10-Q 1 r720160930-10q.htm 10-Q Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2016
¨
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 0-53962

r7aa02a01a01a01a04.jpg
Resource Real Estate Investors 7, L.P.
(Exact name of registrant as specified in its charter)
Delaware
 
26-2726308
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA  19112
(Address of principal executive offices) (Zip code)
(215) 231-7050
(Registrant's telephone number, including area code)
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 (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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ



RESOURCE REAL ESTATE INVESTORS 7, L.P.
INDEX TO ANNUAL REPORT
ON FORM 10-Q

 
 
PAGE
PART I
FINANCIAL INFORMATION
 
 
 
 
ITEM 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II
OTHER INFORMATION
 
 
 
 
ITEM 6.
 
 
 







 






PART I. FINANCIAL INFORMATION
 
 

ITEM 1.                FINANCIAL STATEMENTS


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)

 
September 30,
2016
 
December 31,
2015
 
(unaudited)
 
 
ASSETS
 
 
 
Rental properties, at cost:
 
 
 
Land
$
—

 
$
4,201

Buildings and improvements
—

 
31,920

Personal property
—

 
1,551

Identifiable intangible assets
—

 
1,497

Assets held for sale
6,417

 
—

 
6,417

 
39,169

Accumulated depreciation and amortization
—

 
(9,634
)
Total rental properties, net
6,417

 
29,535

 
 
 
 
Cash
31,304

 
6,702

Restricted cash
608

 
1,600

Accounts receivable, net
99

 
70

Accounts receivable due from related parties
182

 
171

Prepaid expenses and other assets
42

 
71

Total assets
$
38,652

 
$
38,149

 
 
 
 
LIABILITIES AND PARTNERS’ CAPITAL
 

 
 

Liabilities:
 

 
 

Mortgage notes payable, net
$
5,840

 
$
25,630

Accounts payable and accrued expenses
262

 
574

Real estate tax payable
292

 
1,132

Accrued interest
29

 
116

Payables to related parties
222

 
138

Prepaid rent
24

 
114

Security deposits
33

 
170

Total liabilities
6,702

 
27,874

Partners’ capital
31,950

 
10,275

Total liabilities and partners’ capital
$
38,652

 
$
38,149






The accompanying notes are an integral part of these consolidated financial statements.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
(unaudited)

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2016
 
2015
 
2016
 
2015
Revenues:
 
 
 
 
 
 
 
 
     Rental income
 
$
1,951

 
$
2,540

 
$
6,052

 
$
7,995

 
 
 
 
 
 
 
 
 
Expenses:
 
 

 
 

 
 

 
 
     Rental operating
 
1,216

 
1,364

 
3,552

 
4,053

     Management fees – related parties
 
141

 
184

 
434

 
595

     General and administrative
 
119

 
100

 
408

 
438

     Depreciation and amortization
 
102

 
499

 
855

 
1,495

         Total expenses
 
1,578

 
2,147

 
5,249

 
6,581

 
 
 
 
 
 
 
 
 
Income before other income (expense)
 
373

 
393

 
803

 
1,414

 
 
 
 
 
 
 
 
 
Other income (expense):
 
 

 
 

 
 
 
 
     Interest expense, net
 
(439
)
 
(433
)
 
(1,155
)
 
(1,546
)
     Loss on extinguishment of debt
 
(1,781
)
 
—

 
(1,781
)
 
—

     Gain on sale of rental properties
 
24,499

 
—

 
24,509

 
9,603

     Loss on disposal of fixed assets
 
—

 
(7
)
 
(2
)
 
(7
)
        Total other income (expenses)
 
$
22,279

 
$
(440
)
 
$
21,571

 
$
8,050

 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
22,652

 
$
(47
)
 
$
22,374

 
$
9,464

 
 
 
 
 
 
 
 
 
Weighted average number of limited partner units outstanding
 
3,270

 
3,270

 
3,270

 
3,270

 
 
 
 
 
 
 
 
 
Net income (loss) per weighted average limited partner unit, basic and diluted
 
$
6.93

 
$
(0.01
)
 
$
6.84

 
$
2.89

















The accompanying notes are an integral part of these consolidated financial statements.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016
(in thousands, except units)
(unaudited)

 
General
 
Limited Partners
 
 
 
Partner
 
Units
 
Amount
 
Total
Balance at January 1, 2016
$
1

 
3,269,655

 
$
10,274

 
$
10,275

Distributions
—

 
—

 
(699
)
 
(699
)
Net income
—

 
—

 
22,374

 
22,374

Balance at September 30, 2016
$
1

 
3,269,655

 
$
31,949

 
$
31,950











































The accompanying notes are an integral part of this consolidated financial statement.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Nine Months Ended
 
September 30,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
22,374

 
9,464

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Gain on sale of rental properties
(24,509
)
 
(9,603
)
Loss on extinguishment of debt
1,781

 
—

Depreciation and amortization
856

 
1,495

Amortization of deferred financing costs
63

 
103

Loss on disposal of fixed assets
2

 
7

Changes in operating assets and liabilities:
 

 
 

Restricted cash
188

 
390

Tenant receivables, net
54

 
6

Prepaid expense and other assets
(133
)
 
(46
)
    Accounts receivable due from related parties
(86
)
 
(32
)
Accounts payable and accrued expenses
(262
)
 
160

Real estate tax payable
(271
)
 
(165
)
Accrued interest
(5
)
 
(28
)
Payables to related parties
83

 
(1,682
)
Prepaid rent
(63
)
 
(34
)
Security deposits
(4
)
 
1

Net cash provided by operating activities
68

 
36

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(296
)
 
(485
)
Restricted cash
(112
)
 
197

Proceeds from sale of rental properties, net
27,596

 
11,684

Net cash provided by investing activities
27,188

 
11,396

 
 
 
 
Cash flows from financing activities:
 
 
 
Distributions to limited partners
(699
)
 
(10,102
)
Principal payments on mortgage notes payable
(174
)
 
(413
)
Payment on debt extinguishment
(1,781
)
 
—

Net cash (used in) financing activities
(2,654
)
 
(10,515
)
 
 
 
 
Net increase in cash
24,602

 
917

Cash at beginning of period
6,702

 
4,483

Cash at end of period
$
31,304

 
$
5,400

 
 
 
 
Non-cash Investing and Financing Activities
 
 
 
Settlement of mortgage notes payable with proceeds from sale of rental properties
$
19,679

 
$
12,452


 The accompanying notes are an integral part of these consolidated financial statements.

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)



NOTE 1 - NATURE OF BUSINESS AND OPERATIONS
Resource Real Estate Investors 7, L.P. (“R-7” or the “Partnership”) is a Delaware limited partnership which owns and operates multifamily residential rental properties located in Texas and South Carolina (the “Properties”). The Partnership also may invest in interests in real estate mortgages and other debt instruments that are secured, directly or indirectly, by multifamily residential rental properties, although the Partnership held no such investments as of September 30, 2016 and December 31, 2015.  The Partnership was formed on March 28, 2008 and commenced operations on June 16, 2008.  The General Partner, Resource Capital Partners, Inc. (“RCP”, the “General Partner”, or the “GP”), is in the business of sponsoring and managing real estate investment limited partnerships and tenant in common programs. RCP contributed $1,000 in cash as its minimum capital contribution to the Partnership.  In addition, RCP held a 5.62% limited partnership interest in the Partnership at September 30, 2016 and December 31, 2015. RCP is an indirect wholly owned subsidiary of Resource America, Inc. (“RAI”), a company operating in the real estate, financial fund management and commercial finance sectors.
On May 22, 2016, RAI agreed to be acquired by C-III Capital Partners LLC ("C-III"), a leading commercial real estate services company engaged in a broad range of activities.  The merger closed on September 8, 2016, and as a result, C-III indirectly controls RCP and all of the partnership units of the Partnership currently owned by RCP. 
In accordance with the First Amended and Restated Agreement of Limited Partnership (the “Agreement”), the GP has the right to extend the Partnership term for a maximum of two years in the aggregate following the initial termination date. In February 2016, the GP extended the Partnership term for one year until March 28, 2017. The Partnership has begun the process of dissolution through the strategic disposal of assets. On March 19, 2015, the Partnership sold its interest in Woodland Hills. On December 1, 2015, the Partnership sold its interest in Tamarlane. On September 12, 2016, the Partnership sold its interest in Bent Oaks and Woodhollow. On September 30, 2016, the Partnership sold its interest in Woodland Village. The Partnership expects to to dispose of the remaining property in the fourth quarter of 2016.
The Agreement provides that income is allocated as follows: first, to the Limited Partners (“LPs”) and the GP (collectively, the “Partners”) in proportion to and to the extent of the deficit balances, if any, in their respective capital accounts; second, to the Partners in proportion to the allocations of Distributable Cash (as defined in the Agreement); and third, 100% to the LPs.  All losses are allocated as follows: first, 100% to the LPs until the LPs have been allocated losses equal to the excess, if any, of their aggregate capital account balances over the aggregate Adjusted Capital Contributions (as defined in the Agreement); second, to the Partners in proportion to and to the extent of their respective remaining positive capital account balances, if any; and third, 100% to the LPs.
Distributable cash from operations, payable monthly, as determined by the GP, is first allocated 100% to the LPs until the LPs have received their Preferred Return (as defined in the Agreement); and thereafter, 80% to the LPs and 20% to the GP.
Distributable cash from capital transactions, as determined by the GP, is first allocated 100% to the LPs until the LPs have received their Preferred Return; second, 100% to the LPs until their Adjusted Capital Contributions have been reduced to zero; and thereafter, 80% to the LPs and 20% to the GP.
The consolidated financial statements and the information and tables contained in the notes thereto as of September 30, 2016 are unaudited. The consolidated balance sheet as of December 31, 2015 was derived from the audited consolidated financial statements as of and for the year ended December 31, 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2015. The results of operations for the three and nine months ended September 30, 2016 may not necessarily be indicative of the results of operations for the full year ending December 31, 2016.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:
Principles of Consolidation
The consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries, as follows:

Subsidiaries
 
Number
of Units
 
Location
RRE Tamarlane Holdings, LLC, or Tamarlane Apartments (“Tamarlane”) (1)
 
—
 
—
RRE Bent Oaks Holdings, LLC, or Bent Oaks Apartments (“Bent Oaks”) (2)
 
—
 
—
RRE Cape Cod Holdings,  LLC, or Cape Cod Apartments (“Cape Cod”)
 
212
 
San Antonio, TX
RRE Woodhollow Holdings, LLC, or Woodhollow Apartments (“Woodhollow”) (3)
 
—
 
—
RRE Woodland Hills Holdings, LLC (“Hills”) (4)
 
—
 
—
RRE Woodland Village Holdings, LLC, or Woodland Village Apartments (“Village”) (5)
 
—
 
—
 
 
212
 
 
 
(1) Tamarlane, a 115 unit multifamily apartment complex in Maine, was sold on December 1, 2015.
(2) Bent Oaks, a 146 unit multifamily apartment complex in Texas, was sold on September 12, 2016.
(3) Woodhollow, a 108 unit multifamily apartment complex in Texas, was sold on September 12, 2016.
(4) Hills, a 228 unit multifamily apartment complex in Georgia, was sold on March 19, 2015.
(5) Village, a 308 unit multifamily apartment complex in South Carolina, was sold on September 30, 2016.
All intercompany transactions and balances have been eliminated in consolidation.
Assets Held for Sale
The Partnership presents the assets and liabilities of any rental properties which qualify as held for sale, separately in the consolidated balance sheets. The Partnership does not consider the sale as probable until the purchase and sale agreement has been signed by both parties. Real estate assets held for sale are measured at the lower of carrying amount or fair value less cost to sell. Both the real estate and the corresponding liabilities are presented separately in the Consolidated Balance Sheets. Subsequent to classification of an asset as held for sale, no further depreciation is recorded. The Partnership had one rental property included in assets held for sale as of September 30, 2016.
Geographic Concentration
As of September 30, 2016, the Partnership's net investments in real estate in San Antonio, Texas represented 100% of the Partnership’s total rental properties, net. As a result, the geographic concentration of the Partnership’s portfolio makes it particularly susceptible to adverse economic developments in San Antonio, Texas real estate markets. Any adverse economic or real estate developments in these markets could adversely affect the Partnership’s operating results.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  The Partnership estimates the allowance for uncollectible receivables and loan losses and adjusts the balance quarterly.  The Partnership also estimates the liability for real estate taxes on the properties and adjusts the balance quarterly if necessary. Actual results could differ from those estimates.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


Supplemental Disclosure of Cash Flow Information
During the nine months ended September 30, 2016 and 2015, the Partnership paid $1.1 million and $1.5 million, respectively, in cash for interest.
Advertising
The Partnership expenses advertising costs as they are incurred.  Advertising costs, which are included in rental operating expenses, totaled $45,000 and $93,000 for the three and nine months ended September 30, 2016 and $36,000 and $96,000 for the three and nine months ended September 30, 2015, respectively.
Deferred Financing Costs
Costs incurred to obtain financing have been capitalized and are being amortized over the term of the related debt using the effective yield method. In accordance with adoption of Financial Accounting Standard Board ("FASB") Accounting Standards Update ("ASU") 2015-03 "Simplifying the Presentation of Debt Issuance Costs", the Partnership has recorded deferred financing costs as a direct reduction of the related mortgage notes payable.
Sale of Rental Property
The Partnership recognized the gains on sales of rental properties separately in the Consolidated Statement of Operations. Sales of rental properties completed by the Partnership do not represent a significant strategic shift in operations and , accordingly, the Partnership does not present discontinued operations. For information regarding the sales of the rental properties, see Note 7 .
Income Taxes
Income taxes or credits resulting from earnings or losses are payable by, or accrue to the benefit of, the partners; accordingly, no provision has been made for income taxes in these consolidated financial statements.
The Partnership evaluates the benefits of tax positions taken or expected to be taken in its tax returns under a two-step recognition and measurement process.  Only the largest amount of benefits from the tax positions that will more likely than not be sustainable upon examination are recognized by the Partnership.  The Partnership does not have any unrecognized tax benefits, nor interest and penalties, recorded in the Consolidated Balance Sheets or Consolidated Statements of Operations and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months.
The Partnership is subject to examination by the U.S. Internal Revenue Service and by the taxing authorities in those states in which the Partnership has significant business operations.  The Partnership is not currently undergoing any examinations by taxing authorities.  The Partnership may be subject to U.S. federal income tax and state/local income tax examinations for years 2013 through 2015.
Revenue Recognition
Revenue is primarily derived from the rental of residential housing units with lease agreement terms of generally one year or less.  The Partnership recognizes revenue in the period that rent is earned, which is on a monthly basis.  The Partnership recognizes rent as income on a straight-line basis over the term of the related lease.  Additionally, any incentives included in the lease are amortized on a straight-line basis over the term of the related lease.
Included within rental income are other income amounts such as utility reimbursements, late fees, parking fees, pet fees and lease application fees which are recognized when earned or received. For the three and nine months ended September 30, 2016 other income totaled $235,000 and $691,000, respectively. For the three and nine months ended September 30, 2015 other income totaled $229,000 and $636,000, respectively.





RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


Long-Lived Assets
The Partnership reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  If it is determined that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, an impairment charge will be recorded to reduce the carrying amount for that asset to its estimated fair value. The Partnership has estimated that the future cash flows from its properties will be sufficient to recover their
carrying amounts and, as a result, the Partnership did not recognize any impairment losses with respect to its Properties for the
nine months ended September 30, 2016 and 2015.
Rental Properties
Rental properties are carried at cost, net of accumulated depreciation.  Buildings and improvements and personal property are depreciated for financial reporting purposes on the straight-line method over their estimated useful lives.  The value of in-place leases is amortized over the average remaining term of the respective leases on a straight-line basis.  Useful lives used for calculating depreciation for financial reporting purposes are as follows:
 
Buildings and improvements
5 - 27.5 years
 
 
Personal property
3 - 15 years
 
Tenant Receivables
Tenant receivables are stated at amounts due from tenants net of an allowance for uncollectible receivables.  Payment terms vary and receivables outstanding longer than the payment terms are considered past due.  The Partnership determines its allowance by considering a number of factors, including the length of time receivables are past due, security deposits held, the Partnership’s previous loss history, the tenants’ current ability to pay their obligations to the Partnership, the general condition of the economy and the condition of the industry as a whole.  The Partnership writes off receivables when they become uncollectible.  At September 30, 2016 and December 31, 2015, there were no allowances for uncollectible receivables.
Redemptions
The LPs may request redemption of their units at any time.  The Partnership has no obligation to redeem any units and will do so only at the GP’s discretion.  If the Partnership redeems units, the redemption price is generally the amount of the initial investment less all distributions from the Partnership to the LP, and less all organization and offering expenses charged to the LP.

Adoption of New Accounting Standards

In January 2015, FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items" ("ASU No. 2015-01"). The amendments in ASU No. 2015-01 eliminate from GAAP the concept of extraordinary items. Although the amendment will eliminate the requirements for reporting entities to consider whether an underlying event or transaction is extraordinary, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring.  ASU No. 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. On January 1, 2016, the Partnership adopted ASU 2015-01 and the adoption had no impact on the Partnership's consolidated financial statements.

In February 2015, FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" (“ASU 2015-02”), which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest
entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU 2015-02 is effective for the Partnership beginning January 1, 2016. On January 1, 2016, the Partnership adopted ASU 2015-02 and the adoption had no impact on the Partnership's consolidated financial statements.

In April 2015, FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Upon adoption, the Partnership applied the new guidance on a retrospective basis and adjusted the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance. This guidance

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


was effective and was adopted by the Partnership on January 1, 2016 and as result the Partnership has reclassified $261,000 of unamortized debt issuance costs at December 31, 2015 from deferred financing costs to liabilities as reduction of the related mortgage notes payable

In September 2015, FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which eliminates the requirement to retroactively revise comparative financial information for prior periods presented in financial statements due to changes in provisional amounts recorded for acquisitions in subsequent periods. Upon adoption, disclosure of the amounts recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized at the acquisition date are required. ASU 2015-16 was effective and adopted by the Partnership on January 1, 2016 and the adoption had no impact on its consolidated financial statements.

Accounting Standards Issued But Not Yet Effective.

In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” ("ASU No. 2014-09"), which will replace most existing revenue recognition guidance in GAAP.  The core principle of ASU No. 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services.  ASU No. 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU No. 2014-09 will be effective for the Partnership beginning January 1, 2018, including interim periods in 2018, and allows for both retrospective and prospective methods of adoption. The Partnership is in the process of determining the method of adoption and assessing the impact of this guidance on the Partnership’s consolidated financial position, results of operations and cash flows.

In August 2014, FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern" ("ASU No. 2014-15"). Under the new guidance, an entity should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of the new requirements is not expected to have a significant impact on the Partnership's consolidated financial statements.

In February 2016, FASB issued ASU No. 2016-02, "Leases" ("ASU No. 2016-02"). which is intended to improve financial reporting about leasing transactions and requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. ASU No. 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Partnership is continuing to evaluate this guidance; however, it does not expect the adoption of ASU No. 2016-02 to have a significant impact on its consolidated financial statements.

In June 2016, FASB issued ASU No. 2016-13 “Financial Instruments - Credit Losses” ("ASU No. 2016-13") which requires measurement and recognition of expected credit losses for financial assets held. The standard update is effective for the Partnership beginning January 1, 2019. The Partnership is continuing to evaluate this guidance; however, it does not expect the adoption of ASU No. 2016-13 to have a significant impact on its consolidated financial statements.

In August 2016, FASB issued ASU No. 2016-15 "Classification of Certain Cash Receipts and Cash Payments" ("ASU No. 2016-13"), which addresses eight specific cash flow issues with the objective of reducing existing diversity in practice. ASU 2016-13 has been early adopted by the Partnership. As result of adoption, the Partnership has classified cash paid on early extinguishment of debt as cash used in financing activities.

NOTE 3 - RESTRICTED CASH
Restricted cash represents escrow deposits with lenders to be used to pay real estate taxes, insurance, and capital improvements.  A summary of the components of restricted cash follows (in thousands):

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


 
September 30,
2016
 
December 31,
2015
Real estate taxes
$
264

 
$
1,034

Insurance
37

 
180

Capital improvements
307

 
386

Total
$
608

 
$
1,600



RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


NOTE 4 - MORTGAGE NOTES PAYABLE, NET
The following is a summary of mortgage notes payable, net (in thousands):
 
 
September 30, 2016
 
December 31, 2015
     Property
 
Mortgage balance
 
Deferred Finance Costs, Net (1)
 
Carrying Value
 
Mortgage balance
 
Deferred Finance Costs, Net(1)
 
Carrying Value
Bent Oaks
 
$
—

 
$
—

 
$
—

 
$
5,731

 
$
(50
)
 
$
5,681

Cape Cod (3)
 
5,878

 
(38
)
 
5,840

 
5,951

 
(51
)
 
5,900

Woodhollow
 
—

 
—

 
—

 
4,916

 
(43
)
 
4,873

Village
 
—

 
—

 
—

 
9,293

 
(117
)
 
9,176

Total
 
$
5,878

 
$
(38
)
 
$
5,840

 
$
25,891

 
$
(261
)
 
$
25,630

(1) Deferred financing costs include unamortized costs incurred to obtain financing which are being amortized over the term of the related debt.  

Bent Oaks and Woodhollow were sold on September 12, 2016. Woodland Village was sold on September 30, 2016. Proceeds from these sales were used to pay the outstanding borrowings. The Partnership incurred losses of $1.8 million on extinguishment of debt due to prepayment penalties.
The following table includes additional information about the Partnership's mortgage notes payable, net (in thousands):
     Property Collateral
 
Maturity
Date
 
Annual
Interest Rate
 
Monthly
Debt Service
 
Cape Cod (3)
 
01/01/2019
(2) 
5.91%
 
$
38

(1) 

(1)
Monthly payment includes principal and interest. Interest is at a fixed rate.
(2)
The Partnership has an option to extend the maturity date for an additional one year to January 1, 2020. During the extension
period, the interest rate would convert to the Federal Home Loan Mortgage Corporation Bill Index Rate plus 2.5%.
(3) The Property qualifies as held for sale and it is separately presented in the consolidated balance sheet.
Annual contractual principal payments on the mortgage notes payable for the future years ending September 30, are as follows (in thousands):
2017
 
$
104

2018
 
110

2019
 
5,664

 
 
$
5,878

The mortgage notes payable are with recourse only to the Properties securing them subject to certain limited standard exceptions, as defined in the mortgage notes, which the GP has guaranteed with respect to each property.  These exceptions are referred to as “carveouts”.  In general, carveouts relate to damages suffered by the lender for a subsidiary’s failure to pay rents, insurance or condemnation proceeds to the lender, to pay water, sewer and other public assessments or charges, to pay environmental compliance costs or to deliver books and records, in each case as required in the loan documents.  The exceptions also require the GP to guarantee payment of audit costs, lender’s enforcement of its rights under the loan documents and payment of the loan if the subsidiary voluntarily files for bankruptcy or seeks reorganization, or if a related party of the subsidiary does so with respect to the subsidiary.
Deferred financing costs include unamortized costs incurred to obtain financing which are being amortized over the term of the related debt.  Accumulated amortization as of September 30, 2016 and December 31, 2015 was $136,000 and $486,000, respectively.  Estimated amortization of existing deferred financing costs for the next three years ending September 30, is as follows (in thousands):

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


2017
$
17

2018
16

2019
5

 
$
38

NOTE 5 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
     In the ordinary course of its business operations, the Partnership has ongoing relationships with several related entities.
Substantially all of the receivables from related parties represents escrow funds held by RAI for self insurance. The Partnership's properties participate in insurance pools with other properties directly and indirectly managed by RAI for both property insurance and general liability. RAI holds the escrow funds related to the insurance pools on its books. The pool for the property insurance covers losses up to $2.5 million and the pool for the general liability covers losses up to the first $50,000 per incident. Catastrophic insurance would cover property losses in excess of the insurance pool up to $140 million. Therefore, unforeseen or catastrophic losses in excess of the Partnership's insured limits could have a material adverse effect on the Partnership's financial condition and operating results. In the nine months ended September 30, 2016 the Partnership funded $136,523 into the insurance pools.
On May 22, 2016, RAI agreed to be acquired by C-III Capital Partners LLC ("C-III"), a leading commercial real estate services company engaged in a broad range of activities.  The merger closed on September 8, 2016, and as a result, C-III indirectly controls RCP and all of the partnership units of the Partnership currently owned by RCP. 
RCP is entitled to receive an annual investment management fee, payable monthly, equal to 1% of the gross offering proceeds that have been deployed in real estate investments from the offering of partnership units, net of any amounts otherwise attributable to LP interests owned by RCP.  During the term of the Partnership, RCP must subordinate up to 100% of its annual investment management fee to the receipt by the LPs of their Preferred Return.  As of September 30, 2016 and December 31, 2015, the amount of unpaid subordinated investment management fees totaled $149,000 and $15,000, respectively. During the nine months ended September 30, 2016 and 2015 the Partnership paid investment management fees totaling $0 and $1.9 million, respectively.
A wholly-owned subsidiary of RCP, Resource Real Estate Management, LLC (“RREML”) is entitled to receive property and debt management fees. RREML engaged Resource Real Estate Management, Inc (“RREMI”), an indirect wholly owned subsidiary of RAI, to manage the Partnership’s Properties. As of September 30, 2016 and December 31, 2015, property management fees due totaled $37,000 and $62,000, respectively. Because the Partnership has not acquired any real estate debt investments, there were no debt management fees as of September 30, 2016 and December 31, 2015.
During the ordinary course of business, RCP and RREMI advance funds for ordinary operating expenses on behalf of the Properties. As of September 30, 2016 and December 31, 2015, advances due totaled $35,000 and $61,000, respectively. Total reimbursable operating expenses incurred during the three months ended September 30, 2016 and September 30, 2015 were $468,000 and $577,000, respectively. Total reimbursable operating expenses incurred during the nine months ended September 30, 2016 and September 30, 2015 were $1.3 million and $1.6 million, respectively. Reimbursed expenses include payroll and miscellaneous operating expenses. Reimbursed operating expenses are included in property rental operating expenses in the consolidated statements of operations.
The Partnership pays investment management fees and property management fees to related parties.  These expenses are summarized as follows (in thousands):

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


 
Three Months Ended   September 30,
 
Nine Months Ended   September 30,
 
 
2016
 
2015
 
2016
 
2015
 
RCP:
 
 
 
 
 
 
 
 
    Investment management fees (1)
$
41

 
$
59

 
$
134

 
$
196

 
 
 
 
 
 
 
 
 
 
RREML:
 

 
 

 
 
 
 
 
    Property management fees - 5% of gross cash receipts (2)
$
100

 
125

 
$
300

 
399

 
 
$
141

 
$
184

 
$
434

 
$
595

 

(1) RCP is entitled to receive an annual investment management fee, payable monthly, equal to 1% of the gross proceeds that have been deployed in real estate investments from the offering of partnership units, net of any LP interest owned by RCP. During the term of the Partnership, RCP must subordinate up to 100% of its annual investment management fee to the receipt by the LPs of their Preferred Return.
(2) RREML is entitled to receive monthly property management fees equal to 5% of the gross operating revenues from the Partnership’s 100% owned Properties for managing or obtaining and supervising third party managers.

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In analyzing the fair value of its financial instruments disclosed or accounted for on a fair value basis, the Partnership follows the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The Partnership determines fair value based on quoted prices when available or, if quoted prices are not available, through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the financial instruments.  The fair value of cash, tenant receivables and accounts payable approximate their carrying values due to their short term nature.  The hierarchy followed defines three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. 
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or can be corroborated with observable market data for substantially the entire contractual term of the asset.
Level 3 - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset and are consequently not based on market activity, but rather through particular valuation techniques.
The following methods and assumptions were used to estimate the fair value of the Partnership’s financial instruments:
•
Mortgage notes payable.  Rates currently available to the Partnership for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
The estimated fair value measurements of the mortgage notes payable are classified within level 3 of the fair value hierarchy.

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


The unpaid principle balance and estimated fair values of the Partnership’s financial instruments were as follows (in thousands):
 
September 30, 2016
 
December 31, 2015
 
Mortgage Balance
 
Estimated Fair Value
 
Mortgage Balance
 
Estimated Fair Value
Mortgage notes payable:
 
 
 
 
 
 
 
Bent Oaks
—

 
—

 
5,731

 
6,121

Cape Cod
$
5,878

 
$
6,352

 
$
5,951

 
$
6,343

Woodhollow
—

 
—

 
4,916

 
5,234

Village
—

 
—

 
9,293

 
9,305

Total mortgage notes payable
$
5,878

 
$
6,352

 
$
25,891

 
$
27,003


NOTE 7 - DISPOSITION OF PROPERTIES
The following table presents details of the Partnership's disposition activity during the year ended December 31, 2015 and nine months ended September 30, 2016 (in thousands):
Multifamily Community
 
Location
 
Sale Date
 
Contract Sales Price
 
Gain on Sale
2016 Dispositions:
 
 
 
 
 
 
 
 
Bent Oaks
 
Austin, TX
 
9/12/2016
 
$
15,765

 
$
9,108

Woodhollow
 
Austin, TX
 
9/12/2016
 
12,420

 
6,685

Woodland Village
 
Columbia, SC
 
9/30/2016
 
20,650

 
8,703

 
 
 
 
 
 
$
48,835

 
$
24,496

 
 
 
 
 
 
 
 
 
2015 Dispositions:
 
 
 
 
 
 
 
 
Hills
 
Decatur, Georgia
 
3/19/2015
 
$
25,200

 
$
9,603

 
 
 
 
 
 
$
25,200

 
$
9,603

The table below presents the revenues and net income attributable to properties sold for the three and nine months ended September 30, 2016 and 2015 (in thousands):
 
 
Revenue Attributable to Properties Sold
 
Net Income Attributable to Properties Sold
Multifamily Community
 
Three months ended September 30, 2016
 
Nine months ended September 30, 2016
 
Three months ended September 30, 2016
 
Nine months ended September 30, 2016
2016 Dispositions:
 
 
 
 
 
 
 
 
Bent Oaks
 
$
359

 
$
1,239

 
$
8,389

 
$
8,366

Woodhollow
 
305

 
1,031

 
6,059

 
6,003

Woodland Village
 
769

 
2,248

 
8,254

 
8,250

 
 
$
1,433

 
$
4,518


$
22,702


$
22,619

 
 
 
 
 
 
 
 
 
 
 
Three months ended September 30, 2015
 
Nine months ended September 30, 2015
 
Three months ended September 30, 2015
 
Nine months ended September 30, 2015
2015 Dispositions:
 
 
 
 
 
 
 
 
Hills
 
—

 
$
602

 
—

 
$
9,742

 
 
$
—

 
$
602

 
$
—

 
$
9,742

    



RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2016
(unaudited)


NOTE 8 - SUBSEQUENT EVENTS

On October 7, 2016, the Partnership signed a contract to sell Cape Cod Apartments for $15.7 million. The Partnership expects to record gain on the sale during the three months ended December 31, 2016.

On October 14, 2016, the Partnership distributed $28.5 million due to property sales. On October 17, 2016, the Partnership distributed $789,000 to the General Partner for a promote fee.

The Partnership has evaluated subsequent events through the date these consolidated financial statements were issued and determined that no events, other than those disclosed above, have occurred which would require an adjustment to the consolidated financial statements.



ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unaudited)
This report contains certain forward-looking statements.  Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.  Such statements are subject to the risks and uncertainties inherent in partnerships that invest in real estate and real estate assets, including those referred to in our filings under the Securities Exchange Act of 1934.  These risks and uncertainties could cause actual results to differ materially.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances after the date of this report, except as may be required under applicable law.

Overview
We are a Delaware limited partnership that was formed on March 28, 2008 and commenced operations on June 16, 2008.  Through wholly owned subsidiaries, we own in fee, operate and invest in multifamily residential rental property located in San Antonio, Texas, which we refer to as our Property.   
We have begun the process of dissolution through the strategic disposal of assets. As of September 30, 2016, we own one multifamily residential rental property through our 100% owned subsidiary. On March 19, 2015, the Partnership sold its interest in Woodland Hills. On December 1, 2015, the Partnership sold its interest in Tamarlane. On September 12, 2016, the Partnership sold its interest in Bent Oaks and Woodhollow. On September 30, 2016, the Partnership sold its interest in Woodland Village. We expect to dispose the remaining asset in the fourth quarter 2016.
The following table presents our multifamily residential rental properties:
Subsidiary / Property
 
Purchase
Date
 
Leverage
Ratio (1)
 
Number
of Units
 
Property
Location
RRE Tamarlane Holdings, LLC, or Tamarlane (2)
 
07/31/2008
 
—
 
—
 
—
RRE Bent Oaks Holdings, LLC, or Bent Oaks (3)
 
12/10/2008
 
—
 
—
 
—
RRE Cape Cod Holdings, LLC, or Cape Cod
 
12/10/2008
 
57%
 
212
 
San Antonio, TX
RRE Woodhollow Holdings, LLC, or Woodhollow (4)
 
12/12/2008
 
—
 
—
 
—
RRE Woodland Hills Holdings, LLC, or Hills (5)
 
12/19/2008
 
—
 
—
 
—
RRE Woodland Village Holdings, LLC, or Village (6)
 
03/07/2012
 
—
 
—
 
—
 
 
 
 
 
 
212
 
 
 
(1) Original face value of mortgage divided by total property capitalization, including reserves, escrows, fees and closing costs.
(2) Tamarlane, a 115 unit multifamily apartment complex in Maine, was sold on December 1, 2015.
(3) Bent Oaks, a 146 unit multifamily apartment complex in Texas, was sold on September 12, 2016.
(4) Woodhollow, a 108 unit multifamily apartment complex in Texas, was sold on September 12, 2016.
(5) Hills, a 228 unit multifamily apartment complex in Georgia, was sold on March 19, 2015.
(6) Woodland Village, a 308 unit multifamily apartment complex in South Carolina, was sold on September 30, 2016.





The following table sets forth operating statistics about our multifamily residential rental properties. This table does not include information with respect to two properties, Woodland Hills and Tamarlane, which were sold during fiscal year 2015:

 
 
Average
Occupancy Rate (1)
 
Average Effective Rent
per Square Foot (2)
 
Ratio of Operating
Expense to Revenue (3)
 
 
Three Months Ended   September 30,
 
Three Months Ended   September 30,
 
Three Months Ended   September 30,
Property
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Bent Oaks
 
92.8
%
 
94.0
%
 
$
1.01

 
$
1.26

 
76
%
 
66
%
Cape Cod
 
93.9
%
 
95.0
%
 
$
1.05

 
$
1.02

 
62
%
 
72
%
Woodhollow
 
94.1
%
 
94.6
%
 
$
0.90

 
$
1.10

 
74
%
 
68
%
Village
 
93.5
%
 
94.6
%
 
$
0.59

 
$
0.55

 
56
%
 
65
%

 
 
Average
Occupancy Rate (1)
 
Average Effective Rent
per Square Foot (2)
 
Ratio of Operating
Expense to Revenue (3)
 
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2016
 
Nine Months Ended September 30, 2016
Property
 
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Bent Oaks
 
92.5
%
 
92.3
%
 
$
1.17

 
$
1.22

 
65
%
 
59
%
Cape Cod
 
94.2
%
 
94.0
%
 
$
1.05

 
$
0.99

 
62
%
 
61
%
Woodhollow
 
93.9
%
 
94.0
%
 
$
1.04

 
$
1.07

 
64
%
 
63
%
Village
 
93.6
%
 
94.6
%
 
$
0.57

 
$
0.55

 
59
%
 
61
%
 
(1)
Number of occupied units divided by total units adjusted for any unrentable units; average calculated on a weekly basis.
(2)
Average rental revenue divided by total rentable square footage.  We calculate average rental revenue by dividing gross rental revenue by the number of months in the period.
(3)
Rental operating expenses, excluding certain one-time expenses funded from reserves for capital expenditures, and general and administrative expenses, excluding asset management fees and transaction expenses, as a percentage of rental income, excluding any adjustment for concessions.
Results of Operations
We generate our income from the net revenues we receive from our Properties. In addition to the rental revenues we also generate funds from the sales or refinancing of our Properties as seen with the sale of the Hills in the first quarter of 2015, the sale of Tamarlane in the fourth quarter of 2015 and the sale of Bent Oaks, Woodhollow and Woodland Village in September of 2016. Should economic conditions in the areas in which our remaining property is located deteriorate, we could experience lower occupancy, lower rental revenues and higher operating costs, all of which could harm our operations and financial condition, reduce the value of our Properties and limit our ability to make distributions to our limited partners.
Our operating results and cash flows from our Properties are affected by four principal factors:
•
occupancy and rental rates,
•
property operating expenses,
•
interest rates on the related financing,
•
capital expenditures, and
•
net proceeds from property dispositions.
The amount of rental revenues from our Properties depends upon their occupancy rates and concessions granted.  We seek to maximize our rental revenues through aggressive property-level programs, including, in particular, our Lease Rent Optimizer, or LRO, program which includes rent concessions.  Under our LRO program, we seek to price our rents for apartment units on a daily basis, based upon inventory in the marketplace and competitors’ pricing.  Our Properties experienced an overall decrease in the average occupancy rate during the nine months ended September 30, 2016 of approximately 0.18% with an average occupancy of 93.6% as compared to an average occupancy rate of 93.7% during the same period of 2015. Our Properties average effective


rent per square foot of remained the same during the nine months ended September 30, 2016 compared to the same period in 2015 for the same Properties.
We seek to control operating expenses through our General Partner’s automated purchase order system that compares actual to budgeted expenses and requires management approval of variances, and through the use of third-party service providers to seek best available pricing.
Our existing financing is at fixed rates of interest and, accordingly, our interest cost has remained relatively stable during
the period of our ownership of the Properties. Based upon current economic conditions we expect that our financing costs will
remain relatively stable during fiscal year 2016.

Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
The following table sets forth the results of our operations for the periods indicated (in thousands, except per unit data):
 
 
September 30,
 
Increase (Decrease)
 
 
2016
 
2015
 
Amount
 
Percent
Revenues:
 
 
 
 

 
 
 
 

     Rental income
 
$
1,951

 
2,540

 
(589
)
 
(23
)%
 
 
 
 
 
 
 
 


Expenses:
 
 
 
 

 
 

 


     Rental operating
 
1,216

 
1,364

 
(148
)
 
(11
)%
     Management fees – related parties
 
141

 
184

 
(43
)
 
(23
)%
     General and administrative
 
119

 
100

 
19

 
19
 %
     Depreciation and amortization
 
102

 
499

 
(397
)
 
(80
)%
         Total expenses
 
1,578

 
2,147

 
(569
)
 
(27
)%
 
 
 
 
 
 
 
 
 
Income before other income (expense)
 
373

 
393

 
(20
)
 
(5
)%
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 

 
 

 
 

     Interest expense, net
 
(439
)
 
(433
)
 
(6
)
 
1
 %
     Gain on sale of rental properties
 
24,499

 
—

 
24,499

 
100
 %
     Loss on extinguishment of debt
 
(1,781
)
 
—

 
(1,781
)
 
100
 %
     Loss on disposal of fixed assets
 
—

 
(7
)
 
7

 
(100
)%
        Total other income (expenses)
 
22,279

 
(440
)
 
22,719

 
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
22,652

 
$
(47
)
 
$
22,699

 
48,300
 %
 
 
 
 
 
 
 
 
 
Weighted average number of limited partner units outstanding
 
3,270

 
3,270

 
 

 
 

 
 
 
 
 
 
 
 
 
Net income (loss) per weighted average limited partner unit, basic and diluted
 
$
6.93

 
$
(0.01
)
 
 

 
 

Revenues
We attribute the $589,000 decrease in revenues principally to the sale of the Tamarlane property in the fourth quarter of 2015. During the three months ended September 30, 2015, revenue attributable to Tamarlane was $515,000. Average effective rent per square foot and occupancy rates have varied within our expected range.
Expenses
We attribute the $569,000 decrease in expenses principally to:



•
a $148,000 decrease in rental operating expenses primarily due to:

▪
a $31,000 decrease in rental operating expenses due to the sale of the Tamarlane property in the fourth quarter of 2015,

▪a $25,000 decrease in property and general liability insurance claims across the RAI managed portfolio,
 
▪a $92,000 decrease in real estate taxes primarily attributable to the sale of Tamarlane in the fourth quarter of 2015.

•
a $43,000 decrease in management fees corresponding to the decrease in revenues attributable to the sale of the Tamarlane property in the fourth quarter of 2015 and sale of Bent Oaks, Woodhollow and Woodland Village in September 2016.

•a $397,000 decrease in depreciation and amortization related to the sale of the Tamarlane property in the fourth quarter of 2015 and sale of Bent Oaks, Woodhollow and Woodland Village in September 2016 as depreciation was ceased as the assets were considered held for sale.
Other income (expense)
•
Gains on sale of rental properties included in Other income (expense) increased by $24.5 million for the three months ended September 30, 2016 compared to the three months ended September 30, 2015 as detailed below (in thousands):
Multifamily Community
 
Location
 
Sale Date
 
Contract Sales Price
 
Gain on Sale
2016 Dispositions:
 
 
 
 
 
 
 
 
Bent Oaks
 
Austin, TX
 
9/12/2016
 
$
15,765

 
$
9,108

Woodhollow
 
Austin, TX
 
9/12/2016
 
12,420

 
6,685

Woodland Village
 
Columbia, SC
 
9/30/2016
 
20,650

 
8,703

 
 
 
 
 
 
$
48,835

 
$
24,496

 
 
 
 
 
 
 
 
 
2015 Dispositions:
 
 
 
 
 
 
 
 
Hills
 
Decatur, Georgia
 
3/19/2015
 
$
25,200

 
$
9,603

 
 
 
 
 
 
$
25,200

 
$
9,603

Additionally, the Partnership incurred losses of $1.8 million on extinguishment of debt as a result of prepayments on outstanding borrowings.
















Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
The following table sets forth the results of our operations for the periods indicated (in thousands, except per unit data):
 
 
September 30,
 
Increase (Decrease)
 
 
2016
 
2015
 
Amount
 
Percent
Revenues:
 
 
 
 
 
 
 
 

     Rental income
 
$
6,052

 
$
7,995

 
(1,943
)
 
(24
)%
 
 
 
 
 
 
 
 


Expenses:
 
 

 
 
 
 

 


     Rental operating
 
3,552

 
4,053

 
(501
)
 
(12
)%
     Management fees – related parties
 
434

 
595

 
(161
)
 
(27
)%
     General and administrative
 
408

 
438

 
(30
)
 
(7
)%
     Depreciation and amortization
 
855

 
1,495

 
(640
)
 
(43
)%
         Total expenses
 
5,249

 
6,581

 
(1,332
)
 
(20
)%
 
 
 
 
 
 
 
 
 
Income before other income (expense)
 
803

 
1,414

 
(611
)
 
(43
)%
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 

 
 

 
 

     Interest expense, net
 
(1,155
)
 
(1,546
)
 
391

 
25
 %
     Loss on extinguishment of debt
 
(1,781
)
 
—

 
(1,781
)
 
100
 %
     Gain on sale of rental properties
 
24,509

 
9,603

 
14,906

 
155
 %
     Loss on disposal of fixed assets
 
(2
)
 
(7
)
 
5

 
(71
)%
        Total other income (expenses)
 
$
21,571

 
$
8,050

 
13,521

 
168
 %
 
 
 
 
 
 
 
 
 
Net income
 
$
22,374

 
$
9,464


12,910

 
136
 %
 
 
 
 
 
 
 
 
 
Weighted average number of limited partner units outstanding
 
3,270

 
3,270

 

 
 

 
 
 
 
 
 
 
 
 
Net income per weighted average limited partner unit, basic and diluted
 
$
6.84

 
$
2.89

 
 

 
 

Revenues
We attribute the $1.9 million decrease in revenues principally to the sale of the Hills and Tamarlane properties in the
first and fourth quarters of 2015, respectively as well as sale of Bent Oaks, Woodhollow and Woodland Village in September 2016. During the nine month ended September 30, 2015 revenue attributable the Hills and Tamarlane were $602,000 and $1.5 million, respectively. Average effective rent per square foot and occupancy rates have varied within our expected range.

Expenses
We attribute the $1.3 decrease in expenses principally to:
•
a $501,000 decrease in rental operating expenses primarily due to:
▪
a $33,000 decrease in property and general liability insurance claims across the RAI managed portfolio,

▪
a $320,000 decrease in rental operating expenses due to sale of the Hills and Tamarlane in the first and fourth quarters of 2015, respectively, and sale of Bent Oaks, Woodhollow and Woodland Village in September 2016.



▪
a $149,000 decrease in real estate taxes primarily attributable to the sale of the Properties in 2015 and September 2016.
•
a $161,000 decrease in management fees corresponding to the decrease in revenues attributable to the sales of both the Hills and Tamarlane.
•
a $640,000 decrease in depreciation and amortization related to the sale of the Hills and Tamarlane as well as sale of Bent Oaks, Woodhollow and Woodland Village in September 2016.
Other income (expense)
•
a $391,000 decrease in interest expense primarily is related to the payoff of both the Hills and Tamarlane mortgages upon the sales of the Properties.
•
Gains on sale of rental properties included in Other income (expense) increased by $14.9 million for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015 as detailed below (in thousands):
Multifamily Community
 
Location
 
Sale Date
 
Contract Sales Price
 
Gain on Sale
2016 Dispositions:
 
 
 
 
 
 
 
 
Bent Oaks
 
Austin, TX
 
9/12/2016
 
$
15,765

 
$
9,108

Woodhollow
 
Austin, TX
 
9/12/2016
 
$
12,420

 
$
6,685

Woodland Village
 
Columbia, SC
 
9/30/2016
 
$
20,650

 
$
8,703

 
 
 
 
 
 
$
48.835

 
$
24.496

 
 
 
 
 
 
 
 
 
2015 Dispositions:
 
 
 
 
 
 
 
 
Hills
 
Decatur, Georgia
 
3/19/2015
 
$
25,200

 
$
9,603

 
 
 
 
 
 
$
25,200

 
$
9,603

Additionally, the Partnership incurred losses of $1.8 million on extinguishment of debt as a result of prepayments on outstanding borrowings.

Liquidity and Capital Resources
The following table sets forth our sources and uses of cash (in thousands):
 
 
Nine Months Ended
 
 
September 30,
 
 
2016
 
2015
Net cash provided by operating activities (1)
 
$
68

 
$
36

Net cash provided by investing activities
 
27,188

 
11,396

Net cash (used in) financing activities
 
(2,654
)
 
(10,515
)
Net increase in cash
 
$
24,602

 
$
917

 
(1)
Includes changes in operating assets and liabilities.

Our liquidity needs consist principally of funds used to pay the Properties’ debt service, operating expenses, capital
expenditures and monthly distributions to the limited partners. Our ability to meet our liquidity needs will be subject to our ability to generate cash from both operations and sales, and to control property operating expenses. The ability to generate cash from operations will depend on the occupancy rates, rates charged to tenants compared with competing properties in the area and the ability of tenants to pay rent. Occupancy rates can fluctuate based on changes in local market conditions where the Properties are located such as: excessive building resulting in an oversupply of similar properties, deterioration of surrounding areas, a decrease in market rates or local economic conditions including unemployment rates. The rental rates charged to tenants compared to


competing properties can be impacted by a lack of perceived safety, convenience and attractiveness of a property. We have retained a portion of the proceeds from the sales of the the Properties to ensure adequate operating liquidity for the remaining term of the Partnership, pay off related debt and make distributions to investors. We also have retained a portion of the proceeds from the sales of the Properties to ensure adequate funding for any future capital expenditures which we may determine to be necessary to position the remaining properties for eventual sale.

The following table sets forth the capital expenditures incurred during the nine months ended September 30, 2016, which are discretionary in nature (in thousands):
Subsidiaries
 
Capital
Expenditures
Bent Oaks
 
26

Cape Cod
 
31

Woodhollow
 
23

Village
 
216

Total
 
$
296

We have begun the process of dissolution through the strategic disposal of assets. As of September 30, 2016, we own one multifamily residential rental Property through our 100% owned subsidiary, which is expected to be disposed of in the fourth quarter of 2016.
In connection with the acquisitions of our Properties, we have $5.9 million carrying value of total mortgage financing outstanding. For information regarding mortgage financing with respect to each Property, see Note 4 of the notes to our consolidated financial statements.
Our payables to related parties consist of primarily of investment management fees due to our General Partner, payable monthly, equal to 1% of the gross offering proceeds, net of any limited partnership interest owned by the General Partner.  The General Partner must subordinate up to 100% of its annual investment management fee to the receipt by the limited partners of their Preferred Return. The limited partners partially received their Preferred Return during 2015 due to the sale of the Hills in the amount of $1.9 million. The investment management fee continues to accrue for the remaining rental properties.
The aggregate debt service requirement for our loans on the one remaining asset for the twelve months ending September 30, 2017 is $453,000, including principal payments of $104,000.
Redemption of Units
We are permitted, in our General Partner’s sole discretion, to redeem units upon a unitholder’s request.  However, we have no obligation to redeem units at any time, and we can decline to redeem units for any reason.  Cumulatively through September 30, 2016, a total of 5,000 units have been redeemed at an aggregate price of $46,710, although no units were redeemed in the nine months then ended.
Legal Proceedings
We are a party to various routine legal proceedings arising out of the ordinary course of our business.  Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and cost and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to certain accrued liabilities. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.


For a discussion of our critical accounting policies and estimates, see the discussion in our Annual Report on Form 10-K for the year ended December 31, 2015.
Off-Balance Sheet Arrangements
As of September 30, 2016 and December 31, 2015, we did not have any off-balance sheet arrangements or obligations, including contingent obligations, other than guarantees by the General Partner of certain limited standard expectations to the non-recourse nature of the mortgage notes which are secured by the Properties.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Omitted pursuant to Regulation S-K, Item 305(e).
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our General Partner, including its chief executive officer and its chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision of the chief executive officer and chief financial officer of our General Partner, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




PART II

OTHER INFORMATION

ITEM 6.        EXHIBITS
Exhibit No.
 
Description
3.1
 
Amended and Restated Agreement of Limited Partnership. (1)
3.2
 
Certificate of Limited Partnership. (1)
4.1
 
Forms of letters sent to limited partners confirming their investment. (1)
10.1
 
Agreement of Purchase and Sale - Casco Bay Portfolio (Tamarlane) (incorporated by reference to the Partnership's Annual Report on Form 10-K filed March 29, 2016)
10.2
 
Agreement of Purchase and Sale - The Hills (incorporated by reference to the Partnership's Annual Report on Form 10-K filed March 29, 2016)
10.3
 
Agreement of Purchase and Sale - Bent Oaks
10.4
 
Agreement of Purchase and Sale - Woodhollow
10.5
 
Agreement of Purchase and Sale - Woodland Village
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
101.1
 
Interactive Data Files
(1)
Filed previously as an exhibit to the Partnership’s registration statement on Form 10 for the year ended December 31, 2008 and by this reference incorporated herein.




SIGNATURES

Pursuant to 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.

 
RESOURCE REAL ESTATE INVESTORS 7, L.P.
 
By:  Resource Capital Partners, Inc., its general partner
 
 
November 14, 2016
By:         /s/ Kevin M. Finkel
 
KEVIN M. FINKEL
 
President
 
(Principal Executive Officer)
November 14, 2016
By:        /s/ Steven R. Saltzman
 
STEVEN R. SALTZMAN
 
Vice President – Finance
 
(Principal Financial and Accounting Officer)