NTS PROPERTIES IV
10-Q, 1997-08-13
REAL ESTATE
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                                  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, 1997
                              
                                       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 (l) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                   YES  X         NO

Exhibit Index: See page 21
Total Pages: 22



<PAGE>



                                TABLE OF CONTENTS


                                                                    Pages

                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              As of June 30, 1997 and December 31, 1996                 3

            Statements of Operations
              For the three months and six months ended
               June 30, 1997 and 1996                                   4

            Statements of Cash Flows
              For the three months and six months ended
           June 30, 1997 and 1996                                       5

            Notes To Financial Statements                             6-9

Item 2.     Management's Discussion and Analysis of Financial
              Condition and Results of Operations                   10-20


                                    PART II

1.     Legal Proceedings                                               21
2.     Changes in Securities                                           21
3.     Defaults upon Senior Securities                                 21
4.     Submission of Matters to a Vote of Security Holders             21
5.     Other Information                                               21
6.     Exhibits and Reports on Form 8-K                                21

Signatures                                                             22


                                      - 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, 1997  December 31, 1996*
                                                    -------------  ------------------

ASSETS

<S>                                                  <C>             <C>        
Cash and equivalents                                 $   364,116     $   346,479
Cash and equivalents - restricted                        168,432          68,193
Investment securities                                    116,928              --
Accounts receivable, net of allowance
 for doubtful accounts of $2,372 (1997)
 and $7,551 (1996)                                       314,738         347,133
Land, buildings and amenities, net                    13,392,666      13,801,251
Asset held for sale                                      297,251         297,251
Other assets                                             519,461         545,979
                                                     -----------     -----------

                                                     $15,173,592     $15,406,286
                                                     ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                    $10,960,827     $11,236,625
Accounts payable                                         145,425         142,163
Security deposits                                         87,468          83,911
Other liabilities                                        148,709          26,412
                                                     -----------     -----------

                                                      11,342,429      11,489,111

Commitments and Contingencies

Partners' equity                                       3,831,163       3,917,175
                                                     -----------     -----------

                                                     $15,173,592     $15,406,286
                                                     ===========     ===========
</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              337,100           3,406         340,506
Net loss - current year               (51,593)           (521)        (52,114)
Cash distributions declared to
 date                             (21,586,280)       (218,253)    (21,804,533)
Repurchase of limited
 partnership Units                   (487,595)             --        (487,595)
                                 ------------    ------------    ------------

Balances at June 30, 1997        $  4,046,531    $   (215,368)   $  3,831,163
                                 ============    ============    ============
</TABLE>

*      Reference is made to the audited financial statements in the Form 10-K as
       filed with the Commission on March 31, 1997.

                                      - 3 -

<PAGE>

<TABLE>


                                NTS-PROPERTIES IV

                            STATEMENTS OF OPERATIONS


<CAPTION>

                                        Three Months Ended             Six Months Ended
                                             June 30,                      June 30,
                                             --------                      --------

                                        1997           1996          1997           1996
                                    -----------    -----------    -----------    -----------


<S>                                 <C>            <C>            <C>            <C>    
REVENUES:
 Rental income                      $   890,669    $   887,816    $ 1,739,222    $ 1,752,030
 Interest and other income                8,375          3,621         14,486         13,347
                                    -----------    -----------    -----------    -----------

                                        899,044        891,437      1,753,708      1,765,377

EXPENSES:
  Operating expenses                    197,207        150,562        378,533        306,616
  Operating expenses - affiliated        92,949         91,940        192,890        189,070
  Write-off of unamortized
     building costs                          --          6,871             --          6,871
  Amortization of capitalized
     leasing costs                        5,227          5,377         10,452         10,447
  Interest expense                      217,048        244,227        433,404        488,551
  Management fees                        50,243         51,011         98,480        100,183
  Real estate taxes                      53,737         55,227        108,750        110,169
  Professional and administrative
     expenses                            26,564         23,958         51,583         46,391
  Professional and administrative
     expenses - affiliated               39,206         31,164         77,988         74,148
  Depreciation and amortization         226,009        231,875        453,742        462,599
                                    -----------    -----------    -----------    -----------

                                        908,190        892,212      1,805,822      1,795,045
                                    -----------    -----------    -----------    -----------

Net loss                            $    (9,146)   $      (775)   $   (52,114)   $   (29,668)
                                    ===========    ===========    ===========    ===========

Net loss allocated to the
  limited partners                  $    (9,055)   $      (767)   $   (51,593)   $   (29,371)
                                    ===========    ===========    ===========    ===========
Net loss per limited partnership
   unit                             $      (.34)   $      (.03)   $     (1.93)   $     (1.02)
                                    ===========    ===========    ===========    ===========
Weighted average number of
 limited partnership units               26,689         28,110         26,726         28,834
                                    ===========    ===========    ===========    ===========

</TABLE>



                                      - 4 -

<PAGE>

<TABLE>


                                NTS-PROPERTIES IV

                            STATEMENTS OF CASH FLOWS

<CAPTION>

                                               Three Months Ended         Six Months Ended
                                                    June 30,                  June 30,
                                                    --------                  --------

                                                1997         1996         1997         1996
                                             ---------    ---------    ---------    ---------
<S>                                         <C>          <C>          <C>          <C>  
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                    $  (9,146)   $    (775)   $ (52,114)   $ (29,668)
Adjustments to reconcile net loss to net
  cash provided by operating activities:
      Accrued interest on investment
        securities                                 --           --           --        3,642
      Write-off of unamortized building
        costs                                      --        6,871           --        6,871
      Amortization of capitalized leasing
        costs                                   5,227        5,377       10,452       10,447
      Depreciation and amortization           226,009      231,875      453,742      462,599
      Changes in assets and liabilities:
        Cash and equivalents - restricted     (51,886)     (52,620)     (99,989)    (102,963)
        Accounts receivable                    31,236     (129,401)      32,395     (122,437)
        Other assets                           24,607        9,406        4,259      (22,642)
        Accounts payable                      (21,515)     (24,524)       3,262      (45,876)
        Security deposits                       2,330          213        3,557         (102)
        Other liabilities                      63,584       50,878      122,299      104,990
                                            ---------    ---------    ---------    ---------

   Net cash provided by operating
      activities                              270,446       97,300      477,863      264,861
                                            ---------    ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
  amenities                                   (21,200)     (12,440)     (33,350)     (59,104)
Decrease in cash and equivalents -
  restricted                                       --           --           --        2,450
Purchase of investment securities            (116,928)          --     (116,928)          --
Maturity of investment securities                  --           --           --      400,945
                                            ---------    ---------    ---------    ---------

   Net cash provided by (used in)
    investing activities                     (138,128)     (12,440)    (150,278)     344,291
                                            ---------    ---------    ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages and notes
  payable                                    (140,362)    (112,180)    (275,798)    (223,523)
Cash distributions                                 --      (86,342)          --     (176,478)
Additions to loan costs                            --      (33,612)          --      (41,485)
Repurchase of limited partnership Units            --     (116,700)     (33,900)    (304,500)
Decrease in cash and equivalents -
  restricted                                       --       37,200         (250)          --
                                            ---------    ---------    ---------    ---------

   Net cash used in financing activities     (140,362)    (311,634)    (309,948)    (745,986)
                                            ---------    ---------    ---------    ---------

   Net increase (decrease) in cash and
      equivalents                              (8,044)    (226,774)      17,637     (136,834)

CASH AND EQUIVALENTS, beginning of period     372,160      366,550      346,479      276,610
                                            ---------    ---------    ---------    ---------

CASH AND EQUIVALENTS, end of period         $ 364,116    $ 139,776    $ 364,116    $ 139,776
                                            =========    =========    =========    =========

Interest paid on a cash basis               $ 217,052    $ 245,487    $ 436,959    $ 492,560
                                            =========    =========    =========    =========


</TABLE>



                                      - 5 -

<PAGE>



                                NTS-PROPERTIES IV

                          NOTES TO FINANCIAL STATEMENTS


The financial  statements included herein should be read in conjunction with the
Partnership's  1996 Annual Report.  In the opinion of the general  partner,  all
adjustments  (consisting only 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, 1997 and 1996.

1.   Use of Estimates in the Preparation of Financial Statments
     ----------------------------------------------------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during the reporting period.
     Actual results could differ from those estimates.

2.   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.

3.   Interest Repurchase Reserve
     ---------------------------

     Pursuant  to  Section  16.4  of  the  Partnership's  Amended  and  Restated
     Agreement of Limited partnership,  the Partnership  established an Interest
     Repurchase Reserve.  Through June 30, 1997, the Partnership has repurchased
     a total of 3,056 Units for $458,400.  Repurchased  Units are retired by the
     Partnership,  thus  increasing  the share of  ownership  of each  remaining
     investor. On January 10, 1997, the Partnership  indefinitely  suspended the
     Interest Repurchase Program.

4.   Investment Securities
     ---------------------

     Investment  Securities represent  investments in Certificates of Deposit or
     securities issued by the U.S. Government with initial maturities of greater
     than three months.  The investments are carried at cost which  approximates
     market  value.  The  Partnership  intends  to  hold  the  securities  until
     maturity.  During  1996  and  1997,  the  Partnership  sold  no  investment
     securities.  As of June  30,  1996,  the  Partnership  held  no  investment
     securities. The following provides details regarding the investment held at
     June 30, 1997:



                                     Amortized     Maturity     Value at
                    Type               Cost          Date       Maturity
                     ----               ----          ----       --------
           Certificate of Deposit    $ 116,928      09/29/97    $ 118,459







             (Notes to Financial Statements continued on next page)




                                      - 6 -

<PAGE>



5.   Mortgages Payable
     -----------------

     Mortgages payable consist of the following:



                                                   June 30,       December 31,
                                                     1997             1996
                                                   ----------      ----------
     Mortgage payable with an insurance 
     company,  bearing interest at a fixed 
     rate of 8.8%, due October 1, 2004,
     secured by land and building                 $ 2,355,608     $ 2,467,606

     Mortgage payable with an insurance
     company, bearing interest at a fixed
     rate of 7%, due December 5, 2003,
     secured by land, buildings and amenities       1,995,919       2,012,389

     Mortgage payable with an insurance
     company, bearing interest at a fixed
     rate of 7%, due December 5, 2003,
     secured by land, building and amenities        1,900,875       1,916,561

     Mortgage payable with an insurance
     company, bearing interest at a fixed
     rate of 8.5%, due November 15, 2005,
     secured by land and building                   1,214,345       1,262,767

     Mortgage payable with an insurance
     company, bearing interest at a fixed
     rate of 8.125%, due August 1, 2008
     secured by land and building                   1,029,753       1,057,548

     Mortgage payable with an insurance
     company, bearing interest at a fixed
     rate of 8.125%, due August 1, 2008,
     secured by land and building                     987,024       1,013,666

     Mortgage payable with an insurance
     company, bearing interest at a fixed
     rate of 8.125%, due August 1, 2008,
     secured by land and building                     957,115         982,949

     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         325,725         327,573

     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         194,463         195,566
                                                   ----------      ----------

                                                  $10,960,827     $11,236,625
                                                   ==========      ==========

      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 $12,400,000.





                                      - 7 -

<PAGE>



6.   Related Party Transactions
     --------------------------

     Property  management  fees  of  $98,480  and  $100,183  were  paid  to  NTS
     Development   Company,   an  affiliate  of  the  general   partner  of  the
     Partnership, for the six months ended June 30, 1997 and 1996, respectively.
     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.   As  permitted  by  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  $2,303 and $1,479 as a repair and  maintenance fee during the six
     months ended June 30, 1997 and 1996, 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 six months ended June 30, 1997 and 1996. 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. The charges were as follows:


                                                 1997       1996
                                               --------   --------

                   Administrative              $101,434   $ 96,538
                   Leasing                       53,045     60,942
                   Property management          124,941    120,965
                   Other                          1,832      2,247
                                               --------   --------

                                               $281,252   $280,692
                                               ========   ========


7.   Commitments and Contingencies
     -----------------------------

     Philip Crosby  Associates,  Inc.  ("Crosby")  has leased 100% of University
     Business   Center   Phase  II.  The   business   center  is  owned  by  the
     Lakeshore/University II (L/U II) Joint Venture in which the Partnership has
     an 18%  interest.  The  original  lease term was for seven  years,  and the
     tenant took  occupancy in April 1991.  During 1994,  1995 and 1996,  Crosby
     sub-leased  a  portion  of  the  business  center.  Currently,  Crosby  has
     sub-leased,  through  the end of their  lease  term,  approximately  85,000
     square feet (including approximately 10,000 square feet of mezzanine space)
     of University  Business Center Phase II's approximately  88,000 square feet
     of net rentable area (or 96%). Of the total being sub-leased, approximately
     73,000  square feet (or 86%) is being leased by Full Sail  Recorder's  Inc.
     ("Full  Sail"),  a major tenant at  University  Business  Center Phase I, a
     neighboring  property  owned by an affiliate of the General  Partner of the
     Partnership.  Through December 1996, Crosby continued to make rent payments
     pursuant to the original  lease terms.  The Joint Venture  received  notice
     that Crosby did not intend to pay full rental due under the original  lease
     agreement from and after January 1997. The rental income from this property
     accounted for approximately 6% of the  partnership's  total revenues during
     1996.  The Joint Venture  instituted  legal action  against  Crosby to seek
     resolution of this situation. See Note 8 for a further discussion regarding
     the current status of this  situation.  Although the Joint Venture does not
     presently  have  lease   agreements   (except  as  noted  below)  with  the
     sub-lessees noted above,  beginning  February 1997 rent payments from these
     sub-lessees have been made directly to the Joint Venture. The Joint Venture
     is currently negotiating directly with the sub- lessees to enter into lease
     agreements for the space presently sublet. At this time, the future leasing
     and tenant  finish  costs which will be required to release  this space are
     unknown except as noted below for the negotiations with Full Sail.




                                      - 8 -

<PAGE>



7.   Commitments and Contingencies - Continued
     -----------------------------------------

     In December  1995,  Full Sail signed a 33 month lease with the L/U II Joint
     Venture for  approximately  41,000  square  feet of the space it  currently
     sub-leases  from  Crosby.  In  November  1996,  Full  Sail  signed  a lease
     amendment  which  increased  the square  footage from 41,000 square feet to
     48,000 square feet and extended the lease term from 33 months to 76 months.
     In November 1996,  Full Sail also signed a 52 month lease for an additional
     approximately  21,000 square feet it presently sub-leases from Crosby. Both
     lease terms  commence April 1998 when the Crosby lease ends. As part of the
     lease  negotiations,  Full Sail will receive a total of $450,000 in special
     tenant  allowances  ($200,000  resulting  from the  original  lease  signed
     December  1995 and  $250,000  resulting  from the  lease  amendment  signed
     November  1996).  Approximately  $92,000  of the total  allowance  is to be
     reimbursed  by Full  Sail to the L/U II Joint  Venture.  The  Partnership's
     proportionate  share  of the net  commitment  ($450,000  less  $92,000)  is
     approximately  $64,000 or 18%. The tenant allowance will be due and payable
     to Full Sail  pursuant to the  previously  mentioned  lease  agreements  as
     appropriate  invoices  for tenant  finish  costs  incurred by Full Sail are
     submitted  to the L/U II  Joint  Venture.  The  source  of  funds  for this
     commitment  is  expected  to be cash  flows  from  operations  and/or  cash
     reserves.


8.   Subsequent Event
     ----------------

     Crosby has  abandoned  its business  and sold all or most of its  operating
     assets and has  informed the Joint  Venture  that Crosby may be  insolvent.
     Subsequent  to June 30, 1997,  a  conditional  settlement  was reached at a
     mediation conference with Crosby and its corporate parent, whereby, subject
     to the Joint Venture's  acceptance of the settlement  terms,  the corporate
     parent  has  agreed to pay a portion  of  Crosby's  liability  to the Joint
     Venture in full  satisfaction  of all claims  against Crosby and any of its
     affiliates.  The amount of any settlement will be  substantially  less than
     the  aggregate  liability  of Crosby to the Joint  Venture  resulting  from
     Crosby's  default  under its lease.  As a result,  the Joint Venture may be
     forced  to  seek  out  additional   sources  of  capital  to  fund  ongoing
     operations,  including, without limitation, from loans, the sale of assets,
     additional capital  contributions of its partners and/or the admission of a
     new  partner  or  partners,  or from  other  sources.  There is no  present
     assurance that any such needed capital will be available.

























                                      - 9 -

<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:


                                                             1997       1996
                                                             ----       ----
Wholly-Owned Properties
- -----------------------

Commonwealth Business Center Phase I                          82%        89%

Plainview Point Office Center Phases I and II                 82%        86%

The Willows of Plainview Phase I                              95%        92%

Property Owned in Joint Venture with NTS-
Properties V (Ownership % at June 30, 1997)
- -------------------------------------------

The Willows of Plainview Phase II (10%)                       94%        94%

Properties Owned in Joint Venture with NTS-
Properties VI (Ownership % at June 30, 1997)
- --------------------------------------------

Golf Brook Apartments (4%)                                    91%        91%

Plainview Point III Office Center (5%)                        88%        87%

Property Owned in Joint Venture with NTS-
Properties VII, Ltd. and NTS-Properties Plus
Ltd. (Ownership % at June 30, 1997)
- --------------------------------------------

Blankenbaker Business Center 1A (30%)                        100%       100%

Properties Owned through Lakeshore/University
II Joint Venture (L/U II Joint Venture)
(Ownership % at June 30, 1997)
- ---------------------------------------------

Lakeshore Business Center Phase I (18%)                       97%        99%

Lakeshore Business Center Phase II (18%)                      94%        80%

University Business Center Phase II (18%)                     99%        99%



                                     - 10 -

<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, 1997 and 1996 was as follows:



                                         Three Months Ended    Six Months Ended
                                              June 30,             June 30,

                                          1997       1996      1997      1996
                                        --------   --------  --------  --------

Wholly-Owned Properties
- -----------------------

Commonwealth Business Center Phase I     $174,447  $165,709  $335,161  $334,943

Plainview Point Office Center Phases I
and II                                   $134,200  $141,984  $273,396  $268,785

The Willows of Plainview Phase I         $290,530  $276,564  $564,245  $548,770

Property Owned in Joint Venture with
NTS-Properties V (Ownership % at June
30, 1997)
- --------------------------------------

The Willows of Plainview Phase II
(10%)                                    $ 33,175  $ 30,927  $ 64,170  $ 61,182

Properties Owned in Joint Venture with
NTS-Properties VI (Ownership % at June
30, 1997)
- --------------------------------------

Golf Brook Apartments (4%)               $ 26,951  $ 27,960  $ 54,791  $ 55,750

Plainview Point III Office Center (5%)   $ 10,148  $  9,594  $ 19,545  $ 19,871

Property Owned in Joint Venture with
NTS-Properties VII, Ltd. And NTS-
Properties Plus Ltd. (Ownership % at
June 30, 1997)
- ------------------------------------

Blankenbaker Business Center 1A (30%)    $ 69,448  $ 69,422  $138,870  $138,804

Properties Owned through Lakeshore/
University II Joint Venture (L/U II
Joint Venture) (Ownership % at June
30, 1997)
- -----------------------------------

Lakeshore Business Center Phase I
(18%)                                    $ 62,298  $ 63,179  $125,444  $124,321

Lakeshore Business Center Phase II
(18%)                                    $ 63,789  $ 50,980  $123,055  $ 97,827

University Business Center Phase II
(18%)                                    $ 28,698  $ 54,357  $ 45,508  $107,227



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

                                     - 11 -

<PAGE>



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

The 7% decrease in occupancy at  Commonwealth  Business Center Phase I from June
30, 1996 to June 30, 1997 is attributed to one tenant move-out at the end of the
lease term of approximately  5,500 square feet and one tenant,  who had occupied
3,200 square feet,  vacating the premises prior to the end of the lease term due
to a downsizing  decision by the tenant's  parent  company.  The tenant paid the
Partnership  a lease  termination  fee of $6,300 in the  fourth  quarter of 1996
(recorded as rental  income).  There was no accrued  income  connected with this
lease.  Partially offsetting the tenant move-outs are two new leases for a total
of 4,400 square feet.  Average occupancy  remained constant at 89% for the three
months ended June 30, 1996 and 1997 and decreased  from 89% (1996) to 88% (1997)
for  the  six  month  period.  In the  opinion  of the  General  Partner  of the
Partnership,  the decrease in occupancy is only a temporary fluctuation and does
not represent a downward  occupancy trend. The change in rental and other income
at  Commonwealth  Business Center Phase I for the six months ended June 30, 1997
as  compared  to the same  period in 1996 is not  significant.  The  increase in
rental and other income at  Commonwealth  Business  Center Phase I for the three
months ended June 30, 1997 as compared to the same period in 1996 is a result of
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 4% decrease in occupancy at Plainview  Point Office  Center  Phases I and II
from June 30, 1996 to June 30, 1997 is attributed  to three tenant  move-outs at
the end of the lease terms totalling  approximately 3,000 square feet. Partially
offsetting  the  move-outs is an  expansion by a current  tenant of its existing
space by approximately  1,000 square feet. Average occupancy  decreased from 86%
(1996) to 83% (1997) for the three  months  ended June 30 and from 86% (1996) to
85% (1997) for the six month  period.  The change in rental and other  income at
Plainview  Point Office Center Phases I and II for the six months ended June 30,
1997 as compared to the same period in 1996 is not significant. Rental and other
income at Plainview  Point Office Center Phases I and II decreased for the three
months ended June 30, 1997 as compared to the same period in 1996 as a result of
the decrease in average occupancy.

The Willows of Plainview Phase I's occupancy  increased 3% from June 30, 1996 to
June 30, 1997. Average occupancy increased from 91% (1996) to 92% (1997) for the
three  months  ended June 30 and from 89% (1996) to 91% (1997) for the six month
period.  Occupancy at residential  properties  fluctuates on a continuous basis.
Period-ending occupancy percentages represent occupancy only on 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,  1997 as  compared  to the same  periods  in 1996 is due
primarily to the increase in average occupancy.

The Willows of Plainview  Phase II's  occupancy  was at 94% at June 30, 1996 and
1997.  Average  occupancy  increased from 93% (1996) to 94% (1997) for the three
months  ended  June 30 and  decreased  from 95% (1996) to 91% (1997) for the six
month period.  The change in rental and other income at The Willows of Plainview
Phase II for the three  months and six months ended June 30, 1997 as compared to
the same periods in 1996 was not significant.

Golf  Brook  Apartments  occupancy  was 91% at June 30,  1996 and 1997.  Average
occupancy  decreased  from 90% (1996) to 89% (1997) for the three  months  ended
June 30 and  decreased  from 92% (1996) to 91% (1997) for the six month  period.
Rental and other income at Golf Brook  Apartments  remained  fairly constant for
the three  months and six months  ended June 30,  1997 as  compared  to the same
periods in 1996.





                                     - 12 -

<PAGE>



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

The 1% increase in occupancy at Plainview  Point III Office Center from June 30,
1996 to June 30,  1997 is the  result  of  expansions  by two  tenants  of their
existing  space  for a total  of  approximately  2,500  square  feet.  Partially
offsetting the expansions is one tenant vacating approximately 1,600 square feet
due to a downsizing of current  space.  The  downsizing  was done in conjunction
with a lease  renewal,  so there was no  write-off  of accrued  income.  Average
occupancy  decreased  from 94% (1996) to 89% (1997) for the three  months  ended
June 30 and from 95% (1996) to 91% (1997) for the six month  period.  Rental and
other income  remained  fairly constant at Plainview Point III Office Center for
the three  months and six months  ended June 30,  1997 as  compared  to the same
periods in 1996.

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, 1997 as compared to the same periods in 1996 was not significant.

The 2% decrease in occupancy at Lakeshore  Business Center Phase I from June 30,
1996 to June 30,  1997 can be  attributed  to five  tenant  move-outs  totalling
approximately  10,300  square  feet.  The five  move-outs  consist of one tenant
vacating at the end of the lease term (1,800 square feet), one tenant exercising
a termination  option (1,600 square feet - no termination  fee was required) and
three  tenants  vacating  prior  to the  end of the  lease  term - one  due to a
business  decision to  consolidate  its office  space at another  location  (700
square  feet tenant paid rent  through  end of lease),  one due to a  downsizing
decision by the tenant's parent company (1,200 square feet - tenant paid the L/U
II Joint  Venture  a lease  termination  fee  (recorded  as  rental  income)  of
approximately $7,000 of which the Partnership's proportionate share is $1,300 or
18%)  and one due to  bankruptcy  (5,000  square  feet -  tenant  ceased  rental
payments).  The write-off of accrued income  connected with these leases was not
significant.  The move-outs are  partially  offset by five new leases  totalling
approximately  6,400  square feet and an  expansion  by a current  tenant of its
existing space totalling  approximately  2,100 square feet. Average occupancy at
Lakeshore  Business  Center Phase I decreased  from 98% (1996) to 96% (1997) for
the three  months  ended  June 30 and from 98%  (1996) to 95% (1997) for the six
month period. The change in rental and other income at Lakeshore Business Center
Phase I for the three  months and six months  ended June 30, 1997 as compared to
the same periods in 1996 was not significant.

The 14% increase in occupancy  at Lakeshore  Business  Center Phase II from June
30,  1996 to June  30,  1997  can be  attributed  to six  new  leases  totalling
approximately 17,400 square feet which includes  approximately 7,000 square feet
in expansions by two current tenants.  One tenant,  Lambda Physik,  accounts for
nearly  11,000  square  feet of the total new leases and has become the  largest
tenant  in the  building;  occupying  approximately  11% of the  total  building
rentable square feet.  Partially  offsetting the new leases is a downsizing by a
current  tenant of its existing  space of  approximately  3,600 square feet. The
downsizing was the result of a decision by the tenant's management to centralize
its  warehouse  operation  with another  location.  The  downsizing  was done in
conjunction with a lease renewal;  therefore,  there was no write-off of accrued
income.  Average occupancy at Lakeshore  Business Center Phase II increased from
80% (1996) to 94% (1997) for the three  months ended June 30 and from 76% (1996)
to 92% (1997) for the six month period.  The increase in rental and other income
at Lakeshore  Business Center Phase II for the three months and six months ended
June 30, 1997 as compared to the same  periods in 1996 is due  primarily  to the
increase in average occupancy.




                                     - 13 -

<PAGE>



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

As of June 30, 1997,  Lakeshore Business Center Phase II has approximately 1,800
square  feet of  additional  space  leased to a current  tenant.  The  tenant is
expected to take occupancy during the fourth quarter of 1997.

Subsequent  to June 30,  1997, a lease for  approximately  4,200 square feet was
signed  at  Lakeshore  Business  Center  Phase  II with a tenant  who  currently
occupies  approximately  1,300 square feet in Lakeshore Business Center Phase I.
The lease is for six years and the tenant is expected to take occupancy near the
end of the third  quarter of 1997.  With the new leases,  the business  center's
occupancy  should  improve to 100%.  See the  Liquidity  and  Capital  Resources
section of this item for the tenant finish commitment related to this lease.

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center Phase II. The original lease term was for seven years and the tenant took
occupancy in April 1991.  As a result of Crosby  downsizing  and  sub-leasing  a
portion of its leased space, occupancy has decreased to 99% at June 30, 1997 and
1996. During January 1997, Crosby vacated the remaining space it occupied at the
business  center.  See below for a further  discussion  of Crosby and its leased
space.

The decrease in rental and other income at University  Business  Center Phase II
for the three  months and six months ended June 30, 1997 as compared to the same
periods  in 1996  is due to the  following.  Through  the  end of  1996,  Crosby
continued to make rent payments  pursuant to the original  lease term. The Joint
Venture has  received  notice that Crosby does not intend to pay full rental due
under the  lease  agreement  from and after  January  1997.  Although  the Joint
Venture does not presently  have lease  agreements  (except as noted below) with
Crosby's  sub-tenants,  beginning  February  1997,  rent  payments from Crosby's
sub-tenants (see discussion below) are being made directly to the Joint Venture,
which are substantially less than what Crosby owed. Currently, the Joint Venture
is  recognizing  income  to the  extent  of what is  being  collected  from  the
sub-tenants. The decrease in rental and other income for the six month period is
also due to the fact that approximately $70,000 of accrued income connected with
the Crosby lease was written-off  during the first quarter of 1997, of which the
Partnership's proportionate share is approximately $13,000 or 18%.

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 and 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 has 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, 1997 or 1996.

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 Partnership's debt financing.

Interest  and  other  income  includes  income  from  investments  made  by  the
Partnership  with cash reserves.  Interest income increased for the three months
and six months  ended June 30, 1997 as compared to the same periods in 1996 as a
result of an increase in cash reserves available for investment.

The  increase in  operating  expenses  for the three months and six months ended
June 30, 1997 as compared to the same periods in 1996 is due mainly to increased
utility costs,  landscaping costs,  general building maintenance costs and legal
expenses at the  Partnership's  commercial  properties  and increased  costs for
advertising  at The  Willows  of  Plainview  Phases  I and  II.  There  were  no
significant  fluctuations in operating expenses at Golf Brook Apartments for the
three  months and six months ended June 30, 1997 as compared to the same periods
in 1996.


                                     - 14 -

<PAGE>



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

The change in  operating  expenses  -  affiliated  for the three  months and six
months  ended  June 30,  1997 as  compared  to the same  periods  in 1996 is not
significant. 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 change in amortization of capitalized leasing costs for the three months and
six months  ended June 30, 1997 as  compared to the same  periods in 1996 is not
significant.

Interest  expense  decreased  for the three months and six months ended June 30,
1997 as compared to the same periods in 1996 due  primarily to a lower  interest
rate on the  permanent  financing  obtained by the L/U II Joint  Venture in July
1996 (8.125%  compared to a rate of 10.6% on the previous debt). The decrease is
also  due to  continued  principal  payments  on the  mortgages  payable  by the
Partnership  and its Joint  Venture  properties.  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 changes in real estate taxes and  professional and  administrative  expenses
for the three  months and six months ended June 30, 1997 as compared to the same
periods in 1996 are not significant.

The increase in  professional  and  administrative  expense - affiliated for the
three  months an six months  ended June 30, 1997 as compared to the same periods
in  1996 is due to  increased  salary  costs.  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,  1997 as  compared  to the same  periods in 1996 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 $24,700,000.

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

Cash provided by operations for the six months ended June 30 was $477,863 (1997)
and $264,861 (1996). 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.  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.  No  distribution  has been made since the  quarter  ended
September 30, 1996 due to uncertainties  involving the Crosby lease as discussed
below.  Distributions  will be  resumed  once the  Partnership  has  established
adequate  cash  reserves  and is  generating  cash  from  operations  which,  in
management's opinion, is sufficient to warrant future distributions. The primary
source of future liquidity and distributions is expected to be derived from cash
generated by the Partnership's properties after adequate cash reserves are

                                     - 15 -

<PAGE>



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

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 June 30)
were $481,044 and $139,776 at June 30, 1997 and 1996, respectively.

As of June 30, 1997, the  Partnership  has a mortgage  payable with an insurance
company in the amount of  $2,355,608.  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,  1997,  the  Partnership  had two  mortgage  loans  each  with an
insurance  company in the amount of $1,995,919  and  $1,900,875.  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, 1997, the  Blankenbaker  Business Center Joint Venture,  in which
the Partnership  has a joint venture  interest,  had a mortgage  payable with an
insurance  company in the amount of  $4,037,051.  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,
1997 is  $1,214,345.  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, 1997,  the L/U II Joint Venture had three  mortgage loans with an
insurance company.  The outstanding  balances of the loans at June 30, 1997 were
$5,768,923,  $5,529,548 and $5,361,986 for a total of $16,660,457. The loans are
recorded as a liability of the Joint Venture.  The  Partnership's  proportionate
share in the  loans at June 30,  1997 was  $1,029,753,  $987,024  and  $957,115,
respectively,  for a total of $2,973,892. 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.

As of June 30,  1997,  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 $3,196,514 and $1,908,366.  The
mortgages are recorded as a liability of the Joint  Venture.  The  Partnership's
proportionate  interest  in the  mortgages  as of  June  30,  1997  is  $520,188
($325,725 and $194,463). 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


                                     - 16 -`

<PAGE>



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

renewal.  Cash  flows  used in  investing  activities  in 1997  are also 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  with  initial  maturities  of greater than three months to
improve the return on its cash  reserves.  The  Partnership  intends to hold the
securities until maturity.  Cash flows provided by investing  activities  during
the six  months  ended  June  30,  1996  are from  the  maturity  of  investment
securities.  Cash flows provided by investing  activities  during the six months
ended  June 30,  1996 are also the  result of a release  of  escrowed  funds for
capital  expenditures,  leasing  commissions  and  tenant  improvements  at  the
properties  owned  by the  L/U II  Joint  Venture  as  required  by a 1995  loan
agreement. Cash flows used in financing activities are for principal payments on
mortgages and notes payable and repurchases of limited  partnership  Units. Cash
flows used in  financing  activities  during the six months  ended June 30, 1996
were also for cash  distributions and payment of loan costs. Cash flows provided
by financing  activities  during the three months ended June 30, 1996 represents
the  utilization  of cash which has been  reserved  by the  Partnership  for the
repurchase of limited  partnership  Units.  The Partnership  does not expect any
material  changes in the mix and relative cost of capital  resources  except for
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, 1997 and 1996.

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

          Limited Partners:
                  1997         $ (51,593)       $   --          $    --
                  1996           (29,371)         168,624         168,624

          General Partner:
                  1997         $    (521)       $   --          $     --
                  1996              (297)           1,703           1,703

Philip Crosby Associates, Inc. ("Crosby") has leased 100% of University Business
Center Phase II. The original lease term was for seven years and the tenant took
occupancy in April 1991. During the years 1994 through 1996, Crosby sub-leased a
portion of the business center.  Currently,  Crosby has sub-leased,  through the
end  of  their  lease  term,   approximately   85,000  square  feet   (including
approximately  10,000  square feet of mezzanine  space) of  University  Business
Center Phase II's  approximately  88,000  square feet of net  rentable  area (or
96%). Of the total being sub-leased,  approximately  73,000 square feet (or 86%)
is being leased by Full Sail Recorders,  Inc.  ("Full Sail"),  a major tenant at
University Business Center Phase I, a neighboring property owned by an affiliate
of the  General  Partner  of the  Partnership.  Through  December  1996,  Crosby
continued to make rent payments  pursuant to the original lease terms. The Joint
Venture  received notice that Crosby did not intend to pay full rental due under
the original lease agreement from and after January 1997. The rental income from
this property accounted for approximately 6% of the partnership's total revenues
during 1996.  The Joint Venture  instituted  legal action against Crosby to seek
resolution of this situation.  See below for a further discussion  regarding the
current status of this situation.  Although the Joint Venture does not presently
have lease agreements  (except as noted below) with the sub-lessees noted above,
beginning  February  1997 rent payments  from these  sub-lessees  have been made
directly  to the Joint  Venture.  The Joint  Venture  is  currently  negotiating
directly  with the  sub-lessees  to enter  into lease  agreements  for the space
presently sublet. At this time, all future leasing and tenant finish costs which
will be  required to release  this space are  unknown  except as noted below for
negotiations with Full Sail.

                                     - 17 -

<PAGE>



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

Crosby has abandoned  its business and sold all or most of its operating  assets
and has informed the Joint Venture that Crosby may be  insolvent.  Subsequent to
June 30, 1997, a conditional  settlement  was reached at a mediation  conference
with Crosby and its corporate  parent,  whereby,  subject to the Joint Venture's
acceptance of the  settlement  terms,  the corporate  parent has agreed to pay a
portion of Crosby's  liability to the Joint Venture in full  satisfaction of all
claims  against Crosby and any of its  affiliates.  The amount of any settlement
will be substantially  less than the aggregate  liability of Crosby to the Joint
Venture resulting from Crosby's default under its lease. As a result,  the Joint
Venture may be forced to seek out additional  sources of capital to fund ongoing
operations,  including,  without  limitation,  from  loans,  the sale of assets,
additional  capital  contributions of its partners and/or the admission of a new
partner or partners,  or from other sources.  There is no present assurance that
any such needed capital will be available.

In  December  1995,  Full  Sail  signed a 33 month  lease  with the L/U II Joint
Venture  for  approximately  41,000  square  feet  of  the  space  it  currently
sub-leases  from Crosby.  In November 1996,  Full Sail signed a lease  amendment
which increased the square footage from 41,000 square feet to 48,000 square feet
and extended the lease term from 33 months to 76 months.  In November 1996, Full
Sail also signed a 52 month lease for an additional  approximately 21,000 square
feet it presently  sub-leases from Crosby.  Both lease terms commence April 1998
when the Crosby lease ends.  As part of the lease  negotiations,  Full Sail will
receive a total of $450,000 in special  tenant  allowances  ($200,000  resulting
from the original  lease signed  December 1995 and $250,000  resulting  from the
lease  amendment  signed  November  1996).  Approximately  $92,000  of the total
allowance  is to be  reimbursed  by Full Sail to the L/U II Joint  Venture.  The
Partnership's  proportionate share of the net commitment ($450,000 less $92,000)
is approximately $64,000 or 18%. The tenant allowance will be due and payable to
Full Sail pursuant to the previously  mentioned lease  agreements as appropriate
invoices for tenant finish costs  incurred by Full Sail are submitted to the L/U
II Joint Venture. The source of funds for this commitment is expected to be cash
flow from operations and/or cash reserves.

The  Partnership  had no other material  commitments  for renovations or capital
improvements as of June 30, 1997.

Subsequent  to June 30, 1997,  the L/U II Joint  Venture  made a  commitment  of
approximately  $100,000  for tenant  finish  improvements  and leasing  costs at
Lakeshore  Business  Center Phase II. The  commitment is the result of a new six
year lease for  approximately  4,200 square feet. The tenant is expected to take
occupancy  of the space  near the end of the third  quarter.  The  Partnership's
proportionate share of this commitment is approximately $18,000 or 18%.

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.

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.

Pursuant to Section 16.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership, the Partnership established an Interest Repurchase Reserve.
Through June 30, 1997, the  Partnership  has  repurchased a total of 3,056 Units
for $458,400.  Repurchased Units are retired by the Partnership, thus increasing
the share of  ownership of each  remaining  investor.  On January 10, 1997,  the
Partnership  indefinitely  suspended the Interest Repurchase Program.  See below
for further discussion.

                                     - 18 -

<PAGE>



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

Due to  uncertainties  involving  the  Crosby  lease  as  discussed  above,  the
Partnership  suspended  distributions  effective December 30, 1996 and suspended
the repurchase of limited  partnership Units effective January 10, 1997. Once it
is clear  that,  in the  general  partner's  opinion,  the  Partnership  has the
necessary  cash reserve to meet future  leasing and tenant  finish costs and has
rebuilt cash reserves to meet the ongoing needs of the Partnership,  the general
partner will determine whether to reinstate repurchases and distributions.

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 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, 1997 in the asset held for sale
is $297,251.  The Joint Venture continues to actively market the asset for sale.
In management's  opinion,  the net book value approximates the fair market value
less cost to sell.

Some of the statements included in Item 2, Management's  Discussion and Analysis
of  Financial  Condition  and Results of  Operations,  may be  considered  to be
"forward-looking  statements" since such statements relate to matters which have
not yet occurred.  For example,  phrases such as the Partnership  "anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or  expected  may not occur.  Should  such  events not occur,  then the
result which the Partnership expected also may not occur or occur in a different
manner, which may be more or less favorable to the Partnership.  The Partnership
does not  undertake  any  obligations  to  publicly  release  the  result of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or circumstances.


                                     - 19 -

<PAGE>



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

Any forward-looking  statements included in Management's Discussion and Analysis
of Financial  Condition and Results of Operations,  or elsewhere in this report,
which reflect  management's best judgement based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking  statements as a result of a number of factors, including
but not  limited  to those  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The Partnership's principal activity is the leasing and management of commercial
office  buildings,   business  centers  and  apartment  complexes.  If  a  major
commercial  tenant  or a large  number of  apartment  lessees  default  on their
leases,  the  Partnership's   ability  to  make  payments  due  under  its  debt
agreements,  payment of operating costs and other partnership  expenses would be
directly  impacted.  A lessees  ability to make  payments  are  subject to risks
generally  associated with real estate,  many of which are beyond the control of
the Partnership,  including general or local economic  conditions,  competition,
interest rates, real estate tax rates, other operating expenses and acts of God.



































                                     - 20 -

<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

                 No reports on Form 8-K were filed during the three months ended
                 June 30, 1997.

                                     - 21 -

<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,
                                                 General Partner
                                                 By: NTS Capital Corporation,
                                                     General Partner


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


Date:    August 11 , 1997



                                     - 22 -

<TABLE> <S> <C>


<PAGE>


<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF JUNE 30, 1997 AND FROM THE STATEMENT OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         532,548
<SECURITIES>                                   116,928
<RECEIVABLES>                                  314,738
<ALLOWANCES>                                     2,372
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      13,392,666
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              15,173,592
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                     10,960,827
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,831,163
<TOTAL-LIABILITY-AND-EQUITY>                15,173,592
<SALES>                                      1,739,222
<TOTAL-REVENUES>                             1,753,708
<CGS>                                                0
<TOTAL-COSTS>                                4,242,847
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             433,404
<INCOME-PRETAX>                               (52,114)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (52,114)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (52,114)
<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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