PEGASUS AIRCRAFT PARTNERS L P
10-Q, 2000-05-15
EQUIPMENT RENTAL & LEASING, NEC
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION

                               Washington DC 20549
(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, 2000
                              --------------------------------------------------

                                       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                        0-17712
                       ---------------------------------------------------------

                         PEGASUS AIRCRAFT PARTNERS, L.P.
                         -------------------------------
             (Exact name of registrant as specified in its charter)



             DELAWARE                                    84-1099968
      -----------------------                        -------------------
      (State of organization)                          (IRS Employer
                                                     Identification No.)



   Four Embarcadero Center 35th Floor
       San Francisco, California                              94111
       -------------------------                              -----
       (Address of principal                                (Zip Code)
         executive offices)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (415) 434-3900


         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   .
                                             ---    ---


                       This document consists of 16 pages.
<PAGE>

                         PEGASUS AIRCRAFT PARTNERS, L.P.
                      QUARTERLY REPORT ON FORM 10-Q FOR THE
                          QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART 1   FINANCIAL INFORMATION

         Item 1. Financial Statements

                 Balance Sheets - March 31, 2000 and December 31, 1999        3

                 Statements of Income for the three months ended March 31,
                 2000 and 1999                                                4

                 Statements of Partners' Capital for the three months ended
                 March 31, 2000 and 1999                                      5

                 Statements of Cash Flows for the three months ended
                 March 31, 2000 and 1999                                      6

                 Notes to Financial Statements                                7

         Item 2. Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations                        11

PART II  OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                            14

         Signature                                                           15



                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION
                          -----------------------------

ITEM 1.  Financial Statements

                         PEGASUS AIRCRAFT PARTNERS, L.P.
                         -------------------------------

       BALANCE SHEETS -- MARCH 31, 2000 (UNAUDITED) AND DECEMBER 31, 1999
       ------------------------------------------------------------------

                                                       2000         1999
                                                       ----         ----
                                                (in thousands, except unit data)

                                     ASSETS
                                     ------
Cash and cash equivalents                            $    793     $  1,873
Rent receivable                                           476          476
Aircraft, net                                          24,539       24,573
Other assets                                             --             50
                                                     --------     --------
   Total Assets                                      $ 25,808     $ 26,972
                                                     ========     ========


                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------

LIABILITIES:
   Notes payable                                     $ 14,000     $ 14,000
   Accounts payable and accrued expenses                  109          111
   Payable to affiliates                                  696          491
   Deferred rental income and deposits                  1,185        1,185
   Distributions payable to partners                    1,616        1,616
   Maintenance reserves payable                         1,203          969
                                                     --------     --------
     Total Liabilities                                 18,809       18,372
                                                     --------     --------

COMMITMENTS AND CONTINGENCIES (Notes 2 and 4)

PARTNERS' CAPITAL:
   General Partners                                      (726)        (710)
   Limited Partners (4,000,005 units issued and
    outstanding in 2000 and 1999)                       7,725        9,310
                                                     --------     --------
     Total Partners' Capital                            6,999        8,600
                                                     --------     --------
       Total Liabilities and Partners' Capital       $ 25,808     $ 26,972
                                                     ========     ========


   The accompanying notes are an integral part of these financial statements.



                                       3
<PAGE>
                         PEGASUS AIRCRAFT PARTNERS, L.P.
                         -------------------------------

                              STATEMENTS OF INCOME
                              --------------------

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
               --------------------------------------------------
                                   (unaudited)

                                                          2000           1999
                                                          ----           ----
                                                      (in thousands, except unit
                                                      data and per unit amounts)
REVENUE:
   Rentals from operating leases                       $    2,012     $    2,006
   Interest                                                    21             17
                                                       ----------     ----------
                                                            2,033          2,023
                                                       ----------     ----------
EXPENSES:
   Depreciation and amortization                            1,337          1,262
   Interest                                                   363            228
   Management and re-lease fees                               154            163
   General and administrative                                  58             55
   Direct lease                                                22             25
   Engine rental and other                                     84           --
                                                       ----------     ----------
                                                            2,018          1,733
                                                       ----------     ----------
NET INCOME                                             $       15     $      290
                                                       ==========     ==========

NET INCOME ALLOCATED:
   To the General Partners                             $     --       $        3
   To the Limited Partners                                     15            287
                                                       ----------     ----------
                                                       $       15     $      290
                                                       ==========     ==========

NET INCOME PER LIMITED PARTNERSHIP UNIT                $     --       $      .07
                                                       ==========     ==========

WEIGHTED AVERAGE NUMBER OF LIMITED
PARTNERSHIP UNITS ISSUED AND OUTSTANDING                4,000,005      4,000,005
                                                       ==========     ==========

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                         PEGASUS AIRCRAFT PARTNERS, L.P.
                         -------------------------------

                         STATEMENTS OF PARTNERS' CAPITAL
                         -------------------------------

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
               --------------------------------------------------
                                   (unaudited)



                                                General     Limited
                                               Partners    Partners      Total
                                               --------    --------      -----
                                                (dollar amounts in thousands)

Balance, January 1, 2000                       $   (710)   $  9,310    $  8,600

   Net income                                      --            15          15

   Distributions declared to partners               (16)     (1,600)     (1,616)
                                               --------    --------    --------

Balance, March 31, 2000                        $   (726)   $  7,725    $  6,999
                                               ========    ========    ========


Balance, January 1, 1999                       $   (653)   $ 14,913    $ 14,260

   Net income                                         3         287         290

   Distributions declared to partners               (16)     (1,600)     (1,616)
                                               --------    --------    --------

Balance, March 31, 1999                        $   (666)   $ 13,600    $ 12,934
                                               ========    ========    ========


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>

                         PEGASUS AIRCRAFT PARTNERS, L.P.
                         -------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
               --------------------------------------------------
                                   (unaudited)

                                                          2000        1999
                                                          ----        ----
                                                   (dollar amounts in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                           $    15     $   290
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                        1,337       1,262
     Change in assets and liabilities:
       Other assets                                          50          10
       Accounts payable and accrued expenses                 (2)        (29)
       Payable to affiliates                                205         163
       Deferred rental income and deposits                 --           180
       Maintenance reserves payable                         234         126
                                                        -------     -------
         Net cash provided by operating activities        1,839       2,002
                                                        -------     -------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capitalized aircraft improvements                     (1,303)     (1,592)
                                                        -------     -------
         Net cash used in investing activities           (1,303)     (1,592)
                                                        -------     -------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash distributions paid to partners                   (1,616)     (1,616)
                                                        -------     -------
         Net cash used in financing activities           (1,616)     (1,616)
                                                        -------     -------

NET DECREASE IN CASH AND CASH EQUIVALENTS                (1,080)     (1,206)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          1,873       2,129
                                                        -------     -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $   793     $   923
                                                        =======     =======

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid                                        $   360     $   225
                                                        =======     =======


   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                         PEGASUS AIRCRAFT PARTNERS, L.P.
                         -------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                 MARCH 31, 2000
                                 --------------
                                   (unaudited)

1.       General

         The accompanying  unaudited financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and in accordance  with  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of the General Partners,  all adjustments
necessary  for a fair  presentation  have  been  included.  The  preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the dates of the financial statements and the reported amounts of
revenues  and  expenses  during  the  reporting  periods.  The most  significant
assumptions  and  estimates  relate to  useful  life and  recoverability  of the
aircraft  values.  Actual results could differ from such estimates.  For further
information, refer to the financial statements and footnotes thereto included in
the  Partnership's  annual  report on Form 10-K for the year ended  December 31,
1999. (Operating results for the three month period ended March 31, 2000 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2000.)

2.       Aircraft

         The  Partnership's  net investment in aircraft as of March 31, 2000 and
December 31, 1999 consisted of the following (in thousands):

                                                           2000          1999
                                                           ----          ----

Aircraft on operating leases, at cost                    $ 90,019      $ 88,716
Less:    Accumulated depreciation                         (55,996)      (54,659)
         Write-downs                                       (5,811)       (5,811)
         Net lease settlement proceeds accounted for
           as cost recovery                                (3,673)       (3,673)
                                                         --------      --------
         Aircraft, net                                   $ 24,539      $ 24,573
                                                         ========      ========

         Kitty Hawk Aircargo,  Inc. ("Kitty Hawk").  The Boeing 727-200 Advanced
aircraft formerly leased to Continental was hushkitted, converted to a freighter
and delivered to Kitty Hawk in August, 1999. Kitty Hawk is a Dallas, Texas based
operator of more than 100 freighter  aircraft.  The lease agreement provides for
84 months rent at $117,800 per month. Kitty Hawk has provided a security deposit
of $236,000 and is obligated to fund maintenance reserves, in the aggregate,  at
a rate of $375 per flight hour.  Compliance with the recently issued AD relating
to freighter  conversions was performed in conjunction with the conversion.  The
Partnership  invested  approximately $4.4 million in hushkitting,  a C-check and
the cargo conversion.  (See also Note 5 to the unaudited  Financial  Statements,
"Subsequent Events").

                                       7
<PAGE>


         During the  quarter  ended March 31,  2000,  the  Partnership  invested
approximately  $1.3  million with respect to the overhaul of two engines for the
Boeing  727-200  aircraft  leased to Kitty Hawk.  While these engines were being
overhauled, the Partnership had been leasing two other engines from an affiliate
of the Managing General Partner.  One of the overhauled engines was re-installed
on the aircraft and the leased engine removed and returned to the Affiliate. The
Partnership exchanged with the Managing General Partner's affiliate,  the second
overhauled engine for the other leased engine.

         Trans World  Airlines,  Inc.  ("TWA").  The lease on the Boeing 747-100
with TWA expires in July, 2000. Subject to final documentation,  the Partnership
agreed to sell the aircraft to TWA in January 2000 for $4.36  million and to the
payment of a monthly  rental  rate from  September  1999 until  January  2000 of
$90,000 per month.  TWA  requested  and was granted an  extension of the closing
date on the sale to early  April 2000 and will pay rent of $90,000  per month up
to the closing  date.  The General  Partners  negotiated  the sale of the Boeing
747-100,  as the aircraft would soon require a heavy  maintenance  check and the
leasing  market for such an  aircraft is very  limited.  TWA has agreed to a six
month  extension of the lease at the existing  lease rate for the  Partnership's
MD-82. (See Note 5 to the unaudited Financial Statements, "Subsequent Events").

         Sky Trek International  Airlines,  Inc. ("Sky Trek"). Due to arrearages
in rent and  maintenance  reserve  payments,  Sky Trek was placed on non-accrual
status  beginning  October 1, 1998. For the period January 1, 2000 through March
31, 2000, Sky Trek has paid all but $126,000 in rent (44% of scheduled  rentals)
and $38,000 in maintenance reserve payments.  Of the total amount of arrearages,
only $190,000 has been accrued and is included in rent and other  receivables on
the balance  sheet.  Sky Trek has provided a security  deposit of $190,000  with
respect to this lease.

         Prior   arrearages   will   need  to  be   addressed   in  an   overall
recapitalization  plan of Sky  Trek.  If Sky  Trek is  unsuccessful  in  raising
additional  capital,  the  Partnership  may need to  repossess  the aircraft and
search for a new  lessee.  There can be no  assurance  as to the  timeliness  or
success  of such a  remarketing  effort.  Sky Trek is now  operating  under  the
Discovery Airlines name. In mid-April, Sky Trek agreed with the Federal Aviation
Administration   to  a  suspension  of  operations  due  to  problems  with  its
maintenance  and  training  programs  and  personnel  qualifications.  Given the
grounding of Sky Trek's fleet, the company is not generating any revenues.
(See Note 5 to the unaudited Financial Statements, "Subsequent Events").

3.       Transactions With Affiliates

         Base  Management  Fees: The General  Partners are entitled to receive a
quarterly  subordinated base management fee in an amount generally equal to 1.5%
of gross aircraft  rentals,  net of re-lease fees paid. Of this amount,  1.0% is
payable  to  the   Managing   General   Partner  and  0.5%  is  payable  to  the
Administrative  General  Partner.  The General  Partners  earned $30,000 of base
management fees during the three months ended March 31, 2000.

         Incentive  Management  Fees: The General  Partners also are entitled to
receive a quarterly  subordinated incentive management fee in an amount equal to
4.5% of quarterly  cash flows and sales  proceeds (net of resale fees).  Of this
amount,  2.5% is payable to the Managing  General Partner and 2.0% is payable to
the  Administrative  General  Partner.  The General  Partners  earned $64,000 of
incentive management fees during the three months ended March 31, 2000.

                                       8
<PAGE>


         Re-lease Fees: The General Partners are entitled to receive a quarterly
subordinated fee for re-leasing  aircraft or renewing a lease in an amount equal
to 3.5% of the gross  rentals from such re-lease or renewal for each quarter for
which such  payment is made.  Of this  amount,  2.5% is payable to the  Managing
General Partner and 1.0% is payable to the Administrative  General Partner.  The
General  Partners  earned $60,000 of re-lease fees during the three months ended
March 31, 2000.

         All of  the  above  fees  are  subordinated  to  the  limited  partners
receiving an 8% annual  non-cumulative  return based upon  original  contributed
capital (as adjusted per the Partnership agreement).

         Beginning  July 1,  1995,  as part of the 1996 and  1997  class  action
settlement,  the  Administrative  General  Partner  remits to an affiliate,  all
management fees as well as all 1997 and future fees and  distributions  received
by the  Administrative  General Partner,  for deposit into an escrow account for
the benefit of the class action members.

         Accountable General and Administrative  Expenses:  The General Partners
are  entitled  to  reimbursement  of  certain  expenses  paid on  behalf  of the
Partnership  which  are  incurred  in  connection  with the  administration  and
management of the Partnership.  There were no reimbursable expenses,  during the
three  months  ended  March 31,  2000,  payable  to the  Administrative  General
Partner.

         During the  quarter  ended  March 31,  2000,  the  Partnership  paid an
affiliate of the Managing  General  Partner $84,000 for the lease of two JT8D-9A
engines for the Boeing 727-200 aircraft on lease to Kitty Hawk.

4.       Notes Payable

         In February  1999,  the  Partnership's  lender  agreed to increase  its
commitment  from $10 million to $14.5  million and the interest  rate  increased
from  1.25%  to  1.5%  over  prime,  all of  which  is due in  April  2000.  The
outstanding  balance under this line of credit at March 31, 2000 was $14 million
and the interest  rate was 10.5%.  Subject to the  completion of the sale of the
Boeing 747 to TWA and a pay down in debt, the current lender has agreed to a six
month  extension to the loan.  Although the current  lender agreed to extend the
term of its  facility  by six  months,  the  Partnership  will  need to obtain a
replacement   lender.  If  unable  to  obtain  a  replacement   lender,   future
distributions  to the partners may need to be reduced or  eliminated in order to
retire debt and the  Partnership may also need to sell assets.  Also,  while the
current loan requires interest only payments,  a replacement  lender may require
amortization  of  principal,  which would  reduce  further  cash  available  for
distribution.

5.       Subsequent Events

         The Boeing  747-100  was sold to TWA in April  2000 for $4.36  million.
Three hundred,  sixty thousand  dollars  ($360,000) of the sale price was offset
against the TWA deposit of a similar amount held by the Partnership. Proceeds of
the sale were used to pay down  $2.95  million  of debt and  $1.05  million  was
retained for working capital purposes.

         Kitty Hawk,  Inc.  (the parent  company of Kitty Hawk  Aircargo,  Inc.)
issued a press release on April 11, 2000 disclosing the resignation of its Chief
Financial  Officer,  a potential  major  write-down in the value of its fleet of

                                       9
<PAGE>

L-1011's,  lack of compliance  with certain debt covenants which may require the
expenditure  of $35 million to cure,  an inability  to meet a May 15th  interest
payment on senior secured notes and the fact that their  auditor's  opinion will
include a  going-concern  modification.  On April 11, 2000,  Standard and Poor's
lowered Kitty Hawk,  Inc.'s corporate credit,  bank loan and senior secured debt
rating from "B+" to "CCC."  Kitty  Hawk  failed to  make its  May 1, 2000  lease
payment and filed for protection  under Chapter 11 of the U.S.  Bankruptcy  Code
on the same day.   Kitty  Hawk  also  has  60  days  to  affirm  or  reject  the
Partnership's lease under Chapter 11 of the U.S. Bankruptcy code.

         In early May, the  Partnership  and Sky Trek agreed to a termination of
the lease on the Boeing  727-200  aircraft in order to obtain  possession of the
aircraft in an orderly manner.  The Partnership's  aircraft currently requires a
C-check.  The General  Partners are  evaluating  the options with respect to the
remarketing of the aircraft and its engines and past rent and reserves owed. Sky
Trek filed for protection  under Chapter 11 of the U.S.  Bankruptcy  Code on May
12, 2000.


                                       10
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

         This  report  may  contain,  in  addition  to  historical  information,
Forward-Looking  statements  that  involve  risks and other  uncertainties.  The
Partnership's  actual results may differ  materially  from those  anticipated in
these  Forward-Looking  statements.  Factors  that might cause such a difference
include  those  discussed  below,  as  well as  general  economic  and  business
conditions,  competition and other factors  discussed  elsewhere in this report.
The  Partnership  undertakes no obligation to release  publicly any revisions to
these  Forward-Looking  statements to reflect events or circumstances  after the
date hereof or to reflect the occurrence of anticipated or unanticipated events.

Liquidity and Capital Resources
- -------------------------------

         The Partnership owns and manages a diversified  portfolio of commercial
passenger  and  freighter  aircraft  and makes  quarterly  distributions  to the
partners of net cash flow  generated by operations  in the current  and/or prior
quarters.  In certain  situations,  the  Partnership  may retain  cash flow from
operations to finance authorized capital expenditures.

         The  Partnership  invests working capital and cash flow from operations
prior  to  its  distribution  to  the  partners  in  short-term,  highly  liquid
investments or a fund that invests in such  instruments.  At March 31, 2000, the
Partnership's  unrestricted  cash and cash equivalents of $793,000 was primarily
invested in such a fund. This amount was $1,080,000 less than the  Partnership's
unrestricted cash and cash equivalents at December 31, 1999 of $1,873,000.  This
decrease  in  unrestricted  cash was  attributable  to the  amount by which cash
distributions to partners and capitalized  aircraft  improvements  exceeded cash
generated by operating activities during the three months ended March 31, 2000.

         In 1999,  Sky Trek  succeeded in  attracting  additional  capital,  but
continues to struggle with  liquidity.  In  mid-April,  Sky Trek agreed with the
Federal  Aviation  Administration  to a suspension of operations due to problems
with its maintenance and training programs and personnel qualifications.  If Sky
Trek is unsuccessful in raising further additional capital,  the Partnership may
need to  repossess  the  aircraft  and search for a new lessee.  There can be no
assurance as to the  timeliness  or success of such a remarketing  effort.  (See
Note 5 to the unaudited Financial Statements, "Subsequent Events").

         Although  TWA had a cash  position of $165  million at March 31,  2000,
given TWA's historical financial difficulties,  its ongoing financial losses are
of concern.  A default or deferral of lease payments on the part of Sky Trek, or
Kitty  Hawk,  or any other  lessee,  may  affect  quarterly  distributions.  TWA
accounted for 41% of the Partnership's lease revenue during the first quarter of
2000.  Kitty Hawk was current on all payments to the Partnership as of March 31,
2000, but filed for Chapter 11 bankruptcy protection on May 1, 2000. (See Note 5
to the unaudited Financial Statements, "Subsequent Events").

         Other  assets  decreased  from  $50,000 at December 31, 1999 to $-0- at
March 31, 2000, due to a decrease in prepaid expenses.

         Payable to affiliates increased by $205,000,  from $491,000 at December
31,  1999 to  $696,000  at  March  31,  2000,  primarily  due to the  additional
management fees that have been accrued but not yet paid.

                                       11
<PAGE>


         Maintenance  reserves  payable  increased by $234,000  from $969,000 at
December 31, 1999 to $1,203,000 at March 31, 2000,  due to  maintenance  reserve
payments received from TNT, Kitty Hawk and Sky Trek.

         During the three months ended March 31, 2000, the Partnership paid cash
distributions   pertaining  to  the  fourth   quarter  of  1999.  The  quarterly
distribution  represented an annualized rate equal to 8% of contributed  capital
($.40  per  Unit).  The  amount of each  distribution  will be  determined  on a
quarterly basis after an evaluation of the  Partnership's  operating results and
its current and expected  financial  position.  A similar  distribution  for the
first quarter of 2000 was paid on April 25, 2000. With the reduction in rent and
sale of the Boeing 747 to TWA, the  Partnership  will be generating less cash on
an operating basis than is necessary to sustain this distribution level.

         Distributions  may be  characterized  for tax,  accounting and economic
purposes as a return of capital,  a return on capital,  or both.  The portion of
each cash  distribution  by a  partnership  which exceeds its net income for the
fiscal  period  may be deemed a return of  capital.  Based on the  amount of net
income reported by the Partnership for accounting purposes, approximately 99% of
the  cash  distributions   declared  for  the  quarter  ended  March  31,  2000,
constituted  a return  of  capital.  Also,  based on the  amount  of net  income
reported by the Partnership for accounting  purposes,  approximately  74% of the
cash  distributions  paid to the  partners  from  inception  of the  Partnership
through  March 31,  2000  constituted  a return of capital.  However,  the total
actual return on capital over the  Partnership's  life can only be determined at
the termination of the Partnership after all cash flows, including proceeds from
the sale of the aircraft, have been realized.

         In February  1999,  the lender further agreed to increase the borrowing
commitment from $10 million to $14.5 million and increase the interest rate from
1.25% to 1.5% over  prime,  all of which is due in April 2000.  The  outstanding
balance  under  this line of credit at March 31,  2000 was $14  million  and the
interest rate was 10.5%. Subject to the completion of the sale of the Boeing 747
to TWA, the current lender has agreed to a six month extension to the loan. (See
Note 5 to the unaudited Financial Statements, "Subsequent Events"). Although the
current  lender  agreed to extend the term of its  facility by six  months,  the
Partnership  will need to  obtain a  replacement  lender.  If unable to obtain a
replacement lender,  future distributions to the partners may need to be reduced
or eliminated in order to retire debt and the  Partnership may also need to sell
assets. The Limited  Partnership  Agreement permits the Partnership to borrow up
to 35% (or  $28,000,000)  of the original  offering  proceeds for  improvements,
enhancement or maintenance of aircraft.

         With the exception of the Boeing 747 aircraft,  discussed above, all of
the Partnership's  assets are subject to leases with remaining terms of at least
14 months.

         During the  quarter  ended March 31,  2000,  the  Partnership  invested
approximately  $1.3  million with respect to the overhaul of two engines for the
Boeing 727-200 aircraft leased to Kitty Hawk.

                                       12
<PAGE>

Results of Operations
- ---------------------

         The  Partnership's  net income was $15,000 for the three  months  ended
March 31, 2000 ("2000  Quarter") as compared to $290,000  for the quarter  ended
March 31, 1999 ("1999  Quarter").  Net income per limited  partnership unit also
decreased  to $.00 for the 2000 Quarter from net income of $.07 per Unit for the
1999 Quarter.

         The  decrease  in the  Partnership's  net income  for the 2000  Quarter
resulted  primarily from increases in depreciation,  interest expense and engine
rental expense,  partially offset by decreases in certain operating expenses and
slight increases in revenues, as discussed below.

         Depreciation  expense for the 2000 Quarter increased by $75,000, or 6%,
in  comparison  to  the  1999  Quarter.   The  increase  was  primarily  due  to
depreciation in the 2000 Quarter for the Boeing 727-200 aircraft leased to Kitty
Hawk. There was no corresponding expense in the 1999 Quarter, since the aircraft
was undergoing a cargo conversion.

         Interest expense increased by $135,000,  or 59%, in the 2000 Quarter as
compared to the 1999 Quarter,  due to an increase in borrowings and the interest
rate thereon, to fund capitalized aircraft improvements.

         Engine rental  expense was $84,000  during the 2000 Period,  due to the
Partnership  temporarily  renting two JT8D-9A engines,  from an affiliate of the
Managing  General  Partner,  for the aircraft leased to Kitty Hawk. There was no
corresponding expense during the 1999 Period.

         Interest  income for the 2000 Quarter  increased by $4,000,  or 24%, in
comparison to the 1999 Quarter.  The increase was primarily  attributable to the
higher cash balance  maintained  during the  beginning  of the first  quarter of
2000,  on which  interest  was  earned,  and higher  interest  rates in the 2000
Quarter compared to the 1999 Quarter.

         Management  and re-lease  fees payable to the General  Partners for the
2000 Quarter decreased  $9,000, or 6%, in comparison to the 1999 Quarter,  which
was  attributable  to higher cash expenses in the 2000 Quarter,  which serves as
the basis for incentive management fees.


                                       13
<PAGE>

                           PART II. OTHER INFORMATION
                           --------------------------


ITEM 6.  Exhibits and Reports on Form 8-K
         --------------------------------

         (a)  Exhibits and reports to be filed: none

              27. Financial Data Schedule (in electronic format only).

         (b)  The  Partnership  did not file any  reports on Form 8-K during the
              first quarter of the fiscal year ending December 31, 2000.


                                       14
<PAGE>

                                    SIGNATURE

         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.

                                    Pegasus Aircraft Partners, L.P.
                                    (Registrant)

                                    By: Air Transport Leasing, Inc.
                                        Administrative General Partner

Date:  May 12, 2000                 By: /s/ CARMINE FUSCO
                                        -----------------
                                        Carmine Fusco
                                        Vice President, Secretary, Treasurer and
                                        Chief Financial and Accounting Officer

                                       15

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE  CONTAINS SUMMARY FINANCIAL  INFORMATION  EXTRACTED FROM FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2000 OF PEGASUS AIRCRAFT  PARTNERS,  L.P., AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q
</LEGEND>

<S>                                                           <C>
<PERIOD-TYPE>                                                       3-MOS
<FISCAL-YEAR-END>                                             DEC-31-2000
<PERIOD-END>                                                  MAR-31-2000
<CASH>                                                            793,000
<SECURITIES>                                                            0
<RECEIVABLES>                                                     476,000
<ALLOWANCES>                                                            0
<INVENTORY>                                                             0
<CURRENT-ASSETS>                                                1,269,000
<PP&E>                                                         90,019,000
<DEPRECIATION>                                                 65,480,000  <F3>
<TOTAL-ASSETS>                                                 25,808,000
<CURRENT-LIABILITIES>                                           4,809,000
<BONDS>                                                        14,000,000
                                                   0
                                                             0
<COMMON>                                                                0
<OTHER-SE>                                                      6,999,000  <F2>
<TOTAL-LIABILITY-AND-EQUITY>                                   25,808,000
<SALES>                                                                 0
<TOTAL-REVENUES>                                                2,033,000
<CGS>                                                                   0
<TOTAL-COSTS>                                                   1,597,000
<OTHER-EXPENSES>                                                   58,000
<LOSS-PROVISION>                                                        0
<INTEREST-EXPENSE>                                                363,000
<INCOME-PRETAX>                                                    15,000
<INCOME-TAX>                                                            0
<INCOME-CONTINUING>                                                15,000
<DISCONTINUED>                                                          0
<EXTRAORDINARY>                                                         0
<CHANGES>                                                               0
<NET-INCOME>                                                       15,000
<EPS-BASIC>                                                             0  <F1>
<EPS-DILUTED>                                                           0
<FN>
<F1>REPRESENTS NET INCOME PER LIMITED PARTNERSHIP UNIT OUTSTANDING.
<F2>REPRESENTS AGGREGATE PARTNERSHIP CAPITAL.
<F3>INCLUDES PROVISIONS FOR WRITEDOWNS AND CERTAIN OTHER RESERVES.
</FN>


</TABLE>


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