Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2011  o

          

          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 o 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 o No o 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 o    Accelerated filer o    Non-accelerated filer o    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 o No x The number of Limited Partnership Units outstanding as of April 30, 2011 was 12,471,600. DOCUMENTS INCORPORATED BY REFERENCE None.


TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND V, L.P.   Index  Part I.Financial Information





3Item 1.Financial Statements (Unaudited)





3Balance Sheets, March 31, 2011 and December 31, 2010





3Statements of Income for the three months ended March 31, 2011 and 2010





4Statements of Changes in Partners Capital for the year ended December 31, 2010 and for the three months ended March 31, 2011





5Statements of Cash Flows for the three months ended March 31, 2011 and 2010





6Notes to the Financial Statements





7Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations





12Item 4.Controls and Procedures





15Part II.Other Information





16Item 1.Legal Proceedings





16Item 2.Unregistered Sales of Equity Securities and Use of Proceeds





16Item 3.Defaults Upon Senior Securities





16Item 4.[Removed and Reserved]





16Item 5.Other Information





16Item 6.Exhibits





16
 
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PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited). ATEL CASH DISTRIBUTION FUND V, L.P.   BALANCE SHEETS   MARCH 31, 2011 AND DECEMBER 31, 2010(in thousands)(Unaudited)  March 31,2011

          

          December 31,2010ASSETSCash and cash equivalents

          

          $

          946

          

          

          $

          496Accounts receivable

          

          

          120

          

          

          

          95Prepaid expenses

          

          

          2

          

          

          

          4Investments in equipment and leases, net of accumulated depreciation of $16,434 at March 31, 2011 and $16,402 at December 31, 2010

          

          

          3,405

          

          

          

          3,624Total assets

          

          $

          4,473

          

          

          $

          4,219LIABILITIES AND PARTNERS CAPITALAccounts payable and accrued liabilities:General Partner

          

          $

          10

          

          

          $

          81Other

          

          

          110

          

          

          

          130Unearned operating lease income

          

          

          101

          

          

          

          108Total liabilities

          

          

          221

          

          

          

          319Commitments and contingenciesPartners capital:General Partner

          

          

          208

          

          

          

          205Limited Partners

          

          

          4,044

          

          

          

          3,695Total Partners capital

          

          

          4,252

          

          

          

          3,900Total liabilities and Partners capital

          

          $

          4,473

          

          

          $

          4,219
 See accompanying notes.
 
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ATEL CASH DISTRIBUTION FUND V, L.P.   STATEMENTS OF INCOME   FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010(in thousands except for units and per unit data)(Unaudited)  Three Months Ended March 31,2011

          

          2010Revenues:Leasing activities:Operating leases

          

          $

          633

          

          

          $

          663Gain on sales of assets

          

          

          161

          

          

          

          5Other

          

          

          1

          

          

          

          Total revenues

          

          

          795

          

          

          

          668Expenses:Depreciation of operating lease assets

          

          

          209

          

          

          

          308Cost reimbursements to General Partner

          

          

          68

          

          

          

          76Professional fees

          

          

          15

          

          

          

          20Railcar maintenance

          

          

          75

          

          

          

          132Interest expense

          

          

          

          

          

          

          3Equipment and incentive management fees to General Partner

          

          

          19

          

          

          

          20Other management fees

          

          

          19

          

          

          

          22Outside services

          

          

          13

          

          

          

          20Other

          

          

          25

          

          

          

          28Total expenses

          

          

          443

          

          

          

          629Net income

          

          $

          352

          

          

          $

          39Net income:General Partner

          

          $

          3

          

          

          $

          Limited Partners

          

          

          349

          

          

          

          39$

          352

          

          

          $

          39Net income per Limited Partnership Unit

          

          $

          0.03

          

          

          $

          0.00Weighted average number of Units outstanding

          

          

          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, 2010 AND FOR THE THREE MONTHS ENDED MARCH 31, 2011(in thousands except for units and per unit data)(Unaudited)  Limited Partners

          

          GeneralPartnerUnits

          

          Amount

          

          TotalBalance December 31, 2009

          

          

          12,471,600

          

          

          $

          4,347

          

          

          $

          199

          

          

          $

          4,546Distributions to Limited Partners ($0.10 per Unit)

          

          

          

          

          

          

          (1,247

          )

          

          

          

          

          

          

          (1,247

          )Net income

          

          

          

          

          

          

          595

          

          

          

          6

          

          

          

          601Balance December 31, 2010

          

          

          12,471,600

          

          

          

          3,695

          

          

          

          205

          

          

          

          3,900Net income

          

          

          

          

          

          

          349

          

          

          

          3

          

          

          

          352Balance March 31, 2011

          

          

          12,471,600

          

          

          $

          4,044

          

          

          $

          208

          

          

          $

          4,252
 See accompanying notes.
 
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ATEL CASH DISTRIBUTION FUND V, L.P.   STATEMENTS OF CASH FLOWS   FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010(in thousands)(Unaudited)  Three Months Ended March 31,2011

          

          2010Operating activities:Net income

          

          $

          352

          

          

          $

          39Adjustment to reconcile net income to cash provided by operating activities:Depreciation of operating lease assets

          

          

          209

          

          

          

          308Gain on sales of assets

          

          

          (161

          )

          

          

          (5

          )Changes in operating assets and liabilities:Accounts receivable

          

          

          (25

          )

          

          

          (45

          )Prepaid expenses

          

          

          2

          

          

          

          2Accounts payable and accruals:General Partner

          

          

          (71

          )

          

          

          (21

          )Other

          

          

          (20

          )

          

          

          (6

          )Unearned operating lease income

          

          

          (7

          )

          

          

          1Net cash provided by operating activities

          

          

          279

          

          

          

          273Investing activities:Proceeds from sales of lease assets

          

          

          171

          

          

          

          7Net cash provided by investing activities

          

          

          171

          

          

          

          7Financing activities:Repayments of non-recourse debt

          

          

          

          

          

          

          (205

          )Net cash used in financing activities

          

          

          

          

          

          

          (205

          )Net increase in cash and cash equivalents

          

          

          450

          

          

          

          75Cash and cash equivalents at beginning of period

          

          

          496

          

          

          

          592Cash and cash equivalents at end of period

          

          $

          946

          

          

          $

          667Supplemental disclosures of cash flow information:Cash paid during the period for taxes

          

          $

          

          

          

          $

          5Cash paid during the period for interest

          

          $

          

          

          

          $

          3
 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. At March 31, 2011, 12,471,600 Units remained 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 for services rendered and reimbursements for costs incurred 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 March 31, 2011, 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, 2010, 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 months ended March 31, 2011 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 the reported financial position or results of operations. 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 March 31, 2011, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements, and adjustments thereto. 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 railcars, 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. 3. Investment in equipment and leases, net: The Partnerships investments in equipment and leases consist of the following (in thousands):  Balance December 31, 2010

          

          Reclassifications & Additions/ Dispositions

          

          Depreciation/ Amortization Expense or Amortization of Leases

          

          Balance March 31, 2011Net investment in operating leases

          

          $

          3,624

          

          

          $

          (10

          )

          

          $

          (209

          )

          

          $

          3,405
 
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ATEL CASH DISTRIBUTION FUND V, L.P.   NOTES TO FINANCIAL STATEMENTS (Unaudited) 3. Investment in equipment and leases, net: - (continued) 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-month periods ended March 31, 2011 and 2010. The Partnership utilizes a straight-line depreciation method for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Partnerships equipment was $209 thousand and $308 thousand for the respective three months ended March 31, 2011 and 2010. 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, 2010

          

          Additions

          

          Reclassifications or Dispositions

          

          Balance March 31, 2011Transportation, rail

          

          $

          19,626

          

          

          $

          

          

          

          $

          (104

          )

          

          $

          19,522Containers

          

          

          400

          

          

          

          

          

          

          

          (83

          )

          

          

          31720,026

          

          

          

          

          

          

          

          (187

          )

          

          

          19,839Less accumulated depreciation

          

          

          (16,402

          )

          

          

          (209

          )

          

          

          177

          

          

          

          (16,434

          )Total

          

          $

          3,624

          

          

          $

          (209

          )

          

          $

          (10

          )

          

          $

          3,405
 The average estimated residual value for assets on operating leases was 14% and 15% of the assets original cost at March 31, 2011 and December 31, 2010, respectively. At March 31, 2011, the aggregate amounts of future minimum lease payments under operating leases are as follows (in thousands):  Operating LeasesNine months ending December 31, 2011

          

          $

          893Year ending December 31, 2012

          

          

          2232013

          

          

          652014

          

          

          362015

          

          

          362016

          

          

          36Thereafter

          

          

          105$

          1,394
 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.
 
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ATEL CASH DISTRIBUTION FUND V, L.P.   NOTES TO FINANCIAL STATEMENTS (Unaudited) 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 managed 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 months ended March 31, 2011 and 2010, AFS and/or affiliates earned fees and commissions, and billed for reimbursements pursuant to the Partnership Agreement as follows (in thousands):  Three Months EndedMarch 31,2011

          

          2010Cost reimbursements to General Partner

          

          $

          68

          

          

          $

          76Equipment and incentive management fees to General Partner

          

          

          19

          

          

          

          20$

          87

          

          

          $

          96
 5. 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.
 
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ATEL CASH DISTRIBUTION FUND V, L.P.   NOTES TO FINANCIAL STATEMENTS (Unaudited) 6. Partners capital: As of March 31, 2011 and December 31, 2010, 12,471,600 Units remained 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 Unitholder 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 Unitholder 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-month periods ended March 31, 2011 and 2010. 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 months ended March 31, 2011 and 2010.
 
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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 March 31, 2011, 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 March 31, 2011 versus the three months ended March 31, 2010 The Partnership had net income of $352 thousand and $39 thousand for the three months ended March 31, 2011 and 2010, respectively. The results for the first quarter of 2011 reflect a decline in total operating expenses and an increase in total revenues when compared to the prior year period. Revenues Total revenues for the first quarter of 2011 increased by $127 thousand, or 19%, as compared to the prior year period. The increase was mostly comprised of a $156 thousand increase in gain on sales of lease assets offset, in part, by a $30 thousand reduction in operating lease revenues. The increase in gains on sales of lease assets was largely a result of increased volume of containers and railcars sold during the first quarter of 2011. A total of 16 containers and 14 railcars were sold during the current quarter as compared to 4 containers and no railcars sold during the prior year period. Operating lease revenues decreased mainly due to lower contingent rental revenue from the Partnerships railcars and the continued sales of lease assets. Contingent rental revenue from railcars is based on the utilization of such assets.
 
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Expenses Total expenses for the first quarter of 2011 decreased by $186 thousand, or 30%, as compared to the prior year period. The net reduction in expenses was primarily a result of decreases in depreciation expense and railcar maintenance expense. Depreciation expense was reduced by $99 thousand, or 32%, largely due to asset dispositions combined with an increase in the number of assets that have been fully depreciated since the first quarter of 2010. Railcar maintenance expense decreased by $57 thousand as the first quarter 2010 amounts included maintenance costs related to the re-leasing of certain inventoried railcars. In addition, the 2011 railcar inventory continued to decline as a result of asset sales and dispositions. Capital Resources and Liquidity At March 31, 2011 and December 31, 2010, the Partnerships cash and cash equivalents totaled $946 thousand and $496 thousand, respectively. 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. 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 believes it 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. Cash Flows The following table sets forth summary cash flow data (in thousands):  Three Months Ended March 31,2011

          

          2010Net cash provided by (used in):Operating activities

          

          $

          279

          

          

          $

          273Investing activities

          

          

          171

          

          

          

          7Financing activities

          

          

          

          

          

          

          (205

          )Net increase in cash and cash equivalents

          

          $

          450

          

          

          $

          75
 Operating Activities Cash provided by operating activities was comparable to the prior year period amount. The $6 thousand net increase in cash flow was mainly attributable to the current year net income and increased collections of accounts receivable offset, in part, by lower depreciation expense, higher gain on sales of assets, and a decline in liabilities.
 
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Investing Activities Cash provided by investing activities for the first quarter of 2011 increased by $164 thousand, when compared to the prior year period, due to an increase in proceeds from sales of lease assets resulting from a higher volume of railcars and containers sold during the current year quarter as compared to the same period in 2010. Financing Activities Net cash used in financing activities during the first quarter of 2011 decreased by $205 thousand as compared to the prior year period. The decrease in cash used (increase in cash flow) represents first quarter 2010 payments made on the Partnerships non-recourse debt, which was paid-off during the second quarter of 2010. Non-Recourse Long-Term Debt The Partnerships long-term borrowings were generally non-recourse to the Partnership, that is, the only recourse of the lender is to the equipment or corresponding lease acquired with the loan proceeds. As of May 1, 2010, the Partnership had repaid all of its debt obligations. AFS does not anticipate any future non-recourse borrowings on behalf of the Partnership. Distributions The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the second quarter of 1993. Commitments and Contingencies and Off-Balance Sheet Transactions Commitments and Contingencies At March 31, 2011, the Partnership had no commitments to purchase lease assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new lease assets. Off-Balance Sheet Transactions None. Critical Accounting Policies and Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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. On an on-going basis, the Partnership evaluates its estimates, which are based upon historical experiences, market trends and financial forecasts, and upon various other assumptions that management believes to be reasonable under the
circumstances and at that certain point in time. Actual results may differ, significantly at times, from these estimates under different assumptions or conditions. The Partnerships critical accounting policies are described in its Annual Report on Form 10-K for the year ended December 31, 2010. There have been no material changes to the Partnerships critical accounting policies since December 31, 2010.
 
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Item 4. 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 March 31, 2011 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. [Removed and 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: May 16, 2011 ATEL Cash Distribution Fund V, L.P.(Registrant)  By:ATEL Financial Services, LLC General Partner of Registrant
  By:/s/ Dean L. CashDean L. Cash,President and Chief Executive Officer ofATEL Financial Services, LLC (General Partner)By:/s/ Paritosh K. ChoksiParitosh K. Choksi,Executive Vice President and Chief Financial Officer andChief Operating Officer of ATEL Financial Services, LLC(General Partner)By:/s/ Samuel SchusslerSamuel Schussler,Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)
 
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