IEA INCOME FUND VII
10-Q, 1997-11-10
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                                 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 0-16834

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)
             (Exact name of registrant as specified in its charter)


         California                                              94-2966976
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

         444 Market Street, 15th Floor, San Francisco, California 94111
               (Address of principal executive offices) (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


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>   2

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                      REPORT ON FORM 10-Q FOR THE QUARTERLY
                         PERIOD ENDED SEPTEMBER 30, 1997

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                     PAGE
<S>             <C>                                                                  <C>
PART I - FINANCIAL INFORMATION

  Item 1.       Financial Statements

                Balance Sheets - September 30, 1997 (unaudited) and December 31,
                1996                                                                   4

                Statements of Operations for the three and nine months ended
                September 30, 1997 and 1996 (unaudited)                                5

                Statements of Cash Flows for the nine months ended September 30,
                1997 and 1996 (unaudited)                                              6

                Notes to Financial Statements (unaudited)                              7

  Item 2.       Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                 10


PART II - OTHER INFORMATION

  Item 6.       Exhibits and Reports on Form 8-K                                      13

</TABLE>



                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

         Presented herein are the Registrant's balance sheets as of September
         30, 1997 and December 31, 1996, statements of operations for the three
         and nine months ended September 30, 1997 and 1996, and statements of
         cash flows for the nine months ended September 30, 1997 and 1996.



                                       3
<PAGE>   4

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   September 30,    December 31,
                                                                                       1997             1996
                                                                                    ----------       ----------
<S>                                                                                 <C>              <C>    
               Assets
Current assets:
           Cash and cash equivalents, includes $212,078 at September 30, 1997
              and $330,894 at December 31, 1996 in interest-bearing accounts        $  330,966       $  331,167
           Net lease receivables due from Leasing Company
              (notes 1 and 2)                                                          106,561          126,589
                                                                                    ----------       ----------

                 Total current assets                                                  437,527          457,756
                                                                                    ----------       ----------

        Container rental equipment, at cost                                          4,361,934        4,666,319
           Less accumulated depreciation                                             2,435,439        2,414,262
                                                                                    ----------       ----------
              Net container rental equipment                                         1,926,495        2,252,057
                                                                                    ----------       ----------

                                                                                    $2,364,022       $2,709,813
                                                                                    ==========       ==========
                  Partners' Capital

        Partners' capital:
           General partners                                                         $   13,493       $    9,390
           Limited partners                                                          2,350,529        2,700,423
                                                                                    ----------       ----------

                 Total partners' capital                                             2,364,022        2,709,813
                                                                                    ----------       ----------

                                                                                    $2,364,022       $2,709,813
                                                                                    ==========       ===========
</TABLE>


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


                                       4
<PAGE>   5

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                   Three Months Ended             Nine Months Ended
                                                             -----------------------------  ----------------------------
                                                             September 30,   September 30,  September 30,  September 30,
                                                                 1997           1996           1997           1996
                                                               --------       --------       --------       --------
<S>                                                            <C>            <C>            <C>            <C>     
        Net lease revenue (notes 1 and 3)                      $121,550       $151,376       $355,780       $486,025
        Other operating expenses:
          Depreciation                                           61,956         67,336        192,191        205,373
          Other general and administrative expenses               6,966          6,267         19,428         15,344
                                                               --------       --------       --------       --------

                                                                 68,922         73,603        211,619        220,717
                                                               --------       --------       --------       --------
            Earnings from operations                             52,628         77,773        144,161        265,308
        Other income:
          Interest income                                         2,925          4,345          9,074         12,664
          Net gain on disposal of equipment                      23,812         18,911         54,006         51,152
                                                               --------       --------       --------       --------
                                                                 26,737         23,256         63,080         63,816
                                                               --------       --------       --------       --------
            Net earnings                                       $ 79,365       $101,029       $207,241       $329,124
                                                               ========       ========       ========       ========
        Allocation of net earnings:
          General partners                                     $ 20,719       $ 20,831       $ 59,407       $ 69,248
          Limited partners                                       58,646         80,198        147,834        259,876
                                                               --------       --------       --------       --------
                                                               $ 79,365       $101,029       $207,241       $329,124
                                                               ========       ========       ========       ========
        Limited partners' per unit share of net earnings       $   6.29       $   8.61       $  15.87       $  27.90
                                                               ========       ========       ========       ========

</TABLE>


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


                                       5
<PAGE>   6

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                      Nine Months Ended
                                                                 -----------------------------
                                                                 September 30,   September 30,
                                                                     1997         1996
                                                                 -------------   ------------
<S>                                                               <C>             <C>      
Net cash provided by operating activities                         $ 386,248       $ 509,542

Cash flows provided by investing activities:
  Proceeds from disposal of equipment                               166,583         117,319

Cash flows used in financing activities:
  Distribution to partners                                         (553,032)       (653,288)
                                                                    -------         -------

Net decrease in cash and cash equivalents                              (201)        (26,427)

Cash and cash equivalents at January 1                              331,167         383,705
                                                                    -------         -------

Cash and cash equivalents at September 30                         $ 330,966       $ 357,278
                                                                    =======         =======
</TABLE>

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



                                       6
<PAGE>   7


                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(1)  Summary of Significant Accounting Policies

     (a) Nature of Operations

         IEA Income Fund VII, A California Limited Partnership (the
         "Partnership") was organized under the laws of the State of California
         on June 27, 1985 for the purpose of owning and leasing marine cargo
         containers. The managing general partner is Cronos Capital Corp.
         ("CCC"); the associate general partners include seven individuals, one
         is an officer of CCC. CCC, with its affiliate Cronos Containers Limited
         (the "Leasing Company"), manages the business of the Partnership. The
         Partnership shall continue until December 31, 2007, unless sooner
         terminated upon the occurrence of certain events.

         The Partnership commenced operations on February 2, 1987, when the
         minimum subscription proceeds of $1,000,000 were obtained. The
         Partnership offered 40,000 units of limited partnership interest at
         $500 per unit, or $20,000,000. The offering terminated on August 31,
         1987, at which time 9,314 limited partnership units had been purchased.

         As of September 30, 1997, the Partnership owned and operated 854
         twenty-foot and 888 forty-foot marine dry cargo containers.


     (b) Leasing Company and Leasing Agent Agreement

         Pursuant to the Limited Partnership Agreement of the Partnership, all
         authority to administer the business of the Partnership is vested in
         CCC. CCC has entered into a Leasing Agent Agreement whereby the Leasing
         Company has the responsibility to manage the leasing operations of all
         equipment owned by the Partnership. Pursuant to the Agreement, the
         Leasing Company is responsible for leasing, managing and re-leasing the
         Partnership's containers to ocean carriers and has full discretion over
         which ocean carriers and suppliers of goods and services it may deal
         with. The Leasing Agent Agreement permits the Leasing Company to use
         the containers owned by the Partnership, together with other containers
         owned or managed by the Leasing Company and its affiliates, as part of
         a single fleet operated without regard to ownership. Since the Leasing
         Agent Agreement meets the definition of an operating lease in Statement
         of Financial Accounting Standards (SFAS) No. 13, it is accounted for as
         a lease under which the Partnership is lessor and the Leasing Company
         is lessee.

         The Leasing Agent Agreement generally provides that the Leasing Company
         will make payments to the Partnership based upon rentals collected from
         ocean carriers after deducting direct operating expenses and management
         fees to CCC. The Leasing Company leases containers to ocean carriers,
         generally under operating leases which are either master leases or term
         leases (mostly two to five years). Master leases do not specify the
         exact number of containers to be leased or the term that each container
         will remain on hire but allow the ocean carrier to pick up and drop off
         containers at various locations; rentals are based upon the number of
         containers used and the applicable per-diem rate. Accordingly, rentals
         under master leases are all variable and contingent upon the number of
         containers used. Most containers are leased to ocean carriers under
         master leases; leasing agreements with fixed payment terms are not
         material to the financial statements. Since there are no material
         minimum lease rentals, no disclosure of minimum lease rentals is
         provided in these financial statements.


                                                                     (Continued)


                                       7
<PAGE>   8

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


     (c) Basis of Accounting

         The Partnership utilizes the accrual method of accounting. Net lease
         revenue is recorded by the Partnership in each period based upon its
         leasing agent agreement with the Leasing Company. Net lease revenue is
         generally dependent upon operating lease rentals from operating lease
         agreements between the Leasing Company and its various lessees, less
         direct operating expenses and management fees due in respect of the
         containers specified in each operating lease agreement.


     (d) Financial Statement Presentation

         These financial statements have been prepared without audit. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         procedures have been omitted. It is suggested that these financial
         statements be read in conjunction with the financial statements and
         accompanying notes in the Partnership's latest annual report on Form
         10-K.

         The preparation of financial statements in conformity with generally
         accepted accounting principles (GAAP) requires the Partnership to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities and disclosure of contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenues and expenses during the reported period. Actual results could
         differ from those estimates.

         The interim financial statements presented herewith reflect all
         adjustments of a normal recurring nature which are, in the opinion of
         management, necessary to a fair statement of the financial condition
         and results of operations for the interim periods presented.


(2)  Net Lease Receivables Due from Leasing Company

     Net lease receivables due from the Leasing Company are determined by
     deducting direct operating payables and accrued expenses, base management
     fees payable, reimbursed administrative expenses, and incentive fees
     payable to CCC and its affiliates from the rental billings payable by the
     Leasing Company to the Partnership under operating leases to ocean carriers
     for the containers owned by the Partnership. Net lease receivables at
     September 30, 1997 and December 31, 1996 were as follows:

<TABLE>
<CAPTION>
                                                            September 30,   December 31,
                                                                1997           1996
                                                              --------       --------
<S>                                                             <C>            <C>   
        Lease receivables, net of doubtful accounts
           of $89,614 at September 30, 1997 and $87,523
           at December 31, 1996                               $259,197       $287,953
        Less:
        Direct operating payables and accrued expenses          77,162         67,041
        Damage protection reserve                               24,983         40,733
        Base management fees                                    23,644         26,630
        Reimbursed administrative expenses                       4,208          4,681
        Incentive fees                                          22,639         22,279
                                                              --------       --------

                                                              $106,561       $126,589
                                                              ========       ========
</TABLE>

                                                                     (Continued)

                                       8

<PAGE>   9

                              IEA INCOME FUND VII,
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


(3)  Net Lease Revenue

     Net lease revenue is determined by deducting direct operating expenses,
     base management and incentive fees and reimbursed administrative expenses
     to CCC from the rental revenue billed by the Leasing Company under
     operating leases to ocean carriers for the containers owned by the
     Partnership. Net lease revenue for the three and nine-month periods ended
     September 30, 1997 and 1996, was as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended           Nine Months Ended
                                                 ---------------------------  ----------------------------
                                                 September 30,  September 30, September 30,  September 30,
                                                    1997           1996           1997           1996
                                                  --------       --------       --------       --------
<S>                                               <C>            <C>            <C>            <C>     
        Rental revenue                            $225,696       $282,936       $697,624       $902,021
        Less:
        Rental equipment operating expenses         53,297         71,150        192,917        236,474
        Base management fees                        15,624         19,439         48,274         60,182
        Reimbursed administrative expenses          12,587         16,895         38,846         51,784
        Incentive fees                              22,638         24,076         61,807         67,556
                                                  --------       --------       --------       --------
                                                  $121,550       $151,376       $355,780       $486,025
                                                  ========       ========       ========       ========
</TABLE>



                                       9
<PAGE>   10

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

It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)   Material changes in financial condition between September 30, 1997 and
     December 31, 1996.

     During the first nine months of 1997, the Registrant disposed of 126
     containers as part of its ongoing operations. At September 30, 1997, 83% of
     the original equipment remained in the Registrant's fleet, as compared to
     89% at December 31, 1996, and was comprised of the following:

<TABLE>
<CAPTION>
                                               20-Foot         40-Foot
                                               -------         -------
<S>                                               <C>            <C>
      Containers on lease:
         Term leases                              65             104
         Master lease                            628             642
                                                 ---             ---
             Subtotal                            693             746
      Containers off lease                       161             142
                                                 ---             ---
         Total container fleet                   854             888
                                                 ===             ===
</TABLE>


<TABLE>
<CAPTION>
                                                 20-Foot        40-Foot
                                                 -------        -------
                                               Units    %     Units     %
                                               -----  ----    -----   ----
<S>                                           <C>     <C>     <C>      <C> 
      Total purchases                         1,001   100%    1,104    100%
         Less disposals                         147    15%      216     20%
                                              -----   ---     -----   ----
      Remaining fleet at September 30, 1997     854    85%      888     80%
                                              =====   ===     =====   ====
</TABLE>


     During the third quarter of 1997, distributions from operations and sales
     proceeds amounted to $184,344, reflecting distributions to the general and
     limited partners for the second quarter of 1997. This represents an
     increase from the $168,174 distributed during the second quarter of 1997,
     reflecting distributions for the first quarter of 1997. The increase in
     distributions is attributable to an increase in sales proceeds distributed
     to its partners. The Registrant's disposal activity should produce lower
     operating results and, consequently, lower distributions from operations to
     its partners in subsequent periods. Sales proceeds distributed to its
     partners may fluctuate in subsequent periods, reflecting the level of
     container disposals.

        During 1996, ocean carriers and other transport companies moved away
     from leasing containers outright, as declining container prices, favorable
     interest rates and the abundance of available capital resulted in ocean
     carriers and transport companies purchasing a larger share of equipment for
     their own account, reducing their need for leased containers. Once the
     demand for leased containers began to fall, per-diem rental rates were also
     adversely affected. Since the beginning of 1997, the container leasing
     industry has experienced a modest recovery as indicated by an upward trend
     in container utilization. This trend can also be seen within the
     Registrant's utilization rate, which increased from 73% at December 31,
     1996 to 83% at September 30, 1997. Increasing cargo volumes and continuing
     equipment imbalances within the container fleets of shipping lines and
     transport companies have re-established a need for these companies to
     replenish their leased fleets during 1997.



                                       10
<PAGE>   11


     Although there has been an improvement in container utilization rates,
     per-diem rental rates continue to remain under pressure as a result of the
     following factors: start-up leasing companies offering new containers and
     low rental rates in an effort to break into the leasing market; established
     leasing companies reducing rates to very low levels; and a continuing
     oversupply of containers. The recent volatility of the Hong Kong and other
     Asian financial markets and its impact on trade, shipping, and container
     leasing, especially intra-Asia and Asia-Europe routes, has yet to be
     determined. While these conditions could impact the Registrant's financial
     condition and operating performance through the remainder of 1997 and first
     half of 1998, the Registrant is well positioned to take advantage of
     further improvements in the container leasing market.


2)   Material changes in the results of operations between the three and
     nine-month periods ended September 30, 1997 and the three and nine-month
     periods ended September 30, 1996.

     Net lease revenue for the three and nine-month periods ended September 30,
     1997 was $121,550 and $355,780, respectively, a decline of approximately
     20% and 27%, respectively, from the same three and nine-month periods in
     the prior year. Approximately 30% and 26% of the Registrant's net earnings
     for the three and nine-month periods ended September 30, 1997,
     respectively, were from gain on disposal of equipment, as compared to 19%
     and 16%, respectively, for the same three and nine-month periods in the
     prior year. As the Registrant's container disposals increase in subsequent
     periods, net gain on disposal should contribute significantly to the
     Registrant's net earnings and may fluctuate dependent on the level of
     container disposals.

     Gross rental revenue (a component of net lease revenue) for the three and
     nine-month periods ended September 30, 1997 was $225,696 and $697,624,
     respectively, reflecting a decline of 20% and 23%, respectively, from the
     same three and nine-month periods in 1996. During 1997, gross rental
     revenue was primarily impacted by the Registrant's fleet size and a decline
     in per-diem rental rates. Average per-diem rental rates decreased
     approximately 14% and 13%, respectively, when compared to the same three
     and nine-month periods in the prior year. Utilization of the Registrant's
     fleet of containers, which steadily increased since December 31, 1996, did
     not recover to the same level averaged during the nine-month period ended
     September 30, 1996. The Registrant's average fleet size and utilization
     rates for the three and nine-month periods ended September 30, 1997 and
     September 30, 1996 were as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended            Nine Months Ended
                                                 ----------------------------  ---------------------------
                                                 September 30,  September 30,  September 30, September 30,
                                                    1997          1996             1997         1996
                                                 ------------   ------------   -----------   -------------
<S>                                                 <C>          <C>          <C>          <C>  
        Average Fleet Size (measured in
          twenty-foot equivalent units (TEU))       2,659          2,888          2,748          2,940
        Average Utilization                            79%            78%            76%            79%
</TABLE>


     The Registrant's declining fleet size contributed to a respective 8% and 6%
     decline in depreciation expense when compared to the same three and
     nine-month periods in the prior year. Rental equipment operating expenses
     were 24% and 28%, respectively, of the Registrant's gross lease revenue
     during the three and nine-month periods ended September 30, 1997, as
     compared to 25% and 26%, respectively, during the three and nine-month
     periods ended September 30, 1996. Lower repair and maintenance expenses, as
     well as a decline in the provision for doubtful accounts were partially
     off-set by increases in costs associated with slightly lower utilization
     levels, including storage and handling.



                                       11
<PAGE>   12


     As reported in the Registrant's Current Report on Form 8-K and Amendment
     No. 1 to Current Report on Form 8-K, filed with the Commission on February
     7, 1997 and February 26, 1997, respectively, Arthur Andersen, London,
     England, resigned as auditors of The Cronos Group, a Luxembourg Corporation
     headquartered in Orchard Lea, England (the "Parent Company"), on February
     3, 1997.

     The Parent Company is the indirect corporate parent of Cronos Capital
     Corp., the managing general partner of the Registrant. In its letter of
     resignation to the Parent Company, Arthur Andersen states that it resigned
     as auditors of the Parent Company and all other entities affiliated with
     the Parent Company. While its letter of resignation was not addressed to
     the managing general partner or the Registrant, Arthur Andersen confirmed
     to the managing general partner that its resignation as auditors of the
     entities referred to in its letter of resignation included its resignation
     as auditors of Cronos Capital Corp. and the Registrant. Following Arthur
     Andersen's resignation, the Parent Company subsequently received
     notification from the Securities and Exchange Commission that it was
     conducting a private investigation of the Parent Company regarding the
     events and circumstances leading to Arthur Andersen's resignation. The
     results of this investigation are still pending. Accordingly, the
     Registrant does not, at this time, have sufficient information to determine
     the impact, if any, that the Securities and Exchange Commission
     investigation of the Parent Company and the concerns expressed by Arthur
     Andersen in its letter of resignation may have on the future operating
     results and financial condition of the Registrant or the Leasing Company's
     ability to manage the Registrant's fleet in subsequent periods. However,
     the managing general partner of the Registrant does not believe, based upon
     the information currently available to it, that Arthur Andersen's
     resignation was triggered by any concern over the accounting policies and
     procedures followed by the Registrant.

     Arthur Andersen's report on the financial statements of Cronos Capital
     Corp. and the Registrant, for either of the previous two years, has not
     contained an adverse opinion or a disclaimer of opinion, nor was any such
     report qualified or modified as to uncertainty, audit scope, or accounting
     principles. During the Registrant's previous two fiscal years and the
     subsequent interim period preceding Arthur Andersen's resignation, there
     have been no disagreements between Cronos Capital Corp. or the Registrant
     and Arthur Andersen on any matter of accounting principles or practices,
     financial statement disclosure, or auditing scope or procedure.

     The Registrant retained a new auditor, Moore Stephens, P.C. ("Moore
     Stephens") on April 10, 1997, as reported in the Registrant's Current
     Report on Form 8-K, filed April 14, 1997.

     The President of the Leasing Company, a subsidiary of the Parent Company,
     along with two marketing Vice Presidents, resigned in June 1997. These
     vacancies were filled by qualified, long-time employees who average over 15
     years of experience in the container leasing industry, therefore providing
     continuity in the management of the Leasing Company. The Registrant and
     managing general partner do not believe these changes will have a material
     impact on the future operating results and financial condition of the
     Registrant.


     Cautionary Statement

     This Quarterly Report on Form 10-Q contains statements relating to future
     results of the Registrant, including certain projections and business
     trends, that are "forward-looking statements" as defined in the Private
     Securities Litigation Reform Act of 1995. Actual results may differ
     materially from those projected as a result of certain risks and
     uncertainties, including but not limited to changes in: economic
     conditions; trade policies; demand for and market acceptance of leased
     marine cargo containers; competitive utilization and per-diem rental rate
     pressures; as well as other risks and uncertainties, including but not
     limited to those described in the above discussion of the marine container
     leasing business under Item 2., Management's Discussion and Analysis of
     Financial Condition and Results of Operations; and those detailed from time
     to time in the filings of Registrant with the Securities and Exchange
     Commission.



                                       12
<PAGE>   13

                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

<TABLE>
<CAPTION>
      Exhibit
         No.                           Description                              Method of Filing
         ---                           -----------                              ----------------
<S>              <C>                                                            <C>
        3(a)     Limited Partnership Agreement of the Registrant,               *
                 amended and restated as of December 1, 1986

        3(b)     Certificate of Limited Partnership of the Registrant           **

        27       Financial Data Schedule                                        Filed with this document
</TABLE>


(b)  Reports on Form 8-K

     No reports on Form 8-K were filed by the Registrant during the quarter
     ended September 30, 1997.


- -------------

*       Incorporated by reference to Exhibit "A" to the Prospectus of the
        Registrant dated December 3, 1986, included as part of Registration
        Statement on Form S-1 (No. 33-9351)

**      Incorporated by reference to Exhibit 3.2 to the Registration Statement
        on Form S-1 (No. 33-9351)



                                       13
<PAGE>   14

                                   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.



                                    IEA INCOME FUND VII,
                                    A California Limited Partnership

                                    By   Cronos Capital Corp.
                                         The Managing General Partner



                                    By    /s/ JOHN KALLAS
                                       ----------------------------------------
                                         John Kallas
                                         Vice President, Treasurer
                                         Principal Finance & Accounting Officer



Date: November 10, 1997



                                       14
<PAGE>   15

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
      Exhibit
         No.                           Description                              Method of Filing
         ---                           -----------                              ----------------
<S>              <C>                                                            <C>
        3(a)     Limited Partnership Agreement of the Registrant,               *
                 amended and restated as of December 1, 1986

        3(b)     Certificate of Limited Partnership of the Registrant           **

        27       Financial Data Schedule                                        Filed with this document
</TABLE>





- -------------

*       Incorporated by reference to Exhibit "A" to the Prospectus of the
        Registrant dated December 3, 1986, included as part of Registration
        Statement on Form S-1 (No. 33-9351)

**      Incorporated by reference to Exhibit 3.2 to the Registration Statement
        on Form S-1 (No. 33-9351)



                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT SEPTEMBER 30, 1997 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENE TO SUCH FINANCIAL STATEMENTS INCLUDED AS PART OF ITS
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD SEPTEMBER 30, 1997.
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