NTS PROPERTIES VII LTD/FL
10-Q, 1996-08-14
REAL ESTATE
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<PAGE>




                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)

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

For the quarterly period ended                     June 30, 1996

                                       OR

[ ]              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _____________ to  ______________

Commission File Number                   0-17589

                 
                            NTS-PROPERTIES VII, LTD.
             (Exact name of registrant as specified in its charter)

            Florida                                     61-1119232
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

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

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

                                 Not Applicable
 -------------------------------------------------------------------------------
               Former name, former address and former fiscal year,
                          if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.

                                                     Yes    X      No  


Exhibit Index:    See page 13
Total Pages:      14


<PAGE>



                                TABLE OF CONTENTS

                                                                          Pages

                                     PART I

Item 1.  Financial Statements

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

         Statements of Operations
           For the three months and six months ended
           June 30, 1996 and 1995                                             4

         Statements of Cash Flows
           For the three months and six months ended
           June 30, 1996 and 1995                                             5
 
         Notes to Financial Statements                                      6-7

Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                             8-12

                                     PART II

1.       Legal Proceedings                                                   13
2.       Changes in Securities                                               13
3.       Defaults upon Senior Securities                                     13
4.       Submission of Matters to a Vote of Security Holders                 13
5.       Other Information                                                   13
6.       Exhibits and Reports on Form 8-K                                    13

Signatures                                                                   14

                                       -2-

<PAGE>

<TABLE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                            NTS-PROPERTIES VII, LTD.

                BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY

<CAPTION>

                                                  As of           As of
                                              June 30, 1996  December 31, 1995*
                                              -------------  ------------------


ASSETS
<S>                                           <C>               <C>        
   Cash and equivalents                       $     248,310     $   377,212
   Cash and equivalents - restricted                120,077          55,014
   Investment securities                            208,669         103,908
   Accounts receivable                               13,893           8,098
   Land, buildings and amenities, net            11,136,811      11,405,597
   Other assets                                     159,562         159,119
                                              -------------     -----------

                                              $  11,887,322     $12,108,948
                                              =============     ===========
                                                
LIABILITIES AND PARTNERS' EQUITY
   Mortgages payable                          $   5,435,439     $ 5,509,479
   Accounts payable                                  91,968          53,878
   Distributions payable                             62,398          64,471
   Security deposits                                 38,035          33,480
   Other liabilities                                 54,779           3,323
                                              -------------     -----------  

                                                  5,682,619       5,664,631

   Partners' equity                               6,204,703       6,444,317
                                              -------------     -----------    

                                              $  11,887,322     $12,108,948
                                              =============     ===========

</TABLE>

<TABLE>
<CAPTION>

                               Limited         General
                              Partners         Partner          Total
                              --------         -------          -----
<S>                         <C>             <C>             <C>    
PARTNERS' EQUITY
Capital contributions,
  net of offering costs     $ 10,935,700    $        100    $ 10,935,800
Net loss - prior years        (2,553,698)        (25,794)     (2,579,492)
Net loss - current year          (31,378)           (317)        (31,695)
Cash distributions
  declared to date            (2,017,436)        (20,378)     (2,037,814)
Repurchase of limited
  partnership units              (82,096)           --           (82,096)
                            ------------    ------------    ------------
Balances at June 30, 1996   $  6,251,092    $    (46,389)   $  6,204,703
                            ============    ============    ============     
                
</TABLE>

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

                                       -3-

<PAGE>

<TABLE>


                            NTS-PROPERTIES VII, LTD.

                            STATEMENTS OF OPERATIONS

<CAPTION>


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

                                                    1996            1995            1996          1995
REVENUES:                                                                           
<S>                                            <C>             <C>             <C>            <C>        
  Rental income                                $     486,778   $    488,963    $   993,630    $   955,251
  Interest and other income                            4,369          3,885          9,346          7,100
                                               -------------   ------------    -----------    -----------             
                                                     491,147        492,848      1,002,976        962,351

EXPENSES:
  Operating expenses                                 153,380        123,657        242,086        213,188
  Operating expenses - affiliated                     50,496         60,380        106,637        122,573
  Amortization of initial leasing
     costs                                              --            1,932            196          4,440
  Interest expense                                   114,460        117,615        229,529        235,950
  Management fees                                     24,993         25,285         51,138         49,553
  Real estate taxes                                   25,677         26,148         51,455         52,717
  Professional and administrative
    expenses                                          13,905         13,452         26,488         27,702
  Professional and administrative
    expenses - affiliated                             21,350         24,838         53,739         49,456
  Depreciation and amortization                      136,673        135,724        273,403        287,685
                                               -------------   ------------    -----------    -----------
                                                     540,934        529,031      1,034,671      1,043,264
                                               -------------   ------------    -----------    -----------
Net loss                                       $     (49,787) $     (36,183)   $   (31,695)   $   (80,913)
                                               =============  =============    ===========    =========== 
                                    
Net loss allocated to the
  limited partners                             $     (49,289) $     (35,821)   $   (31,378)   $   (80,104)
                                               =============  =============    ===========    =========== 
                          
Net loss per limited partnership
  unit                                         $       (0.08) $       (0.05)   $     (0.05)   $     (0.12)
                                               =============  =============    ===========    =========== 
                                       
Weighted average number of units                     621,982        638,265        629,117        638,265
                                               =============  =============    ===========    ===========

</TABLE>


                                       -4-

<PAGE>

<TABLE>


                            NTS-PROPERTIES VII, LTD.

                            STATEMENTS OF CASH FLOWS
<CAPTION>


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

                                                          1996            1995           1996           1995
                                                          ----            ----           ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES 
<S>                                                  <C>              <C>            <C>             <C>       
Net loss                                             $    (49,787)    $  (36,183)    $  (31,695)     $ (80,913)
Adjustments to reconcile net loss to
   net cash provided by operating
   activities:
      Accrued interest on investment
        securities                                         (1,230)        (1,323)           178         (1,323)
      Amortization of capitalized leasing
        costs                                                --            1,932            196          4,440
      Depreciation and amortization                       136,673        135,724        273,403        287,685
      Changes in assets and liabilities:
        Cash and equivalents - restricted                 (24,327)       (22,028)       (47,159)       (42,957)
        Accounts receivable                                  (150)          (433)        (5,795)         2,756
        Other assets                                        7,585          8,110         (4,651)        (5,944)
        Accounts payable                                   22,809          8,202         38,090         (2,259)
        Security deposits                                   3,025            125          4,555           (852)
        Other liabilities                                  25,678         26,150         51,456         52,298
                                                      ------------     ----------     ----------     ---------- 
   Net cash provided by operating
      activities                                          120,276       120,276         278,578        212,931
                                                      ------------     ----------     ----------     ----------   
                                         
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
   amenities                                                 (158)       (38,660)          (603)       (68,382)
Purchase of investment securities                        (207,439)       (99,863)      (207,439)       (99,863)
Maturity of investment securities                            --             --          102,500           --
                                                      ------------     ----------     ----------     ---------- 
   Net cash used in investing
      activities                                         (207,597)      (138,523)      (105,542)      (168,245)
                                                      ------------     ----------     ----------     ---------- 
CASH FLOWS FROM FINANCING ACTIVITIES
Cash and equivalents - restricted                          (9,284)          --          (17,904)          --
Principal payments on mortgages
   payable                                                (37,410)       (34,387)       (74,040)       (68,059)
Cash distributions                                        (63,427)       (64,471)      (127,898)      (128,942)
Repurchase of limited partnership
   units                                                  (40,716)          --          (82,096)          --
                                                      ------------     ----------     ----------     ---------- 
   Net cash used in financing
      activities                                         (150,837)       (98,858)      (301,938)      (197,001)
                                                      ------------     ----------     ----------     ---------- 
   Net decrease in cash and equivalents                  (238,158)      (117,105)      (128,902)      (152,315)

CASH AND EQUIVALENTS, beginning of
   period                                                 486,468        480,166        377,212        515,376
                                                      ------------     ----------     ----------     ----------   
CASH AND EQUIVALENTS, end of period                   $   248,310      $ 363,061      $ 248,310     $  363,061  
                                                      ============     ==========     ==========     ==========  
                                                                                                     
                                                       
Interest paid on a cash basis                         $   114,759      $ 117,781      $ 230,297     $  236,279
                                                      ============     ==========     ==========     ==========
</TABLE>


                                       -5-

<PAGE>



                            NTS-PROPERTIES VII, LTD.

                          NOTES TO FINANCIAL STATEMENTS

The financial  statements included herein should be read in conjunction with the
Partnership's  1995 Annual Report.  In the opinion of the general  partner,  all
adjustments (only consisting of normal recurring  accruals) necessary for a fair
presentation  have been made to the  accompanying  financial  statements for the
three months and six months ended June 30, 1996 and 1995.

1. Cash and Equivalents - Restricted
- ------------------------------------

      Cash  and   equivalents  -  restricted   represents   funds  received  for
      residential  security  deposits,  funds  which  have  been  escrowed  with
      mortgage  companies  for  property  taxes  in  accordance  with  the  loan
      agreements,  and funds reserved by the  partnership  for the repurchase of
      limited partnership units.

2. Investment Securities
- ------------------------

      Investment  securities represent investments in Certificates of Deposit or
      securities  issued by the U.S.  Government  and its agencies  with initial
      maturities of greater than three months.  The  investments  are carried at
      cost which approximates  market value. The Partnership intends to hold the
      securities  until maturity.  During the six months ended June 30, 1996 and
      1995,  the  Partnership  sold  no  investment  securities.  The  following
      provides details regarding the investments held at June 30, 1996:


                                     Amortized    Maturity       Value At
              Type                     Cost         Date         Maturity
              ----                     ----         ----         --------
                                                                            
     FHLMC Discount Note           $   104,569    08/01/96    $   105,000
     FNMA Discount Note                104,100    09/03/96        105,000
                                   -----------                -----------   
                                   $   208,669                $   210,000
                                   ===========                ===========
                                   

3.    Mortgages Payable
- -----------------------

     Mortgages payable consist of the following:


                                                         June 30,   December 31,
                                                           1996        1995
                                                           ----        ----
     Mortgage payable to an insurance company 
     bearing interest at a fixed rate of
     8.375%, due October 5, 2002, secured by
     land and buildings                                 $3,113,437  $3,134,609

     Mortgage  payable to an insurance
     company bearing interest at a fixed rate
     of 8.375%, due October 5, 2002, secured by
     land and buildings                                    957,981     964,495

     Mortgage  payable to an insurance
     company bearing interest at a fixed rate
     of 8.5%, due November 15, 2005, secured by land
     and building                                        1,364,021   1,410,375
                                                        ----------  ----------
                                                        $5,435,439  $5,509,479
                                                        ==========  ==========
                                                        

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

                                       -6-

<PAGE>



4.    Interest Repurchase Reserve
- ---------------------------------

      As of December 31,  1995,  the  Partnership  had  established  an Interest
      Repurchase  Reserve in the amount of $127,653  pursuant to Section 16.4 of
      the Partnership's  Amended and Restated Agreement of Limited  Partnership.
      On May 24, 1996, the Partnership  elected to fund an additional  amount of
      $121,270  to its  Interest  Repurchase  Reserve.  With  these  funds,  the
      Partnership  will be able to  repurchase  up to 62,230 Units at a price of
      $4.00 per Unit. As of June 30, 1996,  the  Partnership  had  repurchased a
      total of 20,524 Units.  Repurchased  Units are retired by the Partnership,
      thus increasing the share of ownership of each remaining investor.

5.    New Accounting Pronouncement
- ----------------------------------

      In March 1995, the Financial  Accounting  Standards Board issued Statement
      No. 121 (the  "Statement")  on accounting for the impairment of long-lived
      assets, certain identifiable  intangibles,  and goodwill related to assets
      to be held and used. The Statement also establishes  accounting  standards
      for long-lived assets and certain identifiable  intangibles to be disposed
      of.  The  Partnership  adopted  the  Statement  as of  January  1, 1996 as
      required. No adjustments were required.

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

      Property  management  fees  of  $51,138  and  $49,553  were  paid  to  NTS
      Development  Company, an affiliate of the general partner,  during the six
      months ended June 30, 1996 and 1995, respectively. The fee is paid monthly
      in an  amount  equal to 5% of the  gross  revenues  from  the  residential
      properties  and 6% of the  gross  revenues  from the  commercial  property
      pursuant to an  agreement  with the  Partnership.  Also  permitted  by the
      partnership  agreement,  NTS Development Company will receive a repair and
      maintenance  fee equal to 5.9% of costs  incurred  which relate to capital
      improvements.  The  Partnership  has  incurred  $2,570  as  a  repair  and
      maintenance  fee  during  the six  months  ended  June 30,  1995,  and has
      capitalized  this cost as a part of land,  buildings and amenities.  There
      was no similar fee incurred during the six months ended June 30, 1996.

      The  Partnership   was  also  charged  the  following   amounts  from  NTS
      Development Company for the six months ended June 30, 1996 and 1995. These
      charges  include  items which have been  expensed as operating  expenses -
      affiliated or professional  and  administrative  expenses - affiliated and
      items which have been  capitalized  as other assets or as land,  buildings
      and amenities.


                                            1996             1995
                                            ----             ----
                                                                    
            Leasing                      $  18,328      $    30,128
            Administrative                  66,784           61,856
            Property manager                75,192           79,482
            Other                               72              561
                                         ----------      ----------  
                                         $  160,376      $  172,027
                                         ==========      ==========
                                         

7.    Reclassification 1995 Financial Statements
- ------------------------------------------------

      Certain  reclassifications  have been made to the June 30, 1995  financial
      statements  to  conform  with  the June 30,  1996  classifications.  These
      reclassifications have no effect on previously reported operations.


                                       -7-

<PAGE>



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

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

The  occupancy  levels  at the  Partnership's  properties  as of June 30 were as
follows:


                                                         1996         1995
                                                         ----         ----

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

The Park at the Willows                                   85%          98%

Park Place Apartments Phase II                            89%          89%

Property Owned in Joint Venture with
NTS-Properties IV and NTS-Properties
Plus Ltd. (ownership % at June 30,
1996)
- ------------------------------------

Blankenbaker Business Center 1A (31%)                    100%         100%


Rental and other income generated by the Partnership's  properties for the three
months and six months ended June 30, 1996 and 1995 was as follows:


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

                                     1996         1995        1996         1995
                                     ----         ----        ----         ----
Wholly-owned Properties   
- -----------------------


The Park at the Willows          $   74,801   $   82,702  $  155,694  $  156,064

Park Place Apartments
  Phase II                       $  339,170   $  333,682  $  691,823  $  656,855

Property owned in Joint
Venture with NTS- Properties
IV and NTS-Properties Plus
Ltd. (ownership % at June 30,
1996)
- -----------------------------

Blankenbaker Business Center
  1A (31%)(1)                    $   73,478   $   73,478  $  146,914  $  144,439

(1)    Revenues  shown  in this  table  represent  the  Partnership's  share  of
       revenues generated by Blankenbaker  Business Center 1A. The Partnership's
       percentage  interest in the joint venture was 31% during the three months
       and six months
       ended June 30, 1996 and 1995.

The Park at the Willows' occupancy decreased from 98% at June 30, 1995 to 85% at
June  30,  1996.  Average  occupancy  for the six  month  period  ended  June 30
increased from 91% in 1995 to 93% in 1996. Average occupancy for the three month
period  ended June 30  decreased  from 98% in 1995 to 89% in 1996.  Occupancy at
residential  properties fluctuate on a continuous basis. Period ending occupancy
percentages represent occupancy only on a specific date;  therefore,  it is more
meaningful   to  look  at   average   occupancy   percentages   which  are  more
representative  of the entire  period's  results.  In the opinion of the General
Partner of the Partnership, the decrease in second quarter 1996

                                       -8-

<PAGE>



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

occupancy  is only a  temporary  fluctuation  and does not  represent a downward
occupancy  trend.  Large changes in occupancy at The Park at the Willows are due
to the fact that the complex  has only 48 units.  One vacant  apartment  in this
complex equates to a 2% decrease in occupancy;  therefore,  occupancy percentage
changes  may appear  distorted  on a  percentage  basis when  compared  to other
residential  properties.  In  residential  properties,  it is not  uncommon  for
multiple  residents to vacate at month-end with new residents  taking  occupancy
within a few days.  When this occurs at The Park at the Willows,  the changes in
occupancy will be much greater than at other residential  properties  because of
its small size. The Park at the Willows rental and other income  remained fairly
constant  for the six months  ended June 30,  1996 as compared to the six months
ended June 30, 1995.  The decrease in rental and other income at The Park at the
Willows for the three  months ended June 30, 1996 as compared to the same period
in 1995 was due to the 9% decrease in average occupancy.

Park Place  Apartments  Phase II's  occupancy was 89% at June 30, 1995 and 1996.
Average  occupancy  for the three  months and six months ended June 30 increased
from  89% in 1995  to 92% in  1996.  Rental  and  other  income  at  Park  Place
Apartments Phase II increased for the three months and six months ended June 30,
1996 as  compared  to the same  periods in 1995 as a result of the  increase  in
average  occupancy,  increased  rental  rates and  increased  income  from fully
furnished  units as a result of an  increased  number of fully  furnished  units
being leased.  Fully furnished units are apartments  which rent at an additional
premium above base rent.

A  wholly-owned  subsidiary  of The  Prudential  Insurance  Company  of  America
(Prudential  Service  Bureau,  Inc.) has leased  100% of  Blankenbaker  Business
Center 1A through July 2005.  In addition to monthly rent  payments,  Prudential
Service  Bureau,  Inc. is obligated to pay  substantially  all of the  operating
expenses attributable to its space. Blankenbaker Business Center 1A's rental and
other income  remained fairly constant for the three months and six months ended
June 30,  1996 as  compared  to the three  months and six months  ended June 30,
1995.

If present  trends  continue,  the  Partnership  will be able to continue at its
current  level  of  operations  without  the need of any  additional  financing.
Current  occupancy  levels are considered  adequate to continue the operation of
the Partnership's properties. See the Liquidity and Capital Resources section of
Item 2 for a discussion  regarding the cash  requirements  of the  Partnership's
current debt financings.

Interest and other income includes  interest income from investments made by the
Partnership  with cash reserves.  The increase in interest  income for the three
months and six months  ended June 30, 1996 as  compared  to the same  periods in
1995 is a result of increased cash reserves being available for investment.

Operating  expenses increased for the three months and six months ended June 30,
1996  as  compared  to the  same  periods  in  1995  as a  result  of  increased
replacement costs (carpet and wallcovering),  increased exterior building repair
costs and increased  utility costs at Park Place  Apartments Phase II. Operating
expenses at Blankenbaker Business Center 1A and The Park at the Willows remained
fairly  constant  for the three  months  and six months  ended June 30,  1996 as
compared to the same periods in 1995.

Operating  expenses - affiliated  decreased  for the three months and six months
ended  June 30,  1996 as  compared  to the same  periods  in 1995 as a result of
decreased leasing costs at Blankenbaker  Business Center 1A. Operating  expenses
affiliated remained fairly constant at the Partnership's  residential properties
for both the three month and six month periods.  Operating expenses - affiliated
are expenses  incurred for  services  performed by employees of NTS  Development
Company, an affiliate of the General Partner.



                                       -9-

<PAGE>



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

Amortization of capitalized leasing costs represents the amortization of various
costs which were  capitalized  during the initial leasing and start-up period of
Park Place Apartments  Phase II. The  amortization of capitalized  leasing costs
has  decreased  for the three  months  and six  months  ended  June 30,  1996 as
compared to the same periods in 1995 as a result of the costs capitalized during
start-up having become fully amortized during the first quarter of 1996.

The decrease in interest  expense for the three months and six months ended June
30,  1996  as  compared  to the  same  periods  in  1995  is the  result  of the
Partnership's  decreasing debt level as a result of principal payments made. See
the Liquidity and Capital  Resources  section of this item for details regarding
the Partnership's debt.

Management  fees are  calculated as a percentage of cash  collections,  however;
revenue  for  reporting  purposes  is on the  accrual  basis.  As a result,  the
fluctuations of revenues  between  periods will differ from the  fluctuations of
management fee expense.

Real estate taxes and  professional  and  administrative  expenses have remained
fairly  constant  for the three  months  and six months  ended June 30,  1996 as
compared to the three months and six months ended June 30, 1995.

The change in  professional  and  administrative  expenses - affiliated  for the
three  months and six months ended June 30, 1996 as compared to the same periods
in  1995  was  not  significant.  Professional  and  administrative  expenses  -
affiliated  are expenses  incurred  for  services  performed by employees of NTS
Development Company, an affiliate of the General Partner.

Depreciation and  amortization  decreased for the six months ended June 30, 1996
as  compared  to the six months  ended June 30, 1995 as a result of a portion of
the original tenant  improvements  at  Blankenbaker  Business Center 1A becoming
fully  depreciated.  Depreciation and amortization have remained fairly constant
for the three  months  ended June 30, 1996 as compared to the three months ended
June 30, 1995.  Depreciation is computed using the straight-line method over the
estimated  useful  lives  of  the  assets  which  are  10 - 30  years  for  land
improvements, 30 years for buildings, 5 - 30 years for building improvements and
5 - 30 years for amenities.  The aggregate cost of the Partnership's  properties
for Federal tax purposes is approximately $13,800,000.

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

Cash provided by  operations  was $278,578 and $212,931 for the six months ended
June 30, 1996 and 1995,  respectively.  These funds in conjunction  with cash on
hand were used to make a 2%  (annualized)  cash  distribution  of  $125,825  and
$128,942  for the six months  ended June 30,  1996 and 1995,  respectively.  The
annualized  distribution rate is calculated as a percent of the original capital
contribution. The limited partners received 99% and the general partner received
1%  of  these  distributions.   The  primary  source  of  future  liquidity  and
distributions is expected to be derived from cash generated by the Partnership's
properties  after adequate cash reserves are  established for future leasing and
tenant finish costs.  Cash reserves (which are unrestricted cash and equivalents
and investment securities as shown on the Partnership's balance sheet as of June
30) were $456,979 and $464,247 at June 30, 1996 and 1995, respectively.

As of June 30,  1996,  the  Partnership  had two  mortgage  loans  each  with an
insurance  company in the amount of  $3,113,437  and  $957,981.  Both  mortgages
currently bear a fixed interest rate of 8.375%,  are secured by a first mortgage
on Park Place Apartments  Phase II and are due October 5, 2002.  Current monthly
principal  payments  on both  mortgages  are based  upon a 27-year  amortization
schedule.  The  outstanding  principal  balance at maturity based on the current
rate of amortization would be $3,607,560 ($2,758,723 and $848,837).


                                      -10-

<PAGE>



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

As of June 30, 1996,  Blankenbaker  Business  Center 1A, a joint venture between
the Partnership,  NTS-Properties IV and NTS-Properties Plus Ltd.,  affiliates of
the General Partner of the Partnership, had a mortgage payable with an insurance
company in the amount of $4,352,334.  The mortgage is recorded as a liability of
the Joint  Venture  and is  secured  by the  assets of the  Joint  Venture.  The
Partnership's  proportionate  interest  in the  mortgage  at  June  30,  1996 is
$1,364,021.  The  mortgage  bears  interest  at a fixed  rate of 8.5% and is due
November 15, 2005.  Current monthly principal payments are based upon an 11-year
amortization  schedule. At maturity, the mortgage will have been repaid based on
the current rate of amortization.

As of December 31, 1995, the Partnership had established an Interest  Repurchase
Reserve in the amount of $127,653  pursuant to Section 16.4 of the Partnership's
Amended and Restated  Agreement  of Limited  Partnership.  On May 24, 1996,  the
Partnership  elected to fund an  additional  amount of $121,270 to its  Interest
Repurchase Reserve. With these funds, the Partnership will be able to repurchase
up to  62,230  Units at a price of $4.00  per  Unit.  As of June 30,  1996,  the
Partnership  had  repurchased  a total of 20,524  Units.  Repurchased  Units are
retired by the  Partnership,  thus  increasing  the share of  ownership  of each
remaining  investor.  The  Interest  Repurchase  Reserve  was  funded  from cash
reserves.

The  majority  of  the  Partnership's   cash  flow  is  derived  from  operating
activities. Cash flows used in investing activities are for capital improvements
at the Partnership's properties. These improvements are funded by cash flow from
operations. Cash flows used in investing activities are also for the purchase of
investment  securities.  Cash flows provided by investing activities are derived
from the  maturity  of  investment  securities.  As part of its cash  management
activities,  the Partnership has purchased Certificates of Deposit or securities
issued by the U. S.  Government  with initial  maturities  of greater than three
months to improve  the return on its cash  reserves.  The  Partnership  held the
securities until maturity.  Cash flows used in financing activities are for cash
distributions,  principal  payments  on  mortgages  payable and  repurchases  of
limited partnership Units. Cash flows used in financing  activities also include
cash which has been reserved by the  Partnership  for the  repurchase of limited
partnership  Units.  The Partnership does not expect any material changes in the
mix and relative cost of capital resources from those in 1995.

The  primary  source of future  liquidity  and  distributions  is expected to be
derived from cash  generated by the  Partnership's  operating  properties  after
adequate cash  reserves are  established  for future  leasing,  renovations  and
tenant finish costs.  It is anticipated  that the cash flow from  operations and
cash  reserves  will be  sufficient  to meet the needs of the  Partnership.  The
Partnership had no material  commitments for renovations or capital improvements
at June 30, 1996.

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally Accepted Accounting Principle basis for the six
months ended June 30, 1996 and 1995.


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

Limited Partners:
       1996               $  (31,378)     $   124,566      $   124,566
       1995                  (80,104)         127,652          127,652

General Partner:
       1996               $     (317)     $     1,258      $     1,258
       1995                     (809)           1,290            1,290


                                      -11-

<PAGE>



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

In an effort to continue to improve occupancy at the  Partnership's  residential
properties,  the  Partnership  has an on-site  leasing  staff,  employees of NTS
Development Company, at each of the apartment communities. The staff handles all
on-site visits from potential  tenants,  coordinates  local advertising with NTS
Development  Company's  marketing  staff,  makes  visits to local  companies  to
promote  fully  furnished  units  and  works  with  current  residents  on lease
renewals.

The  lease at  Blankenbaker  Business  Center  1A  provides  for the  tenant  to
contribute toward the payment of common area expenses, insurance and real estate
taxes.  This lease provision,  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.

                                      -12-

<PAGE>



PART II.      OTHER INFORMATION


1.       Legal Proceedings

         None

2.       Changes in Securities

         None

3.       Defaults upon Senior Securities

         None

4.       Submission of Matters to a Vote of Security Holders

         None

5.       Other Information

         None

6.       Exhibits and Reports on Form 8-K

         (a)    Exhibits

                Exhibit 27.  Financial Data Schedule

         (b)    Reports on Form 8-K

                Form 8-K,  dated May 24, 1996 was filed to report in Item 5 that
                the  Partnership  has  elected to fund an  additional  amount of
                $121,270 to its Interest Repurchase Reserve.

                                      -13-

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                                              NTS-PROPERTIES VII, LTD.
                                                    (Registrant)

                                    BY:    NTS-Properties Associates VII
                                           BY:   NTS Capital Corporation,
                                                 General Partner

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


Date:    August 13  , 1996

                                      -14-

<TABLE> <S> <C>


<PAGE>



<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF JUNE 30, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         368,387
<SECURITIES>                                   208,669
<RECEIVABLES>                                   13,893
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      11,136,811
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              11,887,322
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      5,435,439
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,204,703
<TOTAL-LIABILITY-AND-EQUITY>                11,887,322
<SALES>                                        993,630
<TOTAL-REVENUES>                             1,002,976
<CGS>                                                0
<TOTAL-COSTS>                                  724,915
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             229,529
<INCOME-PRETAX>                               (31,695)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (31,695)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (31,695)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<FN>
<F1>THE PARTNERSHIP HAS AN UNCLASSIFIED BALANCE SHEET; THEREFORE, THE VALUE IS $0.
<F2>THIS INFORMATION IS NOT DISCLOSED IN THE PARTNERSHIP'S FORM 10-Q FILING.
</FN>
        

</TABLE>


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