SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[ X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the quarterly period ended June 30, 2001
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the transition period from to ---------------------- -----
Commission File Number: 33-84336-LA
JetFleet III
(Name of small business issuer in its charter)
California 94-3208983
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (650) 340-1880
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the Issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ------ --
On August 14, 2001 the aggregate market value of the voting and non voting
Common equity held by non-affiliates (computed by reference to the price at
which the common equity was sold) was $0.
As of August 14, 2001 the Issuer has 815,200 Shares of Common Stock and
195,465 Shares of Series A Preferred Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
------- ------
Part I. Financial Information
Item 1. Financial Statements
JETFLEET III
Balance Sheet
June 30, 2001
ASSETS
Current assets:
Cash $ 4,308,800
Deposits 1,206,050
Accounts receivable 81,620
-------------
Total current assets 5,596,470
Aircraft and aircraft engines under operating leases,
net of accumulated depreciation of $2,007,990 8,472,930
Debt issue costs, net of accumulated
amortization of $1,128,000 533,450
Deferred taxes 185,770
Prepaid expenses 1,420
-------------
Total assets $ 14,790,040
=============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 13,950
Payable to affiliate 66,730
Interest payable 152,120
Prepaid rents 71,750
Security deposits 106,000
Maintenance deposits 1,172,370
-------------
Total current liabilities 1,582,920
Medium-term secured bonds 11,076,350
-------------
Total liabilities 12,659,270
-------------
Preferred stock, no par value,
300,000 shares authorized, 195,465
issued and outstanding 1,661,450
Common stock, no par value,
1,000,000 shares authorized, 815,200
issued and outstanding 815,200
Accumulated deficit (345,880)
-------------
Total shareholders' equity 2,130,770
-------------
Total liabilities and shareholders' equity $ 14,790,040
=============
See accompanying notes.
JETFLEET III
Statements of Operations
For the Six Months Ended For the Three Months Ended
June 30, June 30,
2001 2000 2001 2000
---- ---- ---- ----
Revenues:
Rent income $ 1,037,620 $ 1,136,130 $ 506,020 $ 563,140
Gain on sale of aircraft 346,700 - 312,230 -
Interest income 104,940 55,280 47,730 30,890
------------- ------------- ------------- -------------
1,489,260 1,191,410 866,980 594,030
------------- ------------- ------------- -------------
Expenses:
Depreciation 284,180 316,430 138,630 158,220
Amortization 114,310 114,310 57,150 57,150
Interest 456,350 456,350 228,170 228,170
Maintenance 244,870 28,590 (18,910) 28,590
Professional fees and
general and administrative 19,600 30,180 11,390 27,070
Management fees 97,730 97,730 48,870 48,870
------------- ------------- ------------- -------------
1,217,040 1,043,590 465,300 548,070
------------- ------------- ------------- -------------
Income before taxes 272,220 147,820 401,680 45,960
Tax provision 98,040 49,560 139,930 18,550
------------- ------------- ------------- -------------
Net income $ 174,180 $ 98,260 $ 261,750 $ 27,410
============= ============= ============= =============
Weighted average common
shares outstanding 815,200 815,200 815,200 815,200
============= ============= ============= =============
Basic earnings per common share $ 0.21 $ 0.12 $ 0.32 $ 0.03
============= ============= ============= =============
See accompanying notes.
JETFLEET III
Statements of Cash Flows
For the Six Months Ended June 30,
2001 2000
---- ----
Net cash provided by operating activities $ 281,650 $ 503,170
-------------- -------------
Investing activity -
Proceeds from sale of aircraft 1,239,060 -
-------------- -------------
Net cash provided by investing activities 1,239,060 -
-------------- -------------
Net increase in cash 1,520,710 503,170
Cash, beginning of period 2,788,090 888,240
-------------- -------------
Cash, end of period $ 4,308,800 $ 1,391,410
============== =============
Supplemental disclosures of cash flow information:
Cash paid during the period for: 2001 2000
---- ----
Interest (net of amount capitalized) $ 456,350 $ 456,350
Income taxes - 14,400
See accompanying notes.
JETFLEET III
Notes to Financial Statements
1. Summary of Significant Accounting Policies
Basis of Presentation
JetFleet III (the "Company") was incorporated in the state of
California in August 1994 ("Inception"). The Company was formed solely for the
purpose of acquiring Income Producing Assets. The Company offered up to
$20,000,000 in $1,000 Series A Units (the "Offering") consisting of $850 of
bonds maturing on November 1, 2003 (the "Bonds") and $150 of preferred stock
(the "Preferred Stock") pursuant to a prospectus dated September 27, 1995 (the
"Prospectus").
All of the Company's outstanding common stock is owned by JetFleet
Holding Corp. ("JHC"), a California corporation formed in January 1994. In May
1998, JetFleet Management Corp., the sole shareholder of the Company was renamed
JetFleet Holding Corp. The rights and obligations under the management agreement
between the Company and JHC were assigned by JHC to its newly-created
wholly-owned subsidiary named "JetFleet Management Corp." ("JMC"). JMC also
manages AeroCentury Corp., a Delaware corporation, and AeroCentury IV, Inc., a
California corporation, which are affiliates of JHC and which have objectives
similar to the Company's. Neal D. Crispin, the President of the Company, holds
the same position with JHC and JMC and owns a significant amount of the common
stock of JHC.
Cash and Cash Equivalents/Deposits
The Company considers highly liquid investments readily convertible
into known amounts of cash, with original maturities of 90 days or less, as cash
equivalents. Deposits represent cash balances held related to maintenance
reserves and security deposits and generally are subject to withdrawal
restrictions. As of June 30, 2001, the Company maintained $5,394,040 of its cash
balances in two money market funds held by regional brokerage firms, which are
not federally insured.
Aircraft and Aircraft Engines Under Operating Leases
The Company's interests in aircraft are recorded at cost, which include
acquisition costs (see Note 2). Depreciation is computed using the straight-line
method over each aircraft's estimated economic life to its estimated residual
value.
Impairment of Long-lived Assets
In accordance with SFAS No. 121, "Accounting for the Impairment of
Long-lived Assets and Long-lived Assets to Be Disposed Of," assets are reviewed
for impairment whenever events or changes in circumstances indicate that the
book value of the asset may not be recoverable. Periodically, the Company
reviews its long-lived assets for impairment based on estimated future
nondiscounted cash flows attributable to the assets. In the event such cash
flows are not expected to be sufficient to recover the recorded value of the
assets, the assets are written down to their estimated realizable value.
Organization and Offering Costs
Pursuant to the terms of the Prospectus, the Company paid an
Organization and Offering Expense Reimbursement to JHC in cash in an amount up
to 2.0% of Aggregate Gross Offering Proceeds for reimbursement of certain costs
incurred in connection with the organization of the Company and the Offering
(the "Reimbursement").
JETFLEET III
Notes to Financial Statements
1. Summary of Significant Accounting Policies (continued)
Organization and Offering Costs (continued)
JHC contributed $450,000 of the total it paid for organization and
offering expenses as a common stock investment in the Company (the "Initial
Contribution"). The Company issued 450,000 shares of common stock to JHC in
return for the Initial Contribution. To the extent that JHC incurred expenses in
excess of the 2.0% cash limit, such excess expenses were repaid to JHC in the
form of Common Stock issued by the Company at a price of $1.00 per share (the
"Excess Stock"). The amount of Excess Stock that the Company issued was limited
according to the amount of Aggregate Gross Offering Proceeds raised by the
Company.
The Company capitalized the portions of both the Reimbursement paid and
the Initial Contribution related to the Bonds (85%) and amortizes such costs
over the life of the Bonds (approximately eight years). The remainder of any of
the Initial Contribution and Reimbursement is deducted from shareholders'
equity.
Assets Subject to Lien
The Company's obligations under the Bonds are secured by a security
interest in all of the Company's right, title and interest in the Income
Producing Assets acquired by the Company.
Income Taxes
The Company follows the liability method of accounting for income taxes
as required by the provisions of Statement of Financial Accounting Standards No.
109 - Accounting for Income Taxes.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Recent Accounting Pronouncements
SFAS No. 137, which amended the effective date of SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, was issued in June
1999. The Company adopted SFAS No. 133 on January 1, 2001. This statement
establishes accounting and reporting standards requiring that all derivative
instruments are recorded on the balance sheet as either an asset or a liability,
measured at fair value. The statement requires that changes in the derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met and such hedge accounting treatment is elected. Because the
Company does not hold any derivatives as defined in SFAS No. 133, the adoption
of SFAS No. 133 did not have a material impact on its results of operations or
financial position.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
("SAB 101"). SAB 101, as amended, summarizes certain of the SEC's views in
applying generally accepted accounting principles to revenue recognition in
financial statements. SAB 101 was adopted by the Company in 2000. The adoption
of the provisions of SAB 101 did not have a material effect on the Company's
consolidated operating results, statement of financial position or cash flow.
JETFLEET III
Notes to Financial Statements
2. Aircraft and Aircraft Engines Under Operating Leases
Aircraft and Aircraft Engines
The Company owns a deHavilland DHC-8-100, serial number 13 ("S/N 13"),
a Pratt & Whitney JT8D-9A aircraft engine, serial number 674267 ("S/N 674267"),
three deHavilland DHC-6-300 aircraft ("S/Ns 640, 751 and 696") and a Saab 340A,
serial number 24 ("S/N 24"). During the first six months of 2001, the Company
sold its 50% interest in a Shorts SD 3-60, serial number S/N 3676 ("S/N 3676").
As discussed below, it also received insurance and sales proceeds for its other
Shorts SD 3-60, serial number S/N 3656 ("S/N 3656"). The Company did not
purchase any aircraft during the first six months of 2001.
S/N 13 was re-leased in June 2000 to the same sub-lessee, an Australian
carrier, for a one-year term. In May 2001, the lease was extended through August
14, 2001. The Company and the lessee are currently discussing the terms of the
lessee's continued use of the aircraft.
S/N 674267 is used on a McDonnell Douglas DC-9 and is subject to a
60-month sublease, expiring in November 2001, between the seller and a Mexican
based regional carrier. The Company and the lessee are currently discussing the
terms of the lessee's continued use of the engine.
S/Ns 640 and 751 are subject to similar 36-month leases, originally
expiring in July 2001, with a U.S. regional carrier. Both leases have been
extended from their expiration dates to their pre-return inspection completion.
The Company is currently seeking re-lease opportunities for both aircraft.
During the second quarter of 2000, the Company and the lessee for S/N 696, which
had been leased to the same carrier as S/Ns 640 and 751, agreed to an early
termination of the lease for S/N 696. S/N 696 was returned by the lessee and,
after undergoing certain maintenance and upgrade work, was re-leased to a
regional carrier in the United Kingdom for a term expiring in April 2003.
S/N 3656 was subject to a three-year lease, expiring in May 2003 with a
regional carrier in Ireland. In February 2001, S/N 3656 sustained significant
damage while landing. During June 2001, the Company received a settlement of
$545,000 from the insurer and sold one of the aircraft's engines. The remaining
components of the aircraft were sold during July 2001. The Company also retained
$184,340 of maintenance reserves. The Company recorded a total gain of $382,960,
of which $235,210 was recognized during the second quarter of 2001, as a result
of the insurance settlement, the various sales proceeds, including those
received during July, and the reserves retained.
At the time of purchase, S/N 3676 (owned 50% by the Company) was
subject to a 48-month lease, expiring in July 2001, with a British regional
airline. The original lease, entered into in 1997, did not require that the
lessee pay maintenance reserves based on usage because, at the time, the lessee
was considered creditworthy. Subsequent to the Company's purchase of the
aircraft, the airline's management pursued a policy of rapid expansion, which
led to a financial crisis and, on February 24, 2000, the lessee filed for
reorganization. The lessee continued to operate, and, under the reorganization
plan, the lessee paid rentals on a month to month basis at the same rent as
under the original lease on S/N 3676. Under the plan, the lessee also began
paying monthly maintenance reserves based on the hours flown. Under British law,
the owners were precluded from repossessing the aircraft so long as the lessee
was operating it and paying rent and maintenance reserves under its
reorganization plan. The lessee notified the owners that the aircraft would be
returned to them during late 2000. The owners agreed that they would realize a
greater benefit if they sold the aircraft "as is" rather than fund the
maintenance work necessary to return the aircraft to a condition which would
allow it to possibly be re-leased to a new lessee. Therefore, the Company
reduced the carrying value of the aircraft to $170,000 and recognized a
provision for impairment of $245,350 during 2000. The aircraft was returned to
the Company and, in January 2001 it was sold. At that time, the Company received
net proceeds of $167,450 and recognized a gain of $34,470. During the second
quarter of 2001, the lessee paid all amounts owed to the Company and, since the
aircraft had been sold, the Company recognized an additional gain of $77,020,
representing maintenance reserves retained.
JETFLEET III
Notes to Financial Statements
2. Aircraft and Aircraft Engines Under Operating Leases (continued)
S/N 24 is subject to a lease, expiring in October 2002, with a regional
carrier in North America.
As a result of the sale of aircraft during 2000 and the first six
months of 2001 and the excess cash flow generated by the Company's income
producing assets, at June 30, 2001, the Company has approximately $3,800,000 to
invest in additional assets.
As of June 30, 2001, minimum future lease rent payments receivable
under noncancelable leases were as follows:
Year Amount
2001 $ 496,600
2002 656,250
2003 75,000
-------------
$ 1,227,850
=============
3. Medium-Term Secured Bonds
The Company raised $13,031,000 through the Offering from November 1995
to June 1997. Each $1,000 Unit subscribed in the offering included an $850
medium-term secured bond maturing on November 1, 2003. The Bonds bore interest
at an annual rate of 12.94% through October 31, 1998 and, thereafter, a variable
rate, adjusted annually on November 1, equal to the one-year United States
Treasury bill rate plus 2%, but not less than 8.24%. Based on the one-year
Treasury Bill rate at the measurement dates, the Bonds have borne interest at
the rate of 8.24% per annum for the periods November 1, 1998 through October 31,
2000. The rate will remain at 8.24% through October 31, 2001. The carrying
amount of the Bonds approximates fair value.
4. Income Taxes
The items comprising income tax expense are as follows:
For the Six Months Ended June 30,
2001 2000
---- ----
Current tax provision
Federal $ - $ -
State 570 6,460
------------- --------------
Current provision 570 6,460
------------- --------------
Deferred tax provision
Federal 90,690 45,450
State 6,780 (2,350)
------------- --------------
Deferred tax provision 97,470 43,100
------------- --------------
Total provision for income taxes $ 98,040 $ 49,560
============= ==============
JETFLEET III
Notes to Financial Statements
4. Income Taxes (continued)
The total provision for income taxes differs from the amount which
would be provided by applying the statutory federal income tax rate to pretax
earnings as illustrated below:
For the Six Months Ended June 30,
2001 2000
---- ----
Income tax expense at statutory federal income tax rate $ 92,550 $ 50,260
State taxes net of federal benefit 3,770 2,800
Tax rate differences 1,720 (3,500)
------------- --------------
Total provision for income taxes $ 98,040 $ 49,560
============= ==============
Temporary differences and carryforwards which gave rise to a
significant portion of deferred tax assets and liabilities as of June 30, 2001
are as follows:
Deferred tax assets:
Net operating loss $ 247,960
Maintenance deposits 372,390
Prepaid rent and other 25,660
-------------
Subtotal 646,010
Valuation allowance -
-------------
Net deferred tax assets 646,010
Deferred tax liability -
Depreciation of aircraft (460,240)
-------------
$ 185,770
=============
The Company expects to generate adequate future taxable income to
realize the benefits of the remaining deferred tax assets on the balance sheet.
The Company's net operating losses may be carried forward for fifteen or twenty
years, depending on when they were created, and begin to expire in 2012.
5. Related Party Transactions
The Company's Income Producing Asset portfolio is managed and
administered under the terms of a management agreement with JMC. Under this
agreement, on the last day of each calendar quarter, JMC receives a quarterly
management fee equal to 0.375% of the Company's Aggregate Gross Proceeds
received through the last day of such quarter. In the first six months of 2001
and 2000, the Company accrued a total of $97,730 and $97,730, respectively, in
management fees.
JMC may receive an acquisition fee for locating assets for the Company
and a remarketing fee in connection with the sale of the Company's assets,
provided that such fees are not more than the customary and usual fees that
would be paid to an unaffiliated party for such a transaction. The total of the
Aggregate Purchase Price plus the acquisition fee cannot exceed the fair market
value of the asset based on appraisal. JMC may also receive reimbursement of
Chargeable Acquisition Expenses incurred in connection with a transaction which
are payable to third parties. Because the Company did not purchase aircraft
during the first six months of 2001 or 2000, it did not pay any acquisition fees
or Chargeable Acquisitions Expenses to JMC. During the first six months of 2001,
remarketing fees of $14,330 were accrued to JMC in connection with the sale of
aircraft. No remarketing fees were paid during the first six months of 2000.
As discussed in Note 1, the Company reimbursed JHC for certain costs
incurred in connection with the organization of the Company and the Offering.
The Company made no such payments during 2001 or 2000.
6. Subsequent Events
During July, the Company sold the remaining components of S/N 3656 and
recognized a gain of $147,750.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Forward-Looking Statements
Certain statements contained in this report and, in particular, the discussion
regarding the Company's beliefs, plans, objectives, expectations and intentions
regarding: the generation of future taxable income to realize the benefit of the
remaining deferred tax asset, use of excess cash flow and sales proceeds to
purchase assets in the third quarter of 2001, the Company's lack of significant
operating expenses in connection with assets that remain on lease, the adequacy
of the Company's reserves to meet its immediate cash requirements, and reduction
of the impact of a change in the global air travel industry on the Company by
proper asset and lessee selection; are forward looking statements. While the
Company believes that such statements are accurate, actual results may differ
due to further defaults or terminations by lessees, failure to recover fully on
claims against defaulting lessees, availability of appropriate assets for
acquisition, and general economic conditions, particularly those that affect the
demand for turboprop aircraft and engines, including competition for turboprop
and other aircraft, and future trends and results that cannot be predicted with
certainty. The Company's actual results could differ materially from those
discussed in such forward looking statements. Factors that could cause or
contribute to such differences include those discussed below in the section
entitled "Factors that May Affect Future Results." The cautionary statements
made in this Report should be read as being applicable to all related
forward-looking statements wherever they appear in this Report.
Results of Operations
The Company recorded net income of $174,180 and $98,260 or $0.21 and $0.12 per
share for the six months ended June 30, 2001 and 2000, respectively. The Company
recorded net income of $261,750 and $27,410 or $0.32 and $0.03 per share for the
three months ended June 30, 2001 and 2000, respectively.
Rent income was approximately $99,000 and $57,000 lower in the six months and
three months, respectively, ended June 30, 2001 than 2000, due to the sale of
aircraft during the fourth quarter of 2000 and January 2001 and the disposition
of S/N 3656 during the second quarter of 2001. Gain on sale of aircraft was
approximately $347,000 and $312,000 higher in the same periods of 2001 versus
2000 due to the dispositions of S/N 3676 and S/N 3656. Interest income was
higher in the six month and three month periods of 2001 by approximately $50,000
and $17,000, respectively, due to higher cash balances as a result of asset
sales and excess cash flow from leases.
Depreciation decreased approximately $32,000 and $20,000 during the six month
and three month periods, respectively, of 2001 due to the asset dispositions
noted above. Maintenance expense was approximately $216,000 and $48,000 higher
in the same periods of 2001 than in 2000, primarily because of the purchase of a
replacement engine for S/N 3656 in January 2001. The replacement was necessary
because of hours flown by the previous lessee, which filed for reorganization
and returned the aircraft during late 2000. Rather than overhaul the original
engine, the Company determined that it was more cost-effective to purchase a
replacement, which purchase was partially funded by maintenance reserves
collected from the new lessee. The Company recorded negative maintenance expense
during the three months ended June 30, 2001 as a result of the reversal of
certain expenses accrued during the first quarter of 2001 which more than offset
expenses incurred during the second quarter of 2001.
Capital Resources and Liquidity
Since Inception, the Company's funds have come primarily in the form of an
initial contribution from JHC, proceeds from the Offering and rental revenue
from the Income Producing Assets purchased using those proceeds. The Company's
liquidity varies, increasing to the extent cash flows from operations exceed
expenses, and decreasing as interest payments are made to the Unitholders and to
the extent expenses exceed cash flows from leases.
The Company's primary use of its operating cash flow is interest payments to its
Unitholders. Excess cash flow, after payment of interest and operating expenses
has been held for investment in additional Income Producing Assets. Since the
Company has acquired Income Producing Assets which are subject to triple net
leases (the lessee pays operating and maintenance expenses, insurance and
taxes), the Company has not incurred, and does not anticipate that it will incur
significant operating expenses in connection with ownership of its Income
Producing Assets while they remain on lease.
The Company currently has available adequate reserves to meet its immediate cash
requirements. The leases for the Company's aircraft expire at varying times
between July 2001 and April 2003. During January 2001, the Company sold its 50%
interest in S/N 3676 and received net proceeds of $204,490, including
maintenance reserves retained. The net proceeds from sales of aircraft during
the fourth quarter of 2000 and first six months of 2001 will be used, along with
excess cash flow, to purchase an additional income-producing asset for
approximately $3,800,000.
As discussed in Item 1, on February 13, 2001, the majority of the creditors of
one of the Company's lessees approved a reorganization plan, which provided that
unsecured creditors, like the Company, would not receive any recovery of
pre-reorganization claims. In projecting its cash reserves, the Company has
always anticipated that these claims would not be collected.
As discussed in Item 1, the interest rate on the Bonds was 12.94% through
October 31, 1998 and is a variable rate thereafter, calculated annually on
November 1. The variable rate is equal to the higher of (i) 2% plus the annual
yield rate on one-year U.S. Treasury Bills on the last business day of October
of that year or (ii) 8.24%. Based on the one-year Treasury Bill rate at the
measurement dates, the Bonds have borne interest at the rate of 8.24% per annum
for the periods November 1, 1998 through October 31, 2000. The rate will remain
at 8.24% through October 31, 2001.
The Company's decrease in cash flow from operations was due primarily to lower
net income, excluding the gain on sale of aircraft, during 2001 versus 2000 and
by the effect of the change in maintenance deposits and security deposits from
year to year. The effect of these changes was partially offset by the effect of
the change in deposits, accounts receivable and deferred taxes.
The increase in cash flow provided by investing activities from year to year was
due to the Company's disposition of two aircraft during the first six months of
2001. There were no cash flows from financing activities during 2001 or 2000
because the Offering terminated during June 1997.
Outlook
As discussed in "Results of Operations", four of the Company's aircraft were
sold or disposed of during the fourth quarter of 2000 and the first six months
of 2001. The proceeds of these sales are expected to be combined with existing
excess cash flow available for reinvestment to purchase additional assets for
the Company's portfolio sometime in the third quarter of 2001. From November 1,
2001 through the maturity date of the Bonds on November 1, 2003, the Company
will place all excess cash flow in a sinking fund account to be used solely to
repay the Bonds at maturity.
Factors that May Affect Future Results
Ability to Repay Bonds. The Company's ability to repay the Bonds at their
maturity date is dependent in part upon reinvestment of excess cash flows in
additional Income Producing Assets. To the extent that the Company realizes less
than anticipated lease rentals due to lessee rental defaults, early termination
of leases, or lower than expected remarketing proceeds during the term of the
Bonds or realizes significant unexpected expenses due to lessee defaults in rent
or other obligations, this may result in lower than expected excess cash flow
available for reinvestment in additional Assets. As a result, the Company's
ability to repay the Bonds in full at maturity may be negatively affected by
such events even if the Company is able to meet its scheduled interest payments.
The Company's ability to repay the Bonds at their maturity date is also
dependent in part upon its ability to refinance the Bonds or sell its aircraft
portfolio at a price sufficient to retire the outstanding Bond principal. If,
due to the risks described below under "Ownership Risks" and "Leasing Risks",
the values of the Company's aircraft portfolio are in a depressed state at the
maturity date of the Bonds, the Company may be unable to repay the entire Bond
indebtedness on the maturity date.
Risks Related to Regional Air Carriers. Because the Company's leases are all
with regional air carriers, it will be subject to certain risks. First, lessees
in the regional air carrier market include a number of companies that are
start-up, low capital, low margin operations. Often, the success of such
carriers is dependent upon arrangements with major trunk carriers, which may be
subject to termination or cancellation by such major carrier. This market
segment is also characterized by low entry costs, and thus, there is strong
competition in this industry segment from start-ups as well as major airlines.
Thus, leasing transactions with these types of lessees results in a generally
higher lease rate on aircraft, but may entail higher risk of default or lessee
bankruptcy.
General Economic Conditions. The market for used aircraft has been cyclical, and
usually reflects economic conditions and the strength of the travel and
transportation industry. At any time, the market for used aircraft may be
adversely affected by such factors as airline financial difficulties, higher
fuel costs, and improved availability and economics of new replacement aircraft.
An adverse change in the global air travel industry, however, could result in
reduced carrier revenue and excess capacity and increase the risk of failure of
some weaker regional air carriers. While the Company believes that with proper
asset and lessee selection the impact of such changes on the Company can be
reduced, there is no assurance that the Company's business will escape the
effects of such a global downturn, or a regional downturn in an area where the
Company has placed a significant amount of its assets.
Reliance on JMC. All management of the Company is performed by JMC pursuant to a
management agreement between JMC and the Company. The Board of Directors does,
however, have ultimate control and supervisory responsibility over all aspects
of the Company and does owe fiduciary duties to the Company and its
stockholders. In addition, while JMC may not owe any fiduciary duties to the
Company by virtue of the management agreement, the officers of the Company are
also officers or employees of JMC, and in that capacity owe fiduciary duties to
the Company and the stockholders by virtue of holding such offices. Although the
Company has taken steps to prevent such conflicts, such conflicts of interest
arising from such dual roles may still occur.
Ownership Risks. All of the Company's portfolio is leased under operating
leases, where the terms of the leases do not take up the entire useful life of
an asset. The Company's ability to recover its purchase investment in an asset
subject to an operating lease is dependent upon the Company's ability to
profitably re-lease or sell the asset after the expiration of the initial lease
term. Some of the factors that have an impact on the Company's ability to
re-lease or sell include worldwide economic conditions, general aircraft market
conditions, regulatory changes that may make an asset's use more expensive or
preclude use unless the asset is modified, changes in the supply or cost of
aircraft equipment and technological developments which cause the asset to
become obsolete. In addition, a successful investment in an asset subject to an
operating lease depends in part upon having the asset returned by the lessee in
serviceable condition as required under the lease. If the Company is unable to
remarket its aircraft equipment on favorable terms when the operating lease for
such equipment expires, the Company's business, financial condition, cash flow,
ability to service debt and results of operation could be adversely affected.
Lessee Credit Risk. If a lessee defaults upon its obligations under a lease, the
Company may be limited in its ability to enforce remedies. Most of the Company's
lessees are small domestic and foreign regional passenger airlines, which may be
even more sensitive to airline industry market conditions than the major
airlines. As a result, the Company's inability to collect rent under a
significant lease or to repossess equipment in the event of a default by a
lessee could have a material adverse effect on the Company's revenue. If a
lessee that is a certified U.S. airline is in default under the lease and seeks
protection under Chapter 11 of the United States Bankruptcy Code, under Section
1110 of the Bankruptcy Code, the Company would be automatically prevented from
exercising any remedies for a period of 60 days. By the end of the 60 day
period, the lessee must agree to perform the obligations and cure any defaults,
or the Company would have the right to repossess the equipment. This procedure
under the Bankruptcy Code has been subject to significant recent litigation,
however, and it is possible that the Company's enforcement rights may still be
further adversely affected by a declaration of bankruptcy by a defaulting
lessee. Even if an aircraft can be repossessed, the Company may be unable to
recover damages from the lessee if the condition of the aircraft when
repossessed was worse than that required by the lease.
International Risks. The Company's portfolio includes leases with foreign air
carriers. Leases with foreign lessees may present somewhat different credit
risks than those with domestic lessees.
Foreign laws, regulations and judicial procedures may be more or less protective
of lessor rights as those which apply in the United States. The Company could
experience collection problems related to the enforcement of its lease
agreements under foreign local laws and the remedies in foreign jurisdictions.
The protections potentially offered by Section 1110 of the Bankruptcy Code would
not apply to non-U.S. carriers, and applicable local law may not offer similar
protections. Certain countries do not have a central registration or recording
system with which to locally establish the Company's interest in equipment and
related leases. This could add difficulty in recovering an aircraft in the event
that a foreign lessee defaults.
Leases with foreign lessees are subject to risks related to the economy of the
country or region in which such lessee is located even if the U.S. economy
remains strong. On the other hand, a foreign economy may remain strong even
though the domestic U.S. economy does not. A foreign economic downturn may occur
and impact a foreign lessee's ability to make lease payments, even though the
U.S. and other economies remain stable. Furthermore, foreign lessees are subject
to risks related to currency conversion fluctuations. Although the Company's
current leases are all payable in U.S. dollars, in the future, the Company may
agree to leases that permit payment in foreign currency, which would subject
such lease revenue to monetary risk due to currency fluctuations. Even with
dollar-denominated lease payment provisions, the Company could still be affected
by a devaluation of the lessee's local currency which would make it more
difficult for a lessee to meet its dollar-denominated lease payments, increasing
the risk of default of that lessee, particularly if that carrier's revenue is
primarily derived in the local currency.
Competition. The Company has many competitors in the aircraft leasing industry,
including leasing companies, banks and other financial institutions and aircraft
leasing partnerships. The market is highly competitive. Most of the Company's
competitors have substantially greater financial and other resources than the
Company.
Casualties, Insurance Coverage. The Company, as owner of transportation
equipment, could be held liable for injuries or damage to property caused by its
assets. Though some protection may be provided by the United States Aviation Act
with respect to its aircraft assets, it is not clear to what extent such
statutory protection would be available to the Company and such act may not
apply to aircraft operated in foreign countries. Though the Company may carry
insurance or require a lessee to insure against a risk, some risks of loss may
not be insurable. An uninsured loss with respect to the Equipment or an insured
loss for which insurance proceeds are inadequate, would result in a possible
loss of invested capital in and any profits anticipated from such equipment.
Leasing Risks. The Company's successful negotiation of lease extensions,
re-leases and sales may be critical to its ability to achieve its financial
objectives, and will involve a number of substantial risks. Demand for lease or
purchase of the assets depends on the economic condition of the airline industry
which is in turn highly sensitive to general economic conditions. Ability to
remarket equipment at acceptable rates may depend on the demand and market
values at the time of remarketing. The market for used aircraft is cyclical, and
generally, but not always, reflects economic conditions and the strength of the
travel and transportation industry. The demand for and value of many types of
older aircraft in the recent past has been depressed by such factors as airline
financial difficulties, increased fuel costs, the number of new aircraft on
order and the number of older aircraft coming off lease. The Company's
concentration in a limited number of airframe and aircraft engine types
(generally, turboprop equipment) subjects the Company to economic risks if those
airframe or engine types should decline in value. The recent introduction of
"regional jets" to serve on short routes previously thought to be economical
only for turboprop aircraft operation could decrease the demand for turboprop
aircraft, while at the same time increasing the supply of used turboprop
aircraft. This could result in lower lease rates and values for the Company's
turboprop aircraft.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on August 14, 2001
JETFLEET III
By: /s/ Neal D. Crispin
-------------------------------
Neal D. Crispin
Title: President
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below by the following persons in the capacities indicated on August
14, 2001.
Signature Title:
/s/ Neal D. Crispin
- ------------------- President and Chairman of the
Neal D. Crispin Board of Directors of the Registrant
Chief Financial Officer