SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly period ended June 30, 1995 or 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 0-7660 MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (Exact name of registrant as specified in its charter) Michigan 38-6285884 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 6100 Glades Road, Suite 205 Boca Raton, Florida 33434 (Address of principal executive offices) (Zip Code) (407) 487-6700 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 report), and (2) has been subject to such filing requirements for the past 90 days. yes x no MULTIVEST REAL ESTATE FUND, LTD. SERIES VII COMMISSION FILE NUMBER 0-7660 FORM 10-Q June 30, 1995 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition, as of June 30, 1995 and December 31, 1994 (Unaudited).............................3 Statements of Operations, for the three months and the six months ended June 30, 1995 and 1994 (Unaudited)......................4 Statements of Cash Flows, for the six months ended June 30, 1995 and 1994 (Unaudited)............................5 Notes to Financial Statements (Unaudited)..........................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........................7 PART II. OTHER INFORMATION: Item 6. Exhibits and Reports on Form 8-K...................................8 ITEM 1. FINANCIAL STATEMENTS MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) STATEMENTS OF FINANCIAL CONDITION (Unaudited) June 30, December 31, 1995 1994 ASSETS (Unaudited) Investments in real estate Land $ 1,900,000 $ - Building and improvements 2,188,050 - 4,088,050 - Less: Accumulated depreciation 11,242 - Net investment in real estate 4,076,808 - Wrap-around mortgage notes receivable 6,036,524 13,655,214 Less unamortized discount (4,304) (17,215) Allowance for loss on wrap-around mortgage note receivable (125,000) (125,000) Deferred gain on sales of real estate (2,402,387) (7,845,314) 3,504,833 5,667,685 Other assets Cash 3,928 21,060 Investments, at cost which approximates market 1,502,888 1,647,000 Accounts receivable 10,955 43,643 Prepaid insurance 13,975 - Escrow deposits and other assets 20,010 - Deferred interest receivable - 1,886,866 Total other assets 1,551,756 3,598,569 Total assets $ 9,133,397 $ 9,266,254 LIABILITIES AND PARTNERS' CAPITAL Mortgage notes payable $ 1,797,197 $ 1,862,729 Accounts payable 15,329 5,401 Accrued liabilities 91,778 918 Accrued liabilities to affiliates 21,605 10,574 Security deposits 51,935 - Unfunded distribution payable - 552,470 Total liabilities 1,977,844 2,432,092 Partners' capital Limited Partners, 22,261 units 7,077,147 6,759,014 General Partner, 228 units 78,406 75,148 Total Partners' capital 7,155,553 6,834,162 Total liabilities and Partners' capital $ 9,133,397 $ 9,266,254 3 MULTIVEST REAL ESTATE FUND, LTD. SERIES VII (a Michigan limited partnership) STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 1995 1994 1995 1994 Revenues Rents and other tenant charges $ 381,424 $ - $ 496,067 $ - Interest on wrap-around mortgage notes receivable 135,530 288,384 271,282 576,969 Other income 71,076 25,457 98,326 40,679 588,030 313,841 865,675 617,648 Expenses Maintenance, custodial salaries and related exp. 31,026 - 36,686 - Real estate management fees 27,123 - 32,891 - Investment management/real estate commission 7,260 859,945 14,520 1,062,345 Mortgage servicing fee 3,088 5,478 10,054 12,458 Property taxes 36,714 - 48,952 - Depreciation and amortization 11,242 - 11,242 - Insurance 13,980 - 18,640 - Utilities 112,695 - 135,828 - Repairs and maintenance 66,042 - 74,602 - Legal and accounting 15,583 3,543 22,220 16,816 Interest 39,237 45,842 79,178 93,730 Administrative and other 33,513 31,353 59,471 54,626 397,503 946,161 544,284 1,239,975 Income (loss) from existing assets 190,527 (632,320) 321,391 (622,327) Income from disposed properties - 133,229 - 272,196 Income (loss) from operations 190,527 (499,091) 321,391 (350,131) Gain on sale of real estate - - - 567,598 Net income (loss) $ 190,527 $ (499,091) $ 321,391 $ 217,466 Allocated to Limited partners, 22,261 units $ 188,595 $ (494,031) $ 318,133 $ 215,260 General partner, 228 units 1,932 (5,060) 3,258 2,205 $ 190,527 $ (499,091) $ 321,391 $ 217,466 Net income (loss) per partnership unit based on 22,489 Partnership units outstanding $ 8.47 $ (22.19) $ 14.29 $ 9.67 4 MULTIVEST REAL ESTATE FUND, LTD. SERIES VII (a Michigan limited partnership) STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30 1995 1994 Operating Activities Net income $ 321,391 $ 217,466 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 11,242 - Gain on sale of property - (567,598) Amortization of discount on mortgage note receivable (12,911) (12,911) Decrease (increase) in accounts receivable 7,355 (2,836) Increase in prepaid insurance (13,975) - Increase in escrow deposits and other assets (20,010) - Increase (decrease) in accounts payable 9,928 (8,914) Increase in accrued liabilities 90,860 869,713 Increase in accrued liabilities to affiliates 11,031 - Decrease in unfunded distributions payable (552,470) - Increase in security deposits 51,935 - Net cash (used in) provided by operating activities (95,624) 494,920 Investing Activities Capital improvement to real estate (18,778) - Net cash used in investing activities (18,778) - Financing Activities Proceeds from sale of property - 600,000 Payments received on wrap-around mortgage notes receivable 18,690 17,003 Principal payments on mortgage notes payable (65,532) (277,941) Net cash (used in) provided by financing activities (46,842) 339,062 (Decrease) increase in cash and cash equivalents (161,244) 833,982 Cash and cash equivalents - January 1 1,668,060 1,309,688 Cash and cash equivalents - June 30 $ 1,506,816 $ 2,143,670 Non-Cash Activities Foreclosure on Las Cortes Apartments: Decrease in wrap-around mortgage note receivables $(7,600,000) $ - Decrease in deferred gain on sale 5,442,927 - Decrease in deferred interest receivable (1,886,866) - Decrease in interest receivable (25,333) - Foreclosed property 4,069,272 - 5 MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) NOTES TO FINANCIAL STATEMENTS (Unaudited) The financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of the interim periods presented. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Partnership's latest annual report on Form 10-K. The results of operations for interim periods should not be considered as indicative of the results to be expected for a full year. Reclassifications Certain reclassifications have been made in the 1994 financial statements to conform to the presentation of 1995 results of operations. 6 MULTIVEST REAL ESTATE FUND, LTD. SERIES VII (a Michigan limited partnership) June 30, 1995 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operations of the Partnership are centered on one apartment complex owned by the Partnership (Las Cortes Apartments, see below) collections on mortgage notes received upon sale of certain of the Partnership's properties and protection of the Partnership's mortgage interest in such properties. The Partnership's total revenues increased $274,189 or 87% for the three months ended June 30, 1995, and $248,027 or 40% for the six month period, as compared to the same periods of the prior year. Interest on wrap-around mortgage notes receivable decreased $152,854 or 53% for the three months, and $305,687 or 53% for the six months ended June 30, 1995, due to the foreclosure on the wrap- around mortgage note receivable on Las Cortes Apartments. Rents and other tenant charges during 1995 represent the rental activity for Las Cortes Apartments since foreclosure (see below). Expenses of the Partnership decreased $548,658 or 58% for the quarter ending June 30, 1995 as compared to the same period of the prior year. There was a $695,691 or 56% decrease in total expenses for the six months ended June 30, 1995. The decrease for both periods in the investment management/real estate commission results from the fee due to the General Partner as of December 31, 1994 having been paid. Additional fees will continue to be due the General Partner as the Partnership continues to receive proceeds. Increases in certain expenses are a result of the resumption of operations as Las Cortes Apartments. On January 15, 1995, the owners of Las Cortes Apartments (also known as Lincoln Terrace Apartments) were required to make a mortgage balloon payment to the Partnership in the amount of $10,153,932 plus $24,170 in accrued legal expenses and out of pocket costs from previous defaults and tax escrow payment of $8,292. No payment was received by the Partnership and a Notice of Default was sent to the owners of the property on January 24, 1995. On March 7, 1995 the Partnership foreclosed on the mortgage and took title to the property. The liquidity of the Partnership is dependent upon the timely receipt of income. There are no other credit facilities currently in place and limited partners have no obligation to provide additional funds in excess of their initial cash contributions. In order to protect the Partnership in the event of a reduction in cash flow, management closely monitors the Partnership's cash position, and, when necessary, will reserve adequate funds to continue to operate the Partnership in the foreseeable future. Funds so reserved are generally invested in short-term investments. The Partnership endeavors to maintain adequate liquidity on a short-term basis as a result of its cash flow and reserve policies; however, there can be no assurance of continued collection on the existing mortgage notes, or the continued performance of the Partnership's rental property. Unanticipated collection problems on the existing notes, or a decline in the performance of the Partnership's rental property could have a negative effect upon the long-term liquidity of the Partnership. Funds generated from operations and collections on wrap-around mortgage notes have primarily been utilized to meet debt service obligations and, when possible, distribute funds to the Partners. There was no distribution of funds during the six months ending June 30, 1995. 7 MULTIVEST REAL ESTATE FUND, LTD. SERIES VII (a Michigan limited partnership) June 30, 1995 PART II - OTHER INFORMATION Item 6. Exhibits and Report on Form 8-K (a) Exhibits: (i) Exhibit 27 - Financial Data Schedule (b) No report on Form 8-K has been filed during the quarter ended June 30, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. MULTIVEST REAL ESTATE FUND, LTD. Series VII, a Michigan Limited Partnership (Registrant) By: MULTIVEST REAL ESTATE, INC., a Delaware corporation Its: Corporate General Partner RICHARD L. DAVIS Date: August 14, 1995 Richard L. Davis President - Chief Executive Officer JOHN J. KAMMERER Date: August 14, 1995 John J. Kammerer Principal Accounting Officer 8