10-Q 1 d98946e10vq.txt FORM 10-Q FOR QUARTER ENDED JUNE 30, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 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 Number 333-88593 WORLDWIDE FLIGHT SERVICES, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1932711 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1001 WEST EULESS BOULEVARD SUITE 320 EULESS, TEXAS 76040 (Address of principal executive offices) (Zip Code) (817) 665-3200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No. . --- --- The number of shares of the registrant's common stock outstanding as of August 1, 2002 was 1,000 shares. There is no public trading market for the shares of the registrant's common stock. CO-REGISTRANTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. The words "believe," "estimate," "anticipate," "project," "intend," "expect," and similar expressions are intended to identify forward-looking statements. All forward-looking statements involve some risks and uncertainties. In light of these risks and uncertainties, the forward-looking events discussed in this report might not occur. Factors that may cause actual results or events to differ materially from those contemplated by the forward-looking statements include, among other things, the following possibilities: o future revenues are lower than expected; o increase in payroll or other costs and/or shortage of an adequate base of employees; o loss of significant customers through bankruptcy or industry consolidation; o inability to obtain additional capital due to covenant restrictions or other factors, and/or increases in debt levels beyond our ability to support repayment; o conditions in the securities markets are less favorable than expected; o costs or difficulties relating to the integration of businesses that we acquire are greater than expected; o expected cost savings from our acquisitions are not fully realized or realized within the expected time frame; o competitive pressures in the industry increase; and o general economic conditions or conditions affecting the airline industry or other industries that ship cargo by air, whether internationally, nationally or in the states in which we do business, are less favorable than expected. You are cautioned not to place undue reliance on forward-looking statements contained in this report as these speak only as of its date. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. INDEX WORLDWIDE FLIGHT SERVICES, INC. PART I. FINANCIAL INFORMATION Item 1 Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001 Consolidated Statements of Operations for the three months and six months ended June 30, 2002 and 2001 Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001 Notes to Consolidated Financial Statements Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3 Quantitative and Qualitative Disclosures about Market Risk PART II. OTHER INFORMATION Item 1 Legal Proceedings Item 6 Exhibits and Reports on Form 8-K SIGNATURES

PART I. FINANCIAL INFORMATION WORLDWIDE FLIGHT SERVICES, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)

See accompanying notes. WORLDWIDE FLIGHT SERVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS)

See accompanying notes. WORLDWIDE FLIGHT SERVICES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)

See accompanying notes. WORLDWIDE FLIGHT SERVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2002 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Because of seasonal and other factors, operating results for the three-month and six-month periods ended June 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. The balance sheet at December 31, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements included in the Worldwide Flight Services, Inc. (the "Company" or "Worldwide") Annual Report on Form 10-K for the year ended December 31, 2001. The accompanying consolidated interim financial statements include the accounts of Worldwide together with its subsidiaries. The Company reports financial information and evaluates its operations by locations and not by its four service categories. As a result, the Company has determined that it operates under one reportable segment. On October 5, 2001, Vinci Airports US Inc. acquired all of the capital stock of WFS Holdings, Inc., the parent of Worldwide Flight Services, Inc. This acquisition did not result in a new entity, but it did result in a change in the basis of accounting. Consequently, the financial information at any point or for any period subsequent to October 5, 2001 is not comparable to financial information at any point or for any period prior to the acquisition. Worldwide continues to gather information needed to reflect the acquired assets and liabilities at fair values as of the date of acquisition, therefore, the final allocation of the purchase price remains subject to change. Any changes in purchase price allocation identified from gathering this additional information may result in changes in goodwill and the related asset, liability and deferred tax amounts. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Comprehensive Income (Loss) The following table presents the components of total comprehensive income (loss), net of tax, for the three-month and six-month periods ended June 30, 2002 and June 30, 2001 (in thousands).

Common Stock As of June 30, 2002 and December 31, 2001, the Company had 1,000 shares of common stock, $.01 par value, authorized and outstanding. Property and Equipment Property and equipment are carried at cost and are depreciated using the straight-line method over their estimated useful lives. Maintenance and repair costs are expensed as incurred. At the time of sale, October 5, 2001, the fair value of fixed assets was estimated to be approximately their net book value of $47.9 million. In accordance with the purchase method of accounting, Worldwide is assessing the fair value of its property and equipment. Any changes to finalized fair value would be an adjustment to the asset, deferred taxes and goodwill. 2. CHANGE IN ACCOUNTING FOR GOODWILL AND CERTAIN OTHER INTANGIBLES On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangibles Assets. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to impairment tests at least annually. In the fourth quarter of 2001 we performed an assessment of the carrying value of our goodwill due to the significant slowdown of the airline industry after September 11. As a result of this assessment we recorded a goodwill impairment charge of $40.0 million to write down the value of our goodwill. As required by SFAS No. 142, the Company performed an impairment analysis of its goodwill and other intangible assets and determined no further transition adjustment was necessary. Supplemental comparative disclosure as if the change had been retroactively applied to the prior year period is as follows (in thousands):

3. COMMITMENTS AND CONTINGENCIES The National Transportation Safety Board (the "NTSB") is investigating the crash of an Emery Worldwide Airlines, Inc. cargo jet on February 16, 2000. The crash occurred shortly after takeoff from Mather Field in Sacramento, California, killing all three people aboard. Miami Aircraft Support, Inc., a subsidiary of Worldwide, loaded the cargo onto the plane. We are cooperating with the NTSB in the investigation, and to date the NTSB has not issued its report. In addition to the NTSB investigation, we are one of several defendants in three individual lawsuits arising out of the crash. One of the suits is filed in state court in California, one in state court in Ohio, and one in state court in Texas. We believe that we have adequate insurance coverage for any liability that may ultimately be assessed in these suits. Miami-Dade County is currently investigating various environmental conditions at the Miami International Airport. During the second quarter of 2001 the County filed a lawsuit against several companies operating within the airport. Worldwide was not directly named in this lawsuit, however we were named as a potential contributor. Worldwide's portion of the cleanup cost cannot be reasonably estimated due to various factors, including the unknown extent of the remedial actions that may be required and the proportion of costs that will ultimately be assigned to Worldwide. Other than the Miami-Dade action, we are not aware of any other significant environmental issues or related actions. Actions and claims against the Company under common law and state and federal statutes for employment, personal injury, property damage and breach of contract arise in the ordinary course of its businesses. The remedies sought in such actions include compensatory, punitive and exemplary damages as well as equitable relief. Reserves for such lawsuits and claims are recorded to the extent that losses are deemed probable and can be reasonably estimated. In the opinion of management, the resolution of all such pending lawsuits and claims will not have a material effect on the earnings, cash flows or consolidated financial position of Worldwide. AMR Earn-Out In connection with its initial acquisition from AMR Corporation ("AMR") on March 31, 1999, Worldwide is contingently obligated to pay AMR an additional amount if revenues from AMR exceed specific amounts over a ten-year period from the date of the acquisition. If these revenue targets are met, we will pay AMR up to $10.0 million plus accrued interest. We are not able to predict whether or not we will meet these revenue targets therefore, no liability is recorded in our financial statements. 4. DEBT As of June 30, 2002, the Company's long-term debt consisted primarily of $125.8 million of 12 1/4 % Senior Notes due August 2007 (the "Senior Notes") and $4.7 million of capital lease obligations. The Company's obligation under the Senior Notes is unconditionally guaranteed on a joint and several basis by its domestic subsidiaries (see Note 8). On October 5, 2001 we established an intercompany demand loan from our parent Vinci Airports US Inc. to provide short-term liquidity. The interest rate on this loan is based on the one-month LIBOR rate plus 0.75% and is payable upon demand. At June 30, 2002, the outstanding balance was $77.1 million, which consists of $74.5 million of principal, $1.4 million of interest and $1.2 million of fees related to a consulting arrangement with Vinci Airports US Inc. On May 3, 2002 the Company entered into a discretionary line of credit facility (the "Facility") with JPMorgan Chase Bank (the "Bank"), which expires on March 31, 2003. Subject to the discretion of the Bank, the maximum amount available under the Facility is the lesser of $15 million or seventy-five percent of the Company's eligible accounts receivable balance, as defined in the agreement. The Facility is secured by the Company's trade accounts receivable and is subject to certain financial and non-financial covenants. Interest is based on an adjusted LIBOR rate or the Bank's Prime rate, at the option of the Company when the loan is originated. At June 30, 2002, there was no outstanding balance due on this facility. 5. RESTRUCTURING CHARGES The following table summarizes the activity related to the restructuring reserve (in thousands):

As indicated in Note 1, the final allocation of the purchase price remains subject to change, therefore, revisions to our restructuring reserve were made through goodwill. 6. RELATED PARTY TRANSACTIONS On October 5, 2001 we established an intercompany demand loan from Vinci Airports US Inc. to provide short-term liquidity until we can acquire other funding. (See Note 4) The interest rate on this loan is based on the one-month LIBOR rate plus 0.75% and is payable upon demand. For the six-month period ended June 30, 2002, we borrowed an additional $3.3 million, net and accrued $1.0 million in interest expense. In addition, we accrued $0.7 million in fees for management services provided by Vinci Airports US Inc. In conjunction with the purchase of Worldwide, Vinci Airports US Inc. also purchased Airline Container Acquisition Corp. ("ACAC") and its subsidiaries. Worldwide has no ownership in ACAC or any of its subsidiaries, therefore, ACAC's financial information is not included in the consolidated financial statements of Worldwide. As of June 30, 2002 Vinci Airports US Inc. and ACAC had purchased $27.4 million and $10.0 million, respectively, of our Senior Notes on the open market. ACAC purchased the notes in the first quarter of 2001. Vinci Airports US Inc. purchased $5.0 million of Notes in October 2001 and another $22.4 million of Notes in December 2001. On February 15, 2002 Vinci Airports US Inc. and ACAC received an interest payment from us of $1.4 million and $0.6 million, respectively, on these notes. 7. FINANCIAL INSTRUMENTS In connection with the former Senior Secured Credit Facility, Worldwide was required to purchase interest rate caps in order to manage risks related to changes in variable interest rates. The interest rate caps limited Worldwide's exposure to floating interest rates and caps it at 6.5%. These caps have a notional amount of $20.0 million and $50.0 million at June 30, 2002 and December 31, 2001, respectively. In March 2002, $30.0 million of these caps expired and the remaining $20.0 million expire in March 2003. The approximate fair value of these instruments at June 30, 2002 and December 31, 2001 was zero. 8. SUBSEQUENT EVENTS In July and August of 2002, Vinci Airports US Inc. purchased an additional $12.0 million in aggregate of our Senior Notes on the open market. To help fund these purchases, Worldwide paid $3.9 million on the intercompany demand loan from Vinci Airports US Inc. 9. FINANCIAL INFORMATION FOR SUBSIDIARY GUARANTORS The Senior Notes discussed in Note 4 are fully and unconditionally guaranteed on a joint and several basis by current domestic subsidiaries. Foreign subsidiaries do not guarantee the Senior Notes. The following tables present condensed consolidating financial information for the Company, its subsidiary guarantors and non-guarantor foreign subsidiaries (in thousands): CONDENSED CONSOLIDATING BALANCE SHEET JUNE 30, 2002

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2002

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2002

CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2001

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2001

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Overall Summary Revenues, operating income, and net loss for the three-month period ended June 30, 2002 were $87.0 million, $2.9 million, and $1.6 million, respectively. Revenue, operating loss, and net loss for the three-month period ended June 30, 2001 were $84.2 million, $0.6 million, and $4.5 million, respectively. Revenues, operating income, and net loss for the six-month period ended June 30, 2002 were $173.1 million, $6.1 million, and $3.1 million, respectively. Revenue, operating loss, and net loss for the six-month period ended June 30, 2001 were $176.5 million, $0.5 million, and $9.4 million, respectively. On September 11, 2001 four passenger airline aircraft were hijacked and destroyed in terrorist attacks on the World Trade Center and the Pentagon. During the weeks following the attacks, the airline industry experienced a sharp decline in passenger traffic and yields. In response, many airlines reduced their operating schedules by as much as 20%. The long-term impact is not yet known, however, air traffic has not yet returned to pre-September 11 levels. Revenues Total revenues increased $2.8 million to $87.0 million for the quarter ended June 30, 2002 and decreased $3.4 million to $173.1 million in the six-month period ended June 30, 2002 compared to the same periods in 2001. The $2.8 million increase is mainly attributable to short-term service contracts in North America and an increase in revenue at various international locations. These increases were partially offset by decreases in North American revenues. The lingering effects of September 11, 2001 and a decrease in demand for deicing were the primary causes of the $3.4 million decrease for the six-month period. In the months following September 11, 2001, we experienced a significant decline in flight frequencies that continued to negatively impact revenues in 2002. In addition, certain customers in-sourced their ground handling services resulting in lost revenues. Salaries, wages and benefits Salaries, wages and benefits decreased $0.6 million to $54.7 million for the quarter ended June 30, 2002 and $4.8 million to $109.1 million in the six-month period ended June 30, 2002 compared to the same periods in 2001. The decrease is primarily attributable to the same factors impacting our revenues, which include a decrease in demand for deicing, lower flight frequencies due to the events of September 11, and lost contracts, partially offset by increases relating to new passenger service contracts. Materials, supplies and services Materials, supplies and services increased $1.4 million to $12.6 million for the quarter ended June 30, 2002 and decreased $1.3 million to $24.9 million in the six-month period ended June 30, 2002 compared to the same periods in 2001. The $1.4 million increase mainly relates to new passenger service contracts in the second quarter of 2002. The $1.3 million decrease is primarily attributable to the same factors impacting our revenues, which include a decrease in demand for deicing, lower flight frequencies due to the events of September 11, bankruptcies and lost contracts, partially offset by increases relating to new passenger service contracts. Depreciation and amortization Depreciation and amortization decreased $2.1 million to $2.9 million for the quarter ended June 30, 2002 and $3.9 million to $5.9 million in the six-month period compared to the same periods in 2001. The decrease is primarily attributable to the impact of adopting SFAS No. 142, which eliminated the amortization of goodwill. Operating income For the quarter ended June 30, 2002, we had operating income of $2.9 million, compared to operating income of $0.6 million in 2001. For the six-month period ended June 30, 2002, we had operating income of $6.1 million, compared to operating income of $0.5 million in 2001. Operating income was positively impacted by the adoption of SFAS No. 142 and the reduction of other costs as discussed above. LIQUIDITY AND CAPITAL RESOURCES Until the acquisition on October 5, 2001, our primary sources of liquidity were cash flows from operations and borrowings under the former Senior Secured Credit Facility. At the change of control the Senior Secured Credit Facility was terminated and fully repaid for $46.5 million. From October 5, 2001, the primary source of liquidity was cash flows from borrowings under the intercompany demand loan. The intercompany demand loan from Vinci Airports US Inc. was established to provide short-term liquidity. The interest rate on this loan is based on the one-month LIBOR rate plus 0.75% and is payable upon demand. At June 30, 2002, the outstanding balance was $77.1 million. On May 3, 2002 the Company entered into a discretionary line of credit facility (the "Facility") with JPMorgan Chase Bank (the "Bank"), which expires on March 31, 2003. Subject to the discretion of the Bank, the maximum amount available under the Facility is the lesser of $15 million or seventy-five percent of the Company's eligible accounts receivable balance, as defined in the agreement. The Facility is secured by the Company's trade accounts receivable and is subject to certain financial and non-financial covenants. Interest is based on an adjusted LIBOR rate or the Bank's Prime rate, at the option of the Company when the loan is originated. At June 30, 2002, there was no outstanding balance due on this facility. In the six-month period ended June 30, 2002, $3.3 million of net cash was used in operations and $3.3 million, net was borrowed under the intercompany demand loan. In addition to funding operations, approximately $1.9 million was used to fund capital expenditures. At June 30, 2002, we had $5.7 million of cash and cash equivalents. As of June 30, 2002, we had $130.5 million of long-term debt of which approximately $1.4 million is due within one year. Our long-term debt consists of Senior Notes with a face value of $124.5 million and a carrying value of $125.8 million and $4.7 million in capital lease obligations. The Senior Notes are due in 2007 and interest is payable semi-annually on February 15 and August 15. Based on the Senior Notes outstanding at June 30, 2002 our annual interest payments are approximately $15.3 million. In addition to our debt service obligation, our principal liquidity needs are for working capital and capital expenditures. In the six-month period ended June 30, 2002, we spent $1.9 million on capital expenditures, primarily for ground handling equipment to support our business, compared to $9.6 million during the same period in 2001. In 2002 we expect a continued reduction in our capital expenditures mainly attributable to the declining economic conditions of the airline industry and the completion of several core computer projects in 2001. Our working capital requirements, capital expenditures and scheduled debt service requirements for the next twelve months will be provided through a combination of anticipated cash flow generated from operations and borrowings. Recent Accounting Pronouncements On January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangibles Assets. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to impairment tests at least annually. In the fourth quarter of 2001 we performed an assessment of the carrying value of our goodwill due to the significant slowdown of the airline industry after September 11. As a result of this assessment we recorded a goodwill impairment charge of $40.0 million to write down the value of our goodwill. As required by SFAS No. 142, the Company performed an impairment analysis of its goodwill and other intangible assets and determined no further transition adjustment was necessary. Application of the non-amortization provisions of SFAS No. 142 avoided goodwill amortization expense of approximately $4.3 million for the six-month period ended June 30, 2002, based on the goodwill balance at December 31, 2001. On January 1, 2002, we also adopted SFAS No. 141, Business Combinations and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets which did not have any impact on our financial statements. We plan to adopt SFAS No. 143, Accounting for Asset Retirement Obligations, SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, SFAS No. 146, Accounting For Cost Associated With Exit or Disposal Activities as required on January 1, 2003. We are studying the impact that these new standards will have on our consolidated financial statements and currently do not expect the adoption of these new standards to have a significant effect on our results of operations or financial position. Significant Accounting Policies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe the following critical accounting policies require the most significant estimates and judgments. As a result of the acquisition on October 5, 2001, we adjusted our assets and liabilities to their estimated fair values as required by the purchase method of accounting. These estimates were based on the nature of our assets and liabilities, as well as our understanding of current market conditions. Although the final fair value allocations are not yet complete and are subject to change, we recorded goodwill of $210.9 million, which represented the difference between the purchase price and the initial estimate of the fair value of net assets acquired on the date of the transaction. We will periodically review our goodwill for impairment in accordance with SFAS No. 142. (See Note 2) We periodically review the estimated useful lives of our depreciable assets based on factors including historical experience, the expected beneficial service period of the asset, the quality and durability of the asset and our maintenance policy. The following is a listing of other items that are inherently uncertain and require subjective and complex judgments: o Health and medical liability o Workers compensation liability o Allowance for doubtful accounts o Provisions for legal and environmental reserves Other Jeff Kinsella, Executive Vice President, North American Operations, left the Company in April 2002. On August 11, 2002, US Airways Group Inc. filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Eastern District of Virginia. We are still assessing the impact of this filing on our accounts receivable. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information about market risks for the three months ended June 30, 2002 does not differ materially from that discussed under Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2001. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS See Note 2 of Notes to Consolidated Financial Statements herein for a description of legal proceedings. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits A list of exhibits required by Item 601 of Regulation S-K and filed as part of this report is set forth in the Exhibits Index, which immediately precedes such exhibits. (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WORLDWIDE FLIGHT SERVICES, INC. (Registrant) August 14, 2002 By: /s/ JEAN-FRANCOIS GOUEDARD -------------------------------------- Jean-Francois Gouedard President and Chief Executive Officer (duly authorized signatory) August 14, 2002 By: /s/ JAY P. NORRIS ------------------------------------- Jay P. Norris Controller (Principal Accounting Officer) Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WORLDWIDE FLIGHT SECURITY SERVICE CORPORATION (Registrant) August 14, 2002 By: /s/ JEAN-FRANCOIS GOUEDARD ------------------------------------- Jean-Francois Gouedard President and Chief Executive Officer (duly authorized signatory) August 14, 2002 By: /s/ JAY P. NORRIS ------------------------------------- Jay P. Norris Controller (Principal Accounting Officer) Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OXFORD ELECTRONICS, INC. (Registrant) August 14, 2002 By: /s/ JEAN-FRANCOIS GOUEDARD ------------------------------------- Jean-Francois Gouedard President and Chief Executive Officer (duly authorized signatory) August 14, 2002 By: /s/ JAY P. NORRIS ------------------------------------- Jay P. Norris Controller (Principal Accounting Officer) EXHIBITS INDEX ITEM 6(a)

WORLDWIDE FLIGHT SERVICES INC 10-Q