FORM 10-QSB---QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] 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 0-13454
NATIONAL PROPERTY INVESTORS 7
(Exact name of small business issuer as specified in its charter)
California 13-3230613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a)
NATIONAL PROPERTY INVESTORS 7
BALANCE SHEET
(Unaudited)
(in thousands, except per unit data)
September 30, 1999
Assets
Cash and cash equivalents $ 1,999
Receivables and deposits 424
Restricted escrows 459
Other assets 487
Investment properties:
Land $ 3,738
Buildings and related personal property 42,614
46,352
Less accumulated depreciation (27,117) 19,235
$ 22,604
Liabilities and Partners' (Deficit) Capital
Liabilities
Accounts payable $ 102
Tenant security deposit liabilities 117
Accrued property taxes 149
Other liabilities 244
Mortgage notes payable 20,216
Partners' (Deficit) Capital:
General partner $ (285)
Limited partners (60,517 units
issued and outstanding) 2,061 1,776
$ 22,604
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 7
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
Revenues:
Rental income $ 1,808 $ 1,742 $ 5,405 $ 5,119
Other income 70 109 211 294
Total revenues 1,878 1,851 5,616 5,413
Expenses:
Operating 710 774 2,114 2,298
General and administrative 45 105 189 317
Depreciation 450 432 1,321 1,279
Interest 409 409 1,230 1,229
Property taxes 103 97 319 292
Total expenses 1,717 1,817 5,173 5,415
Net income (loss) 161 $ 34 $ 443 $ (2)
Net income allocated
to general partner (1%) $ 2 $ -- $ 4 $ --
Net income (loss) allocated
to limited partners (99%) 159 34 439 (2)
$ 161 $ 34 $ 443 $ (2)
Net income (loss) per limited
partnership unit $ 2.63 $ .56 $ 7.25 $ (.03)
Distributions per limited
partnership unit $ -- $ 12.27 $ 4.91 $ 27.17
See Accompanying Notes to Financial Statements
c)
NATIONAL PROPERTY INVESTORS 7
STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
(Unaudited)
(in thousands, except per unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 60,517 $ 1 $30,259 $30,260
Partners' (deficit) capital at
December 31, 1998 60,517 $ (286) $ 1,919 $ 1,633
Distributions to partners -- (3) (297) (300)
Net income for the nine months
ended September 30, 1999 -- 4 439 443
Partners' (deficit) capital
at September 30, 1999 60,517 $ (285) $ 2,061 $ 1,776
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 7
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
1999 1998
Cash flows from operating activities:
Net income (loss) $ 443 $ (2)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 1,321 1,279
Amortization of loan costs 83 83
Change in accounts:
Receivables and deposits 48 (146)
Other assets (62) 29
Accounts payable 45 (5)
Tenant security deposit liabilities (12) 1
Accrued property taxes (31) 182
Other liabilities (8) 9
Net cash provided by operating activities 1,827 1,430
Cash flows from investing activities:
Property improvements and replacements (523) (282)
Net (deposits to) withdrawals from restricted escrows (49) 164
Net cash used in investing activities (572) (118)
Cash flows from financing activities:
Payments on mortgage notes payable (30) (28)
Distributions to partners (300) (1,661)
Net cash used in financing activities (330) (1,689)
Net increase (decrease)in cash and cash equivalents 925 (377)
Cash and cash equivalents at beginning of period 1,074 2,500
Cash and cash equivalents at end of period $ 1,999 $ 2,123
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,144 $ 1,147
See Accompanying Notes to Financial Statements
e)
NATIONAL PROPERTY INVESTORS 7
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements of National Property Investors 7
(the "Partnership" or "Registrant") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of NPI Equity Investments, Inc. (the "Managing General Partner"
or "NPI Equity"), all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three and nine month periods ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1999. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's Annual Report on
Form 10-KSB for the year ended December 31, 1998.
NOTE B - TRANSFER OF CONTROL
Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. ("Insignia") and Insignia
Properties Trust merged into Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust, with AIMCO being the
surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100%
ownership interest in the Managing General Partner. The Managing General
Partner does not believe that this transaction will have a material effect on
the affairs and operations of the Partnership.
NOTE C - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following payments were made to the Managing General Partner and affiliates
during the nine month periods ended September 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating expenses) $285 $272
Reimbursement for services of affiliates (included in
investment properties and operating and general and
administrative expenses) 139 154
Non-accountable reimbursement (included in general and
administrative expenses) -- 91
Partnership management fee (included in general and
administrative expenses) -- 34
During the nine months ended September 30, 1999 and 1998, affiliates of the
Managing General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's properties for providing property management services. The
Registrant paid to such affiliates approximately $285,000 and $272,000 for the
nine months ended September 30, 1999 and 1998, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $139,000 and
$154,000 for the nine months ended September 30, 1999 and 1998, respectively,
including approximately $15,000 and $9,000, respectively, in reimbursements for
construction oversight costs.
For services relating to the administration of the Partnership and operation of
Partnership properties, the Managing General Partner is entitled to receive
payment for non-accountable expenses up to a maximum of $150,000 per year from
distributions from operations, based upon the number of Partnership units sold,
subject to certain limitations. The Managing General Partner received
approximately $91,000 in reimbursements for the nine months ended September 30,
1998. The Managing General Partner was not entitled to receive a similar
reimbursement during the nine months ended September 30, 1999 because there were
no distributions from operations.
For managing the affairs of the Partnership, the Managing General Partner of the
Partnership is entitled to receive a partnership management fee. The fee is
equal to 4% of the Partnership's adjusted cash from operations, as defined in
the Partnership Agreement, in any year, provided that 50% of the fee shall not
be paid until the Partnership has distributed to the limited partners adjusted
cash from operations in such year which is equal to 5% of the limited partners'
adjusted invested capital, as defined, on a non-cumulative basis. In addition,
50% of the fee shall not be paid until the Partnership has distributed to the
limited partners adjusted cash from operations in such year which is equal to 8%
of the limited partners' adjusted invested capital on a non-cumulative basis.
The fee shall be paid when adjusted cash from operations is distributed to the
limited partners. The Managing General Partner was paid approximately $34,000
during the nine months ended September 30, 1998 for such fees. The Managing
General Partner was not entitled to receive a similar reimbursement during the
nine months ended September 30, 1999, because there were no distributions from
operations.
The Managing General Partner has extended to the Partnership a line of credit of
up to $500,000. Loans under the line of credit will have a term of 365 days, be
unsecured and bear interest at the rate of 2% per annum in excess of the prime
rate announced from time to time by Chemical Bank, N.A. The maturity date of
such borrowing will be accelerated in the event of: (i) the removal of the
Managing General Partner (whether or not For Cause); (ii) the sale or
refinancing of a property by the Partnership; or (iii) the liquidation of the
Partnership. At the present time, the Partnership has no outstanding amounts
due under this line of credit.
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner, commenced a tender offer to purchase up to 15,917.48 (approximately
26.30% of the total outstanding units) units of limited partnership interest in
the Partnership for a purchase price of $175 per unit. The offer expired on
July 14, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 1,076.00
units. As a result, AIMCO and its affiliates currently own 26,663.00 units of
limited partnership interest in the Partnership representing approximately
44.06% of the total outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Note F - Legal Proceedings").
NOTE D - DISTRIBUTIONS
A distribution of approximately $297,000 ($4.91 per limited partnership unit) to
the limited partners and approximately $3,000 to the general partner from
refinancing proceeds in prior years was paid during the nine months ended
September 30, 1999. Total cash distributed from operations was approximately
$1,644,000 ($27.17 per limited partnership unit) to the limited partners and
approximately $17,000 to the general partner for the nine months ended September
30, 1998.
NOTE E - SEGMENT REPORTING
The Partnership has one reportable segment: residential properties. The
Partnership's residential property segment consists of five apartment complexes
located in the Southeast. The Partnership rents apartment units to tenants for
terms that are typically twelve months or less.
The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those of the Partnership as
described in the Partnership's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998.
The Partnership's reportable segment is investment properties that offer similar
products and services. Although each of the investment properties is managed
separately, they have been aggregated into one segment as they provide services
with similar types of products and customers.
Segment information for the nine months ended September 30, 1999 and 1998, is
shown in the tables below (in thousands). The "Other" column includes
partnership administration related items and income and expense not allocated to
the reportable segment.
1999 Residential Other Totals
Rental income $ 5,405 $ -- $ 5,405
Other income 203 8 211
Interest expense 1,230 -- 1,230
Depreciation 1,321 -- 1,321
General and administrative expense -- 189 189
Segment profit (loss) 624 (181) 443
Total assets 22,408 196 22,604
Capital expenditures for investment
properties 523 -- 523
1998 Residential Other Totals
Rental income $ 5,119 $ -- $ 5,119
Other income 223 71 294
Interest expense 1,229 -- 1,229
Depreciation 1,279 -- 1,279
General and administrative expense -- 317 317
Segment profit (loss) 244 (246) (2)
Total assets 22,166 1,903 24,069
Capital expenditures for investment
properties 282 -- 282
NOTE F - LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Note B - Transfer of Control"). The complaint seeks monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June
25, 1998, the Managing General Partner filed a motion seeking dismissal of the
action. In lieu of responding to the motion, the plaintiffs have filed an
amended complaint. The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the general partner will make tender offers for all
outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the
disclosures contained in this Form 10-QSB and the other filings with the
Securities and Exchange Commission made by the Registrant from time to time.
The discussion of the Registrant's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Registrant's business and results of
operation. Accordingly, actual results could differ materially from those
projected in the forward-looking statements as a result of a number of factors,
including those identified herein.
The Partnership's investment properties consist of five apartment complexes.
The following table sets forth the average occupancy of the properties for each
of the nine month periods ended September 30, 1999 and 1998:
Average Occupancy
1999 1998
Fairway View II Apartments 96% 96%
Baton Rouge, Louisiana
Northwoods Apartments 95% 95%
Pensacola, Florida
Patchen Place Apartments 93% 85%
Lexington, Kentucky
The Pines Aparments 96% 95%
Roanoke, Virginia
South Point Apartments 93% 89%
Durham, North Carolina
The Managing General Partner attributes the increase in occupancy at Patchen
Place and South Point Apartments to improved market conditions and increased
marketing efforts. The Managing General Partner also attributes the increase in
occupancy at South Point Apartments to staggering lease terms to offset lower
occupancy traditionally experienced due to students moving out during the summer
months.
Results of Operations
The Registrant's net income for the nine months ended September 30, 1999 was
approximately $443,000 as compared to a net loss of approximately $2,000 for the
nine months ended September 30, 1998. The Registrant's net income for the three
months ended September 30, 1999 was approximately $161,000 as compared to net
income of approximately $34,000 for three months ended September 30, 1998. The
increase in net income for the three and nine months ended September 30, 1999 as
compared to the comparable periods in 1998 was due to an increase in total
revenues and a decrease in total expenses. Total revenues increased due to an
increase in rental income which was partially offset by a decrease in other
income. Rental income increased primarily due to increased or stable occupancy
and increased average rental rates at all of the Partnership's investment
properties and decreased concession costs at Northwoods Apartments and Patchen
Place Apartments. The decrease in other income was primarily due to a decrease
in interest income as a result of lower interest bearing cash balances held by
the Partnership during 1999. In addition, the rental of furnished units to
corporations at Patchen Place was discontinued during 1998. As a result, the
additional income attributable to furnished units decreased for the nine months
ended September 30, 1999, as compared to the same period in 1998. These
decreases were partially offset by increased tenant charges at South Point, The
Pines, and Northwoods Apartments.
Total expenses decreased primarily due to reductions in operating expenses and
general and administrative expenses which were partially offset by increases in
property tax expense and depreciation expense. Operating expenses decreased
primarily due to decreased maintenance expenses resulting from a balcony
replacement project at Patchen Place which was completed in 1998 and a decrease
in landscaping expenses at Fairway View II. Also, corporate unit expense
decreased at Patchen Place and insurance expense decreased at all the
Partnership's properties due to a change in insurance carriers in late 1998.
General and administrative expenses decreased primarily due to fees paid to the
Managing General Partner in connection with the distributions from operations
made during the first three quarters of 1998. For the nine months ended
September 30, 1999, no similar fees were paid because the distribution paid
during this period was from refinancing proceeds. In addition, reimbursements
to the Managing General Partner for services decreased. Included in general and
administrative expenses at both September 30, 1999 and 1998, are management
reimbursements to the Managing General Partner allowed under the Partnership
Agreement. In addition, costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement are also included. Property tax expense
increased due to the timing of receipt of the property tax bills for 1999 and
1998 which affected the accruals as of September 30, 1999 and 1998.
Depreciation expense increased due to property improvements and replacements
completed during the last twelve months which are now being depreciated.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due
to changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
Liquidity and Capital Resources
At September 30, 1999, the Partnership had cash and cash equivalents of
approximately $1,999,000 as compared to approximately $2,123,000 at September
30, 1998. Cash and cash equivalents increased by approximately $925,000 from
the Partnership's year ended December 31, 1998 due to approximately $1,827,000
of cash provided by operating activities which more than offset approximately
$572,000 of cash used in investing activities and approximately $330,000 of cash
used in financing activities. Cash used in investing activities consisted of
property improvements and replacements and, to a lesser extent, net deposits to
escrow accounts maintained by the mortgage lender. Cash used in financing
activities consisted primarily of partner distributions and, to a lesser extent,
payments of principal made on the mortgage encumbering The Pines.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. The Partnership has no outstanding amounts due under this line of
credit. Based on present plans, the Managing General Partner does not
anticipate the need to borrow against the line of credit in the near future.
Other than unrestricted cash and cash equivalents, the line of credit is the
Partnership's only unused source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with Federal,
state and local legal and regulatory requirements. Capital improvements for
each of the Registrant's properties are detailed below.
Fairway View II
During the nine months ended September 30, 1999, the Partnership completed
approximately $77,000 of capital improvements at Fairway View II, consisting
primarily of structural improvements, landscaping, and carpet and vinyl
replacements. These improvements were funded from the Partnership's reserves.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $258,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $190,000 for 1999, which include certain of the required
improvements and consist of carpet and vinyl replacement, landscaping, parking
lot resurfacing and pool upgrades.
The Pines
During the nine months ended September 30, 1999, the Partnership completed
approximately $107,000 of capital improvements at The Pines, consisting
primarily of carpet and vinyl replacement, other structural improvements,
parking lot resurfacing, and pool upgrades. The pool upgrades were complete as
of September 30, 1999. These improvements were funded from operating cash flow
and the Partnership's reserves. Based on a report received from an independent
third party consultant analyzing necessary exterior improvements and estimates
made by the Managing General Partner on interior improvements, it is estimated
that the property requires approximately $249,000 of capital improvements over
the next few years. The Partnership has budgeted, but is not limited to, capital
improvements of approximately $291,000 for 1999, which include certain of the
required improvements and consist of carpet and vinyl replacement, parking lot
resurfacing, pool upgrades, appliances and water heaters.
Patchen Place
During the nine months ended September 30, 1999, the Partnership completed
approximately $133,000 of capital improvements at Patchen Place, consisting
primarily of carpet and vinyl replacement, light fixtures, improvement to the
recreation facilities, electrical upgrades, and other structural improvements.
The electrical upgrades, light fixtures, recreation facility improvements, and
other structural improvements were complete as of September 30, 1999. These
improvements were funded from operating cash flows. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the Managing General Partner on interior
improvements, it is estimated that the property requires approximately $179,000
of capital improvements over the next few years. The Partnership has budgeted,
but is not limited to, capital improvements of approximately $217,000 for 1999,
which include certain of the required improvements and consist of carpet and
vinyl replacement, landscaping, parking lot resurfacing, improvement to the
recreation facilities, and the replacement of appliances.
Northwoods
During the nine months ended September 30, 1999, the Partnership completed
approximately $108,000 of capital improvements at Northwoods I & II, consisting
primarily of carpet and vinyl, countertop, and appliance replacements. These
improvements were funded from Partnership reserves and operating cash flow.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $312,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $383,000 for 1999, which include certain of the required
improvements and consist of furniture and fixture replacements, cabinet and
countertop replacements, carpet and vinyl replacements, landscaping, roof
replacement, parking lot resurfacing, plumbing upgrades, appliances, as well as
other structural improvements.
South Point
During the nine months ended September 30, 1999, the Partnership completed
approximately $98,000 of capital improvements at South Point, consisting
primarily of structural improvements and carpet and vinyl replacement. The
structural improvements were complete as of September 30, 1999. These
improvements were funded from Partnership reserves and operating cash flow.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the Managing General
Partner on interior improvements, it is estimated that the property requires
approximately $167,000 of capital improvements over the next few years. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $199,000 for 1999, which include certain of the required
improvements and consist of carpet replacement, parking lot resurfacing, and
other structural improvements.
The additional capital expenditures will be incurred only if cash is available
from operations or from Partnership reserves. To the extent that such budgeted
capital improvements are completed, the Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.
The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $3,416,000 encumbering The Pines is amortized over
30 years with a balloon payment of approximately $3,357,000 due on February 1,
2001. The mortgage indebtedness of $16,800,000 encumbering the remaining
properties is interest only with required balloon payments due November 1, 2003.
The Managing General Partner will attempt to refinance such indebtedness and/or
sell the properties prior to such maturity date. If the properties cannot be
refinanced or sold for a sufficient amount, the Registrant may risk losing such
properties through foreclosure. Cash distributions from refinancing proceeds in
prior years of approximately $300,000 (approximately $297,000 to the limited
partners or $4.91 per limited partnership unit) were paid during the nine months
ended September 30, 1999. Distributions of approximately $1,661,000
(approximately $1,644,000 to the limited partners or $27.17 per limited
partnership unit) were made from operations during the nine months ended
September 30, 1998. Future cash distributions will depend on the levels of net
cash generated from operations, timing of debt maturities, property sales,
refinancings, and the availability of cash reserves. The Registrant's
distribution policy is reviewed on a semi-annual basis. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures to permit any additional
distributions to its partners during the remainder of 1999 or subsequent
periods.
Tender Offer
On June 9, 1999, AIMCO Properties, L.P., an affiliate of the Managing General
Partner, commenced a tender offer to purchase up to 15,917.48 (approximately
26.30% of the total outstanding units) units of limited partnership interest in
the Partnership for a purchase price of $175 per unit. The offer expired on
July 14, 1999. Pursuant to the offer, AIMCO Properties, L.P. acquired 1,076.00
units. As a result, AIMCO and its affiliates currently own 26,663.00 units of
limited partnership interest in the Partnership representing approximately
44.06% of the total outstanding units. It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership interests in the Partnership for cash or in exchange for units in
the operating partnership of AIMCO (see "Item 1. Financial Statements, Note F -
Legal Proceedings").
Year 2000 Compliance
General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems
The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the Managing General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made, or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.
The Managing Agent's plan to resolve Year 2000 issues involves four phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.
Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase
Computer Hardware:
During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the main computer system used by the Managing Agent became fully
functional. In addition to the main computer system, PC-based network servers,
routers and desktop PCs were analyzed for compliance. The Managing Agent has
begun to replace each of the non-compliant network connections and desktop PCs
and, as of September 30, 1999, had virtually completed this effort.
The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.
Computer Software:
The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.
In April 1999 the Managing Agent embarked on a data center consolidation project
that unifies its core financial systems under its Year 2000 compliant system.
The estimated completion date for this project is October 1999.
During 1998, the Managing agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and testing process was
completed in June 1999.
The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded virtually all of the server operating systems.
Operating Equipment:
The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).
The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.
A pre-assessment of the properties by the Managing Agent has indicated virtually
no Year 2000 issues. A complete, formal assessment of all the properties by the
Managing Agent was virtually completed by September 30, 1999. Any operating
equipment that is found non-compliant will be repaired or replaced.
The total cost incurred for all properties managed by the Managing Agent as of
September 30, 1999 to replace or repair the operating equipment was
approximately $75,000. The Managing Agent estimates the cost to replace or
repair any remaining operating equipment is approximately $125,000.
The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within its enterprise.
Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000
The Managing Agent has banking relationships with three major financial
institutions, all of which have designated their compliance. The Managing Agent
has updated data transmission standards with all of the financial institutions.
All financial institutions have communicated that they are Year 2000 compliant
and accordingly no accounts were required to be moved from the existing
financial institutions.
The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date, the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.
The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.
Costs to Address Year 2000
The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.9 million ($0.7 million expenses
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.
Risks Associated with the Year 2000
The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.
In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.
Contingency Plans Associated with the Year 2000
The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain general partner entities, past
tender offers by Insignia Affiliates to acquire limited partnership units, the
management of partnerships by Insignia Affiliates and the Insignia Merger (see
"Part I - Financial Information, Item 1. Financial Statements, Note B - Transfer
of Control"). The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Managing General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The Managing General Partner filed demurrers to the amended complaint
which were heard February 1999. Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed
and filed a Stipulation of Settlement ("Stipulation"), settling claims, subject
to final court approval, on behalf of the Partnership and all limited partners
who own units as of November 3, 1999. The Court has preliminarily approved the
Settlement and scheduled a final approval hearing for December 10, 1999. In
exchange for a release of all claims, the Stipulation provides that, among other
things, an affiliate of the general partner will make tender offers for all
outstanding limited partnership interests in 49 partnerships, including the
Registrant, subject to the terms and conditions set forth in the Stipulation,
and has agreed to establish a reserve to pay an additional amount in settlement
to qualifying class members (the "Settlement Fund"). At the final approval
hearing, Plaintiffs' counsel will make an application for attorneys' fees and
reimbursement of expenses, to be paid in part by the partnerships and in part
from the Settlement Fund. The Managing General Partner does not anticipate that
costs associated with this case will be material to the Partnership's overall
operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None were filed during the quarter ended September 30, 1999.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL PROPERTY INVESTORS 7
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/ Martha L. Long
Martha L. Long
Senior Vice President
and Controller
Date:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 7 1999 Third Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000732439
<NAME> NATIONAL PROPERTY INVESTORS 7
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,999
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 46,352
<DEPRECIATION> 27,117
<TOTAL-ASSETS> 22,604
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 20,216
0
0
<COMMON> 0
<OTHER-SE> 1,776
<TOTAL-LIABILITY-AND-EQUITY> 22,604
<SALES> 0
<TOTAL-REVENUES> 5,616
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,173
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,230
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 443
<EPS-BASIC> 7.25<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
