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 March 31, 2003 |_| 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.) 600 California Street, 6th Floor, San Francisco, California 94108-2733 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 Securities registered pursuant to section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units 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 |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes |_| No |X| The number of Limited Partnership Units outstanding as of March 31, 2003 was 12,471,600 DOCUMENTS INCORPORATED BY REFERENCE None 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited). 2 ATEL CASH DISTRIBUTION FUND V, L.P. BALANCE SHEETS MARCH 31, 2003 AND DECEMBER 31, 2002 (Unaudited) ASSETS 2003 2002 ---- ---- Cash and cash equivalents $ 2,082,370 $3,806,560 Accounts receivable, net of allowance for doubtful accounts of $75,285 in 2003 and 2002 541,993 420,737 Investments in leases 14,458,933 15,647,718 ------------------- ----------------- Total assets $ 17,083,296 $19,875,015 =================== ================= LIABILITIES AND PARTNERS' CAPITAL Non-recourse debt $ 493,376 $ 667,460 Accounts payable: General Partner 21,482 115,390 Other 183,358 195,877 Accrued interest expense 2,567 3,603 Unearned operating lease income 28,128 27,680 ------------------- ----------------- Total liabilities 728,911 1,010,010 Partners' capital: General Partner 196,551 202,907 Limited Partners 16,157,834 18,662,098 ------------------- ----------------- Total partners' capital 16,354,385 18,865,005 ------------------- ----------------- Total liabilities and partners' capital $ 17,083,296 $19,875,015 =================== ================= See accompanying notes. 3 ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF OPERATIONS THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002 (Unaudited) Revenues: 2003 2002 ---- ---- Leasing activities: Operating leases $ 595,244 $1,403,768 Direct financing leases 88,185 112,557 Leveraged leases 2,356 10,844 Gain on sales of assets 64,135 85,435 Interest income 6,943 1,318 Other 1,003 1,739 ------------------- ----------------- 757,866 1,615,661 Expenses: Impairment losses 553,426 - Depreciation and amortization 396,901 1,034,848 Railcar maintenance 156,255 68,764 Cost reimbursements to General Partner 147,440 188,248 Equipment and incentive management fees to General Partner 32,496 60,888 Professional fees 20,632 36,322 Interest expense 9,633 263,930 Other 76,699 60,718 ------------------- ----------------- 1,393,482 1,713,718 ------------------- ----------------- Net loss $ (635,616) $ (98,057) =================== ================= Net loss: General Partner $ (6,356) $ (981) Limited Partners (629,260) (97,076) ------------------- ----------------- $ (635,616) $ (98,057) =================== ================= Net loss per Limited Partnership Unit $ (0.05) $ (0.01) Weighted average number of Units outstanding 12,471,600 12,497,000 STATEMENT OF CHANGES IN PARTNERS' CAPITAL THREE MONTH PERIOD ENDED MARCH 31, 2003 (Unaudited) Limited Partners General Units Amount Partner Total Balance December 31, 2002 12,471,600 $18,662,098 $ 202,907 $18,865,005 Distributions to limited partners - (1,875,004) - (1,875,004) Net loss - (629,260) (6,356) (635,616) ----------------- ----------------- ------------------- ----------------- Balance March 31, 2003 12,471,600 $16,157,834 $ 196,551 $16,354,385 ================= ================= =================== ================= See accompanying notes. 4 ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CASH FLOWS THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002 (Unaudited) Operating activities: 2003 2002 ---- ---- Net loss $ (635,616) $ (98,057) Adjustment to reconcile net loss to cash provided by operating activities: Impairment losses 553,426 - Depreciation and amortization 396,901 1,034,848 Gain on sales of lease assets (64,135) (85,435) Leveraged lease income (2,356) (10,844) Changes in operating assets and liabilities: Accounts receivable (121,256) 74,712 Accounts payable, General Partner (93,908) 52,366 Accounts payable, other (12,519) 248,917 Accrued interest expense (1,036) (3,480) Unearned operating lease income 448 (58,493) ------------------- ----------------- Net cash provided by operations 19,949 1,154,534 ------------------- ----------------- Investing activities: Proceeds from sales of lease assets 150,549 391,850 Reduction of net investment in direct financing leases 108,032 436,935 Reduction of net investment in leveraged leases 46,368 21,688 ------------------- ----------------- Net cash provided by investing activities 304,949 850,473 ------------------- ----------------- Financing activities: Distributions to Limited Partners (1,875,004) (1,088,393) Repayments of non-recourse debt (174,084) (1,407,272) Repayments of borrowings under line of credit - (1,000,000) Proceeds of non-recourse debt - 759,436 Borrowings under line of credit - 500,000 ------------------- ----------------- Net cash used in financing activities (2,049,088) (2,236,229) ------------------- ----------------- Net decrease in cash and cash equivalents (1,724,190) (231,222) Cash and cash equivalents at beginning of period 3,806,560 443,772 ------------------- ----------------- Cash and cash equivalents at end of period $ 2,082,370 $ 212,550 =================== ================= Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 10,669 $ 267,410 =================== ================= See accompanying notes. 5 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 (Unaudited) 1. Summary of significant accounting policies: Basis of presentation: The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, 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 financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission. 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. 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 Partnership 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. ATEL Financial Services, LLC, an affiliated entity, acts as the General Partner of the Partnership. 3. Investment in leases: The Partnership's investment in leases consists of the following: Depreciation Balance Expense and Balance December 31, Impairment Amortization Reclassifications March 31, 2002 Losses of Leases & Dispositions 2003 ---- ------ --------- -------------- ---- Net investment in operating leases $13,484,449 $ (553,426) $ (387,992) $ (541,797) $12,001,234 Net investment in direct financing lease 1,180,081 - (108,032) (69,998) 1,002,051 Net investment in leveraged leases 140,012 - (44,012) - 96,000 Assets held for sale or lease 3,523,627 - - (2,187,307) 1,336,320 Reserve for losses (2,712,688) - - 2,712,688 - Initial direct costs, net of accumulated amortization of $286,017 in 2003 and $544,354 in 2002 32,237 - (8,909) - 23,328 ----------------- ----------------- ----------------- ------------------- ----------------- $15,647,718 $ (553,426) $ (548,945) $ (86,414) $14,458,933 ================= ================= ================= =================== ================= 6 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 (Unaudited) 3. Investment in leases (continued): Property subject to operating leases consists of the following: Balance Balance December 31, Impairment Depreciation Reclassifications March 31, 2002 Losses Expense & Dispositions 2003 ---- ------ ------- -------------- ---- Transportation $20,593,171 $ - $ - $ 4,474,108 $25,067,279 Manufacturing 2,666,354 - - - 2,666,354 Construction 2,172,807 - - - 2,172,807 Materials handling 49,550 - - (49,550) - ----------------- ----------------- ----------------- ------------------- ----------------- 25,481,882 - - 4,424,558 29,906,440 Less accumulated depreciation (11,997,433) (553,426) (387,992) (4,966,355) (17,905,206) ----------------- ----------------- ----------------- ------------------- ----------------- $13,484,449 $ (553,426) $ (387,992) $ (541,797) $12,001,234 ================= ================= ================= =================== ================= All of the property on leases was acquired in 1993, 1994, 1995, 1996 and 1997. At March 31, 2003, the aggregate amounts of future minimum lease payments are as follows: Direct Operating Financing Leases Leases Total Nine months ending December 31, 2003 $1,139,879 $ 562,500 $ 1,702,379 Year ending December 31, 2004 660,036 750,000 1,410,036 2005 224,987 - 224,987 2006 14,122 - 14,122 ----------------- ----------------- ------------------- $2,039,024 $1,312,500 $ 3,351,524 ================= ================= =================== Direct financing leases: As of March 31, 2003, investment in direct financing leases consists of mining equipment. The following lists the components of the Company's investment in direct financing leases as of March 31, 2003: Total minimum lease payments receivable $ 1,312,500 Estimated residual values of leased equipment (unguaranteed) 401 --------------- Investment in direct financing leases 1,312,901 Less unearned income (310,850) --------------- Net investment in direct financing leases $ 1,002,051 =============== 7 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 (Unaudited) 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 10.5%. Future minimum principal payments of non-recourse debt are as follows: Principal Interest Total Nine months ending December 31, 2003 $ 166,086 $ 20,603 $ 186,689 Year ending December 31, 2004 151,084 18,384 169,468 2005 162,167 7,301 169,468 2006 14,039 83 14,122 ----------------- ----------------- ------------------- $ 493,376 $ 46,371 $ 539,747 ================= ================= =================== 5. Related party transactions: The terms of the Limited Partnership Agreement 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 Limited Partnership Agreement allows for the reimbursement of costs incurred by the General Partner in providing services to the Partnership. Services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. The General Partner is not reimbursed for services where it is entitled to receive a separate fee as compensation for such services, such as acquisition and management of equipment. Reimbursable costs incurred by the General Partner are allocated to the Partnership based upon actual time incurred by employees working on Partnership business and an allocation of rent and other costs based on utilization studies. Substantially all employees of the General Partner record time incurred in performing services on behalf of all of the Partnerships serviced by the General Partner. The General Partner believes that the costs reimbursed are the lower of (i) actual costs incurred on behalf of the Partnership or (ii) the amount the Partnership would be required to pay independent parties for comparable services in the same geographic location and are reimbursable in accordance with the Limited Partnership Agreement. 8 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 (Unaudited) 5. Related party transactions (continued): During the three months ended March 31, 2003 and 2002, the General Partner and/or Affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows: 2003 2002 ---- ---- Costs reimbursed to General Partner $ 147,440 $ 188,248 Incentive management fees (computed as 5% of distributions of cash from operations, as defined in the Limited Partnership Agreement) and equipment management fees (computed as 5% of gross revenues from operating leases, as defined in the Limited Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Limited Partnership Agreement) 32,496 60,888 ------------------- ----------------- $ 179,936 $ 249,136 =================== ================= 6. Line of credit: The Partnership participates with the General Partner and certain of its affiliates in a $56,191,292 revolving line of credit (comprised of an acquisition facility and a warehouse facility) with a financial institution that includes certain financial covenants. The line of credit expires on June 28, 2004. As of March 31, 2003, 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 17,200,000 ----------------- Total borrowings under the acquisition facility 17,200,000 Amounts borrowed by the General Partner and its sister corporation under the warehouse facility - ----------------- Total outstanding balance $ 17,200,000 ================= Total available under the line of credit $ 56,191,292 Total outstanding balance (17,200,000) ----------------- Remaining availability $ 38,991,292 ================= 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 March 31, 2003. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Statements contained in this Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Form 10-Q, which are not historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Investors are cautioned not to attribute undue certainty to these forward-looking statements, which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law. Capital Resources and Liquidity In the first quarters of 2003 and 2002, the Partnership's primary source of cash was operating lease rents. The liquidity of the Partnership will vary in the future, increasing to the extent cash flows from leases and proceeds from asset sales exceed expenses, and decreasing as distributions are made to the limited partners and to the extent expenses exceed cash flows from leases and proceeds from sales of assets. As another source of liquidity, the Partnership has contractual obligations with a diversified group of lessees for fixed lease terms at fixed rental amounts. As the initial lease terms expire, the Partnership will re-lease or sell the equipment. The future liquidity beyond the contractual minimum rentals will depend on the General Partner's success in re-leasing or selling the equipment as it comes off lease. The Partnership participates with the General Partner and certain of its affiliates in a $56,191,292 revolving line of credit comprised of an acquisition facility and a warehouse facility) with a financial institution that includes certain financial covenants. The line of credit expires on June 28, 2004. As of March 31, 2003, borrowing 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 17,200,000 ----------------- Total borrowings under the acquisition facility 17,200,000 Amounts borrowed by the General Partner and its sister corporation under the warehouse facility - ----------------- Total outstanding balance $ 17,200,000 ================= Total available under the line of credit $ 56,191,292 Total outstanding balance (17,200,000) ----------------- Remaining availability $ 38,991,292 ================= 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 Partnership anticipates reinvesting a portion of lease payments from assets owned in new leasing transactions. Such reinvestment will occur only after the payment of all obligations, including debt service (both principal and interest), the payment of management and acquisition fees to the General Partner and providing for cash distributions to the Limited Partners. The Partnership currently has available adequate reserves to meet contingencies, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current portfolio to meet such requirements. The General Partner envisions no such requirements for operating purposes. As of March 31, 2003, the Partnership had borrowed $59,077,347 on a non-recourse basis with remaining unpaid balances of $493,376. Borrowings are to be generally non-recourse to the Partnership, that is, the only recourse of the lender upon a default by the lessee on the underlying lease will be to the equipment or corresponding lease acquired with the loan proceeds. The General Partner does not anticipate any future non-recourse borrowings. If inflation in the general economy becomes significant, it may affect the Partnership inasmuch as the residual (resale) values and rates on re-leases of the Partnership's leased assets may increase as the costs of similar assets increase. However, the Partnership's revenues from existing leases would not increase, as such rates are generally fixed for the terms of the leases without adjustment for inflation. 10 If interest rates increase significantly, the lease rates that the Partnership can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates. Cash Flows In the first quarter of 2003, the Partnership's primary operating source of cash was sales proceeds, whereas in the first quarter of 2002 it was from revenues from operating leases. Operating lease revenues decreased by $808,524, primarily as a result of sales of operating lease assets over the last year. In addition, off lease inventory increased from $700,516 in the first quarter of 2002 to $1,336,320 in the first quarter of 2003 resulting in decreased rental income. In the first quarter of 2003, the Partnership's primary source of cash flows from investing activities was proceeds from sales of lease assets. Such sales proceeds are not expected to be consistent from one period to another. In the first quarter of 2002, the primary source of cash flows from investing activities was direct finance lease rents. In the first quarters of 2003 and 2002, the single largest financing use of cash was distributions to limited partners. The amount of such distributions increased to $1,875,004 in the first quarter of 2003 from $1,088,393 in the first quarter of 2002. As a result of scheduled debt payments, certain notes have been paid off. This led to an overall reduction in the amounts of cash used to repay debt in the current period compared to the same period in 2002. Results of operations First quarter operations resulted in a net loss of $635,616 in 2003, compared to a net loss of $98,057 in 2002. Operating lease revenues (and the related depreciation expense) have decreased as a result of sales of assets over the last year. The original cost of assets on operating leases has declined from $50,630,296 at March 31, 2002 to $29,906,440 at March 31, 2003. Direct financing lease revenues have decreased due to the same cause. As scheduled debt payments have been made, debt balances have been reduced. This decrease in indebtedness caused interest expense to decrease by $254,297 in the current period compared to the same period in 2002. Sales of lease assets decreased in the first quarter of 2003 compared to the same period in 2002. Gains recognized on these sales decreased from $85,435 in 2002 to $64,135 in 2003. In 2003, there were charges to net income for impairments of operating lease assets in the amount of $553,426. The charges related to covered grain hopper cars on lease to various lessees. The impairment resulted from decreased estimated cash flows expected to be generated by the assets over their remaining lives. Item 3. Quantitative and Qualitative Disclosures of Market Risk. The Partnership, like most other companies, is exposed to certain market risks, including primarily changes in interest rates. The Partnership believes its exposure to other market risks including foreign currency exchange rate risk, commodity risk and equity price risk are insignificant to both its financial position and results of operations. In general, the Partnership manages its exposure to interest rate risk by obtaining fixed rate debt. The fixed rate debt is structured so as to match the cash flows required to service the debt to the payment streams under fixed rate lease receivables. The payments under the leases are assigned to the lenders in satisfaction of the debt. Furthermore, the Partnership has historically been able to maintain a stable spread between its cost of funds and lease yields in both periods of rising and falling rates. Item 4. Controls and procedures. Internal Controls As of March 31, 2003, 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 March 31, 2003. There have been no significant changes in the Partnership's internal controls or in other factors that could significantly affect internal controls subsequent to March 31, 2003. Changes in internal controls There have been no significant changes in our internal controls or in other factors that could significantly affect our disclosure controls and procedures subsequent to the evaluation date, nor were there any significant deficiencies or material weaknesses in our internal controls. 11 Evaluation of disclosure controls and procedures Under the supervision and with the participation of our management, including the CEO and CFO, an evaluation of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures, as defined in Rules 240.13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 was performed as of a date within ninety days before the filing date of this quarterly report. Based upon this evaluation, the CEO and CFO of the General Partner concluded that, as of the evaluation date, our disclosure controls and procedures were effective for the purposes of recording, processing, summarizing and timely reporting information required to be disclosed by us in the reports that we file under the Securities Exchange Act of 1934 and that such information is accumulated and communicated to our management in order to allow timely decisions regarding required disclosure. 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. No other material legal proceedings are currently pending against the Partnership or against any of its assets. 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 Debtor in default. Subsequently, the Debtor 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 Debtor for its contractual damages in the U.S. District Court of Northern California (the "Court"). On June 16, 2000, the Debtor 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 since 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. (See discussion below). 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. 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 (i.e., 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, the Partnership 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. In January 2003, the Federal Appellate Court in San Francisco heard an appeal of the lower Court's decision. The results of that appellate decision was handed down in March of 2003 and was adverse to the Partnership's position. The Partnership is currently considering requesting a rehearing of that decision. 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. Ingersoll International: At December 31, 2002, the Partnership had commenced action against Ingersoll International (the "Lessee") as the Partnership had declared them in default for making an unauthorized assignment of part of the leased equipment. Subsequent to December 31, 2002, the Partnership, the Lessee and the unauthorized party reached an agreement in principal to have the unauthorized party assume a portion of the lease. This matter was resolved by March 31, 2003. Item 2. Changes In Securities. Inapplicable. 12 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, March 31, 2003 and December 31, 2002. Statements of Operations for the three month periods ended March 31, 2003 and 2002. Statement of Changes in Partners' Capital for the three month period ended March 31, 2003. Statements of Cash Flows for the three month periods ended March 31, 2003 and 2002. 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 13 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: May 13, 2003 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 Principal Financial Officer of Registrant By: /s/ Donald E. Carpenter ------------------------------------ ------------------------------------ Donald E. Carpenter Principal Accounting Officer of Registrant 14 CERTIFICATIONS I, Paritosh K. Choksi, certify that: 1. I have reviewed this quarterly report on Form 10-Q 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and c) presented in this annual 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 annual 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: May 13, 2003 /s/ Paritosh K. Choksi - ------------------------------ Paritosh K. Choksi Principal Financial Officer of Registrant, Executive Vice President of General Partner 15 CERTIFICATIONS I, Dean L. Cash, certify that: 1. I have reviewed this quarterly report on Form 10-Q 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and c) presented in this annual 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 annual 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: May 13, 2003 /s/ Dean L. Cash - ------------------------------ Dean L. Cash President and Chief Executive Officer of General Partner 16 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 10-Q of ATEL Cash Distribution Fund V, LP, (the "Partnership") for the period ended March 31, 2003 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: May 13, 2003 /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 10-Q of ATEL Cash Distribution Fund V, LP, (the "Partnership") for the period ended March 31, 2003 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: May 13, 2003 /s/ Paritosh K. Choksi - ------------------------------- Paritosh K. Choksi Executive Vice President of General Partner, Principal Financial Officer of Registrant 17