NTS PROPERTIES IV
10-Q, 2000-05-12
REAL ESTATE
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<PAGE>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10Q

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934


For the quarterly period ended                      March 31, 2000
                               -------------------------------------------------

                                       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 of other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)


   10172 Linn Station Road
     Louisville, Kentucky                                      40223
- --------------------------------                    ----------------------------
(Address of principal executive                              (Zip Code)
 offices)


                                 (502) 426-4800
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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
                                                                 ---      ----

<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                        Pages
                                                                        -----

                                     PART I


Item 1. Financial Statements

        Balance Sheets and Statement of Partners' Equity
          as of March 31, 2000 and December 31, 1999                      3

        Statements of Operations
         for the three months ended March 31, 2000 and 1999               4

        Statements of Cash Flows
         for the three months ended March 31, 2000 and 1999               5

        Notes to Financial Statements                                  6-12

Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                          13-19

Item 3. Quantitative and Qualitative Disclosures About Market Risk       19


                                    PART II


Item 1. Legal Proceedings                                                20

Item 2. Changes in Securities                                            20

Item 3. Defaults upon Senior Securities                                  20

Item 4. Submission of Matters to a Vote of Security Holders              20

Item 5. Other Information                                                20

Item 6. Exhibits and Reports on Form 8-K                                 20

Signatures                                                               21

                                       -2-

<PAGE>

PART I.  FINANCIAL INFORMATION
         ---------------------
Item 1.  Financial Statements
         --------------------

<TABLE>

                                NTS-PROPERTIES IV
                                -----------------

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
                ------------------------------------------------

<CAPTION>

                                                   As of              As of
                                              March 31, 2000    December 31, 1999 *
                                              --------------    -------------------
                                                (Unaudited)
ASSETS
- ------
<S>                                             <C>                <C>
Cash and equivalents                            $   464,888        $   607,512
Cash and equivalents - restricted                   100,609             60,809
Accounts receivable, net of allowance
 for doubtful accounts of $29,353
 (2000) and $0 (1999)                               188,682            192,079
Land, buildings and amenities, net               10,394,237         10,480,193
Other assets                                        351,545            325,084
                                                -----------        -----------

  TOTAL ASSETS                                  $11,499,961        $11,665,677
                                                ===========        ===========

LIABILITIES AND PARTNERS' EQUITY
- --------------------------------
Mortgages payable                               $ 7,690,210        $ 7,861,645
Accounts payable                                    180,548            224,227
Security deposits                                    69,763             69,991
Other liabilities                                    98,869             48,004
                                                -----------        -----------

  TOTAL LIABILITIES                               8,039,390          8,203,867

COMMITMENTS AND CONTINGENCIES (Note 9)

Partners' equity                                  3,460,571          3,461,810
                                                -----------        -----------

  TOTAL LIABILITIES AND PARTNERS' EQUITY        $11,499,961        $11,665,677
                                                ===========        ===========

</TABLE>

<TABLE>
                                        Limited              General
                                        Partners             Partner              Total
                                        --------             -------              -----
PARTNERS' EQUITY
- ----------------
<S>                                   <C>                  <C>                  <C>
Capital contributions, net of
 offering costs                       $ 25,834,899         $       --           $ 25,834,899
Net income - prior years                   383,189                3,872              387,061
Net loss - current year                     (1,229)                 (12)              (1,241)
Cash distributions declared to
 date                                  (21,586,280)            (218,253)         (21,804,533)
Repurchase of Limited
 Partnership Units                        (955,615)                --               (955,615)
                                      ------------         ------------         ------------
Balances at March 31, 2000            $  3,674,964         $   (214,393)        $  3,460,571
                                      ============         ============         ============

</TABLE>

*    Reference is made to the audited  financial  statements in the Form 10-K as
     filed with the Commission on March 30, 2000.

     The  accompanying  notes to financial  statements  are an integral  part of
     these statements.

                                       -3-

<PAGE>
<TABLE>

                                NTS-PROPERTIES IV
                                -----------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

<CAPTION>

                                                        Three Months Ended
                                                              March 31,
                                                     ---------------------------
                                                            (Unaudited)

                                                      2000               1999
                                                      ----               ----
REVENUES:
- ---------
<S>                                                <C>               <C>
Rental income, net of provision for doubtful
 accounts of $29,353 (2000) and $0 (1999)           $ 833,596         $ 846,090
Interest and other income                               8,330             8,428
                                                    ---------         ---------

                                                      841,926           854,518
                                                    ---------         ---------

EXPENSES:
- ---------
 Operating expenses                                   200,021           190,449
 Operating expenses - affiliated                      113,063           141,636
 Loss on disposal of assets                            56,252            10,720
 Interest expense                                     149,189           172,245
 Management fees                                       45,260            46,877
 Real estate taxes                                     48,342            50,856
 Professional and administrative expenses              30,816            36,635
 Professional and administrative
  expenses - affiliated                                28,020            41,648
 Depreciation and amortization                        172,204           179,111
                                                    ---------         ---------

                                                      843,167           870,177
                                                    ---------         ---------

Net loss                                            $  (1,241)        $ (15,659)
                                                    =========         =========

Net loss allocated to the
 Limited Partners                                   $  (1,229)        $ (15,502)
                                                    =========         =========
Net loss per Limited
 Partnership Unit                                   $   (0.05)        $   (0.62)
                                                    =========         =========
Weighted average number of
 Limited Partnership Units                             24,209            25,082
                                                    =========         =========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                       -4-

<PAGE>

<TABLE>
                                NTS-PROPERTIES IV
                                -----------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

<CAPTION>
                                                           Three Months Ended
                                                               March 31,
                                                         -----------------------
                                                              (Unaudited)

                                                         2000              1999
                                                         ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES
- ------------------------------------
<S>                                                   <C>               <C>
Net loss                                              $  (1,241)        $ (15,659)
Adjustments to reconcile net loss
 to net cash provided by operating activities:
 Provision for doubtful accounts                         29,353              --
 Loss on disposal of assets                              56,252            10,720
 Depreciation and amortization                          172,204           179,111
 Changes in assets and liabilities:
  Cash and equivalents - restricted                     (39,800)          (54,649)
  Accounts receivable                                   (25,956)          (20,925)
  Other assets                                          (26,461)          (73,733)
  Accounts payable                                      (43,679)           39,663
  Security deposits                                        (228)            4,254
  Other liabilities                                      50,867            96,840
                                                      ---------         ---------

 Net cash provided by operating activities              171,311           165,622
                                                      ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Additions to land, buildings and amenities             (142,500)          (77,954)
Maturity of investment securities                          --             140,000
Other                                                      --               6,659
                                                      ---------         ---------

 Net cash (used in) provided by investing
  activities                                           (142,500)           68,705
                                                      ---------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Principal payments on mortgages payable                (171,435)         (166,457)
Repurchase of Limited Partnership Units                    --            (123,000)
Decrease in cash and equivalents - restricted              --             123,000
                                                      ---------         ---------

 Net cash used in financing activities                 (171,435)         (166,457)
                                                      ---------         ---------

 Net (decrease) increase in cash and
  equivalents                                          (142,624)           67,870
                                                      ---------         ---------

CASH AND EQUIVALENTS, beginning of period               607,512           640,969
                                                      ---------         ---------

CASH AND EQUIVALENTS, end of period                   $ 464,888         $ 708,839
                                                      =========         =========

Interest paid on a cash basis                         $ 151,672         $ 172,866
                                                      =========         =========

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                       -5-

<PAGE>

                                NTS-PROPERTIES IV
                                -----------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

The unaudited financial statements included herein should be read in conjunction
with the Partnership's  1999 Form 10-K as filed with the Commission on March 30,
2000. 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 ended March 31, 2000
and 1999.

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

     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.   Concentration of Credit Risk
     ----------------------------

     NTS-Properties  IV  owns  and  operates  commercial  rental  properties  in
     Louisville,  Kentucky and Ft. Lauderdale, Florida. Substantially all of the
     Partnership's  tenants are local  businesses or are  businesses  which have
     operations  in the  locations  in which they lease  space.  In  Louisville,
     Kentucky, one tenant occupies 100% of the net rentable area in Blankenbaker
     Business Center 1A. The Partnership  also owns and operates,  either wholly
     or through a joint venture,  residential  rental  properties in Louisville,
     Kentucky and Orlando, Florida.

3.   Cash and Equivalents - Restricted
     ---------------------------------

     Cash and equivalents - restricted  represent funds received for residential
     security  deposits and funds escrowed with mortgage  companies for property
     taxes  and  insurance  in  accordance  with the loan  agreements  with such
     mortgage companies.

4.   Basis of Property and Depreciation
     ----------------------------------

     Land,   buildings  and  amenities  are  stated  at  historical   cost  less
     accumulated depreciation to the Partnership. Costs directly associated with
     the acquisition, development and construction of a project are capitalized.
     Depreciation is computed using the straight-line  method over the estimated
     useful  lives of the assets  which are 10-30  years for land  improvements,
     5-30 years for buildings and improvements, 5-30 years for amenities and the
     applicable lease term for tenant improvements.

     Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for
     the  Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
     Disposed Of," specifies  circumstances in which certain  long-lived  assets
     must be reviewed for impairment. If the carrying amount of an asset exceeds
     the sum of its expected future cash flows,  the asset's carrying value must
     be written  down to fair value.  Application  of this  standard  during the
     periods  ended  March 31,  2000 and 1999 did not  result in any  impairment
     loss.

                                       -6-

<PAGE>

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

     Mortgages payable consist of the following:

                                                      March 31,     December 31,
                                                        2000           1999
                                                        ----           ----

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
8.8%, due October 1, 2004, secured by land and
building                                             $1,643,629     $1,715,679

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
7.15%, due January 5, 2013, secured by land,
buildings and amenities                               1,823,590      1,845,116

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
7.15%, due January 5, 2013, secured by land,
buildings and amenities                               1,735,970      1,756,462

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
8.5%, due November 15, 2005, secured by land and
building                                                908,054        940,500

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
8.125%, due August 1, 2008, secured by land and
building                                                571,458        583,180

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
8.125%, due August 1, 2008, secured by land and
building                                                531,148        542,043

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
7.2%, due January 5, 2013, secured by land,
buildings and amenities                                 298,239        299,682

Mortgage payable with an insurance company,
bearing interest at a fixed rate of
7.2%, due January 5, 2013, secured by land,
buildings and amenities                                 178,122        178,983
                                                     ----------     ----------
                                                     $7,690,210     $7,861,645
                                                     ==========     ==========

     Based on the borrowing  rates  currently  available to the  Partnership for
     loans  with  similar  terms  and  average  maturities,  the  fair  value of
     long-term debt is approximately $7,500,000.

                                       -7-

<PAGE>

6.   Reclassification of 1999 Financial Statements
     ---------------------------------------------

     Certain  reclassifications  have been made to the March 31, 1999  financial
     statements  to  conform  to  the  March  31,  2000  classifications.  These
     reclassifications have no effect on previously reported operations.

7.   Related Party Transactions
     --------------------------

     Property   management  fees  of  $45,260  and  $46,877  were  paid  to  NTS
     Development   Company,   an  affiliate  of  the  General   Partner  of  the
     Partnership,   for  the  three  months  ended  March  31,  2000  and  1999,
     respectively,  pursuant to an agreement  with the  Partnership.  The fee is
     equal to 5% of the gross revenues from residential properties and 6% of the
     gross revenues from commercial properties.  Also permitted by an agreement,
     NTS Development  Company will receive a repair and maintenance fee equal to
     5.9% of costs which relate to capital  improvements.  The  Partnership  has
     incurred  $13,662  and  $2,569 as a repair and  maintenance  fee during the
     three  months  ended  March  31,  2000  and  1999,  respectively,  and  has
     capitalized  these costs 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 three months ended March 31,
     2000 and 1999.  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.

                                            Three Months Ended
                                                  March 31,
                                    ---------------------------------
                                          2000               1999
                                          ----               ----

        Administrative                 $ 47,451            $ 51,573
        Leasing                          25,450              47,091
        Property Management              74,452              81,477
        Other                             1,292              12,662
                                       --------            --------
                                       $148,645            $192,803
                                       ========            ========


     On February 7, 2000, ORIG, LLC. (the  "Affiliate")  purchased  Interests in
     the Partnership pursuant to an Agreement,  Bill of Sale and Assignment,  by
     and  among  the  Affiliate  and  four  investors  in the  Partnership  (the
     "Purchase  Agreement").  The  Affiliate  purchased  565  Interests  in  the
     Partnership for a total  consideration  of $136,629 for an average price of
     $241.82 per Interest.  The Affiliate  paid these  investors a premium above
     the  purchase  price  previously  offered for  Interests  pursuant to prior
     tender  offers  because  this  purchase  allowed the  Affiliate to purchase
     substantial numbers of Interests without incurring the significant expenses
     involved with a tender offer and multiple transfers.

8.   Transactions Affecting the Investment in Lakeshore/University II Joint
     ---------------------------------------------------------------------------
     Venture
     -------

     On  July  1,  1999,   NTS-Properties   V  contributed   $1,737,000  to  the
     Lakeshore/University  II Joint  Venture (L/U II Joint  Venture).  The other
     partners in the Joint Venture,  including  NTS-Properties  IV, did not make
     capital contributions at that time. Accordingly,  the ownership percentages
     of the other  partners in the Joint Venture  decreased.  Effective  July 1,
     1999,  NTS-Properties  IV's percentage of ownership in the Joint Venture is
     11.93%, as compared to 17.86% prior to July 1, 1999.

                                       -8-

<PAGE>

9.   Commitments and Contingencies
     -----------------------------

     The  Partnership,  as an  owner  of real  estate,  is  subject  to  various
     environmental  laws of federal  and local  governments.  Compliance  by the
     Partnership with existing laws has not had a material adverse effect on the
     Partnership's  financial condition and results of operations.  However, the
     Partnership cannot predict the impact of new or changed laws or regulations
     on its  current  properties  or on  properties  that it may  acquire in the
     future.

     The Partnership does not believe there is any litigation threatened against
     the Partnership other than routine  litigation  arising out of the ordinary
     course of business,  some of which is expected to be covered by  insurance,
     none  of  which  is  expected  to have a  material  adverse  effect  on the
     consolidated financial statements of the Partnership.

     Pursuant to a contract signed on December 6, 1999, the Lakeshore/University
     II Joint  Venture has a  commitment  to construct a building to be known as
     Lakeshore  Business  Center Phase III. The  construction  began in December
     1999 and the  cost is  currently  estimated  to be  $4,000,000  and will be
     funded by working capital and  approximately  $2,680,000 in debt financing.
     (See Notes to Financial Statements "11. Subsequent Event").

10.  Segment Reporting
     -----------------

     The Partnership's  reportable  operating  segments include  residential and
     commercial real estate operations. The residential operations represent the
     Partnership's   ownership  and  operating  results  relative  to  apartment
     complexes known as Golf Brook and The Willows of Plainview Phases I and II.
     The  commercial  operations  represent  the  Partnership's   ownership  and
     operating  results  relative to suburban  commercial  office space known as
     Commonwealth  Business Center Phase I, Plainview Point Office Center Phases
     I, II and III,  Blankenbaker  Business  Center  1A and  Lakeshore  Business
     Center Phases I and II.

     The financial information of the operating segments has been prepared using
     a management  approach,  which is  consistent  with the basis and manner in
     which the Partnership's management internally reports financial information
     for the purposes of assisting in making internal operating  decisions.  The
     Partnership  evaluates  performance based on stand-alone  operating segment
     net income.

                                       -9-

<PAGE>

10.Segment Reporting - Continued
   -----------------------------

<TABLE>

                                            Three Months Ended March 31, 2000
                                    --------------------------------------------------

                                    Residential         Commercial             Total
                                    -----------         ----------           ---------
<S>                                   <C>                 <C>                 <C>
Rental income                         $352,056            $481,540            $833,596
Other                                    1,109               2,472               3,581
                                      --------            --------            --------

Total net revenues                    $353,165            $484,012            $837,177
                                      --------            --------            --------

Operating expenses                     120,136             192,942             313,078
Loss on disposal of assets              40,563              15,689              56,252
Interest expense                        71,353              77,836             149,189
Management fees                         17,925              27,335              45,260
Real estate taxes                       19,345              28,997              48,342
Depreciation expense                    59,233             107,427             166,660
                                      --------            --------            --------
Depreciation expense

Net income                            $ 24,610            $ 33,786            $ 58,396
                                      ========            ========            ========

</TABLE>

<TABLE>

                                            Three Months Ended March 31, 1999
                                    --------------------------------------------------

                                    Residential         Commercial             Total
                                    -----------         ----------           ---------
<S>                                   <C>                 <C>                 <C>
Rental income                         $372,862            $473,228            $846,090
Other                                    1,687               6,449               8,136
                                      --------            --------            --------

Total net revenues                    $374,549            $479,677            $854,226
                                      --------            --------            --------

Operating expenses                     126,863             205,222             332,085
Loss on disposal of assets              10,720                --                10,720
Interest expense                         8,440              58,518              66,958
Management fees                         18,658              28,219              46,877
Real estate taxes                       16,803              34,053              50,856
Depreciation expense                    57,770             117,775             175,545
                                      --------            --------            --------
Depreciation expense

Net income                            $135,295            $ 35,890            $171,185
                                      ========            ========            ========

</TABLE>

                                      -10-

<PAGE>

10.Segment Reporting - Continued
   -----------------------------

   A  reconciliation  of  the  totals  reported  for  the operating  segments to
   the applicable line items  in the consolidated   financial statements for the
   three  months  ended  March 31,  2000 and  1999 is  necessary  given  amounts
   recorded  at  the  Partnership  level  and  not  allocated  to the  operating
   properties for internal reporting purposes.

<TABLE>

                                                        Three Months Ended
                                                              March 31,
                                                   -----------------------------

                                                     2000                 1999
                                                     ----                 ----

NET REVENUES
- ------------
<S>                                               <C>                   <C>
Total revenues for reportable segments            $ 837,177             $ 854,226
Other income for Partnership                          4,624                18,204
Eliminations                                            125               (17,912)
                                                  ---------             ---------

 Total consolidated net revenues                  $ 841,926             $ 854,518
                                                  =========             =========

OPERATING EXPENSES
- ------------------
Total operating expenses for
 reportable segments                                313,078               332,085
Operating expenses for Partnership                        6                  --
                                                  ---------             ---------

 Total operating expenses                         $ 313,084             $ 332,085
                                                  =========             =========

INTEREST EXPENSE
- ----------------
Total interest expense for reportable
 segments                                           149,189                66,958
Interest expense for Partnership                       --                 105,287
                                                  ---------             ---------

 Total interest expense                           $ 149,189             $ 172,245
                                                  =========             =========

DEPRECIATION AND AMORTIZATION
- -----------------------------
Total depreciation and amortization
 for reportable segments                            166,660               175,545
Depreciation and amortization for
Partnership                                           4,089                 2,110
Eliminations                                          1,455                 1,456
                                                  ---------             ---------

 Total depreciation and amortization              $ 172,204             $ 179,111
                                                  =========             =========

NET INCOME (LOSS)
- -----------------
Total net income for reportable
 segments                                            58,396               171,185
Net loss for Partnership                            (58,308)             (167,477)
Eliminations                                         (1,329)              (19,367)
                                                  ---------             ---------

 Total net loss                                   $  (1,241)            $ (15,659)
                                                  =========             =========

</TABLE>
                                      -11-

<PAGE>

11.  Subsequent Event
     ----------------

     On April 24, 2000,  the  Lakeshore/University  II Joint Venture  obtained a
     commitment  from a bank for an amount not exceeding  $2,680,000 to fund the
     construction of Lakeshore Business Center Phase III. The funds will be used
     by  the  Lakeshore/University  II  Joint  Venture  to  construct  Lakeshore
     Business Center Phase III. The loan bears a variable interest rate equal to
     a daily  floating  LIBOR rate as quoted for  30-day  investments,  plus 230
     basis points and is secured by 3.8 acres of land  located at the  Lakeshore
     Business Center  Development and the improvements now and hereafter located
     on the land.

                                      -12-

<PAGE>

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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A") is  structured  in four major  sections.  The first section
provides  information  related to  occupancy  levels and rental and other income
generated  by the  Partnership's  properties.  The  second  analyzes  results of
operations on a consolidated basis. The final sections address consolidated cash
flows and  financial  condition.  A  discussion  of  certain  market  risks also
follows.  MD&A should be read in  conjunction  with the Financial  Statements in
Item 1 and the Cautionary Statements below.

Cautionary Statements
- ---------------------

Some  of  the  statements  included  in  this  Item 2 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 event 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.

Any  forward-looking  statements  included in MD&A 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 lessee's  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.

Results of Operations
- ---------------------
The  occupancy  levels at the  Partnership's  properties as of March 31 were as
follows:
                                                      2000 (1)    1999
                                                      --------    ----

Wholly-owned Properties
- -----------------------
Commonwealth Business Center Phase I                    93%        92%

Plainview Point Office Center Phases I & II             78%        53%

The Willows of Plainview Phase I (2)                    93%        96%

Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties V (Ownership % at March 31, 2000)
- ------------------------------------------------

The Willows of Plainview Phase II (9.7%) (2)            91%        99%

                            (Continued on next page)

                                      -13-

<PAGE>

Results of Operations - Continued
- ---------------------------------
                                                       2000 (1)    1999
                                                       --------    ----

Properties Owned in Joint Venture with
- --------------------------------------
NTS-Properties VI (Ownership % at March 31, 2000)
- -------------------------------------------------

Golf Brook Apartments (3.97%) (2)                        91%         96%

Plainview Point III Office Center (4.96%) (2)            87%         93%

Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties VII, Ltd. and NTS-Properties Plus
- ------------------------------------------------
Ltd. (Ownership % at March 31, 2000)
- ------------------------------------

Blankenbaker Business Center 1A (29.61%)                100%        100%

Properties Owned through Lakeshore/University II
- ------------------------------------------------
Joint Venture (L/U II Joint Venture)
- ------------------------------------

Lakeshore Business Center Phase I (3)                    76%         72%

Lakeshore Business Center Phase II (2) (3)               79%         85%


1)   Current occupancy levels are considered  adequate to continue the operation
     of the Partnership's properties.

2)   In the opinion of the General Partner of the  Partnership,  the decrease in
     period  ending  occupancy  is only a  temporary  fluctuation  and  does not
     represent a permanent downward occupancy trend.

3)   Ownership percentage was 11.93% as of March 31, 2000 and 17.86% as of March
     31, 1999. See Notes to Financial Statements "8. Transactions  Affecting the
     Investment in Lakeshore/University II Joint Venture."

Average occupancy levels at the Partnership's properties during the three months
ended March 31 were as follows:

                                                     Three Months Ended
                                                          March 31,
                                                     ------------------

                                                       2000       1999
                                                       ----       ----

Wholly-owned Properties
- -----------------------
Commonwealth Business Center Phase I                    93%        92%

Plainview Point Office Center Phases I & II             78%        57%

The Willows of Plainview Phase I                        95%        93%

Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties V (Ownership % at March 31, 2000)
- ------------------------------------------------

The Willows of Plainview Phase II (9.7%) (1)            89%        94%

                            (Continued on next page)

                                      -14-

<PAGE>

Results of Operations - Continued
- ---------------------------------
                                                       Three Months Ended
                                                             March 31,
                                                       ------------------

                                                        2000        1999
                                                        ----        ----

Properties Owned in Joint Venture with
- --------------------------------------
NTS-Properties VI (Ownership % at March 31, 2000)
- -------------------------------------------------

Golf Brook Apartments (3.97%) (1)                         94%         95%

Plainview Point III Office Center (4.96%) (1)             87%         92%

Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties VII, Ltd. and NTS-Properties Plus
- ------------------------------------------------
Ltd. (Ownership % at March 31, 2000)
- ------------------------------------

Blankenbaker Business Center 1A (29.61%)                 100%        100%

Properties Owned through Lakeshore/University II
- ------------------------------------------------
Joint Venture (L/U II Joint Venture)
- ------------------------------------

Lakeshore Business Center Phase I (1) (2)                 76%         79%

Lakeshore Business Center Phase II (1) (2)                78%         85%


1)   In the opinion of the General Partner of the  Partnership,  the decrease in
     average occupancy is only a temporary  fluctuation and does not represent a
     permanent downward occupancy trend.

2)   Ownership percentage was 11.93% as of March 31, 2000 and 17.86% as of March
     31, 1999. See Notes to Financial Statements "8. Transactions  Affecting the
     Investment in Lakeshore/University II Joint Venture."

The rental and other income  generated by the  Partnership's  properties for the
three months ended March 31, 2000 and 1999 was as follows:

                                                          Three Months Ended
                                                               March 31,
                                                        ----------------------

                                                         2000             1999
                                                         ----             ----

Wholly-owned Properties
- -----------------------

Commonwealth Business Center Phase I                    $188,793        $186,270

Plainview Point Office Center Phases I & II             $144,961        $ 87,212

The Willows of Plainview Phase I                        $292,693        $310,499

Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties V (Ownership % at March 31, 2000)
- ------------------------------------------------

The Willows of Plainview Phase II (9.7%)                $ 30,294        $ 34,337

                            (Continued on next page)

                                      -15-

<PAGE>

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

                                                          Three Months Ended
                                                               March 31,
                                                        ----------------------

                                                         2000             1999
                                                         ----             ----

Properties Owned in Joint Venture with
- --------------------------------------
NTS-Properties VI (Ownership % at March 31, 2000)
- -------------------------------------------------

Golf Brook Apartments (3.97%)                            $30,179        $29,713

Plainview Point III Office Center (4.96%)                $ 9,783        $ 9,398

Property Owned in Joint Venture with
- ------------------------------------
NTS-Properties VII, Ltd. and NTS-Properties Plus
- ------------------------------------------------
Ltd. (Ownership % at March 31, 2000)
- ------------------------------------

Blankenbaker Business Center 1A (29.61%)                 $59,272        $70,448

Properties Owned through Lakeshore/University II
- ------------------------------------------------
Joint Venture (L/U II Joint Venture)
- ------------------------------------

Lakeshore Business Center Phase I (1)                    $40,950        $62,193

Lakeshore Business Center Phase II (1)                   $40,253        $59,584


1)   Represents  ownership percentage of 11.93% for the three months ended March
     31, 2000 and 17.86% for the three months ended March 31, 1999. See Notes to
     Financial   Statements  "8.   Transactions   Affecting  the  Investment  in
     Lakeshore/University II Joint Venture."

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

The following is an analysis of material  changes in results of  operations  for
the periods  ending March 31, 2000 and 1999.  Items that did not have a material
impact on operations  for the periods  listed above have been excluded from this
discussion.

Operating  expenses - affiliated  decreased  $28,600 or 20% for the three months
ended March 31,  2000,  as compared to the same period in 1999.  The decrease is
primarily  due  to  decreased   salary  and  overhead  costs  allocated  to  the
Partnership  as a result of  personnel  status  changes.  Operating  expenses  -
affiliated  are  expenses  incurred for  services  performed by NTS  Development
Company, an affiliate of the General Partner.

Loss on disposal of assets for the three  months  ended March 31,  2000,  can be
attributed  to the  retirement  of building  costs at The  Willows of  Plainview
Phases I and II and Lakeshore  Business Centers Phases I and II. The retirements
are the  result  of  exterior  wood and paint  replacements  at The  Willows  of
Plainview I and II and common area  renovations  at Lakeshore  Business  Centers
Phases I and II. Loss on disposal of assets for the three months ended March 31,
1999,  can be attributed to the  retirement of building  costs at the Willows of
Plainview  Phases I and II. The retirements are the result of the replacement of
the alarm  system.  These losses  represent the cost to retire assets which were
not fully depreciated at the time of the replacements.

                                      -16-

<PAGE>

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

Interest  expense  decreased  approximately  $23,000 or 13% for the three months
ended March 31, 2000, as compared to the same period in 1999.  The decreases are
primarily due to required  principal  payments on the  mortgages  payable of the
Partnership's properties.

Professional and administrative  expenses - affiliated  decreased  approximately
$13,600 or 33% for the three months ended March 31, 2000 as compared to the same
period in 1999 primarily as a result of decreased  overhead  costs  allocated to
the  Partnership  as a result of  personnel  status  changes.  Professional  and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by NTS Development Company, an affiliate of the General Partner.

Depreciation  is computed  using the  straight-line  method  over the  estimated
useful  lives of the assets  which are 10-30 years for land  improvements,  5-30
years  for  buildings  and  improvements,  5-30  years  for  amenities  and  the
applicable  lease  term  for  tenant  improvements.  The  aggregate  cost of the
Partnership's properties for Federal tax purposes is approximately $21,447,190.

Also  contributing  to all of the  decreases  discussed  above is a decrease  in
ownership  of the  Lakeshore/University  II Joint  Venture from 17.86% to 11.93%
effective  July 1, 1999.  See Notes to  Financial  Statements  "8.  Transactions
Affecting the Investment in Lakeshore/University II Joint Venture."

Consolidated Cash Flows and Financial Condition
- -----------------------------------------------

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 2000 or obtain
new tenants are unknown.

Cash flows provided by (used in):

                                     2000              1999
                                     ----              ----

Operating activities              $ 171,311         $ 165,622
Investing activities               (142,500)           68,705
Financing activities               (171,435)         (166,457)
                                  ---------         ---------

Net (decrease) increase in
 cash and equivalents             $(142,624)        $  67,870
                                  =========         =========


Net cash provided by operating activities increased approximately $5,700 for the
three months ended March 31, 2000,  as compared to the same period in 1999.  The
increase  was  primarily  driven  by a  decrease  in net loss  from  operations,
partially offset by increased payments on accounts payable.

Net cash used in investing activities increased  approximately  $211,200 for the
three  months  ended March 31, 2000 as compared to the same period in 1999.  The
primary  reason for the  increase  in funds used in  investing  activities  were
increased  capital  expenditures,  offset by the  decrease  in the  maturity  of
investment securities.

                                      -17-

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
- -----------------------------------------------------------

No distributions were made for the three months ended March 31, 2000 or the year
ended December 31, 1999.  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 established for future leasing costs,  tenant finish costs and other capital
improvements.  Cash reserves (which are  unrestricted  cash and  equivalents) as
shown on the Partnership's balance sheet as of March 31, 2000 were $464,888.

Due to the fact that no  distributions  were made during the three  months ended
March  31,  2000  or  1999,  the  table,  which  presents  that  portion  of the
distribution  which  represents  a return of  capital  on a  Generally  Accepted
Accounting Principle basis, has been omitted.

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required by lease negotiations and the construction of Lakeshore Business Center
Phase III as discussed below.  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 the improvements
are  determined  by  the  size  of  the  space  being  leased  and  whether  the
improvements  are for a new tenant or incurred  because of a lease renewal.  The
tenant finish  improvements will be funded by cash flow from operations and cash
reserves.

As of March 31, 2000, the Partnership plans to renovate the community  clubhouse
at Golf Brook Apartments. The estimated cost of this renovation is $200,000. The
Partnership  plans to fund the  renovations  out of the $2,500,000 loan obtained
September 23, 1999 secured by the Plainview Point III Office Center.

Pursuant to a contract signed on December 6, 1999, the  Lakeshore/University  II
Joint  Venture has a commitment to construct a building to be known as Lakeshore
Business Center Phase III on 3.8 acres of land it owns at the Lakeshore Business
Center  Development.  The  construction  began in December  1999 and the cost is
currently  estimated to be $4,000,000 and will be funded by working  capital and
approximately $2,680,000 in debt financing.

The  Partnership  has no other material  commitments  for renovations or capital
improvements as of March 31, 2000.

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 for the Partnership's  remaining commercial
properties are handled by leasing  agents,  who are 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, who

                                      -18-

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
- -----------------------------------------------------------

are 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,
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 Plainview Point Office Center Phases I, II and III 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.

Year 2000
- ---------

During  1999,  all  divisions  of  NTS  Corporation,   including  NTS-Properties
Associates  IV, the  General  Partner of the  Partnership,  reviewed  the effort
necessary  to  prepare  NTS'  information   systems  (IT)  and   non-information
technology  with embedded  technology  (ET) for the Year 2000.  The  information
technology  solutions  were  addressed  separately  for the Year 2000  since the
Partnership  saw the need to move to more  advanced  management  and  accounting
systems made  available by new technology  and software  development  during the
decade of the  1990's.  NTS'  property  management  staff  surveyed  vendors  to
evaluate  embedded  technology in our alarm systems,  HVAC  controls,  telephone
systems and other computer associated  facilities.  Some equipment was replaced,
while others had circuitry upgrades.

In 1999, the PILOT software system,  purchased in the early 1990's, needed to be
replaced by a windows based network system both for NTS' headquarters  functions
and other locations.  The real estate  accounting  system  developed,  sold, and
supported  by the Yardi  Company of Santa  Barbara,  California  was selected to
replace  PILOT.  The Yardi system was fully  implemented  and  operational as of
December 31, 1999. Our system for residential  apartment locations was converted
to GEAC's  Power  Site  System  earlier  in 1998.  There  have been no Year 2000
related problems with either system.

The cost of these advances in NTS' systems technology is not all attributable to
the Year 2000  issue  since  NTS had  already  identified  the need to move to a
network based system regardless of the Year 2000. The Partnership's share of the
costs  involved  were  approximately  $70,000  over 1999 and 1998.  These  costs
primarily include the purchase, lease and maintenance of hardware and software.

At the date of this filing the  Partnership  did not experience any  significant
operating issues relative to the Year 2000 issue. Despite diligent  preparation,
unanticipated  third-party  failures,  inability of our tenants to pay rent when
due, more general public  infrastructure  failures or failure of our remediation
efforts  as  planned  could have a  material  adverse  impact on our  results of
operations, financial conditions and/or cash flows in 2000 and beyond.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate.  At March 31,  2000,  a  hypothetical  100 basis  point  increase in
interest  rates would  result in an  approximate  $300,000  decrease in the fair
value of debt.

                                      -19-

<PAGE>

PART II.  OTHER INFORMATION
          -----------------

Item 3.   Defaults upon Senior Securities
          -------------------------------

          None.

Item 5.   Other Information
          -----------------

          None.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          (a)  Exhibits:

               Exhibit 27.  Financial Data Schedule.

          (b)  Reports on Form 8-K:

               None.

Items 1, 2 and 4 are not applicable and have been omitted.

                                      -20-

<PAGE>

                                   SIGNATURES
                                   ----------

Pursuant  to  the   requirements  of  the  Securities   Exchange  Act  of  1934,
NTS-Properties  IV 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/ Gregory A. Wells
                                             -----------------------------------
                                             Gregory A. Wells
                                             Senior Vice President and
                                             Chief Financial Officer of
                                             NTS Capital Corporation

Date: May 12, 2000

                                      -21-


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 2000 AND FROM THE  STATEMENT OF  OPERATIONS  FOR THE THREE
MONTHS  ENDED MARCH 31, 2000 AND IS  QUALIFIED  IN ITS  ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-END>                                   MAR-31-2000
<CASH>                                         464,888
<SECURITIES>                                   0
<RECEIVABLES>                                  188,682
<ALLOWANCES>                                   29,353
<INVENTORY>                                    0
<CURRENT-ASSETS>                               0<F1>
<PP&E>                                         10,394,237
<DEPRECIATION>                                 0<F2>
<TOTAL-ASSETS>                                 11,499,961
<CURRENT-LIABILITIES>                          0<F1>
<BONDS>                                        7,690,210
                          0
                                    0
<COMMON>                                       0
<OTHER-SE>                                     3,460,571
<TOTAL-LIABILITY-AND-EQUITY>                   11,499,961
<SALES>                                        833,596
<TOTAL-REVENUES>                               841,926
<CGS>                                          0
<TOTAL-COSTS>                                  693,978
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             149,189
<INCOME-PRETAX>                                (1,241)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            (1,241)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (1,241)
<EPS-BASIC>                                    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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