BOSTON FINANCIAL TAX CREDIT FUND VII LP
10-Q, 2000-08-14
OPERATORS OF APARTMENT BUILDINGS
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August 14, 2000




Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Re:    Boston Financial Tax Credit Fund VII, A Limited Partnership
       Report on Form 10-Q for Quarter Ended June 30, 2000
       File Number 0-24584


Dear Sir/Madam:

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934, there is filed herewith one copy of subject report.


Very truly yours,


/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller





TC7-Q1.DOC


<PAGE>


                                  UNITED STATES
                       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, 2000
                                       ------------------------------------

                                       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 0-24584

          Boston Financial Tax Credit Fund VII, A Limited Partnership

            (Exact name of registrant as specified in its charter)


                Massachusetts                           04-3166203

      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)


   101 Arch Street, Boston, Massachusetts                      02110-1106

  (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code            (617) 439-3911
                                                         ----------------------


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 X No .


<PAGE>


                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                TABLE OF CONTENTS




PART I - FINANCIAL INFORMATION                                         Page No.
------------------------------                                         --------

Item 1.   Financial Statements

          Balance Sheets - June 30, 2000 (Unaudited)
               and March 31, 2000                                          1

          Statements of Operations (Unaudited) -
               For the Three Months Ended June 30, 2000 and 1999           2

          Statement of Changes in Partners' Equity (Deficiency)
               (Unaudited) - For the Three Months Ended June 30, 2000      3

          Statements of Cash Flows (Unaudited) -
               For the Three Months Ended June 30, 2000 and 1999           4

          Notes to the Financial Statements (Unaudited)                    5

Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations               7

PART II - OTHER INFORMATION

Items 1-6                                                                  9

SIGNATURE                                                                  10



<PAGE>


                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                  June 30,            March 31,
                                                                                    2000                2000
                                                                                  (Unaudited)
Assets

<S>                                                                             <C>                <C>
Cash and cash equivalents                                                       $     175,956      $     307,807
Marketable securities, at fair value                                                2,602,963          2,491,752
Restricted cash                                                                       284,311            280,053
Investments in Local Limited Partnerships (Note 1)                                 22,010,075         22,640,861
Other assets                                                                           31,898             31,930
                                                                                -------------      -------------
     Total Assets                                                               $  25,105,203      $  25,752,403
                                                                                =============      =============

Liabilities and Partners' Equity

Accounts payable to affiliates                                                  $     131,348      $     170,084
Accounts payable and accrued expenses                                                  36,065             36,491
                                                                                -------------      -------------
     Total Liabilities                                                                167,413            206,575
                                                                                -------------      -------------

Commitments (Note 2)

General, Initial and Investor Limited Partners' Equity                             24,968,283         25,580,333
Net unrealized losses on marketable securities                                        (30,493)           (34,505)
                                                                                -------------      -------------
     Total Partners' Equity                                                        24,937,790         25,545,828
                                                                                -------------      -------------
     Total Liabilities and Partners' Equity                                     $  25,105,203      $  25,752,403
                                                                                =============      =============

</TABLE>

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

<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                For the Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                       2000             1999
                                                                                  -------------    -------------
Revenue:
<S>                                                                               <C>              <C>
   Investment                                                                     $      40,359    $      43,995
   Other                                                                                 11,126           50,636
                                                                                  -------------    -------------
     Total Revenue                                                                       51,485           94,631
                                                                                  -------------    -------------

Expenses:
   General and administrative expenses (includes reimbursements
     to an affiliate in the amounts of $32,506 and $23,957, respectively)                61,649           51,660
   Asset management fee, related party                                                   75,499           73,888
   Amortization                                                                           8,046            8,046
                                                                                  -------------    -------------
     Total Expenses                                                                     145,194          133,594
                                                                                  -------------    -------------

Loss before equity in losses of
   Local Limited Partnerships                                                           (93,709)         (38,963)

Equity in losses of Local Limited Partnerships (Note 1)                                (518,341)        (516,104)
                                                                                  -------------    -------------

Net Loss                                                                          $    (612,050)   $    (555,067)
                                                                                  =============    =============

Net Loss allocated:
   To General Partners                                                            $      (6,121)   $      (5,551)
   To Limited Partners                                                                 (605,929)        (549,516)
                                                                                  -------------    -------------
                                                                                  $    (612,050)   $    (555,067)
                                                                                  =============    =============
Net Loss per Limited Partnership Unit
   (50,930 Units)                                                                 $      (11.90)   $       (10.79)
                                                                                  =============    ==============
</TABLE>

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

<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                    For the Three Months Ended June 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                       Initial       Investor           Net
                                       General         Limited        Limited       Unrealized
                                       Partners        Partner        Partners        Losses            Total

<S>                                   <C>            <C>          <C>               <C>            <C>
Balance at March 31, 2000             $  (188,518)   $   5,000    $   25,763,851    $   (34,505)   $  25,545,828
                                      -----------    ---------    --------------    -----------    -------------

Comprehensive Loss:
   Change in net unrealized losses
     on marketable securities
     available for sale                         -            -                 -          4,012            4,012
   Net Loss                                (6,121)           -          (605,929)             -         (612,050)
                                      -----------    ---------    --------------    -----------    -------------
Comprehensive Loss                         (6,121)           -          (605,929)         4,012         (608,038)
                                      -----------    ---------    --------------    -----------    -------------

Balance at June 30, 2000              $  (194,639)   $   5,000    $   25,157,922    $   (30,493)   $  24,937,790
                                      ===========    =========    ==============    ===========    =============
</TABLE>

The  accompanying  notes  are an  integral  part of  these financial statements.
<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                For the Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                                      2000               1999
                                                                                  -------------    -------------

<S>                                                                               <C>              <C>
Net cash provided by (used for) operating activities                              $    (129,118)   $      24,594
                                                                                  -------------    -------------

Cash flows from investing activities:
    Purchases of marketable securities                                                 (223,286)        (299,842)
    Proceeds from sales and maturities of
       marketable securities                                                            116,154          461,901
Cash distributions received from Local
       Limited Partnerships                                                             104,399           90,628
                                                                                  -------------    -------------
Net cash provided by (used for) investing activities                                     (2,733)         252,687
                                                                                  -------------    -------------

Net increase (decrease) in cash and cash equivalents                                   (131,851)         277,281

Cash and cash equivalents, beginning                                                    307,807          114,347
                                                                                  -------------    -------------

Cash and cash equivalents, ending                                                 $     175,956    $     391,628
                                                                                  =============    =============

</TABLE>

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


<PAGE>



                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                        NOTES TO THE FINANCIAL STATEMENTS
                                   (Unaudited)


The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements  and notes  thereto  included  with the Fund's Form 10-K for the year
ended March 31, 2000. In the opinion of management,  these financial  statements
include  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary  to present  fairly  the  Fund's  financial  position  and  results of
operations.  The results of  operations  for the period may not be indicative of
the results to be expected for the year.

The Managing  General Partner has elected to report results of the Local Limited
Partnerships on a 90 day lag basis because the Local Limited Partnerships report
their results on a calendar year basis.  Accordingly,  the financial information
about  the Local  Limited  Partnerships  that is  included  in the  accompanying
financial statements is as of March 31, 2000 and 1999.

1.   Investments in Local Limited Partnerships

The Fund uses the equity method to account for its limited partnership interests
in  nineteen  Local  Limited  Partnerships  which own and  operate  multi-family
housing  complexes.  The Fund,  as  Investor  Limited  Partner,  pursuant to the
various Local Limited  Partnership  Agreements,  which contain certain operating
and distribution  restrictions,  has generally acquired a 99% interest, with the
exception of Springwood which is a 19.8% interest,  in the profits,  losses, tax
credits  and  cash  flows  from   operations   of  each  of  the  Local  Limited
Partnerships.  Upon dissolution,  proceeds will be distributed according to each
respective partnership agreement.

The following is a summary of investments in Local Limited  Partnerships at June
30, 2000:
<TABLE>
<CAPTION>

Capital contributions paid to Local Limited
   Partnerships and purchase price paid to
   withdrawing partners of Local Limited
<S>                                                                                          <C>
   Partnerships                                                                              $    39,539,152

Cumulative equity in losses of Local Limited
   Partnerships (excluding cumulative unrecognized losses
   of $1,645,344)                                                                                (17,707,446)

Cash distributions received from Local Limited
   Partnerships                                                                                     (878,276)
                                                                                             ---------------
Investments in Local Limited Partnerships before
   adjustments                                                                                    20,953,430
Excess of investment costs over the underlying net
   assets acquired:

   Acquisition fees and expenses                                                                   1,252,338

   Accumulated amortization of acquisition fees and expenses                                        (195,693)
                                                                                             ---------------

Investments in Local Limited Partnerships                                                    $    22,010,075
                                                                                             ===============
</TABLE>

The Fund's  share of the net losses of the Local  Limited  Partnerships  for the
three months  ended June 30, 2000 is  $703,282.  For the three months ended June
30, 2000, the Fund has not recognized  $184,941 of equity in losses  relating to
one Local Limited  Partnership  where  cumulative  equity in losses exceeded its
total investment in the Local Limited Partnership.

<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)


2.   Commitments

At June 30, 2000,  the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local Limited  Partnership  Agreements and
total approximately  $408,000. In addition,  the Fund has set aside $217,000 for
future capital contributions to one Local Limited Partnership.

<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Certain matters  discussed herein constitute  forward-looking  statements within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. The Fund
intends  such  forward-looking  statements  to be  covered  by the  safe  harbor
provisions  for  forward-looking  statements and is including this statement for
purposes of  complying  with these safe  harbor  provisions.  Although  the Fund
believes the forward-looking statements are based on reasonable assumptions, the
Fund can give no assurance  that their  expectations  will be  attained.  Actual
results  and  timing of  certain  events  could  differ  materially  from  those
projected in or contemplated by the  forward-looking  statements due to a number
of factors,  including,  without  limitation,  general  economic and real estate
conditions and interest rates.

Liquidity and Capital Resources

At June 30, 2000, the Fund had cash and cash  equivalents  of $175,956  compared
with $307,807 at March 31, 2000. This decrease is due to purchases of marketable
securities and cash used for operations.  These decreases are offset by proceeds
from  sales and  maturities  of  marketable  securities  and cash  distributions
received from Local Limited Partnerships.

As of June 30, 2000,  approximately $2,263,000 of marketable securities has been
designated  as Reserves by the  Managing  General  Partner.  The  Reserves  were
established to be used for working capital of the Fund and contingencies related
to the ownership of Local Limited  Partnership  interests.  Management  believes
that the  interest  income  earned on  Reserves,  along with cash  distributions
received  from Local  Limited  Partnerships,  to the extent  available,  will be
sufficient to fund the Fund's ongoing  operations.  Reserves may be used to fund
operating deficits, if the Managing General Partner deems funding appropriate.

At June 30, 2000,  the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local Limited  Partnership  Agreements and
total approximately  $408,000. In addition,  the Fund has set aside $217,000 for
future capital contributions to one Local Limited Partnership.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide  additional  funds to Local  Limited  Partnerships  beyond its specified
investment.  Thus,  as of June 30, 2000,  the Fund had no  contractual  or other
obligation to any Local Limited  Partnership which had not been paid or provided
for, except as described above.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional  funds,  the Fund might deem it in its best  interests  to
provide such funds,  voluntarily,  in order to protect its  investment.  No such
event has occurred to date.

Cash Distributions

No cash distributions were made during the three months ended June 30, 2000.




<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Results of Operations

The Fund's  results  of  operations  for the three  months  ended June 30,  2000
resulted in a net loss of  $612,050,  as compared to a net loss of $555,067  for
the same period in 1999. The increase in net loss is primary  attributable to an
increase  in equity in losses of Local  Limited  Partnerships  and a decrease in
other revenue.

Property Discussions

As  previously  reported,  Grand  Boulevard  Renaissance,  located  in  Chicago,
Illinois,  has been experiencing  operating difficulties and has difficulties in
achieving debt service coverage. As a result of the operating difficulties,  the
Local General  Partner has begun  negotiations  with the lender in an attempt to
reduce the interest rate on the current  mortgage.  The Managing General Partner
performed a site visit in April and found the  property  to be in good  physical
condition.  As of June 30, 2000, occupancy was 83%. The Managing General Partner
will continue to work closely with the Local General  Partner and new management
agent to monitor operations.

As previously  reported,  Los Claveles II (Trujillo Alto, Puerto Rico) continues
to perform poorly. The property requires significant capital for maintenance and
repair and also faces crime and security issues. As of June 30, 2000,  occupancy
was 43%.  Effective  December 30, 1999, the property  restructured  its existing
mortgage  loan  balance,  in the  approximate  amount of $9  million,  into a $4
million first mortgage with an interest rate of 6% amortized over a 30-year term
and a $5 million  second  mortgage with no interest and  principal  payable from
cash flow.  No debt service  payments  are required  until  November  2000.  The
reduction in debt service  payments has made cash  available for use towards the
necessary  maintenance  and  repairs  required  at  the  property.  However,  if
occupancy does not improve prior to the time that debt service  payments resume,
the property will have difficulty  meeting  required debt service  payments.  As
part of the loan  restructuring,  the Local  General  Partner was  replaced.  An
affiliate  of the new Local  General  Partner  began  managing  the  property in
January, and is focused on improving occupancy.  However, to date  the new Local
General Partner  has had difficulty attracting qualified  tenants.  The Managing
General Partner will continue to closely monitor the property's operations.

Operations at Oak Ridge,  located in Macon,  Georgia,  continue to suffer due to
low  occupancy  rates  during the  current  quarter  and prior  year.  Occupancy
increased  slightly  as of June 30,  2000 to 72%, as compared to 71% as of March
31,  2000.  The low  occupancy  is  generally  attributable  to  lack of  public
transportation,  site  management  turnover,  as  well  as a fire  in one of the
buildings  during the fourth quarter of 1999. The building that  experienced the
fire was back on line as of March 2000. Also during March, a new on-site manager
was hired to further  enhance  tenant  marketing  efforts,  which include direct
mailing and posting fliers  on cars,  as well as enhanced interaction  with  the
localhousing  authority to attract more  tenants  with  Section 8  certificates.
The Managing  General Partner will be working closely with the management  agent
and Local General Partner to monitor property operations and marketing efforts.

The  Fund  has  implemented  policies  and  practices  for  assessing  potential
impairment of its investments in Local Limited Partnerships. The investments are
analyzed by real estate experts to determine if impairment  indicators exist. If
so,  the  carrying  value is  compared  to the  undiscounted  future  cash flows
expected to be derived from the asset.  If there is a significant  impairment in
carrying  value,  a  provision  to write  down the asset to fair  value  will be
recorded in the Fund's financial statements.


<PAGE>

                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)



PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

                (a)Exhibits - None

                (b)Reports  on Form 8-K - No  reports  on Form  8-K  were  filed
                   during the quarter ended June 30, 2000.



<PAGE>
                      BOSTON FINANCIAL TAX CREDIT FUND VII
                             (A Limited Partnership)

                                    SIGNATURE


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.


DATED:  August 14, 2000                 BOSTON FINANCIAL TAX CREDIT FUND VII,
                                        A LIMITED PARTNERSHIP


                                        By: Arch Street VII, Inc.,
                                            its Managing General Partner




                                           /s/Randolph G. Hawthorne
                                           Randolph G. Hawthorne
                                           Managing Director, Vice President and
                                           Chief Operating Officer

<PAGE>


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