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, 1996 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) (561) 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, 1996 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition, as of June 30, 1996 (Unaudited) and December 31, 1995 . . . . . . . . . . . . . 3 Statements of Operations, for the three and six month periods ended June 30, 1996 and 1995 (Unaudited). . . . . . 4 Statements of Cash Flows, for the three months ended June 30, 1996 and 1995 (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 June 30, December 31, 1996 1995 ASSETS (Unaudited) Investments in real estate Land $ 1,900,000 $ 1,900,000 Building and improvements 3,696,669 2,986,895 5,596,669 4,886,895 Less: Accumulated depreciation 227,405 125,992 Net investment in real estate 5,369,264 4,760,903 Wrap-around mortgage notes receivable - 4,489,845 Deferred gain on sales of real estate - (2,402,387) - 2,087,458 Other assets Cash 4,072 5,270 Investments, at cost which approximates market 3,379,515 1,850,930 Accounts receivable - 6,447 Prepaid insurance 14,645 44,867 Escrow and deposits and other assets 20,010 20,010 Total other assets 3,418,242 1,927,524 Total assets $ 8,787,506 $ 8,775,885 LIABILITIES AND PARTNERS' CAPITAL Mortgage notes payable $ - $ 1,143,793 Accounts payable 4,381 176,106 Accrued liabilities 103,178 188,591 Accrued liabilities to affiliates 292,259 36,176 Security deposits 56,815 51,785 Total liabilities 456,633 1,596,451 Partners' capital Limited Partners, 22,261 units 8,240,551 7,100,786 General Partners, 228 units 90,322 78,648 Total Partners' capital 8,330,873 7,179,434 Total liabilities and Partners' capital $ 8,787,506 $ 8,775,885 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, 1996 1995 1996 1995 Revenues Rents and other tenant charges $ 407,034 $ 381,424 $ 788,330 $ 496,067 Interest on wrap-around mortgage notes receivable 106,592 135,530 213,427 271,282 Other income 70,357 71,076 159,249 98,326 583,983 588,030 1,161,006 865,675 Expenses Maintenance, custodial salaries and related expenses 36,393 31,026 80,604 36,686 Real estate management fees 23,662 27,123 46,168 32,891 Investment management/real estate commission 277,778 7,260 284,688 14,520 Mortgage servicing fee 1,402 3,088 3,707 10,054 Property taxes 37,500 36,714 75,000 48,952 Depreciation and amortization 66,752 11,242 101,413 11,242 Insurance 12,750 13,980 25,500 18,640 Utilities 95,268 112,695 215,767 135,828 Repairs and maintenance 64,904 66,042 123,446 74,602 Legal and accounting 6,593 15,583 12,250 22,220 Interest 19,152 39,237 43,291 79,178 Administrative and other 36,916 33,513 67,599 59,471 679,070 397,503 1,079,433 544,284 Income (loss) from existing assets (95,087) 190,527 81,573 321,391 Discount on settlement of note (680,340) - (680,340) - Income (loss) from operations (775,427) 190,527 (598,767) 321,391 Gain on sale of real estate 2,402,387 - 2,402,387 - Net income $ 1,626,960 $ 190,527 $ 1,803,620 $ 321,391 Allocated to Limited partners, 22,261 units $ 1,610,465 $ 188,595 $ 1,785,334 $ 318,133 General partner, 228 units 16,495 1,932 18,286 3,258 $ 1,626,960 $ 190,527 $ 1,803,620 $ 321,391 Net income per partnership unit based on 22,489 Partnership units outstanding $ 72.34 $ 8.47 $ 80.20 $ 14.29 MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended June 30, 1996 1995 Operating Activities Net income $ 1,803,620 $ 321,391 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 101,413 11,242 Gain on sale of property (2,402,387) - Discount on settlement of note 680,340 - Amortization of discount on mortgage note receivable - (12,911) Decrease in accounts receivable 6,447 7,355 Decrease (increase) in prepaid insurance 30,222 (13,975) Increase in escrow deposits and other assets - (20,010) (Decrease) increase in accounts payable (171,725) 9,928 (Decrease) increase in accrued liabilities (85,413) 90,860 Increase in accrued liabilities to affiliates 256,083 11,031 Decrease in unfunded distributions payable - (552,470) Increase in security deposits 5,030 51,935 Net cash provided by (used in) operating activities 223,630 (95,624) Investing Activities Capital improvement to real estate (709,774) (18,778) Net cash used in investing activities (709,774) (18,778) Financing Activities Proceeds from payoff of Ross Ridge wrap- around mortgage note receivable 3,788,960 - Payments received on wrap-around mortgage notes receivable 20,545 18,690 Principal payoff on Ross Ridge mortgage note payable (1,103,937) - Principal payments on mortgage notes payable (39,856) (65,532) Distributions to Partners (652,181) - Net cash provided by (used in) financing activities 2,013,531 (46,842) Increase (decrease) in cash and cash equivalents 1,527,387 (161,244) Cash and cash equivalents - January 1 1,856,200 1,668,060 Cash and cash equivalents - June 30 $ 3,383,587 $ 1,506,816 Non-Cash Activities Foreclosure on Las Cortes Apartments: Decrease in wrap-around mortgage note receivable $ - $(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 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 1995 financial statements to conform to the presentation of 1996 results of operations. MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) June 30, 1996 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operations of the Partnership are centered on one apartment complex (Las Cortes Apartments, located in Dallas, Texas) owned by the Partnership. On January 15, 1995, the owners of Las Cortes Apartments (also know 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. On June 28, 1996, the Partnership received $2,681,681 in repayment of the Ross Ridge Apartments mortgage note receivable. The amount represents the difference between (a) the remaining principal on the note less a discount of $680,340 ($3,788,960) and (b) the principal and accrued interest on the underlying mortgage note payable with respect to this property ($1,107,279). The Partnership previously recorded the sale under the installment method of accounting and, as a result of the payoff, recognized a gain of $2,402,387. The Partnership's total revenues remained relatively constant for the three months ended June 30, 1996 as compared to the same period of the prior year. Total revenues increased $295,331 or 34% for the six months ended June 30, 1996 as compared to the same period of the prior year. Rents and other tenant charges increased $292,263 or 59% due primarily to rental activity for 1996 being for a period of six months, and 1995 being for four months. Expenses of the Partnership increased $281,567 or 71% for the quarter ending June 30, 1996 as compared to the same period of the prior year. There was a $535,149 or 98% increase in total expenses for the six months ended June 30, 1996. The increase for both periods in the investment management/real estate commission results from the fee due to the General Partner following the payoff of the Ross Ridge Apartments mortgage note receivable. Increases in all other expense categories for the six month period are a result of the rental activity for a six month period in 1996 and a four month period in 1995 at Las Cortes Apartments. 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 the continued performance of Las Cortes Apartments. An unanticipated decline in the performance of Las Cortes Apartments could have a negative effect upon the long-term liquidity of the Partnership. Funds generated from operations have primarily been utilized to meet debt service obligations and, when possible, distribute funds to the Partners. Funds in excess of Partnership reserves resulted in distributions totaling $652,181 or $29.00 per unit being paid during the six months ended June 30, 1996. MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) June 30, 1996 PART II - OTHER INFORMATION Item 6. Exhibits and Report on Form 8-K (b) No report on Form 8-K has been filed during the quarter ended June 30, 1996. 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 Date: August 13, 1996 RICHARD L. DAVIS Richard L. Davis President - Chief Executive Officer Date: August 13, 1996 JOHN J. KAMMERER John J. Kammerer Principal Accounting Officer