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 March 31, 1997
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 March 31, At December 31,
1997 1996
Assets
Aircraft, at cost $25,987,000 $25,987,000
Less accumulated depreciation (14,281,086) (13,478,166)
11,705,914 12,508,834
Cash and cash equivalents 2,126,792 1,573,594
Restricted cash 321,797 321,797
Rent receivable (net of allowance
for doubtful accounts of $70,000 in 1996) 25,000 603,311
Loan receivable 80,503 99,688
Interest receivable 282 327
Total Assets $14,260,288 $15,107,551
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 429,295 $ 302,075
Distribution payable 1,208,514 1,348,728
Deferred revenue 125,000 90,000
Security deposit 50,000 50,000
Total Liabilities 1,812,809 1,790,803
Partners' Capital (Deficit):
General Partners (852,237) (843,544)
Limited Partners
(4,895,005 units outstanding) 13,299,716 14,160,292
Total Partners' Capital 12,447,479 13,316,748
Total Liabilities and Partners' Capital $14,260,288 $15,107,551
STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
General Limited
For the three months ended March 31, 1997 Partners Partners Total
Balance at December 31, 1996 $(843,544) $14,160,292 $13,316,748
Net income 3,392 335,853 339,245
Cash distributions (12,085) (1,196,429) (1,208,514)
Balance at March 31, 1997 $(852,237) $13,299,716 $12,447,479
STATEMENTS OF OPERATIONS
For the three months ended March 31, 1997 1996
Income
Rental $1,189,058 $1,189,425
Other income 99,344 ---
Interest 30,688 50,872
Total Income 1,319,090 1,240,297
Expenses
Depreciation 802,920 963,318
Management fees 122,475 110,685
General and administrative 52,953 47,477
Operating 1,497 29,152
Total Expenses 979,845 1,150,632
Net Income $ 339,245 $ 89,665
Net Income Allocated:
To the General Partners $ 3,392 $ 897
To the Limited Partners 335,853 88,768
$ 339,245 $ 89,665
Per limited partnership unit
(4,895,005 outstanding) $.07 $.02
STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1997 1996
Cash Flows From Operating Activities
Net income $ 339,245 $ 89,665
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 802,920 963,318
Increase in cash arising from changes
in operating assets and liabilities:
Rent receivable 578,311 25,750
Interest receivable 45 61
Prepaid expenses --- 3,125
Accounts payable and accrued expenses 127,220 351,323
Deferred revenue 35,000 17,500
Net cash provided by operating activities 1,882,741 1,450,742
Cash Flows From Investing Activities
Additions to aircraft --- (1,250,000)
Loan receivable 19,185 17,736
Net cash provided by (used for) investing activities 19,185 (1,232,264)
Cash Flows From Financing Activities
Cash distributions (1,348,728) (1,058,778)
Net cash used for financing activities (1,348,728) (1,058,778)
Net increase (decrease) in cash and cash equivalents 553,198 (840,300)
Cash and cash equivalents, beginning of period 1,573,594 3,494,433
Cash and cash equivalents, end of period $2,126,792 $2,654,133
NOTES TO THE FINANCIAL STATEMENTS
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1996 audited financial statements within Form 10-K.
The unaudited financial statements include all normal and reoccurring
adjustments which are, in the opinion of management, necessary to present a
fair statement of financial position as of March 31, 1997 and the results of
operations and cash flows for the three months ended March 31, 1997 and 1996
and the statement of partners' capital (deficit) for the three months ended
March 31, 1997. 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 1996, 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 March 31, 1997, JetStream, L.P. (the "Partnership") had all six of its
aircraft on-lease. Two aircraft were on-lease to Eastwind Airlines
("Eastwind"), two aircraft were on-lease to Trans World Airlines ("TWA"), one
aircraft was on-lease to Delta Air Lines ("Delta"), and one aircraft was
on-lease to Continental Airlines ("Continental"). At March 31, 1997, all
airlines to which the Partnership had aircraft on-lease were current on their
lease obligations.
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 is required to pay 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.
Eastwind had been in default under the terms of the lease agreements as a
result of its failure to make monthly rental payments to the Partnership for
the final four months of 1996 and January 1997, as well as monthly maintenance
reserve payments for the third and fourth quarters of 1996 and January 1997.
Eastwind's failure to make such payments were attributable to operating losses
incurred by the airline during the third and fourth quarters of 1996. However,
Eastwind was successful in securing additional financing and paid all
delinquent amounts owed to the Partnership in January 1997.
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
March 31, 1997, Continental had made principal payments on the loan totalling
$197,700. Payments made on this loan are the reason for the decrease in the
Partnership's loan receivable balance, which totalled $80,503 at March 31, 1997
as compared to $99,688 at December 31, 1996. Continental makes monthly lease
payments to the Partnership of $180,000. The lease with Continental expires in
March 1998.
At March 31, 1997, the Partnership had unrestricted cash and cash equivalents
of $2,126,792 compared to $1,573,594 at December 31, 1996. The $553,198
increase is primarily due to the receipt in January 1997 of delinquent rental
payments owed to the Partnership by Eastwind for the final four months of 1996
and January 1997, as well as monthly maintenance reserve payments for the third
and fourth quarter of 1996 and January 1997, as discussed above. The
Partnership's restricted cash balance of $321,797 remained unchanged from
December 31, 1996. 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 March 31, 1997, the Partnership had a rent receivable balance totalling
$25,000, compared to $603,311 at December 31, 1996. The decrease in rent
receivable is primarily attributable to the receipt in January 1997 of
delinquent rental payments for the final four months of 1996 and January 1997,
as well as monthly maintenance reserve payments for the third and fourth
quarters of 1996 and January 1997 owed to the Partnership by Eastwind, as
discussed above.
Accounts payable and accrued expenses totalled $429,295 at March 31, 1997,
compared to $302,075 at December 31, 1996. The increase is primarily
attributable to the accrual of unpaid management fees for the first quarter of
1997.
Deferred revenue at March 31, 1997 totalled $125,000, compared to $90,000 at
December 31, 1996. The increase is primarily attributable to the timing of
rental payments made to the Partnership by Eastwind.
On February 10, 1997, the Partnership paid a distribution to the Unitholders
for the period from October 1, 1996 to December 31, 1996, in the amount of
$1,335,241, or approximately $.27 per Unit. At March 31, 1997, the Partnership
had a distribution payable to Unitholders of $1,196,429, or approximately $.24
per Unit. This amount reflects the 1997 first quarter cash distribution, which
was funded from cash flow from operations. This distribution will be paid on
May 16, 1997.
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.
Results of Operations
Substantially all of the Partnership's revenue for the three months ended March
31, 1997 was generated from the leasing of the Partnership's aircraft to
commercial air carriers under triple net operating leases. The balance of the
Partnership's revenue during the first quarter of 1997 consisted of interest
and other income.
For the three months ended March 31, 1997, the Partnership generated net income
of $339,245, compared to net income of $89,665 for the corresponding period in
1996. The increase is primarily attributable to a decrease in depreciation
expense and the receipt of a payment in the amount of approximately $99,344
from US Airways representing the settlement of the Partnership's claim for
unpaid amounts owed to the Partnership by the airline. The amount received
from US Airways represents the Partnership's entire other income balance at
March 31, 1997, compared to $0 for the corresponding period in 1996.
Rental income for the three months ended March 31, 1997 was $1,189,058, largely
unchanged from $1,189,425 for the corresponding period in 1996.
Interest income for the three months ended March 31, 1997 was $30,688, compared
to $50,872 for the corresponding period in 1996. The decrease is primarily
attributable to a decrease in the Partnership's average cash balances during
the 1997 period.
Depreciation expense for the three months ended March 31, 1997 totalled
$802,920, compared to $963,318 for the corresponding period in 1996. The
decrease is primarily attributable to the two 737-200 aircraft currently
on-lease to Eastwind being fully depreciated in December 1996.
General and administrative expenses totalled $52,953 for the three months ended
March 31, 1997, compared to $47,477 for the corresponding period in 1996.
During the 1997 period, certain expenses incurred by an unaffiliated third
party service provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of Jet Aircraft Leasing Inc. in prior periods, were
reimbursed to Jet Aircraft Leasing Inc. and its affiliates.
Operating expenses for the three months ended March 31, 1997 totalled $1,497,
compared to $29,152 for the corresponding period in 1996. The decrease is
primarily attributable to consulting costs which were incurred by the
Partnership during the first quarter of 1996 in connection with mandated
maintenance checks on the two aircraft on-lease to Eastwind.
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 March 31, 1997.
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: May 14, 1997 BY: /s/ Moshe Braver
Name: Moshe Braver
Title: Director and President
Date: May 14, 1997 BY: /s/ John Stanley
Name: John Stanley
Title: Vice President and
Chief Financial Officer
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<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
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<RECEIVABLES> 25,282
<ALLOWANCES> 0
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