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, 1997
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 0-18952
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 (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, 1997 and December 31, 1996 3
Statements of Operations
For the three months ended March 31, 1997 and 1996 4
Statements of Cash Flows
For the three months ended March 31, 1997 and 1996 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>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
NTS-PROPERTIES VII, LTD.
BALANCE SHEETS AND STATEMENT OF PARTNERS' EQUITY
<CAPTION>
As of As of
March 31, 1997 December 31, 1996*
-------------- ------------------
ASSETS
<S> <C> <C>
Cash and equivalents $ 284,447 $ 278,620
Cash and equivalents - restricted 175,572 162,005
Accounts receivable 11,361 14,518
Land, buildings and amenities, net 10,753,715 10,878,976
Other assets 155,751 140,380
----------- -----------
$11,380,846 $11,474,499
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
Mortgages payable $ 5,318,365 $ 5,358,215
Accounts payable 90,637 90,301
Distributions payable 60,427 60,645
Security deposits 40,615 39,800
Other liabilities 31,681 6,787
----------- -----------
5,541,725 5,555,748
Partners' equity 5,839,121 5,918,751
----------- -----------
$11,380,846 $11,474,499
=========== ===========
</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 (2,679,317) (27,063) (2,706,380)
Net loss - current year (10,450) (106) (10,556)
Cash distributions declared to
date (2,197,399) (22,196) (2,219,595)
Repurchase of limited
partnership Units (160,148) -- (160,148)
------------ ------------ ------------
Balances at March 31, 1997 $ 5,888,386 $ (49,265) $ 5,839,121
============ ============ ============
</TABLE>
* Reference is made to the audited financial statements in the Form 10-K as
filed with the Commission on March 27, 1997.
- 3 -
<PAGE>
<TABLE>
NTS-PROPERTIES VII, LTD.
STATEMENTS OF OPERATIONS
<CAPTION>
Three Months Ended
March 31,
-------------------
1997 1996
---------- ----------
<S> <C> <C>
Revenues:
Rental income $ 484,230 $ 506,853
Interest and other income 3,953 4,977
--------- ---------
488,183 511,830
Expenses:
Operating expenses 112,037 88,903
Operating expenses - affiliated 61,558 56,141
Interest expense 111,902 115,069
Management fees 25,051 26,144
Real estate taxes 24,894 25,778
Professional and administrative expenses 13,835 12,582
Professional and administrative expenses
- affiliated 20,314 32,389
Depreciation and amortization 129,148 136,730
--------- ---------
498,739 493,736
--------- ---------
Net income (loss) $ (10,556) $ 18,094
========= =========
Net income (loss) allocated to the limited
partners $ (10,450) $ 17,913
========= =========
Net income (loss) per limited partnership
unit $ (.02) $ .03
========= =========
Weighted average number of limited
partnership units 599,466 636,252
========= =========
</TABLE>
- 4 -
<PAGE>
<TABLE>
NTS-PROPERTIES VII, LTD.
STATEMENTS OF CASH FLOWS
<CAPTION>
Three Months Ended
March 31,
-------------------
1997 1996
---------- ----------
<S> <C> <C>
Net income (loss) $ (10,556) $ 18,094
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Accrued interest on investment securities -- 1,408
Depreciation and amortization 129,148 136,730
Changes in assets and liabilities:
Cash and equivalents - restricted (22,215) (22,832)
Accounts receivable 3,157 (5,645)
Other assets (17,377) (12,041)
Accounts payable 336 15,281
Security deposits 815 1,530
Other liabilities 24,894 25,778
--------- ---------
Net cash provided by operating activities 108,202 158,303
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities (1,880) (445)
Maturity of investment securities -- 102,499
--------- ---------
Net cash provided by (used in) investing
activities (1,880) 102,054
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash and equivalents - restricted 8,648 41,380
Principal payments on mortgages payable (39,850) (36,630)
Cash distributions (60,645) (64,471)
Repurchase of limited partnership Units (8,648) (41,380)
--------- ---------
Net cash used in financing activities (100,495) (101,101)
--------- ---------
Net increase in cash and equivalents 5,827 159,256
CASH AND EQUIVALENTS, beginning of period 278,620 249,559
--------- ---------
CASH AND EQUIVALENTS, end of period $ 284,447 $ 408,815
========= =========
Interest paid on a cash basis $ 112,320 $ 115,538
========= =========
</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 1996 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, 1997 and 1996.
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 with initial maturities of greater
than three months. The Partnership intends to hold the securities until
maturity. During 1996, the Partnership sold no investment securities. At
March 31, 1997 and December 31, 1996, the Partnership held no investment
securities with initial maturities greater than three months.
3. Mortgages Payable
-----------------
Mortgages payable consist of the following:
March 31, December 31,
1997 1996
----------- -----------
Mortgage payable to an insurance
company, bearing interest at a fixed
rate of 8.375%, due October 5, 2002,
secured by land and buildings $ 3,079,976 $ 3,091,363
Mortgage payable to an insurance
company, bearing interest at a fixed
rate of 8.375%, due October 5, 2002,
secured by land and buildings 947,685 951,189
Mortgage payable to an insurance
company, bearing interest at a fixed
rate of 8.5%, due November 15, 2005,
secured by land and building 1,290,704 1,315,663
---------- ----------
$ 5,318,365 $ 5,358,215
=========== ==========
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 $6,660,000.
- 6 -
<PAGE>
4. Interest Repurchase Reserve
---------------------------
Pursuant to Section 16.4 of the Partnership's Amended and Restated
Agreement of Limited Partnership, the Partnership established an Interest
Repurchase Reserve. Through March 1997, the Partnership has funded a total
amount of $248,923 to the Reserve which will allow the Partnership to
repurchase up to 62,230 Units at a price of $4.00 per Unit. As of March 31,
1997 the Partnership has repurchased a total of 40,037 Units for $160,148.
Repurchased Units will be retired by the Partnership, thus increasing the
share of ownership of each remaining investor. The Interest Repurchase
Reserve was funded from cash reserves. The amount remaining in the Interest
Repurchase Reserve at March 31, 1997 was $88,775.
5. Related Party Transactions
--------------------------
Property management fees of $25,051 and $26,144 were paid to NTS
Development Company, an affiliate of the general partner, during the three
months ended March 31, 1997 and 1996, 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. The Partnership also was
charged the following amounts from NTS Development Company for the three
months ended March 31, 1997 and 1996. 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.
1997 1996
--------- --------
Leasing $ 11,328 $ 10,341
Administrative 27,049 38,912
Property manager 43,408 39,277
Other 88 --
-------- --------
$ 81,873 $ 88,530
======== ========
6. Reclassification of 1996 Financial Statements
---------------------------------------------
Certain reclassifications have been made to the March 31, 1996 financial
statements to conform with the March 31, 1997 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 March 31 were as
follows:
1997 1996
------ ------
Wholly-owned Properties
- -----------------------
The Park at the Willows 79% 98%
Park Place Apartments Phase II 88% 93%
Property Owned in Joint Venture with
NTS-Properties IV and NTS-Properties
Plus Ltd. (Ownership % at March 31,
1997)
- ------------------------------------
Blankenbaker Business Center 1A (31%) 100% 100%
Rental and other income generated by the Partnership's properties for the three
months ended March 31, 1997 and 1996 was as follows:
1997 1996
--------- ---------
Wholly-owned Properties
- -----------------------
The Park at the Willows $ 75,050 $ 80,892
Park Place Apartments Phase II $ 336,458 $ 352,653
Property owned in Joint Venture with
NTS-Properties IV and NTS-Properties
Plus Ltd. (Ownership % at March 31,
1997)
- ------------------------------------
Blankenbaker Business Center 1A (31%)(1) $ 73,478 $ 73,437
(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, 1997 and 1996.
The Park at the Willows' occupancy decreased from 98% at March 31, 1996 to 79%
at March 31, 1997. Average occupancy for the three month period ended March 31
decreased from 98% in 1996 to 85% in 1997. 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 occupancy for the three months ended March 31, 1997 as compared to
the same period in 1996 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
- 8 -
<PAGE>
Results of Operations - Continued
- ---------------------------------
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
change in occupancy will be much greater than at other residential properties
because of its small size. The decrease in rental and other income at The Park
at the Willows for the three months ended March 31, 1997 as compared to the same
period in 1996 was due to the 13% decrease in average occupancy. Rental and
other income at The Park at the Willows also decreased due to decreased income
from fully furnished units. Fully furnished units are apartments which rent at
an additional premium above base rent.
Park Place Apartments Phase II's occupancy decreased from 93% at March 31, 1996
to 88% at March 31, 1997. Average occupancy for the three month period ended
March 31 at Park Place Apartments Phase II decreased from 94% in 1996 to 88% in
1997. In the opinion of the General Partner of the Partnership, the decrease in
occupancy at Park Place Apartments Phase II is only a temporary fluctuation and
does not represent a downward occupancy trend. Rental and other income at Park
Place Apartments Phase II decreased for the three months ended March 31, 1997 as
compared to the same period in 1996 as a result of the decrease in average
occupancy and decreased income from fully furnished units as a result of a
decrease in the 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, 1997
as compared to the three months ended March 31, 1996.
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 decrease in interest income for the three
months ended March 31, 1997 as compared to the same period in 1996 was a result
of decreased cash reserves being available for investment.
Operating expenses increased for the three months ended March 31, 1997 as
compared to the same period in 1996 as a result of increased interior painting,
roof repair and vacant utility costs at Park Place Apartments Phase II,
increased carpet replacement costs at The Park at the Willows and increased roof
repair costs at Blankenbaker Business Center 1A. The increases in operating
expenses were partially offset by decreased snow removal and furniture rental
costs at Park Place Apartments Phase II.
Operating expenses - affiliated increased for the three months ended March 31,
1997 as compared to the same period in 1996 as a result of increased property
management costs at all of the Partnership's properties. Operating expenses -
affiliated are expenses incurred for services performed by employees of NTS
Development Company, an affiliate of the General Partner.
The decrease in interest expense for the three months ended March 31, 1997 as
compared to the same period in 1996 is the result of the Partnership's
decreasing debt level as a result of principal payments made.
- 9 -
<PAGE>
Results of Operations - Continued
- ---------------------------------
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, 1997 as compared to the
three months ended March 31, 1996.
Professional and administrative expenses - affiliated decreased for the three
months ended March 31, 1997 as compared to the three months ended March 31, 1996
due to decreased salary costs. 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,
1997 as compared to the three months ended March 31, 1996 as a result of a
portion of the assets with shorter lives at Park Place Apartments Phase II
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 $12,200,000.
Liquidity and Capital Resources
- -------------------------------
Cash provided by operations was $108,202 and $158,303 for the three months ended
March 31, 1997 and 1996, respectively. These funds in conjunction with cash on
hand were used to pay a 2% (annualized) cash distribution of $60,427 (1997) and
a 2% (annualized) cash distribution of $63,426 (1996). 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
as shown on the Partnership's balance sheet as of March 31) were $284,447 and
$408,815 at March 31, 1997 and 1996, respectively.
As of March 31, 1997, the Partnership had mortgages payable in the amount of
$4,027,661 ($3,079,976 and $947,685) from two insurance companies. Both
mortgages bear a fixed interest rate of 8.375% for the first 60 months and are
due October 5, 2002. At the end of the 56th month from the date of the notes
(notes dated September 8, 1992), the insurance companies will notify the
Partnership of the interest rate which is their then prevailing interest rate
for loans with a term of five years on properties comparable to the apartments
(the "Modified Rate"). The Partnership will have 30 days to accept or reject the
Modified rate. If the Modified Rate is rejected by the Partnership, the entire
unpaid principal balance is due with the 60th installment of interest. If the
Partnership accepts the Modified Rate, it becomes effective the 61st month from
the date of the notes. Both mortgages are secured by a first mortgage on Park
Place Apartments Phase II. Current monthly principal payments on both mortgages
are based upon a 27-year amortization schedule. If the Partnership accepts the
Modified Rate, the principal balance of both mortgages will be amortized using a
22-year amortization schedule beginning the 61st month. 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
- -------------------------------------------
The General Partner of the Partnership is presently exploring the possibility of
refinancing the mortgages payable discussed above due to the interest rate
change which will be effective September 1997. If an interest rate can be
obtained which would be less than the Modified Rate, together with a favorable
amortization schedule, the loans will likely be refinanced.
As of March 31, 1997, Blankenbaker Business Center Joint Venture, in which the
Partnership has a joint venture interest, had a mortgage payable with an
insurance company in the amount of $4,118,392. 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,
1997 is $1,290,704. 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.
Pursuant to Section 16.4 of the Partnership's Amended and Restated Agreement of
Limited Partnership, the Partnership has established an Interest Repurchase
Reserve. Through March 1997, the Partnership has funded a total amount of
$248,923 to the Reserve which will allow the Partnership to repurchase up to
62,230 units at a price of $4.00 per Unit. As of March 31, 1997, the Partnership
has repurchased a total of 40,037 Units for $160,148. Repurchased Units will be
retired by the Partnership, thus increasing the share of ownership of each
remaining investor. The Interest Repurchase Reserve was funded from cash
reserves. The amount remaining in the Interest Repurchase Reserve at March 31,
1997 was $88,775.
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 provided by financing activities
represents the utilization of 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 1996.
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, 1997.
(Continued next page)
- 11 -
<PAGE>
Liquidity and Capital Resources - Continued
- -------------------------------------------
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, 1997 and 1996.
Net Income Cash
(Loss) Distributions Return of
Allocated Declared Capital
--------- -------- ---------
Limited Partners:
1997 $(10,450) $ 59,823 $ 59,823
1996 17,913 62,792 44,879
General Partner:
1997 $ (106) $ 604 $ 604
1996 181 634 453
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.
Some of the statements included in Item 2, Management's Discussion and Analysis
of Financial Condition and Results of Operations, may be considered to be
"forward-looking statements" since such statements relate to matters which have
not yet occurred. For example, phrases such as "the Partnership anticipates",
"believes" or "expects" indicate that it is possible that the event anticipated,
believed or expected may not occur. Should such event not occur, then the result
which the Partnership expected also may not occur or occur in a different
manner, which may be more or less favorable to the Partnership. The Partnership
does not undertake any obligations to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect any
future events or circumstances.
Any forward-looking statements included in Management's Discussion and Analysis
of Financial Condition and Results of Operations, or elsewhere in this report,
which reflect management's best judgement based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking statements as a result of a number of factors, including
but not limited to those discussed below. Any forward-looking information
provided by the Partnership pursuant to the safe harbor established by recent
securities legislation should be evaluated in the context of these factors.
The Partnership's principal activity is the leasing and management of a
commercial business center and apartment complexes. If Prudential, the tenant
that occupies 100% of the business center, or a large number of apartment
lessees default on their lease, the Partnership's ability to make payments due
under its debt agreements, payment of operating costs and other partnership
expenses would be directly impacted. A lessee's ability to make payments are
subject to risks generally associated with real estate, many of which are beyond
the control of the Partnership, including general or local economic conditions,
competition, interest rates, real estate tax rates, other operating expenses and
acts of God.
- 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:
There were no reports on Form 8-K for the three months ended March
31, 1997.
- 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,
General Partner
By: NTS Capital Corporation,
General Partner
/s/ John W. Hampton
-------------------
John W. Hampton
Senior Vice President
Date: May 12 , 1997
- 14 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AS OF MARCH 31, 1997 AND FROM THE STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 460,019
<SECURITIES> 0
<RECEIVABLES> 11,361
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 10,753,715
<DEPRECIATION> 0<F2>
<TOTAL-ASSETS> 11,380,846
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,318,365
0
0
<COMMON> 0
<OTHER-SE> 5,839,121
<TOTAL-LIABILITY-AND-EQUITY> 11,380,846
<SALES> 484,230
<TOTAL-REVENUES> 488,183
<CGS> 0
<TOTAL-COSTS> 352,688
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 111,902
<INCOME-PRETAX> (10,556)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,556)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,556)
<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>
