UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2002
Commission file number 1-9259
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
______________________________________________________
(Exact name of registrant 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
____________________________________________________
(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 [ ]
EXPLANATORY NOTE
This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2002 is being filed solely to (a) include as
Exhibit 99.1 and Exhibit 99.2 the certifications required by Section 906 of the
Sarbanes-Oxley Act of 2002, which became effective on July 30, 2002, (b) correct
an error in two line items (Tax on income and Aircraft maintenance and
refurbishing) of the Registrant's Statements of Operations for the three month
and six month periods ended June 30, 2002, and (c) to add disclosure in Part I,
Item 1 and Part II, Item 2 concerning the recently bankruptcy filing made by US
Airways. No other revisions have been made to the Registrant's financial
statements or any other disclosure contained in such Quarterly Report and the
corrections to the Statements of Operations due not change the previously
reported Total expenses or Net (Loss)/Income of the Registrant for the three
month and six month periods ended June 30, 2002.
[The remainder of this page has been intentionally left blank]
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
BALANCE SHEETS
June 30,
2002 December 31,
(In thousands except unit data) (Unaudited) 2001
____________________________________________________________________________________
ASSETS
Cash and cash equivalents $ 2,485 $ 9,432
Finance leases - net 6,449 6,949
Operating leases - net 13,533 14,218
Aircraft held for lease 20,299
21,326
Notes receivable 544 544
Prepaid expenses and other assets 85 60
________ ________
Total assets $ 43,395 $ 52,529
======== ========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Distribution payable to partners $ 514 $ 7,521
Deferred income 509 509
Accounts payable and accrued liabilities 725 602
Taxes Payable 84 223
Long-term notes payable 3,065 3,389
________ ________
Total liabilities 4,897 12,244
________ ________
COMMITMENTS AND CONTINGENCIES
PARTNERS' EQUITY
Limited partners (4,625,000 units outstanding) 38,113 39,882
General partner 385 403
________ ________
Total partners' equity 38,498 40,285
________ ________
Total liabilities and partners' equity $ 43,395 $ 52,529
======== ========
3
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) 2002 2001 2002 2001
REVENUES
Finance lease income $ 75 $1,235 $ 155 $2,771
Operating lease rentals 750 246 1,500 246
Other income 8 9 37 23
- - -- --
Total revenues 833 1,490 1,692 3,040
________ ______ ________ ______
EXPENSES
Interest 60 149 115 323
Depreciation 856 145 1,712 145
Management fee - general partner 96 142 193 288
Investor reporting 86 87 197 193
General and administrative 55 37 84 53
Tax on gross income 42 184 85 369
Aircraft maintenance and refurbishing (26) 0 65 0
________ ______ ________ ______
Total expenses 1,170 744 2,451 1,371
________ ______ ________ ______
Net (Loss)/Income $ (337) $ 746 $ (758) $1,669
======== ====== ======== ======
Net (Loss)/Income Allocated To:
General Partner $ (3) $ 7 $ (8) $ 17
======== ====== ======== ======
Limited Partners $ (333) $ 739 $ (751) $1,652
======== ====== ======== ======
Net (Loss)/Income Per Limited
Partnership Unit $ (0.07) $ 0.16 $ (0.16) $ 0.36
======== ====== ======== ======
4
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
(Unaudited; in thousands) 2002 2001
_____________________________________________________________________________________________
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss)/Income $ (758) $ 1,669
Adjustments to reconcile net (loss)/income to net cash provided
by operating activities:
Depreciation 1,712 145
Increase in accounts payable and accrued liabilities 123 334
Decrease in taxes payable (139) (136)
Decrease/(Increase) in prepaid expenses and other assets (26) 57
Increase in accounts receivable 0 (90)
_______ ________
Net cash provided by operating activities 912 1,979
_______ ________
CASH FLOWS FROM INVESTING ACTIVITIES
Rental receipts in excess of earned finance lease income 500 4,522
_______ ________
Net cash provided by investing activities 500 4,522
_______ ________
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments under lines of credit, net 0 (1,765)
Repayment of long-term notes payable (324) (791)
Distributions paid to partners (8,035) (3,877)
_______ ________
Net cash used by financing activities (8,359) (6,433)
_______ ________
Increase (decrease) in cash and cash equivalents (6,947) 68
Cash and cash equivalents at beginning of period 9,432 17
_______ ________
Cash and cash equivalents at end of period $ 2,485 $ 85
======= ========
ADDITIONAL INFORMATION
Interest paid $ 1 $ 310
======= ========
5
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING POLICIES
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 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, 2001 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, 2001,
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,
2001.
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. 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.
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).
6
PART II. OTHER INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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, 2002, the
7.4% non-recourse note collateralized by one aircraft leased to FedEx had an
outstanding balance of $3.1 million. The facility matures in April 2006.
At June 30, 2002, long-term borrowings of $3.1 million represented 2.9% 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.
Cash distributions paid in the first six months of 2002 were $1.72 per limited
partnership unit, representing the regular first-quarter 2002 distribution of
$0.11 per unit, the regular 2001 fourth-quarter cash distribution of $0.11 per
unit, and a special distribution of $1.50 per unit as a result of the sale of
one MD-82 aircraft in December 2001.
In June 2002, the Partnership declared a second-quarter 2002 cash distribution
of $0.11 per unit totaling $513,889 payable on August 15, 2002 to unitholders of
record on June 28, 2002. As a result of this distribution and the first-quarter
2001 distribution, and the Partnership loss for the first six months of 2002,
Partnership equity declined to $38.5 million at June 30, 2002 from $40.3 million
at December 31, 2001, and limited partner equity per unit declined to $8.24. The
second quarter cash distribution constitutes a return of capital. The 2001
second-quarter cash distribution was $0.38 per unit.
RESULTS OF OPERATIONS
The Partnership reported a loss of $337,000 in the second quarter ended June 30,
2002, compared with last year's second quarter earnings of $746,000. Revenues
for the 2002 second-quarter were $833,000, compared with last year's second
quarter revenues of $1,490,000. Net loss for the first six months of 2002 was
$758,000, compared with a net income of $1,669,000 for the first six months of
2001. Revenues for the six-month period were $1,692,000, compared with
$3,040,000 for the first six months of 2001.
The revenue reductions are primarily due to the expiration of the lease with US
Airways for five aircraft in the fourth quarter of 2001, three of which remain
off lease; the sale of one aircraft in December 2001; and the scheduled decline
in finance lease income in 2002 associated with the aircraft leased to FedEx.
The decline in earnings results from the reduced revenues, together with an
increase in expenses primarily due to an increase in depreciation expense.
Expenses for the first six months of 2002 were $2,451,000, an increase of
$1,080,000 from $1,371,000 for the comparable 2001 period. The increase in
expenses is primarily due to depreciation expense of $1,712,000 for the first
six months of 2002 related to aircraft subject to operating leases and to
aircraft available for lease. Depreciation expense in the first half of 2001 was
$145,000. The increase in expenses due to depreciation expense was partially
offset by lower interest expense in the first six months of 2002 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.
7
PORTFOLIO MATTERS
At June 30, 2002, the Partnership's portfolio consisted of six Stage-III
commercial aircraft. Two are leased to CSI Aviation Services, Inc., one to
FedEx, and three are off lease.
In June 2002, the Partnership commenced litigation against US Airways seeking to
recover damages for US Airways' failure to return three MD-82 aircraft leased to
US Airways following lease expiration on September 30, 2001 and to pay rent due
on the aircraft. The lawsuit was filed in California court by First Union
National Bank, as trustee for the Partnership, the beneficial owner of the
aircraft. The Partnership commenced the litigation after negotiations with US
Airways failed to result in return of the aircraft.
In the lawsuit, the Partnership asserts that US Airways breached its obligations
under the lease by failing to return the three aircraft by the date specified in
the lease and in the condition prescribed by the lease, and by failing to pay
rent due on the aircraft. The Partnership is seeking damages from US Airways
including past due rent, rent that may accrue after the filing of the lawsuit,
and the cost of restoring the aircraft to the condition prescribed by the lease.
On August 11, 2002, US Airways Airlines Inc. filed voluntary petitions for
reorganization under Chapter 11 of the bankruptcy code. Subsequently, the
bankruptcy court issued an order allowing US Airways to reject the lease
relating to three aircraft which the Partnership previously leased to US
Airways. The Partnership is evaluating the effect of the filing and the order on
its lawsuit against US Airways and US Airways contractual obligations to the
Partnership. At this time the Partnership is unable to evaluate or determine the
effect of the filing and the order on the litigation, these obligations, or the
collectability of its claims against US Airways. In addition, the Partnership
believes that the bankruptcy filing and the order may adversely affect the
ability or willingness of US Airways to return the three aircraft under a now
expired lease to US Airways in the conditions stipulated in the lease. Among
other things, in light of the bankruptcy filing and the order, the Partnership
may have to refurbish the aircraft at its own expense in order to lease them to
others without any assurance of reimbursement from US Airways. The Partnership
will monitor the bankruptcy process involving US Airways.
OUTLOOK
The market conditions for aircraft leasing declined in 2001 in particular after
September 11, 2001 and during the first half of 2002, when reduction in
air-traffic demand, caused the supply of aircraft to exceed demand. While there
are signs of increases in air traffic from September 2001 levels, which could
lead to increased demand, it is widely believed that it will take time before
the industry recovers fully. Consequently, the Partnership continues to
experience significant competitive pressure in marketing the three aircraft
currently off lease, and management is not able to predict when these aircraft
may be leased again or the terms of any such future leasing.
SUBSEQUENT EVENTS
On August 11, 2002, US Airways Airlines Inc. filed voluntary petitions for
reorganization under Chapter 11 of the bankruptcy code.
The Partnership holds a note receivable from US Airways in the amount of
$544,000 (net of discount). In November 2001, the Partnership accepted a note
receivable of $606,231 in exchange for past due rent and other obligations owed
to the Partnership. The note accrues interest at a rate of 7% and provides for
twelve equal monthly payments beginning in January 2003. The note was recorded
at fair market value determined by discounting the future cash flows. Rental
income in the amount of $509,000 associated with this note was deferred and will
be recognized as the note is repaid. The recorded note receivable net of the
deferred rental income is $35,000. It is too early in the bankruptcy process to
determine with certainty the eventual outcome as it pertains to the note but it
is possible that the Partnership will not be paid which would reduce income by
$35,000. The Partnership will closely follow the bankruptcy process and the
potential collectability of the note and will make adjustments as appropriate.
8
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 other press releases and public filings, 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 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The General Partner believes there has been no material change in the
Partnership's exposure to market risk from that discussed in the Partnership's
Annual Report on Form 10-K for the year ended December 31, 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) On June 25, 2002, the Partnership filed a report on Form 8-K
dated June 25, 2002, disclosing under Item 5 the commencement of litigation
against US Airways seeking to recover damages for US Airways' failure to return
three MD-82 aircraft leased to US Airways in the condition prescribed in the
lease following lease expiration on September 30, 2001 and to pay rent due on
the aircraft.
9
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 14, 2002 By: /s/ DAVID B. GEBLER
_____________________ ___________________________________
Date David B. Gebler
Chairman, Chief Executive Officer
and President
August 14, 2002 By: /s/ ROBERT A. KEYES
_____________________ ___________________________________
Date Robert A. Keyes
Chief Financial Officer
10
EXHIBIT INDEX
Exhibit Number Description
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer