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, 2001 |_| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from _______ to _______ Commission File Number 000-23842 ATEL Cash Distribution Fund V, L.P. (Exact name of registrant as specified in its charter) California 94-3165807 - ---------- ---------- (State or other jurisdiction of (I. R. S. Employer incorporation or organization) Identification No.) 235 Pine Street, 6th Floor, San Francisco, California 94104 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 989-8800 Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| DOCUMENTS INCORPORATED BY REFERENCE None 1 Part I. FINANCIAL INFORMATION Item 1. Financial Statements. 2 ATEL CASH DISTRIBUTION FUND V, L.P. BALANCE SHEETS MARCH 31, 2001 AND DECEMBER 31, 2000 (Unaudited) ASSETS 2001 2000 ---- ---- Cash and cash equivalents $ 525,564 $1,571,943 Accounts receivable 2,050,654 2,299,308 Notes receivable, net of allowance for doubtful account of $100,605 in 2001 and 2000 1,309,783 1,309,783 Investments in leases 41,416,500 44,819,860 --------------------- ----------------- Total assets $ 45,302,501 $50,000,894 ===================== ================= LIABILITIES AND PARTNERS' CAPITAL Non-recourse debt $14,475,591 $16,389,312 Line of credit 2,000,000 1,000,000 Accounts payable: Equipment purchases 1,352 1,352 General Partner 102,492 76,886 Other 821,478 860,649 Accrued interest expense 47,568 61,866 Unearned operating lease income 79,271 194,253 --------------------- ----------------- Total liabilities 17,527,752 18,584,318 Partners' capital: General Partner 187,715 186,646 Limited Partners 27,587,034 31,229,930 --------------------- ----------------- Total partners' capital 27,774,749 31,416,576 --------------------- ----------------- Total liabilities and partners' capital $ 45,302,501 $50,000,894 ===================== ================= See accompanying notes. 3 ATEL CASH DISTRIBUTION FUND V, L.P. INCOME STATEMENTS THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 (Unaudited) Revenues: 2001 2000 ---- ---- Leasing activities: Operating leases $ 1,553,439 $2,811,074 Direct financing leases 151,390 390,128 Leveraged leases 14,243 2,410 Gain on sales of assets 282,187 150,078 Interest income 13,691 39,164 Other 1,165 5,285 --------------------- ----------------- 2,016,115 3,398,139 Expenses: Depreciation and amortization 1,183,416 1,679,517 Interest expense 293,909 338,024 Cost reimbursements to General Partner 173,833 72,350 Equipment and incentive management fees to General Partner 102,492 115,923 Other 72,200 53,240 Professional fees 71,736 20,978 Railcar maintenance 11,610 94,576 --------------------- ----------------- 1,909,196 2,374,608 --------------------- ----------------- Net income $ 106,919 $1,023,531 ===================== ================= Net income: General Partner $ 1,069 $ 10,235 Limited Partners 105,850 1,013,296 --------------------- ----------------- $ 106,919 $1,023,531 ===================== ================= Net income per Limited Partnership Unit $ 0.01 $ 0.08 Weighted average number of Units outstanding 12,497,000 12,497,000 STATEMENT OF CHANGES IN PARTNERS' CAPITAL THREE MONTH PERIOD ENDED MARCH 31, 2001 (Unaudited) Limited Partners General Units Amount Partner Total Balance December 31, 2000 12,497,000 $31,229,930 $ 186,646 $31,416,576 Distributions to limited partners (3,748,746) - (3,748,746) Net income 105,850 1,069 106,919 ----------------- ---------------- --------------------- ----------------- Balance March 31, 2001 12,497,000 $27,587,034 $ 187,715 $27,774,749 ================= ================ ===================== ================= See accompanying notes. 4 ATEL CASH DISTRIBUTION FUND V, L.P. STATEMENTS OF CASH FLOWS THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000 Operating activities: 2001 2000 ---- ---- Net income $ 106,919 $1,023,531 Adjustment to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,183,416 1,679,517 Gain on sales of lease assets (282,187) (150,078) Leveraged lease income (14,243) (2,410) Changes in operating assets and liabilities: Accounts receivable 248,654 740,761 Accounts payable, General Partner 25,606 23,764 Accounts payable, other (39,171) 12,032 Accrued interest expense (14,298) (10,002) Unearned operating lease income (114,982) (143,669) --------------------- ----------------- Net cash provided by operations 1,099,714 3,173,446 --------------------- ----------------- Investing activities: Proceeds from sales of lease assets 2,370,549 2,085,860 Reduction of net investment in direct financing leases 117,339 153,893 Reduction of net investment in leveraged leases 28,486 4,820 --------------------- ----------------- Net cash provided by investing activities 2,516,374 2,244,573 --------------------- ----------------- Financing activities: Distributions to Limited Partners (3,748,746) (3,747,991) Repayments of non-recourse debt (1,913,721) (1,701,838) Borrowings under line of credit 1,000,000 - --------------------- ----------------- Net cash used in financing activities (4,662,467) (5,449,829) --------------------- ----------------- Net decrease in cash and cash equivalents (1,046,379) (31,810) Cash and cash equivalents at beginning of period 1,571,943 3,330,065 --------------------- ----------------- Cash and cash equivalents at end of period $ 525,564 $3,298,255 ===================== ================= Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 308,207 $ 348,026 ===================== ================= See accompanying notes. 5 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (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 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 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 Balance December 31, Amortization Reclassifications March 31, 2000 of Leases & Dispositions 2001 ---- --------- -------------- ---- Net investment in operating leases $ 32,786,220 $ (1,114,777) $ (699,375) $30,972,068 Net investment in direct financing leases 10,806,430 (117,339) (1,100,048) 9,589,043 Net investment in leveraged leases 1,567,840 (14,243) (247,501) 1,306,096 Residual value interests 835,759 - - 835,759 Assets held for sale or lease 414,733 - (41,438) 373,295 Reserve for losses (2,224,816) - - (2,224,816) Initial direct costs, net of accumulated amortization of $1,396,983 in 2000 and $1,314,532 in 2001 633,694 (68,639) - 565,055 ----------------- ---------------- --------------------- ----------------- $ 44,819,860 $ (1,314,998) $ (2,088,362) $41,416,500 ================= ================ ===================== ================= 6 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) 3. Investment in leases (continued): Property on operating leases consists of the following: Balance Balance December 31, Reclassifications March 31, 2000 Depreciation & Dispositions 2001 ---- ------------ -------------- ---- Transportation $ 39,986,135 $ (1,955,780) $38,030,355 Construction 11,811,563 (120,465) 11,691,098 Materials handling 4,258,309 (518,682) 3,739,627 Manufacturing 3,128,154 - 3,128,154 ----------------- ---------------- --------------------- ----------------- 59,184,161 (2,594,927) 56,589,234 Less accumulated depreciation (26,397,941) $ (1,114,777) 1,895,552 (25,617,166) ----------------- ---------------- --------------------- ----------------- $ 32,786,220 $ (1,114,777) $ (699,375) $30,972,068 ================= ================ ===================== ================= All of the property on leases was acquired in 1993, 1994, 1995, 1996 and 1997. At March 31, 2001, the aggregate amounts of future minimum lease payments are as follows: Direct Year ending Operating Financing December 31, Leases Leases Total ------------ ------ ------ ----- 2001 $3,925,388 $1,524,684 $ 5,450,072 2002 3,544,551 1,955,437 5,499,988 2003 1,722,093 428,734 2,150,827 2004 767,944 622,852 1,390,796 2005 821,534 496,654 1,318,188 Thereafter 4,639,278 4,511,271 9,150,549 ----------------- ---------------- --------------------- $ 15,420,788 $9,539,632 $ 24,960,420 ================= ================ ===================== 7 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (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 6.7% to 10.53%. Future minimum principal payments of non-recourse debt are as follows: Year ending December 31, Principal Interest Total ------------ --------- -------- ----- 2001 $2,812,319 $ 730,585 $ 3,542,904 2002 2,725,049 694,127 3,419,176 2003 709,048 553,832 1,262,880 2004 453,005 513,642 966,647 2005 481,214 485,263 966,477 Thereafter 7,294,956 2,432,093 9,727,049 ----------------- ---------------- --------------------- $ 14,475,591 $5,409,542 $ 19,885,133 ================= ================ ===================== 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, 2001 (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: 2001 2000 ---- ---- Costs reimbursed to General Partner $ 173,833 $ 72,350 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). 102,492 115,923 --------------------- ----------------- $ 276,325 $ 188,273 ===================== ================= 6. Partner's capital: As of March 31, 2001, 12,497,000 Units of Limited Partnership (Units) interest were issued and outstanding (including the 50 Units issued to the initial Limited Partners). The Partnership is authorized to issue up to 12,500,000 Units in addition to those issued to the initial Limited Partners. The Partnership'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 Partnership Agreement, 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. 9 ATEL CASH DISTRIBUTION FUND V, L.P. NOTES TO FINANCIAL STATEMENTS MARCH 31, 2001 (Unaudited) 7. Line of credit: The Partnership participates with the General Partner and certain of its Affiliates in a $62,000,000 revolving credit agreement with a group of financial institutions which expires on April 12, 2002. The agreement includes an acquisition facility and a warehouse facility which are used to provide bridge financing for assets on leases. Draws on the acquisition facility by any individual borrower are secured only by that borrower's assets, including equipment and related leases. Borrowings on the warehouse facility are recourse jointly to certain of the Affiliates, the Partnership and the General Partner. The Partnership had $1,000,000 of borrowings under the agreement at March 31, 2001. The credit agreement includes certain financial covenants applicable to each borrower. The Partnership was in compliance with its covenants as of March 31, 2001. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Capital Resources and Liquidity In 2001 and 2000, the Partnership's primary sources of cash were proceeds from sales of lease assets and 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 $62,000,000 revolving line of credit with a financial institution. The line of credit expires on April 12, 2002. 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, 2001, the Partnership had borrowed $58,317,911 on a non-recourse basis with remaining unpaid balances of $14,475,591. 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 expects 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. No commitments of capital have been or are expected to be made other than for the acquisition of additional equipment. As of March 31, 2001, the Partnership had 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. 11 Cash Flows In both 2001 and 2000, the Partnership's primary operating source of cash was revenues from operating leases. Operating lease revenues decreased by $1,257,635, primarily as a result of sales of operating lease assets over the last year. In 2001 and 2000, 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. Rents on direct financing and leveraged leases (accounted for as reductions in the net investment in such leases) also provided cash in both 2001 and 2000. In 2001 and 2000, the single largest financing use of cash was distributions to limited partners. The amount of such distributions did not change significantly. In 2001, the only source of cash from financing activities was $1,000,000 borrowed on the line of credit. There were no sources of cash from financing activities in 2000. As a result of scheduled debt payments, certain notes have been paid off. This would have led to an overall reduction in the amounts of cash used to repay debt compared to 2000. The total principal payments increase because of an early repayment of debt of $696,742. Results of operations Operations resulted in net income of $106,919 in 2001 compared to $1,023,531 in 2000. Operating lease revenues (and the related depreciation expense) have decreased as a result of sales of assets over the last year. Direct financing lease revenues have decreased due to the same cause. As scheduled debt payments have been made, debt balances have been reduced. This caused interest expense to decrease by $44,115 compared to 2000. Sales of lease assets increased in the first quarter of 2001 compared to the same period in 2000. Gains recognized on these sales increased from $150,078 in 2000 to $282,187 in 2001. PART II. OTHER INFORMATION Item 1. Legal Proceedings. The following is a discussion of legal matters involving the Partnership but which do not represent claims against the Partnership or its assets, except for the claim by Republic Financial Corporation described below. No other material legal proceedings are currently pending against the Partnership or against any of its assets. Schwegmann's Giant Supermarkets: In October 1997, Schwegmann's Giant Supermarkets defaulted on the timely performance of the lease payments, and certain other obligations under the lease, with respect to two of five locations of retail grocery store fixtures and equipment, with a receivable balance then totaling approximately $1.7 million. The remaining portion of the lease payments with respect to three of five stores was assumed by SGSM Acquisition Company (a subsidiary of Kohlberg and Co.) ("SGSM"). Payments with respect to these leases remained current until February 1999; however, on March 26, 1999, SGSM filed for protection under Chapter 11 of the U.S. Bankruptcy Code. On February 22, 2000, and then on September 20, 2000, two of the obligors under the original lease, Schwegmann Westside Expressway Inc. and Schwegmann Giant Supermarkets Partnership, filed for protection under Chapter 11 of the U.S. Bankruptcy Code, respectively. 12 The Partnership has liquidated all equipment leased under their lease, resulting in net proceeds of $384,353.41, which represent 9.26% of original equipment cost. The Partnership obtained and recorded a judgment against the lessee and guarantors in the approximate amount of $2.8 million, and pursued recovery of these liquidated damages, plus expenses, due under the lease. The lessee claimed sufficient assets to satisfy the claims of all secured creditors of the lessee; however, the lessee's assets are primarily relatively illiquid real property investments. The lessee received $15,000,000 in proceeds from a parcel of real property sold to a large home improvement retail chain, which amount was sufficient to pay off substantially all of the creditors, including the Partnership's claim of $2.8 million. As of this date, the Partnership has received in excess of $2.6 million in satisfaction of its claim, and the General Partner believes that it has a reasonable basis for assuming recovery of its remaining liquidated damages balance, in the approximate amount of $800,000 in full satisfaction of its claim. Pegasus Gold Corporation: On January 16, 1998, Pegasus Gold Corporation filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The initial meeting of creditors established by the U.S. Trustee's Office was held on March 9, 1998. The lessee's lease with the Partnership had previously been leveraged on a non-recourse basis with The CIT Group/Equipment Financing, Inc. ("CIT"), and all lease receivables (currently estimated at $2,211,902 as of February 14, 2001) were assigned to the lender. Consequently, the Partnership's exposure is no greater than the fair market residual value of the equipment under lease, currently estimated at $1,101,803. The reorganized lessee/debtor has assumed the Partnership's lease in the Bankruptcy Court and cured all past due payments which are now current. The Partnership has entered into an Escrow Agreement with CIT, wherein CIT has agreed not to foreclose on the Partnership's interest so long as the lessee continues to perform under the lease. At this time, the lessee is current in its lease obligations. The ultimate recovery under this lease is dependent on the price of gold remaining at a level sufficient to make the lessee's operations profitable, and, consequently, any assessment of the impact of an adverse outcome of this matter remains uncertain, although at this point, only 18 months remain of the original seven-year lease term. Quaker Coal Company: On December 31, 1997, Quaker Coal Company requested a moratorium on lease payments from January through March 1998. No lease payments were made by the lessee through June of 1998, and as a result, the General Partner declared the lease in default. Subsequently, the lessee cured the outstanding payments and eventually satisfied substantially all lease payments due under the Lease; however, the General Partner refused to waive the default and insisted on contractual damages. The General Partner filed a suit against the lessee for its contractual damages in the U.S. District Court of Northern California (the "Court") (Case No. 98-02971 THE). On June 16, 2000, the lessee filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The amounts of these damages have not been included in the financial statements included in Part I, Item 1 of this report. The Partnership obtained a stipulation for relief from the automatic bankruptcy stay to allow the Court to issue its ruling, and filed a request to participate on the Official Committee of Unsecured Creditors in the bankruptcy proceedings. The Partnership succeeded upon securing the return of its equipment, which has been liquidated, netting approximately 17% of the original equipment cost. The Court issued a ruling on March 4, 2001, denying the Partnership's claim for damages. The Lessee subsequently filed a claim against the Partnership, for reimbursement of its legal expenses. The General Partner believes the Court's decision is erroneous, as a matter law, and has filed an appeal of the decision in the U.S. District Court of Appeals. Currently, the likelihood of recovery of amounts above the payment of the lease rent and the liquidation of the equipment is speculative and highly uncertain. 13 Republic Transportation Finance, Inc.: On September 11, 2000, Republic Transportation Finance, Inc. and its parent, Republic Financial Corporation (collectively, "Republic"), filed suit against the Partnership, claiming relief in the approximate amount of $1,110,770, representing Republic's interpretation of their proceeds to a residual sharing arrangement. The Partnership does not dispute that remarketing proceeds are owed to Republic, merely the amount. The Partnership believes that Republic is entitled to approximately $587,317, based upon the Partnership's interpretation of the contract. The Partnership believes that the suit is without merit, and is aggressively defending the action. Although the Partnership lost its request for dismissal of the suit for failure of establishing personal jurisdiction, and is preparing to defend on the merits of the case, it is simultaneously seeking an acceptable settlement. Although the Partnership believes it has a reasonable basis for prevailing or arriving at a satisfactory settlement, the outcome of this matter remains 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, March 31, 2001 and December 31, 2000. Statements of income for the three month periods ended March 31, 2001 and 2000. Statement of changes in partners' capital for the three month period ended March 31, 2001. Statements of cash flows for the three month periods ended March 31, 2001 and 2000. Notes to the Financial Statements 2. Financial Statement Schedules All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) Report on Form 8-K None 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 11, 2001 ATEL CASH DISTRIBUTION FUND V, L.P. (Registrant) By: ATEL Financial Corporation General Partner of Registrant By: /s/ Dean L. Cash ---------------------------------- Dean L. Cash President and Chief Executive Officer of General Partner By: /s/ Paritosh K. Choksi ------------------------------------ Paritosh K. Choksi Principal financial officer of registrant By: /s/ Donald E. Carpenter ------------------------------------ Donald E. Carpenter Principal accounting officer of registrant 15