Resource Real Estate Investors 7, L.P. - FORM 10-K

Attached files

file	filename
EX-10.1 - EXHIBIT 10.1 - Resource Real Estate Investors 7, L.P.	r7-20151231xex101.htm
EX-32.2 - EXHIBIT 32.2 - Resource Real Estate Investors 7, L.P.	r7-20151231xex322.htm
EX-31.2 - EXHIBIT 31.2 - Resource Real Estate Investors 7, L.P.	r7-20151231xex312.htm
EX-10.2 - EXHIBIT 10.2 - Resource Real Estate Investors 7, L.P.	r7-20151231xex102.htm
EX-32.1 - EXHIBIT 32.1 - Resource Real Estate Investors 7, L.P.	r7-20151231xex321.htm
EX-31.1 - EXHIBIT 31.1 - Resource Real Estate Investors 7, L.P.	r7-20151231xex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

(Mark One)



þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

There is no public market for the Registrant' securities.

Documents Incorporated by Reference: None

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

INDEX TO ANNUAL REPORT

ON FORM 10-K



			Page
PART I
	Item 1:	Business	4
	Item 1A:	Risk Factors	5
	Item 1B:	Unresolved Staff Comments	5
	Item 2:	Properties	5
	Item 3:	Legal Proceedings	5
	Item 4:	Mine Safety Properties	5

PART II
	Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
	Item 6:	Selected Financial Data	6
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	11
	Item 8:	Financial Statements and Supplementary Data	12
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
	Item 9A:	Controls and Procedures	26
	Item 9B:	Other Information	26

PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	27
	Item 11:	Executive Compensation	29
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
	Item 13:	Certain Relationships and Related Transactions, and Director Independence	29
	Item 14:	Principal Accounting Fees and Services	31

PART IV
	Item 15:	Exhibits and Financial Statement Schedules	32

SIGNATURES			33

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PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report on Form 10-K (this “Report”) include “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.

Forward-looking statements contained in this Report are based on our beliefs, assumptions and expectations for our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Forward-looking statements we make in this Report are subject to various risks and uncertainties that could cause actual results to vary from our forward-looking statements, including:


•	changes in our industry, interest rates or the general economy;


•	decrease in tenant occupancy rates;


•	increased rates of tenant default


•	availability, terms and deployment of debt funding for any property we may acquire;


•	increase in operating expenses at our properties;


•	increase in capital expenditures to maintain or enhance our properties;


•	the timing of cash flows, if any, from our investments and payments for debt service;


•	the degree and the nature of our competition in the geographic areas in which our properties are located; and


•	availability and retention of qualified personnel to manage and operate out properties.

We caution you not to place undue reliance on these forward-looking statements which speak only as of the date of this Report. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.

As used herein, the terms “we,” “us,” or “our” refer to Resource Real Estate Investors 7, L.P.

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ITEM 1. BUSINESS

General

Resource Real Estate Investors 7, L.P., is a Delaware limited partnership which was formed on March 28, 2008 and commenced operations on June 16, 2008. We own in fee, operate and invest in multifamily residential rental properties, which we refer to as the Properties, located in South Carolina and Texas. We may also 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. We currently do not own any real estate debt investments.

Our general partner, Resource Capital Partners, Inc., or the General Partner (the "GP"), is in the business of sponsoring and managing real estate investment limited partnerships and tenant in common programs, or TICs. Our General Partner operates and manages our Properties on our behalf, and is responsible for evaluating, managing, refinancing, and selling our Properties on our behalf. Our General Partner is an indirect wholly owned subsidiary of Resource America, Inc., (or RAI), a publicly traded company (NASDAQ: REXI) operating in the real estate, financial fund and commercial finance management sectors.

Our goals are to generate regular cash distributions from our operations, gains from the potential appreciation in the value of our Properties, and cash for our partners’ distributions from the sale or refinancing of the Properties.

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. In February 2016, the GP extended the Partnership's term for one year until March 28, 2017.

Our Management

As we do not have any officers, directors or employees, we rely solely on the officers and employees of our General Partner and its affiliates for the management of our Properties. Our General Partner and its affiliates, Resource Real Estate Management, LLC and Resource Real Estate, Inc., also conduct business activities of their own in which we have no economic interest. Employees of our General Partner and its affiliates who provide us with services are not required to work full-time on our affairs. These employees devote significant time to the affairs of our General Partner and its affiliates and are compensated by our General Partner and its affiliates for the services rendered to them. There may be significant conflicts between us and our General Partner and its affiliates regarding the availability of those employees to manage us and our Properties.

Real Estate Manager

Resource Real Estate Management, LLC, or Resource Real Estate Management, a wholly owned subsidiary of General Partner, manages or supervises the management of our Properties under a real estate management agreement with us or our subsidiary holding legal title to a particular Property. Resource Real Estate Management is a Delaware limited liability company that was formed in 2005 for the purpose of managing the real estate investments of our General Partner and its affiliates either for their own account or for other real estate programs. In October 2007, Resource Real Estate Management, Inc., d/b/a Resource Residential, a wholly owned subsidiary of Resource America, was formed to manage residential real estate investments for Resource Real Estate Management. For a discussion of the management fees payable under these arrangements, see Item 13.

Distribution Allocations

Distributable cash, which includes both distributable cash from operations as well as from capital transactions, will be distributed as described below.

Distributable cash from operations will be distributed in the following order of priority:


•	first, 100% to the limited partners until they have each received distributions from us, including distributions of distributable cash from capital transactions, equal to their respective preferred return of 8.25% if they subscribed for their units on or before December 31, 2007 or 8% if they subscribed for their units after December 31, 2007, which we refer to as their Preferred Return; and


•	thereafter, 80% to the limited partners and 20% to our General Partner.

Distributable cash from capital transactions, which includes cash received from the sale or refinancing of a Property, or the sale or repayment in full of all outstanding principal and interest due and owing to us on a real estate debt investment, will be distributed in the following order of priority:


•	first, 100% to our limited partners until they have each received distributions from us, including distributions of distributable cash from operations, equal to their respective Preferred Return;

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•	second, 100% to our limited partners until their respective adjusted capital contribution has been reduced to zero; and


•	thereafter, 80% to our limited partners and 20% to our General Partner.

An adjusted capital contribution is the amount originally paid for the limited partnership interest, less previous distributions of distributable cash from capital transactions.

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. For example, if our General Partner determines that we do not have the necessary cash flow, taking into account future distributions to our other limited partners, investments, and foreseeable operating expenses, a unitholder’s request may be declined. In addition, our General Partner may not approve the redemption of units if it concludes that the redemption might cause our total unit transfers in the year, subject to certain exceptions, to exceed 2% of our total capital or profits interests. All of these determinations are subjective and will be made in our General Partner’s sole discretion. We will also determine the redemption price based on provisions set forth in the First Amended and Restated Agreement of Limited Partnership, or the Partnership Agreement. To the extent the formula for arriving at the redemption price has any subjective determinations, they will fall within the sole discretion of our General Partner. If we lack the requisite liquidity to redeem the units, our General Partner, in its sole discretion, may purchase the units on generally the same terms as we would have redeemed the units. As of the date of this Report, 5,000 units have been redeemed. During the years ended December 31, 2015 and December 31, 2014, we did not receive any redemption requests.

Available Information

We file annual, quarterly and current reports with the Securities and Exchange Commission, or SEC. The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet address of the SEC site is http://www.sec.gov.

ITEM 1A. RISK FACTORS

Omitted as permitted under rules applicable to smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Omitted as permitted under rules applicable to smaller reporting companies.

ITEM 2. PROPERTIES

See Item 7 - “Overview.”

ITEM 3. 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.

ITEM 4. MINE SAFETY PROPERTIES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

Our limited partner units are not publicly traded. There is no established market for our limited partner units and it is unlikely that any will develop. As of March 29, 2016 there were 596 holders of record of our limited partnership units.

We pay distributions monthly. During 2015, we paid to the General Partner $2.1 million of the investment management fee due to the sale of two of the Properties. Total distributions paid to Limited Partners were $17.1 million and $1.6 million in 2015 or 2014, respectively. The following table details these distributions by month:



	December 31, 2015				December 31, 2014
	Distributions		Per Unit		Distributions		Per Unit
January	$	136,871	$	0.042	$	136,495	$	0.042
February	136,871		0.042		136,495		0.042
March	9,067,732		2.773		136,495		0.042
April	126,669		0.039		136,495		0.042
May	126,669		0.039		136,494		0.042
June	126,669		0.039		136,869		0.042
July	126,670		0.039		136,870		0.042
August	126,676		0.039		136,870		0.042
September	126,677		0.039		136,870		0.042
October	126,677		0.039		136,870		0.042
November	126,677		0.039		136,870		0.042
December	6,775,463		2.072		136,871		0.042
Total distributions for the year	$	17,130,321	$	5.239	$	1,640,564	$	0.504

We do not have any equity compensation plans.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data have been omitted as permitted under rules applicable to smaller reporting companies.


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion relates to our financial statements and should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Report. Statements contained in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are not historical facts may be forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to materially differ from those projected. See “Cautionary Note Regarding Forward-Looking Statements.”

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 South Carolina and Texas. 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 December 31, 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.

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As of December 31, 2015, we own four multifamily residential rental Properties through our 100% owned subsidiaries. During the year ended December 31, 2015 we sold 2 multifamily properties. The following table presents our multifamily residential rental properties:



Subsidiary / Property	Purchase Date	Leverage Ratio ⁽¹⁾	Number of Units	Property Location
RRE Tamarlane Holdings, LLC, or Tamarlane ⁽³⁾	07/31/2008	68%	—	—
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 The Hills ⁽²⁾	12/19/2008	65%	—	—
RRE Woodland Village Holdings, LLC, or Village	03/07/2012	77%	308	Columbia, SC
			774


(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.


(3)	Tamarlane, a 115 unit multifamily apartment complex in Maine, was sold on December 1, 2015.

The following table sets forth operating statistics about our multifamily residential rental properties. This table does not include information with respect to two properties, Woodland Hills and Tamarlane, which were sold during fiscal year 2015:



	Average Occupancy Rate ⁽¹⁾		Average Effective Rent per Square Foot ⁽²⁾				Ratio of Operating Expense to Revenue ⁽³⁾
	December 31,		December 31,				December 31,
Apartment Complex	2015	2014	2015		2014		2015	2014
Bent Oaks	93.1%	95.9%	$	1.24	$	1.22	59%	52%
Cape Cod	94.8%	94.1%	$	1.01	$	0.96	59%	58%
Woodhollow	94.1%	93.9%	$	1.08	$	1.06	63%	56%
Village	94.4%	94.3%	$	0.55	$	0.54	63%	59%


(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 the 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.


•	net 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 occupancy rates 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

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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 year ended December 31, 2015 of approximately 0.45%, with an average occupancy of 94.1% as compared to an average occupancy rate of 94.6% during the same period of 2014. Our Properties also experienced an overall increase in the average effective rent per square foot of $0.02 during the year ended December 31, 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 year ending December 31, 2015 was to increase rental revenue for the year for the remaining properties.

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.

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 we expect that our financing costs will remain relatively stable during fiscal year 2016.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

The following table sets forth the results of our operations for the periods indicated (in thousands, except per unit data):



	December 31,						Increase (Decrease)
	2015			2014			Amount			Percent
Revenues:
Rental income	$	10,341		$	12,278		$	(1,937	)	(16	)%

Expenses:
Rental operating	5,385			6,097			(712		)	(12	)%
Management fees – related parties	768			935			(167		)	(18	)%
General and administrative	503			574			(71		)	(12	)%
Depreciation and amortization	1,872			2,706			(834		)	(31	)%
Total expenses	8,528			10,312			(1,784		)	(17	)%

Income before other income (expenses)	1,813			1,966			(153		)	(8	)%

Other Income (expenses):
Interest expense, net	(1,957		)	(2,529		)	(572		)	23	%
Gain on sale of rental properties	17,645			—			17,645			100	%
Loss on disposal of fixed assets	(16		)	(37		)	(21		)	57	%
Total other income (expenses)	15,672			(2,566		)	18,238			(711	)%

Net income (loss)	$	17,485		$	(600	)	$	18,085		(3,014	)%

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

Net income (loss) per weighted average limited partner unit, basic and diluted	$	5.35		$	(0.18	)

Revenues

We attribute the $1.9 million decrease in revenues principally to the sale of the Hills and Tamarlane properties in the first and fourth quarter of 2015, respectively. Average effective rent per square foot and occupancy rates have varied within our expected range.

Expenses

We attribute the $1.8 million decrease in expenses principally to:


•	a $712,000 decrease in rental operating expenses primarily due to:


▪	a $112,000 decrease in insurance expense as a result of limited losses in the property and general liability insurance portfolio pool managed by RAI,

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▪	a $501,000 decrease in operating expenses due to sale of the Hills and Tamarlane in the first and fourth quarter of 2015, respectively, and


▪	a $99,000 decrease in real estate taxes primarily attributable to the sale of the Hills in the first quarter of 2015.


•	a $167,000 decrease in management fees corresponding to the decrease in revenues attributable to the sale of the Hills and Tamarlane.


•	a $834,000 decrease in depreciation and amortization of which $677,000 related to the sale of the Hills and $147,000 related to Tamarlane.

Other income (expense)


•	a $18.2 million increase in other income (expense) is principally due to the gain on sale of rental properties of $9.6 million and $8.0 million realized on the disposition of the Hills and Tamarlane, respectively.


•	a $572,000 decrease in interest expense is related to the amortization of principal balances on our mortgage notes and the payoff of the Hills and Tamarlane mortgages upon sales of the Properties.

Liquidity and Capital Resources

The following table sets forth our net sources and uses of cash (in thousands):



	Years Ended
	December 31,
	2015			2014
Net cash provided by operating activities ⁽¹⁾	$	656		$	2,446
Net cash provided by (used in) investing activities	19,222			(622		)
Net cash used in financing activities	(17,659		)	(2,298		)
Net increase (decrease) in cash	$	2,219		$	(474	)


(1)	Includes changes in operating assets and liabilities.

Our liquidity needs consist principally of funds used 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 sales of the Hills and Tamarlane to ensure adequate operating liquidity for the remaining term of the Partnership, pay off related debt and make distribution to investors. We also have retained a portion of the proceeds from the sales of the Hills and Tamarlane to ensure adequate funding for the future capital expenditures which we may determine to be necessary to position the remaining properties for eventual sale.

During the year ended December 31, 2015, we recognized net income of $17.5 million. Our results are substantially affected by gains of $9.6 million and $8.0 million realized on the sales of the Hills and Tamarlane, respectively. In comparison to the same period in 2014 when we incurred a net loss of $600,000, our 2014 results were primarily affected by non-cash expenses, principally depreciation and amortization expense, as is common for entities that own real properties. Our non-cash expenses for the years ended December 31, 2015 and 2014 included $1.9 million and $2.7 million, respectively, of depreciation and amortization. Excluding these non-cash expenses, our operations generated $1.9 million and $2.5 million, respectively, of positive adjusted cash flow from operations for the years ended December 31, 2015 and 2014, respectively. We define adjusted cash flow from operations, a non-GAAP liquidity measure, as net cash provided by operating activities as adjusted for net changes in operating assets and liabilities. Management views adjusted cash flow from operations as a useful and appropriate supplement to cash provided by operating activities, since distributions to the limited partners depend upon this measure. Unless our properties are affected by the factors referred to above in this discussion and in “Results of Operations,” we anticipate that we will generate positive adjusted cash flow from operations for the year ending December 31, 2016.

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The following table reconciles net cash provided by operating activities to adjusted cash flow from operations, a non-GAAP measure, as described in the paragraph above (in thousands):



	Years Ended
	December 31,
	2015		2014
Net cash provided by operating activities	$	656	$	2,446
Net changes in operating assets and liabilities	1,198		100
Adjusted cash flow from operations (non-GAAP)	1,854		2,546

Under our capital improvements program, we could potentially spend approximately $1.8 million during the remaining partnership term for property improvements intended to increase the Properties’ appeal to tenants and prospective purchasers. 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 next two years based on the assumption that the General Partner will exercise its right to extend the term of the partnership through March of 2018. 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 year ended December 31, 2015 and estimated future capital expenditures, which are discretionary in nature (in thousands):



Subsidiaries	Capital Expenditures		Future Discretionary Capital Expenditures
Tamarlane	$	83	$	—
Bent Oaks	62		439
Cape Cod	148		418
Woodhollow	107		422
Hills	6		—
Village	257		533
Total	$	663	$	1,812

Our capital expenditures were $663,000 during the year ended December 31, 2015. We have planned a series of future 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.

In connection with the acquisitions of our Properties, we have $25.9 million of total mortgage financing outstanding. For information regarding mortgage financing with respect to each Property, see Note 5 of the notes to our consolidated financial statements.

Our payables to related parties primarily 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 twelve months ended December 31, 2015 due to the sales of the Hills and Tamarlane. As a result, $1.9 million of the subordinated investment management fees was paid in March 2015 and $159,000 was paid in December 2015. The investment management fee continues to accrue for the remaining rental properties.

The aggregate debt service requirement for all our loans for 2016 is $1.8 million, including principal payments of $451,000. In addition to annual principal payments on the mortgage notes payable, total aggregate required escrow payments are $4.6 million through April 1, 2019.

Redemption of Units

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Units." Cumulatively through December 31, 2015, a total of 5,000 units have been redeemed at an aggregate price of $46,710, although were no units were redeemed in the year then ended.

Legal Proceedings

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.

We have identified the following policies as critical to our business operations and the understanding of our results of operations.

Property Acquisitions. We allocated the purchase price of acquired properties to the acquired tangible assets and liabilities, consisting of land, building, tenant improvements, long-term debt and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, the value of unamortized lease origination costs and the value of tenant relationships, based in each case on their relative fair values. The value of in-place leases is amortized over the average remaining term of the respective lease on a straight line basis.

Impairment. We review the carrying value of each Property to determine if circumstances that indicate impairment in the carrying value of the investment exist or that depreciation periods should be modified. If we determine that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, we will record an impairment charge to reduce the carrying amount for that asset to its estimated fair value. We have not recognized any impairments of our Properties for the years ended December 31, 2015 and 2014.

Revenue Recognition. We derive our revenue primarily from rental of residential housing units with lease agreement terms of generally one year or less. We recognize 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.

Off-Balance Sheet Arrangements

As of December 31, 2015 and 2014, we do not have any off-balance sheet arrangements or obligations, including contingent obligations, other than guarantees by the General Partner of certain limited standard exceptions to the non-recourse nature of the mortgage notes which are secured by the Properties.


ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Omitted pursuant to Regulation S-K, Item 305(e).

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of

Resource Real Estate Investors 7, L.P.

We have audited the accompanying consolidated balance sheets of Resource Real Estate Investors 7, L.P. (a Delaware partnership) and subsidiaries (the “Partnership”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, changes in partners’ capital, and cash flows for each of the two years in the period ended December 31, 2015. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a)2. These financial statements and financial statement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Partnership's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Resource Real Estate Investors 7, L.P. and subsidiaries as of December 31, 2015 and 2014 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

March 29, 2016

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

CONSOLIDATED BALANCE SHEETS

(in thousands)



	December 31,
	2015			2014
ASSETS
Rental properties, at cost:
Land	$	4,201		$	8,715
Buildings and improvements	31,920			58,624
Personal property	1,551			2,127
Identifiable intangible assets	1,497			2,378
Total rental properties, at cost	39,169			71,844
Accumulated depreciation and amortization	(9,634		)	(16,255		)
Total rental properties, net	29,535			55,589

Cash	6,702			4,483
Restricted cash	1,600			1,989
Tenant receivables, net	70			20
Accounts receivable due from related parties	171			99
Prepaid expenses and other assets	71			140
Deferred financing costs, net	261			430
Total assets	$	38,410		$	62,750

LIABILITIES AND PARTNERS’ CAPITAL
Liabilities:
Mortgage notes payable	$	25,891		$	48,692
Accounts payable and accrued expenses	574			548
Real estate taxes payable	1,132			988
Accrued interest	116			196
Payables to related parties	138			2,010
Prepaid rents	114			122
Security deposits	170			273
Total liabilities	28,135			52,829
Partners’ capital	10,275			9,921
Total liabilities and partners’ capital	$	38,410		$	62,750

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

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)



	Years Ended
	December 31,
	2015			2014
Revenues:
Rental income	$	10,341		$	12,278

Expenses:
Rental operating	5,385			6,097
Management fees – related parties	768			935
General and administrative	503			574
Depreciation and amortization	1,872			2,706
Total expenses	8,528			10,312

Income before other income (expenses)	1,813			1,966

Other Income (expenses):
Interest expense, net	(1,957		)	(2,529		)
Gain on sale of rental properties	17,645			—
Loss on disposal of fixed assets	(16		)	(37		)
Total other income (expenses)	15,672			(2,566		)

Net income (loss)	$	17,485		$	(600	)

Weighted average number of limited partner units outstanding	3,270			3,270

Net income (loss) per weighted average limited partner unit, basic and diluted	$	5.35		$	(0.18	)

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

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

(in thousands, except units)



	General		Limited Partners
	Partner		Units	Amount			Total
Balance at January 1, 2014	$	1	3,269,655	$	12,160		$	12,161
Distributions	—		—	(1,640		)	(1,640		)
Net loss	—		—	(600		)	(600		)
Balance at December 31, 2014	1		3,269,655	9,920			9,921
Distributions	—		—	(17,131		)	(17,131		)
Net income	—		—	17,485			17,485
Balance at December 31, 2015	$	1	3,269,655	$	10,274		$	10,275

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

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Years Ended
	December 31,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	17,485		$	(600	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Gain on sales of rental properties	(17,645		)	—
Depreciation and amortization	1,872			2,706
Amortization of deferred financing costs	126			204
Losses on disposal of fixed assets	16			37
Changes in operating assets and liabilities:
Restricted cash	324			(277		)
Tenant receivables, net	11			2
Prepaid expense and other assets	26			12
Accounts receivable - related parties	(72		)	96
Accounts payable and accrued expenses	244			(149		)
Real estate taxes payable	144			12
Accrued interest	(25		)	(4		)
Payables to related parties	(1,872		)	365
Prepaid rents	25			34
Security deposits	(3		)	8
Net cash provided by operating activities	656			2,446

Cash flows from investing activities:
Capital expenditures	(663		)	(622		)
Proceeds from sale of rental property	19,885			—
Net cash provided by (used in) investing activities	19,222			(622		)

Cash flows from financing activities:
Distributions to limited partners	(17,131		)	(1,640		)
Principal payments on mortgage notes payable	(528		)	(658		)
Net cash used in financing activities	(17,659		)	(2,298		)

Net increase (decrease) in cash	2,219			(474		)
Cash at beginning of period	4,483			4,957
Cash at end of period	6,702			4,483

Non-cash Investing and Financing Activities
Settlement of mortgage notes payable with proceeds from sale of rental properties	22,272			—

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

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2015

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 owns and operates multifamily residential rental properties located in 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 had no such investments as of December 31, 2015 and 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 “GP”), is in the business of sponsoring and managing real estate investment limited partnerships and tenant in common programs. RCP contributed $1,000 in cash as its minimum capital contribution to the Partnership. In addition, during the years ended December 31, 2015 and 2014, RCP held a 5.62% limited partnership interest in the Partnership. 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.

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. In

February 2016, the GP extended the Partnership for one year until March 28, 2017.

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.

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”)⁽²⁾	—	—
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, or Woodland Hills Apartments (“The Hills”)⁽¹⁾	—	—
RRE Woodland Village Holdings, LLC, or Woodland Village Apartments (“Village”)	308	Columbia, SC
	774

(1) The Hills, a 228 unit multifamily apartment complex in Georgia, was sold on March 19, 2015.

(2) Tamarlane, a 115 unit multifamily apartment complex in Maine, was sold on December 1, 2015.

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015

All intercompany transactions and balances have been eliminated in consolidation.

Geographic Concentration Risk

As of December 31, 2015, the Partnership's net investments in real estate in Texas and South Carolina represented 66% and 34%, respectively, of the Partnership’s total assets. As a result, the geographic concentration of the Partnership’s portfolio makes it particularly susceptible to adverse economic developments in Texas and South Carolina real estate market. Any adverse economic or real estate developments in this market could adversely affect the Partnership’s operating results.

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 adjusts the balance quarterly. Actual results could differ from those estimates.

Supplemental Disclosure of Cash Flow Information

During the years ended December 31, 2015 and 2014, the Partnership paid $1.9 million and $2.3 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 $124,000 and $131,000 for the years ended December 31, 2015 and 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.

Concentration of Credit Risk

Financial instruments, which potentially subject the Partnership to concentration of credit risk, consist of periodic temporary deposits of cash. At December 31, 2015, the Partnership had $6.9 million of deposits at various banks, of which $5.3 million was over the insurance limit of the Federal Deposit Insurance Corporation. No losses have been experienced on such deposits.

With respect to the tax and insurance account that bank maintains, the FDIC will provide up to $250,000 insurance coverage for the interest of each mortgagor. If an individual mortgagor has interests in more than one mortgage account held in bank T & I account, those interests would be aggregated for insurance purposes. At December 31, 2015, the Partnership had $1.6 million of restricted cash related to escrow deposits at various banks, $600,000 of which was over the insurance limit of the Federal Deposit Insurance Corporation. No losses have been experienced on such deposits.

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. At December 31, 2015 there is a GAAP book basis to tax basis difference of $1.1 million due to different depreciation methods utilized.

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

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015

by taxing authorities. The Partnership may be subject to U.S. federal income tax and state/local income tax examinations for years 2012 through 2015.

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 noncancelable operating leases is approximately $4.3 million and $107,000 for the years ending December 31, 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. The Partnership has estimated that the future cash flows from its Properties will be sufficient to recover their

carrying amounts and, as a result, the Partnership did not recognize any impairment losses with respect to its Properties for either the years ended December 31, 2015 or 2014.

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 industry as a whole. The Partnership writes off receivables when they become uncollectible. At December 31, 2015 and 2014, there were $0 and $44, respectively, in allowances for uncollectible receivables.

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.

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015

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.

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.

In February 2016, FASB issued ASU No. 2016-02, "Leases" ("ASU No. 2016-02"). which is intended to improve financial

reporting about leasing transactions and requires organizations that lease assets to recognize on the balance sheet the assets and

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015

liabilities for the rights and obligations created by those leases. ASU No. 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is continuing to evaluate this guidance; however, it does not expect the adoption of ASU No. 2016-02 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):



	Years Ended
	December 31,
	2015		2014
Real estate taxes	$	1,034	$	1,089
Insurance	180		227
Capital improvements	386		673
Total	$	1,600	$	1,989

NOTE 4 - 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 December 31, 2015 and 2014 was $486,000 and $1.2 million, respectively. Estimated amortization of existing deferred financing costs for the next four years ending December 31, is as follows (in thousands):



2016	$	84
2017	82
2018	80
2019	15
	$	261

NOTE 5 - MORTGAGE NOTES PAYABLE

The following is a summary of mortgage notes payable (in thousands, except percentages):



	Balance at
	December 31,						Annual Interest Rate		Average
Property	2015		2014		Maturity Date		Annual Interest Rate		Monthly Debt Service
Tamarlane	$	—	$	8,906	05/01/2016		2.69%	⁽³⁾	$	—	⁽³⁾
Tamarlane	—		935		05/01/2016		2.69%	⁽³⁾	$	—	⁽³⁾
Bent Oaks	5,731		5,820		01/01/2019	⁽⁴⁾	5.99%		$	37	⁽¹⁾
Cape Cod	5,951		6,045		01/01/2019	⁽⁴⁾	5.91%		$	38	⁽¹⁾
Woodhollow	4,916		4,991		01/01/2019	⁽⁴⁾	6.14%		$	32	⁽¹⁾
Hills	—		12,527		01/01/2016		3.39%	⁽²⁾	$	—	⁽²⁾
Village	9,293		9,468		04/01/2019		3.76%		$	31	⁽¹⁾
Total	$	25,891	$	48,692


(1)	Monthly payment includes principal and interest. Interest is fixed.


(2)	On March 19, 2015, the Partnership paid the balance of the mortgage with the proceeds from the sale of the Hills.


(3)	On December 1, 2015, the Partnership paid the balance of the mortgage with the proceeds from the sale of Tamarlane.

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015


(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 Federal Home Loan Mortgage Corporation Bill Index Rate plus 2.5%.

Annual principal payments on the mortgage notes payable for the future years ending December 31, are as follows (in

thousands):



2016	$	451
2017	478
2018	504
2019	24,458
	$	25,891

In addition to annual principal payments on the mortgage notes payable, total aggregate required escrow payments are $4.6 million through April 1, 2019.

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 6 - CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In the ordinary course of its business operations, the Partnership has ongoing relationships with several related entities.

Substantially all of the receivables from related parties represents escrow funds held by RAI for self insurance. The Company'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 pool on its books. The insurance pool covers losses up to $2.5 million for property losses and the first $25,000 of each general liability loss up to an annual maximum of $1.0 million. Catastrophic insurance would cover property losses in excess of the insurance pool up to $140 million. Therefore, unforeseen or catastrophic losses in excess of the Partnership's insured limits could have a material adverse effect on the Partnership 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 December 31, 2015 and 2014, the amount of unpaid subordinated investment management fees totaled $15,000 and $1.9 million, respectively. During the year ended December 31, 2015, the Partnership paid investment management fees totaling $2.1 million due to the sales of the Hills and Tamarlane.

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 December 31, 2015 and 2014, property management fees due totaled $62,000 and $85,000, respectively. Because the Partnership has not acquired any real estate debt investments, there were no debt management fees as of December 31, 2015 and December 31, 2014.

During the ordinary course of business, RCP and RREMI advance funds for ordinary operating expenses on behalf of the Properties, which are repaid within a few days. As of December 31, 2015 and 2014, advances for ordinary operating expenses due totaled $61,000 and $67,000, respectively. Total operating expenses reimbursed during the years ended December 31, 2015 and 2014 were $1.7 million and $2.0 million, respectively. Reimbursed expenses include payroll and miscellaneous operating expenses. Reimbursed operating expenses are included in property operating expenses in the consolidated statements of operations and comprehensive loss.

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015

During the year ended December 31, 2015 and 2014, the total distributions paid to RCP were $940,000 and $92,000, respectively.

The Partnership pays Investment Management Fees and Property Management Fees to related parties. These expenses

are summarized as follows (in thousands):



	Years Ended December 31,
	2015		2014
RCP:
Investment management fees ¹	$	251	$	322

RREML:
Property management fees - 5% of gross cash receipts ²	517		613
	$	768	$	935

(1) RCP is entitled to receive an annual investment management fee, payable monthly, equal to 1% of the gross proceeds that have been deployed in real estate investments from the offering of partnership units, net of any LP interest 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.

(2) RREML is entitled to receive monthly property management fees equal to 5% of the gross operating revenues from the Partnership’s 100% owned Properties for managing or obtaining and supervising third party managers.

NOTE 7 - 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.

The following methods and assumptions were used to estimate the fair value of the Partnership’s financial instruments:


Ÿ	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 carrying amounts and estimated fair values of the Partnership’s financial instruments were as follows (in thousands):

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RESOURCE REAL ESTATE INVESTORS 7, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS − (Continued)

DECEMBER 31, 2015



	December 31, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgage notes payable:
Tamarlane	$	—	$	—	$	9,842	$	9,867
Bent Oaks	5,731		6,121		5,820		6,327
Cape Cod	5,951		6,343		6,045		6,554
Woodhollow	4,916		5,234		4,990		5,416
Hills	—		—		12,527		12,342
Village	9,293		9,305		9,468		9,485
Total mortgage notes payable	$	25,891	$	27,003	$	48,692	$	49,991

NOTE 8 - SALE OF RENTAL PROPERTY

The Partnership recognized the gains on sales of rental properties separately in the Consolidated Statement of Operations. In March 2015, the Partnership sold its interest in the Hills and recognized a gain of $9.6 million on the sale. In December 2015, the Partnership sold its interest in Tamarlane and recognized a gain of $8.0 million on the sale. Pretax net income (loss) for The Hills was $135,000 and $91,000 for the years ended December 31, 2015 and 2014, respectively. Pretax net income (loss) for Tamarlane was $332,000 and $(108,000) for the years ended December 31, 2015 and 2014, respectively.

NOTE 9 - SUBSEQUENT EVENTS

The Partnership has evaluated subsequent events through the date these consolidated financial statements were issued and determined that no events have occurred, other than those disclosed above, which would require an adjustment to the consolidated financial statements.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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, the chief executive officer and chief financial officer of our General Partner concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Management's Report on Internal Controls over Financial Reporting

Our General Partner is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our General Partner assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, the General Partner used the criteria set forth in the 2013 version of the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this assessment, our General Partner concluded that, as of December 31, 2015, our internal control over financial reporting is effective.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Wall Street Consumer Protection Act, which exempted smaller reporting companies from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our year ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We do not have any officers, directors or employees. Rather, our General Partner manages our activities and supervises our Real Estate Investments using its affiliates under the provisions of our Limited Partnership Agreement which governs its conduct. Officers of our General Partner and its affiliates may spend a substantial amount of time managing its business and affairs and may face a conflict regarding the allocation of their time between our business and affairs and their other business interests.

Directors and Executive Officers of Our General Partner

The following table sets forth information with respect to the executive officers, directors and key personnel of our General Partner:



NAME	AGE	POSITION OR OFFICE
Jonathan Z. Cohen	45	Director and Chairman of the Board
Alan F. Feldman	52	Director and Senior Vice President
David E. Bloom	51	Director and Senior Vice President
Kevin M. Finkel	44	President
Steven R. Saltzman	52	Vice President of Finance and Chief Financial and Accounting Officer
Darshan V. Patel	45	Chief Legal Officer
Michael Yecies	48	Secretary

Jonathan Z. Cohen, a Director since 2002. Mr. Cohen also has served as Chairman and a Director of Resource Real Estate Management since 2005 and as Chief Executive Officer, President and a Director of Resource Capital Corp., (NYSE: RSO), a real estate investment trust managed by Resource America, since its formation in 2005. Mr. Cohen has been President since 2003 and Chief Executive Officer since 2004 of Resource America and also has served as Chairman and a Director of Resource Financial Institutions Group, Inc., a subsidiary of Resource America, since 2005. Mr. Cohen was Executive Vice President of Resource America from 2001 to 2003, Senior Vice President from 1999 to 2001 and Chief Operating Officer from 2002 to 2004. He has been the Executive Vice Chairman of the Board of Directors of Atlas Growth Partners GP, LLC, the general partner of Atlas Growth Partners, L.P., an emerging growth company in the oil and natural gas industry, since its inception in 2013. Mr. Cohen has served as the Executive Chairman of the Board of Directors of Atlas Energy Group, LLC (NYSE: ATLS) since February 2015, and before that was Vice Chairman from February 2012. Mr. Cohen has served as Executive Vice Chairman of Atlas Resource Partners, L.P. (NYSE: ARP) since August 2015. Mr. Cohen served as Executive Chairman of the Board of Atlas Energy, L.P.’s general partner inform January 2012 until the Atlas Energy Merger in February 2015. Before that, he served as Chairman of the Board of Atlas Energy’s general partner from February 2011 until January 2012 and as Vice Chairman of the Board of its general partner from its formation in January 2006 until February 2011. Mr. Cohen served as the chairman of the executive committee of Atlas Energy’s general partner from 2006 until the Atlas Energy Merger in February 2015. Mr. Cohen was the Vice Chairman of the Board of Atlas Energy, Inc. from its incorporation in September 2000 until February 2011. Mr. Cohen was the Executive Vice Chair of the managing board of Atlas Pipeline Partners GP, LLC from its formation in 1999 until February 2015. Mr. Cohen was the Vice Chairman of the Board of Atlas Energy Resources, LLC and its manager, Atlas Energy Management, Inc., from their formation in June 2006 until February 2011.

Alan F. Feldman, a Director and Senior Vice President since 2004. Mr. Feldman also has served as Chief Executive Officer of Resource Real Estate, a subsidiary of Resource America, since 2004, President and a Director of Resource Real Estate Management since 2005 and a Senior Vice President of Resource America since 2002. Mr. Feldman was President of Resource Properties, a subsidiary of Resource America, from 2002 to 2005. From 1998 to 2002, Mr. Feldman was a Vice President at Lazard Freres & Co., an investment banking firm, specializing in real estate mergers and acquisitions, asset and portfolio sales and recapitalization. From 1992 through 1998 Mr. Feldman was an Executive Vice President of the Pennsylvania Real Estate Investment Trust and its predecessor, The Rubin Organization, where he was responsible for the firm’s 20 million square feet of managed retail properties. From 1990 to 1992 Mr. Feldman was a Director at Strouse, Greenberg & Co., a regional full service real estate company. From 1986 through 1988, Mr. Feldman was an engineer at Squibb Corporation. Mr. Feldman’s extensive experience and knowledge in the real estate business is an asset to our General Partner’s board.

David E. Bloom, a Director since 2002, President from 2002 to 2006 and Senior Vice President since 2006. Mr. Bloom also has served as President and a Director of Resource Real Estate since 2004, and as a Senior Vice President of Resource America, a position he has held since September 2001. Mr. Bloom joined Resource America from Colony Capital, LLC, a Los Angeles-based real estate fund, where he was a Senior Vice President as well as a Principal of Colony Capital Asia Pacific from 1999 to

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2001. While at Colony, Mr. Bloom was responsible for the identification, evaluation and consummation of new investments, and he actively participated in the firm’s equity and debt raising efforts. From 1998 to 1999, Mr. Bloom was a Director at Sonnenblick-Goldman Company, a New York based real estate investment bank. From 1992 to 1998, Mr. Bloom practiced law in the real estate and corporate departments of Wilkie Farr & Gallagher in New York and Drinker Biddle & Reath in Philadelphia. Prior to practicing law, Mr. Bloom began his real estate career in 1987 as an Acquisitions and Development Associate with Strouse, Greenberg & Company, a regional full-service real estate company. Mr. Bloom’s extensive experience and knowledge in the real estate business is an asset to our General Partner’s board.

Kevin M. Finkel, President since 2006 and Senior Vice President from 2003 to 2006, Senior Vice President of RAI since 2013 and Vice president of RAI from 2006-2006. Mr. Finkel also has served as Executive Vice President since 2008 and Director of Acquisitions since 2004 of Resource Real Estate. Mr. Finkel joined Resource America in 2002, and has been a Vice President of Resource America since 2006. Prior to joining Resource America, Mr. Finkel was an investment banker at Barclays Capital from 1998 to 2000 and at Deutsche Bank Securities from 1994 to 1998.

Steven R. Saltzman, Vice President of Finance and Chief Financial and Accounting Officer since August 2003. Mr. Saltzman also has served as Vice President and Controller of Resource Real Estate since 2004 and Vice President of Finance of Resource Real Estate Management since 2006. From 1999 to 2003, Mr. Saltzman was Controller at WP Realty, Inc., a regional developer and property manager specializing in community shopping centers. Mr. Saltzman began his real estate career in 1988 as a Property Controller at The Rubin Organization, a predecessor to the Pennsylvania Real Estate Investment Trust. Mr. Saltzman began his professional career at Price Waterhouse from 1985 to 1988.

Darshan V. Patel, Chief Legal Officer since 2002. Mr. Patel also has served as Vice President of Resource America since 2005 and Associate General Counsel for Resource America since 2001. From 1996 to 1998, Mr. Patel was associated with the law firm of Glynn & Associates practicing litigation and real estate law.

Michael S. Yecies, Senior Vice President, Chief Legal Officer and Secretary since 1998. Mr. Yecies has served as Senior

Vice President since 2005, Vice President from 1998 to 2005, and Senior Vice President, Chief Legal Officer and Secretary of

Resource Capital Corp. since its inception in 2005. Mr Yecies previously served as Chief Legal Officer and Secretary of Atlas

Energy, Inc., and Atlas Pipeline Partners GP, LLC since their inception through their initial public offerings and subsequent spinoffs from Resource America. Michael was an attorney in the Corporate and Special Litigation Departments at Duane Morris LLP (an international law firm) from 1994 to 1998.

Code of Business Conduct and Ethics

Because we do not directly employ any persons, we rely on a Code of Business Conduct and Ethics adopted by Resource America that applies to the principal executive officer, principal financial officer and principal accounting officer of our General Partner, as well as to persons performing services for us generally. You may obtain a copy of this code of ethics by a request to our General Partner, Resource Capital Partners, at One Crescent Drive, Suite 203, Navy Yard Corporate Center, Philadelphia, PA 19112.

Audit Committee Financial Expert

Neither we nor our General Partner’s Board of Directors has a standing audit committee; our General Partner’s entire Board of Directors acts as the audit committee. Our General Partner’s Board of Directors does not currently have any member who qualifies as an audit committee financial expert. We believe that the cost related to retaining such a financial expert at this time is prohibitive for a small entity such as ours, and that it would reduce amounts otherwise distributable to our LPs.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, requires the directors and executive officers of our General Partner, our General Partner, and holders greater than 10% of our limited partnership interests to file reports with the SEC. SEC regulations require us to identify anyone who filed a required report late during the most recent fiscal year. Based on our review of these reports, we believe that the filing requirements for all of these reporting persons were complied with during 2015.

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ITEM 11. EXECUTIVE COMPENSATION

We have no directors or officers and we do not directly employ any persons to manage or operate our business. Our affairs are managed by our General Partner and its affiliates. As compensation for its services, we pay our General Partner various fees as set forth in Item 13.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

RELATED STOCKHOLDER MATTERS

The following table sets forth the number and percentage of our limited partnership interests owned by beneficial owners of 5% or more of our limited partnership interests as well as the beneficial ownership of our General Partner, and its officers and directors, as of March 29, 2016. Under the terms of the Partnership Agreement, our affairs are managed by our General Partner. We do not have any officers or directors. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days.



Title of Class	Name and address of beneficial owner ⁽¹⁾	Amount and nature of beneficial ownership ⁽²⁾	Percent of Class
Units of limited partnership interest	Resource Capital Partners, Inc.	183,768 units	5.62	%

Units of limited partnership interest	Jonathan Z. Cohen, Chairman of the Board and Director	−	−
	Alan F. Feldman, Senior Vice President and Director	−	−
	Kevin M. Finkel, President	−	−
	Steven R. Saltzman, Vice President - Finance	−	−
	David E. Bloom, Senior Vice President and Director	−	−
	Darshan V. Patel, Chief Legal Officer and Assistant Secretary	−	−
	Michael S. Yecies, Secretary
	All directors and executive officers as a group	−	−


(1)	The address for each beneficial owner is One Crescent Drive, Suite 203, Philadelphia, Pennsylvania 19112.


(2)	Beneficial ownership for officers and directors excludes amounts that may be attributable to them as a result of the units beneficially owned by Resource Capital Partners.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND

DIRECTOR INDEPENDENCE

We pay our General Partner and its affiliates the following fees for their services.

Property Management Fees

We pay Resource Real Estate Management, an affiliate of our General Partner, a monthly property management fee in an amount equal to 5% of our gross cash receipts from the operation of our Properties. This fee is for Resource Real Estate Management’s services in managing the Properties or obtaining and supervising subcontractor Property managers, which may be affiliates of Resource Real Estate Management or independent third-parties. Resource Real Estate Management is permitted to manage the Properties through a property management affiliate or subcontract the management of the Properties out to unaffiliated third-party subcontractors. If Resource Real Estate Management subcontracts the management of the Properties, then it will pay all management fees payable to the subcontractor managers of our Properties. For the year ended December 31, 2015 and December 31, 2014, Resource Real Estate Management earned $517,000 and $613,000 respectively, in real estate property management fees.

Deferral of Real Estate Management Fees

We pay Resource Real Estate Management or its affiliates the real estate management fees for our Real Estate Investments from our operating revenues and our General Partner may, in its discretion, from time to time defer payment of all or any portion of such fees related to our Real Estate Investments, and accrue the same, if it deems our operating revenues are insufficient to pay such fees and still satisfy our investment objectives. We will pay any deferred fees to Resource Real Estate Management when

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our General Partner deems our operating revenues are sufficient to make such payment. As of December 31, 2015, no fees had been deferred.

Investment Management Fees

We pay our General Partner or its affiliates an annual investment management fee payable from our revenues in an amount equal to 1% of the gross offering proceeds from the offering that have been, and continue to be, deployed in real estate investments. The investment management fee is for our General Partner’s professional services rendered in our administration, including, but not limited to, the preparation and distribution of our required quarterly and annual reports to our limited partners. Since the annual investment management fee is for our General Partner’s professional services, it is in addition to the reimbursements we pay our General Partner for certain administrative expenses that it and its affiliates incur on our behalf as described below in “Reimbursement of Administrative Expenses and Direct Costs.” Up to 100% of our General Partner’s annual investment management fee is subordinated to our limited partners’ receipt of their Preferred Return. Our General Partner is entitled at any time to an additional share of our cash distributions to recoup any investment management fees or distributions that were previously subordinated to the extent that our cash distributions to our limited partners exceeded their Preferred Return. For the year ended December 31, 2015 and December 31, 2014, our General Partner earned $251,000 and $322,000 respectively, in investment management fees. During the year ended December 31, 2015 the Partnership paid $2.1 million in investment management fees to the General Partner due to the sales of the Hills and Tamarlane.

Property Financing Fee for Refinancing a Property

We pay our General Partner or its affiliates a property financing fee equal to 0.5% of the face amount of any refinancing we obtain for our interest in the Properties. This fee is for our General Partner’s or its affiliates’ services in obtaining the financing and negotiating its terms. The property financing fee for refinancing will not be paid for real estate debt investments. There were no refinancings of the Properties during the year ended December 31, 2015, accordingly, no fees were paid.

Cash Distributions to Our General Partner

Our General Partner will receive distributions from us from the following sources:


•	distributable cash from operations;


•	distributable cash from capital transactions; and


•	cash distributions to the partners upon our liquidation.

Cash distributions from our operations will be first paid to our limited partners until they have received distributions totaling their Preferred Return and thereafter, 80% to our limited partners and 20% to our General Partner.

Cash distributions from capital transactions, which include cash we receive from the sale or refinancing of a Property or the sale or repayment in full of all outstanding principal and interest due and owing to us on a real estate debt investment, are distributed in the following order:


•	first, 100% to our limited partners until they receive distributions, including distributions of distributable cash from operations, totaling their Preferred Return;


•	second, 100% to our limited partners until their respective adjusted capital contributions (amount originally paid for a limited partnership interest less previous distributions of distributable cash from capital transactions) have been reduced to zero; and


•	thereafter, 80% to our limited partners and 20% to our General Partner.

When we dissolve and liquidate, we will distribute the liquidation proceeds in the following order of priority:


•	first, to the payment of our creditors in the order of priority provided by law, except obligations to partners or their affiliates;


•	next, to establish any reserve that our General Partner (or any other person effecting the winding up) determines is reasonably necessary for any contingent or unforeseen liability or obligation;

•

next, to the payment of all unpaid fees (other than our General Partner’s right to reimbursement of any fees previously subordinated to distributions to our limited partners) and other obligations owed by us to our General Partner and its affiliates (other than expense reimbursements), such as loans to us, in proportion to, and to the extent of, the unpaid fees, advances and other obligations to our General Partner and its affiliates under the Partnership Agreement;

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•	next, to the payment of all expense reimbursements (other than our General Partner’s right to reimbursement of any fees previously subordinated to distributions to our limited partners) to which our General Partner or its affiliates may be entitled under the Partnership Agreement;


•	next, to the partners in proportion to, and to the extent of, the positive balances of their capital accounts;


•	next, 100% to our limited partners until they have received their respective Preferred Returns;


•	next, to our General Partner as reimbursement for any fees previously subordinated to distributions to our limited partners; and


•	thereafter, 80% to our limited partners and 20% to our General Partner.

During 2015, the General Partner received $2.1 million of the investment management fee due to the sale of two of the Properties.

Director Independence

Because we are not listed on any national securities exchange or inter-dealer quotation system, we have elected to use the NASDAQ National Stock Market’s definition of “independent director” in evaluating whether any of our General Partner’s directors are independent. Under this definition, the board of directors of our General Partner has determined that our General Partner does not have any independent directors, nor are we required to have any.

Parent Entities

See Item 1, “Business - General”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees. The aggregate fees billed by our independent auditors, Grant Thornton LLP for the periods ended December 31, 2015 and 2014 for professional services rendered were $139,000 and $112,000, respectively.

Audit-Related Fees. We did not incur any audit related fees from Grant Thornton LLP during 2015 and 2014.

Tax Fees. We did not incur any fees for tax services from Grant Thornton LLP during 2015 and 2014.

All Other Fees. We did not incur any other fees from Grant Thornton LLP during 2015 and 2014.

Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor. As a limited partnership, we do not have an audit committee. Our General Partner’s Board of Directors, acting as a committee of the whole, reviews and approves in advance any audit and any permissible non-audit engagement or relationship between us and our independent auditors.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)	The following documents are filed as part of this Annual Report on Form 10-K/A:

1. Financial Statements



	Report of Independent Registered Public Accounting Firm
	Consolidated Balance Sheets at December 31, 2015 and 2014
	Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014
	Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2015 and 2014
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014
	Notes to Consolidated Financial Statements - December 31, 2015

2. Financial Statement Schedules

Schedule III Investments in Real Estate

3. 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 (Tamarlane)
10.2		Agreement of Purchase and Sale - 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 annual report on Form 10-K for the year ended December 31, 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.

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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 hereunto duly authorized.



	RESOURCE REAL ESTATE INVESTORS 7, L.P.
	By: Resource Capital Partners, Inc., its general partner

March 29, 2016	By: /s/ Kevin M. Finkel
	Kevin M. Finkel
	President
	(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ Jonathan Z. Cohen	Director	March 29, 2016
JONATHAN Z. COHEN

/s/ Alan F. Feldman	Director and Senior Vice President	March 29, 2016
ALAN F. FELDMAN

/s/ David E. Bloom	Director and Senior Vice President	March 29, 2016
DAVID E. BLOOM

/s/ Kevin M. Finkel	President	March 29, 2016
KEVIN M. FINKEL	(Principal Executive Officer)

/s/ Steven R. Saltzman	Vice President - Finance	March 29, 2016
STEVEN R. SALTZMAN	(Principal Financial and Accounting Officer)

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Resource Real Estate Investors 7, L.P.

SCHEDULE III

Real Estate and Accumulated Depreciation

December 31, 2015

(dollars in thousands)



Column A	Column B		Column C		Column D		Column E		Column F			Column G	Column H	Column I
Description	Encumbrances		Initial cost to Company		Cost capitalized subsequent to acquisition		Gross amount at which carried at close of period		Accumulated depreciation			Date of construction	Date acquired	Life on which depreciation in latest income is computed
			Buildings and land improvements		Improvements carrying costs		Buildings and land improvements total
Real estate owned:
Residential	5,731		7,902		1,201		9,103		(2,528		)	1978	12/10/2008	3- 27.5 years
Austin, TX

Residential	5,951		8,407		638		9,045		(2,445		)	1985	12/10/2008	3 - 27.5 years
San Antonio, TX

Residential	4,916		6,765		1,067		7,832		(2,135		)	1974	12/12/2008	3 - 27.5 years
Austin, TX

Residential	9,293		11,500		1,689		13,189		(2,526		)	1970	3/7/2012	3 - 27.5 years
Columbia, SC
	$	25,891	$	34,574	$	4,595	$	39,169	$	(9,634	)



	2015			2014
Balance at the beginning of the period	$	71,844		$	71,377
Additions during period:
Improvements	663			584
Purchase of new asset	—			—
Deductions during period:
Sale of land	—			—
Disposals	(33,338		)	(117		)
Balance at the end of the period	$	39,169		$	71,844

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Attached files

Resource Real Estate Investors 7, L.P. Reports

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