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, 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
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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. EmployerIdentification No.
Incorporation or Organization
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 September 30, At December 31,
2000 1999
(unaudited) (audited)
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<S> <C> <C>
Assets
Aircraft held for sale $ -- $ 3,272,489
Cash and cash equivalents 1,762,164 1,405,675
Miscellaneous receivable and prepaid expenses 64,383 --
Rent receivable (net of allowance for doubtful accounts
of $1,090,284 in 2000 and $1,150,284 in 1999) 110,000 50,000
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Total Assets $ 1,936,547 $ 4,728,164
=========================================================================================
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 1,169,798 $ 1,145,297
Distribution payable -- 645,925
Deferred revenue -- 90,000
Security deposit 50,000 50,000
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Total Liabilities 1,219,798 1,931,222
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Partners' Capital (Deficit):
General Partners (70,041) (56,357)
Limited Partners (4,895,005 units outstanding) 786,790 2,853,299
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Total Partners' Capital 716,749 2,796,942
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Total Liabilities and Partners' Capital $ 1,936,547 $ 4,728,164
=========================================================================================
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<TABLE>
<CAPTION>
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STATEMENT OF PARTNERS' CAPITAL (DEFICIT) (UNAUDITED)
For the nine months ended September 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 107,589 10,651,358 10,758,947
Distributions (121,273) (12,717,867) (12,839,140)
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Balance at September 30, 2000 $ (70,041) $ 786,790 $ 716,749
=========================================================================================
</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 For the nine months ended
September 30, September 30,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Income
Rental $ -- $1,052,141 $ 861,834 $ 3,286,832
Other -- -- 10,500 --
Interest 84,258 34,834 318,798 105,633
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Total Income 84,258 1,086,975 1,191,132 3,392,465
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Expenses
Depreciation -- 802,910 -- 2,408,730
Management fees (2,199) 65,719 62,643 234,099
General and administrative 91,406 185,269 424,884 334,447
Operating 30,255 100,000 30,255 329,554
Bad debts (60,000) 272,141 (60,000) 616,832
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Total Expenses 59,462 1,426,039 457,782 3,923,662
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Income (loss) before gain
on sale of aircraft 24,796 (339,064) 733,350 (531,197)
Gain on sale of aircraft -- -- 10,025,597 2,165,217
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Net Income (Loss) $ 24,796 $ (339,064) $10,758,947 $ 1,634,020
=========================================================================================
Net Income (Loss) Allocated:
To the General Partners $ 248 $ (3,391) $ 107,589 $ 904,099
To the Limited Partners 24,548 (335,673) 10,651,358 729,921
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$ 24,796 $ (339,064) $10,758,947 $ 1,634,020
=========================================================================================
Per limited partnership unit
(4,895,005 outstanding) $ 0.01 $ (0.07) $ 2.18 $ 0.15
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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 nine months ended September 30,
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 10,758,947 $ 1,634,020
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of aircraft (10,025,597) (2,165,217)
Depreciation -- 2,408,730
Bad debts (60,000) 616,832
Increase (decrease) in cash arising from changes in
operating assets and liabilities:
Rent receivable -- (616,832)
Miscellaneous receivable and prepaid expenses (64,383) --
Accounts payable and accrued expenses 24,501 389,142
Deferred revenue (90,000) --
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Net cash provided by operating activities 543,468 2,266,675
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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 (13,485,065) (5,061,900)
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Net cash used for financing activities (13,485,065) (5,061,900)
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Net increase (decrease) in cash and cash equivalents 356,489 (551,134)
Cash and cash equivalents, beginning of period 1,405,675 1,853,981
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Cash and cash equivalents, end of period $ 1,762,164 $ 1,302,847
=========================================================================================
</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 recurring adjustments
which are, in the opinion of management, necessary to present a fair statement
of financial position as of September 30, 2000 and the results of operations for
the three and nine months ended September 30, 2000 and 1999 and cash flows for
the nine months ended September 30, 2000 and 1999 and the statement of partners'
capital (deficit) for the nine months ended September 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.
On October 23, 2000 the bankruptcy court approved a settlement between the
petitioning creditors and Eastwind Airlines ("Eastwind"). This settlement
includes an agreement between the Partnership and CIS Air Corporation an
affiliate of a General Partner, CIS Aircraft Partners Inc., which calls for the
Partnership to receive $60,000 in settlement of all claims of actions which were
asserted or could be asserted against Eastwind. The General Partners pursued all
viable remedies available to the Partnership with respect to the collection of
the delinquent Eastwind payments subject to decisions of the bankruptcy court
and applicable provisions of the U.S. Bankruptcy Code and determined that this
settlement agreement was the most viable option.
When the final aircraft, the fully depreciated non-advanced 727-200 previously
on-lease to Sun Pacific, is sold, 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
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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 September 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 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
September 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.
Subsequently, three other creditors joined the action. On October 23, 2000 the
bankruptcy court approved a settlement between the petitioning creditors and
Eastwind. This settlement includes an agreement between the Partnership and CIS
Air Corporation an affiliate of a General Partner, CIS Aircraft Partners Inc.,
which calls for the Partnership to receive $60,000 in settlement of all claims
of actions which were asserted or could be asserted against Eastwind. The
General Partners pursued all viable remedies available to the Partnership with
respect to the collection of the delinquent Eastwind payments subject to
decisions of the bankruptcy court and applicable provisions of the U.S.
Bankruptcy Code and determined that this settlement agreement was the most
viable option.
6
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JETSTREAM, L.P.
When the final aircraft, the fully depreciated non-advanced 727-200 previously
on-lease to Sun Pacific, is sold, 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.
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 September 30, 2000, the Partnership had unrestricted cash and cash
equivalents of $1,762,164, compared to $1,405,675 at December 31, 1999. The
increase is attributable to the proceeds from the sales of the aircraft, net of
the special cash distribution.
At September 30, 2000, the Partnership had a rent receivable balance net of
allowance for doubtful accounts totaling $110,000 compared to $50,000 at
December 31, 1999. The increase reflects the settlement of the Eastwind
bankruptcy claim. The balance represents amounts owed by Eastwind in excess of
the allowance established by the Partnership.
Accounts payable and accrued expenses totaled $1,169,798 at September 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 nine months
ended September 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 nine months ended September 30, 2000, the Partnership
generated net income of $24,796 and $10,758,947, compared to net income (loss)
of $(339,064) and $1,634,020 for the corresponding periods in 1999. The increase
for the nine-month period in 2000 is primarily attributable to the gain on the
sales of the aircraft in previous periods.
Rental income for the three and nine months ended September 30, 2000 was $-0-
and $861,834, compared to $1,052,141 and $3,286,832 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 nine months ended September 30, 2000 was
$84,258 and $318,798, compared to $34,834 and $105,633 for the corresponding
periods in 1999. The increase is primarily attributable to higher cash balances
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 nine months ended September
30, 2000 compared to depreciation expense of $802,910 and $2,408,730 for the
corresponding periods in 1999.
7
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JETSTREAM, L.P.
General and administrative expenses totaled $91,406 and $424,884 for the three
and nine months ended September 30, 2000, compared to $185,269 and $334,447 for
the corresponding periods in 1999. The higher expenses for the three-month
period in 1999 are due to the cost associated with the proxy solicitation. The
increase for the nine-month period in 2000 is primarily due to consulting
services and expenses incurred in implementing the Liquidation Plan.
Operating expenses for the three and nine months ended September 30, 2000
totaled $30,255, compared to $100,000 and $329,554 for the corresponding periods
in 1999. The 2000 amount is insurance on the remaining aircraft for which the
Partnership is now responsible. 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 nine months ended September 30, 2000 totaled
$(60,000), compared to $272,141 and $616,832 for the corresponding periods in
1999. The year 2000 recovery reflects the settlement of the Eastwind bankruptcy
proceeding. The 1999 expense represents the increase in the allowance for
delinquent rental payments and maintenance reserves under Eastwind's lease.
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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No reports on Form 8-K were filed during the quarter ended
September 30, 2000.
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: November 14, 2000 BY: /s/Rocco F. Andriola
-------------------------------------
Name: Rocco F. Andriola
Title: President and Chief Financial Officer
9
