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,SEPTEMBER 30, 2021 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)

Pennsylvania26-3733264

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)

 (877) 654-1500
 (Registrant’s

(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: YESYes ☒   NONo

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). YESYes ☒   NONo

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.)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,

SEPTEMBER 30, 2021

TABLE OF CONTENTS

PART I

Item 1.

Financial Statements

3

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

16

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22

21

Item 4.

Controls and Procedures

22

21

PART II

Item 1.

Commitments and Contingencies

22

Item 2.

Legal Proceedings

22

Item 2A.

Risk Factors

23

Item 3.

Unregistered Sales of Equity Securities and Use of Proceeds

24

Item 4.

Defaults Upon Senior Securities

24

Item 5.

Mine Safety Disclosures

24

Item 6.

Other Information

24

Item 7.

Exhibits

24

2

Table of Contents

Part I. FINANCIAL INFORMATION
 
 
 
 
 
 
Item 1. Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
Commonwealth Income & Growth Fund VII   
Condensed Balance Sheets   
 
 
 
 
 
 
 
 
March 31,
 
 
December 31,
 
 
 
2021
 
 
2020
 
 
 
(unaudited)
 
 
 (audited)
 
ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 $254,673 
 $495,494 
Lease income receivable, net of reserve of approximately $67,000 at both March 31, 2021 and December 31, 2020
  56,928 
  128,580 
Accounts receivable, Commonwealth Capital Corp, net of accounts payable of approximately $41,000 and $46,000 at March 31, 2021 and December 31, 2020, respectively
  704,006 
  449,627 
Other receivables, net of reserve of approximately $305,000 at March 31, 2021 and December 31, 2020, respectively
  3,245 
  18,436 
Prepaid expenses
  5,539 
  10,282 
 
  1,024,391 
  1,102,419 
 
    
    
Net investment in finance leases
  43,824 
  46,459 
 
    
    
Investment in COF 2
  603,918 
  616,771 
 
    
    
Equipment, at cost
  14,692,945 
  14,912,479 
Accumulated depreciation
  (13,663,530)
  (13,596,631)
 
  1,029,415 
  1,315,848 
 
    
    
Equipment acquisition costs and deferred expenses, net of accumulated amortization of approximately $137,000 and $147,000 at March 31, 2021 and December 31, 2020, respectively
  21,797 
  33,472 
 
  21,797 
  33,472 
Total Assets
 $2,723,345 
 $3,114,969 
 
    
    
LIABILITIES AND PARTNERS' CAPITAL
    
    
LIABILITIES
    
    
Accounts payable
 $93,204 
 $123,089 
Accounts payable, CIGF, Inc.
  213,693 
  176,251 
Other accrued expenses
  11 
  12 
Unearned lease income
  64,170 
  79,063 
Notes payable
  272,454 
  472,425 
Total Liabilities
  643,532 
  850,840 
 
    
    
COMMITMENTS AND CONTINGENCIES
    
    
PARTNERS' CAPITAL
    
    
 
    
    
General Partner
  1,050 
  1,050 
Limited Partners
  2,078,763 
  2,263,079 
Total Partners' Capital
  2,079,813 
  2,264,129 
Total Liabilities and Partners' Capital
 $2,723,345 
 $3,114,969 
 
    
    
  see accompanying notes to condensed financial statements     

Commonwealth Income & Growth Fund VII
Condensed Statements of Operations
(unaudited)
 
 
Three Months Ended March 31,
 
 
 
2021
 
 
2020
 
Revenue
 
 
 
 
 
 
Lease
 $348,889 
 $497,596 
Interest and other
  7,308 
  576 
Sales and property taxes
  16,821 
  20,905 
Gain on sale of equipment
  9,273 
  57,853 
Total revenue and gain on sale of equipment
  382,291 
  576,930 
 
    
    
Expenses
    
    
Operating, excluding depreciation and amortization
  178,214 
  236,336 
Equipment management fee, General Partner
  17,505 
  24,880 
Interest
  5,639 
  17,622 
Depreciation
  286,434 
  345,652 
Amortization of equipment acquisition costs and deferred expenses
  11,674 
  18,372 
Sales and property taxes
  16,821 
  20,905 
Bad debt expense
  - 
  15,956 
Total expenses
  516,287 
  679,723 
 
    
    
Other (loss) gain
    
    
(Loss) Gain in investment from COF 2
  (12,853)
  118,075 
Total other loss
  (12,853)
  118,075 
 
    
    
 
    
    
Net (loss) income
 $(146,849)
 $15,282 
 
    
    
Net (loss) income allocated to Limited Partners
 $(146,849)
 $15,282 
 
    
    
Net (loss) income per equivalent Limited Partnership unit
 $(0.10)
 $0.01 
Weighted average number of equivalent limited
    
    
 partnership units outstanding during the period
  1,534,609 
  1,541,957 
 
    
    
see accompanying notes to condensed financial statements

Commonwealth Income & Growth Fund VII
Condensed Statement of Partners' Capital
For the three months ended March 31, 2021 and 2020
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General
 
 
Limited
 
 
 
 
 
 
 
 
 
 
 
 
Partner
 
 
Partner
 
 
General
 
 
Limited
 
 
 
 
 
 
Units
 
 
Units
 
 
Partner
 
 
Partners
 
 
Total
 
Balance, January 1, 2021 (audited)
  50 
  1,537,535 
 $1,050 
 $2,263,079 
 $2,264,129 
Net loss
  - 
  - 
  - 
  (146,849)
  (146,849)
Redemptions
  - 
  (4,500)
  - 
  (37,467)
  (37,467)
Balance, March 31, 2021
  50 
  1,533,035 
 $1,050 
 $2,078,763 
 $2,079,813 
 
    
    
    
    
    
 
 
General
 
 
Limited
 
 
 
 
 
 
 
 
 
 
 
 
Partner
 
 
Partner
 
 
General
 
 
Limited
 
 
 
 
 
 
Units
 
 
Units
 
 
Partner
 
 
Partners
 
 
Total
 
Balance, January 1, 2020 (audited)
  50 
  1,542,106 
 $1,050 
 $2,807,344 
 $2,808,394 
Net income (loss)
  - 
  - 
  - 
  15,282 
  15,282 
Redemptions
  - 
  (3,871)
  - 
  (28,740)
  (28,740)
Balance, March 31, 2020
  50 
  1,538,235 
 $1,050 
 $2,793,886 
 $2,794,936 

Part I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

 

 

Item 1. Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

Commonwealth Income & Growth Fund VII

Condensed Balance Sheets

 

 

 

 

 

 

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$51,002

 

 

$495,494

 

Lease income receivable, net of reserve of approximately $67,000 at both September 30, 2021 and December 31, 2020, respectively

 

 

260,429

 

 

 

128,580

 

Accounts receivable, Commonwealth Capital Corp, net of accounts payable of approximately $59,739 and $46,000 at September 30, 2021 and December 31, 2020, respectively

 

 

1,189,739

 

 

 

449,627

 

Other receivables, net of reserve of approximately $305,000 at both September 30, 2021 and December 31, 2020, respectively

 

 

3,245

 

 

 

18,436

 

Receivable from COF2

 

 

0

 

 

 

0

 

Prepaid expenses

 

 

4,462

 

 

 

10,282

 

 

 

 

1,508,877

 

 

 

1,102,419

 

 

 

 

 

 

 

 

 

 

Net investment in Finance leases

 

 

38,482

 

 

 

46,459

 

 

 

 

 

 

 

 

 

 

Investment in COF 2

 

 

574,292

 

 

 

616,771

 

 

 

 

 

 

 

 

 

 

Equipment, at cost

 

 

13,623,847

 

 

 

14,912,479

 

Accumulated depreciation

 

 

(13,190,135)

 

 

(13,596,631)

 

 

 

433,712

 

 

 

1,315,848

 

 

 

 

 

 

 

 

 

 

Equipment acquisition costs and deferred expenses, net of accumulated amortization of approximately $6,000 and $147,000 at September 30, 2021 and December 31, 2020, respectively

 

 

9,797

 

 

 

33,472

 

Total Assets

 

$2,565,160

 

 

$3,114,969

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND PARTNERS' CAPITAL

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable

 

$159,733

 

 

$123,089

 

Accounts payable, CIGF, Inc.

 

 

309,874

 

 

 

176,251

 

Other accrued expenses

 

 

10

 

 

 

12

 

Unearned lease income

 

 

30,927

 

 

 

79,063

 

Notes payable

 

 

139,425

 

 

 

472,425

 

Total Liabilities

 

 

639,969

 

 

 

850,840

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

 

 

PARTNERS' CAPITAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General Partner

 

 

1,050

 

 

 

1,050

 

Limited Partners

 

 

1,924,141

 

 

 

2,263,079

 

Total Partners' Capital

 

 

1,925,191

 

 

 

2,264,129

 

Total Liabilities and Partners' Capital

 

$2,565,160

 

 

$3,114,969

 

see accompanying notes to condensed financial statements

5
Commonwealth Income & Growth Fund VII
 Condensed Statements of Cash Flows
(unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
2021
 
 
2020
 
 
 
 
 
 
 
 
Net cash used in operating activities
 $(212,627)
 $(188,550)
 
    
    
Cash flows from investing activities
    
    
    Net proceeds from the sale of equipment
  9,273 
  138,619 
    Distributions from Investment in COF2
  - 
  4,080 
Net cash provided by investing activities
  9,273 
  142,699 
 
    
    
Cash flows from financing activities
    
    
    Redemptions
  (37,467)
  (28,740)
Net cash used in financing activities
  (37,467)
  (28,740)
 
    
    
Net decrease in cash and cash equivalents
  (240,821)
  (74,591)
 
    
    
Cash and cash equivalents beginning of period
  495,494 
  540,798 
 
    
    
Cash and cash equivalents end of period
 $254,673 
 $466,207 
 
    
    
see accompanying notes to condensed financial statements

3

Table of Contents

Commonwealth Income & Growth Fund VII

Condensed Statements of Comprehensive Loss

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

Ended September 30,

 

 

Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Lease

 

$343,627

 

 

$385,699

 

 

$998,156

 

 

$1,411,967

 

Interest and other

 

 

5,282

 

 

 

522

 

 

 

12,977

 

 

 

2,071

 

Sales and property taxes

 

 

28,225

 

 

 

15,457

 

 

 

58,779

 

 

 

57,855

 

Gain on sale of equipment

 

 

6,448

 

 

 

7,463

 

 

 

69,914

 

 

 

40,036

 

Total revenue and gain on sale of equipment

 

 

383,582

 

 

 

409,141

 

 

 

1,139,826

 

 

 

1,511,929

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating, excluding depreciation and amortization

 

 

128,070

 

 

 

147,545

 

 

 

462,307

 

 

 

585,639

 

Equipment management fee, General Partner

 

 

17,242

 

 

 

19,345

 

 

 

50,090

 

 

 

67,177

 

Interest

 

 

1,917

 

 

 

11,383

 

 

 

10,450

 

 

 

42,609

 

Depreciation

 

 

222,574

 

 

 

306,166

 

 

 

796,926

 

 

 

984,893

 

Amortization of equipment acquisition costs and deferred expenses

 

 

3,717

 

 

 

15,383

 

 

 

20,266

 

 

 

52,243

 

Sales and property taxes

 

 

28,225

 

 

 

15,457

 

 

 

58,779

 

 

 

57,855

 

Bad debt expense

 

 

0

 

 

 

82,905

 

 

 

0

 

 

 

108,830

 

Total expenses

 

 

401,745

 

 

 

598,184

 

 

 

1,398,818

 

 

 

1,899,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (Loss) Gain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) Gain in investment in COF 2

 

 

(7,305)

 

 

(520)

 

 

(42,479)

 

 

55,888

 

Total other (loss) gain

 

 

(7,305)

 

 

(520)

 

 

(42,479)

 

 

55,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(25,468)

 

$(189,563)

 

$(301,471)

 

$(331,429)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss allocated to Limited Partners

 

$(25,468)

 

$(189,563)

 

$(301,471)

 

$(331,429)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per equivalent Limited Partnership unit

 

$(0.02)

 

$(0.12)

 

$(0.20)

 

$(0.22)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of equivalent Limited Partnership units outstanding during the period

 

 

1,533,035

 

 

 

1,538,235

 

 

 

1,534,761

 

 

 

1,539,471

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

4

Table of Contents

Commonwealth Income & Growth Fund VII

Condensed Statement of Partners' Capital

For the nine months ended September 30, 2021 and 2020

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

 

 

Limited

 

 

 

 

 

 

 

 

 

 

 

 

Partners

 

 

Partners

 

 

General

 

 

Limited

 

 

 

 

 

 

Units

 

 

Units

 

 

Partner

 

 

Partners

 

 

Total

 

Balance, January 1, 2021

 

 

50

 

 

 

1,537,535

 

 

$1,050

 

 

$2,263,079

 

 

$2,264,129

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(146,849)

 

 

(146,849)

Redemptions

 

 

-

 

 

 

(4,500)

 

 

-

 

 

 

(37,467)

 

 

(37,467)

Balance, March 31, 2021

 

 

50

 

 

 

1,533,035

 

 

$1,050

 

 

$2,078,763

 

 

$2,079,813

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(129,154)

 

 

(129,154)

Balance, June 30, 2021

 

 

50

 

 

 

1,533,035

 

 

$1,050

 

 

$1,949,609

 

 

$1,950,659

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(25,468)

 

 

(25,468)

Balance, September 30, 2021

 

 

50

 

 

 

1,533,035

 

 

$1,050

 

 

$1,924,141

 

 

$1,925,191

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General

 

 

 

Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partner

 

 

 

Partner

 

 

 

General

 

 

 

Limited

 

 

 

 

 

 

 

 

Units

 

 

 

Units

 

 

 

Partner

 

 

 

Partners

 

 

 

Total

 

Balance, January 1, 2020

 

 

50

 

 

 

1,542,106

 

 

$1,050

 

 

$2,807,344

 

 

$2,808,394

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

15,282

 

 

 

15,282

 

Redemptions

 

 

-

 

 

 

(3,871)

 

 

-

 

 

 

(28,740)

 

 

(28,740)

Balance, March 31, 2020

 

 

50

 

 

 

1,538,235

 

 

$1,050

 

 

$2,793,886

 

 

$2,794,936

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(157,148)

 

 

(157,148)

Balance, June 30, 2020

 

 

50

 

 

 

1,538,235

 

 

$1,050

 

 

$2,636,738

 

 

$2,637,788

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(189,563)

 

 

(189,563)

Balance, September 30, 2020

 

 

50

 

 

 

1,538,235

 

 

$1,050

 

 

$2,447,175

 

 

$2,448,225

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

5

Table of Contents

Commonwealth Income & Growth Fund VII

Condensed Statements of Cash Flow

(unaudited)

 

 

 

 

 

 

 

 

 

Nine Months

 

 

 

Ended September 30,

 

 

 

2021

 

 

2020

 

Net cash (used in) provided by operating activities

 

$(565,557)

 

$62,332

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Capital Expenditures

 

 

(39,439)

 

 

(52,424)

Equipment acquisition fees paid to General Partner

 

 

3,409

 

 

 

(8,609)

Net proceeds from the sale of equipment

 

 

194,562

 

 

 

172,135

 

Distribution from Investment in COF2

 

 

0

 

 

 

4,080

 

Net cash provided by investing activities

 

$158,532

 

 

$115,182

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Redemptions

 

 

(37,467)

 

 

(28,740)

Debt placement fee paid to the General Partner

 

 

0

 

 

 

(1,628)

Net cash used in financing activities

 

$(37,467)

 

$(30,368)

 

 

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

 

(444,492)

 

 

147,146

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

 

495,494

 

 

 

540,798

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$51,002

 

 

$687,944

 

 

 

 

 

 

 

 

 

 

see accompanying notes to condensed financial statements

6

Table of Contents

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 is scheduled to terminate on December 31, 2021. The General Partner intends to initiate a proxy vote to investors to extend the operational phase to December 31, 2024, in an effort to increase overall return to investors. 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.

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, 2020 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 and nine months ended March 31,September 30, 2021 are not necessarily indicative of financial results that may be expected for the full year ended December 31, 2021.

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.


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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. Cash and cash equivalents, receivables,Receivables, accounts payable and accrued expenses and other liabilities are carried at amounts which reasonably approximate their fair values as of March 31,September 30, 2021 and December 31, 2020 due to the short termshort-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,September 30, 2021 and December 31, 2020 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

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

At March 31,September 30, 2021, cash and cash equivalents was held in one bank account maintained at one financial institution with an aggregate balance of approximately $260,000.$106,000. Bank accounts are federally insured up to $250,000 by the FDIC. At March 31,September 30, 2021, the total cash bank balance was as follows:

At March 31, 2021
Balance
Total bank balance
$260,000
FDIC insured
(250,000)
Uninsured amount
$10,000

At September 30, 2021

 

Balance

 

Total bank balance

 

$106,000

 

FDIC insured

 

 

(106,000)

Uninsured amount

 

$0

 

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 accounts will fluctuate throughout 2021 due to many factors, including cash receipts, equipment acquisitions, interest rates and distributions to limited partners.


Recent Accounting Pronouncements Not Yet Adopted

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 for the Partnership until December 15, 2022. While we continue to evaluate the new guidance, including the subsequent updates to Topic 326, we do not anticipate that adoption will have a material impact on the Partnership financial statements and related disclosures. For both the quartersthree and nine months ended March 31,September 30, 2021 and 2020, Partnership 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.

Gains or losses from the sale of equipment are recognized when the lease is modified and terminated concurrently. Gain from sale of equipment included in lease revenue for the three months ended September 30, 2021 was approximately $6,000. Gain from sale of equipment included in lease revenue for the three months ended September 30, 2020 was approximately $7,000. Gain from sale of equipment included in lease revenue for the nine months ended September 30, 2021 and 2020 was $70,000 and $40,000, respectively.

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,September 30, 2021 was approximately $10,226,000$10,116,000 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,September 30, 2021 was approximately $196,000$91,000 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,September 30, 2021 was approximately $23,869,000.$23,449,000. The total outstanding debt related to the equipment shared by the Partnership at March 31,September 30, 2021 was approximately $607,000.

$365,000.

The Partnership’s share of the cost of the equipment in which it participates with other partnerships at December 31, 2020 was approximately $10,226,000 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, 2020 was approximately $380,000 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, 2020 was approximately $23,869,000. The total outstanding debt related to the equipment shared by the Partnership at December 31, 2020 was approximately $1,020,000.

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 2021, the Partnership expects total shared equipment and related debt to trend higher as the Partnership builds its portfolio.


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

Periods Ended December 31,
Amount
Nine months ended December 31, 2021  
$451,500 
Year Ended December 31, 2022  
117,500
Year Ended December 31, 2023  
66,000
Year Ended December 31, 2024  
49,000
$684,000

Periods Ended December 31,

 

Amount

 

Three months ended December 31, 2021

 

$119,000

 

Year Ended December 31, 2022

 

 

275,000

 

Year Ended December 31, 2023

 

 

43,000

 

Year Ended December 31, 2024

 

 

26,000

 

Year Ended December 31, 2025

 

 

4,000

 

 

 

$467,000

 

Finance Leases:

The following lists the components of the net investment in financedirect financing leases:

At March 31,
 
March 31, 2021
 
 
December 31, 2020
 
Carrying value of lease receivable
 $41,000 
 $43,000 
Estimated residual value of leased equipment (unguaranteed)
  2,000 
  2,000 
Initial direct costs - finance leases
  1,000 
  1,000 
Net investment in finance leases
 $44,000 
 $46,000 

 

 

September 30, 2021

 

 

December 31, 2020

 

Carrying value of lease receivable

 

$35,000

 

 

$43,000

 

Estimated residual value of leased equipment (unguaranteed)

 

 

2,000

 

 

 

2,000

 

Initial direct costs finance leases

 

 

1,000

 

 

 

1,000

 

Net investment in finance leases

 

$38,000

 

 

$46,000

 

We assess credit risk for all of our 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 our own customer risk ratings and is periodically reviewed. Our internal ratings are weighted based on the industry that the customer operates in. When assessing risk, factors taken into consideration include both general and industry specific qualitative and quantitative metrics. We separately take in to consideration payment history, open lawsuits, liens and judgments. Typically, we 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. Our internally based model may classify a company as high risk based on our 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, we typically require 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.


The following table presents the credit risk profile, by creditworthiness category, of our finance lease receivables at March 31,September 30, 2021:

Risk Level

Percent of Total

Low

-%

-%

Moderate-Low

-%

-%

Moderate

-%

-%

Moderate-High

100%
High-%

High

-%

Net finance lease receivable

100%

 
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As of March 31,September 30, 2021, and December 31, 2020, we determined that we did not have a need for an allowance for uncollectible accounts associated with any of our finance leases, as the customer payment histories with us, associated with these leases, has been positive.

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 following is a schedule of future minimum rentals on non-cancelable finance leases at March 31,September 30, 2021:

Periods Ended December 31,
 Amount
Nine months ended December 31, 2021
9,000
Year ended December 31, 2022
12,000
Year ended December 31, 2023
12,000
Year ended December 31, 2024
11,000
$44,000

 

 

Amount

 

Three months ended December 31, 2021

 

$3,000

 

2022

 

 

12,000

 

2023

 

 

12,000

 

2024

 

 

11,000

 

Total

 

$38,000

 

4. Investment in COF 2

On August 13, 2015, the Partnership purchased 1,648 units for $1,500,000, of Commonwealth Opportunity Fund 2 (“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,September 30, 2021 and December 31, 2020 was approximately $604,000$574,000 and $617,000, respectively (see COF 2 Financial Summary below). During the threenine months ended March 31,September 30, 2021, COF 2 did not declare any first quarter distribution to the Partnership.

 
 
March 31,
 
 
December 31,
 
COF 2 Summarized Financial Information
 
2021
 
 
2020
 
Assets
 $1,947,000 
 $1,993,000 
Liabilities
 $288,000 
 $296,000 
Partners' capital
 $1,659,000 
 $1,697,000 
Revenue
 $116,000 
 $794,000 
Expenses
 $153,000 
 $703,000 
Net (loss) income
 $(37,000)
 $91,000 

 

 

September 30,

 

 

December 31,

 

COF 2 Summarized Financial Information

 

2021

 

 

2020

 

Assets

 

$1,834,000

 

 

$1,993,000

 

Liabilities

 

$262,000

 

 

$296,000

 

Partners' capital

 

$1,572,000

 

 

$1,697,000

 

Revenue

 

$308,000

 

 

$794,000

 

Expenses

 

$433,000

 

 

$703,000

 

Net income (loss)

 

$(125,000)

 

$91,000

 

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5. Related Party Transactions

Receivables/Payables

As of March 31,September 30, 2021, and December 31, 2020, the Partnership’s related party receivables and payables are short term, unsecured, and non-interest bearing.

Three months ended March 31,
 
2021
 
 
2020
 
 
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, 2021 and 2020, the Partnership was charged approximately $77,000 and $102,000 in other LP expense, respectively.
 156,000 
 $211,000 
 
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, 2021 and 2020, 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, we 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 we incur 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. We intend to initially acquire leases on an all cash basis with the proceeds of this offering, but may borrow funds after the offering proceeds have been invested. The amount we borrow, and therefore the amount of the fee, will depend upon interest rates at the time of a loan, and the amount of leverage we determine is appropriate at the time. Fees will increase as the amount of leverage we use increases, and as turnover in the portfolio increases and additional equipment is purchased using leverage.
 $- 
 $- 
 
Equipment Management Fee
    
    
We pay 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. Our 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 we manage, which in turn will depend upon the amount we raise in this offering. Reductions in market rates for similar services would also reduce the amount of this fee we will receive.
 $18,000 
 $25,000 
 
Equipment Liquidation Fee
    
    
Also referred to as a "resale fee." With respect to each item of equipment sold by the general partner, we 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. Our 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 our leases, the more often we may sell equipment, which will increase liquidation fees we receive.
 $287 
 $5,000 

Nine months ended September 30,

 

2021

 

 

2020

 

 

 

 

 

 

 

 

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 nine months ended September 30, 2021 and 2020, the Partnership was charged approximately $265,000 and $315,000 in other LP expense, respectively.

 

$440,000

 

 

$568,000

 

 

 

 

 

 

 

 

 

 

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 nine months ended September 30, 2021 and 2020, the General Partner earned acquisition fees from operating and finance leases of approximately $2,000 and $9,000, respectively.

 

$2,000

 

 

$9,000

 

 

 

 

 

 

 

 

 

 

Debt Placement Fee

 

 

 

 

 

 

 

 

As compensation for arranging term debt to finance our acquisition of equipment, we 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 we incur 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. We intend to initially acquire leases on an all cash basis with the proceeds of this offering, but may borrow funds after the offering proceeds have been invested. The amount we borrow, and therefore the amount of the fee, will depend upon interest rates at the time of a loan, and the amount of leverage we determine is appropriate at the time. Fees will increase as the amount of leverage we use increases, and as turnover in the portfolio increases and additional equipment is purchased using leverage.

 

$0

 

 

$2,000

 

 

 

 

 

 

 

 

 

 

Equipment Management Fee

 

 

 

 

 

 

 

 

We pay 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. Our 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 we manage, which in turn will depend upon the amount we raise in this offering. Reductions in market rates for similar services would also reduce the amount of this fee we will receive.

 

$50,000

 

 

$67,000

 

 

 

 

 

 

 

 

 

 

Equipment Liquidation Fee

 

 

 

 

 

 

 

 

Also referred to as a "resale fee." With respect to each item of equipment sold by the general partner, we 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. Our 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 our leases, the more often we may sell equipment, which will increase liquidation fees we receive.

 

$6,000

 

 

$6,000

 

6. Notes Payable

Notes payable consisted of the following approximate amounts:

 
 
 
March 31,
2021
 
 
 
 December 31,
2020
 
Installment note payable to bank; interest at 5.31% due in monthly installments of $52,336, including interest, with final payment in January 2021
  - 
  51,500 
Installment note payable to bank; interest at 6.00% due in quarterly installments of $74,533, including interest, with final payment in January 2021
  - 
  73,000 
Installment notes payable to bank; interest at 5.33% due in monthly installments ranging from $4,312 to $15,329, including interest, with final payment in August 2021
  97,000 
  154,000 
Installment note payable to bank; interest at 4.10% due in monthly installments of $5,229, including interest, with final payment in March 2023
  120,000 
  134,500 
Installment note payable to bank; interest at 5.00% due in monthly installments of $1,377, including interest, with final payment in November 2024
  55,000 
  59,000 
 
 $272,000 
 $472,000 

 

 

September 30,

2021

 

 

December 31,

2020

 

Installment note payable to bank; interest at 5.31% due in monthly installments of $52,336, including interest, with final payment in January 2021

 

 

0

 

 

 

51,500

 

Installment note payable to bank; interest at 6.00% due in quarterly installments of $74,533, including interest, with final payment in January 2021

 

 

0

 

 

 

73,000

 

Installment notes payable to bank; interest at 5.33% due in monthly installments ranging from $4,312 to $15,329, including interest, with final payment in August 2021

 

 

0

 

 

 

154,000

 

Installment note payable to bank; interest at 4.10% due in monthly installments of $5,229, including interest, with final payment in March 2023

 

 

91,000

 

 

 

134,500

 

Installment note payable to bank; interest at 5.00% due in monthly installments of $1,377, including interest, with final payment in November 2024

 

 

48,000

 

 

 

59,000

 

 

 

$139,000

 

 

$472,000

 

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The notes are secured by specific equipment with a carrying value of approximately $767,000$203,000 and are nonrecourse liabilities of the Partnership. As such, the notes do not contain any financial debt covenants with which we must comply on either an annual or quarterly basis. Aggregate approximate maturities of notes payable for each of the periods subsequent to March 31,September 30, 2021 are as follows:

Amount
Nine months ended December 31, 2021
$151,000
Year ended December 31, 2022
75,000
Year ended December 31, 2023
31,000
Year ended December 31, 2024
15,000
$272,000

 

 

Amount

 

Three months ended December 31, 2021

 

$18,000

 

Year ended December 31, 2022

 

 

75,000

 

Year ended December 31, 2023

 

 

31,000

 

Year ended December 31, 2024

 

 

15,000

 

 

 

$139,000

 

7. Supplemental Cash Flow Information

No interest or principal on notes payable was paid by the Partnership during 2021 and 2020 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,
 
2021
 
 
2020
 
Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank
 $200,000 
 $307,000 

Nine months ended September 30,

 

2021

 

 

2020

 

Lease revenue net of interest expense on notes payable realized as a result of direct payment of principal by lessee to bank

 

$339,000

 

 

$860,000

 

Noncash investing and financing activities include the following:

Three months ended March 31,
 
2021
 
 
2020
 
Accrual for redemptions to partners paid in April 2021 (included in other accrued expenses)
 $- 
 $4,000 

Nine months ended September 30,

 

2021

 

 

2020

 

Debt assumed in connection with the purchase of equipment

 

$0

 

 

$163,000

 

During the threenine months ended March 31,September 30, 2021 and 2020, the Partnership wrote-off fully amortized acquisition and finance fees of approximately $22,000$161,000 and $17,000,$86,000, respectively.


8. Commitments and Contingencies

COVID-19 Pandemic

The amount of revenue recognized and the pattern of revenue recognition may be impacted by COVID-19. Some of the business sectors that we service such as education centers, medical facilities, payroll administrators, manufacturing and transportation, we may need to account for returns and refund liabilities. The pattern of revenue recognition may change for delays in rendering services.

In periods ended subsequent to the outbreak of COVID-19, the impact on expected credit losses and future cash flow projections used in impairment testing will need to be considered.

The Company continues to evaluate whether adjustments to the financial statements are required or whether additional disclosures are necessary. In our leasing business, the Company is always subject to credit losses as it relates to a customer’s ability to make timely rental payments. The impact of COVID-19 may contribute to risk of non-performance, where a customer may experience financial difficulty and may delay in making timely payments.

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The Company recognizes impairment of receivables and loans when losses are incurred, which is when it is probable that an entity will be unable to collect all amounts due according to the contractual terms of the arrangement. Impairment is measured based on the present value of expected future cash flows discounted at the receivable’s or loans effective interest rate, except that, as a practical expedient, impairment can be measured based on a receivable’s or loans’ observable market price or the fair value of the underlying collateral.

The Company believes its estimate of expected losses have been recognized based on historical experience, current conditions, and reasonable forecasts. The impacts of COVID-19 may necessitate additional adjustments in future forecasts of expected losses.

Although the Partnership cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Partnership results of future operations, financial position, and liquidity in fiscal year 2021 and beyond.

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FINRA

On May 3, 2013, the FINRA Department of Enforcement filed a complaint naming Commonwealth Capital Securities Corp. (“CCSC”) and the owner of the firm, Kimberly Springsteen-Abbott, as respondents; however, on October 22, 2013, FINRA filed an amended complaint that dropped the allegations against CCSC and reduced the scope of the allegations against Ms. Springsteen-Abbott. The sole remaining charge was that Ms. Springsteen-Abbott had approved the misallocation of some expenses to certain Funds. Management believes that the expenses at issue include amounts that were proper and that were properly allocated to Funds, and also identified a smaller number of expenses that had been allocated in error, but were adjusted and repaid to the affected Funds when they were identified in 2012. During the period in question, Commonwealth Capital Corp. (“CCC”) and Ms. Springsteen-Abbott provided important financial support to the Funds, voluntarily absorbed expenses and voluntarily waived fees in amounts aggregating in excess of any questioned allocations. A Hearing Panel ruled on March 30, 2015, that Ms. Springsteen-Abbott should be barred from the securities industry because the Panel concluded that she allegedly misallocated approximately $208,000 of expenses involving certain Funds over the course of three years. As such, management had already at that time reallocated back approximately $151,225 of the $208,000 (in allegedly misallocated expenses) to the affected funds, which was fully documented, as good faith payments for the benefit of those Income Funds.

The decision of the Hearing Panel was stayed when it was appealed to FINRA's National Adjudicatory Council (the “NAC”) pursuant to FINRA Rule 9311. The NAC issued a decision that upheld the lower panel’s ruling and the bar took effect on August 23, 2016. Ms. Springsteen-Abbott appealed the NAC’s decision to the U.S. Securities and Exchange Commission (the “SEC”). On March 31, 2017, the SEC criticized that decision as so flawed that the SEC could not even review it, and remanded the matter back to FINRA for further consideration consistent with the SEC’s remand, but did not suggest any view as to a particular outcome.

On July 21, 2017, FINRA reduced the list of 1,840 items totaling $208,000 to a remaining list of 87 items totaling $36,226 (which includes approximately $30,000 of continuing education expenses for personnel providing services to the Funds), and reduced the proposed fine from $100,000 to $50,000, but reaffirmed its position on the bar from the securities industry. Respondents promptly appealed FINRA’s revised ruling to the SEC. All the requested or allowed briefs have been filed with the SEC. Despite offering no additional evidence or legal reasoning from when SEC originally remanded this matter (for FINRA’s opinion being an unreviewably flawed opinion), the SEC upheld FINRA’s new order on February 7, 2020 to bar, but eliminated FINRA’s proposed fine. Ms. Springsteen-Abbott has filed a Petition for Review in the United States Court of Appeals for the District of Columbia Circuit to review a final order entered against her by the U.S. Securities and Exchange Commission. On February 26, 2021, the United States Court of Appeals for the District of Columbia Circuit, made their ruling. They dismissed in part and denied in part Ms. Springsteen-Abbott’s petition. This was regardless of CCC’s good faith reimbursements made many years ago of the questioned expense items of $208,000 (due to improper documentation), initially claimed misallocations by FINRA, even prior to FINRA’s reducing its final claim to $36,226.

Prior to the original appeal to the SEC, Ms. Springsteen-Abbott discovered CCC’s required documentation of these items for FINRA review, which FINRA refused to consider, despite such efforts the District Court upheld the bar, despite admittingly not addressing her “due process” rights, for legal administrative procedural reasons. However, given the SEC’s prior removal of FINRA’s fine and the District Court upholding that removal, the General Partner anticipates that this ruling will not result in any material financial impact to the Funds.

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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, 2020 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.


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 $900 billion equipment finance sector, showed their overall new business volume for MarchSeptember was $9.3$9.2 billion, up 4%6 percent year-over-year from new business volume in MarchSeptember 2020. Volume was up 26%8 percent month-to-month from $7.4$9.9 billion in February.August. Year-to-date, cumulative new business volume was down 1%up 10 percent compared to 2020.

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Receivables over 30 days were 1.9%,1.6 percent, down from 2.1%1.8 percent the previous month and down from 2.6%2.0 percent in the same period in 2020. Charge-offs were 0.43%, down0.35 percent, up from 0.55%0.23 percent the previous month and down from 0.55%0.82 percent in the year-earlier period.

Credit approvals totaled 77%, up76.3 percent, unchanged from 75.8% in February.August. Total headcount for equipment finance companies was down 15.2%14.0 percent year-over-year, a decrease due to significant downsizing at an MLFI reporting company.

Separately, the Equipment Leasing & Finance Foundation’s Monthly Confidence Index (MCI-EFI) in AprilOctober is an all-time high of 76.1, and61.1, an increase from the MarchSeptember index of 67.7. 

60.5.

ELFA President and CEO Ralph Petta said, “The“Originations in the equipment finance industry appearscontinue to tick up, with September new business volume showing good growth compared to the same period last year. Supply chain disruptions and inflation concerns continue, with the Fed poised to take advantagegradually ease its asset purchases in the near term. For now, liquidity is abundant and businesses are acquiring the productive equipment necessary to respond to customer demand in a variety of an economic tailwind thatmarket sectors. Portfolio quality is manifesting itself in an improving labor market, a continued low interest-rate environment, a strong corporate earnings season, and high business confidence that is creating demandmixed, however, with lower delinquencies offset by slightly higher charge offs for investment in commercial equipment.  ELFA member organizations also report improving portfolio quality, which is reflective of their customers’ ability to meet their payment obligations as the pandemic’s grip on many businesses loosens.25 responding MLFI participants.

Marci Slagle,

Robert L. Boyer, President, BankFinancialFirst Commonwealth Equipment Finance, said, “Thus far“The September MLFI data display encouraging signs of improvement for the industry with new business volume increasing and delinquency decreasing from August. Losses are trending higher but remain in 2021, asa range below what we saw in comparable, pre-pandemic periods. Looking forward, it seems this is a story of tailwinds and headwinds. A slight increase in the Foundation's October Monthly Confidence Index, reduced levels of COVID-19 cases from the late summer peak and increasing demand are indications that things will continue to work our way throughimprove. On the pandemic, market demand has remained high, both on applicationsother hand, supply chain disruption, significant increases in equipment prices and credit approvals. Our existing portfolioslow worker supply continue to remain stable, with few leases stretching payables along while the underlying financials remain strong. Approval to funding continues to lag a bit as the supply chain stretches, especially when there are multiple and/or foreign vendors involved.  Overall, continuing into second quarter, there seems to be continued growth and strength across all ofhamper expansion in major industry sectors our markets, which encompass small, middle, corporate and governmental.industry serves. This should really make for an interesting fourth quarter.

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.

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.

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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 the 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.

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,September 30, 2021, 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.

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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 sources of cash for the threenine months ended March 31,September 30, 2021, were cash provided by net proceeds from the sale of equipment of approximately $9,000.$195,000. This compares to the nine months ended September 30, 2020 where our primary sources of cash for the threenine months ended March 31,September 30, 2020, ofwere cash provided by operating activities of approximately $62,000, net proceeds from the sale of equipment of approximately $139,000$172,000 and distributions from investment in COF2 of approximately $4,000.

Our primary useuses of cash for the threenine months ended March 31,September 30, 2021 was limited partnerwere cash used in operating activities of approximately $566,000, capital expenditures in investing activities of approximately $39,000 and redemptions of approximately $37,000. This compares toFor the nine months ended September 30, 2020, our primary useuses of cash for the three months ended March 31, 2020were capital expenditures in investing activities of limited partnerapproximately $52,000, redemptions of approximately $29,000.

$29,000, equipment acquisition fees paid to General Partner of approximately $9,000 and debt placement fees of approximately $2,000.

Cash was used in operating activities for the threenine months ended March 31,September 30, 2021 wasof approximately $213,000,$566,000, including a net loss of approximately $147,000$301,000 and depreciation and amortization expenses of approximately $298,000.$817,000. Other noncash activities included in the determination of net lossgain include direct payments to banks by lessees of approximately $200,000.$339,000. This compares to the nine months ended September 30, 2020 with cash used inprovided by operating activities for the three months ended March 31, 2020, of approximately $189,000,$62,000, including a net incomeloss of approximately $15,000$331,000, bad debt expense of approximately $109,000 and depreciation and amortization expenses of approximately $364,000.$1,037,000. Other noncash activities included in the determination of net incomegain include direct payments to banks by lessees of approximately $307,000.

$860,000.

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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 2021 as management focuses on additional equipment acquisitions and funding limited partner distributions.


acquisitions.

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

At March 31,September 30, 2021, cash and cash equivalents werewas held in one bank account maintained at one financial institution with an aggregate balance of approximately $260,000.$106,000. Bank accounts are federally insured up to $250,000 by the FDIC.$250,000. At March 31,September 30, 2021, the total cash bank balance was as follows:

At March 31, 2021
Balance
Total bank balance
$260,000
FDIC insured
(250,000)
Uninsured amount
$10,000

At September 30, 2021

 

Balance

 

Total bank balance

 

$106,000

 

FDIC insured

 

 

(106,000)

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 2021 due to many factors, including the pace of cash receipts, equipment acquisitions and distributions to limited partners.

As of March 31,September 30, 2021, we had future minimum rentals on non-cancelable operating leases of approximately $451,500$119,000 for the balance of the year ending December 31, 2021 and approximately $232,500$348,000 thereafter.

As of March 31,September 30, 2021, we had future minimum rentals on non-cancelable finance leases of approximately $9,000$3,000 for the balance of the year ending December 31, 2021 and approximately $35,000 through 2024.

thereafter.

As of March 31,September 30, 2021, our non-recourse debt was approximately $272,000$139,000 with interest rates ranging from 4.10% through 6.00%5.00% and is payable through November 2024.

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.

RESULTS OF OPERATIONS

Three months ended March 31,September 30, 2021 compared to three months ended March 31,September 30, 2020

Lease Revenue

Our lease revenue decreased to approximately $349,000$344,000 for the three months ended March 31,September 30, 2021, fromcompared to approximately $498,000$386,000 for the three months ended March 31,September 30, 2020. The Partnership had 3214 and 5432 active operating leases that generated lease revenue for the three months ended March 31,September 30, 2021 and 2020, respectively. This decrease is primarily due to more lease agreements ending versus new lease agreements being acquired.Management expects to add new leases to our portfolio throughout the remainder of 2021, funded primarily through debt financing.

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Sale of Equipment

For the three months ended March 31,September 30, 2021, the Partnership sold equipment with net book value of approximately $0$125,000 for a net gain of approximately $9,000. For$6,000. Compared to the three months ended MarchSeptember 30, 2020, the Partnership sold equipment with net book value of approximately $81,000$22,000 for a net gain of approximately $58,000.

$7,000.

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 decreased to approximately $178,000$128,000 for the three months ended March 31,September 30, 2021, from approximately $236,000$148,000 for the three months ended March 31,September 30, 2020. This decrease is primarily due to a decrease in other LP“Other LP” expenses charged by CCC for the administration of the Partnership of approximately $25,000, a decrease in legal fees of approximately $17,000,$23,000, a decrease in accounting fees of approximately $11,000$9,000 and a decrease in recruiting feesoutside office services expenses of approximately $10,000,$3,000, partially off-setoffset by an increase in penalty & interest expensetemporary services expenses of approximately $8,000.

$16,000.

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 decreased to approximately $18,000$17,000 for the three months ended March 31,September 30, 2021, from approximately $25,000$19,000 for the three months ended March 31,September 30, 2020.This decrease is consistent with the decrease in lease revenue.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $298,000$226,000 for the three months ended March 31,September 30, 2021, from approximately $364,000$322,000 for the three months ended March 31,September 30, 2020. 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,September 30, 2021.

Net (Loss)/Income

Loss

For the three months ended March 31,September 30, 2021, we recognized revenue of approximately $382,000,$384,000, expenses of approximately $516,000$402,000 and other loss of $13,000,$7,000, resulting in net loss of approximately $147,000.$25,000. For the three months ended September 30, 2020, we recognized revenue of approximately $409,000, expenses of approximately $598,000 and other loss of $500, resulting in net loss of approximately $189,500. This change in net loss is primarily attributabledue to the loss in investment from COF2 related to sale of equipment and changes in revenue and expenses as discusseddescribed above.

Nine months ended September 30, 2021 compared to nine months ended September 30, 2020

Lease Revenue

Our lease revenue decreased to approximately $998,000 for the nine months ended September 30, 2021, from approximately $1,412,000 for the nine months ended September 30, 2020. The Partnership had 33 and 56 active operating leases that generated lease revenue for the nine months ended September 30, 2021 and 2020, respectively. Contributions to lease revenue during nine months ended September 30, 2021, is partially due to the following contract buyouts and terminations of ADP, Cummins and Equipment Share. Management expects to add new leases to our portfolio throughout the remainder of 2021, funded primarily through debt financing.

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Sale of Equipment

For the threenine months ended MarchSeptember 30, 2021, the Partnership sold fully depreciated equipment with a net book value of approximately $125,000 for a net gain of approximately $70,000. On January 31, 2020 the Partnership entered into a Purchase and Sale Agreement, (the “Purchase Agreement”) with Cummins, Inc. (the “Buyer”) to sell to the Buyer approximately 1,475 items of equipment that the Buyer previously leased from the Company. The General Partner allocated to the Partnership its share of approximately $114,000, for the sale price of primarily, Small IBM Servers and High Volume & Spec Printers and recorded a gain on sale of equipment of approximately $51,000. For the nine months ended September 30, 2020, the Partnership sold equipment to other customers besides Cummins with net book value of approximately $63,000 for a net loss of approximately $6,000 (for total net book value of approximately $122,000 and total net gain of approximately $44,000, after adding for Cummins gain).

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 decreased to approximately $462,000 for the nine months ended September 30, 2021, from approximately $586,000 for the nine months ended September 30, 2020. This decrease is primarily due to a reduction in “Other LP” expenses charged by CCC for the administration of the Partnership of approximately $50,000, a decrease legal fees associated with the FINRA matter (see Item 1. Legal Proceedings) of approximately $44,000, a decrease in accounting fees of approximately $19,000, a decrease in expenses related to the corporate office relocation of approximately $13,000, a decrease in recruiting fees of approximately $10,000, a decrease in IT expenses of approximately $5,000 and a decrease in outside office services expenses of approximately $4,000, partially offset by an increase in temporary services expenses of approximately $20,000.

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 decreased to approximately $50,000 for the nine months ended September 30, 2021 from approximately $67,000 for the nine months ended September 30, 2020.

Depreciation and Amortization Expense

Depreciation and amortization expenses consist of depreciation on equipment and amortization of equipment acquisition fees. These expenses decreased to approximately $817,000 for the nine months ended September 30, 2021, from approximately $1,037,000 for the nine months ended September 30, 2020. 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 nine months ended September 30, 2021.

Net Loss

For the nine months ended September 30, 2021, we recognized revenue of approximately $1,140,000, expenses of approximately $1,399,000 and other loss of $42,000, resulting in net loss of approximately $301,000. For the nine months ended September 30, 2020, we recognized revenue of approximately $577,000,$1,512,000, expenses of approximately $680,000$1,899,000 and other gain of $118,000,$56,000, resulting in net incomeloss of approximately $15,000.


$331,000. This change in net loss is due to the changes in revenue and expenses as described above.

Item 3. Quantitative and Qualitative Disclosures Aboutabout Market Risk

N/A

Item 4. Controls and Procedures

Our management, under the supervision and with the participation of the General Partner’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures related to our reporting and disclosure obligations as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, the General Partner’s Chief Executive Officer and Principal Financial Officer have concluded that, as of March 31,September 30, 2021, our disclosure controls and procedures are effective in ensuring that information relating to us which is required to be disclosed in our periodic reports filed or submitted under the Securities Exchange Act of 1934 is (a) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) accumulated and communicated to management, including the General Partner’s Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in the Partnership’s internal control over financial reporting during the firstthird quarter of 2021 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting.

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Part II: OTHER INFORMATION

Item 1. Commitments and Contingencies

N/A

Item 2. Legal Proceedings

FINRA

On May 3, 2013, the FINRA Department of Enforcement filed a complaint naming Commonwealth Capital Securities Corp. (“CCSC”) and the owner of the firm, Kimberly Springsteen-Abbott, as respondents; however, on October 22, 2013, FINRA filed an amended complaint that dropped the allegations against CCSC and reduced the scope of the allegations against Ms. Springsteen-Abbott. The sole remaining charge was that Ms. Springsteen-Abbott had approved the misallocation of some expenses to certain Funds. Management believes that the expenses at issue include amounts that were proper and that were properly allocated to Funds, and also identified a smaller number of expenses that had been allocated in error, but were adjusted and repaid to the affected Funds when they were identified in 2012. During the period in question, Commonwealth Capital Corp. (“CCC”) and Ms. Springsteen-Abbott provided important financial support to the Funds, voluntarily absorbed expenses and voluntarily waived fees in amounts aggregating in excess of any questioned allocations. A Hearing Panel ruled on March 30, 2015, that Ms. Springsteen-Abbott should be barred from the securities industry because the Panel concluded that she allegedly misallocated approximately $208,000 of expenses involving certain Funds over the course of three years. As such, management had already at that time reallocated back approximately $151,225 of the $208,000 (in allegedly misallocated expenses) to the affected funds, which was fully documented, as good faith payments for the benefit of those Income Funds.

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The decision of the Hearing Panel was stayed when it was appealed to FINRA's National Adjudicatory Council (the “NAC”) pursuant to FINRA Rule 9311. The NAC issued a decision that upheld the lower panel’s ruling and the bar took effect on August 23, 2016. Ms. Springsteen-Abbott appealed the NAC’s decision to the U.S. Securities and Exchange Commission (the “SEC”). On March 31, 2017, the SEC criticized that decision as so flawed that the SEC could not even review it, and remanded the matter back to FINRA for further consideration consistent with the SEC’s remand, but did not suggest any view as to a particular outcome.

On July 21, 2017, FINRA reduced the list of 1,840 items totaling $208,000 to a remaining list of 87 items totaling $36,226 (which includes approximately $30,000 of continuing education expenses for personnel providing services to the Funds), and reduced the proposed fine from $100,000 to $50,000, but reaffirmed its position on the bar from the securities industry. Respondents promptly appealed FINRA’s revised ruling to the SEC. All the requested or allowed briefs have been filed with the SEC. Despite offering no additional evidence or legal reasoning from when SEC originally remanded this matter (for FINRA’s opinion being an unreviewably flawed opinion), the SEC upheld FINRA’s new order on February 7, 2020 to bar, but eliminated FINRA’s proposed fine. Ms. Springsteen-Abbott has filed a Petition for Review in the United States Court of Appeals for the District of Columbia Circuit to review a final order entered against her by the U.S. Securities and Exchange Commission. On February 26, 2021, the United States Court of Appeals for the District of Columbia Circuit, made their ruling. They dismissed in part and denied in part Ms. Springsteen-Abbott’s petition. This was regardless of CCC’s good faith reimbursements made many years ago of the questioned expense items of $208,000 (due to improper documentation), initially claimed misallocations by FINRA, even prior to FINRA’s reducing its final claim to $36,226.

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Prior to the original appeal to the SEC, Ms. Springsteen-Abbott discovered CCC’s required documentation of these items for FINRA review, which FINRA refused to consider, despite such efforts the District Court upheld the bar, despite admittingly not addressing her “due process” rights, for legal administrative procedural reasons. However, given the SEC’s prior removal of FINRA’s fine and the District Court upholding that removal, the General Partner anticipates that this ruling will not result in any material financial impact to the Funds.

Item 2A. Risk Factors

COVID-19 Pandemic

The amount of revenue recognized and the pattern of revenue recognition may be impacted by COVID-19. Some of the business sectors that we service such as education centers, medical facilities, payroll administrators, manufacturing and transportation, we may need to account for returns and refund liabilities. The pattern of revenue recognition may change for delays in rendering services.

In periods ended subsequent to the outbreak of COVID-19, the impact on expected credit losses and future cash flow projections used in impairment testing will need to be considered.

The Company continues to evaluate whether adjustments to the financial statements are required or whether additional disclosures are necessary. In our leasing business, the Company is always subject to credit losses as it relates to a customer’s ability to make timely rental payments. The impact of COVID-19 may contribute to risk of non-performance, where a customer may experience financial difficulty and may delay in making timely payments.

The Company recognizes impairment of receivables and loans when losses are incurred, which is when it is probable that an entity will be unable to collect all amounts due according to the contractual terms of the arrangement. Impairment is measured based on the present value of expected future cash flows discounted at the receivable’s or loans effective interest rate, except that, as a practical expedient, impairment can be measured based on a receivable’s or loans’ observable market price or the fair value of the underlying collateral.

The Company believes its estimate of expected losses have been recognized based on historical experience, current conditions, and reasonable forecasts. The impacts of COVID-19 may necessitate additional adjustments in future forecasts of expected losses.

Although the Partnership cannot estimate the length or gravity of the impact of the COVID-19 outbreak at this time, if the pandemic continues, it may have a material adverse effect on the Partnership results of future operations, financial position, and liquidity in fiscal year 2021 and beyond.


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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

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

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

May 24,

November 18, 2021

By:

/s/ Kimberly A. Springsteen-Abbott

Date

Kimberly A. Springsteen-Abbott

Chief Executive Officer And Principal Financial Officer

Commonwealth Income & Growth Fund, Inc.

 
May 24, 2021
Date

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By: /s/ Theodore Cavaliere
Theodore Cavaliere
Vice President, Financial Operations Principal
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