SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission File No. 0-23224
GREAT LAKES AVIATION, LTD.
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
IOWA 42-1135319
------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1022 Airport Parkway, Cheyenne, Wyoming 82001
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (307) 432-7000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO ______
------
As of November 1, 2002, there were 8,680,186 shares of Common Stock, par value
$.01 per share, issued and outstanding.
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION.................................................. 1
Item 1. Financial Statements.................................................... 1
a) Balance Sheets - unaudited
September 30, 2002 and December 31, 2001.......................... 1
b) Statements of Operations - unaudited
Three Months and Nine Months ended September 30, 2002 and 2001.... 2
c) Statements of Cash Flow - unaudited
Nine Months ended September 30, 2002 and 2001..................... 3
d) Condensed Notes to the unaudited
Interim Financial Statements................................... 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................... 6
Item 3. Quantitative and Qualitative Disclosures
About Market Risk....................................................... 16
Item 4. Control Procedures...................................................... 16
PART II. OTHER INFORMATION...................................................... 17
Item 1. Legal Proceedings....................................................... 17
Item 2. Changes in Securities and Use of Proceeds............................... 17
Item 3. Defaults Upon Senior Securities......................................... 17
Item 4. Submission of Matters to a Vote of Security Holders..................... 17
Item 5. Other Information....................................................... 17
Item 6. Exhibits and Reports on Form 8-K........................................ 17
SIGNATURES....................................................................... 18
CERTIFICATIONS................................................................... 19
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GREAT LAKES AVIATION, LTD.
Balance Sheets
(unaudited)
(in thousands, except share information)
September 30, December 31,
2002 2001
------------- ------------
ASSETS
CURRENT ASSETS:
Cash $ 505 $ 1,515
Accounts receivable, net of allowance for
doubtful accounts of $160 and $160 10,804 9,837
Inventories, net 5,338 8,100
Prepaid expenses and other current assets 208 1,364
------------- ------------
Total current assets 16,855 20,816
------------- ------------
PROPERTY AND EQUIPMENT:
Flight equipment 128,398 132,343
Other property and equipment 7,381 7,064
Less accumulated depreciation and amortization (33,869) (30,199)
------------- ------------
Total property and equipment 101,910 109,208
OTHER ASSETS 2,355 2,087
------------- ------------
$ 121,120 $ 132,111
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Notes payable and current maturities of long-term debt $ 28,265 $ 28,508
Long-term debt classified as current 70,275 82,347
Accounts payable 13,175 16,647
Past due lease payments 11,041 6,235
Accrued liabilities and unearned revenue 13,766 7,109
------------- ------------
Total current liabilities 136,522 140,846
------------- ------------
LONG-TERM DEBT, net of current maturities 3,722 4,727
DEFERRED LEASE PAYMENTS 1,666 1,904
DEFERRED CREDITS 2,805 3,130
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.01 par value; 50,000,000 shares
authorized, 8,680,186 shares issued and
outstanding at September 30, 2002 and December 31, 2001 86 86
Paid-in capital 31,367 31,367
Accumulated deficit (55,048) (49,949)
------------- ------------
Total stockholders' equity (deficit) (23,595) (18,496)
------------- ------------
$ 121,120 $ 132,111
============= ============
See condensed notes to financial statements.
1
GREAT LAKES AVIATION, LTD.
Statements of Operations
(Unaudited)
(in thousands, except share and per share information)
For the Three Months For the Nine Months
Ended September 30 Ended September 30
2002 2001 2002 2001
------------ ---------- --------- -----------
OPERATING REVENUES:
Passenger $ 14,281 $ 19,858 $ 39,807 $ 64,669
Public service 7,613 4,489 23,554 11,756
Freight, charter and other 818 877 2,564 3,612
------------ ---------- --------- -----------
Total operating revenues 22,712 25,224 65,925 80,037
------------ ---------- --------- -----------
OPERATING EXPENSES:
Salaries, wages and benefits 6,940 7,532 19,445 25,111
Aircraft fuel 3,677 4,187 9,243 14,335
Aircraft maintenance, materials
and component repairs 4,283 2,887 8,948 11,709
Commissions 169 638 789 2,118
Depreciation and amortization 1,738 1,777 5,265 5,281
Aircraft rental 1,775 2,053 5,665 6,471
Other rentals and landing fees 1,045 1,556 4,609 5,458
Other operating expenses 5,387 5,155 12,988 18,847
------------ ---------- --------- -----------
Total operating expenses 25,014 25,785 66,952 89,330
------------ ---------- --------- -----------
Operating income (loss) (2,302) (561) (1,027) (9,293)
Interest expense (1,891) (2,294) (5,485) (7,287)
Federal government assistance -- 982 -- 982
Gain on insurance recovery -- -- 1,413 --
------------ ---------- --------- -----------
NET INCOME (LOSS) $ (4,193) $ (1,873) $ (5,099) $ (15,598)
============ ========== ========= ===========
BASIC AND DILUTED (LOSS)
PER SHARE $ (.48) $ (.22) $ (.59) $ (1.80)
============ ========== ========= ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 8,680,186 8,657,651 8,680,186 8,657,651
See condensed notes to financial services
2
GREAT LAKES AVIATION, LTD.
Statements of Cash Flow
For the Nine Months Ended September 30
(Unaudited)
(in thousands)
2002(1) 2001
-------- --------
OPERATING ACTIVITIES:
Net income (loss) $ (5,099) $(15,598)
Adjustments to reconcile net (loss) income to net cash used in
operating activities
Depreciation and amortization 5,045 4,829
Gain on insurance recovery (1,413) --
Change in current operating items:
Accounts receivable, net (967) 7,581
Inventories, net 996 151
Prepaid expenses and other current assets 1,156 449
Accounts payable (3,472) 4,806
Past Due lease payments and deferred credits 5,010 3,004
Accrued liabilities and unearned revenue 6,444 827
-------- --------
Net cash flows provided by (used in) operating activities 7,700 6,049
-------- --------
INVESTING ACTIVITIES:
Purchases of flight equipment and
other property and equipment (597) (576)
Change in other assets (269) (131)
Proceeds from insurance recovery 2,163 --
-------- --------
Net cash flows provided by (used in) investing activities 1,297 (707)
-------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of notes payable and long-term debt $ -- $ 8,787
Repayment of notes payable and long-term debt (5,397) (2,959)
Payments on line of credit (4,610) (12,081)
-------- --------
Net cash flows provided by (used in) financing activities (10,007) (6,253)
-------- --------
NET CHANGE IN CASH (1,010) (911)
CASH:
Beginning of period 1,515 1,996
-------- --------
End of period 505 1,085
======== ========
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid during the period for interest $ 1,236 $ 1,371
======== ========
(1) Amounts exclude one-time effect of recording insured loss of one owned and
one leased Beech 1900D and inventory in a hangar fire on May 14, 2002. The net
book values of the Company's inventory and flight equipment lost were $794 and
$3,821 respectively, and the Company had a debt obligation for the aircraft of
$3,184. In addition, the Company incurred a liability to Raytheon Aircraft
Credit Corporation for the stipulated loss value of the leased aircraft.
Insurance proceeds on the assets totaled $9,963 of which $7,800 was paid to
Raytheon on the foregoing obligations including past due interest and deferred
lease payments on these aircraft. A gain on insurance recovery of $1,413 was
recognized representing the excess of the total insurance over the net book
value of the Company's assets that were destroyed and liability incurred on the
leased aircraft.
See condensed notes to financial statements.
3
GREAT LAKES AVIATION, LTD.
CONDENSED NOTES TO THE UNAUDITED
INTERIM FINANCIAL STATEMENTS
General
The financial statements included herein have been prepared by Great Lakes
Aviation, Ltd. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The information furnished
in the financial statements includes normal recurring adjustments and reflects
all adjustments, which are, in the opinion of management, necessary for a fair
presentation of such financial statements. The Company's business is seasonal
and, accordingly, interim results are not necessarily indicative of results for
a full year. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
financial statements be read in conjunction with the financial statements for
the year ended December 31, 2001 and the notes thereto included in the Company's
Annual Report on Form 10-K, as amended, filed with the Securities and Exchange
Commission.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Significant estimates include government subsidies, ticket pricing and revenue
apportionment with code sharing partners, economic viability of code sharing
partners, depreciable lives, impairment and obsolescence and lease termination
costs. Actual results could differ from those estimates.
The Company
The Company operates as an independent airline and as code-sharing partners with
United Airlines, Inc. ("United") and Frontier Airlines, Inc ("Frontier"). At
November 1, 2002, The Company served 35 destinations in ten states to and from
Denver. It also served five destinations in three states to and from Chicago,
six destinations in three states to and from Minneapolis, and three destinations
in three states to and from Phoenix.
Due to losses in 2000, 2001 and the first nine months of 2002, the Company has
exhausted its outside sources of working capital and has no financing agreements
in place under which it can secure additional funds. The Company is in arrears
in its payments to substantially all the institutions providing financing for
the Company's aircraft, which has resulted in substantially all of its long-term
debt being reclassified into current liabilities at December 31, 2001 and
September 30, 2002. The Company is attempting to secure a restructuring of its
obligations with its major creditors. No assurances can be made that the Company
will be successful in securing such financial restructuring.
The Company's auditors have included in their report dated April 10, 2002 on the
Company's financial statements for the year ended December 31, 2001 an
explanatory paragraph to the effect that substantial doubt exists regarding the
Company's ability to continue as a going
4
concern due to the Company's recurring losses from operations and limited
sources of additional liquidity.
New Accounting Pronouncements
Effective January 1, 2002, the Company has adopted FASB Statement No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" (FAS 144). The
statement addresses financial accounting and reporting related to the impairment
of assets and is effective for years beginning after December 15, 2001. While
Statement No. 144 supersedes Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of, it retains many
of the fundamental provisions of that Statement. Statement No. 144 also
supersedes the accounting and reporting provisions of APB Opinion No. 30,
Reporting the Results of Operations-Reporting the Effects of Disposal of A
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, for the disposal of a segment of a business. The
adoption of FAS 144 had no effect on the Company's financial position or results
of operations.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and 64, and Amendment of FASB Statement No. 13, and Technical Corrections.
This Statement, among other things, amends SFAS No. 13, Accounting for Leases,
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions. Certain
provisions of SFAS No. 145 are effective for fiscal years beginning after May
15, 2002, and other provisions related to specific transactions are effective
for those transactions occurring after May 15, 2002. Specifically, SFAS 145
amends the existing literature to require that debt extinguishments may not meet
the criteria for classification as extraordinary items in APB Opinion No. 30,
Reporting the Results of Operations--Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions, and therefore, should not be classified as
extraordinary. The Company expects that the adoption of SFAS No. 145 may have a
prospective effect on its financial statements for the financial statement
impact of any debt extinguishments that may occur in the future.
In July 2002, the Financial Accounting Standards Board also issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
applies to costs associated with (1) an exit activity that does not involve an
entity newly acquired in a business combination or (2) a disposal activity
within the scope of FASB Statement No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." Those costs include (a) certain termination
benefits (so-called one-time termination benefits), (b) costs to terminate a
contract that is not a capital lease, and (c) other associated costs including
costs to consolidate facilities or relocate employees. SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred and states that an entity's commitment to an exit
plan, by itself, does not create a present obligation that meets the definition
of a liability. SFAS No. 146 also establishes that fair value is the objective
for initial measurement of the liability. The Statement is effective for exit or
disposal activities that are initiated after December 31, 2002, however earlier
application is encouraged. The Company believes that SFAS 146 may have a
prospective effect on its financial statements for costs associated with future
exit or disposal activities it may undertake after December 31, 2002.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The discussion and analysis in this section and in the notes to the financial
statements contain certain forward-looking terminology such as "believes,"
"anticipates," "will," and "intends," "expects to", or comparable terminology
which are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected. Potential purchasers of the Company's securities are cautioned not to
place undue reliance on such forward-looking statements which are qualified in
their entirety by the cautions and risks described herein and in other reports
filed by the Company with the Securities and Exchange Commission.
6
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
For the Three Months Ended September 30
-------------------------------------------------------------------------------
2002 2001
------------------------------------------------ --------------------------
% Increase
Amount Cents Per (decrease) Amount Cents
(in 000s) ASM from 2001 (in 000s) per ASM
------------- ----------- ------------ ----------- -----------
Operating Revenues
Passenger $ 14,281 15.2(Cent) (28.1)% $ 19,858 18.2(Cent)
Public Service 7,613 8.1 69.6 4,489 4.1
Other 818 0.9 (6.7) 877 0.8
------------- ----------- ------------ ----------- ----------
Total Operating Revenues 22,712 24.2 (10.0) 25,224 23.2
------------- ----------- ------------ ----------- ----------
Operating Expenses
Salaries, wages and benefits 6,940 7.4 (7.9) 7,532 6.9
Aircraft fuel 3,677 3.9 (12.2) 4,187 3.8
Aircraft maintenance, materials
and component repairs 4,283 4.6 48.4 2,887 2.7
Commissions 169 0.2 (73.5) 638 0.6
Depreciation and amortization 1,738 1.8 (2.2) 1,777 1.6
Aircraft rental 1,775 1.9 (13.5) 2,053 1.9
Other rentals and landing fees 1,045 1.1 (32.8) 1,556 1.4
Other operating expense 5,387 5.8 4.5 5,155 4.7
------------- ----------- ------------ ----------- -----------
Total Operating Expenses 25,014 26.7 (3.0) 25,785 23.7
------------- ----------- ------------ ----------- -----------
Operating income (loss) (2,302) (2.5) 310.3 (561) (0.5)
Interest expense (1,891) (2.0) (17.6) (2,294) (2.1)
Federal government assistance -- -- (100.0) 982 0.9
------------- ----------- ------------ ----------- -----------
Net Income (loss) $ (4,193) (4.5)(Cent) 123.9 % $ (1,873) (1.7)(cent)
============= =========== ============ =========== ===========
Selected operating Data
Increase (Decrease)
2002 from 2001 2001
------------------ ----------------------- ---------------
Available Seat Miles (000s) 93,981 (13.7)% 108,849
Revenue Passenger Miles (000s) 36,971 (31.3)% 53,849
Passenger Load Factor 39.3% (10.2)pts 49.5
Passengers carried 138,276 (35.1)% 213,141
Average Yield per Revenue Passenger Mile 38.6(Cent) (1.0)% 39.0(Cent)
Operating Revenues
Operating revenues decreased 10.0% to $22.7 million in the third quarter of 2002
from $25.2 million during the third quarter of 2001. The decrease in operating
revenues is net of the result of a 31.3% decrease in Revenue Passenger Miles to
37.0 million in the third quarter of 2002 from 53.8 million during the same
period of 2001 offset by a 69.6% increase in Public Service Revenues to $7.6
million. During the first two weeks of September 2002, the Company, along with
the rest of the industry in general, experienced a significant reduction in
passenger traffic associated with the first anniversary of the terrorism events
of September 11, 2001. Available Seat Miles decreased 13.7% to 94.0 million
during the third quarter of 2002 from 108.8 million for the same period of 2001.
These decreases are a result of a reduction in scheduled operating levels and
passenger traffic begun during the fourth quarter of 2001 to focus on Essential
Air Service cities and other routes which could be expected to generate positive
cash flow during the reduction in demand following the attacks on September 11.
7
Public Service Revenues
At September 30, 2002, the Company served 29 communities on a subsidized basis
under the U.S. Department of Transportation Essential Air Service Program.
Subsidies for the three month periods ended September 30, 2002 and 2001 were
$7.6 million and $4.5 million, respectively. The increase in subsidies was
primarily due to increased subsidy rates following the increase by Congress in
the total available annual subsidy budget from $50 million prior to September
11, 2001 to $113 million effective October 1, 2001.
Service may continue to be provided after old subsidy agreements have expired
and new agreements are being negotiated. Subsidy agreements, usually for 24
month periods contain formulas, which are based in part on historic revenues
realized and costs incurred on the subsidized routes. Over time, if traffic
levels and associated revenues increase, the Company anticipates that subsidy
rates will decline to maintain a target of a five percent return on total cost
of providing the service. Agreements have been signed establishing new post
September 11, 2001 subsidy rates for 19 cities and negotiations to establish
subsidy rates for the remaining cities are continuing.
Effective January 7, 2003 the Company is terminating service from Chicago O'Hare
to Manistee, Michigan and from Minneapolis/St. Paul to Ironwood, Michigan, which
will reduce annual subsidy by approximately $1.4 million.
Operating Expenses
Total operating expenses were $25.0 million, or 26.7 cents per ASM, in the third
quarter of 2002 compared to $25.8 million or 23.7 cents per ASM in the third
quarter of 2001. Salaries, wages, and benefits expense decreased 7.9% to $6.9
million in the third quarter of 2002 from $7.5 million during the third quarter
of 2001, as a result of reductions in staffing levels, hours worked and salary
cuts. At the beginning of the third quarter 2002, the Company began hiring and
training new pilots because of attrition. Also, additional accounting and
administrative staff were added during this period.
Aircraft fuel expenses decreased 12.2%, to $3.7 million, or 3.9 cents per ASM in
the third quarter of 2002 from $4.2 million, or 3.8 cents in the third quarter
of 2001. This decrease was due to substantially reduced operating levels.
Aircraft maintenance, materials and component repair expense was 4.6 cents per
ASM or $4.3 million during the third quarter of 2002 and 2.7 cents per ASM or
$2.9 million during the third quarter of 2001 due to a concentration of engine
overhaul and hot sections during the quarter.
Commissions decreased 73.5% to $169,000 in the third quarter of 2002, from
$638,000 during the same period of 2001, as a result of lower travel agency
commission rates, decreased gross revenues, and increased direct sales. On June
12, 2002 the Company followed a majority of the airline industry by
discontinuing paying commissions to travel agents on tickets sold after that
date.
Aircraft lease expense decreased 13.5% to $1.8 million in the third quarter of
2002, from $2.1 million in the same period of 2001 as a result of the
termination of leases on one EMB-120 and two Beech 1900D aircraft. As of March
31, 2002, one of two EMB-120 aircraft leased from Finova Corporation was
returned to the lessor, and the lease was terminated. At January 1, 2002, the
Company was leasing one aircraft, a Beech 1900D, from an affiliated company for
approximately $40,000 a month. Effective March 31, 2002, the aircraft was
returned to the lessor. On May 14, 2002, a leased Beech 1900D was one of two
aircraft destroyed in a hangar fire, and lease rentals ceased May 31, 2002. The
second aircraft destroyed in the fire was a Company owned Beech 1900D aircraft.
8
Other rentals and landing fees decreased 32.8% to $1.0 million as a result of a
reduction of 14% in landings and credits from revised airport billings.
Other operating expenses increased to $5.4 million or 5.8 cents per ASM in the
third quarter of 2002 from $5.2 million or 4.7 cents per ASM in the third
quarter of 2001. The increase was primarily due to several significant charges
including an additional premium of $386,000 due after a worker's compensation
audit, a reduction of credits on hull insurance of $224,000 for grounded
aircraft and $324,000 related to additional federal security charges that were
incurred by the Company. In the fourth quarter of 2002, the Company is
transferring responsibilities for security to the federal government, and is
reducing its own staff accordingly.
Interest Expense
The decrease in interest expense from $2.3 million in the third quarter of 2001
to $1.9 million in the third quarter of 2002 is primarily due to reduced
interest rates as the majority of the Company's fleet is financed at variable
interest rates. Also, one Company owned Beech 1900D with debt of $3.2 million
was destroyed in a hangar fire. In addition, on April 30, 2002 the Company fully
paid and terminated the line of credit with Coast Business Credit.
Income Tax Expense (Benefit)
No income tax expense was recorded for the quarter ended September 30, 2002 due
to the fact that the Company utilized a loss carry forward for which a valuation
allowance had been provided.
9
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001
For the Nine Months Ended September 30
----------------------------------------------------------------------------------
2002 2001
----------------------------------------------- -------------------------------
% Increase
Amount Cents Per decrease) Amount Cents
(in 000s) ASM from 2001 (in 000s) per ASM
------------- ------------- ------------- ----------- -------------
Operating Revenues
Passenger $ 39,807 14.8(Cent) (38.4)% $ 64,669 19.0(Cent)
Public Service 23,554 8.7 100.4 11,756 3.5
Other 2,564 1.0 (29.0) 3,612 1.1
------------- ------------- ------------ ----------- -------
Total Operating Revenues 65,925 24.5 (17.6) 80,037 23.6
------------- ------------- ------------ ----------- -------
Operating Expenses
Salaries, wages and benefits 19,445 7.2 (22.6) 25,111 7.4
Aircraft fuel 9,243 3.4 (35.5) 14,335 4.2
Aircraft maintenance, materials
and component repairs 8,948 3.3 (23.6) 11,709 3.4
Commissions 789 0.3 (62.7) 2,118 0.6
Depreciation and amortization 5,265 2.0 (0.3) 5,281 1.6
Aircraft rental 5,665 2.1 (12.5) 6,471 1.9
Other rentals and landing fees 4,609 1.7 (15.6) 5,458 1.6
Other operating expense 12,988 4.8 (31.1) 18,847 5.6
------------- ------------- ------------ ----------- -------
Total Operating Expenses 66,952 24.9 (25.1) 89,330 26.3
------------- ------------- ------------ ----------- -------
Operating income (loss) (1,027) (0.4) (88.9) (9,293) (2.7)
Interest expense (5,485) (2.0) (24.7) (7,287) (2.2)
Federal government assistance -- -- (100.0) 982 0.3
Gain on insurance recovery 1,413 0.5 100.0 -- --
------------- ------------- ------------ ----------- -------
Net Income $ (5,099) (1.9(Cent) (67.3)% $ (15,598) (4.6)(Cent)
============= ============= ============ =========== =======
Selected operating Data
Increase (Decrease)
2002 from 2001 2001
-------------------- ----------------------- ---------------
Available Seat Miles (000s) 269,162 (20.7)% 339,334
Revenue Passenger Miles (000s) 102,628 (38.0)% 165,559
Passenger Load Factor 38.1% (10.7)pts 48.8%
Passengers carried 387,360 (42.5)% 673,121
Average Yield per Revenue Passenger Mile 38.8(Cent) (0.8)% 39.1
Operating Revenues
Operating revenues decreased 17.6% to $65.9 million in the first nine months of
2002 from $80.0 million during the first nine months of 2001. The decrease in
operating revenues is the net result of a 38.0% decrease in revenue passengers
miles to 102.6 million in the first nine months of 2002 from 165.6 million
during the same period of 2001 offset by a 100.4% increase in Public Service
Revenues to $23.6 million in 2002. Available Seat Miles decreased 20.7% to 269.2
million during the first nine months of 2002 from 339.3 million for the same
period of 2001. These decreases are a result of a reduction in scheduled
operating levels and passenger traffic begun during the fourth quarter of 2001
to focus on Essential Air Service cities and other routes which could be
expected to generate positive cash flow during the reduction in demand following
the attacks on September 11.
10
Public Service Revenues
At September 30, 2002, the Company served 29 communities on a subsidized basis
under the U.S. Department of Transportation Essential Air Service Program.
Subsidies for the nine month periods ended September 30, 2002 and 2001 were
$23.6 million and $11.8 million, respectively. The increase in subsidies was
primarily due to increased subsidy rates following the increase by Congress in
the total available annual subsidy budget from $50 million prior to September
11, 2001 to $113 million effective October 1, 2001. Subsidy agreements, usually
for 24 month periods contain formulas, which are based in part on historic
revenues realized and cost incurred on the subsidized routes. Over time, if
traffic levels and associated revenues increase, the Company anticipates that
subsidy rates will decline to maintain a target of a five percent return on
total cost of providing the service. Agreements have been signed establishing
new post September 11, 2001 subsidy rates for 19 cities and negotiations to
establish subsidy rates for the remaining cities are continuing.
Effective January 7, 2003 the Company is terminating service from Chicago O'Hare
to Manistee, Michigan and from Minneapolis/St. Paul to Ironwood, Michigan, which
will reduce annual subsidy by approximately $1.4 million.
Operating Expenses
Total operating expenses were $67.0 million, or 25.1 cents per ASM, in the first
nine months of 2002 compared to $89.3 million or 26.3 cents per ASM in the first
nine months of 2001. Salaries, wages, and benefits expense decreased 22.6% to
$19.4 million in the first nine months of 2002 from $25.1 million during the
first nine months of 2001, as a result of reductions in staffing levels, hours
worked and salary cuts.
Aircraft fuel expenses decreased 35.5%, to $9.2 million, or 3.4 cents per ASM in
the first nine months of 2002 from $14.3 million, or 4.2 cents per ASM in the
first nine months of 2001. This decrease was due to substantially reduced
operating levels and greater utilization of the more fuel efficient Beech 1900D
aircraft.
Aircraft maintenance, materials and component repair expense was 3.3 cents per
ASM or $8.9 million during the first nine months of 2002 and 3.4 cents per ASM
or $11.7 million during the first nine months of 2001. In September 2001, the
Company became the first operator of Pratt & Whitney PT6A-67D engines, which has
been permitted by the Federal Aviation Administration to adopt an "on condition"
maintenance program.
Commissions decreased 62.7% to $789,000 in the first nine months of 2002, from
$2.1 million during the same period of 2001 as a result of lower travel agency
commission rates decreased gross revenues, and increasing direct sales. On June
12, 2002 the Company, followed a majority of the airline industry, by
discontinuing paying commissions to travel agents on tickets sold after that
date.
Aircraft lease expense decreased 12.5% to $5.7 million in the first nine months
of 2002, from $6.5 million during the same period of 2001, as a result of
termination a lease of one EMB-120 and two Beech 1900D aircraft. As of March 31,
2002, one of two EMB-120 aircraft leased from Finova Corporation was returned to
the lessor, and the lease was terminated. At January 1, 2002, the Company was
leasing one aircraft, a Beech 1900D, from an affiliated company. Effective March
31, 2002, the aircraft was returned to the lessor. On May 14, 2002, a leased
Beech 1900D was one of two aircraft destroyed in a hangar fire, and lease
rentals ceased May 31, 2002. The second aircraft destroyed in the fire was a
Company owned Beech 1900D aircraft.
11
Other rentals and landing fees decreased 15.6% to $4.6 million as a result
primarily of reduced landings.
Other operating expenses decreased to $13.0 million or 4.8 cents per ASM in the
first nine months of 2002 from $18.8 million or 5.6 cents per ASM in the first
nine months of 2001. The decrease is primarily due to the elimination of certain
fees associated with the former United Express agreement, lower levels of
operations and other actions, which were taken to ease costs after September 11.
During this nine month period the Company incurred approximately $600,000 in
security costs which have been billed to the Transportation Security Agency, and
for which the Company expects to be reimbursed.
Interest Expense
The decrease in interest expense from $7.3 million in the first nine months of
2001 to $5.5 million in the first nine months of 2002 is primarily due to
reduced interest rates as the majority of the Company's fleet is financed at
variable interest rates. Also, one Company owned Beech 1900D with debt of $3.2
million was destroyed in a hangar fire. In addition, on April 30, 2002 the
Company fully paid and terminated the line of credit with Coast Business Credit.
Income Tax Expense (Benefit)
No income tax benefit was recorded for the nine months ended September 30, 2002
due to the fact that the Company utilized a loss carry forward position and that
the realization of any such benefits are substantially in doubt.
Contractual Obligations
The following table summarized Great Lakes' contractual obligations at December
31, 2001 in its annual report on Form 10-K, as amended:
After
2002 2003, 2004 2005, 2006 2006 Total
--------------------------------------------------------------------------------------------
Long-term debt $ 15,111,114 $ 16,689,821 $ 15,143,083 $ 55,241,561 $102,185,579
Other debt 13,396,586 0 0 0 13,396,586
Operating leases 8,469,888 15,729,276 15,002,976 37,527,110 76,729,250
--------------------------------------------------------------------------------------------
$ 36,977,588 $ 32,419,097 $ 30,146,059 $ 92,768,671 $192,311,415
--------------------------------------------------------------------------------------------
The following events, which occurred in 2002, will reduce the obligations as
described above:
. Loss of one owned Beech 1900D and the subsequent retirement of related
debt with insurance proceeds will reduce annual long-term debt payments
in the near term by approximately $250,000.
. Other debt includes amounts outstanding of $4.6 million at December 31,
2001 related to a line of credit with Coast Business Credit, which was
paid in full and terminated on April 30, 2002.
. Return of one leased EMB-120 to Finova Corporation, return of one
leased Beech 1900D to an affiliated company and the destruction of one
lease Beech 1900D in a hangar fire will reduce annual rental
obligations by approximately $1.5 million.
12
. Insurance proceeds from the destruction of one owned Beech 1900D in a
hangar file reduced long-term debt by $3.2 million.
Liquidity and Capital Resources
The Company substantially improved its results for the nine months ended
September 30, 2002 as compared to the same periods in 2001 primarily as a result
of more closely matching the level of operations to available traffic and
focusing on Essential Air service routes which produce substantial levels of
subsidy. Subsidy revenues increased from $4.5 million and $11.8 million in the
three months and nine months, respectively, in 2001 to $7.6 million and $23.6
million in the three months and nine months, respectively, in 2002. The Company
had a net loss of $5.1 million in the nine months ended September 30, 2002 as
compared to a loss of $15.6 million in the same period of 2001. The 2002 period
includes the effect of the insurance recovery on two aircraft destroyed in a
hangar fire, which increased income by $1.4 million.
For the three months ended September 30, 2002, the loss was $4.2 million,
compared to a loss of $1.9 million in the same period of 2001.
Included in the 2002 results were $1.6 million in the three month period ended
September 30, 2002, and $5.4 million in the nine month period ended September
30, 2002 related to the cost of aircraft for which the Company is committed in
excess of those aircraft necessary to operate the Company's current flight
schedules. These amounts are based upon the actual number of aircraft required
to operate the Company's current flight schedules plus two Beechcraft 1900D and
one Embraer Brasilia operating as spare aircraft. Costs associated with excess
aircraft are based on expense associated with each of the aircraft. The Company
is negotiating with Raytheon, Finova and Boeing to revise lease agreements to
recognize actual usage of these aircraft, or will incorporate them in a future
schedule or eliminate them from the fleet as the circumstances warrant, but no
plans have been finalized and no amount has been accrued related to possible
costs associated with any lease terminations and possible asset impairments.
The Company continues to be in arrears in its payments to its major creditors
providing financing for substantially all of its aircraft. At September 30,
2002, it had outstanding obligations to its creditors providing financing for
its aircraft of $115.1 million including past due principal, interest and lease
installments of $23.8 million.
Total cash at September 30, 2002 was $505,000, down from $1.5 million at
December 31, 2001. However, net cash flow provided from operating activities was
$7.7 million due to unpaid aircraft rents and increase in unearned revenues
discussed below. On April 30, 2002, the Company fully paid and terminated its
line of credit relationship with Coast Business Credit.
On May 14, 2002, one owned Beechcraft 1900D and one leased Beechcraft 1900D,
along with spare parts were destroyed by fire in a Company maintenance hangar
located in Grand Island, Nebraska. The hangar facility, owned by the Hall County
Airport Authority, was undergoing door modification at the time of the fire. Of
the total insured value of $10.0 million, $7.8 million was applied to payment of
the value of the leased aircraft and the current and past due debt and lease
obligations due Raytheon. The balance of $2.2 million is being used by the
Company to replace inventory and tooling or was added to general corporate
funds.
Accrued liabilities and unearned revenue includes liability for unused tickets
sold by Great Lakes of $3.5 million at September 30, 2002 compared to $0.4
million at December 31, 2001. The Company began selling its own tickets in
December 2001. Increased sales of the Company's
13
tickets resulted in a receivable from the credit card processor of $2.4 million
at September 30, 2002. In most instances such amounts are remitted to the
Company at approximately the same time that the passenger actually uses the
ticket which has been paid for using a credit card. Unpaid aircraft rental
installments generated the increase in deferred lease payments and deferred
credits.
For the nine months ended September 30, 2001 approximately 92% of the Company's
passenger revenues were generated utilizing United Airlines ticket stock. As a
result of changing to the current code sharing partnership with United Airlines
approximately 43% of the Company's passenger revenues continue to be on United
Airlines ticket stock. Sales on the Company's own ticket stock has grown to
represent approximately 42% of passenger revenues being generated. The Frontier
Airlines code share partnership is currently providing approximately 10% of
passenger revenue sales.
On May 14, 2002, the Company entered into an agreement setting forth certain
preconditions, which the Company must meet to induce Raytheon to consider a
possible restructuring of the Company's obligations to Raytheon. Among other
things, the agreement committed the Company to provide Raytheon with evidence
that the Company had received a conditional commitment for new equity capital in
an amount not less than $5 million, which would be contingent on an acceptable
restructuring of the Raytheon debt, by not later than June 17, 2002. It also
obligated the Company to make payments of at least $800,000 monthly commencing
May 14, 2002, until the closing of the restructuring. In turn, the Company is
seeking to achieve a conversion of a portion of the Raytheon debt into equity
and to return its surplus Beech aircraft to Raytheon.
On June 27, 2002, the Company retained the Seabury Group to assist it in
developing a revised business plan, restructuring its debt and lease obligations
as well as raising additional capital. On July 25, 2002, Raytheon indicated that
it was satisfied with the Company's and Seabury's progress in developing a
revised business plan and extended the previous June 17, 2002 deadline to
achieve the additional financing. In addition, the Company and Raytheon set a
deadline of August 26, 2002, for the Company having in place a strengthened
management team.
On August 22, 2002 the Company brought on board to its management team Charles
R. Howell IV, former President and CEO of Corporate Airlines, Inc. of Smyrna,
Tennessee. Mr. Howell has assumed the responsibilities of day to day oversight
of the Company's operations.
In addition to the financial advisory services of the Seabury Group, the Company
employed the services of James B. Glennon III who has performed senior financial
roles at Continental Airlines, Atlanta Coast Airlines and most recently at
Mesaba Holdings, Inc.
On September 4, 2002 the Company entered into a subsequent agreement with
Raytheon which contained most of the key elements of the former agreement with
Raytheon except that the requirement of new equity capital has been eliminated
and the deadline for meeting Raytheon's requirement for restructuring other
aircraft financing and certain other terms was extended until October 15, 2002.
While Raytheon has not agreed to a formal extension of this agreement, the
Company and Raytheon continue to work toward completing the necessary elements
of the restructuring as quickly as possible. Raytheon, however, may choose at
any time to terminate these discussions and take other action to resolve the
obligations of the Company to Raytheon.
14
Further adjustment of the Company's business plan is currently underway as a
result of the continuing industry wide decline in air service demand and a
corresponding questionable need for two higher cost Embraer EMB 120's that are
currently leased from Boeing Capital Corp. The Company is also reviewing the
viability of its presence in the Chicago O'Hare hub, given the possibility of
opportunities with greater return that may be available at its largest hub in
Denver, Colorado.
Approximately 68% of the Company's passenger traffic connected with United
flights during the first nine months of 2002. As a result of the relationship
with United, the Company's business is sensitive to events and risks affecting
United. If adverse events affect United's business, the Company's business is
also adversely affected. Such events could include judicial reorganization,
employee strikes or job actions, significant curtailment of services and
terrorist events. However, to the extent that the Company continues to be
successful in developing its own identity on its operating system and in
developing its code sharing relationship with Frontier, it will reduce its
dependence on United and mitigate the effects of such adverse events if they
relate to United.
On August 1, 2002, the Company attended an oral hearing before a panel
authorized by the Nasdaq Stock Market Board of Directors to determine the status
of a continued listing of the Company's common stock on The Nasdaq SmallCap
Market in view of the Company's failure to meet the stockholders' equity/market
value of listed securities/net income requirements set forth in the Marketplace
Rules for Nasdaq continued listing. On August 14, 2002 the Company's common
stock was delisted from the Nasdaq SmallCap Market. The Company's common stock
is currently trading on the Over-the-Counter Bulletin Board (OTCBB). The OTCBB
is a controlled quotation service that offers real-time quotes, last sale prices
and volume information in over-the-counter equities. Delisting of the Company's
common stock from Nasdaq could have a material adverse effect on the market
price of, and the efficiency of the trading market for, the Company's common
stock.
15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
There were no significant changes to the information reported in the Company's
2001 Annual Report on Form 10-K, as amended, for the year ended December 31,
2001. At September 30, 2002, total debt subject to variable interest rates was
$89,826,000.
ITEM 4. CONTROL PROCEDURES
We maintain a system of disclosure controls and procedures that is designed to
provide reasonable assurance that information, which is required to be
disclosed, is accumulated and communicated to management timely. Within the
90-day period prior to the filing date of this periodic report, we carried out
an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Principal Accounting and
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation, our Chief Executive Officer and Principal Accounting and
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to our
company required to be disclosed in our periodic filings with the SEC.
There were no significant changes in our internal controls or in other factors
that could significantly affect our internal controls subsequent to the date of
their most recent evaluation.
16
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On February 27, 2002, Finova Capital Corporation ("Finova") filed suit against
the Company in the United States District Court for the District of Arizona No.
Civ. 02-0362 PHX SMM. Finova alleges that the Company breached two airplane
lease agreements. Finova seeks damages, costs and attorney's fees. The Company
filed an answer to this complaint. The Company has returned one of these
aircraft to Finova and has agreed to pay mitigated damages over a 48-month
period which started in September 2002. As to the second aircraft, on November
12, 2002, the Company agreed to make monthly payments starting November 1, 2002
until the scheduled termination of the lease in October 2003. In turn, Finova
has agreed not to take any action to collect outstanding amounts due from the
Company until November 1, 2003. Finova will also work with the Company during
this period to reach a further agreement on the resolution of the Company's
obligations.
In addition, the Company is involved in routine legal actions in the ordinary
course of its business. Although the outcomes of any such legal actions can not
be predicted, in the opinion of management these routine legal proceedings are
unlikely to have a material adverse effect upon the Company's business,
operating results, cash flows and financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None to report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None to report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None to report
ITEM 5. OTHER INFORMATION
None to report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
None.
b) Reports on Form 8-K
On August 16, 2002 the Company filed a Current Report on Form 8-K
relating to the Company's securities being delisted from the
Nasdaq SmallCap Market.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.
GREAT LAKES AVIATION, LTD.
Dated: November 14, 2002 By: /s/ Douglas G. Voss
-------------------------------------
Douglas G. Voss
President and Chief Executive Officer
By: /s/ Michael L. Tuinstra
-------------------------------------
Michael L. Tuinstra
Treasurer
(Principal Accounting and Financial
Officer)
18
CERTIFICATIONS
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO RULE 13a-14
I, Douglas G. Voss, President and Chief Executive Officer of Great Lakes
Aviation, Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Great
Lakes Aviation, Ltd.;
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 we 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 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.
Dated: November 14, 2002 By /s/ Douglas G. Voss
-------------------------------------
Douglas G. Voss
President and Chief Executive Officer
19
CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO RULE 13a-14
I, Michael L. Tuinstra, Treasurer (Principal Accounting and Financial
Officer) of Great Lakes Aviation, Ltd., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Great
Lakes Aviation, Ltd.;
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 we 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 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.
Dated: November 14, 2002 By /s/ Michael L. Tuinstra
--------------------------------------------
Michael L. Tuinstra
Treasurer
(Principal Accounting and Financial Officer)
20
CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Great Lakes Aviation, Ltd.
(the "Company") on Form 10-Q for the quarterly period ended September 30, 2002,
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Douglas G. Voss, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: November 14, 2002 By /s/ Douglas G. Voss
-------------------------------------
Douglas G. Voss
President and Chief Executive Officer
21
CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Quarterly Report of Great Lakes Aviation, Ltd.
(the "Company") on Form 10-Q for the quarterly period ended September 30, 2002,
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Michael L. Tuinstra, Treasurer (Principal Accounting and Financial
Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: November 14, 2002 By /s/ Michael L. Tuinstra
--------------------------------------------
Michael L. Tuinstra
Treasurer
(Principal Accounting and Financial Officer)
22