ATEL CASH DISTRIBUTION FUND V L P
10-Q, 1996-05-14
EQUIPMENT RENTAL & LEASING, NEC
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                                   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, 1996

           |_|      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

Report on Form 8-K dated March 29, 1996,  filed April 12, 1996  (Commission File
No. 000-23842) is hereby incorporated by reference into Part II hereof.

<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                 BALANCE SHEETS

                      MARCH 31, 1996 AND DECEMBER 31, 1995
                                   (Unaudited)


                                     ASSETS

                                                     1996              1995
                                                     ----              ----
Cash and cash equivalents                            $782,431        $2,401,318

Accounts receivable                                 2,056,254         2,377,496

Other assets                                           10,000            10,000

Investments in leases                             144,128,475       131,686,535
                                             ----------------- -----------------
Total assets                                     $146,977,160      $136,475,349
                                             ================= =================


                                               LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                 $32,890,429       $19,129,298
Line of credit                                     27,203,642        26,292,088
Accounts payable:
   Equipment purchases                                560,550            14,097
   General Partner                                    342,916         1,026,433
   Other                                              251,269           814,853
Accrued interest expense                              150,013           381,631
Deposits due to lessees                               124,235           627,508
Unearned operating lease income                       699,504           817,306
                                             ----------------- -----------------
Total liabilities                                  62,222,558        49,103,214
Partners' capital:
     General Partner                                   30,036            22,568
     Limited Partners                              84,724,566        87,349,567
                                             ----------------- -----------------
Total partners' capital                            84,754,602        87,372,135
                                             ----------------- -----------------
Total liabilities and partners' capital          $146,977,160      $136,475,349
                                             ================= =================

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1996 AND 1995
                                   (Unaudited)

Revenues:                                           1996              1995
                                                    ----              ----
   Leasing activities:
      Operating leases                             $5,048,533        $4,695,880
      Direct financing leases                         812,981           269,838
      Leveraged leases                                 42,620            88,677
      Gain on sales of assets                         138,045           333,998
Interest income                                        14,546            22,339
Other                                                  13,263             2,735
                                             ----------------- -----------------
                                                    6,069,988         5,413,467
Expenses:
Depreciation and amortization                       3,860,496         3,661,436
Interest expense                                      844,556           146,033
Equipment and incentive management fees to 
   General Partner                                    412,874           476,211
Administrative cost reimbursements to General
   Partner                                             74,542           105,613
Provision for losses                                   60,700            54,135
Professional fees                                      38,403            40,457
Other                                                  31,599            32,479
                                             ----------------- -----------------
                                                    5,323,170         4,516,364
                                             ----------------- -----------------
Net income                                           $746,818          $897,103
                                             ================= =================

Net income:
   General Partner                                     $7,468            $8,971
   Limited Partners                                   739,350           888,132
                                             ----------------- -----------------
                                                     $746,818          $897,103
                                             ================= =================

Net income per Limited Partnership Unit                 $0.06             $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, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Limited Partners               General
                                         Units            Amount           Partner            Total

<S>                                     <C>             <C>                   <C>           <C>        
Balance December 31, 1995               12,500,050      $87,349,567           $22,568       $87,372,135
Distributions to limited partners                        (3,364,351)                         (3,364,351)
Net income                                                  739,350             7,468           746,818
                                  ----------------- ---------------- ----------------- -----------------
Balance March 31, 1996                  12,500,050      $84,724,566           $30,036       $84,754,602
                                  ================= ================ ================= =================
</TABLE>

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1996 AND 1995


Operating activities:                               1996              1995
                                                    ----              ----
Net income                                           $746,818          $897,103
Adjustment to reconcile net income to cash 
  provided by operating activities:
   Depreciation and amortization                    3,860,496         3,661,436
   Gain on sales of lease assets                     (138,045)         (333,998)
   Provision for losses                                60,700            54,135
   Changes in operating assets and liabilities:
      Accounts receivable                             321,242          (483,923)
      Accounts payable, General Partner              (683,517)         (758,399)
      Accounts payable, other                        (563,584)           21,527
      Deposits due to lessees                        (503,273)             (217)
      Accrued interest expense                       (231,618)           15,826
      Unearned operating lease income                (117,802)           (5,046)
                                             ----------------- -----------------
Net cash provided by operations                     2,751,417         3,068,444
                                             ----------------- -----------------

Investing activities:
Purchases of equipment on operating leases        (16,179,635)       (4,349,820)
Reduction of net investment in direct 
   financing leases                                   270,474           127,910
Proceeds from sales of lease assets                   225,764         1,206,823
Reduction of net investment in leveraged 
   leases                                             127,314            21,739
Initial direct costs paid to General Partner         (122,554)         (159,752)
Purchases of equipment on direct financing 
   leases                                                   -          (173,585)
                                             ----------------- -----------------
Net cash used in investing activities             (15,678,637)       (3,326,685)
                                             ----------------- -----------------
Financing activities:
Borrowings under line of credit                    18,096,000                 -
Repayments of borrowings under line of credit     (17,184,447)                -
Proceeds of non-recourse debt                      17,968,167                 -
Repayments of non-recourse debt                    (4,207,036)         (226,492)
Distributions to Limited Partners                  (3,364,351)       (3,258,075)
Payment of syndication costs to General 
   Partner                                                  -           (82,579)
                                             ----------------- -----------------
Net cash (used in) provided by financing 
   activities                                      11,308,333        (3,567,146)
                                             ----------------- -----------------

Net (decrease) increase in cash and 
   cash equivalents                                (1,618,887)       (3,825,387)

Cash and cash equivalents at beginning 
   of period                                        2,401,318         5,956,752
                                             ----------------- -----------------
Cash and cash equivalents at end of period           $782,431        $2,131,365
                                             ================= =================
Supplemental disclosures of cash flow information:

Cash paid during the period for interest           $1,076,174          $130,207
                                             ================= =================
Supplemental schedule of non-cash transactions:

Operating lease assets reclassified to 
   direct financing lease assets                   $2,025,000           $69,388
                                             ================= =================
Operating lease assets reclassified 
   to assets held or sale or lease                     $5,916
                                             =================

                             See accompanying notes.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996
                                   (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 or the General Partner on
behalf of the Partnership, will incur costs in connection with the organization,
registration  and issuance of the Units.  The amount of such costs to be born by
the Partnership is limited by certain provisions in the Partnership Agreement.

As of  November  15,  1994,  the  Partnership  had  received  subscriptions  for
12,500,000 Limited  Partnership Units  ($125,000,000) in addition to the Initial
Limited Partners' 50 Units. All of those Units were issued and outstanding as of
March 31, 1996.

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.




<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996
                                   (Unaudited)


3.  Investment in leases:

The Partnership's investment in leases consists of the following:
<TABLE>
<CAPTION>
                                                                              Depreciation
                                           Balance                             Expense or        Reclassi-          Balance
                                        December 31,                          Amortization      fications or       March 31,
                                            1995              Additions         of Leases       Dispositions          1996
                                            ----              ---------         ---------     ---------------         ----
<S>                                         <C>                 <C>              <C>               <C>              <C>         
Net investment in operating
   leases                                    $90,328,014        $16,726,088      ($3,571,560)      ($2,118,635)     $101,363,907
Net investment in direct
   financing leases                           32,688,774                  -         (270,474)        2,025,000        34,443,300
Net investment in leveraged
   leases                                      4,854,410                  -         (127,314)                -         4,727,096
Residual value interests                         835,760                  -                -                 -           835,760
Assets held for sale or lease                          -                  -                -             5,916             5,916
Reserve for losses                            (1,021,171)                 -          (60,700)                -        (1,081,871)
Initial direct costs, net of
   accumulated amortization of
   $1,497,737 in 1995 and $1,661,666
   in 1996                                     4,000,748            122,554         (288,935)                -         3,834,367
                                     ====================  ================= ================ ================= =================
                                            $131,686,535        $16,848,642      ($4,318,983)         ($87,719)     $144,128,475
                                     ====================  ================= ================ ================= =================
</TABLE>

Property on operating leases consists of the following:

<TABLE>
<CAPTION>
                                    Balance                1st Quarter                   Balance
                                  December 31,                    Reclassifications      March 31,
                                      1995         Acquisitions    & Dispositions          1996
                                      ----         ------------    --------------          ----
<S>                                 <C>              <C>               <C>              <C>         
Transportation                      $34,422,258      $15,656,550       ($2,910,436)      $47,168,372
Construction                         24,075,113                -                 -        24,075,113
Mining                               15,164,692                -                 -        15,164,692
Materials handling                   17,778,985          243,659                 -        18,022,644
Furniture and fixtures               10,475,743                -                 -        10,475,743
Printing                              2,325,000                -                 -         2,325,000
Food processing                       1,826,162                -                 -         1,826,162
Manufacturing                         2,834,155          294,000                 -         3,128,155
Office automation                     2,076,126          531,879                 -         2,608,005
Other                                   353,612                -                 -           353,612
                               ----------------- ---------------- ----------------- -----------------
                                    111,331,846       16,726,088        (2,910,436)      125,147,498
Less accumulated depreciation       (21,003,832)      (3,571,560)          791,801       (23,783,591)
                               ----------------- ---------------- ----------------- -----------------
                                    $90,328,014      $13,154,528       ($2,118,635)     $101,363,907
                               ================= ================ ================= =================
</TABLE>

All of the property on leases was acquired in 1993, 1994, 1995 and 1996.

<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996
                                   (Unaudited)


3.  Investment in leases (continued):

At March 31, 1996, the aggregate amounts of future minimum lease payments are as
follows:

                                                    Direct
            Year ending          Operating         Financing
            December 31,           Leases            Leases            Total
                  1996           $15,487,296       $5,548,224       $21,035,520
                  1997            17,072,146        6,867,303        23,939,449
                  1998            13,069,319        5,320,024        18,389,343
                  1999             8,446,212        4,742,621        13,188,833
                  2000             5,448,694        3,437,422         8,886,116
            Thereafter            12,722,848       11,943,790        24,666,638
                            ----------------- ---------------- -----------------
                                 $72,246,515      $37,859,384      $110,105,899
                            ================= ================ =================


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
6.5% to 10.53%.


Future minimum principal payments of non-recourse debt are as follows:

          Year ending
          December 31,          Principal         Interest           Total
                 1996             $3,887,017       $1,634,578        $5,521,595
                 1997              5,490,085        1,972,239         7,462,324
                 1998              5,817,643        1,549,647         7,367,290
                 1999              3,714,965        1,175,427         4,890,392
                 2000              2,523,026          917,342         3,440,368
           Thereafter             11,457,693        5,240,644        16,698,337
                            ----------------- ---------------- -----------------
                                 $32,890,429      $12,489,877       $45,380,306
                            ================= ================ =================





<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996
                                   (Unaudited)


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  administrative services to the Partnership.
Administrative  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 administrative 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  administrative  services  in the same  geographic  location  and are
reimbursable in accordance with the Limited Partnership Agreement.

The  General   Partner   and/or   Affiliates   earned  fees,   commissions   and
reimbursements, pursuant to the Limited Partnership Agreement as follows:


                                                     1996              1995
                                                     ----              ----
Reimbursement of other syndication costs                                $82,579

Acquisition  fees equal to 3.5% of the 
equipment  purchase price, for evaluating
and selecting equipment to be acquired (not 
to exceed approximately 4.75% ofGross 
Proceeds, included in property on operating 
leases)                                              $122,554           159,752

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).                                           412,874           476,211

Administrative costs reimbursed to 
   General Partner                                     74,542           105,613
                                             ----------------- -----------------
                                                     $609,970          $824,155
                                             ================= =================



<PAGE>

                       ATEL CASH DISTRIBUTION FUND V, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1996
                                   (Unaudited)


6. Partner's capital:

As of March 31, 1995,  12,500,000 Units of Limited  Partnership (Units) interest
were issued and  outstanding  (in addition to 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.


7.  Line of credit:

The  Partnership  participates  with ATEL and  certain  of its  Affiliates  in a
$70,000,000  revolving line of credit with a financial institution that includes
certain financial covenants. The line of credit expires on January 31, 1997.

The current line of credit,  when used, is  collateralized by (i) specific lease
assets assigned or (ii) all lease  receivables and other lease related  proceeds
owned by the Partnership,  all equipment subject to leases and related insurance
policies and  maintenance  contracts  owned by the  Partnership  and all deposit
accounts with the lender and all cash on deposit.

<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Capital Resources and Liquidity

In 1996, the  Partnership's  primary sources of liquidity were borrowings  under
the line of credit,  proceeds  of  non-recourse  debt and rents  from  operating
leases. 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 lease assets are acquired,  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  $70,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on January 31, 1997.

The current line of credit,  when used, is  collateralized by (i) specific lease
assets assigned or (ii) all lease  receivables and other lease related  proceeds
owned by the Partnership,  all equipment subject to leases and related insurance
policies and  maintenance  contracts  owned by the  Partnership  and all deposit
accounts with the lender and all cash on deposit.

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,  nor have they  explored  with lenders the  possibility  of
obtaining loans. There can be no assurance as to the terms of any such financing
or that the Partnership will be able to obtain such loans.

As of March 31, 1996, the Partnership had borrowed $36,697,642 on a non-recourse
basis with  remaining  unpaid  balances  of  $32,890,429.  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.  As of that
date, the Partnership  also had outstanding  balances of $27,203,642 on its line
of credit.  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.  Such commitments totaled approximately
$21,615,000 as of May 1, 1996.


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.

                 1996 vs. 1995:

In both 1995 and 1996, the  Partnership's  primary  operating source of cash was
revenues from  operating  leases.  Operating  lease revenues have increased from
$4,695,880 in 1995 to $5,048,533 in 1996 as a result of  acquisitions  of assets
on operating leases since March 1995. At cost, the  Partnership's  investment in
such assets has increased from $94,245,852 in 1995 to $125,147,498 in 1996.

In 1996, the  Partnership's  primary  sources of cash from investing  activities
were rents on direct financing and leveraged leases (accounted for as reductions
in the net  investment  in such  leases)  and  proceeds  from the sales of lease
assets.  Cash was used in  investing  activities  for the  purchase of operating
lease  assets and to pay related  acquisition  fees to the General  Partner.  In
1995,  the largest such source of cash was the proceeds  from the sales of lease
assets. The most significant of these was the sale of a helicopter that had been
leased to Mobil Administrative  Services.  There were no similar large equipment
sales in the first  quarter  of 1996.  Cash  flows  from  direct  financing  and
leveraged  leases  increased from 1995 due to acquisitions of direct finance and
leveraged lease assets over the prior twelve months.

In 1996, the  Partnership's  primary  sources of cash from financing  activities
were  non-recourse  debt proceeds and borrowings  under the line of credit.  The
largest uses of this cash were repayments of borrowings under the line of credit
and for the purchase of operating  lease assets as noted above.  In 1995,  there
were no financing sources of cash.


Results of operations

                 1996 vs. 1995:

Operations  resulted in net income of  $746,818 in 1996  compared to $897,103 in
1995. The  Partnership's  primary  source of revenues is from operating  leases.
This is  expected  to remain  true in future  periods  although  the amounts are
expected to increase as a result of equipment acquisitions. Depreciation expense
is the single largest expense of the Partnership and is expected to remain so in
future  periods and is expected to increase as more  operating  lease assets are
acquired.  Operating lease revenues and depreciation expense have both increased
as a result of the  acquisition  of additional  operating  lease assets over the
previous twelve months. Equipment management fees are based on the Partnership's
rental  revenues and are expected to increase in relation to expected  increases
in the Partnership's  revenues from leases.  Incentive management fees are based
on the levels of distributions to limited partners. Interest expense is expected
to increase  significantly  in future  periods as  additional  transactions  are
financed with non-recourse debt and borrowings under the line of credit.

In January 1996, Barney's,  Inc. (Barney's),  one of the Partnership's  lessees,
filed for  reorganization  under  Chapter 11 of the U.S.  Bankruptcy  Code.  The
Partnership's  lease  transaction has been financed  primarily with non-recourse
debt. In addition, the Partnership holds certain deposits which may accrue to it
in the  event of a  default.  As of  December  31,  1995,  the  Partnership  had
established  certain  reserves with regard to this  transaction.  The bankruptcy
proceedings  are still in the preliminary  stages and no additional  information
has become  available that would require any changes to those  reserves  through
the end of the first quarter of 1996.



<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

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, 1996 and December 31, 1995.

                       Statement of changes in  partners'  capital for the three
                       months ended March 31, 1996.

                       Statements  of income for the three month  periods  ended
                       March 31, 1996 and 1995.

                       Statements  of cash  flows  for the three  month  periods
                       ended March 31, 1996 and 1995.

                       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

                       Report dated March 29, 1996.


<PAGE>

                                   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 10, 1995

                       ATEL CASH DISTRIBUTION FUND V, L.P.
                                  (Registrant)



              By: ATEL Financial Corporation
                  General Partner of Registrant




                   By:    /s/   A. J. BATT
                          A. J. Batt
                          President and Chief Executive Officer
                          of General Partner




                   By:    /s/  DEAN L. CASH
                          Dean L. Cash
                          Executive Vice President
                          of General Partner




              By:  /s/  F. RANDALL BIGONY
                   F. Randall Bigony
                   Principal financial officer
                   of registrant




              By:  /s/  DONALD E. CARPENTER
                   Donald E. Carpenter
                   Principal accounting
                   officer of registrant


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<ARTICLE>                                          5
                                                    
<S>                                                <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-START>                                     JAN-01-1996
<PERIOD-END>                                       MAR-31-1996
<CASH>                                                      782431
<SECURITIES>                                                     0
<RECEIVABLES>                                              2056254
<ALLOWANCES>                                                     0
<INVENTORY>                                                      0
<CURRENT-ASSETS>                                                 0
<PP&E>                                                           0
<DEPRECIATION>                                                   0
<TOTAL-ASSETS>                                           146977160
<CURRENT-LIABILITIES>                                            0
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                         0
<OTHER-SE>                                                84754602
<TOTAL-LIABILITY-AND-EQUITY>                             146977160
<SALES>                                                          0
<TOTAL-REVENUES>                                           6069988
<CGS>                                                            0
<TOTAL-COSTS>                                                    0
<OTHER-EXPENSES>                                           4417914
<LOSS-PROVISION>                                             60700
<INTEREST-EXPENSE>                                          844556
<INCOME-PRETAX>                                             746818
<INCOME-TAX>                                                     0
<INCOME-CONTINUING>                                         746818
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                746818
<EPS-PRIMARY>                                                    0
<EPS-DILUTED>                                                    0
        
 

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