Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.
For the quarterly period ended September 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 000-23842
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
SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
(Unaudited)
ASSETS
2001 2000
---- ----
Cash $ 152,593 $ 1,571,943
Accounts receivable 1,780,715 2,299,308
Other receivables, net of allowance for
doubtful accounts of $100,605 in 2000 - 1,309,783
Investments in leases 37,619,433 44,819,860
---------------- -----------------
$ 39,552,741 $ 50,000,894
================ =================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $ 12,466,023 $ 16,389,312
Line of credit 5,500,000 1,000,000
Accounts payable
Other 162,303 860,649
General Partner 39,482 76,886
Equipment purchases 1,352 1,352
Accrued interest 27,831 61,866
Unearned lease income 125,104 194,253
---------------- -----------------
Total liabilities 18,322,095 18,584,318
Partners' capital:
General Partner 190,204 186,646
Limited Partners 21,040,442 31,229,930
---------------- -----------------
Total partners' capital 21,230,646 31,416,576
---------------- -----------------
Total liabilities and partners' capital $ 39,552,741 $ 50,000,894
================ =================
See accompanying notes.
3
ATEL CASH DISTRIBUTION FUND V, L.P.
INCOME STATEMENTS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000
Nine Months Ended Three Months Ended
September 30, September 30,
Revenues: 2001 2000 2001 2000
---- ---- ---- ----
Leasing activities:
Operating leases $ 4,458,003 $7,318,455 $1,534,845 $ 1,848,987
Direct financing leases 263,769 921,928 (30,127) 205,989
Leveraged leases 47,262 63,785 16,509 18,852
Gain (loss) on sales of assets 291,575 893,417 78,570 (10,822)
Interest income 22,430 111,549 2,343 48,574
Other 1,239,612 27,343 1,929 13,176
---------------- ---------------- ---------------- -----------------
6,322,651 9,336,477 1,604,069 2,124,756
Expenses:
Depreciation and amortization 3,380,903 4,981,627 1,053,728 1,509,573
Interest 865,489 1,068,208 287,356 351,305
Cost reimbursements to General Partner 733,822 315,319 319,021 119,725
Other 428,233 261,793 159,392 76,996
Management fees 379,368 609,084 64,339 117,297
Railcar maintenance 179,027 251,389 83,420 112,819
---------------- ---------------- ---------------- -----------------
5,966,842 7,487,420 1,967,256 2,287,715
---------------- ---------------- ---------------- -----------------
Net income (loss) $ 355,809 $1,849,057 $ (363,187) $ (162,959)
================ ================ ================ =================
Net income (loss):
General Partner $ 3,558 $ 18,491 $ (3,632) $ (1,630)
Limited Partners 352,251 1,830,566 (359,555) (161,329)
---------------- ---------------- ---------------- -----------------
$ 355,809 $1,849,057 $ (363,187) $ (162,959)
================ ================ ================ =================
Net income (loss) per Limited Partnership unit $ 0.03 $ 0.15 $ (0.03) $ (0.01)
Weighted average number of units outstanding 12,497,000 12,497,000 12,497,000 12,497,000
See accompanying notes.
4
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
NINE MONTH PERIOD ENDED
SEPTEMBER 30, 2001
(Unaudited)
Limited Partners General
Units Amount Partner Total
Balance December 31, 2000 12,497,000 $31,229,930 $ 186,646 $ 31,416,576
Distributions to limited partners (10,541,739) - (10,541,739)
Net income 352,251 3,558 355,809
---------------- ---------------- ---------------- -----------------
Balance September 30, 2001 12,497,000 $21,040,442 $ 190,204 $ 21,230,646
================ ================ ================ =================
See accompanying notes.
STATEMENTS OF CASH FLOWS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
2001 2000 2001 2000
---- ---- ---- ----
Operating activities:
Net income $ 355,809 $1,849,057 $ (363,187) $ (162,959)
Adjustments to reconcile net income (loss) to net
cash provided by operations
Depreciation and amortization 3,380,903 4,981,627 1,053,728 1,509,573
Leveraged lease income (47,262) (63,785) (16,509) (18,852)
(Gain) loss on sale of assets (291,575) (893,417) (78,570) 10,822
Changes in operating assets and liabilities:
Accounts receivable 518,593 490,883 (160,103) (156,626)
Accounts payable, General Partner (37,404) (45,868) (278,272) (199,005)
Accounts payable, other (698,346) 530,274 (629,661) 44,852
Unearned lease income (69,149) (144,126) (45,082) 1,048
Accrued interest (34,035) (33,218) 32,820 (16,535)
---------------- ---------------- ---------------- -----------------
Net cash provided by (used in) operating
activities 3,077,534 6,671,427 (484,836) 1,012,318
---------------- ---------------- ---------------- -----------------
Investing activities:
Proceeds from sales of assets 2,839,712 5,519,246 646,075 879,544
Reductions in investment in direct financing leases 1,318,649 1,886,055 282,110 672,932
Payments received on notes receivable 1,309,783 159,569 - -
---------------- ---------------- ---------------- -----------------
Net cash provided by investing activities 5,468,144 7,564,870 928,185 1,552,476
---------------- ---------------- ---------------- -----------------
5
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENT OF CASH FLOWS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2001 AND 2000
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
2001 2000 2001 2000
---- ---- ---- ----
Financing activities:
Distributions to limited partners (10,541,739) (11,338,849) (3,043,965) (3,842,083)
Repayments of non-recourse debt (3,923,289) (4,506,291) (1,015,496) (1,080,842)
Borrowing under line of credit 6,500,000 - 3,500,000 -
Repayment of line of credit (2,000,000) - - -
---------------- ---------------- ---------------- -----------------
Net cash used in financing activities (9,965,028) (15,845,140) (559,461) (4,922,925)
---------------- ---------------- ---------------- -----------------
Net decrease in cash and cash equivalents (1,419,350) (1,608,843) (116,112) (2,358,131)
Cash and cash equivalents at beginning
of period 1,571,943 3,330,065 268,705 4,079,353
---------------- ---------------- ---------------- -----------------
Cash and cash equivalents at end of period $ 152,593 $1,721,222 $ 152,593 $ 1,721,222
================ ================ ================ =================
Supplemental disclosure of cash flow information:
Cash paid for interest during period $ 899,524 $1,101,426 $ 297,324 $ 367,840
================ ================ ================ =================
See accompanying notes.
6
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
1. 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. Contributions in
the aggregate of $600 were received as of October 6, 1992, $100 of which
represented the General Partner's continuing interest, and $500 of which
represented the Initial Limited Partners' capital investment.
Upon the sale of the minimum amount of Units of Limited Partnership interest
(Units) of $1,200,000 and the receipt of the proceeds thereof on March 19, 1993,
the Partnership commenced operations.
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 & September 30,
2000 of Leases Dispositions 2001
---- --------- -------------- ----
Net investment in operating leases $32,786,220 $ (3,216,720) $ (1,018,584) $28,550,916
Net investment in direct financing leases 10,806,430 (1,318,649) (804,021) 8,683,760
Net investment in leveraged leases 1,567,840 47,262 (545,819) 1,069,283
Residual value interests 835,759 - - 835,759
Equipment held for sale or lease 414,733 - (179,713) 235,020
Initial direct costs, net of accumulated
amortization of $1,396,983 in 2000 and
$1,091,974 in 2001. 633,694 (164,183) - 469,511
Reserve for losses (2,224,816) - - (2,224,816)
---------------- ---------------- ---------------- -----------------
$44,819,860 $ (4,652,290) $ (2,548,137) $ 37,619,433
================ ================ ================ =================
7
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 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,
dispositions and reclassifications during the quarters ended March 31, June 30
and September 30, 2001 and as of September 30, 2001.
December 31, Dispositions & Reclassifications September 30,
--------------------------------
2000 1st Quarter 2nd Quarter 3rd Quarter 2001
---- ----------- ----------- ----------- ----
Transportation $ 39,986,135 $(1,955,780) $ (237,092) $ (233,206) $ 37,560,057
Construction 11,811,563 $ (120,465) - (266,091) 11,425,007
Materials handling 4,258,309 (518,682) (611,472) 313,295 3,441,450
Furniture and fixtures 3,128,154 - 336,295 (336,294) 3,128,155
----------------- ---------------- ---------------- ---------------- -----------------
59,184,161 (2,594,927) (512,269) (522,296) 55,554,669
Less accumulated depreciation (26,397,941) 780,775 (743,071) (643,516) (27,003,753)
----------------- ---------------- ---------------- ---------------- -----------------
$ 32,786,220 $(1,814,152) $ (1,255,340) $ (1,165,812) $ 28,550,916
================= ================ ================ ================ =================
All of the property on operating leases was acquired during 1993, 1994, 1995,
1996 and 1997.
At September 30, 2001, the aggregate amounts of future minimum lease payments
are as follows:
Direct
Operating Financing Total
Three months ending December 31, 2001 $1,372,446 $ 492,864 $ 1,865,310
Year ending December 31, 2002 4,276,687 1,955,737 6,232,424
2003 1,660,354 428,734 2,089,088
2004 752,509 622,851 1,375,360
2005 821,534 496,654 1,318,188
Thereafter 4,639,278 4,511,271 9,150,549
---------------- ---------------- -----------------
$13,522,808 $8,508,111 $ 22,030,919
================ ================ =================
8
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
3. Investments in leases (continued):
Direct financing leases:
The following lists the components of the Partnership's investment in direct
financing leases as of September 30, 2001.
Total minimum lease payments receivable $8,508,111
Estimated residual values of leased equipment (unguaranteed) 2,994,846
----------------
Investment in direct financing leases 11,502,957
Less unearned income (2,819,197)
----------------
Net investment in direct financing leases $8,683,760
================
4. Non-recourse debt:
Notes payable to financial institutions are due in varying monthly, quarterly
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
6.5% to 11.05%.
Future minimum principal payments of non-recourse debt as of September 30, 2000
are as follows:
Principal Interest Total
Three months ending December 31, 2001 $ 802,750 $ 221,788 $ 1,024,538
Year ending December 31, 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 7,294,956 2,432,093 9,727,049
---------------- ---------------- -----------------
$12,466,023 $4,900,745 $ 17,366,768
================ ================ =================
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
amounts above are gross amounts incurred by the General Partner and/or
affiliates, including commissions to broker-dealers for the sales of Limited
Partnership Units.
9
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
5. Related party transactions (continued):
The General Partner and/or Affiliates earned the following fees and commissions,
pursuant to the Agreement of Limited Partnership as follows:
2001 2000
---- ----
Equipment and incentive management fees $ 379,368 $ 609,084
Cost reimbursements to General Partner 733,822 315,319
---------------- ----------------
$1,113,190 $ 924,403
================ ================
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.
10
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(Unaudited)
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.
At September 30, 2001, the Partnership had $5,500,000 of borrowings under the
line of credit.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of September
30, 2001.
11
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Resources and Liquidity
We currently have available adequate reserves to meet contingencies, but in the
event those reserves were found to be inadequate, we would likely be in a
position to borrow against our current portfolio to meet such requirements. We
envision no such requirements for operating purposes.
As of September 30, 2001, we had borrowed $58,317,911. The remaining unpaid
balance as of that date was $12,466,023. Long-term borrowings are to be
non-recourse to us, that is, the only recourse of the lender will be to the
equipment or corresponding lease acquired or secured with the loan proceeds. We
expect that aggregate borrowings in the future will not exceed 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.
We participate 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.
We have made no commitments of capital, nor do we expect to make any, other than
for the acquisition of additional equipment. As of September 30, 2001, we had
made no such commitments.
If inflation in the general economy becomes significant, it may affect us in
that the residual (resale) values and rates on re-leases of our leased assets
may increase as the costs of similar assets increase. However, the our 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 we 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. Our leases already in
place, for the most part, would not be affected by changes in interest rates.
In 2001 and in 2000, our most significant source of cash was lease rents.
Cash flows - 2001 vs. 2000:
In both 2001 and 2000, our primary source of operating cash flows was operating
lease rents. Our operating lease rents decreased by $2,860,452 (39%) as a result
of asset sales over the last year.
In 2001 and 2000 our largest source of cash from investing activities was the
proceeds from sales of lease assets. In both years, lease rents from direct
financing lease transactions also provided a significant amount of cash flows.
In 2001, we received payments on notes receivable from a former lessee, which
also provided a significant amount of cash.
In 2001, our only financing source of cash flows was borrowings under the line
of credit. There were no sources if cash from financing activities in 2000. The
amounts of cash we have used for repayments of non-recourse debt have decreased
as a result of scheduled debt payments. Our distributions to the Limited
Partners did not change significantly.
Results of operations - 2001 vs. 2000:
In 2001, our operations resulted in net income of $355,809 for the nine month
period and a net loss of $363,187 for the three month period. In 2000,
operations resulted in net income of $1,849,057 for the nine month period and a
net loss of $162,959 for the three month period.
12
Operating leases are our primary source of revenues. These revenues decreased by
$2,860,452 (39%) compared to 2000. The decrease resulted from asset sales over
the last year. Depreciation expense is directly related to our operating lease
assets and has also decreased compared to 2000 as a result of these asset sales.
Management fees are based on our revenues and our distributions to the Limited
Partners. As a result of the decrease in our lease revenues, management fees
have declined compared to 2000. Our debt balances have been reduced by scheduled
debt payments. This has resulted in a decrease of $202,709 in interest expense
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.
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 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 lessee, reorganized under the name Apollo Gold 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.
13
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.
Upon the termination of the Debtor's exclusivity period, competing plans were
filed by other creditors to the plan, and voting on the competing plans occurred
on October 8, 2001. The results of the vote have not yet been made public.
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.
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 did not dispute that remarketing proceeds are owed
to Republic, merely the amount. The Partnership believed that Republic was
entitled to approximately $587,317, based upon the Partnership's interpretation
of the contract. The Partnership believed that the suit is without merit, and
aggressively defended 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 2. Changes In Securities.
Inapplicable.
14
Item 3. Defaults Upon Senior Securities.
Inapplicable.
Item 4. Submission Of Matters To A Vote Of Security Holders.
Inapplicable.
Item 5. Other Information.
Inapplicable.
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, September 30, 2001 and December 31, 2000.
Income statements for the nine and three month periods ended September
30, 2001 and 2000.
Statement of changes in partners' capital for the nine months ended
September 30, 2001.
Statements of cash flows for the nine and three month periods ended
September 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:
November 12, 2001
ATEL CASH DISTRIBUTION FUND V, L.P.
(Registrant)
By: ATEL Financial Corporation
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
Managing Member and Principal
financial officer of registrant
By: /s/ DONALD E. CARPENTER
-----------------------------------
Donald E. Carpenter
Principal accounting officer of
registrant