NTS PROPERTIES IV
10-Q, 1996-11-13
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                 September 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, KY                                             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 20
Total Pages:      21


<PAGE>



                                TABLE OF CONTENTS

                                                                    Pages

                                     PART I

Item 1.  Financial Statements

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

          Statements of Operations
            For the three months and nine months ended
            September 30, 1996 and 1995                                4

          Statements of Cash Flows
            For the three months and nine months ended
            September 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                      9-19

                                     PART II

1.       Legal Proceedings                                            20
2.       Changes in Securities                                        20
3.       Defaults upon Senior Securities                              20
4.       Submission of Matters to a Vote of Security Holders          20
5.       Other Information                                            20
6.       Exhibits and Reports on Form 8-K                             20

Signatures                                                            21

                                       -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
                                                                  September 30, 1996            December 31, 1995*
                                                            ------------------------------ ----------------------------


ASSETS
<S>                                                             <C>                                  <C>                
   Cash and equivalents                                         $            350,959                 $           276,610
   Cash and equivalents - restricted                                         218,710                              61,308
   Investment securities                                                          --                             404,587
   Accounts receivable, net of
     allowance for doubtful accounts of
     $12,790 (1996) and $15,854 (1995)                                       407,380                             431,772
   Land, buildings and amenities, net                                     14,017,749                          14,617,818
   Land held for development                                                 297,251                             297,251
   Other assets                                                              575,493                             556,442
                                                                --------------------                 -------------------

                                                                $         15,867,542                 $        16,645,788
                                                                ====================                 ===================

LIABILITIES AND PARTNERS' EQUITY
   Mortgages and notes payable                                  $         11,373,886                 $        11,592,641
   Accounts payable - operations                                             179,020                             212,597
   Accounts payable - construction                                            42,602                              36,167
   Distributions payable                                                      54,766                              90,136
   Security deposits                                                          85,465                              83,995
   Other liabilities                                                         181,418                              17,303
                                                                --------------------                 -------------------

                                                                          11,917,157                          12,032,839

   Partners' equity                                                        3,950,385                           4,612,949
                                                                --------------------                 -------------------

                                                                $         15,867,542                 $        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                         (41,650)              (421)           (42,071)
Cash distributions declared to
  date                                      (21,586,281)          (218,254)       (21,804,535)
Repurchase of limited partnership
  units                                        (424,595)                --           (424,595)
                                           ------------       ------------       ------------

Balances at September 30, 1996             $  4,165,192       $   (214,807)      $  3,950,385
                                           ============       ============       ============
</TABLE>

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

                                       -3-

<PAGE>
<TABLE>



                                NTS-PROPERTIES IV

                            STATEMENTS OF OPERATIONS

<CAPTION>


                                                Three Months Ended                      Nine Months Ended
                                                   September 30,                           September 30,
                                         --------------------------------        --------------------------------

                                             1996                1995                1996                1995
                                         ------------        ------------        -----------         ------------
<S>                                      <C>                 <C>                 <C>                 <C>         
REVENUES:
  Rental income, net of provision
    for doubtful accounts of $0
    (1996) and $12,197 (1995)            $   905,199         $   831,255         $ 2,657,231         $ 2,391,920
  Interest and other income                    4,353              12,797              17,699              42,020
                                         -----------         -----------         -----------         -----------

                                             909,552             844,052           2,674,930           2,433,940

EXPENSES:
  Operating expenses                         186,785             182,195             493,398             445,830
  Operating expenses - affiliated             93,726             106,554             282,796             316,927
  Write-off of unamortized
     building costs                               --                  --               6,871                  --
 Write-off of unamortized loan
   costs                                      12,896                  --              12,896                  --
  Amortization of capitalized
     leasing costs                             5,209               7,005              15,655              20,286
  Interest expense                           229,679             251,338             718,231             729,344
  Management fees                             51,082              47,879             151,265             136,946
  Real estate taxes                           55,944              54,814             166,113             161,403
  Professional and administrative
     expenses                                 23,105              39,417              69,496             105,592
  Professional and administrative
     expenses - affiliated                    36,670              35,927             110,818             106,070
  Depreciation and amortization              226,859             230,636             689,462             696,750
                                         -----------         -----------         -----------         -----------

                                             921,955             955,765           2,717,001           2,719,148
                                         -----------         -----------         -----------         -----------

Net loss                                 $   (12,403)        $  (111,713)        $   (42,071)        $  (285,208)
                                         ===========         ===========         ===========         ===========

Net loss allocated to the
  limited partners                       $   (12,278)        $  (110,596)        $   (41,650)        $  (282,356)
                                         ===========         ===========         ===========         ===========
Net loss per limited partnership
   unit                                  $     (0.45)        $     (3.72)        $     (1.47)        $     (9.49)
                                         ===========         ===========         ===========         ===========

Weighted average number of units              27,395              29,745              28,348               9,745
                                         ===========         ===========         ===========         ===========

</TABLE>



                                       -4-

<PAGE>
<TABLE>



                                NTS-PROPERTIES IV

                            STATEMENTS OF CASH FLOWS
<CAPTION>


                                                                        Three Months Ended                   Nine Months Ended
                                                                          September 30,                        September 30,
                                                               -------------------------------       -------------------------------

                                                                   1996               1995               1996               1995
                                                               -----------        ------------       ------------       ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>                <C>                <C>                <C>         
Net loss                                                       $   (12,403)       $  (111,713)       $   (42,071)       $  (285,208)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
      Accrued interest on investment
        securities                                                      --             (2,006)             3,642             (2,006)
      Provision for doubtful accounts                                   --              5,461                 --             12,197
      Write-off of unamortized building
        costs                                                           --                 --              6,871                 --
   Write-off of unamortized loan costs                              12,896                 --             12,896                 --
      Amortization of capitalized leasing
        costs                                                        5,209              7,005             15,655             20,286
      Depreciation and amortization                                226,859            230,636            689,462            696,750
      Changes in assets and liabilities:
        Cash and equivalents - restricted                          (52,288)           (80,762)          (155,251)          (168,481)
        Accounts receivable                                        146,832             22,627             24,392            224,309
        Other assets                                                23,255             13,262                611             20,068
        Accounts payable - operations                               12,299             18,158            (33,577)             3,784
        Security deposits                                            1,572              3,709              1,470                477
        Other liabilities                                           59,123             57,902            164,115             72,486
                                                               -----------        -----------        -----------        -----------
   Net cash provided by operating
      activities                                                   423,354            164,279            688,215            594,662
                                                               -----------        -----------        -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
  amenities                                                        (13,599)           (36,177)           (72,703)          (240,025)
Increase in cash and equivalents -
  restricted                                                            --               (128)                --            (20,428)
Decrease in cash and equivalents -
  restricted                                                            --              4,933              2,450              4,933
Purchase of investment securities                                       --           (297,282)                --           (297,282)
Maturity of investment securities                                       --                 --            400,945                 --
                                                               -----------        -----------        -----------        -----------
   Net cash provided by (used in) investing
      activities                                                   (13,599)          (328,654)           330,692           (552,802)
                                                               -----------        -----------        -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in mortgages payable                                    3,105,900                 --          3,105,900                 --
Principal payments on mortgages and notes
  payable                                                       (3,101,132)           (92,890)        (3,324,655)          (261,970)
Capital contribution to a joint venture                                 --                 --                 --           (616,125)
Cash distributions                                                 (83,984)           (90,136)          (260,462)        (1,021,546)
Additions to loan costs                                            (23,856)                --            (65,341)           (25,796)
Repurchase of limited partnership units                            (90,900)                --           (395,400)                --
Increase in cash and equivalents -
  restricted                                                        (4,600)                --             (4,600)                --
                                                               -----------        -----------        -----------        -----------

   Net cash used in financing activities                          (198,572)          (183,026)          (944,558)        (1,925,437)
                                                               -----------        -----------        -----------        -----------

   Net increase (decrease) in cash and
      equivalents                                                  211,183           (347,401)            74,349         (1,883,577)

CASH AND EQUIVALENTS, beginning of period                          139,776            869,798            276,610          2,405,974
                                                               -----------        -----------        -----------        -----------

CASH AND EQUIVALENTS, end of period                            $   350,959        $   522,397        $   350,959        $   522,397
                                                               ===========        ===========        ===========        ===========

Interest paid on a cash basis                                  $   235,470        $   251,833        $   728,031        $   729,521
                                                               ===========        ===========        ===========        ===========
</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 nine months ended September 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 was able to repurchase 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 repurchase an additional 1,850 Units at a price
     of $150  per  Unit.  As of  September  30,  1996,  2,636  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:


                                                September 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                          $  2,521,791     $   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                 2,020,411         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                 1,924,200         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                          1,286,220         1,353,672

     Mortgage  payable with an insurance  
     company bearing interest at a fixed rate 
     of 8.125%, due August 1, 2008, secured by
     land and building                             1,071,029                --

     Mortgage  payable with an insurance  
     company bearing interest at a fixed rate 
     of 8.125%, due August 1, 2008, secured by
     land and building                             1,026,588                --

     Mortgage  payable with an insurance  
     company bearing interest at a fixed rate 
     of 8.125%, due August 1, 2008, secured by
     land and building                               995,479                --

     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                   330,722           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                   197,446           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                   --         1,642,914

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


                              (continued next page)

                                      -7-


<PAGE>

4.   Mortgages and Notes Payable - Continued

                                                 September 30,      December 31,
                                                      1996              1995
                                                 --------------     ------------


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

     Note payable to a bank bearing interest
     at a fixed rate of 10.6%, due January 31,
     1998, secured by land                            --                  60,690
                                                  -------------      -----------

                                                  $  11,373,886      $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 $12,900,000.


5.   Related Party Transactions

     Property management fees of $151,265 and $136,946 for the nine months ended
     September  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, pursuant to an 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 $6,945 and
     $6,209  as a repair  and  maintenance  fee  during  the nine  months  ended
     September 30, 1996 and 1995, respectively, and has capitalized this cost as
     a part of land, buildings and amenities.

     As  permitted  by an  agreement,  the  Partnership  was  also  charged  the
     following  amounts from NTS  Development  Company for the nine months ended
     September 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          $           142,794        $           136,436
     Leasing                              88,053                     95,086
     Property manager                    180,601
     Other                                 6,590                      9,361
                             -------------------        -------------------

                             $           418,038        $           433,583
                             ===================        ===================

6.   Reclassification of 1995 Financial Statements

     Certain  reclassifications  have  been  made  to  the  September  30,  1995
     financial  statements to conform with  September 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 September 30 were as
follows:

                                                        1996       1995
                                                        ----       ----
Wholly-Owned Properties
- -----------------------
Commonwealth Business Center Phase I                     96%        78%

Plainview Point Office Center                            86%        78%
  Phases I and II

The Willows of Plainview Phase I                         91%        93%

Properties Owned in Joint Venture with
- --------------------------------------
NTS-Properties V (Ownership % at
- --------------------------------
September 30, 1996)
- -------------------
The Willows of Plainview Phase II (10%)                  96%        94%

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
- ---------------------------------
September 30, 1996)
- -------------------
Golf Brook Apartments (4%)                               97%        94%

Plainview Point III Office Center (5%)                   91%        65%

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

Properties Owned Through
- ------------------------
Lakeshore/University II Joint Venture
- -------------------------------------
(L/U II Joint Venture) (Ownership % at
- --------------------------------------
September 30, 1996)
- -------------------
Lakeshore Business Center Phase I (18%)                  97%        87%   (1)

Lakeshore Business Center Phase II (18%)                 83%        73%   (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 nine months ended September 30, 1996 and 1995 was as follows:

                                     Three Months Ended      Nine Months Ended
                                        September 30,          September 30,
                                  ----------------------- ----------------------
                                      1996       1995        1996        1995
                                  ----------- ----------- ----------   ---------
Wholly-owned Properties
- -----------------------
Commonwealth Business Center
  Phase I                         $   174,794 $   150,389 $  509,737   $ 462,477

Plainview Point Office Center
  Phases I and II                 $   136,786 $   112,804 $  405,570   $ 342,949

The Willows of Plainview
  Phase I                         $   287,016 $   280,547 $  835,786   $ 768,620
Properties owned in Joint
- -------------------------
Venture with NTS-Properties V
- -----------------------------
(Ownership % at September 30,
- -----------------------------
1996)
- -----
The Willows of Plainview
  Phase II (10%)                  $   32,641 $    29,707 $    93,822   $  85,261

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 September 30,
- -----------------------------
 1996)
- ---------
Golf Brook Apartments (4%)        $   29,967 $    29,251 $    85,717   $  84,162

Plainview Point III Office
  Center (5%)                     $   9,092 $     4,991 $     28,962   $  15,614
Property Owned in Joint Venture
- -------------------------------
with NTS-Properties VII, Ltd. 
- ------------------------------
and NTS-Properties Plus Ltd. 
- -----------------------------
(Ownership % at September 30,
- -----------------------------
1996)
- -----
Blankenbaker Business Center
  1A (30%)                        $   69,422 $    69,491 $   208,226   $ 205,957
Properties Owned through
- ------------------------
Lakeshore/University II Joint
- -----------------------------
Venture (L/U II Joint Venture)
- ------------------------------
(Ownership % at September 30,
- -----------------------------
1996)
- -----
Lakeshore Business Center
  Phase I (18%)                   $   61,331 $    50,924 $   185,651   $ 133,863

Lakeshore Business Center
  Phase II (18%)                  $   51,907 $    53,046 $   149,733   $ 146,313
                                                                            (2)
University Business Center
  Phase II (18%)                  $   54,342 $    53,272 $   161,569   $ 144,868
                                                                            (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
       September 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 18%  increase in  occupancy  at  Commonwealth  Business  Center Phase I from
September  30,  1995 to  September  30,  1996 is  attributed  to four new leases
totalling  approximately 10,000 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. Average occupancy increased from 79% (1995) to 96% (1996) for
the three months ended  September 30 and increased from 80% (1995) to 91% (1996)
for the nine month  period.  Rental and other  income at  Commonwealth  Business
Center Phase I increased  for the three  months and nine months ended  September
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.

The 8% increase in occupancy at Plainview  Point Office  Center  Phases I and II
from  September  30, 1995 to September  30, 1996 is attributed to two new leases
totalling approximately 4,900 square feet. There were no tenant move-outs during
the period.  Average occupancy increased for the three months ended September 30
from  77% in 1995 to 86% in 1996 and  increased  from 75% in 1995 to 86% in 1996
for the nine month  period.  Rental and other income at  Plainview  Point Office
Center  Phases I and II  increased  for the three  months and nine months  ended
September  30, 1996 as  compared to the same  periods in 1995 as a result of the
increase in average occupancy and an increase in rental rates on new leases.

The Willows of Plainview  Phase I's  occupancy  decreased 2% from  September 30,
1995 to September 30, 1996.  Average occupancy  decreased from 93% (1995) to 89%
(1996) for the three months ended  September 30 and increased from 86% (1995) to
89%  (1996) for the nine  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. In the opinion of the General Partner of the Partnership,  the decrease
in period- ending occupancy and the decrease in average  occupancy for the three
month period is only a temporary  fluctuation  and does not represent a downward
occupancy  trend.  The  increase  in rental and other  income at The  Willows of
Plainview  Phase I for the nine months ended  September  30, 1996 as compared to
the same  period 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  increase in rental and other income at the Willows of Plainview
Phase I for the three month  period is due  primarily  to the increase in rental
rates partially offset by the decrease in average occupancy for the period.

The Willows of Plainview Phase II's occupancy increased from 94% as of September
30, 1995 to 96% as of September 30, 1996.  Average occupancy  increased from 93%
(1995) to 96% (1996) for the three months ended September 30 and from 91% (1995)
to 95% (1996) for the nine month period. The increase in rental and other income
at The Willows of Plainview  Phase II for the three months and nine months ended
September  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  increased  3% from  September  30,  1995 to
September 30, 1996.  Average  occupancy  increased from 96% (1995) to 97% (1996)
for the three months ended  September  30 and  decreased  from 95% (1995) to 94%
(1996) for the nine month period.  The change in rental and other income at Golf
Brook  Apartments for the three months and nine months ended  September 30, 1996
as compared to the same periods in 1995 was not significant.

The 26%  increase  in  occupancy  at  Plainview  Point III  Office  Center  from
September  30,  1995 to  September  30,  1996 is  primarily  the result of a new
five-year lease for approximately  16,700 square feet. The increase in occupancy
can also be attributed to expansions by three current  tenants of existing space
totalling  approximately 6,900 square feet.  Partially offsetting the new leases
is one  tenant  move-out  at the end of the lease term  totalling  approximately
6,900 square

                                      -11-

<PAGE>



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

feet.  Average  occupancy  increased from 54% (1995) to 90% (1996) for the three
months ended  September 30 and  increased  from 52% (1995) to 94% (1996) for the
nine month  period.  Rental and other income  increased  at Plainview  Point III
Office  Center for the three months and nine months ended  September 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 nine  months  ended
September 30, 1996 as compared to the same periods in 1995 was not significant.

The  10%  increase  in  occupancy  at  Lakeshore  Business  Center  Phase I from
September  30, 1995 to September  30, 1996 can be attributed to seven new leases
totalling  approximately  19,500 square feet which includes  approximately 6,900
square  feet  in  expansions  by  three  current  tenants.  The new  leases  and
expansions  are  partially  offset by three  tenants,  who  occupied  a total of
approximately  5,200 square feet,  vacating the premises at the end of the lease
terms.  Average occupancy  increased from 84% (1995) to 97% (1996) for the three
months ended  September 30 and  increased  from 81% (1995) to 98% (1996) for the
nine month  period.  Rental and other income  increased  at  Lakeshore  Business
Center Phase I for the three months and nine months ended  September 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 nine months ended September 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.)

Subsequent  to September  30, 1996,  an  approximately  5,000 square foot tenant
vacated Lakeshore Business Center Phase I prior to the end of the lease term. As
a result of this tenant move-out,  the business center's occupancy has decreased
to 92%.

The 10%  increase  in  occupancy  at  Lakeshore  Business  Center  Phase II from
September  30, 1995 to September  30, 1996 can be attributed to three new leases
totalling approximately 13,800 square feet and expansions by two current tenants
totalling  approximately 7,000 square feet.  Partially offsetting the new leases
are two  tenant  move-outs  totalling  approximately  5,100  square  feet  and a
downsizing  by a current  tenant of its existing  space of  approximately  6,000
square feet.  The move-outs  represent  tenants who vacated prior the end of the
lease  term but are  continuing  to pay rent  through  the end of the lease term
(September 1996 and August 1997). Average occupancy at Lakeshore Business Center
Phase II  increased  from 77% (1995) to 81% (1996)  for the three  months  ended
September  30 and  decreased  from 79%  (1995) to 78%  (1996) for the nine month
period.  Overall, rental and other income decreased at Lakeshore Business Center
Phase II for the nine months  ended  September  30, 1996 as compared to the same
period in 1995  primarily  as a result of a  decrease  in rental  rates on lease
renewals.  As  discussed  in prior  filings,  prior to the Ft.  Lauderdale  area
experiencing an economic downturn, the property was able to negotiate higher net
effective rental rates than current market rental rates. As a result, the leases
that were  renewed  at the end of 1995 and the  beginning  of 1996  renewed at a
lower net effective rental rate. The  Partnership's  proportionate  share of the
rental  and other  income  at  Lakeshore  Business  Center  Phase  II,  however,
increased  for the nine months ended  September 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.) Overall,  rental
and other income at Lakeshore  Business Center Phase II remained fairly constant
for the three  month  period  ended  September  30, 1996 as compared to the same
period in 1995.

                                      -12-

<PAGE>




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

As of September 30, 1996,  Lakeshore  Business Center Phase II had approximately
3,900 square feet of additional space leased to a current tenant.  The tenant is
expected  to take  occupancy  during the fourth  quarter of 1996.  With this new
lease, the business center's occupancy should improve to 87%.

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.  PCA has  currently  sub-leased  approximately  70,000
square feet (or 91%) of University Business Center Phase II to three tenants. Of
the total being sub-leased,  approximately  59,000 square feet (or 84%) 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  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,  of which approximately $92,000
will be reimbursed by Full Sail over a 27-month period which began 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  nine  months  ended
September  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 nine
months  ended  September  30,  1996 as  compared to the same period in 1995 as a
result of a decrease  in common area  expense  reimbursements.  The  decrease in
rental and other income for the nine month period is partially  offset by a rent
escalation  based upon an increase in the consumer  price  index.  The change in
rental and other income for the three month period at University Business Center
Phase II was not significant.

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 nine months
ended September 30, 1996 and 1995.

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 nine months ended  September  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 nine months ended September 30, 1996
as compared to the same period in 1995 is due  primarily  to  increased  utility
costs,   landscaping  costs  and  general  building  maintenance  costs  at  the
Partnership's  commercial  properties,  increased  costs  connected  with  fully
furnished  units at The  Willows  of  Plainview  Phases  I and II and  increased
interior and exterior replacement costs at Golf Brook Apartments. The increase

                                      -13-

<PAGE>




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

in operating  expenses for the nine month period is also due to the  Partnership
acquiring  an  interest  in the  L/U II  Joint  Venture  in  January  1995  (see
discussion  below). The increase in operating expenses for the nine month period
is  partially  offset by  decreased  exterior  painting  costs at the Willows of
Plainview Phases I and II. The change in operating  expenses for the three month
period was not significant.

The  decrease in operating  expenses - affiliated  for the three months and nine
months ended  September  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 nine 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 in either the three month or nine
month  periods.  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 1996  write-off of  unamortized  loan costs relate to loan costs  associated
with the  Lakeshore/University II Joint Venture's notes payable. The unamortized
loan costs  were  expensed  due to the fact that the notes were  retired in 1996
prior to their  maturity  (January  31,  1998).  See the  Liquidity  and Capital
Resources section for further discussion.

The decrease in amortization  of capitalized  leasing costs for the three months
and nine months ended September 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  decreased  for the three  months and nine  months  ended
September  30,  1996 as compared  to the same  period in 1995 due  primarily  to
continued  principal  payments  on  the  mortgages  and  notes  payable  of  the
Partnership and its joint venture  properties.  The decrease in interest expense
for  both  periods  can  also  be  attributed  to a lower  interest  rate on the
permanent  financings obtained by the L/U II Joint Venture on July 23, 1996. 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 nine
months ended  September  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 nine months ended  September  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). The change in real estate taxes for the three months ended September 30,
1996 as compared to the same period in 1995 was not significant.




                                      -14-

<PAGE>




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

Professional and administrative expenses decreased for the three months and nine
months  ended  September  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  expenses - affiliated  for the
three  months and nine months ended  September  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
nine months ended September 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.

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

Cash provided by operations for the nine months ended  September 30 was $688,215
(1996) and $594,662 (1995).  These funds, in conjunction with cash on hand, were
used to make a 1.39%  (annualized)  distribution of $225,093 for the nine months
ended September 30, 1996 and a 5.9% (annualized)  distribution of $1,021,546 for
the nine months ended September 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 and investment  securities as shown
on the  Partnership's  balance  sheet  as of  September  30) were  $350,959  and
$821,685 at September 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.

On July 23, 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  outstanding  balances of the loans at September  30, 1996 were  $6,000,163,
$5,751,193 and $5,576,915,  respectively.  The loans are recorded as a liability
of the Joint Venture. The Partnership's  proportionate  interest in the loans at
September 30, 1996 was $1,071,029,  $1,026,588 and $995,479,  respectively.  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.  Monthly principal  payments are
based upon a 12-year  amortization  schedule.  At maturity,  the loans will have
been repaid based on the current  rate of  amortization.  The proceeds  from the
loans were used to pay off the Joint  Venture's  notes payable of  approximately
$16.8  million  which  bore  interest  at a fixed rate of 10.6% and to fund loan
closing

                                      -15-

<PAGE>




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

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 notes which
were paid off had a maturity date of January 31, 1998.  The  remaining  proceeds
will be used to fund Joint Venture tenant finish improvements and leasing costs.

As of  September  30,  1996,  the  Partnership  has a mortgage  payable  with an
insurance  company  in the amount of  $2,521,791.  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 September 30, 1996,  the  Partnership  had two mortgage loans each with an
insurance  company in the amount of $2,020,411  and  $1,924,200.  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 September 30, 1996, the  Blankenbaker  Business Center Joint Venture had a
mortgage  payable with an  insurance  company in the amount of  $4,275,998.  The
mortgage is recorded as a liability  of the Joint  Venture and is secured by the
assets of the Joint Venture.  The  Partnership's  proportionate  interest in the
mortgage at September 30, 1996 is  $1,286,220.  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 September 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 $3,232,866 and $1,930,069.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  interest in the  mortgages as of  September  30, 1996 is $528,168
($330,722 and $197,446). 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).

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 in
1995 also  included  cash which was escrowed for capital  expenditures,  leasing
commissions and tenant  improvements at the properties owned by the L/U II Joint
Venture  and for the  purchase  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
provided  by  investing  activities  were the  result of a release of the escrow
funds discussed above and from the maturity of investment securities. Cash flows
used in financing activities are for cash


                                      -16-

<PAGE>




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

distributions,  payment of loan costs, principal payments on mortgages and notes
payable,  repurchases  of limited  partnership  Units,  and an increase in funds
reserved by the  Partnership  for the repurchase of limited  partnership  units.
Cash flows  provided by  financing  activities  were the result of  increases in
mortgages  payable.  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 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 on July 23, 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
nine months ended September 30, 1996 and 1995.



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


   Limited Partners:
         1996           $      (41,650)    $       222,842    $      222,842
         1995                 (282,356)          1,011,330         1,011,330

   General Partner:
         1996           $         (421)    $         2,251    $        2,251
         1995                   (2,852)             10,215            10,215

As of  September  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  which began in January  1996.
This  commitment is the result of lease  negotiations  with Full Sail Recorders,
Inc. ("Full Sail") which currently  sub-leases  approximately 59,000 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.  The Joint Venture  anticipates  that the allowance will be paid to
Full Sail during the fourth  quarter of 1996 and/or  early 1997.  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 September 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.


                                      -17-

<PAGE>




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

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 the next 12
months 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 was able to repurchase  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  repurchase  an  additional  1,850  Units at a price of $150 per
Unit. As of September 30, 1996, 2,636 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.

                                      -18-

<PAGE>





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

The L/U II Joint  Venture  owns  approximately  6 acres of land  adjacent to the
Lakeshore  Business  Center  development  in  Ft.   Lauderdale,   Florida.   The
Partnership's  proportionate interest at September 30, 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.


                                      -19-

<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

                None.

                                      -20-

<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:    November 11  , 1996


                                      -21-

<PAGE>

<TABLE> <S> <C>




<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF SEPTEMBER 30, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         569,669
<SECURITIES>                                         0
<RECEIVABLES>                                  407,380
<ALLOWANCES>                                    12,790
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      14,017,749
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              15,867,542
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                     11,373,886
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,950,385
<TOTAL-LIABILITY-AND-EQUITY>                15,867,542
<SALES>                                      2,657,231
<TOTAL-REVENUES>                             2,674,930
<CGS>                                                0
<TOTAL-COSTS>                                1,818,456
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             718,231
<INCOME-PRETAX>                               (42,071)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (42,071)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (42,071)
<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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