FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY OR TRANSITIONAL REPORT (As last amended by 34-32231, eff. 6/3/93.) U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [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 0-13454 NATIONAL PROPERTY INVESTORS 7 (Exact name of small business issuer as specified in its charter) California 13-3230613 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports ), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) NATIONAL PROPERTY INVESTORS 7 CONSOLIDATED BALANCE SHEET (Unaudited) (in thousands, except unit data) March 31, 1997 Assets Cash and cash equivalents $ 3,843 Escrow deposits 792 Other assets 861 Investment properties: Land $ 3,738 Buildings and related personal property 41,404 45,142 Less accumulated depreciation (22,790) 22,352 $ 27,848 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable and accrued expenses $ 434 Tenants' security deposits 139 Mortgage notes payable 20,309 Partners' Capital (Deficit): General partner $ (233) Limited partners (60,517 units issued and outstanding) 7,199 6,966 $ 27,848 See Accompanying Notes to Consolidated Financial Statements b) NATIONAL PROPERTY INVESTORS 7 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per unit data) Three Months Ended March 31, 1997 1996 Revenues: Rental income $ 1,751 $ 1,740 Interest income 38 19 Other income 62 54 Total revenues 1,851 1,813 Expenses: Operating 560 551 General and administrative 55 80 Maintenance 180 248 Depreciation 418 414 Interest 410 390 Tax 108 103 Total expenses 1,731 1,786 Net income $ 120 $ 27 Net income allocated to general partner (1%) $ 1 $ -- Net income allocated to limited partners (99%) 119 27 Net income $ 120 $ 27 Net income per limited partnership unit $ 1.96 $ .44 See Accompanying Notes to Consolidated Financial Statements c) NATIONAL PROPERTY INVESTORS 7 CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) (Unaudited) (in thousands, except unit data) Limited Partnership General Limited Units Partner Partners Total Original capital contributions 60,517 $ 1 $ 30,259 $ 30,260 Partners' (deficit) capital at December 31, 1996 60,517 $ (234) $ 7,080 $ 6,846 Net income for the three months ended March 31, 1997 1 119 120 Partners' (deficit) capital at March 31, 1997 60,517 $ (233) $ 7,199 $ 6,966 See Accompanying Notes to Consolidated Financial Statements d) NATIONAL PROPERTY INVESTORS 7 CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three Months Ended March 31, 1997 1996 Cash flows from operating activities: Net income $ 120 $ 27 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 418 414 Amortization of loan costs 28 16 Change in accounts: Escrow deposits (167) (33) Other assets 122 200 Accounts payable and accrued expenses (44) 195 Tenants' security deposit liabilities (10) (7) Net cash provided by operating activities 467 812 Cash flows from investing activities: Property improvements and replacements (119) (48) Increase in restricted cash -- (412) Net cash used in investing activities (119) (460) Cash flows from financing activities: Mortgage principal repayments (8) (78) Loan costs paid (13) (23) Distributions (1,955) -- Net cash used in financing activities (1,976) (101) Net (decrease) increase in cash and cash equivalents (1,628) 251 Cash and cash equivalents at beginning of period 5,471 2,277 Cash and cash equivalents at end of period $ 3,843 $ 2,528 Supplemental information: Interest paid $ 383 $ 358 See Accompanying Notes to Consolidated Financial Statements e) NATIONAL PROPERTY INVESTORS 7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of NPI Equity Investments, Inc., the Managing General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1997, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the year ended December 31, 1996. Certain reclassifications have been made to the 1996 information to conform to the 1997 presentation. NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES The Partnership has no employees and is dependent on the Managing General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. Balances and other transactions with affiliates of the Managing General Partner during the period ended March 31, 1997 and 1996 are (in thousands): For the Three Months Ended March 31, 1997 1996 Property management fees (included in operating expenses) $ 92 $ 90 Reimbursement for services of affiliates (included in general and administrative expenses) 39 53 Included in "reimbursements for services of affiliates" for 1997 is approximately $1,000 in reimbursements for construction oversight costs. Since January 19, 1996, the Partnership insured its property under a master policy through an agency and insurer unaffiliated with the Managing General Partner. An affiliate of the Managing General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Managing General Partner who received payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Managing General Partner by virtue of the agent's obligations is not significant. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of five apartment complexes. The following table sets forth the average occupancy of the properties for the three months ended March 31, 1997 and 1996: Average Occupancy Property 1997 1996 Fairway View II Apartments Baton Rouge, Louisiana 93% 94% Northwoods Apartments Pensacola, Florida 93% 95% Patchen Place Apartments Lexington, Kentucky 87% 93% The Pines Apartments Roanoke, Virginia 97% 99% South Point Apartments Durham, North Carolina 95% 98% The Managing General Partner attributes the decrease in occupancy at Patchen Place Apartments to a soft market caused by increased competition as a result of newly constructed units. In addition, Patchen Place had some deferred maintenance which was addressed due to the refinancing in November of 1996. With these improvements, the Managing General Partner anticipates an increase in traffic and occupancy. The decrease in occupancy at South Point was due to increased competition as a result of newly constructed units, which are in the same market niche as that of South Point. The Partnership's net income for the three months ended March 31, 1997, was approximately $120,000 compared to net income of approximately $27,000 for the same period of 1996. The increase in net income is primarily due to an increase in interest income and decreases in maintenance and general and administrative expenses. The decrease in maintenance expense is primarily due to the completion of repair work in 1996 related to a fire at Fairway View II in 1995. Included in maintenance expense is $33,000 of major repairs and maintenance comprised of parking lot repairs, swimming pool repairs, and golf carts for the quarter ended March 31, 1997. The decrease in general and administrative expense is due to a decrease in expense reimbursements in 1997. Increased expense reimbursements in 1996 were attributable to the combined transition efforts of the Greenville, South Carolina, and Atlanta, Georgia, administrative offices during the year-end close, preparation of the 1995 10-K and tax return (including the limited partner K-1s), and transition of asset management responsibilities to the new administration. The increase in interest income is due to increases in interest-bearing reserves. As part of the ongoing business plan of the Partnership, the Managing General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. As part of this plan, the Managing General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Managing General Partner will be able to sustain such a plan. At March 31, 1997, the Partnership had cash and cash equivalents of approximately $3,843,000 compared to approximately $2,528,000 at March 31, 1996. Net cash provided by operating activities decreased primarily as a result of a decrease in accounts payable and accrued expenses and an increase in escrow deposits. Accounts payable and accrued expenses decreased due to the timing of payments to vendors. Escrow deposits increased due to the requirements of the November 1996 refinancings. Net cash used in investing activities decreased due to a decrease in deposits to the restricted cash balances, partially offset by an increase in property improvements and replacements. Net cash used in financing activities increased due to the Partnership making a distribution in January 1997, that was accrued at December 31, 1996. The Partnership has no material capital programs scheduled to be performed in 1997, although certain routine capital expenditures and maintenance expenses have been budgeted. These capital expenditures and maintenance expenses will be incurred only if cash is available from operations or is received from the capital reserve account. The Managing General Partner has extended to the Partnership a credit line of up to $500,000. At the present time, the Partnership has no outstanding amounts due under this line of credit. Based on present plans, management does not anticipate the need to borrow in the near future. Other than cash and cash equivalents, the line of credit is the Partnership's only unused source of liquidity. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership. The mortgage indebtedness of approximately $20,309,000 is amortized over varying periods with required balloon payments ranging from February 1, 2001 to November 1, 2003, at which time the properties will either be refinanced or sold. No cash distributions were paid in 1996, although a distribution was declared and accrued at December 31, 1996. In January 1997, the Partnership distributed the accrued amount of approximately $1,955,000 to the partners. Approximately $1,935,000 ($31.97 per limited partnership unit) was distributed to the limited partners and approximately $20,000 was distributed to the general partners. The distributions originated from refinancing proceeds of Fairway View II, Patchen Place, Northwoods I & II, and South Point, of approximately $1,561,000, and the remaining amount originated from operations of approximately $394,000. At this time, it appears that the investment objective of capital growth will not be attained and that investors will not receive a return of all of their invested capital. Future cash distributions will depend on the levels of cash generated from operations, property sales, and the availability of cash reserves. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K: None were filed during the quarter ended March 31, 1997. SIGNATURES In accordance with the requirements 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. NATIONAL PROPERTY INVESTORS 7 By: NPI EQUITY INVESTMENTS, INC. MANAGING GENERAL PARTNER By: /s/William H. Jarrard, Jr. William H. Jarrard, Jr. President and Director By: /s/Ronald Uretta Ronald Uretta Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: April 22, 1997