ATEL CAPITAL EQUIPMENT FUND VII LP
10-Q, 1999-05-17
EQUIPMENT RENTAL & LEASING, NEC
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                                    Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

             |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                     the Securities Exchange Act of 1934.
                     For the quarterly period ended March 31, 1999

             |_|     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 0-24175

                      ATEL Capital Equipment Fund VII, L.P.
             (Exact name of registrant as specified in its charter)

California                                                        94-3248318
(State or other jurisdiction of                               (I. R. S. Employer
incorporation or organization)                               Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a 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  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
<PAGE>


                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                   (Unaudited)


                                     ASSETS

                                                  1999               1998
                                                  ----               ----
Cash and cash equivalents                           $ 654,938       $ 1,576,029
Accounts receivable                                 4,847,847         6,380,886
Other assets                                          160,004           170,003
Investments in leases                             201,768,843       204,329,984
                                            ------------------ -----------------
Total assets                                     $207,431,632      $212,456,902
                                            ================== =================


                        LIABILITIES AND PARTNERS' CAPITAL


Lines of credit                                   $14,672,824       $11,781,707
Non-recourse debt                                  15,678,284        16,599,347
Other long-term debt                               55,983,000        61,553,000

Accounts payable:
   General Partner                                    240,051           377,955
   Other                                              818,636           684,475

Accrued interest expense                              990,528           805,753
Unearned operating lease income                     1,559,998           943,419
                                            ------------------ -----------------
Total liabilities                                  89,943,321        92,745,656
Partners' capital:
     General Partner                                 (896,450)         (717,165)
     Limited Partners                             118,384,761       120,428,411
                                            ------------------ -----------------
Total partners' capital                           117,488,311       119,711,246
                                            ------------------ -----------------
Total liabilities and partners' capital          $207,431,632      $212,456,902
                                            ================== =================

                             See accompanying notes.

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                1999               1998
                                                                ----               ----
Revenues:
   Leasing activities:
<S>                                                             <C>               <C>        
      Operating leases                                          $ 9,015,109       $ 5,392,236
      Direct financing leases                                       494,423           262,173
      Leveraged leases                                               35,872            32,879
      Gain on sales of assets                                       717,597               878
Interest                                                             12,655             6,567
Other                                                                 3,872               723
                                                          ------------------ -----------------
                                                                 10,279,528         5,695,456
Expenses:
Depreciation                                                      5,986,237         2,913,361
Interest expense                                                  1,510,812           846,237
Administrative cost reimbursements to General Partner                78,213           247,691
Equipment and incentive management fees to General Partner          493,154           295,546
Other                                                               356,304           145,296
Provision for losses                                                      -            56,954
Professional fees                                                    38,381             8,751
                                                          ------------------ -----------------
                                                                  8,463,101         4,513,836
                                                          ------------------ -----------------
Net income                                                      $ 1,816,427       $ 1,181,620
                                                          ================== =================

Net income:
   General Partner                                                $ 136,232          $ 88,622
   Limited Partners                                               1,680,195         1,092,998
                                                          ------------------ -----------------
                                                                $ 1,816,427       $ 1,181,620
                                                          ================== =================

Net income per Limited Partnership Unit                              $ 0.11            $ 0.15
Weighted average number of Units outstanding                     14,996,050         7,500,393
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                            THREE MONTH PERIOD ENDED
                                 MARCH 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                           Limited Partners        General
                               Units             Amount            Partner            Total

<S>                             <C>             <C>                  <C>             <C>         
Balance December 31, 1998       14,996,050      $120,428,411         $ (717,165)     $119,711,246
Distributions to partners                         (3,723,845)          (315,517)       (4,039,362)
Net income                                         1,680,195            136,232         1,816,427
                          ----------------- ----------------- ------------------ -----------------
Balance March 31, 1999          14,996,050      $118,384,761         $ (896,450)     $117,488,311
                          ================= ================= ================== =================
</TABLE>
                             See accompanying notes.

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                             STATEMENT OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                            1999               1998
                                                            ----               ----
Operating activities:
<S>                                                         <C>               <C>        
Net income                                                  $ 1,816,427       $ 1,181,620
Adjustments to reconcile net income to cash 
   provided by operating activities:
   Leveraged lease income                                       (35,872)          (32,879)
   Gain on sales of assets                                     (717,597)             (878)
   Depreciation                                               5,986,237         2,913,361
   Provision for losses                                               -            56,954
   Changes in operating assets and liabilities:
      Accounts receivable                                     1,533,039        (1,167,512)
      Other assets                                                9,999                 -
      Accounts payable, General Partner                        (137,904)          (88,552)
      Accounts payable, other                                   134,161          (267,595)
      Accrued interest expense                                  184,775            59,026
      Unearned lease income                                     616,579            94,733
                                                      ------------------ -----------------
Net cash provided by operations                               9,389,844         2,748,278
                                                      ------------------ -----------------

Investing activities:
Purchases of equipment on operating leases                   (4,572,733)      (11,560,028)
Purchases of equipment held for sale or lease                         -          (441,187)
Purchases of equipment on direct financing leases              (555,188)                -
Reduction of net investment in direct financing leases          414,151           106,076
Proceeds from sales of assets                                 2,042,143            10,608
                                                      ------------------ -----------------
Net cash used in investing activities                        (2,671,627)      (11,884,531)
                                                      ------------------ -----------------

Financing activities:
Borrowings under line of credit                               3,172,824                 -
Repayments of borrowings under line of credit                  (281,707)       (3,135,499)
Repayments of non-recourse debt                                (921,063)         (182,233)
Repayments of other long-term debt                           (5,570,000)                -
Distributions to limited partners                            (3,723,845)       (1,705,606)
Distributions to general partner                               (315,517)         (179,860)
Capital contributions received                                        -        16,490,640
Payment of syndication costs to General Partner                       -        (2,162,561)
                                                      ------------------ -----------------
Net cash (used in) provided by financing activities          (7,639,308)        9,124,881
                                                      ------------------ -----------------

Net decrease in cash and cash equivalents                      (921,091)          (11,372)

Cash and cash equivalents at beginning of period              1,576,029         2,014,706
                                                      ------------------ -----------------
Cash and cash equivalents at end of period                    $ 654,938       $ 2,003,334
                                                      ================== =================

Supplemental disclosures of cash flow information:
Cash paid during the period for interest                    $ 1,326,037         $ 787,211
                                                      ================== =================
</TABLE>
                             See accompanying notes.

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


1.  Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2. Organization and partnership matters:

ATEL Capital  Equipment Fund VII, L.P. (the Fund),  was formed under the laws of
the  State  of  California  on July 17 ,  1996,  for the  purpose  of  acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the amount of $600 were received as of July 17, 1996, $100 of which  represented
the General Partner's (ATEL Financial  Corporation's)  continuing interest,  and
$500 of which represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of  $1,200,000  and the  receipt of the  proceeds  thereof on January 7,
1997, the Partnership commenced operations.

The Partnership  does not make a provision for income taxes since all income and
losses will be allocated to the Partners for inclusion in their  individual  tax
returns.

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


3.  Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                               Depreciation
                                             Balance                            Expense or         Reclassi-          Balance
                                          December 31,                         Amortization      fications or        March 31,
                                              1998            Additions         of Leases        Dispositions           1999
                                              ----            ---------         ---------      - -------------          ----
<S>                                          <C>                  <C>              <C>                <C>             <C>         
Net investment in operating
   leases                                    $177,401,763         4,572,733        (5,983,509)        $ (608,064)     $175,382,923
Net investment in direct
   financing leases                            25,063,961           555,188          (414,151)          (739,394)       24,465,604
Net investment in leveraged
   leases                                       1,580,583                 -            35,872                  -         1,616,455
Assets held for sale or lease                     355,633                 -                 -             22,912           378,545
Reserve for losses                               (131,232)                -                 -                  -          (131,232)
Initial direct costs, net of
   accumulated amortization                        59,276                 -            (2,728)                 -            56,548
                                        ------------------ ----------------- ----------------- ------------------ -----------------
                                             $204,329,984       $ 5,127,921       $(6,364,516)       $(1,324,546)     $201,768,843
                                        ================== ================= ================= ================== =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                 Balance                             Reclassi-          Balance
                               December 31,                        fications or        March 31,
                                   1998           Additions        Dispositions           1999
                                   ----           ---------        ------------           ----
<S>                              <C>                <C>                 <C>             <C>         
Transportation                   $102,138,178                           $ (417,559)     $101,720,619
Manufacturing                      24,391,341       $ 2,805,839            344,073        27,541,253
Mining                             26,099,674                 -                  -        26,099,674
Marine vessels                     22,335,250                 -                  -        22,335,250
Office automation                   6,307,481         1,326,065             (3,649)        7,629,897
Materials handling                  5,574,150           440,829                  -         6,014,979
Motor vehicles                      5,454,671                 -                  -         5,454,671
Aircraft                            4,991,972                 -                  -         4,991,972
Other                               4,602,749                 -         (1,235,019)        3,367,730
Furniture and fixtures              2,461,533                 -                  -         2,461,533
                             ----------------- ----------------- ------------------ -----------------
                                  204,356,999         4,572,733         (1,312,154)      207,617,578
Less accumulated depreciation     (26,955,236)       (5,983,509)           704,090       (32,234,655)
                             ----------------- ----------------- ------------------ -----------------
                                 $177,401,763       $(1,410,776)        $ (608,064)     $175,382,923
                             ================= ================= ================== =================
</TABLE>



<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


3.  Investment in leases (continued):

All of the property on leases was acquired in 1997, 1998 and 1999.

At March 31, 1999, the aggregate amounts of future minimum lease payments are as
follows:

                                               Direct
           Year ending     Operating         Financing
          December 31,       Leases            Leases             Total
                  1999      $ 24,885,105       $ 3,873,632       $ 28,758,737
                  2000        33,910,626         4,610,702         38,521,328
                  2001        26,673,102         4,484,828         31,157,930
                  2002        18,800,226         3,555,471         22,355,697
                  2003        10,223,359         2,252,958         12,476,317
            Thereafter        12,041,962         5,404,634         17,446,596
                        ----------------- ----------------- ------------------
                            $126,534,380      $ 24,182,225       $150,716,605
                        ================= ================= ==================


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
7.0% to 10.0%.

Future minimum payments of non-recourse debt are as follows:

        Year ending
       December 31,        Principal          Interest            Total
                  1999       $ 1,865,893       $ 1,559,817        $ 3,425,710
                  2000         3,358,169         1,341,263          4,699,432
                  2001         3,900,748           978,708          4,879,456
                  2002         4,170,658           561,524          4,732,182
                  2003         1,744,858           182,192          1,927,050
            Thereafter           637,958            78,582            716,540
                        ----------------- ----------------- ------------------
                            $ 15,678,284       $ 4,702,086       $ 20,380,370
                        ================= ================= ==================




<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


5. Other long-term debt:

In 1998, the Partnership  entered into a $65 million receivables funding program
(the Program) with a receivables  financing company that issues commercial paper
rated A1 by Standard and Poors and P1 by Moody's  Investor  Services.  Under the
Program,  the receivables  financing company receives a general lien against all
of the otherwise  unencumbered  assets of the Partnership.  The Program provides
for  borrowing at a variable  interest rate  (5.23001% at March 31,  1999).  The
General Partner anticipates that the Program will allow the Partnership to avail
itself to lower cost debt than that available for individual  non-recourse  debt
transactions.  It is the  intention  of the  Partnership  to use the  Program to
finance  assets  leased to those  credits  which,  in the opinion of the General
Partner,  have a relatively  lower  potential  risk of lease  default than those
lessees with equipment  financed with  non-recourse  debt. The Partnership  will
continue to use its traditional  sources of non-recourse  secured debt financing
on a selected transaction basis as a means of mitigating credit risk.

The Program  requires the General  Partner to enter into various  interest  rate
swaps with a financial  institution  (also rated A1/P1) to manage  interest rate
exposure  associated  with  variable  rate  obligations  under  the  Program  by
effectively  converting  the variable rate debt to fixed rates.  As of March 31,
1999,  the  Partnership  receives or pays  interest on a notional  principal  of
$55,983,000, based on the difference between nominal rates ranging from 5.55% to
6.22% and the variable rate under the Program. No actual borrowing or lending is
involved.  The last of the swaps terminates in 2008. The differential to be paid
or received is accrued as interest  rates change and is recognized  currently as
an adjustment to interest expense related to the debt.

Borrowings under the Program are as follows:

                                 Original          Balance            Rate on
                                  Amount          March 31,        Interest Swap
            Date Borrowed        Borrowed            1999            Agreement
            -------------        --------            ----            ---------
               4/1/98            $ 21,770,000      $ 16,968,000        6.22%
               7/1/98            $ 25,000,000      $ 21,031,000        5.75%
               10/1/98           $ 20,000,000      $ 17,984,000        5.55%
                             ----------------- -----------------
                                 $ 66,770,000      $ 55,983,000
                             ================= =================

The long-term  debt  borrowings  mature from 2004 through 2008.  Future  minimum
principal payments of long-term debt are as follows:

          Year ending
         December 31,        Principal          Interest            Total
             1999             $ 10,518,000       $ 2,251,344       $ 12,769,344
             2000               14,861,000         2,222,543         17,083,543
             2001               11,000,000         1,432,767         12,432,767
             2002                8,716,000           861,897          9,577,897
             2003                4,666,000           485,020          5,151,020
          Thereafter             6,222,000           492,118          6,714,118
                          ----------------- ----------------- ------------------
                              $ 55,983,000       $ 7,745,689       $ 63,728,689
                          ================= ================= ==================

<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)



6.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or   Affiliates   are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by the General Partner in providing  administrative services to the Partnership.
Administrative  services  provided  include  Partnership  accounting,   investor
relations,  legal  counsel and lease and  equipment  documentation.  The General
Partner  is not  reimbursed  for  services  where it is  entitled  to  receive a
separate  fee as  compensation  for  such  services,  such  as  acquisition  and
management of equipment.  Reimbursable costs incurred by the General Partner are
allocated  to the  Partnership  based upon  actual time  incurred  by  employees
working on Partnership  business and an allocation of rent and other costs based
on utilization studies.

Substantially  all  employees  of the General  Partner  record time  incurred in
performing administrative services on behalf of all of the Partnerships serviced
by the General  Partner.  The General Partner believes that the costs reimbursed
are the lower of (i) actual costs incurred on behalf of the  Partnership or (ii)
the amount the  Partnership  would be  required to pay  independent  parties for
comparable  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Partnership Agreement as follows:
<TABLE>
<CAPTION>
                                                                                        1999               1998
                                                                                        ----               ----
<S>                                                                                       <C>             <C>        
Incentive  management  fees  (computed  as  4% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees (computed as 3.5% of gross revenues from operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues from full
payout leases, as defined in the Limited Partnership Agreement).                          $ 493,154         $ 295,546

Administrative costs reimbursed to General Partner                                           78,213           247,691

Selling commissions (equal to 9.5% of the selling price of the Limited Partnership
units, deducted from Limited Partners' capital)                                                   -         1,478,874

Reimbursement of other syndication costs                                                          -           802,670
                                                                                  ------------------ -----------------
                                                                                          $ 571,367       $ 2,824,781
                                                                                  ================== =================
</TABLE>


<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


7. Partner's capital:

As of March 31, 1998, 8,365,960 Units ($83,659,600) were issued and outstanding.
The Fund's  registration  statement with the Securities and Exchange  Commission
became  effective  November  29,  1996.  The Fund is  authorized  to issue up to
15,000,050 Units, including the 50 Units issued to the initial limited partners.

Available Cash from Operations, as defined in the Limited Partnership Agreement,
shall be distributed as follows:

First,  Distributions  of Cash  from  Operations  shall be 88.5% to the  Limited
Partners,  7.5% to the  General  Partner  and 4% to the  General  Partner or its
affiliate designated as the recipient of the Incentive Management Fee, until the
Limited  Partners have received  Aggregate  Distributions  in an amount equal to
their Original  Invested  Capital,  as defined,  plus a 10% per annum cumulative
(compounded daily) return on their Adjusted Invested Capital,  as defined in the
Limited Partnership Agreement.

Second, 85% to the Limited Partners, 7.5% to the General Partner and 7.5% to the
General  Partner or its  affiliate  designated as the recipient of the Incentive
Management Fee.

Available Cash from Sales or Refinancing,  as defined in the Limited Partnership
Agreement, shall be distributed as follows:

First,  Distributions  of Sales or  Refinancings  shall be 92.5% to the  Limited
Partners  and 7.5% to the  General  Partner,  until the  Limited  Partners  have
received  Aggregate  Distributions in an amount equal to their Original Invested
Capital, as defined,  plus a 10% per annum cumulative  (compounded daily) return
on their Adjusted Invested Capital.

Second, 85% to the Limited Partners, 7.5% to the General Partner and 7.5% to the
General  Partner or its  affiliate  designated as the recipient of the Incentive
Management Fee.


8.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on January  31,  2000.  The  agreement  includes an
acquisition  facility and a warehouse  facility which are used to provide bridge
financing  for  assets  on  leases.  Draws on the  acquisition  facility  by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.  Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.

At March 31, 1999, the Partnership had $14,672,824 of borrowings  under the line
of credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1999.


<PAGE>

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

Capital Resources and Liquidity

During  the first  quarter  of 1999,  the  Partnership's  primary  activity  was
engaging in equipment leasing activities.  During the first quarter of 1998, the
Partnership's  primary  activities  were raising  funds  through its offering of
Limited Partnership Units (Units) and engaging in equipment leasing activities.

In 1999,  the  Partnership's  primary  source of liquidity was  operating  lease
rents. The liquidity of the Partnership  will vary in the future,  increasing to
the extent cash flows from  leases  exceed  expenses,  and  decreasing  as lease
assets are acquired,  as  distributions  are made to the limited partners and to
the extent expenses exceed cash flows from leases.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on January 31, 2000.

The Partnership  anticipates reinvesting a portion of lease payments from assets
owned in new leasing  transactions.  Such reinvestment will occur only after the
payment  of  all  obligations,   including  debt  service  (both  principal  and
interest), the payment of management and acquisition fees to the General Partner
and providing for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The General  Partner  envisions  no such  requirements  for
operating purposes.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment.  Such commitments totaled approximately
$8,243,000 as of March 31, 1999.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.


Cash Flows

During  the  first  quarters  of 1998,  the  Partnership's  primary  sources  of
liquidity  were the  proceeds  of its  offering of Units.  In 1999,  the primary
source of  liquidity  was  rents  from  operating  leases.  Cash from  operating
activities was almost entirely from operating lease rents in both years.


<PAGE>

In the first quarter of 1999 and 1998,  the only sources of cash from  investing
activities  was  proceeds  from sales of assets and rents from direct  financing
leases.  In 1999,  proceeds from sales of lease assets  increased  significantly
compared to 1998.  Proceeds  from such sales are not  expected to be  consistent
from one year to another.  Neither was  significant  compared cash in 1998.  The
primary investing use of cash was the purchase of assets on operating leases.

In 1999, the only source of cash from investing  activities was borrowings under
the line of credit.  In 1998,  cash from  financing  sources  consisted  of cash
received for subscriptions for Units. Distributions to Partners has increased as
the offering has  continued  and the number of  outstanding  Units has increased
compared to 1998.


Results of operations

Operations resulted in a net income of $1,816,427 in 1999 compared to $1,181,620
in the same period in 1998. The Partnership's primary source of revenues is from
operating   leases.   This  is  expected  to  remain  true  in  future  periods.
Depreciation   expense  is  the  single  largest  expense  of  the  Partnership.
Depreciation  is related to operating  lease assets and thus, to operating lease
revenues.  Operating lease revenues and depreciation expense have increased over
the last year as a result of asset acquisitions.

Gains recognized on sales of assets have increased by $716,719 compared to 1998.
Such gains are not expected to be consistent from one period to another.

Equipment  management  fees are based on the  Partnership's  rental revenues and
have  increased  in relation to  increases in the  Partnership's  revenues  from
leases.  Incentive  management fees are based on the levels of  distributions to
limited partners.  Such distributions have increased as a result of the increase
in the number of Units  outstanding  compared to the prior  year.  The number of
Units outstanding increase as a result of the continuing offering of such Units.
The offering ended in November 1998.

Interest  expense  in  the  first  quarter  of  1998  relates  primarily  to the
borrowings  under the line of  credit.  Total  borrowings  have  increased  from
$45,200,102 at March 31, 1998 to  $86,334,108  at March 31, 1999.  This increase
has caused the increase of $664,575 in interest expense compared to 1998.
















<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

Item 6. Exhibits And Reports On Form 8-K.

                        (a)Documents filed as a part of this report

                        1.  Financial Statements

                            Included in Part I of this report:

                            Balance  Sheets,  March 31,  1999 and  December  31,
1998.

                            Income  statements for the three month periods ended
                              March 31, 1999 and 1998.

                            Statement  of changes in  partners'  capital for the
                              three months ended March 31, 1999.

                            Statements of cash flows for the three month periods
                              ended March 31, 1999 and 1998.

                            Notes to the Financial Statements

                        2.  Financial Statement Schedules

                            All other  schedules for which  provision is made in
                            the   applicable   accounting   regulations  of  the
                            Securities and Exchange  Commission are not required
                            under the related  instructions or are inapplicable,
                            and therefore have been omitted.

                        (b) Report on Form 8-K

                            None


<PAGE>

                                   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.

Date:
May 14, 1999

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.
                                  (Registrant)



                                    By: ATEL Financial Corporation
                                        General Partner of Registrant




                               By: /s/ A. J. Batt
                                   -----------------------------------
                                   A. J. Batt
                                   President and Chief Executive Officer
                                   of General Partner




                              By: /s/ Dean L. Cash
                                  -----------------------------------
                                  Dean L. Cash
                                  Executive Vice President
                                  of General Partner




                              By: /s/ Paritosh K. Choksi
                                  -------------------------------------
                                  Paritosh K. Choksi
                                  Principal financial officer
                                  of registrant




                              By: /s/ Donald E. Carpenter
                                  -------------------------------------
                                  Donald E. Carpenter
                                  Principal accounting
                                  officer of registrant

<TABLE> <S> <C>
                                     
<ARTICLE>                                 5
                                           
<S>                                         <C>
<PERIOD-TYPE>                             3-MOS
<FISCAL-YEAR-END>                         DEC-31-1999
<PERIOD-END>                              DEC-31-1999
<CASH>                                           654938
<SECURITIES>                                          0
<RECEIVABLES>                                   4847847
<ALLOWANCES>                                          0
<INVENTORY>                                           0
<CURRENT-ASSETS>                                      0
<PP&E>                                                0
<DEPRECIATION>                                        0
<TOTAL-ASSETS>                                207431632
<CURRENT-LIABILITIES>                                 0
<BONDS>                                               0
                                 0
                                           0
<COMMON>                                              0
<OTHER-SE>                                    117488311
<TOTAL-LIABILITY-AND-EQUITY>                  207431632
<SALES>                                               0
<TOTAL-REVENUES>                               10279528
<CGS>                                                 0
<TOTAL-COSTS>                                         0
<OTHER-EXPENSES>                                6952289
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                              1510812
<INCOME-PRETAX>                                 1816427
<INCOME-TAX>                                          0
<INCOME-CONTINUING>                             1816427
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                    1816427
<EPS-PRIMARY>                                         0
<EPS-DILUTED>                                         0
        
 

</TABLE>


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