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, 2002
|_| 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, 2002 AND DECEMBER 31, 2001
(Unaudited)
ASSETS
2002 2001
---- ----
Cash $1,980,270 $ 443,772
Accounts receivable, net of allowance for
doubtful accounts of $185,285 in 2002
and $165,285 in 2001 459,847 1,249,403
Investments in leases 18,085,285 35,467,668
----------------- -----------------
$ 20,525,402 $ 37,160,843
================= =================
LIABILITIES AND PARTNERS' CAPITAL
Non-recourse debt $ 781,844 $ 11,663,273
Line of credit - 6,500,000
Accounts payable
Other 206,356 156,408
General Partner 11,691 146,080
Accrued interest 2,979 21,601
Unearned lease income 34,737 127,056
----------------- -----------------
Total liabilities 1,037,607 18,614,418
Partners' capital:
General Partner 209,092 188,354
Limited Partners 19,278,703 18,358,071
----------------- -----------------
Total partners' capital 19,487,795 18,546,425
----------------- -----------------
Total liabilities and partners' capital $ 20,525,402 $ 37,160,843
================= =================
See accompanying notes.
3
ATEL CASH DISTRIBUTION FUND V, L.P.
INCOME STATEMENTS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
Revenues: 2002 2001 2002 2001
---- ---- ---- ----
Leasing activities:
Operating leases $ 3,352,121 $4,458,003 $ 593,767 $ 1,534,845
Direct financing leases 251,064 263,769 32,354 (30,127)
Leveraged leases 10,668 47,262 718 16,509
Gain on sales of assets 1,242,774 291,575 1,145,826 78,570
Interest income 6,333 22,430 3,596 2,343
Other 1,997,889 1,239,612 38,438 1,929
---------------- ---------------- ----------------- -----------------
6,860,849 6,322,651 1,814,699 1,604,069
Expenses:
Depreciation and amortization 3,000,360 3,380,903 969,433 1,053,728
Interest 568,728 865,489 63,781 287,356
Cost reimbursements to General Partner 537,098 733,822 187,547 319,021
Other 304,837 224,062 88,590 67,163
Management fees to General Partner 163,718 379,368 42,315 64,339
Professional fees 105,024 204,171 6,609 92,229
Railcar maintenance 87,285 179,027 26,368 83,420
Provision for doubtful accounts 20,000 - 20,000 -
---------------- ---------------- ----------------- -----------------
4,787,050 5,966,842 1,404,643 1,967,256
---------------- ---------------- ----------------- -----------------
Net income (loss) $ 2,073,799 $ 355,809 $ 410,056 $ (363,187)
================ ================ ================= =================
Net income (loss):
General Partner $ 20,738 $ 3,558 $ 4,101 $ (3,632)
Limited Partners 2,053,061 352,251 405,955 (359,555)
---------------- ---------------- ----------------- -----------------
$ 2,073,799 $ 355,809 $ 410,056 $ (363,187)
================ ================ ================= =================
Net income (loss) per Limited Partnership unit $ 0.16 $ 0.03 $ 0.03 $ (0.03)
Weighted average number of units outstanding 12,481,067 12,497,000 12,473,100 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, 2002
(Unaudited)
Limited Partners General
Units Amount Partner Total
----- ------ ------- -----
Balance December 31, 2001 12,497,000 $18,358,071 $ 188,354 $ 18,546,425
Repurchase of limited partnership units (23,900) (44,036) - (44,036)
Distributions to limited partners (1,088,393) - (1,088,393)
Net income 2,053,061 20,738 2,073,799
---------------- ---------------- ----------------- -----------------
Balance September 30, 2002 12,473,100 $19,278,703 $ 209,092 $ 19,487,795
================ ================ ================= =================
See accompanying notes.
STATEMENTS OF CASH FLOWS
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Operating activities:
Net income (loss) $ 2,073,799 $ 355,809 $ 410,056 $ (363,187)
Adjustments to reconcile net income (loss) to net
cash provided by operations
Depreciation and amortization 3,000,360 3,380,903 969,433 1,053,728
Leveraged lease income (10,668) (47,262) (718) (16,509)
Gain on sale of assets (1,242,774) (291,575) (1,145,826) (78,570)
Provision for doubtful accounts 20,000 - 20,000 -
Changes in operating assets and liabilities:
Accounts receivable 769,556 518,593 153,347 (160,103)
Accounts payable, General Partner (134,389) (37,404) (579,645) (278,272)
Accounts payable, other 49,948 (698,346) 91,730 (629,661)
Unearned lease income (92,319) (69,149) (39,929) (45,082)
Accrued interest (18,622) (34,035) (13,112) 32,820
---------------- ---------------- ----------------- -----------------
Net cash provided by (used in) operating
activities 4,414,891 3,077,534 (134,664) (484,836)
---------------- ---------------- ----------------- -----------------
Investing activities:
Proceeds from sales of assets 14,539,026 2,839,712 14,081,023 646,075
Reductions in investment in direct financing leases 1,096,439 1,318,649 301,696 282,110
Payments received on notes receivable - 1,309,783 - -
---------------- ---------------- ----------------- -----------------
Net cash provided by investing activities 15,635,465 5,468,144 14,382,719 928,185
---------------- ---------------- ----------------- -----------------
5
ATEL CASH DISTRIBUTION FUND V, L.P.
STATEMENT OF CASH FLOWS
(Continued)
NINE AND THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2002 AND 2001
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
2002 2001 2002 2001
---- ---- ---- ----
Financing activities:
Repayments of non-recourse debt (10,881,429) (3,923,289) (9,198,252) (1,015,496)
Repayment of line of credit (7,000,000) (2,000,000) (4,000,000) -
Distributions to limited partners (1,088,393) (10,541,739) - (3,043,965)
Borrowing under line of credit 500,000 6,500,000 - 3,500,000
Repurchase of limited partnership units (44,036) - - -
---------------- ---------------- ----------------- -----------------
Net cash used in financing activities (18,513,858) (9,965,028) (13,198,252) (559,461)
---------------- ---------------- ----------------- -----------------
Net increase (decrease) in cash and cash
equivalents 1,536,498 (1,419,350) 1,049,803 (116,112)
Cash and cash equivalents at beginning
of period 443,772 1,571,943 930,467 268,705
---------------- ---------------- ----------------- -----------------
Cash and cash equivalents at end of period $ 1,980,270 $ 152,593 $1,980,270 $ 152,593
================ ================ ================= =================
Supplemental disclosure of cash flow information:
Cash paid for interest during period $ 587,350 $ 899,524 $ 76,893 $ 297,324
================ ================ ================= =================
See accompanying notes.
6
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(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,
2001 of Leases Dispositions 2002
---- --------- - ------------- ----
Net investment in operating leases $26,533,841 $ (2,620,431) $ (8,387,569) $15,525,841
Equipment held for sale or lease 725,609 - 1,463,627 2,189,236
Net investment in direct financing leases 8,094,439 (1,096,439) (5,511,167) 1,486,833
Residual value interests 835,759 - - 835,759
Net investment in leveraged leases 1,073,050 10,668 (861,143) 222,575
Initial direct costs, net of accumulated
amortization of $1,115,605 in 2001 and
$526,735 in 2002. 429,786 (379,929) - 49,857
Reserve for losses (2,224,816) - - (2,224,816)
---------------- ---------------- ----------------- -----------------
$35,467,668 $ (4,086,131) $(13,296,252) $ 18,085,285
================ ================ ================= =================
7
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(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, 2001,
dispositions and reclassifications during the quarters ended March 31, June 30
and September 30, 2002 and as of September 30, 2002.
December 31, Dispositions & Reclassifications September 30,
--------------------------------
2001 1st Quarter 2nd Quarter 3rd Quarter 2002
---- ----------- ----------- ----------- ----
Transportation $ 36,606,091 $ (315,905) $ (2,259,619) $ (6,202,647) $ 27,827,920
Construction 11,425,007 - - (8,530,598) 2,894,409
Manufacturing 2,666,354 - - - 2,666,354
Materials handling 248,749 - (138,600) - 110,149
----------------- ---------------- ---------------- ----------------- -----------------
50,946,201 (315,905) (2,398,219) (14,733,245) 33,498,832
Less accumulated depreciation (24,412,360) (814,724) (168,937) 7,423,030 (17,972,991)
----------------- ---------------- ---------------- ----------------- -----------------
$ 26,533,841 $(1,130,629) $ (2,567,156) $ (7,310,215) $ 15,525,841
================= ================ ================ ================= =================
All of the property on operating leases was acquired during 1993, 1994, 1995,
1996 and 1997.
At September 30, 2002, the aggregate amounts of future minimum lease payments
are as follows:
Direct
Operating Financing Total
Three months ending December 31, 2002 $ 657,123 $ 367,529 $1,024,652
Year ending December 31, 2003 1,353,559 30,518 1,384,077
2004 502,217 - 502,217
2005 169,467 - 169,467
2006 14,124 - 14,124
---------------- ---------------- -----------------
$ 2,696,490 $ 398,047 $3,094,537
================ ================ =================
8
ATEL CASH DISTRIBUTION FUND V, L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(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, 2002.
Total minimum lease payments receivable $ 398,047
Estimated residual values of leased equipment (unguaranteed) 1,142,557
----------------
Investment in direct financing leases 1,540,604
Less unearned income (53,771)
----------------
Net investment in direct financing leases $1,486,833
================
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, 2002
are as follows:
Principal Interest Total
Three months ending December 31, 2002 $ 233,033 $ 12,987 $ 246,020
Year ending December 31, 2003 221,521 30,455 251,976
2004 151,084 18,384 169,468
2005 162,167 7,301 169,468
2006 14,039 83 14,122
---------------- ---------------- -----------------
$ 781,844 $ 69,210 $ 851,054
================ ================ =================
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, 2002
(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:
2002 2001
---- ----
Cost reimbursements to General Partner $ 537,098 $ 733,822
Equipment and incentive management fees 87,285 179,027
---------------- -----------------
$ 624,383 $ 912,849
================ =================
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, 2002
(Unaudited)
7. Line of credit:
The Partnership participates with the General Partner and certain of its
affiliates in a $43,654,928 revolving line of credit with a financial
institution that includes certain financial covenants. The line of credit
expires on June 28, 2004. As of September 30, 2002, borrowings under the
facility were as follows:
Amount borrowed by the Partnership under the acquisition facility $ -
Amounts borrowed by affiliated partnerships and limited
liability companies under the acquisition facility 21,900,000
--------------
Total borrowings under the acquisition facility 21,900,000
Amounts borrowed by the General Partner and its sister
corporation under the warehouse facility -
--------------
Total outstanding balance $ 21,900,000
==============
Total available under the line of credit $ 43,654,928
Total outstanding balance (21,900,000)
--------------
Remaining availability $ 21,754,928
==============
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 affiliated
partnerships and limited liability companies, the Partnership and the General
Partner.
The credit agreement includes certain financial covenants applicable to each
borrower. The Partnership was in compliance with its covenants as of September
30, 2002.
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, 2002, we had borrowed $58,317,911. The remaining unpaid
balance as of that date was $781,844. 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.
The Partnership participates with the General Partner and certain of its
affiliates in a $43,654,928 revolving line of credit with a financial
institution that includes certain financial covenants. The line of credit
expires on June 28, 2004. As of September 30, 2002, borrowings under the
facility were as follows:
Amount borrowed by the Partnership under the acquisition facility $ -
Amounts borrowed by affiliated partnerships and limited
liability companies under the acquisition facility 21,900,000
--------------
Total borrowings under the acquisition facility 21,900,000
Amounts borrowed by the General Partner and its sister
corporation under the warehouse facility -
--------------
Total outstanding balance $ 21,900,000
==============
Total available under the line of credit $ 43,654,928
Total outstanding balance (21,900,000)
--------------
Remaining availability $ 21,754,928
==============
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 affiliated
partnerships and limited liability companies, the Partnership and the General
Partner.
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, 2002, 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 2002 and in 2001, our most significant source of cash was lease rents.
Cash flows - 2002 vs. 2001:
In both 2002 and 2001, our primary source of operating cash flows was operating
lease rents. Our operating lease rents decreased by $1,105,882 (25%) as a result
of asset sales over the last year.
In 2002 and 2001 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 2002 and 2001, our only financing source of cash flows was borrowings under
the line of credit. In the third quarter of 2002, we sold a large lease
transaction and the related assets to a third party. We used approximately
$8,200,000 of the sales proceeds to repay non-recourse debt that had been used
to finance the original purchase of the assets. The amounts of other repayments
of non-recourse debt decreased as a result of scheduled debt payments.
We changed the frequency of our distributions to the Limited Partners effective
January 1, 2002. Previously, most of the Limited Partners received distributions
on a monthly basis. The rest of the Limited Partners received distributions on a
quarterly basis. We are now making distributions on an annual basis based on the
amount of cash which becomes available for that purpose. As a result, the
amounts of cash distributed to the Limited Partners has decreased in 2002
compared to the amount in 2001.
12
Results of operations - 2002 vs. 2001:
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 2002,
operations resulted in net income of $2,073,799 for the nine month period and
$410,056 for the three month period.
Operating leases are our primary source of revenues. These revenues decreased by
$1,105,882 (25%) compared to 2001. 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 2001 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 and the amounts
distributed to the Limited Partners, management fees have declined compared to
2001. Our debt balances have been reduced by both scheduled and unscheduled debt
payments. This has resulted in a decrease of $296,761 in interest expense
compared to 2001.
Internal Controls
As of September 30, 2002, an evaluation was performed under the supervision and
with the participation of the Partnership's management, including the CEO and
CFO of the General Partner, of the effectiveness of the design and operation of
the Partnership's disclosure controls and procedures. Based on that evaluation,
the Partnership's management, including the CEO and CFO of the General Partner,
concluded that the Partnership's disclosure controls and procedures were
effective as of September 30, 2002. There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to September 30, 2002.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
No material legal proceedings are currently pending against the Partnership or
against any of its assets.
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 CIT.
Consequently, the Partnership's exposure is no greater than the fair market
residual value of the equipment under lease. The reorganized lessee/debtor has
assumed the Partnership's lease in the Bankruptcy Court and cured all past due
payments. All payments are now current. The Partnership 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 reorganized lessee is current in its lease obligations. The
Partnership has commenced negotiations with the lessee for the purchase or
renewal of the equipment. The original seven-year lease term expires on December
31, 2002. Consequently, this lease has an expected outcome of being fully
performed by the lessee, notwithstanding the prior bankruptcy and default.
Quaker Coal Company:
On December 31, 1997, Quaker Coal Company (the Debtor), one of the Partnership's
lessees, requested a moratorium on lease payments from January through March
1998. No lease payments were made by the lessee through June 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"). 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. The Court issued a ruling on March 4, 2001, denying the
Partnership's claim for damages. The Debtor 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 Debtor filed a plan of reorganization, which was objected to by several
large creditors, including the General Partner. These creditors were also
seeking a formal role on the creditors committee or formation of their own
committee.
13
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
October 8, 2001. The results of the vote were that, another of the creditor's,
American Electric Power's ("AEP") Plan of Reorganization ("AEP Plan") was
successful. Under the AEP Plan, the claim of the Partnership has been assigned
to a liquidating trustee for resolution and satisfaction from the Debtor's
estate.
In January 2002, ATEL attended an appellate settlement conference seeking to
resolve the outstanding disputed claim. A reserve has been set aside by the
Debtor's liquidating trustee in the amount of $1.2 million in partial
satisfaction of the Partnership's claim, although this claim amount remains in
dispute. Currently, the likelihood of recovery of amounts above the payment of
the lease rent and the liquidation of the equipment already received remains
speculative and highly uncertain.
Item 2. Changes In Securities.
Inapplicable.
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, 2002 and December 31, 2001.
Income statements for the nine and three month periods ended
September 30, 2002 and 2001.
Statement of changes in partners' capital for the nine months
ended September 30, 2002.
Statements ofcash flows for the nine and three month periods
ended September 30, 2002 and 2001.
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
14
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 7, 2002
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
15
CERTIFICATIONS
I, Paritosh K. Choksi, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ATEL Cash
Distribution Fund V, LP;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 7, 2002
/s/ PARITOSH K. CHOKSI
- --------------------------------------------
Paritosh K. Choksi
Principal financial officer of registrant, Executive
Vice President of General Partner
16
CERTIFICATIONS
I, Dean L. Cash, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of ATEL Cash
Distribution Fund V, LP;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: November 7, 2002
/s/ DEAN L. CASH
- --------------------------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner
17
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report on Form 10QSB of ATEL Cash Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), and
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, I, Dean L. Cash, Chief Executive Officer of ATEL
Financial Services, LLC, general partner of the Partnership, hereby certify
that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Partnership.
Date: November 7, 2002
/s/ DEAN L. CASH
- --------------------------------
Dean L. Cash
President and Chief Executive
Officer of General Partner
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly report on Form 10QSB of ATEL Cash Distribution
Fund V, LP, (the "Partnership") for the period ended June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), and
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the
Sarbanes-Oxley Act of 2002, I, Paritosh K. Choksi, Chief Financial Officer of
ATEL Financial Services, LLC, general partner of the Partnership, hereby certify
that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934 ; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Partnership.
Date: November 7, 2002
/s/ PARITOSH K. CHOKSI
- --------------------------------
Paritosh K. Choksi
Executive Vice President of General
Partner, Principal financial officer of registrant
18