ANGELES PARTNERS VII
10QSB, 1996-11-07
OPERATORS OF NONRESIDENTIAL BUILDINGS
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         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)
<TABLE>
<CAPTION>

                                        Three Months Ended       Nine Months Ended
                                         September 30,            September 30,
                                       1996         1995          1996        1995
<S>                                 <C>          <C>          <C>           <C>
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)

<FN>
                     See Accompanying Notes to Financial Statements
</TABLE>

c)                               ANGELES PARTNERS VII

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                     (Unaudited)
                           (in thousands, except unit data)
<TABLE>
<CAPTION>
                                        Limited
                                      Partnership    General       Limited
                                          Units      Partners      Partners      Total
<S>                                     <C>         <C>          <C>          <C>
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)
<FN>
                    See Accompanying Notes to Financial Statements
</TABLE>

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





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<CIK> 0000310303
<NAME> ANGELES PARTNERS VII
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                             278
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                           5,594
<DEPRECIATION>                                   3,549
<TOTAL-ASSETS>                                   2,401
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                          2,478
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       (223)
<TOTAL-LIABILITY-AND-EQUITY>                     2,401
<SALES>                                              0
<TOTAL-REVENUES>                                   864
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   852
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 171
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        12
<EPS-PRIMARY>                                     1.38<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
        

</TABLE>


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