SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the year ended December 31, 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)
Securities registered pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
None Not applicable
Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Interests
Title of Class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. [ ]
1
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes____ No__X__
The number of outstanding limited partnership units of the Registrant at
December 31, 2003 is 64,773.
There is no public market for these securities.
The index of Exhibits is located on page 14.
2
PART I
Item 1. BUSINESS
Fidelity Leasing Income Fund VII, L.P. (the "Fund"), a Delaware limited
partnership, was organized in 1989 and acquires computer equipment, including
printers, tape and disk storage devices, data communications equipment, com-
puter terminals, technical workstations, networking equipment, as well as other
electronic equipment that is leased to third parties on a short-term basis.
The Fund's principal objective is to generate leasing revenues for distri-
bution. The Fund manages the equipment, releasing or disposing of equipment
as it comes off lease in order to achieve its principal objective. The Fund
does not borrow funds to purchase equipment.
The Fund generally acquires equipment subject to a lease. Purchases
of equipment for lease are typically made through equipment leasing brokers,
under a sale-leaseback arrangement directly from lessees owning equipment or
from the manufacturer either pursuant to a purchase agreement relating to
significant quantities of equipment or on an ad hoc basis to meet the needs
of a particular lessee.
The Fund does not have any employees. All persons who work on the Fund
are employees of the General Partner.
Item 2. PROPERTIES
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of liquidation.
On February 27, 2004 the Fund sold the outstanding lease portfolio on its
books for a sale price of $2,173,147. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of the
leases in the portfolio as of the date of sale. In order to effect an orderly,
timely and complete liquidation of the Fund in a single transaction, the
portfolio was acquired by a company related to the General Partner.
Item 3. LEGAL PROCEEDINGS
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
3
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) The Fund's limited partnership units are not publicly traded. There
is no market for the Fund's limited partnership units and it is unlikely
that any will develop.
(b) Number of Equity Security Holders:
Number of Partners
Title of Class as of December 31, 2003
Limited Partnership Interests 2,337
General Partnership Interest 1
Item 6. SELECTED FINANCIAL DATA
The following selected financial and operating information should be read
in conjunction with Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operation," and our financial statements, including
the notes thereto, included elsewhere herein.
For the Years Ended December 31,
2003 2002 2001 2000 1999
Total Income $ 341,296 $ 604,996 $ 812,406 $1,814,779 $2,293,932
Net (Loss) Income (156,721) (32,195) 350,472 639,275 279,122
Distributions to Partners 2,850,000 3,950,000 600,000 600,000 600,000
Net (Loss) Income
per Equivalent Limited
Partnership Unit (9.34) (1.31) 11.68 21.91 9.45
Weighted Average Number
of Equivalent Limited
Partnership Units
Outstanding During
the Year 16,604 24,334 28,684 28,884 28,917
December 31,
2003 2002 2001 2000 1999
Total Assets $3,566,841 $5,711,026 $9,690,449 $9,985,958 $10,028,870
Equipment under
Operating Leases and
Equipment Held for
Sale or Lease (Net) 308,146 541,246 539,265 236,345 1,357,657
Net Investment in
Direct Financing Leases 2,453,012 159,115 4,935,434 7,456,639 6,543,062
Limited Partnership
Units 64,773 64,773 64,773 64,773 64,773
Limited Partners 2,337 2,335 2,326 2,317 2,316
4
Item 7. 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 $341,296,
$604,966 and $812,406 for the years ended December 31, 2003, 2002 and
2001, respectively. Earned income from direct financing leases and rental
income from the leasing of equipment accounted for 79%, 73% and 81% of total
revenues in 2003, 2002 and 2001, respectively. The decrease in revenues in
2003 and 2002 was attributable to the decrease in earned income on direct
financing leases. The decrease in this account during these years resulted
from the normal amortization of unearned income using the interest method.
Although there was an increase in the balance of the direct financing leases
at December 31, 2003, most of the leases were added in September 2003. There-
fore, the Fund only received three months of income. The decrease in rental
income in 2003 also affected the decrease in total revenues during these years.
In 2003, rental income decreased by approximately $58,000 because operating
leases terminated throughout 2003. This decrease was offset by the addition
of an operating lease in the fourth quarter of 2003. The decrease in total
revenues in 2002 was primarily attributable to the decrease in earned income
on direct financing leases of approximately $304,000. The decrease in this
account during the year resulted from the normal amortization of unearned
income using the interest method. In 2002, rental income increased by
approximately $160,000 because of equipment purchased in December 2001
for which a full year of rents was earned in 2002 and only a partial year
was earned in 2001. This increase was reduced by a $68,000 decrease in
rentals resulting from equipment under operating leases that terminated
and sold during 2002 and 2001. The Fund recorded a net gain on sale of
equipment of $9,886, $14,854 and $31,696 in 2003, 2002 and 2001, respectively.
The decrease in this account also contributed to the decrease in total
revenues in 2003 and 2002. Interest income for the year ended December 31,
2003 decreased as a result of lower cash earnings for the period. However,
the increase in interest income during the year ended December 31, 2002
reduced the amount of the decrease in total revenues during the year.
Interest income increased as a result of higher cash balances available for
investment by the Fund during these years. Furthermore, the fluctuation in
other income impacted the amount of the overall decrease in revenues during
the twelve months ended December 31, 2003 and 2002. Other income decreased
in 2003 because of a significant decrease in late charges collected on
delinquent rentals received which was offset by an increase in sales tax
recovery. Other income increased in 2002 because of the net effect of the
$13,000 increase in late charges collected on delinquent rentals received
and the $10,000 decrease in transfer fees recognized on investor account
transfers in 2002.
Expenses were $498,017, $637,161 and $461,934 for the twelve months
ended December 31, 2003, 2002 and 2001, respectively. Depreciation expense
comprised 26%, 28% and 20% of total expenses in 2003, 2002 and 2001, respect-
tively. The decrease in expenses in 2003 and the increase in expenses in 2002
was primarily related to the change in depreciation expense. Depreciation
expense decreased in 2003 due to equipment coming off lease and being sold.
The decrease in depreciation expense in 2002 was due to equipment purchased
in late 2002 for which one month of depreciation was taken in 2002 and a full
year of depreciation was taken in 2003. The Fund's practice is to review the
recoverability of its undepreciated costs of rental equipment quarterly. The
5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
Fund's policy, as part of this review, is to analyze such factors as releasing
of equipment, technological developments and information provided in third
party publications. 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 were
reasonably estimated and only recognized gains, if any, upon actual sale of
its rental equipment. The decrease in general and administrative expense
contributed to the overall decrease in expenses in 2003 The increase in
general and administrative expense in 2002 contributed to the overall
increase in expenses in 2002. This account decreased because of the
decrease in various expenses incurred to operate the Fund on a daily
basis. Additionally, the increase in general and administrative expense
to related party in 2003 reduced the overall decrease in expenses in 2003.
The increase in this account resulted from an increase in the expenses
charged by the General Partner or its parent company for services and materials
provided to the Fund during the year ended December 31, 2003. Furthermore,
management fee to related party decreased in 2003 and increased in 2002 as a
result of the change in rental income recognized on equipment under operating
leases. The variation in this account during the twelve months ended December
31, 2003 and 2002 contributed to the respective decrease and increase in total
expenses in 2003 and 2002.
The Fund's net (loss) income was ($156,721), ($32,195) and $350,472 for
The years ended December 31, 2003, 2002 and 2001, respectively. The (loss)
earnings per equivalent limited partnership unit, after (loss) earnings
allocated to the General Partner, were ($9.34), ($1.31) and $11.68 based on
a weighted average number of equivalent limited partnership units outstanding
of 16,604, 24,334 and 28,684 for the years ended December 31, 2003, 2002 and
2001, respectively.
The Fund (used) generated cash from operations of ($36,391), $129,488 and
$411,349 for the purpose of determining cash available for distribution during
the years ended December 31, 2003, 2002 and 2001, respectively. The Fund
distributed $1,800,000, $2,850,000 and $450,000 to partners during each of the
periods from April 1 through December 31, 2003, 2002 and 2001, respectively.
The Fund distributed $1,050,000, $1,100,016 and $150,000 to partners during the
first quarter of 2003, 2002 and 2001, respectively. 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. During 2003,
the Fund continued to look for opportunities to purchase equipment under
operating leases or invest in direct financing leases for lease terms
consistent with the plan of dissolution. During the years ended Decem-
ber 31, 2003, 2002 and 2001, the Fund purchased $-0-, $198,663 and $395,493,
respectively, of equipment subject to leases. Additionally, the Fund invested
$4,228,413, $48,021 and $911,086 in equipment under direct financing leases
during the twelve months ended December 31, 2003, 2002 and 2001, respectively.
6
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Analysis of Financial Condition
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 fiscal year.
On February 27, 2004 the Fund sold the outstanding lease portfolio on its
books for a sale price of $2,173,147. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of the
leases in the portfolio as of the date of sale. In order to effect an orderly,
timely and complete liquidation of the Fund in a single transaction, the
portfolio was acquired by a company related to the General Partner.
Recent Accounting Pronouncements
The Fund adopted Financial Accounting Standards Board ("FASB") Interpreta-
tion 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
including Indirect Guarantees of Indebtedness of Others" ("FIN 45") on Jan-
uary 1, 2003. FIN 45 requires 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 FASB Interpretation 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin 51, "Consolidated Financial Statements," to
certain entities in which voting rights are not effective in identifying the
investor with the controlling financial interest. An entity is subject to
consolidation under FIN 46 if the investors either do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support, are unable to direct the entity's activities,
or are not exposed to the entity's losses or entitled to its residual returns
("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.
Subsequent to the issuance of FIN 46, the FASB issued a revised interpre-
tation, FIN 46(R), the provisions of which must be applied to certain variable
interest entities by March 31, 2004. The Fund does not anticipate that FIN 46
will have a material impact on its financial position or results of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instru-
ments with Characteristics of Both Liabilities and Equity," on May 15, 2003.
SFAS 150 changes the classification in the statement of financial position of
certain common financial instruments from either equity or mezzanine presenta-
tion to liabilities and requires an issuer of those financial statements to
7
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Recent Accounting Pronouncements (Continued)
recognize changes in fair value or redemption amount, as applicable, in
earnings. SFAS 150 is effective for public companies for financial instru-
ments 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 150 did not have a material impact on the Fund's financial
position or results of operations.
Critical Accounting Policies, Judgments and Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires us
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 actual revenues
and expenses during the reporting period. Although we believe our estimates
are reasonable, actual results could differ from those estimates. Changes in
these estimates could materially affect our financial position, results of
operations or cash flows. Key estimates used by our management include
estimates used to record revenue and expense accruals, depreciation and
amortization, asset impairment and fair values of assets acquired. We
summarize our significant accounting policies in Note 2 to our Financial
Statements included in this report. We discuss below the critical accounting
policies that we have identified.
Accounts Receivable and Allowances for Uncollectible Accounts
In evaluating our allowance for possible uncollectible accounts, we
consider our contractual delinquencies, economic conditions and trends,
industry statistics, lease portfolio characteristics and our General
Partner's management's prior experience with similar lease assets.
Net Assets in Liquidation
The 2003 financial statements have been prepared on a liquidation basis of
accounting, whereby the remaining assets and liabilities have been revalued to
the amount expected to be paid or collected during liquidation.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All of our assets and liabilities are denominated in U.S. dollars, and
as a result, we do not have exposure to currency exchange risks.
We do not engage in any interest rate, foreign currency exchange rate or
commodity price-hedging transactions, and as a result, we do not have exposure
to derivatives risk.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted as a separate section of this
report commencing on page F-1.
8
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
Item 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and communicated to our
chief executive officer and our chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure. We necessarily applied
our judgment in assessing the costs and benefits of such controls and proce-
dures, which by their nature can provide only reasonable assurance regarding
our control objectives.
We carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15 as of the end of the period covered by this report. Our chief
executive officer and chief financial officer participated and provided input
into this process. Based upon the foregoing, these senior officers concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to us required to be included in our
Exchange Act reports.
There has been no change in our internal control over financial report-
ing that occurred during the fourth fiscal quarter of our fiscal year ended
December 31, 2003 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
9
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The General Partner of the Fund is LEAF Financial Corporation (LEAF).
LEAF is a wholly owned subsidiary of Resource Leasing, Inc. which is a wholly
owned subsidiary of Resource America, Inc. (Resource America). The Directors
and Executive Officers of LEAF are:
CRIT DEMENT, age 51, Chairman of the Board of Directors and Chief
Executive Officer of LEAF since February 2002. Chairman of the
Board of Directors, President and Chief Executive Officer of LEAF from
November 2001 to February 2002. President of Fidelity Leasing, Inc.
and its successor, the Technology Finance Group of CitiCapital Vendor
Finance from 1998 to 2001. Vice President of Marketing for Tokai
Financial Services from 1987 through 1996.
ALAN D. SCHREIBER, M.D., age 61, Professor of Medicine since 1973 and
Assistant Dean for Research and Research Training sine 1990 at the
University of Pennsylvania School of Medicine. Chairman, Scientific
Advisory Board, Inkine Pharmaceutical Co., Inc. (a publicly traded
biopharmaceutical company) since 1997. Founder and Chief Scientific
Officer of CorBec Pharmaceuticals, Inc. from 1993 to 1997.
EDWARD E. COHEN, age 65, Director of LEAF since November 2001. Chairman
of the Board of Resource America since 1990. President of Resource
America since 2001 and Chief Executive Officer of Resource America since
1988. Chairman of the Managing Board of Directors of Atlas Pipeline
Partners GP, LLC (a wholly owned subsidiary of Resource America that is
the general partner of a publicly traded limited partnership that owns
and operates natural gas pipelines) since its formation in 1999. Chairman
of the Board of Directors of Brandywine Construction & Management, Inc.
(a property management company) since 1994. Mr. Cohen is the father of
Jonathan Z. Cohen.
JONATHAN Z. COHEN, age 33, Director of LEAF since November 2001. Chief
Operating Officer and a Director of Resource America since 2002. Execu-
tive Vice President of Resource America since 2001. Senior Vice Presi-
dent of Resource America from 1999 to 2001. Vice President of Resource
America from 1998 to 1999. Vice Chairman of the Managing Board of Atlas
Pipeline Partners GP, LLC since its formation in 1999. Trustee and
Secretary of RAIT Investment Trust (a publicly traded real estate invest-
ment trust) since 1997. Mr. Cohen is the son of Edward E. Cohen.
MILES HERMAN, age 44, President, Chief Operating Officer and a Director
of LEAF since February 2002. Vice President and a Director of LEAF from
November 2001 to February 2002. Held various senior operational offices
with Fidelity Leasing, Inc. and its successor from 1998 to 2001. Held
several management positions in sales, marketing and operations at Tokai
Financial Services from 1983 to 1998.
FREDDIE M. KOTEK, age 48, Director of LEAF since 1996. Senior Vice
President of Resource America since 1995. President of Resource Leasing,
Inc. since 1996.
LINDA RICHARDSON, age 56, Director of LEAF since August 2002. President
and Chief Executive Officer of Richardson (a sales training and consulting
firm) since 1988. A director of the Pennsylvania Academy of the Fine
Arts.
10
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Continued)
ROBERT K. MOSKOVITZ, age 47, Chief Financial Officer and Treasurer of LEAF
since 2004. Independent consultant working with companies on performance
management initiatives from 2002 to 2004. Executive Vice President and
Chief Financial Officer of ImpactRx, Inc., (a start-up, market research
firm servicing pharmaceutical manufacturers). Chief Financial Officer of
Breakthrough Commerce LLC (a holding company that created and funded
Internet related businesses) from 1999 to 2001. Held senior financial
positions with several high growth public and privately owned companies
from 1983 to 1997. Mr. Moskovitz is also a Certified Public Accountant.
Item 11. EXECUTIVE COMPENSATION
The following table sets forth information relating to the aggregate
compensation earned by the General Partner of the Fund during the year
ended December 31, 2003:
Name of Individual or Capacities in
Number in Group Which Served Compensation
--------------------- ------------- ------------
LEAF Financial
Corporation General Partner $16,669 (1)
======
(1) This amount does not include the General Partner's share of
cash distributions made to all partners.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Based upon a review of Schedule 13D as filed with the Securities and
Exchange Commission, the table set forth below outlines the persons or
groups known to the Fund that own more than 5% of the Fund's outstanding
securities either beneficially or of record.
Name of Individual Number of
or Group Units Owned
------------------ -----------
James S. and Danea T. Riley 5,675.81 (1)
Odd Lot Liquidity Fund, LLC 5,675.81 (2)
Sierra Fund 4, LLC 5,675.81 (3)
(1) Amount represents beneficial ownership interest through
ownership of Odd Lot Liquidity Fund, LLC and Sierra Fund 4, LLC
which own 3,031.25 units and 2,644.56 units, respectively, of
the outstanding limited partnership units of the Fund.
(2) Amount represents direct ownership by Odd Lot Liquidity
Fund, LLC of 3,031.25 units and beneficial ownership of
2,644.56 units by virtue of group membership and affiliate
status with Sierra Fund 4, LLC.
11
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued)
(3) Amount represents direct ownership by Sierra Fund 4, LLC
of 2,644.56 units and beneficial ownership of 3,031.25 units
by virtue of group membership and affiliate status with Odd Lot
Liquidity Fund, LLC.
(b) In 1989, the General Partner contributed $1,000 to the capital of
the Fund but it does not own any of the Fund's outstanding securities.
No individual director or officer of LEAF Financial Corporation
nor such directors or officers as a group, owns more than one percent of
the Fund's outstanding securities. The General Partner owns a general
partnership interest which entitles it to receive 1% of cash distri-
butions until the Limited Partners have received an amount equal to the
purchase price of their units plus a 12% compounded priority return;
thereafter 10%. The General Partner will also share in net income equal
to the greater of its cash distributions or 1% of net income or to the
extent there are losses, 1% of such losses.
(c) There are no arrangements known to the Fund that would, at any
subsequent date, result in a change in control of the Fund.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 2003, the Fund was charged $16,669
of management fees by the General Partner. The General Partner will continue
to receive 5% or 2% of rental payments on equipment under operating 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 rental payments due during the initial term of the leases
are at least sufficient to recover the purchase price of the equipment,
including acquisition fees. All of the direct financing leases in which the
Fund has invested meet the criteria for a full pay-out lease and pay a 2%
management fee to the General Partner. 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.
The General Partner also receives 1% of cash distributions until the
Limited Partners have received an amount equal to the purchase price of their
units plus a 12% cumulative compounded priority return. Thereafter, the
General Partner will receive 10% of cash distributions. During the year ended
December 31, 2003, the General Partner received $28,500 of cash distributions.
The Fund incurred $203,250 of reimbursable costs to the General Partner
and its parent company for services and materials provided in connection with
the administration of the Fund during 2003.
12
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of liquidation.
On February 27, 2004 the Fund sold the outstanding lease portfolio on its
books for a sale price of $2,173,147. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of the
leases in the portfolio as of the date of sale. In order to effect an orderly,
timely and complete liquidation of the Fund in a single transaction, the
portfolio was acquired by a company related to the General Partner.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Aggregate fees recognized by the Partnership during the years ending
December 31, 2003 and 2002 by its principal accounting firm, Grant Thornton,
LLP, are set forth below. The audit committee of the managing board of our
General Partner has considered whether the provision of the non-audit services
described below is compatible with maintaining the principal accountant's
independence.
For the Year Ended For the Year Ended
December 31, 2003 December 31, 2002
------------------ ------------------
Audit fees (1) $31,350 $29,000
Audit related fees (2) ( -
Tax fees (3) - -
All other fees (4) - -
_______ _______
Total aggregate fees billed $31,350 $29,000
======= =======
(1) Includes the aggregate fees recognized in each of the last
two years for professional services rendered by Grant Thornton,
LLP for the audit of the Partnership's annual financial statements
and the review of financial statements included in Form 10-Q.
The fees are for services that are normally provided by Grant
Thornton, LLP in connection with statutory or regulatory filings
or engagements.
(2) Includes the aggregate fees recognized in each of the last
two years for professional services rendered by Grant Thornton,
LLP for tax compliance, tax advice, and tax planning.
(3) Includes the aggregate fees recognized in each of the last two
years for products and services provided by Grant Thornton, LLP,
other than those services described above. Services in this category
include due diligence related to an acquisition.
13
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements (1) and (2) The response to this portion of
Item 15 is submitted as a separate section of this report commencing on
page F-1.
(a) Exhibits (3) Exhibits (numbered in accordance with Item 601 of
Regulation S-K)
Exhibit Numbers Description Page Number
3(a) & (4) Amended and Restated Agreement *
of Limited Partnership
(9) not applicable
(10) not applicable
(11) not applicable
(12) not applicable
(13) not applicable
(18) not applicable
(19) not applicable
(22) not applicable
(23) not applicable
(24) not applicable
(25) not applicable
(28) not applicable
31.1 Rule 13a-14(a)/15d-14(a)
Certification 16
31.2 Rule 13a-14(a)/15d-14(a)
Certification 18
32.1 Section 1350 Certification 20
32.2 Section 1350 Certification 21
b) Reports on Form 8-K: Not applicable
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
A Delaware limited partnership
By: LEAF FINANCIAL CORPORATION
/s/ Crit DeMent
By: ___________________________
Crit DeMent, Chairman of the Board and
Principal Executive Officer
Dated March 30, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, this
annual report has been signed below by the following persons, on behalf of the
Registrant and in the capacities and on the date indicated:
Signature Title Date
/s/ Crit DeMent
____________________________ Chairman of the Board of Directors 3-30-04
Crit DeMent of LEAF Financial Corporation
(Principal Executive Officer)
/s/ Miles Herman
____________________________ President, and Director of 3-30-04
Miles Herman LEAF Financial Corporation
(Principal Operating Officer)
/s/ Jonathan Z. Cohen
____________________________ Director of LEAF Financial Corporation 3-30-04
Jonathan Z. Cohen
/s/ Freddie M. Kotek
____________________________ Director of LEAF Financial Corporation 3-30-04
Freddie M. Kotek
/s/ Robert K. Moskovitz
____________________________ Chief Financial Officer and Treasurer of 3-30-04
Robert K. Moskovitz LEAF Financial Corporation
(Principal Financial Officer)
15
Exhibit 31.1
CERTIFICATIONS
I, Crit DeMent, certify that:
1. I have reviewed this annual report on Form 10-K 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 super-
vision, to ensure that material information relating to the Regis-
trant, is made known to us by others within those entities, partic-
ularly 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
effectiveness 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 Regis-
trant'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: March 30, 2004
/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, Robert K. Moskovitz, certify that:
1. I have reviewed this annual report on Form 10-K 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 super-
vision, to ensure that material information relating to the Regis-
trant, is made known to us by others within those entities, partic-
ularly 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
effectiveness 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 Regis-
trant'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: March 30, 2004
/s/ Robert K. Moskovitz
____________________________
Robert K. Moskovitz
Chief Financial Officer and Treasurer 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 Annual Report of Fidelity Leasing Income Fund VII,
L.P. (the "Fund") on Form 10-K for the period ended December 31, 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
March 30, 2004
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 Annual Report of Fidelity Leasing Income Fund VII,
L.P. (the "Fund") on Form 10-K for the period ended December 31, 2003 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Robert K. Moskovitz, 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/ Robert K. Moskovitz
________________________
Robert K. Moskovitz
Principal Financial Officer of LEAF Financial Corporation
March 30, 2004
21
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Pages
Report of Independent Certified Public Accountants F-2
Statement of Net Assets in Liquidation as of
December 31, 2003 F-3
Balance Sheet as of December 31, 2002 F-4
Statement of Changes of Net Assets in Liquidation for
the year ended December 31, 2003 F-5
Statements of Operations for the years ended
December 31, 2002 and 2001 F-6
Statements of Partners' Capital for the years ended
December 31, 2002 and 2001 F-7
Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001 F-8
Notes to Financial Statements F-9 - F-18
All schedules have been omitted because the required information is not
applicable or is included in the Financial Statements or Notes thereto.
F-1
Report of Independent Certified Public Accountants
The Partners
Fidelity Leasing Income Fund VII, L.P.
We have audited the balance sheet of the Fidelity Leasing Income
Fund VII, L.P. (the Fund) as of December 31, 2002, and the related statements
of operations, partners' capital, and cash flows for each of the two years
ended December 31, 2002. In addition, we have audited the statement of net
assets in liquidation as of December 31, 2003, and the related statement of
changes in net assets in liquidation for the period from January 1, 2003 to
December 31, 2003. These financial statements are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe our
audits provide a reasonable basis for our opinion.
As described in Note No. 3 to the financial statements, the General
Partner approved a plan of liquidation. As a result, the Fund has changed
its basis of accounting for periods subsequent to December 31, 2002 to a
liquidation basis.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Fidelity
Leasing Income Fund VII, L.P. as of December 31, 2002, and the results of
its operations and its cash flows for the two years then ended, its net assets
in liquidation as of December 31, 2003, and the changes in its net assets in
liquidation for the period from January 1, 2003 to December 31, 2003, in
conformity with accounting principles generally accepted in the United States
of America applied on the bases described in the preceding paragraph.
Grant Thornton LLP
Philadelphia, Pennsylvania
February 10, 2004
(except for Note No. 3 as to which the date is February 27, 2004)
F-2
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENT OF NET ASSETS IN LIQUIDATION
ASSETS
December 31, 2003
Cash and cash equivalents $ 234,040
Accounts receivable 91,820
Due from related parties 405,955
Net investment in direct financing leases 2,453,012
Equipment under operating leases (net of
accumulated depreciation of $14,774) 73,868
Equipment held for sale or lease 308,146
_________
Total assets $3,566,841
==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ 29,035
Accounts payable and accrued expenses 83,431
Due to related parties 866,566
Security Deposits 13,061
__________
Total liabilities 992,093
Partners' capital 2,574,748
__________
Total liabilities and partners' capital $3,566,841
==========
The accompanying notes are an integral part of these financial statements.
F-3
FIDELITY LEASING INCOME FUND VII, L.P.
BALANCE SHEET
ASSETS
December 31, 2002
Cash and cash equivalents $4,979,885
Accounts receivable 1,530
Due from related parties 29,250
Net investment in direct financing leases 159,115
Equipment under operating leases (net of
accumulated depreciation $231,355) 253,940
Equipment held for sale or lease 287,306
__________
Total assets $5,711,026
==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Lease rents paid in advance $ 5,749
Accounts payable and accrued expenses 64,276
Due to related parties 59,532
__________
Total liabilities 129,557
Partners' capital 5,581,469
__________
Total liabilities and partners' capital $5,711,026
==========
The accompanying notes are an integral part of these financial statements.
F-4
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENT OF CHANGES OF NET ASSETS IN LIQUIDATION
For the year ended December 31, 2003
Income:
Earned income on direct financing leases $124,803
Rentals 144,742
Interest 46,720
Gain on sale of equipment, net 9,886
Other 15,145
________
341,296
________
Expenses:
Depreciation 130,216
General and administrative 147,882
General and administrative to related party 203,250
Management fee to related party 16,669
________
498,017
________
Net loss ($156,721)
========
Net loss per equivalent Limited partnership unit ($ 9.34)
========
Weighted average number of equivalent limited partnership
units outstanding during the year 16,604
========
Net assets in liquidation at January 1, 2003 $5,581,469
Cash distributions - Limited Partners (2,821,500)
Cash distributions - General Partner (28,500)
Net loss (156,721)
__________
Net assets in liquidation at December 31, 2003 $2,574,748
==========
The accompanying notes are an integral part of these financial statements.
F-5
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF OPERATIONS
For the years ended December 31,
2002 2001
Income:
Earned income on direct
financing leases 241,895 $546,365
Rentals 202,313 110,711
Interest 127,172 107,671
Gain on sale of equipment, net 14,854 31,696
Other 18,732 15,963
________ ________
604,966 812,406
________ ________
Expenses:
Depreciation 176,537 92,573
General and administrative 190,696 115,362
General and administrative to
related party 180,434 168,720
Management fee to related party 89,494 85,279
________ ________
637,161 461,934
________ ________
Net (loss) income ($ 32,195) $350,472
======== ========
Net (loss) income per equivalent
Limited partnership unit ($ 1.31) $ 11.68
======== ========
Weighted average number of
equivalent limited partnership
units outstanding during the year 24,334 28,684
======== ========
The accompanying notes are an integral part of these financial statements.
F-6
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENT OF PARTNERS' CAPITAL
For the years ended December 31, 2003, 2002 and 2001
General Limited Partners
Partner Units Amount Total
________ ___________________ _____
Balance, January 1, 2001 $(32,922) 64,773 $9,846,130 $ 9,813,208
Cash distributions (6,000) - (594,000) (600,000)
Net income 15,500 - 334,972 350,472
________ ______ __________ __________
Balance, December 31, 2001 (23,422) 64,773 9,587,102 9,563,680
Cash distributions (39,500) - (3,910,516) (3,950,016)
Net loss (322) - (31,873) (32,195)
________ ______ __________ __________
Balance, December 31, 2002 (63,244) 64,773 5,644,713 5,581,469
======== ====== ========== ==========
The accompanying notes are an integral part of this financial statement.
F-7
FIDELITY LEASING INCOME FUND VII, L.P.
STATEMENTS OF CASH FLOWS
For the years ended December 31,
2003 2002 2001
Cash flows from operating activities:
Net (loss) income $ (156,721) $ (32,195) $ 350,472
__________ __________ __________
Adjustments to reconcile net (loss)
income to net cash provided by
operating activities:
Depreciation 130,216 176,537 92,573
Gain on sale of equipment, net (9,886) (14,855) (31,696)
(Increase) decrease in accounts receivable (90,290) 252,677 (19,672)
(Increase) decrease in due from related
parties (376,705) 54,381 (81,006)
Increase (decrease) in lease rents paid in
advance 23,286 (58,996) 50,815
Increase (decrease) in accounts payable
and accrued expenses 19,155 25,843 (29,209)
Increase (decrease) in due to related parties 807,034 35,941 238
Increase (decrease) in security deposits 13,061 - (67,825)
__________ __________ __________
515,871 471,528 (85,782)
__________ __________ __________
Net cash used in operating activities (359,150) 439,333 264,690
__________ __________ __________
Cash flows from investing activities:
Acquisition of equipment - (198,663) (395,493)
Investment in direct financing leases (4,228,413) (48,021) (911,086)
Proceeds from direct financing leases,
net of earned income 1,604,933 4,824,342 3,432,291
Proceeds from sale of equipment 368,485 35,000 31,696
__________ __________ __________
Net cash provided by (used in)
investing activities (2,254,995) 4,612,658 2,157,408
__________ __________ __________
Cash flows from financing activities:
Distributions (2,850,000) (3,950,018) (600,000)
__________ __________ __________
Net cash used in financing activities (2,850,000) (3,950,018) (600,000)
__________ __________ __________
(Decrease) increase in cash and
cash equivalents (4,745,845) 1,101,973 1,822,098
Cash and cash equivalents, beginning of year 4,979,885 3,877,912 2,055,814
__________ __________ __________
Cash and cash equivalents, end of year $ 234,040 $4,979,885 $3,877,912
========== ========== ==========
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.
F-8
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND NATURE OF BUSINESS
Fidelity Leasing Income Fund VII, L.P. (the Fund) was formed in November
1989. The General Partner of the Fund is LEAF Financial Corporation (LEAF).
LEAF is a wholly owned subsidiary of Resource Leasing, Inc., which is a wholly
owned subsidiary of Resource America, Inc. (Resource America). The Fund is
managed by the General Partner. The Fund's limited partnership interests are
not publicly traded. There is no market for the Fund's limited partnership
interests and it is unlikely that any will develop. The Fund acquires computer
equipment including printers, tape storage devices, data communications equip-
ment, computer terminals, technical workstations and networking equipment, as
well as other electronic equipment. This equipment is leased to third parties
throughout the United States on a short-term basis.
The Fund is currently in the process of dissolution. The assets of the
Fund shall be liquidated as promptly as is consistent with obtaining their
fair value. See Note No. 3 for a full description of liquidation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation
The 2003 financial statements have been prepared on a liquidation basis of
accounting, whereby the remaining assets and liabilities have been revalued to
the amount expected to be paid or collected during liquidation.
The accounting and reporting policies of the Fund conform to accounting
principles generally accepted in the United States of America (US GAAP). In
preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements, and revenues and expenses during the
reporting period. Significant estimates include the allowance for doubtful
accounts, un-guaranteed residual values and impairment of residual values.
Actual results could differ from those estimates.
The Fund carries its investments in the future estimated unguaranteed
residual values of assets at cost, which is equal to or less than market
value, subject to the Fund's policy relating to impairments of residuals.
Gains or losses are recognized upon the sale or disposition of the investments.
The Fund reviews, on a periodic basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in circum-
stances indicate that the carrying value of an asset may not be recoverable
and, therefore, an impairment loss should be recognized. The events or changes
in circumstances which generally indicate that the residual value of an asset
has been impaired are (i) the estimated fair value of the underlying equipment
is less than the Fund's carrying value or (ii) the lessee is experiencing
financial difficulties and it does not appear likely that the estimated
proceeds from disposition of the asset will be sufficient to satisfy the
remaining obligation to the non-recourse lender and the Fund's residual
position. Generally in the latter situation, the residual position relates
to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Fund does
not recover its residual until the non-recourse note obligation is repaid in
F-9
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basis of Financial Statement Presentation (Continued)
full. The Fund measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Fund from re-lease or sale of the equipment. Generally, third
party appraisals, reviews of future cash flows and anticipated future cash
flows and detailed market analyses are used as the basis for measuring whether
an impairment loss should be recognized.
The Fund records an allowance for doubtful accounts to provide for
estimated credit losses in its portfolio. The allowance for doubtful accounts
is based on the ongoing analysis of delinquency trends, loss experience and
an assessment of overall credit risk. The Fund's write-off policy is based
on an analysis of the aging of the Fund's portfolio, a review of the non-
performing receivables and leases, and prior collection experience. An
account is fully reserved or written off when the analysis indicates that
the probability of collection of the account is remote.
Statement of Financial Accounting Standards (SFAS) No. 131, "Disclosures
About Segments of an Enterprise and Related Information," establishes standards
for the way public business enterprises report information about operating
segments in annual financial statements. The Fund has one operating and,
accordingly, one reportable segment, "Leasing Activities."
Accounting for Leases
The Fund's leasing operations consist of both direct financing and
operating leases. Under the direct financing method of accounting for leases,
income (the excess of the aggregate future rentals and estimated unguaranteed
residuals upon expiration of the lease over the related equipment cost) is
recognized over the life of the lease using the interest method.
Under the operating method of accounting for leases, the cost of the
leased equipment is recorded as an asset and depreciated on a straight-line
basis over its estimated useful life, up to seven years. Acquisition fees
associated with lease placements are allocated to equipment when purchased
and depreciated as part of equipment cost. Rental income consists primarily
of monthly periodic rentals due under the terms of the leases. Generally,
during the remaining terms of existing operating leases, the Fund will not
recover all of the undepreciated cost and related expenses of its rental
equipment and is prepared to remarket the equipment in future years. Upon
sale or other disposition of assets, the cost and related accumulated dep-
reciation are removed from the accounts and the resulting gain or loss, if
any, is reflected in income.
Equipment Held for Sale or Lease
Equipment held for sale or lease is carried at its estimated net realiz-
able value.
F-10
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment of Long-Lived Assets
The Fund adopted Statement of Financial Accounting Standard (SFAS) No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets", on
January 1, 2002. SFAS No. 144 retains the existing requirements to recognize
and measure the impairment of long-lived assets to be held and used or to be
disposed by sale. SFAS No. 144 changes the requirements relating to reporting
the effects of a disposal or discontinuation of a business segment.
The Fund reviews its assets to determine if it has any long-lived assets
that are carried on the books for an amount that may not be recoverable. If
it is determined that an asset's estimated future cash flows will not be suf-
ficient to recover its carrying amount, an impairment charge will be recorded.
There was no impairment of any long-lived assets at December 31, 2003 and 2002.
Income Taxes
Federal and State income tax regulations provide that taxes on the income
or benefits from losses of the Fund are reportable by the partners in their
individual income tax returns. Accordingly, no provision for such taxes has
been made in the accompanying financial statements.
Net Income per Equivalent Limited Partnership Unit
Net income per equivalent limited partnership unit is computed by
dividing net income allocated to limited partners by the weighted average
number of equivalent limited partnership units outstanding during the year.
The weighted average number of equivalent units outstanding during the year
is computed based on the weighted average monthly limited partners' capital
account balances, converted into equivalent units at $500 per unit.
Statements of Cash Flows
For purposes of the statements of cash flows, the Fund considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.
Concentration of Credit Risk
Financial instruments that potentially subject the Fund to concentra-
tions of credit risk consist principally of temporary cash investments. The
Fund places its temporary investments in money market savings accounts.
Concentrations of credit risk with respect to accounts receivables are
due to the limited dispersion of the Fund's lessees over different industries
and geographies.
F-11
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Comprehensive Income
Comprehensive income includes net income and all other changes in the
equity of a business during a period from non-owner sources. These changes,
other than net income, are referred to as "other comprehensive income." The
Fund has no other elements of comprehensive income, other than net income to
report.
Recent Accounting Pronouncements
The Fund adopted Financial Accounting Standards Board ("FASB") Interpreta-
tion 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
including Indirect Guarantees of Indebtedness of Others" ("FIN 45") on
January 1, 2003. FIN 45 requires 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 FASB Interpretation 46 (FIN 46), "Con-
solidation of Variable Interest Entities." FIN 46 clarifies the application
of Accounting Research Bulletin 51, "Consolidated Financial Statements," to
certain entities in which voting rights are not effective in identifying the
investor with the controlling financial interest. An entity is subject to
consolidation under FIN 46 if the investors either do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support, are unable to direct the entity's activities,
or are not exposed to the entity's losses or entitled to its residual returns
("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.
Subsequent to the issuance of FIN 46, the FASB issued a revised inter-
pretation, FIN 46(R), the provisions of which must be applied to certain
variable interest entities by March 31, 2004. The Fund does not anticipate
that FIN 46 will have a material impact on its financial position or results
of operations.
The FASB issued SFAS No. 150, "Accounting for Certain Financial Instru-
ments with Characteristics of Both Liabilities and Equity," on May 15, 2003.
SFAS 150 changes the classification in the statement of financial position of
certain common financial instruments from either equity or mezzanine presenta-
tion to liabilities and requires an issuer of those financial statements to
recognize changes in fair value or redemption amount, as applicable, in
earnings. SFAS 150 is effective for public companies for financial instru-
ments entered into or modified after May 31, 2003 and is effective at the
F-12
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
beginning of the first interim period beginning after June 15, 2003. The
adoption of SFAS 150 did not have a material impact on the Fund's financial
position or results of operations.
3. LIQUIDATION
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of liquidation.
On February 27, 2004 the Fund sold the outstanding lease portfolio on its
books for a sale price of $2,173,147. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of the
leases in the portfolio as of the date of sale. In order to effect an orderly,
timely and complete liquidation of the Fund in a single transaction, the
portfolio was acquired by a company related to the General Partner.
4. ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH DISTRIBUTIONS
Cash distributions, if any, are made monthly as follows: 99% to the
Limited Partners and 1% to the General Partner, until the Limited Partners
have received an amount equal to the purchase price of their units, plus a
12% compounded priority return (an amount equal to 12% compounded annually
on the portion of the purchase price not previously distributed); thereafter,
90% to the Limited Partners and 10% to the General Partner.
Net Losses are allocated 99% to the Limited Partners and 1% to the
General Partner. The General Partner is allocated Net Income equal to its
cash distributions, but not less than 1% of Net Income, with the balance
allocated to the Limited Partners.
Net Income (Losses) allocated to the Limited Partners are allocated to
individual limited partners based on the ratio of the daily weighted average
partner's net capital account balance (after deducting related commission
expense) to the total daily weighted average of the Limited Partners' net
capital account balances.
5. EQUIPMENT LEASED
The Fund's direct financing leases are for initial lease terms ranging
from 24 to 60 months. Unguaranteed residuals for direct financing leases
represent the estimated 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 is below the estimated
residual value, an adjustment is made.
F-13
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
5. EQUIPMENT LEASED (Continued)
The approximate net investment in direct financing leases as of
December 31, 2003 is as follows:
Minimum lease payments to be received $2,690,000
Unguaranteed residuals 282,000
Unearned rental income (439,000)
Unearned residual income (84,000)
__________
$2,449,000
==========
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 recog-
nizes gains upon actual sale of its rental equipment. As a result, there was
no charge to write-down of equipment to net realizable value for the years
ended December 31, 2003, 2002 and 2001. Any future losses are dependent upon
unanticipated technological developments affecting the equipment in subsequent
years.
The future approximate minimum rentals to be received on noncancellable
direct financing leases as of December 31 are as follows:
Direct
Financing
2004 $ 738,000
2005 745,000
2006 500,000
2007 300,000
Post 2007 407,000
__________
$2,690,000
==========
6. RELATED PARTY TRANSACTIONS
The General Partner receives 5% or 2% of rental payments on equipment
under operating leases and full pay-out leases, respectively, for administra-
tive and management services performed on behalf of the Fund. Full pay-out
leases are noncancellable leases for which 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.
F-14
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
6. RELATED PARTY TRANSACTIONS (Continued)
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. The following
is a summary of fees and costs charged by the General Partner or its parent
company during the years ended December 31:
2003 2002 2001
Management fee $ 16,669 $ 89,494 $ 85,279
Reimbursable costs 203,250 180,434 168,720
During 2001, the Fund transferred its checking and investment accounts
from Hudson United Bank to The Bancorp.com, Inc. (TBI). The son and the spouse
of the Chairman of Resource America, Inc. are the Chairman and Chief Executive
Officer, respectively, of TBI. The Fund maintains a normal banking relation-
ship with TBI.
Amounts due from related parties at December 31, 2003 and 2002 represents
monies due to 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 December 31, 2003 and 2002 represents
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.
On August 25, 2003 the General Partner issued a letter to the Limited
Partners informing them that the Fund was in the final phase of liquidation.
On February 27, 2004 the Fund sold the outstanding lease portfolio on its
books for a sale price of $2,173,147. The aggregate purchase price is an
amount equal to the book value, which approximates fair value, of each of the
leases in the portfolio as of the date of sale. In order to effect an orderly,
timely and complete liquidation of the Fund in a single transaction, the
portfolio was acquired by a company related to the General Partner.
7. MAJOR CUSTOMERS
For the year ended December 31, 2003, two customers accounted for approxi-
mately 80% and 11% of the Fund's rental income. For the year ended December 31,
2002, one customer accounted for approximately 86% of the Fund's rental income.
For the year ended December 31, 2001, three customers accounted for approxi-
mately 57%, 16% and 13% of the Fund's rental income.
F-15
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
8. CASH DISTRIBUTIONS
Below is a summary of the cash distributions paid to partners during the
years ended December 31:
For the Quarter Ended 2003 2002 2001
March $1,050,000 $1,100,016 $150,000
June 1,150,000 650,000 150,000
September 100,000 1,100,000 150,000
December 550,000 1,100,000 150,000
__________ __________ ________
$2,850,000 $3,950,016 $600,000
========== ========== ========
F-16
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
9. SUMMARY OF QUARTERLY RESULTS (UNAUDITED)
The following table summarizes the results of operations on a quarterly
basis during 2003 and 2002:
2003
----------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Income:
Earned income on direct financing
leases $ 46,980 $ 21,469 $ 25,502 $ 30,852
Rentals 11,288 33,403 47,940 52,111
Interest 1,257 12,096 14,728 18,639
Gain on sale of equipment, net 9,886 - - -
Other 8,388 3,033 1,521 2,203
________ ________ ________ ________
Total income 77,799 70,001 89,691 103,805
________ ________ ________ ________
Expenses:
Depreciation 14,773 29,692 42,876 42,875
General and administrative 41,676 34,455 29,004 42,747
General and administrative to
related party 55,262 47,554 48,060 52,374
Management fee to related party 3,627 2,733 4,040 6,269
________ ________ ________ ________
Total expenses 115,338 114,434 123,980 144,265
________ ________ ________ ________
Net loss ($37,539) ($ 44,433) ($ 34,289) ($ 40,460)
======== ======== ======== ========
Net loss per equivalent limited
partnership unit ($ 1.21) ($ 2.80) ($ 2.04) ($ 2.11)
======== ======== ======== ========
F-17
FIDELITY LEASING INCOME FUND VII, L.P.
NOTES TO FINANCIAL STATEMENTS (Continued)
9. SUMMARY OF QUARTERLY RESULTS (UNAUDITED) (Continued)
2002
----------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Income:
Earned income on direct financing
leases $ 16,535 $ 24,206 $110,931 $ 90,223
Rentals 47,941 47,940 47,941 58,491
Interest 32,019 37,208 32,132 25,813
Gain on sale of equipment, net - - - 14,854
Other 545 1,725 2,679 13,783
________ ________ ________ ________
Total income 97,040 111,079 193,683 203,164
________ ________ ________ ________
Expenses:
Depreciation 42,875 42,875 42,875 47,912
General and administrative 75,490 32,870 44,382 37,954
General and administrative to
related party 53,286 43,868 38,366 44,914
Management fee to related party 8,255 9,893 45,051 26,295
________ ________ ________ ________
Total expenses 179,906 129,506 170,674 157,075
________ ________ ________ ________
Net (loss) income $(82,866) $(18,427) $ 23,009 $ 46,089
======== ======== ======== ========
Net (loss) income per equivalent
limited partnership unit $ (2.01) $ (1.25) $ 0.47 $ 1.48
======== ======== ======== ========
F-18