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 September 30, 2000 [ ] 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 November 15, 2000 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 November 15, 2000 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 September 30, 2000

ASSETS Current assets: Cash $ 1,~~391~~409,~~410~~690 Deposits 1,~~014~~303,~~260~~980 Accounts receivable ~~173~~181,~~040~~640 Rent receivable 456,~~270~~670 ------------- Total current assets 2,~~623~~901,980 Aircraft and aircraft engines under operating leases, net of accumulated depreciation of $2,~~093~~255,~~150~~860 11,~~103~~246,~~090~~430 Debt issue costs, net of accumulated amortization of $~~899~~956,~~380~~540 ~~762~~704,~~070~~910 Deferred taxes ~~151~~223,~~350~~920 Prepaid expenses 64,~~240~~080 ------------- Total assets $ 1415,~~646~~081,~~730~~320 ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 21,000 Interest payable 152,120 Prepaid rents 92,940 Security deposits 107,280 Maintenance deposits 988,210 Taxes payable 270 ------------- Total current liabilities 1,361,820 Medium-term secured bonds 11,076,350 ------------- Total liabilities 12,438,170 ------------- 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 (268,090) ------------- Total shareholders' equity 2,208,560 ------------- Total liabilities and shareholders' equity $ 14,646,730 =============

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 280,470 Interest payable 152,120 Prepaid rents 83,180 Security deposits 155,960 Maintenance deposits 1,260,330 Taxes payable (4,370) ------------- Total current liabilities 1,927,690 Medium-term secured bonds 11,076,350 ------------- Total liabilities 13,004,040 ------------- 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 (399,370) ------------- Total shareholders' equity 2,077,280 ------------- Total liabilities and shareholders' equity $ 15,081,320 ============= See accompanying notes.

JETFLEET III Statements of Operations

For the ~~Six~~Nine Months Ended ~~June 30,~~ For the Three Months Ended ~~June~~September 30, September 30, 2000 1999 2000 1999 ---- ---- ---- ---- Revenues: Rent income $ 1,~~136~~703,~~130~~390 $ ~~950~~1,~~990~~503,220 $ ~~563~~567,~~140~~250 $ ~~409~~552,~~110~~230 Gain on sale of aircraft - 12,900 - - Interest income 5593,~~280~~760 5883,~~300~~670 3038,~~890~~490 3425,~~800~~370 ------------- ------------- ------------- ------------- 1,~~191~~797,~~410~~150 1,~~022~~599,~~190~~790 ~~594~~605,~~030~~740 ~~443~~577,~~910~~600 ------------- ------------- ------------- ------------- Expenses: Depreciation ~~316~~479,~~430~~140 ~~273~~420,~~790~~010 ~~158~~162,710 146,220 ~~132~~Provision for impairment in value of aircraft 150,~~020~~700 - 150,700 - Amortization ~~114~~171,~~310~~470 ~~114~~171,~~310~~470 57,~~150~~160 57,~~150~~160 Interest ~~456~~684,~~350~~520 ~~456~~684,~~350~~520 228,170 228,170 Maintenance 28140,~~590~~730 - 28112,~~590~~140 - Professional fees and general and administrative 3077,~~180~~660 3260,~~980~~610 2747,~~070~~500 2427,~~240~~640 Management fees 97146,~~730~~600 97146,~~730~~600 48,~~870~~860 48,~~870~~860 ------------- ------------- ------------- ------------- 1,~~043~~850,~~590~~820 ~~975~~1,~~160~~483,210 ~~548~~807,~~070~~240 ~~490~~508,~~450~~050 ------------- ------------- ------------- ------------- ~~Income~~Loss/(~~loss~~income) before taxes ~~147~~(53,~~820~~670) 47116,~~030~~580 ~~45,960~~ (46201,~~540~~500) 69,550 Tax (benefit)/provision 49(20,~~560~~650) ~~920~~2,880 18(70,~~550~~220) -1,960 ------------- ------------- ------------- ------------- Net (loss)/income $ 98(33,~~260~~020) $ 46113,~~110~~700 $ 27(131,~~410~~280) $ ~~(46~~67,~~540)~~590 ============= ============= ============= ============= Weighted average common shares outstanding 815,200 815,200 815,200 815,200 ============= ============= ============= ============= Basic ~~earnings/~~(loss/)earnings per common share $ (0.1204) $ 0.0614 $ (0.0316) $ (0.~~06)~~08 ============= ============= ============= ============= See accompanying notes.

JETFLEET III Statements of Cash Flows

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2000 1999 ---- ---- Net cash provided by operating activities $ ~~503~~978,~~170~~200 $ ~~403~~726,~~250~~980 Investing activities: -Purchase of interests in aircraft (456,750) (2,800,050) Proceeds from sale of aircraft - 1,074,970 -------------- ------------- Net cash used by investing activities: (456,750) (1,725,080) Net increase/(decrease) in cash ~~503~~521,~~170~~450 1(998,~~478,220~~100) Cash, beginning of period 888,240 1,639,760 -------------- ------------- Cash, end of period $ 1,~~391~~409,~~410~~690 $ 3641,~~117,980~~660 ============== ============= Supplemental disclosures of cash flow information: Cash paid during the period for: 2000 1999 ---- ---- Interest $ ~~456~~684,~~350~~520 $ ~~456~~694,~~350~~520 Income taxes 1421,400 920 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 on August 23, 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 September 30, 2000, the Company maintained $2,670,580 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. 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"). 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. JETFLEET III Notes to Financial Statements 1. Summary of Significant Accounting Policies (continued) 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. 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 646, 751 and 696"), a Fairchild Metro III SA-227-AC, serial number AC-621 ("S/N AC-621"), a Shorts SD3-60, serial number S/N 3656 ("S/N 3656"), a 50% undivided interest in a Shorts SD3-60, serial number S/N 3676 ("S/N 3676"), a 33% interest in a deHavilland DHC-6, serial number 668 ("S/N 668") and a Saab 340A, serial number 24 ("S/N 24"). The Company did not purchase any aircraft during the first nine months of 2000, but did capitalize a total of $456,750 of equipment added to S/N 696 and S/N 668. S/N 13 was re-leased in June 2000 to the same sub-lessee, an Australian carrier, for a one-year term. 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. S/Ns 646 and 751 are subject to similar 36-month leases, expiring in July 2001, with a U.S. regional carrier. 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 646 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 AC-621 was leased to a regional carrier in North America for a six-month term, expiring in April 2000. The lessee extended the lease to August 2000 and, subsequently, to October 2000. S/N AC-621 was returned by the lessee and, during November, the Company sold the aircraft and recognized a gain of approximately $173,000 in connection with the sale. JETFLEET III Notes to Financial Statements 2. Aircraft and Aircraft Engines Under Operating Leases (continued) Aircraft and Aircraft Engines Leases (continued) At the time of purchase, S/N 3656 and S/N 3676 were subject to similar 48-month leases, 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 and had its own facility which was certified to perform any required maintenance. On February 24, 2000, the lessee filed for reorganization. The lessee has continued to operate, and, under the reorganization plan, the lessee is continuing to lease S/N 3676, in which the Company owns a 50% interest, on a month-to-month basis at the same rent as under the original lease. 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 owners of the aircraft now believe that S/N 3676 will be returned by the lessee by year-end 2000 and that collection on any claim for the maintenance related to usage by the lessee prior to the reorganization date but not required to be performed until after the reorganization date is doubtful. The owners believe that they will realize a greater benefit if they sell 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. Because such maintenance will likely not be performed, the Company believes that there has been an impairment of the asset. The Company has, therefore, reduced the carrying value of the aircraft from $425,700 to $275,000 and recognized a provision for impairment estimated to be $150,700 at September 30, 2000. (See also Note 6, Subsequent Events.) During May 2000, S/N 3656 was re-leased to a regional airline, headquartered in Ireland, for a three-year term expiring in May 2003. S/N 668, in which the Company owns a 33% interest, was subject to a 60-month lease, expiring in July 2004, with a regional carrier in Colombia. During the third quarter of 2000, due to non-payment of rent and reserves by the lessee, the Company notified the lessee of its intent to repossess the aircraft. The Company recorded a write-off of $45,860 of rent receivable which amount was net of the security deposit held by the Company, and reduced its reserves receivable and related liability by $60,390. During November, the owners repossessed S/N 668. At September 30, 2000, the Company has also accrued $66,000 of estimated maintenance related to usage by the lessee. The owners believe that there are limited re-lease opportunities for this type of aircraft. Therefore, in November 2000, the owners signed a non-binding term sheet for the sale of the aircraft to be consummated on November 30, 2000 which, if successful, would allow the Company to realize a gain on the sale of approximately $35,000. (See also Note 6, Subsequent Events.) S/N 24 is subject to a lease, expiring in October 2002, with a regional carrier in North America. 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 on October 31, 1998 and October 31, 1999, the Bonds bear interest at the rate of 8.24% per annum for the periods November 1, 1998 through October 31, 1999 and November 1, 1999 through October 31, 2000. Interest is due and payable on a quarterly basis, in arrears, on the first business day of February, May, August and November. The carrying amount of the Bonds approximates fair value. JETFLEET III Notes to Financial Statements 4. Income Taxes The items comprising income tax expense are as follows:

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2000 1999 ---- ---- Current tax provision Federal $ - $ - State 68,~~460~~820 ~~920~~2,880 ------------- -------------- Current provision 68,~~460~~820 ~~920~~2,880 ------------- -------------- Deferred tax provision Federal 45(23,~~450~~270) 1539,~~410~~050 State (26,~~350~~200) 2933,~~950~~790 ------------- -------------- Deferred tax provision 43(29,~~100~~470) 4572,~~360~~840 Change in valuation allowance - (4572,~~360~~840) ------------- -------------- Subtotal 43(29,~~100~~470) - ------------- -------------- Total provision for income taxes $ 49(20,~~560~~650) $ ~~920~~2,880 ============= ==============

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: Income tax expense at statutory federal income tax rate $ (18,250) $ 39,630 State taxes net of federal benefit (1,020) 1,650 State franchise taxes - 2,880 Tax rate differences (1,380) 31,560 Change in valuation allowance - (72,840) ------------- -------------- Total provision for income taxes $ (20,650) $ 2,880 ============= ==============

Temporary differences and carryforwards which gave rise to a significant portion of deferred tax assets and liabilities as of September 30, 2000 are as follows: Deferred tax assets: Net operating loss $ 232,730 Maintenance deposits 409,360 Prepaid rent 29,860 State franchise taxes 270 Amortization of organization costs 40 ------------- Subtotal 672,260 Valuation allowance - ------------- Net deferred tax assets 672,030 Deferred tax liability - Depreciation of aircraft (448,340) ------------- $ 223,920 =============

The Company anticipates generating 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 2009. JETFLEET III Notes to Financial Statements 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 nine months of 2000 and 1999, the Company paid a total of $146,600 and $146,600, respectively, in management fees to JMC. 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 nine months of 2000, it did not pay any acquisition fees or Chargeable Acquisitions Expenses to JMC. During the first nine months of 1999, the Company paid JMC a total of $112,870 in acquisition fees. 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 the first nine months of 2000 or 1999. 6. Subsequent Events During November 2000, the Company sold S/N AC-621 and recognized a gain of approximately $173,000 in connection with the sale. The Company intends to use the sales proceeds along with excess cash flow to purchase an additional income-producing asset. At the time of purchase in July 1997, S/N 3676, in which the Company owns a 50% interest, was under a lease 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 and had its own facility which was certified to perform any required maintenance. In February 2000, the lessee filed for reorganization. The lessee has continued to operate, and, under the reorganization plan, the lessee has continued to lease S/N 3676 on a month-to-month basis at the same rent as under the original lease. 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 owners of the aircraft now believe that S/N 3676 will be returned by the lessee by year-end 2000 and that collection on any claim for the maintenance related to usage by the lessee prior to the reorganization date but not required to be performed until after the reorganization date is doubtful. The owners believe that they will realize a greater benefit if they sell 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. Because such maintenance will likely not be performed, the Company believes that there has been an impairment of the asset. The Company has, therefore, reduced the carrying value of the aircraft from $425,700 to $275,000 and recognized a provision for impairment estimated to be $150,700 at September 30, 2000. If, as the Company anticipates, it is unable to collect a substantial portion of its claim in bankruptcy for unfunded maintenance requirements, this possibility, along with the asset impairment for S/N 3676 recognized during the third quarter of 2000, may have an adverse affect upon the Company's ability to repay its Bond indebtedness in full at maturity. JETFLEET III Notes to Financial Statements 6. Subsequent Events (continued) The Company owns a 33% interest in S/N 668. Over the last several months, the owners of the aircraft have tried to work out a payment plan under which the lessee of S/N 668, a Colombian regional carrier, could continue to use the aircraft while paying reduced rent and deferring the shortfall until the lessee became more profitable. The owners attempted to perfect a first priority secured interest in real estate owned by the lessee, the estimated fair market value of which approximated the monies owed the owners. However, after protracted negotiations, the lessee failed to sign the necessary documents, and the owners began repossession efforts which were completed in November 2000. The owners believe that there are limited re-lease opportunities for this type of aircraft. Therefore, in November 2000, the owners signed a non-binding term sheet for the sale of the aircraft to be consummated on November 30, 2000 which, if successful, would allow the Company to realize a gain on the sale of approximately $35,000. The proceeds of such sale would then be used along with the proceeds from the sale of S/N AC-621 noted above, along with excess cash flow, to purchase an additional income-producing asset. 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 return of S/N 3676, collection of unfunded maintenance requirements for S/N 3676, realization of a greater benefit from sale of S/N 3676 rather than re-leasing to a new lessee, the limited re-lease opportunities for S/N 668, the possible sale of S/N 668 and use of proceeds to purchase assets, the effect of the impairment of S/N 3676 on the Company's ability to repay its indebtedness, 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, recovery of unfunded maintenance requirements from the Company's lessee under reorganization, and generation of future taxable income to realize the benefits of the remaining deferred tax assets on the balance sheet 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. Capital Resources and Liquidity At September 30, 2000, the Company had cash balances of $1,409,690 and deposits of $1,303,980. The Company's cash balances were held for the interest payment made to the Unitholders in November 2000, for normally recurring expenses and for investment in additional Income Producing Assets. Since Inception, the Company's funds have come in primarily the form of an initial contribution from JMC, proceeds from the Offering and rental revenue from the Income Producing Assets purchased using those proceeds. The Company's liquidity will vary in the future, 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 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 May 2003. During November 2000, the Company sold S/N AC-621 and recognized a gain of approximately $173,000 in connection with the sale. S/N 668 was repossessed in November 2000 due to non-payment of rent and reserves by the lessee and a non-binding term sheet has been signed for the sale of the aircraft to be consummated on November 30, 2000 which, if successful, would allow the Company to realize a gain on the sale of approximately $35,000. The proceeds of such sale would then be used along with the proceeds from the sale of S/N AC-621 noted above, along with excess cash flow, to purchase an additional income-producing asset. 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 on October 31, 1998 and October 31, 1999, the Bonds have borne interest at the rate of 8.24% per annum for the periods November 1, 1998 through October 31, 1999 and November 1, 1999 through October 31, 2000. The Company has determined that the rate will remain at 8.24% for the period November 1, 2000 through October 31, 2001. Although the Company had a net loss in the first nine months of 2000 versus net income for the same period in 1999, it also recognized additional depreciation and a provision for impairment in the value of an aircraft during 2000, the net effect of which contributed to an increase in cash flow from operations from year to year. The increase was also due to a decrease in rent receivable and an increase in accounts payable from year to year. The effect of these changes was only partially offset by an increase in cash classified as deposits, accounts receivable and deferred taxes and a decrease in prepaid rents. The decrease in cash flow used by investing activities was due to the Company's purchase of an aircraft during August 1999 versus no such purchases, other than capitalizing the cost of equipment added to two planes already owned, in 2000. There were no cash flows from financing activities during the first nine months of 2000 or 1999 because the Offering terminated during June 1997. Results of Operations The Company recorded net loss of ($33,020) and net income of $113,700 or ($0.04) and $0.14 per share for the nine months ended September 30, 2000 and 1999, respectively. The Company recorded net loss of ($131,280) and net income of $67,590 or ($0.16) and $0.08 per share for the three months ended September 30, 2000 and 1999, respectively. Rental income increased by approximately $200,000 and $15,000 during the nine months and three months ended September 30, 2000 and 1999, respectively, as a result of the purchase of S/N 24 during August 1999. This increase was partially offset by the sale of an aircraft during March 1999, the one-month off-lease period for S/N 13 during the second quarter of 1999 and the repossession of S/N 668 and the associated write-off of rent receivable during the third quarter of 2000. Depreciation increased by approximately $59,000 and $16,000 during the nine months and three months ended September 30, 2000 versus 1999 as a result of the depreciation expense incurred as a result of the purchases of S/N 668 and S/N 24 during July and August 1999, respectively. This effect was only partially offset by the sale of an aircraft during March 1999. Maintenance expense increased by approximately $140,000 and $112,000 in the nine month and three periods of 2000 as a result of maintenance work performed on S/N 3656 in order to prepare it for re-lease and the accrual of estimated maintenance to be performed on S/N 668, as a result of reserves which the Company was unable to collect from the lessee. The company wrote off the receivable for uncollected maintenance during September 2000. During the third quarter of 2000, the Company recorded a provision for impairment in value of S/N 3676 based on its estimated fair value. If, as the Company anticipates, it is unable to collect a substantial portion of its claim in bankruptcy for unfunded maintenance requirements, this possibility, along with the asset impairment for S/N 3676 recognized during the third quarter of 2000, may have an adverse affect upon the Company's ability to repay its Bond indebtedness in full at maturity. Factors that May Affect Future Results Claims Against Bankrupt Lessee. The Company owns 100% of one aircraft (S/N 3656), and 50% of a second aircraft (S/N 3676) leased to a British regional carrier. The lessee filed for reorganization under U.K. law in February 2000. The lessee is continuing to operate, and, under a reorganization plan adopted by the trustee managing the reorganization, the lessee agreed to continue leasing S/N 3676, on a month-to-month basis at the same rent as under the original lease, which represents 6% of the Company's current monthly lease revenue. The lessee also agreed to begin paying monthly maintenance reserves for S/N 3676 based on the hours flown. 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 and had its own facility which was certified to perform any required maintenance. In February 2000, the lessee suspended payments for and returned S/N 3656, and the Company has since re-leased the aircraft to an Irish regional carrier. Costs incurred by the Company in connection with the re-lease of S/N 3656 have been expensed during the second quarter of 2000. The Company has identified its pre-reorganization claims, such as costs related to the maintenance of the aircraft prior to the reorganization but not required to be performed until after the reorganization, and any unpaid lease rentals for both aircraft, which will be considered an unsecured claim against the lessee. It is unlikely, however, that the Company will recover the full amount of such claims from the lessee, and a substantial deficiency in recovery could adversely affect the Company's ability to repay its Bond indebtedness in full at maturity. 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 impairment of S/N 3676 described in "Results of Operations" above and/or other risks described below in the risk factors entitled "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 November 15, 2000. 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 November 15, 2000. Signature Title /s/ Neal D. Crispin President and Chairman of the ------------------- Neal D. Crispin Board of Directors of the Registrant Chief Financial Officer

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