UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-156357

COMMONWEALTH INCOME & GROWTH FUND VII, LP

(Exact name of registrant as specified in its charter)

Pennsylvania		26-3733264
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4532 US Highway 19

Suite 200

New Port Richey, FL 34652(Address, including zip code, of principal executive offices)

(800) 249-3700

(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (i) 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, and (ii) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

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 ☒ No ☐

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. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company.)		Emerging growth company	☐

Indicate by check mark whether the registrant is an emerging growth company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

FORM 10-Q

MARCH 31, 2023

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II
Item 1.	Commitments and Contingencies	22
Item 2.	Legal Proceedings	22
Item 2A.	Risk Factors
Item 3.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 4.	Defaults Upon Senior Securities	22
Item 5.	Mine Safety Disclosures	22
Item 6.	Other Information	22
Item 7.	Exhibits	23

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Part I. FINANCIAL INFORMATION
Item 1. Financial Statements

Commonwealth Income & Growth Fund VII
Condensed Balance Sheets (unaudited)

	March 31,			December 31,
	2023			2022
ASSETS
Cash and cash equivalents	$	-		$	-
Lease income receivable, net of reserve of approximately $318,000 at March 31, 2023 and December 31, 2022		414,547			396,829
Accounts receivable, Commonwealth Capital Corp, net of accounts payable of approximately $354,000 and $319,000 at March 31, 2023 and December 31, 2022, respectively		1,226,319			1,145,764
Other receivables, net of reserve of approximately $305,000 at March 31, 2023 and December 31, 2022, respectively		3,245			8,144
Prepaid expenses		3,105			5,550
		1,647,216			1,556,287

Net investment in finance leases		21,876			24,604

Investment in COF 2		348,822			366,539

Equipment, at cost		12,549,702			12,796,472
Accumulated depreciation		(11,750,676	)		(11,928,245	)
		799,026			868,227

Equipment acquisition costs and deferred expenses, net of accumulated amortization of approximately $5,000 and $20,000 at March 31, 2023 and December 31, 2022, respectively		31,327			35,743
Total Assets	$	2,848,268		$	2,851,401

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Accounts payable	$	133,096		$	148,584
Accounts payable, CIGF, Inc.		844,489			720,835
Unearned lease income		67,786			48,796
Notes payable		359,066			408,073
Total Liabilities		1,404,437			1,326,287

COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL

General Partner		1,050			1,050
Limited Partners		1,442,781			1,524,064
Total Partners' Capital		1,443,831			1,525,114
Total Liabilities and Partners' Capital	$	2,848,268		$	2,851,401

The accompanying notes are an integral part of these financial statements

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Commonwealth Income & Growth Fund VII
Condensed Statements of Operations
(unaudited)

	Three Months Ended March 31,
	2023			2022
Revenue
Lease	$	127,496		$	198,987
Interest and other		21,421			4,241
Sales and property taxes		4,140			11,822
Gain on sale of equipment		14,163			3,936
Total revenue and gain on sale of equipment		167,220			218,986

Expenses
Operating, excluding depreciation and amortization		134,231			77,623
Equipment management fee, General Partner		12,575			10,010
Interest		6,225			1,276
Depreciation		69,200			101,065
Amortization of equipment acquisition costs and deferred expenses		4,415			1,477
Sales and property taxes		4,140			11,822
Total expenses		230,786			203,273

Other Loss
Loss on investment in COF 2		(17,717	)		(23,391	)
Total other loss		(17,717	)		(23,391	)

Net Loss	$	(81,283	)	$	(7,678	)

Net loss allocated to Limited Partners	$	(81,283	)	$	(7,678	)

Net loss per equivalent Limited Partnership unit	$	(0.05	)	$	(0.01	)
Weighted average number of equivalent limited
partnership units outstanding during the year		1,528,035			1,529,785

The accompanying notes are an integral part of these financial statements

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Commonwealth Income & Growth Fund VII

Condensed Statement of Partners' Capital

For the three months ended March 31, 2023 and 2022

(unaudited)

General

Limited

Partner

General

Limited

Units

Partner

Partners

Total

Balance, January 1, 2023

1,528,035

1,050

1,524,064

1,525,114

Net loss

(81,283

)

(81,283

)

Balance, March 31, 2023

1,528,035

1,050

1,442,781

1,443,831

General

Limited

Partner

General

Limited

Units

Partner

Partners

Total

Balance, January 1, 2022

1,529,785

1,050

1,768,362

1,769,412

Net loss

(7,678

)

(7,678

)

Balance, March 31, 2022

1,529,785

1,050

1,760,684

1,761,734

The accompanying notes are an integral part of these financial statements

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Commonwealth Income & Growth Fund VII
Condensed Statements of Cash Flows
(unaudited)

	Three Months Ended March 31,
	2023			2022

Net cash (used in) provided by operating activities	$	(14,163	)	$	158,976

Cash flows from investing activities
Capital expenditures		-			(166,380	)
Net proceeds from the sale of equipment		14,163			2,980
Net cash provided by (used in) investing activities		14,163			(163,400	)

Cash flows from financing activities
Redemptions		-			-
Net cash used in financing activities		-			-

Net decrease in cash and cash equivalents		-			(4,424	)

Cash and cash equivalents beginning of period		-			4,424

Cash and cash equivalents end of period	$	-		$	-

The accompanying notes are an integral part of these financial statements

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NOTES TO CONDENSED FINANCIAL STATEMENTS

1. Business

Commonwealth Income & Growth Fund VII, LP (the “Partnership”) is a limited partnership organized in the Commonwealth of Pennsylvania on November 14, 2008. The Partnership offered for sale up to 2,500,000 units of limited partnership interest at the purchase price of $20 per unit (the “offering”). The Partnership reached the minimum amount in escrow and commenced operations on March 31, 2010. The offering terminated on November 22, 2011 with 1,572,900 units sold for a total of approximately $31,432,000 in limited partner contributions.

The Partnership uses the proceeds of the offering to acquire, own and lease various types of computer information technology equipment and other similar capital equipment, which is leased primarily to U.S. corporations and institutions. Commonwealth Capital Corp. (“CCC”), on behalf of the Partnership and other affiliated partnerships, acquires computer equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.

The Partnership’s general partner is Commonwealth Income & Growth Fund, Inc. (the “General Partner”), a Pennsylvania corporation which is an indirect wholly-owned subsidiary of CCC. CCC is a member of the Institute for Portfolio Alternatives (“IPA”) and the Equipment Leasing and Finance Association (“ELFA”). Approximately ten years after the commencement of operations, the Partnership intends to sell or otherwise dispose of all of its equipment, make final distributions to partners, and to dissolve. Unless sooner terminated or extended pursuant to the terms of its Limited Partnership Agreement (the “Agreement”), the Partnership will continue until December 31, 2026.

2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Financial information as of December 31, 2022 has been derived from the audited financial statements of the Partnership, but does not include all disclosures required by generally accepted accounting principles to be included in audited financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated, have been included. Operating results for the three months ended March 31, 2023 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2023.

Equity Method Investment

The Partnership accounts for its investment in Commonwealth Opportunity Fund 2 (“COF2”) under the equity method in accordance with Accounting Standards Codification (“ASC”) 323. Under the equity method, the Partnership records its proportionate share of COF 2’s net income (loss). Capital contributions to, distributions from and net income (loss) of COF2 are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of distributions and allocation formulas, if any, as described in such governing documents.

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Disclosure of Fair Value of Financial Instruments

Estimated fair value was determined by management using available market information and appropriate valuation methodologies. However, judgment was necessary to interpret market data and develop estimated fair value. Receivables, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of March 31, 2023 and December 31, 2022 due to the short-term nature of these financial instruments.

The Partnership’s long-term debt consists of notes payable, which are secured by specific equipment and are nonrecourse liabilities of the Partnership. The estimated fair value of this debt at March 31, 2023 and December 31, 2022 approximates the carrying value of these instruments, due to the interest rates on the debt approximating current market interest rates. The Partnership classifies the fair value of its notes payable within Level 2 of the valuation hierarchy based on the observable inputs used to estimate fair value.

Cash and cash equivalents

The Partnership considers cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.

At March 31, 2023, cash and cash equivalents was held in one bank account maintained at one financial institution with an aggregate balance of approximately $200. Bank accounts are federally insured up to $250,000 by the FDIC. At March 31, 2023, the total cash bank balance was as follows:

*At March 31, 2023*	*Balance*
Total bank balance	$	200
FDIC insured		(200	)
Uninsured amount	$	-

The Partnership believes it mitigates the risk of holding uninsured deposits by only depositing funds with major financial institutions. The Partnership has not experienced any losses in its accounts, and believes it is not exposed to any significant credit risk. The amount in its accounts will fluctuate throughout 2023 due to many factors, including cash receipts, equipment acquisitions, interest rates and distributions to limited partners.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This standard establishes an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which is intended to result in a timelier recognition of losses. Under the CECL model, entities will estimate credit losses over the entire contractual term of the instrument (considering estimated prepayments, but not expected extensions or modifications) from the date of initial recognition of the financial instrument. Measurement of expected credit losses are to be based on relevant forecasts that affect collectability. The scope of financial assets within the CECL methodology is broad and includes trade receivables from certain revenue transactions and certain off-balance sheet credit exposures. Different components of the guidance require modified retrospective or prospective adoption.

In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard. Instead, entities would need to apply other U.S. GAAP, namely Topic 842 (Leases), to account for changes in the collectability assessment for operating leases. Other than operating lease receivables, Partnership trade receivables include receivables from finance leases and equipment sales. Under Topic 606 (Revenue from Contracts with Customers), revenue is recognized when, among other criteria, it is probable that the entity will collect the consideration to which it is entitled for goods or services transferred to a customer. At the point that finance lease receivables are recorded, they become subject to the CECL model and estimates of expected credit losses over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. Trade receivables derived from equipment sales are of short duration and there is not a material difference between incurred losses and expected losses.

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In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which amends and clarifies several provisions of Topic 326. In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief, which amends Topic 326 to allow the fair value option to be elected for certain financial instruments upon adoption. ASU 2019-10 extended the effective date of ASU 2016-13 until fiscal year beginning after December 15, 2022.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments – Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures. The amendments in this Update eliminate the accounting guidance for (Troubled Debt Restructurings (TDRs) by creditors in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. For public business entities, the amendments in this Update require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. For entities that have adopted the amendments in Update 2016-13, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in Update 2016-13, the effective dates for the amendments in this Update are the same as the effective dates in Update 2016-13. The Partnership adopted this new guidance, including the subsequent updates to Topic 326 on January 1, 2023 and the adoption did not have a material impact to its financial statement upon adoption. For the three months ended March 31, 2023, the Partnership’s finance lease revenue subject to CECL represented less than 1% of total lease revenue.

3. Information Technology, Medical Technology, Telecommunications Technology, Inventory Management and Other Business-Essential Capital Equipment (“Equipment”)

The Partnership is the lessor of equipment under operating leases with periods that generally will range from 12 to 48 months. In general, associated costs such as repairs and maintenance, insurance and property taxes are paid by the lessee.

CCC, on behalf of the Partnership and on behalf of other affiliated companies and partnerships (“partnerships”), acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various companies based on certain risk factors.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at March 31, 2023 was approximately $10,527,000 and is included in the Partnership’s equipment on its balance sheet. The Partnership’s share of the outstanding debt associated with this equipment at March 31, 2023 was approximately $94,000 and is included in the Partnership’s notes payable on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at March 31, 2023 was approximately $24,408,000. The total outstanding debt related to the equipment shared by the Partnership at March 31, 2023 was approximately $236,000.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, 2022 was approximately $10,527,000 and is included in the Partnership’s equipment on its balance sheet. The Partnership’s share of the outstanding debt associated with this equipment at December 31, 2022 was approximately $129,000 and is included in the Partnership’s notes payable on its balance sheet. The total cost of the equipment shared by the Partnership with other partnerships at December 31, 2022 was approximately $24,408,000. The total outstanding debt related to the equipment shared by the Partnership at December 31, 2022 was approximately $346,000.

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As the Partnership and the other programs managed by the General Partner increase their overall portfolio size, opportunities for shared participation are expected to continue. Sharing in the acquisition of a lease portfolio gives the fund an opportunity to acquire additional assets and revenue streams, while allowing the fund to remain diversified and reducing its overall risk with respect to one portfolio. As additional investment opportunities arise during 2023, the Partnership expects total shared equipment and related debt to trend higher as the Partnership builds its portfolio.

The following is a schedule of approximate future minimum rentals on operating leases:

*Periods Ended December 31,*	Amount
Nine months ended December 31, 2023		195,000
Year Ended December 31, 2024		209,000
Year Ended December 31, 2025		115,000
Year Ended December 31, 2026		59,000
Year Ended December 31, 2027		54,000
	$	632,000

Finance Leases:

The following lists the components of the net investment in finance leases:

*At March 31,*	March 31, 2023		December 31, 2022
Carrying value of lease receivable	$	19,000	$	22,000
Estimated residual value of leased equipment (unguaranteed)		2,500		2,000
Initial direct costs - finance leases		-		-
Net investment in finance leases	$	21,500	$	24,000

The Partnership assesses credit risk for all of its customers, including those that lease under finance leases. This credit risk is assessed using an internally developed model which incorporates credit scores from third party providers and the Partnership’s own customer risk ratings and is periodically reviewed. The Partnership’s internal ratings are weighted based on the industry that the customer operates in. Factors taken into consideration when assessing risk, includes both general and industry specific qualitative and quantitative metrics. The Partnership separately takes in to consideration payment history, open lawsuits, liens and judgments. Typically, the Partnership will not extend credit to a company that has been in business for less than 5 years or that has filed for bankruptcy within the same period. The Partnership’s internally based model may classify a company as high risk based on its analysis of their audited financial statements and their payment history. Additional considerations of high risk may include history of late payments, open lawsuits and liens or judgments. In an effort to mitigate risk, the Partnership typically requires deposits from those in this category.

A reserve for credit losses is deemed necessary when payment has not been received for one or more months of receivables due on the equipment held under finance leases. At the end of each period, management evaluates the open receivables due on this equipment and determines the need for a reserve based on payment history and any current factors that would have an impact on payments.

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The following table presents the credit risk profile, by creditworthiness category, of our finance lease receivables at March 31, 2023:

*Risk Level*	*Percent of Total*
Low	-		%
Moderate-Low	-		%
Moderate	-		%
Moderate-High		100	%
High	-		%
Net finance lease receivable		100	%

As of March 31, 2023 and December 31, 2022, the Partnership determined that it did not have a need for an allowance for uncollectible accounts associated with any of its finance leases, as the customer payment histories with the Partnership, associated with these leases, has been positive.

CCC, on behalf of the Partnership and on behalf of other affiliated companies and partnerships, acquires equipment subject to associated debt obligations and lease agreements and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.

The following is a schedule of future minimum rentals on non-cancelable finance leases at March 31, 2023:

*Periods Ended December 31,*	Amount
Nine months ended December 31, 2023		9,000
Year ended December 31, 2024		11,000
	$	20,000

4. Investment in COF 2

On August 13, 2015, the Partnership purchased 1,648 units for $1,500,000, of COF 2, an affiliate fund of the General Partner. In accordance with the Partnership Agreement, the Partnership is permitted to invest in equipment programs formed by the General Partner or its affiliates. COF 2 is an affiliate program that broke escrow on August 13, 2015. The General Partner believes this action is in the best interests of all the programs. The Partnership accounts for its investment in COF 2 under the equity method in accordance with ASC 323. The Partnership’s net investment in COF 2 at March 31, 2023 and December 31, 2022 was approximately $349,000 and $367,000, respectively (see COF 2 Financial Summary below). During the three months ended March 31, 2023, COF 2 did not declare any distribution to the Partnership.

	March 31,			December 31,
COF 2 Summarized Financial Information	2023			2022
Assets	$	1,689,000		$	1,693,000
Liabilities	$	778,000		$	730,000
Partners' capital	$	911,000		$	963,000
Revenue	$	118,000		$	526,000
Expenses	$	170,000		$	926,000
Net loss	$	(52,000	)	$	(400,000	)

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5. Related Party Transactions

Receivables/Payables

As of March 31, 2023 and December 31, 2022, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing.

*Three months ended March 31,*	*2023*		2022
Reimbursable Expenses
The General Partner and its affiliates are entitled to reimbursement by the Partnership for the cost of goods, supplies or services obtained and used by the General Partner in connection with the administration and operation of the Partnership from third parties unaffiliated with the General Partner. In addition, the General Partner and its affiliates are entitled to reimbursement of certain expenses incurred by the General Partner and its affiliates in connection with the administration and operation of the Partnership. For the three months ended March 31, 2023 and 2022, the Partnership was charged approximately $81,000 and $44,000 in other LP expense, respectively.	$	113,000	$	75,000
Equipment Acquisition Fee
The General Partner earned an equipment acquisition fee of 4% of the purchase price of each item of equipment purchased as compensation for the negotiation of the acquisition of the equipment and lease thereof or sale under a conditional sales contract. For the three months ended March 31, 2023 and 2022, the General Partner earned acquisition fees from operating and finance leases of approximately $0 and $0, respectively.	$	-	$	-
Debt Placement Fee
As compensation for arranging term debt to finance our acquisition of equipment, the Partnership will pay the General Partner a fee equal to one percent of such indebtedness; provided, however, that such fee shall be reduced to the extent the Partnership incurs such fees to third parties unaffiliated with the General Partner or the lender with respect to such indebtedness. No such fee will be paid with respect to borrowings from the General Partner or its affiliates. The amount the Partnership borrows, and therefore the amount of the fee, will depend upon interest rates at the time of a loan, and the amount of leverage the Partnership determines is appropriate at the time. Fees will increase as the amount of leverage increases, and as turnover in the portfolio increases and additional equipment is purchased using leverage.	$	-	$	-
Equipment Management Fee
The Partnership pays our General Partner a monthly fee equal to the lesser of (a) the fees which would be charged by an independent third party in the same geographic market for similar services and equipment or (b) the sum of (i) two percent of gross lease revenues attributable to equipment subject to full payout net leases which contain net lease provisions and (ii) five percent of the gross lease revenues attributable to equipment subject to operating leases. The General Partner, based on its experience in the equipment leasing industry and current dealings with others in the industry, will use its business judgment to determine if a given fee is competitive, reasonable and customary. The amount of the fee will depend upon the amount of equipment managed. Reductions in market rates for similar services would also reduce the amount of this fee.	$	13,000	$	10,000
Equipment Liquidation Fee
Also referred to as a "resale fee." With respect to each item of equipment sold by the General Partner, the Partnership will pay a fee equal to the lesser of (i) 50% of the competitive equipment sale commission or (ii) three percent of the sales price of the equipment. The payment of this fee is subordinated to the receipt by the limited partners of (i) a return of their capital contributions and a 10% per annum cumulative return, compounded daily, on adjusted capital contributions and (ii) the net disposition proceeds from such sale in accordance with the partnership agreement. The General Partner, based on its experience in the equipment leasing industry and current dealings with others in the industry, uses its business judgment to determine if a given sales commission is competitive, reasonable and customary. Such fee will be reduced to the extent any liquidation or resale fees are paid to unaffiliated parties. The amount of such fees will depend upon the sale price of equipment sold. Sale prices will vary depending upon the type, age and condition of equipment sold. The shorter the terms of the leases, the more often the Partnership may sell equipment, which will increase liquidation fees.	$	438	$	92

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6. Notes Payable

Notes payable consisted of the following approximate amounts:

	March 31, 2023		December 31, 2022
Installment note payable to bank; interest at 4.10% due in monthly installments of $5,229, including interest, with final payment in March 2023		-		16,000
Installment note payable to bank; interest at 5.00% due in monthly installments of $1,377, including interest, with final payment in November 2024		26,500		30,000
Installment note payable to bank; interest at 4.65% due in monthly installments of $1,176, including interest, with final payment in March 2024		14,000		17,000
Installment note payable to bank; interest at 4.75% due in monthly installments of $3,527, including interest, with final payment in May 2024		48,000		58,000
Installment note payable to bank; interest at 6.21% due in monthly installments of $2,213, including interest, with final payment in June 2024		32,000		38,000
Installment note payable to bank; interest at 7.10% due in monthly installments of $4,889, including interest, with final payment in November 2027		238,500		249,000
	$	359,000	$	408,000

The notes are secured by specific equipment with a carrying value of approximately $538,000 and are nonrecourse liabilities of the Partnership. As such, the notes do not contain any financial debt covenants with which the Partnership must comply on either an annual or quarterly basis. Aggregate approximate maturities of notes payable for each of the periods subsequent to March 31, 2023 are as follows:

	Amount
Nine months ended December 31, 2023		110,000
Year ended December 31, 2024		95,000
Year ended December 31, 2025		49,000
Year ended December 31, 2026		53,000
Year ended December 31, 2027		52,000
	$	359,000

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7. Supplemental Cash Flow Information

No interest or principal on notes payable was paid by the Partnership during 2023 and 2022 because direct payment was made by lessee to the bank in lieu of collection of lease income and payment of interest and principal by the Partnership.

Other noncash activities included in the determination of net loss are as follows:

*Three months ended March 31,*		*2023*				2022
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank		$	49,000			$	19,000

During the three months ended March 31, 2023 and 2022, the Partnership wrote-off fully amortized acquisition and finance fees of approximately $0.

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

FORWARD LOOKING STATEMENTS

This section, as well as other portions of this document, includes certain forward-looking statements about our business and our prospects, tax treatment of certain transactions and accounting matters, sales of securities, expenses, cash flows, distributions, investments and operating and capital requirements. Such forward-looking statements include, but are not limited to: acquisition policies of our general partner; the nature of present and future leases; provisions for uncollectible accounts; the strength and sustainability of the U.S. economy; the continued difficulties in the credit markets and their impact on the economy in general; and the level of future cash flow, debt levels, revenues, operating expenses, amortization and depreciation expenses. You can identify those statements by the use of words such as “could,” “should,” “would,” “may,” “will,” “project,” “believe,” “anticipate,” “expect,” “plan,” “estimate,” “forecast,” “potential,” “intend,” “continue” and “contemplate,” as well as similar words and expressions.

Actual results may differ materially from those in any forward-looking statements because any such statements involve risks and uncertainties and are subject to change based upon various important factors, including, but not limited to, nationwide economic, financial, political and regulatory conditions; the health of debt and equity markets, including interest rates and credit quality; the level and nature of spending in the information, medical and telecommunications technologies markets; and the effect of competitive financing alternatives and lease pricing.

Readers are also directed to other risks and uncertainties discussed in other documents we file with the SEC, including, without limitation, those discussed in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC. We undertake no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

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INDUSTRY OVERVIEW

We invest in various types of domestic information technology equipment leases located solely within the United States. Our investment objective is to acquire primarily high technology equipment. We believe that dealing in high technology equipment is particularly advantageous due to a robust aftermarket. Information technology has developed rapidly in recent years and is expected to continue to do so. Technological advances have permitted reductions in the cost of computer processing capacity, speed, and utility. In the future, the rate and nature of equipment development may cause equipment to become obsolete more rapidly. In an effort to mitigate this risk our portfolio manager attempts to diversify our fund through the acquisition of different types of equipment, staggered lease maturities, various lessees, and businesses located throughout the U.S., and industries served.

We also acquire high technology medical, telecommunications and inventory management equipment. Our General Partner seeks to maintain an appropriate balance and diversity in the types of equipment acquired. The market for high technology medical equipment is growing each year. Generally, this type of equipment has a longer useful life. This allows for increased re-marketability, if it is returned before its economic or announcement cycle is depleted.

The Equipment Leasing and Finance Association’s (ELFA) Monthly Leasing and Finance Index (MLFI-25), which reports economic activity from 25 companies representing a cross section of the $1 trillion equipment finance sector, showed their overall new business volume for March was $10.4 billion, down 2 percent year-over-year from new business volume in March 2022. Volume was up 32 percent from $7.9 billion in February. Year-to-date, cumulative new business volume was up 4 percent compared to 2022.

Receivables over 30 days were 1.9 percent, up from 1.8 percent the previous month and up from 1.5 percent in the same period in 2022. Charge-offs were 0.32 percent, unchanged from the previous month and up from 0.10 percent in the year-earlier period.

Credit approvals totaled 75.3, down from 75.7 percent in February. Total headcount for equipment finance companies was down 4.6 percent year-over-year.

Separately, the Equipment Leasing & Finance Foundation’s Monthly Confidence Index (MCI-EFI) in April is 47.0, a decrease from the March index of 50.3.

ELFA President and CEO Ralph Petta said, “While originations for the month are strong—in the face of a persistently high interest rate and inflationary environment—the metrics that bear monitoring deal with portfolio quality. Delinquencies and losses are up compared to the same period last year, indicating a potential softness in the economy that is making it more difficult for lessees to honor their lease and financing obligations.”

Linda Redding, Head of Equipment Finance, J.P. Morgan Commercial Banking, said, “Despite continued economic uncertainty, rising interest rates and other challenges, the equipment finance industry remains resilient, as seen in the increase in cumulative new business volume in the first quarter. The industry continues to demonstrate its viability throughout economic cycles, as there is a consistent need for companies of all industries and sizes to invest in equipment. Times of economic uncertainty can even create unique opportunities for the equipment finance industry, as its flexible solutions can allow businesses to preserve strong liquidity and cash positions when they need them most.”

Our business is directly impacted by factors such as economic, political, and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies, and inflation, all of which are beyond our control. Given these circumstances, we believe companies overall, will continue to increasingly turn to leasing, as a financing solution. It is our belief that companies lease business-essential equipment because leasing can provide many benefits to a company. The number one benefit of leasing that we see is that there is no large outlay of cash required. Therefore, companies can preserve their working capital, lease equipment, which is an expense item, have the flexibility to upgrade the equipment when needed, and have no risk of obsolescence. Because we expect leasing to remain an attractive financing solution for American businesses during the next 12 months, we feel that our ability to increase our portfolio size and leasing revenues during that period will remain strong.

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We, at Commonwealth, are currently operating business as usual (with our employees working remotely). We may see a slowdown on new equipment acquisition decisions from Corporate Lessees until the crisis is resolved and businesses can resume their normal operation. We have no way of knowing what this period of time will be. We will keep our investors informed of subsequent events. For information relating to COVID-19 and the overall effects, as expressed by Ralph Petta, President of ELFA (The Equipment Leasing & Finance Association), please refer to elfaonline.org.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe that our critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. See Note 2 to our condensed financial statements included herein for a discussion related to recent accounting pronouncements.

EQUITY METHOD INVESTMENT

The Partnership accounts for its investment in COF2 under the equity method in accordance with Accounting Standards Codification (“ASC”) 323. Under the equity method, the Partnership records its proportionate share of the Fund’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of distributions and allocation formulas, if any, as described in such governing documents.

LEASE INCOME RECEIVABLE

Lease income receivable includes current lease income receivable net of allowances for uncollectible amounts, if any. The Partnership monitors lease income receivable to ensure timely and accurate payment by lessees. The Partnership’s Lease Relations department is responsible for monitoring lease income receivable and, as necessary, resolving outstanding invoices.

The Partnership reviews a customer’s credit history before extending credit. When the analysis indicates that the probability of full collection is unlikely, the Partnership may establish an allowance for uncollectible lease income receivable based upon the credit risk of specific customers, historical trends and other information. The Partnership writes off its lease income receivable when it determines that it is uncollectible and all economically sensible means of recovery have been exhausted.

REVENUE RECOGNITION

The Partnership is principally engaged in business of leasing equipment. Ancillary to the Partnership’s principal equipment leasing business, the Partnership also sells certain equipment and may offer certain services to support its customers.

The Partnership’s lease transactions are principally accounted for under Topic 842 on January 1, 2019. Prior to Topic 842, the Partnership accounted for these transactions under Topic 840, Leases (“Topic 840”). Lease revenue includes revenue generated from leasing equipment to customers, including re-rent revenue, and is recognized as either on a straight line basis or using the effective interest method over the length of the lease contract, if such lease is either an operating lease or finance lease, respectively.

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The Partnership’s sale of equipment along with certain services provided to customers is recognized under ASC Topic 606, Revenue from Contracts with Customers, (“Topic 606”), which was adopted on January 1, 2018. Prior to adoption of Topic 606, the Partnership recognized these transactions under ASC Topic 605, Revenue Recognized, and (“Topic 605”). The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration the Partnership expects to be entitled to in exchange for such products or services.

Through March 31, 2023, the Partnership’s lease portfolio consisted of operating leases and finance leases. For operating leases, lease revenue is recognized on a straight-line basis in accordance with the terms of the lease agreement. Finance lease interest income is recorded over the term of the lease using the effective interest method.

Upon the end of the lease term, if the lessee has not met the return conditions as set out in the lease, the Partnership is entitled in certain cases to additional compensation from the lessee. The Partnership’s accounting policy for recording such payments is to treat them as revenue.

Gains or losses from sales of leased and off-lease equipment are recorded on a net basis in the Partnership’s Statement of Operations. Gains from the termination of leases are recognized when the lease is modified and terminated concurrently. Our leases do not contain any step-rent provisions or escalation clauses nor are lease revenues adjusted based on any index.

Partnership’s accounting policy for sales and property taxes collected from the lessees are recorded in the current period as gross revenues and expenses.

LONG-LIVED ASSETS

Depreciation on technology and inventory management equipment for financial statement purposes is based on the straight-line method estimated generally over useful lives of two to five years. Once an asset comes off lease or is released, the Partnership reassesses the useful life of an asset.

The Partnership evaluates its long-lived assets when events or circumstances indicate that the value of the asset may not be recoverable. The Partnership determines whether impairment exists by estimating the undiscounted cash flows to be generated by each asset. If the estimated undiscounted cash flows are less than the carrying value of the asset then impairment exists. The amount of the impairment is determined based on the difference between the carrying value and the fair value. Fair value is determined based on estimated discounted cash flows to be generated by the asset, third party appraisals or comparable sales of similar assets, as applicable, based on asset type.

Residual values are determined by management and are calculated using information from both internal and external sources, as well as other economic indicators.

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Cash

Our primary source of cash for the three months ended March 31, 2023, was net proceeds from the sale of equipment of approximately $14,000. This compares to our primary sources of cash for the three months ended March 31, 2022 of cash provided by net proceeds from the sale of equipment of approximately $3,000.

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Our primary use of cash for the three months ended March 31, 2023 was cash used in operating activities of approximately $14,000. This compares to our primary use of cash for the three months ended March 31, 2022 of capital expenditures of approximately $166,000.

Cash used in operating activities for the three months ended March 31, 2023 was approximately $14,000, including a net loss of approximately $81,000 and depreciation and amortization expenses of approximately $74,000. Other noncash activities included in the determination of net loss include direct payments to banks by lessees of approximately $49,000. This compares to cash used in operating activities for the three months ended March 31, 2022, of approximately $159,000, including a net loss of approximately $8,000 and depreciation and amortization expenses of approximately $103,000. Other noncash activities included in the determination of net loss include direct payments to banks by lessees of approximately $19,000.

As we continue to increase the size of our equipment portfolio, operating expenses will increase, which reflects the administrative costs of servicing the portfolio, but because of our investment strategy of leasing equipment primarily through triple-net leases, we avoid operating expenses related to equipment maintenance or taxes.

CCC, on our behalf and on behalf of other affiliated partnerships, acquires equipment subject to associated debt obligations and lease revenue and allocates a participation in the cost, debt and lease revenue to the various partnerships based on certain risk factors.

Capital expenditures and distributions are expected to continue to increase overall during the remainder of 2023 as management focuses on additional equipment acquisitions.

We consider cash equivalents to be highly liquid investments with the original maturity dates of 90 days or less.

At March 31, 2023, cash and cash equivalents were held in one bank account maintained at one financial institution with an aggregate balance of approximately $200. Bank accounts are federally insured up to $250,000 by the FDIC. At March 31, 2023, the total cash bank balance was as follows:

*At March 31, 2023*	*Balance*
Total bank balance	$	200
FDIC insured		(200	)
Uninsured amount	$	-

The Partnership believes it mitigates the risk of holding uninsured deposits by only depositing funds with major financial institutions. The Partnership has not experienced any losses in our accounts, and believes it is not exposed to any significant credit risk. The amount in its account will fluctuate throughout 2023 due to many factors, including the pace of cash receipts, equipment acquisitions and distributions to limited partners.

As of March 31, 2023, we had future minimum rentals on operating leases of approximately $195,000 for the balance of the year ending December 31, 2023 and approximately $437,000 thereafter.

As of March 31, 2023, we had future minimum rentals on non-cancelable finance leases of approximately $9,000 for the balance of the year ending December 31, 2023 and approximately $11,000 through 2024.

As of March 31, 2023, our non-recourse debt was approximately $359,000 with interest rates ranging from 4.10% through 7.10% and is payable through November 2027.

The General Partner intends to initiate a proxy vote to investors to extend the operational phase to December 31, 2024. Upon completion of its operational phase, it is anticipated that the Partnership will begin its liquidation phase. Assuming the proxy vote is passed, the General Partner intends to fully liquidate or otherwise dispose of all of its equipment, make final distribution to partners, and dissolve on or before December 31, 2026.

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RESULTS OF OPERATIONS

Three months ended March 31, 2023 compared to three months ended March 31, 2022

Lease Revenue

Our lease revenue decreased to approximately $127,000 for the three months ended March 31, 2023, from approximately $199,000 for the three months ended March 31, 2022. The Partnership had 20 and 20 active operating leases that generated lease revenue for the three months ended March 31, 2023 and 2022, respectively. This decrease is primarily due to partial sales of equipment despite number of active leases remaining unchanged. Management expects to add new leases to our portfolio throughout the remainder of 2023, funded primarily through debt financing.

Sale of Equipment

For the three months ended March 31, 2023, the Partnership sold equipment with net book value of approximately $0 for a net gain of approximately $14,000. For the three months ended March 30, 2022, the Partnership sold equipment with net book value of approximately $0 for a net gain of approximately $3,000.

Operating Expenses

Our operating expenses, excluding depreciation, primarily consist of accounting and legal fees, outside service fees and reimbursement of expenses to CCC for administration and operation of the Partnership. These expenses increased to approximately $134,000 for the three months ended March 31, 2023, from approximately $78,000 for the three months ended March 31, 2022. This increase is primarily due to an increase in other LP expenses of approximately $38,000, accounting fees of approximately $17,000 and temporary services expenses of approximately $4,000, partially offset by a decrease in panrtership taxes of approximately $3,000.

Equipment Management Fee

We pay an equipment management fee to our general partner for managing our equipment portfolio. The equipment management fee is approximately 5% of the gross lease revenue attributable to equipment that is subject to operating leases and 2% of the gross lease revenue attributable to equipment that is subject to finance leases. The total equipment management fee increased to approximately $13,000 for the three months ended March 31, 2023 from approximately $10,000 for the three months ended March 31, 2022. This increase is due to prior period adjustment adjusted in the current reporting period.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $74,000 for the three months ended March 31, 2023, from approximately $103,000 for the three months ended March 31, 2022. This decrease was due to the higher frequency in the termination of leases and equipment being fully depreciated as compared to the acquisition of new leases for the three months ended March 31, 2023.

Net Loss

For the three months ended March 31, 2023, we recognized revenue of approximately $167,000, expenses of approximately $231,000 and other loss of $18,000, resulting in net loss of approximately $81,000. For the three months ended March 31, 2022, we recognized revenue of approximately $218,000, expenses of approximately $203,000 and other loss of $23,000, resulting in net loss of approximately $8,000.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A

Item 4. Controls and Procedures

The Company’s management, with the participation of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on such evaluation, the Company’s Principal Executive Officer and Principal Financial and Accounting Officer have concluded that, as of the end of such period covered by this Quarterly Report, the Company’s disclosure controls and procedures were temporarily rendered non-effective to provide reasonable assurance that information that it is required to disclose in reports that the Company files with the SEC is recorded, processed, summarized and reported within the time periods specified by the Exchange Act rules and regulations due to the reasons set forth below.

During the period covered by this report, management determined the filing delay of financial information for the period was a result of a contractual dispute with a third-party financial vendor which provides information necessary for completion of audit process for the filing of the 10K, which thereby resulted in the delay of the 10Q. Specifically, we were unable to conduct a timely reconciliation of all accounts until resolution of the aforesaid dispute. As a result, we have concluded that our internal control over financial reporting was not effective for this period. We have taken steps to remediate this issue and improve our internal control over financial reporting. However, we cannot assure you that these steps will be successful or that we will not identify additional material weaknesses in the future.

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Part II: OTHER INFORMATION

Item 1. Commitments and Contingencies

N/A

Item 2. Legal Proceedings

N/A

Item 3. Unregistered Sales of Equity Securities and Use of Proceeds

N/A

Item 4. Defaults Upon Senior Securities

N/A

Item 5. Mine Safety Disclosures

N/A

Item 6. Other Information

NONE

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Item 7. Exhibits

31.1	RULE 15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER
31.2	RULE 15d-14(a) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
32.1	SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
32.2	SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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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.

	COMMONWEALTH INCOME & GROWTH FUND VII, LP
	BY: COMMONWEALTH INCOME & GROWTH FUND, INC., General Partner

October 11, 2023

By: /s/ Kimberly A. Springsteen-Abbott

Date

Kimberly A. Springsteen-Abbott

Chief Executive Officer And Principal Financial Officer

Commonwealth Income & Growth Fund, Inc.

Commonwealth Income & Growth Fund VII, LP 10-Q