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 June 30, 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 -- June 30, 1999 and December 31, 1998....................3 Statements of Income -- Three and six months ended June 30, 1999 and 1998......4 Statements of Cash Flows Six months ended June 30, 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 June 30, 1999 December 31, (In thousands except unit data) (Unaudited) 1998 - -------------------------------------------------------------------------------- ASSETS Cash $ 5 $ 9 Finance leases - net 71,579 75,443 Prepaid expenses and other assets 333 361 ------- ------- Total assets $71,917 $75,813 ======= ======= LIABILITIES AND PARTNERS' EQUITY LIABILITIES Distribution payable to partners $ 1,915 $ 1,915 Accounts payable and accrued liabilities 324 393 Taxes Payable 39 699 Long-term notes payable 12,820 14,505 ------- ------- Total liabilities 15,098 17,512 ------- ------- COMMITMENTS AND CONTINGENCIES PARTNERS' EQUITY Limited partners (4,625,000 units outstanding) 56,251 57,718 General partner 568 583 ------- ------- Total partners' equity 56,819 58,301 ------- ------- Total liabilities and partners' equity $71,917 $75,813 ======= ======= - ------------------------------------------- See NOTES TO CONDENSED FINANCIAL STATEMENTS 3 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== STATEMENTS OF INCOME Three Months Ended Six Months Ended (Unaudited; in thousands June 30, June 30, except per unit amounts) 1999 1998 1999 1998 - -------------------------------------------------------------------------------- REVENUES Finance lease income $1,928 $2,122 $3,910 $4,292 ------ ------ ------ ------ Total revenues 1,928 2,122 3,910 4,292 ------ ------ ------ ------ EXPENSES Interest 327 451 674 911 Management fee - general partner 158 163 317 328 Investor reporting 69 72 139 124 General and administrative 42 56 81 93 Tax on gross income 175 190 350 350 ------ ------ ------ ------ Total expenses 771 932 1,561 1,806 ------ ------ ------ ------ Net Income $1,157 $1,190 $2,349 $2,486 ====== ====== ====== ====== Net Income Allocated To: General Partner $ 12 $ 12 $ 23 $ 25 ====== ====== ====== ====== Limited Partners $1,145 $1,178 $2,326 $2,461 ====== ====== ====== ====== Net Income Per Limited Partnership Unit $ 0.25 $ 0.25 $ 0.50 $ 0.53 ====== ====== ====== ====== - ------------------------------------------- See NOTES TO CONDENSED FINANCIAL STATEMENTS 4 AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP =============================================== STATEMENTS OF CASH FLOWS Six Months Ended June 30, (Unaudited; in thousands) 1999 1998 - -------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 2,349 $ 2,486 Adjustments to reconcile net income to net cash provided by operating activities: Decrease) in accounts payable and accrued liabilities (69) (196) Increase/(Decrease) in taxes payable (660) 351 Decrease/(Increase) in prepaid expenses and other assets 28 (50) ------- ------- Net cash provided by operating activities 1,648 2,591 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Rental receipts in excess of earned finance lease income 3,864 3,481 ------- ------- Net cash provided by investing activities 3,864 3,481 ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Borrowings/(repayments) under lines of credit, net (720) 1,077 Repayment of long-term notes payable (965) (3,115) Distributions paid to partners (3,831) (4,017) ------- ------- Net cash used by financing activities (5,516) (6,055) ------- ------- Increase (decrease) in cash (4) 17 Cash at beginning of period 9 1 ------- ------- Cash at end of period $ 5 $ 18 ======= ======= ADDITIONAL INFORMATION Interest paid $ 617 $ 911 ======= ======= - ------------------------------------------- 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 Organiza- tion 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 June 30, 1999, the following amounts were outstanding: $4.8 million on a 7.4% non-recourse note collateralized by one aircraft leased to FedEx; $4.4 million on a 9.35% non-recourse note collateralized by one aircraft on lease to Trans World Airlines; and $3.5 million on a long-term variable rate revolving loan facility guaranteed by the Partnership and collateralized by two aircraft on lease to USAirways. At June 30, 1999 approximately $5.7 million remains available under the revolving loan facility. At June 30, 1999, long-term borrowings of $12.8 million represented 10.5% 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 six months of 1999 were $0.82 per limited partnership unit, representing the regular fourth-quarter and the regular first- quarter cash distributions, both distributions were for $0.41 a unit. In June 1999, the Partnership declared a second-quarter 1999 cash distribution of $0.41 per unit totaling $1,915,404 payable on August 13, 1999, to unitholders of record on June 30, 1999. Since this distribution was in excess of earnings, Partnership equity declined to $56.8 million at June 30, 1999, and limited partner equity per unit declined to $12.16. The portion of the distribution in excess of net income constitutes a return of capital. The 1998 second-quarter cash distribution was $0.41 per unit. Results of Operations - --------------------- Airlease earned $1,157,000 in the second quarter ended June 30, 1999, a decrease of $33,000 or 3% from 1998 second quarter earnings of $1,190,000. Second-quarter revenues were $1,928,000, compared with last year's second quarter revenues of $2,122,000. Net Income for the first six-months of 1999 was $2,349,000, compared with net income of $2,486,000 for the first six months of 1998. Revenues for the first half of 1999 were $3,910,000, compared with revenues of $4,292,000 for the first half of 1998. The revenue reduction in the first half of 1999 is primarily due to the scheduled decline in finance lease income as the balances due from the lessees declined (smaller asset base.) Expenses for the first six months of 1999 were $1,561,000 or $245,000 lower than expenses for the first six months of 1998 of $1,806,000. The decline in expenses is primarily due to lower interest expense in 1999 as a result of the Partnership's reduced debt balances and lower interest rates. 7 Portfolio Matters - ----------------- As of June 30, 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", "intent", "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, acquisition or disposition of aircraft, 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 August xx, 1999 By: /s/ DAVID B. GEBLER - --------------- --------------------- Date David B. Gebler Chairman, Chief Executive Officer and President August xx, 1999 By: /s/ RICHARD C. WALTER - --------------- --------------------- Date Richard C. Walter Chief Financial Officer 10