United States Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1996
or
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: 0-16836
JETSTREAM, L.P.
Exact Name of Registrant as Specified in its Charter
Delaware 84-1053359
State or Other Jurisdiction I.R.S. Employer
of Incorporation or Organization Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: Andre Anderson 10285
Address of Principal Executive Offices Zip Code
(212) 526-3237
Registrant's Telephone Number, Including Area Code
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 (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 ____
Balance Sheets At September 30, At December 31,
1996 1995
Assets
Aircraft, at cost: $25,987,000 $24,287,000
Less accumulated depreciation (12,437,756) (9,401,952)
13,549,244 14,885,048
Cash and cash equivalents 1,854,898 3,494,433
Restricted cash 321,797 321,797
Rent receivable (net of allowance
for doubtful accounts of $190,000
in 1996 and $70,000 in 1995) 118,596 58,758
Loan receivable 118,479 172,636
Interest receivable 389 605
Prepaid expenses --- 3,125
Total Assets $15,963,403 $18,936,402
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 365,524 $ 244,647
Distribution payable 1,119,243 1,058,778
Deferred revenue 90,000 90,000
Security deposit 50,000 50,000
Total Liabilities 1,624,767 1,443,425
Partners' Capital (Deficit):
General Partners (835,925) (803,082)
Limited Partners (4,895,005 units outstanding) 15,174,561 18,296,059
Total Partners' Capital 14,338,636 17,492,977
Total Liabilities and Partners' Capital $15,963,403 $18,936,402
Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1996
General Limited
Partners Partners Total
Balance at December 31, 1995 $(803,082) $18,296,059 $17,492,977
Net income 2,310 358,684 360,994
Cash distributions (35,153) (3,480,182) (3,515,335)
Balance at September 30, 1996 $(835,925) $15,174,561 $14,338,636
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Income
Rental, net of allowance
of $120,000 in 1996 $1,208,207 $1,075,869 $3,788,878 $3,535,869
Other --- --- 42,676 ---
Interest 34,917 61,934 122,836 160,013
Total Income 1,243,124 1,137,803 3,954,390 3,695,882
Expenses
Depreciation 1,023,743 1,175,244 3,035,804 3,743,857
Management fees 117,907 100,160 356,438 323,020
General and administrative 58,531 67,889 144,735 157,952
Operating 136,834 14,950 186,419 46,309
Total Expenses 1,337,015 1,358,243 3,723,396 4,271,138
Income (loss) from operations (93,891) (220,440) 230,994 (575,256)
Other Income
Gain on sale of
aircraft and engine 130,000 --- 130,000 446,375
Net Income (Loss) $ 36,109 $ (220,440) $ 360,994 $ (128,881)
Net Income (Loss) Allocated:
To the General Partners $ (939) $ (2,205) $ 2,310 $ (1,289)
To the Limited Partners 37,048 (218,235) 358,684 (127,592)
$ 36,109 $ (220,440) $ 360,994 $ (128,881)
Per limited partnership unit
(4,895,005 outstanding) $.01 $(.05) $.07 $(.03)
Statements of Cash Flows
For the nine months ended September 30, 1996 1995
Cash Flows From Operating Activities
Net income (loss) $ 360,994 $(128,881)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Gain on sale of aircraft and engine (130,000) (446,375)
Depreciation 3,035,804 3,743,857
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Rent receivable (59,838) (125,869)
Interest receivable 216 273
Prepaid expenses 3,125 (5,000)
Accounts payable and accrued expenses 120,877 152,774
Security deposit --- 50,000
Net cash provided by operating activities 3,331,178 3,240,779
Cash Flows From Investing Activities
Loan receivable 54,157 50,003
Additions to aircraft (1,700,000) ---
Proceeds from sale of aircraft and engine - net 130,000 751,750
Net cash provided by (used for) investing activities (1,515,843) 801,753
Cash Flows From Financing Activities
Cash distributions (3,454,870) (3,321,558)
Net cash used for financing activities (3,454,870) (3,321,558)
Net increase (decrease) in cash (1,639,535) 720,974
Cash and cash equivalents, beginning of period 3,494,433 2,785,283
Cash and cash equivalents, end of period $1,854,898 $3,506,257
Notes to the Financial Statements
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1995 audited financial statements within Form 10-K.
The unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1996 and the results of operations for the three
and nine months ended September 30, 1996 and 1995 and cash flows for the nine
months ended September 30, 1996 and 1995 and the statement of partners' capital
(deficit) for the nine months ended September 30, 1996. Results of operations
for the period are not necessarily indicative of the results to be expected for
the full year.
No significant events have occurred subsequent to fiscal year 1995, which
require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
As of September 30, 1996, the Partnership had all six of its aircraft on-lease.
One aircraft was on-lease to Delta Air Lines ("Delta"), one aircraft was
on-lease to Continental Airlines ("Continental"), two aircraft were on-lease to
Trans World Airlines ("TWA") and two aircraft were on-lease to Eastwind
Airlines ("Eastwind"). At September 30, 1996, all airlines to which the
Partnership had aircraft on-lease, except Eastwind, were current on their lease
obligations.
The Partnership is faced with an extremely competitive environment in the
aircraft leasing industry which has had a material negative impact on the
business of the Partnership. In particular, the large oversupply of aircraft
available for lease has resulted in significant reductions in market lease
rates in recent years, thereby impacting the lease rates obtained by the
Partnership as leases for the aircraft have been extended and as new leases
have been executed.
The Partnership's two 737-200 non-advanced aircraft are currently on-lease to
Eastwind. Under the terms of the lease agreements, which expire on November
30, 1999, Eastwind pays the Partnership a monthly lease rate of $35,000 per
aircraft. In addition, the airline is required to pay the Partnership an
engine charge and airframe maintenance charges based on usage. Due to
operating losses incurred during the third quarter of 1996, Eastwind was unable
to make its rental payments for the month of September as well as monthly
maintenance reserve payments for the third quarter and is in default under the
terms of the lease agreements. The entire delinquent amount owed to the
Partnership as of September 30, 1996 totalled approximately $240,000. In
addition, rental payments and monthly reserve payments have not been made
subsequent to the end of the third quarter of 1996. Eastwind has indicated to
the Partnership that it hopes to obtain financing by the end of 1996 in an
effort to improve its financial position and pay the entire delinquent amount
owed to the Partnership. There can be no assurances, however, that Eastwind's
efforts will be successful. As a result of Eastwind's inability to pay rent
for September 1996 and monthly reserve payments for the third quarter of 1996,
the Partnership has established a reserve as of September 30, 1996 in the
amount of $120,000. In the event the airline's attempts to obtain additional
financing and cure the defaults are unsuccessful, the Partnership's level of
cash flow from operations would decrease and a reserve would be established for
the entire delinquent amount. Furthermore, it is likely that the Partnership
would request that Eastwind return the aircraft to the Partnership in
accordance with the terms of the lease agreements. The General Partners
continue to closely monitor Eastwind's operations to determine if there will be
any additional impact on the status of the Partnership's aircraft.
TWA continues to lease the Partnership's two remaining 727-200 non-advanced
aircraft on a month-to-month basis and remains current on its monthly lease
payments of $32,500 per aircraft. To date, TWA has not given any indication to
the Partnership as to how long it will continue to lease the aircraft. Once
the aircraft are returned to the Partnership, the General Partners believe that
it will be very difficult to re-lease them to another airline.
The lease with Delta for the Partnership's 737-200 advanced aircraft expires in
September 1999. In accordance with the terms of the lease agreement, Delta
pays the Partnership a monthly lease rate of $80,000.
Pursuant to the terms of the lease agreement executed with Continental in
February 1994, the Partnership agreed to provide up to $600,000 of financing to
the airline to perform modification work on the Partnership's MD-80 Series
aircraft, including advanced avionics, interior furnishings and exterior paint.
On June 7, 1994, the Partnership made its first advance to Continental in the
amount of $278,203. The modification financing is repayable over the life of
the lease at an interest rate of 8% per annum for advances made before February
1, 1996, and, with respect to advances made after February 1, 1996, a rate per
annum equal to the yield to maturity of United States Treasury Notes having a
maturity closest to the remaining term of the lease, plus 4.25 percent. As of
September 30, 1996, Continental had made cumulative principal payments on the
loan totalling $159,724. Payments made on this loan are the reason for the
decrease in the Partnership's loan receivable balance, which totalled $118,479
at September 30, 1996 as compared to $172,636 at December 31, 1995. Continental
makes monthly lease payments to the Partnership of $180,000.
At September 30, 1996, the Partnership had unrestricted cash and cash
equivalents of $1,854,898, compared to $3,494,433 at December 31, 1995. The
$1,639,535 decrease is primarily due to payments made by the Partnership during
the first half of 1996 in connection with the heavy maintenance or "Q" checks
on the two 737-200 non-advanced aircraft on-lease to Eastwind. The
Partnership's restricted cash balance of $321,797 remained unchanged from
December 31, 1995. The Partnership's restricted cash is comprised of the
balance of modification work financing committed to Continental in accordance
with the 1994 lease agreement.
At September 30, 1996, the Partnership had a rent receivable balance totalling
$118,596, compared to $58,758 at December 31, 1995. The higher rent receivable
balance at September 30, 1996 is primarily attributable to unpaid rent for
September 1996 as well as an increase in unpaid engine charges and airframe
maintenance charges owed to the Partnership by Eastwind Airlines as discussed
above.
Accounts payable and accrued expenses totalled $365,524 at September 30, 1996,
compared to $244,647 at December 31, 1995. The increase is primarily
attributable to the accrual of $130,000 to reimburse one of the Partnership's
general partners for aircraft operating expenses paid by the general partner.
On August 7, 1996, the Partnership paid a distribution to the Unitholders for
the period from April 1, 1996 to June 30, 1996, in the amount of $1,264,838, or
approximately $.26 per Unit. At September 30, 1996, the Partnership had a
distribution payable to Unitholders of $1,109,351 or approximately $.23 per
Unit. This amount reflects the 1996 third quarter cash distribution, which was
funded from cash flow from operations and the proceeds from the sale of an
engine that was previously on one of the Partnership's 737-200 non-advanced
aircraft currently on-lease to Eastwind. This distribution was subsequently
paid on November 8, 1996.
Future cash distributions will be determined on a quarterly basis after an
evaluation of the Partnership's current and expected financial position. The
level of cash available for future distribution will be reduced if TWA
terminates the leases for the Partnership's two 727-200 non-advanced aircraft
which it is currently leasing on a month-to-month basis. The Partnership's
future level of cash flow could be further reduced if Eastwind, which leases
the Partnership's two 737-200 non-advanced aircraft, is unable to remedy its
financial difficulties and cure the existing defaults under the current leases,
as discussed above.
Results of Operations
Substantially all of the Partnership's revenue for the nine months ended
September 30, 1996 was generated from the leasing of the Partnership's aircraft
to commercial air carriers under triple net operating leases.
For the three and nine months ended September 30, 1996, the Partnership
generated net income of $36,109 and $360,994, respectively, compared to net
losses of $220,440 and $128,881 for the corresponding periods in 1995. The
change from net loss to net income for both periods is primarily attributable
to higher rental income and a decrease in depreciation expense. The net loss
for the nine months ended September 1995 includes a gain on the June 1995 sale
of the 727-200 aircraft formerly on-lease to TWA. Excluding this gain, the
Partnership generated a loss from operations during the first nine months of
1995 totalling $575,256. Net income for the 1996 periods includes a $130,000
gain on the August 1996 sale of an engine that was previously on one of the
Partnership's 737-200 non-advanced aircraft currently on-lease to Eastwind.
Excluding this gain, the Partnership generated a loss from operations totalling
$93,891 and income from operations totalling $230,994, respectively, for the
three and nine months ended September 30, 1996.
Rental income for the three and nine months ended September 30, 1996 was
$1,208,207 and $3,788,878, respectively, compared to $1,075,869 and $3,535,869
for the corresponding periods in 1995. The increases for both periods are
primarily due to the execution of the leases with Eastwind in the third quarter
of 1995 for the Partnership's two 737-200 non-advanced aircraft. The increases
in both periods were partially offset by a reduction in the monthly lease rate
paid by Delta in accordance with the lease extension for the Partnership's
737-200 advanced aircraft executed in November 1995 and the expiration of the
leases with USAir in May 1995. Also offsetting the increases in rental income
was the establishment of a $120,000 reserve as a result of Eastwind's inability
to pay the Partnership rent for September 1996 and monthly maintenance reserve
payments for the third quarter of 1996, as discussed above.
Other income totalled $0 and $42,676 for the three and nine months ended
September 30, 1996, compared to $0 for the corresponding periods in 1995. The
balance of $42,676 for the nine-months ended September 30, 1996 reflects a
payment received by the Partnership as settlement of an administrative claim by
the Partnership against Pan American World Airways, Inc. ("Pan Am") which was
filed in Bankruptcy Court in 1992. The Partnership was seeking to recover
certain rent and maintenance costs associated with Pan Am's failure to comply
with the return provisions of its lease. The case was settled during the
second quarter of 1996.
Interest income for the three and nine months ended September 30, 1996 totalled
$34,917 and $122,836, respectively, compared to $61,934 and $160,013 for the
corresponding periods in 1995. The decreases in both periods are primarily due
to decreases in the Partnership's invested cash balance during the 1996
periods.
Depreciation expense for the three and nine months ended September 30, 1996
totalled $1,023,743 and $3,035,804, respectively, compared to $1,175,244 and
$3,743,857 for the corresponding periods in 1995. The decreases for both
periods are primarily attributable to the June 1995 sale of the 727-200
non-advanced aircraft formerly on-lease to TWA and the two aircraft currently
on-lease to TWA being fully depreciated in April 1995.
General and administrative expenses for the three and nine months ended
September 30, 1996 totalled $58,531 and $144,735, respectively, compared to
$67,889 and $157,952 for the corresponding periods in 1995. The decreases for
both periods are primarily attributable to a decrease in legal expenses
incurred by the Partnership during 1996.
Operating expenses for the three and nine months ended September 30, 1996
totalled $136,834 and $186,419, respectively, compared to $14,950 and $46,309
for the corresponding periods in 1995. The increases for both periods are
primarily attributable to the accrual of $130,000 to reimburse one of the
Partnership's general partners for aircraft operating expenses paid by the
general partner.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended September 30, 1996.
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.
JETSTREAM, L.P.
BY: JET AIRCRAFT LEASING INC.
General Partner
Date: November 13, 1996 BY: /s/ Moshe Braver
Name: Moshe Braver
Director and President
Date: November 13, 1996 BY: /s/ John Stanley
Name: John Stanley
Vice President and
Chief Financial Officer
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Sep-30-1996
<CASH> 1,854,898
<SECURITIES> 0
<RECEIVABLES> 237,464
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,973,883
<PP&E> 25,987,000
<DEPRECIATION> 12,437,756
<TOTAL-ASSETS> 15,963,403
<CURRENT-LIABILITIES> 1,624,767
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 14,338,636
<TOTAL-LIABILITY-AND-EQUITY> 15,963,403
<SALES> 0
<TOTAL-REVENUES> 4,074,390
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,723,396
<LOSS-PROVISION> 120,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 230,994
<INCOME-TAX> 0
<INCOME-CONTINUING> 230,994
<DISCONTINUED> 0
<EXTRAORDINARY> 130,000
<CHANGES> 0
<NET-INCOME> 360,994
<EPS-PRIMARY> .07
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