NTS PROPERTIES IV
10-Q, 1996-08-14
REAL ESTATE
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<PAGE>



                                  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                    June 30, 1996

                                       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                   0-11655

                                NTS-PROPERTIES IV
             (Exact name of registrant as specified in its charter)

              Kentucky                                  61-1026356
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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 (1) 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     


Exhibit Index:    See page 19
Total Pages:      20


<PAGE>



                                TABLE OF CONTENTS

                                                                          Pages

                                     PART I

Item 1.  Financial Statements

         Balance Sheets and Statement of Partners' Equity
           As of June 30, 1996 and December 31, 1995                          3

         Statements of Operations
           For the three months and six months ended
           June 30, 1996 and 1995                                             4

         Statements of Cash Flows
           For the three months and six months ended
           June 30, 1996 and 1995                                             5

         Notes to Financial Statements                                      6-8

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                             9-18

                                     PART II

1.       Legal Proceedings                                                   19
2.       Changes in Securities                                               19
3.       Defaults upon Senior Securities                                     19
4.       Submission of Matters to a Vote of Security Holders                 19
5.       Other Information                                                   19
6.       Exhibits and Reports on Form 8-K                                    19

Signatures                                                                   20

                                       -2-

<PAGE>

<TABLE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                NTS-PROPERTIES IV

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
<CAPTION>


                                                         As of         As of
                                                    June 30, 1996 December 31, 1995*
                                                    ------------- ------------------


ASSETS
<S>                                                <C>              <C>         
   Cash and equivalents                            $      139,776   $    276,610
   Cash and equivalents - restricted                      161,822         61,308
   Investment securities                                     --          404,587
   Accounts receivable, net of
     allowance for doubtful accounts of
     $13,917 (1996) and $15,854 (1995)                    554,209        431,772
   Land, buildings and amenities, net                  14,186,038     14,617,818
   Land held for development                              297,251        297,251
   Other assets                                           595,367        556,442
                                                   --------------   ------------                  
                                                   $   15,934,463   $ 16,645,788
                                                   ==============   ============
                                                   
                                                                        
LIABILITIES AND PARTNERS' EQUITY
   Mortgages and notes payable                     $   11,369,118   $ 11,592,641
   Accounts payable - operations                          166,721        212,597
   Accounts payable - construction                           --           36,167
   Distributions payable                                   83,985         90,136
   Security deposits                                       83,893         83,995
   Other liabilities                                      122,290         17,303
                                                   --------------   ------------
                                                       11,826,007     12,032,839

   Partners' equity                                     4,108,456      4,612,949
                                                   --------------   ------------
                                                                       
                                                   $   15,934,463   $ 16,645,788
                                                   ==============   ============

</TABLE>
<TABLE>

<CAPTION>

                                           Limited              General
                                           Partners             Partner           Total               
                                           --------             -------           -----               
<S>                                    <C>                   <C>              <C>            
PARTNERS' EQUITY                                                   
Capital contributions, net of
  offering costs                       $    25,834,899       $   --           $ 25,834,899
Net income - prior years                       382,819            3,868            386,687
Net loss - current year                        (29,371)            (297)           (29,668)
Cash distributions declared to
  date                                     (21,532,062)        (217,705)       (21,749,767)
Repurchase of limited partnership
  units                                       (333,695)          --               (333,695)
                                       ---------------       ----------       ------------            
Balances at June 30, 1996              $     4,322,590       $ (214,134)      $  4,108,456      
                                       ===============       ==========       ============      
                                   
                                                             
<FN>

*  Reference is made to the audited financial statements in the Form 10-K as
   filed with the Commission on March 29, 1996.
</FN>
</TABLE>

                                       -3-

<PAGE>

<TABLE>


                                NTS-PROPERTIES IV

                            STATEMENTS OF OPERATIONS

<CAPTION>


                                                                Three Months Ended             Six Months Ended
                                                                     June 30,                       June 30,
                                                                     --------                       --------
                                                               1996            1995           1996           1995
                                                               ----            ----           ----           ----
<S>                                                      <C>              <C>             <C>            <C>         
REVENUES:
  Rental income, net of provision
    for doubtful accounts of $0
    (1996) and $6,736 (1995)                             $      887,816   $    796,988    $ 1,752,030    $ 1,560,666
  Interest and other income                                       3,621         14,295         13,347         29,223
                                                         --------------   ------------    -----------    ----------- 
                                                                891,437        811,283      1,765,377      1,589,889

EXPENSES:
  Operating expenses                                            150,562        130,337        306,616        263,634
  Operating expenses - affiliated                                91,940        102,154        189,070        210,373
  Write-off of unamortized
     building costs                                               6,871           --            6,871           --
  Amortization of capitalized
     leasing costs                                                5,377          7,005         10,447         13,282
  Interest expense                                              244,227        252,468        488,551        478,006
  Management fees                                                51,011         45,668        100,183         89,069
  Real estate taxes                                              55,227         55,626        110,169        106,589
  Professional and administrative
     expenses                                                    23,958         28,929         46,391         66,177
  Professional and administrative
     expenses - affiliated                                       31,164         35,185         74,148         70,142
  Depreciation and amortization                                 231,875        234,911        462,599        466,114
                                                         --------------   ------------    -----------    ----------- 
                                                                892,212        892,283      1,795,045      1,763,386
                                                         --------------   ------------    -----------    -----------
Net loss                                                 $         (775)  $    (81,000)   $   (29,668)   $  (173,497)
                                                         ==============   ============    ===========    =========== 
                                                         

Net loss allocated to the
  limited partners                                       $         (767)  $    (80,190)   $   (29,371)   $  (171,762)
                                                         ==============   ============    ===========    =========== 

Net loss per limited partnership
   unit                                                  $         (.03)  $      (2.70)   $     (1.02)   $     (5.77)
                                                         ==============   ============    ===========    =========== 


Weighted average number of units                                 28,110         29,745         28,834         29,745
                                                         ==============   ============    ===========    =========== 

</TABLE>


                                       -4-

<PAGE>

<TABLE>


                                NTS-PROPERTIES IV

                            STATEMENTS OF CASH FLOWS

<CAPTION>

                                                               Three Months Ended                     Six Months Ended
                                                                    June 30,                              June 30,
                                                                    --------                              --------
                                                            1996               1995               1996                1995
                                                            ----               ----               ----                ----
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                              
<S>                                                   <C>                <C>                 <C>                <C>         
Net loss                                              $       (775)      $    (81,000)       $   (29,668)       $  (173,497)
Adjustments to reconcile net loss to net
 cash provided by operating activities:
      Accrued interest on investment
        securities                                            --                 --                3,642               --
      Provision for doubtful accounts                         --                4,346               --                6,736
      Write-off of unamortized building
        costs                                                6,871               --                6,871               --
      Amortization of capitalized leasing
        costs                                                5,377              7,005             10,447             13,282
      Depreciation and amortization                        231,875            234,911            462,599            466,114
      Changes in assets and liabilities:
        Cash and equivalents - restricted                  (52,620)           (53,108)          (102,963)           (90,761)
        Accounts receivable                               (129,401)             5,586           (122,437)           201,682
        Other assets                                         9,406             22,322            (22,642)             6,843
        Accounts payable - operations                      (24,524)           (33,328)           (45,876)           (14,374)
        Security deposits                                      213              1,009               (102)            (3,232)
        Other liabilities                                   50,878             48,395            104,990             14,584
                                                       -----------        -----------        -----------        -----------
   Net cash provided by operating
      activities
                                                            97,300            156,138            264,861            427,377
                                                       -----------        -----------        -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
  amenities                                                (12,440)           (36,870)           (59,104)          (203,828)
Increase in cash and equivalents -
  restricted                                                  --                 --                 --              (20,300)
Decrease in cash and equivalents -
  restricted                                                  --                 --                2,450               --
Maturity of investment securities                             --                 --              400,945               --
                                                       -----------        -----------        -----------        -----------
   Net cash provided by (used in)
      investing activities                                 (12,440)           (36,870)           344,291           (224,128)
                                                       -----------        -----------        -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and notes
  payable                                                 (112,180)           (90,457)          (223,523)          (169,080)
Capital contribution to a joint venture                       --                 --                 --             (616,125)
Cash distributions                                         (86,342)           (90,136)          (176,478)          (931,409)
Additions to loan costs                                    (33,612)            (1,016)           (41,485)           (25,852)
Repurchase of limited partnership units                   (116,700)              --             (304,500)              --
Decrease in cash and equivalents -
  restricted                                                37,200               --                 --                 --
                                                       -----------        -----------        -----------        -----------
   Net cash used in financing activities                  (311,634)          (181,609)          (745,986)        (1,742,466)
                                                       -----------        -----------        -----------        -----------
   Net decrease in cash and equivalents                   (226,774)           (62,341)          (136,834)        (1,539,217)

CASH AND EQUIVALENTS, beginning of period                  366,550            929,098            276,610          2,405,974
                                                       -----------        -----------        -----------        -----------
CASH AND EQUIVALENTS, end of period                    $   139,776        $   866,757        $   139,776        $   866,757
                                                       ===========        ===========        ===========        ===========
                                                       
Interest paid on a cash basis                          $   245,487        $   253,900        $   492,560        $   477,638
                                                       ===========        ===========        ===========        ===========

</TABLE>

                                       -5-

<PAGE>



                                NTS-PROPERTIES IV

                          NOTES TO FINANCIAL STATEMENTS


The financial  statements included herein should be read in conjunction with the
Partnership's  1995 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 six months ended June 30, 1996 and 1995.

1.   Cash and Equivalents - Restricted
- --------------------------------------

     Cash  and  equivalents  -  restricted   represent  1)  funds  received  for
     residential  security  deposits,  2) funds  which have been  escrowed  with
     mortgage  companies for property taxes and insurance in accordance with the
     loan  agreements  and 3) funds which the  Partnership  has reserved for the
     repurchase  of limited  partnership  units  pursuant to Section 16.4 of the
     Partnership's Amended and Restated Agreement of Limited Partnership.

     Cash and equivalents - restricted at December 31, 1995 also included escrow
     funds  which  were  to  be  released  as  capital   expenditures,   leasing
     commissions and tenant  improvements  were incurred at the properties owned
     by the  Lakeshore/University  II Joint Venture. In 1996, these escrow funds
     were released.

2.   Interest Repurchase Reserve
- --------------------------------

     On February 1, 1996, the  Partnership  established  an Interest  Repurchase
     Reserve  in  the  amount  of  $297,450  pursuant  to  Section  16.4  of the
     Partnership's Amended and Restated Agreement of Limited Partnership.  Under
     Section 16.4,  limited  partners may request the  Partnership to repurchase
     their respective  interests (Units) in the Partnership.  With this Interest
     Repurchase Reserve,  the Partnership will be able to repurchase up to 1,983
     Units at a price of $150 per Unit.  The  Partnership  notified  the limited
     partners  by letter  dated  February  1, 1996 of the  establishment  of the
     Interest  Repurchase  Reserve  and the  opportunity  to  request  that  the
     Partnership repurchase Units at the established price.

     On May 24, 1996, the  Partnership  elected to fund an additional  amount of
     $277,620  to its  Interest  Repurchase  Reserve.  With  this  funding,  the
     Partnership  will be able to purchase an additional  1,850 Units at a price
     of $150 per Unit. As of June 30, 1996,  2,030 Units have been  repurchased.
     Repurchased Units are being retired by the Partnership, thus increasing the
     share of ownership of each remaining investor.

3.   New Accounting Pronouncement
- ---------------------------------

     In March 1995, the Financial  Accounting  Standards Board issued  Statement
     No. 121 (the  "Statement")  on accounting  for the impairment of long-lived
     assets, certain identifiable intangibles, and goodwill related to assets to
     be held and used. The Statement also establishes  accounting  standards for
     long-lived assets and certain  identifiable  intangibles to be disposed of.
     The Partnership adopted the Statement as of January 1, 1996 as required. No
     adjustments were required.






                                       -6-

<PAGE>



4.   Mortgages and Notes Payable
- --------------------------------

     Mortgages and notes payable consist of the following:


                                                        June 30,    December 31,
                                                          1996         1995
                                                          ----         ----
     Mortgage payable with an insurance company          
     bearing interest at a fixed rate of 8.8%,
     due October 1, 2004, secured by land and
     building
                                                      $  2,574,800   $ 2,677,397

     Mortgage  payable with an insurance company
     bearing interest at a fixed rate of 7%, due
     December 5, 2003, secured by land, buildings
     and amenities                                       2,028,294     2,043,653

     Mortgage  payable with an insurance company 
     bearing interest at a fixed rate of 7%, due 
     December 5, 2003, secured by land, buildings
     and amenities                                       1,931,708     1,946,336

     Mortgage  payable with an insurance company 
     bearing interest at a fixed rate of 8.5%, due 
     November 15, 2005, secured by land and
     building                                            1,309,182     1,353,672

     Mortgage  payable with an insurance company
     bearing interest at a fixed rate of 7.5%, due 
     December 5, 2003, secured by land,
     buildings and amenities                               332,890       337,832

     Mortgage  payable with an insurance company 
     bearing interest at a fixed rate of 7.5%, due 
     December 5, 2003, secured by land,
     buildings and amenities                               198,740       201,691

     Note payable to a bank bearing interest at a
     fixed rate of 10.6%, due January 31, 1998,
     secured by land and building                        1,630,062     1,642,914

     Note payable to a bank bearing interest at a
     fixed rate of 10.6%, due January 31, 1998,
     secured by land and building                        1,011,738     1,024,590

     Note payable to a bank bearing interest at a
     fixed rate of 10.6%, due January 31, 1998,
     secured by land                                       207,417       220,269

     Note payable to a bank bearing interest at a
     fixed rate of 10.6%, due January 31, 1998,
     secured by land                                        83,597        83,597

     Note payable to a bank bearing interest at a
     fixed rate of 10.6%, due January 31, 1998,
     secured by land                                        60,690        60,690
                                                      ------------  ------------
                                                      $ 11,369,118  $ 11,592,641
                                                      ============  ============
                                                      

     Based on the borrowing  rates  currently  available to the  Partnership for
     mortgages with similar terms and average maturities, the fair value of long
     term debt is approximately $13,400,000.

                                       -7-

<PAGE>



4.   Mortgages and Notes Payable - Continued
- --------------------------------------------

     Subsequent to June 30, 1996, the  Lakeshore/University II Joint Venture, of
     which the Partnership  owns an 18% interest,  obtained three mortgage loans
     from an insurance company totalling $17,400,000 ($6,025,000, $5,775,000 and
     $5,600,000). The mortgages bear interest at a fixed rate of 8.125%, are due
     August 1, 2008 and are  secured  by the  assets of the Joint  Venture.  The
     repayment of principal will be amortized  over 12 years.  The proceeds from
     the loans were used to pay off the Joint Venture's  current debt financings
     of approximately $16.8 million which bore interest at a fixed rate of 10.6%
     and fund loan closing costs of approximately  $280,000.  The  Partnership's
     proportionate  interest in the notes which were paid off was  approximately
     $3,000,000  or 18%.  The  remaining  proceeds  will  be used to fund  Joint
     Venture tenant finish improvements and leasing costs.

5.   Related Party Transactions
- -------------------------------

     Property  management  fees of $100,183 and $89,069 for the six months ended
     June 30, 1996 and 1995, respectively, were paid to NTS Development Company,
     an affiliate of the General Partner of the Partnership. The fee is equal to
     5% of the gross  revenues from  residential  properties and 6% of the gross
     revenues  from  commercial  properties  pursuant to an  agreement  with the
     Partnership.  Also, 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
     $1,479  and $3,440 as a repair  and  maintenance  fee during the six months
     ended June 30, 1996 and 1995,  respectively,  and has capitalized this cost
     as a 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 six months ended
     June 30,  1996 and  1995.  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 other assets or as land, buildings and amenities.


                                              1996           1995
                                              ----           ----
                                                                       
            Administrative               $    96,538   $     91,199
            Property manager                  60,942         60,321
            Leasing                          120,965        127,760
            Other                              2,247          4,094
                                         -----------   ------------          
                                                                       
                                         $   280,692   $    283,374
                                         ===========   ============
                                         


6.   Reclassification of 1995 Financial Statements
- --------------------------------------------------

     Certain  reclassifications  have been made to the June 30,  1995  financial
     statements   to  conform   with  June  30,  1996   classifications.   These
     reclassifications have no effect on previously reported operations.


                                       -8-

<PAGE>



Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


Results of Operations
- ---------------------

The  occupancy  levels  at the  Partnership's  properties  as of June 30 were as
follows:

                                                 1996             1995
                                                 ----             ----
Wholly-Owned Properties
- -----------------------
Commonwealth Business Center Phase I              89%              81%

Plainview Point Office Center                     86%              74%
  Phases I and II

The Willows of Plainview Phase I                  92%              84%

Properties Owned in Joint Venture with
NTS-Properties V (Ownership % at
June 30, 1996)
- --------------------------------------
The Willows of Plainview Phase II (10%)           94%              89%

Lakeshore Business Center Phase I              See below        See below
(See L/U II Joint Venture below)                  (1)              (1)

Properties Owned in Joint Venture with
NTS-Properties VI (Ownership % at
June 30, 1996)
- --------------------------------------
Golf Brook Apartments (4%)                        91%              93%

Plainview Point III Office Center (5%)            87%              48%

Property Owned in Joint Venture with NTS-
Properties VII, Ltd. and NTS-Properties
Plus Ltd. (Ownership % at June 30, 1996)
- ----------------------------------------
Blankenbaker Business Center 1A (30%)            100%             100%

Properties Owned Through
Lakeshore/University II Joint Venture
(L/U II Joint Venture) (Ownership % at
June 30, 1996)
- ----------------------------------------
Lakeshore Business Center Phase I (18%)           99%              83%    (1)

Lakeshore Business Center Phase II (18%)          80%              82%    (2)

University Business Center Phase II (18%)        100%             100%    (2)

(1)    During the first quarter of 1995, the Partnership's ownership interest in
       Lakeshore  Business  Center  Phase I changed.  See below for a discussion
       regarding this change.

(2)    The  Partnership  obtained an interest in this property  during the first
       quarter of 1995. See below for a discussion regarding this change.


                                       -9-

<PAGE>



Results of Operations - Continued
- ---------------------------------

The rental and other income  generated by the  Partnership's  properties for the
three months and six months ended June 30, 1996 and 1995 was as follows:


                                    Three Months Ended     Six Months Ended
                                         June 30,              June 30,
                                         --------              --------
                                      1996      1995       1996        1995
                                      ----      ----       ----        ----
Wholly-owned Properties                                          
- -----------------------
Commonwealth Business Center
  Phase I                         $  165,709  $149,952  $ 334,943  $  312,088

Plainview Point Office Center
  Phases I and II                 $  141,984  $111,861  $ 268,785  $  230,145

The Willows of Plainview
  Phase I                         $  276,564  $250,828  $ 548,770  $  487,712

Properties owned in Joint
Venture with NTS-Properties V
(Ownership % at June 30, 1996)
- ------------------------------
The Willows of Plainview
  Phase II (10%)                  $   30,927  $ 28,076  $  61,182  $   55,553

Lakeshore Business Center
  Phase I (See L/U II Joint
  Venture below)                        N/A      N/A         N/A   $   14,282
                                                                        (1)
Properties Owned in Joint
Venture with NTS-Properties VI
(Ownership % at June 30, 1996)
- ------------------------------
Golf Brook Apartments (4%)        $   27,960  $ 27,755  $  55,750  $   54,911

Plainview Point III Office
  Center (5%)                     $    9,594  $  4,890  $  19,871  $   10,623

Property Owned in Joint Venture
with NTS-Properties VII, Ltd.
and NTS-Properties Plus Ltd.
(Ownership % at June 30, 1996)
- ------------------------------
Blankenbaker Business Center
  1A (30%)                        $   69,422  $ 69,422  $ 138,804  $  136,465

Properties Owned through
Lakeshore/University II Joint
Venture (L/U II Joint Venture)
(Ownership % at June 30, 1996)
- ------------------------------
Lakeshore Business Center
  Phase I (18%)                   $   63,179  $ 49,248  $ 124,321  $   82,940

Lakeshore Business Center
  Phase II (18%)                  $   50,980  $ 57,264  $  97,827  $   93,268
                                                                        (2)
University Business Center
  Phase II (18%)                  $   54,357  $ 53,196  $ 107,227  $   91,596
                                                                        (2)

Revenues shown in the table above for  properties  owned through a joint venture
represent only the Partnership's percentage interest in those revenues.

(1)    During the first quarter of 1995, the Partnership's ownership interest in
       Lakeshore   Business   Center   Phase  I   changed.   The   Partnership's
       proportionate  share of rental and other  income from January 23, 1995 to
       June 30, 1995 is reflected below (See L/U II Joint Venture).
(2)    The  Partnership  obtained an interest in this property  during the first
       quarter of 1995. See below for a discussion regarding the change.

                                      -10-

<PAGE>



Results of Operations - Continued
- ---------------------------------

The 8% increase in occupancy at  Commonwealth  Business Center Phase I from June
30,  1995  to  June  30,  1996 is  attributed  to  three  new  leases  totalling
approximately  6,400  square feet and an  expansion  by a current  tenant of its
existing space of approximately 1,600 square feet.  Partially offsetting the new
leases is one  tenant  move-out  at the end of the lease  term  totalling  1,600
square feet and one tenant,  who had occupied  1,600  square feet,  vacating the
premises  prior to the end of the  lease  term due to  bankruptcy.  There was no
accrued income connected with this lease.  Average occupancy  increased from 81%
(1995) to 89% (1996) for the three months and six months  ended June 30.  Rental
and other income at Commonwealth Business Center Phase I increased for the three
months and six months  ended June 30, 1996 as  compared  to the same  periods in
1995 as a result of the increase in average  occupancy and an increase in common
area expense  reimbursements.  Tenants at  Commonwealth  Business Center Phase I
reimburse  the  Partnership  for  common  area  expenses  as part  of the  lease
agreements.

During July 1996,  Commonwealth Business Center Phase I's occupancy increased to
96% as a result of an approximately 3,600 square foot new lease.

The 12% increase in occupancy at Plainview  Point Office  Center Phases I and II
from June 30, 1995 to June 30, 1996 is attributed  to four new leases  totalling
approximately  6,800  square  feet.  Included in this total is an  expansion  of
approximately  1,000  square  feet by an existing  tenant.  There were no tenant
move- outs during the period.  Average occupancy  increased for the three months
and six months  ended June 30 from 74% in 1995 to 86% in 1996.  Rental and other
income at Plainview  Point Office Center Phases I and II increased for the three
months and six months  ended June 30, 1996 as  compared  to the same  periods in
1995 as a result of the increase in average occupancy.

The Willows of Plainview Phase I's occupancy  increased 8% from June 30, 1995 to
June 30, 1996. Average occupancy increased from 84% (1995) to 91% (1996) for the
three  months  ended June 30 and from 82% (1995) to 89% (1996) for the six month
period.  Occupancy at residential  properties  fluctuates on a continuous basis.
Period-ending  occupancy  percentages represent occupancy as of a specific date;
therefore, it is more meaningful to consider average occupancy percentages which
are  representative of the entire period's  results.  The increase in rental and
other  income at The Willows of  Plainview  Phase I for the three months and six
months  ended June 30, 1996 as compared to the same  periods in 1995 is a result
of the  increase  in  average  occupancy,  an  increase  in rental  rates and an
increase  in income  from  fully  furnished  units.  Fully  furnished  units are
apartments which rent at an additional premium above base rent.

The Willows of Plainview Phase II's occupancy  increased from 89% as of June 30,
1995 to 94% as of June 30, 1996. Average occupancy  increased from 92% (1995) to
93% (1996) for the three  months ended June 30 and from 90% (1995) to 95% (1996)
for the six month period. The increase in rental and other income at The Willows
of Plainview Phase II for the three months and six months ended June 30, 1996 as
compared  to the same  periods  in 1995 is a result of the  increase  in average
occupancy,  an  increase  in rental  rates and an  increase in income from fully
furnished units.

Golf Brook  Apartments'  occupancy  decreased  2% from June 30, 1995 to June 30,
1996.  Average  occupancy  decreased from 94% (1995) to 90% (1996) for the three
months ended June 30 and from 94% (1995) to 92% (1996) for the six month period.
The change in rental and other  income at Golf  Brook  Apartments  for the three
months and six months  ended June 30, 1996 as  compared  to the same  periods in
1995 was not significant.

The 39% increase in occupancy at Plainview Point III Office Center from June 30,
1995 to June 30, 1996 is  primarily  the result of two new leases for a total of
27,070  square feet.  The new leases  consist of a 10,343  square foot  63-month
lease (took  occupancy  September  1, 1995) and a 16,727  square foot  five-year
lease

                                      -11-

<PAGE>




Results of Operations - Continued
- ---------------------------------

(took  occupancy  December 27,  1995).  The  increase in  occupancy  can also be
attributed  to an  expansion  by a  current  tenant  of its  existing  space  by
approximately  4,400 square  feet.  Partially  offsetting  the new leases is one
tenant  move-out  at the end of the lease  term  totalling  6,900  square  feet.
Average  occupancy  increased from 48% (1995) to 94% (1996) for the three months
ended June 30 and from 51% (1995) to 95% (1996) for the six month period. Rental
and other income  increased at Plainview  Point III Office  Center for the three
months and six months  ended June 30, 1996 as  compared  to the same  periods in
1995 as a result of the increase in average occupancy.

A  wholly-owned  subsidiary  of The  Prudential  Insurance  Company  of  America
(Prudential  Service  Bureau,  Inc.) has leased  100% of  Blankenbaker  Business
Center 1A through July 2005.  In addition to monthly rent  payments,  Prudential
Service  Bureau,  Inc. is obligated to pay  substantially  all of the  operating
expenses  attributable  to its space.  The change in rental and other  income at
Blankenbaker  Business  Center 1A for the three months and six months ended June
30, 1996 as compared to the same periods in 1995 was not significant.

The 16% increase in occupancy at Lakeshore Business Center Phase I from June 30,
1995  to  June  30,  1996  can be  attributed  to  eight  new  leases  totalling
approximately 20,400 square feet, which includes approximately 6,900 square feet
in  expansions  by three  current  tenants.  The new leases and  expansions  are
partially  offset by two tenants,  who occupied a total of  approximately  3,400
square  feet,  vacating  the  premises  at the end of the lease  terms.  Average
occupancy  increased  from 80% (1995) to 98% (1996) for the three  months  ended
June 30 and from 79% (1995) to 98% (1996) for the six month  period.  Rental and
other income increased at Lakeshore Business Center Phase I for the three months
and six  months  ended June 30,  1996 as  compared  to the same  periods in 1995
primarily as a result of the increase in average occupancy and a decrease in the
provision for doubtful accounts. The increase in rental and other income for the
six  months  ended June 30,  1996 can also be  attributed  to the  Partnership's
increased  ownership  in  Lakeshore  Business  Center  Phase I. (See below for a
discussion regarding the change.)

The 2% decrease in occupancy at Lakeshore Business Center Phase II from June 30,
1995 to June 30,  1996 can be  attributed  to four  tenant  move-outs  totalling
approximately  11,000  square feet and a downsizing  by a current  tenant of its
existing  space  of  approximately  6,000  square  feet.  Two of the  move-outs,
totalling  approximately 5,100 square feet,  represent tenants who vacated prior
to the end of the lease term but are  continuing  to pay rent through the end of
the lease term (September 1996 and August 1997). The third tenant,  who occupied
approximately  1,400 square feet,  vacated the premises and ceased making rental
payments  in breach  of the lease  terms due to  bankruptcy.  The  write-off  of
accrued income connected with this lease was not significant. The fourth tenant,
who occupied approximately 4,500 square feet, vacated the premises at the end of
the lease term.  Partially  offsetting the tenant move-outs are three new leases
totalling  approximately 13,800 square feet and a 3,600 square foot expansion by
a current tenant of its existing space.  Average occupancy at Lakeshore Business
Center  Phase II  decreased  from 81% (1995) to 80% (1996) for the three  months
ended June 30 and from 80% (1995) to 76% (1996) for the six month period. In the
opinion of the General Partner of the Partnership,  the decrease in occupancy at
Lakeshore Business Center Phase II is only a temporary  fluctuation and does not
represent a downward occupancy trend. Overall, rental and other income decreased
at Lakeshore  Business Center Phase II for the three months and six months ended
June 30,  1996 as  compared  to the same  periods in 1995  primarily  due to the
decrease in average  occupancy.  The  Partnership's  proportionate  share of the
rental  and other  income  at  Lakeshore  Business  Center  Phase  II,  however,
increased  for the six months ended June 30, 1996 as compared to the same period
in 1995.  This is due to the fact that the  Partnership  acquired an interest in
Lakeshore  Business  Center  Phase  II as a  result  of  the  formation  of  the
Lakeshore/University  II Joint  Venture  (L/U II Joint  Venture)  on January 23,
1995. (See below for a discussion regarding the Joint Venture.)

                                      -12-

<PAGE>



Results of Operations - Continued
- ---------------------------------

As of June 30, 1996,  Lakeshore Business Center Phase II had approximately 3,400
square  feet of  additional  space  leased to a current  tenant.  The  tenant is
expected  to take  occupancy  during the third  quarter  of 1996.  With this new
lease, the business center's occupancy should improve to 83%.

Philip Crosby  Associates,  Inc. ("PCA") 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  approximately
52,000  square feet (or 67%) of  University  Business  Center  Phase II to three
tenants.  Of the total being  sub-leased,  approximately  41,000 square feet (or
79%) is being leased by Full Sail Recorders,  Inc. (a major tenant at University
Business  Center Phase I, a  neighboring  property  owned by an affiliate of the
General Partner of the Partnership). In December 1995, Full Sail Recorders, Inc.
("Full  Sail")  signed a 33-month  lease with the L/U II Joint  Venture  for the
approximately  41,000  square feet it currently  sub-leases  from PCA. The lease
term  commences  April  1998  when  PCA's  lease  ends.  As  part  of the  lease
negotiations, Full Sail will receive a $200,000 tenant finish allowance in 1996,
of which  approximately  $92,000 will be reimbursed by Full Sail over a 27-month
period  beginning  January 1996. The Joint Venture has received  notice that PCA
will not renew its lease when it expires in 1998.  At this time, it is not known
whether the other sublessees will sign lease renewals with the Joint Venture.

The  Partnership's  proportionate  share  of the  rental  and  other  income  at
University  Business Center Phase II increased for the six months ended June 30,
1996 as compared  to the same  period in 1995.  This is due to the fact that the
Partnership  acquired an interest in  University  Business  Center Phase II as a
result of the formation of the L/U II Joint Venture in January 1995.  (See below
for a  discussion  of the Joint  Venture.)  Overall,  rental and other income at
University  Business Center Phase II decreased for the six months ended June 30,
1996 as  compared to the same period in 1995 as a result of a decrease in common
area expense  reimbursements.  Rental and other income  increased  for the three
months ended June 30, 1996 as compared to the same period in 1995 as a result of
a rent escalation based upon an increase in the consumer price index.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of their lease,  the Partnership  pursues  collection  through the use of
collection agencies or other remedies available by law when practical.  In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal  action when it was thought  there could be a possible  collection.  There
have been no funds  recovered as a result of these actions during the six months
ended June 30, 1996 and 1995. As of June 30, 1996, there were no on-going cases.

Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's properties. See the Liquidity and Capital Resources section of
this item for a discussion  regarding the requirements of the Partnership's debt
financings.

Interest  and  other  income  includes  income  from  investments  made  by  the
Partnership  with cash  reserves.  Interest and other income  decreased  for the
three  months and six months ended June 30, 1996 as compared to the same periods
in 1995 as a result of a decrease in cash reserves available for investment.

The  increase in  operating  expenses  for the three months and six months ended
June 30,  1996 as  compared  to the same  periods  in 1995 is due  primarily  to
increased  utility costs,  landscaping  costs and general  building  maintenance
costs at the Partnership's  commercial  properties and increased costs connected
with fully  furnished  units at The  Willows of  Plainview  Phases I and II. The
increase  in  operating  expenses  for the six  month  period is also due to the
Partnership  acquiring  an interest in the L/U II Joint  Venture in January 1995
(see discussion below).

                                      -13-

<PAGE>



Results of Operations - Continued
- ---------------------------------

The  decrease in operating  expenses -  affiliated  for the three months and six
months  ended  June 30,  1996 as  compared  to the same  periods  in 1995 is due
primarily to decreased leasing and property  management costs at Plainview Point
Office  Center  Phases  I and  II,  Commonwealth  Business  Center  Phase  I and
Blankenbaker  Business Center 1A. Partially offsetting the decrease in operating
expenses - affiliated for the six month period is the Partnership's  acquisition
of an  interest  in the L/U II Joint  Venture  in January  1995 (see  discussion
below). There were no significant  fluctuations in operating expenses affiliated
at the Partnership's  residential properties.  Operating expenses affiliated are
expenses for services  performed by  employees of NTS  Development  Company,  an
affiliate of the General Partner of the Partnership.

The 1996 write-off of unamortized  building costs can be attributed to Plainview
Point Office  Center Phases I and II. The write-off is the result of an exterior
stair replacement and represents the cost of the stairs which were replaced that
had not been depreciated.

The decrease in amortization  of capitalized  leasing costs for the three months
and six months  ended June 30, 1996 as  compared to the same  periods in 1995 is
due  primarily to costs  capitalized  during the initial  lease-up at University
Business Center Phase II becoming fully amortized in 1995.

Interest  expense  has  increased  for the six  months  ended  June 30,  1996 as
compared  to the  same  period  in  1995  due  primarily  to  the  Partnership's
acquisition  of an  interest  in the  L/U  II  Joint  Venture  in  January  1995
(discussed  below). The increase in interest expense for the six month period is
partially  offset by continued  principal  payments on the  mortgages  and notes
payable of the  Partnership  and its joint venture  properties.  These principal
payments  also  explain the  decrease in interest  expense for the three  months
ended June 30, 1996 as compared  to the same period in 1995.  See the  Liquidity
and  Capital   Resources   section  of  this  item  for  details  regarding  the
Partnership's debt.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue for reporting  purposes is recorded on the accrual  basis.  As a result,
the  fluctuations of revenues  between periods will differ from the fluctuations
of management  fee expense.  The increase in management  fee expense for the six
months  ended  June 30,  1996 as  compared  to the same  period  in 1995 is also
attributed to the Partnership  acquiring an interest in the L/U II Joint Venture
in January 1995 (discussed below).

The  increase  in real  estate  taxes for the six months  ended June 30, 1996 as
compared  to the  same  period  in  1995  is  primarily  due to the  Partnership
acquiring  an interest in the L/U II Joint  Venture in January  1995  (discussed
below).  Real estate taxes did not fluctuate  significantly at the Partnership's
other  properties.  The change in real estate  taxes for the three  months ended
June 30, 1996 as compared to the same period in 1995 was not significant.

Professional and administrative  expenses decreased for the three months and six
months ended June 30, 1996 as compared to the same periods in 1995  primarily as
a result of decreased outside legal fees.

The change in professional and administrative expense - affiliated for the three
months and six months  ended June 30, 1996 as  compared  to the same  periods in
1995 was not significant.  Professional and administrative expenses - affiliated
are expenses for services performed by employees of NTS Development  Company, an
affiliate of the General Partner.

The change in depreciation and amortization expense for the three months and six
months  ended  June 30,  1996 as  compared  to the same  periods in 1995 was not
significant.   Depreciation  is  computed  using  the  straight-line  method  of
depreciation  over the  estimated  useful  lives of the assets  which are 5 - 30
years for land improvements,  30 years for buildings,  5 - 30 years for building
improvements  and  5 - 30  years  for  amenities.  The  aggregate  cost  of  the
Partnership's properties for Federal tax purposes is approximately $25,000,000.

                                      -14-

<PAGE>



Liquidity and Capital Resources
- -------------------------------

Cash provided by operations for the six months ended June 30 was $264,861 (1996)
and $427,377 (1995). These funds, in conjunction with cash on hand, were used to
make a 1.57% (annualized) distribution of $170,327 for the six months ended June
30, 1996 and an 8.1%  (annualized)  distribution  of $931,409 for the six months
ended June 30, 1995. The  distribution  made during the three months ended March
31, 1995 included a special $751,136  distribution  made from the  Partnership's
cash  reserves.  The  Partnership  does not anticipate  making  another  special
distribution in the near term. The annualized distribution rate is calculated as
a percent  of the  original  capital  contribution  less a return of  capital of
$235.64 per limited partnership unit made from the proceeds of the sale of Sabal
Club  Apartments  in 1988.  The limited  partners  received  99% and the General
Partner  received  1% of these  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  costs,  tenant  finish costs and capital  improvements.  Cash  reserves
(which  are  unrestricted  cash and  equivalents  as shown on the  Partnership's
balance  sheet as of June 30) were  $139,776  and  $866,757 at June 30, 1996 and
1995, respectively.

As  previously  disclosed  in the  Partnership's  Form  10-K for the year  ended
December 31, 1995, a new joint  venture known as  Lakeshore/University  II Joint
Venture  (L/U II Joint  Venture)  was  formed  on  January  23,  1995  among the
Partnership, NTS-Properties V, NTS-Properties Plus Ltd. 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.

As of June 30, 1996, the  Partnership  has a mortgage  payable with an insurance
company in the amount of  $2,574,800.  The  mortgage  payable is due  October 1,
2004,  bears  interest  at a fixed rate of 8.8% and is  secured by  Commonwealth
Business  Center  Phase I. Monthly  principal  payments are based upon a 10-year
amortization  schedule. At maturity, the mortgage will have been repaid based on
the current rate of amortization.

As of June 30,  1996,  the  Partnership  had two  mortgage  loans  each  with an
insurance  company in the amount of $2,028,294  and  $1,931,708.  Both mortgages
payable are due December 5, 2003,  currently bear interest at a fixed rate of 7%
and are secured by the land, buildings and amenities of The Willows of Plainview
Phase I. Current monthly  principal  payments on both notes are based upon a 27-
year  amortization  schedule.  The outstanding  balance at maturity based on the
current rate of amortization would be $3,367,108 ($1,724,617 and $1,642,491).

As of June 30,  1996,  the  Blankenbaker  Business  Center  Joint  Venture had a
mortgage  payable with an  insurance  company in the amount of  $4,352,334.  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 June 30, 1996 is $1,309,182.  The mortgage bears interest at a fixed
rate of 8.5% and is due November 15, 2005.  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.

As of June 30,  1996,  The Willows of  Plainview  Phase II, an  apartment  joint
venture  between the Partnership  and  NTS-Properties  V, had two mortgage loans
each with an insurance  company in the amount of $3,244,538 and $1,937,037.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  interest  in the  mortgages  as of  June  30,  1996  is  $531,630
($332,890 and $198,740). Both mortgages are due December 5, 2003, currently bear
interest  at a fixed  rate of 7.5% and are  secured by the land,  buildings  and
amenities of the Joint Venture. Current monthly principal payments on both notes
are based  upon a 27-year  amortization  schedule.  The  outstanding  balance at
maturity  based  on  the  current  rate  of  amortization  would  be  $4,449,434
($2,786,095 and $1,663,339).

                                      -15-

<PAGE>



Liquidity and Capital Resources - Continued
- -------------------------------------------

As of June 30, 1996,  the L/U II Joint Venture had notes payable to banks in the
following amounts: $9,132,000,  $5,668,000,  $1,162,000,  $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 June
30,  1996  was   $1,630,062,   $1,011,738,   $207,417,   $83,597  and   $60,690,
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.  The Joint  Venture met this  funding
requirement in 1995. In 1996, all funds in the escrow account had been released.
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 $9,132,000, $5,668,000 and $1,162,000 notes are as follows:

          a)   12 monthly payments of $3,000 each, the first of which was due at
               closing.  The second through 12th payments were 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.

Subsequent to June 30, 1996,  the L/U II Joint Venture  obtained  three mortgage
loans from an insurance company totalling  $17,400,000  ($6,025,000,  $5,775,000
and $5,600,000).  The mortgages bear interest at a fixed rate of 8.125%, are due
August  1,  2008,  and are  secured  by the  assets of the  Joint  Venture.  The
repayment  of  principal  will be  amortized  over twelve  years,  with  monthly
payments  of  principal  and  interest  totalling  approximately  $190,000.  The
proceeds  from the loans were used to pay off the Joint  Venture's  current debt
financings of approximately $16.8 million which bore interest at a fixed rate of
10.6%  and  to  fund  loan  closing  costs  of   approximately   $280,000.   The
Partnership's  proportionate  interest  in the  notes  which  were  paid off was
approximately  $3,000,000  or 18%. The  remaining  proceeds will be used to fund
Joint Venture tenant finish improvements and leasing costs.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities.  Cash  flows used in  investing  activities  are for  tenant  finish
improvements and other capital additions and were funded by operating activities
or cash reserves.  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 used in investing  activities
also include  cash which is being  escrowed  for capital  expenditures,  leasing
commissions and tenant  improvements at the properties owned by the L/U II Joint
Venture.  Cash  flows  provided  by  investing  activities  were the result of a
release of these escrow funds.  Cash flows provided by investing  activities are
also from the maturity of investment securities.  As part of its cash management
activities,  the Partnership has purchased Certificates of Deposit or securities
issued by the U.S.  Government  and its  agencies  with  initial  maturities  of
greater  than three  months to  improve  the  return on its cash  reserves.  The
Partnership  held the securities  until  maturity.  Cash flows used in financing
activities are for cash distributions, payment of loan costs, principal payments
on mortgages and notes payable and  repurchases  of limited  partnership  Units.
Cash flows  provided by  financing  activities  were the result of a decrease in
funds  reserved by the  Partnership  for the  repurchase of limited  partnership
units. The capital  contribution to a joint venture represents the Partnership's
capital  contribution  to  the  L/U  II  Joint  Venture  net  the  Partnership's
proportionate  interest  in  the  joint  venture's  capital  contributions.  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

                                      -16-

<PAGE>



Liquidity and Capital Resources - Continued
- -------------------------------------------

Partnership does not expect any material changes in the mix and relative cost of
capital  resources  except for interest and principal  payments  required by the
debt financings obtained by the L/U II Joint Venture subsequent to June 30, 1996
(see discussion  above) and  renovations  and other major capital  expenditures,
including  tenant finish,  which may be required to be funded from cash reserves
if they exceed cash flow from operating activities.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally Accepted Accounting Principle basis for the six
months ended June 30, 1996 and 1995.


                                               Cash
                              Net Loss     Distributions    Return of
                              Allocated      Declared        Capital
                              ---------      --------        -------


     Limited Partners:
           1996             $    (29,371)  $    168,624   $    168,624
           1995                 (171,762)       922,095        922,095


     General Partner:
           1996             $       (297)  $      1,703   $      1,703
           1995                   (1,735)         9,314          9,314

As of June 30, 1996,  the L/U II Joint  Venture had a commitment  for a $200,000
special  tenant  finish  allowance,  of  which  approximately  $92,000  will  be
reimbursed by the tenant over a 27-month period  beginning in January 1996. This
commitment is the result of lease  negotiations  with Full Sail Recorders,  Inc.
("Full Sail") which currently  sub-leases  approximately 41,000 square feet from
Philip Crosby Associates,  Inc. ("PCA") at University  Business Center Phase II.
Full  Sail is also a major  tenant  at  University  Business  Center  Phase I, a
neighboring  property  owned  by an  affiliate  of the  General  Partner  of the
Partnership.  PCA  currently  leases 100% of the business  center  through April
1998. Full Sail's lease term with the Joint Venture is for 33 months (April 1998
to December 2000). The Partnership's  proportionate  share of the net commitment
($200,000 less $92,000) is approximately $19,000 or 18%.

The  Partnership  had no other material  commitments  for renovations or capital
improvements as of June 30, 1996.

The  primary  source of future  liquidity  and  distributions  is expected to be
derived from cash  generated by the  Partnership's  operating  properties  after
adequate  cash  reserves are  established  for future  leasing and tenant finish
costs.  It is anticipated  that the cash flow from  operations and cash reserves
will be sufficient to meet the needs of the Partnership.

In the next 12 months, the demand on future liquidity is anticipated to increase
as the  Partnership  continues  its efforts in the leasing of the  Partnership's
commercial properties.  At this time, the future leasing and tenant finish costs
which will be required to renew current leases that expire during 1996 or obtain
new tenants are unknown.

On February 1, 1996, the Partnership  established an Interest Repurchase Reserve
in the amount of $297,450 pursuant to Section 16.4 of the Partnership's  Amended
and Restated  Agreement of Limited  Partnership.  Under  Section  16.4,  limited
partners may request the Partnership to repurchase  their  respective  interests
(Units)  in  the  Partnership.   With  this  Interest  Repurchase  Reserve,  the
Partnership  will be able to repurchase up to 1,983 Units at a price of $150 per
Unit. The Partnership  notified the limited partners by letter dated February 1,
1996 of the establishment of the Interest Repurchase Reserve and the opportunity
to request that the Partnership repurchase Units at the established price.

                                      -17-

<PAGE>



Liquidity and Capital Resources - Continued
- -------------------------------------------

On May 24,  1996,  the  Partnership  elected  to fund an  additional  amount  of
$277,620 to its Interest Repurchase Reserve.  With this funding, the Partnership
will be able to purchase an additional  1,850 Units at a price of $150 per Unit.
As of June 30, 1996, 2,030 Units have been  repurchased.  Repurchased  Units are
being retired by the Partnership, thus increasing the share of ownership of each
remaining  investor.  The  Interest  Repurchase  Reserve  was  funded  from cash
reserves.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's commercial properties. The leasing and
renewal negotiations at the Lakeshore Business Center development are handled by
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.
The leasing and renewal  negotiations at University Business Center Phase II are
handled by a leasing agent, an employee of NTS Development  Company,  located at
the University Business Center development. The leasing and renewal negotiations
for the  Partnership's  remaining  commercial  properties are handled by leasing
agents, employees of NTS Development Company,  located in Louisville,  Kentucky.
The leasing  agents are located in the same city as the  commercial  properties.
All advertising for these properties is coordinated by NTS Development Company's
marketing staff located in Louisville, Kentucky.

In an effort to continue to improve occupancy at the  Partnership's  residential
properties,  the  Partnership  has an on-site  leasing  staff,  employees of NTS
Development Company, at each of the apartment communities. The staff handles all
on-site visits from potential  tenants,  coordinates  local advertising with NTS
Development  Company's  marketing  staff,  makes  visits to local  companies  to
promote  fully  furnished  units and  negotiates  lease  renewals  with  current
residents.

Leases at Commonwealth Business Center Phase I, Blankenbaker Business Center 1A,
University  Business Center Phase II and Lakeshore  Business Center Phases I and
II provide for tenants to contribute toward the payment of common area expenses,
insurance and real estate taxes.  Leases at Lakeshore  Business  Center Phases I
and II and University  Business  Center Phase II also provide for rent increases
which are based upon increases in the consumer price index.  Leases at Plainview
Point  Office  Center  Phases I and II and  Plainview  Point III  Office  Center
provide for tenants to contribute toward the payment of increases in common area
maintenance  expenses,  insurance,  utilities and real estate taxes. These lease
provisions,  along with the fact that  residential  leases are  generally  for a
period of one year, should protect the Partnership's  operations from the impact
of inflation and changing prices.

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 June 30,  1996 in the  land  held for
development  is  approximately  $300,000.  The  Joint  Venture  currently  has a
contract for the sale of .7 acres of this land at a price of $175,000.


                                      -18-

<PAGE>



PART II. OTHER INFORMATION


1.       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

                Form 8-K, dated May 14, 1996, was filed to report in Item 5 that
                the   Lakeshore/University  II  Joint  Venture  had  obtained  a
                commitment  for permanent  financing  from an insurance  company
                totalling $17,400,000.

                Form 8-K, dated May 24, 1996, was filed to report in Item 5 that
                the Partnership has elected to increase its Interest  Repurchase
                Reserve by an additional amount of $277,620.

                                      -19-

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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 IV
                                                 (Registrant)

                               BY:    NTS-Properties Associates IV
                                      BY:   NTS Capital Corporation,
                                            General Partner

                                            /s/ John W. Hampton
                                            John W. Hampton
                                            Senior Vice President


Date:    August 13  , 1996

                                      -20-


<TABLE> <S> <C>


<PAGE>


<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF JUNE 30, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         301,598
<SECURITIES>                                         0
<RECEIVABLES>                                  554,209
<ALLOWANCES>                                    13,917
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      14,186,038
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              15,934,463
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                     11,369,118
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   4,108,456
<TOTAL-LIABILITY-AND-EQUITY>                15,934,463
<SALES>                                      1,752,030
<TOTAL-REVENUES>                             1,765,377
<CGS>                                                0
<TOTAL-COSTS>                                1,185,955
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             488,551
<INCOME-PRETAX>                               (29,668)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (29,668)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (29,668)
<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>


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