FORM 10-KSB--Annual or Transitional Report Under Section 13 or 15(d)
(As last amended by 34-31905, eff. 4/26/93)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee Required]
For the fiscal year ended December 31, 1995
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required
For the transition period.........to.........
Commission file number 0-8851
ANGELES PARTNERS VII
(Name of small business issuer in its charter)
South Carolina 95-3215214
(State or other jurisdiction of (I.R.S. 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
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Units of Limited Partnership Interest
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $1,058,306
State the aggregate market value of the voting partnership interests by non-
affiliates computed by reference to the price at which the partnership interests
were sold, or the average bid and asked prices of such partnership interests, as
of December 31, 1995. Market value for the Registrant is not available. Should
a trading market develop for these interests, it is management's belief that
such trading would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
1. None.
PART I
Item 1. Description of Business
Angeles Partners VII (the "Partnership" or "Registrant") is a publicly-
held limited partnership organized under the California Uniform Limited
Partnership Act pursuant to the Certificate and Agreement of Limited Partnership
(hereinafter referred to as "Agreement") dated January 14, 1977. The
Partnership's General Partner is Angeles Realty Corporation ("General Partner"),
a California corporation.
The Partnership, through its public offering of Limited Partnership Units,
sold 8,674 units aggregating $8,674,000 and the General Partner contributed
capital in the amount of $87,716 representing a 1% interest in the
Partnership. The Partnership is engaged in the business of investing in and
operating improved or newly constructed real estate. The Partnership's
primary objectives for its partners are the generation of cash flow and capital
growth through debt reduction and appreciation in property values. Funds
obtained by the Partnership during the public offering period of its Limited
Partnership Units (September 19, 1977 through September 19, 1978), together
with long-term borrowings, were used to acquire five operating residential
apartment properties. Two of these properties were sold in September 1983, one
was sold in December 1983 and one was sold in March 1984. The Partnership does
not intend to sell additional Limited Partnership Units. The term of the
Partnership's Agreement extends to December 31, 2035. The Partnership is
intended to be self-liquidating and proceeds from the sale or future refinancing
of its operating property will not be reinvested.
The General Partner of the Registrant intends to maximize the operating
results and, ultimately, the net realizable value of the Registrant's property
in order to achieve the best possible return for the investors. Such results
may best be achieved through property sales, refinancings, debt restructurings
or relinquishment of the assets. The Registrant intends to evaluate its
holdings periodically to determine the most appropriate strategy for its asset.
The Partnership has no full time employees. The General Partner is vested
with full authority as to the general management and supervision of the business
and affairs of the Partnership. Limited Partners have no right to participate in
the management or conduct of such business and affairs. Insignia Management
Group, L.P. provides day-to-day management services for the Partnership's
investment property.
The business in which the Partnership is engaged is highly competitive,
and the Partnership is not a significant factor in its industry. The
Partnership's investment property is located near a major urban area and,
accordingly, competes for rentals not only with similar properties in its
immediate area but with hundreds of similar properties throughout the urban
area. Such competition is primarily on the basis of location, rents, services
and amenities. In addition, the Partnership competes with significant numbers
of individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the price and terms of such
transactions.
A further description of the Partnership's business is included in
Management's Discussion and Analysis or Plan of Operation included in Item 6 of
this Form 10-KSB.
Item 2. Description of Property:
The following table sets forth the Partnership's investment in Cedarwood
Apartments:
Date of
Property Purchase Type of Ownership Use
Cedarwood Apartments Fee ownership subject to Residential
Gretna, Louisiana 05/02/79 a first mortgage 226 units
Schedule of Property:
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Cedarwood Apartments
Gretna, Louisiana $5,515,004 $(3,354,405) 5-25 yrs S/L $ 2,281,816
</TABLE>
See Note A of the financial statements included in Item 7 for a description of
the Partnership's depreciation policy.
Schedule of Mortgage:
<TABLE>
<CAPTION>
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1995 Rate Amortized Date Maturity
<S> <C> <C> <C> <C> <C>
Cedarwood Apartments
First trust deed $2,554,982 9.125% 28 yrs 05/01/07 $599,349
</TABLE>
Average annual rental rate and occupancy for 1995 and 1994:
Average Annual Average Annual
Rental Rates Occupancy
Property 1995 1994 1995 1994
Cedarwood $4,654/unit $4,514/unit 96% 93%
The increase in occupancy is attributable to increased advertising, property
improvements and the location of new casino facilities on the Mississippi
River.
As noted under "Item 1. Description of Business", the real estate industry
is highly competitive. The sole property of the Partnership is subject to
competition from other residential apartment complexes in the area. The General
Partner believes that the property is adequately insured. The multi-family
residential property's lease terms are for one year or less. No residential
tenant leases 10% or more of the available rental space.
Real estate taxes and rates in 1995 for Cedarwood Apartments, the sole
property held by the Registrant, were:
1995 1995
Billing Rate
Cedarwood $38,685 11.21
Item 3. Legal Proceedings
The Partnership is not involved in any legal proceedings other than those
arising in the normal course of business. The General Partner believes that any
losses experienced as a result of such proceedings will not have a material
adverse effect upon the Partnership's operations.
Item 4. Submission of Matters to a Vote of Security Holders
During 1995 no matter was submitted to a vote of unit holders of the
Partnership through the solicitation of proxies or otherwise.
PART II
Item 5. Market for Common Equity and Related Security Matters
The Partnership, a publicly-held limited partnership, sold 8,674 Limited
Partnership Units during its offering period ending September 19, 1978, and
currently has 8,669 Limited Partnership Units and 921 Limited Partners of
record. There is no intention to sell additional Limited Partnership Units nor
is there an established market for these units.
During the second quarter of 1994, a distribution of $251.10 per limited
partner unit was paid. This distribution consisted of the proceeds from the
payoff received on the Northcastle wrap mortgage note and surplus cash from
operations. During the first quarter of 1995, a distribution of $11.42 per
limited partner unit was paid from surplus cash from operations. Future cash
distributions from operations will be dependent upon the Partnership's earnings,
financial condition, and other relevant factors.
Item 6. Management's Discussion and Analysis or Plan of Operation
This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.
The General Partner took this apartment complex off the market during the
fourth quarter of 1995 and plans to actively market this apartment complex for
sale in May 1996.
Results of Operations
The Partnership's net loss as shown in the financial statements for the
year ended December 31, 1995 was $86,247 versus a net loss of $146,801 for the
year ended December 31, 1994. The decrease in net loss is primarily attribut-
able to an increase in revenue and a decrease in expenses, as explained below.
The Partnership generated revenues of $1,058,306 for the year ended Decem-
ber 31, 1995 versus $1,035,301 for the year ended December 31, 1994. This
increase is primarily due to the increase in occupancy at Cedarwood Apartments.
Partially offsetting this increase is a decrease in interest income due to the
sale of short term investments during 1994.
The Partnership incurred expenses from operations of $1,144,553 for the
year ended December 31, 1995 versus $1,182,102 for the year ended December 31,
1994. The decrease in expenses is primarily due a decrease in maintenance
expense. Maintenance expense decreased due to increased vacancies in 1994 that
resulted in additional maintenance work that was required before new tenants
could move in. The decrease in maintenance expense was partially offset by an
increase in exterior/interior building improvements and landscaping during 1995
due to the property being on the market for sale for a portion of 1995.
Partially offsetting the decrease in maintenance expense is an increase in the
general and administrative expenses related to cost reimbursements for
partnership administration expenses.
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.
Liquidity and Capital Resources
At December 31, 1995, the Partnership had unrestricted cash of $193,613 as
compared to $453,550 at December 31, 1994. Net cash provided by operating
activities increased primarily due to the decrease in the net loss, as mentioned
above, and due to the increase in other liabilities and accounts payable. This
increase was partially offset by an increase in escrows for taxes. Net cash
from investing activities decreased as a result of cash provided by the sale of
short-term investments during 1994. Net cash used in financing activities
decreased due to decreased distributions to partners made during the year ended
December 31, 1995, as compared to the year ended December 31, 1994.
The Partnership's primary source of cash is from the operations of its sole
investment property, Cedarwood Apartments. Cash from this property is utilized
for property operations, capital expenditures, and/or distributions to the
partners. During the first quarter of 1995, a distribution of $11.42 per
limited partner unit was paid from surplus cash 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 near-term needs of the Partnership. The mortgage
indebtedness of $2,554,982 is being amortized over 28 years with a maturity date
of May 1, 2007. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability of
cash reserves.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS VII
LIST OF FINANCIAL STATEMENTS
Independent Auditor's Report
Balance Sheet - December 31, 1995
Statements of Operations - Years ended December 31, 1995 and 1994
Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1995 and 1994
Statements of Cash Flows - Years ended December 31, 1995 and 1994
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
The Partners
Angeles Partners VII
We have audited the accompanying balance sheet of Angeles Partners VII as of
December 31, 1995, and the related statements of operations, changes in
partners' capital (deficit) and cash flows for each of the two years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Angeles Partners VII as of
December 31, 1995, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
January 27, 1996
ANGELES PARTNERS VII
BALANCE SHEET
December 31, 1995
Assets
Cash and cash equivalents:
Unrestricted $ 193,613
Restricted--tenant security deposits 31,970
Accounts receivable 5,548
Escrow for taxes 42,100
Other assets 3,749
Investment properties (Notes B and F):
Land $ 366,000
Buildings and related personal property 5,149,004
5,515,004
Less accumulated depreciation (3,354,405) 2,160,599
$2,437,579
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 35,664
Tenant security deposits 32,120
Other liabilities 49,659
Mortgage note payable (Notes B and F) 2,554,982
Partners' Capital (Deficit)
General partner $ 292,593
Limited partners' (8,669 units issued
and outstanding) (527,439) (234,846)
$2,437,579
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENTS OF OPERATIONS
Years Ended December 31,
1995 1994
Revenues:
Rental income $1,007,689 $ 943,431
Other income 50,617 91,870
Total revenues 1,058,306 1,035,301
Expenses:
Operating 301,281 301,625
General and administrative 96,141 75,805
Property management fees (Note E) 52,360 48,641
Maintenance 178,033 246,515
Depreciation 237,752 218,928
Interest 237,868 245,255
Property taxes 41,118 45,333
Total expenses 1,144,553 1,182,102
Net loss (Note D) $ (86,247) $ (146,801)
Net (loss) income allocated to
general partner (1%) $ (862) $ 133,558
Net loss allocated to
limited partners (99%) (85,385) (280,359)
Net loss $ (86,247) $ (146,801)
Net loss per limited
partnership unit $ ( 9.85) $ (32.34)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner Partners Total
<S> <C> <C> <C> <C>
Original capital contributions 8,674 $ 87,716 $ 8,674,000 $ 8,761,716
Partners' capital at
December 31, 1993 8,674 $ 319,288 $ 2,115,368 $ 2,434,656
Abandonment of Limited
Partnership Units (Note G) (5) -- -- --
Cash distributions for the
year ended December 31, 1994 -- (158,391) (2,178,083) (2,336,474)
Net income (loss) for the year
ended December 31, 1994 -- 133,558 (280,359) (146,801)
Partners' capital (deficit) at
December 31, 1994 8,669 294,455 (343,074) (48,619)
Cash distributions for the
year ended December 31, 1995 -- (1,000) (98,980) (99,980)
Net income (loss) for the year
ended December 31, 1995 -- (862) (85,385) (86,247)
Partners' capital (deficit) at
December 31, 1995 8,669 $ 292,593 $ (527,439) $ (234,846)
<FN>
See Accompanying Notes to Financial Statements
</TABLE>
ANGELES PARTNERS VII
STATEMENTS OF CASH FLOWS
Years Ended December 31,
1995 1994
Cash flows from operating activities:
Net loss $ (86,247) $ (146,801)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation 237,752 218,928
Change in accounts:
Restricted cash (5,195) (16,875)
Accounts receivable (956) 927
Escrows for taxes (38,508) 3,417
Other assets -- (449)
Accounts payable 17,264 (17,392)
Tenant security deposit liabilities 3,330 6,350
Other liabilities 7,352 (13,496)
Net cash provided by operating
activities 134,792 34,609
Cash flows from investing activities:
Property improvements and replacements (200,433) (189,068)
Sale of short-term investments -- 508,178
Net cash (used in) provided by
investing activities (200,433) 319,110
Cash flows from financing activities:
Payments on mortgage note payable (94,316) (86,119)
Cash distributions to partners (99,980) (2,336,474)
Net cash used in financing activities (194,296) (2,422,593)
Net decrease in cash (259,937) (2,068,874)
Cash at beginning of period 453,550 2,522,424
Cash at end of period $ 193,613 $ 453,550
Supplemental disclosure of cash flow
information
Cash paid for interest $ 237,868 $ 246,064
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
Notes to Financial Statements
December 31, 1995
Note A - Organization and Significant Accounting Policies
Organization: Angeles Partners VII ( Partnership ) is a California limited
partnership organized in January 1977 to acquire and operate residential
properties. The Partnership's General Partner is Angeles Realty Corporation
("ARC"), an affiliate of Insignia Financial Group, Inc. As of December 31, 1995
the Partnership operates a residential property located in New Orleans,
Louisiana.
Allocation of Cash Distributions: Except as discussed below, the Partnership
will allocate distributions 1% to the General Partner and 99% to the Limited
Partners.
Upon the sale or other disposition, or refinancing, of any asset of the
Partnership other than in connection with the dissolution of the Partnership,
the net proceeds thereof which the General Partner determined can reasonably be
distributed to the Partners and are not required for support of the operations
of the Partnership, must be distributed to the Partners until such time as the
Partners have received distributions from the Partnership equal to the amount of
their original capital contributions to the Partnership and a cumulative return
of 12% per annum (simple interest) on their Adjusted Capital Investment, as
defined in the Agreement. Thereafter, 10% of such proceeds will be distributed
to the General Partner and the remaining 90% of such proceeds will be
distributed 1% to the General Partner and 99% to Limited Partners.
During the second quarter of 1994, the Partnership paid a distribution of
$251.10 per unit to distribute surplus cash from operations and the proceeds
from a note receivable. Of the total $2,336,474 distributed, $972,619 was
allocated 1% to the General Partner and 99% to the Limited Partners to meet the
12% requirement noted above. The additional $1,363,855 was allocated 10% to the
General Partner and the remaining 90% was allocated 1% to the General Partner
and 99% to the Limited Partners since the qualifications mentioned in the
previous paragraph had been satisfied.
During the first quarter of 1995, a distribution of $11.42 per limited partner
unit was paid from surplus cash from operations. Of the total $99,980
distributed, 1% was allocated to the General Partner ($1,000) and 99% was
allocated to the Limited Partners ($98,980).
Allocation of Profits, Gains and Losses: In accordance with the Partnership
Agreement, any gain from the sale or other disposition of Partnership assets
will be allocated first to the General Partner to the extent of the amount of
any Ten Percent Distribution, as described above, to which the General Partner
is entitled. Any gain remaining after said allocation will be allocated to the
General Partner and Limited Partners in proportion to their interests in the
Partnership.
The Partnership will allocate other profits and losses 1% to the General Partner
and 99% to the Limited Partners on an annual basis.
Escrows for Taxes: All escrow funds are currently held by the Partnership and
are designated for the payment of real estate taxes.
Note A - Organization and Significant Accounting Policies (continued)
Depreciation: Depreciation is computed utilizing the straight-line method over
an estimated useful life of 10 to 25 years for buildings and improvements and 5
to 7 years for furniture and fixtures. For tax purposes, depreciation is
computed by using the straight-line method over an estimated life of 6 to 12
years for personal property and 11.5 to 40 years for real property.
Cash and Cash Equivalents: The Partnership considers all highly liquid
investments with a maturity when purchased of three months or less to be cash
equivalents. At certain times, the amount of cash deposited at a bank may
exceed the limit on insured deposits.
Leases: The Partnership generally leases apartment units for twelve-month terms
or less.
Tenant Security Deposits: The Partnership requires security deposits from all
lessees for the duration of the lease. Deposits are refunded when the tenant
vacates the apartment if there has been no damage to the unit.
Investment Properties: Prior to the fourth quarter of 1995, the investment
property was carried at the lower of cost or estimated fair value, which was
determined using the higher of the property's non-recourse debt amount, when
applicable, or the net operating income of the investment property capitalized
at a rate deemed reasonable for the type of property. During the fourth quarter
of 1995 the Partnership adopted FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
which requires impairment losses to be recorded on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount. The impairment loss is measured by comparing the fair value of
the asset to its carrying amount. The effect of adoption was not material.
Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Reclassifications: Certain reclassifications have been made to the 1994
balances to conform to the 1995 presentation.
Fair Value: In 1995, the Partnership implemented Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments," which requires disclosure of fair value information about
financial instruments for which it is practicable to estimate that value. The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities. The Partnership estimates the fair value of
its fixed rate mortgage by discounted cash flow analysis, based on estimated
borrowing rates currently available to the Partnership (Note B).
Note B Mortgage Note Payable
The principal terms of the note payable are as follows:
<TABLE>
<CAPTION>
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1995
<S> <C> <C> <C> <C> <C>
Cedarwood Apartments $27,682 9.125% 05/01/07 $599,349 $2,554,982
</TABLE>
The estimated fair value of the Partnership's debt is $2,713,000. This estimate
is not necessarily indicative of the amount the Partnership may pay in actual
market transactions.
Scheduled principal payments of the mortgage note payable for the five years
subsequent to December 31, 1995, are as follows:
1996 $ 103,291
1997 113,121
1998 123,886
1999 135,675
2000 148,587
Thereafter 1,930,422
$2,554,982
Note C - Note Receivable
The Partnership holds a note receivable for its sale of Del Lago Apartments.
As a result of the bankruptcy of the owner of Del Lago Apartments and the
subsequent foreclosure of the first lienholder, the Partnership wrote off all
but $300,000 of the Del Lago note receivable in 1988, which represents a
personal guaranty note from the seller which was due in June 1989. As of
December 31, 1995, the outstanding balance is $258,541, which is fully reserved.
Note D - Income Taxes
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Note D - Income Taxes (continued)
Differences between the net income as reported and Federal taxable income result
primarily from (1) depreciation over different methods and lives and on
differing cost bases of apartment properties and (2) change in rental income
received in advance. The following is a reconciliation of reported net income
and Federal taxable income:
1995 1994
Net (loss) income as reported $ (86,247) $(146,801)
Add (deduct):
Depreciation differences 41,398 31,542
Change in prepaid rental 6,867 (6,882)
Other 240 (5,500)
Federal taxable (loss) income $ (37,742) $(127,641)
Federal taxable (loss) income per
limited partnership unit $ (4.35) $ (30.46)
The following is a reconciliation between the Partnership's reported amounts
and Federal tax basis of net assets and liabilities:
Net deficiency as reported $ (234,846)
Land and Buildings 85,800
Accumulated depreciation 35,417
Syndication fees 797,454
Other 23,183
Net assets - tax basis $ 707,008
Note E - Transactions with Affiliated Parties
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.
Note E - Transactions with Affiliated Parties (continued)
The following payments were paid to the General Partner and affiliates in 1995
and 1994:
1995 1994
Property management fees $52,360 $48,641
Marketing services 555 989
Reimbursement for services
of affiliates 60,159 36,978
The Partnership insures its properties 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.
Note F - Real Estate and Accumulated Depreciation
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Cedarwood Apartments $2,554,982 $366,000 $4,519,000 $630,004
Gretna, Louisiana
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1995
Buildings
And Related
Personal Accumulated Date of Date Depreciation
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Cedarwood Apartments $366,000 $5,149,004 $5,515,004 $3,354,405 1979 05/02/79 10-25 years
Gretna, Louisiana
</TABLE>
The depreciable lives included above are for the buildings and components. The
depreciable lives for related personal property are for 5 to 7 years.
Note F - Real Estate and Accumulated Depreciation (continued)
Reconciliation of Real Estate and Accumulated Depreciation :
Years Ended December 31,
1995 1994
Real Estate
Balance at beginning of year $5,314,571 $5,211,302
Property improvements 200,433 189,068
Disposal of property -- (85,799)
Balance at End of Year $5,515,004 $5,314,571
Accumulated Depreciation
Balance at beginning of year $3,116,653 $2,983,524
Additions charged to expense 237,752 218,928
Disposal of property -- (85,799)
Balance at End of Year $3,354,405 $3,116,653
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994 is $5,600,804 and $5,400,369. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1995 and
1994 is $3,318,988 and $3,122,634.
Note G - Abandoned Limited Partnership Units
In 1994, the number of Limited Partnership Units decreased by 5 units due to
limited partners abandoning their units. In abandoning his or her Limited
Partnership Unit, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment. However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss. The loss per Limited Partnership Unit in the accompanying
Statements of Operations is calculated based on the number of units outstanding
at the beginning of the year.
PART III
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no disagreements with Ernst & Young LLP regarding the 1995 or
1994 audits of the Partnership's financial statements.
Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act
The names of the directors and executive officers of Angeles Realty
Corporation ("ARC"), the Partnership's General Partner as of December 31, 1995,
their age and the nature of all positions with ARC presently held by them are as
follows:
Name Age Position
Carroll D. Vinson 55 President
Robert D. Long, Jr. 28 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 49 Vice President
John K. Lines, Esq. 36 Vice President and
Secretary
Kelley M. Buechler 38 Assistant Secretary
Carroll D. Vinson has been President of Metropolitan Asset
Enhancement, L.P., and subsidiaries since August of 1994. Prior to that,
during 1993 to August 1994, Mr. Vinson was affiliated with Crisp, Hughes &
Co. (regional CPA firm) and engaged in various other investment and
consulting activities. Briefly, in early 1993, Mr. Vinson served as President
and Chief Executive Officer of Angeles Corporation, a real estate investment
firm. From 1991 to 1993, Mr. Vinson was employed by Insignia in various
capacities including Managing Director-President during 1991. From 1986 to
1990, Mr. Vinson was President and a Director of U.S. Shelter Corporation, a
real estate services company, which sold substantially all of its assets to
Insignia in December 1990.
Robert D. Long, Jr. is Controller and Principal Accounting Officer.
Prior to joining Metropolitan Asset Enhancement, L.P., and subsidiaries, he
was an auditor for the State of Tennessee and was associated with the
accounting firm of Harshman Lewis and Associates. He is a graduate of The
University of Memphis.
William H. Jarrard, Jr. has been Managing Director - Partnership
Administration of Insignia Financial Group, Inc. ("Insignia") since January
1991. Mr. Jarrard was employed by U.S. Shelter in a similar capacity for
the three years prior to his joining Insignia.
John K. Lines, Esq. has been Insignia's General Counsel and Secretary since
June 1994. From May 1993 until June 1994, Mr. Lines was the Assistant
General Counsel and Vice President of Ocwen Financial Corporation, West Palm
Beach, Florida. From October 1991 until May 1993, Mr. Lines was a Senior
Attorney with BANC ONE CORPORATION, Columbus, Ohio. From May 1984 until
October 1991, Mr. Lines was an attorney with Squire Sanders & Dempsey,
Columbus, Ohio.
Kelley M. Buechler is Assistant Secretary of Insignia. Ms. Buechler is a
graduate of the University of North Carolina.
Item 10. Executive Compensation
No direct form of compensation or remuneration was paid by the
Partnership to any officer or director of ARC. The Partnership has no plan,
nor does the Partnership presently propose a plan, which will result in any
remuneration being paid to any officer or director upon termination of
employment. However, fees and other payments have been made to the
Partnership's General Partner and its affiliates, as described in Note E of
the Financial Statements included under Item 7, which is incorporated herein by
reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1995, no person was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant.
Item 12. Certain Relationships and Related Transactions
No transactions have occurred between the Partnership and any officer or
director of ARC.
During the years ended December 31, 1995 and December 31, 1994, the
transactions that occurred between the Partnership and ARC and affiliates of
ARC pursuant to the terms of the Agreement are disclosed under Note E of
the Partnership's Financial Statements included in Item 7, which is hereby
incorporated by reference.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed in fourth quarter of 1995: None.
SIGNATURES
In accordance with Section 13 or 15(d) 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
Date: March 6, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and
on the date indicated.
/s/Carroll D. Vinson President March 6, 1996
Carroll D. Vinson
/s/Robert D. Long, Jr Controller and March 6, 1996
Robert D. Long, Jr. Principal Accounting
Officer
EXHIBIT INDEX
Exhibit
3.1 Amended Certificate and Agreement of the Limited Partnership of
Partnership, filed as an exhibit to Form 10K dated October 31, 1978 and
is incorporated herein by reference
10.1 Property Management Agreements between the Partnership and Angeles
Real Estate Management Company, filed as an exhibit to Form 10K
dated October 31, 1978 and is incorporated herein by reference
10.2 Purchase and Sale Agreement with Exhibits - Northcastle Apartments, filed
as an exhibit to Form 8K dated September 30, 1983 and is incorporated
herein by reference
10.3 Purchase and Sale Agreement with Exhibits - Del Lago Apartments, filed
as an exhibit to Form 8K dated December 29, 1983 and is incorporated
herein by reference
10.4 Purchase and Sale Agreement - Cedarwood Apartments - filed as an
Exhibit to Form 8K dated May 2, 1979 and is incorporated herein by
reference
10.5 Promissory Note and Deed of Trust Modification and Extension Agreement
- Northcastle Apartments dated December 7, 1989, filed in Form 10K as
Exhibit 10.6 dated March 29, 1990 and is incorporated herein by
reference
10.6 Stock Purchase Agreement dated November 24, 1992 showing the purchase
of 100% of the outstanding stock of Angeles Realty Corporation by IAP GP
Corporation, a subsidiary of MAE GP Corporation, filed in Form 8-K
dated December 31, 1992, which is incorporated herein by reference.
16 Letter from the Registrant's former accountant regarding its
concurrence with the statements made by the Registrant is incorporated
by reference to the Exhibit filed with Form 8-K dated August 30, 1993,
which is incorporated herein by reference
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners VII 1995 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB.
</LEGEND>
<CIK> 0000310303
<NAME> ANGELES PARTNERS VII
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 193
<SECURITIES> 32
<RECEIVABLES> 5
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,515
<DEPRECIATION> 3,354
<TOTAL-ASSETS> 2,438
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (235)
<TOTAL-LIABILITY-AND-EQUITY> 2,438
<SALES> 0
<TOTAL-REVENUES> 1,058
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,145
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 238
<INCOME-PRETAX> (86)
<INCOME-TAX> 0
<INCOME-CONTINUING> (86)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86)
<EPS-PRIMARY> 9.85
<EPS-DILUTED> 0
<FN>
<F1>The Partnership has an unclassified balance sheet.
</FN>
</TABLE>
