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 0-18952
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
<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 Plus Ltd.
------------------------
(Registrant)
By: NTS-Properties Plus Associates,
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 PLUS, LTD.
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 $ 51,231 $ 325,290 (4a) $ 376,521
Cash and equivalents - restricted 87,802 (12,360) (4b) 75,442
Accounts receivable 15,308 (2,676) (4c) 12,632
Land, buildings and amenities, net 939,213 (546,588) (4c) 392,625
Asset held for sale 96,949 -- 96,949
Deferred leasing commissions, net 117,067 (5,910) (4c) 111,157
Other assets 73,329 (12,866) (4c) 60,463
------------ ------------ ------------
$ 1,380,899 $ (255,110) $ 1,125,789
============ ============ ============
LIABILITIES AND PARTNERS' EQUITY
Mortgages and note payable $ 3,681,970 $ (644,699) (4d) $ 3,037,271
Accounts payable 123,296 -- 123,296
Security deposits 17,719 (3,292) (4c) 14,427
Other liabilities 105,407 (13,250) (4c) 92,157
------------ ------------- ----------
3,928,392 (661,241) 3,267,151
Commitments and Contingencies
Partners' equity (2,547,493) 406,131 (4e) (2,141,362)
------------ ------------- ------------
$ 1,380,899 $ (255,110) $ 1,125,789
============ ============ ===========
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
<TABLE>
NTS-PROPERTIES PLUS, LTD.
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 $ 675,062 $ (95,997) $ 579,065
Interest and other income 2,429 (246) 2,183
----------- ---------- ----------
677,491 (96,243) 581,248
EXPENSES:
Operating expenses 97,557 (6,854) 90,703
Operating expenses -
affiliated 48,243 (9,381) 38,862
Interest expense 236,281 (40,214)(4g) 196,067
Management fees 41,698 (5,983) 35,715
Real estate taxes 57,149 (10,064) 47,085
Professional and administrative
expenses 36,668 -- 36,668
Professional and administrative
expenses - affiliated 35,796 -- 35,796
Depreciation and amortization 77,603 (34,669) 42,934
----------- ---------- ----------
630,995 (107,165) 523,830
----------- ---------- ----------
Net income before extraordinary item $ 446,496 $ 10,922 $ 57,418
=========== ========== ==========
Net income allocated to the
limited partners before extraordinary item $ 46,031 $ 10,813 $ 56,844
=========== ========== ==========
Net income per limited
partnership unit before extraordinary item $ .07 $ .02 $ .09
=========== ========== ==========
Weighted average number of Units 661,113 661,113
=========== ==========
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
NTS-PROPERTIES PLUS, LTD.
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 Plus Ltd. ("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 a 12% 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) secured by these
properties. The Partnership will use the remainder of the proceeds
from this sale for Partnership liabilities and expenses.
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.
<PAGE>
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 deferred leasing commissions represents the
write-off of unamortized leasing commissions which are
amortized on a straightline basis over the applicable lease
term. The adjustment to other assets represents the
writeoff of unamortized loan costs which are amortized on a
straightline basis over the term of the loan. 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 PLUS, LTD.
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 $ 826,343 $(104,401) $ 721,942
Interest and other income 1,635 (199) 1,436
--------- --------- ---------
827,978 (104,600) 723,378
EXPENSES:
Operating expenses 147,540 (20,786) 126,754
Operating expenses -
affiliated 57,172 (10,494) 46,678
Amortization of capitalized
leasing costs 2,485 -- 2,485
Interest expense 303,763 (56,334)(4b) 247,429
Management fees 52,430 (8,196) 44,234
Real estate taxes 82,504 (13,480) 69,024
Professional and administrative
expenses 49,139 -- 49,139
Professional and administrative
expenses - affiliated 51,513 -- 51,513
Depreciation and amortization 158,866 (70,997) 87,869
--------- --------- ---------
905,412 (180,287) 725,125
--------- --------- ---------
Net (loss) income before
extraordinary item $ (77,434) $ 75,687 $ (1,747)
========= ========= =========
Net (loss) income allocated to
the limited partners before
extraordinary item $ (76,660) $ 74,930 $ (1,730)
========= ========= =========
Net (loss) income per limited
partnership unit before
extraordinary item $ (0.12) $ 0.12 $ --
========= ========= =========
Weighted average number of Units 666,248 666,248
========= =========
</TABLE>
See notes and assumptions to unaudited pro forma financial statements.
<PAGE>
NTS-PROPERTIES PLUS, LTD.
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 a 12%
interest. Portions of the proceeds from this sale were immediately used
to pay the remainder of the outstanding debt (including interest and
prepayment penalties) secured by these properties. The Partnership will
use the remainder of the proceeds from this sale for Partnership
liabilities and expenses.
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.
2. 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.
