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) May 28, 1999
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
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Unaudited Pro Forma Condensed Balance Sheet - March 31, 1999 4
Notes to Pro Forma Condensed Balance Sheet 5
Pro Forma Condensed Statement of Operations - Year ended December 31, 1998 6
Pro Forma Condensed Statement of Operations - Three Months ended March 31, 1999 7
Notes to Pro Forma Condensed Statement of Operations 8
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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 Fiddlers Creek
Apartments. The Pro Forma Balance Sheet gives effect to the disposition as
though it had occurred on March 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, 1998.
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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LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Unaudited Pro Forma Condensed Balance Sheet
Historical Pro Forma Pro Forma
March 31, 1999 Adjustments March 31, 1999
-------------- ----------- --------------
Assets
Current assets:
Cash and cash equivalents $ 55,082 $ 483,451 (1) $ 138,423
(8,000) (1)
(392,110) (2)
Notes and accrued interest receivable, current
maturities 163,258 (33,578) (1) 129,680
------------ ----------- ------------
Total current assets 218,340 49,763 268,103
Investments in local limited partnerships 2,058,950 (497,899) (1) 1,561,051
------------ ----------- ------------
Total assets $ 2,277,290 $ (448,136) $ 1,829,154
============ =========== ============
Liabilities and Partners' Deficit
Current liabilities:
Purchase Money Notes, current maturities $ 13,851,916 $ 2,567,298 (1) $ 11,284,618
Accounts payable to affiliates 197,771 197,771
Accounts payable 3,247 3,247
Accrued expenses 16,500 16,500
Accrued interest payable 260,781 70,825 (1) 189,956
------------ ----------- ------------
Total current liabilities 14,330,215 2,638,123 11,692,092
Purchase Money Notes, net of current maturities 1,037,683 1,037,683
------------ ----------- ------------
Total liabilities 15,367,898 2,638,123 12,729,775
Contingencies -- --
Partners' deficit:
General partners:
Capital contributions 4,202 4,202
Capital distributions (72) (72)
Accumulated loses (231,625) (231,625)
------------ ----------- ------------
(227,495) (227,495)
Limited partners (21,566 units at March 31, 1999):
Capital contributions (net of offering costs of
$1,134,440) 9,649,520 9,649,520
Capital distributions (7,122) 392,110 (2) (399,232)
Accumulated losses (22,505,511) (2,582,097) (1) (19,923,414)
------------ ----------- ------------
(12,863,113) (2,189,987) (10,673,126)
Total partners' deficit (13,090,608) (2,189,987) (10,900,621)
Total liabilities and partners' deficit $ 2,277,290 $ 448,136 $ 1,829,154
============ =========== ============
<FN>
See accompanying notes.
</FN>
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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 Fiddlers Creek Apartments. A description of
the pro forma adjustments is as follows:
(1) To record the gain on sale of the Fiddlers Creek investment, as follows:
Cash received $ 483,451
Liability for Purchase Money Notes, current maturities, assumed by purchaser 2,567,298
Liability for accrued interest payable assumed by purchaser 70,825
Less: Investment in local limited partnership interest sold (497,899)
Less: partial transfer of the Partnership's notes and accrued interest receivable
from Linden Park Associates Limited Partnership paid as consulting fees due in
connection with the disposition (33,578)
Less: legal fees (8,000)
----------
Gain on sale of investment in Fiddlers Creek Apartments $2,582,097
==========
(2) To record amounts distributable to, or for the benefit of the holders
of limited partnership units, as follows:
Amount distributable to limited partners $ 392,110
North Carolina withholding taxes on amount distributable 242,110
----------
Net cash distribution to limited partners $ 150,000
==========
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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, 1998 Adjustments December 31, 1998
---------------------------------------------------------
Interest income $ 36,347 $ 25 (2) $ 36,372
Expenses:
Interest expense 2,672,560 (466,940) (3) 2,205,660
General and administrative expense 143,677 143,677
------------ ----------- ------------
Total expenses 2,816,237 (466,940) 2,349,297
Loss before equity in local limited partnership
operations (2,779,890) 466,964 (2,312,926)
Equity in income of local limited partnership
investments 224,229 (132,181) (1) 92,048
------------ ----------- ------------
Net loss before extraordinary items (2,555,661) 334,783 (2,220,878)
Extraordinary items:
Gain on sale of investment in Fiddlers Creek
Apartments 2,669,806 (4) 2,669,806
------------ ----------- ------------
Net income $ (2,555,661) $ 3,004,589 $ 448,928
============ ============
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 $ (117.32) $ (101.95)
============ ============
Basic Net Income/(Loss) per Limited Partnership Unit $ (117.32) $ 20.61
============ ============
<FN>
See accompanying notes.
</FN>
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LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Pro Forma Condensed Statement of Operations
Historical Pro Forma
for the three for the three
months ended Pro Forma months ended
March 31, 1999 Adjustments March 31, 1999
------------------------------------------------------
Interest income $ 12,967 $ 6 (2) $ 12,973
Expenses:
Interest expense 748,937 (129,122) (3) 619,815
General and administrative expense 31,545 31,545
------------ ----------- ------------
Total expenses 780,482 (129,122) 651,360
Loss before equity in local limited partnership
operations (767,515) 129,128 (638,387)
Equity in income of local limited partnership
investments 15,625 (18,219) (1) (2,594)
------------ ----------- ------------
Net loss before extraordinary items (751,890) 110,909 (640,981)
Extraordinary items:
Gain on sale of investment in Fiddlers Creek
Apartments 2,669,806 (4) 2,669,806
------------ ----------- ------------
Net income $ (751,890) $ 2,780,715 $ 2,028,825
============ ============
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 $ (34.52) $ (29.42)
============ ============
Basic Net Income/(Loss) per Limited Partnership Unit $ (34.52) $ 93.13
============ ============
<FN>
See accompanying notes.
</FN>
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LIBERTY HOUSING PARTNERS LIMITED PARTNERSHIP
Notes to Pro Forma Condensed Statements of Operations
Year ended Three months ended
December 31, 1998 March 31, 1999
------------------- -------------------
Pro forma adjustments include adjustments necessary to reflect the disposition
of the Partnership's investment in Fiddlers Creek Apartments. A description of
the pro forma adjustments is as follows:
(1) To reverse income and distributions from Fiddlers Creek Apartments, as
follows:
Equity in income of Fiddlers Creek Apartments $ 132,181 $ 18,219
(2) To reverse interest income and discount amortization on the portion of
the Linden Park Apartments notes receivable which was payable as
consulting fees in connection with the disposition , as follows:
Discount amortization $ 2,221 $ 555
Less: Interest income 2,196 549
--------------- -------------
Notes and accrued interest receivable, current maturities $ 25 $ 6
=============== =============
(3) To reverse interest expense and discount amortization on the related
Purchase Money Notes, as follows:
Interest expense $ 157,500 $ 39,375
Discount amortization 309,440 89,747
--------------- -------------
Purchase Money Notes, current maturities $ 466,940 $ 129,122
=============== =============
(4) To record the gain on disposition of the investment in Fiddlers Creek
Apartments, as follows:
Cash received $ 483,451 $ 483,451
Liability for Purchase Money Notes, current maturities assumed
by purchaser 2,509,002 2,509,002
Liability for accrued interest payable assumed by purchaser 70,825 70,825
Less: investment in Fiddlers Creek Apartments (351,894) (351,894)
Less: partial transfer of the Partnership's notes and accrued
interest receivable from Linden Park Associates Limited Partnership
in payment of consulting fees paid in connection with the disposition (33,578) (33,578)
Less: legal fees (8,000) (8,000)
============== ==============
$ (2,669,806) $ (2,669,806)
============== ==============
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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: August 5, 1999
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