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, 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 I.R.S. Employer Identification No.
Jurisdiction of Incorporation or Organization
3 World Financial Center, 10285
29th Floor, New York, NY Attn: Andre Anderson Zip Code
Address of Principal Executive Offices
(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,
1997 1996
Assets
Aircraft, at cost: $ 25,987,000 $ 25,987,000
Less accumulated depreciation (15,886,906) (13,478,166)
10,100,094 12,508,834
Cash and cash equivalents 2,141,750 1,573,594
Restricted cash 321,797 321,797
Rent receivable (net of allowance
for doubtful accounts of $70,000
in 1996) 37,600 603,311
Loan receivable - 99,688
Interest receivable - 327
Total Assets $ 12,601,241 $ 15,107,551
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued
expenses $ 297,614 $ 302,075
Distribution payable 1,361,937 1,348,728
Deferred revenue 125,000 90,000
Security deposit 50,000 50,000
Total Liabilities 1,834,551 1,790,803
Partners' Capital (Deficit):
General Partners (869,044) (843,544)
Limited Partners
(4,895,005 units outstanding) 11,635,734 14,160,292
Total Partners' Capital 10,766,690 13,316,748
Total Liabilities and
Partners' Capital $ 12,601,241 $ 15,107,551
Statement of Partners' Capital (Deficit)
For the nine months ended September 30, 1997
General Limited
Partners Partners Total
Balance at December 31, 1996 $ (843,544) $ 14,160,292 $ 13,316,748
Net income 8,560 847,463 856,023
Cash distributions (34,060) (3,372,021) (3,406,081)
Balance at September 30, 1997 $ (869,044) $ 11,635,734 $ 10,766,690
Statements of Operations Three months ended Nine months ended
September 30, September 30,
1997 1996 1997 1996
Income
Rental, net of allowance
of $120,000 in 1996 $ 1,297,579 $ 1,208,207 $ 3,799,141 $ 3,788,878
Other 148 - 99,722 42,676
Interest 32,672 34,917 95,804 122,836
Total Income 1,330,399 1,243,124 3,994,667 3,954,390
Expenses
Depreciation 802,910 1,023,743 2,408,740 3,035,804
Management fees 122,619 117,907 331,085 356,438
General and administrative 60,908 58,531 173,244 144,735
Operating 1,160 136,834 225,575 186,419
Total Expenses 987,597 1,337,015 3,138,644 3,723,396
Income (loss) from
operations 342,802 (93,891) 856,023 230,994
Other Income
Gain on sale of aircraft
and engine - 130,000 - 130,000
Net Income $ 342,802 $ 36,109 $ 856,023 $ 360,994
Net Income (Loss) Allocated:
To the General Partners $ 3,428 $ (939) $ 8,560 $ 2,310
To the Limited Partners 339,374 37,048 847,463 358,684
$ 342,802 $ 36,109 $ 856,023 $ 360,994
Per limited partnership unit
(4,895,005 outstanding) $.07 $.01 $.17 $.07
Statements of Cash Flows
For the nine months ended September 30, 1997 1996
Cash Flows From Operating Activities
Net income $ 856,023 $ 360,994
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of aircraft and engine - (130,000)
Depreciation 2,408,740 3,035,804
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Rent receivable 565,711 (59,838)
Interest receivable 327 216
Prepaid expenses - 3,125
Accounts payable and accrued expenses (4,461) 120,877
Deferred revenue 35,000 -
Net cash provided by operating activities 3,861,340 3,331,178
Cash Flows From Investing Activities
Loan receivable 99,688 54,157
Additions to aircraft - (1,700,000)
Proceeds from sale of aircraft and engine - net - 130,000
Net cash provided by (used for)
investing activities 99,688 (1,515,843)
Cash Flows From Financing Activities
Cash distributions (3,392,872) (3,454,870)
Net cash used for financing activities (3,392,872) (3,454,870)
Net increase (decrease) in cash 568,156 (1,639,535)
Cash and cash equivalents,
beginning of period 1,573,594 3,494,433
Cash and cash equivalents, end of period $ 2,141,750 $ 1,854,898
Notes to the Financial Statements
The unaudited 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 recurring adjustments
which are, in the opinion of management, necessary to present a fair statement
of financial position as of September 30, 1997 and the results of operations
for the three and nine months ended September 30, 1997 and 1996 and cash flows
for the nine months ended September 30, 1997 and 1996 and the statement of
partners' capital (deficit) for the nine months ended September 30, 1997.
Results of operations for the period are not necessarily indicative of the
results to be expected for the full year.
The following significant event has occurred subsequent to fiscal year 1996,
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5).
The lease with Continental Airlines ("Continental") for the Partnership's MD-80
Series aircraft was previously scheduled to expire in March 1998. However, in
September 1997, the Partnership reached an agreement with Continental to extend
the lease through March 1999, with the remaining terms of the lease unchanged.
Continental makes monthly lease payments to the Partnership of $180,000.
Part I, Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity and Capital Resources
As of September 30, 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 September 30, 1997, all
airlines to which the Partnership had aircraft onlease 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 and an engine charge and airframe maintenance charges
based on usage. During the second quarter, certain repairs and maintenance work
was performed on each of the aircraft at a total cost to the Partnership of
approximately $220,000. Such work included the replacement of the landing gear
on one aircraft, and the replacement of seats on both 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, we believe that it will be
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 was 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. During
the third quarter of 1997, Continental paid off the remaining balance of the
loan, which had totaled $60,967 as of July 1, 1997. Payments made on this loan
during 1997 are the reason for the decrease in the Partnership's loan
receivable balance, which totaled $0 at September 30, 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 was previously scheduled
to expire in March 1998. However, in September 1997, the Partnership reached an
agreement with Continental to extend the lease through March 1999, with the
remaining terms of the lease unchanged.
At September 30, 1997, the Partnership had unrestricted cash and cash
equivalents of $2,141,750, as compared to $1,573,594 at December 31, 1996. The
increase in cash and cash equivalents is primarily attributable to cash flow
from operations and loan receivable collections during the first nine months of
1997 which exceeded distributions paid in 1997. 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 September 30, 1997, the Partnership had a rent receivable balance totaling
$37,600 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, as well as
monthly maintenance reserve payments for the third and fourth quarters of 1996
and January 1997 owed to the Partnership by Eastwind.
Accounts payable and accrued expenses totaled $297,614 at September 30, 1997,
compared to $302,075 at December 31, 1996. The decrease is primarily
attributable to the timing of management fee payments.
Deferred revenue at September 30, 1997 totaled $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 August 18, 1997, the Partnership paid a distribution to the Unitholders for
the period from April 1, 1997 to June 30, 1997, in the amount of $827,274, or
approximately $.17 per Unit. At September 30, 1997, the Partnership had a
distribution payable to Unitholders of $1,361,937 or approximately $.28 per
Unit. This amount reflects the 1997 third quarter cash distribution, which was
funded from cash flow from operations. This distribution will be paid on
November 14, 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 may 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 nine months ended
September 30, 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 third quarter of 1997 consisted of
interest and other income.
For the three and nine months ended September 30, 1997, the Partnership
generated net income of $342,802 and $856,023 respectively, compared to $36,109
and $360,994 for the corresponding periods in 1996. The increases in net
income for both periods are primarily attributable to an increase in rental and
other income, and a decrease in total expenses consisting primarily of
depreciation and operating expenses.
Rental income for the three and nine months ended September 30, 1997 was
$1,297,579 and $3,799,141, respectively, compared to $1,208,207 and $3,788,878
for the corresponding periods in 1996. The increase for the three month period
is primarily 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 was in
default under the terms of the lease agreements.
Other income totaled $148 and $99,722 for the three and nine months ended
September 30, 1997, compared to $0 and $42,676 for the corresponding periods in
1996. The increase for the nine month period primarily represents payment
received from USAir, Inc. ("USAir") for the settlement and release of claims
relating to the lease and maintenance of the Boeing 737-200 aircraft,
previously on lease with USAir. 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.
Interest income for the three and nine months ended September 30, 1997 totaled
$32,672 and $95,804, respectively, compared to $34,917 and $122,836 for the
corresponding periods in 1996. The decrease for both periods is primarily
attributable to a decrease in the Partnership's invested cash balances during
the 1997 period.
Depreciation expense for the three and nine months ended September 30, 1997
totaled $802,910 and $2,408,740, respectively, compared to $1,023,743 and
$3,035,804 for the corresponding periods in 1996. The decreases in both
periods are primarily attributable to the two 737-200 aircraft currently on
lease to Eastwind being fully depreciated in December 1996.
General and administrative expenses for the three and nine months ended
September 30, 1997 totaled $60,908 and $173,244 respectively, compared to
$58,531 and $144,735 for the corresponding periods in 1996. During the 1997
periods, 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 reimbursable to
Jet Aircraft Leasing Inc. and its affiliates.
Operating expenses for the three and nine months ended September 30, 1997
totaled $1,160 and $225,575 respectively, compared to $136,834 and $186,419 for
the corresponding periods in 1996. The decrease for the three month period is
primarily attributable to the accrual of $130,000 during the third quarter of
1996 to reimburse one of the Partnership's general partners for aircraft
operating expenses paid by the general partner. The increase for the nine
month period is primarily attributable to costs associated with repair and
maintenance work completed on the two aircraft on lease to Eastwind during the
second quarter of 1997.
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
8K were filed during the
quarter ended September 30, 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: November 12, 1997 BY: /s/ Jeffrey C. Carter
Name: Jeffrey C. Carter
Director, President
and Chief Financial
Officer
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-END> Sep-30-
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<CASH> 2,141,750
<SECURITIES> 0
<RECEIVABLES> 37,600
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