<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 September 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 September 30, 1996 and December 31, 1995 3
Statements of Operations
For the three months and nine months ended
September 30, 1996 and 1995 4
Statements of Cash Flows
For the three months and nine months ended
September 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
September 30, 1996 December 31,1995*
------------------------------ -------------------------
ASSETS
<S> <C> <C>
Cash and equivalents $ 423,754 $ 377,212
Cash and equivalents - restricted 128,173 55,014
Investment securities -- 103,908
Accounts receivable 18,466 8,098
Land, buildings and amenities, net 11,007,995 11,405,597
Other assets 149,974 159,119
--------------------- ---------------------
$ 11,728,362 $12,108,948
===================== =====================
LIABILITIES AND PARTNERS' EQUITY
Mortgages payable $ 5,397,233 $ 5,509,479
Accounts payable 96,456 53,878
Distributions payable 60,709 64,471
Security deposits 41,725 33,480
Other liabilities 80,684 3,323
--------------------- ---------------------
5,676,807 5,664,631
Partners' equity 6,051,555 6,444,317
--------------------- ---------------------
$ 11,728,362 $ 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 (56,667) (572) (57,239)
Cash distributions
declared to date (2,077,537) (20,985) (2,098,522)
Repurchase of limited
partnership units (148,992) -- (148,992)
------------ ------------ ------------
Balances at September 30, 1996 $ 6,098,806 $ (47,251) $ 6,051,555
============ ============ ============
</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 Nine Months Ended
September 30, September 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
------------ ------------ ----------- -----------
REVENUES:
<S> <C> <C> <C> <C>
Rental income $ 537,264 $ 506,494 $ 1,530,895 $ 1,461,744
Interest and other income 3,845 3,155 13,191 10,256
----------- ----------- ----------- -----------
541,109 509,649 1,544,086 1,472,000
EXPENSES:
Operating expenses 174,123 141,777 416,210 355,080
Operating expenses - affiliated 54,817 62,291 161,453 184,864
Amortization of initial leasing
costs -- 1,130 196 5,452
Interest expense 113,963 116,880 343,492 352,830
Management fees 27,851 26,134 78,987 75,687
Real estate taxes 25,907 26,828 77,363 79,546
Professional and administrative
expenses 12,161 14,338 38,649 42,040
Professional and administrative
expenses - affiliated 24,261 25,049 78,000 74,505
Depreciation and amortization 133,570 136,978 406,975 424,664
----------- ----------- ----------- -----------
566,653 551,405 1,601,325 1,594,668
----------- ----------- ----------- -----------
Net loss $ (25,544) $ (41,756) $ (57,239) $ (122,668)
=========== =========== =========== ===========
Net loss allocated to the
limited partners $ (25,289) $ (41,338) $ (56,667) $ (121,441)
=========== =========== =========== ===========
Net loss per limited partnership
unit $ (0.04) $ (0.06) $ (0.09) $ (0.19)
=========== =========== =========== ===========
Weighted average number of units 603,210 638,265 620,418 638,265
=========== =========== =========== ===========
</TABLE>
-4-
<PAGE>
<TABLE>
NTS-PROPERTIES VII, LTD.
STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------- --------------------------
1996 1995 1996 1995
---------- ---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net loss $ (25,544) $ (41,756) $ (57,239) $(122,668)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Accrued interest on investment
securities 1,230 (1,502) 1,408 (2,825)
Amortization of capitalized leasing
costs -- 1,130 196 5,452
Depreciation and amortization 133,570 136,978 406,975 424,664
Changes in assets and liabilities:
Cash and equivalents - restricted (24,992) (20,794) (72,151) (63,751)
Accounts receivable (4,573) 9,896 (10,368) 12,652
Other assets 7,584 8,172 2,929 2,345
Accounts payable 4,488 18,811 42,578 16,552
Security deposits 3,690 (1,110) 8,245 (1,962)
Other liabilities 25,903 26,828 77,361 79,126
--------- --------- --------- ---------
Net cash provided by operating
activities 121,356 136,653 399,934 349,585
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and
amenities (2,748) (40,206) (3,351) (108,588)
Purchase of investment securities -- (102,500) (207,439) (202,363)
Maturity of investment securities 207,439 -- 309,939 --
--------- --------- --------- ---------
Net cash provided by (used in)
investing activities 204,691 (142,706) 99,149 (310,951)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash and equivalents - restricted 16,896 -- (1,008) --
Principal payments on mortgages
payable (38,206) (35,119) (112,246) (103,178)
Cash distributions (62,397) (64,471) (190,295) (193,414)
Repurchase of limited partnership
units (66,896) -- (148,992) --
--------- --------- --------- ---------
Net cash used in financing
activities (150,603) (99,590) (452,541) (296,592)
--------- --------- --------- ---------
Net increase (decrease) in cash and
equivalents 175,444 (105,643) 46,542 (257,958)
CASH AND EQUIVALENTS, beginning of
period 248,310 363,061 377,212 515,376
--------- --------- --------- ---------
CASH AND EQUIVALENTS, end of period $ 423,754 $ 257,418 $ 423,754 $ 257,418
========= ========= ========= =========
Interest paid on a cash basis $ 113,963 $ 117,049 $ 344,260 $ 353,328
========= ========= ========= =========
</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 nine months ended September 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. Mortgages Payable
Mortgages payable consist of the following:
September 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 $ 3,102,515 $ 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 954,620 964,495
Mortgage payable to an insurance
company bearing interest at a fixed
rate of 8.5%, due November 15, 2005,
secured by land and building 1,340,098 1,410,375
------------- -------------
$ 5,397,233 $ 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 $6,900,000.
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.
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 September 30, 1996, the Partnership had repurchased
a total of 37,248 Units. Repurchased Units are retired by the Partnership,
thus increasing the share of ownership of each remaining investor.
-6-
<PAGE>
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 $78,987 and $75,687 were paid to NTS
Development Company, an affiliate of the general partner, during the nine
months ended September 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 pursuant to
an 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 incurred $3,337 as a repair and maintenance
fee during the nine months ended September 30, 1995, and has capitalized
this cost as a part of land, buildings and amenities. There was no similar
fee incurred during the nine months ended September 30, 1996.
The Partnership was also charged the following amounts from NTS
Development Company for the nine months ended September 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 $ 29,725 $ 45,468
Administrative 96,243 92,188
Property manager 112,089 119,847
Other 1,396 1,866
--------------------- --------------------
$ 239,453 $ 259,369
===================== ====================
6. Reclassification of 1995 Financial Statements
Certain reclassifications have been made to the September 30, 1995
financial statements to conform with the September 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 September 30 were as
follows:
1996 1995
---- ----
Wholly-owned Properties
- -----------------------
The Park at the Willows 94% 96%
Park Place Apartments Phase II 94% 92%
Property Owned in Joint Venture with
NTS-Properties IV and NTS-Properties
Plus Ltd. (ownership % at September
30, 1996)
- ------------------------------------
Blankenbaker Business Center 1A (31%) 100% 100%
Rental and other income generated by the Partnership's properties for the three
months and nine months ended September 30, 1996 and 1995 was as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- ---------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
Wholly-owned Properties
- -----------------------
The Park at the Willows $ 89,814 $ 79,340 $ 245,508 $ 235,405
Park Place Apartments
Phase II $ 374,453 $ 354,025 $1,066,276 $1,010,879
Property owned in Joint
Venture with NTS-Properties
IV and NTS-Properties Plus
Ltd. (ownership % at
September 30, 1996)
- ---------------------------
Blankenbaker Business Center
1A (31%)(1) $ 73,478 $ 73,552 $ 220,392 $ 217,990
(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 nine months ended September 30, 1996 and 1995.
The Park at the Willows' occupancy decreased from 96% at September 30, 1995 to
94% at September 30, 1996. Average occupancy for the nine month period ended
September 30 increased from 92% in 1995 to 94% in 1996. Average occupancy for
the three month period ended September 30 decreased from 95% in 1995 to 94% 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. The Park at the Willows
rental and other income increased for the three months and nine months ended
-8-
<PAGE>
Results of Operations - Continued
- ---------------------------------
September 30, 1996 as compared to the same periods in 1995 due to increased
rental rates, decreased rental concessions and increased income collected from
short term and month-to-month leases.
Park Place Apartments Phase II's occupancy increased from 92% at September 30,
1995 to 94% at September 30, 1996. Average occupancy for the nine month period
ended September 30 increased from 90% in 1995 to 93% in 1996. Average occupancy
for the three month period ended September 30 increased from 94% in 1995 to 95%
in 1996. Rental and other income at Park Place Apartments Phase II increased for
the three months and nine months ended September 30, 1996 as compared to the
same periods in 1995 as a result of the increase in average occupancy and
increased rental rates. Rental income also increased for the nine month period
due to 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 nine months ended
September 30, 1996 as compared to the three months and nine months ended
September 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 nine
months ended September 30, 1996 as compared to the same period in 1995 is a
result of increased cash reserves being available for investment. Interest and
other income remained fairly constant for the three months ended September 30,
1996 as compared to the same period in 1995.
Operating expenses increased for the three months and nine months ended
September 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 nine months ended
September 30, 1996 as compared to the same periods in 1995.
Operating expenses - affiliated decreased for the three months and nine months
ended September 30, 1996 as compared to the same periods in 1995 as a result of
decreased leasing costs at Blankenbaker Business Center 1A and Park Place
Apartments Phase II. Operating expenses - affiliated remained fairly constant at
The Park at the Willows for both the three month and nine month periods.
Operating expenses - affiliated are expenses incurred for services performed by
employees of NTS Development Company, an affiliate of the General Partner.
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 nine months ended September 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.
-9-
<PAGE>
Results of Operations - Continued
- ---------------------------------
The decrease in interest expense for the three months and nine months ended
September 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 nine months ended September 30, 1996 as
compared to the three months and nine months ended September 30, 1995.
The change in professional and administrative expenses - affiliated for the
three months and nine months ended September 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 nine months ended September 30,
1996 as compared to the nine months ended September 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 September 30, 1996 as compared to the three
months ended September 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 $399,934 and $349,585 for the nine months ended
September 30, 1996 and 1995, respectively. These funds in conjunction with cash
on hand were used to make a 2% (annualized) cash distribution of $186,533 and
$193,414 for the nine months ended September 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
September 30) were $423,754 and $462,606 at September 30, 1996 and 1995,
respectively.
As of September 30, 1996, the Partnership had two mortgage loans each with an
insurance company in the amount of $3,102,515 and $954,620. 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 September 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 $4,275,999. 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 September
30, 1996 is $1,340,098. The mortgage bears interest at a fixed rate of 8.5% and
-10-
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
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 September 30, 1996, the
Partnership had repurchased a total of 37,248 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 September 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
nine months ended September 30, 1996 and 1995.
Cash
Net Loss Distributions Return of
Allocated Declared Capital
-------------- ------------ --------------
Limited Partners:
1996 $ (56,667) $ 184,668 $ 184,668
1995 (121,441) 191,479 191,479
General Partner:
1996 $ (572) $ 1,865 $ 1,865
1995 (1,227) 1,935 1,935
-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
None.
-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: November 11 , 1996
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF SEPTEMBER 30, 1996 AND FROM THE STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 551,927
<SECURITIES> 0
<RECEIVABLES> 18,466
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 11,007,995
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 11,728,362
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,397,233
0
0
<COMMON> 0
<OTHER-SE> 6,051,555
<TOTAL-LIABILITY-AND-EQUITY> 11,728,362
<SALES> 1,530,895
<TOTAL-REVENUES> 1,544,086
<CGS> 0
<TOTAL-COSTS> 1,141,184
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 343,492
<INCOME-PRETAX> (57,239)
<INCOME-TAX> 0
<INCOME-CONTINUING> (57,239)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57,239)
<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>
