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