Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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

For the quarterly period ended SeptemberMarch 3031, 20112012


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.

(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 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 x 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 ~~October~~April 3130, ~~2011~~2012 was 12,478,676.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND VI, L.P.

Index

Part I.Financial Information			3
Item 1.Financial Statements (Unaudited)			3
Balance Sheets, September 30, 2011 and December 31, 2010			3
Balance Sheets, March 31, 2012 and December 31, 2011			3
Statements of Income for the three and nine months ended September 30, 2011 and 2010			4
Statements of Income for the three months ended March 31, 2012 and 2011			4
Statements of Changes in Partners’ Capital for the year ended December 31, 2010 and for the nine months ended September 30, 2011			5
Statements of Changes in Partners’ Capital for the year ended December 31, 2011 and for the three months ended March 31, 2012			5
Statements of Cash Flows for the three and nine months ended September 30, 2011 and 2010			6
Statements of Cash Flows for the three months ended March 31, 2012 and 2011			6
Notes to the Financial Statements			7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations			1312
Item 4.Controls and Procedures			1614
Part II.Other Information			1715
Item 1.Legal Proceedings			1715
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds			1715
Item 3.Defaults Upon Senior Securities			1715
Item 4.[Removed and Reserved]			1715
Item 5.Other Information			1715
Item 6.Exhibits			1715

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CASH DISTRIBUTION FUND VI, L.P. BALANCE SHEETS MARCH 31, 2012 AND DECEMBER 31, 2011 (In Thousands) (Unaudited)

SEPTEMBER 30, 2011 AND DECEMBER 31, 2010 (in thousands) (Unaudited)


	March 31, 2012		December 31, 2011
ASSETS
Cash and cash equivalents	$	515	$	205
Accounts receivable		265		204
Prepaid expenses		3		3
Investments in equipment and leases, net of accumulated depreciation of $20,994 at March 31, 2012 and $21,017 at December 31, 2011		3,490		3,605
Total assets	$	4,273	$	4,017
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	36	$	78
Lessees and other		81		87
Unearned operating lease income		4		7
Total liabilities		121		172
Commitments and contingencies
Partners’ capital:
General Partner		—		—
Limited Partners		4,152		3,845
Total Partners’ capital		4,152		3,845
Total liabilities and Partners’ capital	$	4,273	$	4,017

	September 30,2011		December 31,2010
ASSETS
Cash and cash equivalents	$	1,587	$	446
Accounts receivable		159		183
Prepaid expenses and other assets		4		4
Investments in equipment and leases, net of accumulated depreciation of $20,987 at September 30, 2011 and $20,773 at December 31, 2010		3,799		4,410
Total assets	$	5,549	$	5,043
LIABILITIES AND PARTNERS’ CAPITAL
Accounts payable and accrued liabilities:
General Partner	$	18	$	49
Lessees and other		93		132
Unearned operating lease income		15		33
Total liabilities		126		214
Commitments and contingencies
Partners’ capital:
General Partner		—		—
Limited Partners		5,423		4,829
Total Partners’ capital		5,423		4,829
Total liabilities and Partners’ capital	$	5,549	$	5,043

See accompanying notes.

~~See accompanying notes.~~ 3

3TABLE OF CONTENTS

TABLEATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CONTENTSINCOME FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (In Thousands Except Units and Per Unit Data) (Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (in thousands except units and per unit data) (Unaudited)


	Three Months Ended March 31,
	2012		2011
Revenues:
Leasing activities:
Operating leases	$	725	$	625
Gain on sales of assets		38		25
Total revenues		763		650
Expenses:
Depreciation of operating lease assets		90		188
Cost reimbursements to General Partner		60		67
Railcar maintenance		203		99
Equipment and incentive management fees to General Partner		16		17
Taxes on income and franchise fees		1		1
Other management fees		22		30
Professional fees		13		16
Outside services		18		11
Provision for doubtful accounts		—		2
Postage		7		8
Printing and photocopying		11		2
Other		15		14
Total operating expenses		456		455
Net income	$	307	$	195
Net income:
General Partner	$	—	$	—
Limited Partners		307		195
	$	307	$	195
Net income per Limited Liability Partnership Unit	$	0.02	$	0.02
Weighted average number of Units outstanding		12,478,676		12,478,676

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011		2010
Revenues:
Leasing activities:
Operating leases	$	602		$	775		$	1,883	$	2,029
Direct financing leases		—			2			—		11
Gain on sales of assets		22			36			59		83
Other revenue		1			1			1		3
Total revenues		625			814			1,943		2,126
Expenses:
Depreciation of operating lease assets		161			237			532		693
Cost reimbursements to General Partner		61			74			188		228
Railcar maintenance		136			100			356		421
Equipment and incentive management fees to General Partner		17			19			52		74
Taxes on income and franchise fees		1			(3	)		3		—
Other management fees		31			30			87		94
Professional fees		3			5			22		42
Outside services		17			12			42		50
Reversal of provision for doubtful accounts		(1	)		—			—		—
Other		10			25			67		93
Total operating expenses		436			499			1,349		1,695
Net income	$	189		$	315		$	594	$	431
Net income:
General Partner	$	—		$	—		$	—	$	6
Limited Partners		189			315			594		425
	$	189		$	315		$	594	$	431
Net income per Limited Liability Partnership Unit	$	0.02		$	0.02		$	0.05	$	0.03
Weighted average number of Units outstanding		12,478,676			12,478,676			12,478,676		12,478,676

See accompanying notes.

~~See accompanying notes.~~4

4TABLE OF CONTENTS

TABLEATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CONTENTSCHANGES IN PARTNERS’ CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE THREE MONTHS ENDED MARCH 31, 2012 (In Thousands Except Units and Per Unit Data) (Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2010 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 (in thousands except units and per unit data) (Unaudited)


	Limited Partners					General Partner			Total
	Units		Amount			General Partner			Total
Balance December 31, 2010		12,478,676	$	4,829		$	—		$	4,829
Distributions to Limited Partners ($0.13 per Unit)		—		(1,684	)		—			(1,684	)
Distributions to General Partner		—		—			(17	)		(17	)
Net income		—		700			17			717
Balance December 31, 2011		12,478,676		3,845			—			3,845
Net income		—		307			—			307
Balance March 31, 2012		12,478,676	$	4,152		$	—		$	4,152

	Limited Partners					GeneralPartner			Total
	Units		Amount
Balance December 31, 2009		12,478,676	$	6,247		$	—		$	6,247
Distributions to Limited Partners ($0.15 per Unit)		—		(1,872	)		—			(1,872	)
Distributions to General Partner		—		—			(19	)		(19	)
Net income		—		454			19			473
Balance December 31, 2010		12,478,676		4,829			—			4,829
Net income		—		594			—			594
Balance September 30, 2011		12,478,676	$	5,423		$	—		$	5,423

See accompanying notes.

~~See accompanying notes.~~5

5TABLE OF CONTENTS

TABLEATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CONTENTSCASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (In Thousands) (Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010 (in thousands) (Unaudited)


	Three Months Ended March 31,
	2012			2011
Operating activities:
Net income	$	307		$	195
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets		90			188
Provision for doubtful accounts		—			2
Gain on sales of assets		(38	)		(25	)
Changes in operating assets and liabilities:
Accounts receivable		(61	)		(30	)
Prepaid expenses and other assets		—			1
Accounts payable, General Partner		(42	)		(40	)
Accounts payable, other		(6	)		(14	)
Unearned operating lease income		(3	)		(7	)
Net cash provided by operating activities		247			270
Investing activities:
Proceeds from sales of assets		63			62
Net cash provided by investing activities		63			62
Financing activities:
Net cash provided by financing activities		—			—
Net increase in cash and cash equivalents		310			332
Cash and cash equivalents at beginning of period		205			446
Cash and cash equivalents at end of period	$	515		$	778

	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Operating activities:
Net income	$	189		$	315		$	594		$	431
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation of operating lease assets		161			237			532			693
Reversal of provision for doubtful accounts		(1	)		—			—			—
Gain on sales of assets		(22	)		(36	)		(59	)		(83	)
Changes in operating assets and liabilities:
Accounts receivable		48			9			24			(71	)
Prepaid expenses and other assets		(3	)		(5	)		—			—
Accounts payable, General Partner		(4	)		(12	)		(31	)		(18	)
Accounts payable, other		3			(191	)		(39	)		(192	)
Unearned operating lease income		(4	)		26			(18	)		19
Net cash provided by operating activities		367			343			1,003			779
Investing activities:
Proceeds from sales of assets		45			97			138			256
Principal payments received on direct financing leases		—			14			—			40
Improvements to lease equipment		—			(45	)		—			(45	)
Net cash provided by investing activities		45			66			138			251
Financing activities:
Distributions to Limited Partners		—			—			—			(624	)
Distributions to General Partner		—			—			—			(6	)
Net cash used in financing activities		—			—			—			(630	)
Net increase in cash and cash equivalents		412			409			1,141			400
Cash and cash equivalents at beginning of period		1,175			970			446			979
Cash and cash equivalents at end of period	$	1,587		$	1,379		$	1,587		$	1,379
Supplemental disclosures of cash flow information:
Cash paid during the period for taxes	$	—		$	1		$	6		$	8

See accompanying notes.

~~See accompanying notes.~~6

6TABLE OF CONTENTS

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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 ~~September~~March 3031, ~~2011~~2012, 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 for services rendered and reimbursements for costs incurred on behalf of the Partnership (Note 54). 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 ~~September~~March 3031, ~~2011~~2012, the Partnership is in the liquidation phase of its life cycle, as defined in the Partnership Agreement, and is generally 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~~2011, filed with the Securities and Exchange Commission.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q as mandated by the Securities and Exchange Commission. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods presented. All such adjustments are of a normal recurring nature. Operating results for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012 are ~~not~~ 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 significant effect on the reported financial position or results from operations.

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

In preparing the accompanying unaudited financial statements, the General Partner has reviewed events that have occurred after ~~September~~March 3031, ~~2011~~2012, 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.

TABLE OF CONTENTS

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

2. Summary of significant accounting policies: - (continued)

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.

Recent3. accountingInvestment pronouncementsin equipment and leases, net:

InThe ~~April 2011, the FASB issued ASU No. 2011-02, “A Creditor~~Partnership’s ~~Determination~~investments of Whether a Restructuring Is a Troubled Debt Restructuring.” ASU 2011-02 clarifies guidance on a creditor’s evaluation of whether it has granted a concession to a borrower and a creditor’s evaluation of whether a borrower is experiencing financial difficulties. The amendments in ~~this~~equipment ~~update are effective for the first interim or annual period beginning on or after June 15, 2011,~~ and ~~should~~leases beconsists ~~applied retrospectively to the beginning~~ of the ~~annual~~following period of adoption. As a result of applying these amendments, an entity may identify receivables that are newly considered impaired. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. In addition, an entity should disclose the information required by Accounting Standards Codification paragraphs 310-10-50-33 through 50-34, which was deferred by ASU 2011-01, for interim and annual periods beginning on or after June 15, 2011. The amendments (in ~~this~~thousands): update were adopted by the Partnership on July 1, 2011, and for purposes of measuring impairment, were applied retrospectively to January 1, 2011. The Partnership evaluated the guidance included in 2011-02 and has determined that it does not result in any new troubled debt restructurings that should be reported.

In January 2011, the FASB issued ASU No. 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20.” ASU 2011-01 temporarily delays the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. The guidance became effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. The adoption of this update did not have a material effect on the Partnership’s financial position or results of operations.


	Balance December 31, 2011		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance March 31, 2012
Net investment in operating leases	$	3,600	$	(25	)	$	(90	)	$	3,485
Assets held for sale or lease, net		5		—			—			5
Total	$	3,605	$	(25	)	$	(90	)	$	3,490

3.Impairment Provisionof investments in leases and assets held for creditsale lossesor lease:

~~The~~Management ~~Partnership~~periodically ~~had~~reviews nothe ~~allowance~~carrying values of its assets on leases and assets held for ~~credit~~lease ~~losses~~or atsale ~~both~~for ~~September~~impairment. 30As a result of these reviews, ~~2011~~management ~~and~~determined ~~December~~that no impairment losses existed for the respective three month periods ended March 31, ~~2010~~2012 and 2011.

8The Partnership utilizes a straight-line depreciation method over the term of the equipment lease for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Partnership’s equipment totaled $90 thousand and $188 thousand for the respective three months ended March 31, 2012 and 2011.

~~TABLE~~All OFof ~~CONTENTS~~the equipment on leases was acquired in the years 1995 through 1997.

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

3. ProvisionInvestment forin creditequipment lossesand leases, net: - (continued)

AsNet of September 30, 2011, the Partnership had no investment in financingoperating receivables. Such net investment in financing receivables was nominal at December 31, 2010. leases:

4.Property ~~Investment~~on inoperating ~~equipment~~leases ~~and~~consists ~~leases,~~of ~~net~~the following (in thousands):

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


	Balance December 31, 2011			Additions			Reclassifications or Dispositions			Balance March 31, 2012
Transportation, rail	$	24,117		$	—		$	(137	)	$	23,980
Transportation, other		295			—			—			295
Materials handling		199			—			—			199
		24,611			—			(137	)		24,474
Less accumulated depreciation		(21,011	)		(90	)		112			(20,989	)
Total	$	3,600		$	(90	)	$	(25	)	$	3,485

	Balance December 31, 2010		Reclassifications & Additions/ Dispositions			Depreciation/ Amortization Expense or Amortization of Leases			Balance September 30, 2011
Net investment in operating leases	$	4,390	$	(69	)	$	(528	)	$	3,793
Net investment in direct financing leases		20		(20	)		—			—
Assets held for sale or lease, net		—		10			(4	)		6
Total	$	4,410	$	(79	)	$	(532	)	$	3,799

The average estimated residual value for assets on operating leases was 12% and 13% of the assets’ original cost at March 31, 2012 and December 31, 2011, respectively.

~~Impairment~~The Partnership earns revenues from certain lease assets based on utilization of ~~investments~~such inassets. ~~leases~~Such contingent rentals and ~~assets~~the ~~held~~associated ~~for~~expenses ~~sale~~are recorded when earned and/or ~~lease:~~incurred. The revenues associated with these rentals are included as a component of Operating Lease Revenues, and totaled $117 thousand and $100 thousand for the respective three months ended March 31, 2012 and 2011.

~~Management~~At ~~periodically~~March ~~reviews~~31, 2012, the ~~carrying~~aggregate ~~values~~amounts of ~~its~~future ~~assets~~minimum ~~on leases and assets held for~~ lease orpayments ~~sale.~~under Nooperating ~~assets~~leases ~~were~~are ~~identified~~ as ~~impaired~~follows ~~during~~(in ~~management’s~~thousands): ~~review for the respective three- and nine-month periods ended September 30, 2011 and 2010.~~

The Partnership utilizes a straight-line depreciation method over the term of the equipment lease for equipment in all of the categories currently in its portfolio of lease transactions. Depreciation expense on the Partnership’s equipment totaled $161 thousand and $237 thousand for the respective three months ended September 30, 2011 and 2010, and was $532 thousand and $693 thousand for the respective nine months ended September 30, 2011 and 2010.


	Operating Leases
Nine months ending December 31, 2012	$	1,549
Year ending December 31, 2013		1,155
2014		880
	$	3,584

~~Net~~The ~~investment~~terms inof ~~operating~~the ~~leases:~~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.

~~Property~~The onPartnership ~~operating~~Agreement ~~leases~~allows ~~consists~~for the reimbursement of ~~the~~costs ~~following~~incurred (by AFS in ~~thousands):~~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.

	Balance December 31, 2010			Additions			Reclassifications or Dispositions			Balance September 30, 2011
Transportation, rail	$	24,679		$	—		$	(397	)	$	24,282
Transportation, other		285			—			10			295
Material handling		199			—			—			199
		25,163			—			(387	)		24,776
Less accumulated depreciation		(20,773	)		(528	)		318			(20,983	)
Total	$	4,390		$	(528	)	$	(69	)	$	3,793

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.

~~The~~Cost ~~average~~reimbursements ~~estimated~~to ~~residual~~the ~~value~~General ~~for~~Partner ~~assets~~are based on ~~operating~~its ~~leases~~costs ~~was~~incurred ~~14%~~in ~~and~~performing ~~15%~~administrative ofservices for the ~~assets’~~Partnership. ~~original~~These ~~cost~~costs atare ~~September~~allocated ~~30,~~to ~~2011~~each ~~and~~managed ~~December~~entity ~~31,~~based ~~2010~~on certain criteria such as managed assets, ~~respectively~~number of investors or contributed capital based upon the type of cost incurred.

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

~~The~~Incentive ~~Partnership~~management ~~earns~~fees ~~revenues~~are ~~from~~computed ~~certain~~as ~~lease~~4% ~~assets~~of ~~based~~distributions ~~on utilization~~ of ~~such~~cash ~~assets.~~from ~~Such~~operations, ~~contingent~~as ~~rentals~~defined ~~and~~in the ~~associated~~Partnership ~~expenses are recorded when earned and/or incurred~~Agreement. ~~The~~Equipment ~~revenues~~management ~~associated~~fees ~~with these rentals~~ are ~~included~~computed as a3.5% ~~component~~ of ~~Operating~~gross ~~Lease~~revenues ~~Revenues,~~from ~~and~~operating ~~totaled~~leases, ~~$126~~as ~~thousand~~defined ~~and~~in ~~$124~~the ~~thousand~~Partnership ~~for~~Agreement ~~the~~plus ~~respective~~2% ~~three~~of ~~months~~gross ~~ended~~revenues ~~September~~from ~~30,~~full ~~2011~~payout ~~and 2010~~leases, ~~and~~as ~~$358~~defined ~~thousand~~in ~~and $424 thousand for~~ the ~~respective~~Partnership ~~nine months ended September 30, 2011 and 2010~~Agreement.

AtDuring ~~September~~the 30three months ended March 31, 2012 and 2011, ~~the~~AFS ~~aggregate~~and/or ~~amounts~~affiliates ofearned ~~future~~fees ~~minimum~~and ~~lease~~commissions, ~~payments~~and ~~under~~billed ~~operating~~for ~~leases~~reimbursements, ~~are~~pursuant to the Limited Partnership Agreement, as follows (in thousands):

	Operating Leases
	Three Months EndedMarch 31,
Three months ending December 31, 2011	$	338
	2012		2011
Year ending December 31, 2012		372
Cost reimbursements to General Partner	$	60	$	67
2013		123
Equipment and incentive management fees to General Partner		16		17
2014		35
	$	76	$	84
	$	868

Net5. investment in direct financing leasesGuarantees:

The Partnership’s ~~remaining~~enters ~~direct~~into ~~financing~~contracts ~~lease~~that ~~terminated~~contain ~~during~~a ~~the~~variety ~~second half~~ of ~~2010~~indemnifications. ~~However,~~The ~~at December 31, 2010, the~~ Partnership’s ~~retained~~maximum aexposure ~~$20~~under ~~thousand~~these ~~residual~~arrangements ~~position~~is ~~in the equipment underlying the terminated direct financing lease~~unknown. ~~During~~However, the ~~first~~Partnership ~~quarter~~has ofnot ~~2011,~~had ~~such~~prior ~~equipment~~claims ~~was~~or ~~re-leased~~losses ~~under~~pursuant ~~short-term~~to ~~operating~~these ~~leases.~~contracts Atand ~~September~~expects ~~30, 2011,~~ the ~~Partnership~~risk ~~had~~of noloss ~~remaining~~to ~~investments~~be ~~in direct financing leases~~remote.

5.The ~~Related~~General ~~party~~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.

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 Partnership6. Partners’ capital:

~~The~~As ~~Partnership Agreement allows for the reimbursement~~ of ~~costs~~March ~~incurred~~31, by2012 ~~AFS~~and inDecember ~~providing~~31, ~~administrative services to the Partnership. Administrative services provided include Partnership accounting~~2011, ~~investor relations~~12,478,676 ~~legal~~Units ~~counsel~~were ~~and~~issued ~~lease~~ and ~~equipment documentation~~outstanding. ~~AFS~~The isPartnership ~~not~~was ~~reimbursed~~authorized ~~for~~to ~~services~~issue ~~whereby~~up ~~it is entitled~~ to ~~receive~~12,500,000 ~~a separate fee as compensation for such services~~Units, ~~such~~in asaddition ~~acquisition and disposition of equipment. The Partnership is contingently liable for certain future costs~~ to bethe ~~incurred~~50 byUnits ~~AFS~~issued to ~~manage~~ the ~~administrative~~Initial ~~services~~Limited ~~provided~~Partners, toas ~~the Partnership~~defined.

~~Each~~The Partnership has the right, exercisable at the General Partner’s discretion, but not the obligation, to repurchase Units of ~~ATEL~~a ~~Leasing~~Unitholder ~~Corporation~~who ~~(“ALC”)~~ceases ~~and~~to ~~AFS~~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 ~~wholly-owned~~holder’s ~~subsidiary~~request. The repurchase of ~~ATEL~~Fund ~~Capital~~Units ~~Group~~is ~~and~~made ~~performs~~in ~~services~~accordance ~~for~~with Section 13 of the Amended and Restated Agreement of Limited Partnership. ~~Acquisition~~The ~~services,~~repurchase ~~equipment~~would ~~management~~be at the discretion of the General Partner on terms it determines to be appropriate under given circumstances, ~~lease~~in ~~administration~~the ~~and~~event ~~asset~~that ~~disposition~~the ~~services~~General ~~are~~Partner ~~performed~~deems such byrepurchase ~~ALC~~to be in the best interest of the Partnership; ~~investor~~provided, ~~relations~~the Partnership is never required to repurchase any Units. Upon the repurchase of any Units by the Fund, ~~communications~~the ~~and~~tendered ~~general~~Units ~~administrative~~are ~~services~~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 ~~performed~~deemed byto ~~AFS~~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.

~~Cost~~As ~~reimbursements~~defined toin the ~~General~~Limited ~~Partner~~Partnership Agreement, the Partnership’s Net Income, Net Losses, and Tax Credits are ~~based~~to onbe ~~its~~allocated ~~costs~~99% ~~incurred~~to inthe ~~performing~~Limited ~~administrative~~Partners ~~services~~and ~~for~~1% to AFS. The Limited Partnership Agreement allows the Partnership. ~~These~~to ~~costs~~make ~~are~~an ~~allocated~~allocation of income to ~~each~~AFS ~~managed~~in ~~entity~~order ~~based~~to onmaintain ~~certain~~the ~~criteria~~capital ~~such~~account asof ~~managed~~AFS ~~assets~~at zero. In accordance with the terms of the Limited Partnership Agreement, ~~number~~additional allocations of ~~investors~~income orwere ~~contributed~~made to AFS for the year ended December 31, 2011. The amounts allocated were determined so as to bring AFS’s ending capital ~~based~~account ~~upon~~balance to zero at the ~~type~~end of ~~cost~~the ~~incurred~~year.

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. 10

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ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

56. RelatedPartners’ party transactionscapital: - (continued)

~~During~~As ~~the~~defined ~~three~~in ~~and~~the ~~nine~~Limited ~~months~~Partnership ~~ended September 30~~Agreement, ~~2011~~available ~~and~~Cash ~~2010,~~from ~~AFS~~Operations and~~/or~~ ~~affiliates~~Cash ~~earned~~from ~~fees~~Sales and ~~commissions,~~Refinancing ~~and~~are ~~billed for reimbursements, pursuant~~ to ~~the~~be ~~Limited~~distributed ~~Partnership Agreement,~~ as follows ~~(in thousands)~~:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Cost reimbursements to General Partner	$	61	$	74	$	188	$	228
Equipment and incentive management fees to General Partner		17		19		52		74
	$	78	$	93	$	240	$	302

Cash from Operations

6Cash from Operations is distributed 95% to the Limited Partners, 1% to AFS and 4% to an affiliate of AFS as an Incentive Management Fee. ~~Guarantees:~~

TheCash Partnershipfrom entersSales 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. Refinancing

~~The~~First, ~~General~~99% ~~Partner~~to ~~knows of no facts or circumstances that would make~~ the ~~Partnership’s~~Limited ~~contractual~~Partners ~~commitments~~and ~~outside~~1% ~~standard mutual covenants applicable~~ to ~~commercial~~AFS ~~transactions~~until ~~between~~each ~~businesses.~~Limited ~~Accordingly,~~Partner ~~the~~has ~~Partnership~~received ~~believes~~Aggregate ~~that~~Distributions ~~these~~in ~~indemnification~~an ~~obligations~~amount ~~are~~equal ~~made~~to intheir ~~the~~Original ~~ordinary~~Invested ~~course~~Capital, ~~of business~~ as ~~part of standard commercial and industry practice~~defined, ~~and~~plus ~~that~~a ~~any~~10% ~~potential~~per ~~liability~~annum ~~under~~cumulative ~~the~~(compounded ~~Partnership’s~~daily) ~~similar~~return ~~commitments~~on istheir ~~remote.~~Adjusted ~~Should~~Invested ~~any~~Capital; ~~such indemnification obligation become payable, the Partnership would separately record~~ and~~/or~~ ~~disclose such liability in accordance with GAAP.~~

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

AsThere ~~of September 30, 2011 and December 31, 2010, 12,478,676 Units~~ were ~~issued~~no ~~and~~distributions ~~outstanding.~~made ~~The Partnership was authorized~~ to ~~issue~~the upLimited toPartners ~~12,500,000~~during ~~Units, in addition to~~ the 50three-month ~~Units~~periods ~~issued~~ended toMarch ~~the Initial Limited Partners~~31, as2012 ~~defined~~and 2011.

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. 11

AsTABLE ~~defined~~OF 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 for the year ended December 31, 2010. The amounts allocated were determined so as to bring AFS’s ending capital account balance to zero at the end of the year. CONTENTS

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

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ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

7. Partners’ capital: - (continued)

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 September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Distributions	$	—	$	—	$	—	$	624
Weighted average number of Units outstanding		12,478,676		12,478,676		12,478,676		12,478,676
Weighted average distributions per Unit	$	—	$	—	$	—	$	0.05

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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 ~~September~~March 3031, ~~2011~~2012, 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 SeptemberMarch 3031, 20112012 versus the three months ended SeptemberMarch 3031, 20102011

The Partnership had net income of $~~189~~307 thousand and $~~315~~195 thousand for the three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, respectively. The results for the ~~third~~first quarter of ~~2011~~2012 reflect aan ~~decrease~~increase in total revenues ~~offset, in part, by a decrease in total expenses~~ when compared to the prior year period.

Revenues

Total revenues for the ~~third~~first quarter of ~~2011~~2012 ~~decreased~~increased by $~~189~~113 thousand, or 2317%, as compared to the prior year period largely due to a $~~173~~100 thousand ~~decrease~~increase in operating lease revenues.

The ~~decrease~~increase in operating lease revenues was largely due to ~~the~~higher ~~impact~~negotiated ofrates aon ~~third~~certain ~~quarter 2010 adjustment resulting from the resolution of an item previously held in suspense and continued run~~re-~~off~~marketed ~~and disposition of lease assets. These were partially offset by the impact of revenues from new operating~~ leases ~~which~~and ~~resulted from the renewal of~~ an ~~expired~~increase ~~direct~~in ~~financing lease, and the re~~usage-~~leasing~~based ofrental ~~certain off-lease assets subsequent to September 30, 2010~~revenues.

13Expenses

~~TABLE~~Total OFoperating ~~CONTENTS~~expenses for the first quarter of 2012 were virtually unchanged as compared to the prior year period. Certain individual expense items did, however, have significant variances of which the most notable was a $104 thousand increase in railcar maintenance costs which was offset, in part, by a $98 thousand decrease in depreciation expense.

~~Expenses~~12

~~Total~~TABLE ~~expenses~~OF for the third quarter of 2011 decreased by $63 thousand, or 13%, as compared to the prior year period. The net reduction in expenses was primarily due to decreases in depreciation expense, other expense, and costs reimbursed to AFS offset, in part, by an increase in railcar maintenance costs. CONTENTS

~~Depreciation~~The ~~expense~~increase ~~decreased~~in byrailcar ~~$76~~maintenance ~~thousand~~costs ~~mainly~~was aslargely adue ~~result~~to ofan ~~continued~~increase ~~run-off~~in ~~and~~the ~~disposition~~base ofrate ~~lease~~for ~~assets.~~maintenance ~~Other expense declined~~ by ~~$15~~the ~~thousand~~Partnership’s ~~largely~~third ~~due~~party torailcar ~~lower printing, postage and photocopying costs~~manager; and, ~~costs~~the ~~reimbursed~~decrease toin ~~AFS~~depreciation ~~decreased~~expense bywas ~~$13~~mainly ~~thousand primarily~~ as a result of ~~lower~~continued ~~administrative~~run-off ~~costs~~and ~~allocated~~disposition toof ~~the~~lease ~~Fund to better align costs with the Partnership’s declining operations~~assets.

Partially offsetting the aforementioned decreases in expenses was a $36 thousand increase in railcar maintenance expense as the prior year amount included a partial reversal of the then existing accruals in order to reflect lower actual cost.

The nine months ended September 30, 2011 versus the nine months ended September 30, 2010

The Partnership had net income of $594 thousand and $431 thousand for the nine months ended September 30, 2011 and 2010, respectively. The results for the first nine months of 2011 reflect a decrease in total operating expenses partially offset by a decrease in total revenues when compared to the prior year period.

Revenues

Total revenues for the first nine months of 2011 decreased by $183 thousand, or 9%, as compared to the prior year period largely due to a $146 thousand decrease in operating lease revenues and a $24 thousand decline in gain on sales of assets.

The decrease in operating lease revenues was largely due to the impact of a third quarter 2010 adjustment resulting from the resolution of an item previously held in suspense, a period over period decline in contingent rents, and continued run-off and disposition of lease assets. These were partially offset by the impact of revenues from new operating leases which resulted from the renewal of an expired direct financing lease, and the re-leasing of certain off-lease assets subsequent to September 30, 2010.

Gain on sales of assets declined primarily due to the lower volume and the change in the mix of assets sold during the first nine months of 2011.

Expenses

Total expenses for the first nine months of 2011 decreased by $346 thousand, or 20%, as compared to the prior year period. The net reduction in expenses was primarily due to decreases in the following expenses: depreciation, railcar maintenance expense, costs reimbursed to AFS, other expense and management fees paid to AFS.

Depreciation expense decreased by $161 thousand largely due to continued run-off and disposition of lease assets. Likewise, railcar maintenance costs declined by $65 thousand primarily as a result of the continued decline in the number of railcars owned by the Partnership, consistent with a Fund in liquidation. Costs reimbursed to AFS decreased by $40 thousand primarily as a result of lower administrative costs allocated to the Fund to better align costs with the Partnership’s declining operations; and, other expense declined by $26 thousand largely as a result of lower postage, storage, printing and photocopying costs. Moreover, management fees paid to AFS declined by $22 thousand primarily due to the absence of distributions of cash from operations paid to investors during the current year period, which impacted the calculation of management fees, coupled with the continued decline in managed assets and related rents.

Capital Resources and Liquidity

At ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, the Partnership’s cash and cash equivalents totaled $~~1.6~~515 ~~million~~ and $~~446~~205 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.

14If 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.

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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 September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2011		2010		2011		2010
	2012		2011
Net cash provided by (used in):
Net cash provided by:
Operating activities	$	~~367~~247	$	~~343~~270	$	~~1,003~~	$	~~779~~
Investing activities		4563		6662		~~138~~		~~251~~
Financing activities		—		—		—		~~(630~~	)
Net increase in cash and cash equivalents	$	~~412~~310	$	~~409~~332	$	~~1,141~~	$	~~400~~

The three months ended SeptemberMarch 3031, 20112012 versus the three months ended SeptemberMarch 3031, 20102011

During the three months ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, the Partnership’s primary ~~source~~sources of liquidity ~~was~~were cash ~~flow~~flows from its portfolio of operating lease contracts and proceeds from sales of lease assets. ~~During the same periods, cash was primarily used to pay invoices related to General Partner fees and expenses, and other payables.~~

~~The~~During ~~nine~~the ~~months~~same ~~ended~~comparative ~~September~~periods, 30cash was primarily used to pay invoices related to General Partner fees and expenses, ~~2011~~and ~~versus~~other payables. As the ~~nine~~Fund ~~months~~is ~~ended~~in ~~September~~its 30liquidation phase, ~~2010~~any future financing activity is anticipated to only include distributions to Partners.

During the nine months ended September 30, 2011 and 2010, the Partnership’s primary source of liquidity was cash flow from its portfolio of operating lease contracts and proceeds from sales of lease assets. During the same periods, cash was primarily used to pay invoices related to General Partner fees and expenses, and other payables. In addition, during the prior year period, cash was used to pay distributions to both the Limited Partners and the General Partner totaling $624 thousand and $6 thousand, respectively. As the Fund is in its liquidation phase, any future financing activity is anticipated to only include distributions to Partners. Distributions

~~Distributions~~The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995. During its liquidation phase, the rates and frequency of periodic distributions paid by the Fund are solely at the discretion of the General Partner.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the month of January 1995. During its liquidation phase, the rates and frequency of periodic distributions paid by the Fund are solely at the discretion of the General Partner.

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

At ~~September~~March 3031, ~~2011~~2012, 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.

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Off-Balance Sheet Transactions

None.

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Recent Accounting Pronouncements

Information regarding recent accounting pronouncements is included in Note 2 to the financial statements, Summary of significant accounting policies, as set forth in Part I, Item 1, Financial Statements (Unaudited).

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~~2011. There have been no material changes to the Partnership’s critical accounting policies since December 31, ~~2010~~2011.

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 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 ~~September~~March 3031, ~~2011~~2012 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:

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.

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: ~~November~~May 1411, ~~2011~~2012

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

By:

ATEL Financial Services, LLC
General Partner of Registrant

By:/s/ Dean L. CashDean L. Cash, President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner) By:/s/ Paritosh K. ~~Choksi~~ChoksiParitosh ~~Paritosh~~ K. Choksi, Executive Vice President and Chief Financial Officer and Chief 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)

1816

Form 10-Q

For the quarterly period ended SeptemberMarch 3031, 20112012

For the transition period from to

Commission File number 000-28368

ATEL Cash Distribution Fund VI, L.P.

DOCUMENTS INCORPORATED BY REFERENCE

ATEL CASH DISTRIBUTION FUND VI, L.P. Index

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

ATEL CASH DISTRIBUTION FUND VI, L.P. BALANCE SHEETS MARCH 31, 2012 AND DECEMBER 31, 2011 (In Thousands) (Unaudited)

TABLEATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CONTENTSINCOME FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (In Thousands Except Units and Per Unit Data) (Unaudited)

TABLEATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CONTENTSCHANGES IN PARTNERS’ CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2011 AND FOR THE THREE MONTHS ENDED MARCH 31, 2012 (In Thousands Except Units and Per Unit Data) (Unaudited)

TABLEATEL CASH DISTRIBUTION FUND VI, L.P. STATEMENTS OF CONTENTSCASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011 (In Thousands) (Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. Organization and partnership matters:

2. Summary of significant accounting policies:

Basis of presentation:

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

2. Summary of significant accounting policies: - (continued)

Use of estimates:

Segment reporting:

Per Unit data:

Recent3. accountingInvestment pronouncementsin equipment and leases, net:

3.Impairment Provisionof investments in leases and assets held for creditsale lossesor lease:

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

3. ProvisionInvestment forin creditequipment lossesand leases, net: - (continued)

AsNet of September 30, 2011, the Partnership had no investment in financingoperating receivables. Such net investment in financing receivables was nominal at December 31, 2010. leases:

All4. ofRelated theparty equipment on leases was acquired in the years 1995 through 1997. transactions:

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

4. InvestmentRelated inparty equipment and leases, nettransactions: - (continued)

Net5. investment in direct financing leasesGuarantees:

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 Partnership6. Partners’ capital:

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

56. RelatedPartners’ party transactionscapital: - (continued)

Cash from Operations

ATEL CASH DISTRIBUTION FUND VI, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited)

7. Partners’ capital: - (continued)

Cash from Operations

Cash from Sales and Refinancing

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

Overview

Results of Operations

The three months ended SeptemberMarch 3031, 20112012 versus the three months ended SeptemberMarch 3031, 20102011

Revenues

13Expenses

The nine months ended September 30, 2011 versus the nine months ended September 30, 2010

Revenues

Expenses

Capital Resources and Liquidity

Cash Flows

The three months ended SeptemberMarch 3031, 20112012 versus the three months ended SeptemberMarch 3031, 20102011

Commitments and Contingencies and Off-Balance Sheet Transactions

Commitments and Contingencies

Off-Balance Sheet Transactions

Recent Accounting Pronouncements

Critical Accounting Policies and Estimates

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Changes in internal control

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 3. Defaults Upon Senior Securities.

Item 4. [Removed and Reserved].

Item 5. Other Information.

Item 6. Exhibits.

SIGNATURES

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

ATEL CASH DISTRIBUTION FUND VI, L.P.

Index

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

ATEL CASH DISTRIBUTION FUND VI, L.P.

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

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

Filing Compare · ATEL CASH DISTRIBUTION FUND VI LP