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 September 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 September 30, 1996 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition, as of September 30, 1996 (Unaudited) and December 31, 1995 . . . . . . . . . . . . . 3 Statements of Operations, for the three month and nine month periods ended September 30, 1996 and 1995 (Unaudited) . . . 4 Statements of Cash Flows, for the three months ended September 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 September 30, December 31, 1996 1995 ASSETS (Unaudited) Investments in real estate Land $ - $ 1,900,000 Building and improvements - 2,986,895 - 4,886,895 Less: Accumulated depreciation - 125,992 Net investment in real estate - 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 4,659 5,270 Investments, at cost which approximates market 6,440,347 1,850,930 Accounts receivable 26,214 6,447 Prepaid insurance 128 44,867 Escrow and deposits and other assets 20,010 20,010 Total other assets 6,491,358 1,927,524 Total assets $ 6,491,358 $ 8,775,885 LIABILITIES AND PARTNERS' CAPITAL Mortgage notes payable $ - $ 1,143,793 Accounts payable 12,120 176,106 Accrued liabilities 488 188,591 Accrued liabilities to affiliates 613,988 36,176 Security deposits - 51,785 Total liabilities 626,596 1,596,451 Partners' capital Limited Partners, 22,261 units 5,799,443 7,100,786 General Partners, 228 units 65,319 78,648 Total Partners' capital 5,864,762 7,179,434 Total liabilities and Partners' capital $ 6,491,358 $ 8,775,885 MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 1996 1995 1996 1995 Revenues Rents and other tenant charges $ 375,621 $ 388,787 $ 1,163,951 $ 884,854 Other income 54,883 30,451 103,981 73,067 430,504 419,238 1,267,932 957,921 Expenses Maintenance, custodial salaries and related expenses 36,509 33,314 117,114 70,000 Real estate management fees 21,760 22,414 67,928 55,304 Investment management/real estate commission 600,000 59,110 884,688 73,630 Mortgage servicing fee - - - 3,275 Property taxes 38,717 36,714 113,717 85,666 Depreciation and amortization 56,181 18,151 157,594 29,393 Insurance 21,523 13,980 47,023 32,620 Utilities 21,493 55,111 127,107 148,140 Repairs and maintenance 65,492 83,728 188,938 158,330 Legal and accounting 1,964 373 14,214 22,593 Administrative and other 30,672 38,398 96,798 94,607 894,311 361,293 1,815,121 773,558 Income (loss) from existing assets (463,807) 57,945 (547,189) 184,363 Provision for loss on wrap- around mortgage note receivable - (150,000) - (150,000) Operations of disposed properties - 100,354 164,957 295,328 Income (loss) from operations (463,807) 8,299 (382,232) 329,691 Discount on settlement of note - - (680,340) - Deferred gain recognized on sale of real estate - - 2,402,386 - Gain on sale of real estate 679,508 - 679,508 - Net income $ 215,701 $ 8,299 $ 2,019,322 $ 329,691 Allocated to Limited partners, 22,261 units $ 213,514 $ 8,215 $ 1,998,850 $ 326,348 General partner, 228 units 2,187 84 20,472 3,343 $ 215,701 $ 8,299 $ 2,019,322 $ 329,691 Net income per partnership unit based on 22,489 Partnership units outstanding $ 9.60 $ .37 $ 89.79 $ 14.66 MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 1996 1995 Operating Activities Net income $ 2,019,322 $ 329,691 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 157,594 29,393 Deferred gain recognized on sale of real estate (2,402,386) - Gain on sale of property (679,508) - Discount on settlement of note 680,340 - Amortization of discount on mortgage note receivable - (17,215) Provision for loss on wrap-around mortgage note receivable - 150,000 (Increase) decrease in accounts receivable (19,767) 4,672 Decrease (increase) in prepaid insurance 44,739 (7,962) Increase in escrow deposits and other assets - (20,010) Decrease in accounts payable (163,986) (2,549) (Decrease) increase in accrued liabilities (188,103) 127,900 Increase in accrued liabilities to affiliates 577,812 56,338 Decrease in unfunded distributions payable - (552,470) (Decrease) increase in security deposits (51,785) 50,610 Net cash (used in) provided by operating activities (25,728) 148,398 Investing Activities Capital improvements to real estate (717,184) (380,515) Net cash used in investing activities (717,184) (380,515) Financing Activities Payoff received on Ross Ridge Apartments mortgage note receivable 3,788,960 - Principal payoff on Ross Ridge mortgage note payable (1,103,937) - Distributions to Partners (3,333,994) - Net proceeds from sale of property 6,000,000 - Payments received on wrap-around mortgage notes receivable 20,545 28,372 Principal payments on mortgage notes payable (39,856) (95,650) Net cash provided by (used in) financing activities 5,331,718 (67,278) Increase (decrease) in cash and cash equivalents 4,588,806 (299,395) Cash and cash equivalents - January 1 1,856,200 1,668,060 Cash and cash equivalents - September 30 $ 6,445,006 $ 1,368,665 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) September 30, 1996 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Partnership has completed the sale of its remaining property and collection on the mortgage note receivable and is in the process of now completing its liquidation and dissolution program. 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. On September 24, 1996, the Partnership sold Las Cortes Apartments for $6,000,000 less closing costs and proration of income and expenses resulting in a gain on sale of $679,507. Las Cortes and five additional properties owned by other MultiVest partnerships were sold on separate sales contracts to a purchaser not affiliated with the Partnership or its General Partner. Your General Partner believes that the terms and conditions of the sale were favorable to the Partnership. The Partnership's total revenues increased $11,266 or 3% for the three months ended September 30, 1996, and $310,011 or 32% for the nine month period as compared to the same periods of the prior year. Rents and other tenant charges increased $279,097 or 32% for the nine month period due primarily to rental activity for 1996 being for a period of nine months, and 1995 being for seven months. The Partnership foreclosed and took possession of the property on March 7, 1995. Expenses of the Partnership increased $533,018 or 148% for the quarter ending September 30, 1996 as compared to the same period of the prior year. There was a $1,041,563 or 135% increase in total expenses for the nine months ended September 30, 1996. The increase for both periods is due primarily to the increase in the investment management/real estate commission due the General Partner pursuant to the Partnership Agreement. Funds generated from collections on the wrap-around mortgage note, and 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 $3,333,994.25 or $148.25 per unit being paid during the nine months ending September 30, 1996. MULTIVEST REAL ESTATE FUND, LTD., SERIES VII (a Michigan limited partnership) September 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 September 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: NOVEMBER 14, 1996 RICHARD L. DAVIS Richard L. Davis President - Chief Executive Officer Date: NOVEMBER 14, 1996 JOHN J. KAMMERER John J. Kammerer Principal Accounting Officer