UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 33-21977
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POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership
State of Organization: California
IRS Employer Identification No. 94-3068259
201 Mission Street, 27th Floor, San Francisco, California 94105
Telephone - (415) 284-7400
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 14 pages.
POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership
FORM 10-Q - For the Quarterly Period Ended June 30, 1996
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
a) Balance Sheets - June 30, 1996 and
December 31, 1995.............................................3
b) Statements of Operations - Three and Six Months
Ended June 30, 1996 and 1995..................................4
c) Statements of Changes in Partners' Capital
(Deficit) -Year Ended December 31, 1995
and Six Months Ended June 30, 1996............................5
d) Statements of Cash Flows - Six Months
Ended June 30, 1996 and 1995..................................6
e) Notes to Financial Statements.................................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............10
Part II. Other Information
Item 1. Legal Proceedings.........................................12
Item 6. Exhibits and Reports on Form 8-K..........................13
Signature ..........................................................14
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,
1996 1995
---- ----
ASSETS:
CASH AND CASH EQUIVALENTS $ 23,644,302 $ 20,842,611
RENT AND OTHER RECEIVABLES 2,018,434 3,215,421
NOTES RECEIVABLE, net of allowance for credit
losses of $43,564 in 1996 and $376,905 in 1995 13,000,000 386,457
AIRCRAFT, net of accumulated depreciation of
$92,632,661 in 1996 and $102,154,767 in 1995 87,432,705 114,376,702
------------- -------------
$ 126,095,441 $ 138,821,191
============= =============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
PAYABLE TO AFFILIATES $ 303,111 $ 793,901
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 251,618 167,547
SECURITY DEPOSITS 269,000 269,000
MAINTENANCE RESERVES 1,356,753 3,139,136
------------- -------------
Total Liabilities 2,180,482 4,369,584
------------- -------------
PARTNERS' CAPITAL (DEFICIT):
General Partner (971,564) (866,147)
Limited Partners, 500,000 units
issued and outstanding 124,886,523 135,317,754
------------- -------------
Total Partners' Capital 123,914,959 134,451,607
------------- -------------
$ 126,095,441 $ 138,821,191
============= =============
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,
-------- --------
1996 1995 1996 1995
---- ---- ---- ----
REVENUES:
Rent from operating
leases $ 3,298,099 $ 3,592,129 $ 6,844,628 $ 6,811,938
Interest 255,189 285,909 546,856 579,377
Gain on sale of aircraft 211,436 149,361 333,340 292,894
------------ ------------ ------------ ------------
Total Revenues 3,764,724 4,027,399 7,724,824 7,684,209
------------ ------------ ------------ ------------
EXPENSES:
Depreciation and
amortization 9,015,817 3,527,195 12,195,221 7,054,390
Management fees to
general partner 164,905 179,607 342,231 340,597
Operating 3,180 20,765 5,846 290,373
Administration and other 104,800 106,712 162,618 167,208
------------ ------------ ------------ ------------
Total Expenses 9,288,702 3,834,279 12,705,916 7,852,568
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (5,523,978)$ 193,120 $ (4,981,092)$ (168,359)
============ ============ ============ ============
NET INCOME ALLOCATED
TO THE GENERAL PARTNER $ 194,735 $ 251,907 $ 450,139 $ 498,267
============ ============ ============ ============
NET LOSS ALLOCATED
TO LIMITED PARTNERS $ (5,718,713)$ (58,787)$ (5,431,231)$ (666,626)
============ ============ ============ ============
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (11.43)$ (0.11)$ (10.86)$ (1.33)
============ ============ ============ ============
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, 1995 and
Six Months Ended June 30, 1996
------------------------------
General Limited
Partner Partners Total
------- -------- -----
Balance, December 31, 1994 $ (624,991) $ 159,182,168 $ 158,557,177
Net income (loss) 869,955 (13,864,414) (12,994,459)
Cash distributions to partners (1,111,111) (10,000,000) (11,111,111)
------------- ------------- -------------
Balance, December 31, 1995 (866,147) 135,317,754 134,451,607
Net income (loss) 450,139 (5,431,231) (4,981,092)
Cash distributions to partners (555,556) (5,000,000) (5,555,556)
------------- ------------- -------------
Balance, June 30, 1996 $ (971,564) $ 124,886,523 $ 123,914,959
============= ============= =============
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,
-------------------------
1996 1995
---- ----
OPERATING ACTIVITIES:
Net loss $ (4,981,092) $ (168,359)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 12,195,221 7,054,390
Gain on sale of aircraft (333,340) (292,894)
Changes in operating assets and liabilities:
Decrease (increase) in rent and other
receivables 1,196,987 (929,411)
Increase (decrease) in payable to affiliates (490,790) 181,084
Increase (decrease) in accounts payable and
accrued liabilities 84,071 (1,300,800)
Decrease in maintenance reserves (1,782,383) (908,968)
------------ ------------
Net cash provided by operating activities 5,888,674 3,635,042
------------ ------------
INVESTING ACTIVITIES:
Proceeds from sale of aircraft 1,748,776 --
Principal payments on notes receivable 386,457 35,607
Principal payments on finance sale of aircraft 333,340 292,894
------------ ------------
Net cash provided by investing activities 2,468,573 328,501
------------ ------------
FINANCING ACTIVITIES:
Cash distributions to partners (5,555,556) (5,555,556)
------------ ------------
Net cash used in financing activities (5,555,556) (5,555,556)
------------ ------------
CHANGES IN CASH AND CASH
EQUIVALENTS 2,801,691 (1,592,013)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 20,842,611 18,725,876
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 23,644,302 $ 17,133,863
============ ============
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. These statements should be read in conjunction with the financial
statements and notes thereto for the years ended December 31, 1995, 1994, and
1993 included in the Partnership's 1995 Annual Report to the SEC on Form 10-K
(Form 10-K).
Aircraft and Depreciation - The aircraft are recorded at cost, which includes
acquisition costs. Depreciation to an estimated residual value is computed using
the straight-line method over the estimated economic life of the aircraft which
was originally estimated to be 30 years from the date of manufacture.
Depreciation in the year of acquisition was calculated based upon the number of
days that the aircraft were in service.
The Partnership periodically reviews the estimated realizability of the residual
values at the projected end of each aircraft's economic life based on estimated
residual values obtained from independent parties which provide current and
future estimated aircraft values by aircraft type. For any downward adjustment
in estimated residual value or decrease in the projected remaining economic
life, the depreciation expense over the projected remaining economic life of the
aircraft is increased.
If the projected net cash flow for each aircraft (projected rental revenue, net
of management fees, less projected maintenance costs, if any, plus the estimated
residual value) is less than the carrying value of the aircraft, an impairment
loss is recognized. Pursuant to Statement of Financial Accounting Standards
(SFAS) No. 121, as discussed below, measurement of an impairment loss will be
based on the "fair value" of the asset as defined in the statement.
Capitalized Costs - Aircraft modification and maintenance costs which are
determined to increase the value or extend the useful life of the aircraft are
capitalized and amortized using the straight-line method over the estimated
useful life of the improvement. These costs are also subject to periodic
evaluation as discussed above.
Financial Accounting Pronouncements - SFAS No. 107, "Disclosures about Fair
Value of Financial Instruments," requires the Partnership to disclose the fair
value of financial instruments. Cash and cash equivalents is stated at cost,
which approximates fair value. The fair value of the Partnership's notes
receivable is estimated by discounting future estimated cash flows using current
interest rates at which similar loans would be made to borrowers with similar
credit ratings and remaining maturities. As discussed in Note 3, the carrying
value of the note receivable from Empresa de Transporte Aereo del Peru S.A.
(Aeroperu) is zero as of June 30, 1996 and December 31, 1995 due to a recorded
allowance for credit losses equal to the balance of the note. Aeroperu paid the
note in full in July 1996 as discussed in Note 6.
7
The Partnership adopted SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," as of January 1,
1996. This statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Partnership estimates that this pronouncement will
not have a material impact on the Partnership's financial position or results of
operations unless events or circumstances change that would cause projected net
cash flows to be adjusted.
In June 1996, the Partnership sold the Boeing 747-100 Special Freighter that was
previously on lease to American International Airways Limited (AIA) as discussed
in Note 4. Upon review in the second quarter of 1996, it was determined that
certain maintenance work on three out of four of the aircraft's engines,
aggregating approximately $5,000,000, would be required to remarket this
aircraft for re-lease. The Partnership determined that a sale of the aircraft
would maximize the projected economic return on the aircraft to the Partnership.
During the second quarter of 1996, the Partnership reviewed the aircraft for
impairment based on the projected discounted cash flow generated from the
aircraft sale. Previous estimates of cash flow for this aircraft were based on
the continued lease of the aircraft through its estimated economic life. As a
result, the Partnership recognized an impairment loss of approximately
$5,836,000 during the second quarter of 1996.
2. Lease to ATA
As discussed in the Form 10-K, under the ATA lease, the Partnership may be
required to finance up to three aircraft hushkits for use on the aircraft at an
estimated aggregate cost of approximately $7.8 million, which would be partially
recovered with interest through payments from ATA over an extended lease term.
The Partnership loaned $556,000 to ATA in 1993 to finance the purchase by ATA of
one spare engine. The Partnership has received all scheduled payments due under
the note. The balance of the note at December 31, 1995 was $386,457. ATA paid
the Partnership the remaining note balance in full in March 1996.
3. Sale to Aeroperu
In August 1993, the Partnership negotiated a sale to Aeroperu of two of the
Boeing 727-100 aircraft that were transferred to the Partnership under the ATA
lease, as discussed in the Form 10-K. The Partnership agreed to accept payment
of the sale prices of approximately $699,000 and $639,000 in 36 monthly
installments of $23,000 and $21,000, respectively, with interest at a rate of
12% per annum. The Partnership recorded a note receivable and an allowance for
credit losses equal to the discounted sale prices. Gain on sale of the aircraft
and interest revenue is recognized as payments are received. During the three
and six months ended June 30, 1996, the Partnership received principal and
interest payments due from Aeroperu totaling $220,000 and $352,000,
respectively, of which $211,436 and $333,340 was recorded as gain on sale in the
statement of operations for the three and six months ended June 30, 1996,
respectively. The notes receivable and corresponding allowances for credit
losses are reduced by the principal portion of payments received. The balances
of the notes receivable and corresponding allowances for credit losses were
$43,564 and $376,905 as of June 30, 1996 and December 31, 1995, respectively.
The remaining balance of the security deposit posted by Aeroperu was applied to
the last installment due from Aeroperu, as discussed in Note 6.
8
4. Sale to AIA
The lease of one Boeing 747-100 Special Freighter with AIA was originally
scheduled to expire on March 31, 1996. The lease was extended through May 31,
1996. In June 1996, the Partnership sold the aircraft to AIA for $13.0 million.
In addition, the Partnership retained maintenance reserves aggregating
approximately $1,749,000 that had been held by the Partnership to offset
potential future maintenance expenses for this aircraft. The Partnership agreed
to accept payment of the sale price, with interest at a rate of 10% per annum,
in sixty equal monthly installments beginning July 1996.
As discussed in Note 1, in accordance with FAS 121, the Partnership recognized
an impairment loss of approximately $5,836,000 on this aircraft which was
recorded as additional depreciation expense during the second quarter of 1996.
The Partnership recorded no gain or loss on the sale as the net book value of
the aircraft (subsequent to the FAS 121 impairment adjustment) equaled the
aggregate of the aircraft sale price and the aircraft's maintenance reserve
balance.
5. 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, 1996 June 30, 1996
------------- -------------
Aircraft Management Fees $168,121 $104,461
Out-of-Pocket Administrative Expense
Reimbursement 89,968 74,294
Out-of-Pocket Operating and
Remarketing Expense Reimbursement 179,201 124,356
-------- --------
$437,290 $303,111
======== ========
6. Subsequent Event
In July 1996, the Partnership received the final payments due from Aeroperu for
the sale of two Boeing 727-100 aircraft as discussed in Note 3.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Polaris Aircraft Income Fund V (the Partnership) owns a portfolio of 13 used
commercial jet aircraft. The portfolio includes seven Boeing 737-200 Advanced
aircraft leased to Southwest Airlines Co. (Southwest); three Boeing 727-200
Advanced aircraft leased to American Trans Air, Inc. (ATA), two Boeing 727-200
Advanced aircraft leased to Sun Country Airlines, Inc. (Sun Country), and one
Boeing 747-100 Special Freighter aircraft leased to Polar Air Cargo, Inc. (Polar
Air Cargo). The Partnership sold two Boeing 727-100 aircraft that ATA
transferred to the Partnership as part of the ATA lease transaction in April
1993, to Empresa de Transporte Aereo del Peru S.A. (Aeroperu). Aeroperu
completed its payment obligations to the Partnership in July 1996. As discussed
below, the Partnership sold one Boeing 747-100 Special Freighter aircraft to its
former lessee American International Airways Limited (AIA) in June 1996.
Remarketing Update
Sale of Boeing 747-100 Special Freighter to AIA - In June 1996, the Partnership
sold one Boeing 747-100 Special Freighter aircraft to AIA for $13.0 million.
Note 4 to the financial statements contains a discussion of this sale
transaction.
Boeing 737-200 Advanced aircraft leased to Southwest - The leases of three
Boeing 737-200 Advanced aircraft to Southwest are scheduled to expire in October
and December 1996. Southwest has notified the Partnership of its intention to
return these aircraft to the Partnership upon expiration of the leases. The
Partnership is currently remarketing these aircraft for sale or re-lease. During
any off-lease period, the Partnership will be responsible for all costs
associated with the remarketing and storage of these aircraft, which cannot be
estimated at this time.
Boeing 727-200 Advanced aircraft leased to Sun Country - The leases of two
Boeing 727-200 Advanced aircraft to Sun Country were scheduled to expire in
September and October 1996. Sun Country has notified the Partnership that it is
exercising its option under the leases to extend the leases for the two aircraft
for a period of one-year at the existing lease rates. Under the terms of the
leases, Sun Country is entitled to extend the leases for up to three additional
one-year periods at the existing lease rates.
Partnership Operations
The Partnership recorded a net loss of $5,523,978, or $11.43 per limited
partnership unit, for the three months ended June 30, 1996, compared to net
income of $193,120, or an allocated net loss of $0.11 per unit, for the same
period in 1995. The Partnership recorded a net loss of $4,981,092, or $10.86 per
limited partnership unit, for the six months ended June 30, 1996, compared to a
net loss of $168,359, or $1.33 per unit, for the same period in 1995. The
significant decline in operating results for the three and six months ended June
30, 1996 compared to the same periods in 1995 is due primarily to increased
depreciation expense recognized during the second quarter of 1996.
As discussed above, in June 1996, the Partnership sold one Boeing 747-100
Special Freighter aircraft to AIA. In accordance with Statement of Financial
Accounting Standards No. 121 as discussed in Note 1 to the financial statements,
the Partnership recognized an impairment loss of approximately $5,836,000 on
this aircraft which was recorded as additional depreciation expense during the
second quarter of 1996.
10
Liquidity and Cash Distributions
Liquidity - The Partnership receives maintenance reserve payments from certain
of its lessees that may be reimbursed to the lessee or applied against certain
costs incurred by the Partnership for maintenance work performed on the
Partnership's aircraft, as specified in the leases. Maintenance reserve balances
remaining at the termination of the lease may be used by the Partnership to
offset future maintenance expenses. The net maintenance reserve payments
aggregate $1,356,753 as of June 30, 1996.
The Partnership's cash reserves are being retained to cover maintenance costs
the Partnership has agreed to incur on certain of its aircraft, to cover the
costs of remarketing the three Boeing 737-200 Advanced aircraft currently on
lease to Southwest through October and December 1996, and to finance a portion
of the hushkit costs that may be incurred under the leases with ATA. The ATA
leases specify the Partnership may be required to finance certain aircraft
hushkits at an aggregate cost of approximately $7.8 million, which would be
partially recovered with interest through payments from ATA over an extended
lease term.
In July 1996, the purchase of two engines was approved by the Partnership to
replace two unserviceable engines on the Boeing 747-100 Special Freighter
aircraft currently on lease to Polar Air Cargo, Inc. The Partnership, as
required in the lease, is responsible to overhaul or replace these two engines.
The estimated aggregate cost of the two replacement engines of approximately
$2.75 million has been determined to be less than the estimated cost to repair
the engines.
Cash Distributions - Cash distributions to limited partners during the three
months ended June 30, 1996 and 1995 were $2,500,000, or $5.00 per limited
partnership unit, for each period. Cash distributions to limited partners during
the six months ended June 30, 1996 and 1995 were $5,000,000, or $10.00 per
limited partnership unit, for each period. The amount of future cash
distributions will depend upon the Partnership's future cash requirements
including the potential maintenance and remarketing costs associated with the
Partnership's aircraft, the receipt of the rental payments from Southwest, ATA,
Sun Country and Polar Air Cargo and the Partnership's success in remarketing the
three Boeing 737-200 Advanced aircraft currently on lease to Southwest.
11
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) 1995 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, 1996,
there are a number of pending legal actions or proceedings involving the
Partnership. There have been no material developments with respect to any such
actions or proceedings during the period covered by this report.
Other Proceedings - Item 10 in Part III of the Partnership's 1995 Form 10-K and
Item 1 in Part II of the Partnership's Form 10-Q for the period ended March 31,
1996 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. With the exception of
Novak, et al v. Polaris Holding Company, et al, (which has been dismissed, as
discussed in Item 10 of the Partnership's 1995 Form 10-K) where the Partnership
was named as a defendant for procedural purposes, the Partnership is not a party
to these actions. Except as discussed below, there have been no material
developments with respect to any of the actions described therein during the
period covered by this report.
Bishop v. Kidder Peabody & Co., Incorporated et al. - On June 18, 1996,
defendants filed a motion to transfer venue from Sacramento to San Francisco
County. The Court subsequently denied the motion.
Weisl et al. v. Polaris Holding Company et al. - On April 25, 1996, the
Appellate Division for the First Department affirmed the trial court's order
which had dismissed most of plaintiffs' claims.
In re Prudential Securities Inc. Limited Partnerships Litigation - On June 5,
1996, the Court certified a class with respect to claims against Polaris Holding
Company, one of its former officers, Polaris Aircraft Leasing Corporation,
Polaris Investment Management Corporation, and Polaris Securities Corporation.
The class is comprised of all investors who purchased securities in any of
Polaris Aircraft Income Funds I through VI during the period from January 1985
until January 29, 1991, regardless of which brokerage firm the investor
purchased from. Excepted from the class are those investors who settled in the
SEC/Prudential settlement or otherwise opted for arbitration pursuant to the
settlement and any investor who has previously released the Polaris defendants
through any other settlement. On June 10, 1996, the Court issued an opinion
denying summary judgment to Polaris on plaintiffs' Section 1964(c) and (d) RICO
claims and state causes of action, and granting summary judgment to Polaris on
plaintiffs' 1964(a) RICO claims and the New Jersey State RICO claims. On August
5, 1996, the Court signed an order providing for notice to be given to the class
members. The case has been set for trial on November 11, 1996.
12
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 (Filed electronically 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.
13
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 8, 1996 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)
14