FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities And Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] 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)
(864) 239-1000
(Issuer's telephone number)
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
BALANCE SHEET
(Unaudited)
June 30, 1998
(in thousands, except unit data)
Assets
Cash and cash equivalents $ 2,470
Receivables and deposits 510
Restricted escrows 490
Other assets 559
Investment properties:
Land $ 3,738
Buildings and related property 41,874
45,612
Less accumulated depreciation (24,926) 20,686
$ 24,715
Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable $ 106
Tenant security deposit liabilities 127
Accrued property taxes 141
Other liabilities 275
Mortgage notes payable 20,265
Partners' Capital (Deficit):
General partner's $ (264)
Limited partners' (60,517 units issued
and outstanding) 4,065 3,801
$ 24,715
See Accompanying Notes to Financial Statements
b)
NATIONAL PROPERTY INVESTORS 7
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Rental income $ 1,662 $ 1,694 $ 3,377 $ 3,430
Other income 108 118 185 218
Total revenues 1,770 1,812 3,562 3,648
Expenses:
Operating 735 733 1,524 1,458
General and administrative 60 81 212 136
Depreciation 426 422 847 840
Interest 410 411 820 821
Property taxes 99 100 195 208
Total expenses 1,730 1,747 3,598 3,463
Net income (loss) $ 40 $ 65 $ (36) $ 185
Net income (loss) allocated
to general partner (1%) $ -- $ 1 $ -- $ 2
Net income (loss) allocated
to limited partners (99%) 40 64 (36) 183
Net income (loss) $ 40 $ 65 $ (36) $ 185
Net income (loss) per
limited partnership unit $ .66 $ 1.06 $ (.59) $ 3.02
Distributions per limited
partnership unit $ -- $ -- $ 14.90 $ --
See Accompanying Notes to Financial Statements
c)
NATIONAL PROPERTY INVESTORS 7
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner's Partners' Total
Original capital contributions 60,517 $ 1 $30,259 $30,260
Partners' (deficit) capital
at December 31, 1997 60,517 $ (255) $ 5,003 $ 4,748
Distributions to partners -- (9) (902) (911)
Net loss for the six
months ended June 30, 1998 -- -- (36) (36)
Partners' (deficit) capital
at June 30, 1998 60,517 $ (264) $ 4,065 $ 3,801
See Accompanying Notes to Financial Statements
d)
NATIONAL PROPERTY INVESTORS 7
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended
June 30,
1998 1997
Cash flows from operating activities:
Net (loss) income $ (36) $ 185
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 847 840
Amortization of loan costs 55 56
Change in accounts:
Receivables and deposits (88) (170)
Other assets 38 38
Accounts payable 18 (103)
Tenant security deposit liabilities (1) (16)
Accrued property taxes 85 145
Other liabilities 6 11
Net cash provided by operating activities 924 986
Cash flows from investing activities:
Property improvements and replacements (186) (201)
Net withdrawals from (deposits to) restricted escrows 162 (97)
Net cash used in investing activities (24) (298)
Cash flows from financing activities:
Payments on mortgage notes payable (19) (17)
Loan costs paid -- (47)
Distributions to partners (911) (1,955)
Net cash used in financing activities (930) (2,019)
Net decrease in cash and cash equivalents (30) (1,331)
Cash and cash equivalents at beginning of period 2,500 5,471
Cash and cash equivalents at end of period $ 2,470 $ 4,140
Supplemental disclosure of cash flow information:
Cash paid for interest $ 765 $ 766
See Accompanying Notes to Financial Statements
e)
NATIONAL PROPERTY INVESTORS 7
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited 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 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, 1998, are not necessarily indicative
of the results that may be expected for the fiscal year ending December 31,
1998. For further information, refer to the financial statements and footnotes
thereto included in the Partnership's annual report on Form 10-KSB for the year
ended December 31, 1997.
Certain reclassifications have been made to the 1997 information to conform to
the 1998 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 Managing General Partner is wholly-owned by Insignia
Properties Trust ("IPT"), which is an affiliate of Insignia Financial Group,
Inc. (Insignia"). The partnership agreement provides for payments to affiliates
for services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
The following transactions with affiliates of Insignia were incurred in the six
month periods ended June 30, 1998 and 1997 (in thousands):
1998 1997
Property management fees (included in operating
expenses) $180 $182
Reimbursement for services of affiliates
(included in general and administrative
and operating expenses) 91 88
Additionally, approximately $7,000 and $3,000 was paid to affiliates of Insignia
for construction oversight costs during the six months ended June 30, 1998 and
1997, respectively. Construction oversight costs are included in operating
expenses and investment properties.
In addition to the items noted above, for services relating to the
administration of the Partnership and operation of Partnership properties, NPI
Equity is entitled to receive payment for non-accountable expenses up to a
maximum of $150,000 per year, based upon the number of Partnership units sold,
subject to certain limitations. NPI Equity was entitled to a reimbursement,
which is included in general and administrative expense, of approximately
$81,000 during the six months ended June 30, 1998, and was not entitled to
receive a reimbursement during the six months ended June 30, 1997.
For the period from January 1, 1997, through August 31, 1997, the Partnership
insured its properties under a master policy through an agency affiliated with
the Managing General Partner, but with an 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 master policy. The
agent assumed the financial obligations to the affiliate of the Managing General
Partner which 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.
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in IPT,
with Apartment Investment and Management Company ("AIMCO"), a publicly traded
real estate investment trust. The closing, which is anticipated to happen in
September or October of 1998, is subject to customary conditions, including
government approvals and the approval of Insignia's shareholders. If the
closing occurs, AIMCO will then control the Managing General Partner of the
Partnership.
NOTE C - DISTRIBUTIONS TO PARTNERS
A distribution totaling approximately $911,000 was declared and paid from
operating funds during the six months ended June 30, 1998. Approximately
$902,000 was distributed to the limited partners and approximately $9,000 was
paid to the Managing General Partner. During January 1997, a distribution of
approximately $1,955,000 was paid to the partners. Approximately $20,000 was
paid to the Managing General Partner and approximately $1,935,000 was paid to
the limited partners. This distribution was declared in December 1996 and it
primarily represented proceeds from property refinancings.
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, 1998 and 1997:
Average
Occupancy
1998 1997
Fairway View II Apartments
Baton Rouge, Louisiana 95% 93%
Northwoods Apartments
Pensacola, Florida 94% 93%
Patchen Place Apartments
Lexington, Kentucky 83% 87%
The Pines Apartments
Roanoke, Virginia 93% 96%
South Point Apartments
Durham, North Carolina 89% 92%
The Managing General Partner attributes the decrease in occupancy at Patchen
Place Apartments, The Pines Apartments, and South Point Apartments to soft
markets caused by increased competition as a result of newly constructed units
and lower interest rates enticing first time homebuyers.
The Partnership's net loss for the six month period ended June 30, 1998, was
approximately $36,000 compared to net income of approximately $185,000 for the
six month period ended June 30, 1997. The Partnership's net income for the three
month period ended June 30, 1998, was approximately $40,000 compared to net
income of approximately $65,000 for the three month period ended June 30, 1997.
The decrease in net income for the six months ended June 30, 1998, is primarily
due to a decrease in rental and other income and increases in general and
administrative and operating expenses. Rental income decreased as a result of
decreased occupancy as discussed above, which was partially offset by increased
rental income at Northwoods Apartments and Fairway View II Apartments due to
increased occupancy at both properties. Other income decreased due to a
decrease in interest income which resulted from lower cash balances being held
by the Partnership during the six months ended June 30, 1998, compared to the
corresponding period of 1997. The decrease in cash balances was a result of
distributions made during 1997 and 1998. General and administrative expenses
increased primarily due to an $81,000 non-accountable reimbursement paid to the
Managing General Partner in connection with the distribution made during the
first quarter of 1998 (see "Note B - Transactions with Affiliated Parties").
Operating expenses increased primarily as a result of increased maintenance
expenses. Included in operating expense for the six month period ended June 30,
1998, is approximately $83,000 of major repairs and maintenance comprised
primarily of exterior building repairs in connection with the continuation of
the exterior renovation project which was started during 1997 at Patchen Place
Apartments. For the six month period ended June 30, 1997, operating expense
included approximately $51,000 of major repairs and maintenance comprised
primarily of parking lot repairs, landscaping, and swimming pool repairs, most
of which was incurred at Fairway View Apartments.
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, 1998, the Partnership had cash and cash equivalents of approximately
$2,470,000 compared to approximately $4,140,000 at June 30, 1997. The net
decrease in cash and cash equivalents for the six months ended June 30, 1998,
was approximately $30,000 compared to a net decrease of approximately $1,331,000
for the six months ended June 30, 1997. Net cash provided by operating
activities decreased primarily as a result of the decrease in net income, as
discussed above, and an increase in cash used for accrued property taxes related
to the timing of payments. The decreases were partially offset by a decrease in
cash used for accounts payable due to the timing of payments to vendors. Net
cash used in investing activities decreased due to an increase in net
withdrawals from restricted escrows and a decrease in property improvements and
replacements. Net cash used in financing activities decreased primarily as a
result of a reduction of distributions paid to partners. The Partnership made a
distribution in January 1997, that was accrued at December 31, 1996. A
distribution was also declared and paid in January 1998.
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 $20,265,000 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. In January 1997, the
Partnership distributed approximately $1,955,000 to the partners. This
distribution was accrued at December 31, 1996. Approximately $1,935,000 ($31.97
per limited partnership unit) was distributed to the limited partners,
approximately $20,000 was distributed to the general partner. Approximately
$1,561,000 of the distribution originated from refinancing proceeds of Fairway
View II, Patchen Place, Northwoods I & II, and South Point. The remaining
amount originated from operations. In January 1998, the Partnership distributed
approximately $911,000 to the partners. The limited partners received
approximately $902,000 ($14.90 per limited partnership unit) and the general
partner received approximately $9,000. The Managing General Partner is planning
to make another distribution in September 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this quarterly report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. in Superior Court of the State of California for
the County of San Mateo. The Plaintiffs named as defendants, among others, the
Partnership, the Managing General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and its affiliates of
interests in certain general partner entities, past tender offers by Insignia
affiliates to acquire limited partnership units, the management of partnerships
by Insignia affiliates as well as a recently announced agreement between
Insignia and AIMCO. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. The Managing General
believes the action to be without merit, and intends to vigorously defend it. On
June 24, 1998, the Managing General Partner filed a motion seeking dismissal of
the action.
The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature. The Managing General Partner believes all such
pending or outstanding litigation will be resolved without a material adverse
effect upon the business, financial condition, or operations of the Partnership.
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, 1998.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL PROPERTY INVESTORS 7
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
By: /s/Ronald Uretta
Ronald Uretta
Vice President and Treasurer
Date: August 3, 1998