FIDELITY LEASING INCOME FUND VII L P
10-Q, 2000-11-13
COMPUTER RENTAL & LEASING
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                         SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                                     FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

/X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended September 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:  0-19232

                       Fidelity Leasing Income Fund VII, L.P.
_______________________________________________________________________________
               (Exact name of registrant as specified in its charter)

            Delaware                                    23-2581971
_______________________________________________________________________________
     (State of organization)               (I.R.S. Employer Identification No.)

                 3 North Columbus Boulevard, Philadelphia, PA 19106
_______________________________________________________________________________
                (Address of principal executive offices)   (Zip code)

                                   (215) 574-1636
_______________________________________________________________________________
                (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 regis-
trant was required to file such reports), and (2) has been subject to such fil-
ing requirements for the past 90 days.

Yes  __X__  No _____









                                 Page 1 of 13
<PAGE>

Part I:  Financial Information
Item 1:  Financial Statements

                     FIDELITY LEASING INCOME FUND VII, L.P.

                                 BALANCE SHEETS

                                     ASSETS

                                          (Unaudited)               (Audited)
                                         September 30,             December 31,
                                             2000                     1999
                                         _____________             ____________

Cash and cash equivalents                  $2,882,156              $ 1,769,740

Accounts receivable                           249,938                  273,492

Due from related parties                        -                       84,919

Equipment under operating leases
 (net of accumulated depreciation
 of $2,599,908 and $4,899,775,
 respectively)                                209,456                1,202,004

Net investment in direct financing leases   6,568,652                6,543,062

Equipment held for sale or lease               88,642                  155,653
                                           __________              ___________

       Total assets                        $9,998,844              $10,028,870
                                           ==========              ===========

                       LIABILITIES AND PARTNERS' CAPITAL
Liabilities:

     Lease rents paid in advance           $   23,530              $   122,331

     Security deposits                         67,825                   67,825

     Accounts payable and
      accrued expenses                         45,406                   49,370

     Due to related parties                     8,786                   15,411
                                           __________              ___________

       Total liabilities                      145,547                  254,937

Partners' capital                           9,853,297                9,773,933
                                           __________              ___________
          Total liabilities and
           partners' capital               $9,998,844              $10,028,870
                                           ==========              ===========
The accompanying notes are an integral part of these financial statements.
                                       2
<PAGE>
                     FIDELITY LEASING INCOME FUND VII, L.P.

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                  Three Months Ended       Nine Months Ended
                                    September 30              September 30
                                   2000       1999         2000         1999
                                   ____       ____         ____         ____
Income:
     Rentals                     $236,100   $437,336    $  936,173  $1,273,729
     Earned income on direct
      financing leases            134,736    111,864       402,663     260,947
     Interest                      22,806     53,065        66,753     120,674
     Gain on sale of equipment,
      net                            -         9,988        88,900      21,178
     Other                         21,368     10,971        49,581      14,976
                                 ________   ________    __________  __________

                                  415,010    623,224     1,544,070   1,691,504
                                 ________   ________    __________  __________

Expenses:
     Depreciation                 167,857    367,566       727,134   1,129,587
     Write-down of equipment
      to net realizable value        -          -            6,267     104,051
     General and administrative    23,011     30,218        75,266     102,414
     General and administrative
      to related party             41,957     46,157       119,541     171,681
     Management fee to
      related party                26,111     30,187        86,498      80,918
     Loss on sale of equipment,
      net                           4,141       -             -           -
                                 ________   ________    __________  __________

                                  263,077    474,128     1,014,706   1,588,651
                                 ________   ________    __________  __________

Net income                       $151,933   $149,096    $  529,364  $  102,853
                                 ========   ========    ==========  ==========

Net income per equivalent
  limited partnership unit       $   5.20   $   5.74    $    18.16  $     3.39
                                 ========   ========    ==========  ==========

Weighted average number of
  equivalent limited
  partnership units outstanding
  during the period                28,925     28,695        28,859      28,974
                                 ========   ========    ==========  ==========

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

                                       3
<PAGE>
                     FIDELITY LEASING INCOME FUND VII, L.P.

                         STATEMENT OF PARTNERS' CAPITAL

                  For the nine months ended September 30, 2000

                                  (Unaudited)

                                General     Limited Partners
                                Partner     Units      Amount        Total
                                _______     _____      ______        _____

Balance, January 1, 2000       $(33,315)    65,389  $9,807,248    $9,773,933

Cash distributions               (4,500)       -      (445,500)     (450,000)

Net income                        5,294        -       524,070       529,364
                               ________     ______   _________    __________

Balance, September 30, 2000    $(32,521)    65,389  $9,885,818    $9,853,297
                               ========     ======  ==========    ==========


























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





                                       4
<PAGE>

                     FIDELITY LEASING INCOME FUND VII, L.P.

                            STATEMENTS OF CASH FLOWS

              For the nine months ended September 30, 2000 and 1999

                                   (Unaudited)
                                                     2000           1999
                                                     ____           ____
Cash flows from operating activities:
     Net income                                  $  529,364      $  102,853
                                                 __________      __________

     Adjustments to reconcile net income to
      net cash provided by operating activities:
     Depreciation                                   727,134       1,129,587
     Write-down of equipment to
      net realizable value                            6,267         104,051
     Gain on sale of equipment, net                 (88,900)        (21,178)
     (Increase) decrease in accounts receivable      23,554         (49,496)
     (Increase) decrease in due from related
      parties                                        84,919          64,919
     Increase (decrease) in lease rents paid
      in advance                                    (98,801)         (5,764)
     Increase (decrease) in accounts payable
      and accrued expenses                           (3,964)        (10,436)
     Increase (decrease) in due to related
      parties                                        (6,625)        (88,439)
                                                 __________      __________
                                                    643,584       1,123,244
                                                 __________      __________
     Net cash provided by operating activities    1,172,948       1,226,097
                                                 __________      __________
Cash flows from investing activities:
     Investment in direct financing leases       (1,739,197)           -
     Proceeds from sale of equipment                355,033          48,942
     Proceeds from direct financing leases, net
      of earned income                            1,773,632         897,931
                                                 __________      __________
     Net cash provided by investing activities      389,468         946,873
                                                 __________      __________
Cash flows from financing activities:
     Distributions                                 (450,000)       (500,000)
     Redemptions of capital                            -             (8,939)
                                                 __________      __________
     Net cash used in financing activities         (450,000)       (508,939)
                                                 __________      __________
     Increase in cash and cash equivalents        1,112,416       1,664,031
     Cash and cash equivalents, beginning
      of period                                   1,769,740       2,967,163
                                                 __________      __________
     Cash and cash equivalents, end of period    $2,882,156      $4,631,194
                                                 ==========      ==========
     The accompanying notes are an integral part of these financial statements.
                                       5
<PAGE>
                     FIDELITY LEASING INCOME FUND VII, L.P.

                         NOTES TO FINANCIAL STATEMENTS

                              September 30, 2000

                                 (Unaudited)

The accompanying unaudited condensed financial statements have been prepared
by the Fund in accordance with Generally Accepted Accounting Principles,
pursuant to the rules and regulations of the Securities and Exchange Commis-
sion.  In the opinion of Management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.

1.  EQUIPMENT LEASED

    Equipment on lease consists in part of equipment under operating leases.
    The lessees have agreements with the manufacturer of the equipment
    to provide maintenance for the leased equipment.  The Fund's operating
    leases are for initial lease terms of 21 to 58 months.  Generally,
    operating leases will not recover all of the undepreciated cost and
    related expenses of its rental equipment during the initial lease terms
    and the Fund is prepared to remarket the equipment.  Fund policy is to
    review quarterly the expected economic life of its rental equipment
    in order to determine the recoverability of its undepreciated cost.
    Recent and anticipated technological developments affecting the equipment
    and competitive factors in the marketplace are considered among other
    things, as part of this review.  In accordance with Generally Accepted
    Accounting Principles, the Fund writes down its rental equipment to
    its estimated net realizable value when the amounts are reasonably
    estimated and only recognizes gains upon actual sale of its rental
    equipment.  As a result, $6,267 and $104,051 was charged to write-
    down of equipment to net realizable value for the nine months ended
    September 30, 2000 and 1999, respectively.  Any future losses are de-
    pendent upon unanticipated technological developments affecting the
    types of equipment in the portfolio in subsequent years.

    The Fund also has equipment leased under the direct financing method in
    accordance with Statement of Financial Accounting Standards No. 13.  This
    method provides for recognition of income (the excess of the aggregate
    future rentals and estimated additional amounts recoverable upon expiration
    of the lease over the related equipment cost) over the life of the lease
    using the interest method.  The Fund's direct financing leases are for
    initial lease terms ranging from 29 to 60 months.

    Unguaranteed residuals for direct financing leases represent the estimated
    amounts recoverable at lease termination from lease extensions or disposi-
    tion of the equipment.  The Fund reviews these residual values quarterly.
    If the equipment's fair market value is below the estimated residual value,
    an adjustment is made.


                                       6
<PAGE>

                     FIDELITY LEASING INCOME FUND VII, L.P.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

1.  EQUIPMENT LEASED (Continued)

    The net investment in direct financing leases as of September 30, 2000 is
    as follows:

          Net minimum lease payments to be received      $6,168,000
          Unguaranteed residuals                          1,102,000
          Unearned rental income                           (539,000)
          Unearned residual income                         (162,000)
                                                         __________

                                                         $6,569,000
                                                         ==========

    The future approximate minimum rentals to be received on noncancellable
    operating leases and direct financing leases as of September 30, 2000 are
    as follows:
                                                                    Direct
         Years Ending December 31             Operating           Financing
         ________________________             _________           _________

                   2000                        $ 91,000          $  786,000
                   2001                          90,000           3,017,000
                   2002                          28,000           2,059,000
                   2003                          13,000             254,000
                   2004                            -                 52,000
                                               ________          __________
                                               $222,000          $6,168,000
                                               ========          ==========

    Subsequent to September 30, 2000, the Fund invested in approximately
    $1,631,000 of direct financing leases with initial lease terms of 2 to
    40 months.  The future approximate minimum rentals to be received on these
    noncancellable direct financing leases are $131,000 in 2000, $585,000 in
    2001, $578,000 in 2002, $475,000 in 2003 and $138,000 in 2004.

2.  RELATED PARTY TRANSACTIONS

    The General Partner receives 5% or 2% of rental payments from equipment
    under operating leases and full pay-out leases, respectively, for
    administrative and management services performed on behalf of the Fund.
    Full pay-out leases are noncancellable leases for which the rental payments
    due during the initial term of the lease are at least sufficient to recover
    the purchase price of the equipment, including acquisition fees.  This
    management fee is paid monthly only if and when the Limited Partners have
    received distributions for the period from January 1, 1991 through the
    end of the most recent quarter equal to a return for such period at a rate
    of 12% per year on the aggregate amount paid for their units.

                                       7
<PAGE>

                     FIDELITY LEASING INCOME FUND VII, L.P.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

2.  RELATED PARTY TRANSACTIONS (Continued)

    The General Partner may also receive up to 3% of the proceeds from the sale
    of the Fund's equipment for services and activities to be performed in con-
    nection with the disposition of equipment.  The payment of this sales fee
    is deferred until the Limited Partners have received cash distributions
    equal to the purchase price of their units plus a 12% cumulative compounded
    priority return.  Based on current estimates, it is not expected that the
    Fund will be required to pay this sales fee to the General Partner.

    Additionally, the General Partner and its parent company are reimbursed by
    the Fund for certain costs of services and materials used by or for the
    Fund except those items covered by the above-mentioned fees.  Following is
    a summary of fees and costs of services and materials charged by the
    General Partner or its parent company during the three and nine months
    ended September 30, 2000 and 1999:

                                 Three Months Ended       Nine Months Ended
                                    September 30             September 30
                                  2000        1999         2000        1999
                                  ____        ____         ____        ____

          Management fee        $26,111     $30,187      $ 86,498   $ 80,918
          Reimbursable costs     41,957      46,157       119,541    171,681

    The amount due from related parties at December 31, 1999 represents
    monies due the Fund from the General Partner and/or other affiliated
    funds for rentals and sales proceeds collected and not yet remitted to
    the Fund.

    Amounts due to related parties at September 30, 2000 and December 31,
    1999 represent monies due to the General Partner for the fees and costs
    mentioned above, as well as, rentals and sales proceeds collected by the
    Fund on behalf of other affiliated funds.

3.  CASH DISTRIBUTION

    The General Partner declared and paid three cash distributions of $50,000
    each subsequent to September 30, 2000 for the months ended July 31,
    August 31 and September 30, 2000 to all admitted partners as of July 31,
    August 31 and September 30, 2000.








                                       8
<PAGE>

                     FIDELITY LEASING INCOME FUND VII, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

    Fidelity Leasing Income Fund VII, L.P. had revenues of $415,010 and
$623,224 for the three months ended September 30, 2000 and 1999, respec-
tively, and $1,544,070 and $1,691,504 for the nine months ended September 30,
2000 and 1999, respectively.  Rental income from the leasing of equipment
accounted for 57% and 70% of total revenues for the third quarter of
2000 and 1999, respectively and 61% and 75% for the nine months ended
September 30, 2000 and 1999, respectively.  The decrease in revenues was
primarily attributable to the decrease in rental income.  Rental income
decreased during 2000 by approximately $338,000 because of equipment that
came off lease and was sold.  Additionally, interest income decreased during
the nine months ended September 30, 2000 because of lower cash balances
available for investment by the Fund during this period.  The decrease in
this account also accounted for the overall decrease in revenues in 2000.
However, the increase in earned income on direct financing leases served to
mitigate the overall decrease in revenues during the nine months ended
September 30, 2000.  The Fund invested in two direct financing leases in
the last quarter of 1999 and the second quarter of 2000 that contributed to
the increase in this account from $261,000 during the nine months ended
September 30, 1999 to $403,000 during the nine months ended September 30,
2000.  The Fund also recorded a net gain on sale of equipment of $88,900 for
the nine months ended September 30, 2000 compared to $21,178 for the same
period in 1999.  The increase in this account also lowered the overall de-
crease in revenues in 2000.  Furthermore, the increase in other income re-
duced the amount of the decrease in total revenues in 2000.  Other income
increased from approximately $15,000 during the first nine months of 1999 to
$50,000 during the first nine months of 2000 because of late fees collected
on delinquent rents and transfer fees recognized on investor account transfers.

    Expenses were $263,077 and $474,128 for the three months ended Septem-
ber 30, 2000 and 1999, respectively, and $1,014,706 and $1,588,651 for the
nine months ended September 30, 2000 and 1999, respectively.  Depreciation
expense comprised 64% and 78% of total expenses for the third quarter of 2000
and 1999, respectively and 72% and 71% of total expenses for the nine months
ended September 30, 2000 and 1999, respectively.  The decrease in expenses in
2000 is primarily related to the decrease in depreciation expense because of
equipment that came off lease and was sold since September 1999.  Additionally,
based upon the quarterly review of the undepreciated cost of rental equipment,
the Fund incurred a write-down of equipment to net realizable value of $6,267
for the nine months ended September 30, 2000 compared to $104,051 for the nine
months ended September 30, 1999.  The decrease in this account also accounted
for the overall decrease in expenses in 2000.  Any future losses are dependent
upon unanticipated technological developments affecting the types of equipment
in the portfolio in subsequent years.  General and administrative expense to
related party also decreased during the nine months ended September 30, 2000


                                       9
<PAGE>

                     FIDELITY LEASING INCOME FUND VII, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

compared to the same period in 1999 because of a decrease in expenses charged
by the General Partner or its parent company for services and materials
provided to the Fund.  Furthermore, general and administrative expense
decreased during the first nine months of 2000 as a result of the decrease
in equipment remarketing and refurbishing expenses as well as other expenses
incurred to operate the Fund on a daily basis.  The decrease in these accounts
also contributed to the decrease in total expenses in the current period.

    The Fund's net income was $151,933 and $149,096 for the three months
ended September 30, 2000 and 1999, respectively, and $529,364 and $102,853
for the nine months ended September 30, 2000 and 1999, respectively.  The
earnings per equivalent limited partnership unit, after earnings allocated
to the General Partner, were $5.20 and $5.74 based on a weighted average number
of equivalent limited partnership units outstanding of 28,925 and 28,695 for
the three months ended September 30, 2000 and 1999, respectively.  The earnings
per equivalent limited partnership unit, after earnings allocated to the
General Partner, were $18.16 and $3.39 based on a weighted average number of
equivalent limited partnership units outstanding of 28,859 and 28,974 for the
nine months ended September 30, 2000 and 1999, respectively.

    The Fund generated $323,931 and $506,674 of cash from operations, for the
purpose of determining cash available for distribution, for the quarter ended
September 30, 2000 and 1999, respectively.  The Fund paid three cash distri-
butions of $50,000 each subsequent to September 30, 2000 for the three months
ended September 30, 2000.  The Fund paid one cash distribution of $50,000 in
September 1999 for July 1999 and two cash distributions of $50,000 each
subsequent to September 30, 1999 for the months of August and September 1999.
For the nine months ended September 30, 2000 and 1999, the Fund generated
$1,173,865 and $1,315,313 of cash from operations for the purpose of deter-
mining cash available for distribution.  The General Partner declared cash
distributions totaling $450,000 for both the nine months ended September 30,
2000 and 1999.  The Fund paid six cash distributions of $50,000 each during
the first nine months of 2000 and three cash distributions of $50,000 each
subsequent to September 30, 2000.  The Fund paid seven cash distributions of
$50,000 each during the first nine months of 1999 and two cash distributions
of $50,000 each subsequent to September 30, 1999.  For financial statement
purposes, the Fund records cash distributions to partners on a cash basis in
the period in which they are paid.

ANALYSIS OF FINANCIAL CONDITION

    The Fund is currently in the process of dissolution.  As provided in the
Restated Limited Partnership Agreement, the assets of the Fund shall be liqui-
dated as promptly as is consistent with obtaining their fair value.  During
this time, the Fund will continue to look for opportunities to purchase equip-

                                      10
<PAGE>

                     FIDELITY LEASING INCOME FUND VII, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

ANALYSIS OF FINANCIAL CONDITION (Continued)

ment under operating leases or invest in direct financing leases with cash
available from operations which was not distributed to partners in previous
periods.  During the nine months ended September 30, 2000, the Fund invested
$1,739,197 in direct financing leases.

    Subsequent to September 30, 2000, the Fund invested in approximately
$1,631,000 of direct financing leases with initial lease terms of 2 to 40
months.

    The cash position of the Fund is reviewed daily and cash is invested on a
short-term basis.

    The Fund's cash from operations is expected to continue to be adequate to
cover all operating expenses and contingencies during the next twelve month
period.































                                      11
<PAGE>

Part II:  Other Information


                       FIDELITY LEASING INCOME FUND VII, L.P.

                                 September 30, 2000

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 Securities Holders:  Inapplicable.

Item 5.  Other Information:  Inapplicable.

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

          a) Exhibits:  EX-27

          b) Reports on Form 8-K:  None































                                      12
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                     FIDELITY LEASING INCOME FUND VII, L.P.




          11-13-00    By:  Freddie M. Kotek
          ________         _____________________________
            Date           Freddie M. Kotek
                           President of F.L. Partnership Management, Inc.
                           (Principal Operating Officer)




          11-13-00    By:  Marianne T. Schuster
          ________         ____________________________
            Date           Marianne T. Schuster
                           Vice President of F.L. Partnership Management, Inc.
                           (Principal Financial Officer)




























                                      13
<PAGE>



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