Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
|X| Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended June 30, 2001
|_| Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the transition period from _______ to _______
Commission File Number 0-23842
ATEL Cash Distribution Fund V, L.P.
(Exact name of registrant as specified in its charter)
California 94-3165807
- ---------- ----------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
235 Pine Street, 6th Floor, San Francisco, California 94104
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 989-8800
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X|
No |_|
DOCUMENTS INCORPORATED BY REFERENCE
None
1
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
2
ATEL CASH DISTRIBUTION FUND V, L.P.
BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
(Unaudited)
ASSETS
2001 2000
---- ----
Cash and cash equivalents $268,705 $1,571,943
Accounts receivable, net of allowance for
doubtful accounts of $100,605 in
2001, none in 2000 1,620,612 2,299,308
Other receivables, net of allowance for
doubtful accounts of $100,605 in 2000 - 1,309,783
Investments in leases 39,506,267 44,819,860
----------------- -----------------
$41,395,584 $50,000,894
================= =================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $13,481,519 $16,389,312
Line of credit 2,000,000 1,000,000
Accounts payable
Other 791,964 860,649
General partner 317,754 76,886
Equipment purchases 1,352 1,352
Accrued interest expense 37,799 61,866
Unearned lease income 127,398 194,253
----------------- -----------------
Total liabilities 16,757,786 18,584,318
Partners' capital:
General partner 193,836 186,646
Limited partners 24,443,962 31,229,930
----------------- -----------------
Total partners' capital 24,637,798 31,416,576
----------------- -----------------
Total liabilities and partners' capital $41,395,584 $50,000,894
================= =================
See accompanying notes.
3
ATEL CASH DISTRIBUTION FUND V, L.P.
INCOME STATEMENTS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2001 AND 2000
(Unaudited)
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Revenues:
Leasing activities:
Operating lease revenues $ 2,923,158 $ 5,469,468 $ 1,369,719 $ 2,658,394
Direct financing leases 293,896 715,939 142,506 325,811
Leveraged leases 30,753 44,933 16,510 42,523
Gain (loss) on sales of assets 213,005 904,239 (69,182) 754,161
Interest income 20,087 62,975 6,396 23,811
Other 1,237,683 14,167 1,236,518 8,882
----------------- ---------------- ----------------- -----------------
4,718,582 7,211,721 2,702,467 3,813,582
Expenses:
Depreciation and amortization 2,327,175 3,472,054 1,143,759 1,792,537
Interest 578,133 716,903 284,224 378,879
Cost reimbursements to General Partner 414,801 195,594 240,968 123,244
Equipment and incentive management fees 315,029 491,787 212,537 375,864
Other 156,899 115,425 84,699 62,185
Professional fees 111,942 69,372 40,206 48,394
Railcar maintenance 95,607 138,570 83,997 43,994
----------------- ---------------- ----------------- -----------------
3,999,586 5,199,705 2,090,390 2,825,097
----------------- ---------------- ----------------- -----------------
Net income $ 718,996 $ 2,012,016 $ 612,077 $ 988,485
================= ================ ================= =================
Net income:
General partner $ 7,190 $ 20,120 $ 6,121 $ 9,885
Limited partners 711,806 1,991,896 605,956 978,600
----------------- ---------------- ----------------- -----------------
$ 718,996 $ 2,012,016 $ 612,077 $ 988,485
================= ================ ================= =================
Weighted average number of units
outstanding 12,497,000 12,497,000 12,497,000 12,497,000
Net income per limited partnership unit $0.06 $0.16 $0.05 $0.08
See accompanying notes.
4
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
SIX MONTH PERIOD ENDED
JUNE 30, 2001
(Unaudited)
Limited Partners General
Units Amount Partners Total
Balance December 31, 2000 12,497,000 $31,229,930 $ 186,646 $ 31,416,576
Distributions to limited partners (7,497,774) - (7,497,774)
Net income 711,806 7,190 718,996
----------------- ---------------- ----------------- -----------------
Balance June 30, 2001 12,497,000 $24,443,962 $ 193,836 $ 24,637,798
================= ================ ================= =================
See accompanying notes.
5
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENTS OF CASH FLOWS
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2001 AND 2000
(Unaudited)
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Operating activities:
Net income $ 718,996 $ 2,012,016 $ 612,077 $ 988,485
Adjustments to reconcile net income
to net cash provided by operations
Leveraged lease income (30,753) (44,933) (16,510) (42,523)
Depreciation and amortization 2,327,175 3,472,054 1,143,759 1,792,537
(Gain) loss on sales of assets (213,005) (904,239) 69,182 (754,161)
Changes in operating assets and liabilities:
Accounts receivable 678,696 647,509 430,042 (93,252)
Accounts payable, general partner 240,868 153,137 215,262 129,373
Accounts payable, other (68,685) 485,422 (29,514) 473,390
Accrued interest expense (24,067) (16,683) (9,769) (6,681)
Unearned lease income (66,855) (145,174) 48,127 (1,505)
----------------- ---------------- ----------------- -----------------
Net cash provided by operating activities 3,562,370 5,659,109 2,462,656 2,485,663
----------------- ---------------- ----------------- -----------------
Investing activities:
Proceeds from sales of assets 2,193,637 4,639,702 (176,912) 2,553,842
Reduction in net investment in direct
financing leases 1,036,539 1,213,123 919,200 1,059,230
Payments received on notes receivable 1,309,783 159,569 1,309,783 159,569
Reduction in net investment in leveraged
leases - - (28,486) (4,820)
Purchase of equipment on operating leases - - - -
----------------- ---------------- ----------------- -----------------
Net cash provided by investing
activities 4,539,959 6,012,394 2,023,585 3,767,821
----------------- ---------------- ----------------- -----------------
6
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENTS OF CASH FLOWS
(Continued)
SIX AND THREE MONTH PERIODS ENDED
JUNE 30, 2001 AND 2000
(Unaudited)
Six Months Three Months
Ended June 30, Ended June 30,
-------------- --------------
2001 2000 2001 2000
---- ---- ---- ----
Financing activities:
Distributions to limited partners (7,497,774) (7,496,766) (3,749,028) (3,748,775)
Repayment of non-recourse debt (2,907,793) (3,425,449) (994,072) (1,723,611)
Borrowing under line of credit 3,000,000 - 2,000,000 -
Repayment of line of credit (2,000,000) - (2,000,000) -
----------------- ---------------- ----------------- -----------------
Net cash used in financing activities (9,405,567) (10,922,215) (4,743,100) (5,472,386)
----------------- ---------------- ----------------- -----------------
Net (decrease) increase in cash and
cash equivalents (1,303,238) 749,288 (256,859) 781,098
Cash at beginning of period 1,571,943 3,330,065 525,564 3,298,255
----------------- ---------------- ----------------- -----------------
Cash at end of period $ 268,705 $ 4,079,353 $ 268,705 $ 4,079,353
================= ================ ================= =================
Supplemental disclosure of cash flow
information:
Cash paid during the period for interest $ 602,200 $ 733,586 $ 293,993 $ 385,560
================= ================ ================= =================
See accompanying notes.
7
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)
1. Summary of significant accounting policies:
Interim financial statements:
The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners, necessary to a fair statement of financial
position and results of operations for the interim periods presented. All such
adjustments are of a normal recurring nature. These unaudited interim financial
statements should be read in conjunction with the most recent report on Form
10K.
2. Organization and partnership matters:
ATEL Cash Distribution Fund V, L.P. (the Partnership), was formed under the laws
of the State of California on September 23, 1992, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.
The Fund does not make a provision for income taxes since all income and losses
will be allocated to the Partners for inclusion in their individual tax returns.
3. Investment in leases:
The Partnership's investment in leases consists of the following:
Depreciation
Expense or Reclass-
December 31, Amortization ifications & June 30,
2000 of Leases Dispositions 2001
---- --------- - ------------- ----
Net investment in operating leases $ 32,786,220 $(2,204,816) $ (864,676) $29,716,728
Net investment in direct financing leases 10,806,430 (1,036,539) (620,563) 9,149,328
Net investment in leveraged leases 1,567,840 30,753 (275,987) 1,322,606
Residual interests 835,759 - - 835,759
Reserve for losses (2,224,816) - - (2,224,816)
Assets held for sale or lease 414,733 - (219,406) 195,327
Initial direct costs, net of accumulated
amortization of $1,396,983 in 2000 and
$1,354,139 in 2001 633,694 (122,359) - 511,335
------------------- ---------------- ----------------- -----------------
$ 44,819,860 $(3,332,961) $(1,980,632) $ 39,506,267
=================== ================ ================= =================
8
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)
3. Investments in leases (continued):
The following schedule provides an analysis of the Partnership's investment in
property on operating leases by major classifications as of December 31, 2000,
acquisitions and dispositions during the quarters ended March 31, 2001 and June
30, 2001 and as of June 30, 2001.
Reclassifications
December 31, & Dispositions June 30,
2000 1st Quarter 2nd Quarter 2001
---- ----------- ----------- ----
Transportation $ 39,986,135 $(1,955,780) $ (237,092) $ 37,793,263
Construction 11,811,563 (120,465) - 11,691,098
Materials handling 4,258,309 (518,682) (611,472) 3,128,155
Manufacturing 3,128,154 - 336,295 3,464,449
----------------- ---------------- ----------------- -----------------
59,184,161 (2,594,927) (512,269) 56,076,965
Less accumulated depreciation (26,397,941) 780,775 (743,071) (26,360,237)
----------------- ---------------- ----------------- -----------------
$ 32,786,220 $(1,814,152) $(1,255,340) $ 29,716,728
================= ================ ================= =================
All of the property on operating leases was acquired during 1993, 1994, 1995,
1996 and 1997.
At June 30, 2001, the aggregate amounts of future minimum lease payments are as
follows:
Year ending Direct
December 31, Financing Operating Total
------------ --------- --------- -----
2001 $ 957,874 $ 2,441,743 $ 3,399,617
2002 1,955,437 4,306,047 6,261,484
2003 428,734 1,689,714 2,118,448
2004 622,852 759,849 1,382,701
2005 496,654 821,534 1,318,188
Thereafter 4,514,770 4,639,279 9,154,049
----------------- ---------------- -----------------
$ 8,976,321 $14,658,166 $ 23,634,487
================= ================ =================
9
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)
4. Non-recourse debt:
Notes payable to financial institutions are due in varying monthly and
semi-annual installments of principal and interest. The notes are secured by
assignments of lease payments and pledges of the assets which were purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.33% to 10.53%.
Future minimum principal payments of non-recourse debt are as follows:
Year ending
December 31, Principal Interest Total
------------ --------- -------- -----
2001 $ 1,818,247 $ 465,474 $ 2,283,721
2002 2,725,049 694,127 3,419,176
2003 709,048 553,832 1,262,880
2004 453,006 513,642 966,648
2005 481,214 485,263 966,477
Thereafter 7,294,955 2,432,093 9,727,048
----------------- ---------------- -----------------
$ 13,481,519 $ 5,144,431 $ 18,625,950
================= ================ =================
5. Related party transactions:
The terms of the Agreement of Limited Partnership provide that the General
Partner and/or Affiliates are entitled to receive certain fees for equipment
acquisition, management and resale and for management of the Partnership.
The General Partner and/or Affiliates earned the following fees and commissions,
pursuant to the Agreement of Limited Partnership during the six month periods
ended June 30, 2001 and 2000 as follows:
2001 2000
---- ----
Equipment and incentive management fees $ 315,029 $ 491,787
Reimbursement of costs 414,801 195,594
----------------- -----------------
$729,830 $687,381
================= =================
10
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2001
(Unaudited)
6. Partner's capital:
The Fund is authorized to issue up to 12,500,000 Units of Limited Partnership
interest in addition to the Initial Limited Partners.
The Fund's Net Profits, Net Losses and Tax Credits are to be allocated 99% to
the Limited Partners and 1% to the General Partner.
As more fully described in the Agreement of Limited Partnership, available Cash
from Operations and Cash from Sales or Refinancing shall be distributed as
follows:
First, 5% of Distributions of Cash from Operations to the General Partner as
Incentive Management Fees.
Second, the balance to the Limited Partners until the Limited Partners have
received aggregate Distributions, as defined, in an amount equal to their
Original Invested Capital, as defined, plus a 10% per annum cumulative
(compounded daily) return on their Adjusted Invested Capital, as defined.
Third, the General Partner will receive as Incentive Management Fees, the
following:
(A) 10% of remaining Cash from Operations, as defined,
(B) 15% of remaining Cash from Sales or Refinancing, as defined.
Fourth, the balance to the Limited Partners.
7. Line of credit:
The Partnership participates with the General Partner and certain of its
Affiliates in a $62,000,000 revolving credit agreement with a group of financial
institutions which expires on April 12, 2002. The agreement includes an
acquisition facility and a warehouse facility which are used to provide bridge
financing for assets on leases. Draws on the acquisition facility by any
individual borrower are secured only by that borrower's assets, including
equipment and related leases. Borrowings on the warehouse facility are recourse
jointly to certain of the Affiliates, the Partnership and the General Partner.
The Partnership had $2,000,000 of borrowings under the agreement at June 30,
2001.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of June 30,
2001.
8. Other income:
During the second quarter of 2001, the Partnership recognized a gain of
$1,234,542 upon the receipt of proceeds from the bankruptcy of Schwegmann's
Giant Supermarkets, a former lessee of the Partnership.
11
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
Funds which have been received, but which have not yet been invested in leased
equipment, are invested in interest-bearing accounts or high-quality/short-term
commercial paper.
The Partnership currently has available adequate reserves to meet contingencies,
but in the event those reserves were found to be inadequate, the Partnership
would likely be in a position to borrow against its current portfolio to meet
such requirements. The General Partner envisions no such requirements for
operating purposes.
As of June 30, 2001, the Partnership had borrowed $58,317,911. The remaining
unpaid balance at that date was $13,481,519. Borrowings are to be non-recourse
to the Partnership, that is, the only recourse of the lender is to the equipment
or corresponding lease acquired or secured with the loan proceeds. The General
Partner expects that aggregate borrowings in the future will be approximately
40% of aggregate equipment cost. In any event, the Agreement of Limited
Partnership limits such borrowings to 40% of the total cost of equipment, in
aggregate.
The Partnership participates with the General Partner and certain of its
affiliates in a $62,000,000 revolving line of credit with a group of financial
institutions. The line of credit expires on April 12, 2002.
No commitments of capital have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 2001, there were no such
commitments.
If inflation in the general economy becomes significant, it may affect the
Partnership inasmuch as the residual (resale) values and rates on re-leases of
the Partnership's leased assets may increase as the costs of similar assets
increase. However, the Partnership's revenues from existing leases would not
increase, as such rates are generally fixed for the terms of the leases without
adjustment for inflation.
If interest rates increase significantly, the lease rates that the Partnership
can obtain on future leases will be expected to increase as the cost of capital
is a significant factor in the pricing of lease financing. Leases already in
place, for the most part, would not be affected by changes in interest rates.
Cash flows
For both the three and six month periods in 2001 and 2000, the Partnership's
primary source of cash flows from operations was rents from operating leases.
In 2001 and 2000, the most significant source of cash from investing activities
in both the six and three month periods was proceeds from sales of lease assets.
Rents from direct financing leases were also significant in both the three and
six month periods. In May 2001, the Partnership received payment on the amounts
carried as notes receivable ($1,309,783). The Partnership has no other notes
receivable.
In 2001, the only financing source of cash was $3,000,000 borrowed on the line
of credit. In 2000, there were no sources of cash from financing activities.
Distributions to the Limited Partners was the primary financing use of cash and
it did not change significantly from the prior year. Cash used to repay
non-recourse debt has decreased as a result of scheduled debt reductions.
12
Results of operations
The primary source of revenues is operating leases and is expected to remain so
in future periods. As leases reach their scheduled terminations, the Partnership
expects to either sell the assets or to re-lease them. Revenues from succeeding
leases are usually lower than the amounts received on earlier leases. As a
result, lease rents are expected to decline in future periods until all of the
assets are sold. Operating lease revenues declined by $2,546,310 (from
$5,469,468 in 2000 to $2,923,158 in 2001) for the six month periods and
$1,288,675 (from $2,658,394 in 200 to $1,369,719 in 2001) for the three month
periods.
Depreciation is the Partnership's largest expense and is related directly to
operating lease assets and revenues. Depreciation also decreased for both the
three and six month periods as a result of these lease terminations.
In 2001, sales of assets resulted in a gain of $213,005 for the six month period
and a loss of $69,182 for the three month period compared to gains of $904,239
for the six month period and $754,161 for the three month period in 2000.
Interest expense has declined for both the six and three month periods as a
result of decreased total debt balances compared to 2000. Debt balances have
been reduced as a result of scheduled debt payments.
Management fees are related to lease revenues (equipment management fees) and
the amounts of cash generated from operations which is distributed to the
limited partners (incentive management fees). Lease revenues declined compared
to 2000 as noted above. More of the distributions to the limited partners came
from the proceeds of asset sales (on which no management fees are being paid)
rather than from cash generated from operations. These gave rise to the
decreases in management fees compared to 2000.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The following is a discussion of legal matters involving the Partnership but
which do not represent claims against the Partnership or its assets, except for
the claim by Republic Financial Corporation described below. No other material
legal proceedings are currently pending against the Partnership or against any
of its assets.
Schwegmann's Giant Supermarkets:
In October 1997, Schwegmann's Giant Supermarkets defaulted on the timely
performance of the lease payments, and certain other obligations under the
lease, with respect to two of five locations of retail grocery store fixtures
and equipment, with a receivable balance then totaling approximately $1.7
million. The remaining portion of the lease payments with respect to three of
five stores was assumed by SGSM Acquisition Company (a subsidiary of Kohlberg
and Co.) ("SGSM"). Payments with respect to these leases remained current until
February 1999; however, on March 26, 1999, SGSM filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. On February 22, 2000, and then on
September 20, 2000, two of the obligors under the original lease, Schwegmann
Westside Expressway Inc. and Schwegmann Giant Supermarkets Partnership, filed
for protection under Chapter 11 of the U.S. Bankruptcy Code, respectively.
The Partnership has liquidated all equipment leased under their lease, resulting
in net proceeds of $384,353.41, which represents 9.26% of original equipment
cost.
13
The Partnership obtained and recorded a judgment against the lessee and
guarantors in the approximate amount of $2.8 million, and pursued recovery of
these liquidated damages, plus expenses, due under the lease. The lessee claimed
sufficient assets to satisfy the claims of all secured creditors of the lessee;
however, the lessee's assets are primarily relatively illiquid real property
investments. The lessee received $15,000,000 in proceeds from a parcel of real
property sold to a large home improvement retail chain, which amount was
sufficient to pay off substantially all of the creditors, including the
Partnership's claim of $2.8 million. As of this date, the Partnership has
received in excess of $2.6 million in satisfaction of its claim, and the General
Partner believes that it has a reasonable basis for assuming recovery of its
remaining liquidated damages balance, in the approximate amount of $800,000 in
full satisfaction of its claim.
Pegasus Gold Corporation:
On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter
11 of the U.S. Bankruptcy Code. The initial meeting of creditors established by
the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the
Partnership had previously been leveraged on a non-recourse basis with The CIT
Group/Equipment Financing, Inc. ("CIT"), and all lease receivables (currently
estimated at $2,211,902 as of February 14, 2001) were assigned to the lender.
Consequently, the Partnership's exposure is no greater than the fair market
residual value of the equipment under lease, currently estimated at $1,101,803.
The reorganized lessee/debtor has assumed the Partnership's lease in the
Bankruptcy Court and cured all past due payments which are now current. The
Partnership has entered into an Escrow Agreement with CIT, wherein CIT has
agreed not to foreclose on the Partnership's interest so long as the lessee
continues to perform under the lease.
At this time, the lessee is current in its lease obligations. The ultimate
recovery under this lease is dependent on the price of gold remaining at a level
sufficient to make the lessee's operations profitable, and, consequently, any
assessment of the impact of an adverse outcome of this matter remains uncertain.
The original seven-year lease term expires on December 31, 2003.
Quaker Coal Company:
On December 31, 1997, Quaker Coal Company requested a moratorium on lease
payments from January through March 1998. No lease payments were made by the
lessee through June of 1998, and as a result, the General Partner declared the
lease in default. Subsequently, the lessee cured the outstanding payments and
eventually satisfied substantially all lease payments due under the Lease;
however, the General Partner refused to waive the default and insisted on
contractual damages. The General Partner filed a suit against the lessee for its
contractual damages in the U.S. District Court of Northern California (the
"Court") (Case No. 98-02971 THE). On June 16, 2000, the lessee filed for
protection under Chapter 11 of the U.S. Bankruptcy Code. The amounts of these
damages have not been included in the financial statements included in Part I,
Item 1 of this report.
The Partnership obtained a stipulation for relief from the automatic bankruptcy
stay to allow the Court to issue its ruling, and filed a request to participate
on the Official Committee of Unsecured Creditors in the bankruptcy proceedings.
The Partnership succeeded upon securing the return of its equipment, which has
been liquidated, netting approximately 17% of the original equipment cost. The
Court issued a ruling on March 4, 2001, denying the Partnership's claim for
damages. The Lessee subsequently filed a claim against the Partnership, for
reimbursement of its legal expenses. The General Partner believes the Court's
decision is erroneous, as a matter law, and has filed an appeal of the decision
in the U.S. District Court of Appeals.
The lessee filed a plan of reorganization, which has been objected to by several
large creditors, including the General Partner. These creditors are also seeking
a formal role on the creditors committee or formation of their own committee.
Currently, the likelihood of recovery of amounts above the payment of the lease
rent and the liquidation of the equipment is speculative and highly uncertain.
14
Republic Transportation Finance, Inc.:
On September 11, 2000, Republic Transportation Finance, Inc. and its parent,
Republic Financial Corporation (collectively, "Republic"), filed suit against
the Partnership, claiming relief in the approximate amount of $1,110,770,
representing Republic's interpretation of their proceeds to a residual sharing
arrangement. The Partnership does not dispute that remarketing proceeds are owed
to Republic, merely the amount. The Partnership believes that Republic is
entitled to approximately $587,317, based upon the Partnership's interpretation
of the contract. The Partnership believes that the suit is without merit, and
aggressively defend the action. Although the Partnership lost its request for
dismissal of the suit for failure of establishing personal jurisdiction, and was
prepared to defend on the merits of the case, it simultaneously sought an
acceptable settlement. Although the Partnership believed it had a reasonable
basis for prevailing, it agreed to settle this matter for a total of $750,000.
Item 6. Exhibits And Reports On Form 8-K.
(a)Documents filed as a part of this report
1. Financial Statements
Included in Part I of this report:
Balance Sheets, June 30, 2001 and December 31, 2000.
Statements of operations for the six and three month
periods ended June 30, 2001 and 2000.
Statement of changes in partners' capital for the six
months ended June 30, 2001. Statements of cash flows for
the six and three month periods ended June 30, 2001 and
2000.
Notes to the Financial Statements.
2. Financial Statement Schedules
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have
been omitted.
(b) Report on Form 8-K
None
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date:
August 8, 2001
ATEL CASH DISTRIBUTION FUND V, L.P.
(Registrant)
By: ATEL Financial Services, LLC
General Partner of Registrant
By: /s/ DEAN L. CASH
----------------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner
By: /s/ PARITOSH K. CHOKSI
-------------------------------------
Paritosh K. Choksi
Executive Vice President of
General Partner, Principal
financial officer of registrant
By: /s/ DONALD E. CARPENTER
--------------------------------------
Donald E. Carpenter,
Principal accounting officer of
registrant
16