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 [No Fee Required]
For the fiscal year ended December 31, 1996
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. $1,155,000
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, 1996. 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 (the "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 a property sale, refinancings, debt restructuring or
relinquishment of the asset. The Registrant intends to evaluate its holding
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 Residential Group,
L.P., an affiliate of the General Partner, 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.
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:
(dollar amounts in thousands)
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
Cedarwood Apartments
Gretna, Louisiana $ 5,619 $ 3,616 5-25 yrs S/L $ 2,177
See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.
SCHEDULE OF MORTGAGE:
(dollar amounts in thousands)
Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1996 Rate Amortized Date Maturity
Cedarwood Apartments
First trust deed $ 2,452 9.125% 28 yrs 05/01/07 $ 599
Average annual rental rate and occupancy for 1996 and 1995:
Average Annual Average Annual
Rental Rates Occupancy
Property 1996 1995 1996 1995
Cedarwood Apartments $5,051/unit $4,654/unit 97% 96%
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 1996 for Cedarwood Apartments, the sole property
held by the Registrant, were (dollar amounts in thousands):
1996 1996
Billing Rate
Cedarwood Apartments $40 10.43
ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During 1996 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 925 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 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 OPERATIONS
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net income as shown in the financial statements for the year
ended December 31, 1996, was $2,000 versus a net loss of $86,000 for the year
ended December 31, 1995. The increase in net income is primarily attributable
to an increase in revenue. This increase is primarily due to increased rental
rates at Cedarwood Apartments along with an increase in occupancy. Total
expenses remained stable from 1995 to 1996.
Included in maintenance expense for the year ended December 31, 1996 is $35,000
of major repairs and maintenance mainly comprised of interior building
improvements.
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
As of December 31, 1996, the Partnership had unrestricted cash and cash
equivalents of $239,000 versus $194,000 at December 31, 1995. Net cash provided
by operating activities increased due to the increase in net income. 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 twelve
months ended December 31, 1995. There were no distributions during the twelve
months ended December 31, 1996.
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 short-term needs of the Partnership. The mortgage
indebtedness of $2,452,000 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.
ITEM 7. FINANCIAL STATEMENTS
ANGELES PARTNERS VII
LIST OF FINANCIAL STATEMENTS
Independent Auditor's Report
Balance Sheet - December 31, 1996
Statements of Operations - Years ended December 31, 1996 and 1995
Statement of Changes in Partners' (Deficit) Capital - Years ended
December 31, 1996 and 1995
Statements of Cash Flows - Years ended December 31, 1996 and 1995
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, 1996, 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, 1996. 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, 1996, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
/S/ ERNST & YOUNG LLP
Greenville, South Carolina
January 24, 1997
ANGELES PARTNERS VII
BALANCE SHEET
December 31, 1996
(in thousands, except unit data)
Assets
Cash and cash equivalents:
Unrestricted $ 239
Restricted--tenant security deposits 31
Accounts receivable 21
Escrow for taxes 46
Other assets 4
Investment properties (Notes B and F):
Land $ 366
Buildings and related personal property 5,253
5,619
Less accumulated depreciation (3,616) 2,003
$ 2,344
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 18
Tenant security deposits 31
Other liabilities 76
Mortgage note payable (Notes B and F) 2,452
Partners' Capital (Deficit)
General partner $ 292
Limited partners' (8,669 units issued
and outstanding) (525) (233)
$ 2,344
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1996 1995
Revenues:
Rental income $ 1,102 $ 1,007
Other income 53 51
Total revenues 1,155 1,058
Expenses:
Operating 349 353
General and administrative 99 96
Maintenance 173 178
Depreciation 262 238
Interest 228 238
Property taxes 42 41
Total expenses 1,153 1,144
Net income (loss) (Note D) $ 2 $ (86)
Net income (loss) allocated to
general partner (1%) $ -- $ (1)
Net income (loss) allocated to
limited partners (99%) 2 (85)
Net income (loss) $ 2 $ (86)
Net income (loss) per limited
partnership unit $ .23 $ ( 9.81)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
Limited
Partnership General Limited
Units Partner Partners Total
Original capital contributions 8,674 $ 88 $ 8,674 $ 8,762
Partners' capital (deficit) at
December 31, 1994 8,669 $ 294 $ (343) $ (49)
Cash distributions for the
year ended December 31, 1995 -- (1) (99) (100)
Net loss for the year
ended December 31, 1995 -- (1) (85) (86)
Partners' capital (deficit) at
December 31, 1995 8,669 292 (527) (235)
Net income for the year
ended December 31, 1996 -- -- 2 2
Partners' capital (deficit) at
December 31, 1996 8,669 $ 292 $ (525) $ (233)
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1996 1995
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 2 $ (86)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation 262 238
Change in accounts:
Restricted cash 1 (5)
Accounts receivable (16) (1)
Escrows for taxes (4) (38)
Accounts payable (17) 17
Tenant security deposit liabilities (1) 3
Other liabilities 26 7
Net cash provided by operating
activities 253 135
Cash flows from investing activities:
Property improvements and replacements (104) (201)
Net cash used in investing activities (104) (201)
Cash flows from financing activities:
Payments on mortgage note payable (103) (94)
Cash distributions to partners -- (100)
Net cash used in financing activities (103) (194)
Net increase (decrease) in cash 46 (260)
Unrestricted cash and cash equivalents at
beginning of period 193 453
Unrestricted cash and cash equivalents at
end of period $ 239 $ 193
Supplemental disclosure of cash flow information
Cash paid for interest $ 229 $ 238
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
Notes to Financial Statements
December 31, 1996
NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization: Angeles Partners VII (the "Partnership" or "Registrant") 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, 1996, the Partnership operates a residential property located in
Gretna, 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 ("Ten Percent Distribution") and the remaining 90% of
such proceeds will be distributed 1% to the General Partner and 99% to Limited
Partners.
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 approximately
$100,000 distributed, 1% was allocated to the General Partner ($1,000) and 99%
was allocated to the Limited Partners ($99,000).
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.
Escrow for Taxes: All escrow funds are currently held by the Partnership and
are designated for the payment of real estate taxes.
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 Property: 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 1995
balances to conform to the 1996 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 (see "Note B").
NOTE B - MORTGAGE NOTE PAYABLE
The principal terms of the mortgage note payable are as follows (dollar amounts
in thousands):
Monthly Principal Principal
Payment Stated Balance Balance At
Including Interest Maturity Due At December 31,
Property Interest Rate Date Maturity 1996
Cedarwood Apartments $ 28 9.125% 05/01/07 $ 599 $ 2,452
The estimated fair value of the Partnership's debt is $2,684,000. 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, 1996, are as follows:
1997 $ 113
1998 124
1999 136
2000 149
2001 163
Thereafter 1,767
$ 2,452
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, 1996, the outstanding balance is approximately $256,000, 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.
Differences between the net income (loss) as reported and Federal taxable income
(loss) 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 (loss) and Federal taxable income (loss) (in thousands, except per unit
data):
1996 1995
Net income (loss) as reported $ 2 $ (86)
Add (deduct):
Depreciation differences 54 41
Change in prepaid rental (4) 7
Other 1 --
Federal taxable income (loss) $ 53 $ (38)
Federal taxable income (loss) per
limited partnership unit $ 6.05 $ (4.35)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):
Net deficiency as reported $ (233)
Land and Buildings 85
Accumulated depreciation 90
Syndication fees 797
Other 20
Net assets - tax basis $ 759
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.
1996 1995
(in thousands)
Property management fees $ 57 $ 52
Marketing services 2 1
Reimbursement for services
of affiliates 65 60
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 - INVESTMENT PROPERTY AND ACCUMULATED DEPRECIATION
(dollar amounts in thousands)
Initial Cost
To Partnership
Cost
Buildings Capitalized
and Related (Removed)
Personal Subsequent to
Description Encumbrances Land Property Acquisition
Cedarwood Apartments $ 2,452 $ 366 $ 4,519 $ 734
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1996
Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Cedarwood Apartments $ 366 $ 5,253 $ 5,619 $ 3,616 1979 05/02/79 10-25 years
</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.
Reconciliation of "Investment Property and Accumulated Depreciation" (in
thousands):
Years Ended December 31,
1996 1995
Investment Property
Balance at beginning of year $ 5,515 $ 5,314
Property improvements 104 201
Balance at end of year $ 5,619 $ 5,515
Accumulated Depreciation
Balance at beginning of year $ 3,354 $ 3,116
Additions charged to expense 262 238
Balance at end of year $ 3,616 $ 3,354
The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1996 and 1995 is $5,705,000 and $5,601,000. The accumulated
depreciation taken for Federal income tax purposes at December 31, 1996 and 1995
is $3,527,000 and $3,319,000.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Ernst & Young LLP regarding the 1996 or 1995
audits of the Partnership's financial statements.
PART III
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, 1996, their ages
and the nature of all positions with ARC presently held by them are as follows:
Name Age Position
Carroll D. Vinson 56 President
Robert D. Long, Jr. 29 Controller and Principal
Accounting Officer
William H. Jarrard, Jr. 50 Vice President
John K. Lines, Esq. 37 Vice President and
Secretary
Kelley M. Buechler 39 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 since January 1991. Mr. Jarrard served as Managing Director -
Partnership Administration and Asset Management from July 1994 until January
1996.
John K. Lines, Esq. has been Insignia's General Counsel since June 1994 and
General Counsel and Secretary since July 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 the General Partner and has served
as Assistant Secretary of Insignia since 1991.
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, 1996, 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, 1996 and December 31, 1995, 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 1996: 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 19, 1997
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
Carroll D. Vinson
/s/Robert D. Long, Jr. Controller and
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
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Angeles
Partners VII 1996 Year-End 10-KSB and is qualified in its entirety by reference
to such 10-KSB filing.
</LEGEND>
<CIK> 0000310303
<NAME> ANGELES PARTNERS VII
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 239
<SECURITIES> 0
<RECEIVABLES> 21
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 5,619
<DEPRECIATION> 3,616
<TOTAL-ASSETS> 2,344
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 2,452
0
0
<COMMON> 0
<OTHER-SE> (233)
<TOTAL-LIABILITY-AND-EQUITY> 2,344
<SALES> 0
<TOTAL-REVENUES> 1,155
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,153
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 228
<INCOME-PRETAX> 2
<INCOME-TAX> 0
<INCOME-CONTINUING> 2
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2
<EPS-PRIMARY> .23
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
