ATEL CAPITAL EQUIPMENT FUND VII LP
10-Q, 2000-08-14
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 June 30, 2000

               |_|      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



                                       1
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.






































































                                       2
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                                 BALANCE SHEETS

                       JUNE 30, 2000 AND DECEMBER 31, 1999
                                   (Unaudited)


                                     ASSETS

                                                 2000               1999
                                                 ----               ----
Cash and cash equivalents                        $ 3,188,917        $ 1,674,372

Accounts receivable                                7,412,271          5,626,105

Other assets                                         110,009            130,007

Investments in leases                            164,233,222        183,993,816
                                           ------------------ ------------------
Total assets                                    $174,944,419      $ 191,424,300
                                           ================== ==================


                       LIABILITIES AND PARTNERS' CAPITAL




Long-term debt                                   $53,074,000       $ 53,181,000

Non-recourse debt                                 18,662,463         21,780,420

Lines of credit                                    2,050,000         11,150,000

Accounts payable:
   General Partner                                   799,931          1,435,651
   Other                                           1,269,406            425,896

Accrued interest payable                             431,430            714,697

Unearned operating lease income                    1,313,301          1,422,852
                                           ------------------ ------------------
Total liabilities                                 77,600,531         90,110,516
Partners' capital:
     General Partner                              (1,514,601)        (1,514,601)
     Limited Partners                             98,858,489        102,828,385
                                           ------------------ ------------------
Total partners' capital                           97,343,888        101,313,784
                                           ------------------ ------------------
Total liabilities and partners' capital         $174,944,419      $ 191,424,300
                                           ================== ==================

                             See accompanying notes.


                                       3
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                             STATEMENT OF OPERATIONS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2000 AND 1999
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
                                                              2000               1999              2000               1999
                                                              ----               ----              ----               ----
Revenues:
Leasing activities:
<S>                                                          <C>                <C>                <C>                <C>
   Operating leases                                          $20,792,446        $18,050,016        $10,814,256        $ 9,034,907
   Direct financing                                              610,067            976,134            412,149            481,711
   Leveraged leases                                              195,693             71,744                  -             35,872
Gain on sales of assets                                          250,312            747,194           (436,239)            29,597
Interest                                                          36,938             33,904             23,730             21,249
Other                                                             36,997             12,805             31,462              8,933
                                                        -----------------  ----------------- ------------------ ------------------
                                                              21,922,453         19,891,797         10,845,358          9,612,269
Expenses:
Depreciation                                                  13,252,126         12,164,056          8,747,938          6,177,819
Interest expense                                               2,826,516          3,102,801          1,392,121          1,591,989
Equipment and incentive management fees to
   General Partner                                               878,788            884,588            337,944            391,434
Other                                                            450,674            695,398            213,674            339,094
Administrative cost reimbursements to General
   Partner                                                       304,605            250,078            180,755            171,865
Professional fees                                                 76,944            119,416             57,528             81,035
                                                        -----------------  ----------------- ------------------ ------------------
                                                              17,789,653         17,216,337         10,929,960          8,753,236
                                                        -----------------  ----------------- ------------------ ------------------
Net income (loss)                                            $ 4,132,800        $ 2,675,460          $ (84,602)         $ 859,033
                                                        =================  ================= ================== ==================

Net income (loss):
   General Partner                                             $ 604,645          $ 200,660          $ 303,981           $ 64,427
   Limited Partners                                            3,528,155          2,474,800           (388,583)           794,606
                                                        -----------------  ----------------- ------------------ ------------------
                                                             $ 4,132,800        $ 2,675,460          $ (84,602)         $ 859,033
                                                        =================  ================= ================== ==================

Net income (loss) per Limited Partnership Unit                     $0.24              $0.17             ($0.03)             $0.05
Weighted average number of Units outstanding                  14,996,050         14,996,050         14,996,050         14,996,050
</TABLE>


                             See accompanying notes.


                                       4
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 2000
                                   (Unaudited)

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

<S>                             <C>               <C>                <C>              <C>
Balance December 31, 1999       14,996,050        102,828,385        $(1,514,601)     $ 101,313,784
Distributions to partners                          (7,498,051)          (604,645)        (8,102,696)
Net income                                          3,528,155            604,645          4,132,800
                          -----------------  ----------------- ------------------ ------------------
Balance June 30, 2000           14,996,050        $98,858,489        $(1,514,601)      $ 97,343,888
                          =================  ================= ================== ==================
</TABLE>

                             See accompanying notes.


                            STATEMENTS OF CASH FLOWS

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
Operating activities:                                         2000               1999              2000               1999
                                                              ----               ----              ----               ----
<S>                                                           <C>                <C>                  <C>               <C>
Net income (loss)                                             $4,132,800         $2,675,460           ($84,602)         $ 859,033
Adjustments to reconcile net income (loss) to
   cash provided by operating activities:
   Leveraged lease income                                       (195,693)           (71,744)                 -            (35,872)
   Depreciation                                               13,252,126         12,164,056          8,747,938          6,177,819
   Gain on sales of assets                                      (250,312)          (747,194)           436,239            (29,597)
   Changes in operating assets and liabilities:
      Accounts receivable                                     (1,786,166)         2,407,278         (1,904,644)           874,239
      Other assets                                                19,998             19,998              9,999              9,999
      Accounts payable, General Partner                         (635,720)           (39,118)           323,165             98,786
      Accounts payable, other                                    843,510           (250,984)           547,244           (385,145)
      Accrued interest expense                                  (283,267)          (243,252)          (135,180)          (428,027)
      Unearned lease income                                     (109,551)           243,228            (86,406)          (373,351)
                                                        -----------------  ----------------- ------------------ ------------------
Net cash provided by operations                               14,987,725         16,157,728          7,853,753          6,767,884
                                                        -----------------  ----------------- ------------------ ------------------

Investing activities:
Proceeds from sales of assets                                  4,368,359          1,273,870            824,680           (768,273)
Reduction in net investment in direct financing
   leases                                                      2,586,114          1,742,303          1,561,713          1,328,152
Purchases of equipment on operating leases                             -         (4,692,878)                 -           (120,145)
Purchases of equipment on direct financing
   leases                                                              -           (777,942)                 -           (222,754)
                                                        -----------------  ----------------- ------------------ ------------------
Net cash (used in) provided by investing
   activities                                                  6,954,473         (2,454,647)         2,386,393            216,980
                                                        =================  ================= ================== ==================
</TABLE>


                                       5
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Continued)

                        SIX AND THREE MONTH PERIODS ENDED
                             JUNE 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    Six Months                           Three Months
                                                                  Ended June 30,                        Ended June 30,
                                                                  --------------                        --------------
                                                              2000               1999              2000               1999
                                                              ----               ----              ----               ----
<S>                                                           <C>                <C>                  <C>               <C>
Financing activities:
Distributions to partners                                     (8,102,696)        (8,104,753)        (4,053,075)        (4,065,391)
Proceeds of long-term debt                                    11,700,000          9,000,000                  -          9,000,000
Repayments of long-term debt                                 (11,807,000)        (9,270,000)        (4,003,000)        (3,700,000)
Repayments of borrowings under line of credit                 (9,100,000)       (16,454,531)                 -        (16,172,824)
Borrowings under line of credit                                        -          4,672,824                  -          1,500,000
Repayments of non-recourse debt                               (3,117,957)        (2,230,218)        (1,721,145)        (1,309,155)
Proceeds of non-recourse debt                                          -          9,520,748                  -          9,520,748
                                                        -----------------  ----------------- ------------------ ------------------
Net cash (used in) provided by financing
   activities                                                (20,427,653)       (12,865,930)        (9,777,220)        (5,226,622)
                                                        -----------------  ----------------- ------------------ ------------------
Net increase in cash and cash equivalents                      1,514,545            837,151            462,926          1,758,242
Cash and cash equivalents at beginning of
   period                                                      1,674,372          1,576,029          2,725,991            654,938
                                                        -----------------  ----------------- ------------------ ------------------
Cash and cash equivalents at end of period                   $ 3,188,917        $ 2,413,180        $ 3,188,917        $ 2,413,180
                                                        =================  ================= ================== ==================

Supplemental disclosures of cash flow
   information:
Cash paid during the period for interest                     $ 3,109,783        $ 3,346,053        $ 1,527,301        $ 2,020,016
                                                        =================  ================= ================== ==================

</TABLE>

                             See accompanying notes.


                                       6
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (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.

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.


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         June 30,
                                               1999            of Leases        Dispositions           2000
                                               ----            ---------      - -------------          ----
<S>                                          <C>               <C>                  <C>              <C>
Net investment in operating leases           $164,971,672      $ (13,158,634)       $(1,546,274)     $ 150,266,764
Net investment in direct financing leases      22,388,627         (2,586,114)          (329,579)        19,472,934
Net investment in leveraged leases              1,724,071            195,693         (1,919,764)                 -
Assets held for sale or lease                     491,758                  -           (322,430)           169,328
Reserve for losses                             (6,185,366)                 -                  -         (6,185,366)
Initial direct costs, net of accumulated
   amortization                                   603,054            (93,492)                 -            509,562
                                         -----------------  ----------------- ------------------ ------------------
                                             $183,993,816      $ (15,642,547)       $(4,118,047)     $ 164,233,222
                                         =================  ================= ================== ==================
</TABLE>




                                       7
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (Unaudited)


3.  Investment in leases (continued):

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                  Balance                  Dispositions &                  Balance
                                December 31,              Reclassifications               June 30,
                                    1999           1st Quarter        2nd Quarter           2000
                                    ----           -----------        -----------           ----
<S>                               <C>                 <C>                 <C>             <C>
Transportation                    $100,584,087        $ 3,575,639         $ (514,038)     $ 103,645,688
Marine vessels / barges             27,609,897           (333,418)                 -         27,276,479
Construction                        23,002,563                  -                  -         23,002,563
Manufacturing                       22,508,006                  -         (2,093,102)        20,414,904
Office automation                   11,100,543                  -                  -         11,100,543
Mining                               8,536,249                  -                  -          8,536,249
Other                                7,855,730         (1,589,844)           665,164          6,931,050
Materials handling                   5,907,524            (95,598)          (212,836)         5,599,090
Communications                       7,740,986         (3,235,940)            (3,370)         4,501,676
                              -----------------  ----------------- ------------------ ------------------
                                   214,845,585         (1,679,161)        (2,158,182)       211,008,242
Less accumulated depreciation      (49,873,913)        (3,496,378)        (7,371,187)       (60,741,478)
                              -----------------  ----------------- ------------------ ------------------
                                  $164,971,672       $ (5,175,539)       $(9,529,369)     $ 150,266,764
                              =================  ================= ================== ==================
</TABLE>

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

At June 30, 2000, the aggregate  amounts of future minimum lease payments are as
follows:

                                                Direct
           Year ending     Operating          Financing
          December 31,       Leases             Leases             Total
          ------------       ------             ------             -----
                  2000       $17,020,229        $ 2,179,236        $19,199,465
                  2001        28,598,381          4,194,298         32,792,679
                  2002        20,693,002          3,246,945         23,939,947
                  2003        12,370,559          2,151,982         14,522,541
                  2004         8,028,876          1,966,213          9,995,089
            Thereafter         7,597,615          3,256,053         10,853,668
                        -----------------  ----------------- ------------------
                             $94,308,662        $16,994,727       $111,303,389
                        =================  ================= ==================



                                       8
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial institutions are due in varying monthly and quarterly
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 7.40% to 8.828%.

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

           Year ending
          December 31,     Principal           Interest            Total
          ------------     ---------           --------            -----
                  2000       $ 2,475,892          $ 677,729        $ 3,153,621
                  2001         6,244,536          1,360,960          7,605,496
                  2002         6,129,675            783,828          6,913,503
                  2003         3,175,482            250,880          3,426,362
                  2004           203,561             38,209            241,770
            Thereafter           433,317             40,374            473,691
                        -----------------  ----------------- ------------------
                             $18,662,463        $ 3,151,980        $21,814,443
                        =================  ================= ==================


5.  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 (6.0571% at March 31, 2000).

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 June 30,
2000,  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
7.58% 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.



                                       9
<PAGE>

                      ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (Unaudited)


5.  Long-term debt (continued):

Borrowings under the Program are as follows:


                          Original           Balance            Rate on
           Date            Amount            June 30,        Interest Swap
         Borrowed         Borrowed             2000            Agreement
         --------         --------             ----            ---------
         4/1/1998          $ 21,770,000       $11,161,000        6.220%
         7/1/1998            25,000,000        12,685,000        6.155%
         10/1/1998           20,000,000        13,611,000        5.550%
         4/16/1999            9,000,000         4,595,000        5.890%
         1/26/2000           11,700,000        11,022,000        7.580%
                     ------------------- -----------------
                           $ 87,470,000       $53,074,000
                     =================== =================

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
        ------------        ---------           --------            -----
            2000              $ 8,197,000        $ 1,578,638        $ 9,775,638
            2001               13,724,000          2,410,467         16,134,467
            2002               11,131,000          1,640,179         12,771,179
            2003                7,200,000          1,075,640          8,275,640
            2004                5,422,000            676,854          6,098,854
         Thereafter             7,400,000            701,275          8,101,275
                         -----------------  ----------------- ------------------
                              $53,074,000        $ 8,083,053        $61,157,053
                         =================  ================= ==================


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  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.



                                       10
<PAGE>

                     ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (Unaudited)


6.  Related party transactions (continued):

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements,  pursuant to the Limited  Partnership  Agreement  during the six
month periods ended June 30, 2000 and 1999 as follows:

<TABLE>
<CAPTION>
                                                                                      2000               1999
                                                                                      ----               ----
<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).                        $ 878,788          $ 884,588

Administrative costs reimbursed to General Partner                                        304,605            250,078
                                                                                ------------------ ------------------
                                                                                      $ 1,183,393        $ 1,134,666
                                                                                ================== ==================
</TABLE>


7. Partner's capital:

As  of  June  30,  2000,   14,996,050  Units   ($149,960,500)  were  issued  and
outstanding.

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.



                                       11
<PAGE>

                     ATEL CAPITAL EQUIPMENT FUND VII, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (Unaudited)


8.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $77,500,000 revolving credit agreement with a group of financial
institutions  which  expires  on  July  28,  2001.  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 June 30, 2000, the Partnership had $2,050,000 of borrowings under the line of
credit.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was  incompliance  with its covenants as of June 30,
2000.


9.  Commitments:

As of June 30, 2000, the Partnership had no outstanding  commitments to purchase
lease equipment.




                                       12
<PAGE>

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

Capital Resources and Liquidity

During the first and second quarters of 2000, the Partnership's primary activity
was engaging in equipment leasing activities.

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 $77,500,000  revolving  line of credit with a group of financial
institutions. The line of credit expires on July 28, 2001.

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  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.  There were no such  commitments as of
June 30, 2000.

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.




                                       13
<PAGE>

Cash Flows, 2000 vs. 1999:

During the first half of 2000, the  Partnership's  primary  sources of liquidity
was rents from assets on operating leases.

Cash from operating activities was almost entirely from operating lease rents in
both 2000 and in 1999 for both the three and six month periods.

Sources of cash from  investing  activities  consisted of proceeds from sales of
assets and direct  financing  lease rents.  Proceeds  from sales of lease assets
increased  significantly compared to 1999. Cash was used in investing activities
to purchase assets on operating and direct financing leases in 1999.

Cash from financing  sources  consisted of borrowings of other  long-term  debt.
Borrowings  in 2000  were  used to  repay  amounts  due on the  line of  credit.
Repayments of debt have increased as a result of borrowings  over the last year.
Distributions  to partners were almost  unchanged  compared to 1999.

Results of operations:

Operations in 2000 resulted in a net income of $4,132,800 (six months) and a net
loss of $84,602 (three  months).  Operations in 1999 resulted in a net income of
$2,675,337 (six months) and $859,033 (three months).  The Partnership's  primary
source of revenues is from operating leases.  This is expected to remain true in
future  periods.  Operating  lease revenues for the six month periods  increased
from  $18,050,016  in 1999 to  $20,792,446 in 2000. For the three month periods,
they  increased  from  $9,034,907 in 1999 to  $10,814,256 in 2000. The increases
were the result of asset acquisitions in 1999.

Depreciation  expense is the single largest  expense of the  Partnership  and is
expected to remain so in future  periods.  Total debt has  decreased  from about
$85,200,000  at June 30, 1999 to about  $73,800,000  at June 30, 2000.  This has
resulted in decreases in interest  expense  compared to 1999.  For the six month
periods,  interest  decreased  by  $276,285.  For the three  month  period,  the
decrease was $199,868.



                                       14
<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

In January 2000,  Applied  Magnetics  Corporation,  a lessee of the Partnership,
filed for  protection  from creditors  under Chapter 11 of the U. S.  Bankruptcy
Act. The Partnership has assets with a total net book value of $8,048,095 leased
to Applied Magnetics  Corporation.  On January 31, 2000, the General Partner was
appointed to the Official Committee of Unsecured Creditors. Procedures are under
way for the liquidation of the Partnership's leased equipment. Recoveries by the
Partnership, resulting from this default, are fairly certain in the range of 10%
to 20% due to the liquidation of the Partnership's  equipment.  Recoveries above
this  amount  are  more  uncertain;  however,  the  Partnership  anticipates  an
additional 6% to 15% to be recoverable through the liquidation or reorganization
of the  lessee's  business.  Any  recoveries  above  these  amounts  are  highly
uncertain and  speculative.  As of June 30, 2000,  liquidation of the assets was
under way.

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.

         Inapplicable.

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, June 30, 2000 and December 31, 1999.
                      Statement  of changes  in  partners'  capital  for the six
                         months ended June 30, 2000.
                      Statements of operations  for the six and three  month
                         periods  ended June 30, 2000 and 1999.
                      Statement of cash flows for the six and three month
                         periods  ended  June  30,  2000  and  1999.
                      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


                                       15
<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:
August 11, 2000

                      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


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