UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM 10-Q
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_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
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Commission File No. 2-91762
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POLARIS AIRCRAFT INCOME FUND I
State of Organization: California
IRS Employer Identification No. 94-2938977
201 Mission Street, 27th Floor, San Francisco, California 94105
Telephone - (415) 284-7400
Indicate by 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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- ----
This document consists of 17 pages.
<PAGE>
POLARIS AIRCRAFT INCOME FUND I
FORM 10-Q - For the Quarterly Period Ended June 30, 1995
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - June 30, 1995 and
December 31, 1994...............................3
b) Statements of Operations - Three Months and
Six Months Ended June 30, 1995 and 1994.........4
c) Statements of Changes in Partners' Capital
(Deficit) - Year Ended December 31, 1994
and Six Months Ended June 30, 1995..............5
d) Statements of Cash Flows - Six Months
Ended June 30, 1995 and 1994....................6
e) Notes to Financial Statements....... ...........7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......10
Part II. Other Information
Item 1. Legal Proceedings..................................13
Item 5. Other Information..................................15
Item 6. Exhibits and Reports on Form 8-K...................16
Signature.......................................................17
2
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
POLARIS AIRCRAFT INCOME FUND I
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1995 1994
---- ----
ASSETS:
CASH AND CASH EQUIVALENTS $ 8,590,342 $ 7,486,952
RENTS AND INTEREST RECEIVABLE 927,316 1,105,843
NOTE RECEIVABLE 414,366 486,000
AIRCRAFT at cost, net of accumulated depreciation
of $18,776,145 in 1995 and $24,013,057 in 1994 6,242,704 6,489,292
AIRCRAFT INVENTORY 227,038 919,004
------------ ------------
$ 16,401,766 $ 16,487,091
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
PAYABLE TO AFFILIATES $ 329,179 $ 102,288
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 43,994 45,957
SECURITY DEPOSITS 145,925 125,000
MAINTENANCE RESERVES 1,788,558 1,239,595
------------ ------------
Total Liabilities 2,307,656 1,512,840
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner (587,609) (578,793)
Limited Partners, 168,729 units
issued and outstanding 14,681,719 15,553,044
------------ ------------
Total Partners' Capital 14,094,110 14,974,251
------------ ------------
$ 16,401,766 $ 16,487,091
============ ============
The accompanying notes are an integral part of these statements.
3
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<TABLE>
POLARIS AIRCRAFT INCOME FUND I
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Rent from operating leases $ 503,400 $ 411,400 $ 1,012,650 $ 836,580
Interest 141,046 97,294 260,344 182,094
Claims related to lessee defaults -- -- 9,698 --
Other -- -- 102,297 --
----------- ----------- ----------- -----------
Total Revenues 644,446 508,694 1,384,989 1,018,674
----------- ----------- ----------- -----------
EXPENSES:
Depreciation 195,294 521,225 505,588 1,042,450
Management fees to general partner 25,171 20,570 50,633 37,598
Operating 20,400 60,268 34,095 82,094
Administration and other 42,982 20,644 81,263 68,198
----------- ----------- ----------- -----------
Total Expenses 283,847 622,707 671,579 1,230,340
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 360,599 $ (114,013) $ 713,410 $ (211,666)
=========== =========== =========== ===========
NET INCOME (LOSS) ALLOCATED
TO THE GENERAL PARTNER $ 3,606 $ (1,140) $ 150,539 $ 132,853
=========== =========== =========== ===========
NET INCOME (LOSS) ALLOCATED
TO LIMITED PARTNERS $ 356,993 $ (112,873) $ 562,871 $ (344,519)
=========== =========== =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 2.12 $ (0.67) $ 3.34 $ (2.04)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
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POLARIS AIRCRAFT INCOME FUND I
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Year Ended December 31, 1994 and
Six Months Ended June 30, 1995
General Limited
Partner Partners Total
Balance, December 31, 1993 $ (572,081) $ 16,216,185 $ 15,644,104
Net income 143,269 686,691 829,960
Cash distributions to partners (149,981) (1,349,832) (1,499,813)
------------ ------------ ------------
Balance, December 31, 1994 (578,793) 15,553,044 14,974,251
Net income 150,539 562,871 713,410
Cash distribution to partners (159,355) (1,434,196) (1,593,551)
------------ ------------ ------------
Balance, June 30, 1995 $ (587,609) $ 14,681,719 $ 14,094,110
============ ============ ============
The accompanying notes are an integral part of these statements.
5
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POLARIS AIRCRAFT INCOME FUND I
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30,
1995 1994
---- ----
OPERATING ACTIVITIES:
Net income (loss) $ 713,410 $ (211,666)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 505,588 1,042,450
Changes in operating assets and liabilities:
Decrease (increase) in rent and interest
receivable 178,527 (212,746)
Increase (decrease) in payable to affiliates 226,891 (45,079)
Decrease in accounts payable and accrued
liabilities (1,963) (10,125)
Increase in security deposits 20,925 30,000
Increase in maintenance reserves 548,963 466,182
----------- -----------
Net cash provided by operating activities 2,192,341 1,059,016
----------- -----------
INVESTING ACTIVITIES:
Proceeds from sale of aircraft 300,000 --
Principal payments on note receivable 71,634 169,104
Increase in aircraft capitalized costs (244,000) --
Net proceeds from sale of aircraft inventory 376,966 344,900
Inventory disassembly costs -- (18,120)
----------- -----------
Net cash provided by investing activities 504,600 495,884
----------- -----------
FINANCING ACTIVITIES:
Cash distribution to partners (1,593,551) (1,499,813)
----------- -----------
Net cash used in financing activities (1,593,551) (1,499,813)
----------- -----------
CHANGES IN CASH AND CASH
EQUIVALENTS AND SHORT-TERM
INVESTMENTS 1,103,390 55,087
CASH AND CASH EQUIVALENTS AND
SHORT-TERM INVESTMENTS AT
BEGINNING OF PERIOD 7,486,952 4,860,051
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 8,590,342 $ 4,915,138
=========== ===========
The accompanying notes are an integral part of these statements.
6
<PAGE>
POLARIS AIRCRAFT INCOME FUND I
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Principles and Policies
In the opinion of management, the financial statements presented herein include
all adjustments, consisting only of normal recurring items, necessary to
summarize fairly Polaris Aircraft Income Fund I's (the Partnership's) financial
position and results of operations. The financial statements have been prepared
in accordance with the instructions of the Quarterly Report to the Securities
and Exchange Commission (SEC) Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto for the years ended December 31, 1994, 1993, and
1992 included in the Partnership's 1994 Annual Report to the SEC on Form 10-K
(Form 10-K).
Aircraft and Depreciation - The aircraft are recorded at cost, which includes
acquisition costs. Depreciation to an estimated residual value is computed using
the straight-line method over the estimated economic life of the aircraft which
was originally estimated to be 12 years. Depreciation in the year of acquisition
was calculated based upon the number of days that the aircraft were in service.
The Partnership periodically reviews the estimated realizability of the residual
values at the end of each aircraft's economic life based on estimated residual
values obtained from an independent party which provides current and future
estimated aircraft values by aircraft type. For any downward adjustment in
estimated residual, or decrease in the projected remaining economic life, the
depreciation expense over the projected remaining life of the aircraft is
increased. If the projected net income generated from the lease (projected
rental revenue, net of management fees, less adjusted depreciation and an
allocation of estimated administrative expense) results in a net loss, that loss
will be recognized currently. Off-lease aircraft are carried at the lower of
depreciated cost or estimated net realizable value. A further adjustment is made
for those aircraft, if any, that require substantial maintenance work.
Capitalized Costs - Aircraft modification and maintenance costs which are
determined to increase the value or extend the useful life of the aircraft are
capitalized and amortized using the straight-line method over the estimated
useful life of the improvement. These costs are also subject to periodic
evaluation as discussed above.
Financial Accounting Pronouncements - The Partnership adopted Statement of
Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for
Impairment of a Loan," and the related SFAS No. 118 as of January 1, 1995. SFAS
No. 114 and SFAS No. 118 require that certain impaired loans be measured based
on the present value of expected cash flows discounted at the loan's effective
interest rate; or, alternatively, at the loan's observable market price or the
fair value of the collateral if the loan is collateral dependent. The
Partnership had previously measured the allowance for credit losses using
methods similar to that prescribed in SFAS No. 114. Currently, no loans are
classified as impaired. As a result, no additional provision was required by the
adoption of this pronouncement.
7
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2. Viscount Air Services, Inc. (Viscount) Restructuring
As discussed in the Form 10-K, the Partnership has entered into an agreement
with Viscount to defer certain rents due the Partnership which aggregate
$753,200; to extend a line of credit to Viscount for a total of $486,000 to be
used primarily for maintenance expenses relating to the Partnership's aircraft;
and which gives the Partnership the option to acquire approximately 2.3% of the
issued and outstanding shares of Viscount stock as of July 26, 1994 for an
option price of approximately $349,000.
The deferred rents are being repaid by Viscount with interest at a rate of 6%
per annum over the remaining terms of the leases. The deferred rents were
recognized as revenue in the period earned. Payments on the deferred rents are
current, and at present, the Partnership considers these deferred rents to be
collectible. The unpaid balances of the deferred rents, which are reflected as
rents receivable in the June 30, 1995 and December 31, 1994 balance sheets, were
$616,042 and $632,355, respectively. The line of credit, which was advanced to
Viscount in full during 1994, is being repaid by Viscount over a 30-month
period, beginning in January 1995, with interest at a rate of 11.53% per annum.
The line of credit balances, which are reflected in note receivable in the June
30, 1995 and December 31, 1994 balance sheets, were $414,366 and $486,000,
respectively.
Viscount has entered into a sub-lease agreement with Nations Air Express, Inc.
(Nations Air) for one of the Boeing 737-200 aircraft that Viscount currently
leases from the Partnership. The sub-lease agreement is for a term of one year
through March 1996. Rent and maintenance reserve payments due to Viscount from
Nations Air are paid directly to the Partnership and are applied against
payments due from Viscount.
Viscount is presently past due on certain rent and maintenance reserve payments
due the Partnership in April and May 1995. The past due payments aggregate
approximately $329,000, of which $184,400 is included in rents receivable in the
June 30, 1995 balance sheet. The Partnership considers these past due payments
to be collectible. At the present time, the Partnership is considering a
restructuring of Viscount's financial obligations to the Partnership, which
would require Viscount to remain current on its existing monthly obligations and
permit a deferral of the past-due portion of the April and May 1995 obligations.
In the interim, beginning in June 1995, Viscount has undertaken to pay in full,
by the end of each month, the current month's obligations by making partial
periodic payments during that month. Viscount is presently current on these
periodic payments. Any agreement for a further deferral, as well as any failure
by Viscount to perform its financial obligations with the Partnership, will have
an adverse effect on the Partnership's financial position.
3. Sale of Boeing 737-200 Aircraft
In April 1995, the Partnership sold the airframe of the off-lease Boeing 737-200
aircraft, formerly leased to Cambodia International Airlines Company, Ltd., to
Pinnacle Aircraft Leasing, Inc. (Pinnacle) for $300,000. As discussed in the
Form 10-K, the two engines from this aircraft are currently on lease through May
1997 to Canair Cargo, Ltd. The Partnership received a $50,000 security deposit
from Pinnacle in March 1995. Pinnacle paid the balance of the sales price upon
delivery of the airframe in April 1995. No gain or loss was recorded on the sale
as the sale price of the aircraft equalled its net book value.
8
<PAGE>
4. Engine Lease to Viscount
As discussed in the Form 10-K, the Partnership leased one engine to Viscount
from December 1994 through May 1995 at a rental rate of $7,500 per month. The
Partnership has re-leased this engine to Viscount for one year beginning in June
1995 at the same rental rate.
5. Engine Refurbishment
One engine was transferred from aircraft inventory to aircraft at an estimated
value of $200,000 during the second quarter of 1995. The Partnership incurred
certain maintenance and refurbishment costs on this engine aggregating $244,000,
which were capitalized in the second quarter of 1995 and will be depreciated
over the estimated useful life of the engine. The Partnership is currently
marketing this engine for lease or sale.
6. Related Parties
Under the Limited Partnership Agreement, the Partnership paid or agreed to pay
the following amounts for the current quarter to the general partner, Polaris
Investment Management Corporation, in connection with services rendered or
payments made on behalf of the Partnership:
Payments for
Three Months Ended Payable at
June 30, 1995 June 30, 1995
------------- -------------
Aircraft Management Fees $ 23,523 $ 41,388
Out-of-Pocket Administrative Expense
Reimbursement 28,752 40,700
Out-of-Pocket Maintenance and
Remarketing Expense Reimbursement 13,767 247,091
-------- --------
$ 66,042 $329,179
======== ========
7. Subsequent Event
American Air Lease Settlement - As discussed in Part II, Item 1 "Legal
Proceedings," the Partnership settled its claim against the insurers of American
Air Lease for payment of insurance proceeds for the amount of $400,000. The
Partnership received the $400,000 in July 1995 and will recognize the full
amount as revenue in the third quarter 1995.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Polaris Aircraft Income Fund I (the Partnership) owns a portfolio of three used
Boeing 737-200 commercial jet aircraft, six spare engines and certain
inventoried aircraft parts out of its original portfolio of eleven aircraft. The
three aircraft are leased to Viscount Air Services, Inc. (Viscount). Viscount
has sub-leased one of these aircraft to Nations Air Express, Inc. (Nations Air)
for one year through March 1996. The lease of one aircraft to Cambodia
International Airlines Company, Ltd. was terminated early by the lessee in
September 1993 and the aircraft was returned to the Partnership. The airframe
from this aircraft was sold in April 1995 to Pinnacle Aircraft Leasing, Inc. The
Partnership leased the two engines from this aircraft and one additional engine
to Canair Cargo Ltd. (Canair). In addition, the Partnership transferred four
aircraft to aircraft inventory during 1992 and 1993. These aircraft have been
disassembled for sale of their component parts. Two engines from these aircraft
are leased to Viscount, one of which is through a joint venture with Polaris
Aircraft Income Fund II and one engine is being remarketed for lease or sale as
discussed below. The Partnership has sold four aircraft from its original
aircraft portfolio: a Boeing 737-200 aircraft in April 1995 as previously
discussed, a Boeing 737-200 Convertible Freighter in 1990, a McDonnell Douglas
DC-9-10 in 1992, and a Boeing 737-200 in 1993.
Remarketing Update
Engine Lease to Viscount - As discussed in the Partnership's 1994 Annual Report
to the Securities and Exchange Commission on Form 10-K (Form 10-K), the
Partnership leased one engine to Viscount from December 1994 through May 1995 at
a rental rate of $7,500 per month. The Partnership has re-leased this engine to
Viscount for one year beginning in June 1995 at the same rental rate.
Engine Refurbishment - One engine was transferred from aircraft inventory to
aircraft at an estimated value of $200,000 during the second quarter of 1995.
The Partnership incurred certain maintenance and refurbishment costs on this
engine aggregating $244,000, which were capitalized in the second quarter of
1995 and will be depreciated over the estimated useful life of the engine. The
Partnership is currently marketing this engine for lease or sale.
Partnership Operations
The Partnership recorded net income of $360,599, or $2.12 per limited
partnership unit, for the three months ended June 30, 1995, compared to a net
loss of $114,013 or $0.67 per unit for the same period in 1994. The Partnership
recorded net income of $713,410, or $3.34 per limited partnership unit, for the
six months ended June 30, 1995, compared to a net loss of $211,666 or $2.04 per
unit for the same period in 1994. The significant improvement in the
Partnership's operating results for the three and six months ended June 30,
1995, as compared to the same periods in 1994, is due primarily to increased
revenues combined with significantly lower depreciation expense during 1995.
Total revenues for the three and six months ended June 30, 1995 were higher than
in the comparable periods of 1994 as a result of an increase in rental revenues,
net of related management fees, combined with an increase in interest and other
revenue. The Partnership recorded rental revenue on three engines leased to
Canair and two engines leased to Viscount during the first six months of 1995.
Rental revenue was earned on only two of these five engines during the same
period in 1994. Interest revenue increased in the three and six months ended
June 30, 1995 as compared to the same periods in 1994, primarily as a result of
10
<PAGE>
increased interest earned on the Partnership's cash reserves during 1995,
resulting from higher cash reserve balances combined with higher interest rates.
During the first quarter of 1995, the Partnership recognized as revenue, in
claims related to lessee defaults, a payment of $9,698 on the Markair debentures
as discussed in the Form 10-K. During the first quarter of 1995, the Partnership
also recognized as other revenue certain maintenance reserves totaling $102,297
that it previously held under a lease with Viscount.
Depreciation expense for the three and six months ended June 30, 1995 declined
as compared to the same periods in 1994 as a result of two Boeing 737-200s which
were fully depreciated to their estimated residual values in June 1994 and
November 1994, respectively. Partially offsetting the decrease in depreciation
expense in 1995 as compared to 1994 was an adjustment to increase depreciation
expense by $115,000 in the first quarter of 1995 to reflect the current
estimated realizable value of aircraft inventory.
As discussed below and in Note 2 to the financial statements, as a result of the
uncertainty over Viscount's future performance, the Partnership has begun a
market evaluation for the three aircraft currently on lease to Viscount. Should
the Partnership determine that it is in its best interest to repossess these
aircraft and prepare them for lease to another operator, the negative effects on
the Partnership's operating results and liquidity could be significant.
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. This Statement will be adopted by the Partnership as of January 1,
1996 and will be applied prospectively. Management is gathering information and
evaluating the requirements of this Statement, but has not determined the impact
of its application on the Partnership's financial position or results of
operations.
Liquidity and Cash Distributions
Liquidity - As discussed in the Form 10-K, the Partnership entered into an
agreement with Viscount in July 1994 under which it agreed to defer certain
rents due the Partnership on three aircraft and one spare engine. These deferred
rents, which aggregate $753,200, are being repaid by Viscount with interest over
the remaining lease terms. The deferred rents were recognized as revenue in the
period earned. Payments on the deferred rents are current, and at present, the
Partnership considers these deferred rents to be collectible. The agreement with
Viscount also stipulates that the Partnership advance Viscount up to $486,000,
primarily for maintenance expenses incurred by Viscount relating to the
Partnership's aircraft. In accordance with the agreement, the Partnership
advanced Viscount $486,000 during 1994 which is being repaid by Viscount with
interest over a 30-month period beginning in January 1995.
Viscount is presently past due on certain rent and maintenance reserve payments
due the Partnership in April and May 1995. The past due payments aggregate
approximately $329,000, of which $184,400 is included in rents receivable in the
June 30, 1995 balance sheet. The Partnership considers these past due amounts to
be collectible. The Partnership is considering a restructuring of Viscount's
financial obligations to the Partnership, which would require Viscount to remain
current on its existing monthly obligations and permit a deferral of the
past-due portion of the April and May 1995 obligations. In the interim,
beginning in June 1995, Viscount has undertaken to pay in full, by the end of
each month, the current month's obligations by making partial periodic payments
during that month. Viscount is presently current on these periodic payments. Any
agreement for a further deferral as well as any failure by Viscount to perform
its financial obligations with the Partnership will have an adverse effect on
11
<PAGE>
the Partnership's financial position. Viscount has entered into a sub-lease
agreement with Nations Air for one of the Boeing 737-200 aircraft that Viscount
currently leases from the Partnership. The sub-lease agreement is for a term of
one year commencing in March 1995. Rent and maintenance reserve payments due to
Viscount from Nations Air are paid directly to the Partnership and are applied
against payments due from Viscount.
During the first quarter of 1995, the Partnership received $50,000 as a security
deposit for the sale of the Boeing 737-200 airframe to Pinnacle as discussed in
Note 3 to the financial statements. In April 1995, the Partnership received
$250,000 from Pinnacle for the balance of the sales price.
As discussed above, one engine was transferred from aircraft inventory to
aircraft at an estimated value of $200,000 during the second quarter of 1995.
The Partnership incurred certain maintenance and refurbishment costs on this
engine aggregating $244,000, which were capitalized in the second quarter of
1995 and will be depreciated over the estimated useful life of the engine. The
Partnership is currently marketing this engine for lease or sale.
The Partnership receives maintenance reserve payments from its lessees that may
be reimbursed to the lessee or applied against certain costs incurred by the
Partnership for maintenance work performed on the Partnership's aircraft or
engines, as specified in the leases. Maintenance reserve balances remaining at
the termination of the lease, if any, may be used by the Partnership to offset
future maintenance expenses or recognized as revenue. The net maintenance
reserve balances aggregate $1,788,558 as of June 30, 1995.
Payments of $266,962 and $376,966 have been received during the three and six
months ended June 30, 1995, respectively, from the sale of parts from the four
disassembled aircraft and have been applied against aircraft inventory. The
Partnership's cash reserves, combined with rental revenue generated by the
Partnership's aircraft and engine leases, payments generated from the sale of
parts from the disassembled aircraft and interest revenue, is expected to be
sufficient to cover the Partnership's normal operating and administrative
expenses for the remainder of 1995.
As discussed in Part II, Item 1 "Legal Proceedings," the Partnership settled its
claim against the insurers of American Air Lease for payment of insurance
proceeds for the amount of $400,000. The Partnership received the $400,000 in
July 1995 and will recognize the full amount as revenue in the third quarter of
1995.
Cash Distributions - Cash distributions to limited partners were $1,434,196, or
$8.50 per limited partnership unit and $1,349,832, or $8.00 per unit for the
first quarters of 1995 and 1994, respectively. A distribution was not paid
during the second quarters of 1995 and 1994. The Partnership's net cash
generated by operations is being reserved to cover the potential costs of
remarketing the aircraft and engines on lease to Viscount, should the
Partnership determine that it is in its best interests to do so. The timing and
amount of future cash distributions to partners are not yet known and will
depend upon Viscount's performance and financial viability including the
Partnership's receipt of rental payments, deferred rental payments and financing
payments from Viscount, the receipt of the rental payments from Canair, the
receipt of payments generated from the aircraft disassembly process, potential
aircraft remarketing costs and the Partnership's future cash requirements.
12
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
As discussed in Item 3 of Part I of Polaris Aircraft Income Fund I's (the
Partnership) 1994 Annual Report to the Securities and Exchange Commission (SEC)
on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly
Report to the SEC on Form 10-Q for the period ended March 31, 1995, there are a
number of pending legal actions or proceedings involving the Partnership. Except
as described below, there have been no material developments with respect to any
such actions or proceedings during the period covered by this report.
American Air Lease Settlement - The Partnership has settled its claim against
the insurers of American Air Lease for payment of insurance proceeds for the
amount of $400,000, and received payment of such amount from the insurers in
July 1995.
Markair, Inc. (Markair) Bankruptcy - As previously reported, the Partnership's
unsecured claim against Markair for $445,000 was converted to subordinated
debentures during 1994. Markair has defaulted on its payment obligations on such
debentures, and the trustee, Key Bank of Washington, is taking steps to protect
the interests of the debenture holders, including the Partnership.
Reuben Riskind, et al. v. Prudential Securities, Inc., et al. - Prudential
Securities, Inc. has reached a settlement with the plaintiffs. The trial of the
claims of one plaintiff, Robert W. Wilson, against Polaris aircraft Income Funds
I - VI, their general partner Polaris Investment Management Corporation and
various affiliates of Polaris Investment Management Corporation, including
General Electric Capital Corporation, was commenced on July 10, 1995. On July
26, 1995, the jury returned a verdict in favor of the defendants on all counts.
Adams, et al. v. Prudential Securities, Inc., et al. - The Judicial Panel
conditionally transferred the action to the Multi-District Litigation filed in
the United States District Court for the Southern District of New York, which is
described in Item 10 of Part III of the Partnership's 1994 Form 10-K. Defendants
time to answer or otherwise respond to the complaint has been extended by the
court until 20 days after the Judicial Panel determines whether to transfer the
case to the Multi-District Litigation.
Other Proceedings - Item 10 in Part III of the Partnership's 1994 Form 10-K
discusses certain actions which have been filed against Polaris Investment
Management Corporation and others in connection with the sale of interests in
the Partnership and the management of the Partnership. With the exception of
Novak, et al v. Polaris Holding Company, et al, where the Partnership is named
as a defendant, the Partnership is not a party to these actions. In Novak, a
derivative action, the Partnership is named as a defendant for procedural
purposes, but the plaintiffs in such lawsuit do not seek an award from the
Partnership. Except as described below, there have been no material developments
with respect to any of the actions described therein during the period covered
by this report.
Moross, et al. v. Polaris Holding Company, et al. - On April 11, 1995, the
action was transferred to the Multi-District Litigation described in Item 10 of
Part III of the Partnership's 1994 Form 10-K. On April 20, 1995, the parties
stipulated that defendants need not answer or otherwise respond to the complaint
at this time.
Kahn v. Polaris Holding Company, et al. - On April 18, 1995, the action was
discontinued without prejudice.
13
<PAGE>
Novak, et al. v. Polaris Holding Company, et al. - On July 7, 1995, defendants
filed briefs in support of their appeal from that portion of the trial court's
order denying the motion to dismiss.
Cohen, et al. v. J.B. Hanauer & Company, et al. - On June 7, 1995, plaintiffs
filed an amended complaint which did not include as defendants General Electric
Capital Corporation, General Electric Financial Services, Inc., and General
Electric Company, thus effectively dismissing without prejudice the case against
these entities.
Bashein, et al. v. Kidder, Peabody & Company Inc., et al. - As previously
disclosed in the Partnership's 1994 Form 10-K and first quarter 1995 Form 10-Q,
a purported class action entitled Cohen, et al. v. Kidder Peabody & Company
Inc., et al. was filed in the Circuit Court of the Fifteenth Judicial Circuit In
And For Palm Beach County, Florida on January 12, 1995, and on March 31, 1995,
the case was removed to the United States District Court for the Southern
District of Florida. An amended class action complaint (the "amended
complaint"), which re-named this action as Bashein, et al. v. Kidder, Peabody &
Company Inc., et al., was filed on June 12, 1995. The amended complaint names
Kidder, Peabody & Company Inc., General Electric Capital Corporation, General
Electric Financial Services, Inc., and General Electric Company. The amended
complaint sets forth various causes of action purportedly arising in connection
with the public offerings of Polaris Aircraft Income Fund III, Polaris Aircraft
Income Fund IV, Polaris Aircraft Income Fund V, and Polaris Aircraft Income Fund
VI. Specifically, plaintiffs assert claims for violation of Sections 12(2) and
15 of the Securities Act of 1933, fraud, negligent misrepresentation, breach of
fiduciary duty, breach of third party beneficiary contract, violation of NASD
Rules of Fair Practice, breach of implied covenant, and breach of contract.
Plaintiffs seek compensatory damages, interest, punitive damages, costs and
attorneys' fees, as well as any other relief the court deems just and proper.
Defendants moved to dismiss the amended complaint on June 26, 1995. The
Partnership is not named as a defendant in this action.
B & L Industries, Inc., et al. v. Polaris Holding Company, et al. - On or around
April 13, 1995, a class action complaint entitled B & L Industries, Inc., et al.
v. Polaris Holding Company, et al. was filed in the Supreme Court of the State
of New York. The complaint names as defendants Polaris Holding Company, Polaris
Aircraft Leasing Corporation, Polaris Investment Management Corporation, Polaris
Securities Corporation, Peter G. Pfendler, Marc P. Desautels, General Electric
Capital Corporation, General Electric Financial Services, Inc., General Electric
Company, Prudential Securities Inc., and Kidder Peabody & Company Incorporated.
The complaint sets forth various causes of action purportedly arising out of the
public offerings of Polaris Aircraft Income Fund III and Polaris Aircraft Income
Fund IV. Plaintiffs allege claims of fraud, negligent misrepresentation, breach
of fiduciary duty, knowingly inducing or participating in breach of fiduciary
duty, breach of third party beneficiary contract, violation of NASD Rules of
Fair Practice, breach of implied covenant, and unjust enrichment. Plaintiffs
seek compensatory damages, interest, general, consequential and incidental
damages, exemplary and punitive damages, disgorgement, rescission, costs,
attorneys' fees, accountants' and experts' fees, and other legal and equitable
relief as the court deems just and proper. The Partnership is not named as a
defendant in this action.
14
<PAGE>
Item 5. Other Information
Directors and Officers
James W. Linnan, 53, has assumed the position of Director and President of PIMC
effective March 31, 1995. Mr. Linnan has served PIMC in various capacities since
April 1979, most recently as Vice President.
Effective July 31, 1995, Eric Dull resigned as Director of PIMC.
Richard L. Blume, 53, has assumed the position of Secretary of PIMC effective
May 1, 1995. Mr. Blume presently holds the position of Executive Vice President
and General Counsel of GE Capital Aviation Services, Inc. (GECAS). Prior to
joining GECAS, Mr. Blume was counsel at GE Aircraft Engines since 1987.
Norman Liu, 37, has assumed the position of Vice President of PIMC effective May
1, 1995 and has assumed the position of Director of PIMC effective July 31,
1995. Mr. Liu presently holds the position of Executive Vice President, Capital
Funding and Portfolio Management of GECAS. Prior to joining GECAS, Mr. Liu was
with General Electric Capital Corporation for nine years. He has held management
positions in corporate Business Development and in Syndications and Leasing for
Transportation and Industrial Funding Corporation (TIFC). Mr. Liu was also at
Kidder, Peabody as a managing director.
Edward Sun, 45, has assumed the position of Vice President of PIMC effective May
1, 1995. Mr. Sun presently holds the position of Senior Managing Director,
Structured Finance of GECAS. Prior to joining GECAS, Mr. Sun held various
positions with TIFC since 1990.
Selected Financial Data
For the years ended December 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
Cash Distributions per Limited
Partnership Unit $ 8.00 $ 8.30 - $ 5.00 $ 5.00
Amount of Cash Distributions
Included Above Representing
a Return of Capital on a Generally
Accepted Accounting Principle
Basis per Limited Partnership Unit * $ 8.00 $ 8.30 - $ 5.00 $ 5.00
* The portion of such distributions which represents a return of capital on an
economic basis will depend in part on the residual sale value of the
Partnership's aircraft and thus will not be ultimately determinable until the
Partnership disposes of its aircraft. However, such portion may be significant
and may equal, exceed or be smaller than the amount shown in the above table.
15
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
27. Financial Data Schedules (Filed electronically only)
b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter for
which this report is filed.
16
<PAGE>
SIGNATURE
Pursuant to the requirements of section 13 or 15(d) 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.
POLARIS AIRCRAFT INCOME FUND I
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner
August 9, 1995 By: /S/James F. Walsh
- -------------------------------- -----------------
James F. Walsh
Chief Financial Officer
(principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)
17
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 8590342
<SECURITIES> 0
<RECEIVABLES> 1341682
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 25245887
<DEPRECIATION> 18776145
<TOTAL-ASSETS> 16401766
<CURRENT-LIABILITIES> 0
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<COMMON> 0
0
0
<OTHER-SE> 14094110
<TOTAL-LIABILITY-AND-EQUITY> 16401766
<SALES> 0
<TOTAL-REVENUES> 1384989
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 671579
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 713410
<INCOME-TAX> 0
<INCOME-CONTINUING> 713410
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 713410
<EPS-PRIMARY> 3.34
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