) During the first quarter of 1995, the Partnership's ownership
interest in this property changed. Rental and other income for the
three months and nine months ended September 30, 1994 is reflected
above. See page 12 for a discussion regarding this change.
<PAGE>
Results of Operations - Continued
The 5% decrease in occupancy at Lakeshore Business Center Phase II from
September 30, 1994 to September 30, 1995 can be attributed to three tenant
move-outs totalling approximately 7,200 square feet. Two of the move-outs,
totalling approximately 5,800 square feet, represent tenants who vacated the
premises at the end of the lease term. The third tenant, who occupied
approximately 1,400 square feet, vacated the premises and ceased making
rental payments in breach of the lease term due to bankruptcy. The write-
off of accrued income connected with this lease was not significant.
Partially offsetting the tenant move-outs are four new leases for a total
of approximately 2,900 square feet. Average occupancy at Lakeshore Business
Center Phase II increased for the nine months ended September 30 from 78%
(1994) to 79% (1995). Average occupancy decreased for the three month
period from 78% (1994) to 77% (1995).
In cases of tenants abandoning the Premises, the Partnership pursues
collection through the use of collection agencies and other remedies
available by law when practical.
Philip Crosby Associates, Inc. has leased 100% of University Business Center
Phase II. The lease term is for seven years, and the tenant took occupancy
in April 1991. The tenant has currently sub-leased 64% of University
Business Center Phase II. Of the total being sub-leased, 52% is being
leased by a major tenant at University Business Center Phase I, a
neighboring property owned by an affiliate of the general partner of the
Partnership. At this time, it is not known whether Philip Crosby
Associates, Inc. or the sub-lessees will renew the current leases with the
business center when the original lease expires in 1998.
A wholly-owned subsidiary of The Prudential Insurance Company of America
(Prudential Service Bureau, Inc.) has leased 100% of Blankenbaker Business
Center 1A. During 1994, Prudential Service Bureau, Inc. signed a lease
renewal and expansion. The renewal extended the current lease through July
2005. With the expansion, the tenant occupied 100% of the business center
during the third quarter of 1994.
The 13% increase in occupancy at Lakeshore Business Center Phase I from
September 30, 1994 to September 30, 1995 can be attributed to 10 new leases
totalling approximately 19,000 square feet, which includes approximately
3,000 square feet in expansions by two current tenants. Included in the new
leases is a five-year approximately 4,800 square foot lease which commenced
during the fourth quarter of 1994. The new leases and expansions are
partially offset by three tenants, who occupied approximately 4,400 square
feet, vacating at the end of the lease terms. Average occupancy increased
from 73% (1994) to 84% (1995) for the three months ended September 30 and
from 68% (1994) to 81% (1995) for the nine month period.
As of September 30, 1995, Lakeshore Business Center Phase I had
approximately 6,000 square feet of additional space leased. It is
anticipated that the tenants will take occupancy during the fourth quarter
of 1995 improving the business center's occupancy to 93%.
As previously disclosed in the Partnership's Form 10-K for the year ended
December 31, 1994, on August 16, 1994, Blankenbaker Business Center Joint
Venture amended its joint venture agreement to admit NTS-Properties IV to
the Joint Venture. In accordance with the Joint Venture Agreement, NTS-
Properties IV contributed $1,100,000 and NTS-Properties VII, Ltd.
contributed $500,000. The Partnership's interest in the Joint Venture
<PAGE>
Results of Operations - Continued
decreased from 69% to 39% as a result of the capital contributions by NTS-
Properties IV and NTS-Properties VII, Ltd. The respective percentage
interests of NTS-Properties IV and NTS-Properties VII, Ltd. in the Joint
Venture subsequent to these capital contributions are 30% and 31%.
On January 23, 1995, a new joint venture known as Lakeshore/University II
Joint Venture (L/U II Joint Venture) was formed among the Partnership, NTS-
Properties IV, NTS-Properties V and NTS/Fort Lauderdale, Ltd., affiliates
of the general partner of the Partnership, for purposes of owning Lakeshore
Business Center Phases I and II, University Business Center Phase II and
certain undeveloped tracts of land adjacent to the Lakeshore Business Center
development. The table below identifies which properties were contributed
to the L/U II Joint Venture and the respective owners of such properties
prior to the formation of the joint venture.
Property Contributing Owner
Lakeshore Business Center Phase I NTS-Properties IV and NTS-
Properties V
Lakeshore Business Center Phase II NTS-Properties Plus Ltd.
Undeveloped land adjacent to the NTS-Properties Plus Ltd.
Lakeshore Business Center development
(known as Lakeshore III and outparcel
building sites)
Undeveloped land adjacent to the NTS/Fort Lauderdale, Ltd.
Lakeshore Business Center development
(known as Tract 12)
University Business Center Phase II NTS-Properties V and NTS-Properties
Plus Ltd.
Each of the properties were contributed to the L/U II Joint Venture subject
to existing indebtedness, except for Lakeshore Business Center Phase I which
was contributed to the joint venture free and clear of any mortgage liens,
and all such indebtedness was assumed by the joint venture. Mortgages have
been recorded on Lakeshore Business Center Phase I in the amount of
$5,500,000, and on University Business Center Phase II in the amount of
$3,000,000, in favor of the banks which held the indebtedness on University
Business Center Phase II, Lakeshore Business Center Phase II and the
undeveloped tracts of land prior to the formation of the joint venture. In
addition to the above, NTS-Properties IV contributed $750,000 to the L/U II
Joint Venture. As a result of the valuation of the properties contributed
to the L/U II Joint Venture, the Partnership obtained a 12% partnership
interest in the joint venture.
The general partner of the Partnership believes that the results of
operations for the three months and nine months ended September 30, 1995 and
1994 are not comparable and therefore, a discussion comparing the results
of operations is not included due to the fact that the Partnership's
ownership interest in the Blankenbaker Business Center Joint Venture changed
from 69% to 39% on August 16, 1994 as a result of capital contributions made
by affiliates of the general partner of the Partnership (as discussed on
pages 11 and 12). Comparisons of the results of operations between the 1995
and 1994 three month and nine month periods are also difficult because of
the Partnership's investment in the L/U II Joint Venture (as discussed
above). These changes in the Partnership's investments are permanent
changes and will effect future results of operations.
<PAGE>
Liquidity and Capital Resources
Cash (used in) provided by operations was $(277,681) and $341,958 for the
nine months ended September 30, 1995 and 1994, respectively. The
Partnership has not made any cash distributions since the quarter ended June
30, 1991. Distributions will be resumed once the Partnership has
established adequate cash reserves and is generating cash from operations
which, in management's opinion, is sufficient to warrant future
distributions. The primary source of future liquidity and distributions is
expected to be derived from cash generated by the Partnership's properties
after adequate cash reserves are established for future leasing and tenant
finish costs.
As of September 30, 1995, the L/U II Joint Venture had notes payable to
banks in the following amounts: $9,213,000, $5,749,000, $1,243,000,
$468,333 and $340,000. The notes are a liability of the joint venture in
accordance with the Joint Venture Agreement. The Partnership's
proportionate interest in the notes at September 30, 1995 was $1,158,075,
$722,649, $156,245, $58,869 and $42,738, respectively. As part of the loan
agreements with the banks, the Joint Venture is required to place in escrow
funds for capital expenditures, leasing commissions and tenant improvements
at the properties owned by the Joint Venture. During the term of the loans,
the Joint Venture is required to fund a total of $200,000 to the escrow
account. As of September 30, 1995, approximately $87,000 remains to be
escrowed of which the Partnership's proportionate share is $11,000. The
notes bear interest at a fixed rate of 10.6%, are due January 31, 1998 and
are secured by the assets of the joint venture. Principal payments required
on the $9,213,000, $5,749,000 and $1,243,000 notes are as follows:
a) 12 monthly payments of $3,000 each, the first which was due at
closing. The second through 12th payments are due on the first
day of February through December 1995.
b) 12 monthly payments of $12,000 each, commencing on January 1,
1996 through December 1, 1996.
c) 13 monthly payments of $15,000 each, commencing on January 1,
1997 through January 1, 1998.
d) Balloon payment due at maturity on January 31, 1998.
As of September 30, 1995, the Blankenbaker Business Center Joint Venture had
a mortgage payable with an insurance company (obtained November 1994) in the
amount of $4,571,876. The mortgage is recorded as a liability of the Joint
Venture and is secured by the assets of the Joint Venture. The
Partnership's proportionate interest in the mortgage at September 30, 1995
is $1,764,744. The mortgage bears interest at a fixed rate of 8.5% and is
due November 15, 2005. Currently monthly principal payments are based upon
an 11-year amortization schedule. At maturity, the mortgage will have been
repaid based on the current rate of amortization.
The majority of the Partnership's cash flow is derived from operating
activities. Cash flows used in investing activities include tenant finish
improvements. Changes to current tenant finish improvements are a typical
part of any lease negotiation. Improvements generally include a revision
to the current floor plan to accommodate a tenant's needs, new carpeting and
paint and/or wallcovering. The extent and cost of these improvements are
determined by the size of the space and whether the improvements are for a
new tenant or incurred because of a lease renewal. Cash flows provided by
(used in) investing activities also include an increase (decrease) in
construction payables. Cash flows used in investing activities were funded
by operating activities and capital contributions as discussed on pages 11
and 12. Cash flows provided by investing activities during the nine months
<PAGE>
Liquidity and Capital Resources - Continued
ended September 30, 1994 were the result of a release from the funds
escrowed for tenant finish improvements at Lakeshore Business Center Phase
II. Cash flows provided by investing activities in 1995 were the result of
a release from the funds escrowed for tenant finish improvements at
Lakeshore Business Center Phase II and a release from the funds escrowed for
capital expenditures, leasing commissions and tenant finish improvements at
the properties owned by the L/U II Joint Venture partially offset by
deposits made to the L/U II Joint Venture escrow as required by the loan
agreements (discussed on page 13). Cash flows used in financing activities
are for loan costs and principal payments on mortgage and notes payable.
Cash flows provided by investing activities are derived from increases in
the Blankenbaker Business Center Joint Venture's debt level. The capital
contribution by a joint venture partner represents the Partnership's
interest in the L/U II Joint Venture's (1995) and Blankenbaker Business
Center Joint Venture's (1994) increase in cash which resulted from a capital
contribution. The Partnership utilizes the proportionate consolidation
method of accounting for joint venture properties. The Partnership's
interest in the joint venture's assets, liabilities, revenues, expenses and
cash flows are combined on a line-by-line basis with the Partnership's own
assets, liabilities, revenues, expenses and cash flows. The Partnership
does not expect any material change in the mix and relative cost of capital
resources except that which is discussed in the following paragraph.
In the next 12 months, the demand on future liquidity will increase as a
result of cash requirements connected with the required principal payments
of the L/U II Joint Venture's notes payable (as discussed on page 13) and
as a result of the Blankenbaker Business Center Joint Venture's permanent
financing obtained November 1994 (see page 13). The Partnership also
expects the demand on future liquidity to increase as a result of future
leasing activity at Lakeshore Business Center Phases I and II. At this
time, the future leasing and tenant finish costs which will be required to
renew the current leases or obtain new tenants are unknown. It is
anticipated that the cash flow from operations, cash reserves and the escrow
funds as discussed on page 13 will be sufficient to meet the needs of the
Partnership.
Due to the fact that no distributions were made for the nine months ended
September 30, 1995 and 1994, the table which presents that portion of the
distribution that represents a return of capital on a Generally Accepted
Accounting Principle basis has been omitted.
Currently, the Partnership's plans for renovations and other major capital
expenditures include tenant improvements at the Partnership's properties as
required by lease negotiations. Changes to current tenant finish
improvements are a typical part of any lease negotiation. Improvements
generally include a revision to the current floor plan to accommodate a
tenant's needs, new carpeting and paint and/or wallcovering. The extent and
cost of the improvements are determined by the size of the space being
leased and whether the improvements are for a new tenant or incurred because
of a lease renewal. The tenant finish improvements will be funded by cash
flow from operations, cash reserves and the escrow funds discussed on page
13.
As of September 30, 1995, the L/U II Joint Venture had commitments for
approximately $321,000 of tenant finish improvements and leasing costs. The
commitments are the result of two new leases and three lease renewals. The
square footage of these leases range from approximately 2,000 square feet
to approximately 8,000 square feet, with lease terms ranging from three to
<PAGE>
Liquidity and Capital Resources - Continued
five years. The Partnership's proportionate share of these commitments is
approximately $40,000 or 12%. As of September 30, 1995, approximately
$89,000 had been incurred toward these commitments, of which the
Partnership's proportionate share is approximately $11,000 or 12%. The
Partnership had no other material commitments for renovations or capital
improvements at September 30, 1995.
The L/U II Joint Venture owns approximately 6 acres of land adjacent to the
Lakeshore Business Center development in Ft. Lauderdale, Florida. The
Partnership's proportionate interest at September 30, 1995 in the land held
for development is approximately $97,000. The Joint Venture intends to hold
the property until the market for undeveloped land improves in the Ft.
Lauderdale, Florida area.
Historically, extremely weak economic conditions in Ft. Lauderdale, Florida
caused low occupancy levels at Lakeshore Business Center Phases I and II.
In an effort to continue to improve the occupancy at the business center,
the Partnership has an on-site leasing agent, an employee of NTS Development
Company, an affiliate of the general partner of the Partnership, who makes
calls to potential tenants, negotiates lease renewals with current tenants
and manages local advertising with the assistance of NTS Development
Company's marketing staff.
Leases at the Partnership's properties provide for tenants to contribute
toward the payment of common area expenses, insurance and real estate taxes.
Leases at the Partnership's properties also provide for rent escalations
which are based upon increases in the consumer price index. These lease
provisions should protect the Partnership's operations from the impact of
inflation and changing prices.
<PAGE>
PART II. OTHER INFORMATION
l. Legal Proceedings
None
2. Changes in Securities
None
3. Defaults upon Senior Securities
None
4. Submission of Matters to a Vote of Security Holders
None
5. Other Information
None
6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K:
There were no Form 8-K reports filed for the three months
ended September 30, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, NTS-Properties Plus Ltd. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
NTS-PROPERTIES PLUS LTD.
(Registrant)
By: NTS-Properties Plus Associates
By: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
John W. Hampton
Senior Vice President
Date: November 10, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF SEPTEMBER 30, 1995 AND FROM THE STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 117,942
<SECURITIES> 0
<RECEIVABLES> 120,774
<ALLOWANCES> 5,692
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 1,275,625
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 1,833,589
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 3,903,320
<COMMON> 0
0
0
<OTHER-SE> (2,320,940)
<TOTAL-LIABILITY-AND-EQUITY> 1,833,589
<SALES> 748,653
<TOTAL-REVENUES> 753,133
<CGS> 0
<TOTAL-COSTS> 576,331
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,259
<INTEREST-EXPENSE> 412,084
<INCOME-PRETAX> (356,244)
<INCOME-TAX> 0
<INCOME-CONTINUING> (356,244)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (356,244)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>THE PARTNERSHIP HAS AN UNCLASSIFIED BALANCE SHEET; THEREFORE, THE VALUE
IS $0.
<F2>THIS INFORMATION IS NOT DISCLOSED IN THE PARTNERSHIP'S FORM 10-Q FILING.
</FN>
</TABLE>
