-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vf7DLhOP4yvHwVb6dB41X/efwdbhVb4Oq/tx7MdLTnmo2w/85XGOiyGFBs9EC7vS oGbB8hVpXL+AQ71PUW1SqA== 0000948524-03-000012.txt : 20030515 0000948524-03-000012.hdr.sgml : 20030515 20030514210739 ACCESSION NUMBER: 0000948524-03-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS AIRCRAFT INCOME FUND II CENTRAL INDEX KEY: 0000789895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 942985086 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-02794 FILM NUMBER: 03700844 BUSINESS ADDRESS: STREET 1: 201 HIGH RIDGE ROAD STREET 2: 27TH FL CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: (203) 357- MAIL ADDRESS: STREET 1: 201 HIGH RIDGE ROAD STREET 2: 27TH FL CITY: STAMFORD STATE: CT ZIP: 06927 10-Q 1 if2_1q03.txt MARCH 31, 2003 FORM 10-Q 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 March 31, 2003 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. 33-2794 --------------- POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership State of Organization: California IRS Employer Identification No. 94-2985086 201 High Ridge Road, Stamford, Connecticut 06927 Telephone - (203) 357-3776 Securities registered pursuant to Section 12(b) and 12(g) of the Act: None ---- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes No X --- --- Number of units outstanding on March 31, 2003 was 499,890. This document consists of 16 pages. POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership FORM 10-Q - For the Quarterly Period Ended March 31, 2003 INDEX Part I. Financial Information Page Item 1. Financial Statements (Unaudited) a) Condensed Balance Sheets - March 31, 2003 and December 31, 2002...........................................3 b) Condensed Statements of Operations - Three Months Ended March 31, 2003 and 2002...............................4 c) Condensed Statements of Changes in Partners' Capital (Deficit) - Year Ended December 31, 2002 and Three Months Ended March 31, 2003.......................5 d) Condensed Statements of Cash Flows - Three Months Ended March 31, 2003 and 2002...............................6 e) Notes to Condensed Financial Statements.....................7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........9 Item 4. Controls and Procedures................................10 Part II. Other Information Item 1. Legal Proceedings......................................11 Item 6. Exhibits and Reports on Form 8-K.......................11 Signature .......................................................12 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.........................................................13 2 Part I. Financial Information ----------------------------- Item 1. Financial Statements POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership CONDENSED BALANCE SHEETS (Unaudited) March 31, December 31, 2003 2002 ---- ---- ASSETS: CASH AND CASH EQUIVALENTS $ 4,322,954 $ 10,605,028 RENT AND OTHER RECEIVABLES 270,341 241,560 AIRCRAFT HELD FOR SALE 925,000 740,000 AIRCRAFT ON OPERATING LEASE, net of accumulated depreciation of $39,508,382 in 2003 and $46,906,230 in 2002 1,533,860 2,318,650 ------------ ------------ Total Assets $ 7,052,155 $ 13,905,238 ============ ============ LIABILITIES AND PARTNERS' CAPITAL (DEFICIT): PAYABLE TO AFFILIATES $ 159,002 $ 81,151 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 537,968 551,766 DEFERRED INCOME 232,359 475,788 ------------ ------------ Total Liabilities 929,329 1,108,705 ------------ ------------ PARTNERS' CAPITAL (DEFICIT): General Partner (3,645,105) (3,555,808) Limited Partners, 499,890 units in 2003 and 499,910 units in 2002 issued and outstanding 9,767,931 16,352,341 ------------ ------------ Total Partners' Capital 6,122,826 12,796,533 ------------ ------------ Total Liabilities and Partners' Capital $ 7,052,155 $ 13,905,238 ============ ============ The accompanying notes are an integral part of these condensed statements. 3 POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31 --------------------------- 2003 2002 ---- ---- REVENUES: Rent from operating leases $ 962,095 $ 1,686,101 Interest 15,249 39,274 Gain on sale of aircraft -- 65,000 Other 30,115 78,945 ----------- ----------- Total Revenues 1,007,459 1,869,320 ----------- ----------- EXPENSES: Depreciation 599,790 1,099,513 Management fees to the general partner 24,619 34,015 Operating 52,199 26,580 Administration and other 61,363 71,201 ----------- ----------- Total Expenses 737,971 1,231,309 ----------- ----------- NET INCOME $ 269,488 $ 638,011 =========== =========== NET INCOME ALLOCATED TO THE GENERAL PARTNER $ 605,022 $ 519,800 =========== =========== NET INCOME (LOSS) ALLOCATED TO LIMITED PARTNERS $ (335,534) $ 118,211 =========== =========== NET INCOME (LOSS) PER LIMITED PARTNERSHIP UNIT $ (0.67) $ 0.24 =========== =========== The accompanying notes are an integral part of these condensed statements. 4 POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited) Year Ended December 31, 2002 and Three Months Ended March 31, 2003 --------------------------------- General Limited Partner Partners Total ------- -------- ----- Balance, December 31, 2001 $ (3,531,847) $ 20,069,934 $ 16,538,087 Net income 531,557 1,282,066 1,813,623 Cash distributions to partners (555,518) (4,999,659) (5,555,177) ------------ ------------ ------------ Balance, December 31, 2002 (3,555,808) 16,352,341 12,796,533 Net income (loss) 605,022 (335,534) 269,488 Cash distributions to partners (694,319) (6,248,876) (6,943,195) ------------ ------------ ------------ Balance, March 31, 2003 $ (3,645,105) $ 9,767,931 $ 6,122,826 ============ ============ ============ The accompanying notes are an integral part of these condensed statements. 5 POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended March 31 --------------------------- 2003 2002 ---- ---- OPERATING ACTIVITIES: Net income $ 269,488 $ 638,011 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 599,790 1,099,513 Gain on sale of aircraft -- (65,000) Changes in operating assets and liabilities: Decrease (increase) in rent and other receivables (28,781) 40,000 Increase (decrease) in payable to affiliates 77,851 (103,578) Decrease in accounts payable and accrued liabilities (13,798) (2,479) Decrease in deferred income (243,429) (514,101) ------------ ------------ Net cash provided by operating activities 661,121 1,092,366 ------------ ------------ INVESTING ACTIVITIES: Proceeds from sale of aircraft -- 250,000 ------------ ------------ Net cash provided by investing activities -- 250,000 ------------ ------------ FINANCING ACTIVITIES: Cash distributions to partners (6,943,195) (5,555,177) ------------ ------------ Net cash used in financing activities (6,943,195) (5,555,177) ------------ ------------ CHANGES IN CASH AND CASH EQUIVALENTS (6,282,074) (4,212,811) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,605,028 12,639,824 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,322,954 $ 8,427,013 ============ ============ NON-CASH INVESTING AND FINANCING ACTIVITIES: Transfer of operating lease assets to assets held for sale $ 185,000 $ 185,000 ============ ============ The accompanying notes are an integral part of these condensed statements. 6 POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Organization and the Partnership Polaris Aircraft Income Fund II, A California Limited Partnership (the Partnership), was formed on June 27, 1984 for the purpose of acquiring and leasing aircraft. The Partnership will terminate no later than December 2010. Upon organization, both the General Partner and the initial Limited Partner contributed $500. The Partnership recognized no profits or losses during the periods ended December 31, 1984 and 1985. The offering of Limited Partnership units terminated on December 31, 1986, at which time the Partnership had sold 499,997 units of $500, representing $249,998,500. All partners were admitted to the Partnership on or before December 1, 1986. During January 1998, 24 units were redeemed by the Partnership in accordance with section 18 of the Limited Partnership Agreement (the Agreement). During the three months ended March 31, 2003, 20 units were abandoned. At March 31, 2003, there were 499,890 units outstanding, net of redemptions. Polaris Investment Management Corporation (PIMC), the sole General Partner of the Partnership (the General Partner), supervises the day-to-day operations of the Partnership. PIMC is a wholly-owned subsidiary of Polaris Aircraft Leasing Corporation (PALC). Polaris Holding Company (PHC) is the parent company of PALC. General Electric Capital Corporation (GE Capital), an affiliate of General Electric Company, owns 100% of PHC's outstanding common stock. PIMC has entered into a services agreement dated as of July 1, 1994 with GE Capital Aviation Services, Inc. (GECAS). Amounts paid and allocations to related parties are described in Notes 3 and 4. At March 31, 2003, the Partnership owned a portfolio of 10 used McDonnell Douglas DC-9-30 commercial jet aircraft, and an inventory of spare parts out of its original portfolio of 30 aircraft. Five of these aircraft were on lease to TWA Airlines LLC (TWA LLC), a wholly owned subsidiary of American Airlines, Inc. (American). The five remaining aircraft were being stored in New Mexico and were being remarketed for sale. 2. Accounting Principles and Policies In the opinion of management, the condensed financial statements presented herein include all adjustments, consisting only of normal recurring items, necessary to summarize fairly the Partnership's financial position and results of operations. The financial statements have been prepared in accordance with the instructions of the Quarterly Report to the Securities and Exchange Commission (SEC) Form 10-Q. The condensed consolidated balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and note disclosures required by accounting principles generally accepted in the United States (GAAP). These statements should be read in conjunction with the financial statements and notes thereto for the years ended December 31, 2002, 2001, and 2000 included in the Partnership's 2002 Annual Report to the SEC on Form 10-K. 7 3. Related Parties Under the Agreement, the Partnership paid or agreed to pay the following amounts for the current quarter to the general partner, Polaris Investment Management Corporation, in connection with services rendered or payments made on behalf of the Partnership: Payments for Three Months Ended Payable at March 31, 2003 March 31, 2003 -------------- -------------- Aircraft Management Fees $ 36,867 $ 22,677 Out-of-Pocket Operating Expense Reimbursement 37,262 55,628 Out-of-Pocket Administrative Expense Reimbursement -- 80,697 -------- -------- $ 74,129 $159,002 ======== ======== 4. Partners' Capital The Agreement stipulates different methods by which revenue, income and loss from operations and gain or loss on the sale of aircraft are to be allocated to the general partner and the limited partners. Such allocations are made using income or loss calculated under GAAP for book purposes, which varies from income or loss calculated for tax purposes. Cash available for distributions, including the proceeds from the sale of aircraft, is distributed 10% to the general partner and 90% to the limited partners. The different methods of allocating items of income, loss and cash available for distribution combined with the calculation of items of income and loss for book and tax purposes result in book basis capital accounts that may vary significantly from tax basis capital accounts. The ultimate liquidation and distribution of remaining cash will be based on the tax basis capital accounts following liquidation, in accordance with the Agreement. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Business Overview At March 31, 2003, Polaris Aircraft Income Fund II, A California Limited Partnership (the Partnership), owned a portfolio of 10 used McDonnell Douglas DC-9-30 commercial jet aircraft, and an inventory of spare parts out of its original portfolio of 30 aircraft. Five of these aircraft were on lease to TWA Airlines LLC (TWA LLC), a wholly owned subsidiary of American Airlines, Inc. (American). All remaining leases will expire by October 3, 2003, after which these aircraft will be remarketed for sale. The five remaining aircraft were being stored in New Mexico and were being remarketed for sale. Partnership Operations The Partnership recorded net income of $269,488, which resulted in a net loss of $0.67 per limited partnership unit, for the three months ended March 31, 2003, compared to net income of $638,011, or $0.24 per limited partnership unit, for the three months ended March 31, 2002. The decrease in net income is primarily due to decreases in rental, interest, and other income, and a decrease in gain on sale of aircraft, and an increase in operating expenses, partially offset by decreases in depreciation, management fees and administration and other expenses, as discussed below. Rent from operating leases decreased to $962,095 in the three months ended March 31, 2003, as compared to $1,686,101 in the same period in 2002, primarily due to fewer aircraft on lease. Additionally, the decrease in rent from operating leases was also caused by lower recognition of deferred revenue of $243,429 in the three months ended March 31, 2003 as compared to $514,101 in the same period in 2002. Interest income decreased during the three months ended March 31, 2003, as compared to the same period in 2002, primarily due to lower average cash reserves and lower rate of return on those cash balances. Gain on sale of aircraft decreased during the three months ended March 31, 2003, as compared to the same period in 2002, due to the sale of one of the Partnership's aircraft on February 13, 2002 for $250,000 resulting in a gain of $65,000. There were no aircraft sales in 2003. Other income decreased during the three months ended March 31, 2003, as compared to the same period in 2002, primarily due to payments made by TWA LLC for the return of aircraft that did not meet return conditions required by the lease. There was one such return during the three months ended March 31, 2003, while there were two such returns during the same period in 2002. Depreciation expense decreased during the three months ended March 31, 2003, as compared to the same period in 2002, primarily due to fewer aircraft remaining on lease and subject to depreciation. Management fees decreased during the three months ended March 31, 2003, as compared to the same period in 2002, primarily due to lower rental revenue. 9 Operating expenses increased during the three months ended March 31, 2003, as compared to the same period in 2002, primarily due to costs incurred to store the aircraft after they come off lease while being remarketed for sale. There were five aircraft off lease at March 31, 2003, as compared to one at March 31, 2002. Administration and other expenses decreased during the three months ended March 31, 2003, as compared to the same period in 2002, primarily due to lower trustee fees and printing and postage costs partially offset by increases in auditing and legal fees. Liquidity and Cash Distributions Liquidity - The Partnership received all payments due from its sole lessee, TWA Airlines LLC, for the aircraft remaining on lease during the three months ended March 31, 2003. PIMC, the General Partner, has decided that cash reserves should be maintained as a prudent measure to ensure that the Partnership has available funds in the event that the aircraft presently on lease to TWA LLC require remarketing, and for other contingencies, including expenses of the Partnership. The Partnership's cash reserves will be monitored and may be revised from time to time as further information becomes available in the future. Cash Distributions - Cash distributions to limited partners during the three months ended March 31, 2003 and 2002 were $6,248,876, or $12.50 per limited partnership unit, and $4,999,659, or $10.00 per unit, respectively. The timing and amount of future cash distributions are not yet known and will depend on the Partnership's future cash requirements (including expenses of the Partnership), the need to retain cash reserves as previously discussed in the Liquidity section, the receipt of rental payments from TWA LLC, and payments generated from the aircraft sales proceeds. Item 4. Controls and Procedures PIMC management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this quarterly report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in factors that could significantly affect internal controls, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation. 10 Part II. Other Information -------------------------- Item 1. Legal Proceedings As discussed in Item 3 of Part I of Polaris Aircraft Income Fund II's (the Partnership) 2002 Annual Report to the Securities and Exchange Commission (SEC) on Form 10-K (Form 10-K), all legal actions or proceedings involving the Partnership have been resolved or disposed of by the respective courts. Other Proceedings - Item 10 in Part III of the Partnership's 2002 Form 10-K discusses certain actions which have been filed against Polaris Investment Management Corporation and others in connection with the sale of interests in the Partnership and the management of the Partnership. The Partnership is not a party to these actions. There have been no material developments with respect to any of the actions described therein during the period covered by this report. Item 6. Exhibits and Reports on Form 8-K a) Exhibits (numbered in accordance with Item 601 of Regulation S-K) 99.1 Certification of President. 99.2 Certification of Chief Financial Officer. b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter for which this report is filed. 11 SIGNATURE Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership (Registrant) By: Polaris Investment Management Corporation, General Partner May 14, 2003 By: /S/Stephen E. Yost --------------------- ---------------------------------------- Stephen E. Yost, Chief Financial Officer 12 POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION - ------------- I, William R. Carpenter, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Polaris Aircraft Income Fund II (A California Limited Partnership); 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 is made known to us by others, 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 function): 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 13 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: May 14, 2003 By: Polaris Investment Management Corporation, General Partner /s/ William R. Carpenter - ------------------------ William R. Carpenter President 14 CERTIFICATION - ------------- I, Stephen E. Yost, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Polaris Aircraft Income Fund II (A California Limited Partnership); 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 is made known to us by others, 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 function): 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 15 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: May 14, 2003 By: Polaris Investment Management Corporation, General Partner /s/ Stephen E. Yost - ------------------- Stephen E. Yost Chief Financial Officer 16 EX-99 3 if2_1q03ex991.txt CERTIFICATION - WILLIAM R. CARPENTER Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Polaris Income Fund II (A California Limited Partnership) (the Partnership) on Form 10-Q for the period ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, William R. Carpenter, President of Polaris Investment Management Corporation, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 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 result of operations of the Partnership. POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership (Registrant) By: Polaris Investment Management Corporation, General Partner By: /s/ William R. Carpenter ------------------------ William R. Carpenter President May 14, 2003 EX-99 4 if2_1q03ex992.txt CERTIFICATION - STEPHEN E. YOST Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Polaris Income Fund II (A California Limited Partnership) (the Partnership) on Form 10-Q for the period ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stephen E. Yost, Chief Financial Officer of Polaris Investment Management Corporation, the General Partner of the Partnership, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 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 result of operations of the Partnership. POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership (Registrant) By: Polaris Investment Management Corporation, General Partner By: /s/ Stephen E. Yost ------------------- Stephen E. Yost Chief Financial Officer May 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----