UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 September 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 16 pages.
<PAGE>
POLARIS AIRCRAFT INCOME FUND I
FORM 10-Q - For the Quarterly Period Ended September 30, 1995
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - September 30, 1995 and
December 31, 1994................................................3
b) Statements of Operations - Three Months and
Nine Months Ended September 30, 1995 and 1994....................4
c) Statements of Changes in Partners' Capital
(Deficit) - Year Ended December 31, 1994
and Nine Months Ended September 30, 1995.........................5
d) Statements of Cash Flows - Nine Months
Ended September 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............................15
Signature................................................................16
2
<PAGE>
Part 1. Financial Information
Item 1. Financial Statements
POLARIS AIRCRAFT INCOME FUND I
BALANCE SHEETS
(Unaudited)
September 30, December 31,
1995 1994
---- ----
ASSETS:
CASH AND CASH EQUIVALENTS $ 10,015,912 $ 7,486,952
RENTS AND INTEREST RECEIVABLE 873,818 1,105,843
NOTE RECEIVABLE 369,712 486,000
AIRCRAFT at cost, net of accumulated
depreciation of $18,971,439 in 1995
and $24,013,057 in 1994 6,047,410 6,489,292
AIRCRAFT INVENTORY 121,168 919,004
------------ ------------
$ 17,428,020 $ 16,487,091
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
PAYABLE TO AFFILIATES $ 76,606 $ 102,288
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 536,360 45,957
SECURITY DEPOSITS 145,925 125,000
MAINTENANCE RESERVES 2,235,958 1,239,595
------------ ------------
Total Liabilities 2,994,849 1,512,840
------------ ------------
PARTNERS' CAPITAL (DEFICIT):
General Partner (584,218) (578,793)
Limited Partners, 168,729 units
issued and outstanding 15,017,389 15,553,044
------------ ------------
Total Partners' Capital 14,433,171 14,974,251
------------ ------------
$ 17,428,020 $ 16,487,091
============ ============
The accompanying notes are an integral part of these statements.
3
<PAGE>
<TABLE>
POLARIS AIRCRAFT INCOME FUND I
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Rent from operating leases $ 540,800 $ 442,567 $ 1,553,450 $ 1,279,147
Interest 157,648 122,408 417,992 304,502
Claims related to lessee defaults 400,000 -- 409,698 --
Other -- -- 102,297 --
----------- ----------- ----------- -----------
Total Revenues 1,098,448 564,975 2,483,437 1,583,649
----------- ----------- ----------- -----------
EXPENSES:
Depreciation 195,294 276,930 700,882 1,319,380
Management fees to general partner 27,039 22,128 77,672 59,726
Operating 500,314 10,181 534,409 92,275
Administration and other 36,740 31,114 118,003 99,312
----------- ----------- ----------- -----------
Total Expenses 759,387 340,353 1,430,966 1,570,693
----------- ----------- ----------- -----------
NET INCOME $ 339,061 $ 224,622 $ 1,052,471 $ 12,956
=========== =========== =========== ===========
NET INCOME ALLOCATED TO
THE GENERAL PARTNER $ 3,391 $ 2,246 $ 153,930 $ 135,099
=========== =========== =========== ===========
NET INCOME (LOSS) ALLOCATED
TO LIMITED PARTNERS $ 335,670 $ 222,376 $ 898,541 $ (122,143)
=========== =========== =========== ===========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 1.99 $ 1.32 $ 5.33 $ (0.72)
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements.
</TABLE>
4
<PAGE>
POLARIS AIRCRAFT INCOME FUND I
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Year Ended December 31, 1994 and
Nine Months Ended September 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 153,930 898,541 1,052,471
Cash distribution to partners (159,355) (1,434,196) (1,593,551)
------------ ------------ ------------
Balance, September 30, 1995 $ (584,218) $ 15,017,389 $ 14,433,171
============ ============ ============
The accompanying notes are an integral part of these statements.
5
<PAGE>
<TABLE>
POLARIS AIRCRAFT INCOME FUND I
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,052,471 $ 12,956
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 700,882 1,319,380
Changes in operating assets and liabilities:
Decrease (increase) in rent and interest receivable 232,025 (445,977)
Decrease in payable to affiliates (25,682) (39,833)
Increase in accounts payable and accrued liabilities 490,403 5,233
Increase in security deposits 20,925 --
Increase in maintenance reserves 996,363 471,421
------------ ------------
Net cash provided by operating activities 3,467,387 1,323,180
------------ ------------
INVESTING ACTIVITIES:
Proceeds from sale of aircraft 300,000 --
Increase in note receivable -- (410,670)
Principal payments on note receivable 116,288 263,652
Increase in aircraft capitalized costs (244,000) --
Net proceeds from sale of aircraft inventory 482,836 526,232
Inventory disassembly costs -- (18,120)
------------ ------------
Net cash provided by investing activities 655,124 361,094
------------ ------------
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 2,528,960 184,461
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 $ 10,015,912 $ 5,044,512
============ ============
The accompanying notes are an integral part of these statements.
</TABLE>
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
<PAGE>
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 September 30, 1995 and December 31, 1994 balance sheets,
were $563,578 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
September 30, 1995 and December 31, 1994 balance sheets, were $369,712 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 and has been extended through February 1998. 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.
The Partnership, Viscount and Nations Air have agreed to share in the cost of
certain heavy maintenance work performed on the aircraft sub-leased to Nations
Air. The agreement stipulates that the Partnership will loan Nations Air its
portion of the maintenance cost up to $265,000 to be repaid by Nations Air in
twelve monthly installments, with interest at a variable rate, beginning in
November 1995. The Partnership will also loan Viscount its portion of the
maintenance cost up to $155,000 to be repaid by Viscount in monthly installments
of $10,000, with interest at a variable rate, beginning in November 1995. The
Partnership's estimated share of the maintenance cost is approximately $903,000,
of which approximately $329,000 will be paid from maintenance reserves
previously paid to the Partnership by Viscount and Nations Air. The Partnership
has recognized $500,000 of this heavy maintenance work as operating expense in
the third quarter of 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 $383,000, of which $184,400 is included in rents receivable in the
September 30, 1995 balance sheet. The Partnership considers the past due amounts
included in rents receivable to be collectible and is considering an abatement
of certain maintenance reserve obligations. At the present time, the Partnership
is continuing its discussions with Viscount to restructure certain 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
failure by Viscount to perform its financial obligations with the Partnership
will have an adverse effect on the Partnership's financial position.
8
<PAGE>
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. No gain or loss was recorded on the sale as the sales
price of the airframe equaled its net book value.
4. Engine Leases 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.
One additional 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. The Partnership
leased this engine to Viscount for one year beginning in July 1995 at a rental
rate of $10,500 per month.
5. American Air Lease Settlement
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 recognized the full amount as revenue in
claims related to lessee defaults in the third quarter of 1995.
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
September 30, 1995 September 30, 1995
------------------ ------------------
Aircraft Management Fees $ 23,099 $ 45,329
Out-of-Pocket Administrative
Expense Reimbursement 45,522 31,277
Out-of-Pocket Operating and
Remarketing Expense
Reimbursement 255,680 --
-------- --------
$324,301 $ 76,606
======== ========
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. Three engines from these
aircraft are leased to Viscount, one of which is through a joint venture with
Polaris Aircraft Income Fund II. 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 - 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. The Partnership leased this engine to Viscount for one year beginning in
July 1995 at a rental rate of $10,500 per month.
Partnership Operations
The Partnership recorded net income of $339,061, or $1.99 per limited
partnership unit, for the three months ended September 30, 1995, compared to net
income of $224,622 or $1.32 per unit for the same period in 1994. The
Partnership recorded net income of $1,052,471, or $5.33 per limited partnership
unit, for the nine months ended September 30, 1995, compared to net income of
$12,956, or an allocated net loss of $0.72 per unit for the same period in 1994.
The improvement in the Partnership's operating results for the three and nine
months ended September 30, 1995, as compared to the same periods in 1994, is due
primarily to increased revenues combined with significantly lower depreciation
expense and partially offset by increased operating expense during 1995.
Total revenues for the three and nine months ended September 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 had more engines on lease during the
first three quarters of 1995 compared to the same periods of 1994, resulting in
higher rental revenues, net of related management fees. In addition, interest
revenue increased in the three and nine months ended September 30, 1995 as
compared to the same periods in 1994, primarily as a result of increased
interest earned on the Partnership's cash reserves during 1995, resulting from
higher cash reserve balances combined with higher interest rates.
Further impacting the increase in total revenues in the three and nine months
ended September 30, 1995 as compared to the same periods in 1994, during the
third quarter of 1995, the Partnership recognized as revenue $400,000 that it
10
<PAGE>
received from the insurers of American Air Lease for payment of insurance
proceeds. 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 nine months ended September 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 net realizable value of aircraft inventory.
The Partnership, Viscount and Nations Air have agreed to share in the cost of
certain heavy maintenance work performed on the Boeing 737-200 aircraft
subleased to Nations Air. The Partnership has recognized $500,000 of this heavy
maintenance work as operating expense in the third quarter of 1995.
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 and in Note 2 to the financial
statements, 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 $383,000, of which $184,400 is included in rents receivable in the
September 30, 1995 balance sheet. The Partnership considers the past due amounts
included in rents receivable to be collectible and is considering an abatement
of certain maintenance reserve obligations. At the present time, the Partnership
is continuing its discussions with Viscount to restructure certain 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
failure by Viscount to perform its financial obligations with the Partnership
will have an adverse effect on the Partnership's financial position.
11
<PAGE>
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 and
has been extended through February 1998. 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.
As discussed above, the Partnership, Viscount and Nations Air have agreed to
share in the cost of certain heavy maintenance work performed on the aircraft
sub-leased to Nations Air. The agreement stipulates that the Partnership will
loan Nations Air its portion of the maintenance cost up to $265,000 to be repaid
by Nations Air in twelve monthly installments, with interest at a variable rate,
beginning in November 1995. The Partnership will also loan Viscount its portion
of the maintenance cost up to $155,000 to be repaid by Viscount in monthly
installments of $10,000, with interest at a variable rate, beginning in November
1995. The Partnership's share of the maintenance cost is approximately $903,000,
of which approximately $329,000 will be paid from maintenance reserves
previously paid to the Partnership by Viscount and Nations Air.
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 $2,235,958 as of September 30, 1995.
Payments of $105,869 and $482,836 have been received during the three and nine
months ended September 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.
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 or third 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 loan payments from Nations Air, 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
Reports to the SEC on Form 10-Q for the period ended March 31, 1995 and the
period ended June 30, 1995, respectively, 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.
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.
Subsequent to this verdict, all of the remaining defendants (with the exception
of Prudential Securities, Inc. which had previously settled) entered into a
settlement with the plaintiffs.
Adams, et al. v. Prudential Securities, Inc., et al. - The Judicial Panel has
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.
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.
Bashein, et al. v. Kidder, Peabody & Company Inc., et al. - On October 2, 1995,
the Court denied the defendants' motion to dismiss.
B & L Industries, Inc., et al. v. Polaris Holding Company, et al. - On October
2, 1995, defendants moved to dismiss the complaint.
Scott v. Prudential Securities, Inc. et al. - On or around August 15, 1995, a
complaint entitled Mary C. Scott v. Prudential Securities Inc. et al. was filed
in the Court of Common Pleas, County of Summit, Ohio. The complaint names as
defendants Prudential Securities Inc., Polaris Aircraft Income Fund II, Polaris
Aircraft Income Fund III, Polaris Aircraft Income Fund IV, Polaris Aircraft
Income Fund VI, P-Bache/A.G. Spanos Genesis Income Partners LP 1,
Prudential-Bache Properties, Inc., A.G. Spanos Residential Partners - 86,
Polaris Securities Corporation and Robert Bryan Fitzpatrick. Plaintiff alleges
claims of fraud and violation of Ohio securities law arising out of the public
offerings of Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund III,
Polaris Aircraft Income Fund IV, Polaris Aircraft Income Fund VI, and
P-Bache/A.G. Spanos Genesis Income Partners LP 1. Plaintiff seeks compensatory
damages, general, consequential and incidental damages, punitive damages,
13
<PAGE>
rescission, costs, attorneys' fees and other and further relief as the Court
deems just and proper. The Partnership is not named as a defendant in this
action. On September 15, 1995, defendants removed this action to the United
States District Court, Eastern District of Ohio. On September 18, 1995,
defendants sought the transfer of this action to the Multi-District Litigation
and sought a stay of all proceedings by the district court, which stay was
granted on September 25, 1995. The Judicial Panel conditionally transferred this
action to the Multi- District Litigation on October 13, 1995.
Harrison v. General Electric Company, et al. - On or around September 27, 1995,
a complaint entitled Martha J. Harrison v. General Electric Company, et al., was
filed in the Civil District Court for the Parish of Orleans, State of Louisiana.
The complaint names as defendants General Electric Company and Prudential
Securities Incorporated. Plaintiff alleges claims of tort, breach of fiduciary
duty in tort, contract and quasi-contract, violation of sections of the
Louisiana Blue Sky Law and violation of the Louisiana Civil Code concerning the
inducement and solicitation of purchases arising out of the public offering of
Polaris Aircraft Income Fund IV. Plaintiff seeks compensatory damages,
attorney's fees, interest, costs and general relief. The Partnership is not
named as a defendant in this action.
In re: Prudential Securities Limited Partnerships (Multi-District Litigation) -
Prudential Securities, Inc. on behalf of itself and its affiliates has made an
Offer of Settlement. A class has been certified for purposes of the Prudential
Settlement and notice to the class has been sent. Any questions concerning
Prudential's Offer of Settlement should be directed to 1-800- 327-3664, or write
to the Claims Administrator at:
Prudential Securities Limited Partnerships
Litigation Claims Administrator
P.O. Box 9388
Garden City, New York 11530-9388
14
<PAGE>
Item 5. Other Information
Directors and Officers
James F. Walsh resigned as Chief Financial Officer of Polaris Investment
Management Corporation (PIMC) effective October 9, 1995. Marc A. Meiches, 42,
has assumed the position of Chief Financial Officer of PIMC effective October 9,
1995. Mr. Meiches presently holds the position of Executive Vice President and
Chief Financial Officer of General Electric Capital Aviation Services, Inc.
(GECAS). Prior to joining GECAS, Mr. Meiches has been with General Electric
Company (GE) and its subsidiaries since 1978. Since 1992, Mr. Meiches held the
position of Vice President of the General Electric Capital Corporation Audit
Staff. Between 1987 and 1992, Mr. Meiches held Manager of Finance positions for
GE Re-entry Systems, GE Government Communications Systems and the GE Astro-Space
Division.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
27. Financial Data Schedule (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.
15
<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
November 9, 1995 By: /S/Marc A. Meiches
- --------------------------------- ------------------
Marc A. Meiches
Chief Financial Officer
principal financial officer and
principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)
16
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