-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ll/5rcLUJXBdOsu/3Bxtt5omRT+jF3plt3LyHV7oEHzh/he8eT7HYeg8K5BvbhP/ kQU2DuFJ0C+Wl5rN6273Iw== 0000310303-96-000004.txt : 19961108 0000310303-96-000004.hdr.sgml : 19961108 ACCESSION NUMBER: 0000310303-96-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961107 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANGELES PARTNERS VII CENTRAL INDEX KEY: 0000310303 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 953215214 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08851 FILM NUMBER: 96656002 BUSINESS ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLZ STREET 2: PO BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 BUSINESS PHONE: 8642391513 MAIL ADDRESS: STREET 1: ONE INSIGNIA FINANCIAL PLAZA STREET 2: P.O. BOX 1089 CITY: GREENVILLE STATE: SC ZIP: 29602 10QSB 1 FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 QUARTERLY OR TRANSITIONAL REPORT (As last amended by 34-32231, eff. 6/3/93.) U.S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period.........to......... Commission file number 0-8851 ANGELES PARTNERS VII (Exact name of small business issuer as specified in its charter) California 95-3215214 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 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) ANGELES PARTNERS VII BALANCE SHEET (Unaudited) (in thousands, except unit data) September 30, 1996 Assets Cash and cash equivalents: Unrestricted $ 278 Restricted--tenant security deposits 32 Accounts receivable 7 Escrow for taxes 35 Other assets 4 Investment properties: Land $ 366 Buildings and related personal property 5,228 5,594 Less accumulated depreciation (3,549) 2,045 $2,401 Liabilities and Partners' Deficit Liabilities Accounts payable $ 9 Tenant security deposits 32 Other liabilities 105 Notes payable 2,478 Partners' Capital (Deficit) General partner $ 293 Limited partners (8,669 units issued and outstanding) (516) (223) $2,401 See Accompanying Notes to Financial Statements b) ANGELES PARTNERS VII STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except unit data)
Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues: Rental income $ 277 $ 257 $ 825 $ 745 Other income 14 11 39 41 Total revenues 291 268 864 786 Expenses: Operating 85 77 258 256 General and administrative 23 22 73 73 Maintenance 52 36 125 128 Depreciation 67 62 195 176 Interest 56 59 171 179 Property taxes 10 10 30 31 Total expenses 293 266 852 843 Net (loss) income $ (2) $ 2 $ 12 $ (57) Net (loss) income allocated to general partners (1%) $ -- $ -- $ -- $ (1) Net (loss) income allocated to limited partners (99%) (2) 2 12 (56) Net (loss) income $ (2) $ 2 $ 12 $ (57) Net (loss) income per limited partnership unit $ (.23) $ 0.23 $ 1.38 $(6.53) See Accompanying Notes to Financial Statements
c) ANGELES PARTNERS VII STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited) (in thousands, except unit data)
Limited Partnership General Limited Units Partners Partners Total Original capital contributions 8,674 $ 88 $ 8,674 $ 8,762 Partners' capital (deficit) at December 31, 1995 8,669 $ 293 $ (528) $ (235) Net income for the nine months ended September 30, 1996 -- 12 12 Partners' capital (deficit) at September 30, 1996 8,669 $ 293 $ (516) $ (223) See Accompanying Notes to Financial Statements
d) ANGELES PARTNERS VII STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine Months Ended September 30, 1996 1995 Cash flows from operating activities: Net income (loss) $ 12 $ (57) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation 195 176 Change in accounts: Restricted cash -- (6) Accounts receivable (1) 1 Escrows for taxes 7 (28) Accounts payable (27) 12 Tenant security deposit liabilities -- 4 Accrued taxes -- 31 Other liabilities 54 8 Net cash provided by operating activities 240 141 Cash flows from investing activities: Property improvements and replacements (79) (170) Net cash used in investing activities (79) (170) Cash flows from financing activities: Payments on mortgage notes payable (77) (70) Distributions to partners -- (100) Net cash used in financing activities (77) (170) Net increase (decrease) in cash 84 (199) Cash and cash equivalents at beginning of period 194 454 Cash and cash equivalents at end of period $ 278 $ 255 Supplemental disclosure of cash flow information Cash paid for interest $ 173 $ 179 See Accompanying Notes to Financial Statements e) ANGELES PARTNERS VII NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of Angeles Realty Corporation (The "Managing General partner"), all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1996. For further information, refer to the financial statements and footnotes thereto included in Angeles Partners VII's (the "Partnership") annual report on Form 10- KSB for the fiscal year ended December 31, 1995. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. NOTE 2 - TRANSACTIONS WITH AFFILIATES The Partnership has no employees and is dependent on the 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. Property management fees paid to affiliates of Insignia Financial Group, Inc., during the nine months ended September 30, 1996 and 1995, are included in operating expenses on the consolidated statements of operations and are reflected in the following table. The Corporate General Partner and its affiliates received reimbursements and fees as reflected in the following table: Nine Months Ended September 30, 1996 1995 (in thousands) Property management fees $ 42 $ 39 Reimbursement for services of affiliates 50 44 The Partnership insures its property under a master policy through an agency and insurer unaffiliated with the General Partner. An affiliate of the 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 of the affiliate of the General Partner who receives payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the General Partner by virtue of the agent's obligations is not significant. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment property consists of one apartment complex. The following table sets forth the average occupancy of the property for the nine months ended September 30, 1996 and 1995: Average Occupancy Property 1996 1995 Cedarwood Apartments Gretna, Louisiana 97% 95% The increase in occupancy at Cedarwood Apartments is attributable to property improvements and increased advertising. The Partnership reported net income of approximately $12,000 for the nine months ended September 30, 1996, versus a net loss of approximately $57,000 for the nine months ended September 30, 1995. For the three months ended September 30, 1996, the Partnership reported a net loss of approximately $2,000 as compared to net income of approximately $2,000 for the three months ended September 30, 1995. The increase in net income for the nine months ended September 30, 1996, is attributable to an increase in rental income offset by an increase in depreciation expense. Rental income increased as a result of increased occupancy and increased rental rates. The increase in depreciation expense was due to the completion of property improvements in 1996 and 1995 in an effort to upgrade the interior of the units. The General Partner continues to monitor the rental market environment at its apartment property to assess the feasibility of increasing rents, to maintain or increase the occupancy level and to protect the Partnership from increases in expense. The General Partner expects to be able, at a minimum, to continue protecting the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, rental concessions and rental rate reductions needed to offset softening market conditions could affect the ability to sustain this plan. As of September 30, 1996, the Partnership had unrestricted cash and cash equivalents of $278,000 versus $255,000 at September 30, 1995. Net cash provided by operating activities increased due to the increase in net income, as mentioned above, an increase in other liabilities, and the decrease in escrows for taxes. Other liabilities increased due to the timing of the payment of various operating expenses as well as an increase in prepaid rent at September 30, 1996. This increase was partially offset by a decrease in accounts payable. Net cash used in investing activities decreased as a result of a decrease in property improvements and replacements in 1996 versus 1995. Net cash used in financing activities decreased due to distributions to partners made during the nine months ended September 30, 1995. There were no distributions during the nine months ended September 30, 1996. The Partnership has no material capital programs scheduled to be performed in 1996, 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. 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 property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any short-term needs of the Partnership. The mortgage indebtedness of approximately $2,478,000 is being amortized over 28 years with a maturity date of May 2007 at which time the property will be refinanced or sold. A cash distribution of $100,000 was made during the year ended December 31, 1995. No cash distributions were made during the nine months ended September 30, 1996. Future distributions will depend on the levels of net cash generated from operations, refinancings, property sale 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 filed during the quarter ended September 30, 1996. 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. ANGELES PARTNERS VII By: Angeles Realty Corporation General Partner By: /s/Carroll D. Vinson Carroll D. Vinson President By: /s/Robert D. Long Robert D. Long Vice President/CAO Date: November 7, 1996 EX-27 2
5 This schedule contains summary financial information extracted from Angeles Partners VII 1996 Third Quarter 10-QSB and is qualified in its entirety by reference to such 10-QSB filing. 0000310303 ANGELES PARTNERS VII 1,000 9-MOS DEC-31-1996 SEP-30-1996 278 0 0 0 0 0 5,594 3,549 2,401 0 2,478 0 0 0 (223) 2,401 0 864 0 0 852 0 171 0 0 0 0 0 0 12 1.38 0 Registrant has an unclassified balance sheet. Multiplier is 1.
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