Resource Real Estate Investors 7, L.P. - FORM 10-Q - November 10, 2015

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EX-10.2 - EXHIBIT 10.2 - Resource Real Estate Investors 7, L.P.r7-20150930xex102.htm
EX-31.2 - EXHIBIT 31.2 - Resource Real Estate Investors 7, L.P.r7-20150930xex312.htm
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EX-10.1 - EXHIBIT 10.1 - Resource Real Estate Investors 7, L.P.r7-20150930xex101.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2015
¨
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 0-53962
Resource Real Estate Investors 7, L.P.
(Exact name of registrant as specified in its charter)
Delaware
 
26-2726308
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA  19112
(Address of principal executive offices) (Zip code)
(215) 231-7050
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No þ




RESOURCE REAL ESTATE INVESTORS 7, L.P.
INDEX TO ANNUAL REPORT
ON FORM 10-Q

 
 
PAGE
PART I
FINANCIAL INFORMATION
 
 
 
 
ITEM 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
 
 
 
ITEM 4.
 
 
 
PART II
OTHER INFORMATION
 
 
 
 
ITEM 6.
 
 
 







 






 
PART I.
FINANCIAL INFORMATION
 

ITEM 1.                FINANCIAL STATEMENTS


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)

 
September 30,
2015
 
December 31,
2014
 
(unaudited)
 
 
ASSETS
 
 
 
Rental properties, at cost:
 
 
 
Land
$
4,201

 
$
8,715

Buildings and improvements
31,795

 
58,624

Personal property
1,533

 
2,127

Identifiable intangible assets
1,496

 
2,378

Assets held for sale - Tamarlane, net
10,041

 
—

 
49,066

 
71,844

Accumulated depreciation and amortization
(9,278
)
 
(16,255
)
 
39,788

 
55,589

 
 
 
 
Cash
5,400

 
4,483

Restricted cash
1,402

 
1,989

Tenant receivables, net
18

 
20

Accounts receivable due from related parties
131

 
99

Prepaid expenses and other assets
168

 
140

Deferred financing costs, net
285

 
430

Total assets
$
47,192

 
$
62,750

 
 
 
 
LIABILITIES AND PARTNERS’ CAPITAL
 

 
 

Liabilities:
 

 
 

Mortgage notes payable
$
35,827

 
$
48,692

Accounts payable and accrued expenses
498

 
548

Real estate tax payable
822

 
988

Accrued interest
135

 
196

Payables to related parties
329

 
2,010

Prepaid rent
75

 
122

Security deposits
223

 
273

Total liabilities
37,909

 
52,829

Partners’ capital
9,283

 
9,921

Total liabilities and partners’ capital
$
47,192

 
$
62,750




The accompanying notes are an integral part of these consolidated financial statements.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
(unaudited)

 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
 
     Rental income
 
$
2,540

 
$
3,114

 
$
7,995

 
$
9,180

 
 
 
 
 
 
 
 
 
Expenses:
 
 

 
 

 
 
 
 
     Rental operating
 
1,364

 
1,579

 
4,053

 
4,689

     Management fees – related parties
 
184

 
235

 
595

 
697

     General and administrative
 
100

 
109

 
438

 
444

     Depreciation and amortization
 
499

 
670

 
1,495

 
2,048

         Total expenses
 
2,147

 
2,593

 
6,581

 
7,878

 
 
 
 
 
 
 
 
 
             Income before other income (expense)
 
393

 
521

 
1,414

 
1,302

 
 
 
 
 
 
 
 
 
Other income (expense):
 
 

 
 

 
 
 
 
     Interest expense, net
 
(433
)
 
(634
)
 
(1,546
)
 
(1,896
)
     Gain on sale of rental property
 
—

 
—

 
9,603

 
—

     Loss on disposal of fixed assets
 
(7
)
 
(2
)
 
(7
)
 
(27
)
        Net income (loss)
 
$
(47
)
 
$
(115
)
 
$
9,464

 
$
(621
)
 
 
 
 
 
 
 
 
 
Weighted average number of limited partner units outstanding
 
3,270

 
3,270

 
3,270

 
3,270

 
 
 
 
 
 
 
 
 
Net income (loss) per weighted average limited partner unit
 
$
(0.01
)
 
$
(0.04
)
 
$
2.89

 
$
(0.19
)

 


















The accompanying notes are an integral part of these consolidated financial statements.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(in thousands, except units)
(unaudited)

 
General
 
Limited Partners
 
 
 
Partner
 
Units
 
Amount
 
Total
Balance at January 1, 2015
$
1

 
3,269,655

 
$
9,920

 
$
9,921

Distributions
—

 
—

 
(10,102
)
 
(10,102
)
Net income
—

 
—

 
9,464

 
9,464

Balance at September 30, 2015
$
1

 
3,269,655

 
$
9,282

 
$
9,283










































The accompanying notes are an integral part of this consolidated financial statement.


0RESOURCE REAL ESTATE INVESTORS 7, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

 
Nine Months Ended
 
September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income (loss)
$
9,464

 
$
(621
)
Adjustments to reconcile net income (loss) to net cash (used in) provided by
  operating activities:
 

 
 

Gain on sale of rental property
(9,603
)
 
—

Depreciation and amortization
1,495

 
2,048

Amortization of deferred financing costs
103

 
152

Loss on disposal of fixed assets
7

 
27

Changes in operating assets and liabilities, excluding the effects of
acquisition:
 

 
 

Restricted cash
587

 
(75
)
Tenant receivables, net
6

 
10

Prepaid expense and other assets
(46
)
 
(75
)
    Accounts receivable - related parties
(32
)
 
85

Accounts payable and accrued expenses
160

 
56

Real estate tax payable
(165
)
 
(5
)
Accrued interest
(28
)
 
(7
)
Payables to related parties
(1,682
)
 
324

Prepaid rent
(34
)
 
14

Security deposits
1

 
5

Net cash provided by operating activities
233

 
1,938

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(485
)
 
(523
)
Proceeds from sale of rental property
24,136

 
—

Net cash provided by (used in) investing activities
23,651

 
(523
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Distributions to limited partners
(10,102
)
 
(1,230
)
Principal payments on mortgage notes payable
(12,865
)
 
(475
)
Net cash used in financing activities
(22,967
)
 
(1,705
)
 
 
 
 
Net increase (decrease) in cash
917

 
(290
)
Cash at beginning of period
4,483

 
4,957

Cash at end of period
$
5,400

 
$
4,667

 

The accompanying notes are an integral part of these consolidated financial statements.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015
(unaudited)
NOTE 1 - NATURE OF BUSINESS AND OPERATIONS
Resource Real Estate Investors 7, L.P. (“R-7” or the “Partnership”) is a Delaware limited partnership which through its wholly-owned subsidiaries owns and operates multifamily residential rental properties located in Maine, Texas and South Carolina (the “Properties”).  The Partnership also may invest in interests in real estate mortgages and other debt instruments that are secured, directly or indirectly, by multifamily residential rental properties although the Partnership held no such investments as of September 30, 2015 and December 31, 2014.  The Partnership was formed on March 28, 2008 and commenced operations on June 16, 2008.  The General Partner, Resource Capital Partners, Inc. (“RCP”, the “General Partner”, or the “GP”), is in the business of sponsoring and managing real estate investment limited partnerships.  RCP contributed $1,000 in cash as its minimum capital contribution to the Partnership.  In addition, RCP held a 5.62% limited partnership interest in the Partnership at September 30, 2015 and December 31, 2014. RCP is an indirect wholly owned subsidiary of Resource America, Inc. (“RAI”), a publicly traded company (NASDAQ: REXI) operating in the real estate, financial fund management and commercial finance sectors.
The Partnership will continue until March 28, 2016, unless terminated earlier in accordance with the First Amended and Restated Agreement of Limited Partnership (the “Agreement”).  The GP has the right to extend the Partnership term for a maximum of two years in the aggregate following the initial termination date. At this time, it is expected the Partnership will exercise the right to extend the term of the Partnership for the two one-year extensions.
The Agreement provides that income is allocated as follows: first, to the Limited Partners (“LPs”) and the GP (collectively, the “Partners”) in proportion to and to the extent of the deficit balances, if any, in their respective capital accounts; second, to the Partners in proportion to the allocations of Distributable Cash (as defined in the Agreement); and third, 100% to the LPs.  All losses are allocated as follows: first, 100% to the LPs until the LPs have been allocated losses equal to the excess, if any, of their aggregate capital account balances over the aggregate Adjusted Capital Contributions (as defined in the Agreement); second, to the Partners in proportion to and to the extent of their respective remaining positive capital account balances, if any; and third, 100% to the LPs.
Distributable cash from operations, payable monthly, as determined by the GP, is first allocated 100% to the LPs until the LP’s have received their Preferred Return (as defined in the Agreement); and thereafter, 80% to the LPs and 20% to the GP.
Distributable cash from capital transactions, as determined by the GP, is first allocated 100% to the LPs until the LPs have received their Preferred Return; second, 100% to the LPs until their Adjusted Capital Contributions have been reduced to zero; and thereafter, 80% to the LPs and 20% to the GP.
The consolidated financial statements and the information and tables contained in the notes thereto as of September 30, 2015 are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). However, in the opinion of management, these interim financial statements include all the necessary adjustments to fairly present the results of the interim periods presented. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the three and nine months ended September 30, 2015 may not necessarily be indicative of the results of operations for the full year ending December 31, 2015.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows:
Principles of Consolidation
The consolidated financial statements include the accounts of the Partnership and its wholly-owned subsidiaries, as follows:

Subsidiaries
 
Number
of Units
 
Location
RRE Tamarlane Holdings, LLC, or Tamarlane Apartments (“Tamarlane”)
 
115
 
Portland, ME
RRE Bent Oaks Holdings, LLC, or Bent Oaks Apartments (“Bent Oaks”)
 
146
 
Austin, TX
RRE Cape Cod Holdings,  LLC, or Cape Cod Apartments (“Cape Cod”)
 
212
 
San Antonio, TX
RRE Woodhollow Holdings, LLC, or Woodhollow Apartments (“Woodhollow”)
 
108
 
Austin, TX
RRE Woodland Hills Holdings, LLC (“Hills”)
 
(1) 
 
(1) 
RRE Woodland Village Holdings, LLC, or Woodland Village Apartments (“Village”)
 
308
 
Columbia, SC
 
 
889
 
 
 
(1)
The Hills was sold on March 19, 2015 (see Note 4).
All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  The Partnership estimates the allowance for uncollectible receivables and loan losses and adjusts the balance quarterly.  The Partnership also estimates the liability for real estate taxes on the properties and adjusts the balance quarterly if necessary. Actual results could differ from those estimates.
Assets Held for Sale
The Company presents the assets and liabilities of any rental properties which have been sold, or otherwise qualify as held for sale, separately in the Consolidated Balance Sheets. Real estate assets held for sale are measured at the lower of carrying
amount or fair value less cost to sell. Both the real estate and the corresponding liabilities are presented separately in the Consolidated
Balance Sheets. Subsequent to classification of an asset as held for sale, no further depreciation is recorded. The Company had one rental property included in assets held for sale as of September 30, 2015.
Supplemental Disclosure of Cash Flow Information
During the nine months ended September 30, 2015 and 2014, the Partnership paid $1.5 million and $1.8 million, respectively, in cash for interest.
Advertising
The Partnership expenses advertising costs as they are incurred.  Advertising costs, which are included in rental operating expenses, totaled $36,000 and $96,000 for the three and nine months ended September 30, 2015 and $37,000 and $101,000 for the three and nine months ended September 30, 2014, respectively.
Deferred Financing Costs
Costs incurred to obtain financing have been capitalized and are being amortized over the term of the related debt using the effective yield method.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2015
(unaudited)

Income Taxes
Income taxes or credits resulting from earnings or losses are payable by, or accrue to the benefit of, the partners; accordingly, no provision has been made for income taxes in these consolidated financial statements.
The Partnership evaluates the benefits of tax positions taken or expected to be taken in its tax returns under a two-step recognition and measurement process.  Only the largest amount of benefits from the tax positions that will more likely than not be sustainable upon examination are recognized by the Partnership.  The Partnership does not have any unrecognized tax benefits, nor interest and penalties, recorded in the Consolidated Balance Sheets or Consolidated Statements of Operations and does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months.
The Partnership is subject to examination by the U.S. Internal Revenue Service and by the taxing authorities in those states in which the Partnership has significant business operations.  The Partnership is not currently undergoing any examinations by taxing authorities.  The Partnership may be subject to U.S. federal income tax and state/local income tax examinations for years 2012 through 2014.
Revenue Recognition
Revenue is primarily derived from the rental of residential housing units with lease agreement terms of generally one year or less.  The Partnership recognizes revenue in the period that rent is earned, which is on a monthly basis.  The Partnership recognizes rent as income on a straight-line basis over the term of the related lease.  Additionally, any incentives included in the lease are amortized on a straight-line basis over the term of the related lease.
Included within rental income are other income amounts such as utility reimbursements, late fees, parking fees, pet fees and lease application fees which are recognized when earned or received.
The future minimum rental payments to be received from leases currently in place is approximately $5.7 million and $18,000 for the twelve months ending September 30, 2016 and 2017, respectively, and none thereafter.
Long-Lived Assets
The Partnership reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  If it is determined that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, an impairment charge will be recorded to reduce the carrying amount for that asset to its estimated fair value. 
Rental Properties
Rental properties are carried at cost, net of accumulated depreciation.  Buildings and improvements and personal property are depreciated for financial reporting purposes on the straight-line method over their estimated useful lives.  The value of in-place leases is amortized over the average remaining term of the respective leases on a straight-line basis.  Useful lives used for calculating depreciation for financial reporting purposes are as follows:
 
Buildings and improvements
5 - 27.5 years
 
 
Personal property
3 - 15 years
 
Tenant Receivables
Tenant receivables are stated at amounts due from tenants net of an allowance for uncollectible receivables.  Payment terms vary and receivables outstanding longer than the payment terms are considered past due.  The Partnership determines its allowance by considering a number of factors, including the length of time receivables are past due, security deposits held, the Partnership’s previous loss history, the tenants’ current ability to pay their obligations to the Partnership, the general condition of the economy and the condition of the industry as a whole.  The Partnership writes off receivables when they become uncollectible.  At September 30, 2015 and December 31, 2014, there were $75 and $44, respectively, in allowances for uncollectible receivables.



RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2015
(unaudited)

Redemptions
The LPs may request redemption of their units at any time.  The Partnership has no obligation to redeem any units and will do so only at the GP’s discretion.  If the Partnership redeems units, the redemption price is generally the amount of the initial investment less all distributions from the Partnership to the LP, and less all organization and offering expenses charged to the LP.
Recent Accounting Standards
In April 2014, the Financial Accounting Standards Board ("FASB") issued authoritative guidance to change the criteria for reporting discontinued operations.  Under the new guidance, only disposals representing a strategic shift in a company's operations and financial results should be reported as discontinued operations, with expanded disclosures.  In addition, disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify as discontinued operations is required.  This guidance is effective for the Partnership as of January 1, 2015. This amendment has had no impact on the Partnership's financial statements. 
         
Accounting Standards Issued But Not Yet Effective.

In May 2014, FASB issued Accounting Standards Update (“ASU") No. 2014-09, “Revenue from Contracts with Customers”, which will replace most existing revenue recognition guidance in GAAP.  The core principle of ASU No. 2014-09 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services.  ASU No. 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU No. 2014-09 will be effective for the Partnership beginning January 1, 2018, including interim periods in 2018, and allows for both retrospective and prospective methods of adoption. The Partnership is in the process of determining the method of adoption and assessing the impact of this guidance on the Partnership’s consolidated financial position, results of operations and cash flows.

In August 2014, FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern." Under the new guidance, an entity should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of the new requirements is not expected to have a significant impact on the Partnership's consolidated financial statements.

In January 2015, FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The amendments in ASU No. 2015-01 eliminate from GAAP the concept of extraordinary items. Although the amendment will eliminate the requirements for reporting entities to consider whether an underlying event or transaction is extraordinary, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring.  ASU No. 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Partnership does not expect the adoption of ASU No. 2015-01 to have a significant impact on its consolidated financial statements.

In February 2015, FASB issued ASU 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" (“ASU 2015-02”), which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest
entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU 2015-02 is effective for the Partnership beginning January 1, 2016. The Partnership is continuing to evaluate this guidance; however, it does not expect the adoption of ASU 2015-02 to have a significant impact on its consolidated financial statements.


RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2015
(unaudited)

In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Upon adoption, the Partnership will apply the new guidance on a retrospective basis and adjust the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance. This guidance is effective for the Partnership beginning January 1, 2016. The Partnership is continuing to evaluate this guidance; however, it does not expect the adoption of ASU 2015-03 to have a significant impact on its consolidated financial statements.

In September 2015, FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"), which eliminates the requirement to retroactively revise comparative financial information for prior periods presented in financial statements due to changes in provisional amounts recorded for acquisitions in subsequent periods. Upon adoption, disclosure of the amounts recorded in current-period earnings that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized at the acquisition date are required. ASU 2015-16 is effective for the Partnership beginning January 1, 2016. The Partnership is continuing to evaluate this guidance; however, it does not expect the adoption of ASU 2015-16 to have a significant impact on its consolidated financial statements.
NOTE 3 - RESTRICTED CASH
Restricted cash represents escrow deposits with lenders to be used to pay real estate taxes, insurance, and capital improvements.  A summary of the components of restricted cash follows (in thousands):
 
September 30,
2015
 
December 31,
2014
Real estate taxes
$
791

 
$
1,089

Insurance
135

 
227

Capital improvements
476

 
673

Total
$
1,402

 
$
1,989

NOTE 4 - SALE OF RENTAL PROPERTY
In March 2015, the Partnership sold its interest in Hills, a multifamily residential apartment complex, and recognized a gain of $9.6 million on the sale.    
NOTE 5 - DEFERRED FINANCING COSTS
Deferred financing costs include unamortized costs incurred to obtain financing which are being amortized over the term of the related debt.  Accumulated amortization as of September 30, 2015 and December 31, 2014 was $1.0 million and $1.2 million, respectively.  Estimated amortization of the Properties’ existing deferred financing costs for the next four years ending September 30, is as follows (in thousands):
2016
$
85

2017
83

2018
82

2019
35

 
$
285



RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2015
(unaudited)

NOTE 6 - MORTGAGE NOTES PAYABLE
The following is a summary of mortgage notes payable (in thousands, except percentages):
 
 
Balance at
 
Balance at
 
 
 
 
 
 
 
     Property
 
September 30,
2015
 
December 31,
2014
 
Maturity
Date
 
Annual
Interest Rate
 
Monthly
Debt Service
 
Tamarlane
 
$
8,906

 
$
8,906

 
05/01/2016
 
2.69%
 
$
20

(1) 
Tamarlane
 
919

 
935

 
05/01/2016
 
2.69%
 
$
5

(3) 
Bent Oaks
 
5,754

 
5,820

 
01/01/2019
(4) 
5.99%
(4) 
$
37

(2) 
Cape Cod
 
5,975

 
6,045

 
01/01/2019
(4) 
5.91%
(4) 
$
38

(2) 
Woodhollow
 
4,936

 
4,991

 
01/01/2019
(4) 
6.14%
(4) 
$
32

(2) 
Hills
 
—

 
12,527

 
01/01/2016
(5) 
—%

$
—

(5) 
Village
 
9,337

 
9,468

 
04/01/2019
 
3.76%
(2) 
$
44

(2) 
Total
 
$
35,827

 
$
48,692

 
 
 
 
 
 

 
 
(1)
Interest only through the date of maturity, at which time the principal is due. The Partnership exercised the option to extend the maturity date of the Tamarlane mortgage note for an additional one year to May 1, 2016. Interest will be variable and calculated monthly based upon the one-month British Bankers Association London Interbank Offered Rate ("LIBOR") plus 2.5% for the term of the loan. The LIBOR at September 30, 2015 was 19 basis points.
(2)
Monthly payment includes principal and interest.
(3)
Monthly payment includes principal and interest. The Partnership exercised the option to extend the maturity date of the Tamarlane mortgage note for an additional one year to May 1, 2016. Interest will be variable and calculated monthly based upon the one-month LIBOR plus 2.5% for the term of the loan. The LIBOR at September 30, 2015 was 19 basis points.
(4)
The Partnership has an option to extend the maturity date for an additional one year to January 1, 2020.  During the extension period, the interest rate would convert to the one-month LIBOR plus 2.5%. The LIBOR at September 30, 2015 was 19 basis points.
(5)
On March 19, 2015, the Partnership paid the balance of the mortgage with the proceeds from the sale of the Hills.
Annual principal payments on the mortgage notes payable for each of the next four years ending September 30, are as follows (in thousands):
2016
 
$
10,270

2017
 
472

2018
 
498

2019
 
24,587

 
 
$
35,827

The mortgage notes payable are with recourse only to the Properties securing them subject to certain limited standard exceptions, as defined in the mortgage notes, which the GP has guaranteed with respect to each property.  These exceptions are referred to as “carveouts”.  In general, carveouts relate to damages suffered by the lender for a subsidiary’s failure to pay rents, insurance or condemnation proceeds to the lender, to pay water, sewer and other public assessments or charges, to pay environmental compliance costs or to deliver books and records, in each case as required in the loan documents.  The exceptions also require the GP to guarantee payment of audit costs, lender’s enforcement of its rights under the loan documents and payment of the loan if the subsidiary voluntarily files for bankruptcy or seeks reorganization, or if a related party of the subsidiary does so with respect to the subsidiary.
NOTE 7 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
     In the ordinary course of its business operations, the Partnership has ongoing relationships with several related entities. Receivables from and payables to related parties are summarized as follows (in thousands):
    

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2015
(unaudited)

Substantially all of the accounts receivable due from related parties represents escrow funds held by RAI for self-insurance. The Partnership's properties participate in insurance pools with other properties directly and indirectly managed by RAI for both property insurance and general liability. RAI holds the escrow funds related to the insurance pools on its books. The insurance pool covers losses up to $2.5 million for property losses and $750,000 for general liability losses. Catastrophic insurance covers property losses in excess of the insurance pool up to $85.0 million. Unforeseen or catastrophic losses in excess of the Partnership's insured limits could have a material adverse on the Partnership's financial condition and operating results.
RCP is entitled to receive an annual investment management fee, payable monthly, equal to 1% of the gross offering proceeds, net of any amounts otherwise attributable to LP interests owned by RCP.  During the term of the Partnership, RCP must subordinate up to 100% of its annual investment management fee to the receipt by the LPs of their Preferred Return.  As of September 30, 2015 and December 31, 2014, the amount of unpaid subordinated investment management fees totaled $119,000 and $1.9 million, respectively. The annual investment management fee was paid down with proceeds from the sale of Woodland Hills in the first quarter.
A wholly-owned subsidiary of RCP, Resource Real Estate Management, LLC (“RREML”) is entitled to receive property and debt management fees.  RREML engaged Resource Real Estate Management, Inc (“RREMI”), an indirect wholly owned subsidiary of RAI, to manage the Partnership’s Properties.  As of September 30, 2015 and December 31, 2014, property management fees due totaled $108,000 and $85,000, respectively.
During the ordinary course of business, RCP and RREMI advance funds for ordinary operating expenses on behalf of the Properties.  As of September 30, 2015 and December 31, 2014, advances due totaled $102,000 and $67,000, respectively.
The Partnership pays Investment Management Fees and Property Management Fees to related parties.  These expenses are summarized as follows (in thousands):
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2015
 
2014
 
2015
 
2014
RCP:
 
 
 
 
 
 
 
    Investment management fees
$
59

 
$
82

 
$
196

 
$
242

 
 
 
 
 
 
 
 
RREML:
 

 
 

 
 
 
 
    Property management fees - 5% of gross cash receipts
125

 
153

 
399

 
455

 
$
184

 
$
235

 
$
595

 
$
697

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In analyzing the fair value of its financial instruments disclosed or accounted for on a fair value basis, the Partnership follows the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The Partnership determines fair value based on quoted prices when available or, if quoted prices are not available, through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the financial instruments.  The fair value of cash, tenant receivables and accounts payable approximate their carrying values due to their short term nature.  The hierarchy followed defines three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. 
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or can be corroborated with observable market data for substantially the entire contractual term of the asset.
Level 3 - Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset and are consequently not based on market activity, but rather through particular valuation techniques.

RESOURCE REAL ESTATE INVESTORS 7, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
SEPTEMBER 30, 2015
(unaudited)

The following methods and assumptions were used to estimate the fair value of the Partnership’s financial instruments:
•
Mortgage notes payable.  Rates currently available to the Partnership for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
The estimated fair value measurements of the mortgage notes payable are classified within level 3 of the fair value hierarchy.
The carrying amounts and estimated fair values of the Partnership’s financial instruments were as follows (in thousands):
 
September 30, 2015
 
December 31, 2014
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
Fair Value
Mortgage notes payable:
 
 
 
 
 
 
 
Tamarlane
$
9,825

 
$
9,751

 
$
9,842

 
$
9,867

Bent Oaks
5,754

 
6,175

 
5,820

 
6,327

Cape Cod
5,975

 
6,398

 
6,045

 
6,554

Woodhollow
4,936

 
5,281

 
4,990

 
5,416

Hills
—

 
—

 
12,527

 
12,342

Village
9,337

 
9,353

 
9,468

 
9,485

Total mortgage notes payable
$
35,827

 
$
36,958

 
$
48,692

 
$
49,991


NOTE 9 - SALE OF PROPERTIES

On September 30, 2015, the Partnership signed a contract to sell Tamarlane.
NOTE 10 - SUBSEQUENT EVENTS
The Partnership has evaluated subsequent events through the date these consolidated financial statements were issued and determined that no other events have occurred which would require an adjustment to the consolidated financial statements.



ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unaudited)
This report contains certain forward-looking statements.  Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expects,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “will” and “would” or the negative of these terms or other comparable terminology.  Such statements are subject to the risks and uncertainties inherent in partnerships that invest in real estate and real estate assets, including those referred to in our filings under the Securities Exchange Act of 1934.  These risks and uncertainties could cause actual results to differ materially.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  We undertake no obligation to publicly revise or update these forward-looking statements to reflect events or circumstances after the date of this report, except as may be required under applicable law.

Overview
We are a Delaware limited partnership that was formed on March 28, 2008 and commenced operations on June 16, 2008.  Through wholly owned subsidiaries, we own in fee, operate and invest in multifamily residential rental properties located in Maine, South Carolina and Texas, which we refer to as our Properties.   We also may invest in interests in real estate mortgages and other debt instruments that are secured, directly or indirectly, by a multifamily residential rental property or an interest in an entity that directly owns such a property.  As of September 30, 2015, we did not own any real estate debt investments.  If we were to acquire mortgages or other real estate debt investments in the future, these investments would be in an amount that would not cause us to become an investment company within the meaning of Section 3(a)(1) of the Investment Company Act of 1940.
The Partnership has begun the process of dissolution through the strategic disposal of assets. On March 19, 2015, the Partnership sold its interest in Woodland Hills. On September 30, 2015, the Partnership entered into a purchase and sale agreement to sell Tamarlane in Portland, Maine. The sale is expected to be completed in December 2015.
As of September 30, 2015, we have six subsidiaries and we own five multifamily residential rental Properties through our 100% owned subsidiaries, as follows:
Subsidiary / Property
 
Purchase
Date
 
Leverage
Ratio (1)
 
Number
of Units
 
Property
Location
RRE Tamarlane Holdings, LLC, or Tamarlane
 
07/31/2008
 
68%
 
115
 
Portland, ME
RRE Bent Oaks Holdings, LLC, or Bent Oaks
 
12/10/2008
 
57%
 
146
 
Austin, TX
RRE Cape Cod Holdings, LLC, or Cape Cod
 
12/10/2008
 
57%
 
212
 
San Antonio, TX
RRE Woodhollow Holdings, LLC, or Woodhollow
 
12/12/2008
 
60%
 
108
 
Austin, TX
RRE Woodland Hills Holdings, LLC, or Hills (2)
 
12/19/2008
 
65%
 
—
 
(2)
RRE Woodland Village Holdings, LLC, or Village
 
03/07/2012
 
77%
 
308
 
Columbia, SC
 
 
 
 
 
 
889
 
 
 
(1)
Original face value of mortgage divided by total property capitalization, including reserves, escrows, fees and closing costs.
(2)
The Hills, a 228 unit multifamily apartment complex in Georgia, was sold on March 19, 2015.



The following tables set forth operating statistics about our multifamily residential rental properties:
 
 
Average
Occupancy Rate (1)
 
Average Effective Rent
per Square Foot (2)
 
Ratio of Operating
Expense to Revenue (3)
 
 
Three Months Ended 
 September 30,
 
Three Months Ended 
 September 30,
 
Three Months Ended 
 September 30,
Property
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Tamarlane
 
98.1%
 
98.5%
 
$
1.49

 
$
1.42

 
38%
 
40%
Bent Oaks
 
94.0%
 
97.0%
 
$
1.26

 
$
1.24

 
66%
 
47%
Cape Cod
 
95.0%
 
95.4%
 
$
1.02

 
$
0.97

 
72%
 
62%
Woodhollow
 
94.6%
 
93.7%
 
$
1.10

 
$
1.07

 
68%
 
53%
Village
 
94.6%
 
93.5%
 
$
0.55

 
$
0.53

 
65%
 
61%


 
 
Average
Occupancy Rate (1)
 
Average Effective Rent
per Square Foot (2)
 
Ratio of Operating
Expense to Revenue (3)
 
 
Nine Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
Property
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Tamarlane
 
97.9%
 
96.4%
 
$
1.44

 
$
1.33

 
37%
 
40%
Bent Oaks
 
92.3%
 
96.6%
 
$
1.22

 
$
1.22

 
59%
 
52%
Cape Cod
 
94.0%
 
94.1%
 
$
0.99

 
$
0.96

 
61%
 
60%
Woodhollow
 
94.0%
 
95.0%
 
$
1.07

 
$
1.07

 
63%
 
54%
Village
 
94.6%
 
93.9%
 
$
0.55

 
$
0.54

 
61%
 
62%
 
(1)
Number of occupied units divided by total units adjusted for any unrentable units; average calculated on a weekly basis.
(2)
Average rental revenue divided by total rentable square footage.  We calculate average rental revenue by dividing gross rental revenue by the number of months in the period.
(3)
Rental operating expenses, excluding certain one-time expenses funded from reserves for capital expenditures, and general and administrative expenses, excluding asset management fees and transaction expenses, as a percentage of rental income, excluding any adjustment for concessions.
Results of Operations
We generate our income from the net revenues we receive from our Properties. In addition to the rental revenues we also generate funds from the sales or refinancing of our Properties as seen with the sale of the Hills in the first quarter of 2015 and expected sale of Tamarlane in the fourth quarter of 2015. Should economic conditions in the areas in which our Properties are located deteriorate, we could experience lower occupancy, lower rental revenues and higher operating costs, all of which could harm our operations and financial condition, reduce the value of our Properties and limit our ability to make distributions to our limited partners.
Our operating results and cash flows from our Properties are affected by four principal factors:
•
occupancy and rental rates,
•
property operating expenses,
•
interest rates on the related financing, and
•
capital expenditures.
•
proceeds from property dispositions
The amount of rental revenues from our Properties depends upon their occupancy rates and concessions granted.  We seek to maximize our rental revenues through aggressive property-level programs, including, in particular, our Lease Rent Optimizer, or LRO, program which includes rent concessions.  Under our LRO program, we seek to price our rents for apartment units on a daily basis, based upon inventory in the marketplace and competitors’ pricing.  Our Properties experienced an overall decrease in the average occupancy rate during the nine months ended September 30, 2015 of approximately 0.6%, with an average occupancy of 94.6% as compared to an average occupancy rate of 95.2% during the same period of 2014. This fluctuation is within our expected range.


Our Properties experienced an overall increase in the average effective rent per square foot of $0.07 during the nine months ended September 30, 2015 compared to the same period in 2014 for the same Properties. The net impact of the lower average occupancy rate offset by the higher average effective rent per square foot during the quarter ending September 30, 2015 was to increase rental revenue for the quarter.
We seek to control operating expenses through our General Partner’s automated purchase order system that compares actual to budgeted expenses and requires management approval of variances, and through the use of third-party service providers to seek best available pricing.
With the exception of two Tamarlane mortgage notes, our existing financing is at fixed rates of interest and, accordingly, our interest cost has remained relatively stable during the period of our ownership of the Properties. Based upon current economic conditions and their effect on interest rates, and because two of our mortgage notes otherwise due on May 1, 2015 had options to extend the maturity dates for one year, which we exercised, we expect that our financing costs will remain relatively stable during fiscal year 2015. The interest rate on the two mortgage notes which have been extended to May 1, 2016 were converted to the Federal Home Loan Mortgage Corporation Bill Index Rate plus 2.5%. However, should interest rates change materially, the interest component of our variable rate financing, which is based upon either the Federal Home Loan Mortgage Corporation Bill Index Rate plus 2.5% or the one-month London Interbank Offered Rate plus 323 basis points, and is capped at 7%, could change.

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014
The following table sets forth the results of our operations for the periods indicated (in thousands, except per unit data):
 
 
September 30,
 
Increase (Decrease)
 
 
2015
 
2014
 
Amount
 
Percent
Revenues:
 
 
 
 
 
 
 
 

     Rental income
 
$
2,540

 
$
3,114

 
$
(574
)
 
(18
)%
 
 
 
 
 
 
 
 


Expenses:
 
 

 
 

 
 

 


     Rental operating
 
1,364

 
1,579

 
(215
)
 
(14
)%
     Management fees – related parties
 
184

 
235

 
(51
)
 
(22
)%
     General and administrative
 
100

 
109

 
(9
)
 
(8
)%
     Depreciation and amortization
 
499

 
670

 
(171
)
 
(26
)%
         Total expenses
 
2,147

 
2,593

 
(446
)
 
(17
)%
             Income before other income (expense)
 
393

 
521

 
(128
)
 
(25
)%
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 

 
 

 
 

 
 

     Interest expense, net
 
(433
)
 
(634
)
 
(201
)
 
(32
)%
     Loss on disposal of fixed assets
 
(7
)
 
(2
)
 
5

 
250
 %
        Net (loss)
 
$
(47
)
 
$
(115
)
 
$
(68
)
 
(59
)%
 
 
 
 
 
 
 
 
 
Weighted average number of limited partner units outstanding
 
3,270

 
3,270

 
 

 
 

 
 
 
 
 
 
 
 
 
Net (loss) per weighted average limited partner unit
 
$
(0.01
)
 
$
(0.04
)
 
 

 
 

Revenues
We attribute the $574,000 decrease in revenues principally to the sale of the Hills property in the first quarter. Average effective rent per square foot and occupancy rates have varied within our expected range.
Expenses
We attribute the $446,000 decrease in expenses principally to:
•
a $215,000 decrease in operating expense of which $200,000 is directly attributable to the sale of the Hills and $15,000 relates to a decrease in repair and maintenance expense on the remaining properties.


•
a $51,000 decrease in management fees corresponding to the decrease in revenues attributable to the Hills.
•
a $171,000 decrease in depreciation and amortization primarily related to the sale of the Hills.
Other income (expense)
•
a $201,000 decrease in interest expense attributed to the sale of the Hills and the pay-off of the mortgage of the disposed property.
Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
The following table sets forth the results of our operations for the periods indicated (in thousands, except per unit data):
 
 
September 30,
 
Increase (Decrease)
 
 
2015
 
2014
 
Amount
 
Percent
Revenues:
 
 
 
 
 
 
 
 

     Rental income
 
$
7,995

 
$
9,180

 
$
(1,185
)
 
(13
)%
 
 
 
 
 
 
 
 
 
Expenses:
 
 

 
 

 
 

 
 

     Rental operating
 
4,053

 
4,689

 
(636
)
 
(14
)%
     Management fees – related parties
 
595

 
697

 
(102
)
 
(15
)%
     General and administrative
 
438

 
444

 
(6
)
 
(1
)%
     Depreciation and amortization
 
1,495

 
2,048

 
(553
)
 
(27
)%
         Total expenses
 
6,581

 
7,878

 
(1,297
)
 
(16
)%
             Income before other income (expense)
 
1,414

 
1,302

 
112

 
9
 %
 
 
 
 
 
 
 
 
 
Other income (expense):
 
 

 
 

 
 

 
 

     Interest expense, net
 
(1,546
)
 
(1,896
)
 
350

 
(18
)%
     Gain on sale of rental property
 
9,603

 
—

 
9,603

 
100
 %
     Loss on disposal of fixed assets
 
(7
)
 
(27
)
 
(20
)
 
(74
)%
        Net income (loss)
 
$
9,464

 
$
(621
)
 
$
10,085

 
1,624
 %
 
 
 
 
 
 
 
 
 
Weighted average number of limited partner units outstanding
 
3,270

 
3,270

 
 

 
 

 
 
 
 
 
 
 
 
 
Net income (loss) per weighted average limited partner unit
 
$
2.89

 
$
(0.19
)
 
 

 
 

Revenues
We attribute the $1.2 million decrease in revenues principally to the sale of the Hills property in the first quarter. Average effective rent per square foot and occupancy rates have varied within our expected range.
Expenses
We attribute the $1.3 million decrease in expenses principally to:
•
a $636,000 decrease in rental operating expenses primarily due to a $135,000 decrease in insurance expense as a result of limited losses in the property insurance and general liability insurance pool portfolio managed by RAI. $413,000 decrease in operating expenses resulted from decrease in repair and maintenance expenses due to sale of the Hills in the first quarter and a $87,000 decrease in real estate taxes is primarily attributable to the sale of the Hills.
•
a $553,000 decrease in depreciation and amortization of which $519,000 related to the sale of the Hills.
Other income (expense)
•
a $10.1 million increase in other income (expense) is due to the gain of $9.6 million realized on the sale of Hills.
•
a $350,000 decrease in interest expense is related to the amortization of principal balances on our mortgage notes and the payoff of the Hills mortgage upon sale of the Property.


Liquidity and Capital Resources
The following table sets forth our sources and uses of cash (in thousands):
 
 
Nine Months Ended
 
 
September 30,
 
 
2015
 
2014
Cash provided by operating activities (1) 
 
$
233

 
$
1,938

Provided by (used in) investing activities
 
23,651

 
(523
)
Used in financing activities
 
(22,967
)
 
(1,705
)
Net increase (decrease) in cash
 
$
917

 
$
(290
)
 
(1)
Includes changes in operating assets and liabilities.
Our liquidity needs consist principally of funds to pay the Properties’ debt service, operating expenses, capital expenditures and monthly distributions to the limited partners.  Our ability to meet our liquidity needs will be subject to our ability to generate cash from both operations and sales, and to control property operating expenses. The ability to generate cash from operations will depend on the occupancy rates, rates charged to tenants compared with competing properties in the area and the ability of tenants to pay rent.  Occupancy rates can fluctuate based on changes in local market conditions where the Properties are located such as: excessive building resulting in an oversupply of similar properties, deterioration of surrounding areas, a decrease in market rates or local economic conditions including unemployment rates.  The rental rates charged to tenants compared to competing properties can be impacted by a lack of perceived safety, convenience and attractiveness of a property. We have retained a portion of the proceeds from the sale of the Hills to ensure adequate operating liquidity for the remaining term of the fund, pay off related debt and make distribution to investors. We have retained a portion of the proceeds from the sale of the Hills to ensure adequate funding for the future capital expenditures which we may determine to be necessary to position the remaining properties for eventual sale.

Under our capital improvements program, we expect to spend approximately $2.5 million in the next two and a half years for property improvements intended to increase the Properties’ appeal to tenants. As we implement planned improvements to our Properties, we seek to maintain our occupancy rates and, potentially, to increase our rental rates and our cash flow from operating activities.
We are planning improvements to the Properties for the two and a half years based on the assumption that the General Partner will exercise its right to extend the term of the partnership for the two one-year extensions. At this time, we expect that the General Partner will, in fact, do so in order to maximize the return to our investors.
The following table sets forth the capital expenditures incurred during the nine months ended September 30, 2015 and estimated future capital expenditures, which are discretionary in nature (in thousands):
Subsidiaries
 
Capital
Expenditures
 
Future
Discretionary
Capital
Expenditures
Tamarlane
 
$
80

 
$
12

Bent Oaks
 
32

 
529

Cape Cod
 
103

 
807

Woodhollow
 
45

 
429

Hills
 
6

 
—

Village
 
219

 
751

Total
 
$
485

 
$
2,528

Our capital expenditures were $485,000 during the nine months ended September 30, 2015.  We have planned a series of future major capital projects for our Properties, including further landscaping, parking lot paving, signage upgrades, upgrades to exterior structures, replacing the HVAC condensing units and replacing water heaters.  We review future expenditures periodically and adjust them based on both operating results and local market conditions.  If market conditions improve and there is an acceptable return on the additional expenditures, we will consider restoring a previously contemplated interior upgrade program.  We cannot assure you that we will complete projects currently planned or that we will not change our plans in response to changes in market conditions. Any excess cash flow not used for capital expenditures would be distributed to the investors.


In connection with the acquisitions of our Properties, we have $35.8 million of total mortgage financing outstanding.  For information regarding mortgage financing with respect to each Property, see Note 6 of the notes to our consolidated financial statements.
Our payables to related parties consist of investment management fees due to our General Partner, payable monthly, equal to 1% of the gross offering proceeds, net of any limited partnership interest owned by the General Partner.  The General Partner must subordinate up to 100% of its annual investment management fee to the receipt by the limited partners of their Preferred Return.  The limited partners received their Preferred Return during the nine months ended September 30, 2015 due to the sale of the Hills. As a result, the subordinated investment management fee of $1.94 million was paid as of September 30, 2015. The investment management fee continues to accrue for the remaining rental properties.
Our debt service requirements for the next 12 months are $10.3 million in the aggregate.
Redemption of Units
We are permitted, in our General Partner’s sole discretion, to redeem units upon a unitholder’s request.  However, we have no obligation to redeem units at any time, and we can decline to redeem units for any reason.  Cumulatively through September 30, 2015, a total of 5,000 units have been redeemed at an aggregate price of $46,710, although no units were redeemed in the three or nine months then ended.
Legal Proceedings
We are a party to various routine legal proceedings arising out of the ordinary course of our business.  Management believes that none of these actions, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and cost and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to certain accrued liabilities. We base our estimates on historical experience and on various other assumptions that we believe reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For a discussion of our critical accounting policies and estimates, see the discussion in our Annual Report on Form 10-K for the year ended December 31, 2014.
Off-Balance Sheet Arrangements
As of September 30, 2015 and December 31, 2014, we did not have any off-balance sheet arrangements or obligations, including contingent obligations, other than guarantees by the General Partner of certain limited standard expectations to the non-recourse nature of the mortgage notes which are secured by the Properties.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Omitted pursuant to Regulation S-K, Item 305(e).
ITEM 4.
CONTROLS AND PROCEDURES
Disclosure Controls
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our General Partner, including its chief executive officer and its chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.


Under the supervision of the chief executive officer and chief financial officer of our General Partner, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the quarter ended September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II

OTHER INFORMATION

ITEM 6.        EXHIBITS
Exhibit No.
 
Description
3.1
 
Amended and Restated Agreement of Limited Partnership. (1)
3.2
 
Certificate of Limited Partnership. (1)
4.1
 
Forms of letters sent to limited partners confirming their investment. (1)
10.1
 
Agreement of Purchase and Sale - Casco Bay Portfolio
10.2
 
Agreement of Purchase and Sale - Woodland Hills
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
 
Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
101.1
 
The following information from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statement of Changes in Partners' Capital; and (iv) Consolidated Statements of Cash Flows.
(1)
Filed previously as an exhibit to the Partnership’s registration statement on Form 10 for the year ended December 31, 2008 and by this reference incorporated herein.






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
RESOURCE REAL ESTATE INVESTORS 7, L.P.
 
By:  Resource Capital Partners, Inc., its general partner
 
 
November 10, 2015
By:         /s/ Kevin M. Finkel
 
KEVIN M. FINKEL
 
President
 
(Principal Executive Officer)
November 10, 2015
By:        /s/ Steven R. Saltzman
 
STEVEN R. SALTZMAN
 
Vice President – Finance
 
(Principal Financial and Accounting Officer)


Resource Real Estate Investors 7, L.P. Reports