-----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, GtrCvpDJ8ziDpizOokUPznb6c4HZusKlmUcrrkDgThyiXueQqT0gzl67qvM0BYCX iHQBvzimqfYhBwSi7AdAbg== 0000948524-98-000077.txt : 19980814 0000948524-98-000077.hdr.sgml : 19980814 ACCESSION NUMBER: 0000948524-98-000077 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS AIRCRAFT INCOME FUND V CENTRAL INDEX KEY: 0000832923 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943068259 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-21977 FILM NUMBER: 98685002 BUSINESS ADDRESS: STREET 1: 201 HIGH RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: (203) 357- MAIL ADDRESS: STREET 1: 201 HIGH RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06927 10-Q 1 JUNE 30, 1998 10-Q 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 June 30, 1998 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 No. 33-21977 ---------------------- POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership State of Organization: California IRS Employer Identification No. 94-3068259 201 High Ridge Road, Stamford, Connecticut 06927 Telephone - (203) 357-3776 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, and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ This document consists of 11 pages. POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership FORM 10-Q - For the Quarterly Period Ended June 30, 1998 INDEX Part I. Financial Information Page Item 1. Financial Statements a) Balance Sheets - June 30, 1998 and December 31, 1997...........................................3 b) Statements of Operations - Three and Six Months Ended June 30, 1998 and 1997................................4 c) Statements of Changes in Partners' Capital (Deficit) -Year Ended December 31, 1997 and Six Months Ended June 30, 1998..........................5 d) Statements of Cash Flows - Six Months Ended June 30, 1998 and 1997................................6 e) Notes to Financial Statements...............................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........8 Part II. Other Information Item 1. Legal Proceedings.......................................9 Item 6. Exhibits and Reports on Form 8-K........................9 Signature .......................................................10 2 Part I. Financial Information ----------------------------- Item 1. Financial Statements POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership BALANCE SHEETS (Unaudited) June 30, December 31, 1998 1997 ---- ---- ASSETS: CASH AND CASH EQUIVALENTS $ 1,821,319 $ 53,802,187 RECEIVABLES 1,363 2,012 ------------ ------------ $ 1,822,682 $ 53,804,199 ============ ============ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT): PAYABLE TO AFFILIATES $ 181,957 $ 103,569 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 69,001 53,436 ------------ ------------ Total Liabilities 250,958 157,005 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General Partner (6,887,685) (1,674,489) Limited Partners, 500,000 units issued and outstanding 8,459,409 55,321,683 ------------ ------------ Total Partners' Capital 1,571,724 53,647,194 ------------ ------------ $ 1,822,682 $ 53,804,199 ============ ============ The accompanying notes are an integral part of these statements. 3 POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, -------- -------- 1998 1997 1998 1997 ---- ---- ---- ---- REVENUES: Rent from operating leases $ -- $1,501,456 $ -- $3,911,355 Interest 25,212 866,366 372,017 2,448,108 ---------- ---------- ---------- ---------- Total Revenues 25,212 2,367,822 372,017 5,359,463 ---------- ---------- ---------- ---------- EXPENSES: Depreciation and amortization -- 1,318,620 -- 2,297,427 Management fees to general partner -- -- -- 120,495 Operating 41,379 19,249 133,884 133,876 Administration and other 81,824 112,379 169,159 185,361 ---------- ---------- ---------- ---------- Total Expenses 123,203 1,450,248 303,043 2,737,159 ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (97,991) $ 917,574 $ 68,974 $2,622,304 ========== ========== ========== ========== NET INCOME (LOSS) ALLOCATED TO THE GENERAL PARTNER $ (980) $ 384,139 $ 1,248 $ 651,161 ========== ========== ========== ========== NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS $ (97,011) $ 533,435 $ 67,726 $1,971,143 ========== ========== ========== ========== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (0.19) $ 1.06 $ 0.14 $ 3.94 ========== ========== ========== ==========
The accompanying notes are an integral part of these statements. 4 POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited) Year Ended December 31, 1997 and Six Months Ended June 30, 1998 ------------------------------ General Limited Partner Partners Total ------- -------- ----- Balance, December 31, 1996 $ (1,505,679) $ 72,014,095 $ 70,508,416 Net income 2,022,302 3,027,587 5,049,889 Cash distributions to partners (2,191,112) (19,719,999) (21,911,111) ------------ ------------ ------------ Balance, December 31, 1997 (1,674,489) 55,321,683 53,647,194 Net income 1,248 67,726 68,974 Cash distributions to partners (5,214,444) (46,930,000) (52,144,444) ------------ ------------ ------------ Balance, June 30, 1998 $ (6,887,685) $ 8,459,409 $ 1,571,724 ============ ============ ============ The accompanying notes are an integral part of these statements. 5 POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, ------------------------- 1998 1997 ---- ---- OPERATING ACTIVITIES: Net income $ 68,974 $ 2,622,304 Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation -- 2,297,427 Changes in operating assets and liabilities, net of effect of sale of aircraft: Decrease (increase) in rent and other receivables 649 (49,756) Increase in other assets -- (1,472) Increase (decrease) in payable to affiliates 78,388 (99,370) Increase (decrease) in accounts payable and accrued liabilities 15,565 (26,419) Decrease in security deposits -- (225,000) Decrease in maintenance reserves -- (909,642) ------------ ------------ Net cash provided by operating activities 163,576 3,608,072 ------------ ------------ INVESTING ACTIVITIES: Proceeds from sale of aircraft -- 5,674,334 Payments to Purchaser related to sale of aircraft -- (2,290,443) Principal payments on notes receivable -- 587,308 Principal payments on finance sale of aircraft -- 533,770 ------------ ------------ Net cash provided by investing activities -- 4,504,969 ------------ ------------ FINANCING ACTIVITIES: Cash distributions to partners (52,144,444) (6,944,444) ------------ ------------ Net cash used in financing activities (52,144,444) (6,944,444) ------------ ------------ CHANGES IN CASH AND CASH EQUIVALENTS (51,980,868) 1,168,597 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 53,802,187 23,252,136 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,821,319 $ 24,420,733 ============ ============ The accompanying notes are an integral part of these statements. 6 POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. Accounting Principles and Policies In the opinion of management, the financial statements presented herein include all adjustments, consisting only of normal recurring items, necessary to summarize fairly Polaris Aircraft Income Fund V's (the Partnership's) financial position and results of operations. The financial statements have been prepared in accordance with the instructions of the Quarterly Report to the Securities and Exchange Commission (SEC) Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles (GAAP). These statements should be read in conjunction with the financial statements and notes thereto for the years ended December 31, 1997, 1996, and 1995 included in the Partnership's 1997 Annual Report to the SEC on Form 10-K. 2. Related Parties Under the Limited Partnership Agreement, the Partnership paid or agreed to pay the following amounts for the current quarter to the general partner, Polaris Investment Management Corporation, in connection with services rendered or payments made on behalf of the Partnership: Payments for Three Months Ended Payable at June 30, 1998 June 30, 1998 ------------- ------------- Out-of-Pocket Administrative and Selling Expense Reimbursement $103,648 $177,124 Out-of-Pocket Operating and Remarketing Expense Reimbursement 34,460 4,833 -------- -------- $138,108 $181,957 ======== ======== 3. Partners' Capital The Partnership Agreement (the Agreement) stipulates different methods by which revenue, income and loss from operations and gain or loss on the sale of aircraft are to be allocated to the general partner and the limited partners. Such allocations are made using income or loss calculated under GAAP for book purposes, which varies from income or loss calculated for tax purposes. Cash available for distributions, including the proceeds from the sale of aircraft, is distributed 10% to the general partner and 90% to the limited partners. The different methods of allocating items of income, loss and cash available for distribution combined with the calculation of items of income and loss for book and tax purposes result in book basis capital accounts that may vary significantly from tax basis capital accounts. The ultimate liquidation and distribution of remaining cash will be based on the tax basis capital accounts following liquidation, in accordance with the Agreement. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations As discussed below under "Liquidity and Cash Distributions", Polaris Investment Management Corporation (PIMC or the General Partner), is in the process of winding up the business of Polaris Aircraft Income Fund V (the Partnership). During 1997, the Partnership sold its remaining portfolio of 13 used aircraft out of its original portfolio of 14 aircraft. Partnership Operations The Partnership recorded a net loss of $97,991, or $0.19 per limited partnership unit for the three months ended June 30, 1998, compared to net income of $917,574, or $1.06 per limited partnership unit, for the three months ended June 30, 1997. The Partnership recorded net income of $68,974, or $0.14 per limited partnership unit for the six months ended June 30, 1998, compared to net income of $2,622,304, or $3.94 per limited partnership unit, for the six months ended June 30, 1997. The significant decline in operating results for the three and six months ended June 30, 1998, compared to the same periods in 1997, is due primarily to the sale of the Partnership's remaining aircraft in 1997 as discussed above. Interest income decreased during the three and six months ended June 30, 1998 compared to the same periods in 1997, primarily due to the repayment of notes receivable from AIA and Triton in November and December 1997, respectively. Liquidity and Cash Distributions Liquidity - As previously discussed, the Partnership sold its remaining aircraft during 1997. Polaris Investment Management Corporation, the general partner, has determined that the Partnership maintain cash reserves as a prudent measure to ensure that the Partnership has available sufficient funds to satisfy anticipated contingencies and expenses in connection with winding up its business. The Partnership's cash reserves will be monitored and may be revised from time to time as further information becomes available in the future. Cash Distributions - Cash distributions to limited partners during the three months ended June 30, 1997 were $3,750,000, or $7.50 per limited partnership unit. Cash distributions to limited partners during the six months ended June 30, 1998 and 1997 were $46,930,000 and 6,250,000, or $93.86 and $12.50 per limited partnership unit, respectively. The increase, as compared to 1997, is due to the distribution of the proceeds received from the prepayment of a note due from Triton Aviation Services V LLC on December 30, 1997. The Partnership is now in the process of winding up its business. With the exception of reserves maintained for anticipated expenses and costs of winding up, the Partnership distributed all of its available cash during 1997 and the first quarter of 1998. Consequently, the timing and amount of future cash distributions, if any, are not yet known and will depend upon whether the Partnership's reserves exceed its actual expenses and contingencies in winding up and on the time required to complete the winding up process. 8 Part II. Other Information -------------------------- Item 1. Legal Proceedings As discussed in Item 3 of Part I of Polaris Aircraft Income Fund V's (the Partnership) 1997 Annual Report to the Securities and Exchange Commission (SEC) on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly Report to the SEC on Form 10-Q (Form 10-Q) for the period ended March 31, 1998, there are a number of pending legal actions or proceedings involving the Partnership. Except as described below, there have been no material developments with respect to any such actions or proceedings during the period covered by this report. Ron Wallace v. Polaris Investment Management Corporation, et al. - On April 23, 1998, the Court consolidated for discovery purposes this action with the action entitled "Accelerated" High Yield Income Fund II, Ltd., L.P. v. Polaris Investment Management Corporation, et. al. On July 9, 1998, the Court denied the defendants' demurrer to dismiss the plaintiffs' second amended complaint. On July 28, 1998, defendants filed an answer to the second amended complaint. "Accelerated" High Yield Income Fund II, Ltd., L.P. v. Polaris Investment Management Corporation, et. al. - On April 23, 1998, the Court consolidated for discovery purposes this action with the action entitled Ron Wallace v. Polaris Investment Management Corporation, et al. On July 28, 1998, the Court granted defendants' motion to continue the trial date & extend the discovery cut-off; the Court set a new trial date of November 30, 1998. Other Proceedings - Item 10 in Part III of the Partnership's 1997 Form 10-K and Item 1 in Part II of the Partnership's Form 10-Q for the period ended March 31, 1998 discuss certain actions which have been filed against Polaris Investment Management Corporation and others in connection with the sale of interests in the Partnership and the management of the Partnership. The Partnership is not a party to these actions. There have been no material developments with respect to any of the actions described therein during the period covered by this report. Item 6. Exhibits and Reports on Form 8-K a) Exhibits (numbered in accordance with Item 601 of Regulation S-K) 27. Financial Data Schedule (in electronic format only). b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter for which this report is filed. 9 SIGNATURE Pursuant to the requirements of section 13 or 15(d) 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. POLARIS AIRCRAFT INCOME FUND V, A California Limited Partnership (Registrant) By: Polaris Investment Management Corporation, General Partner August 12, 1998 By: /S/Marc A. Meiches - ------------------------- --------------------- Marc A. Meiches Chief Financial Officer (principal financial officer and principal accounting officer of Polaris Investment Management Corporation, General Partner of the Registrant) 10 EX-27 2
5 6-MOS DEC-31-1998 JUN-30-1998 1821319 0 1363 0 0 0 0 0 1822682 0 0 0 0 0 1571724 1822682 0 372017 0 0 303043 0 0 68974 0 68974 0 0 0 68974 0.14 0
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