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 September 30, 1999 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. 2-91762 ----------------- POLARIS AIRCRAFT INCOME FUND I State of Organization: California IRS Employer Identification No. 94-2938977 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 13 pages. POLARIS AIRCRAFT INCOME FUND I FORM 10-Q - For the Quarterly Period Ended September 30, 1999 INDEX Part I. Financial Information Page Item 1. Financial Statements a) Balance Sheets - September 30, 1999 and December 31, 1998...........................................3 b) Statements of Operations - Three and Nine Months Ended September 30, 1999 and 1998...........................4 c) Statements of Changes in Partners' Capital - Year Ended December 31, 1998 and Nine Months Ended September 30, 1999....................5 d) Statements of Cash Flows - Nine Months Ended September 30, 1999 and 1998...........................6 e) Notes to Financial Statements...............................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........9 Part II. Other Information Item 1. Legal Proceedings......................................12 Item 6. Exhibits and Reports on Form 8-K.......................12 Signature .......................................................13 2 Part 1. Financial Information ----------------------------- Item 1. Financial Statements POLARIS AIRCRAFT INCOME FUND I BALANCE SHEETS (Unaudited) September 30, December 31, 1999 1998 ---- ---- ASSETS: CASH AND CASH EQUIVALENTS $3,910,171 $6,418,582 RENT AND OTHER RECEIVABLES, net of allowance for credit losses of $30,365 in 1999 and 1998 196,858 58,154 AIRCRAFT ENGINES, net of accumulated depreciation of $86,250 in 1999 and $75,000 in 1998 873,750 885,000 ---------- ---------- $4,980,779 $7,361,736 ========== ========== LIABILITIES AND PARTNERS' CAPITAL : PAYABLE TO AFFILIATES $ 10,121 $ 10,538 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 355,161 371,742 LESSEE SECURITY DEPOSITS 45,000 45,000 DEFERRED INCOME 60,000 -- MAINTENANCE RESERVES 1,656,836 1,814,393 ---------- ---------- Total Liabilities 2,127,118 2,241,673 ---------- ---------- PARTNERS' CAPITAL : General Partner 221,883 493,422 Limited Partners, 168,729 units issued and outstanding 2,631,778 4,626,641 ---------- ---------- Total Partners' Capital 2,853,661 5,120,063 ---------- ---------- $4,980,779 $7,361,736 ========== ========== The accompanying notes are an integral part of these statements. 3 POLARIS AIRCRAFT INCOME FUND I STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 1999 1998 1999 1998 ---- ---- ---- ---- REVENUES: Rent from operating leases $ 90,000 $ 90,000 $270,000 $270,000 Gain on sale of aircraft inventory -- 98,145 196,858 162,454 Interest and other 47,935 78,682 144,145 455,191 -------- -------- -------- -------- Total Revenues 137,935 266,827 611,003 887,645 -------- -------- -------- -------- EXPENSES: Depreciation 3,750 3,750 11,250 11,250 Management fees to general partner 4,500 4,500 13,500 13,500 Operating -- -- -- 3,514 Administration and other 26,989 26,833 87,374 114,999 -------- -------- -------- -------- Total Expenses 35,239 35,083 112,124 143,263 -------- -------- -------- -------- NET INCOME $102,696 $231,744 $498,879 $744,382 ======== ======== ======== ======== NET INCOME ALLOCATED TO THE GENERAL PARTNER $ 1,027 $ 2,318 $ 4,989 $ 7,444 ======== ======== ======== ======== NET INCOME ALLOCATED TO LIMITED PARTNERS $101,669 $229,426 $493,890 $736,938 ======== ======== ======== ======== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 0.60 $ 1.36 $ 2.93 $ 4.37 ======== ======== ======== ======== The accompanying notes are an integral part of these statements. 4 POLARIS AIRCRAFT INCOME FUND I STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Unaudited) Year Ended December 31, 1998 and Nine Months Ended September 30, 1999 ------------------------------------ General Limited Partner Partners Total ------- -------- ----- Balance, December 31, 1997 $ 392,302 $ 4,923,414 $ 5,315,716 Net income 251,101 1,053,059 1,304,160 Cash distributions to partners (149,981) (1,349,832) (1,499,813) ----------- ----------- ----------- Balance, December 31, 1998 493,422 4,626,641 5,120,063 Net income 4,989 493,890 498,879 Cash distributions to partners (276,528) (2,488,753) (2,765,281) ----------- ----------- ----------- Balance, September 30, 1999 $ 221,883 $ 2,631,778 $ 2,853,661 =========== =========== =========== The accompanying notes are an integral part of these statements. 5 POLARIS AIRCRAFT INCOME FUND I STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, ------------------------------- 1999 1998 ---- ---- OPERATING ACTIVITIES: Net income $ 498,879 $ 744,382 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 11,250 11,250 Gain on sale of aircraft inventory (196,858) (162,454) Changes in operating assets and liabilities: (Decrease) increase in rent and other receivables 58,154 (1,224) Decrease in payable to affiliates (417) (12,221) Increase in deferred income 60,000 -- Decrease in accounts payable and accrued liabilities (16,581) (9,148) (Decrease) increase in maintenance reserves (157,557) 260,335 Decrease in security deposits -- (50,000) ----------- ----------- Net cash provided by operating activities 256,870 780,920 ----------- ----------- INVESTING ACTIVITIES: Net proceeds from sale of aircraft inventory -- 162,454 ----------- ----------- Net cash provided by investing activities -- 162,454 ----------- ----------- FINANCING ACTIVITIES: Cash distributions to partners (2,765,281) (1,499,813) ----------- ----------- Net cash used in financing activities (2,765,281) (1,499,813) ----------- ----------- CHANGES IN CASH AND CASH EQUIVALENTS (2,508,411) (556,439) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,418,582 6,466,511 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,910,171 $ 5,910,072 =========== =========== The accompanying notes are an integral part of these statements. 6 POLARIS AIRCRAFT INCOME FUND I 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 I'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, 1998, 1997, and 1996 included in the Partnership's 1998 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 September 30, 1999 September 30, 1999 ------------------ ------------------ Aircraft Management Fees $ 6,000 $ 3,018 Out-of-Pocket Administrative Expense Reimbursement 57,869 7,103 ------- ------- $63,869 $10,121 ======= ======= 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 4. Sale of Aircraft Inventory to Soundair, Inc. The Partnership recognized income of $196,858 during the first quarter of 1999 from the sale of aircraft inventory to Soundair, Inc. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations At September 30, 1999, Polaris Aircraft Income Fund I (the Partnership) owned three JT8D-9A engines and certain inventoried aircraft parts, which includes one engine, out of its original portfolio of eleven aircraft. The three JT8D-9A engines are leased to Royal Aviation Inc. and Royal Cargo, Inc. (Royal Aviation). Partnership Operations The Partnership recorded net income of $102,696, or $0.60 per limited partnership unit for the three months ended September 30, 1999 compared to net income of $231,744, or $1.36 per limited partnership unit, for the three months ended September 30, 1998. The decline in operating results during the three months ended September 30, 1999, as compared to the same period in 1998, was primarily the result of the sale of the remaining inventory of aircraft parts from the dissembled aircraft to Soundair in 1998. There were no such sales in the three months ended September 30, 1999. The Partnership recorded net income of $498,879, or $2.93 per limited partnership unit for the nine months ended September 30, 1999, compared to net income of $744,382, or $4.37 per limited partnership unit, for the nine months ended September 30, 1998. The decrease in operating results during the nine months ended September 30, 1999, as compared to the same periods in 1998, is primarily the result of income from bankruptcy settlements in the 1998 periods, related to Braniff and Jetfleet. Also contributing to the decrease in operating results during the three and nine months ended September 30, 1999 was a decrease in interest revenue partially offset by a decrease in certain administrative expenses. Interest income decreased during the three and nine months ended September 30, 1999, as compared to the same period in 1998, primarily due to a decrease in the cash reserves due to distributions over the same period. Administration and other expenses decreased during the nine months ended September 30, 1999, as compared to the same period in 1998, primarily due to decreases in consulting fees and printing and postage costs. There were no operating expenses during the three and nine months ended September 30, 1999, as compared to the same periods in 1998. During the nine months ended September 30, 1998, the Partnership recognized legal expenses of $3,514 related to the Braniff bankruptcy. Liquidity and Cash Distributions Liquidity - The Partnership receives maintenance reserve payments from Royal Aviation 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 or engines, as specified in the leases. Maintenance reserve balances remaining at the termination of the lease, if any, may be used by the Partnership to offset future maintenance expenses or recognized as revenue. The net maintenance reserves balances aggregate $1,656,836 as of September 30, 1999. One engine underwent a maintenance event which resulted in a reimbursement to the lessee of $414,844 during the second quarter of 1999, and an additional $26,577 during the third quarter of 1999. Polaris Investment Management Corporation, the general partner, has determined that cash reserves be maintained as a prudent measure to insure that the Partnership has available funds in the event that the engines presently on lease to Royal Aviation require remarketing, and for other contingencies, including 9 expenses of the Partnership. 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 nine months ended September 30, 1999 were $2,488,753, or $14.75 per limited partnership unit, compared to $1,349,832, or $8.00 per limited partnership unit for the nine months ended September 30, 1998. The timing and amount of future cash distributions to partners are not yet known and will depend upon the Partnership's future cash requirements, including the receipt of rental payments from Royal Aviation. Impact of the Year 2000 Issue The inability of business processes to continue to function correctly after the beginning of the Year 2000 could have serious adverse effects on companies and entities throughout the world. As discussed in prior filings with the Securities and Exchange Commission, the General Partner has engaged GE Capital Aviation Services, Inc. ("GECAS") to provide certain management services to the Partnership. Both the General Partner and GECAS are wholly-owned subsidiaries (either direct or indirect) of General Electric Capital Corporation ("GECC"). All of the Partnership's operational functions are handled either by the General Partner and GECAS or by third parties (as discussed in the following paragraphs), and the Partnership has no information systems of its own. As discussed in the Partnership's Annual Report on Form 10-K, GECC and GECAS are applying a Six Sigma quality approach to identify and mitigate Year 2000 issues in their information systems, products and services, facilities and suppliers as well as to assess the extent to which Year 2000 issues will affect their customers. Each business has a Year 2000 leader who oversees a multi-functional remediation project team responsible for remediation and contingency planning, applying a Six Sigma quality approach in four phases: (1) define/measure -- identify and inventory possible sources of Year 2000 issues; (2) analyze -- determine the nature and extent of Year 2000 issues and develop project plans to address those issues; (3) improve -- execute project plans and perform a majority of the testing; and (4) control -- complete testing, continue monitoring readiness and complete necessary contingency plans. As of the end of June 1999, virtually all significant information systems, products and services, facilities and suppliers were in the control phase. As a final step in the control phase, GECC has developed, tested and is prepared to implement contingency plans to minimize disruption of critical business processes. As noted elsewhere, the Partnership has sold all of its aircraft-related assets other than three aircraft engines on lease and the spare parts inventory, which includes one engine. Three of the remaining engines are on lease with Royal Aviation, Inc. and Royal Cargo, Inc., and under the terms of the leases, the lessees have the obligation to repair and maintain the engines. Royal Aviation has advised GECAS that it has adopted procedures to identify and address Year 2000 issues and that it has developed a plan to fix any problems by the end of this year. To the extent, however, that Royal Aviation suffers any material disruption of its business and operations due to Year 2000 failure of equipment or information systems, such disruption would likely have a material adverse effect on the Partnership's operations and financial condition. Aside from maintenance and other matters relating to the Partnership's aircraft-related assets discussed above, the principal third-party vendors to the Partnership are those providing the Partnership with services such as accounting, auditing, banking and investor services. GECAS has applied the same standards in determining the Year 2000 capabilities of the Partnership's third-party vendors, as GECAS has applied with respect to its outside vendors pursuant to its internal Year 2000 program. The scope of the global Year 2000 effort encompasses many thousands of applications and computer programs, products and services, facilities and facilities-related equipment suppliers, and customers. The Partnership, like all business operations, is also dependent on the Year 2000 readiness of 10 infrastructure suppliers in areas such as utility, communications, transportation and other services. In this environment, there will likely be instances of failure that could cause disruptions in business processes or that could affect customers' ability to repay amounts owed to the Partnership or vendors' ability to provide services without interruption. The likelihood and effects of failures in infrastructure systems, over which the Partnership has no control, cannot be estimated. However, aside from the impact of any such possible failures or the possibility of a disruption of Royal's business caused by Year 2000 failures, the General Partner does not believe that occurrences of Year 2000 failures will have a material adverse effect on the financial position, results of operations or liquidity of the Partnership. To date, the Partnership has not incurred any Year 2000 expenditures nor does it expect to incur any material costs in the future. However, the activities involved in the Year 2000 effort necessarily involve estimates and projections of activities and resources that will be required in the future. These estimates and projections could change as work progresses. 11 Part II. Other Information -------------------------- Item 1. Legal Proceedings As discussed in Item 3 of Part I of Polaris Aircraft Income Fund I's (the Partnership) 1998 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 Reports to the SEC on Form 10-Q (Form 10-Q) for the periods ended March 31, 1999 and June 30,1999, there are several 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. Kepford, et al. v. Prudential Securities, et al. - On September 6, 1999, the Court entered an order granting a stay of this action pending the submission of the remaining plaintiffs' claims to arbitration. Other Proceedings - Item 10 in Part III of the Partnership's 1998 Form 10-K and Item 1 in Part II of the Partnership's Form 10-Q for the periods ended March 31, 1999 and June 30, 1999 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. 12 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 I (Registrant) By: Polaris Investment Management Corporation, General Partner November 12, 1999 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) 13