MULTIVEST REAL ESTATE FUND LTD SERIES VII
10-Q, 1996-08-14
REAL ESTATE INVESTMENT TRUSTS
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                       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      




<PAGE>
                   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





<PAGE>
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 






<PAGE>
                  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 
                                        




<PAGE>
                  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 






<PAGE>
               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.






<PAGE>
               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.






<PAGE>
                  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



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                            4072
<SECURITIES>                                   3379515
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 34655
<PP&E>                                         5596669
<DEPRECIATION>                                  227405
<TOTAL-ASSETS>                                 8787506
<CURRENT-LIABILITIES>                           456633
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     8330873
<TOTAL-LIABILITY-AND-EQUITY>                   8787506
<SALES>                                              0
<TOTAL-REVENUES>                               1161006
<CGS>                                                0
<TOTAL-COSTS>                                   956293
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               43291
<INCOME-PRETAX>                                1803620
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            1803620
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   1803620
<EPS-PRIMARY>                                    80.20
<EPS-DILUTED>                                        0
        

</TABLE>


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