UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER: 0-21480
JETFLEET AIRCRAFT II, L.P.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction
of incorporation or organization)
94-3137154
(I.R.S. Employer Identification No.)
1440 CHAPIN AVE., SUITE 310
BURLINGAME, CALIFORNIA
(Address of principal executive office)
94010
(Zip Code)
Registrant's telephone number,
including area code: (650) 696-3900
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 the filing requirements
for the past 90 days. /X/ Yes No
On November 12, 1997, 693,505 Limited Partnership Units were
outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JetFleet Aircraft II, L.P.
Balance Sheets
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
----- -----
(Unaudited)
<BTB>
<S> <C> <C>
Current assets:
Cash $ 1,111,037 $ 1,191,914
Accounts receivable 8,554 -
Reserves receivable
from lessees - 29,781
Lease payments receivable 315,000 540,000
------------- -------------
Total current assets 1,434,591 1,761,695
Aircraft and aircraft engines
under operating leases and
aircraft held for operating
leases, net of accumulated
depreciation of $12,875,263
in 1997 and $10,425,030 in 1996 11,985,380 14,435,613
Lease payments receivable - 180,000
Organization and offering costs,
net of accumulated amortization
of $140,814 in 1997
and $123,141 in 1996 15,222 32,895
------------- -------------
$ 13,435,193 $ 16,410,203
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable $ 93,454 $ 112,519
Accrued maintenance costs 738,010 501,072
Payable to affiliates 13,142 10,933
Security deposits 143,101 143,101
Unearned interest income 19,919 79,186
Prepaid rent received 176,948 27,553
------------- -------------
Total current liabilities 1,184,574 874,364
Unearned interest income - 8,793
------------- -------------
Total liabilities 1,184,574 883,157
Partners' capital 12,250,619 15,527,046
------------- -------------
$ 13,435,193 $ 16,410,203
============= =============
<FN>
See accompanying notes.
</TABLE>
JetFleet Aircraft II, L.P.
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
1997 1996 1997 1996
---- ---- ---- ----
<BTB>
<S> <C> <C> <C> <C>
Revenues:
Rental income $ 1,988,290 $ 1,996,667 $ 660,282 $ 726,426
Gain on sale of
equipment - 34,859 - -
Interest income 81,712 220,746 19,242 47,352
Other income - 94,081 - 94,081
----------- ----------- ---------- ---------
2,070,002 2,346,353 679,524 867,859
----------- ----------- ---------- ---------
Costs and expenses:
Management fees 76,831 107,231 27,643 61,774
Depreciation of
aircraft and
aircraft engines 2,450,233 2,443,569 816,744 816,444
Amortization of
organization and
offering costs 17,673 23,946 4,567 7,983
Maintenance costs (64,248) 119,252 - 14,252
General and
administrative 186,196 234,442 51,731 63.071
----------- ----------- ---------- ---------
2,666,685 2,928,440 900,685 963,524
----------- ----------- ---------- ---------
Net loss $ (596,683) $ (582,087)$ (221,161) $(95,665)
=========== =========== ========== =========
Allocation of net loss:
General partners $ (29,834) $ (29,104)$ (11,058)$ (4,783)
Limited partners (566,849) (552,983) (210,103) (90,882)
----------- ----------- ---------- ---------
$ (596,683) $ (582,087)$ (221,161)$(95,665)
=========== =========== ========== =========
Per Limited
Partnership Unit$ (0.82) $ (0.80)$ (0.30)$ (0.13)
=========== =========== ========== =========
Limited Partnership
Units outstanding 693,505 693,505 693,505 693,505
=========== =========== ========== ========
<FN>
See accompanying notes.
</TABLE>
JetFleet Aircraft II, L.P.
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months
Ended September 30,
1997 1996
<BTB>
<S> <C> <C>
Net cash provided by operating activities $ 2,193,867 $ 1,482,888
Investing activities:
Payments received on capital leases 405,000 1,395,000
Proceeds from sale of aircraft engines - 211,000
Purchase of interests in aircraft
and aircraft engines - (351,477)
---------- ---------
Net cash provided by investing activities 405,000 1,254,523
Financing activities -
Distributions (2,679,744) (2,679,482)
---------- ----------
Net (decrease) / increase in cash (80,877) 57,929
Cash, beginning of period 1,191,914 1,364,593
---------- ----------
Cash, end of period $ 1,111,037 $ 1,422,522
========== ==========
<FN>
See accompanying notes.
</TABLE>
JetFleet Aircraft II, L.P.
Notes to Financial Statements
September 30, 1997
(Unaudited)
1. Basis of Presentation
JetFleet Aircraft II, L.P. ("JetFleet II") is a California
limited partnership formed on June 24, 1991 for the purpose of acquiring a
portfolio of aircraft and aircraft engines, or interests therein,
which are subject to triple net leases. The accompanying
unaudited financial statements reflect all adjustments (consisting of only
normal recurring accruals) which are, in the opinion of CMA
Capital Group, the Corporate General Partner ("Group"), necessary for a
fair presentation of the financial results. The results of operations
of such period are not necessarily indicative of results of
operations for a full year. The statements should be read in conjunction
with the Summary of Significant Accounting Policies and other notes to
financial statements included in JetFleet II's Annual Report on
Form 10-K for the period ended December 31, 1996.
2. Equipment Under Operating Leases
Dash-7 aircraft
JetFleet II holds 75.53% and 100.00% undivided interests in two
deHavilland DHC-7-103 aircraft, serial number 72 ("S/N 72") and
serial number 11 ("S/N 11"), respectively, and JetFleet II also
holds 4.00% and 100.00% undivided interests in two deHavilland DHC-7-102
aircraft, serial number 57 ("S/N 57") and serial number 44 ("S/N
44"), respectively (collectively, the "Dash-7's"). The remaining
undivided interests in S/N 72 and S/N 57 are held by the seller
and JetFleet Aircraft, L.P. ("JetFleet"), a California limited
partnership and an affiliate of JetFleet II (collectively, the
"Co-Owners").
At the time of purchase, the Dash-7's were subject to triple
net leases with Johnson Controls World Services, Inc. ("JCWS") for two
year terms, renewable in one year increments for an aggregate
period of eight years. JCWS operated the aircraft under an eight year
contract, which commenced in 1986, with the United States Army for
use in the Marshall Islands at the site of the Army's deep space
research center where missile guidance systems are tested.
During 1994, the leases with JCWS for S/N 57, S/N 11 and S/N 44
were extended through September 30, 1995, at reduced rent (S/N 72,
as discussed below, was returned by JCWS during 1993). A new
contract with the United States Army commenced on February 15, 1995 for a
term of two years with three two-year renewal options. The contract was
awarded to Range Systems Engineering, a subsidiary of Raytheon
Service Company ("Raytheon"). JetFleet II's management
anticipates that the leases will continue for as long as the underlying
government contract continues, although there is no contractual
requirement to this effect. During 1995 the lease was extended
through September 30, 1996 and, during 1996, an agreement was
reached to extend the lease through September 30, 1998 at a reduced rental
rate, with an option to extend the term for two additional years.
S/N 72, which, at the time of purchase, was subject to the same
contract with JCWS as S/N 57, S/N 44 and S/N 11, was returned by
JCWS during June 1993. In August 1993, S/N 72 was leased to Eclipse
Airlines. Upon its return from Eclipse, S/N 72 was leased to The
AGES Group, L.P. ("AGES") for the period December 22, 1993 through
September 1, 1994. Upon its return by AGES, S/N 72 underwent
scheduled maintenance and other repair work.
On March 31, 1995, S/N 72 was leased to the National Airline
Commission of Papua New Guinea ("Air Niugini") for a term of six
months. The lease was subsequently extended
JetFleet Aircraft II, L.P.
Notes to Financial Statements
September 30, 1997
(Unaudited)
2. Equipment Under Operating Leases (continued)
Dash-7 aircraft (continued)
until October 31, 1995. JetFleet collected a total of $189,581 in
monthly lease payments from Air Niugini during the term of the lease.
In addition, Air Niugini paid JetFleet its pro-rata share of
maintenance costs of $121,058. Upon its return by Air Niugini,
S/N 72 underwent certain scheduled maintenance and other repair work.
On April 25, 1996, S/N 72 was leased to Air Tindi Limited ("Air
Tindi") for a term of thirty-six months. Air Tindi has provided a
letter of credit which serves as a security deposit under the
lease. In addition, Air Tindi pays JetFleet II its pro-rata share of
maintenance costs per hour of usage, which amount is to be applied
for scheduled overhauls and inspections. Air Tindi is a regional
airline headquartered in Yellowknife, Northwest Territories,
Canada and provides charter and regularly scheduled flights throughout
the Northwest Territories.
Other aircraft
JetFleet II owns a 100.00% undivided interest in a deHavilland
DHC-6-310, serial number 666 ("S/N 666"), a 100.00% undivided
interest in a Fairchild Metro III SA-227-AC aircraft, serial
number AC-576 ("S/N 576"), and a 50% undivided interest in a Fairchild
SA226-TC aircraft, serial number TC-370 ("S/N TC-370"). The remaining
undivided interest in S/N TC-370 is owned by JetFleet III, an
affiliate of JetFleet II.
S/N 666 is leased to Loganair Limited, a British Airways
franchisee ("Loganair"), for a term expiring on January 30, 1998.
S/N 576 is subject to a lease with Merlin Express, Inc., a
subsidiary of Fairchild Aircraft Incorporated ("Merlin"), for a
term expiring on July 18, 1999. The lease contains a guaranty by
Fairchild Aircraft Incorporated for basic rent in an amount not to
exceed a total aggregate amount of $90,000. Merlin also pays, on
a monthly basis, maintenance costs per hour of usage. JetFleet II
holds a security deposit from Merlin of $45,000.
S/N TC-370 is subject to a lease with Sunbird Air Services,
Ltd. for a term expiring September 30, 2000. The Sunbird Lease
contains a guaranty by Air Metro for basic rent in an amount not to exceed a
total aggregate amount of $29,250 (which guaranty is shared
equally by JetFleet II and JetFleet III). Sunbird also pays, on a monthly
basis, maintenance costs per hour of usage.
Engines
JetFleet II holds 100.00% undivided interests in twenty five
used aircraft engines consisting of twenty three Pratt & Whitney PT6
engines and two Allison A-250-C30P engines (collectively, the
"Airwork Engines").
The Airwork Engines acquired by JetFleet II are leased back to
the seller ("Airwork") pursuant to a master lease (the "Airwork
Lease") between Airwork and JetFleet II. The Airwork Lease is a triple
net lease and has an initial seven-year term, and Airwork has two two-
year renewal options. Upon the purchase of each engine by
JetFleet Aircraft II, L.P.
Notes to Financial Statements
September 30, 1997
(Unaudited)
2. Equipment Under Operating Leases (continued)
Engines (continued)
JetFleet II, Airwork was required to pay a security deposit equal
to one month of rent.
During January 1996, Airwork notified JetFleet II of the loss
of one of the Airwork Engines (the "First Lost Airwork Engine").
Ratherthan replace the First Lost Airwork Engine, Airwork chose to pay
$211,000 to JetFleet II (the stipulated loss value as stated in
the Airwork Lease).
During June 1996, Airwork notified JetFleet II of the loss of
another one of the Airwork Engines (the "Second Lost Airwork
Engine"). Airwork replaced the Second Lost Airwork Engine with an
engine of equal value, utility and operating condition.
JetFleet II also holds a 100.00% undivided interest in a Pratt &
Whitney PT6A-50 aircraft engine (the "AEI Engine"). The AEI
Engine is one of two engines purchased from AEI in December 1993. During
1994, both engines were returned to JetFleet II by AEI. During
December 1994, JetFleet II sold one of the engines to deHavilland,
Inc. The remaining AEI Engine is currently being held in
inventory as a spare, and JetFleet II management is negotiating lease and/or
sale arrangements for it.
3. Investment in Capital Leases
McDonnell Douglas DC-9 Aircraft
JetFleet II owns a 50.00% interest in a McDonnell Douglas DC-9-
32, serial number 47236 (the "Initial DC-9"). JetFleet owns the
remaining 50.00% interest in the Initial DC-9. The Initial DC-9
is leased back to the seller, Interglobal, Inc. ("Interglobal") for
thirty-six months. It is currently sub-leased to and being
operated by Aero California S.A. de CV. Interglobal assigned its rights
under the sublease to the Co-Owners. JetFleet II's investment in the
Initial DC-9 is being accounted for as a capital lease.
Interglobal has a purchase option for a nominal amount which may be exercised
upon expiration of the Initial DC-9 Lease. During the nine months
ended September 30, 1997 JetFleet II recorded $13,424 of interest
income attributable to the Initial DC-9 Lease.
On July 10, 1995, JetFleet II purchased a 100.00% interest in a
McDonnell Douglas DC-9-14 aircraft, serial number 45702 (the "Second
DC-9"). The Second DC-9 is subject to a lease and sub-lease with
terms identical to those of the Initial DC-9. During the nine
months ended September 30, 1997, JetFleet II recorded $54,636 of interest
income attributable to the Second DC-9 Lease.
On August 31, 1995, JetFleet II purchased a 100.00% interest in
a McDonnell Douglas DC-9-32 aircraft, serial number 47553 (the
"Third DC-9"). The Third DC-9 was also subject to a lease and sub-lease
with terms identical to those of the Initial DC-9. During the
second quarter of 1996, JetFleet II agreed to sell its interest in the
JetFleet Aircraft II, L.P.
Notes to Financial Statements
September 30, 1997
(Unaudited)
3. Investment in Capital Leases (continued)
McDonnell Douglas DC-9 Aircraft (continued)
Third DC-9 to Interglobal, the seller. JetFleet II also agreed to
terminate the lease with Interglobal, reassign the sublease with
AeroCalifornia S.A. de CV back to Interglobal and issue a Bill of Sale
to Interglobal. JetFleet II management is currently negotiating
investment opportunities for the sale proceeds.
4. Other
On April 8, 1997 a Registration Statement on Form S-4 was filed
with the Securities and Exchange Commission disclosing a proposed
consolidation of JetFleet and JetFleet II into a newly incorporated
Delaware corporation, AeroCentury Corp. The Registration
Statement was declared effective on September 23, 1997 and the proposed
consolidation has been submitted to the limited partners of
JetFleet and JetFleet II for their approval. If the consolidation is
approved, JetFleet and JetFleet II will cease to exist as
independent entities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Capital Resources and Liquidity
At the end of the third quarter of 1997, JetFleet II had cash
balances of $1,111,037. This amount was held for the distribution
made to the Unitholders in October 1997 for the months of August
and September and to pay for accrued expenses.
During the first nine months of 1997, JetFleet II's primary
sources of liquidity were cash flows from leasing operations and
capital lease payments. JetFleet II's liquidity will vary in the
future, increasing to the extent cash flows from operations exceed
expenses, and decreasing as distributions are made to the
Unitholders and to the extent expenses exceed cash flows from leases.
JetFleet II uses substantially all its operating cash flow to
make cash distributions to its Unitholders. Since JetFleet II's leases
are triple net leases (the lessee pays operating and maintenance
expenses, insurance and taxes), JetFleet II does not anticipate
that it will incur significant operating expenses in connection with
its ownership interest in the Aircraft as long they remain on lease.
However, JetFleet II incurred repair costs in 1996 for S/N 72
which were $105,000 in excess of the amounts collected from lessees.
During 1997, JetFleet II recorded an adjustment for reimbursement
of maintenance costs previously expensed and paid.
JetFleet II currently has available adequate reserves to meet
its immediate cash requirements.
From January 1996 through September 1997, JetFleet II made
distributions at an annualized rate of 10%. JetFleet II ceased
cash distributions to its partners effective October 1, 1997. If the
proposed consolidation discussed in Note 4 is not approved by the
partners, JetFleet will use its cash flow to reinvest in
additional aircraft assets. JetFleet II currently has available adequate
reserves to meet its immediate cash requirements.
1997 versus 1996
Cash flows from operations increased $711,000. During the
first nine months of 1997, JetFleet II had cash inflows of approximately
$237,000 in maintenance reserves from lessees, payments on
accounts receivables of approximately $21,000 and prepaid rent of
approximately $149,000. Such inflows were partially offset by the
relief of payables of approximately $17,000 and the realization of
unearned income of approximately $68,000. During the first nine
months of 1996, JetFleet II had cash inflows of $45,000 and
$19,000 from payments on receivables and prepaid rent, respectively. Such
inflows were offset by payment of accrued maintenance costs of
approximately $40,000 and other payables of approximately $52,000,
and realization of unearned income and a gain on sale of
approximately $340,000 and $35,000, respectively.
Cash flows from investing activities were approximately $849,000
lower during the first nine months of 1997 than during the same
period of 1996. This was due to a decrease in payments on capital
leases as a result of the sale of the Third DC-9 during the second
quarter of 1996. In addition, JetFleet II purchased aircraft for
approximately $140,000 during 1996.
In 1997 and 1996, there were no financing sources of cash.
Cash distributions to Unitholders were the same in both years.<PAGE>
Results of Operations
JetFleet II recorded net losses of ($596,683) and ($582,087) or
($0.82) and ($0.80) per Limited Partnership Unit outstanding for
the nine months ended September 30, 1997 and 1996, respectively, and
($221,161) and ($95,665) or ($0.30) and ($0.13) per Limited
Partnership Unit outstanding for the three months ended September
30,1997 and 1996, respectively.
The increased loss for the nine month and three month periods
was due to the decrease in lease payments as a result of the sale of
the Third DC-9 and decreased rent for the Dash-7 aircraft. These
items were only partially offset by a decrease in management fees,
maintenance costs and general and administrative expenses.
1997 versus 1996
Rental income decreased approximately $9,000 and $66,000 for
the nine month and three month periods, respectively. The decrease
for the nine month and three month periods was primarily due to the
decreased rent for S/N 44, S/N 57 and S/N 11, which was only
partially offset by the additional rent received for S/N 72 during
1997.
Depreciation was approximately the same in the three month
periods of both years. Depreciation was approximately $6,000 higher for
the nine month period of 1997 due to the purchase of S/N TC-370 on
February 27, 1996.
Management fees were approximately $30,000 and $34,000 lower
for the nine month and three month periods, respectively. The
decreases were a result of lower lease revenues and the prepayment of
consulting fees to a third party during 1996.
General and administrative expenses decreased approximately
$48,000 during the nine months ended September 30, 1997 compared
to the same period in 1996. In 1996, such expenses included
insurance costs associated with S/N 72 during its off-lease period. No
insurance costs were incurred during the nine month period in
1997. General and administrative expenses were approximately $11,000
lower in the three month period ended September 30, 1997 compared to the
same period in 1996, as a result of lower operating expenses.
Maintenance costs decreased approximately $14,000 and $184,000
for the three month and nine month periods ended September 30, 1997
from the same periods in 1996, because JetFleet II did not incur any
repair costs in 1997 for S/N 72, as a result of it being on lease
subject to a triple net lease. During 1997, JetFleet II also
recorded an adjustment for reimbursement of maintenance expenses
previously expensed and paid.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized on November 12, 1997.
JETFLEET AIRCRAFT II, L.P.
<TABLE>
<BTB>
<S> <C>
By: CMA Capital Group,
Managing General Partner
By: /s/ Neal D. Crispin
--------------------
Neal D. Crispin
Title: Chief Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1934,
this report has been signed below by the following persons in the
capacities indicated on November 12, 1997.
<TABLE>
<BTB>
<S> <C>
Signature Title
/s/ Neal D. Crispin Chief Executive and Chief Financial
- --------------------- Officer and Chairman of the Board of
Neal D. Crispin Directors of the Managing General
Partner
/s/ Richard D. Koehler Executive Vice President and
- ---------------------- Director of the Managing General
Richard D. Koehler Partner
</TABLE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ------------ ------------ ---------
EX-27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,111,037
<SECURITIES> 0
<RECEIVABLES> 323,554
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,434,591
<PP&E> 24,860,643
<DEPRECIATION> (12,875,263)
<TOTAL-ASSETS> 13,435,193
<CURRENT-LIABILITIES> 1,184,574
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 12,250,619
<TOTAL-LIABILITY-AND-EQUITY> 13,435,193
<SALES> 0
<TOTAL-REVENUES> 2,070,002
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,666,685
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (596,683)
<INCOME-TAX> 0
<INCOME-CONTINUING> (596,683)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (596,683)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
