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, 1999
------------------
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
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JETSTREAM, L.P.
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Exact Name of Registrant as Specified in its Charter
Delaware 84-1053359
-------- ----------
State or Other Jurisdiction of I.R.S. Employer
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) 526-3183
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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
--- ---
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2
JETSTREAM, L.P.
<TABLE>
<CAPTION>
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BALANCE SHEETS
At September 30, At December 31,
1999 1998
(unaudited) (audited)
- -------------------------------------------------------------------------------
<S> <C> <C>
Assets
Aircraft, at cost $ 24,972,000 $ 25,987,000
Less accumulated depreciation (21,295,186) (19,901,456)
------------------------------
3,676,814 6,085,544
Cash and cash equivalents 1,302,847 1,853,981
Rent receivable, net of allowance for doubtful
accounts of $1,150,285 in 1999 and $533,453
in 1998 50,000 50,000
- -------------------------------------------------------------------------------
Total Assets $ 5,029,661 $ 7,989,525
===============================================================================
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,103,143 $ 635,127
Distribution payable 533,099 748,094
Deferred revenue 90,000 90,000
Security deposit 50,000 50,000
------------------------------
Total Liabilities 1,776,242 1,523,221
------------------------------
Partners' Capital (Deficit):
General Partners (43,783) (912,047)
Limited Partners (4,895,005 units outstanding) 3,297,202 7,378,351
------------------------------
Total Partners' Capital 3,253,419 6,466,304
- -------------------------------------------------------------------------------
Total Liabilities and Partners' Capital $ 5,029,661 $ 7,989,525
===============================================================================
</TABLE>
<TABLE>
<CAPTION>
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STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
(UNAUDITED)
For the nine months ended September 30, 1999
General Limited
Partners Partners Total
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1998 $(912,047) $ 7,378,351 $ 6,466,304
Net income 904,099 729,921 1,734,020
Distributions (35,835) (4,811,070) (4,846,905)
- -------------------------------------------------------------------------------
Balance at September 30, 1999 $ (43,783) $ 3,297,202 $ 3,253,419
===============================================================================
</TABLE>
See accompanying notes to the financial statements.
<PAGE>
3
JETSTREAM, L.P.
<TABLE>
<CAPTION>
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STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Income
Rental $1,052,141 $1,127,258 $3,286,832 $3,758,873
Other -- -- -- 128
Interest 34,834 26,673 105,633 79,433
----------------------------------------------------
Total Income 1,086,975 1,153,931 3,392,465 3,838,434
- -----------------------------------------------------------------------------------------
Expenses
Depreciation 802,910 802,910 2,408,730 2,408,730
Management fees 65,719 103,871 234,099 322,064
General and administrative 185,269 57,648 334,447 152,496
Operating 100,000 1,160 329,554 5,906
Bad debts 272,141 361,435 616,832 361,435
----------------------------------------------------
Total Expenses 1,426,039 1,327,024 3,923,662 3,250,631
- -----------------------------------------------------------------------------------------
Income (loss) before gain on sale
of aircraft (339,064) (173,093) (531,197) 587,803
Gain on sale of aircraft -- -- 2,165,217 --
----------------------------------------------------
Net Income (Loss) $ (339,064) $ (173,093) $1,634,020 $ 587,803
=========================================================================================
Net Income (Loss) Allocated:
To the General Partners $ (3,391) $ (1,731) $ 904,099 $ 5,878
To the Limited Partners (335,673) (171,362) 729,921 581,925
- -----------------------------------------------------------------------------------------
$ (339,064) $ (173,093) $1,634,020 $ 587,803
=========================================================================================
Per limited partnership unit
(4,895,005 outstanding) $ (0.07) $ (0.04) $ 0.15 $ 0.12
- -----------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to the financial statements.
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4
JETSTREAM, L.P.
<TABLE>
<CAPTION>
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STATEMENTS OF CASH FLOWS (UNAUDITED)
For the nine months ended September 30,
1999 1998
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<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 1,634,020 $ 587,803
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of aircraft (2,165,217) --
Depreciation 2,408,730 2,408,730
Bad debts 616,832 361,435
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Restricted cash -- (360,656)
Rent receivable (616,832) (458,924)
Accounts payable and accrued expenses 389,142 619,409
Security deposits -- 122,292
--------------------------
Net cash provided by operating activities 2,266,675 3,280,089
- -------------------------------------------------------------------------------
Cash Flows From Investing Activities
Net proceeds from sale of aircraft 2,244,091 --
--------------------------
Net cash provided by investing activities 2,244,091 --
- -------------------------------------------------------------------------------
Cash Flows From Financing Activities
Cash distributions (5,061,900) (3,580,674)
--------------------------
Net cash used for financing activities (5,061,900) (3,580,674)
- -------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (551,134) (300,585)
Cash and cash equivalents, beginning of period 1,853,981 2,131,335
- -------------------------------------------------------------------------------
Cash and cash equivalents, end of period $1,302,847 $1,830,750
===============================================================================
Supplemental Disclosure of Noncash Operating Activities
In connection with the sale of the aircraft, accrued resale fees in the amount
of $78,874 has reduced the gain on the sale of the aircraft.
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</TABLE>
See accompanying notes to the financial statements.
<PAGE>
5
JETSTREAM, L.P.
NOTES TO THE FINANCIAL STATEMENTS
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1998 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, 1999 and the results of operations for
the three and nine months ended September 30, 1999 and 1998 and cash flows for
the nine months ended September 30, 1999 and 1998 and the statement of partners'
capital (deficit) for the nine months ended September 30, 1999. 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 1998,
which requires disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
The General Partners have developed a plan to sell the Partnership's remaining
aircraft and subsequently terminate the Partnership (the "Liquidation Plan").
Such Liquidation Plan requires the approval of more than 50% of the limited
partner units entitled to vote. A consent solicitation statement requesting such
approval was forwarded to investors on October 15, 1999.
On April 2, 1999, the Partnership sold one of its B-727-200 non-advanced
aircraft, which was scheduled to be leased to Sun Pacific International, Inc.,
to an unaffiliated entity, Sport Hawk Chicago, Inc. (the "Buyer"), for a net
selling price of approximately $2,244,091. The selling price was determined by
arm's length negotiations between the Partnership and the Buyer. As a result of
the sale, the Partnership paid a special distribution of $.46 per unit on August
23, 1999, representing a distribution of the net sale proceeds.
<PAGE>
6
JETSTREAM, L.P.
Part I, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
The General Partners have developed a plan to sell the Partnership's remaining
aircraft and subsequently terminate the Partnership (the "Liquidation Plan").
Such Liquidation Plan requires the approval of more than 50% of the limited
partner units entitled to vote. A consent solicitation statement requesting such
approval was forwarded to investors on October 15, 1999.
As of September 30, 1999, two of the Partnership's five aircraft were on-lease.
One aircraft was on-lease to Delta Air Lines, Inc. ("Delta") and one aircraft
was on-lease to Continental Airlines ("Continental"). The two aircraft that were
on-lease to Eastwind Airlines ("Eastwind") were returned to the Partnership in
October 1999 (see below). During 1998, two aircraft were leased to Trans World
Airlines Inc. ("TWA") on a month-to-month basis until the third quarter. The
General Partners negotiated new lease agreements for these two aircraft with Sun
Pacific International, Inc. ("Sun Pacific"). However, as discussed below, one of
the aircraft was subsequently sold to an unaffiliated entity and Sun Pacific
ceased commercial operations in mid-April 1999.
The Partnership's two 737-200 non-advanced aircraft were previously leased to
Eastwind. An affiliate of the Managing General Partner, along with two other
creditors, filed an involuntary petition for bankruptcy relief against Eastwind
in the United States Bankruptcy Court for the District of Delaware on September
29, 1999. The Partnership's two aircraft on lease to Eastwind have been returned
to the Partnership. As of the date of this document, the Bankruptcy Court has
not yet ordered an order for relief adjudicating Eastwind as a debtor under
Title 11 of the United States Code.
After several months of partial payments, Eastwind's last payment to the
Partnership was received in June 1999. Eastwind is delinquent on rental payments
and maintenance reserves totaling $1,150,285. At September 30, 1999, the
Partnership had provided an allowance against this receivable. The General
Partners will pursue all remedies available to the Partnership with respect to
the collection of these receivables subject to the decisions of the Bankruptcy
Court and the applicable provisions of the U.S. Bankruptcy Code.
The lease with Delta for the Partnership's 737-200 advanced aircraft was
scheduled to expire in September 1999. In accordance with the terms of the lease
agreement, Delta pays the Partnership a monthly lease rate of $80,000 through
September 1999. During the second quarter of 1999, Delta extended its lease for
two years through September 2001. This lease extension requires Delta to pay the
Partnership a monthly lease rate of $65,000 and to hushkit the plane.
Continental makes monthly lease payments to the Partnership of $180,000. The
lease with Continental was originally scheduled to expire in March 1998. During
the third quarter, Continental extended this lease through September 2000, with
the remaining terms of the lease unchanged.
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7
JETSTREAM, L.P.
In September 1998, the Partnership entered into two lease agreements with Sun
Pacific for the two 727-200 non-advanced aircraft which were previously leased
to TWA. The Partnership agreed to assign maintenance payments of $360,656 and
$360,792 received from TWA in order for Sun Pacific to perform the maintenance
on the aircraft. At September 30, 1999, the maintenance on the aircraft had not
been completed and the funds set aside to perform the maintenance have been
exhausted. Furthermore, the Partnership did not receive rental payments from Sun
Pacific pursuant to the terms of the leases.
On April 2, 1999, the Partnership sold one of its B-727-200 non-advanced
aircraft, which was scheduled to be leased to Sun Pacific, to an unaffiliated
entity, Sport Hawk Chicago, Inc. (the "Buyer"), for a selling price of
approximately $2,629,000 and the lease with Sun Pacific for this plane was
terminated. The selling price was determined by arm's length negotiations
between the Partnership and the Buyer.
On April 16, 1999, Sun Pacific ceased commercial operations. The General
Partners have notified Sun Pacific that they are in default of their lease
agreement with respect to the second aircraft. In addition, the remaining plane
requires C-checks and corrosion repair, for which $201,979 has been reserved at
September 30, 1999. Once the required maintenance of the remaining aircraft is
complete, the General Partners will attempt to lease the aircraft to another
carrier.
At September 30, 1999, the Partnership had unrestricted cash and cash
equivalents of $1,302,847, compared to $1,853,981 at December 31, 1998. The
decrease is primarily attributable to the lower cash from operations.
At September 30, 1999 and December 31, 1998, the Partnership had a rent
receivable balance net of allowance for doubtful accounts totaling $50,000. The
balance represents amounts owed by Eastwind in excess of the $1,150,284
allowance established by the Partnership, as discussed above.
Accounts payable and accrued expenses totaled $1,103,143 at September 30, 1999
as compared to $635,127 at December 31, 1998. The increase is primarily
attributable to the maintenance costs on the aircraft leased to Sun Pacific,
resale fees accrued relating to the sale of the aircraft, accrued legal fees,
and deferred management fees.
On August 23, 1999, the Partnership paid a distribution to Unitholders of
$2,832,787 or approximately $.58 per Unit. Of this amount, $.12 per Unit
represented a distribution of cash flow from operations and $.46 per Unit
represented a distribution of net sale proceeds. On September 30, 1999, the
Partnership had a distribution payable to Unitholders of $533,099 or
approximately $.11 per Unit which will be paid in November 1999. Future cash
distributions will be determined on a quarterly basis after an evaluation of the
Partnership's current and expected financial position.
Results of Operations
- ---------------------
Substantially all of the Partnership's revenue for the nine months ended
September 30, 1999 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 consisted of interest income.
For the three and nine months ended September 30, 1999, the Partnership
generated net income (loss) of $(339,064) and $1,634,020, compared to net income
(loss) of $(173,093) and $587,803 for the corresponding periods in 1998. The
increase in net income for the nine-month period in 1999 is primarily
attributable to the gain of $2,165,217 recognized as a result of the sale of one
727-200 aircraft. Excluding this gain, Partnership operations resulted in income
(loss) before gain on sale of aircraft of $(339,064) and $(531,197) for the
three and nine months ended September 30, 1999, respectively, compared with
income (loss) before gain on sale of aircraft of $(173,093) and $587,803 for the
corresponding periods in 1998. The change from net income for the nine-month
period in 1998 to net loss for the 1999 period is due to lower rental income,
higher operating expenses and bad debt expenses.
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8
JETSTREAM, L.P.
Rental income for the three and nine months ended September 30, 1999 was
$1,052,141 and $3,286,832 compared to $1,127,258 and $3,758,873 for the
corresponding periods in 1998. The decrease in rental income was primarily due
to TWA returning two of the aircraft in 1998.
Interest income for the three and nine months ended September 30, 1999 was
$34,834 and $105,633, compared to $26,673 and $79,433, respectively, for the
corresponding periods in 1998. The increase is primarily attributable to an
increase in the Partnership's average cash balances during the 1999 period
resulting from the proceeds from the sale.
General and administrative expenses totaled $185,269 and $334,447 for the three
and nine months ended September 30, 1999, compared to $57,648 and $152,496 for
the corresponding periods in 1998. The increase is primarily due to an increase
in Partnership administrative servicing costs and legal costs incurred in
connection with the consent solicitation statement.
Operating expenses for the three and nine months ended September 30, 1999
totaled $100,000 and $329,554, compared to $1,160 and $5,906 for the
corresponding periods in 1998. The increase is due to C-checks and corrosion
repairs required on the aircraft leased to Sun Pacific.
Bad debt expense for the three and nine months ended September 30, 1999 totaled
$272,141 and $616,832, compared to $361,435 for the 1998 periods. Such amounts
represent the increase in the allowance for delinquent rental payments and
maintenance reserves under Eastwind's lease.
Part II Other Information
Items 1-3 Not applicable.
Item 4 Submission of Matters to a Vote of Security Holders.
On October 15, 1999, the Partnership mailed a Notice of Consent
Solicitation and Consent Solicitation Statement to unitholders
whereby the General Partners proposed the liquidation of the
Partnership. The liquidation consists of: (1) the sale of all of the
Partnership's assets and the dissolution of the Partnership pursuant
to the proposed Plan of Liquidation and Dissolution; (2) the
amendment of the Partnership Agreement to permit the engagement of
the General Partners to market and sell the assets of the
Partnership for a fee pursuant to the terms of the Joint Marketing
Agreement, dated July 13, 1999, among each of the General Partners
and the Partnership; and (3) the grant of authority to the General
Partners to take any action necessary or incidental and consistent
with the Partnership Agreement, the Plan of Liquidation and
Dissolution and the Joint Marketing Agreement to complete the
foregoing on the terms described in the consent solicitation
statement. The Consent Solicitation is expected to terminate at 5:00
p.m. on November 19, 1999, unless the General Partners extend such
time in their sole discretion.
Item 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, 1999.
<PAGE>
JETSTREAM, L.P.
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 15, 1999 BY: /s/Michael T. Marron
-----------------------------------------------
Name: Michael T. Marron
Title: Director, President and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-END> Sep-30-1999
<CASH> 1,302,847
<SECURITIES> 000
<RECEIVABLES> 1,200,285
<ALLOWANCES> 1,150,285
<INVENTORY> 000
<CURRENT-ASSETS> 1,352,847
<PP&E> 24,972,000
<DEPRECIATION> 21,295,186
<TOTAL-ASSETS> 5,029,661
<CURRENT-LIABILITIES> 1,776,242
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> 3,253,419
<TOTAL-LIABILITY-AND-EQUITY> 5,029,661
<SALES> 3,286,832
<TOTAL-REVENUES> 3,392,465
<CGS> 000
<TOTAL-COSTS> 2,972,383
<OTHER-EXPENSES> 334,447
<LOSS-PROVISION> 616,832
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> (531,197)
<INCOME-TAX> 000
<INCOME-CONTINUING> (531,197)
<DISCONTINUED> 000
<EXTRAORDINARY> 2,165,217
<CHANGES> 000
<NET-INCOME> 1,634,020
<EPS-BASIC> .15
<EPS-DILUTED> .15
</TABLE>
