NTS PROPERTIES VII LTD/FL
10-Q, 1996-05-15
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            March 31, 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,                     (502) 426-4800
including area code

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

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

                                                            YES  X         NO

Exhibit Index: See page 13
Total Pages: 14


<PAGE>




                                TABLE OF CONTENTS

                                                                        Pages

                                     PART I

Item 1.     Financial Statements

            Balance Sheets and Statement of Partners' Equity
              as of March 31, 1996 and December 31, 1995                    3

            Statements of Operations
              For the three months ended March 31, 1996 and 1995            4

            Statements of Cash Flows
              For the three months ended March 31, 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
                                                 March 31, 1996   December 31, 1995*
                                                 --------------   ------------------
<S>                                                <C>               <C>   
ASSETS

Cash and equivalents                               $   486,468       $   377,212
Cash and equivalents - restricted                       86,466            55,014
Investment securities                                     --             103,908
Accounts receivable                                     13,743             8,098
Land, buildings and amenities, net                  11,271,320        11,405,597
Other assets                                           169,154           159,119
                                                   -----------       -----------

                                                   $12,027,151       $12,108,948
                                                   ===========       ===========

LIABILITIES AND PARTNERS' EQUITY

Mortgages payable                                  $ 5,472,849       $ 5,509,479
Accounts payable - operations                           69,159            53,878
Distributions payable                                   63,426            64,471
Security deposits                                       35,010            33,480
Other liabilities                                       29,101             3,323
                                                   -----------       -----------

                                                     5,669,545         5,664,631

Partners' equity                                     6,357,606         6,444,317
                                                   -----------       -----------

                                                   $12,027,151       $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 income (loss) - prior years         (2,553,698)        (25,794)      (2,579,492)
Net income - current year                   17,913             181           18,094
Cash distributions declared to
 date                                   (1,955,662)        (19,754)      (1,975,416)
Repurchase of limited
 partnership units                         (41,380)          --             (41,380)
                                       ------------      ----------     ------------

Balances at March 31, 1996            $  6,402,873      $  (45,267)    $  6,357,606
                                       ============      ==========     ===========
</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
                                                                March 31,
                                                                ---------

                                                           1996          1995
                                                           ----          ----
                                                    
<S>                                                     <C>           <C>   
Revenues:
 Rental income                                          $ 506,853     $ 466,289
 Interest and other income                                  4,977         3,212
                                                        ---------     ---------
                                                          511,830       469,501
Expenses:
 Operating expenses                                        88,648        89,529
 Operating expenses - affiliated                           56,141        62,193
 Amortization of capitalized leasing costs                    255         2,507
 Interest expense                                         115,069       118,335
 Management fees                                           26,144        24,268
 Real estate taxes                                         25,778        26,568
 Professional and administrative expenses                  12,582        14,250
 Professional and administrative expenses
  - affiliated                                             32,389        24,618
 Depreciation and amortization                            136,730       151,960
                                                        ---------     ---------

                                                          493,736       514,228
                                                        ---------     ---------

Net income (loss)                                       $  18,094     $ (44,727)
                                                        =========     =========

Net income (loss) allocated to the limited
 partners                                               $  17,913     $ (44,280)
                                                        =========     =========

Net income (loss) per limited partnership
 unit                                                   $     .03     $    (.07)
                                                        =========     =========

Weighted average number of limited
 partnership units                                        636,252       638,265
                                                        =========     =========

</TABLE>


                                      - 4 -

<PAGE>
<TABLE>



                            NTS-PROPERTIES VII, LTD.

                            STATEMENTS OF CASH FLOWS

<CAPTION>


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

                                                            1996         1995
                                                            ----         ----
                                                
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                        $  18,094    $ (44,727)
Adjustments to reconcile net income (loss) to net
 cash provided by operating activities:
  Accrued interest on investment securities                  1,408         --
  Amortization of capitalized leasing costs                    255        2,507
  Depreciation and amortization                            136,730      151,960
  Changes in assets and liabilities:
   Cash and equivalents - restricted                       (22,832)     (20,930)
   Accounts receivable                                      (5,645)       3,189
   Other assets                                            (12,296)     (14,054)
   Accounts payable - operations                            15,281      (10,461)
   Security deposits                                         1,530         (977)
   Other liabilities                                        25,778       26,147
                                                         ---------    ---------

  Net cash provided by operating activities                158,303       92,654
                                                         ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities                    (445)     (29,722)
Maturity of investment securities                          102,499         --
                                                         ---------    ---------

  Net cash provided by (used in) investing
   activities                                              102,054      (29,722)
                                                         ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Cash and equivalents - restricted                           (8,620)        --
Principal payments on mortgages payable                    (36,630)     (33,672)
Cash distributions                                         (64,471)     (64,471)
Repurchase of limited partnership units                    (41,380)        --
                                                         ---------    ---------

  Net cash used in financing activities                   (151,101)     (98,143)
                                                         ---------    ---------

  Net increase (decrease) in cash and equivalents          109,256      (35,211)

CASH AND EQUIVALENTS, beginning of period                  377,212      515,376
                                                         ---------    ---------

CASH AND EQUIVALENTS, end of period                      $ 486,468    $ 480,165
                                                         =========    =========

Interest paid on a cash basis                            $ 115,538    $ 118,498
                                                         =========    =========
</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 ended March 31, 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.   Mortgages Payable
     -----------------

     Mortgages payable consist of the following:

                                                     March 31,      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                 $ 3,124,133      $ 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                     961,272          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                    1,387,444        1,410,375
                                                    ----------       ----------
                                                   $ 5,472,849      $ 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.

3.   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.
     With these funds,  the Partnership  will be able to repurchase up to 31,913
     Units at a price of $4.00 per Unit. As of March 31, 1996, the

                                      - 6 -

<PAGE>



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

     Partnership had repurchased a total of 10,345 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.

4.   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.

5.   Related Party Transactions
     --------------------------

     Property   management  fees  of  $26,144  and  $24,268  were  paid  to  NTS
     Development Company, an affiliate of the general partner,  during the three
     months ended March 31, 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 related to capital
     improvements. The Partnership has incurred $706 as a repair and maintenance
     fee during the three months ended March 31, 1995, and has capitalized  this
     cost as part of land,  buildings  and  amenities.  There was no similar fee
     incurred during the three months ended March 31, 1996. The Partnership also
     was charged the  following  amounts  from NTS  Development  Company for the
     three months ended March 31, 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.  The
     charges were as follows:


                                                  1996           1995
                                               ---------       --------

              Leasing                           $ 10,341       $ 16,058
              Administrative                      38,912         30,787
              Property manager                    39,277         39,699
              Other                               --                267
                                                --------        -------

                                                $ 88,530       $ 86,811
                                                ========        =======

6.   Reclassification of 1995 Financial Statements
     ---------------------------------------------

     Certain  reclassifications  have been made to the March 31, 1995  financial
     statements  to  conform  with the March  31,  1996  classifications.  These
     classifications 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 March 31 were as
follows:


                                                     1996                 1995
                                                     ----                 ----

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

The Park at the Willows                               98%                  88%

Park Place Apartments Phase II                        93%                  89%

Property Owned in Joint Venture with
NTS-Properties IV and NTS-Properties
Plus Ltd. (ownership % at March 31,
1996)
- -----------------------------------

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

Rental and other income generated by the Partnership's  properties for the three
months ended March 31, 1996 and 1995 was as follows:


                                                1996                 1995
                                             ---------            ---------

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

The Park at the Willows                      $  80,892            $  73,363

Park Place Apartments Phase II               $ 352,653            $ 323,173

Property owned in Joint Venture with
NTS- Properties IV and NTS-Properties
Plus Ltd. (ownership % at March 31,
1996)
- -------------------------------------

Blankenbaker Business Center 1A (31%)(1)      $ 73,437             $ 70,961

(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
       ended March 31, 1996 and 1995.

The Park at the Willows'  occupancy  increased from 88% at March 31, 1995 to 98%
at March 31, 1996.  Average  occupancy for the three month period ended March 31
increased from 83% in 1995 to 98% 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

                                      - 8 -

<PAGE>



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

which are more  representative of the entire period's  results.  The increase in
rental and other  income at The Park at the Willows for the three  months  ended
March  31,  1996 as  compared  to the  same  period  in 1995  was due to the 15%
increase in average  occupancy.  The  increase in rental and other income at The
Park at the Willows is partially offset by decreased income from fully furnished
units and decreased  income collected for short term leases and from early lease
termination.  Fully furnished  units are apartments  which rent at an additional
premium above base rent. Therefore, it is possible for occupancy to increase and
revenues  from  fully  furnished  units to  decrease  when the  number  of fully
furnished units rented decreases.

Park Place Apartments Phase II's occupancy  increased from 89% at March 31, 1995
to 93% at March 31, 1996.  Average  occupancy for the three month period at Park
Place Apartments Phase II increased from 89% in 1995 to 94% in 1996.  Rental and
other income at Park Place  Apartments  Phase II increased  for the three months
ended  March 31,  1996 as compared to the same period 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.

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 ended March 31, 1996
as compared to the three months ended March 31, 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  ended  March 31, 1996 as compared to the same period in 1995 is a result
of increased cash reserves being available for investment.

Operating  expenses  have  remained  fairly  constant for the three months ended
March 31, 1996 as compared to the three months ended March 31, 1995.

Operating  expenses - affiliated  decreased for the three months ended March 31,
1996 as  compared to the same  period in 1995 as a result of  decreased  leasing
costs at Blankenbaker  Business  Center 1A.  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 ended March 31, 1996 as compared to the same
period 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 ended March 31, 1996 as
compared  to the  same  period  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  ended March 31, 1996 as compared to the
three months ended March 31, 1995.

Professional and  administrative  expenses - affiliated  increased for the three
months ended March 31, 1996 as compared to the three months ended March 31, 1995
due  to  increased   marketing  and  accounting   salaries.   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 three months ended March 31,
1996 as  compared  to the three  months  ended  March 31,  1995 as a result of a
portion of the original tenant  improvements at Blankenbaker  Business Center 1A
becoming fully  depreciated.  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 $158,303 and $92,654 for the three months ended
March 31, 1996 and 1995,  respectively.  These funds in conjunction with cash on
hand were used to pay a 2% (annualized)  cash distribution of $63,426 (1996) and
a  2%  (annualized)  cash   distribution  of  $64,471  (1995).   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

                                     - 10 -

<PAGE>



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

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 as shown on the Partnership's balance sheet as of March 31)
were $486,468 and $480,165 at March 31, 1996 and 1995, respectively.

As of March 31,  1996,  the  Partnership  had two  mortgage  loans  each with an
insurance  company in the amount of  $3,124,133  and  $961,272.  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).

As of March 31, 1996,  Blankenbaker  Business Center 1A, a joint venture between
the Partnership,  NTS-Properties IV and NTS-Properties Plus Ltd.,  affiliates of
the General Partner,  had a mortgage payable with an insurance company (obtained
November  1994) in the amount of  $4,427,069.  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 March 31,
1996 is  $1,387,444.  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.  With these funds,  the
Partnership  will be able to  repurchase  up to 31,913 Units at a price of $4.00
per Unit.  As of March 31, 1996,  the  Partnership  had  repurchased  a total of
10,345 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   Partnership   is  currently
contemplating an additional  funding to its Interest  Repurchase  Reserve in the
near term.

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  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 its 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

                                     - 11 -

<PAGE>



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

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 March 31, 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
three months ended March 31, 1996 and 1995.


                               Net Income                               Cash
                                 (Loss)         Distributions         Return of
                               Allocated           Declared            Capital
                               ---------           --------            -------

  Limited Partners:
       1996                    $ 17,913            $ 62,792           $ 44,879
       1995                     (44,280)             63,826             63,826

  General Partner:
       1996                    $    181            $    634           $    453
       1995                        (447)                645                645

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  February 1, 1996,  was filed to report in Item 5
              the  fact  that  the   Partnership  has  established  an  Interest
              Repurchase  Reserve pursuant to Section 16.4 of the  Partnership's
              Amended and Restated Agreement of Limited Partnership.




                                     - 13 -

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  NTS-Properties  VII, Ltd. 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:    May 14, 1996



                                     - 14 -

<TABLE> <S> <C>


<PAGE>


<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF MARCH 31, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         572,934
<SECURITIES>                                         0
<RECEIVABLES>                                   13,743
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                      11,271,320
<DEPRECIATION>                                       0<F2>
<TOTAL-ASSETS>                              12,027,151
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                      5,472,849
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   6,357,606
<TOTAL-LIABILITY-AND-EQUITY>                12,027,151
<SALES>                                        506,853
<TOTAL-REVENUES>                               511,830
<CGS>                                                0
<TOTAL-COSTS>                                  333,696
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             115,069
<INCOME-PRETAX>                                 18,094
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             18,094
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    18,094
<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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