ANGELES PARTNERS VII
10QSB, 1996-08-06
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 June 30, 1996

                                        
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
      EXCHANGE ACT

                  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)
                                       
                                  June 30, 1996

 Assets                                                                       
   Cash and cash equivalents:                                                 
      Unrestricted                                                     $   248
      Restricted--tenant security deposits                                  33
   Accounts receivable                                                       5
   Escrow for taxes                                                         25
   Other assets                                                              3
   Investment properties:                                                     
      Land                                               $   366              
      Buildings and related personal property              5,197              
                                                           5,563              
      Less accumulated depreciation                       (3,483)        2,080
                                                                       $ 2,394

                                                                              
   Liabilities and Partners' Deficit                                          
                                                                             
   Liabilities                                                                
      Accounts payable                                                 $    12
      Tenant security deposits                                              33
      Other liabilities                                                     65
      Mortgage note payable                                              2,505
                                                                             
   Partners' Deficit                                                          
      General partner                                    $   293              
      Limited partners (8,669 units issued and                                
         outstanding)                                       (514)         (221)

                                                                       $ 2,394
                 See Accompanying Notes to Financial Statements

b)                            ANGELES PARTNERS VII

                              STATEMENTS OF OPERATIONS        
                                   (Unaudited)
                        (in thousands, except unit data)
<TABLE>
<CAPTION>
                                                                             
                                   Three Months Ended         Six Months Ended
                                        June 30,                  June 30,
                                   1996         1995         1996         1995 
<S>                              <C>          <C>          <C>          <C>
 Revenues:                                                                     
   Rental income                  $  278       $  247       $  548       $  488
   Other income                       12           15           25           29
      Total revenues                 290          262          573          517
                                                                               
 Expenses:                                                                     
   Operating                          89          102          173          179
   General and administrative         28           30           50           51
   Maintenance                        39           49           73           92
   Depreciation                       65           58          128          114
   Interest                           57           60          115          120
   Property taxes                     10           10           20           21
      Total expenses                 288          309          559          577
                                                                               
         Net income (loss)        $    2       $  (47)      $   14       $  (60)
                                                                               
 Net income (loss) allocated                                                   
   to general partner (1%)        $   --       $   --       $   --       $   (1)
 Net income (loss) allocated                                                   
   to limited partners (99%)           2          (47)          14          (59)

                                  $    2       $  (47)      $   14       $  (60)
                                                                     
 Net income (loss) per                                               
   limited partnership unit       $ 0.23       $(5.42)      $ 1.61       $(6.81)  

<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        Partner     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 six months                                                      
    ended June 30, 1996                   --            --           14           14
                                                                                    
 Partners' capital (deficit)                                                        
    at June 30, 1996                   8,669       $   293      $  (514)     $  (221)

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


d)                            ANGELES PARTNERS VII

                             STATEMENTS OF CASH FLOWS       
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>                                                                             
                                                            Six Months Ended
                                                                June 30,
                                                          1996           1995 
<S>                                                     <C>           <C>
 Cash flows from operating activities:                                        
    Net income (loss)                                    $    14       $   (60)
    Adjustments to reconcile net income (loss)                                
       to net cash provided by operating activities:                          
       Depreciation                                          128           114
    Change in accounts:                                                       
       Restricted cash                                        (1)           (5)
       Accounts receivable                                     1             1
       Escrows for taxes                                      17           (17)
       Accounts payable                                      (23)           13
       Tenant security deposit liabilities                     1             4
       Other liabilities                                      15            28
                                                                             
            Net cash provided by                                              
                operating activities                         152            78
                                                                              
 Cash flows used in investing activities:                                     
    Property improvements and replacements                   (48)          (76)
                                                                             
 Cash flows from financing activities:                                        
    Payments on mortgage notes payable                       (50)          (46)
    Cash distributions to partners                            --          (100)
                                                                              
            Net cash used in financing activities            (50)         (146)
                                                                            
 Net increase (decrease) in cash                              54          (144)
                                                                              
 Cash and cash equivalents at beginning of period            194           454
                                                                              
 Cash and cash equivalents at end of period              $   248       $   310
                                                                              
 Supplemental disclosure of cash flow information:                            
    Cash paid for interest                               $   116       $   120

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


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 management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. 
Operating results for the three and six months ended June 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.

The following payments were made to the General Partner and affiliates for the
six months ended June 30, 1996 and 1995:
                                                                             
                                                 1996        1995 
                                                  (in thousands)
                                                                 
 Property management fees                       $ 28        $  26
                                                                 
 Reimbursement for services of affiliates         33           33


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 six
months ended June 30, 1996 and 1995:
                                                                              
                                                      Average
                                                     Occupancy
 Property                                         1996       1995
                                                    
 Cedarwood Apartments (1)                           
    Gretna, Louisiana                             98%        94%

(1) The increase in occupancy at Cedarwood Apartments is attributable to
    property improvements and increased advertising.

The Partnership realized net income of $14,000 for the first six months of 1996
versus a net loss of $60,000 for the first six months of 1995.  The increase in
net income is primarily attributable to an increase in rental income.

Rental income increased as a result of increased occupancy and increased rental
rates.  Complimenting the increase in rental income is a decrease in maintenance
expense which decreased due to the completion of unit renovations in the
beginning of 1995.  Depreciation expense increased due to property improvements
in 1996 and 1995 in an effort to upgrade the interior of the units.  All other
income and expense items were materially comparable to the prior year.

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.  

At June 30, 1996, the Partnership had unrestricted cash of $248,000 versus
$310,000 at June 30, 1995.  Net cash provided by operating activities increased
primarily due to the increase in net income, as mentioned above, and due to the
decrease in escrows for taxes.  This increase was partially offset by a decrease
in accounts payable.  Net cash used in investing activities decreased as a
result of decreased property improvements in 1996 versus 1995.  Net cash used in
financing activities decreased due to distributions to partners made during the
six months ended June 30, 1995.  There were no distributions during the six
months ended June 30, 1996.

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 $2,505,000 is being amortized over 28 years with a maturity date
of May 2007.  Future cash 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 1.  LEGAL PROCEEDINGS

The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature.  The General Partner of the Registrant believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   a)   Exhibits

        Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
        report.

   b)   Reports on Form 8-K:

        None filed during the quarter ended June 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: August 6, 1996



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners XII 1996 Second 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                             248
<SECURITIES>                                         0
<RECEIVABLES>                                        5
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                           5,563
<DEPRECIATION>                                   3,483
<TOTAL-ASSETS>                                   2,394
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                          2,505
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       (221)
<TOTAL-LIABILITY-AND-EQUITY>                     2,394
<SALES>                                              0
<TOTAL-REVENUES>                                   573
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   559
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 115
<INCOME-PRETAX>                                     14
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                 14
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        14
<EPS-PRIMARY>                                     1.61<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>The Registrant has an unclassified balance sheet.
<F2>Multipler is 1.
</FN>
        

</TABLE>


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