UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended January 31, 2003
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the Transition Period From _____ to ____
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Commission File Number 0-15362
NAVTECH, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 11-2883366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2340 Garden Road, Suite 207, Monterey, California 93940
(Address of principal executive offices)
Issuer's telephone number, including area code: (519) 747-1170
N/A
(Former name, former address and former fiscal year,
if changed since last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes |_| No |_|
The number of shares outstanding of the issuer's common stock as of
January 31, 2003 was 4,226,988 shares.
Transitional Small Business Disclosure Format. Yes |_| No |X|
NAVTECH, INC.
FORM 10-QSB
For the Quarter Ended January 31, 2003
INDEX
Part I. Financial Information
Item 1. Consolidated Financial Statements (unaudited) Page
----
a) Consolidated Statements of Operations
for the Three Months Ended January 31, 2003 and 2002..................... 1
b) Consolidated Balance Sheets
as of January 31, 2003 and October 31, 2002.............................. 2
c) Consolidated Statement of Stockholders' Equity
for the Three Months Ended January 31, 2003.............................. 3
d) Consolidated Statements of Cash Flows
for the Three Months Ended January 31, 2003 and 2002..................... 4
e) Notes to Consolidated Financial Statements............................... 5
Item 2. Management's Discussion and Analysis or Plan of Operation.................... 8
Item 3. Controls and Procedures...................................................... 10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................................. 11
Signatures..................................................................................... 12
Part I. Financial Information
Item 1. Consolidated Financial Statements
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In US Dollars)
(Unaudited)
------------------------------------
Three Months Ended January 31, 2003 2002
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REVENUE
Service fees $ 1,540,328 $ 1,412,111
Software license fees 63,000 226,311
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Total revenue 1,603,328 1,638,422
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COSTS AND EXPENSES
Cost of services 819,140 775,369
Cost of software license fees 1,500 49,243
Research and development 158,398 58,404
Selling and marketing 239,031 180,418
General and administrative 278,949 455,192
Amortization of goodwill - 2,799
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Total costs and expenses 1,497,018 1,521,425
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Income from operations 106,310 116,997
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Other income (expense)
Interest revenue - 827
Interest expense (17,900) (45,987)
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(17,900) (45,160)
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Income before income taxes 88,410 71,837
Income taxes 800 -
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Net earnings $ 87,610 $ 71,837
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Net earnings per share
Basic and diluted $ 0.02 $ 0.02
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See accompanying notes.
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NAVTECH, INC. 1
NAVTECH, INC.
CONSOLIDATED BALANCE SHEETS
(In US Dollars)
----------------- ----------------
January 31, October 31,
2003(1) 2002
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ASSETS
Current assets
Cash $ 83,402 $ 207,610
Accounts receivable (net of allowance for bad debts of $68,842; 614,700 527,667
2002 - $95,372)
Investment tax credits receivable 10,611 10,308
Prepaid expenses and other 85,455 84,819
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794,168 829,404
Capital assets 461,717 466,148
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$ 1,255,885 $ 1,295,552
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LIABILITIES
Current liabilities
Accounts payable and accrued liabilities $ 973,036 $ 1,025,236
Long-term debt - current portion 147,174 182,788
Obligations under capital lease - current portion 9,287 7,678
Deferred lease inducements - current portion 14,290 13,883
Deferred revenue 35,703 63,902
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1,179,490 1,293,487
Long-term debt 18,638 27,991
Obligations under capital lease 6,955 10,060
Deferred lease inducements 39,296 41,647
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1,244,379 1,373,185
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Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIENCY)
Share capital 4,835 4,835
Authorized - 20,000,000, Par Value $0.001,
Issued - 4,834,906 (2002 - 4,834,906)
Treasury stock (608) (608)
Additional paid-in capital 3,078,088 3,078,088
Accumulated other comprehensive income 58,653 57,124
Accumulated deficit (3,129,462) (3,217,072)
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11,506 (77,633)
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$ 1,255,885 $ 1,295,552
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(1) Unaudited
See accompanying notes.
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NAVTECH, INC. 2
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In US Dollars)
Accumulated Total
Additional Other Stockholders' Total
Share Capital Paid-In Comprehensive Treasury Accumulated Equity/ Comprehensive
--------- ------
Shares Amount Capital Income Stock Deficit (Deficiency) Income
- ------------------------------ --------- ------ ---------- ------------- -------- ------------ ------------- -------------
Balances, October 31, 2001 4,834,906 $4,835 $3,108,361 $48,466 $(508) $(3,626,396) $(465,242)
Treasury shares (30,273) (100) (30,373)
Translation adjustments 8,658 8,658 $ 8,658
Net earnings 409,324 409,324 409,324
- ------------------------------ --------- ------ ----------- ------------- -------- ------------ ------------- -------------
Balances, October 31, 2002 4,834,906 $4,835 $3,078,088 $57,124 $(608) $(3,217,072) $ (77,633) $417,982
- ------------------------------ --------- ------ ---------- ------------- -------- ------------ ------------- -------------
Translation adjustments 1,529 1,529 $ 1,529
Net earnings 87,610 87,610 87,610
- ------------------------------ --------- ------ ---------- ------------- -------- ------------ ------------- ------------
Balances, January 31, 2003 (1) 4,834,906 $4,835 $3,078,088 $58,653 $(608) $(3,129,462) $ 11,506 $ 89,139
- ------------------------------ --------- ------ ---------- ------------- -------- ------------ ------------- ------------
(1) (unaudited)
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NAVTECH, INC. 3
NAVTECH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In US Dollars)
(Unaudited)
---------------- -----------------
Three Months Ended January 31, 2003 2002
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OPERATING ACTIVITIES
Net earnings $ 87,610 $ 71,837
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation 37,481 39,833
Amortization of goodwill - 2,799
Gain on sale of capital assets - (100)
Provision for uncollectible accounts (28,752) 13,082
Deferred lease inducements (3,490) (3,416)
Changes in operating assets and liabilities:
Accounts receivable (44,406) 16,471
Prepaid expenses and other 1,506 1,014
Accounts payable, accrued liabilities and other liabilities (76,717) 91,943
Deferred revenue (29,384) (46,905)
Income taxes payable - 6,284
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(56,152) 192,842
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INVESTING ACTIVITIES
Proceeds on sale of capital assets - 100
Purchase of capital assets (23,320) (4,593)
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(23,320) (4,493)
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FINANCING ACTIVITIES
Redemption of shares - (373)
Repayment of factored receivables - (41,523)
Repayment of bank loans (8,188) (9,897)
Repayment of loans (38,264) (59,833)
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(46,452) (111,626)
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EFFECT OF FOREIGN EXCHANGE RATES ON CASH 1,716 10,413
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Net cash flow (124,208) 87,136
Cash, beginning of period 207,610 22,011
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Cash, end of period $ 83,402 $ 109,147
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Supplemental disclosure of cash flow information:
Cash paid during the period for interest $ (13,752) $ (30,772)
Cash paid during the period for income taxes $ - $ -
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See accompanying notes.
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NAVTECH, INC. 4
NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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DESCRIPTION OF BUSINESS AND ORGANIZATION
Navtech, Inc. (Navtech-US) was originally incorporated in the State of New York
in 1981 and then reincorporated in the State of Delaware in 1987. Navtech
Systems Support Inc. (Navtech-Canada), a wholly-owned subsidiary of Navtech-US,
was incorporated in the Province of Ontario in 1987. Navtech (UK) Limited
(Navtech-UK), a wholly-owned subsidiary of Navtech-Canada, was incorporated in
the United Kingdom in 1994. When we refer to Navtech, we are speaking of
Navtech-US and its subsidiaries.
The address of our principal executive office is 2340 Garden Road, Suite 207,
Monterey, CA 93940. We maintain a website at www.navtechinc.com. Our common
stock is publicly traded on the NASD OTC Electronic Bulletin Board under the
symbol "NAVH". For investor information, we can be reached at (519) 747-1170.
We develop, market and support flight operations management systems for the
commercial aviation industry. Our systems are designed to assist commercial
passenger and cargo air carriers in the dynamic environment of their daily
flight operations.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated balance sheet as of January 31, 2003, and the consolidated
statements of operations and consolidated statements of cash flows for the three
months ended January 31, 2003 and 2002, have been prepared by us without audit.
In our opinion, all adjustments (which include only normal recurring accrual
adjustments) necessary to present fairly the financial position, results of
operations and cash flows at January 31, 2003, and for all periods presented,
have been made.
The consolidated financial statements include the accounts of Navtech-US and its
wholly owned subsidiaries, Navtech-Canada and Navtech-UK. All material
intercompany balances and transactions have been eliminated. In accordance with
Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translations," assets and liabilities of foreign operations are translated at
current rates of exchange, while results of operations are translated at average
rates in effect for that period. Unrealized translation gains or losses are
shown as a separate component of shareholders' equity.
For information concerning our significant accounting policies, reference is
made to our Annual Report on Form 10-KSB for the year ended October 31, 2002.
Results of operations for the three months ended January 31, 2003 are not
necessarily indicative of the operating results for the full year.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued SFAS No. 141, "Business Combinations", and SFAS
No. 142, "Goodwill and Other Intangible Assets" ("FAS 141" and "FAS 142"). FAS
141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. FAS 141 also specifies the criteria
by which intangible assets acquired in a purchase method business combination be
recognized and reported separately from goodwill. FAS 142 will require that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead be tested for impairment at least annually. FAS 142 will
also require the intangible assets with definite useful lives be amortized over
their respective estimated useful lives, and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of".
We adopted the provisions of FAS 141 effective July 1, 2001 and FAS 142
effective November 1, 2002. There were no intangible assets recorded as of
November 1, 2002. Consequently, the adoption of FAS 142 has had no material
impact on the financial statements for the period ended January 31, 2003.
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NAVTECH, INC. 5
NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("FAS 144") which supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" ("FAS 121"). FAS 144 also supersedes certain aspects of the
Accounting Principles Board Opinion No. 30 ("APB 30"), "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," as related to the
reporting of the effects of a disposal of a segment of a business. FAS 144 will
require expected future operating losses from discontinued operations to be
displayed in discontinued operations in the period incurred rather than as of
the measurement date as presently required by APB 30. Additionally, more
dispositions may qualify as discontinued operations. We adopted the provisions
of FAS 144 effective November 1, 2002. FAS 144 had no material impact on the
financial statements for the period ended January 31, 2003.
In December 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" ("FIN 45"). FIN 45 requires that upon issuance of a
guarantee, the guarantor must disclose and recognize a liability for the fair
value of the obligation it assumes under that guarantee. The initial recognition
and measurement requirement of FIN 45 is effective for guarantees issued or
modified after December 31, 2002. As of January 31, 2003, we had not issued or
modified any guarantees after December 31, 2002. The disclosure requirements of
FIN 45 are effective for interim and annual periods ending after December 15,
2002. Our guarantees issued before December 31, 2002, which would have been
disclosed in accordance with the disclosure requirements of FIN 45, were not
material.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment to FASB Statement No.
123" (SFAS 148). SFAS 148 requires expanded and more prominent presentation of
the pro forma disclosures previously required by SFAS 123. The new presentation
is required for financial statements for fiscal years ending after December 15,
2002. We have adopted the provisions of SFAS 148 effective November 1, 2002. We
have determined that SFAS 148 will have no material impact on our future
financial statements.
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NAVTECH, INC. 6
NAVTECH, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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EARNINGS PER SHARE
Basic and diluted earnings per share are calculated as follows:
Three Months ended January 31,
--------------------------------------
2003 2002
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Numerator:
Reported net earnings (A) $ 87,610 $ 71,837
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Adjustments:
Amortization of goodwill from continuing operations $ - $ 2,799
Net earnings - adjusted (B) $ 87,610 $ 74,636
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Denominator:
Denominator for basic earnings per share - weighted average
number of common shares outstanding (C) 4,226,988 4,326,988
Effect of dilutive securities:
Employee stock options 360,000 -
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Denominator for diluted earnings per share - adjusted weighted
average number of common shares outstanding (D) 4,586,988 4,326,988
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Earnings per share - basic (A)/(C) $ 0.02 $ 0.02
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Earnings per share - diluted (A)/(D) $ 0.02 $ 0.02
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Adjusted earnings per share - basic (B)/(C) $ 0.02 $ 0.02
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Adjusted earnings per share - diluted (B)/(D) $ 0.02 $ 0.02
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Dilutive securities consist of employee stock options and warrants. Specific
employee stock options and warrants are excluded if their effect is
antidilutive.
COMMITMENTS AND CONTINGENCIES
There were no significant commitments or contingent liabilities as at January
31, 2003.
COMPARATIVE FIGURES
Certain accounts for the comparative period have been reclassified to conform
with the presentation adopted in the current year.
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NAVTECH, INC. 7
NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements as that term is
defined in the federal securities laws. The events described in forward-looking
statements contained in this Quarterly Report may not occur. Generally these
statements relate to business plans or strategies, projected or anticipated
benefits or other consequences of our plans or strategies, projected or
anticipated benefits from acquisitions to be made by us, or projections
involving anticipated revenues, earnings or other aspects of our operating
results. The words "may," "will," "expect," "believe," "anticipate," "project,"
"plan," "intend," "estimate," and "continue," and their opposites and similar
expressions are intended to identify forward-looking statements. We caution you
that these statements are not guarantees of future performance or events and are
subject to a number of uncertainties, risks and other influences (including
those set forth in our Annual Report on Form 10-KSB for the year ended October
31, 2002), many of which are beyond our control, that may influence the accuracy
of the statements and the projections upon which the statements are based. Our
actual results, performance and achievements could differ materially from those
expressed or implied in these forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking statements, whether
from new information, future events or otherwise. The following discussion
should be read in conjunction with the financial statements and notes found in
Item 1 of Part I of this Form 10-QSB. All financial information is based on our
fiscal calendar.
Results of operations
Revenue
Revenue from service fees was approximately $1.5 million for the three months
ended January 31, 2003, compared with approximately $1.4 million for the three
months ended January 31, 2002. The increase in service fees in 2003 were
primarily due to an increase in fees from existing customers of approximately
$87,000 and an increase in fees from new customers of approximately $153,000.
These increases were offset by the loss in fees of approximately $53,000 from
customers who ceased operations in prior quarters and the loss of revenue
totaling approximately $59,000 from one-time customers in 2002 and customers who
terminated our services in prior quarters.
Revenue from software license fees was approximately $63,000 for the three
months ended January 31, 2003 as compared to $226,000 during the three months
ended January 31, 2002. In the three months ended January 31, 2003, we completed
a license sale of our FINS Weather and NOTAM's system, while in the three months
ended January 31, 2002, we completed a license sale of our CLASS preferential
bidding system.
Costs and expenses
Cost of services increased approximately 6%, or approximately $45,000, from
approximately $775,000 for the three months ended January 31, 2002 to
approximately $819,000 for the three months ended January 31, 2003. This change
is primarily attributable to an increase in salaries and benefits of
approximately $80,000, and an increase in royalties of approximately $22,000.
Offsetting these increases were a decrease in communications costs of
approximately $15,000, a decrease in facilities costs of approximately $22,000,
and a decrease in agents' fees of approximately $16,000. The increase in
salaries and benefits is due to an increase in headcount completed in the fourth
quarter of 2002. Specifically, we created a new quality assurance department
comprised of four full-time equivalents and we hired a new Vice President of
Operations in fiscal 2002. Royalties increased due to the increase in Aircraft
Performance service fees in the three months ended January 31, 2003. We
currently pay a royalty for the use of some of the products used to generate
these revenues. The fluctuation in the cost of communications for the three
months ended January 31, 2003 was due to large credits owing from our major
communications supplier following a reconciliation of our account for the past
several months. These savings were partially offset by an increase in frame
relay costs to supply data to new customers in Europe. The cost of facilities
was lower in the three months ended January 31, 2003 following the closures of
our facilities in Ottawa, Canada and Montreal, Canada
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NAVTECH, INC. 8
NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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in the third quarter of fiscal 2002. The fees charged by our agents decreased
due to the variable nature of these charges. Fees are incurred based on the
flight requests of some of our European and African customers and the cost of
these services depend on the requests received and the services provided during
the quarter. No further increases are expected in future quarters without
changing the current structure of our operations. With respect to the royalties
incurred, these costs are expected to increase in conjunction with increases in
revenues from specific services and products, namely V1PlusTM and CGProTM.
Cost of software license fees was approximately $1,500 for the three months
ended January 31, 2003 as compared to approximately $49,000 during the three
months ended January 31, 2002. In the three months ended January 31, 2003, we
completed a license sale of our FINS Weather and NOTAM's system, while in the
three months ended January 31, 2002, we completed a license sale of our CLASS
preferential bidding system. The cost of the CLASS installation was much higher
than the FINS Weather and NOTAM's system given the greater complexity and
customization of the system. Cost of software license fees consist primarily of
installation time and related travel expenses.
Research and development expenditures increased approximately 171%, or
approximately $100,000, from approximately $58,000 for the three months ended
January 31, 2002 to approximately $158,000 for the three months ended January
31, 2003. This increase is due to our commitment to invest more in strategic
research and development activities in fiscal 2003 in order to enhance the
functionality of our current suite of products. In addition to an increase in
headcount during fiscal 2002, including the addition of a new Vice President of
Software Development, we also allocated more existing staff to strategic
activities during the three months ended January 31, 2003. Our investment in
strategic research and development is expected to increase in future quarters as
we continue to add to our development team. However, these increases are
dependent on our ability to maintain future profitability.
Selling and marketing expenses increased approximately 32%, or approximately
$59,000, from approximately $180,000 for the three months ended January 31, 2002
to approximately $239,000 for the three months ended January 31, 2003. This
increase is attributable to an increase in salaries and benefits of
approximately $25,000, an increase in travel costs of approximately $17,000, and
an increase in other expenses of approximately $17,000. The increase in salaries
and benefits is due to the addition of one sales person in the fourth quarter of
2002 coupled with higher commissions earned in the three months ended January
31, 2003 based on revenue from new customers added in recent months. The
increase in sales travel is consistent with the increase in sales force as well
as an increase in the number of opportunities currently being pursued. Other
expenses consist of marketing expenses and sales training for our sales force
and account managers. Our investment in our sales force and account management
team is expected to increase in future quarters with the addition of salespeople
and account managers. However, these increases are dependent on our ability to
increase our revenue growth in future quarters.
General and administrative expenses decreased approximately 39%, or
approximately $176,000, from approximately $455,000 for the three months ended
January 31, 2002 to approximately $279,000 for the three months ended January
31, 2003. This decrease is due primarily to a decrease in salaries and benefits
of approximately $95,000, a decrease in corporate travel costs of approximately
$16,000, and a decrease in bad debts expense of approximately $89,000.
Offsetting these decreases were an increase in the cost of business insurance of
approximately $20,000 and an increase in other general and administrative
expenses of approximately $4,000. The decrease in salaries and benefits as well
as the related corporate travel costs is due to the departure of our former CEO
in the three months ended January 31, 2002. Bad debts expense during the three
months ended January 31, 2002 reflected the loss of customers following the
events of September 11, 2001. In contrast, our current portfolio of customers
remained strong in the three months ended January 31, 2003. The increase in
insurance expenses in the three months ended January 31, 2003 is due to
increases in business insurance following September 11, 2001. The current year's
policies commenced in the second quarter of fiscal 2002. Based on current
quotations and market estimates, it is estimated that this expense could
increase as much as 20% for the remainder of the fiscal year.
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NAVTECH, INC. 9
NAVTECH, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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Provision for Income Taxes
The $800 recorded in the current year is due to an estimate of possible taxes
owing in the state of California for the year ended October 31, 2002. We have
not recorded a provision for income taxes on our net earnings for the three
months ended January 31, 2003. This is due to income earned in Canada where we
have sufficient losses in prior years to offset our taxable income.
Net earnings
The unaudited consolidated financial statements reflect net earnings of
approximately $88,000 for the three months ended January 31, 2003 as compared to
net earnings of approximately $72,000 for the three months ended January 31,
2002.
Liquidity and Capital Resources
As of January 31, 2003, our available funds consisted of $83,402 in cash. At
January 31, 2003, we had a working capital deficiency of $385,322 as compared to
a working capital deficiency of $464,083 as at October 31, 2002. It is
anticipated that, based on our current cost structure, we will be able to
eliminate our working capital deficiency from operating cash flow during fiscal
year 2003.
Cash flows from operations accounted for a net outflow of $56,152, primarily
based on a net increase in operating assets of approximately $43,000 and a
decrease of approximately $106,000 in operating liabilities, offset by the net
earnings for the quarter and the adjustment for non-cash items of approximately
$5,000.
Cash flows from investing activities for the three months ended January 31, 2003
represent a net outflow of $23,320, due to the purchase of capital assets.
Cash flows from financing activities for the three months ended January 31, 2003
represent a net outflow of $46,452, due to repayments of existing loans.
As of January 31, 2003, we had committed to acquiring capital assets valued at
approximately $66,000. This purchase was financed by a capital lease signed in
February 2003. As of such date, we had no other significant capital commitments.
However, we may, from time to time, consider acquisitions of complementary
businesses, products or technologies.
Item 3. Controls and Procedures
Within 90 days prior to the filing date of this report, our Chief Executive
Officer and Chief Financial Officer conducted an evaluation of the effectiveness
of our disclosure controls and procedures. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in alerting the Chief Executive Officer in
a timely manner to material information required to be included in our SEC
reports. In addition, our Chief Executive Officer and Chief Financial Officer
reviewed our internal controls, and there have been no significant changes in
our internal controls or in other factors that could significantly affect those
controls subsequent to the date of our last evaluation.
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NAVTECH, INC. 10
NAVTECH, INC.
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Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3(A) Certificate of Incorporation, as amended (1)
3(B) By-Laws, as amended (2)
99 Certificate of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
We did not file any Current Reports on Form 8-K during the quarter ended
January 31, 2003.
Items 1 through 5 are not applicable and have been omitted.
(1) We hereby incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our
Quarterly Report on Form 10-QSB for the fiscal period ended April 30, 2001.
(2) We hereby incorporate the footnoted exhibit by reference in accordance with
Rule 12b-32, as such exhibit was originally filed as an exhibit in our
Annual Report on Form 10-KSB for the fiscal year ended October 31, 1999.
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NAVTECH, INC. 11
NAVTECH, INC.
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Signatures
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
Navtech, Inc.
Date: March 5, 2003 By: /s/ David Strucke
---------------------------------------
David Strucke
Chief Executive Officer
(Principal Executive Officer, Principal
Financial Officer, Principal
Accounting Officer, and Duly
Authorized Officer)
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NAVTECH, INC. 12
NAVTECH, INC.
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Certification
I, David Strucke, Chief Executive Officer and Chief Financial Officer of
Navtech, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Navtech, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and
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NAVTECH, INC.
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report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 5, 2003
/s/ David Strucke
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David Strucke
Chief Executive Officer and
Chief Financial Officer
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