Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. 20549

x Quarterly Report Pursuant to 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 June 30, 2014
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
		For the transition period from to

For the quarterly period ended September 30, 2013

o 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 000-24175

ATEL Capital Equipment Fund VII, L.P.

(Exact name of registrant as specified in its charter)


California		94-3248318
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

The Transamerica Pyramid, 600 Montgomery Street, 9th Floor, San Francisco, California 94111 (Address of principal executive offices)

Registrant’s telephone number, including area code (415) 989-8800

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of Limited Partnership Units outstanding as of ~~October~~July 31, ~~2013~~2014 was 14,985,550.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

Index

Part I.Financial Information			3
Item 1.Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2013 and December 31, 2012			3
Balance Sheets, June 30, 2014 and December 31, 2013			3
Statements of Income for the three and nine months ended September 30, 2013 and 2012			4
Statements of Income for the three and six months ended June 30, 2014 and 2013			4
Statements of Changes in Partners’ Capital for the year ended December 31, 2012 and for the nine months ended September 30, 2013			5
Statements of Changes in Partners’ Capital for the year ended December 31, 2013 and for the six months ended June 30, 2014			5
Statements of Cash Flows for the three and nine months ended September 30, 2013 and 2012			6
Statements of Cash Flows for the three and six months ended June 30, 2014 and 2013			6
Notes to the Financial Statements			7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 4.Controls and Procedures			18
Part II.Other Information			19
Item 1.Legal Proceedings			19
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds			19
Item 3.Defaults Upon Senior Securities			19
Item 4.Mine Safety Disclosures			19
Item 5.Other Information			19
Item 6.Exhibits			19

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

BALANCE SHEETS

~~SEPTEMBER~~JUNE 30, ~~2013~~2014 AND DECEMBER 31, ~~2012~~2013 (In Thousands)

	September 30, 2013		December 31, 2012
	June 30, 2014		December 31, 2013
	(Unaudited)
ASSETS
Cash and cash equivalents	$	51,~~524~~951	$	~~686~~1,662
Accounts receivable, net of allowance for doubtful accounts of $300 as of September 30, 2013 and $133 as of December 31, 2012		181		652
Accounts receivable, net of allowance for doubtful accounts of $145 as of June 30, 2014 and $150 as of December 31, 2013		159		167
Investments in equipment and leases, net of accumulated depreciation of $33,693 as of September 30, 2013 and $38,658 as of December 31, 2012		5,690		6,765
Investments in equipment and leases, net of accumulated depreciation of $33,046 as of June 30, 2014 and $33,625 as of December 31, 2013		5,482		5,643
Prepaid expenses and other assets		2217		1722
Total assets	$	117,~~417~~609	$	87,~~120~~494
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	~~195~~86	$	~~420~~190
Other		~~360~~279		~~421~~347
Unearned operating lease income		3727		9828
Total liabilities		~~592~~392		~~939~~565
Commitments and contingencies
Partners’ capital:
General Partner		—		—
Limited Partners		107,~~825~~217		76,~~181~~929
Total Partners’ capital		107,~~825~~217		76,~~181~~929
Total liabilities and Partners’ capital	$	117,~~417~~609	$	87,~~120~~494

See accompanying notes.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF INCOME

FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~2014 AND ~~2012~~2013 (In Thousands except Units and Per Unit Data) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Revenues:
Leasing activities:
Operating leases	$	~~773~~601		$	~~1,085~~679		$	21,~~214~~213		$	31,~~204~~441
Direct financing leases		—			3911			33—			~~138~~33
Gain on sales of assets		2,894			3			2,947			157
(Loss) gain on sales of assets		(19	)		14			45			53
Other		501			7—			501			13—
Total revenues		~~3,717~~583			~~1,134~~704			51,~~244~~259			31,~~512~~527
Expenses:
Depreciation of operating lease assets		6834			~~120~~105			~~287~~68			~~363~~219
Marine vessel maintenance and other operating costs		—			—			61—			—61
Cost reimbursements to General Partner		6049			4552			~~177~~95			~~177~~117
Equipment and incentive management fees to General Partner		2013			3313			5928			9539
Railcar and equipment maintenance		~~112~~185			~~145~~115			~~356~~378			~~514~~244
Professional fees		17			~~114~~6			5880			~~221~~41
Insurance		4438			331			9166			947
Outside services		2023			1623			6751			5347
Other management fees		24			3524			7248			~~121~~48
Equipment storage		25			43			78			85
Franchise fees and state taxes		1445			815			3057			2316
Freight and shipping		35			113			229			419
(Reversal of) provision for credit losses		(272	)		~~(154~~81	)		~~167~~(5	)		~~107~~194
Property taxes		1—			—			137			112
Postage		53			—3			147			149
Printing and photocopying		59			—			1716			2112
Other		2328			3036			~~102~~58			8179
Total operating expenses		391			400			1,600			1,812
Total expenses		476			520			971			1,209
Net income	$	~~3,326~~107		$	~~734~~184		$	~~3,644~~288		$	~~1,700~~318
Net income:
General Partner	$	—		$	—		$	—		$	—
Limited Partners		~~3,326~~107			~~734~~184			~~3,644~~288			~~1,700~~318
	$	~~3,326~~107		$	~~734~~184		$	~~3,644~~288		$	~~1,700~~318
Net income per Limited Partnership Unit	$	0.2201		$	0.0501		$	0.2402		$	0.1102
Weighted average number of Units outstanding		14,985,550			14,985,550			14,985,550			14,985,550

See accompanying notes.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, ~~2012~~2013 AND FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~ 2014(In Thousands except Units and Per Unit Data)

	Limited Partners					General Partner			Total
	Units		Amount
Balance December 31, 2011		14,985,550	$	7,883		$	—		$	7,883
Balance December 31, 2012		14,985,550	$	7,181		$	—		$	7,181
Distributions to Limited Partners ($0.18 per Unit)		—		(2,623	)		—			(2,623	)
Distributions to Limited Partners ($0.25 per Unit)		—		(3,747	)		—			(3,747	)
Distributions to General Partner		—		—			(~~213~~304	)		(~~213~~304	)
Net income		—		13,~~921~~495			~~213~~304			23,~~134~~799
Balance December 31, 2012		14,985,550		7,181			—			7,181
Balance December 31, 2013		14,985,550		6,929			—			6,929
Net income		—		~~3,644~~288			—			~~3,644~~288
Balance September 30, 2013 (Unaudited)		14,985,550	$	10,825		$	—		$	10,825
Balance June 30, 2014 (Unaudited)		14,985,550	$	7,217		$	—		$	7,217

See accompanying notes.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF CASH FLOWS

FOR THE THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2013~~2014 AND ~~2012~~ 2013(In Thousands) (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	2014			2013			2014			2013
Operating activities:
Net income	$	~~3,326~~107		$	~~734~~184		$	~~3,644~~288		$	~~1,700~~318
Adjustments to reconcile net income to cash provided by operating activities:
Gain on sales of assets		(2,894	)		(3	)		(2,947	)		(157	)
Loss (gain) on sales of assets		19			(14	)		(45	)		(53	)
Depreciation of operating lease assets		6834			~~120~~105			~~287~~68			~~363~~219
(Reversal of) provision for credit losses		(272	)		~~(154~~81	)		~~167~~(5	)		~~107~~194
Changes in operating assets and liabilities:
Accounts receivable		636			~~125~~153			~~304~~13			~~(10~~241	)
Prepaid expenses and other assets		—			(78	)		(5	)		(165	)
Accounts payable:
General Partner		(3549	)		33(37	)		(~~225~~104	)		(~~328~~190	)
Other		71(53	)		(3521	)		(6168	)		(87132	)
Unearned lease income		1			(61123	)		(611	)		(6962	)
Net cash provided by operating activities		~~573~~63			~~752~~320			~~1,103~~151			~~1,503~~530
Investing activities:
Proceeds from sales of lease assets		~~3,518~~47			1423			~~3,603~~138			~~224~~85
Principal payments received on direct financing leases		—			5065			~~132~~—			~~140~~132
Net cash provided by investing activities		~~3,518~~47			6488			~~3,735~~138			~~364~~217
Financing activities:
Net cash provided by financing activities		—			—			—			—
Net increase in cash and cash equivalents		~~4,091~~110			~~816~~408			~~4,838~~289			~~1,867~~747
Cash and cash equivalents at beginning of period		1,~~433~~841			21,~~405~~025			~~686~~1,662			~~1,354~~686
Cash and cash equivalents at end of period	$	51,~~524~~951		$	31,~~221~~433		$	51,~~524~~951		$	31,~~221~~433
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	—72		$	—39		$	4074		$	3940

See accompanying notes.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Organization and Limited Partnership matters:

ATEL Capital Equipment Fund VII, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California on May 17, 1996 for the purpose of acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2017. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 15,000,000 Units of Limited Partnership Interest (“Units”), at a price of $10 per Unit. On January 7, 1997, subscriptions for the minimum number of Units (120,000, $1.2 million) had been received (excluding subscriptions from Pennsylvania investors) and AFS requested that the subscriptions be released to the Partnership. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). Gross contributions in the amount of $150 million (15,000,000 units) were received as of November 27, 1998, exclusive of $500 of initial Partners’ capital investment and $100 of AFS’ capital investment. The offering was terminated on November 27, 1998. As of ~~September~~June 30, ~~2013~~2014, 14,985,550 Units ~~remain~~were issued and outstanding.

The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates regular distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2004 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered and ~~reimbursements for~~ costs incurred on behalf of the Partnership (See Note 5). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of ~~September~~June 30, ~~2013~~2014, the Partnership continues in the liquidation phase of its life cycle as defined in the Partnership Agreement.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, ~~2012~~2013, filed with the Securities and Exchange Commission.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 are not necessarily indicative of the results to be expected for the full year.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no significant effect on the reported financial position or results from operations.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after ~~September~~June 30, ~~2013~~2014, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements, or adjustments thereto.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term, expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

Segment reporting:

The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operates in one reportable operating segment in the United States.

However, certain of the Partnership’s lessee customers may have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the Partnership to track, on an asset-by-asset and day-by-day basis, where these assets are deployed. The primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe.

The table below summarizes geographic information relating to the sources, by nation, of the Partnership’s total revenues for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 and long-lived tangible assets as of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 (dollars in thousands):

	For The Nine Months Ended September 30,
	For The Six Months Ended June 30,
	2013		% of Total			2012		% of Total
	2014		% of Total			2013		% of Total
Revenue
United States	$	51,~~004~~152		9592	%	$	31,~~272~~367		9390	%
Canada		~~240~~107		58	%		~~240~~160		710	%
Total International		~~240~~107		58	%		~~240~~160		710	%
Total	$	51,~~244~~259		100	%	$	31,~~512~~527		100	%

	As of September 30,					As of December 31,
	As of June 30,					As of December 31,
	2013		% of Total			2012		% of Total
	2014		% of Total			2013		% of Total
Long-lived assets
United States	$	5,~~450~~242		96	%	$	65,~~525~~403		96	%
Canada		240		4	%		240		4	%
Total International		240		4	%		240		4	%
Total	$	5,~~690~~482		100	%	$	65,~~765~~643		100	%

Per Unit data:

Net income and distributions per Unit are based upon the weighted average number of Limited Partnership Units outstanding during the period.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

Recent accounting pronouncements:

Recent accounting standards updates as issued by the Financial Accounting Standards Board (FASB) were evaluated and determined to be not applicable to the Partnership.

3. Allowance for credit losses:

The Partnership’s allowance for credit losses are as follows (in thousands):

	Accounts Receivable Allowance for Doubtful Accounts						Valuation Adjustments on Financing Receivables		Total Allowance for Credit Losses
	Finance Leases			Operating Leases			Finance Leases
Balance December 31, 2011	$	10		$	1		$	—	$	11
Balance December 31, 2012	$	—		$	133		$	—	$	133
(Reversal of provision) provision		(10	)		132			—		122
Provision		—			17			—		17
Balance December 31, 2012		—			133			—		133
Balance December 31, 2013		—			150			—		150
Provision		—			167			—		167
Reversal of provision		—			(5	)		—		(5	)
Balance September 30, 2013	$	—		$	300		$	—	$	300
Balance June 30, 2014	$	—		$	145		$	—	$	145

The allowance for credit losses at both ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013 were related to delinquent operating lease receivables. As of June 30, 2014 and December 31, 2013, the Partnership had no financing lease receivables, as its remaining finance lease matured on July 1, 2013.

As of September 30, 2013, the Partnership had no financing lease receivables, as its remaining finance lease matured on July 1, 2013. By comparison, at December 31, 2012, finance lease receivables totaled $197 thousand, all of which were current.

4. Investment in equipment and leases, net:

The Partnership’s investments in equipment and leases consist of the following (in thousands):

	Balance December 31, 2012		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2013
	Balance December 31, 2013		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance June 30, 2014
Net investment in operating leases	$	53,~~284~~162	$	(~~1,954~~48	)	$	(~~271~~68	)	$	3,~~059~~046
Net investment in direct financing leases		197		(65	)		(132	)		—
Assets held for sale or lease, net		2,481		(45	)		—			2,436
Assets held for sale or lease, net		1,284		1,363			(16	)		2,631
Total	$	5,643	$	(93	)	$	(68	)	$	5,482
Total	$	6,765	$	(656	)	$	(419	)	$	5,690

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for lease or sale. The fair value of the assets is determined based on the sum of the discounted estimated future cash flows of the assets. Impairment losses are recorded as an adjustment to the net investment in operating leases. No impairment losses were recorded during the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

The Partnership utilizes a straight line depreciation method ~~over~~for ~~the~~equipment ~~term~~in all of the ~~equipment~~categories ~~lease for equipment on operating leases~~ currently in its portfolio of operating lease transactions. Depreciation expense on the Partnership’s equipment was approximately $6834 thousand and $~~120~~105 thousand for the respective three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, and $~~287~~68 thousand and $~~363~~219 thousand for the respective ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

All of the remaining property subject to leases was acquired in the years 1997 to 1998.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

4. Investment in equipment and leases, net: - (continued)

Operating leases:

Property on operating leases consists of the following (in thousands):

	Balance December 31, 2012			Additions			Reclassifications or Dispositions			Balance September 30, 2013
	Balance December 31, 2013			Additions			Reclassifications or Dispositions			Balance June 30, 2014
Transportation	$	2822,~~689~~757		$	—		$	(~~5,816~~370	)	$	22,~~873~~387
Materials handling		83			—			—			83
Marine vessels		7,400			—			(7,400	)		—
		22,840			—			(370	)		22,470
		36,172			—			(13,216	)		22,956
Less accumulated depreciation		(19,678	)		(68	)		322			(19,424	)
Less accumulated depreciation		(30,888	)		(271	)		11,262			(19,897	)
Total	$	3,162		$	(68	)	$	(48	)	$	3,046
Total	$	5,284		$	(271	)	$	(1,954	)	$	3,059

The average estimated residual value for assets on operating leases was 13% ~~and 14%~~ of the assets’ original cost at ~~September~~both June 30, ~~2013~~2014 and December 31, ~~2012, respectively~~2013. There were no operating leases in non-accrual status at ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013.

The Partnership earns revenues from its marine vessels and certain lease assets based on utilization of such assets or through fixed term leases. Contingent rentals (i.e., short-term, operating charter hire payments) and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of operating lease revenues and totaled $162 thousand and $2515 thousand for the respective three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, and $4612 thousand and $8330 thousand for the respective ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

Direct financing leases:

As of ~~September~~June 30, 2014 and December 31, 2013, the Partnership had no investment in direct financing leases, as its remaining finance lease matured on July 1, 2013. As of December 31, 2012, such investment consisted primarily of various transportation and manufacturing equipment. The components of the Partnership’s investment in direct financing leases as of December 31, 2012 are as follows (in thousands):

	December 31, 2012
Total minimum lease payments receivable	$	165
Estimated residual values of leased equipment (unguaranteed)		65
Investment in direct financing leases		230
Less unearned income		(33	)
Net investment in direct financing leases	$	197

At June 30, 2014, the aggregate amounts of future minimum lease payments are as follows (in thousands):

At September 30, 2013, the aggregate amounts of future minimum lease payments are as follows (in thousands):


	Operating Leases
Six months ending December 31, 2014	$	650
Year ending December 31, 2015		808
2016		514
2017		311
2018		78
	$	2,361

	Operating Leases
Three months ending December 31, 2013	$	344
Year ending December 31, 2014		724
2015		631
2016		337
2017		311
2018		78
	$	2,425

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

The terms of the Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment management and resale and for management of the Partnership.

The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as disposition of equipment. The Partnership will be liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.

Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications services and general administrative services are performed by AFS.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred, subject to limitations as described below.

Incentive management fees are computed as 4.0% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 3.5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2.0% of gross revenues from full payout leases, as defined in the Partnership Agreement.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, AFS and/or affiliates earned fees and ~~commissions, and~~ billed for reimbursements, pursuant to the Partnership Agreement as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	2014		2013		2014		2013
Cost reimbursements to General Partner	$	6049	$	4552	$	~~177~~95	$	~~177~~117
Equipment and incentive management fees to General Partner		2013		3313		5928		9539
	$	8062	$	7865	$	~~236~~123	$	~~272~~156

The Fund’s Limited Partnership Agreement places an annual and cumulative limit for cost reimbursements to AFS and/or its affiliates. Any reimbursable costs incurred by AFS and/or affiliates during the year exceeding the annual and/or cumulative limits cannot be reimbursed in the current year, though such costs may be reimbursable in future years to the extent such amounts may be payable if within the annual and cumulative limits in such future years. The Fund is a finite life and self-liquidating entity, and AFS and its affiliates have no recourse against the Fund for the amount of any unpaid excess reimbursable administrative expenses. The Fund will continue to require administrative services from AFS and its affiliates through the end of its term, and will therefore continue to incur reimbursable administrative expenses in each year. The Fund has determined that payment of any amounts in excess of the annual and cumulative limits is not probable, and the date any portion of such amount may be paid, if ever, is uncertain. When the Fund completes its liquidation stage and terminates, any unpaid amount will expire unpaid, with no claim by AFS or its affiliates against any liquidation proceeds or any party for the unpaid balance. For the year ending December 31, 2014, it is not anticipated that the amount of reimbursable expenses billed to the Fund will exceed either the annual or the cumulative limitations. Such is reflective of the continued diminishing Fund asset base over which reimbursements are calculated.

The Fund is a finite life and self-liquidating entity, and AFS and its affiliates have no recourse against the Fund for the amount of any unpaid excess reimbursable administrative expenses. The Fund will continue to require administrative services from AFS and its affiliates through the end of its term, and will therefore continue to incur reimbursable administrative expenses in each year. For the year ending December 31, 2013, it is not anticipated that the amount of reimbursable expenses billed to the Fund will exceed either the annual or the cumulative limitations. Such is reflective of the continued diminishing Fund asset base over which reimbursements are calculated.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

6. Gain contingencies:

The Partnership’s vessel activity in the Gulf of Mexico was severely impacted by the British Petroleum (“BP”) “Deep Water Horizon” oil spill of 2010 which severely adversely impacted charter activity in the Gulf region. BP established a program to compensate those businesses and individuals suffering economic hardship and loss as a result of the Deep Water Horizon oil spill. The Partnership submitted a claim to the BP program administrator seeking an approximate $2.8 million for loss of revenues during the period of the vessel’s diminished activity commencing at the time of the oil spill and continuing through 2010. The BP claim administrator denied the Partnership’s claim on the basis that the Partnership suffered damages as a result of the President’s moratorium on oil drilling subsequent to the Deep Water Horizon accident. The Partnership believes its claim continues to be of merit, and has opted out of the BP claims fund, and is pursuing a claim in a collective action with other similarly situated plaintiffs. Currently, the amount of any compensation or award from BP is extremely difficult to determine. As such, the potential for compensation or award has not been recorded on the Partnership’s books and records.

ATEL filed a claim on behalf of the Partnership and certain affiliated entities in Federal court in New Orleans for the under-reporting of revenue by a fleet manager of three marine vessels, seeking to recover an approximate amount of 10% of gross proceeds, which in the aggregate for all affiliated entities represents $2.8 million for the years 2005- – 2007 (of which the Partnership’s portion is an approximate $1.4 million). The annual allocable portion of the claim is not considered material to the Partnership in any given year. The trial was concluded during the first week of August 2012. In October 2012, the matter was remitted to the Federal Judge to render a decision on both the law and the facts. The decision of the Court was rendered at the end of June 2013 and the court found in favor of the defendants. The Partnership filed an appeal of the court’s decision and isremains hopeful for a recovery of all or portion of its asserted claims~~, but the outcome of the litigation remains uncertain as of such date~~. As a result of the ruling, the defendants ~~have~~ filed a claim for legal fees and costs, ofhowever, ~~which~~this ~~the~~was ~~Partnership’s~~denied. ~~portion~~Oral ~~would~~arguments ~~amount~~for tothe ~~approximately~~appeal ~~$350~~of ~~thousand,~~the ~~however,~~case ~~this claim remains~~ in ~~dispute~~substance ~~pending~~were ~~the~~heard ~~outcome~~June of2, ~~the appeal~~2014, and aon ~~final~~June ~~award~~6, in2014, ~~favor~~the ofFifth ~~either~~Circuit ~~party~~Appellate ~~remains~~Court ~~uncertain~~rendered atits ~~this~~decision ~~time~~denying the appeal.

7. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The General Partner knows of no facts or circumstances that would make the Partnership’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnership’s similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.

8. Partners’ capital:

As of ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, 14,985,550 Units were issued and outstanding. The Partnership ~~had~~was ~~been~~ authorized to issue up to 15,000,000 Units, in addition to the 50 Units issued to the initial Partners.

The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unitholder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Partnership is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund Units is made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would be at the discretion of the General Partner on terms it determines to be appropriate under given circumstances, in the event that the General Partner deems such repurchase to be in the best interest of the Partnership; provided, the Partnership is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled.

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ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

8. Partners’ capital: - (continued)

~~repurchase to be in the best interest of the Partnership; provided, the Partnership is never required to repurchase any~~ Units. ~~Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units~~ repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the Unitholder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

As defined in the Partnership Agreement, the Partnership’s Net Income, Net Losses, and Distributions are to be allocated 92.5% to the Limited Partners and 7.5% to AFS.

As defined in the Partnership Agreement, ~~available~~Available Cash from Operations shall be distributed as follows:

First, Distributions of Cash from Operations shall be 88.5% to the Limited Partners, 7.5% to AFS and 4% to AFS or its affiliate designated as the recipient of the Incentive Management Fee, until the Limited Partners have received Aggregate Distributions in an amount equal to their Original Invested Capital, as defined, plus a 10% per annum cumulative (compounded daily) return on their Adjusted Invested Capital, as defined in the Partnership Agreement.

Second, 85% to the Limited Partners, 7.5% to AFS and 7.5% to AFS or its affiliate designated as the recipient of the Incentive Management Fee.

As defined in the Partnership Agreement, ~~available~~Available Cash from Sales or Refinancing are to be distributed as follows:

First, Distributions of Sales or Refinancing shall be 92.5% to the Limited Partners and 7.5% to AFS, until the Limited Partners have received Aggregate Distributions in an amount equal to their Original Invested Capital, as defined, plus a 10% per annum cumulative (compounded daily) return on their Adjusted Invested Capital.

Second, 85% to the Limited Partners, 7.5% to AFS and 7.5% to AFS or its affiliate designated as the recipient of the Incentive Management Fee.

There were no distributions declared or paid during the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

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

Statements contained in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (“MD&A”) and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Partnership’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The ~~Partnership~~Fund’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.

Overview

ATEL Capital Equipment Fund VII, L.P. (the “Partnership” or the “Fund”) is a California partnership that was formed in May 1996 for the purpose of engaging in the sale of limited ~~liability~~partnership investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States.

The Partnership conducted a public offering of 15,000,000 Units of Limited Partnership Interest (“Units”), at a price of $10 per Unit. The offering was terminated in November 1998. During early 1999, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

The Partnership may continue until December 31, 2017. However, pursuant to the guidelines of the Limited Partnership Agreement (“Partnership Agreement”), the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2004.

As of ~~September~~June 30, ~~2013~~2014, the Partnership continues in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. Periodic distributions are paid at the discretion of the General Partner.

Results of Operations

The three months ended SeptemberJune 30, 20132014 versus the three months ended SeptemberJune 30, 20122013

The Partnership had net income of $~~3.3~~107 ~~million~~thousand and $~~734~~184 thousand for the three months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. The results for the ~~third~~second quarter of ~~2013~~2014 reflect andecreases ~~increase~~ in total revenues and ~~a decrease in~~ total ~~operating~~ expenses when compared to the prior year period.

Revenues

Total revenues for the ~~third~~second quarter of ~~2013~~2014 ~~increased~~decreased by $~~2.6~~121 ~~million~~thousand, or ~~228~~17%, as compared to the prior year period. The ~~increase~~decrease in total revenues was largely due to a ~~significant~~decline ~~increase~~ in ~~gains~~operating onlease ~~sales~~revenues ofand ~~assets~~a ~~offset,~~loss inrecognized ~~part,~~on bythe asale ~~decrease~~of inlease ~~operating~~assets ~~lease~~during ~~revenues~~the current period.

~~Gain~~The ondecrease ~~sales~~in ofoperating ~~assets~~lease ~~increased~~revenue bytotaled $~~2.9~~78 ~~million~~thousand ~~primarily~~and was mainly due to ~~$2.8~~the ~~million~~impact of ~~gains~~continued ~~realized~~run-off ~~from~~and ~~the~~dispositions ~~sale~~ of ~~137~~lease ~~railcars~~assets ~~subsequent~~and to a ~~lease~~period ~~termination~~over ~~during~~period ~~the~~decline ~~current~~in ~~year~~usage-based ~~quarter~~rental revenue.

In addition, the Company recorded a $19 thousand loss on sales of lease assets as compared to a gain of $14 thousand recognized during the prior year period. The $33 thousand unfavorable variance was largely due to losses associated with the disposition of certain barges and a change in the mix of assets sold.

~~TABLE OF CONTENTS~~14

~~Operating~~TABLE ~~lease~~OF revenue decreased by $312 thousand mainly due to the December 2012 and June 2013 termination of leases relative to the Fund’s marine vessels, lower negotiated rates on certain leases which renewed during the first quarter of 2013, a decrease in usage-based rental income during the current year period, and the impact of continued run-off and dispositions of lease assets. CONTENTS

Expenses

Total ~~operating~~ expenses for the ~~third~~second quarter of ~~2013~~2014 decreased by $944 thousand, or 28%, as compared to the prior year period. The net reduction in expenses was primarily a result of decreases in ~~professional~~the ~~fees,~~provision ~~depreciation~~for ~~expense~~credit losses and ~~railcar~~depreciation ~~maintenance~~expense ~~costs~~partially offset, ~~in part,~~ by increases in ~~the~~railcar ~~provision~~and ~~for~~equipment ~~credit~~maintenance ~~losses~~costs, and in ~~insurance~~franchise ~~costs~~fees and state taxes.

The decrease in ~~professional~~the ~~fees~~provision for credit losses totaled $9783 thousand and was largely ~~attributable~~due to ~~legal~~a ~~fees~~period ~~incurred~~over ~~during~~period ~~the~~decrease ~~prior~~in ~~year~~reserves ~~period.~~relative ~~Such~~to ~~legal~~certain ~~fees~~receivables ~~were~~that ~~associated~~have ~~with~~been ~~the~~delinquent ~~Fund’s~~more ~~claim~~than ~~against~~90 ~~its~~days, ~~former~~and ~~marine~~an ~~vessel~~increase ~~management~~in ~~company~~collection ~~due~~of toaccounts anreceivable ~~alleged~~amounts ~~under-reporting~~previously ~~of revenue~~reserved. Depreciation expense ~~decreased~~declined by $5271 thousand primarily due to lease asset sales and continued run-off of the lease portfolio~~; and, railcar maintenance costs decreased by $33 thousand primarily as a result of the continued decrease in the number of railcars owned by the Partnership, consistent with a fund in liquidation~~.

Partially offsetting the aforementioned decreases in expenses ~~were~~was ~~increases~~a in$70 ~~the~~thousand ~~provision~~increase ~~for~~in ~~credit~~railcar ~~losses~~ and ~~insurance~~equipment maintenance costs, ~~totaling $127 thousand~~ and a $4130 thousand, ~~respectively. The~~ increase in ~~the~~franchise ~~provision~~fees ~~for~~and ~~credit~~state ~~losses~~taxes. ~~was~~The ~~primarily~~increase ~~a result of a period over period decline~~ in ~~collection~~railcar ofand ~~accounts~~equipment ~~receivable~~maintenance ~~amounts previously reserved. Insurance~~ costs ~~increased as the responsibility for insurance coverage on the marine vessels~~ was ~~assumed~~primarily byattributable ~~the Fund with the termination of both vessel charters. Prior~~ to the ~~termination~~aging of the ~~leases,~~Fund’s ~~all~~railcar ~~operating~~inventory ~~expenses~~and ~~were~~incremental ~~assumed~~wear byand ~~the~~tear. ~~lessee~~The ~~under~~increase ain ~~“bareboat charter”~~franchise ~~provision~~fees ~~which transferred possession~~ and ~~full~~state ~~control~~taxes ofwas ~~the~~attributable ~~vessels (but not title), including all legal and financial responsibility,~~ to ~~the~~a ~~lessee.~~higher ~~Under~~estimated ~~this~~tax ~~type~~liability ofbased ~~arrangement,~~on ~~the~~anticipated ~~lessee~~activity ~~pays~~ for ~~all~~the ~~maintenance~~current ~~and operating expenses, including fuel, crew, port expenses and all required insurance coverage~~year.

The ninesix months ended SeptemberJune 30, 20132014 versus the ninesix months ended SeptemberJune 30, 20122013

The Partnership had net income of $~~3.6~~288 ~~million~~thousand and $~~1.7~~318 ~~million~~thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013, respectively. The results for the ~~nine~~first ~~months~~half of ~~2013~~2014 reflect andecreases ~~increase~~ in both total revenues and ~~a reduction in~~ total operating expenses when compared to the prior year period.

Revenues

Total revenues for the first ~~nine~~half ~~months~~ of ~~2013~~2014 ~~increased~~decreased by $~~1.7~~268 ~~million~~thousand, or 4918%, as compared to the prior year period. The ~~increase~~net decline in total revenues was amostly ~~result~~attributable ofto adecreases ~~significant increase~~ in ~~gains~~operating onlease ~~sales~~and ofdirect ~~assets~~financing ~~partially offset by a reduction in operating~~ lease revenues.

~~Gain~~The onreduction ~~sales~~in ofoperating ~~assets~~lease ~~increased~~revenues bytotaled $~~2.8~~228 ~~million~~thousand ~~primarily~~and was mainly due to ~~$2.8~~the ~~million~~termination of ~~gains~~a ~~realized~~charter ~~from~~relative to one of the ~~sale~~Fund’s marine vessels during the second quarter of ~~137~~2013, ~~railcars~~the ~~subsequent~~impact toof continued run-off and dispositions of lease assets, and a reduction in usage-based rental income. Direct financing lease ~~termination~~revenues ~~during~~decreased ~~the~~by ~~current~~$33 ~~year~~thousand ~~period~~primarily due to run-off of the portfolio.

Operating lease revenues decreased by $990 thousand mainly due to the December 2012 and June 2013 termination of leases relative to the Fund’s marine vessels, lower negotiated rates on certain leases which renewed during the first quarter of 2013, a reduction in usage-based rental income, and the impact of continued run-off and dispositions of lease assets. Expenses

~~Expenses~~Total expenses for the first half of 2014 decreased by $238 thousand, or 20%, as compared to the prior year period. The net reduction in expenses was primarily a result of decreases in the provision for credit losses, depreciation expense, and marine vessel maintenance and other operating costs. Such decreases in expenses were partially offset by increases in railcar and equipment maintenance costs, franchise fees and state taxes, and in professional fees.

~~Total~~The ~~operating~~decrease ~~expenses~~in ~~for~~ the ~~first~~provision ~~nine~~for ~~months~~credit oflosses ~~2013~~totaled ~~decreased by~~ $~~212~~199 thousand, orand ~~12%,~~was aslargely ~~compared~~due to ~~the~~a ~~prior~~period ~~year~~over period. ~~The~~decrease ~~net~~in ~~decline~~reserves inrelative ~~expenses~~to ~~was~~certain ~~mainly~~receivables ~~due~~that tohave ~~decreases~~been delinquent more than 90 days coupled with an increase in ~~professional~~collection ~~fees,~~of ~~railcar~~accounts ~~and~~receivable ~~equipment~~amounts ~~maintenance~~previously ~~costs,~~reserved. ~~depreciation~~Depreciation expense ~~and~~declined ~~other~~by ~~management~~$151 ~~fees.~~thousand ~~Such~~primarily ~~decreases~~due into ~~expenses~~lease ~~were~~asset ~~partially~~sales ~~offset~~and bycontinued ~~increases~~run-off inof ~~insurance~~the ~~costs~~lease portfolio; and, marine vessel maintenance and other operating costs, ~~and~~decreased ~~the~~by ~~provision~~$61 ~~for~~thousand ~~credit~~due ~~losses~~to prior year period costs incurred to repair vessel propellers.

~~The~~Partially ~~decrease~~offsetting the aforementioned decreases in expenses were increases in railcar and equipment maintenance costs, franchise fees and state taxes, and in professional fees ~~totaled~~totaling $~~163~~134 thousand, $41 thousand and ~~was~~$39 ~~largely~~thousand, ~~attributable~~respectively. toThe ~~legal~~increase ~~fees~~in ~~incurred~~railcar ~~during~~and ~~the~~equipment ~~prior~~maintenance ~~year~~costs ~~period.~~was ~~Such~~primarily ~~legal~~attributable ~~fees~~to ~~were~~the ~~associated~~aging ~~with~~of the Fund’s ~~claim~~railcar ~~against~~inventory ~~its~~and ~~former~~incremental ~~marine~~wear ~~vessel~~and ~~management~~tear. ~~company~~Franchise fees and state taxes increased due to ana ~~alleged~~higher ~~under-reporting~~estimated tax liability based on anticipated activity for the current year; and, professional fees was higher as a result of ~~revenue.~~the ~~Railcar~~increase ~~maintenance~~in ~~costs~~allocated audit fees.

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decreased by $158 thousand as the prior year period amount included maintenance and refurbishment costs related to inventoried railcars that have mostly been re-leased during 2012. Maintenance costs further declined as a result of the continued decrease in the number of railcars owned by the Partnership.

Moreover, depreciation expense decreased by $76 thousand primarily due to lease asset sales and continued run-off of the lease portfolio; and, other management fees declined by $49 thousand due to the termination of the marine vessels’ charters formerly managed by a third party manager.

Partially offsetting the aforementioned decreases in expenses were increases in insurance costs, marine vessel maintenance and other operating costs and the provision for credit losses totaling $82 thousand, $61 thousand and $60 thousand, respectively. Insurance costs increased as the responsibility for insurance coverage on the marine vessels was assumed by the Fund with the termination of the marine vessel charters as previously discussed. Likewise, marine vessel maintenance and other operating costs increased largely due to costs incurred to repair vessel propellers during the current year period. The responsibility for such vessel maintenance and other operating expenses was assumed by the Fund on its marine vessels upon the termination of both vessels’ charters. Finally, the provision for credit losses increased as a result of a period over period increase in delinquent accounts receivable.

Capital Resources and Liquidity

At ~~September~~June 30, ~~2013~~2014 and December 31, ~~2012~~2013, the Partnership’s cash and cash equivalents totaled $52.50 million and $~~686~~1.7 ~~thousand~~million, respectively. The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds from lease asset sales exceed expenses and decreasing as distributions are made to the partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source of liquidity for the Partnership has been its cash flow from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnership’s success in remarketing or selling the equipment as it comes off -rental.

If inflation in the general economy becomes significant, it may affect the Partnership in as much as the residual (resale) values and rates on re-leases of the Partnership’s leased assets may increase as the costs of similar assets increase. However, the Partnership’s revenues from existing leases would not increase; as such rates are generally fixed for the terms of the leases without adjustment for inflation. In addition, if interest rates increase significantly under such circumstances, the lease rates that the Partnership can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates.

The Partnership currently believes it has adequate reserves available to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.

Cash Flows

The following table sets forth summary cash flow data (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	2014		2013		2014		2013
Net cash provided by:
Operating activities	$	~~573~~63	$	~~752~~320	$	~~1,103~~151	$	~~1,503~~530
Investing activities		~~3,518~~47		6488		~~3,735~~138		~~364~~217
Financing activities		—		—		—		—
Net increase in cash and cash equivalents	$	~~4,091~~110	$	~~816~~408	$	~~4,838~~289	$	~~1,867~~747

16The three months ended June 30, 2014 versus the three months ended June 30, 2013

~~TABLE~~During OFthe ~~CONTENTS~~three months ended June 30, 2014 and 2013, the Partnership’s primary source of liquidity had been cash flows from its portfolio of operating lease contracts. During the prior year period, liquidity was derived from cash flows from both the Partnership’s portfolio of operating lease contracts and its direct financing leases. In addition, the Fund realized $47 thousand and $23 thousand of proceeds from sales of equipment during the respective three months ended June 30, 2014 and 2013.

~~The~~During ~~three~~the ~~months~~same ~~ended~~comparative ~~September~~periods, 30cash was primarily used to pay invoices related to General Partner fees and expenses, ~~2013~~and ~~versus~~other payables. As the ~~three~~Fund ~~months~~is ~~ended~~in ~~September~~its 30liquidation phase, ~~2012~~any future financing activity is anticipated to only include distributions to Partners.

DuringThe thesix three months ended SeptemberJune 30, 2013,2014 theversus Partnership’s primary source of liquidity had been cash flows from its portfolio of operating lease contracts. During the priorsix year period, liquidity was derived from cash flows from both the Partnership’s portfolio of operating lease contracts and its direct financing leases. In addition, the Fund realized $3.5 million and $14 thousand of proceeds from sales of equipment during the respective three months ended SeptemberJune 30, 2013 and 2012.

During the ~~same~~six ~~comparative~~months ~~periods~~ended June 30, 2014 and 2013, the Partnership’s primary source of liquidity had been cash ~~was~~flows ~~primarily~~from ~~used~~its toportfolio ~~pay~~of ~~invoices~~operating ~~related~~lease tocontracts. ~~General~~During ~~Partner~~the ~~fees~~prior ~~and~~year ~~expenses~~period, liquidity was derived from cash flows from both the Partnership’s portfolio of operating lease contracts and ~~other~~its ~~payables~~direct financing leases. AsIn addition, the Fund isrealized in$138 ~~its~~thousand ~~liquidation~~and ~~phase,~~$85 ~~any~~thousand ~~future~~of ~~financing~~proceeds ~~activity~~from issales ~~anticipated~~of toequipment ~~only~~during ~~include~~the ~~distributions~~respective tosix ~~Partners~~months ended June 30, 2014 and 2013.

~~The~~During ~~nine~~the ~~months~~same ~~ended~~comparative ~~September 30~~periods, ~~2013~~cash ~~versus~~was ~~the~~primarily ~~nine~~used ~~months~~to ~~ended~~pay ~~September~~invoices 30related to General Partner fees and expenses, ~~2012~~and other payables.

During the nine months ended September 30, 2013 and 2012, the Partnership’s primary source of liquidity had been its cash flows from its portfolio of operating lease contracts and direct financing leases. In addition, the Fund realized $3.6 million and $224 thousand of proceeds from sales of equipment during the respective nine months ended September 30, 2013 and 2012. 16

~~During~~TABLE ~~the~~OF ~~same comparative periods, cash was primarily used to pay invoices related to General Partner fees and expenses, and other payables.~~ CONTENTS

Distributions

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1997. During its liquidation phase, the rates and frequency of periodic distributions paid by the Fund are solely at the discretion of the General Partner. There were no distributions declared or paid during the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and contingencies

At ~~September~~June 30, ~~2013~~2014, the Partnership had no commitments to purchase lease assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new lease assets.

Gain Contingencies

ATEL filed a claim on behalf of the Partnership and certain affiliated entities in Federal court in New Orleans for the under-reporting of revenue by a fleet manager of three marine vessels, seeking to recover an approximate amount of 10% of gross proceeds, which in the aggregate for all affiliated entities represents $2.8 million for the years 2005- – 2007 (of which the Partnership’s portion is an approximate $1.4 million). The annual allocable portion of the claim is not considered material to the Partnership in any given year. The trial was concluded during the first week of August 2012. In October 2012, the matter was remitted to the Federal Judge to render a decision on both the law and the facts. The decision of the Court was rendered at the end of June 2013 and the court found in favor of the defendants. The Partnership filed an appeal of the court’s decision and is hopeful for a recovery of all or portion of its asserted claims. As a result of the ruling, ~~but~~the defendants filed a claim for legal fees and costs, however, this was denied. Oral arguments for the ~~outcome~~appeal of the ~~litigation~~case in substance were heard June 2, 2014, and on June 6, 2014, the Fifth Circuit Appellate Court rendered its decision denying the appeal.

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remains uncertain as of such date. As a result of the ruling, the defendants have filed a claim for legal fees and costs, of which the Partnership’s portion would amount to approximately $350 thousand, however, this claim remains in dispute pending the outcome of the appeal, and a final award in favor of either party remains uncertain at this time.

Off-Balance Sheet Transactions

None.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Partnership evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions.

The Partnership’s critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, ~~2012~~2013. There have been no material changes to the Partnership’s critical accounting policies since December 31, ~~2012~~2013.

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Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

The Partnership’s General Partner’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Partnership’s disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, which is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended ~~September~~June 30, ~~2013~~2014 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership’s financial position or results of operations. No material legal proceedings are currently pending against the Partnership or against any of its assets.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Documents filed as a part of this report:

Financial Statement Schedules

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.

Other Exhibits


31.1		Rule 13a-14(a)/15d-14(a) Certification of Dean L. Cash
31.2		Rule 13a-14(a)/15d-14(a) Certification of Paritosh K. Choksi
32.1		Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash
32.2		Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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SIGNATURES

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

Date: ~~November~~August 13, ~~2013~~2014

ATEL CAPITAL EQUIPMENT FUND VII, L.P.
(Registrant)

By:ATEL Financial Services, LLC General Partner of Registrant By: /s/ Dean L. CashDean L. Cash President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner) By: /s/ Paritosh K. ChoksiParitosh K. Choksi Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner) By: /s/ Samuel ~~Schussler~~SchusslerSamuel ~~Samuel~~ Schussler Vice President and Chief Accounting Officer ofofATEL ~~ATEL~~ Financial Services, LLC (General Partner)

Form 10-Q

For the quarterly period ended September 30, 2013

For the transition period from to

Commission File number 000-24175

ATEL Capital Equipment Fund VII, L.P.

DOCUMENTS INCORPORATED BY REFERENCE

ATEL CAPITAL EQUIPMENT FUND VII, L.P. Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

BALANCE SHEETS

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF INCOME

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

STATEMENTS OF CASH FLOWS

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and Limited Partnership matters:

2. Summary of significant accounting policies:

Basis of presentation:

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

2. Summary of significant accounting policies: - (continued)

Use of estimates:

Segment reporting:

Per Unit data:

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

2. Summary of significant accounting policies: - (continued)

Recent accounting pronouncements:

3. Allowance for credit losses:

4. Investment in equipment and leases, net:

Impairment of investments in leases and assets held for sale or lease:

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

4. Investment in equipment and leases, net: - (continued)

Operating leases:

Direct financing leases:

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

5. Related party transactions:

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

6. Gain contingencies:

7. Guarantees:

8. Partners’ capital:

ATEL CAPITAL EQUIPMENT FUND VII, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

8. Partners’ capital: - (continued)

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

Overview

Results of Operations

The three months ended SeptemberJune 30, 20132014 versus the three months ended SeptemberJune 30, 20122013

Revenues

Expenses

The ninesix months ended SeptemberJune 30, 20132014 versus the ninesix months ended SeptemberJune 30, 20122013

Revenues

Capital Resources and Liquidity

Cash Flows

16The three months ended June 30, 2014 versus the three months ended June 30, 2013

Distributions

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and contingencies

Off-Balance Sheet Transactions

Critical Accounting Policies and Estimates

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Changes in internal control

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

Item 4. Mine Safety Disclosures.

Item 5. Other Information.

Item 6. Exhibits.

SIGNATURES

ATEL CAPITAL EQUIPMENT FUND VII, L.P. (Registrant)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

Index

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CAPITAL EQUIPMENT FUND VII, L.P.
(Registrant)

Filing Compare · ATEL CAPITAL EQUIPMENT FUND VII LP