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, 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 000-28368 ATEL Cash Distribution Fund VI, L.P. (Exact name of registrant as specified in its charter) California 94-3207229 - ---------- ---------- (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 VI, L.P. BALANCE SHEETS MARCH 31, 2002 AND DECEMBER 31, 2001 (Unaudited) ASSETS 2002 2001 ---- ---- Cash and cash equivalents $ 981,811 $ 701,012 Accounts receivable, net of allowance for doubtful accounts of $861,254 in 2002 and 2001 2,663,257 7,200,988 Investments in leases 55,455,312 57,939,842 ----------------- ----------------- Total assets $ 59,100,380 $ 65,841,842 ================= ================= LIABILITIES AND PARTNERS' CAPITAL Non-recourse debt $ 17,058,846 $ 21,712,993 Lines of credit 6,500,000 4,500,000 Accounts payable: General Partner 284,164 208,687 Other 457,882 585,993 Accrued interest payable 17,948 762,476 Unearned operating lease income 113,490 63,013 ----------------- ----------------- Total liabilities 24,432,330 27,833,162 Partners' capital: General Partner - - Limited Partners 34,668,050 38,008,680 ----------------- ----------------- Total partners' capital 34,668,050 38,008,680 ----------------- ----------------- Total liabilities and partners' capital $ 59,100,380 $ 65,841,842 ================= ================= See accompanying notes. 3 ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF OPERATIONS THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001 (Unaudited) Revenues: 2002 2001 ---- ---- Leasing activities: Operating leases $ 3,255,804 $ 4,360,870 Direct financing leases 53,906 52,262 (Loss) gain on sales of assets (283,280) 98,421 Interest 1,948 25,896 Other 894 7,797 ---------------- ----------------- 3,029,272 4,545,246 Expenses: Depreciation and amortization 1,782,960 2,415,771 Interest expense 515,222 640,379 Equipment and incentive management fees to General Partner 311,165 288,897 Cost reimbursements to General Partner 218,529 167,832 Other 167,949 140,724 Professional fees 59,891 27,366 ---------------- ----------------- 3,055,716 3,680,969 ---------------- ----------------- Net (loss) income $ (26,444) $ 864,277 ================ ================= Net (loss) income: General Partner $ 33,017 $ 8,643 Limited Partners (59,461) 855,634 ---------------- ----------------- $ (26,444) $ 864,277 ================ ================= Net (loss) income per Limited Partnership Unit $ (0.00) $ 0.07 Weighted average number of Units outstanding 12,500,050 12,500,050 STATEMENT OF CHANGES IN PARTNERS' CAPITAL THREE MONTH PERIOD ENDED MARCH 31, 2002 (Unaudited) Limited Partners General Units Amount Partner Total Balance December 31, 2001 12,500,050 $ 38,008,680 $ - $ 38,008,680 Distributions to partners (3,281,169) (33,017) (3,314,186) Net loss (59,461) 33,017 (26,444) ----------------- ----------------- ----------------- ----------------- Balance March 31, 2002 12,500,050 $ 34,668,050 $ - $ 34,668,050 ================= ================= ================= ================= See accompanying notes. 4 ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CASH FLOWS THREE MONTH PERIODS ENDED MARCH 31, 2002 AND 2001 Operating activities: 2002 2001 ---- ---- Net (loss) income $ (26,444) $ 864,277 Adjustment to reconcile net (loss) income to cash provided by operating activities: Depreciation and amortization 1,782,960 2,415,771 Gain on sales of assets 283,280 (98,421) Changes in operating assets and liabilities: Accounts receivable (262,269) (1,223,751) Accounts payable, General Partner 75,477 (93,646) Accounts payable, other (128,111) 237,822 Accrued interest payable 244,547 343,604 Unearned lease income 50,477 (20,533) ----------------- ----------------- Net cash provided by operations 2,019,917 2,425,123 ----------------- ----------------- Investing activities: Proceeds from sales of assets 362,449 148,078 Reduction of net investment in direct financing leases 55,841 49,485 ----------------- ----------------- Net cash provided by investing activities 418,290 197,563 ----------------- ----------------- Financing activities: Distributions to partners (3,314,186) (3,399,750) Repayments of non-recourse debt (843,222) (1,449,681) Borrowings under line of credit 2,000,000 1,000,000 ----------------- ----------------- Net cash used in financing activities (2,157,408) (3,849,431) ----------------- ----------------- Net increase (decrease) in cash and cash equivalents 280,799 (1,226,745) Cash and cash equivalents at beginning of period 701,012 1,947,276 ----------------- ----------------- Cash and cash equivalents at end of period $ 981,811 $ 720,531 ================= ================= Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 270,675 $ 296,775 ================= ================= Supplemental disclosure of non-cash transactions: Offset of accounts receivable and debt service per lease and debt agreement: Accrued interest payable $ (989,075) $(1,404,335) Non-recourse debt (3,810,925) (3,395,665) ----------------- ----------------- Accounts receivable $(4,800,000) $(4,800,000) ================= ================= See accompanying notes. 5 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 1. Summary of significant accounting policies: Interim financial statements: The unaudited interim financial statements reflect all adjustments which are, in the opinion of the general partners, necessary to a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the most recent report on Form 10K. 2. Organization and partnership matters: ATEL Cash Distribution Fund VI, L.P. (the Fund), was formed under the laws of the State of California on June 29 , 1994, 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 January 3, 1995, 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. 3. Investment in leases: The Partnership's investment in leases consists of the following: Depreciation Balance Expense and Reclassi- Balance December 31, Amortization fications and March 31, 2001 of Leases Dispositions 2002 ---- --------- - ------------- ---- Net investment in operating leases $ 55,447,510 $(1,740,318) $ (694,881) $ 53,012,311 Net investment in direct financing leases 921,543 (55,841) - 865,702 Residual interests 34,161 - - 34,161 Assets held for sale or lease 1,134,488 - 49,152 1,183,640 Reserve for losses (188,009) - - (188,009) Initial direct costs, net of accumulated amortization 590,149 (42,642) - 547,507 ----------------- ----------------- ----------------- ----------------- $ 57,939,842 $(1,838,801) $ (645,729) $ 55,455,312 ================= ================= ================= ================= 6 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 3. Investment in leases (continued): Property on operating leases consists of the following: Balance Additions Reclassi- Balance December 31, and fications and March 31, 2001 Depreciation Dispositions 2002 ---- ------------ - ------------- ---- Transportation $ 82,924,093 $ - $(1,174,264) $ 81,749,829 Construction 19,955,096 - - 19,955,096 Materials handling 10,062,364 - (586,841) 9,475,523 Office automation 1,503,725 - - 1,503,725 Other 1,042,203 - (278,949) 763,254 Manufacturing 288,768 - (210,284) 78,484 ----------------- ----------------- ----------------- ----------------- 115,776,249 - (2,250,338) 113,525,911 Less accumulated depreciation (60,328,739) (1,740,318) 1,555,457 (60,513,600) ----------------- ----------------- ----------------- ----------------- $ 55,447,510 $(1,740,318) $ (694,881) $ 53,012,311 ================= ================= ================= ================= All of the property on leases was acquired in 1995, 1996 and 1997. At March 31, 2002, the aggregate amounts of future minimum lease payments are as follows: Direct Operating Financing Leases Leases Total Nine months ending December 31, 2002 $ 5,367,632 $ 316,998 $ 5,684,630 Year ending December 31, 2003 3,620,155 182,355 3,802,510 2004 2,909,437 110,355 3,019,792 2005 2,706,562 98,760 2,805,322 2006 1,624,403 98,760 1,723,163 Thereafter 10,520,600 98,760 10,619,360 ----------------- ----------------- ----------------- $ 26,748,789 $ 905,988 $ 27,654,777 ================= ================= ================= 7 ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (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 6.37% to 12.22%. Future minimum principal payments of non-recourse debt are as follows: Principal Interest Total Nine months ending December 31, 2002 $ 1,089,286 $ 719,639 $ 1,808,925 Year ending December 31, 2003 5,486,383 1,237,053 6,723,436 2004 821,505 633,381 1,454,886 2005 476,034 591,844 1,067,878 2006 679,762 548,359 1,228,121 Thereafter 8,505,876 2,493,684 10,999,560 ----------------- ----------------- ----------------- $ 17,058,846 $ 6,223,960 $ 23,282,806 ================= ================= ================= 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 VI, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2002 (Unaudited) 5. Related party transactions (continued): The General Partner and/or Affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement as follows: 2002 2001 ---- ---- Incentive management fees (computed as 4% 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). $ 311,165 $ 288,897 Costs reimbursed to General Partner 218,529 167,832 ----------------- ----------------- $ 529,694 $ 456,729 ================= ================= 6. Line of credit: The Partnership participates with the General Partner and certain of its affiliates in a $62,000,000 revolving line of credit with a financial institution that includes certain financial covenants. The line of credit expired on April 12, 2002 and has been extended through June 30, 2002. The General Partner is currently negotiating a new line of credit and anticipates that the current line of credit will be replaced before its extended expiration date. As of March 31, 2002, borrowings under the facility were as follows: Amount borrowed by the Partnership under the acquisition facility $ 6,500,000 Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility 12,800,000 ----------------- Total borrowings under the acquisition facility 19,300,000 Amounts borrowed by the General Partner and its sister corporation under the warehouse facility 5,235,045 ----------------- Total outstanding balance $ 24,535,045 ================= Total available under the line of credit $ 62,000,000 Total outstanding balance (24,535,045) ----------------- Remaining availability $ 37,464,955 ================= 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, 2002. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity During the first quarter of 2002 and 2001, the Partnership's primary activity was engaging in equipment leasing activities. In 2002 and 2001, the Partnership's primary source of liquidity was rents from operating leases. The liquidity of the Partnership will vary in the future, increasing to the extent cash flows from leases exceed expenses, and decreasing as lease assets are acquired, as distributions are made to the limited partners and to the extent expenses exceed cash flows from leases. 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 $62,000,000 revolving line of credit with a financial institution that includes certain financial covenants. The line of credit expired on April 12, 2002 and has been extended through June 30, 2002. The General Partner is currently negotiating a new line of credit and anticipates that the current line of credit will be replaced before its extended expiration date. As of March 31, 2002, borrowings under the facility were as follows: Amount borrowed by the Partnership under the acquisition facility $ 6,500,000 Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility 12,800,000 ----------------- Total borrowings under the acquisition facility 19,300,000 Amounts borrowed by the General Partner and its sister corporation under the warehouse facility 5,235,045 ----------------- Total outstanding balance $ 24,535,045 ================= Total available under the line of credit $ 62,000,000 Total outstanding balance (24,535,045) ----------------- Remaining availability $ 37,464,955 ================= 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. 10 Through March 31, 2002, the Partnership had borrowed $100,521,405 on a non-recourse basis. As of that date, $17,058,846 remained outstanding. The General Partner expects that aggregate borrowings in the future will not exceed 50% of aggregate equipment cost. In any event, the Agreement of Limited Partnership limits such borrowings to 50% of the total cost of equipment, in aggregate. No commitments of capital have been or are expected to be made other than for the acquisition of additional equipment. As of March 31, 2002, there were no such commitments. If inflation in the general economy becomes significant, it may affect the Partnership inasmuch as the residual (resale) values and rates on re-leases of the Partnership's leased assets may increase as the costs of similar assets increase. However, the Partnership's revenues from existing leases would not increase, as such rates are generally fixed for the terms of the leases without adjustment for inflation. If interest rates increase significantly, the lease rates that the Partnership can obtain on future leases will be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates. Cash Flows During the first quarters of 2002 and 2001, the Partnership's primary source of cash from operating activities was rents from operating leases. Cash from operating activities was almost entirely from operating lease rents in both years. Proceeds from the sales of assets and direct financing lease rents accounted for as reductions of the Partnership's net investment in direct financing leases were the only investing sources of cash in both 2002 and 2001. Proceeds from sales of lease assets increased from $148,078 in 2001 to $362,449 in 2002. Proceeds from sales of lease assets are not expected to be consistent from one year to another. In 2002 and 2001, the only source of cash from financing activities was amounts borrowed on the line of credit. Repayments of non-recourse debt decreased as a result of scheduled debt payments. Results of operations Operations resulted in a net loss of $26,444 in 2002 compared to net income of $864,277 in 2001. The Partnership's primary source of revenues was from operating leases in both years. Operating lease revenues have declined as a result of lease maturities and sales of the underlying lease assets over the last year. Sales of lease assets in 2002 resulted in losses of $283,280 compared to gains of $98,421 in 2001. The amounts of such gains and losses is not expected to be consistent from one year to another. Interest expense has been reduced due to scheduled payments on the Partnership's non-recourse debt and due to reductions of the amounts borrowed under the line of credit. Depreciation expense has decreased from $2,351,798 in 2001 to $1,740,318 in 2002. Depreciation is related to operating lease assets. The amount of such assets has decreased from $127,836,398 at January 1, 2001 to $113,525,911 at March 31, 2002. As operating leases mature and the assets are sold, operating lease revenues and depreciation expense will continue to decrease. 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings. No material legal proceedings are currently pending against the Partnership or against any of its assets. The following is a discussion of legal matters involving the Partnership but which do not represent claims against the Partnership or its assets. Quaker Coal Company: On December 31, 1997, Quaker Coal Company, 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 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"). 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 II, Item 8. 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 in 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. 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 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 liquidating trustee in the amount of $1.2 million in partial satisfaction of the Partnership's claims and those of its affiliates, 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. Elkay Mining Company: On December 17, 1999, Elkay Mining Company, a subsidiary of The Pittston Company, filed a suit for declaratory relief in response to a notice of event of default sent by the Partnership. The dispute surrounds the treatment by the lessee of a defect in the leased equipment, and the lessee's failure to notify that lessor of the defect in the equipment. All lease payments under that lease were made in a timely manner, and the equipment was returned and liquidated by the Partnership for $112,501.04, which is approximately 6% of the original equipment cost. The Partnership believes that it has suffered damages and loss as a result of actions of the lessee, in the amount of $773,402, which represents the difference in the proceeds netted from the sale of the equipment and the liquidated damages due under the lease. This matter has been litigated and the parties are awaiting decision from the Court. 12 The General Partner has filed for arbitration against the guarantor in San Francisco, as mandated by the lease. The General Partner believes that it has a reasonable basis for prevailing with respect to this matter, and will aggressively assert its defense. Applied Magnetics Corporation: In January 2000, Applied Magnetics Corporation filed for protection from creditors under Chapter 11 of the U. S. Bankruptcy Code. The Partnership had assets with a total net book value of $5,113,290 leased to Applied Magnetics Corporation at the bankruptcy filing date. On January 31, 2000, the General Partner was appointed to the Official Committee of Unsecured Creditors and served as the Chairperson of the Committee. Procedures were quickly undertaken for the liquidation of the Partnership's leased equipment, which proceeds resulted in the satisfaction of a portion of the non-recourse debt secured by the equipment. As of November 1, 2000, liquidation of the assets was completed. The debtor filed a Plan of Reorganization (the "Plan"), which was approved by a vote of the creditors of the debtor in October 2001. The Plan provided that the debtor change its name to "Integrated Micro-Technology", and enter into a new line of business, the manufacture and production of "micro-machines". As part of the Plan the Partnership, along with the other unsecured creditors, receive a proportionate share of their unsecured claims, in the form of ownership shares and warrants in the newly formed business. The success of this new business plan is highly uncertain. On February 13, 2002, the reorganized Debtor filed a notice of objection to the Funds claim due to duplication and an improper liquidated damages provision, which the Funds intend to dispute. The Partnership anticipates additional amounts may be recoverable through its equity interests in the reorganized lessee's business, however, any recoveries above the amounts received upon liquidation of the Partnership's equipment are highly uncertain and speculative. 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. 13 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, 2002 and December 31, 2001. Statement of changes in partners' capital for the three months ended March 31, 2002. Statements of operations for the three month periods ended March 31, 2002 and 2001. Statements of cash flows for the three month periods ended March 31, 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: May 13, 2002 ATEL CASH DISTRIBUTION FUND VI, 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 15