FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
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 June 30, 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 past 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)
June 30, 1997
Assets
Cash and cash equivalents $ 4,164
Escrow for taxes and insurance 265
Restricted escrows 666
Other assets 855
Investment properties:
Land $ 3,738
Buildings and related personal property 41,486
45,224
Less accumulated depreciation (23,212) 22,012
$ 27,962
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 497
Tenants' security deposits 133
Mortgage notes payable 20,301
Partners' Capital (Deficit):
General partner $ (232)
Limited partners (60,517 units issued
and outstanding) 7,263 7,031
$ 27,962
See Accompanying Notes to Consolidated Financial Statements
b) NATIONAL PROPERTY INVESTORS 7
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
Revenues:
Rental income $ 1,737 $ 1,754 $ 3,488 $ 3,494
Interest income 52 25 90 44
Other income 66 70 128 124
Total revenues 1,855 1,849 3,706 3,662
Expenses:
Operating 582 586 1,142 1,137
General and administrative 81 95 136 175
Maintenance 194 197 374 445
Depreciation 422 415 840 829
Interest 411 379 821 769
Tax 100 106 208 209
Total expenses 1,790 1,778 3,521 3,564
Net income $ 65 $ 71 $ 185 $ 98
Net income allocated
to general partner (1%) $ 1 $ 1 $ 2 $ 1
Net income allocated
to limited partners (99%) 64 70 183 97
Net income $ 65 $ 71 $ 185 $ 98
Net income per
limited partnership unit $ 1.07 $ 1.16 $ 3.03 $ 1.61
See Accompanying Notes to Consolidated Financial Statements
c) NATIONAL PROPERTY INVESTORS 7
CONSOLIDATED STATEMENT 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 six
months ended June 30, 1997 -- 2 183 185
Partners' (deficit) capital
at June 30, 1997 60,517 $ (232) $ 7,263 $ 7,031
See Accompanying Notes to Consolidated Financial Statements
d) NATIONAL PROPERTY INVESTORS 7
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1997 1996
Cash flows from operating activities:
Net income $ 185 $ 98
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 840 829
Amortization of loan costs 56 23
Change in accounts:
Escrow for taxes and insurance (210) (26)
Other assets 102 172
Accounts payable and accrued expenses 53 286
Tenants' security deposit liabilities (16) (13)
Net cash provided by operating activities 1,010 1,369
Cash flows from investing activities:
Restricted escrow deposits (154) (218)
Restricted escrow withdrawals 57 --
Property improvements and replacements (201) (172)
Increase in restricted cash -- (256)
Net cash used in investing activities (298) (646)
Cash flows from financing activities:
Mortgage principal repayments (17) (158)
Loan costs paid (47) (10)
Distributions (1,955) --
Net cash used in financing activities (2,019) (168)
Net (decrease) increase in cash and cash equivalents (1,307) 555
Cash and cash equivalents at beginning of period 5,471 2,277
Cash and cash equivalents at end of period $ 4,164 $ 2,832
Supplemental information:
Interest paid $ 766 $ 715
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 of National
Property Investors 7 (the "Partnership") 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" or "NPI Equity"), all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six month periods ended June 30,
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.
NPI Equity is the general partner of the Partnership. NPI Equity is a wholly-
owned subsidiary of National Property Investors, Inc. ("NPI").
On January 19, 1996, the stockholders of NPI sold to IFGP Corporation, a
Delaware corporation, an affiliate of Insignia Financial Group, Inc.
("Insignia"), a Delaware corporation, all of the issued and outstanding common
stock of NPI.
Upon the closing, the officers and directors of NPI and the Managing General
Partner resigned and IFGP Corporation caused new officers and directors of each
of those entities to be elected.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in the six month periods ended June 30, 1997 and 1996 (in
thousands):
For the Six Months Ended
June 30,
1997 1996
Property management fees (included in operating
expenses) $182 $180
Reimbursement for services of affiliates
(included in general and administrative
expenses and operating expenses) 88 115
Since January 19, 1996, the Partnership insured its properties 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.
NOTE C - MORTGAGE NOTES PAYABLE
On July 12, 1996, the Partnership refinanced the mortgage encumbering Northwoods
Apartments. The refinancing replaced indebtedness on Northwoods in the amount
of approximately $1,926,000. The debt refinanced carried a stated interest rate
of 9.4% and had a maturity date of May 1, 1996. An extension to July 1, 1996,
had been granted. The new mortgage indebtedness of $5,000,000 carried an
interest rate of 2.5% plus the LIBOR rate, and the maturity date had been
extended to November 15, 1996.
On November 13, 1996, the Partnership refinanced the mortgage encumbering
Northwoods Apartments. The refinancing replaced indebtedness on Northwoods in
the amount of $5,000,000. The refinancing replaced the existing indebtedness
which carried an interest rate of 2.5% plus the LIBOR rate and had a maturity
date of November 15, 1996. The new mortgage indebtedness of $5,000,000 carries a
stated interest rate of 7.33%. The loan requires interest-only payments with the
principal balance maturing on November 1, 2003.
On November 13, 1996, the Partnership refinanced the mortgage encumbering
Patchen Place Apartments. The refinancing replaced indebtedness on Patchen
Place in the amount of approximately $2,802,000. The refinancing replaced the
existing indebtedness which carried an interest rate of 7% and had a maturity
date of November 2013. The new mortgage indebtedness of $3,000,000 carries a
stated interest rate of 7.33%. The loan requires interest-only payments with
the principal balance maturing on November 1, 2003.
On November 13, 1996, the Partnership refinanced the mortgage encumbering South
Point Apartments. The refinancing replaced indebtedness on South Point in the
amount of approximately $4,165,000. The refinancing replaced the existing
indebtedness which carried an interest rate of 7.5% and had a maturity date of
September 2021. The new mortgage indebtedness of $4,600,000 carries a stated
interest rate of 7.33%. The loan requires interest-only payments with the
principal balance maturing on November 1, 2003.
On November 13, 1996, the Partnership refinanced the mortgage encumbering
Fairway View II Apartments. The refinancing replaced indebtedness on Fairway
View II in the amount of approximately $5,661,000. The refinancing replaced the
existing indebtedness which carried an interest rate of 7.5% and had a maturity
date of July 2020. The new mortgage indebtedness of $4,200,000 carries a stated
interest rate of 7.33%. The loan requires interest-only payments with the
principal balance maturing on November 1, 2003.
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 each
of the six month periods ended June 30, 1997 and 1996:
Average
Occupancy
1997 1996
Fairway View II Apartments
Baton Rouge, Louisiana 93% 95%
Northwoods Apartments
Pensacola, Florida 93% 96%
Patchen Place Apartments
Lexington, Kentucky 87% 93%
The Pines Apartments
Roanoke, Virginia 96% 98%
South Point Apartments
Durham, North Carolina 92% 94%
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 1996. With
these improvements, the Managing General Partner anticipates an increase in
traffic and occupancy.
The Partnership's net income for the three and six month periods ended June 30,
1997, was approximately $65,000 and $185,000, respectively, compared to net
income of approximately $71,000 and $98,000, respectively, for the same periods
of 1996. The increase in net income for the six months ended June 30, 1997 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 for the period ended
June 30, 1997, is approximately $51,000 of major repairs and maintenance
comprised of parking lot repairs, swimming pool repairs, and major landscaping.
For the six months ended June 30, 1996, maintenance expense included
approximately $166,000 of major repairs and maintenance comprised of expenses
related to the repair of Fairway View II fire damage in 1995, gutter repairs and
major landscaping. The decrease in general and administrative expense is due to
a decrease in expense reimbursements to affiliates 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), filing of the first two quarterly reports
and transition of asset management responsibilities to the new administration.
The increase in interest income is due to increases in interest-bearing
reserves. The decrease in net income for the three months ended June 30, 1997
is primarily attributable to an increase in interest expense due to the
refinancing of the mortgages encumbering Fairway View II, Northwoods, Patchen
Place, and South Point in 1996 as discussed in Note C to the Consolidated
Financial Statements.
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 June 30, 1997, the Partnership had cash and cash equivalents of approximately
$4,164,000 compared to approximately $2,832,000 at June 30, 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 timing of tax and insurance
payments. 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 $20,301,000 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 $1,960,000 to the partners. Approximately $1,935,000 ($31.97 per
limited partnership unit) was distributed to the limited partners, approximately
$20,000 was distributed to the general partners and the remaining approximately
$5,000 will be used to pay state withholding taxes on behalf of the limited
partners when the year end tax returns are filed. 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. The Managing General
Partner anticipates making a distribution in the third quarter of 1997. 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 June 30, 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: July 24, 1997