-----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, CGnqgT3KgkG/kVWuQKsw0XWyXnhxHE/a4IyR0jj/rAT+5MLm5q3SuquHT2dQojoo pUk/tAmniy2vgdWudZTlVQ== 0001092306-03-000322.txt : 20030813 0001092306-03-000322.hdr.sgml : 20030813 20030813172532 ACCESSION NUMBER: 0001092306-03-000322 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRLEASE LTD CENTRAL INDEX KEY: 0000799033 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 943008908 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-09259 FILM NUMBER: 03842579 BUSINESS ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4157651814 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 10QSB 1 airform10qsb.txt FORM 10-QSB FOR PERIOD ENDING JUNE 30, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 Form 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2003 Commission file number 1-9259 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP _________________________________________________________________ (Exact name of small business issuer as specified in its charter) California 94-3008908 _______________________ ____________________________________ (State of Organization) (I.R.S. Employer Identification No.) 555 California Street, 4th floor, San Francisco, CA. 94104 ____________________________________________________ __________ (Address of principal executive offices) (Zip Code) (415) 765-1814 ________________________________________________ (Issuer's telephone number, including area code) AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP I N D E X Page No. Part I - Financial Information: Item 1. Financial Statements (Unaudited) Balance Sheets -- June 30, 2003 and December 31, 2002..................3 Statements of Operations -- Three and six months ended June 30, 2003 and 2002....4 Statements of Cash Flows Six months ended June 30, 2003 and 2002..............5 Notes to Condensed Financial Statements................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..........8 Item 3. Controls and Procedures................................9 Part II - Other Information: Item 6. Exhibits and Reports on Form 8-K......................10 Signatures............................................11 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP BALANCE SHEETS JUNE 30, 2003 DECEMBER 31, (IN THOUSANDS EXCEPT UNIT DATA) (UNAUDITED) 2002* _____________________________________________________________________________________ ASSETS Cash and cash equivalents $ 2,837 $ 2,569 Finance leases - net 5,419 5,939 Operating leases - net 8,726 12,753 Aircraft held for lease 3,600 8,500 Prepaid expenses and other assets 39 50 _______ _______ Total assets $20,621 $29,811 ======= ======= LIABILITIES AND PARTNERS' EQUITY LIABILITIES Distribution payable to partners $ 234 $ 234 Accounts payable and accrued liabilities 245 345 Maintenance reserves 1,118 748 Taxes payable 0 0 Long-term notes payable 2,381 2,729 _______ _______ Total liabilities 3,978 4,056 _______ _______ COMMITMENTS AND CONTINGENCIES PARTNERS' EQUITY Limited partners (4,625,000 units outstanding) 16,477 25,498 General partner (46,717 units outstanding) 166 257 _______ _______ Total partners' equity 16,643 25,755 _______ _______ Total liabilities and partners' equity $20,621 $29,811 ======= ======= See accompanying notes to the condensed financial statements * The amounts are derived from the December 31, 2002, audited financial statements
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AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS THREE MONTHS ENDED SIX MONTHS ENDED (UNAUDITED; IN THOUSANDS JUNE 30, JUNE 30, _________________________________________________________________________________________________ EXCEPT PER UNIT AMOUNTS) 2003 2002 2003 2002 REVENUES Finance lease income $ 63 $ 75 $ 132 $ 155 Operating lease rentals 360 750 760 1,500 Other income 10 8 17 37 ________ _______ _______ ______ Total revenues 433 833 909 1,692 ________ _______ _______ ______ EXPENSES Interest 48 60 101 115 Depreciation 637 856 1,275 1,712 Management fee - general partner 65 96 132 193 Investor reporting 86 86 171 197 General and administrative 35 55 64 84 Tax on gross income 30 42 59 85 Impairment charge on aircraft 7,652 0 7,652 0 Aircraft maintenance and refurbishing 66 (26) 99 65 ________ _______ _______ ______ Total expenses 8,619 1,170 9,553 2,451 ________ _______ _______ ______ Net Loss $ (8,186) $ (337) $(8,644) $(759) ======== ======= ======= ====== Net Loss Allocated To: General Partner $ (82) $ (4) $ (86) $ (8) ======== ======= ======= ====== Limited Partners $ (8,104) $ (333) $(8,558) $ (751) ======== ======= ======= ====== Net Loss Per Limited Partnership Unit $ (1.75) $(0.07) $ (1.85) $(0.16) ======== ======= ======= ====== See accompanying notes to the condensed financials statements
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AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, (UNAUDITED; IN THOUSANDS) 2003 2002 ___________________________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (8,644) $ (758) Adjustments to reconcile net loss to net cash provided by operating activities: Impairment charge on aircraft 7,652 0 Depreciation 1,275 1,712 Decrease in accounts payable and accrued liabilities (100) (321) Increase in maintenance reserves 370 444 Increase/(decrease) in taxes payable 0 (139) Decrease/(increase) in prepaid expenses and other assets 11 (26) ________ ________ Net cash provided by operating activities 564 912 ________ ________ CASH FLOWS FROM INVESTING ACTIVITIES Rental receipts in excess of finance lease income 520 500 ________ ________ Net cash provided by investing activities 520 500 ________ ________ CASH FLOWS FROM FINANCING ACTIVITIES Repayment of long-term notes payable (348) (324) Distributions paid to partners (468) (8,035) ________ ________ Net cash used in financing activities (817) (8,359) ________ ________ Increase/(decrease) in cash and cash equivalents 268 (6,947) Cash and cash equivalents at beginning of period 2,569 9,432 ________ ________ Cash and cash equivalent at end of period $ 2,837 $ 2,485 ======== ======== ADDITIONAL INFORMATION Interest paid $ 104 $ 128 ======== ======== See accompanying notes to the condensed financials statements
5 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP NOTES CONDENSED TO FINANCIAL STATEMENTS SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION - The accompanying unaudited condensed financial statements of Airlease Ltd., A California Limited Partnership (the Partnership) reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of the Partnership, necessary to fairly state 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, 2002, 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, 2002. The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States for complete financial statements. 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, 2002. CASH EQUIVALENTS - The Partnership considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. FINANCE LEASES - Lease agreements, under which the Partnership recovers substantially all its investment from the minimum lease payments are accounted for as finance leases. At lease commencement, the Partnership records the lease receivable, estimated residual value of the leased aircraft, and unearned lease income. The original unearned income is equal to the receivable plus the residual value less the cost of the aircraft (including the acquisition fee paid to an affiliate of the general partner). The remaining unearned income is recognized as revenue over the lease term so as to approximate a level rate of return on the investment. OPERATING LEASES - Leases that do not meet the criteria for finance leases are accounted for as operating leases. The Partnership's undivided interests in aircraft subject to operating leases are recorded at carrying value of the aircraft at lease inception, less any impairment charges. Aircraft are depreciated over the related lease terms, generally five to nine years on a straight-line basis to an estimated salvage value, or over their estimated useful lives for aircraft held for lease, on a straight-line basis to an estimated salvage value. MAINTENANCE RESERVES - On certain operating leases the Partnership requires the lessees to pay aircraft maintenance reserves. The reserves will be applied toward the aircraft's future maintenance requirements. Reserves are collected for engines, airframe, and other aircraft components. The amount of the reserves is based on flight hours. LONG LIVED ASSETS IMPAIRMENT - The Partnership accounts for its long-lived assets, including Operating Leases and Aircraft Held for Lease, in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144 "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS". SFAS No. 144, was issued in October 2001 and addresses how and when to measure impairment on long-lived assets and how to account for long-lived assets that an entity plans to dispose of either through sale, abandonment, exchange, or distribution to owners. Under SFAS No. 144, an impairment loss is recognized in an amount equal to the difference between the carrying value and the fair value if the carrying value of an asset is not recoverable based on undiscounted future cash flows. On July 7, 2003, the Board of Directors of the General Partner of the Partnership approved a plan to sell the three off-lease MD-81 aircraft. The Partnership signed a purchase agreement with OLSF, LLC ("OLSF") to sell the three aircraft in intervals of 120 days, with the first aircraft being delivered on August 12, 2003. The purchase price per aircraft is $1,200,000. As a result of the contractual sale of the aircraft being lower than its book value, the 6 aircraft were written-down in the second quarter of 2003. The amount of the write-down per aircraft of $1,500,000 was equal to the difference between the carrying book value of $2,700,000 and the sale amount of $1,200,000. In the second quarter of 2003, management prepared an impairment evaluation on the two MD-82 aircraft currently on lease to CSI Aviation Services, Inc. on month-to-month basis. The evaluation indicated that the aircraft were impaired as defined by SFAS No. 144, and an impairment charge of $1,576,000 per aircraft was recorded. The new book value per aircraft after the impairment charge is $4,363,000. The fair values of these two MD-82 aircraft were determined by discounting the estimated future cash flows from leasing activities. In addition, the two aircraft on lease to CSI are leased on a month-to-month basis. Management is not able to predict when these leases will terminate, or, if they are terminated, when the aircraft may be leased again. If the leases with CSI were to terminate, management's best estimate is that the Partnership would be able to recover the net book value through a combination of lease rentals and sales proceeds over the life of the aircraft, however, if the Partnership's assumptions regarding renewal lease rates and terms are not realized, the Partnership could record additional impairment charges with respect to these aircraft. NET LOSS PER LIMITED PARTNERSHIP UNIT - Net loss per limited partnership unit is computed by dividing the net loss allocated to the Limited Partners by the weighted average limited partner units outstanding (4,625,000). RECLASSIFICATION - Certain reclassifications have been made to the prior year's financial statements to conform to the current year's presentation. CASH DISTRIBUTIONS - In June 2003, the Partnership declared a second-quarter 2003 cash distribution of $0.05 per unit totaling approximately $234,000 payable on August 15, 2003 to unitholders of record on June 30, 2003. As a result of this distribution and the first-quarter 2003 distribution, and the Partnership loss in the first and second quarters of 2003, Partnership equity declined to $16.6 million at June 30, 2003 from $25.8 million at December 31, 2002, and limited partner equity per unit declined to $3.56 from $5.51. The 2003 second-quarter cash distribution constitutes a return of capital. The 2002 second-quarter cash distribution was $0.11 per unit. The cash distributions paid in the first six months of 2003 totaled $468,000, or $0.10 per limited partnership unit, representing the regular fourth quarter 2002, and the first quarter 2003, distributions. SUBSEQUENT EVENT - On August 12, 2003, the Partnership entered into an agreement with OLSF, LLC to sell the three off-lease MD-81 aircraft in intervals of 120 days. The first aircraft was sold and delivered on August 12, 2003. Subject to satisfaction of customary closing conditions, the second aircraft is to be sold and delivered 120 days thereafter, and the third aircraft is to be sold and delivered 120 days after the sale and delivery of the second aircraft, unless OLSF exercises an option to purchase either aircraft prior to that date or OLSF and the Partnership mutually agree to a different date. The purchase price per aircraft is $1,200,000, which is equal to the carrying book value for the aircraft after giving effect to the impairment charges. The obligations of OLSF to purchase the aircraft are guaranteed by GA Telesis Turbine Technologies, LLC. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Partnership presently has one long-term debt facility. At June 30, 2003, the 7.4% non-recourse note collateralized by one aircraft leased to FedEx corporation ("Fed Ex"), had an outstanding balance of $2.4 million. This outstanding balance is 2.25% of the original cost of the aircraft presently owned by the Partnership, including capital expenditures for upgrades. The terms of the Limited Partnership Agreement permit debt to be at a level not exceeding 50% of such cost. The lease and debt facility mature in April 2006. In June 2003, the Partnership declared a second-quarter 2003 cash distribution of $0.05 per unit totaling approximately $234,000 payable on August 15, 2003 to unitholders of record on June 30, 2003. As a result of this distribution and the first-quarter 2003 distribution, and the Partnership loss in the first and second quarters of 2003, Partnership equity declined to $16.6 million at June 30, 2003 from $25.8 million at December 31, 2002, and limited partner equity per unit declined to $3.57 from $5.51. The 2003 second-quarter cash distribution constitutes a return of capital. The 2002 second-quarter cash distribution was $0.11 per unit. The cash distributions paid in the first six months of 2003 totaled $468,000, or $0.10 per limited partnership unit, representing the regular fourth quarter 2002, and first quarter 2003, distributions. PORTFOLIO MATTERS At June 30, 2003, the Partnership's portfolio consisted of six Stage-III commercial aircraft. Two were leased to CSI, one was leased to FedEx, and three were off-lease. The leases of the two aircraft leased to CSI were due to expire on March 1, 2003. CSI and the Partnership entered into a new agreement extending the leases on a month-to-month basis at a monthly rate of $60,000 per aircraft. The Partnership continues to actively search for new potential lessees for these two aircraft. The lease for a 727-200 FH aircraft to FedEx is scheduled to terminate in 2006. RESULTS OF OPERATIONS The Partnership reported a loss of $8,186,000 in the second quarter ended June 30, 2003, compared with last year's second quarter loss of $337,000. Revenues for the 2003 second quarter were $433,000, compared with last year's second quarter revenues of $833,000. Net loss for the first six months of 2003 was $8,644,000, compared with a net loss of $758,000 for the first six months of 2002. Revenues for the six-month period of 2003 were $909,000, compared with $1,692,000 for the first six months of 2002. The decline in earnings in the first half of 2003 results primarily from an increase in expenses, primarily due to aircraft impairment charges, and from the reduced revenues. The revenue reductions are primarily due to lower operating lease rental income associated with the two aircraft on lease to CSI Aviation Services, Inc. ("CSI"), and the scheduled decline in finance lease income in 2003 associated with the aircraft leased to FedEx. The lease terms for the CSI leases were extended in the fourth quarter of 2002 and again in the first quarter of 2003, each time at a reduced monthly rental rate that reflects current market conditions. The FedEx aircraft lease had a scheduled decline in finance lease income of $23,000 in the first six months of 2003 as compared with the first six months of 2002. Expenses for the first six months of 2003 were $9,553,000, an increase of $7,102,000 from $2,451,000 for the comparable 2002 period. The increase in expenses is primarily due to aircraft impairment charges in the second quarter of 2003 of $7,652,000. During the 2003 second quarter, the General Partner evaluated the carrying values of the three off-lease aircraft and the two 8 aircraft on lease to CSI under SFAS No. 144 and determined that these five aircraft were impaired. Accordingly, the carrying values were adjusted to estimated fair values. The increase in expenses was partially offset by lower interest expense in the first six months of 2003 as a result of the reduction in the Partnership's debt balances, and by lower management fees and taxes due to a smaller asset base and lower revenues. SUBSEQUENT EVENT: On August 12, 2003, the Partnership entered into an agreement with OLSF, LLC to sell the three off-lease MD-81 aircraft in intervals of 120 days. The first aircraft was sold and delivered on August 12, 2003. Subject to satisfaction of customary closing conditions, the second aircraft is to be sold and delivered 120 days thereafter, and the third aircraft is to be sold and delivered 120 days after the sale and delivery of the second aircraft, unless OLSF exercises an option to purchase either aircraft prior to that date or OLSF and the Partnership mutually agree to a different date. The purchase price per aircraft is $1,200,000, which is equal to the carrying book value for the aircraft after giving effect to the impairment charges. The obligations of OLSF to purchase the aircraft are guaranteed by GA Telesis Turbine Technologies, LLC. OUTLOOK The market conditions for aircraft leasing continue to be weak, as the supply of aircraft exceeds demand. The two aircraft on lease to CSI are leased on a month-to-month basis. Management is not able to predict when these leases will terminate, or, if they are terminated, when the aircraft may be leased again. If the leases with CSI were to terminate, management's best estimate is that the Partnership would be able to recover net book value through a combination of lease rentals and sales proceeds; however, if the Partnership's assumptions regarding renewal lease rates and terms are not realized, the Partnership could record additional impairment charges with respect to these aircraft. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The Partnership has included in this quarterly report certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Partnership's business, operations and financial condition. The words or phrases "can be", "may affect", "may depend", "expect", "believe", "anticipate", "intend", "will", "estimate", "project" and similar words and phrases are intended to identify such forward-looking statements. Such forward-looking statements are subject to various known and unknown risks and uncertainties and the Partnership cautions you that any forward-looking information provided by or on behalf of the Partnership is not a guarantee of future performance. Actual results could differ materially from those anticipated in such forward-looking statements due to a number of factors, some of which are beyond the Partnership's control, in addition to those discussed in the Partnership's public filings and press releases, including (i) changes in the aircraft or aircraft leasing market, (ii) economic downturn in the airline industry, (iii) default by lessees under leases causing the Partnership to incur uncontemplated expenses or not to receive rental income as and when expected, (iv) the impact of the events of September 11, 2001, additional terrorist threats or attacks, and war or other military involvement by the U.S. or others in Iraq or other regions, on the aircraft or aircraft leasing market and on the airline industry, (v) changes in interest rates and (vi) legislative or regulatory changes that adversely affect the value of aircraft. All such forward-looking statements are current only as of the date on which such statements were made. The Partnership does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events. ITEM 3. CONTROLS AND PROCEDURES (a) The Chief Executive Officer and the Chief Financial Officer of the General Partner of the Partnership, after evaluating the effectiveness of the Partnership's disclosure controls and procedures as of the end of the period covered by this quarter report, have concluded that the Partnership's disclosure of the controls and procedures are effective to ensure that information required to be disclosed by the Partnership in this quarterly report is accumulated and 9 communicated to the Partnership's management to allow timely decisions regarding required disclosure. (b) No change was made in the Partnership's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits: 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 10 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 AUGUST 13, 2003 By: _______________ ___________________________________ Date David B. Gebler Chairman, Chief Executive Officer and President AUGUST 13, 2003 By: _______________ ___________________________________ Date Robert A. Keyes Chief Financial Officer 11 EXHIBIT INDEX Exhibit Number Description ______________ ___________ 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-31 3 ex31-1.txt EXHIBIT 31.1 - FORM 302 CERTIFICATION - CEO EXHIBIT 31.1 CERTIFICATION I, David B. Gebler, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Airlease Ltd., A California Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and 5. The issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material witnesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: August 13, 2003 /s/ DAVID B. GEBLER _____________________________________ David B. Gebler Chairman, Chief Executive Officer and President EX-31 4 ex31-2.txt EXHIBIT 31.2 - FORM 302 CERTIFICATION - CFO EXHIBIT 31.2 CERTIFICATION I, Robert A. Keyes, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Airlease Ltd., A California Limited Partnership; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report; 4. The issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and 5. The issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of issuer's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material witnesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting. Date: August 13, 2003 /s/ ROBERT A. KEYES _______________________ Robert A. Keyes Chief Financial Officer EX-32 5 ex32-1.txt EXHIBIT 32.1 - FORM 906 CERTIFICATION - CEO EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2003 (the "Report") of Airlease Ltd., A California Limited Partnership (the "Partnership"), as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David B. Gebler, Chairman, Chief Executive Officer and President of Airlease Management Services, Inc., the General Partner of the Partnership, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Dated: August 13, 2003 /s/ DAVID B. GEBLER _________________________________ David B. Gebler Chairman, Chief Executive Officer and President A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP, AND WILL BE RETAINED BY AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP, AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. EX-32 6 ex32-2.txt EXHIBIT 32.2 - FORM 906 CERTIFICATION - CFO EXHIBIT 32.2 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2003 (the "Report") of Airlease Ltd., A California Limited Partnership (the "Partnership"), as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert A. Keyes, Chief Financial Officer of Airlease Management Services, Inc., the General Partner of the Partnership, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership. Dated: August 13, 2003 /s/ ROBERT A. KEYES _________________________________ Robert A. Keyes Chief Financial Officer A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, OR OTHER DOCUMENT AUTHENTICATING, ACKNOWLEDGING, OR OTHERWISE ADOPTING THE SIGNATURE THAT APPEARS IN TYPED FORM WITHIN THE ELECTRONIC VERSION OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906, HAS BEEN PROVIDED TO AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP, AND WILL BE RETAINED BY AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP, AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST. -----END PRIVACY-ENHANCED MESSAGE-----