Item 1. Business --------
a. General Development of Business
Diversified Historic Investors VII ("Registrant") is a limited partnership formed in 1988 under Pennsylvania law. As of December 31, 2001, Registrant had outstanding 17,839 units of limited partnership interest (the "Units").
Registrant is presently in its operating stage. It originally owned seven properties or interests therein. Interests in two properties have been lost through foreclosure of the properties, and interests in two others have been reduced substantially. See Item 2.
Item 2. Properties ----------
As of December 31, 2001, Registrant owned controlling interests in two partnerships which each own one property and minority interests in two additional partnerships which each own one property. A summary description of each property is given below.
a. Flint-Goodridge Apartments - consists of a 93 unit low income housing facility at 2425 Louisiana Avenue in New Orleans, Louisiana. In July 1989, Registrant acquired a 90% interest in Flint- Goodridge General Partnership ("FGGP"), a general partnership which owns Flint-Goodridge Apartments, for a cash contribution of $2,808,000. Registrant subsequently capitalized $574,000 in acquisition costs related to the investment. FGGP acquired and rehabilitated the buildings for $5,108,022 ($100.99 per sf), including a mortgage note payable of $2,427,000. The note bears interest at 10% and both principal (based on a 30-year amortization) and interest are payable monthly until June 2020. The principal balance at December 31, 2001 was $2,102,398. In addition, FGGP entered into a 45-year ground lease for the land on which the buildings are located for a lump sum rent of $90,000 payable at the inception of the lease.
The property is managed by a property management firm which is an affiliate of the Registrant's general partner in FGGP. As of December 31, 2001, 90 units were under lease (97%) with monthly rents ranging from $501 to $714. All leases are renewable, one-year leases. The occupancy rate was 94% for 2000, 89% for 1999, 91% for 1998, and 95% for 1997. The monthly rental range has been relatively the same since 1997. For tax purposes, this property has a tax basis of $4,212,019 and the building is depreciated using the straight-line method of depreciation with a useful life of 27.5 years. The annual real estate taxes are $28,536, which is based on an assessed value of $442,540 taxed at a rate of $169.69 per $1,000. No one tenant occupies ten percent or more of the building. It is the opinion of the management of the Registrant that the property is adequately covered by insurance.
b. Robidoux School Apartments - consists of a 60 unit low income housing facility at 201 South 10th Street in St. Joseph, Missouri. In September 1989, Registrant acquired a 99% general partnership interest in Robidoux Redevelopment Joint Venture ("RRJV"), a Missouri general partnership which owns the property, for a cash capital contribution of $2,400,000. Registrant subsequently capitalized $446,000 in acquisition costs relating to the investment. The cost to acquire and rehabilitate the property was $3,641,993 ($99.52 sf) including a construction loan of $1,450,000, a Community Development Block Grant ("CDBG") loan of $74,000 (the loan was paid off as of August 1, 2000), and a CDBG grant of $38,500. A portion of the construction loan was paid through a line of credit extended by another lender ($470,762 principal outstanding at December 31, 2001) which bears interest at the prime rate (5.0% at December 31, 2001 and 9.5% at December 31, 2000, respectively) and is due October 2008. This loan is personally guaranteed by an affiliate of the Registrant's general partner. On October 30, 1995, the balance of the construction loan was repaid with two new loans, one for $850,000 and the other for $200,000. The first loan bears interest at 7.75% with monthly principal and interest payments based on a 30 year amortization, principal balance due in October 2005. At December 31, 2001, there was $737,344 outstanding on the loan. The second loan had an interest rate of 8.75% and was due in March 1996. It was repaid by an advance in March 1996 from David E. Slattery, an affiliate of the Registrant's general partner. The advance will be repaid out of available cash flow and is non-interest bearing. The CDBG loan bears interest at 1% and both principal and interest were payable monthly until it matured in September 2000.
The property is managed by an independent property management firm. As of December 31, 2001, 57 apartment units were under lease (95%), with monthly rents ranging from $275 to $420. All leases are renewable, one-year leases. The occupancy rate was 100% for 2000, 98% for 1999, 95% for 1998, and 99% for 1997. The monthly rental range has been approximately the same since 1997. For tax purposes, this property has a federal tax basis of $4,371,496 and is depreciated using the straight-line method of depreciation with a useful life of 27.5 years. The annual real estate taxes are $1,594 which is based on an assessed value of $29,890 taxed at a rate of $1.59 per $1,000. No one tenant occupies ten percent or more of the building. It is the opinion of the management of the Registrant that the property is adequately covered by insurance.
c. The Bakery Apartments - consists of 68 apartment units at 1111 South Peters Street in New Orleans, Louisiana. In March 1991, the Registrant acquired a 16.83% general partnership interest in The Bakery Apartments General Partnership ("BAGP"), a Louisiana general partnership which owns the property, for a cash contribution of $300,000. Certain affiliates of the Registrant simultaneously acquired 82.17% of the general partnership interests in BAGP for an aggregate cash contribution of $1,400,000. BAGP subsequently capitalized $242,040 in acquisition costs relating to the investment. BAGP acquired and rehabilitated the property for $5,029,000 ($65.18 per sf). The rehabilitation of the property was financed in part with two loans, one for $3,135,000 and the other for $201,500 (principal balance of $189,371 at December 31, 2001). The first loan bore interest at 8.25%, with monthly principal and interest payments based on a 30-year amortization schedule, principal was due in 1999. The second loan is from the general partner of BAGP and has the same terms as the first loan. The first loan was refinanced in November 1998. The new loan was for $3,100,000 (principal balance of $2,997,538 at December 31, 2001), bears interest at 6.775%, is payable in monthly payments of principal and interest in the amount of $20,158 and is due in November 2008. In March 1991, a $175,000 collateral mortgage note (principal balance of $152,385 at December 31, 2001) was issued to the developer/partner for working capital advances. This note bears interest at 9% with payments based on available positive cash flow of the property. In order to satisfy certain credit requirements of the lender, the Registrant exchanged its general partnership interest for a limited partnership interest in a reconstituted partnership. However, the Registrant retained substantially the same rights and privileges as it had as a general partner.
On May 28th 2003, the Bakery Apartments was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
The property is managed by a property management firm which is an affiliate of the general partner of BAGP. As of December 31, 2001, 64 units are under lease (94%) with rents ranging from $505 to $2,065. All leases are renewable, one-year leases. The occupancy rate was 100% for 2000, 91% for 1999, 96% for 1998, and 94% for 1997. The monthly rental range has been approximately the same since 1996. For tax purposes, this property has a basis of $3,446,624 and the building is depreciated using the straight-line method with a useful life of 27.5 years. The annual real estate taxes are $13,958.23 which is based on an assessed value of $75,210 taxed at a rate of $18.56 per $100. No one tenant occupies ten percent or more of the building. It is the opinion of the management of the Registrant that the property is adequately covered by insurance.
d. Kensington Tower ("Hill Hotel") - consists of a 65 unit low income housing facility and 3,550 square feet of commercial space at 505 South 16th Street in Omaha, Nebraska. In June 1989, Registrant acquired a 98% general partnership interest in Hill Hotel Apartments Joint Venture ("HHAJV"), a Nebraska general partnership which owns the property, for a cash contribution of $2,350,000. HHAJV acquired and rehabilitated the property for $4,369,249 ($105.93 sf), including a construction note payable of $2,700,000. The note was originally due in April 1992. During 1990 and 1991, this note was partially refinanced with $400,000 of a $600,000 Community Development Block Grant ("CDBG") loan (principal balance at December 31, 2001 of $600,000), a $500,000 Tax Increment Financing ("TIF") Loan (principal balance at December 31, 2000 of $59,153) and a $1,100,000 subordinated note payable to the co-general partner. In 1992, the remaining $200,000 of the CDBG Loan was applied to the construction loan ($60,000) and to the TIF Loan ($140,000), in order to extend the date of the construction loan's maturity from April 1992 to June 1993. The construction loan balance was $1,030,591 at December 31, 1993. In March 1994, the construction loan was repaid with a $665,000 (principal balance of $415,151 at December 31, 2001), 15-year permanent loan with an interest rate of 8-3/8% and a $365,000 equity contribution from Commercial Federal Realty Investors Corporation, the Registrant's co-general partner. On June 1, 1993, an amended and restated joint venture agreement was reached whereby the Registrant's interest was reduced to a 30% interest.
On June 1, 2002, the Hill Hotel was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
Item 3.
Item 3. Legal Proceedings -----------------
To the best of its knowledge, Registrant is not party to, nor is any of its property the subject of, any pending material legal proceedings.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders ---------------------------------------------------
No matter was submitted during the fiscal year covered by this report to a vote of security holders.
PART II -------
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters -------------------------------------------------------
a. There is no established public trading market for the Units. Registrant does not anticipate any such market will develop. Trading in the units occurs solely through private transactions. The Registrant is not aware of the prices at which trades occur. Registrant's records indicate that 166 units of record were sold or exchanged in 2000.
b. As of December 31, 2001, there were 1,730 record holders of Units.
c. Registrant has not declared any cash dividends in 2001 or 2000.
Item 6.
Item 6. Selected Financial Data -----------------------
The following selected financial data are for the five years ended December 31, 2001. The data should be read in conjunction with the consolidated financial statements included elsewhere herein. This data is not covered by the independent auditors' report.
2001 2000 1999 1998 1997 ---- ---- ---- ---- ---- Unaudited
Rental income $ 813,246 $ 773,580 $ 728,042 $ 738,997 $ 725,798 Interest income 917 1,257 1,739 2,358 0 Net loss 403,639 467,836 613,300 632,754 198,574 Net loss per Unit 22.40 25.96 34.04 35.12 11.02 Total assets (net of depreciation and amortization) 7,788,542 8,168,614 8,622,952 	9,120,351 9,570,778 Debt obligations 3,310,504 3,374,247 3,467,316 3,488,821 3,521,250
Note: See Part II, Item 7(3) Results of Operations for a discussion of factors which materially affect the comparability of the information reflected in the above table.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -------------------------------------------------
(1) Liquidity
As of December 31, 2001, Registrant had total unrestricted cash of $66,723. Such funds are expected to be used to pay liabilities and general and administrative expenses of the Registrant and to fund cash deficits of the properties. Cash generated from operations is used primarily to fund operating expenses and debt service. If cash flow proves to be insufficient, the Registrant will attempt to negotiate loan modifications with the various lenders in order to remain current on all obligations. The Registrant is not aware of any additional sources of liquidity.
As of December 31, 2001, Registrant had restricted cash of $60,550 consisting primarily of funds held as security deposits, replacement reserves and escrows for taxes and insurance. As a consequence of these restrictions as to use, Registrant does not deem these funds to be a source of liquidity.
The property owned by RRJV has historically been unable to meet its operating expenses and required debt service payments from its own revenues. The Developer/Operating General Partner has provided the necessary funds. Through 1992 these funds were provided pursuant to legal obligations. Thereafter, the Registrant was able to prevail upon the Developer to continue such funding on a voluntary basis. In 1996, the Developer reported that it was no longer able or willing to make such advances. To avoid the loss of RRJV's property, either through foreclosure or a forced sale at depressed values, in January 1997 the Registrant sold approximately 20% of its interest in RRJV. Simultaneously with the sale, the Partnership Agreement was amended to allocate Low Income Housing Tax Credits in the amount of $1,081,930 over the next nine years to the purchaser. The proceeds from the sale were sufficient to satisfy outstanding obligations and should enable RRJV to continue to operate in the foreseeable future.
In recent years the Registrant has realized significant losses, including the foreclosure of two properties. At the present time, with the exception of Northern Liberties, the remaining properties are able to generate enough cash flow to cover their operating expenses and debt service, but there is no additional cash available to the Registrant to pay its general and administrative expenses.
It is the Registrant's intention to continue to hold the properties until they can no longer meet their debt service requirements and the properties (or its interests therein) are foreclosed, or the market value of the properties increases to a point where they can be sold at a price which is sufficient to repay the underlying indebtedness. With respect to Northern Liberties, any development of the remaining lot and building will require additional funding of capital. The Registrant has not yet identified any sources for this funding, and does not anticipate being able to identify any such sources for the foreseeable future.
On May 28th 2003, the Bakery Apartments was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
On June 1, 2002, the Hill Hotel was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
(2) Capital Resources
Any capital expenditures needed are generally replacement items and are funded out of cash from operations or replacement reserves, if any. The Registrant is not aware of any factors which would cause historical capital expenditure levels not to be indicative of capital requirements in the future, and accordingly, does not believe that it will have to commit material resources to capital investment for the foreseeable future.
(3) Results of Operations
During 2001, the Registrant incurred a net loss of $403,639 ($22.40 per limited partnership unit), compared to a net loss of $467,836 ($25.96 per limited partnership unit) in 2000, and a net loss of $613,300 ($34.04 per limited partnership unit) in 1999.
Rental income was $813,246 in 2001, $773,580 in 2000, and $728,042 in 1999. The increase in rental income from 2000 to 2001 is due to an increase in average occupancy at the Flint Goodridge Apartments (94% to 97%) and an increase in average rental rates at Robidoux. The increase in rental income from 1999 to 2000 is due to an increase in average occupancy at Flint Goodridge (91% to 94%).
Other income was $649 in 2001, $20,717 in 2000, and $31,700 in 1999. The decrease in other income from 2000 to 2001 is due to additional income received in 2000 from a grant distributed to the Flint Goodridge Apartments. The decrease in other income from 1999 to 2000 is due to an account payable write off that occurred during 1999 at the Robidoux Apartments, partially offset by an increase at Flint Goodridge due to a grant distributed to the property.
Rental operations expense was $468,627 in 2001, $457,715 in 2000, and $419,821 in 1999. The increase in rental operations expense from 2000 to 2001 is due to an increase in insurance expense at Flint Goodridge and Robidoux, partially offset by decrease in real estate tax expense at Flint Goodridge. The increase in insurance expense is due to insurance market conditions. The decrease in real estate tax expense is due to the additional payments made in 2000 pending a refinance of the project. The increase in rental operations expense from 1999 to 2000 is due to an increase in real estate tax expense and wages and salaries expense, partially offset by a decrease in maintenance expense at Flint Goodridge. The increase in real estate taxes is due to the expiration of the ten year tax abatement at Flint Goodridge. The increase in wages and salaries expense is due to an increase in janitorial payroll expense. The decrease in maintenance expense is due to a decrease in general repairs made at the property.
Interest expense was $310,713 in 2001, $326,019 in 2000, and $325,634 in 1999. The decrease in interest expense from 2000 to 2001 is due to a decrease in the prime interest rate used to calculate the expense on the note held at Robidoux (9.5% to 5.0%), and a decrease in principal balance at Flint Goodridge upon which the interest is calculated. The increase in interest expense from 1999 to 2000 is due to an increase in the prime interest rate used to calculate the expense on the note held at Robidoux (8.5% to 9.5%).
Depreciation and amortization expense was $430,828 in 2001, $431,865 in 2000, and $433,402 in 1999.
During the year, a loss of $336,000 was incurred at the Registrant's properties compared to a loss of $372,000 in 2000, and a loss of $363,000 in 1999. A discussion of individual property operations/activities follows:
In 2001, Registrant sustained a loss of $171,000 at Flint- Goodridge including $203,000 of depreciation and amortization expense compared to a loss of $197,000 including $203,000 of depreciation and amortization expense in 2000 and a loss of $210,000 including $205,000 of depreciation and amortization expense in 1999. Since Flint- Goodridge is a low income housing property, rents are fixed in relation to specified income levels of its tenants. As a result, the property experiences high occupancy but rental income remains low. The decrease in loss from 2000 to 2001 is due to an increase in rental income and a decrease in real estate tax expense and interest expense, partially offset by a decrease in other income and an increase in insurance expense. The increase in rental income is due to an increase in average occupancy (94% to 97%). The decrease in real estate tax expense is due to additional payments made in 2000 pending a refinance of the project. The decrease in interest expense is due to a decrease in principal balance upon which interest is calculated. The decrease in other income is due to additional income received in 2000 from a grant distributed to the property. The increase in insurance expense is due to insurance market conditions. The decrease in loss from 1999 to 2000 is due to an increase in rental income and other income, partially offset by an increase in real estate tax expense and wages and salaries expense. Rental income increased due to an increase in average occupancy (89% to 94%). The increase in other income is due to a grant that was distributed to the property in 2000. The increase in real estate taxes is due to the expiration of the ten year tax abatement at Flint Goodridge. The increase in wages and salaries expense is due to an increase in janitorial wages.
In 2001, Registrant incurred a loss of $165,000 at Robidoux including $183,000 of depreciation and amortization expense compared to a loss of $176,000 including $184,000 of depreciation and amortization expense in 2000 and a loss of $153,000 including $183,000 of depreciation and amortization expense in 1999. Since Robidoux is a low income housing property, rents are fixed in relation to specified income levels of its tenants. Accordingly, as with Flint Goodridge, the property experiences high occupancy but rental income remains low. The decrease in loss from 2000 to 2001 is due to an increase in rental income and a decrease in interest expense, partially offset by an increase in insurance expense. The increase in rental income is due to an increase in average rental rates. The decrease in interest expense is due to a decrease in the prime interest rate used to calculate the expense. The increase in insurance expense is due to insurance market conditions. The increase in loss from 1999 to 2000 is due to a decrease in other income and an increase in miscellaneous operating expense. The decrease in other income is due to an account payable write off that occurred during 1999. The increase in miscellaneous operating expense is due to an increase in office related expenses.
Summary of Minority Interest Investments
The Registrant owns a minority interest in the Bakery Apartments which it accounts for on the cost method. The Registrant does not include the assets, liabilities, income or expenses of the Bakery in its consolidated financial statements. The following operating information is provided for the property. In 2001, the Bakery Apartments incurred a loss of $61,000 including 202,000 of depreciation and amortization expense compared to a net loss of $77,000 including $202,000 of depreciation and amortization expense in 2000, and a loss of $191,000 including $202,000 of depreciation and amortization expense in 1999.
On May 28th 2003, the Bakery Apartments was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
The Registrant owns a minority interest in Kensington Tower which it accounts for on the equity method. The Registrant does not include the assets or liabilities of Kensington Tower in its consolidated financial statements. The following operating information is provided for the property. In 2001, Registrant incurred a loss of $10,000 compared to a loss of $36,000 in 2000, and $29,000 in 1999. The decrease in loss from 2000 to 2001 is due to an increase in rental income and a decrease in maintenance expense. The increase in rental income is due to an increase in commercial rental ranges. The decrease in maintenance expense is due to a decrease in floor, wall, and general repairs. The increase in the loss from 1999 to 2000 is due to a decrease in other income and an increase in maintenance expense. The decrease in other income is due to a decrease in commercial rents and interest income. The increase in maintenance expense is due to increases in general repairs and maintenance salaries. The increase in the loss from 1998 to 1999 is due a decrease in rental income resulting from a decrease in occupancy, as well as an increase in maintenance expenses due to repairs made at the property.
On June 1, 2002, the Hill Hotel was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
Item7A. Quantitative and Qualitative Disclosures about Market Risk ----------------------------------------------------------
All of our assets and liabilities are denominated in U.S. dollars, and as a result, we do not have exposure to currency exchange risks.
We do not engage in any interest rate, foreign currency exchange rate or commodity price-hedging transactions, and as a result, we do not have exposure to derivatives risk.
Item 8.
Item 8. Financial Statements and Supplementary Data -------------------------------------------
Registrant is not required to furnish the supplementary financial information referred to in Item 302 of Regulation S-K.
Independent Auditor's Report ----------------------------
To the Partners of Flint Goodridge General Partnership New Orleans, Louisiana:
We have audited the accompanying balance sheets of Flint Goodridge General Partnership, HUD Project No. 064-35269-PM, as of December 31, 2001 and 2000, and the related statements of income, changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Flint Goodridge General Partnership, HUD Project No. 064-35269-PM, as of December 31, 2001 and 2000, and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing and Urban Development, we have also issued a report dated February 19, 2002, on our consideration of Flint Goodridge General Partnership's internal control structure and reports dated, February 19, 2002, on its compliance with specific requirements applicable to major HUD programs and specific requirements applicable to Affirmative Fair Housing.
Pailet, Meurier and LeBlanc, L.L.P. Metairie, Louisiana February 19, 2002
Independent Auditor's Report ----------------------------
To the Partners of The Bakery Apartments Limited Partnership
We have audited the accompanying balance sheets of The Bakery Apartments Limited Partnership, for December 31, 2001 and 2000 and the related statements of operations, partners' equity and cash flows for the years ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Bakery Apartments Limited Partnership as of December 31, 2001 and 2000 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Pailet, Meurier and LeBlanc, L.L.P. Metairie, Louisiana February 5, 2002
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
AND FINANCIAL STATEMENT SCHEDULES ---------------------------------
Consolidated financial statements: Page
Consolidated Balance Sheets at December 31, 2001 16 (unaudited), and 2000
Consolidated Statements of Operations for the Years 17 Ended December 31, 2001 (unaudited), 2000, and 1999
Consolidated Statements of Changes in Partners' 18 Equity for the Years Ended December 31, 2001 (unaudited), 2000, and 1999
Consolidated Statements of Cash Flows for the Years 19 Ended December 31, 2000 (unaudited), 2000, and 1999
Notes to consolidated financial statements - 20-25 (unaudited)
Financial statement schedules - (unaudited):
Schedule XI - Real Estate and Accumulated 26-27 Depreciation
Notes to Schedule XI 28
All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
CONSOLIDATED BALANCE SHEETS --------------------------- December 31, 2001 and 2000
Assets ------ 2001 2000 ---- ---- (Unaudited)
Rental properties at cost: Land $ 35,469 $ 35,469 Buildings and improvements 10,586,610 10,577,922 ----------- ----------- 10,622,079 10,613,391 Less - accumulated depreciation (4,960,304) (4,532,396) ----------- ----------- 5,661,775 6,080,995 Cash and cash equivalents 66,723 19,354 Restricted cash 60,550 61,579 Investments in affiliates 1,573,182 1,595,808 Other assets (net of accumulated amortization of $121,003 and $118,082) 426,312 410,878 ----------- ----------- Total $ 7,788,542 $ 8,168,614 =========== ===========
Liabilities and Partners' Equity --------------------------------
Liabilities: Debt obligations $ 3,310,504 $ 3,374,247 Accounts payable: Trade 1,106,663 1,034,829 Related parties 502,556 484,837 Interest payable 102,553 103,181 Tenant security deposits 24,373 26,885 Other Liabilities 3,897 1,335 ----------- ----------- Total liabilities 5,050,546 5,025,314 Minority interests 241,419 243,084 Partners' equity 2,496,577 2,900,216 ----------- ----------- Total $ 7,788,542 $ 8,168,614 =========== ===========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
CONSOLIDATED STATEMENTS OF OPERATIONS -------------------------------------
For the years ended December 31, 2001, 2000 and 1999
2001 2000 1999 ---- ---- ---- (Unaudited)
Revenues: Rental income $ 813,246 $ 773,580 $ 728,042 Other income 649 20,717 31,700 Interest income 917 1,257 1,739 ---------- ---------- ---------- Total revenues 814,812 795,554 761,481 ---------- ---------- ---------- Costs and expenses: Rental operations 468,627 457,715 419,821 General and administrative 0 13,800 168,000 Interest 310,713 326,019 325,634 Depreciation and amortization 430,828 431,865 433,402 ---------- ---------- ---------- Total costs and expenses 1,210,168 1,229,399 1,346,857 ---------- ---------- ---------- Loss before minority interests and equity in affiliate (395,356) (433,845) (585,376) Minority interests' portion of loss 1,665 1,813 1,530 Equity in net loss of affiliate (9,948) (35,804) (29,454) ---------- ---------- ---------- Net loss ($ 403,639) ($ 467,836) ($ 613,300) ========== ========== ==========
Net loss per limited partnership unit: Loss before minority interests and equity in affiliate ($ 21.94) ($ 24.08) ($ 32.49) Minority interests .09 .11 .08 Equity in net loss of affiliate (.55) (1.99) (1.63) ---------- ---------- ---------- ($ 22.40) ($ 25.96) ($ 34.04) ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY -----------------------------------------------------
For the years ended December 31, 2001, 2000 and 1999
Dover Historic Advisors Limited VII (1) Partners (2) Total -------- ------------ -----
Percentage participation in profit or loss 1% 99% 100% == === ====
Balance at December 31, 1998 $450,318 $3,531,035 $3,981,352 Net loss (6,133) (607,167) (613,300) -------- ---------- ---------- Balance at December 31, 1999 444,185 2,923,868 3,368,052 Net loss (4,678) (463,155) (467,836) -------- ---------- ---------- Balance at December 31, 2000 439,507 2,460,713 2,900,216 Net loss (4,036) (399,603) (403,639) -------- ---------- ---------- Balance at December 31, 2001 (Unaudited) $435,471 $2,061,110 $2,496,577 ======== ========== ==========
(1) General Partner.
(2) 17,839 limited partnership units outstanding at December 31, 2001, 2000, and 1999.
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
CONSOLIDATED STATEMENTS OF CASH FLOWS -------------------------------------
For the years ended December 31, 2001, 2000 and 1999
2001 2001 1999 ---- ---- ---- (Unaudited)
Cash flows from operating activities: Net loss ($403,639) ($467,836) ($613,300) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 430,828 431,865 433,402 Minority interests (1,665) (1,813) (1,530) Equity in loss of affiliate 9,948 35,804 29,454 Changes in assets and liabilities: Decrease in restricted cash 1,028 17,466 37,250 Increase in other assets (5,674) (3,499) (3,427) Increase in accounts payable - trade 117,939 43,060 179,457 Decrease in accounts payable - related parties (28,386) (16,014) (30,106) (Decrease) increase in interest payable (628) 76,685 (10,391) (Decrease) increase in tenant security deposits (2,513) 314 (24) Increase in other liabilities 2,562 619 0 -------- -------- -------- Net cash provided by operating activities 119,800 119,651 20,785 -------- -------- -------- Cash flows from investing activities: Capital expenditures (8,688) (10,930) (4,909) -------- -------- -------- Net cash used in investing activities (8,688) (10,930) (4,909) -------- -------- -------- Cash flows from financing activities: Principal payments (63,743) (92,353) (21,505) -------- -------- -------- Net cash used in financing activities (63,743) (92,353) (21,505) -------- -------- -------- Net increase (decrease) in cash and cash equivalents 47,369 16,368 (5,629) Cash and cash equivalents at beginning of year 19,354 2,986 8,615 -------- -------- -------- Cash and cash equivalents at end of year $ 66,723 $ 19,354 $ 2,986 ======== ======== ========
Supplemental Disclosure of Cash Flow Information: Cash paid during the year for interest $311,341 $394,621 $336,025
The accompanying notes are an integral part of these financial statements.
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - ORGANIZATION - ---------------------
Diversified Historic Investors VII (the "Partnership") was formed in December 1988 with Dover Historic Advisors VII as the General Partner. Upon the admittance of additional limited partners, the initial limited partner withdrew.
The Partnership was organized to acquire, rehabilitate, and manage real properties containing improvements which are Certified Historic Structures, as defined in the Internal Revenue Code of 1986 ("the Code"), or which may also be (but are not required to be) eligible for low income housing tax credits as provided by Section 42 of the Code, and such other uses as Dover Historic Advisors VII (the "General Partner") deems appropriate, and to engage in any and all activities related or incidental thereto.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------------------------
A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows.
1. Principles of Consolidation
The accompanying financial statements of the Partnership include the accounts of three subsidiary partnerships in which the Partnership has controlling interests, with appropriate elimination of inter- partnership transactions and balances. In addition, the Partnership owns a minority interest of 16.83% in one partnership, which it accounts for on the cost method, and a minority interest of 30% in one partnership, which it accounts for on the equity method. These financial statements reflect all adjustments (consisting only of normal recurring adjustments) which, in the opinion of the General Partner, are necessary for a fair statement of results for those years.
2. Deferred Expenses
Loan fees have been incurred with respect to certain loans. Such fees were deferred and are being amortized over the term of the related loans.
The Partnership prepaid all amounts due under a ground lease for one of its properties. Such prepayments have been deferred and are being amortized over the term of the lease (45 years).
3. Net Loss per Limited Partnership Unit
The net loss per limited partnership unit is based on the weighted average number of limited partnership units outstanding during the period (17,839 in 2001, 2000, and 1999).
4. Cash and Cash Equivalents
The Partnership considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents.
5. Restricted Cash
Restricted cash includes amounts held for tenant security deposits, real estate tax reserves and other cash restricted as to use.
6. Depreciation
Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Buildings and improvements are depreciated over 25 years and furniture and fixtures over five years.
7. Income Taxes
Federal and state income taxes are payable by the individual partners; accordingly, no provision or liability for income taxes is reflected in the financial statements.
8. Revenue Recognition
Revenues are recognized when rental payments are due on a straight- line basis. Rental payments received in advance are deferred until earned.
9. Rental Properties
Rental properties are stated at cost. A provision for impairment of value is recorded when a decline in value of property is determined to be other than temporary as a result of one or more of the following: (1) a property is offered for sale at a price below its current carrying value, (2) a property has significant balloon payments due within the foreseeable future for which the Partnership does not have the resources to meet, and anticipates it will be unable to obtain replacement financing or debt modification sufficient to allow a continued hold of the property over a reasonable period of time, (3) a property has been, and is expected to continue, generating significant operating deficits and the Partnership is unable or unwilling to sustain such deficit results of operations, and has been unable to, or anticipates it will be unable to, obtain debt modification, financing or refinancing sufficient to allow a continued hold of the property for a reasonable period of time or, (4) a property's value has declined based on management's expectations with respect to projected future operational cash flows and prevailing economic conditions. An impairment loss is indicated when the undiscounted, sum of estimated future cash flows from an asset, including estimated sales proceeds, and assuming a reasonable period of ownership up to 5 years, is less than the carrying amount of the asset. The impairment loss is measured as the difference between the estimated fair value and the carrying amount of the asset. In the absence of the above circumstances, properties and improvements are stated at cost. An analysis is done on an annual basis at December 31.
10. Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
NOTE C - PARTNERSHIP AGREEMENTS - -------------------------------
The significant terms of the Agreement of Limited Partnership (the "Agreement"), as they relate to the financial statements, follow:
All distributable cash from operations (as defined in the Agreement of Limited Partnership) will be distributed 1% to the General Partner and 99% to the limited partners.
All distributable cash from sales or dispositions (as defined) will be distributed to the limited partners up to their adjusted invested capital (as defined) plus an amount equal to the sum of the greater of an 8.5% cumulative, noncompounded annual return on the average after- credit invested capital (as defined), less amounts previously distributed (as defined); thereafter, after receipt by the General Partner or its affiliates of any accrued but unpaid real estate brokerage commissions, the balance will be distributed 15% to the General Partner and 85% to the limited partners.
Net income or loss from operations of the Partnership is allocated 1% to the General Partner and 99% to the limited partners.
NOTE D - ACQUISITIONS - ---------------------
The Partnership acquired controlling general or limited partnership interests in Ventures and minority interests in partnerships during the period from June 1989 to March 1991, as discussed below.
In June 1989, the Partnership was admitted, with a 98% general partner interest, to a Nebraska general partnership which owns a building located in Nebraska, consisting of 65 apartment units and 3,550 square feet of commercial space, for a cash capital contribution of $2,350,000. In addition, $3,000,000 of rehabilitation costs relating to the investment was capitalized as part of the building and improvements. These capitalized costs have been removed from the balance sheet. Pursuant to the June 1993 Amended and Restated Joint Venture Agreement, the Partnership's interest was reduced to 30%.
In July 1989, the Partnership was admitted, with a 90% general partner interest, to a Pennsylvania general partnership which owns two buildings located in Louisiana, consisting of 93 apartments units, for a cash capital contribution of $2,808,000.
In September 1989, the Partnership was admitted, with a 99% general partner interest, to a Missouri general partnership which owns a building located in Missouri, consisting of 60 apartment units, for a cash capital contribution of $2,400,000. In addition, $2,300,000 of rehabilitation costs relating to the investment was capitalized as part of the building and improvements.
In December 1989, the Partnership was admitted, with a 98% general partner interest, to a Nebraska general partnership which owns property located in South Dakota, consisting of 58,793 square feet of commercial space, for a cash capital contribution of $1,350,000. In addition, $3,400,000 of acquisition costs relating to the investment has been capitalized as part of the building and improvements. In March 1995, the deed to the property, which was held in escrow, was delivered to the first mortgage holder.
In February 1990, the Partnership was admitted, with a 99% general partner interest, to a Pennsylvania general partnership, which owned a property which was originally intended to be rehabilitated into 250,000 square feet of residential and commercial space located in Pennsylvania, for a cash contribution of $2,000,000. In December 1994, the Partnership donated to a neighborhood group all but a 12,247 square foot vacant lot.
In September 1990, the Partnership purchased 19% interest in a Washington, D.C. general partnership which owned a building located in Washington, D.C., consisting of 54 hotel rooms, for a cash capital contribution of $550,000. In February 1993, a party holding a mortgage on the property, with permission of the bankruptcy court, foreclosed on the property.
In March 1991, the Partnership purchased 16.83% interest in a Pennsylvania general partnership which owns a building located in Louisiana, consisting of 68 units, for $300,000.
NOTE E - DEBT OBLIGATIONS - -------------------------
Debt obligations are as follows: December 31, 2001 2000 ---- ---- (unaudited)
Mortgage payable, interest at 10%; $2,102,398 $2,139,918 payable in monthly installments of principal and interest of $20,819, with maturity in June 2020; collateralized by related rental property
Note payable, interest at 7.75% in 2001 737,344 756,871 and in 2000; principal and interest payments of $6,458 due monthly; with maturity at October 2005; collateralized by related rental property
Note payable, interest accrues at the prime rate (effective rate of 5.0% and 9.5% at December 31, 2001 and 2000, respectively); principal balance due October 2018; collateralized by related rental property (A) 470,762 477,458 ---------- ---------- $3,310,504 $3,374,247 ========== ==========
(A) This note payable is personally guaranteed by an affiliate of the Registrant's co-general partner.
Maturities of debt obligations at December 31, 2001, are as follows:
Year Ending December 31, - (Unaudited) 2002 $ 64,252 2003 68,580 2004 75,205 2005 723,013 2006 61,733 Thereafter 2,317,721 ---------- $3,310,504 ==========
NOTE F - RELATED PARTY TRANSACTIONS - -----------------------------------
Included in Accounts Payable - Related Party is $439,703 and $412,937 at December 31, 2001 and 2000, respectively, owed to an affiliate of the General Partner, by one of the Partnership's Ventures, for additional amounts advanced for working capital needs. These advances are non-interest bearing and will be paid out of available cash flow.
Included in Accounts Payable - Related Party is $46,104 and $44,557 at December 31, 2001 and 2000, respectively, owed to the co - general partner, by one of the Partnership's Ventures, for additional amounts advanced for working capital needs. These advances are non-interest bearing and will be paid out of available cash flow.
Included in Accounts Payable - Related Party is $16,749 and $27,343 at December 31, 2001 and 2000, owed to the General Partner, for amounts advanced to pay certain outstanding liabilities of the Partnership. The advance is non-interest bearing and will be paid out of available cash flow.
NOTE G - INCOME TAX BASIS RECONCILIATION - ----------------------------------------
Certain items enter into the determination of the results of operations in different time period for financial reporting ("book") purposes and for income tax ("tax") purposes. Reconciliation follows:
For the Years Ended December 31, 2001 2000 1999 ---- ---- ---- (Unaudited)
Net loss - book ($ 403,639) ($ 467,836) ($ 613,300) Other income (1,665) (20,717) (31,700) Minority interest 48,532 155,866 166,396 Excess of book over tax depreciation 163,576 114,672 161,871 ---------- ---------- ---------- Net income (loss) - tax ($ 193,196) ($ 218,015) ($ 316,733) ========== ========== ==========
Partners' equity - book $2,496,577 $2,900,216 $3,368,053 Distribution to limited partners 33,861 33,861 33,861 Costs of issuance 2,288,270 2,288,270 2,288,270 Basis reduction due to Investment Tax Credit (3,790,041) (3,790,041) (3,790,041) Cumulative tax under book loss 4,380,849 4,170,384 3,920,562 Capital contributions (641,684) (641,684) (641,684) ---------- ---------- ---------- Partner's equity - tax $4,767,832 $4,961,006 $5,179,021 ========== ========== ==========
NOTE H - SUBSEQUENT EVENTS - --------------------------
1.) On May 28, 2003, the Bakery Apartments was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
2.) On June 1, 2002, the Hill Hotel was sold. The net proceeds from the sale were used to pay the expenses of the Registrant.
SUPPLEMENTAL INFORMATION
DIVERSIFIED HISTORIC INVESTORS VII --------------------------------- (a limited partnership)
SCHEDULE XI - REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2001 ------------------------------------------------------ (Unaudited)
Costs Capitalized Subsequent Initial Cost to to Partnership (b) Acquisition --------------- -----------
Buildings and Encumbrances Improve- Improve- Date of Date Description (a) (d) Land (b) ments ments Contr. Acquired - --------------- ------------ -------- --------- -------- ------- -------- 93 unit apartments in New Orleans, LA $2,102,398 $17,182 $4,667,050 $1,000,647 1989 7/89
60 unit apartments in St. Joseph, MO $1,208,106 1,500 2,482,287 2,334,923 1989 9/89
12,247 square feet of residential and commercial space in Philadelphia, PA - 16,787 101,703 - (a) 2/90 ---------- ------- ---------- ---------- $3,310,504 $35,469 $7,251,040 $3,335,570 ========== ======= ========== ==========
Gross Amount at which Carried at December 31, 2001 -------------------------------- (Unaudited)
Buildings Accumu- and lated Land Improv- Total Depr. Description (a) (b) ments (b) (c) (c) (e) - -------------- ---- --------- ------- -------- 93 unit apartments in New Orleans, LA $17,182 $5,667,697 $5,684,879 $2,981,720
60 unit apartments in St. Joseph, MO 1,500 4,817,210 4,818,710 1,978,584
12,247 square feet of residential and commercial space in Philadelphia, PA 16,787 101,703 118,490 - ------- ----------- ---------- ---------- $35,469 $10,586,610 $10,622,079 $4,960,304 ======= =========== =========== ==========
DIVERSIFIED HISTORIC INVESTORS VII ---------------------------------- (a limited partnership)
NOTES TO SCHEDULE XI -------------------- DECEMBER 31, 2001
(A) All properties are certified historic structures as defined in the Internal Revenue Code of 1986, or are eligible for designations as such. The "date of construction" refers to the period in which such properties were rehabilitated.
(B) The cost of real estate owned at December 31, 2001, for Federal income tax purposes was approximately $8,585,015. The depreciable basis of the building and improvements of the properties has been reduced for Federal income tax purposes by the historic rehabilitation credit.
(C) Reconciliation of real estate:
2001 2000 1999 ---- ---- ---- (Unaudited) Balance at beginning of year $10,613,391 $10,602,461 $10,597,552 Additions during this year: Improvements 8,688 10,930 4,909 ----------- ----------- ----------- Balance at end of year $10,622,079 $10,613,391 $10,602,461 =========== =========== ===========
Reconciliation of accumulated depreciation:
2001 2000 1999 ---- ---- ---- Balance at beginning of year $ 4,532,396 $ 4,105,411 $ 3,676,865 Depreciation expense for the year 427,908 426,985 428,546 ----------- ----------- ----------- Balance at end of year $ 4,960,304 $ 4,532,396 $ 4,105,411 =========== =========== ===========
(D) See Note E to the consolidated financial statements for further information.
(E) See Note B to the consolidated financial statements for depreciation method and lives.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure -----------------------------------------------------------
None.
Item 9A.
Item 10. Directors and Executive Officers of Registrant ----------------------------------------------
a. Identification of Directors - Registrant has no directors.
b. Identification of Executive Officers
The General Partner of the Registrant is Dover Historic Advisors VII (DoHA-VII), a Pennsylvania general partnership. The partners of DoHA-VII are as follows:
Term of Name Age Position Office Period Served - ---- --- -------- ------- -------------
Gerald Katzoff 50 Partner in No fixed December 1988- DoHA-VII term May 1997
Dover Historic -- Partner in No fixed December 1988- Advisors, Inc. DoHA-VII term May 1997 ("Dover Advisors")
SWDHA, Inc. -- Partner in No fixed Since May 1997 DoHA-VII term
EPK, Inc. -- Partner in No fixed Since May 1997 DoHA-VII term
For further description of DoHA-VII, see paragraph e. of this Item. There is no arrangement or understanding between both people named above and any other person pursuant to which any person was or is to be selected as an officer.
c. Identification of Certain Significant Employees. Registrant has no employees. Its administrative and operational functions are carried out by a property management and partnership administration firm engaged by the Registrant.
d. Family Relationships. There is no family relationship between or among the executive officers and/or any person nominated or chosen by Registrant to become an executive officer.
e. Business Experience. DoHA-VII is a general partnership formed in 1988. The General Partner is responsible for management and control of Registrant's affairs and will have general responsibility and authority in conducting its operations. The General Partner may retain its affiliates to manage certain of the Properties.
f. Involvement in certain legal proceedings. - None.
g. Promoters and control persons. - Not Applicable.
h. Audit committee financial expert. - None.
On May 13, 1997, SWDHA, Inc. replaced Gerald Katzoff and EPK, Inc. replaced DHP, Inc. as partners of DoHA-VII. Spencer Wertheimer, the President of SWDHA, Inc., is an attorney with extensive experience in real estate activities ventures.
EPK, Inc. is a Delaware corporation formed for the purpose of managing properties or interests therein. EPK, Inc. is a wholly-owned subsidiary of D, LTD, an entity formed in 1985 to act as the holding company for various corporations engaged in the development and management of historically certified properties and conventional real estate as well as a provider of financial (non-banking) services. EPK, Inc. is an affiliate of DoHA-VII.
The officers and directors of EPK, Inc. are described below.
Spencer Wertheimer was appointed May 13, 1997 as President, Treasurer and Sole Director of EPK, Inc. Mr. Wertheimer is an attorney with extensive experience in real estate ventures.
Donna M. Zanghi (age 43) was appointed on May 13, 1997 as Vice President and Secretary of EPK, Inc. Ms. Zanghi previously served as Secretary and Treasurer of DHP, Inc. since June 14, 1993 and as a Director and Secretary/Treasurer of D, LTD. She was associated with DHP, Inc. and its affiliates since 1984 except for the period from December 1986 to June 1989 and the period from November 1, 1992 to June 14, 1993.
Michele F. Rudoi (age 34) was appointed on May 13, 1997 as Assistant Secretary of EPK, Inc. Ms. Rudoi previously served as Assistant Secretary and Director of both D, LTD and DHP, Inc. since January 27, 1993.
Item 11.
Item 11. Executive Compensation ----------------------
a. Cash Compensation - During 2000, Registrant paid no cash compensation to DoHA-VII, any partner therein or any person named in paragraph c. of Item 10.
b. Compensation Pursuant to Plans - Registrant has no plan pursuant to which compensation was paid or distributed during 2000, or is proposed to be paid or distributed in the future, to DoHA-VII, any partner therein, or any person named in paragraph c. of Item 10.
c. Other Compensation - No compensation not referred to in paragraph a. or paragraph b. of this Item was paid or distributed during 2000 to Dover Advisors, DoHA-VII, any partner therein, or any person named in paragraph c. of Item 10.
d. Compensation of Directors - Registrant has no directors.
e. Termination of Employment and Change of Control Arrangement - Registrant has no compensatory plan or arrangement, with respect to any individual, which results or will result from the resignation or retirement of any individual, or any termination of such individual's employment with Registrant or from a change in control of Registrant or a change in such individual's responsibilities following such a change in control.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management ----------------------------------------------------------
a. Security Ownership of Certain Beneficial Owners - No person is known to Registrant to be the beneficial owner of more than five percent of the issued and outstanding Units.
b. Security Ownership of Management - None.
c. Changes in Control - Registrant does not know of any arrangement, the operation of which may at a subsequent date result in a change in control of Registrant.
Item 13.
Item 13. Certain Relationships and Related Transactions ----------------------------------------------
a. Transactions with Management and Others. Pursuant to Registrant's Amended and Restated Agreement of Limited Partnership, DoHA-VII is entitled to 10% of Registrant's distributable cash from operations in each year. There was no such share allocable to DoHA- VII for fiscal years 1997 through 1999.
b. Certain Business Relationships - Registrant has no directors.
c. Indebtedness of Management - No executive officer or significant employee of Registrant, Registrant's general partner (or any employee thereof), or any affiliate of any such person, is or has at any time been indebted to Registrant.
Item 14.
Item 14. Principal Accounting Fees and Services --------------------------------------
a. Audit Fees
b. Audit-Related Fees
c. Tax Fees
d. All Other Fees
PART IV -------
Item 15.
Item 15. (A) Exhibits, Financial Statement Schedules and Reports -------------------------------------------------------
1. Financial Statements:
a. Consolidated Balance Sheets at December 31, 2001 (unaudited), and 2000.
b. Consolidated Statements of Operations for the Years Ended December 31, 2001 (unaudited), 2000 and 1999.
c. Consolidated Statements of Changes in Partners' Equity for the Years Ended December 31, 2001 (unaudited), 2000 and 1999.
d. Consolidated Statements of Cash Flows for the Years Ended December 31, 2001 (unaudited), 2000 and 1999.
e. Notes to consolidated financial statements. - (Unaudited)
2. Financial statement schedules - (Unaudited):
a. Schedule XI- Real Estate and Accumulated Depreciation.
b. Notes to Schedule XI.
3. Exhibits:
(a) Exhibit Number Document -------------- --------
3 Registrant's Amended and Restated Certificate of Limited Partnership and Agreement of Limited Partnership, previously filed as part of Amendment No. 2 of Registrant's Registration Statement on Form S-11, are incorporated herein by reference.
21 Subsidiaries of the Registrant are listed in Item 2. Properties of this Form 10-K.
31(Not General Partners Opinion attached) Certification (To be filed with amended 10- K/A)
32(Not Certification Pursuant to 18 attached) U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (To be filed with amended 10- K/A)
(c) Exhibits:
See Item 14 (A) (3) above.
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: September 6, 2005 DIVERSIFIED HISTORIC INVESTORS VII ----------------- By: Dover Historic Advisors VII, its general partner
By: EPK, Inc., managing partner
By: /s/ Spencer Wertheimer ---------------------- SPENCER WERTHEIMER President (principal executive officer, principal financial officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIVERSIFIED HISTORIC INVESTORS VII
By: Dover Historic Advisors VII, its general partner
By: EPK, Inc., managing partner
Date: September 6, 2005 By: /s/ Spencer Wertheimer ----------------- ---------------------- SPENCER WERTHEIMER President (principal executive officer, principal financial officer)