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 March 31, 1999 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.) 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 --- --- AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== I N D E X Page No. Part I - Financial Information: Item 1. Financial Statements Balance Sheets -- March 31, 1999 and December 31, 1998......................3 Statements of Income -- Three months ended March 31, 1999 and 1998................4 Statements of Cash Flows Three months ended March 31, 1999 and 1998................5 Notes to 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 PART I - FINANCIAL INFORMATION AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== BALANCE SHEETS March 31, 1999 December 31, (In thousands except unit data) (Unaudited) 1998 - -------------------------------------------------------------------------------- ASSETS Cash $ 3 $ 9 Finance leases - net 73,865 75,443 Prepaid expenses and other assets 346 361 -------- -------- Total assets $ 74,214 $ 75,813 ======== ======== LIABILITIES AND PARTNERS' EQUITY LIABILITIES Distribution payable to partners $ 1,915 $ 1,915 Accounts payable and accrued liabilities 447 393 Taxes Payable 175 699 Long-term notes payable 14,100 14,505 -------- -------- Total liabilities 16,637 17,512 -------- -------- COMMITMENTS AND CONTINGENCIES PARTNERS' EQUITY Limited partners (4,625,000 units outstanding) 57,001 57,718 General partner 576 583 -------- -------- Total partners' equity 57,577 58,301 -------- -------- Total liabilities and partners' equity $ 74,214 $ 75,813 ======== ======== - ------------------------------------------- See NOTES TO CONDENSED FINANCIAL STATEMENTS 3 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== STATEMENTS OF INCOME Three Months Ended (Unaudited; in thousands March 31, except per unit amounts) 1999 1998 - -------------------------------------------------------------------------------- REVENUES Finance lease income $1,982 $2,170 ------ ------ Total revenues 1,982 2,170 ------ ------ EXPENSES Interest 347 460 Management fee - general partner 159 165 Investor reporting 70 52 General and administrative 39 37 Tax on gross income 175 160 ------ ------ Total expenses 790 874 ------ ------ Net Income $1,192 $1,296 ====== ====== Net Income Allocated To: General Partner $ 12 $ 13 ====== ====== Limited Partners $1,180 $1,283 ====== ====== Net Income Per Limited Partnership Unit $ 0.26 $ 0.28 ====== ====== - ------------------------------------------- See NOTES TO CONDENSED FINANCIAL STATEMENTS 4 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== STATEMENTS OF CASH FLOWS Three Months Ended March 31, (Unaudited; in thousands) 1999 1998 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,192 $ 1,296 Adjustments to reconcile net income to net cash provided by operating activities: Increase/(decrease) in accounts payable and accrued liabilities 54 (91) Increase/(decrease) in taxes payable (524) 160 Decrease/(increase) in prepaid expenses and other assets 15 (66) -------- -------- Net cash provided by operating activities 737 1,299 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Rental receipts in excess of earned finance lease income 1,578 1,589 -------- -------- Net cash provided by investing activities 1,578 1,589 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Borrowings/(repayments) under lines of credit, net (40) 770 Repayment of long-term notes payable (365) (1,506) Distributions paid to partners (1,916) (2,102) -------- -------- Net cash used by financing activities (2,321) (2,838) -------- -------- Increase (decrease) in cash (6) 50 Cash at beginning of period 9 1 -------- -------- Cash at end of period $ 3 $ 51 ======== ======== ADDITIONAL INFORMATION Interest paid $ 206 $ 419 ======== ======== - ------------------------------------------- See NOTES TO CONDENSED FINANCIAL STATEMENTS 5 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES ------------------------------- BASIS OF PRESENTATION - The accompanying unaudited financial statements reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of the Partnership's management, necessary for a fair presentation of the financial position and results of operations for the presented periods. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The December 31, 1998 balance sheet included herein is taken 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, 1998. 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, 1998. 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 of the units outstanding (4,625,000). 3. INCOME TAXES ------------ In January 1998, the Partnership made an election to pay an annual combined federal and state tax at the Partnership level of 4.5% tax on its gross income beginning January 1, 1998. The election was made in order to avoid a limitation on the public trading of the Partnership's units. 6 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 three long-term debt facilities. At March 31, 1999, the following amounts were outstanding: $5.1 million on a 7.4% non-recourse note collateralized by one aircraft leased to FedEx; $4.8 million on a 9.35% non-recourse note collateralized by one aircraft on lease to Trans World Airlines; and $4.2 million on a long-term variable rate revolving loan facility guaranteed by the Partnership and collateralized by two aircraft on lease to USAirways. At March 31, 1999 approximately $5.8 million remains available under the revolving loan facility. In December 1998, the Partnership modified the fixed-rate loan collateralized by the TWA aircraft. As a result of these modifications, the principal on the loan was paid down by $2 million and the average life of the loan was reduced. In addition, the interest rate on the remaining principal of $5.2 million (principal balance at December 31, 1998) was reduced from 9.85% to 9.35%. Also in December 1998, the Partnership expanded its variable-rate revolving loan facility by $5 million, $2 million of which was used to prepay the higher-cost TWA debt mentioned above. In addition, the interest rate on this loan facility was reduced slightly. At March 31, 1999, long-term borrowings of $14.1 million represented 11.6 % of the original cost of the aircraft presently owned by the partnership, including capital 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 three months of 1999 were $0.41 per limited partnership unit, representing the regular 1998 fourth-quarter cash distribution. In March 1999, the Partnership declared a first-quarter 1999 cash distribution of $0.41 per unit totaling $1,915,404 payable on May 14, 1999, to unitholders of record on March 31, 1999. Since this distribution was in excess of earnings, Partnership equity declined to $57.6 million at March 31, 1999, and limited partner equity per unit declined to $12.32. The portion of the distribution in excess of net income constitutes a return of capital. The 1998 first-quarter cash distribution was also $0.41 per unit. Results of Operations - --------------------- Airlease earned $1,192,000 in the first quarter ended March 31, 1999, a decrease of $104,000 or 8% from 1998 first quarter earnings of $1,296,000. First-quarter revenues were $1,982,000, compared with last year's first quarter revenues of $2,170,000 a decrease of $188,000 or 8.7%. The revenue reduction in the first three months of 1999 is primarily due to the scheduled decline in finance lease income as the balances due from the lessees declined (smaller assets base.) Expenses for the first three months of 1999 were $790,000, a decrease of $84,000 or 9.6% from $874,000 for the comparable 1998 period. The decline in expenses is primarily due to lower 1999 interest expenses as a result of the partnership's reduced debt balances and lower interest rates. 7 Portfolio Matters - ----------------- As of March 31, 1999 the partnership's portfolio consisted entirely of Stage III aircraft; six are MD 82s and one is a 727-200 FH. Stage-III aircraft meet the FAA noise compliance regulations for aircraft operated in the continental United States after December 31, 1999. Forward-Looking Statements - -------------------------- The information set forth in this quarterly report contains certain forward-looking statements, which reflect the current view of the partnership with respect to future events and financial performance. The words, "expect", "intend", "believe", "anticipate", "likely" and "will" and similar expressions generally identify forward-looking statements. These statements are subject to certain risks and uncertainties, which could cause actual results, and events to differ materially from those anticipated in the forward-looking statements. Factors that could cause the partnership's actual results to differ from current expectations include, among others, changes in the aircraft or aircraft leasing market, economic downturn in the airline industry, default by lessees under leases causing the partnership to incur uncontemplated expenses or not to receive rental income as and when expected, changes in interest rates and legislative or regulatory changes that adversely affect the value of aircraft. 8 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits 27. Financial Data Schedule. 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 May 4, 1999 By: /s/ DAVID B. GEBLER - ----------- ------------------- Date David B. Gebler Chairman, Chief Executive Officer and President May 4, 1999 By: /s/ RICHARD C. WALTER - ----------- --------------------- Date Richard C. Walter Chief Financial Officer 10