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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarterly period ended June 30, 2010

 

¨	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 Incorporation or organization)		(I. R. S. Employer 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨		Accelerated filer  ¨		Non-accelerated filer  ¨		Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The number of Limited Partnership Units outstanding as of July 31, 2010 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

Index

 

Part I.		Financial Information		3
Item 1.		Financial Statements (Unaudited)		3
		Balance Sheets, June 30, 2010 and December 31, 2009		3
		Statements of Operations for the three and six months ended June 30, 2010 and 2009		4
		Statements of Changes in Partners’ Capital for the year ended December 31, 2009 and for the six months ended June 30, 2010		5
		Statements of Cash Flows for the three and six months ended June 30, 2010 and 2009		6
		Notes to the Financial Statements		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 4T.		Controls and Procedures		17
Part II.		Other Information		18
Item 1.		Legal Proceedings		18
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.		Defaults Upon Senior Securities		18
Item 4.		[Reserved]		18
Item 5.		Other Information		18
Item 6.		Exhibits		18

 

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PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited).

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEETS

JUNE 30, 2010 AND DECEMBER 31, 2009

(In Thousands)

(Unaudited)

 

		June 30, 2010			December 31, 2009
ASSETS
Cash and cash equivalents		$	860		$	592
Accounts receivable			106			61
Prepaid expenses			1			5
Investments in equipment and leases, net of accumulated depreciation of $16,235 at June 30, 2010 and $15,715 at December 31, 2009			4,047			4,610
Total assets		$	5,014		$	5,268
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner		$	30		$	71
Other			195			204
Accrued interest payable			—			1
Non-recourse debt			—			344
Unearned operating lease income			98			102
Total liabilities			323			722
Commitments and contingencies
Partners’ capital:
General Partner			199			199
Limited Partners			4,492			4,347
Total Partners’ capital			4,691			4,546
Total liabilities and Partners’ capital		$	5,014		$	5,268

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(In Thousands Except for Units and Per Unit Data)

(Unaudited)

 

		Three months ended June 30,							Six months ended June 30,
		2010			2009				2010			2009
Revenues:
Leasing activities:
Operating leases		$	640		$	677			$	1,303		$	1,352
Gain on sales of assets			7			7				12			54
Other			1			—				1			—
Total revenues			648			684				1,316			1,406
Expenses:
Depreciation of operating lease assets			250			361				558			722
Cost reimbursements to General Partner			72			150				148			298
Professional fees			12			9				32			30
Railcar maintenance			115			119				247			220
Interest expense			—			10				3			23
Equipment and incentive management fees to General Partner			18			21				38			41
Other management fees			21			19				43			43
Outside services			20			20				40			46
Other			34			24				62			26
Total expenses			542			733				1,171			1,449
Net income (loss)		$	106		$	(49	)		$	145		$	(43	)
Net income (loss):
General Partner		$	—		$	—			$	—		$	—
Limited Partners			106			(49	)			145			(43	)
		$	106		$	(49	)		$	145		$	(43	)
Net income per Limited Partnership Unit		$	0.01		$	0.00			$	0.01		$	0.00
Weighted average number of Units outstanding			12,471,600			12,471,600				12,471,600			12,471,600

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2009

AND FOR THE

SIX MONTHS ENDED

JUNE 30, 2010

(In Thousands Except for Units and Per Unit Data)

(Unaudited)

 

		Limited Partners						General Partner
		Units		Amount							Total
Balance December 31, 2008		12,471,600		$	5,159			$	199		$	5,358
Distributions to Limited Partners ($0.05 per Unit)		—			(624	)			—			(624	)
Net loss		—			(188	)			—			(188	)
Balance December 31, 2009		12,471,600			4,347				199			4,546
Net income		—			145				—			145
Balance June 30, 2010		12,471,600		$	4,492			$	199		$	4,691

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2010 AND 2009

(In Thousands)

(Unaudited)

 

		Three months ended June  30,								Six months ended June  30,
		2010				2009				2010				2009
Operating activities:
Net income (loss)		$	106			$	(49	)		$	145			$	(43	)
Adjustment to reconcile net income (loss) to cash provided by operating activities:
Depreciation of operating lease assets			250				361				558				722
Gain on sales of assets			(7	)			(7	)			(12	)			(54	)
Reversal of provision for doubtful accounts			—				—				—				(8	)
Changes in operating assets and liabilities:
Accounts receivable			—				(6	)			(45	)			20
Prepaid expenses			2				1				4				3
Accounts payable and accruals:
General Partner			(20	)			(24	)			(41	)			(14	)
Affiliates			—				(1	)			—				—
Other			(3	)			1				(9	)			2
Accrued interest payable			(1	)			(1	)			(1	)			(2	)
Unearned operating lease income			(5	)			(3	)			(4	)			—
Net cash provided by operating activities			322				272				595				626
Investing activities:
Proceeds from sales of lease assets			10				9				17				80
Net cash provided by investing activities			10				9				17				80
Financing activities:
Repayments of non-recourse debt			(139	)			(198	)			(344	)			(394	)
Net cash used in financing activities			(139	)			(198	)			(344	)			(394	)
Net increase in cash and cash equivalents			193				83				268				312
Cash and cash equivalents at beginning of period			667				904				592				675
Cash and cash equivalents at end of period		$	860			$	987			$	860			$	987
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes		$	—			$	5			$	5			$	5
Cash paid during the period for interest		$	1			$	10			$	4			$	24

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1. Organization and partnership matters:

ATEL Cash Distribution Fund V, L.P. (the “Partnership” or the “Fund”) was formed under the laws of the State of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and acquiring equipment to engage in equipment leasing and sales activities. The Partnership may continue until December 31, 2013. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company. Prior to converting to a limited liability company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (“Units”) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the Initial Limited Partners’ Units and the offering was terminated. As of June 30, 2010, 12,471,600 Units were issued and outstanding.

The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates distributions to the partners of cash from operations and cash from sales or refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), which ended December 31, 2000; and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 4). The Partnership is required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of June 30, 2010, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of the General Partner.

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, 2009, filed with the Securities and Exchange Commission.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the full year.

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on equity or net income.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

2. Summary of significant accounting policies (continued):

 

In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after June 30, 2010, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term, expected future cash flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

Segment reporting:

The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Partnership operates in one reportable operating segment in the United States.

Certain of the Partnership’s lessee customers may have international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are based in the United States, and it is impractical for the Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.

The primary geographic regions in which the Partnership sought leasing opportunities were North America and Europe. Currently, 100% of the Partnership’s operating revenues are from customers domiciled in North America.

Per Unit data:

Net income and distributions per Unit are based upon the weighted average number of Limited Partners’ Units outstanding during the period.

Recent accounting pronouncements:

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosure about Fair Value Measurement” (“ASU 2010-06”). ASU 2010-06 requires additional disclosures related to recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements, and information on purchases, sales, issuances, and settlements in a rollforward reconciliation of Level 3 fair-value measurements. Except for the Level 3 reconciliation disclosures, which will be effective for fiscal years beginning after December 15, 2010, the guidance became effective for the Partnership beginning January 1, 2010 and was adopted during the first quarter of 2010 with no impact on the Partnership’s financial position, results of operations or cash flows.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

3. Investment in equipment and leases, net:

The Partnership’s investments in equipment and leases consist of the following (in thousands):

 

		Balance   December 31,   2009			Reclassifications & Additions / Dispositions				Depreciation/   Amortization   Expense or Amortization of Leases				Balance June  30, 2010
Net investment in operating leases		$	4,307		$	283			$	(558	)		$	4,032
Assets held for sale or lease, net of accumulated depreciation of $56 at June 30, 2010 and $1,037 at December 31, 2009			303			(288	)			—				15
Total		$	4,610		$	(5	)		$	(558	)		$	4,047

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for sale or lease. As a result of these reviews, management determined that no impairment losses existed in the three and six months ended June 30, 2010 and 2009. Depreciation expense on property subject to operating leases and property held for lease or sale was $250 thousand and $361 thousand for the respective three months ended June 30, 2010 and 2009, and was $558 thousand and $722 thousand for the respective six months ended June 30, 2010 and 2009.

All of the leased property was acquired in the years 1993 through 2004.

Operating leases:

Equipment on operating leases consists of the following (in thousands):

 

		Balance December 31, 2009				Additions				Reclassifications or Dispositions				Balance June 30, 2010
Transportation, rail		$	18,488			$	—			$	1,269			$	19,757
Containers			497				—				(43	)			454
			18,985				—				1,226				20,211
Less accumulated depreciation			(14,678	)			(558	)			(943	)			(16,179	)
Total		$	4,307			$	(558	)		$	283			$	4,032

The average estimated residual value for assets on operating leases was 17% and 18% of the assets’ original cost at June 30, 2010 and December 31, 2009, respectively.

At June 30, 2010, the aggregate amounts of future minimum lease payments under operating leases are as follows (in thousands):

 

				Operating Leases
Six months ending December 31, 2010				$	583
Year ending December 31, 2011					704
2012					191
2013					36
2014					36
2015					36
Thereafter					141
				$	1,727

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

3. Investment in equipment and leases, net (continued):

 

As indicated in Note 1, the Partnership is scheduled to terminate no later than December 31, 2013. In the event that any assets remain at such date, the Fund will venture to dispose of such assets in an orderly manner within a reasonable timeframe.

The Partnership utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. The useful lives for investment in leases by category are as follows (in years):

 

Equipment category		Useful Life
Transportation, rail		30 - 35
Containers		7 - 10

4. Related party transactions:

The terms of the Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Partnership.

The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as acquisition and disposition of equipment.

Each of ATEL Leasing Corporation (“ALC”) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services are performed by AFS.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon the type of cost incurred.

Incentive management fees are computed as 5% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed as 5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.

During the three and six months ended June 30, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements pursuant to the Partnership Agreement as follows (in thousands):

 

		Three Months Ended June 30,						Six Months Ended June 30,
		2010			2009			2010			2009
Cost reimbursements to General Partner		$	72		$	150		$	148		$	298
Equipment and incentive management fees to General Partner			18			21			38			41
		$	90		$	171		$	186		$	339

5. Non-recourse debt:

Non-recourse debt consisted of a note payable to a financial institution. The note was due in monthly installments. Interest on the note was at a fixed rate of 5.0%. The note was secured by assignments of lease payments and pledges of assets; and matured and was settled on May 1, 2010.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

6. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The General Partner knows of no facts or circumstances that would make the Partnership’s contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnership’s similar commitments is remote. Should any such indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.

7. Partners’ Capital:

As of June 30, 2010 and December 31, 2009, 12,471,600 Units were issued and outstanding (including the 50 Units issued to the Initial Limited Partners).

The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of a Unit holder who ceases to be a U.S. Citizen, for a price equal to 100% of the holder’s capital account. The Partnership is otherwise permitted, but not required, to repurchase Units upon a holder’s request. The repurchase of Fund units is made in accordance with Section 13 of the Amended and Restated Agreement of Limited Partnership. The repurchase would be at the discretion of the General Partner on terms it determines to be appropriate under given circumstances, in the event that the General Partner deems such repurchase to be in the best interest of the Partnership; provided, the Partnership is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, the tendered Units are cancelled. Units repurchased in prior periods were repurchased at amounts representing the original investment less cumulative distributions made to the unit-holder with respect to the Units. All Units repurchased during a quarter are deemed to be repurchased effective the last day of the preceding quarter, and are not deemed to be outstanding during, or entitled to allocations of net income, net loss or distributions for the quarter in which such repurchase occurs.

As defined in the Limited Partnership Agreement, the Partnership’s Net Income, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. There were no such allocations made during the respective three and six months periods ended June 30, 2010 and 2009.

As defined in the Limited Partnership Agreement, available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:

First, 5% of Distributions of Cash from Operations to AFS as Incentive Management Fee;

Second, the balance to the Limited Partners until the Limited Partners have received Aggregate Distributions 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;

Third, AFS will receive as Incentive Management Compensation, the following:

 

(A)

10% of remaining Cash from Operations and

 

(B)

15% of remaining Cash from Sales or Refinancing; and

Fourth, the balance to the Limited Partners.

There were no distributions paid to the Limited Partners during the three and six months ended June 30, 2010 and 2009.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

8. Fair value measurements:

Fair value measurements and disclosures are based on a fair value hierarchy as determined by significant inputs used to measure fair value. The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, generally on a national exchange.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market.

Level 3 – Valuation is modeled using significant inputs that are unobservable in the market. These unobservable inputs reflect the Partnership’s own estimates of assumptions that market participants would use in pricing the asset or liability.

At June 30, 2010 and December 31, 2009, the Partnership had no assets or liabilities that require measurement at fair value on a recurring or non-recurring basis.

The following disclosure of the estimated fair value of financial instruments is made in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification. Fair value estimates, methods and assumptions, set forth below for the Partnership’s financial instruments, are made solely to comply with the requirements of the Financial Instruments Topic and should be read in conjunction with the Partnership’s financial statements and related notes.

The Partnership has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate and consistent with the fair value accounting guidance. Considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Partnership could realize or has realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Cash and cash equivalents:

The recorded amounts of the Partnership’s cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.

Non-recourse debt:

The fair value of the Partnership’s non-recourse debt is estimated using discounted cash flow analyses, based upon the current market borrowing rates for similar types of borrowing arrangements.

Limitations:

The fair value estimates presented herein were based on pertinent information available to the Partnership as of June 30, 2010 and December 31, 2009. Although the Partnership is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

 

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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

8. Fair value measurements (continued):

 

The following table presents estimated fair values of the Partnership’s financial instruments in accordance with the guidance provided by the Financial Instruments Topic of the FASB Accounting Standards Codification at June 30, 2010 and December 31, 2009 (in thousands):

 

		June 30, 2010						December 31, 2009
		Carrying  Amount			Estimated Fair Value			Carrying  Amount			Estimated Fair Value
Financial assets:
Cash and cash equivalents		$	860		$	860		$	592		$	592
Financial liabilities:
Non-recourse debt			—			—			344			348

 

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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,” (“MD&A”) 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. In particular, the economic recession and changes in general economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital. The Partnership’s performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnership’s performance is also subject to risks relating to the value of its equipment at the end of its leases, which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. 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.

Overview

ATEL Cash Distribution Fund V, L.P. (the “Partnership”) is a California partnership that was formed in September 1992 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”), a California limited liability company.

The Partnership conducted a public offering of 12,500,000 Limited Partnership Units (“Units”), at a price of $10 per Unit. The offering was terminated in November 1994. During early 1995, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (“Reinvestment Period”) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to acquire additional equipment.

The Partnership may continue until December 31, 2013. However, pursuant to the guidelines of the Limited Partnership Agreement (“Partnership Agreement”), the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2000.

As of June 30, 2010, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.

Results of Operations

The three months ended June 30, 2010 versus the three months ended June 30, 2009

The Partnership had net income totaling $106 thousand for the second quarter of 2010 compared to a net loss of $49 thousand for the prior year period. The results for the second quarter of 2010 reflect a decrease in total operating expenses offset, in part, by a reduction in revenues when compared to the same period of 2009.

Revenues

Total revenues for the second quarter of 2010 decreased by $36 thousand, or 5%, as compared to the prior year period. The decrease was mainly due to a $37 thousand period over period decline in operating lease revenues resulting from a lower negotiated rate on a lease that renewed in 2009 and, albeit reduced, the continued sales of lease assets.

Expenses

Total expenses for the second quarter of 2010 decreased by $191 thousand, or 26%, as compared to the prior year period. The net reduction in expenses was primarily a result of decreases in depreciation expense and costs reimbursed to AFS totaling $111 thousand and $78 thousand, respectively.

 

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The period over period decrease in depreciation expense was largely a result of asset dispositions combined with an increase in the number of assets that were fully depreciated during the period; and the decline in costs reimbursed to AFS was mainly due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the General Partner.

The six months ended June 30, 2010 versus the six months ended June 30, 2009

The Partnership had net income totaling $145 thousand for the six months ended June 30, 2010 compared to a net loss of $43 thousand for the prior year period. The results for the first half of 2010 reflect a decrease in total operating expenses offset, in part, by a reduction in revenues when compared to the same period of 2009.

Revenues

Total revenues for the first half of 2010 decreased by $90 thousand, or 6%, as compared to the prior year period. The decrease was mostly comprised of a $49 thousand period over period decline in operating lease revenues and a $42 thousand reduction in gain on sales of lease assets.

Operating lease revenues decreased mainly due to a lower negotiated rate on a lease that renewed in 2009 and, albeit reduced, the continued sales of lease assets. Gains on sales of lease assets declined as fewer containers and no railcars were sold in the first half of 2010.

Expenses

Total expenses for the first half of 2010 decreased by $278 thousand, or 19%, as compared to the prior year period. The net reduction in expenses was primarily a result of decreases in depreciation expense and costs reimbursed to AFS offset, in part, by increases in railcar maintenance expense and other expense.

The period over period decrease in depreciation expense totaled $164 thousand, or 23%, and was largely a result of asset dispositions combined with an increase in the number of assets that were fully depreciated during the period; and, the reduction in costs reimbursed to AFS totaled $150 thousand, or 50%, and was mainly due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the General Partner.

Partially offsetting the aforementioned decreases in expenses were increases in other expense and railcar maintenance expense totaling $36 thousand and $27 thousand, respectively. The increase in other expense was largely due to increased printing and postage costs. In addition, other expense during the first half of 2009 included an $8 thousand recovery of a prior period provision related to delinquent receivables. The increase in railcar maintenance expense was attributable to a period over period increase in leased railcar activity.

Capital Resources and Liquidity

The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds from lease asset sales exceed expenses and decreasing as distributions are made to the partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source of liquidity for the Partnership has been its cash flow from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnership’s success in remarketing or selling the equipment as it comes off rental.

The changes in the Partnership’s cash flow for the three and six months ended June 30, 2010 as compared to the three and six months ended June 30, 2009 are as follows:

The three months ended June 30, 2010 versus the three months ended June 30, 2009

 

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Operating Activities

Cash provided by operating activities increased by $50 thousand, or 18%, for the second quarter of 2010 as compared to the prior year period. The net increase in cash flow was mainly attributable to a $44 thousand increase in net operating results, as adjusted for non-cash revenue and expense items such as gains on sales of assets and depreciation expense, which improved due to reductions in certain operating expenses partially offset by a smaller decline in operating lease revenues.

 

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Investing Activities

Cash provided by investing activities for the second quarter of 2010 was virtually unchanged when compared to the prior year period. Such cash represents proceeds from the sale of containers during both periods.

 

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Financing Activities

Net cash used in financing activities decreased by $59 thousand, or 30%, for the second quarter of 2010 as compared to the prior year period. The decrease in cash used (increase in cash flow) was mainly due to the lower amount of scheduled principal payments made on the Partnership’s non-recourse debt which matured and was fully settled on May 1, 2010.

The six months ended June 30, 2010 versus the six months ended June 30, 2009

 

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Operating Activities

Cash provided by operating activities decreased by $31 thousand, or 5%, for the first half of 2010 as compared to the prior year period. The net decrease in cash flow was mainly attributable to an unfavorable year over year six-month change in both accounts receivable and accounts payable activities offset, in part, by an increase in net operating results, as adjusted for non-cash revenue and expense items such as gains on sales of assets and depreciation expense.

The change in accounts receivable reduced cash flow by $65 thousand and was primarily a result of an increase in accrued billings during the first half of 2010 as compared to the prior year period. Likewise, the change in accounts payable reduced cash flow by $38 thousand largely due to a higher total amount of prior year accruals paid during the first half of 2010 versus 2009. Such accruals primarily related to costs reimbursed to the General Partner.

Partially offsetting the aforementioned decreases in cash flow was a $74 thousand improvement in cash flow resulting from an increase in net operating results, as adjusted for non-cash items. The increase was largely due to reductions in certain operating expenses partially offset by a smaller decline in operating lease revenues.

 

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Investing Activities

Cash provided by investing activities for the first half of 2010 declined by $63 thousand, or 79%, when compared to the prior year period, primarily due to a decrease in proceeds from sales of lease assets, which declined on lower volume of equipment sold during the first half of 2010 as compared to the same period in 2009.

 

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Financing Activities

Net cash used in financing activities decreased by $50 thousand, or 13%, for the first half of 2010 as compared to the prior year period. The decrease in cash used (increase in cash flow) was mainly due to the lower amount of scheduled principal payments made on the Partnership’s non-recourse debt which matured and was fully settled on May 1, 2010.

In a normal economy, if inflation in the general economy becomes significant, it may affect the Partnership in as much as the residual (resale) values 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. In addition, if interest rates increase significantly under such circumstances, 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.

The Partnership currently has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, 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. AFS envisions no such requirements for operating purposes. As of May 1, 2010, the Partnership has repaid all of its debt obligations.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the second quarter of 1993. At June 30, 2010, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.

 

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Item 4T.

Controls and procedures.

Evaluation of disclosure controls and procedures

The Partnership’s General Partner’s President and Chief Executive Officer, and Executive Vice President and Chief Financial Officer and Chief Operating Officer (“Management”), evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on the evaluation of the Partnership’s disclosure controls and procedures, Management concluded that as of the end of the period covered by this report, the design and operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, which is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partner’s internal control over financial reporting, as it is applicable to the Partnership, during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

 

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PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings.

In the ordinary course of conducting business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnership’s financial position or results of operations.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3.

Defaults Upon Senior Securities.

None.

 

Item 4.

[Reserved].

 

Item 5.

Other Information.

None.

 

Item 6.

Exhibits.

Documents filed as a part of this report:

 

1.

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 not applicable, and therefore have been omitted.

 

2.

Other Exhibits

31.1    Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash

31.2    Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi

32.1    Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash

32.2    Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi

 

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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: August 11, 2010

 

				ATEL Cash Distribution Fund V, L.P. (Registrant)
By:		ATEL Financial Services, LLC
		General Partner of Registrant
				By:		/s/ Dean L. Cash
						Dean L. Cash,
						President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)
				By:		/s/ Paritosh K. Choksi
						Paritosh K. Choksi,
						Executive Vice President and Chief Financial Officer and
						Chief Operating Officer of ATEL Financial Services, LLC
						(General Partner)
				By:		/s/ Samuel Schussler
						Samuel Schussler,
						Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)

 

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