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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

 

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

For the quarterly period ended March 31, 2010

 

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

For the transition period from              to             

Commission File number 000-28368

ATEL Cash Distribution Fund VI, L.P.

(Exact name of registrant as specified in its charter)

 

California		94-3207229
(State or other jurisdiction of Incorporation or organization)		(I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrant’s telephone number, including area code (415) 989-8800

Securities registered pursuant to section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

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

 

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

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

The number of Limited Partnership Units outstanding as of April 30, 2010 was 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

 

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

Index

 

Part I.		Financial Information		3
Item 1.		Financial Statements (Unaudited)		3
		Balance Sheets, March 31, 2010 and December 31, 2009		3
		Statements of Income for the three months ended March 31, 2010 and 2009		4
		Statements of Changes in Partners’ Capital for the year ended December 31, 2009 and for the three months ended March 31, 2010		5
		Statements of Cash Flows for the three months ended March 31, 2010 and 2009		6
		Notes to the Financial Statements		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 4T.		Controls and Procedures		16
Part II.		Other Information		17
Item 1.		Legal Proceedings		17
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3.		Defaults Upon Senior Securities		17
Item 4.		[Reserved]		17
Item 5.		Other Information		17
Item 6.		Exhibits		17

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PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited).

ATEL CASH DISTRIBUTION FUND VI, L.P.

BALANCE SHEETS

MARCH 31, 2010 AND DECEMBER 31, 2009

(In Thousands)

(Unaudited)

 

		March 31, 2010			December 31, 2009
ASSETS
Cash and cash equivalents		$	663		$	979
Accounts receivable			215			118
Prepaid expenses			4			6
Investments in equipment and leases, net of accumulated depreciation of $20,806 at March 31, 2010 and $20,794 at December 31, 2009			5,240			5,545
Total assets		$	6,122		$	6,648
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner		$	51		$	51
Lessees and other			350			328
Unearned operating lease income			19			22
Total liabilities			420			401
Commitments and contingencies
Partners’ capital:
General Partner			—			—
Limited Partners			5,702			6,247
Total Partners’ capital			5,702			6,247
Total liabilities and Partners’ capital		$	6,122		$	6,648

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(In Thousands Except Units and Per Unit Data)

(Unaudited)

 

		Three months ended March 31,
		2010			2009
Revenues:
Leasing activities:
Operating leases		$	661		$	697
Direct financing leases			5			8
Gain on sales of assets			30			89
Other revenue			—			1
Total revenues			696			795
Expenses:
Depreciation of operating lease assets			236			297
Cost reimbursements to General Partner			80			146
Railcar maintenance			155			162
Equipment and incentive management fees to General Partner			30			19
Taxes on income and franchise fees			5			4
Other management fees			35			19
Professional fees			24			26
Outside services			16			24
Reversal of provision for doubtful accounts			—			(16	)
Other			30			11
Total operating expenses			611			692
Net income		$	85		$	103
Net income:
General Partner		$	6		$	—
Limited Partners			79			103
		$	85		$	103
Net income per Limited Liability Partnership Unit		$	0.01		$	0.01
Weighted average number of Units outstanding			12,478,676			12,478,676

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2009

AND FOR THE

THREE MONTHS ENDED

MARCH 31, 2010

(In Thousands Except Units and Per Unit Data)

(Unaudited)

 

		Limited Partners						General Partner				Total
		Units		Amount
Balance December 31, 2008		12,478,676		$	7,442			$	—			$	7,442
Distributions to Limited Partners ($0.10 per Unit)		—			(1,248	)			—				(1,248	)
Distributions to General Partner		—			—				(12	)			(12	)
Net income		—			53				12				65
Balance December 31, 2009		12,478,676			6,247				—				6,247
Distributions to Limited Partners ($0.05 per Unit)		—			(624	)			—				(624	)
Distributions to General Partner		—			—				(6	)			(6	)
Net income		—			79				6				85
Balance March 31, 2010		12,478,676		$	5,702			$	—			$	5,702

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED

MARCH 31, 2010 AND 2009

(In Thousands)

(Unaudited)

 

		Three months ended March 31,
		2010				2009
Operating activities:
Net income		$	85			$	103
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets			236				297
Amortization of unearned income on direct finance leases			(5	)			(8	)
Reversal of provision for doubtful accounts			—				(16	)
Gain on sales of assets			(30	)			(89	)
Changes in operating assets and liabilities:
Accounts receivable			(97	)			32
Prepaid expenses			2				3
Accounts payable and accruals due General Partner			—				9
Accounts payable and accruals due lessees and other			22				7
Unearned operating lease income			(3	)			27
Net cash provided by operating activities			210				365
Investing activities:
Proceeds from sales of lease assets			87				172
Payments received on direct finance leases			17				17
Net cash provided by investing activities			104				189
Financing activities:
Distributions to Limited Partners			(624	)			—
Distributions to General Partner			(6	)			—
Net cash used in financing activities			(630	)			—
Net (decrease) increase in cash and cash equivalents			(316	)			554
Cash and cash equivalents at beginning of period			979				664
Cash and cash equivalents at end of period		$	663			$	1,218
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes		$	7			$	—

See accompanying notes.

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and partnership matters:

ATEL Cash Distribution Fund VI, L.P. (the “Partnership”) was formed under the laws of the State of California on June 29, 1994 for the purpose of engaging in the sale of limited liability investment units and acquiring equipment to engage in equipment leasing and sales activities, primarily in the United States. The Partnership may continue until December 31, 2015. The General Partner of the Partnership is ATEL Financial Services, LLC (“AFS”). 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. Upon the sale of the minimum amount of Units of $1.2 million and the receipt of the proceeds thereof on January 3, 1995, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities). On November 23, 1996, subscriptions for 12,500,000 ($125 million) Limited Partnership Units had been received, in addition to the Initial Limited Partners’ Units, and the offering terminated. As of March 31, 2010, 12,478,676 Units were issued and outstanding.

The Partnership’s principal objectives have been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnership’s invested capital; (ii) generates regular 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, 2002 and (iii) provides additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (“Partnership Agreement”).

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

As of March 31, 2010, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of the General Partner.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the report on Form 10-K for the year ended December 31, 2009, filed with the Securities and Exchange Commission.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions in the financial statements and accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year.

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

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

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

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, 2010, up until the issuance of the financial statements. No events were noted which would require disclosure in the footnotes to the financial statements.

Use of estimates:

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

Segment reporting:

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

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

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

Per Unit data:

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

Recent accounting pronouncements:

In February 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2010-09 “Subsequent Events - Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends FASB ASC Topic 855, Subsequent Events, so that SEC filers no longer are required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. ASU No. 2010-09 was effective immediately and was adopted by the Partnership for its year end 2009 reporting period with no impact on its financial position, results of operations or cash flows.

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

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

 

3. Investment in equipment and leases, net:

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

 

		Balance December 31, 2009			Reclassifications & Additions / Dispositions				Depreciation/ Amortization Expense or Amortization of Leases				Balance March 31, 2010
Net investment in operating leases		$	5,003		$	298			$	(236	)		$	5,065
Net investment in direct financing leases			76			—				(13	)			63
Assets held for sale or lease, net			466			(354	)			—				112
Total		$	5,545		$	(56	)		$	(249	)		$	5,240

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 lease or sale. No assets were identified as impaired during management’s review for the three months ended March 31, 2010 and 2009. Depreciation expense on property subject to operating leases and property held for lease or sale was $236 thousand and $297 thousand for the respective three months ended March 31, 2010 and 2009.

All of the equipment on leases was acquired in the years 1995 through 1997.

Net investment in operating leases:

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

 

		Balance December 31, 2009				Additions				Reclassifications or Dispositions				Balance March 31, 2010
Transportation, rail		$	23,698			$	—			$	1,272			$	24,970
Materials handling			199				—				—				199
Transportation, other			285				—				—				285
			24,182				—				1,272				25,454
Less accumulated depreciation			(19,179	)			(236	)			(974	)			(20,389	)
Total		$	5,003			$	(236	)		$	298			$	5,065

The average estimated residual value for assets on operating leases was 16% of the assets’ original cost at March 31, 2010 and December 31, 2009.

The Partnership earns revenues from certain lease assets based on utilization of such assets. Such contingent rentals and the associated expenses are recorded when earned and/or incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, and totaled $95 thousand and $144 thousand for the respective three months ended March 31, 2010 and 2009.

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

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

 

Net investment in direct financing leases:

Investment in direct financing leases consists of transportation and ground support equipment. The following lists the components of the Partnership’s investment in direct financing leases as of March 31, 2010 and December 31, 2009 (in thousands):

 

		March 31,    2010				December 31, 2009
Total minimum lease payments receivable		$	52			$	69
Estimated residual values of leased equipment (unguaranteed)			20				20
Investment in direct financing leases			72				89
Less unearned income			(9	)			(13	)
Net investment in direct financing leases		$	63			$	76

There were no investments in direct financing leases, net in nonaccrual status as of March 31, 2010 and December 31, 2009.

At March 31, 2010, the aggregate amounts of future minimum lease payments under operating and direct financing leases are as follows (in thousands):

 

				Operating Leases			Direct Financing Leases			Total
Nine months ending December 31, 2010				$	1,293		$	52		$	1,345
Year ending December 31, 2011					1,030			—			1,030
2012					237			—			237
				$	2,560		$	52		$	2,612

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

 

Equipment category		Useful Life
Transportation, rail		30 - 35
Materials handling		7 - 10
Transportation, other		7 - 10

4. Related party transactions:

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

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

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

4. Related party transactions (continued):

 

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

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

Incentive management fees are computed as 4% of distributions of cash from operations, as defined in the Partnership Agreement. Equipment management fees are computed as 3.5% 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, 2010 and 2009, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in thousands):

 

		Three Months Ended March 31,
		2010			2009
Cost reimbursements to General Partner		$	80		$	146
Equipment and incentive management fees to General Partner			30			19
		$	110		$	165

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.

6. Partners’ Capital:

As of March 31, 2010 and December 31, 2009, 12,478,676 Units were issued and outstanding. The Partnership was authorized to issue up to 12,500,000 Units, in addition to the 50 Units issued to the Initial Limited Partners, as defined.

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

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

6. Partners’ Capital (continued):

 

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. In accordance with the terms of the Limited Partnership Agreement, additional allocations of income were made to AFS in 2009. The amounts allocated were determined so as to bring AFS’s ending capital account balance to zero at the end of the year.

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

Cash from Operations

Cash from Operations is distributed 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

Cash from Sales and Refinancing

First, 99% to the Limited Partners and 1% to AFS until each Limited Partner has 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; and

Thereafter, 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee.

Distributions to the Limited Partners were as follows (in thousands except units and per unit data):

 

		Three Months Ended March 31,
		2010			2009
Distributions		$	624		$	—
Weighted average number of Units outstanding			12,478,676			12,478,676
Weighted average distributions per Unit		$	0.05		$	—

7. Fair value measurements:

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

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

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

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

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

 

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS

7. Fair value measurements (continued):

 

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

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

At March 31, 2010 and December 31, 2009, the only financial instrument reflected on the Partnership’s financial statements is its cash and cash equivalents. Such cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.

 

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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 VI, L.P. (the “Partnership”) is a California partnership that was formed in June 1994 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 1996. During early 1997, 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, 2015. 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 2002.

As of March 31, 2010, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets decrease. The Partnership continues to generally make distributions on an annual basis or at the discretion of the General Partner.

Results of Operations

The three months ended March 31, 2010 versus the three months ended March 31, 2009

The Partnership had net income of $85 thousand and $103 thousand for the first quarter of 2010 and 2009, respectively. The results for the first quarter of 2010 reflect a decrease in total revenues offset, in part, by a decline in operating expenses when compared to the prior year period.

Revenues

Total revenues for the first quarter of 2010 decreased by $99 thousand, or 12%, as compared to the prior year period. The decline was primarily due to a $59 thousand reduction in recognized gains on sales of lease assets and a $36 thousand decline in operating lease revenues.

Gains on sales of lease assets declined as fewer railcar units were disposed of at prices similar to those of the prior year period; and operating lease revenues decreased primarily due to a period over period decline in usage-based rental revenues combined with continued run-off and disposition of lease assets.

 

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Expenses

Total expenses for the first quarter of 2010 decreased by $81 thousand, or 12%, as compared to the prior year period. The net decrease in expenses was primarily due to decreases in costs reimbursed to AFS and depreciation expense totaling $66 thousand and $61 thousand, respectively. These decreases were partially offset by a $19 thousand increase in other expense and a $16 thousand increase in other management fees. In addition, expenses increased as the first quarter 2009 amount included a $16 thousand recovery of a prior period provision related to delinquent receivables.

The period over period decrease in costs reimbursed to AFS was largely due to lower administrative costs allocated to the Fund as a result of a refinement of cost allocation methodologies employed by the General Partner; and the reduction in depreciation expense was mainly a result of continued run-off and disposition of lease assets.

Other expense increased largely due to higher printing and postage costs related to mailings of investor information, as well as higher railcar storage fees and bank charges; and other management fees was higher due to an increase in the number of railcars managed by a third party manager as inventoried railcars were re-leased during the first quarter of 2010.

Capital Resources and Liquidity

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

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

The changes in the Partnership’s cash flow for the three months ended March 31, 2010 when compared to the prior year period are as follows:

 

•

Operating Activities

Cash provided by operating activities decreased by $155 thousand, or 42%, for the first quarter of 2010 as compared to the prior year period. The net decrease in cash flow was primarily attributable to an unfavorable year over year three-month change in accounts receivable and unearned operating lease income activities.

The change in accounts receivable reduced cash flow by $129 thousand and was a result of higher level of billings accrued at March 31, 2010, combined with a lower amount of prior year accruals collected in the current quarter. Likewise, the change in unearned operating lease income reduced cash flow by $30 thousand and was attributable to the decrease in unearned rents received and increased amortization of prepaid rents received in previous periods.

 

•

Investing Activities

Cash provided by investing activities decreased by $85 thousand, or 45%, for the first quarter of 2010 as compared to the prior year period. The decrease in cash flow was mainly due to a period over period decline in proceeds from sales of lease assets as fewer railcar units were sold at prices similar to those realized in the prior year period.

 

•

Financing Activities

Cash used in financing activities during the first quarter of 2010 increased by $630 thousand when compared to the prior year period. The increase represents first quarter 2010 distributions paid to both the Limited Partners and the General Partner totaling $624 thousand and $6 thousand, respectively. There were no distributions paid during the first quarter of 2009.

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 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. 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.

 

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The Partnership currently has available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995. At March 31, 2010, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.

 

Item 4T.

Controls and procedures.

Evaluation of disclosure controls and procedures

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

The Partnership does not control the financial reporting process, and is solely dependent on the Management of the General Partner, which is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The General Partner’s disclosure controls and procedures, as it is 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, 2010 that have materially affected, or are reasonably likely to materially affect, the General Partner’s internal control over financial reporting, as it is applicable to the Partnership.

 

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PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings.

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

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 3.

Defaults Upon Senior Securities.

None.

 

Item 4.

[Reserved].

 

Item 5.

Other Information.

None.

 

Item 6.

Exhibits.

Documents filed as a part of this report:

 

1.

Financial Statement Schedules

All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.

 

2.

Other Exhibits

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

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

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

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

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 7, 2010

 

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

 

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