UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to _________
Commission file number 0-8851
ANGELES PARTNERS VII
(Exact name of registrant as specified in its charter)
California 95-3215214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANGELES PARTNERS VII
STATEMENT OF NET ASSETS IN LIQUIDATION
(Unaudited)
(in thousands)
September 30, 2003
Assets
Cash and cash equivalents $ 4,406
Receivables and deposits 119
Other assets 4
4,529
Liabilities
Accounts payable 127
Other liabilities 33
Due to affiliate 113
Estimated costs during the period of liquidation 35
308
Net assets in liquidation $ 4,221
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per unit data)
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
Revenues:
Rental income $ 302 $ 275 $ 849 $ 934
Other income 17 30 66 73
Total revenues 319 305 915 1,007
Expenses:
Operating 154 117 454 356
General and administrative 15 30 62 90
Depreciation 64 62 194 196
Interest 44 47 135 144
Property taxes 11 12 33 35
Loss on early extinguishment of
debt 489 -- 489 --
Total expenses 777 268 1,367 821
(Loss) income from operations (458) 37 (452) 186
Gain on sale of investment property 6,170 -- 6,170 --
Net income $ 5,712 $ 37 $ 5,718 $ 186
Net income allocated to general
partners (1%) $ 57 $ -- $ 57 $ 2
Net income allocated to limited
partners (99%) 5,655 37 5,661 184
$ 5,712 $ 37 $ 5,718 $ 186
Per limited partnership unit:
(Loss) income from operations (52.25) 4.27 (51.56) 21.23
Gain on sale of investment
property 704.58 -- 704.58 --
$652.33 $ 4.27 $653.02 $ 21.23
Distributions per limited
partnership unit $ 9.23 $ 10.96 $ 9.23 $ 21.80
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)/NET ASSETS IN LIQUIDATION
(Unaudited)
(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 (deficiency)
at December 31, 2002 8,669 $ 193 $(1,596) $(1,403)
Distributions to partners -- (1) (80) (81)
Net income for the nine months
ended September 30, 2003 -- 57 5,661 5,718
Partners' capital at
September 30, 2003 8,669 $ 249 $ 3,985 4,234
Adjustment to liquidation basis
(Note C) (13)
Net assets in liquidation at
September 30, 2003 $ 4,221
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Nine Months Ended
September 30,
2003 2002
Cash flows from operating activities:
Net income $ 5,718 $ 186
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of investment property (6,170) --
Depreciation 194 196
Amortization of loan costs 4 4
Loss on early extinguishment of debt 489 --
Change in accounts:
Receivables and deposits (83) 10
Other assets 4 (6)
Accounts payable 13 7
Tenant security deposit liabilities (15) 5
Accrued property taxes -- 34
Due to affiliates 113 --
Other liabilities (44) 35
Net cash provided by operating activities 223 471
Cash flows from investing activities:
Net proceeds from sale of investment property 6,862 --
Property improvements and replacements (91) (49)
Net withdrawals from (deposits to) restricted escrows 143 (67)
Net cash provided by (used in) investing activities 6,914 (116)
Cash flows from financing activities:
Repayment of mortgage note payable (2,579) --
Distributions to partners (81) (191)
Payments on mortgage note payable (136) (128)
Net cash used in financing activities (2,796) (319)
Net increase in cash and cash equivalents 4,341 36
Cash and cash equivalents at beginning of period 65 108
Cash and cash equivalents at end of period $ 4,406 $ 144
Supplemental disclosure of cash flow information:
Cash paid for interest $ 146 $ 140
Supplemental disclosure of non-cash information:
Proceeds received from the sale of investment property have been reduced by
approximately $437,000 of prepayment penalties paid by the buyer.
See Accompanying Notes to Financial Statements
ANGELES PARTNERS VII
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note A - Basis of Presentation
As of September 30, 2003, Angles Partners VII (the "Partnership" or
"Registrant") adopted the liquidation basis of accounting due to the sale of its
sole investment property during the third quarter of 2003. Upon final settlement
of the Partnership's remaining liabilities, the Partnership is expected to
terminate by March 31, 2004.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at September 30,
2003, to the liquidation basis of accounting. Consequently, assets have been
valued at estimated net realizable value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the liquidation of the Partnership. The valuation of assets and liabilities
necessarily requires many estimates and assumptions and there are substantial
uncertainties in carrying out the liquidation. The actual realization of assets
and settlement of liabilities could be higher or lower than amounts indicated
and is based upon estimates of Angeles Realty Corporation (the "General
Partner") as of the date of the financial statements.
Included in liabilities in the statement of net assets in liquidation as of
September 30, 2003 is approximately $35,000 of costs that the General Partner
estimates will be incurred during the period of liquidation based on the
assumption that the liquidation process will be completed by March 31, 2004.
Because the success in realization of assets and the settlement of liabilities
is based on the General Partner's best estimates, the liquidation period may be
shorter than projected or it may be extended beyond the projected period.
Note B - 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 (i) certain payments to affiliates for
services and (ii) reimbursement of certain expenses incurred by affiliates on
behalf of the Partnership.
Affiliates of the General Partner were entitled to receive 5% of gross receipts
from the Partnership's property prior to its sale as compensation for providing
property management services. The Partnership paid to such affiliates
approximately $47,000 and $50,000 for the nine months ended September 30, 2003
and 2002, respectively, which is included in operating expenses.
An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $32,000 and $40,000 for the
nine months ended September 30, 2003 and 2002, respectively, which is included
in general and administrative expenses.
The Partnership Agreement provides for a fee equal to 7.5% of "net cash flow
from operations", as defined in the Partnership Agreement to be paid to the
General Partner for executive and administrative management services. As of
September 30, 2003, the Partnership owed the General Partner approximately
$5,000 for services rendered in prior years related to the Partnership
management fees, which is included in other liabilities.
Pursuant to the Partnership Agreement and in connection with the sale of
Cedarwood Apartments in September 2003, the General Partner is entitled to a
commission of up to 3% for its assistance in the sale of the property. At
September 30, 2003, approximately $113,000 was due to the General Partner and is
shown as due to affiliate.
The Partnership insured its property up to certain limits through coverage
provided by AIMCO which is generally self-insured for a portion of losses and
liabilities related to workers compensation, property casualty and vehicle
liability. The Partnership insured its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner. For both the nine months ended September 30, 2003 and 2002, the
Partnership was charged by AIMCO and its affiliates approximately $21,000 for
insurance coverage and fees associated with policy claims administration.
Note C - Adjustment to Liquidation Basis of Accounting
At September 30, 2003, in accordance with the liquidation basis of accounting,
assets were adjusted to their estimated net realizable value and liabilities
were adjusted to their estimated settlement amount. The net adjustment required
to convert to the liquidation basis of accounting was an increase in net
liabilities of approximately $13,000 which is included in the Statement of
Changes in Partners' Capital (Deficiency)/Net Assets In Liquidation.
Note D- Sale of Investment Property
On September 30, 2003, the Partnership sold Cedarwood Apartments to an unrelated
third party for net proceeds of approximately $6,862,000 after payment of
closing costs and the prepayment penalty paid by the buyer. The Partnership used
approximately $2,579,000 of the net proceeds to repay the mortgage encumbering
the property. The Partnership realized a gain of approximately $6,170,000 as a
result of the sale. In addition, the Partnership recorded a loss on early
extinguishment of debt of approximately $489,000 as a result of the prepayment
penalty paid by the buyer and unamortized loan costs being written off.
Note E - Legal Proceedings
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of California for the County of San Mateo. The plaintiffs named as
defendants, among others, the Partnership, its General Partner and several of
their affiliated partnerships and corporate entities. The action purported to
assert claims on behalf of a class of limited partners and derivatively on
behalf of a number of limited partnerships (including the Partnership) that are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia Financial Group, Inc.
("Insignia") and entities that were, at one time, affiliates of Insignia; past
tender offers by the Insignia affiliates to acquire limited partnership units;
management of the partnerships by the Insignia affiliates; and the series of
transactions which closed on October 1, 1998 and February 26, 1999 whereby
Insignia and Insignia Properties Trust, respectively, were merged into AIMCO.
The plaintiffs sought monetary damages and equitable relief, including judicial
dissolution of the Partnership. In addition, during the third quarter of 2001, a
complaint (the "Heller action") was filed against the same defendants that are
named in the Nuanes action, captioned Heller v. Insignia Financial Group. On or
about August 6, 2001, plaintiffs filed a first amended complaint. The Heller
action was brought as a purported derivative action, and asserted claims for,
among other things, breach of fiduciary duty, unfair competition, conversion,
unjust enrichment, and judicial dissolution.
On January 8, 2003, the parties filed a Stipulation of Settlement in proposed
settlement of the Nuanes action and the Heller action.
In general terms, the proposed settlement provides for certification for
settlement purposes of a settlement class consisting of all limited partners in
this Partnership and others (the "Partnerships") as of December 20, 2002, the
dismissal with prejudice and release of claims in the Nuanes and Heller
litigation, payment by AIMCO of $9.9 million (which shall be distributed to
settlement class members after deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent appraisals of the Partnerships' properties by a Court appointed
appraiser. An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the partnership interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners with the independent appraisals at the time of these tenders. The
proposed settlement also provided for the limitation of the allowable costs
which the General Partner or its affiliates will charge the Partnerships in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation. On April 11, 2003, notice was distributed to limited
partners providing the details of the proposed settlement.
On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector
filed an appeal seeking to vacate and/or reverse the order approving the
settlement and entering judgment thereto. The General Partner intends to file a
respondent's brief in support of the order approving settlement and entering
judgment thereto.
The General Partner does not anticipate that any costs to the Partnership,
whether legal or settlement costs, associated with these cases will be material
to the Partnership's overall operations.
The Partnership is unaware of any other pending or outstanding litigation
matters that are not of a routine nature arising in the ordinary course of
business.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government regulations. Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including, without limitation: national and local
economic conditions; the terms of governmental regulations that affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates; financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest; real estate risks, including variations of real estate values and
the general economic climate in local markets and competition for tenants in
such markets; litigation, including costs associated with prosecuting and
defending claims and any adverse outcomes, and possible environmental
liabilities. Readers should carefully review the Registrant's financial
statements and the notes thereto, as well as the risk factors described in the
documents the Registrant files from time to time with the Securities and
Exchange Commission.
As of September 30, 2003, Angles Partners VII (the "Partnership" or
"Registrant") adopted the liquidation basis of accounting due to the sale of its
sole investment property during the third quarter of 2003. Upon final settlement
of the Partnership's remaining liabilities, the Partnership is expected to
terminate by March 31, 2004.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at September 30,
2003, to the liquidation basis of accounting. Consequently, assets have been
valued at estimated net realizable value and liabilities are presented at their
estimated settlement amounts, including estimated costs associated with carrying
out the liquidation of the Partnership. The valuation of assets and liabilities
necessarily requires many estimates and assumptions and there are substantial
uncertainties in carrying out the liquidation. The actual realization of assets
and settlement of liabilities could be higher or lower than amounts indicated
and is based upon estimates of Angeles Realty Corporation (the "General
Partner") as of the date of the financial statements.
Included in liabilities in the statement of net assets in liquidation as of
September 30, 2003 is approximately $35,000 of costs that the General Partner
estimates will be incurred during the period of liquidation based on the
assumption that the liquidation process will be completed by March 31, 2004.
Because the success in realization of assets and the settlement of liabilities
is based on the General Partner's best estimates, the liquidation period may be
shorter than projected or it may be extended beyond the projected period.
Results of Operations
The Partnership's net income for the three and nine months ended September 30,
2003 was approximately $5,712,000 and $5,718,000, respectively, compared to net
income of approximately $37,000 and $186,000 for the corresponding periods in
2002. The increase in net income for the three and nine month periods is due to
the recognition of a gain on the sale of Cedarwood Apartments.
On September 30, 2003, the Partnership sold Cedarwood Apartments to an unrelated
third party for net proceeds of approximately $6,862,000 after payment of
closing costs and the prepayment penalty paid by the buyer. The Partnership used
approximately $2,579,000 of the net proceeds to repay the mortgage encumbering
the property. The Partnership realized a gain of approximately $6,170,000 as a
result of the sale. In addition, the Partnership recorded a loss on early
extinguishment of debt of approximately $489,000 as a result of the prepayment
penalty paid by the buyer and unamortized loan costs being written off.
Excluding the gain on sale, the Partnership's loss from operations for the three
and nine months ended September 30, 2003 was approximately $458,000 and
$452,000, respectively, compared to income of approximately $37,000 and $186,000
for the corresponding periods in 2002. The decrease in income from operations
for the three months ended September 30, 2003 is due to an increase in total
expenses partially offset by an increase in total revenues. The decrease in
income from operations for the nine months ended September 30, 2003 is due to a
decrease in total revenues and an increase in total expenses. Total revenues
increased for the three month period due to an increase in rental income. Rental
income increased for the three month period due to decreases in rental
concessions and bad debt expense at the Partnership's investment property. Total
revenues for the nine month period decreased due to a decrease in rental income.
The decrease in rental income was caused by a decrease in average occupancy at
the Partnership's investment property.
The increase in total expenses for the three and nine months ended September 30,
2003 is due to an increase in operating expenses and the loss on early
extinguishment of debt (see "Note D" above) partially offset by a decrease in
general and administrative expenses. Operating expenses increased due to
increases in maintenance and property expenses. Maintenance expense increased
due to increases in contract labor and property repairs. Property expense
increased due to increases in payroll and related expenses at the Partnership's
investment property.
General and administrative expense decreased due to decreases in Partnership
management fees which are calculated as a percentage of "Net Cash Flow From
Operations", as defined in the Partnership Agreement and in reimbursements due
to the General Partner. Costs associated with the quarterly and annual
communications with investors and regulatory agencies and the annual audit
required by the Partnership Agreement are also included in general and
administrative expenses.
Liquidity and Capital Resources
At September 30, 2003, the Partnership had cash and cash equivalents of
approximately $4,406,000 compared to approximately $144,000 at September 30,
2002. Cash and cash equivalents increased approximately $4,341,000 since
December 31, 2002, due to approximately $6,914,000 and $223,000 of cash provided
by investing and operating activities, respectively, partially offset by
approximately $2,796,000 of cash used in financing activities. Cash provided by
investing activities consisted of proceeds from the sale of Cedarwood Apartments
and net withdrawals from restricted escrows maintained by the mortgage lender,
partially offset by property improvements and replacements. Cash used in
financing activities consisted of the repayment of the mortgage encumbering
Cedarwood Apartments, distributions to partners, and principal payments on the
mortgage. The Partnership invests its working capital reserves in interest
bearing accounts.
Cedarwood Apartments: During the nine months ended September 30, 2003, the
Partnership completed approximately $91,000 of capital improvements at Cedarwood
Apartments, consisting primarily of parking lot resurfacing, perimeter fencing,
swimming pool improvements and appliance and floor covering replacements. These
improvements were funded from operating cash flow and replacement reserves.
Cedarwood Apartments was sold on September 30, 2003.
The Partnership distributed the following amounts during the nine months ended
September 30, 2003 and 2002 (in thousands, except per unit data):
Per Limited Per Limited
Nine Months Ended Partnership Nine Months Ended Partnership
September 30, 2003 Unit September 30, 2002 Unit
Operations $ 81 $ 9.23 $ 191 $21.80
Subsequent to September 30, 2003, approximately $3,950,000 (approximately
$3,555,000 or $410.08 per limited partnership unit) related to the sale of
Cedarwood Apartments was distributed to the partners. Prior to the liquidation
of the Partnership, any cash remaining after the settlement of the Partnership's
liabilities will be distributed to the partners.
Other
In addition to its indirect ownership of the general partner interest in the
Partnership, AIMCO and its affiliates owned 5,893 limited partnership units (the
"Units") in the Partnership representing 67.98% of the outstanding Units at
September 30, 2003. A number of these Units were acquired pursuant to tender
offers made by AIMCO or its affiliates. Pursuant to the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters that include, but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner. As a result of its ownership of 67.98% of the outstanding Units, AIMCO
and its affiliates are in a position to influence all voting decisions with
respect to the Partnership. Although the General Partner owes fiduciary duties
to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of
the General Partner, as general partner, to the Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.
Critical Accounting Policies and Estimates
The financial statements are prepared in accordance with accounting principles
generally accepted in the United States which require the Partnership to make
estimates and assumptions. The Partnership believes that of its significant
accounting policies, the following may involve a higher degree of judgment and
complexity.
Revenue Recognition
The Partnership generally leased apartment units for twelve-month terms or less.
Rental income attributable to leases was recognized monthly as it was earned and
the Partnership reserved all balances outstanding over thirty days. The
Partnership offered rental concessions during particularly slow months or in
response to heavy competition from other similar complexes in the area. Any
concessions given at the inception of the lease were amortized over the life of
the lease.
ITEM 3. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. The Partnership's management, with the
participation of the principal executive officer and principal financial officer
of the General Partner, who are the equivalent of the Partnership's principal
executive officer and principal financial officer, respectively, has evaluated
the effectiveness of the Partnership's disclosure controls and procedures (as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and principal financial officer of the General Partner, who are the
equivalent of the Partnership's principal executive officer and principal
financial officer, respectively, have concluded that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.
(b) Internal Control Over Financial Reporting. There have not been any changes
in the Partnership's internal control over financial reporting (as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Partnership's internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of California for the County of San Mateo. The plaintiffs named as
defendants, among others, the Partnership, its General Partner and several of
their affiliated partnerships and corporate entities. The action purported to
assert claims on behalf of a class of limited partners and derivatively on
behalf of a number of limited partnerships (including the Partnership) that are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia Financial Group, Inc.
("Insignia") and entities that were, at one time, affiliates of Insignia; past
tender offers by the Insignia affiliates to acquire limited partnership units;
management of the partnerships by the Insignia affiliates; and the series of
transactions which closed on October 1, 1998 and February 26, 1999 whereby
Insignia and Insignia Properties Trust, respectively, were merged into AIMCO.
The plaintiffs sought monetary damages and equitable relief, including judicial
dissolution of the Partnership. In addition, during the third quarter of 2001, a
complaint (the "Heller action") was filed against the same defendants that are
named in the Nuanes action, captioned Heller v. Insignia Financial Group. On or
about August 6, 2001, plaintiffs filed a first amended complaint. The Heller
action was brought as a purported derivative action, and asserted claims for,
among other things, breach of fiduciary duty, unfair competition, conversion,
unjust enrichment, and judicial dissolution.
On January 8, 2003, the parties filed a Stipulation of Settlement in proposed
settlement of the Nuanes action and the Heller action.
In general terms, the proposed settlement provides for certification for
settlement purposes of a settlement class consisting of all limited partners in
this Partnership and others (the "Partnerships") as of December 20, 2002, the
dismissal with prejudice and release of claims in the Nuanes and Heller
litigation, payment by AIMCO of $9.9 million (which shall be distributed to
settlement class members after deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent appraisals of the Partnerships' properties by a Court appointed
appraiser. An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the partnership interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners with the independent appraisals at the time of these tenders. The
proposed settlement also provided for the limitation of the allowable costs
which the General Partner or its affiliates will charge the Partnerships in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation. On April 11, 2003, notice was distributed to limited
partners providing the details of the proposed settlement.
On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector
filed an appeal seeking to vacate and/or reverse the order approving the
settlement and entering judgment thereto. The General Partner intends to file a
respondent's brief in support of the order approving settlement and entering
judgment thereto.
The General Partner does not anticipate that any costs to the Partnership,
whether legal or settlement costs, associated with these cases will be material
to the Partnership's overall operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 3.1, Amended Certificate and Agreement of the Limited
Partnership, filed as an exhibit to Form 10K dated October 31,
1978 and is incorporated herein by reference.
Exhibit 31.1, Certification of equivalent of Chief Executive
Officer pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.2, Certification of equivalent of Chief Financial
Officer pursuant to Securities Exchange Act Rules
13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.1, Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
b) Reports on Form 8-K filed during the quarter ended September
30, 2003:
Current Report on Form 8-K dated September 30, 2003 and filed
on October 14, 2003, disclosing the sale of Cedarwood
Apartments.
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/Patrick J. Foye
Patrick J. Foye
Executive Vice President
By: /s/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President
and Chief Financial Officer
Date: November 12, 2003
Exhibit 31.1
CERTIFICATION
I, Patrick J. Foye, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Angeles Partners
VII;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 12, 2003
/s/Patrick J. Foye
Patrick J. Foye
Executive Vice President of Angeles Realty
Corporation, equivalent of the chief executive
officer of the Partnership
Exhibit 31.2
CERTIFICATION
I, Paul J. McAuliffe, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Angeles Partners
VII;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: November 12, 2003
/s/Paul J. McAuliffe
Paul J. McAuliffe
Executive Vice President and Chief Financial
Officer of Angeles Realty Corporation,
equivalent of the chief financial officer of
the Partnership
Exhibit 32.1
Certification of CEO and CFO
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-QSB of Angeles Partners VII
(the "Partnership"), for the quarterly period ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
Patrick J. Foye, as the equivalent of the Chief Executive Officer of the
Partnership, and Paul J. McAuliffe, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Partnership.
/s/Patrick J. Foye
Name: Patrick J. Foye
Date: November 12, 2003
/s/Paul J. McAuliffe
Name: Paul J. McAuliffe
Date: November 12, 2003
This certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.