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 June 30, 2000
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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
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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
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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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JETSTREAM, L.P.
<TABLE>
<CAPTION>
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BALANCE SHEETS
At June 30, At December 31,
2000 1999
(unaudited)
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<S> <C> <C>
Assets
Aircraft held for sale $ -- $ 3,272,489
Cash and cash equivalents 14,046,868 1,405,675
Miscellaneous receivable 49,983 --
Rent receivable (net of allowance for doubtful
accounts of $1,150,284) 50,000 50,000
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Total Assets $14,146,851 $ 4,728,164
=====================================================================================
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,169,068 $ 1,145,297
Distribution payable -- 645,925
Deferred revenue -- 90,000
Security deposit 50,000 50,000
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Total Liabilities 1,219,068 1,931,222
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Partners' Capital (Deficit):
General Partners 44,952 (56,357)
Limited Partners (4,895,005 units outstanding) 12,882,831 2,853,299
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Total Partners' Capital 12,927,783 2,796,942
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Total Liabilities and Partners' Capital $14,146,851 $ 4,728,164
=====================================================================================
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<TABLE>
<CAPTION>
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STATEMENT OF PARTNERS' CAPITAL (DEFICIT) (UNAUDITED)
For the six months ended June 30, 2000
General Limited
Partners Partners Total
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<S> <C> <C> <C>
Balance at December 31, 1999 $ (56,357) $ 2,853,299 $ 2,796,942
Net income 107,342 10,626,809 10,734,151
Distributions (6,033) (597,277) (603,310)
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Balance at June 30, 2000 $ 44,952 $12,882,831 $12,927,783
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</TABLE>
See accompanying notes to the financial statements. 2
<PAGE>
JETSTREAM, L.P.
<TABLE>
<CAPTION>
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STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended June 30, For the six months ended June 30,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Income
Rental $ 126,834 $ 1,117,529 $ 861,834 $ 2,234,691
Other -- -- 10,500 --
Interest 210,940 46,161 234,540 70,799
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Total Income 337,774 1,163,690 1,106,874 2,305,490
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Expenses
Depreciation -- 802,910 -- 1,605,820
Management fees 1,329 79,524 64,842 168,380
General and administrative 158,847 67,458 333,478 149,181
Operating -- 229,552 -- 229,552
Bad debts -- 227,530 -- 344,691
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Total Expenses 160,176 1,406,974 398,320 2,497,624
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Income (loss) before gain on sale
of aircraft 177,598 (243,284) 708,554 (192,134)
Gain on sale of aircraft 10,025,597 2,165,217 10,025,597 2,165,217
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Net Income $10,203,195 $ 1,921,933 $10,734,151 $ 1,973,083
====================================================================================================
Net Income Allocated:
To the General Partners $ 102,032 $ 906,978 $ 107,342 $ 907,490
To the Limited Partners 10,101,163 1,014,955 10,626,809 1,065,593
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$10,203,195 $ 1,921,933 $10,734,151 $ 1,973,083
====================================================================================================
Per limited partnership unit
(4,895,005 outstanding) $ 2.06 $ .21 $ 2.17 $ .22
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</TABLE>
See accompanying notes to the financial statements. 3
<PAGE>
JETSTREAM, L.P.
<TABLE>
<CAPTION>
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STATEMENTS OF CASH FLOWS (UNAUDITED)
For the six months ended June 30,
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 10,734,151 $ 1,973,083
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of aircraft (10,025,597) (2,165,217)
Depreciation -- 1,605,820
Bad debts -- 344,691
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Rent receivable -- (344,691)
Miscellaneous receivable and prepaid expenses (49,983) --
Accounts payable and accrued expenses 23,771 250,142
Deferred revenue (90,000) --
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Net cash provided by operating activities 592,342 1,663,828
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Cash Flows From Investing Activities
Net proceeds from sale of aircraft 13,298,086 2,244,091
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Net cash provided by investing activities 13,298,086 2,244,091
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Cash Flows From Financing Activities
Cash distributions (1,249,235) (2,229,113)
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Net cash used for financing activities (1,249,235) (2,229,113)
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Net increase in cash and cash equivalents 12,641,193 1,678,806
Cash and cash equivalents, beginning of period 1,405,675 1,853,981
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Cash and cash equivalents, end of period $ 14,046,868 $ 3,532,787
===============================================================================
</TABLE>
See accompanying notes to the financial statements. 4
<PAGE>
JETSTREAM, L.P.
NOTES TO THE FINANCIAL STATEMENTS
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1999 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 June 30, 2000 and the results of
operations for the three and six months ended June 30, 2000 and 1999 and cash
flows for the six months ended June 30, 2000 and 1999 and the statement of
partners' capital (deficit) for the six months ended June 30, 2000. Results of
operations for the period are not necessarily indicative of the results to be
expected for the full year.
The following significant events occurred subsequent to fiscal year 1999, which
require disclosure in this interim report per Regulation S-X, Rule 10-01,
Paragraph (a)(5).
On April 17, 2000, the Partnership sold its 737-200 aircraft to Cypress
Equipment Fund III LLC (an unaffiliated entity) for a gross selling price of
$4,350,000, and recognized a gain of $3,680,161. On May 9, 2000, the Partnership
sold its two B-737-200 aircraft to Spinnaker Capital Inc. (an unaffiliated
entity) for a gross selling price of $200,000 per aircraft, and recognized a
gain of $186,064 per aircraft. The engines for these two aircraft were sold
separately in October 1999 for $175,000 to an unaffiliated buyer. On June 1,
2000, the Partnership sold its MD-80 Series aircraft to Watch Hill Capital (an
unaffiliated entity) for a gross selling price of $9,000,000, and recognized a
gain of $5,973,308. The selling prices were determined by arm's length
negotiations between the Partnership and the buyers. Pursuant to the Liquidation
Plan the Partnership paid the General Partners a marketing and sale fee on the
sales of the aircraft, which aggregated $412,500.
On July 26, 2000, the General Partners paid a special cash distribution of
$12,235,830 of which $12,120,590 or $2.48 per Unit was paid to the Limited
Partners and $115,240 was paid to the General Partners. This distribution
resulted from the sale of four of the Partnership's remaining five aircraft and
represented the net sales proceeds after payment of, or provision for, the
Partnership's liabilities and expenses, and the establishment of a reserve for
contingencies, if any.
When the final aircraft, the fully depreciated non-advanced 727-200 previously
on-lease to Sun Pacific, is sold and the Eastwind Airlines bankruptcy matter is
completed, the General Partners intend to distribute any remaining funds and
dissolve the Partnership. Winding up the Partnership can be a complex process
which may depend on a number of factors, and some of these factors may be beyond
the General Partners' control.
5
<PAGE>
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 implemented a plan to sell the Partnership's remaining
aircraft and subsequently terminate the Partnership pursuant to a Plan of
Liquidation and Dissolution dated November 20, 1999 (the "Liquidation Plan").
Following the approval of the Liquidation Plan, the Partnership designated its
aircraft as assets held for sale and ceased to record depreciation expense
related to those assets as of November 19, 1999, the date of approval. In
accordance with FASB Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and Assets to be Disposed Of, all of the Partnership's
aircraft are reported at the lower of carrying amount or fair value less costs
to sell.
As of June 2000, the Partnership had sold four of the remaining five aircraft to
unaffiliated entities. On April 17, 2000, the Partnership sold its 737-200
aircraft to Cypress Equipment Fund III LLC for a gross selling price of
$4,350,000, and recognized a gain of $3,680,161. On May 9, 2000, the two
B-737-200 aircraft were sold to Spinnaker Capital Inc. for a gross selling price
of $200,000 per aircraft, and the Partnership recognized a gain of $186,064 per
aircraft. The engines for these two aircraft were sold separately in October
1999 for $175,000 to an unaffiliated buyer. On June 1, 2000, the Partnership
sold its MD-80 Series aircraft on lease to Continental to Watch Hill Capital for
a gross selling price of $9,000,000, and recognized a gain of $5,973,308. The
selling prices were determined by arm's length negotiations between the
Partnership and the buyers. Pursuant to the Liquidation Plan the Partnership
paid the General Partners a marketing and sale fee on the sales of the aircraft,
which aggregated $412,500.
The Partnership's final aircraft was previously leased to Sun Pacific
International, Inc. ("Sun Pacific"), which ceased commercial operations in
mid-April 1999. The Partnership has notified Sun Pacific that they are in
default of their lease agreement with respect to this plane due to their failure
to make the required rental payments to the Partnership. In addition, the
remaining plane requires C-checks and corrosion repair, for which $201,979 has
been reserved at June 30, 2000. The Partnership is currently attempting to gain
possession of the aircraft and all necessary paperwork. Once the plane and the
necessary paperwork are obtained, the Partnership will be in a position to have
the required maintenance completed and the General Partners will then attempt to
sell the aircraft to another purchaser pursuant to the Liquidation Plan.
The lease with Eastwind Airlines ("Eastwind") for the Partnership's two 737-200
non-advanced aircraft was scheduled to expire on November 30, 1999. After
several months of partial payments, Eastwind made its last payment to the
Partnership in June 1999, and is delinquent on rental payments and maintenance
reserves totaling $1,200,284 as of June 30, 2000. In late August 1999, the
Partnership was notified that Eastwind had voluntarily ceased commercial
operations. The Partnership took possession of and sold the aircraft as
discussed above.
On September 29, 1999, 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. As
of the date of this document, the Bankruptcy Court had not yet issued an order
for relief adjudicating Eastwind as a debtor under Title 11 of the United States
Code. The General Partners intend to pursue all viable remedies available to the
Partnership with respect to the collection of these delinquent payments subject
to the decisions of the Bankruptcy Court and the applicable provisions of the
U.S. Bankruptcy Code.
When the final aircraft, the fully depreciated non-advanced 727-200 previously
on-lease to Sun Pacific, is sold and the Eastwind Airlines bankruptcy matter is
completed, the General Partners intend to distribute any remaining funds and
dissolve the Partnership. Winding up the Partnership can be a complex process
which may depend on a number of factors, and some of these factors may be beyond
the General Partners' control.
6
<PAGE>
JETSTREAM, L.P.
As of December 31, 1999, the Partnership had a distribution payable to
Unitholders of $645,925 or approximately $.13 per Unit which was paid on March
6, 2000. In light of the Partnership's Liquidation Plan, quarterly cash
distributions were suspended beginning with the second quarter distribution
scheduled to be paid in August 2000.
On July 26, 2000, the General Partners paid a special cash distribution of
$12,235,830 of which $12,120,590 or $2.48 per Unit was paid to the Limited
Partners and $115,240 was paid to the General Partners. This distribution
resulted from the sale of four of the Partnership's remaining five aircraft and
represented the net sales proceeds after payment of, or provision for, the
Partnership's liabilities and expenses, and the establishment of a reserve for
contingencies, if any.
At June 30, 2000, the Partnership had unrestricted cash and cash equivalents of
$14,046,868, compared to $1,405,675 at December 31, 1999. The increase is
attributable to the receipt of the proceeds from the sale of the aircraft.
At June 30, 2000, 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.
Accounts payable and accrued expenses totaled $1,169,068 at June 30, 2000 as
compared to $1,145,297 at December 31, 1999. The increase is primarily
attributable to unpaid management fees for 2000.
Results of Operations
---------------------
Substantially all of the Partnership's operating revenue for the six months
ended June 30, 2000 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 six months ended June 30, 2000, the Partnership generated net
income of $10,203,195 and $10,734,151, compared to net income of $1,921,933 and
$1,973,083 for the corresponding periods in 1999. The increase is primarily
attributable to the gain from the sales of the aircraft.
Rental income for the three and six months ended June 30, 2000 was $126,834 and
$861,834, compared to $1,117,529 and $2,234,691 for the corresponding periods in
1999. The decrease in rental income was due to the sales of the aircraft.
Interest income for the three and six months ended June 30, 2000 was $210,940
and $234,540, compared to $46,161 and $70,799 for the corresponding periods in
1999. The increase is primarily attributable to the higher cash balances during
the second quarter due to the proceeds from the sales of the aircraft.
During 1999, the aircraft were depreciated to their salvage value, consequently
there was no depreciation expense for the three and six months ended June 30,
2000 compared to depreciation expense of $802,910 and $1,605,820 for the
corresponding periods in 1999.
General and administrative expenses totaled $158,847 and $333,478 for the three
and six months ended June 30, 2000, compared to $67,458 and $149,181 for the
corresponding periods in 1999. The increase is primarily due to consulting
services and expenses incurred in relation to the Liquidation Plan.
Operating expenses for the six months ended June 30, 2000 totaled $-0-, compared
to $229,552 for the corresponding period in 1999. The 1999 expense was due to
C-checks and corrosion repair on the two 727-200 non-advanced aircraft
previously leased to Sun Pacific.
Bad debt expense for the three and six months ended June 30, 2000 totaled $-0-,
compared to $227,530 and $344,691 for the corresponding periods in 1999. The
1999 expense represents the increase in the allowance for delinquent rental
payments and maintenance reserves under Eastwind's lease.
7
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JETSTREAM, L.P.
Part II Other Information
Items 1-5 Not applicable.
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits -
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(27) Financial Data Schedule
(b) Reports on Form 8-K -
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On June 19, 2000, the Partnership filed a Form 8-K
reporting that on June 2, 2000 the Partnership executed
the sale of its MD-80 Series aircraft.
8
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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: August 11, 2000 BY: /s/Rocco F. Andriola
-------------------------------------
Name: Rocco F. Andriola
Title: President and Chief Financial Officer
9
