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 September 30, 2004
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. 33-2794
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POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
State of Organization: California
IRS Employer Identification No. 94-2985086
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
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in rule 12b-2 of the Exchange Act). Yes No X
--- ---
This document consists of 15 pages.
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
FORM 10-Q - For the Quarterly Period Ended September 30, 2004
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a) Condensed Balance Sheets - September 30, 2004 and
December 31, 2003............................................3
b) Condensed Statements of Operations - Three and Nine Months
Ended September 30, 2004 and 2003............................4
c) Condensed Statements of Changes in Partners' Capital
(Deficit) - Year Ended December 31, 2003
and Nine Months Ended September 30, 2004.....................5
d) Condensed Statements of Cash Flows - Nine Months
Ended September 30, 2004 and 2003............................6
e) Notes to Condensed Financial Statements......................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...........10
Item 4. Controls and Procedures.................................13
Part II. Other Information
Item 1. Legal Proceedings.......................................14
Item 6. Exhibits................................................14
Signature ........................................................15
2
Part 1. Financial Information
-----------------------------
Item 1. Financial Statements
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
CONDENSED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2004 2003
---- ----
ASSETS:
CASH AND CASH EQUIVALENTS $ 4,547,997 $ 4,649,947
RECEIVABLE FROM AFFILIATE 18,318 --
OTHER RECEIVABLES 403 1,612
AIRCRAFT HELD FOR SALE -- 1,049,000
----------- -----------
Total Assets $ 4,566,718 $ 5,700,559
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):
PAYABLE TO AFFILIATES $ -- $ 120,867
ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 153,198 124,580
----------- -----------
Total Liabilities 153,198 245,447
----------- -----------
PARTNERS' CAPITAL (DEFICIT):
General Partner (3,602,148) (3,651,782)
Limited Partners, 499,730 units in 2004
and 499,757 units in 2003
issued and outstanding 8,015,668 9,106,894
----------- -----------
Total Partners' Capital 4,413,520 5,455,112
----------- -----------
Total Liabilities and Partners' Capital $ 4,566,718 $ 5,700,559
=========== ===========
The accompanying notes are an integral part of these condensed statements.
3
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2004 2003 2004 2003
---- ---- ---- ----
REVENUES:
Rent from operating leases $ -- $ 305,003 $ -- $ 1,924,456
Interest 15,048 10,746 33,592 38,769
Gain on sale of aircraft 33,591 -- 34,591 --
Lessee return condition settlements -- 56,952 -- 177,697
Lessee settlements 74,054 -- 149,078 69,346
Other income 8,406 -- 8,406 --
----------- ----------- ----------- -----------
Total Revenues 131,099 372,701 225,667 2,210,268
----------- ----------- ----------- -----------
EXPENSES:
Depreciation -- 1,046,155 -- 2,058,650
Write-up of aircraft held for sale -- -- (175,000) --
Management fees to general partner -- 8,357 -- 50,428
Operating 128,119 161,969 229,596 278,423
Administration and other 65,422 75,395 240,913 236,231
----------- ----------- ----------- -----------
Total Expenses 193,541 1,291,876 295,509 2,623,732
----------- ----------- ----------- -----------
NET LOSS $ (62,442) $ (919,175) $ (69,842) $ (413,464)
=========== =========== =========== ===========
NET INCOME (LOSS) ALLOCATED
TO THE GENERAL PARTNER $ 58,444 $ (9,192) $ 146,809 $ 598,192
=========== =========== =========== ===========
NET LOSS ALLOCATED
TO LIMITED PARTNERS $ (120,886) $ (909,983) $ (216,651) $(1,011,656)
=========== =========== =========== ===========
NET LOSS PER LIMITED
PARTNERSHIP UNIT $ (0.24) $ (1.82) $ (0.43) $ (2.02)
=========== =========== =========== ===========
The accompanying notes are an integral part of these condensed statements.
4
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
Year Ended December 31, 2003 and
Nine Months Ended September 30, 2004
General Limited
Partner Partners Total
------- -------- -----
Balance, December 31, 2002 $ (3,555,808) $ 16,352,341 $ 12,796,533
Net income (loss) 598,345 (996,571) (398,226)
Cash distribution to partners
($12.50 per Limited
Partnership Unit) (694,319) (6,248,876) (6,943,195)
------------ ------------ ------------
Balance, December 31, 2003 (3,651,782) 9,106,894 5,455,112
Net income (loss) 146,809 (216,651) (69,842)
Cash distribution to partners
($1.75 per Limited
Partnership Unit) (97,175) (874,575) (971,750)
------------ ------------ ------------
Balance, September 30, 2004 $ (3,602,148) $ 8,015,668 $ 4,413,520
============ ============ ============
The accompanying notes are an integral part of these condensed statements.
5
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
2004 2003
---- ----
OPERATING ACTIVITIES:
Net loss $ (69,842) $ (413,464)
Adjustments to reconcile net loss to net
cash (used in) provided by operating
activities:
Depreciation -- 2,058,650
Write-up of aircraft held for sale (175,000) --
Gain on sale of aircraft (34,591) --
Changes in operating assets and liabilities:
Increase in receivable from affiliate (18,318) --
Decrease in rent and other receivables 1,209 199,948
Increase in prepaid expense -- (3,871)
(Decrease) increase in payable to
affiliates (120,867) 39,105
Increase (decrease) in accounts
payable and accrued liabilities 28,618 (432,011)
Decrease in deferred income -- (475,123)
------------ ------------
Net cash (used in) provided
by operating activities (388,791) 973,234
------------ ------------
INVESTING ACTIVITIES:
Net proceeds from sale of aircraft 1,258,591 --
------------ ------------
Net cash provided by
investing activities 1,258,591 --
------------ ------------
FINANCING ACTIVITIES:
Cash distributions to partners (971,750) (6,943,195)
------------ ------------
Net cash used in financing
activities (971,750) (6,943,195)
------------ ------------
CHANGES IN CASH AND CASH EQUIVALENTS (101,950) (5,969,961)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,649,947 10,605,028
------------ ------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 4,547,997 $ 4,635,067
============ ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Transfer of operating lease assets to
assets held for sale $ -- $ 500,000
============ ============
The accompanying notes are an integral part of these condensed statements.
6
POLARIS AIRCRAFT INCOME FUND II,
A California Limited Partnership
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and the Partnership
Polaris Aircraft Income Fund II, A California Limited Partnership (PAIF-II or
the Partnership), was formed on June 27, 1984 for the purpose of acquiring and
leasing aircraft. The Partnership will terminate no later than December 2010.
Upon organization, both the General Partner and the initial Limited Partner
contributed $500 to capital. The Partnership recognized no profits or losses
during the periods ended December 31, 1984 and 1985. The offering of Limited
Partnership units terminated on December 31, 1986, at which time the Partnership
had sold 499,997 units of $500, representing $249,998,500. All partners were
admitted to the Partnership on or before December 1, 1986. During January 1998,
24 units were redeemed by the Partnership in accordance with section 18 of the
Limited Partnership Agreement. During the nine months ended September 30, 2004,
27 units were abandoned. At September 30, 2004, there were 499,730 units
outstanding, net of redemptions.
As of September 30, 2004, the Partnership had sold all of its remaining
aircraft. With the completion of such sales, the Partnership plans to make a
final distribution of cash and terminate the Partnership thereafter. The General
Partner expects the final cash distribution and termination of the Partnership
will occur during the fourth quarter of 2004.
Polaris Investment Management Corporation (PIMC), the sole General Partner of
the Partnership, supervises the day-to-day operations of the Partnership. PIMC
is a wholly-owned subsidiary of Polaris Aircraft Leasing Corporation (PALC).
Polaris Holding Company (PHC) is the parent company of PALC. General Electric
Capital Corporation (GE Capital), an affiliate of General Electric Company, owns
100% of PHC's outstanding common stock. PIMC has entered into a services
agreement dated as of July 1, 1994 with GE Capital Aviation Services, Inc.
(GECAS). Amounts paid and allocations to related parties are described in Notes
4 and 5.
Note 2. Reclassification
Certain 2003 amounts have been reclassified to conform to the 2004 presentation.
These reclassifications had no impact on previously reported net income or
partners' capital.
Note 3. Accounting Principles and Policies
In the opinion of management, the condensed financial statements presented
herein include all adjustments, consisting only of normal recurring items,
necessary to summarize fairly 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. The condensed balance sheet at December 31, 2003 has
been derived from the audited financial statements at that date but does not
include all of the information and note disclosures required by accounting
principles generally accepted in the United States (GAAP). These statements
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should be read in conjunction with the financial statements and notes thereto
for the years ended December 31, 2003, 2002, and 2001 included in the
Partnership's 2003 Annual Report to the SEC on Form 10-K.
Note 4. Related Parties
Under the Limited Partnership Agreement (the Agreement), the Partnership paid
the following amounts for the current quarter to the General Partner, PIMC, in
connection with services rendered or payments made on behalf of the Partnership:
Payments made during the
Three Months Ended
September 30, 2004
------------------
Out-of-Pocket Operating
Expense Reimbursement $ 85,357
Out-of-Pocket Administrative
Expense Reimbursement 167,365
--------
$252,722
========
As of September 30, 2004, the Partnership also has a net Receivable from
Affiliate of $18,318 which is comprised of a receivable due from PIMC totaling
$33,985 (see Note 8) and a payable due to PIMC totaling $15,667 representing
reimbursement of out-of-pocket administrative expenses.
Note 5. Partners' Capital
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.
Note 6. Aircraft and Depreciation
The Partnership periodically reviewed the estimated realizability of the
residual values at the projected end of each aircraft's economic life. 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 was increased.
8
Aircraft on lease were carried at cost unless deemed impaired, in which case the
asset was recorded at fair value. Aircraft on lease were deemed impaired, 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) was less than the carrying value of the aircraft. An impairment
loss was recognized equal to the difference between the net carrying value of
the asset and its fair value.
Aircraft held for sale were carried at the lower of cost or fair value less cost
to sell. During the three and nine months ended September 30, 2004, the
Partnership recognized a write-up of $0 and $175,000, respectively, in the
carrying value of aircraft held for sale due to changes in estimated fair market
values based on the selling price of the Partnership's remaining aircraft in the
July 23, 2004 Aircraft Sale and Purchase Agreement. The adjustment to increase
the net carrying value did not result in a net carrying value in excess of the
original net carrying value of the assets when they were initially designated as
held for sale.
Note 7. Sale of Aircraft
On February 9, 2004 the General Partner, on behalf of the Partnership, sold four
DC-9-30 aircraft for $450,000 in cash. The Partnership recognized a gain on the
sale of $1,000. On August 27, 2004 the General Partner, on behalf of the
Partnership, sold its six remaining DC-9-30 aircraft for $808,591 in cash, net
of selling costs. The Partnership recognized a gain on the sale of $34,591.
Note 8. Subsequent Events
On November 5, 2004, the Partnership received a payment of $78,050 representing
a distribution from an original administrative rent claim in the amount of
$422,989 filed against a former lessee's bankrupt estate. Also, in November
2004, the Partnership received an additional payment of $32,440 (plus interest
of $1,545) representing a distribution associated with the original rent claim
that was remitted by the bankruptcy estate to GECAS in December 2002. This
payment is included in Lessee Settlements on the Statement of Operations for the
three and nine months ended September 30, 2004 and is included in Receivable
from Affiliate as of September 30, 2004. Further, the Partnership expects to
receive an additional payment totaling $84,125 from the bankruptcy estate
associated with the administrative rent claim during the fourth quarter of 2004.
As such it is expected that the Partnership will ultimately received 100% of the
administrative claim amount.
9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-Looking Statements
Certain portions of this Quarterly Report on Form 10-Q contain forward-looking
statements that are based on management's expectations, estimates, projections
and assumptions. Words such as "expects", "anticipates", "plans", "believes",
"scheduled", "estimates" and variations of these words and similar expressions
are intended to identify forward-looking statements, which include but are not
limited to projections of revenues, earnings, cash flows, aircraft disposition
and the like. Forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, as amended.
These statements are not guarantees of future performance and involve certain
risks and uncertainties, which are difficult to predict. Therefore, actual
future results and trends may differ materially from what is forecast in
forward-looking statements due to a variety of factors such as, without
limitation, general U.S. and international political and economic conditions.
All forward-looking statements speak only as of the date of this report, or, in
the case of any document incorporated by reference, the date of that document.
All subsequent written and oral forward-looking statements attributable to the
Partnership or any person acting on its behalf are qualified by the cautionary
statements in this report. The Partnership does not undertake any obligation to
update or publicly release any revisions to forward-looking statements to
reflect events, circumstances or changes in expectations after the date of this
report.
Business Overview
At September 30, 2004, Polaris Aircraft Income Fund II (PAIF-II or the
Partnership) no longer owns any aircraft from its original portfolio of 30 used
McDonnell Douglas DC-9-30 commercial jet aircraft (DC-9-30). On August 27, 2004,
the Partnership sold its six remaining DC-9-30 aircraft to an unaffiliated buyer
and received net cash proceeds of $808,591. During the three months ended March
31, 2004, the Partnership sold four DC-9-30 aircraft on February 9, 2004 for
total cash proceeds of $450,000. These DC-9-30 aircraft had been stored in New
Mexico while being marketed for sale. Prior to December 31, 2004, the General
Partner expects the Partnership to make its final distribution of cash and to
terminate the Partnership thereafter.
Partnership Operations
The Partnership recorded a net loss of $62,442, or $0.24 per Limited Partnership
Unit, for the three months ended September 30, 2004, compared to a net loss of
$919,175, or $1.82 per Limited Partnership Unit, for the three months ended
September 30, 2003. The Partnership recorded net a loss of $69,842, or $0.43 per
Limited Partnership Unit, for the nine months ended September 30, 2004, compared
to a net loss of $413,464, or $2.02 per Limited Partnership Unit, for the nine
months ended September 30, 2003. Variances in net income may not correspond to
variances in net income per Limited Partnership Unit due to the allocation of
components of income and loss in accordance with the Limited Partnership
Agreement.
The decrease in net loss during the three and nine months ended September 30,
2004 as compared to the same periods in 2003, is primarily due to the write-up
of the carrying value of aircraft held for sale and gain on sale of aircraft, an
absence of depreciation expense and management fees to the General Partner and a
decrease in operating expenses, partially offset by an absence of rental income,
as discussed below.
10
The absence of rental income from operating leases during the three and nine
months ended September 30, 2004, as compared to $305,003 and $1,924,456,
respectively, in the same periods in 2003, is due to all lease terms having
expired during 2003.
Interest income increased slightly during the three months ended September 30,
2004, as compared to the same period in 2003, primarily due to the receipt of
net sales proceeds totaling $1,258,591 and recent increases in interest rates.
Interest income decreased slightly during the nine months ended September 30,
2004, as compared to the same period in 2003, primarily due to lower interest
rates during the first two quarters of 2004 and lower average cash balances.
The recognized gain on sale of aircraft during the three and nine months ended
September 30, 2004 of $33,591 and $34,591, respectively, was due to the sale of
four of the Partnership's aircraft on February 9, 2004 for $450,000 and the sale
of the six remaining aircraft on August 27, 2004 for $808,591, net of selling
costs. There were no aircraft sales during the same periods in 2003.
There were no revenues from payments of lessee return condition settlements
during the three and nine months ended September 30, 2004, as compared to
$56,952 and $177,697, respectively, for the same periods in 2003, due to all
remaining aircraft having been returned upon lease expiration during 2003. There
were two aircraft returned during the three months ended September 30, 2003 and
a total of five aircraft returned during the nine months ended September 30,
2003.
During the three and nine months ended September 30, 2004, the Partnership
recognized lessee settlement income in the amount of $74,054 and $149,078,
respectively, as compared to $0 and $69,346, respectively, recognized during the
same periods in 2003. The payments received during the 2004 and 2003 periods
resulted from distributions by a former lessee's bankrupt estate representing a
portion of the $422,989 administrative rent claims initially filed by the
Partnership pursuant to the bankruptcy (also see Note 8).
Aircraft held for sale were carried at the lower of cost or fair value less cost
to sell. During the nine months ended September 30, 2004, the Partnership
recognized income of $175,000, or $0.35 per Limited Partnership Unit, on the
write-up of the carrying value of five of its aircraft, which previously had
been reduced through additional depreciation expense as the result of past
reviews of estimated market values. The estimated fair market value of the
aircraft held for sale was based on the total sale price of $820,000 for the
Partnership's six DC-9-30's in the July 23, 2004 Aircraft Sale and Purchase
Agreement. The carrying value of one of the Partnership's aircraft was not
adjusted because its cost basis determined at lease expiration was less than the
estimated fair market value. No adjustments to the market value of aircraft held
for sale were made during the three months ended September 30, 2004 and the
three and nine months ended September 30, 2003.
The absence of depreciation expense and management fees to the General Partner
during the three and nine months ended September 30 2004, as compared to the
same periods in 2003, was due to all lease terms having expired during 2003.
Operating expenses decreased during the three and nine months ended September
30, 2004, as compared to the same periods in 2003, primarily due to maintenance
and storage related costs associated with the aircraft while being held for
sale. During the nine months ended September 30, 2004, ten aircraft were held in
11
storage until February 9, 2004 when four were sold and six remained in storage
until August 27, 2004 when these aircraft were sold. As of September 30, 2003,
nine aircraft were held in storage while being marketed for sale.
Administration and other expense decreased during the three months ended
September 30, 2004, as compared to the same period in 2003, primarily due to
decreased legal fees related to various SEC and investor reporting matters and
printing and postage expenses. Administration and other expense increased
slightly during the nine months ended September 30, 2004, as compared to the
same period in 2003.
Liquidity and Cash Distributions
Liquidity - No further rent payments were due during the nine months ended
September 30, 2004 since all lease terms expired during 2003. The Partnership
received all payments due from its sole lessee for the aircraft remaining on
lease during the nine months ended September 30, 2003.
PIMC, the General Partner, has determined that cash reserves be maintained as a
prudent measure to ensure that the Partnership has available funds for winding
up the affairs of the Partnership and for other contingencies. As of September
30, 2004, the Partnership has liquidated all of its aircraft and in November
2004 received two distributions of $78,050 and $32,440 from a former lessee's
bankrupt estate representing payments on the original $422,989 administrative
rent claims made by the Partnership against the lessee's estate (see Note 8
also). Prior to December 31, 2004, the General Partner expects the Partnership
to make its final distribution of cash and to terminate the Partnership
thereafter.
Cash Distributions - Cash distributions to Limited Partners during the nine
months ended September 30, 2004 and 2003 were $874,575, or $1.75 per Limited
Partnership Unit, and $6,248,876, or $12.50 per Unit, respectively. The General
Partner had determined that it is in the best interests of the Partnership to
suspend any further cash distributions until the Partnership is in a position to
dissolve, wind up, terminate and make a final distribution of its remaining
cash. In reaching this conclusion, the General Partner considered the
anticipated costs of storing and insuring the aircraft pending sale, the
anticipated costs of marketing and preparing the aircraft for sale, the
anticipated costs of winding up the Partnership's business, the uncertainty as
to the period of time required to sell the aircraft and wind up the Partnership,
the uncertainty as to the terms on which the Partnership's aircraft would be
sold and the desirability of maintaining a prudent level of cash reserves for
Partnership needs and contingencies.
The Partnership does not have any material off-balance sheet commitments or
obligations.
12
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
PIMC management reviewed the Partnership's internal controls and procedures and
the effectiveness of these controls. As of September 30, 2004, PIMC management,
including its Chief Executive Officer and Chief Financial Officer, carried out
an evaluation of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures pursuant to Rules 13a-14(c) and
15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that the
Partnership's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Partnership required to be
included in its periodic SEC filings.
(b) Change to internal controls
There was no change in the Partnership's internal controls over financial
reporting or in other factors during the Partnership's last quarter that
materially affected, or are reasonably likely to materially affect, the
Partnership's internal controls over financial reporting. There were no
significant deficiencies or material weaknesses, and therefore no corrective
actions taken.
13
Part II. Other Information
--------------------------
Item 1. Legal Proceedings
As discussed in Item 3 of Part I of Polaris Aircraft Income Fund II's (the
Partnership) 2003 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 June 30, 2004,
there is one pending legal proceeding involving the Partnership. There have been
no material developments with respect to such proceeding during the period
covered by this report. However, the Partnership has received the payments
described in Note 8 to the Financial Statements.
Other Proceedings - Item 10 in Part III of the Partnership's 2003 Form 10-K and
Item 1 of Part II of the Partnership's Quarterly Report to the SEC on Form 10-Q
for the period ended June 30, 2004 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
a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
31.1 CEO Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 CFO Certification Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
14
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 II,
A California Limited Partnership
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner
November 15, 2004 By: /s/ Stephen E. Yost
- ----------------- ----------------------------------------
Stephen E. Yost, Chief Financial Officer
15