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, 2003
/ / 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.)
1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103
____________________________________________________________________________
(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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes __X__ No _____
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__
Page 1 of 21
Part I: Financial Information
Item 1: Financial Statements
FIDELITY LEASING INCOME FUND VII, L.P.
BALANCE SHEETS
ASSETS
(Unaudited) (Audited)
September 30, December 31,
2003 2002
___________ ____________
Cash and cash equivalents $ 257,054 $4,979,885
Accounts receivable 24,776 1,530
Due from related parties 108,599 29,250
Net investment in direct financing leases 685,383 159,115
Equipment under operating leases
(net of accumulated depreciation
of $-0- and $231,355,
respectively) - 253,940
Equipment held for sale or lease 2,540,442 287,306
__________ __________
Total assets $3,616,254 $5,711,026
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ 10,150 $ 5,749
Accounts payable and
accrued expenses 59,090 64,276
Due to related parties 374,424 59,532
Security deposits 10,303 -
__________ __________
Total liabilities 453,967 129,557
Partners' capital 3,162,287 5,581,469
__________ __________
Total liabilities and
partners' capital $3,616,254 $5,711,026
========== ==========
The accompanying notes are an integral part of these financial statements.
2
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2003 2002 2003 2002
____ ____ ____ ____
Income:
Earned income on direct
financing leases $ 21,469 $ 24,206 $ 77,823 $225,360
Rentals 33,403 47,940 133,454 154,372
Interest 12,096 37,208 45,463 95,153
Gain on sale of equipment,
net - - - 14,854
Other 3,033 1,725 6,757 18,187
________ ________ ________ ________
70,001 111,079 263,497 507,926
________ ________ ________ ________
Expenses:
Depreciation 29,692 42,875 115,443 133,662
General and administrative 34,455 32,870 106,206 115,206
General and administrative
to related party 47,554 43,868 147,988 127,148
Management fee to
related party 2,733 9,893 13,042 81,239
________ ________ ________ ________
114,434 129,506 382,679 457,255
________ ________ ________ ________
Net (loss) income ($ 44,433) $(18,427) ($119,182) $ 50,671
======== ======== ======== ========
Net (loss) income per equivalent
limited partnership unit ($ 2.80) $ (1.25) ($ 6.90) $ 0.89
======== ======== ======== ========
Weighted average number of
equivalent limited
partnership units outstanding
during the period 15,693 23,565 17,111 25,350
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
3
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the nine months ended September 30, 2003
(Unaudited)
General Limited Partners
Partner Units Amount Total
_______ _____ ______ _____
Balance, December 31, 2002 $(63,244) 64,773 $5,644,713 $5,581,469
Cash distributions (23,000) - (2,277,000) (2,300,000)
Net loss (1,192) - (117,990) (119,182)
________ ______ __________ __________
Balance, September 30, 2003 $(87,436) 64,773 $3,249,723 $3,162,287
======== ====== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2003 and 2002
(Unaudited)
2003 2002
____ ____
Cash flows from operating activities:
Net (loss) income $ (119,182) $ 50,671
__________ __________
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Depreciation 115,443 133,662
Gain on sale of equipment, net - (14,854)
(Increase) decrease in accounts receivable (23,246) 137,380
(Increase) decrease in due from related parties(79,349) 20,205
Increase (decrease) in lease rents paid
in advance 4,401 5,920
Increase (decrease) in accounts payable
and accrued expenses (5,186) 1,442
Increase (decrease) in due to related
parties 314,892 34,748
Increase (decrease) in security deposits 10,303 -
__________ __________
337,258 318,503
__________ __________
Net cash provided by operating activities 218,076 369,174
__________ __________
Cash flows from investing activities:
Investment in direct financing leases (1,840,930) -
Acquisition of equipment (2,309,803) -
Proceeds from sale of equipment - 35,000
Proceeds from direct financing leases, net
of earned income 1,509,826 3,933,892
__________ __________
Net cash (used in) provided by
investing activities (2,640,907) 3,968,892
__________ __________
Cash flows from financing activities:
Distributions (2,300,000) (2,850,016)
__________ __________
Net cash used in financing activities (2,300,000) (2,850,016)
__________ __________
Increase (decrease) in cash and cash
equivalents (4,722,831) 1,488,050
Cash and cash equivalents, beginning
of period 4,979,885 3,877,912
__________ __________
Cash and cash equivalents, end of period $ 257,054 $5,365,962
========== ==========
Supplemental disclosure on non-cash investing activities:
Equipment held for sale or lease transferred
to net investment in direct financing leases $ 198,664 $ -
========== ==========
The accompanying notes are an integral part of these financial statements.
5
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS
September 30, 2003
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared
by the Fund in accordance with accounting principles generally accepted in
the United States of America, pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, all ad-
justments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. These condensed financial statements
should be read with the audited financial statements and notes thereto as of
December 31, 2002 and for the year then ended. The results for the nine
months ended September 30, 2003 are not necessarily indicative of the results
that may be expected for the year ended December 31, 2003.
1. RECENT ACCOUNTING PRONOUNCEMENTS
The Fund adopted FASB Interpretation 45 (FIN 45), "Guarantor's Account-
ing and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others" on January 1, 2003. FIN 45 req-
quires a guarantor entity, at the inception of a guarantee covered by the
measurement provisions of the interpretation, to record a liability for
the fair value of the obligation undertaken in issuing the guarantee.
FIN 45 applies prospectively to guarantees the Fund issues or modifies
subsequent to December 31, 2002. The adoption of FIN 45 did not have
a material impact on the financial position or results of operations
of the Fund.
In January 2003, the FASB issued FIN 46 "Consolidation of Variable Interest
Entities." FIN 46 clarifies the application of Accounting Research
Bulletin 51, "Consolidated Financial Statements," for certain entities
that do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties or in which equity investors do not have the characteristics of a
controlling financial interest ("variable interest entities"). Variable
interest entities within the scope of FIN 46 will be required to be
consolidated by their primary beneficiary. The primary beneficiary of a
variable interest entity is determined to be the party that absorbs a
majority of the entity's expected losses, receives a majority of its
expected returns, or both. FIN 46 applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities
in which an enterprise obtains an interest after that date. It applies in
the first fiscal year or interim period beginning after December 15, 2003,
to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Fund is in the
process of determining what impact, if any, the adoption of the provisions
of FIN 46 will have upon its financial condition or results of operations.
The Fund does not anticipate FIN 46 will have a material impact on the
financial position or results of operations of the Fund.
6
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
1. RECENT ACCOUNTING PRONOUNCEMENTS (continued)
The Fund adopted Statement of Financial Accounting Standard 149 (SFAS
No. 149), "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities," on July 1, 2003. SFAS No. 149 clarifies and amends
SFAS No. 133 for implementation issues raised by constituents or includes
the conclusions reached by the FASB on certain FASB Staff Implementation
Issues. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a material
impact on the Fund's financial position or results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity," on May 15, 2003.
SFAS No. 150 changes the classification in the statement of financial
position of certain common financial instruments from either equity or
mezzanine presentation to liabilities and requires an issuer of those
financial statements to recognize changes in fair value or redemption
amount, as applicable, in earnings. SFAS No. 150 is effective for
public companies for financial instruments entered into or modified
after May 31, 2003 and is effective at the beginning of the first interim
period beginning after June 15, 2003. The adoption of SFAS No. 150
did not have a material impact on the Fund's financial position or
results of operations
2. EQUIPMENT LEASED
The Fund 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 ag-
gregate future rentals and estimated unguaranteed residuals upon expi-
ration 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 34 to 60 months.
Unguaranteed residuals for direct financing leases represent the esti-
mated amounts recoverable at lease termination from lease extensions
or disposition of the equipment. The Fund reviews these residual
values quarterly. If the equipment's fair market value at lease expi-
ration is below the estimated residual value, an adjustment is made.
7
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. EQUIPMENT LEASED (continued)
The approximate net investment in direct financing leases as of
September 30, 2003 and December 31, 2002 is as follows:
September 30, 2003 December 31, 2002
(unaudited) (audited)
------------------ -----------------
Minimum lease payments to be received $639,000 $160,000
Unguaranteed residuals 263,000 8,000
Unearned rental income (142,000) (8,000)
Unearned residual income (75,000) (1,000)
________ ________
$685,000 $159,000
======== ========
The Fund had equipment under operating leases that terminated during
the second quarter of 2003. Generally, operating leases will not
recover all of the undepreciated cost and related expenses of its
rental equipment during the initial lease terms and so, 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 accounting principles generally
accepted in the United States of America, 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. There were no write-downs of equipment to net
realizable value recorded during the nine months ended September 30, 2003
and 2002.
The future approximate minimum rentals to be received on noncancellable
direct financing leases as of September 30, 2003 are as follows
(unaudited):
Years Ending December 31 Direct Financing
________________________ ________________
2003 $ 47,000
2004 190,000
2005 190,000
2006 116,000
2007 92,000
Thereafter 4,000
________
$639,000
========
8
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. RELATED PARTY TRANSACTIONS
The General Partner receives 5% of rental payments on equipment under
operating leases and 2% of rental payments (as opposed to earned income)
on full pay-out leases for administrative and management services per-
formed on behalf of the Fund. Full pay-out leases are noncancellable
leases for which the rental payments during the initial term 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.
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 connection 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.
During the second quarter of 2003, the Fund sold a portion of its invest-
ment in a direct financing lease to another Fund in which a subsidiary of
the General Partner is a general partner and a portion to LEAF Funding,
Inc., a wholly owned subsidiary of the General Partner. The total amount
sold was approximately $1,273,000. The investment was sold at its book
value and no gain or loss was recorded on these transactions.
The Fund and its affiliate are reimbursed by the Fund for costs incurred
to acquire equipment that is leased under operating and direct financing
leases. These expense reimbursements are capitalized to the cost of the
equipment.
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, 2003 and 2002 (unaudited):
Three Months Ended Nine Months Ended
September 30 September 30
2003 2002 2003 2002
____ ____ ____ ____
Management fee $ 2,733 $ 9,893 $ 13,042 $ 81,239
Acquisition fee 45,170 - 83,590 -
Reimbursable costs 47,554 43,868 147,988 127,148
9
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
3. RELATED PARTY TRANSACTIONS (continued)
The Fund keeps its checking and investment accounts at The Bancorp Bank
(TBB). The son and the spouse of the Chairman of Resource America, Inc.
are the Chairman and Chief Executive Officer, respectively, of TBB.
The Fund maintains a normal banking relationship with TBB.
Amounts due from related parties at September 30, 2003 and December 31,
2002 represent 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, 2003 and December 31, 2002
represent monies due to the General Partner and/or its parent company or
its affiliate for the fees and costs mentioned above, as well as,
rentals and sales proceeds collected by the Fund on behalf of other
affiliated funds and cash distribution money to be transferred to the
distribution account.
4. CASH DISTRIBUTIONS
The General Partner declared and paid cash distributions totaling
$2,300,000 during the nine months ended September 30, 2003 for the
months of November and December 2002 and January through June 2003.
The General Partner declared and paid cash distributions totaling
$2,850,016 during the nine months ended September 30, 2002 for the
months of October, November and December 2001 and January through
June 2002.
The General Partner declared three cash distributions of $50,000
each subsequent to September 30, 2003 for the months of July, August
and September 2003 to all admitted partners as of July 31, August 31
and September 30, 2003.
10
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 $70,001 and
$111,079 for the three months ended September 30, 2003 and 2002, respec-
tively, and $263,497 and $507,926 for the nine months ended September 30,
2003 and 2002, respectively. Earned income from direct financing leases and
rental income from the leasing of equipment accounted for 78% and 65% of total
revenues for the three months ended September 30, 2003 and 2002, respectively
and 80% and 75% of total revenues for the nine months ended September 30, 2003
and 2002, respectively. The decrease in revenues was primarily due to the
decrease in earned income on direct financing leases during the nine months
ended September 30, 2003. Earned income on direct financing leases was $77,823
for the nine months ended September 30, 2003 compared to $225,360 for the
same period in 2002. The decrease in this account was caused by the normal
monthly amortization of unearned income using the interest method. Addition-
ally, the termination of certain direct financing leases during the last
quarter of 2002 and the first nine months of 2003 accounted for the decrease
in earned income on direct financing leases during the nine months ended
September 30, 2003. The decrease in total revenues was also caused by the
decrease in rental income. Rental income decreased during 2003 because of
equipment that terminated and was sold during 2002 and 2003. The Fund had
no net gain on sale of equipment for the nine months ended September 30, 2003
compared to $14,854 for the same period in 2002. The decrease in this account
also contributed to the overall decrease in revenues in 2003. The decrease
in interest income also contributed to the overall decrease in revenues during
the nine months ended September 30, 2003. The decrease in this account
resulted from lower cash balances available for investment by the Fund during
the nine months ended September 30, 2003 compared to the same period in 2002.
The Fund's cash balances decreased because of the acquisition of equipment and
investments made in direct financing leases during 2003 as well as larger cash
distributions paid to partners during 2002 and early 2003. Furthermore, the
decrease in other income added to the overall decrease in total revenues in
2003. Other income decreased during the first nine months of 2003 compared to
the first nine months of 2002 because of the decrease in late fees charged on
delinquent rentals received by the Fund.
Expenses were $114,434 and $129,506 for the three months ended Septem-
ber 30, 2003 and 2002, respectively, and $382,679 and $457,255 for the
nine months ended September 30, 2003 and 2002, respectively. Depreciation
expense comprised 26% and 33% of total expenses for the three months ended
September 30, 2003 and 2002, respectively and 30% and 29% of total expenses
for the nine months ended September 30, 2003 and 2002, respectively. The
decrease in expenses in 2003 is primarily related to the decrease in manage-
ment fee to related party. This account decreased because of the decrease in
rentals recorded on both operating and direct financing leases during 2003.
Management fee to related party is calculated as a percentage of rental
receipts on both operating and direct financing leases. Additionally, the
decrease in depreciation expense resulting from the termination of equipment
under operating leases also accounted for the overall decrease in expenses
11
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)
in 2003. However, the increase in general and administrative expense to
related party reduced the decrease in total expenses for the nine months
ended September 30, 2003. This account increased because of the increased
costs incurred by the General Partner to manage the Fund on a daily basis.
The Fund's net (loss) income was ($44,433) and ($18,427) for the three
months ended September 30, 2003 and 2002, respectively, and ($119,182) and
$50,671 for the nine months ended September 30, 2003 and 2002, respectively.
The loss per equivalent limited partnership unit, after loss allocated to the
General Partner, was $2.80 and $1.25 based on a weighted average number of
equivalent limited partnership units outstanding of 15,693 and 23,565 for the
three months ended September 30, 2003 and 2002, respectively. The (loss)
earnings per equivalent limited partnership unit, after (loss) earnings
allocated to the General Partner, were ($6.90) and $0.89 based on a weighted
average number of equivalent limited partnership units outstanding of 17,111
and 25,350 for the nine months ended September 30, 2003 and 2002, respectively.
The Fund (used) generated ($14,741) and $24,448 of cash from operations,
for the purpose of determining cash available for distribution, for the
quarter ended September 30, 2003 and 2002, respectively. The General Partner
declared and paid three cash distributions of $50,000 each subsequent to
September 30, 2003 for the three months ended September 30, 2003. The General
Partner declared and paid one cash distribution of $50,000 in September 2002
for the month ended July 31, 2002. Subsequent to September 30, 2002, the
General Partner declared and paid cash distributions of $50,000 and $1,000,000
for the months ended August 31 and September 30, 2002. For the nine months
ended September 30, 2003 and 2002, the Fund (used) generated ($3,739) and
$169,479 of cash from operations for the purpose of determining cash available
for distribution. The General Partner declared cash distributions totaling
$1,400,000 and $2,800,000 for the nine months ended September 30, 2003 and
2002, respectively. The Fund paid cash distributions totaling $1,050,000
during the first nine months of 2003 for the months of October, November and
December 2002. The Fund paid five cash distributions of $50,000 each and one
cash distribution of $1,000,000 during the first nine months of 2003 and three
cash distributions of $50,000 each subsequent to September 30, 2003 for
the nine months ended September 30, 2003. In addition, the Fund paid seven
cash distributions totaling $1,750,000 during the first nine months of 2002
and cash distributions of $50,000 and $1,000,000 subsequent to September 30,
2002 for the nine months ended September 30, 2002. For financial statement
purposes, the Fund records cash distributions to partners on a cash basis in
the period in which they are paid.
12
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
The Fund is currently in the process of dissolution. As provided in
the Restated Limited Partnership Agreement, the assets of the Fund shall be
liquidated as promptly as is consistent with obtaining their fair value.
During this time, the Fund will continue to look for opportunities to purchase
equipment under operating leases or invest in direct financing leases with cash
available from operations that was not distributed to partners in previous
periods. The Fund invested $1,840,930 in direct financing leases and purchased
$2,309,803 of equipment held for sale or lease during the nine months ended
September 30, 2003. There were no purchases of equipment or investments in
direct financing leases made during the nine months ended September 30, 2002.
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 through the dissolution of
the Fund.
Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
Item 4: CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures: Based on their
evaluation of the Fund's disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")),
the principal executive officer and principal financial officer of LEAF
Financial Corporation, the General Partner of the Fund, have concluded that
as of the end of the period covered by this Quarterly Report of Form 10-Q,
such disclosure controls and procedures are effective to ensure that infor-
mation required to be disclosed by the Fund in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and re-
ported within the time periods specified in Securities and Exchange Commis-
sion rules and forms.
b) Changes in internal control over financial reporting: During the quarter
under report, there was no change in the Fund's internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Fund's internal control over financial reporting.
13
FIDELITY LEASING INCOME FUND VII, L.P.
September 30, 2003
Part II: Other Information
Item 1. Legal Proceedings: Inapplicable.
Item 2. Changes in Securities: Inapplicable.
Item 3. Defaults Upon Senior Securities: Inapplicable.
Item 4. Submission of Matters to a Vote of Securities Holders: Inapplicable.
Item 5. Other Information: Inapplicable.
Item 6. Exhibits and Reports on Form 8-K:
a) Exhibit No. Description
----------- -----------
3(a) & 4 Amended and Restated Agreement of
Limited Partnership*
31.1 Rule 13a-14(a)/15d-14(a) Certification
31.2 Rule 13a-14(a)/15d-14(a) Certification
32.1 Section 1350 Certification
32.2 Section 1350 Certification
b) Reports on Form 8-K: None
*Incorporated by reference.
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.
FIDELITY LEASING INCOME FUND VII, L.P.
11-19-03 By: /s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors
of LEAF Financial Corporation
(Principal Executive Officer)
11-19-03 By: /s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of
LEAF Financial Corporation
(Principal Financial Officer)
15
Exhibit 31.1
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund VII, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
16
CERTIFICATIONS (continued)
Date: November 19, 2003
/s/ Crit DeMent
____________________________
Crit DeMent
Chairman of the Board of Directors of LEAF Financial Corporation,
The General Partner
(Principal Executive Officer)
17
Exhibit 31.2
CERTIFICATIONS
I, Marianne T. Schuster, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Fidelity Leasing
Income Fund VII, L.P.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the ef-
fectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
c) disclosed in this report any change in the registrant's internal
controls over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal controls over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal controls over financial re-
porting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.
18
CERTIFICATIONS (continued)
Date: November 19, 2003
/s/ Marianne T. Schuster
____________________________
Marianne T. Schuster
Vice President of Accounting of LEAF Financial Corporation,
The General Partner
(Principal Financial Officer)
19
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fidelity Leasing Income Fund VII,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Crit DeMent, Principal Executive Officer of LEAF Financial Corporation,
the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Crit DeMent
________________________
Crit DeMent
Principal Executive Officer of LEAF Financial Corporation
November 19, 2003
20
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Fidelity Leasing Income Fund VII,
L.P. (the "Fund") on Form 10-Q for the period ended September 30, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Marianne T. Schuster, Principal Financial Officer of LEAF Financial Corpora-
tion, the General Partner of the Fund, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of opera-
tions of the Fund.
/s/ Marianne T. Schuster
________________________
Marianne T. Schuster
Principal Financial Officer of LEAF Financial Corporation
November 19, 2003
21