-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ec3no+ErTuB3s6aAhYiQFFkiKhI6YQQyKJt/pumA5x9vsyKj0BnBhDGrSOj7IUeH L4dc+qKqykf3Iago2XFy9w== 0000799033-95-000011.txt : 19951121 0000799033-95-000011.hdr.sgml : 19951121 ACCESSION NUMBER: 0000799033-95-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951109 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRLEASE LTD CENTRAL INDEX KEY: 0000799033 STANDARD INDUSTRIAL CLASSIFICATION: 6172 IRS NUMBER: 943008908 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09259 FILM NUMBER: 95588740 BUSINESS ADDRESS: STREET 1: 733 FRONT ST STREET 2: P.O. BOX 193985 CITY: SAN FRANCISCO STATE: CA ZIP: 94119 BUSINESS PHONE: 4156279289 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1995 Commission file number 1-9259 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 94-3008908 (State of Incorporation) (I.R.S. Employer Identification No.) 733 Front Street, P.O. Box 193985, San Francisco, California 94119 (Address of principal executive offices) (Zip Code) (415) 627-9289 (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 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP I N D E X Page No. Part I - Financial Information: Item 1. Financial Statements Balance Sheets -- September 30, 1995 and December 31, 1994 ...............3 Statements of Income -- Three and nine months ended September 30, 1995 and 1994 ...............................................4 Condensed Statements of Cash Flows Nine months ended September 30, 1995 and 1994 ..........5 Notes to Condensed Financial Statements .................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ..........7 Part II - Other Information: Item 6. Exhibits and Reports on Form 8-K .......................9 Signatures.............................................10 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP BALANCE SHEETS
September 30, December 31, 1995 1994 (In thousands except unit data) (Unaudited) ASSETS Cash............................................ $ 0 $ 0 Finance leases - net ............................ 93,194 93,697 Operating leases - net .......................... 10,792 12,853 Notes receivable ................................ 1,096 673 Prepaid expenses and other assets ............... 535 319 ------ ------ Total assets ............................... $105,617 $107,542 ======== ======== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Distribution payable to partners ....... ....... $ 2,803 $ 2,196 Accounts payable and accrued liabilities ....... 1,754 1,259 Long-term notes payable ........................ 28,659 29,525 ------ ------ Total liabilities ........................... 33,216 32,980 ------ ------ COMMITMENTS AND CONTINGENCIES PARTNERS' EQUITY Limited partners (4,625,000 units outstanding) 71,677 73,816 General partner ................................ 724 746 ------ ------ Total partners' equity ....................... 72,401 74,562 ------ ------ Total liabilities and partners' equity .... $105,617 $107,542 ======== ========
See NOTES TO CONDENSED FINANCIAL STATEMENTS AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP STATEMENTS OF INCOME
Three Months Ended Nine Months Ended (Unaudited; in thousands September 30, September 30, except per unit amounts) 1995 1994 1995 1994 ---- ---- ---- ---- REVENUES Finance lease income .......................$2,413 $2,438 $7,171 $7,355 Operating lease rentals .................... 699 725 2,184 2,070 Other income ............................... 67 17 148 140 -- -- --- --- Total revenues ......................... 3,179 3,180 9,503 9,565 ----- ----- ----- ----- EXPENSES Interest ................................... 581 681 1,815 2,030 Depreciation - operating leases ............ 581 541 1,625 1,610 Fees to general partner .................... 196 198 591 606 Investor reporting ......................... 58 71 170 203 General and administrative ................. 38 68 128 157 --- --- ----- ----- Total expenses ......................... 1,454 1,559 4,329 4,606 ----- ----- ----- ----- Net Income .................................$1,725 $1,621 $5,174 $4,959 ====== ====== ====== ====== Net Income Allocated To: General Partner ............................$ 17 $ 16 $ 52 $ 50 ====== ====== ====== ====== Limited Partners ...........................$1,708 $1,605 $5,122 $4,909 ====== ====== ====== ====== Net Income Per Limited Partnership Unit ....$ 0.37 $ 0.35 $ 1.11 $ 1.06 ====== ====== ====== ======
See NOTES TO CONDENSED FINANCIAL STATEMENTS AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, (Unaudited; in thousands) 1995 1994 ---- ---- NET CASH FLOWS FROM OPERATING ACTIVITIES $ 7,137 $ 1,466 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Aircraft equipment purchase (66) (316) Casualty settlement proceeds 444 - (Increase)/decrease in notes receivable (423) (221) Rental receipts in excess of earned finance lease income 503 3,134 --- ----- Net cash from investing activities 458 2,597 --- ----- CASH FLOWS FROM FINANCING ACTIVITIES Borrowing under line of credit, net 553 5,674 Proceeds from issuance of long-term debt 600 0 Repayment of long-term debt (2,020) (3,292) Distributions paid to partners (6,728) (6,447) ------ ------ Net cash used by financing activities (7,595) (4,065) ------ ------ Increase/(decrease) in cash 0 (2) Cash at beginning of period 0 2 ----- ----- Cash at end of period $ 0 $ 0 ======== ======== ADDITIONAL INFORMATION Interest paid $ 1,356 $ 1,721 ========= ========
NON-CASH INVESTING AND FINANCING ACTIVITIES During the second quarter of 1994, accrued conversion costs were adjusted by $920,000. AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP NOTES TO CONDENSED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of the Partnership, necessary to a fair statement of the results for the interim periods. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The December 31, 1994 balance sheet included herein is derived from the audited financial statements included in the Partnership's Annual Report and incorporated by reference in the Form 10-K for the year ended December 31, 1994, but does not include all disclosures required by generally accepted accounting principles. The statements should be read in conjunction with the Organization and Significant Accounting Policies and other notes to financial statements included in the Partnership's Annual Report for the year ended December 31, 1994. 2. NET INCOME PER LIMITED PARTNERSHIP UNIT Net Income Per Limited Partnership Unit is computed by dividing the net income allocated to the Limited Partners by the weighted average units outstanding (4,625,000). AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources The partnership presently has four long-term debt facilities. At September 30, 1995, the following amounts were outstanding: $14.0 million on an 8.75% non-recourse note, collateralized by three aircraft leased to USAir; $6.7 million on a 7.4% non-recourse note collateralized by one aircraft leased to FedEx; $7.4 million under a non-recourse long-term revolving declining variable interest loan facility collateralized by a fourth aircraft leased to USAir; and $0.6 on a non-recourse variable interest loan facility which bears interest at LIBOR plus 2.5% and is collateralized by the partnership's interest in one aircraft leased to Finnair Oy. Under an interest-rate-cap agreement, the LIBOR rate cannot exceed 8.5%. Approximately $2.6 million of the revolving facilities' borrowing capacity remains available. Long-term borrowings at September 30, 1995 represent 19.2% of the original cost of aircraft presently owned by the partnership, including capitalized expenditures for upgrades. The terms of the Partnership Agreement permit debt to be at a level not exceeding 50% of such cost. Cash distributions paid in the first nine months of 1995 amounted to $6,728,000 versus $6,447,000 in the first nine months of 1994, an increase of $281,000. This increase in cash distribution principally reflects increased cash available from operations as defined in the Partnership Agreement. In September 1995, the partnership declared a $0.50 per unit quarterly distribution amounting to $2,336,000, equal to the prior quarterly distribution. Such distribution exceeded third quarter net income of $1,725,000 which resulted in a return of capital of $611,000. The partnership also declared a special cash distribution of $0.10 per unit from the casualty proceeds received on the partnership's one-third interest in one 737-200 aircraft which was declared a total loss. The partnership elected to make a special distribution after considering the small amount of casualty proceeds and the present lack of new investment opportunities which would provide an acceptable return to unitholders. Both cash distributions are payable on November 15, 1995 to unitholders of record as of the close of business on September 29, 1995. As stated in its prospectus, Airlease's intention is to distribute all cash available from operations, which can vary based upon receipt of rent and payment of expenses. The partnership may also distribute cash available from sales, refinancings, or casualty proceeds. Results of Operations Net income for the quarter ended September 30, 1995 was $1,725,000, an increase of $104,000 or 6% over the comparable 1994 three-month period. For the nine-month period ended September 30, 1995, net income was $5,174,000, an increase of 4.3% over the comparable 1994 nine-month period. Improved results for the three-and nine-month period primarily reflect lower interest expenses resulting from lower outstanding balances on the partnership's borrowing facilities discussed above. Total revenues for the three-and nine-month period ended September 30, 1995 were $3,179,000 and $9,503,000, respectively, compared with $3,180,000 and $9,565,000 for the comparable 1994 periods. Third quarter finance lease income declined reflecting the normal reduction as the portfolio matures. Operating rentals also declined reflecting the Continental casualty loss. Other income increased reflecting a small book gain from the casualty proceeds received on the 737-200 aircraft and higher interest income from notes receivable. For the 1995 nine-month period, finance lease income declined reflecting the normal reduction as the portfolio matures offset by the increase in operating lease rentals from the re-lease of an aircraft to Sun Jet. Portfolio Matters USAir, the partnership's major lessee (69% of total assets at September 30, 1995) recently announced it is holding discussions with United Airlines and American Airlines concerning possible strategic relationships up to and including acquisition of the airline. Any such discussions will be closely monitored by the partnership. TWA (7% of total assets at September 30, 1995) emerged from bankruptcy in August, one month earlier than expected. The airline is current on its scheduled monthly rent payments. PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27. Financial Data Schedule (b) Reports on Form 8-K. None. 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. AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP By: Airlease Management Services, Inc. General Partner November 9, 1995 By: /s/ David B. Gebler Date David B. Gebler President November 9, 1995 By: /s/ Robert A. Keyes, Jr. Date Robert A. Keyes, Jr. Chief Financial Officer EX-27 2
5 This schedule contains summary financial information extracted from SEC Form 10-Q and is qualified in its entirety by reference to such financial statements. 1000 9-MOS DEC-31-1995 SEP-30-1995 0 0 105,082 0 0 0 0 0 105,617 0 28,659 0 0 0 72,401 105,617 9,503 9,503 0 1,625 0 0 1,815 5,174 0 5,174 0 0 0 5,174 0 0
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