##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
 Washington, D.C. 20549
 Form 10-KSB/A
 þ
    
    Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934.
 For the year ended December 31, 2004
 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 000-28368
 
 ATEL Cash Distribution Fund VI, L.P.
  California
    
    94-3207229(State or other jurisdiction of
    
    (I. R. S. Employerincorporation or organization)
    
    Identification No.)
 600 California Street, 6th Floor, San Francisco, California 94108-2733
 (415) 989-8800
 None
 Limited Partnership Units
 þ o
 þ
 
 o o þ
 
 
 
 o þ
 
 
 
  
 o
 
  
  DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR REGISTRANTS LIMITED PARTNERSHIP UNITS AND RELATED MATTERSItem 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURESItem 8A. CONTROLS AND PROCEDURESPART IIIItem 9. DIRECTORS AND EXECUTIVE OFFICERSItem 10. EXECUTIVE COMPENSATIONItem 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTItem 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSItem 13. EXHIBITS AND REPORTS ON FORM 8-KItem 14. PRINCIPAL ACCOUNTING FEES AND SERVICESSIGNATURESEXHIBIT 14.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2    Table of Contents  
 PART I
 
 Item 1. BUSINESS
 General Development of Business
 
  
    Narrative Description of Business
      
  
 Lessee
    
    Type of Equipment
    
    2004
    
    
    2003Transamerica Leasing Inc.
    
    Containers
    
    
    17
    %
    
    
    12
    %Daimler Chrysler Corporation
    
    Automobile manufacturing
    
    
    12
    %
    
    
    10
    %Consolidated Rail Corporation
    
    Locomotives & intermodal containers
    
    
    16
    %
    
    
    18
    %United States Steel Corporation
    
    Steel manufacturing
    
    
    10
    %
    
    
    9
    %
  2




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Equipment Leasing Activities
  Purchase Price Excluding
    
    
    Percentage of TotalAsset Types
    
    Acquisition Fees
    
    
    AcquisitionsTransportation
    
    $
    63,751,706
    
    
    
    30.61
    %Manufacturing
    
    
    30,469,834
    
    
    
    14.63
    %Materials handling
    
    
    24,043,881
    
    
    
    11.54
    %Railcars and locomotives
    
    
    22,353,332
    
    
    
    10.73
    %Containers
    
    
    21,694,688
    
    
    
    10.42
    %Mining
    
    
    18,557,225
    
    
    
    8.91
    %Office automation
    
    
    13,824,024
    
    
    
    6.64
    %Construction
    
    
    9,259,221
    
    
    
    4.45
    %Other *
    
    
    4,321,247
    
    
    
    2.07
    %$
    208,275,158
    
    
    
    100.00
    %
 
 *
    
    Individual lessee industries included in Other represent less than 2% of the
total. Purchase PriceExcluding
    
    
    Percentage of TotalIndustry of Lessee
    
    Acquisition Fees
    
    
    AcquisitionsTransportation, rail
    
    $
    55,950,904
    
    
    
    26.86
    %Electronics manufacturing
    
    
    29,030,626
    
    
    
    13.94
    %Business services
    
    
    28,360,969
    
    
    
    13.62
    %Mining
    
    
    24,793,242
    
    
    
    11.90
    %Transportation, other
    
    
    23,217,066
    
    
    
    11.15
    %Manufacturing, other
    
    
    18,922,229
    
    
    
    9.09
    %Oil and gas
    
    
    16,535,633
    
    
    
    7.94
    %Communications
    
    
    5,282,291
    
    
    
    2.54
    %Other *
    
    
    6,182,198
    
    
    
    2.96
    %$
    208,275,158
    
    
    
    100.00
    %
 
 *
    
    Individual lessee industries included in Other represent less than 2% of the
total. 3




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OriginalEquipment Cost,
    
    
    
    
    
    
    Excess ofExcluding
    
    
    
    
    
    
    Rents OverAsset Types
    
    Acquisition Fees
    
    
    Sales Price
    
    
    Expenses*Manufacturing
    
    $
    33,193,187
    
    
    $
    7,955,855
    
    
    $
    27,886,465Railcars and locomotives
    
    
    38,786,031
    
    
    
    25,144,336
    
    
    
    33,806,463Transportation
    
    
    20,437,324
    
    
    
    5,440,832
    
    
    
    18,796,030Office automation
    
    
    15,222,637
    
    
    
    1,766,335
    
    
    
    14,808,036Construction
    
    
    19,389,608
    
    
    
    4,289,570
    
    
    
    20,840,438Materials handling
    
    
    12,054,106
    
    
    
    1,605,550
    
    
    
    12,192,479Containers
    
    
    10,746,881
    
    
    
    2,541,623
    
    
    
    11,060,616Mining
    
    
    7,830,671
    
    
    
    2,061,091
    
    
    
    7,766,029Other
    
    
    3,125,240
    
    
    
    479,214
    
    
    
    2,606,512$
    160,785,685
    
    
    $
    51,284,406
    
    
    $
    149,763,068
 
 *
    
    Includes only those expenses directly related to the production of the related rents. 
  
 
 Item 2. PROPERTIES
  
 Item 3. LEGAL PROCEEDINGS
  AT&T Corp.:
  
 
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
  4




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PART II
 
 Item 5. MARKET FOR REGISTRANTS LIMITED PARTNERSHIP UNITS AND RELATED MATTERS
 Market Information
  Holders
  ERISA Valuation
   Dividends
      
  
 
 Item 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  5




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Restated Financial Results
  
  
 
  
 
  
 
  
 
 Capital Resources and Liquidity
 
 
  
 
  
 6




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Total amount available under the financing arrangement
    
    $
    75,000,000Term loan to AFS as of December 31, 2004
    
    
    (2,027,636
    )Total available under the acquisition and warehouse facilities
    
    
    72,972,364Amount borrowed by the Partnership under the acquisition facility
    
    
    Amounts borrowed by affiliated partnerships and limited liability
companies under the acquisition facility
    
    
    (30,500,000
    )Total remaining available under the acquisition and warehouse facilities
    
    $
    42,472,364
  
  
 
  
 
  
 
  
 
  
 
  
 7




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Cash Flows
 
   
  
  8




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Results of Operations
 
   Rail transportation
    
    
    54
    %Containers
    
    
    18
    %Other transportation services
    
    
    13
    %Other manufacturing
    
    
    9
    %
  
  
 
  
   
  
 
  
 
  
 Recent Accounting Pronouncements
   9




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Critical Accounting Policies
  Equipment on operating leases:
  
 Direct financing leases:
 
 
  
 
  
 
  
 
 Use of estimates:
 
  Asset valuation:
 Accounting for the
Impairment or Disposal of Long-Lived Assets.
 10




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Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
  
 11




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/s/ ERNST & YOUNG LLP
 
 
 12




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 BALANCE SHEET
 DECEMBER 31, 2004
 (Restated)
 
 ASSETSCash and cash equivalents
    
    $
    5,764,551Accounts receivable, net of allowance for doubtful accounts of $297,000
    
    
    596,013Investments in equipment and leases, net
    
    
    14,241,864Total assets
    
    $
    20,602,428LIABILITIES AND PARTNERS CAPITALNon-recourse debt
    
    $
    261,209Accounts payable and accruals:General Partner
    
    
    193,704Other
    
    
    515,830Accrued interest payable
    
    
    1,822Unearned lease income
    
    
    82,403Total liabilities
    
    
    1,054,968Partners capital:General Partner
    
    
    Limited Partners
    
    
    19,547,460Total Partners capital
    
    
    19,547,460Total liabilities and Partners capital
    
    $
    20,602,428
 
  13




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 STATEMENTS OF OPERATIONS
 YEARS ENDED DECEMBER 31, 2004 AND 2003
 (Restated)
 
 2004
    
    
    2003Revenues:Leasing activities:Operating leases
    
    $
    4,174,332
    
    
    $
    6,699,536Direct financing leases
    
    
    1,024,060
    
    
    
    803,886Gain (loss) on sales of assets
    
    
    (462,645
    )
    
    
    223,468Interest income
    
    
    26,616
    
    
    
    4,485Other
    
    
    306,408
    
    
    
    58,0725,068,771
    
    
    
    7,789,447Expenses:Depreciation of operating lease assets
    
    
    2,304,330
    
    
    
    3,635,637Cost reimbursements to General Partner
    
    
    542,946
    
    
    
    702,381Railcar maintenance
    
    
    370,462
    
    
    
    442,624Equipment and incentive management fees to affiliates
    
    
    414,552
    
    
    
    310,867Interest
    
    
    46,090
    
    
    
    268,047Taxes on income and franchise fees
    
    
    210,984
    
    
    
    43,961Other management fees
    
    
    168,669
    
    
    
    137,084Professional fees
    
    
    98,489
    
    
    
    67,208Outside services
    
    
    56,798
    
    
    
    78,632(Recovery of) provision for doubtful accounts
    
    
    30,735
    
    
    
    (66,000
    )Impairment losses
    
    
    1,238,137
    
    
    
    Other
    
    
    225,531
    
    
    
    334,7945,707,723
    
    
    
    5,955,235Net income (loss)
    
    $
    (638,952
    )
    
    $
    1,834,212Net income (loss):General Partner
    
    $
    33,993
    
    
    $
    46,866Limited Partners
    
    
    (672,945
    )
    
    
    1,787,346$
    (638,952
    )
    
    $
    1,834,212Net income (loss) per Limited Partnership unit
    
    $
    (0.05
    )
    
    $
    0.14Weighted average number of units outstanding
    
    
    12,490,076
    
    
    
    12,490,076
 
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ATEL CASH DISTRIBUTION FUND VI, L.P.
 STATEMENT OF CHANGES IN PARTNERS CAPITAL
 YEARS ENDED DECEMBER 31, 2004 AND 2003
 
 Limited Partners
    
    
    GeneralUnits
    
    
    Amount
    
    
    Partner
    
    
    TotalBalance December 31, 2002, as previously reported
    
    
    12,490,076
    
    
    $
    23,607,548
    
    
    $
    
    
    
    $
    23,607,548Cumulative effect of prior period adjustments (see Note 3)
    
    
    
    
    
    
    (375,967
    )
    
    
    
    
    
    
    (375,967
    )Balance December 31, 2002, as restated
    
    
    12,490,076
    
    
    
    23,231,581
    
    
    
    
    
    
    
    23,231,581Distributions to Limited Partners ($0.11 per Unit)
    
    
    
    
    
    
    (1,363,253
    )
    
    
    
    
    
    
    (1,363,253
    )Distributions to General Partner
    
    
    
    
    
    
    
    
    
    
    (46,866
    )
    
    
    (46,866
    )Net income, as restated
    
    
    
    
    
    
    1,787,346
    
    
    
    46,866
    
    
    
    1,834,212Balance December 31, 2003, as restated
    
    
    12,490,076
    
    
    
    23,655,674
    
    
    
    
    
    
    
    23,655,674Distributions to Limited Partners ($0.275 per Unit)
    
    
    
    
    
    
    (3,435,269
    )
    
    
    
    
    
    
    (3,435,269
    )Distributions to General Partner
    
    
    
    
    
    
    
    
    
    
    (33,993
    )
    
    
    (33,993
    )Net income (loss), as restated
    
    
    
    
    
    
    (672,945
    )
    
    
    33,993
    
    
    
    (638,952
    )Balance December 31, 2004, as restated
    
    
    12,490,076
    
    
    $
    19,547,460
    
    
    $
    
    
    
    $
    19,547,460
 
  15




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 STATEMENTS OF CASH FLOWS
 YEARS ENDED DECEMBER 31, 2004 AND 2003
 (Restated)
 
 2004
    
    
    2003Operating activities:Net income (loss)
    
    $
    (638,952
    )
    
    $
    1,834,212Adjustment to reconcile net income (loss) to net cash provided by operating activities:Depreciation of operating lease assets
    
    
    2,304,330
    
    
    
    3,635,637Impairment losses
    
    
    1,238,137
    
    
    
    (Recovery of) provision for doubtful accounts
    
    
    30,735
    
    
    
    (66,000
    )(Gain) loss on sales of assets
    
    
    462,645
    
    
    
    (223,468
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    77,722
    
    
    
    (1,012,655
    )Accounts payable and accruals due to General Partner
    
    
    92,807
    
    
    
    71,752Accounts payable and accruals due to other
    
    
    (107,703
    )
    
    
    (234,196
    )Accrued interest payable
    
    
    (2,234
    )
    
    
    131,535Unearned lease income
    
    
    (26,834
    )
    
    
    40,105Net cash provided by operating activities
    
    
    3,430,653
    
    
    
    4,176,922Investing activities:Proceeds from sales of assets
    
    
    1,228,202
    
    
    
    2,560,308Reduction of net investment in direct financing leases
    
    
    3,471,863
    
    
    
    329,341Net cash provided by investing activities
    
    
    4,700,065
    
    
    
    2,889,649Financing activities:Repayments of borrowings under revolving line of credit
    
    
    
    
    
    
    (5,100,000
    )Distributions to Limited Partners
    
    
    (3,435,269
    )
    
    
    (1,363,253
    )Proceeds from borrowings of non-recourse debt
    
    
    
    
    
    
    706,055Repayments of non-recourse debt
    
    
    (561,868
    )
    
    
    (459,251
    )Distributions to General Partner
    
    
    (33,993
    )
    
    
    (46,866
    )Net cash used in financing activities
    
    
    (4,031,130
    )
    
    
    (6,263,315
    )Net increase in cash and cash equivalents
    
    
    4,099,588
    
    
    
    803,256Cash and cash equivalents at beginning of year
    
    
    1,664,963
    
    
    
    861,707Cash and cash equivalents at end of year
    
    $
    5,764,551
    
    
    $
    1,664,963Supplemental disclosures of cash flow information:Cash paid during the year for interest
    
    $
    48,324
    
    
    $
    136,512Schedule of non-cash transactions:Offset of accounts receivable and debt service per lease and debt agreement:Accrued interest payable
    
    $
    
    
    
    $
    (523,034
    )Non-recourse debt
    
    
    
    
    
    
    (4,276,966
    )$
    
    
    
    $
    (4,800,000
    )Accounts receivable
    
    $
    
    
    
    $
    4,800,000
 
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ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 
 1. Organization and Limited Partnership matters:
 
    
  
 
  
   2. Summary of significant accounting policies:
 
 Basis of presentation:
 
 
  
 Use of estimates:
  Cash and cash equivalents:
  Accounts receivable:
  Equipment on operating leases:
   
 
 17




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 2. Summary of significant accounting policies (continued):
 
 Lease terms:
 
  Income taxes:
  
  
 
 Financial statement basis of net assets, as restated
    
    $
    19,547,460Tax basis of net assets (unaudited)
    
    
    19,767,830Difference
    
    $
    220,370
 
 
  
 
  
 
 2004
    
    
    2003Net income (loss) per financial statements, as restated
    
    $
    (638,952
    )
    
    $
    1,834,212Reconciling
item  impact due to restatement (Note 3)
    
    
    57,247
    
    
    
    (248,378
    )Tax adjustments (unaudited):Adjustment to depreciation expense
    
    
    2,265,752
    
    
    
    1,985,215Other adjustments to revenues and expenses
    
    
    5,271,778
    
    
    
    (2,691,933
    )Provision for losses
    
    
    1,238,137
    
    
    
    Provision for doubtful accounts
    
    
    (17,000
    )
    
    
    (66,000
    )Net income per federal tax return (unaudited)
    
    $
    8,176,962
    
    
    $
    813,116
 
 Per unit data:
  Asset valuation:
 Accounting for the
Impairment or Disposal of Long-Lived Assets.
  
 
 18




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 
 2. Summary of significant accounting policies (continued):
 
 
 Segment reporting:
 
 
  
 
  
 
  
 
 
 
 Credit risk:
 
 
  
 Revenue recognition:
 Operating leases
 
  
 
 Direct financing leases
 
 
  
 
  
 
  
 Interest income
 
  
 19




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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 2. Summary of significant accounting policies (continued):
 
 Recent accounting pronouncements:
 
  
  
      
 
 
 3. Restated financial results:
 
 
  
 
  
 
  
 20




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 3. Restated financial results (continued):
 
  
 
  
 
 
  
 Restatement adjustments for years ended December 31:
 
 
 Adjustment to
    
    
    Adjustment tonet loss
    
    
    net income(increase)
    
    
    increasedecrease
    
    
    (decrease)2004
    
    
    2003Operating leases, revenues
    
    $
    14,919
    
    
    $
    146,800Gain (loss) on sale of assets
    
    
    34,159
    
    
    
    Depreciation of operating lease assets
    
    
    
    
    
    
    (187,099
    )Cost reimbursements to General Partner
    
    
    33,459
    
    
    
    (33,459
    )Railcar maintenance
    
    
    
    
    
    
    21,108Taxes on income and franchise fees
    
    
    (169,769
    )
    
    
    215,000Amortization of initial direct costs
    
    
    29,985
    
    
    
    35,186Professional fees
    
    
    
    
    
    
    18,327Other expense
    
    
    
    
    
    
    32,515Net change in net income and in net loss
    
    $
    (57,247
    )
    
    $
    248,378Net change in net income and in net loss:General Partner
    
    $
    
    
    
    $
    Limited Partners
    
    
    (57,247
    )
    
    
    248,378$
    (57,247
    )
    
    $
    248,378Net change in net income and in net loss
per Limited Partnership Unit
    
    $
    (0.00
    )
    
    $
    0.02
 
 21




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ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 3. Restated financial results (continued):
 
 Balance Sheet (Condensed) as of December 31:
 
 
 
 
 2004As reported
    
    
    RestatedAssets:Accounts receivable, net
    
    $
    581,094
    
    
    $
    596,013Investments in equipment and leases, net
    
    $
    14,271,850
    
    
    $
    14,241,864Total assets
    
    $
    20,617,495
    
    
    $
    20,602,428Liabilities:Accounts payable and accruals:Other
    
    $
    346,061
    
    
    $
    515,830Total liabilities
    
    $
    885,199
    
    
    $
    1,054,968Partners capital:General Partner
    
    $
    
    
    
    $
    Limited Partners
    
    
    19,732,296
    
    
    
    19,547,460Total Partners capital
    
    $
    19,732,296
    
    
    $
    19,547,460Total liabilities and Partners capital
    
    $
    20,617,495
    
    
    $
    20,602,428
 
 
 Statements of Operations (Condensed) for the years ended December 31:
 
 
 2004
    
    
    2003As reported
    
    
    Restated
    
    
    As reported
    
    
    RestatedRevenues:Leasing activities:Operating leases
    
    $
    4,159,413
    
    
    $
    4,174,332
    
    
    $
    6,552,736
    
    
    $
    6,699,536Gain (loss) on sale of assets
    
    $
    (496,804
    )
    
    $
    (462,645
    )
    
    $
    58,072
    
    
    $
    223,468Total revenues
    
    $
    5,019,693
    
    
    $
    5,068,771
    
    
    $
    7,642,647
    
    
    $
    7,789,447Expenses:Depreciation of operating lease assets
    
    $
    2,304,330
    
    
    $
    2,304,330
    
    
    $
    3,448,538
    
    
    $
    3,635,637Cost reimbursements to General Partner
    
    $
    576,405
    
    
    $
    542,946
    
    
    $
    668,922
    
    
    $
    702,381Railcar maintenance
    
    $
    370,462
    
    
    $
    370,462
    
    
    $
    463,732
    
    
    $
    442,624Taxes on income and franchise fees
    
    $
    41,215
    
    
    $
    210,984
    
    
    $
    258,961
    
    
    $
    43,961Amortization of initial direct costs
    
    $
    29,985
    
    
    $
    
    
    
    $
    35,186
    
    
    $
    Professional fees
    
    $
    98,489
    
    
    $
    98,489
    
    
    $
    85,535
    
    
    $
    67,208Other
    
    $
    225,531
    
    
    $
    225,531
    
    
    $
    367,309
    
    
    $
    334,794Total expenses
    
    $
    5,601,398
    
    
    $
    5,707,723
    
    
    $
    6,056,813
    
    
    $
    5,955,235Net income (loss)
    
    $
    (581,705
    )
    
    $
    (638,952
    )
    
    $
    1,585,834
    
    
    $
    1,834,212Net income (loss)General Partner
    
    $
    33,993
    
    
    $
    33,993
    
    
    $
    46,866
    
    
    $
    46,866Limited Partners
    
    
    (615,698
    )
    
    
    (672,945
    )
    
    
    1,538,968
    
    
    
    1,787,346$
    (581,705
    )
    
    $
    (638,952
    )
    
    $
    1,585,834
    
    
    $
    1,834,212Net income (loss) per Limited
Partnership Unit
    
    $
    (0.05
    )
    
    $
    (0.05
    )
    
    $
    0.12
    
    
    $
    0.14
 
 22




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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 3. Restated financial results (continued):
 
 Statements of Cash Flows (Condensed) for the years ended December 31:
 
 
 2004
    
    
    2003As reported
    
    
    Restated
    
    
    As reported
    
    
    RestatedOperating activities:Net income (loss)
    
    $
    (581,705
    )
    
    $
    (638,952
    )
    
    $
    1,585,834
    
    
    $
    1,834,212Adjustment to reconcile net income (loss)
to net cash provided by operating
activities:Gain (loss) on sale of assets
    
    $
    496,804
    
    
    $
    462,645
    
    
    $
    (223,468
    )
    
    $
    (223,468
    )Amortization of initial direct costs
    
    $
    29,985
    
    
    $
    
    
    
    $
    35,186
    
    
    $
    Depreciation of operating lease assets
    
    $
    2,304,330
    
    
    $
    2,304,330
    
    
    $
    3,448,538
    
    
    $
    3,635,637Account receivable
    
    $
    92,641
    
    
    $
    77,722
    
    
    $
    (865,855
    )
    
    $
    (1,012,655
    )Accounts payable and accruals due to
General Partner
    
    $
    126,266
    
    
    $
    92,807
    
    
    $
    38,293
    
    
    $
    71,752Accounts payable and accruals due to other
    
    $
    (277,472
    )
    
    $
    (107,703
    )
    
    $
    52,754
    
    
    $
    (234,196
    )Net cash provided by operating activities
    
    $
    3,430,653
    
    
    $
    3,430,653
    
    
    $
    4,176,922
    
    
    $
    4,176,922
 
 
 
 
 4. Investments in equipment and leases, net:
 
  
 December 31,
    
    
    Impairment
    
    
    Depreciation /
    
    
    Reclassi-
    
    
    December 31,2003
    
    
    Losses
    
    
    Amortization
    
    
    fications or
    
    
    2004Expense or
    
    
    DispositionsAmortization ofDirect FinancingLeasesRestated
    
    
    
    
    
    
    Restated
    
    
    
    
    
    
    RestatedNet investment in operating leases
    
    $
    17,825,610
    
    
    $
    (1,238,137
    )
    
    $
    (2,304,330
    )
    
    $
    (766,697
    )
    
    $
    13,516,446Net investment in direct financing leases
    
    
    3,747,575
    
    
    
    
    
    
    
    (3,471,863
    )
    
    
    312,502
    
    
    
    588,214Assets held for sale or lease, net of
accumulated depreciation of $2,879,419
in 2004 and $4,893,039 in 2003
    
    
    1,373,856
    
    
    
    
    
    
    
    
    
    
    
    (1,236,652
    )
    
    
    137,204$
    22,947,041
    
    
    $
    (1,238,137
    )
    
    $
    (5,776,193
    )
    
    $
    (1,690,847
    )
    
    $
    14,241,864
 
 Impairment of investments in leases and assets held for sale or lease:
  23




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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 4. Investments in equipment and leases, net (continued):
 
  
 
 2004
    
    
    2003RestatedDepreciation expense, as restated
    
    $
    2,304,330
    
    
    $
    3,635,637Impairment losses
    
    
    1,238,137
    
    
    
    $
    3,542,467
    
    
    $
    3,635,637
 
  
 Operating leases:
 
  Reclassi-December 31,
    
    
    Impairment
    
    
    Depreciation
    
    
    fications or
    
    
    December 31,2003
    
    
    Losses
    
    
    Expense
    
    
    Dispositions
    
    
    2004Transportation
    
    $
    39,768,030
    
    
    $
    
    
    
    $
    
    
    
    $
    (5,301,730
    )
    
    $
    34,466,300Construction
    
    
    11,328,744
    
    
    
    
    
    
    
    
    
    
    
    (11,240,097
    )
    
    
    88,647Materials handling
    
    
    6,127,982
    
    
    
    
    
    
    
    
    
    
    
    (1,517,661
    )
    
    
    4,610,321Office automation
    
    
    828,914
    
    
    
    
    
    
    
    
    
    
    
    (672,054
    )
    
    
    156,860Miscellaneous
    
    
    366,203
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    366,20358,419,873
    
    
    
    
    
    
    
    
    
    
    
    (18,731,542
    )
    
    
    39,688,331Less accumulated depreciation
    
    
    (40,594,263
    )
    
    
    (1,238,137
    )
    
    
    (2,304,330
    )
    
    
    17,964,845
    
    
    
    (26,171,885
    )Total
    
    $
    17,825,610
    
    
    $
    (1,238,137
    )
    
    $
    (2,304,330
    )
    
    $
    (766,697
    )
    
    $
    13,516,446
 
 Direct financing leases:
 
 
  
 Total minimum lease payments receivable
    
    $
    584,281Estimated residual values of leased equipment (unguaranteed)
    
    
    151,632Investment in direct financing leases
    
    
    735,913Less unearned income
    
    
    (147,699
    )Net investment in direct financing leases
    
    $
    588,214
 24




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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 4. Investments in equipment and leases, net (continued):
  
 DirectYear ending
    
    Operating
    
    
    FinancingDecember 31,
    
    Leases
    
    
    Leases
    
    
    Total2005
    
    $
    1,359,316
    
    
    $
    386,761
    
    
    $
    1,746,0772006
    
    
    1,046,760
    
    
    
    98,760
    
    
    
    1,145,5202007
    
    
    451,730
    
    
    
    98,760
    
    
    
    550,490$
    2,857,806
    
    
    $
    584,281
    
    
    $
    3,442,087
 
  
 Equipment category
    
    Useful LifeTransportation
    
    
    7  10Materials Handling
    
    
    7  10Office Automation
    
    
    7  10Construction
    
    
    5  7
 
 5. Non-recourse debt:
 
  
 
  
 Year endingDecember 31,
    
    Principal
    
    
    Interest
    
    
    Total2005
    
    $
    79,916
    
    
    $
    18,844
    
    
    $
    98,7602006
    
    
    86,868
    
    
    
    11,892
    
    
    
    98,7602007
    
    
    94,425
    
    
    
    4,335
    
    
    
    98,760$
    261,209
    
    
    $
    35,071
    
    
    $
    296,280
 
 
 
 6. Related party transactions:
 
  
  
   25




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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 6. Related party transactions (continued):
    
 2004
    
    
    2003Restated
    
    
    RestatedCost reimbursements to AFS, as restated
    
    $
    542,946
    
    
    $
    702,381Incentive and equipment management fees to AFS
    
    
    414,552
    
    
    
    310,867$
    957,498
    
    
    $
    1,013,248
 
  
 
 
 7. Partners capital:
 
    First
 
 Second
 
 Third
 Fourth,
 
 8. Concentration of credit risk and major
customers:
 
  
  
 26




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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 8. Concentration of credit risk and major customers (continued):
  2004Rail transportation
    
    
    54
    %Containers
    
    
    18
    %Other transportation services
    
    
    13
    %Other manufacturing
    
    
    9
    %
 
  
 
 9. Line of credit:
 
 
  
 
 Total amount available under the financing arrangement
    
    $
    75,000,000Term loan to AFS as of December 31, 2004
    
    
    (2,027,636
    )Total available under the acquisition and warehouse facilities
    
    
    72,972,364Amount borrowed by the Partnership under the acquisition facility
    
    
    Amounts borrowed by affiliated partnerships and limited liability companies under the acquisition facility
    
    
    (30,500,000
    )Total remaining available under the acquisition and warehouse facilities
    
    $
    42,472,364
 
 
  
  
  
 
 10. Fair value of financial instruments:
 
  Non-recourse debt:
 
  
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##### Table of Contents



ATEL CASH DISTRIBUTION FUND VI, L.P.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2004
 
 11. Reserves and provisions for doubtful accounts:
 
  
 Reserve for
    
    
    Allowance forlosses and
    
    
    doubtfulimpairments
    
    
    accountsBalance December 31, 2002
    
    $
    
    
    
    $
    460,000Recoveries
    
    
    
    
    
    
    (66,000
    )Charge offs
    
    
    
    
    
    
    (80,000
    )Balance December 31, 2003
    
    
    
    
    
    
    314,000Provision for impairment and doubtful
accounts
    
    
    1,238,137
    
    
    
    30,735Charge offs
    
    
    (1,238,137
    )
    
    
    (47,735
    )Balance December 31, 2004
    
    $
    
    
    
    $
    297,000
 
 
 12. Guarantees:
 
  
  
 28




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##### Table of Contents



Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
  
 Item 8A. CONTROLS AND PROCEDURES
 
 Evaluation of disclosure controls and procedures
 
  
  
 Changes in internal control
     29




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##### Table of Contents



PART III
 
 
 Item 9. DIRECTORS AND EXECUTIVE OFFICERS
    
  
 Dean L. Cash
    
    President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)Paritosh K. Choksi
    
    Executive Vice President and Chief Financial and Operating Officer of ATEL Financial
Services, LLC (General Partner)Vasco H. Morais
    
    Senior Vice President, Secretary and General Counsel of ATEL Financial Services, LLC
(General Partner)
 
  
 
  
 
  
 Audit Committee
  30




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##### Table of Contents



Code of Ethics
 
  
 
 Item 10. EXECUTIVE COMPENSATION
  
  
  Acquisition Fees
   
 Equipment Management Fees
 
 
  
 Incentive Management Fees
  
  
 Equipment Resale Fees
  31




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##### Table of Contents



Equipment Re-lease Fee
  General Partners Interest in Operating Proceeds
 
  
 
 
 Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 Security Ownership of Certain Beneficial Owners
  
 Security Ownership of Management
 
  (1)
    
    (2)
    
    (3)
    
    (4)Name and Address of
    
    Amount and Nature of
    
    PercentTitle of Class
    
    Beneficial Owner
    
    Beneficial Ownership
    
    of ClassLimited Partnership Units
    
    Dean Cash
    
    Initial Limited Partner Units
    
    0.0002%600 California Street, 6thFloor
    
    25 Units ($250)San Francisco, CA 94108
    
    (owned by wife)
 Changes in Control
   
 Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
  
 
 Item 13. EXHIBITS AND REPORTS ON FORM 8-K
 (a)
    
    Reports on Form 8-K for the fourth quarter of 2004
(1) Form 8-K on November 21, 2005 of Dean L. Cash(b)
    
    Exhibits(3) and (4) Agreement of Limited Partnership, included as Exhibit B to Prospectus
(Exhibit 28.1), is incorporated herein by reference to the report on Form 10-KSB
for the period ended December 31, 1994 (File No. 33-81952).(14.1) Code of Ethics (14.1) Code of Ethics
 32




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##### Table of Contents



(31.1)
    
    Certification of Paritosh K. Choksi(31.2)
    
    Certification of Dean L. Cash(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
 
 
 Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 
  
 2004
    
    
    2003Audit fees
    
    $
    34,581
    
    
    $
    35,246Audit related fees
    
    
    
    
    
    
    Tax fees
    
    
    24,793
    
    
    
    27,050Other
    
    
    
    
    
    
    $
    59,374
    
    
    $
    62,296
 
   33




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##### Table of Contents



SIGNATURES
  
  
 ATEL Cash Distribution Fund VI, L.P.(Registrant)
 
 By:
    
    ATEL Financial Services, LLC,General Partner of Registrant
 
 
 By: /s/ Dean Cash

Dean Cash,President and Chief Executive Officer ofATEL Financial Services, LLC (General Partner)By: /s/ Paritosh K. Choksi

Paritosh K. Choksi,Executive Vice President and Chief Financial and Operating Officer ofATEL Financial Services, LLC (General Partner)
 
  
 SIGNATURE
    
    CAPACITIES
    
    DATE/s/ Dean Cash
Dean Cash
    
    President and Chief Executive Officer of
ATEL Financial Services, LLC (General Partner)
    
    February 15, 2006/s/ Paritosh K. Choksi
Paritosh K. Choksi
    
    Executive Vice President and Chief Financial and Operating Officer of
ATEL Financial Services, LLC (General Partner)
    
    February 15, 2006
 
  34