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 June 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)
June 30, 1999
Assets
Cash and cash equivalents $ 1,664
Receivables and deposits 469
Restricted escrows 388
Other assets 483
Investment properties:
Land $ 3,738
Buildings and related personal property 42,382
46,120
Less accumulated depreciation (26,667) 19,453
$ 22,457
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 57
Tenant security deposit liabilities 117
Accrued property taxes 178
Other liabilities 264
Mortgage notes payable 20,226
Partners' Capital (Deficit):
General partner $ (286)
Limited partners (60,517 units issued
and outstanding) 1,901 1,615
$ 22,457
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 7
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
Revenues:
Rental income $ 1,784 $ 1,662 $ 3,597 $ 3,377
Other income 77 108 141 185
Total revenues 1,861 1,770 3,738 3,562
Expenses:
Operating 688 735 1,404 1,524
General and administrative 73 60 144 212
Depreciation 439 426 871 847
Interest 412 410 821 820
Property taxes 106 99 216 195
Total expenses 1,718 1,730 3,456 3,598
Net income (loss) $ 143 $ 40 $ 282 $ (36)
Net income allocated
to general partner (1%) $ 1 $ -- $ 3 $ --
Net income (loss) allocated
to limited partners (99%) 142 40 279 (36)
$ 143 $ 40 $ 282 $ (36)
Net income (loss) per
limited partnership unit $ 2.35 $ .66 $ 4.61 $ (.59)
Distributions per limited
partnership unit $ -- $ -- $ 4.91 $ 14.90
See Accompanying Notes to Financial Statements
c)
NATIONAL PROPERTY INVESTORS 7
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except per unit data)
Limited
Partnership General Limited
Units Partner's 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 six months
ended June 30, 1999 -- 3 279 282
Partners' (deficit) capital at
June 30, 1999 60,517 $ (286) $ 1,901 $ 1,615
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 7
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1999 1998
Cash flows from operating activities:
Net income (loss) $ 282 $ (36)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 871 847
Amortization of loan costs 55 55
Change in accounts:
Receivables and deposits 3 (88)
Other assets (30) 38
Accounts payable -- 18
Tenant security deposit liabilities (12) (1)
Accrued property taxes (2) 85
Other liabilities 12 6
Net cash provided by operating activities 1,179 924
Cash flows from investing activities:
Property improvements and replacements (291) (186)
Net withdrawals from restricted escrows 22 162
Net cash used in investing activities (269) (24)
Cash flows from financing activities:
Payments on mortgage notes payable (20) (19)
Distributions to partners (300) (911)
Net cash used in financing activities (320) (930)
Net increase (decrease) in cash and cash equivalents 590 (30)
Cash and cash equivalents at beginning of period 1,074 2,500
Cash and cash equivalents at end of period $ 1,664 $ 2,470
Supplemental disclosure of cash flow information:
Cash paid for interest $ 763 $ 765
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 six month periods ended June 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 six month periods ended June 30, 1999 and 1998:
1999 1998
(in thousands)
Property management fees (included in operating
expenses) $191 $180
Reimbursement for services of affiliates
(included in investment properties and operating
and general and administrative expenses) 94 98
Non-accountable reimbursement (included in general
and administrative expenses) -- 81
During the six months ended June 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 $191,000 and $180,000 for the
six months ended June 30, 1999 and 1998, respectively.
An affiliate of the Managing General Partner received reimbursement of
accountable administrative expenses amounting to approximately $94,000 and
$98,000 for the six months ended June 30, 1999 and 1998, respectively, including
approximately $14,000 and $7,000, 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 out of
distributions from operations, based upon the number of Partnership units sold,
subject to certain limitations. The Managing General Partner received
approximately $81,000 of such reimbursement for the six months ended June 30,
1998. The Managing General Partner was not entitled to receive a similar
reimbursement during the six months ended June 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 (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 26,475.00 units of
limited partnership interest in the Partnership representing approximately
43.75% 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.
NOTE D - DISTRIBUTIONS
A distribution of approximately $297,000 to the limited partners and
approximately $3,000 to the general partners from refinancing proceeds in prior
years was paid during the six months ended June 30, 1999. Total cash
distributed from operations was approximately $902,000 to the limited partners
and approximately $9,000 to the general partners for the six months ended June
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 six months ended June 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 $ 3,597 $ -- $ 3,597
Other income 134 7 141
Interest expense 821 -- 821
Depreciation 871 -- 871
General and administrative expense -- 144 144
Segment profit (loss) 419 (137) 282
Total assets 22,217 240 22,457
Capital expenditures for investment
properties 291 -- 291
1998
Residential Other Totals
Rental income $ 3,377 $ -- $ 3,377
Other income 141 44 185
Interest expense 820 -- 820
Depreciation 847 -- 847
General and administrative expense -- 212 212
Segment profit (loss) 132 (168) (36)
Total assets 22,385 2,330 24,715
Capital expenditures for investment
properties 186 -- 186
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 and entities which were, at
the time, affiliates of Insignia Financial Group Inc. ("Insignia Affiliates") of
interests in certain general partner entities, past tender offers by Insignia
Affiliates as well as a recently announced agreement between Insignia and AIMCO.
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 filed an amended complaint. The Managing General Partner
has filed demurrers to the amended complaint which were heard during February
1999. No ruling on such demurrers has been received. The Managing General
Partner does not anticipate that costs associated with this case, if any, 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 six month periods ended June 30, 1999 and 1998:
Average Occupancy
1999 1998
Fairway View II Apartments
Baton Rouge, Louisiana 96% 95%
Northwoods Apartments
Pensacola, Florida 95% 94%
Patchen Place Apartments
Lexington, Kentucky 93% 83%
The Pines Apartments
Roanoke, Virginia 95% 93%
South Point Apartments
Durham, North Carolina 95% 89%
The Managing General Partner attributes the increase in occupancy at Patchen
Place and South Point Apartments to an increase in concessions 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 six months ended June 30, 1999 was
approximately $282,000 as compared to a net loss of approximately $36,000 for
the six months ended June 30, 1998. The Registrant's net income for the three
months ended June 30, 1999, was approximately $143,000 as compared to net income
of approximately $40,000 for three months ended June 30, 1998. The increase in
net income for the three and six months ended June 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 occupancy at all of the
Partnership's investment properties and increased average rental rates at
Fairway View II, Patchen Place, Northwoods, and The Pines Apartments, and
decreased concession costs at Northwoods 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 in the area at Patchen Place was
discontinued during 1998. As a result, the additional income attributable to
furnished units decreased for the six months ended June 30, 1999, as compared to
the same period in 1998. These decreases were partially offset by increased
tenant charges at South Point and Northwoods Apartments.
Total expenses decreased for the six months ended June 30, 1999 due primarily to
reductions in operating expenses, depreciation expense and general and
administrative expenses partially offset by an increase in property tax expense.
Total expenses decreased for the three months ended June 30, 1999, due primarily
to a reduction in operating expense partially offset by increases in property
tax expense, depreciation expense, and general and administrative expenses.
Operating expenses decreased primarily due to decreased maintenance expenses
resulting from a balcony replacement project at Patchen Place which was
completed in 1998, and decreased insurance expense at all the Partnership's
properties due to a change in insurance carriers. Depreciation expense
increased due to property improvements and replacements completed during the
second half of 1998 and the six months ended June 30, 1999 which are now being
depreciated. General and administrative expenses decreased for the six months
ended June 30, 1999 primarily due to fees paid to the Managing General Partner
in connection with the distributions from operations made during the first
quarter of 1998. For the six months ended June 30, 1999, no similar fees were
paid because the distribution paid during this period was from refinancing
proceeds in prior periods so no nonaccountable reimbursement fee was payable to
the Managing General Partner. In addition, reimbursements to the Managing
General Partner for services decreased. General and administrative expenses
increased for the three months ended June 30, 1999, primarily due to increased
legal expenses due to the settlement of the Everest lawsuit as disclosed in the
Partnership's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1998. Included in general and administrative expenses at both June 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 June 30, 1999 and
1998.
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 June 30, 1999, the Partnership had cash and cash equivalents of approximately
$1,664,000 as compared to approximately $2,470,000 at June 30, 1998. The
increase in cash and cash equivalents of approximately $590,000 since the
Partnership's year-ended December 31, 1998 is due to approximately $1,179,000 of
cash provided by operating activities which more than offset approximately
$269,000 of cash used in investing activities and approximately $320,000 of cash
used in financing activities. Cash used in investing activities consisted of
property improvements and replacements which was partially offset by withdrawals
from escrow accounts maintained by the mortgage lender. Cash used in financing
activities consisted primarily of partner distributions and, to a lessor 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. At June 30, 1999 and 1998, the Partnership had 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
planned for each of the Registrant's properties are detailed below.
Fairway View II
During the six months ended June 30, 1999, the Partnership completed
approximately $22,000 of capital improvements at Fairway View II, consisting
primarily of air conditioning units 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. Capital improvements budgeted
for, but not limited to, approximately $190,000 are planned for 1999, which
include certain of the required improvements and consist of carpet and vinyl
replacement, landscaping, parking lot and pool repairs.
The Pines
During the six months ended June 30, 1999, the Partnership completed
approximately $70,000 of capital improvements at The Pines, consisting primarily
of carpet and vinyl replacement, exterior painting, appliance replacement, and
parking lot repairs. These improvements were funded from operating cash flow
and Partnership 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. Capital improvements, budgeted for, but not limited to,
approximately $291,000 are planned for 1999, which include certain of the
required improvements and consist of carpet and vinyl replacement, parking lot
and pool repairs, appliances, and water heaters.
Patchen Place
During the six months ended June 30, 1999, the Partnership completed
approximately $49,000 of capital improvements at Patchen Place, consisting
primarily of the replacement of carpet, vinyl, and appliances and other building
improvements. 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. Capital
improvements budgeted for, but not limited to, approximately $217,000 are
planned for 1999, which include certain of the required improvements and consist
of carpet and vinyl replacement, landscaping, parking lot repairs, improvements
to the recreation facilities, and the replacement of appliances.
Northwoods
During the six months ended June 30, 1999, the Partnership completed
approximately $73,000 of capital improvements at Northwoods I & II, consisting
primarily of carpet and vinyl, countertop, and appliance replacements. These
improvements were funded primarily from Partnership 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 $312,000
of capital improvements over the next few years. Capital improvements budgeted
for, but not limited to, approximately $383,000 are planned 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 repairs, parking lot repairs, plumbing upgrades,
appliances, as well as other structural improvements.
South Point
During the six months ended June 30, 1999, the Partnership completed
approximately $77,000 of capital improvements at South Point, consisting
primarily of exterior painting, structural repairs, and carpet and vinyl
replacement. 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. Capital improvements budgeted for, but not limited to, approximately
$199,000 are planned for 1999, which include certain of the required
improvements and consist of carpet replacement, interior painting, parking lot
repairs, 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 $3,426,000 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 six months ended June 30, 1999.
Distributions of approximately $911,000 (approximately $902,000 to the limited
partners or $14.90 per limited partnership unit) were made from operations
during the six months ended June 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 in 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 26,475.00 units of
limited partnership interest in the Partnership representing approximately
43.75% 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.
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 June 30, 1999, had completed approximately 90% of 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. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by
September 30, 1999. The completion of this process is scheduled to coincide
with the release of a compliant version of the Managing Agent's operating
system.
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 90% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
September, 1999. The completion of this process is scheduled to coincide with
the release of a compliant version of the Managing Agent's operating system.
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 no Year
2000 issues. A complete, formal assessment of all the properties by the
Managing Agent is in process and will be completed in September, 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
June 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 continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before July,
1999. The Managing Agent has updated data transmission standards with all of the
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by September 1, 1999.
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 expensed
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 PROCEEDURES
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 and entities which were, at
the time, affiliates of Insignia Financial Group Inc. ("Insignia Affiliates") of
interests in certain general partner entities, past tender offers by Insignia
Affiliates as well as a recently announced agreement between Insignia and AIMCO.
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 filed an amended complaint. The Managing General Partner
has filed demurrers to the amended complaint which were heard during February
1999. No ruling on such demurrers has been received. The Managing General
Partner does not anticipate that costs associated with this case, if any, 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 June 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/ Carla R. Stoner
Carla R. Stoner
Senior Vice President - Finance and
Administration
Date: August 6, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 7 Second 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 1,664
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 46,120
<DEPRECIATION> 26,667
<TOTAL-ASSETS> 22,457
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 20,226
0
0
<COMMON> 0
<OTHER-SE> 1,615
<TOTAL-LIABILITY-AND-EQUITY> 22,457
<SALES> 0
<TOTAL-REVENUES> 3,738
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,456
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 821
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 282
<EPS-BASIC> 4.61<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
