UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter ended March 31, 2006 Commission File No. 0-28575
GLOBAL AIRCRAFT SOLUTIONS, INC.
-------------------------------------------
Formerly Renegade Venture (NEV.) Corporation
(Exact name of issuer as specified in its charter)
NEVADA 84-1108499
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6901 South Park Avenue
Tucson, Arizona 85706
Mail: P.O. Box 23009
Tucson AZ 85734-3009 (520) 294-3481
- --------------------------------------- -----------------------
(Address of Principal Executive Offices) (Issuer's Telephone No.)
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 such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least 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 ]
The number of shares outstanding of each of the Registrant's classes of common
equity, as of March 31, 2006 are as follows:
Class of Securities Shares Outstanding
- ----------------------------- ------------------
Common Stock, $.001 par value 38,728,215
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets:
As of December 31, 2005 (audited) and March 31, 2006
(unaudited).................................................. 3
Condensed Consolidated Statements of Operations:
For the three months ended March 31, 2005 and
2006 (unaudited)............................................. 5
Consolidated Statement of Changes in Stockholders' Equity:
For the year ended December 31, 2005 (audited) and
three months ended March 31, 2006 (unaudited)................ 6
Consolidated Statements of Cash Flows:
For the three-month periods ended March 31, 2005 and 2006
(unaudited).................................................. 7
Notes to Financial Statements (unaudited)..................... 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation................................... 21
Item 3. Quantitative and Qualitative Disclosures about Market Risk.... 26
Item 4. Controls and Procedures....................................... 26
PART II. OTHER INFORMATION
Item 5. Other Information.............................................. 26
Item 6. Exhibits....................................................... 27
Signatures..................................................... 27
Certifications
2
ITEM 1. FINANCIAL STATEMENTS.
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Balance Sheet
December 31, 2005 and March 31, 2006
ASSETS
2005 2006
(audited) (unaudited)
------------ -----------
CURRENT ASSETS
Cash and cash equivalents $ 368,013 $ 295,748
Accounts receivable 4,993,138 5,717,155
Note receivable 1,997,868 1,870,831
Costs and estimated earnings on uncompleted contracts in 984,067
excess of billings
Inventory 6,580,092 6,055,170
Restricted funds 98,500 98,500
Other current assets 304,987 625,449
----------- -----------
TOTAL CURRENT ASSETS $14,342,598 $15,646,920
Property, plant and equipment 1,632,141 1,580,310
Investment 25,000 25,000
Equity in net assets of and advances to affiliates 6,333,690 5,197,216
Customer list, net 133,886 100,414
Agreement with vendor, list 28,490 21,368
Goodwill 38,992 38,992
Inventory, non-current 2,187,343 2,229,852
Deferred income taxes 130,000 131,000
Other assets 192,481 60,426
----------- -----------
TOTAL ASSETS $25,054,621 $25,031,498
=========== ===========
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Balance Sheet
December 31, 2005 and March 31, 2006
LIABILITIES AND STOCKHOLDERS' EQUITY
2005 2006
(audited) (unaudited)
------------ ------------
CURRENT LIABILITIES
Notes payable - short term $ 2,564,739 $ 4,859,936
Accounts payable - trade 7,181,397 2,582,729
Customer deposits 324,000
Billings in excess of costs and estimated
earnings on contracts in progress 23,458
Accrued liabilities 570,724 575,342
Income taxes payable 685,904 1,465,541
Commitments and contingencies
------------ ------------
TOTAL CURRENT LIABILITIES $ 11,026,222 $ 9,807,548
------------ ------------
TOTAL LIABILITIES $ 11,026,222 $ 9,807,548
============ ============
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized 38,998,215
and 39,108,386 shares issued 2005 and 2006 and 30,700,386 and 38,728,215
shares outstanding 2005 and 2006 $ 38,998 $ 39,108
Additional paid-in capital 11,904,673 12,071,473
Deferred compensation (80,000 (174,750)
Contributed capital 620,289 620,289
Retained earnings 1,544,409 2,667,830
------------ ------------
TOTAL STOCKHOLDERS' EQUITY $ 14,028,399 $ 15,223,950
============ ============
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,758,012 $ 25,031,498
============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Statement of Operations
For the Three Months ended March 31, 2005 and 2006
(unaudited)
Three Months ended March 31,
2005 2006
------------- ------------
Net sales $ 8,652,236 $ 11,508,723
Cost of sales (6,299,197) (7,535,409)
Inventory write down (55,208) --
------------ ------------
Gross profit 2,297,831 3,973,314
Selling, general and administrative expense (1,628,734) (1,970,463)
Penalties
------------ ------------
Gain (loss) from operations 669,097 2,002,851
Other income (expense):
Interest income 30,063 30,357
Interest expense (133,989) (84,674)
Discounts taken 17,715
Miscellaneous expense -- (116)
Miscellaneous income 75,251 492
Equity in losses of unconsolidated affiliate -- (45,872)
------------ ------------
Net profit (loss), Before taxes 658,137 1,903,038
Estimated taxes, State and Federal (45) (779,637)
------------ ------------
Net profit (loss), After taxes $ 658,092 $ 1,123,401
============ ============
Net profit (loss) per share, Basic
(30,690,945 and 38,646,326 shares) $ 0.02 $ 0.03
Net profit (loss) per share, Fully diluted
(33,060,277 and 41,596,366 shares) $ 0.02 $ 0.03
============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
GLOBAL AIRCRAFT SOLUTIONS, INC.
Formerly Renegade Venture (NEV.) Corporation
Consolidated Statement of Changes in Stockholders' Equity
For the Year Ended December 31, 2005 and the Quarter Ended March 31, 2006
Additional Contributed Deferred Treasury Accumulated Stockholder
Paid-in Capital Compensation Stock Earnings/Deficit Equity
Capital
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares Amount Amount Amount Amount Amount Amount
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Balance December 30,650,386 31,030 7,033,950 620,289 0 (1,578,927) 6,106,342
31, 2004
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
1st Qtr, 2005
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued, 50,000 50 14,950
Options exercised
50,000 @ $0.30
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
2nd Qtr, 2005
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
No change
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
3rd Qtr, 2005
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued to 7,200,000 7,200 4,644,000
Barron Partners
for a cash
consideration of
$.68 per share
- -------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued 421,812 422 (422)
under non-cash
provision of
warrants.
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
4th Qtr, 2005
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued to 200,000 200 156,800 (80,000)
Directors under
Restricted stock
award at $0.80,
100,000 shares
for 2005; 100,000
shares to be
expensed in 2006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued to 15,000 15 19,485
employee under
agreement,
price
at measurement
date of $1.30
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued to 60,000 60 35,940
employees under
agreement, price
at measurement
date of $.60
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued 21,017 21 (21)
under non-cash
provision of
warrants
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Net Income/Loss 3,123,356
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Balance 38,618,215 38,998 11,904,683 620,289 (80,000) 1,544,429 14,028,399
December 31
2005
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
1st Qtr, 2006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Stock issued as a 10,000 10 13,890
signing bonus to
new director,
price at
measurement date
$1.39
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Stock issued for 100,000 100 152,900 (153,000)
consultancy
services to be
rendered in 2006,
price at
measurement date
$1.53
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Compensation 58,250
expensed
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Net Income/Loss 1,123,401
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Balance 38,728,215 39,108 12,071,473 620,289 (174,750) 2,667,830 15,223,950
March 31, 2006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
The accompanying notes are an integral part of these consolidated financialstatements.
6
GLOBAL AIRCRAFT SOLUTIONS, INC.
Consolidated Statement of Cash Flows
For the Three Months ended March 31, 2005 and 2006
(unaudited)
Three Months ended
March 31,
2005 2006
------------ -----------
Increase (Decrease) in Cash and Cash Equivalents:
Cash flows from operating activities:
Net Profit/(Loss) $ 658,092 $ 1,123,401
Adjustments to reconcile net proft to net cash provided
(used) by operating activities:
Depreciation 114,162 135,957
Amortization 40,594 40,595
Inventory write downs 55,208 --
Expenses paid with stock 64,587 121,106
Changes in Assets and Liabilities:
Accounts receivable 2,217,503 (948,012)
Prepaid expenses (282,741) (349,445)
Costs and estimated earnings in excess of
billings on contracts in progress (1,242,502) (984,067)
Inventory 1,771,523 524,922
Inventory, non-current (1,733,990) (42,509)
Restricted Funds
Other non-current assets (26,000) 131,055
Accounts payable-trade (1,062,513) (4,394,647
Accounts payable-related party (6,219) --
Due to factor (70,670) --
Customer deposits (189,792) 324,000
Billings in excess of cost and estimated
Earnings on contracts in progress (966,238) (23,458)
Income tax payable 779,637
Accrued liabilities (575,449) 4,619
7
Net cash provided by/(used for) operating
activities (1,234,444) (3,556,846)
Cash flows from investing activities:
Note Receivable 128,270
Purchase of property, plant and equipment (38,400 (74,127)
Non-Consolidated Affiliate (Inv)/Disburse 1,090,602
Net cash used for investing activities (38,400) 1,144,745
Cash flows from financing activities:
Proceeds from bank term loan 750,000 3,068,935
Repayment of bank loans (38,379) (773,738)
Proceeds from issuance of common stock 15,000
Other financing activities, net 29,750 (1,233)
Net cash provided by/(used for) financing
activities 756,371 2,293,964
Net increase(decrease) in cash and cash
equivalents (516,473) (72,265)
Cash and cash equivalents at beginning of period 549,904 368,013
Cash and cash equivalents at end of period 33,431 295,748
=========== ===========
Interest paid for the quarter ended March 31, 2005 was $133,989; Interest paid
for the quarter ended March 31, 2006 was $64,115. Taxes paid during the quarter
ended March 31, 2005 was $45; Taxes paid during the quarter ended March 31, 2006
was $0.
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
GLOBAL AIRCRAFT SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2006
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared, by
management, in accordance with accounting principles generally accepted in the
United States for interim financial information and the instructions for Form
10-Q and regulation K. 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. all adjustments that, in the opinion
of management, are necessary for a fair presentation of the results of
operations for the interim periods have been made and are of a recurring nature
unless otherwise disclosed herein. The results of operations for the three
months ended March 31, 2006 are not necessarily indicative of the results that
will be realized for the entire fiscal year. These financial statements should
be read in conjunction with the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2005.
The condensed consolidated financial statements include the accounts of Global
Aircraft Solutions, Inc. ("Global") formerly Renegade Venture (NEV.) Corporation
and its wholly owned subsidiaries, Hamilton Aerospace Technologies, Inc.
("HAT"), Johnstone Softmachine Corporation ("Johnstone"), and World Jet
Corporation ("World Jet") collectively, the ("Company"). Global acquired HAT and
Johnstone on April 30, 2002. For accounting purposes, the HAT/Global transaction
was treated as an acquisition of Global by HAT and as a recapitalization of
Global. The acquisition of 100 per cent of World Jet stock was finalized July
15, 2004, with an effective date of January 1, 2004. The financial statements
reflect the accounting activity of HAT since its inception, April 5, 2002 and of
World Jet since January 1, 2004. Johnstone is currently inactive.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
We consider cash and investments in securities with maturities at the date of
purchase of three months or less to be cash and cash equivalents.
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.
Actual results could differ from those estimates.
Trade Accounts Receivable
Trade accounts receivable represent amounts billed but uncollected on both
completed and in-progress aircraft repair and maintenance contracts as well as
amounts billed but uncollected on parts shipped to customers.
Accounts receivable are stated at the amount management expects to collect from
outstanding balances. Management provides for probable uncollectible amounts
through a charge to earnings and a credit to a valuation allowance based on its
assessment of the current status of individual accounts. The allowance is
estimated as a percentage of accounts receivable based on a review of accounts
receivable outstanding and the Company's prior history of uncollectible accounts
receivable. Balances that are still outstanding after management has used
reasonable collection efforts are written off through a charge to the valuation
allowance and a credit to trade accounts receivable. During 2005, the Company
had bad debt expense of $473,000. The Company believes its allowance at March
31, 2006 is adequate based upon review of our outstanding accounts receivable at
March 31, 2006.
Inventory
Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventory items held over one year are classified as "Inventory, non-current".
The Company reviews the market value of inventories whenever events and
circumstances indicate that the carrying value of inventories may not be
recoverable from the estimated future sales price less cost of disposal and
normal gross profit. In cases where the market values are less than the carrying
value, a write down is recognized equal to an amount by which the carrying value
exceeds the market value of inventories.
Inventories include used parts and parts stripped from aircraft. These
inventory items are initially carried at original cost basis determined on the
pro-rata fair value of the individual parts based on market or catalog pricing.
9
Property and Equipment
Property and equipment are recorded at cost. Depreciation is provided for on the
straight-line method over the estimated useful lives of the assets. The
estimated useful life of computer equipment and software is three years at both
our HAT and World Jet subsidiaries; the estimated useful life of all other
categories of assets is five years at our HAT subsidiary; World Jet uses
estimated useful lives of 3,5 and 7 years for its other assets. Amortization of
leasehold improvements is computed using the shorter of the lease term or the
expected useful life of the assets. Maintenance and repairs that neither
materially add to the value of the property nor appreciably prolong its life are
charged to expense as incurred. Betterments or renewals are capitalized when
incurred.
The Company reviews the carrying value of property, plant and equipment for
impairment whenever events and circumstances indicate that the carrying value of
an asset may not be recoverable from the estimated future cash flows expected to
result from its use and eventual disposition. In cases where undiscounted
expected future cash flows are less than the carrying value, an impairment loss
is recognized equal to an amount by which the carrying value exceeds the fair
value of assets. The factors considered by management in performing this
assessment include current operating results, trends and prospects, as well as
the effects of obsolescence, demand, competition and other economic factors.
Revenue and Cost Recognition
Revenues from fixed-fee contracts for MRO sales are recognized on the
percentage-of-completion method, measured by the cost-to-cost method, commencing
when progress reaches a point where experience is sufficient to estimate final
results with reasonable accuracy. The cumulative catch-up method is used to
account for changes in estimates of total revenues, total costs or extent of
progress. Each project is considered complete when the subject aircraft departs
our facility. Revision in cost and labor hour estimates and recognition of
losses on these contracts are reflected in the accounting period in which the
facts become known. During the periods covered by these financial statements, no
material prior period revisions were necessary. As of March 31, 2006 there are
no material amounts in excess of the agreed contract price that the Company
seeks to collect from customers or others for customer caused delays, error in
specifications or design, contract termination, change orders in dispute or
unapproved as to both scope and price, or other causes of unanticipated
additional costs. Revenue from part sales is recognized when parts are shipped.
Revenues from time and material contracts and all other ancillary services are
recognized as the services are performed.
Income (Loss) per share - Basic earnings per share includes no dilution and is
computed by dividing net earnings (loss) available to stockholders by the
weighted number of common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution of securities that could share in the
Company's earnings. Reconciliations of EPS for quarters ended March 31, 2006 and
2005 are as follows:
For the Quarter ended March 31, 2006
- --------------------------------------------------- -- ------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
- --------------------------------------------------- -- ------------------ - ------------------- -- ----------------
Net Income $1,123,401
Basic EPS
Income available to common stockholders $1,123,401 38,646,326 $0.03
Warrants
Options 2,147,492
Diluted EPS 802,548
Income available to common stockholders + assumed $1,123,401 41,596,366 $0.03
conversions
For the Quarter ended March 31, 2005
- --------------------------------------------------- -- ------------------ - ------------------- -- ----------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
- --------------------------------------------------- -- ------------------ - ------------------- -- ----------------
Net Income $658,092
Basic EPS
Income available to common stockholders $658,092 30,690,945 $0.02
Warrants 1,586,912
Options 782,420
Diluted EPS
Income available to common stockholders + assumed $658,092 33,060,277 $0.02
conversions
10
Calculation of Weighted Average Shares for Three Months ended March 31, 2005
----------------------------------------------------------------------------
Issues Shares O/S Dates Days Average
------------ -------------- ------------------------ -------- --------------
30,650,386 01/01/05 - 01/18/05 17 5,789,518
50,000 30,700,386 01/18/05 - 03/31/05 73 24,901,427
Total shares 30,690,945
Calculation of Dilution for 1st Quarter of 2005
No. of shares Incremental
shares Outstanding
------------------- -------------- ------------------
Warrants @ $.34 720,000 412,056
Warrants @ $.52 158,654 54,878
Warrants @ $.68 7,740,000 1,119,978
Options @ $.17 900,000 707,580
Options @ $.20 100,000 74,840
------------------- -------------- ------------------
Total 2,369,332
dilution
Calculation of Weighted Average Shares for Three Months ended March 31, 2006
----------------------------------------------------------------------------
Issues Shares O/S Dates Days Average
------------- -------------- ----------------------- -------- --------------
38,618,215 01/01/06 - 03/06/06 67 28,749,116
110,000 38,728,215 03/09/06 - 03/31/06 23 9,897,211
------------- -------------- ----------------------- -------- --------------
Total shares 38,646,326
Calculation of Dilution for 1st Quarter of 2006
------------------------------------------------------
No. of shares Incremental
shares Outstanding
-------------------- -------------- ------------------
Warrants @ $0.34 219,000 171,573
Warrants @ $0.52 104,111 69,628
Warrants @ $0.68 540,000 306,115
Warrants @ $1.00 1,137,020 412,803
Warrants @ $1.36 8,877,020 1,187,372
Options @ $0.17 900,000 802,548
-------------------- -------------- ------------------
Total 2,950,040
dilution
11
Equity in Net Assets and Advances to Affiliates
The investment in a 30% interest in Jetglobal, LLC is accounted for using the
equity method since the Company does not control Jetglobal, LLC, but over which
it does exert significant influence. Under the equity method the investment is
recorded at cost plus advances and the Company's share of earning less
distributions and the Company's share of income or losses. The Company considers
whether future fair value of its investments has declined below their carrying
value whenever adverse events or changes in circumstances indicate that recorded
values may not be recoverable. If the Company considered any such decline to be
other than temporary, a write-down would be recorded to estimate fair value.
All significant intercompany profits and balances have been eliminated.
Intangible Assets
The amounts assigned to Customer List and Agreement with Vendor are recorded at
the value assigned when they were acquired in a business purchase. The amounts
are being amortized over three years using the straight-line method. The Company
assesses the ongoing recoverability of intangible assets subject to amortization
by determining whether the intangible asset balance can be recovered over the
remaining amortization period through projected undiscounted future cash flows.
If projected future cash flows indicate that the unamortized intangible asset
balances will not be recovered, an adjustment is made to reduce the net
intangible asset to an amount consistent with projected future cash flows
discounted at the Company's incremental borrowing rate.
The Company's amortizable intangibles consisted of customer lists and vendor
agreements. Amortization expense on these totaled $162,376 and $162,376 for the
years ended December 31, 2004 and 2005, respectively. Amortization expense
related to customer lists and vendor agreements will be fully expensed at
$162,376 during 2006. Amortization for the first quarter of 2006 was $40,595.
Goodwill
The Company evaluates the carrying value of goodwill annually and between annual
evaluations if events occur or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its goodwill carrying
amount. Such circumstances could include but are not limited to:
1. a significant adverse change in legal factors or in business climate
2. unanticipated competition
3. an adverse action or assessment by a regulator.
When evaluating whether goodwill is impaired, the Company compares the fair
value of the reporting unit to which the goodwill is assigned to that unit's
carrying amount, including goodwill. If the carrying amount of a reporting unit
exceeds its fair value, then the amount of the impairment loss must be measured.
The total of the implied fair value of all the other assets and liabilities of
the unit, based on their fair value, less the total amount assigned to those
assets and liabilities is the implied fair value of goodwill. An impairment loss
would be recognized when the carrying amount of the goodwill exceeds its implied
fair value.
Recently Issued Accounting Pronouncements
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." This Statement clarifies the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted materials.
This Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. The initial application of SFAS No. 151 had no
impact on the Company's financial statements.
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67." This
Statement references the financial accounting and reporting guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
04-2, "Accounting for Real Estate Time-Sharing Transactions." This Statement
also states that the guidance for incidental operations and costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. This Statement is effective for financial statements for fiscal
years beginning after June 15, 2005. The initial application of SFAS No. 152 had
no impact on the Company's financial statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- - an amendment of APB Opinion No. 29." This Statement eliminates the exception
for nonmonetary exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. The initial
application of SFAS No. 153 had no impact on the Company's financial statements.
12
In December 2004, the FASB issued SFAS No. 123 (R), " Share Based Payment." This
Statement is a revision of SFAS No. 123, and supersedes APB Opinion No. 25. SFAS
No. 123 ( R) requires the recognition of the cost of employee services received
in exchange for an award of equity instruments based on the grant date for value
of the award. The cost will be recognized over the period during which an
employee is required to provide service in exchange for the award. No
compensation cost is recognized for equity instruments for which employees do
not render the required service period. In April, the SEC release No. 33-8568
delayed the implementation of SFAS No. 123 ( R). The Statement was adopted by
the Company beginning in the first quarter of fiscal year 2006. SFAS No. 123 (
R) permits public companies to adopt its requirements using one of two methods:
(1) A "modified prospective method in which compensation cost is recognized
prospectively for both new grants issued subsequent to the date of adoption, and
all unvested awards outstanding at the date of adoption. Expense for the
outstanding awards must be based on the valuation determined for the pro forma
disclosures under SFAS No. 123. (2) A "modified retrospective" method, which
includes the requirements of the modified prospective method described above,
but also permits entities to restate all prior periods presented based on the
amounts previously recognized under SFAS No. 123 for purposes of pro forma
disclosures. The Company has adopted the modified prospective application
method.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error - an
amendment of APB Opinion No. 29." This Statement applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the usual instance that the pronouncement does not
include specific transition provision. When a pronouncement includes specific
transition provisions, those provisions should be followed. Opinion 20
previously required that most voluntary changes in accounting principle be
recognized by including in net income of the period of the change the cumulative
effect of changing to the new accounting principle. This Statement requires
retrospective application to prior periods financial statements of changes in
accounting principle, unless it is impractical to determine either the
period-specific effects of the cumulative effect of the change. This Statement
is effective for accounting changes and corrections of errors made in fiscal
years beginning after December 15, 2005. The Company does not expect application
of SFAS No. 154 to have a material affect on its financial statements.
Stock-Based Compensation
There were no options granted in the first quarter ended March 31, 2006 nor was
there vesting of prior year option grants. Therefore, there is no pro-forma
effect for the quarter ended March 31, 2005.
3. SEGMENT INFORMATION
The company has divided its operations into the following reportable
segments: Aircraft maintenance, repair, and overhaul; Aircraft Brokerage; and
Part sales. These segments, for the most part, reflect the discrete operations
of our consolidating companies HAT, Global and World Jet respectively. Each
segment represents distinct product lines, marketing, and management of its
business. Limited other services for each company, which represent a small
percentage of income, have been shown in the aggregate.
The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements and described in the summary of
significant accounting policies.
Selected information by business segment is presented in the following
tables for the three months ended March 31, 2006 and the three months ended
March 31, 2005.
Three Months Three Months
Ended Ended
March 31, 2006 March 31, 2005
($ millions) ($ millions)
- -----------------------------------------------------------------------------------
Segment sales:
Aircraft maintenance 6.321 4.922
Aircraft trading 2.573 1.525
Part sales 2.986 2.314
Other .825 1.000
Sub Total 12.705 9.761
13
Three Months Three Months
Ended Ended
March 31, 2006 March 31, 2005
($ millions) ($ millions)
- -----------------------------------------------------------------------------------
Elimination of intersegment sales -1.196 -1.109
Total consolidated sales 11.509 8.652
Operating income:
Aircraft maintenance 1.615 .155
Aircraft trading .892 .550
Part sales .779 .634
Other .687 .959
Sub total 3.973 2.298
Selling, general, administrative expense -1.970 -1.629
Other, net -.054 -.011
1st Qtr 2006 share of Jetglobal net income
(aircraft trading) -.046
Consolidated earnings before taxes 1.903 .658
Interest income by segment
Aircraft maintenance .019 .029
Aircraft trading
Part sales
Corporate .011 .001
Total interest income by segment .030 .030
Interest expense by segment
Aircraft maintenance
Aircraft trading
Part sales .035
Corporate .085 .099
Total interest expense by segment .085 1.34
Three Months Three Months
Ended Ended
March 31, 2006 March 31, 2005
($) ($)
- ------------------------------------------ -- ---------------- - ----------------
Depreciation and amortization by segment:
Aircraft maintenance 92,044 82,221
Aircraft trading
Part sales
Corporate 84,508 72,535
Total 176,552 154,756
Net asset values:
Aircraft maintenance 7,221,359 5,559,637
Aircraft trading 1,095,606
Part sales 8,814,970 3,949,082
Corporate 7,899,563 1,063,552
Total 25,031,498 10,572,271
Capital expenditures:
Aircraft maintenance 67,202 18,928
Aircraft trading
Part sales
Corporate 6,925 19,472
Total 74,127 38,400
All of the Company's facilities and assets are located in the United
States. The Company sells and ships to several foreign countries. All foreign
revenues are collected and recorded in U.S. dollars. Geographic information
regarding sales to foreign countries is presented in the following table:
Three Months Three Months
Ended Ended
March 31, 2005 March 31, 2006
-----------------------------------------------------------
Angola $ -- $ 13,500
Australia 1,700
Brazil 5,100
Columbia 1,500
Germany 18,750
Ireland 155,027
Italy 33,394 791
Jordan 1,914,975
Korea 134,619
Lebanon 6,403
Malawi 111,000
Mexico 640,176 873,794
Pakistan 529,816
UAE 1,700,000
United Kingdom 14,225 370
TOTALS $ 3,102,688 $ 3,055,452
4. EQUITY IN NET ASSETS AND ADVANCES TO AFFILIATES
On August 26, 2005, the Company together with BCI Aircraft Leasing, ("BCI"),
formed a joint venture, Jetglobal, LLC, a Delaware limited liability company.
This is a special purpose LLC formed to acquire and remarket commercial jet
aircraft. BCI will be primarily responsible for the marketing aspects of
Jetglobal while the Company will be responsible for the technical, repair and
maintenance aspects associated with remarketing purchased aircraft. The Company
invested an initial amount of $1,125,000 for a 30% membership interest and BCI
invested an initial amount of $2,625,000 for a 70% membership interest in
Jetglobal. Pursuant to the terms of Jetglobal's Operating Agreement, although
the Company has a 30% membership and profit interest, it is only responsible for
25% of the costs and expenses associated with Jetglobal including any business
transactions. As of March 31, 2006, Equity in net assets and advances to
affiliates consisted of the following:
Initial investment in Jetglobal $1,125,000
Payment of 25% share of purchase of
aircraft 4,627,404
Expenses paid on behalf of Jetglobal 354,588
Share of 2005 net income 1,111,096
Payment of earnings share to Global -1,975,000
Share of 1st Qtr 2006 expense -45,872
Balance at March 31, 2006 $5,197,216
Net sales, gross profit and net income within Jetglobal were $7,599, 000,
$4,154,000 and $3,703,000 for the year ended December 31, 2005. The balance
sheet of Jetglobal had assets of $21,715,000 and no liabilities. At March 31,
2006, the balance of Jetglobal had assets of $22,367,762 and no liabilities.
It should be noted that on April 25, the Company issued a press release and
filed and SEC form 8K announcing the sale of six 737-200 aircraft by Jetglobal
in the first quarter of 2006. This press release and SEC form 8K filing further
stated that Global Aircraft Solutions would book its 30% share of the net profit
resulting from the sale of these six aircraft in the first quarter 2006. Upon
review of the Company's first quarter financial results by the Company's
independent audit firm, it was determined that although the sale agreements for
the six aircraft in question were executed (and substantial payments received)
in the first quarter 2006, the announced sales transactions did not meet all
GAAP tests for booking the aircraft sale transactions in the quarter in which
the sale agreements were executed. All six of the 737-200 aircraft sales
subsequently met all GAAP tests for delivery and booking in the second quarter
2006. Consequently, contrary to the press release and SEC form 8K filing dated
April 25, 2006, Global is booking no net profit from Jetglobal in the first
quarter 2006, and the Company is issuing an SEC form 8K(A) stating that the net
profit resulting from the six aircraft sales previously announced will be booked
in the second quarter 2006 rather than the first quarter 2006.
15
5. STOCK, STOCK OPTIONS AND WARRANTS
During the first quarter of 2006, 10,000 shares of common stock ere issued to a
new director as a signing bonus. The price of the stock at measurement date was
$1.39.
In March of 2006, 100,000 shares of common stock were issued as compensation for
outside consultancy services. The services are to be performed during 2006 and
1/12 of the related expense will be taken monthly during 2006. The value of the
shares at measurement date was $153,000.
Share value Vesting Date
on
Measurement
Date
--------------------- ------------- ------------- -------------
Common Shares 38,728,215
Issued and
Outstanding
Unconverted
Warrants Issued:
@ $0.34 .50 219,000
@ $0.68 .50 540,000
@ $1.36 .50 7,740,000
@ $0.52 .65 104,111
@ $1.00 .65 1,137,020
@ $1.36 .65 1,137,020
Subtotal 10,877,151
Options Issued:
@ $0.17 .23 900,000
Subtotal 900,000
Awards of stock
pending under
employment
contracts
.60 07/30/2006 270,000
Subtotal 270,000
Total 50,775,366
16
Pro-forma Stock-based Compensation Disclosure
Stock issued under plans to employees was issued at the value of the stock at
the measurement date. All options issued were immediately exercisable. Until
2004, options issued were immediately exercised. Those options issued to
employees that were not immediately exercised remained outstanding at March 31,
2006 and are summarized below:
Weighted Average
Exercise Price
- ---------------------------------------------------------------------------------------------
Options outstanding at 900,000 $0.17 Exercisable on grant
beginning of year date
Granted during quarter None
Exercised during quarter None
Forfeited during quarter None
Outstanding at 3/31/2005 900,000 $0.17 Exercisable on grant
date
Options exercisable at 900,000 $0.17
quarter end
A summary of the Company's stock option plans as of March 31, 2006 and changes
during the year is presented below:
Weighted Average
Exercise Price
- ---------------------------------------------------------------------------------------------
Options outstanding at 900,000 $0.17 Exercisable on grant
beginning of year date
Granted during year None
Exercised during year None
Forfeited during year None
Outstanding at 3/31/2006 900,000 $0.17 Exercisable on grant
date
Options exercisable at 900,000 $0.17
year-end
Weighted average fair None
value of options
granted during the year
6. TRADE ACCOUNTS RECEIVABLE
As of March 31, 2006, trade accounts receivable consisted of the following:
March 31, December 31,
2006 2005
Unaudited Unaudited
--------- ---------
Contracts in progress $ 1,663,118 $ 769,322
Completed contracts 4,317,472 4,516,323
----------- -----------
$ 5,980,590 $ 5,285,645
Less: allowance for doubtful accounts (263,435) (292,507)
----------- -----------
$ 5,717,155 $ 4,993,138
=========== ===========
17
7. CONTRACTS IN PROGRESS
At March 31, 2006 costs and estimated earnings in excess of billings and
billings in excess of costs and estimated earnings on uncompleted contracts
consisted of the following:
March 31, December 31,
2006 2005
Unaudited Audited
--------- -------
Costs incurred on uncompleted contracts $ 2,513,421 $ 1,072,582
Profit earned to date 1,491,731 1,156,235
----------- -----------
$ 4,005,152 $ 2,228,817
Less: Billings to date (3,021,085) (2,252,275)
----------- -----------
$ 984,067 $ (23,458)
=========== ===========
Included in the accompanying balance sheet at March 31, 2006 and December 31,
2005 under the following captions:
Costs and estimated earnings in excess of billings on uncompleted contracts
and Billings in excess of costs and estimated earnings on uncompleted contracts,
respectively.
2006 2005
Unaudited Audited
--------- -------
Costs and estimated earnings in excess
from above $984,067 $(23,458)
Billings in excess from above
Time and material, unbilled 0
-------- --------
Net $984,067 $(23,458)
======== ========
Billings in excess are the result of amounts due from customers under
contractual terms, which can be, in some cases, in advance of actual work
performed.
8. NOTES RECEIVABLE
On September 1, 2003 Global was tendered a $100,000 note receivable. The note
bears interest at 5%. The date of the note has been amended to June 30, 2006. At
March 31, 2006, the note, plus interest, was outstanding in the amount of
$112,904.
During the 4th quarter of 2005, $1,475,000 in accounts receivable was
transferred to a Note receivable. The Note stipulates weekly payments of
$52,993.76, has an interest rate of 8 % per annum, and is all due and payable on
or before June 9, 2006. At March 31, 2006, the balance due on the note was
$715,724.
During the 4th quarter of 2005, a note receivable in the amount of $600,000 was
issued to the Company by Avolar Aero Lineas SA de CV. The note is all due and
payable on or before June 30, 2006 and bears interest at 6.5% per annum. At
March 31, 2006, the balance due plus interest was $617,203.
On March 7, 2006, Global accepted a note from Aloha airlines, Inc. in the amount
of $425,000, payable at $48,622.21 per month commencing April 2, 2006. The note
bears interest at 7.06% per annum. The final payment is due December 2, 2006.
9. INVENTORY
Inventories consisted of the following:
March 31, December 31,
2006 2005
Unaudited Audited
--------- -------
Maintenance Hardware $ 615,214 $ 604,983
Parts for Resale 5,439,956 5,525,109
Aircraft & Engines 450,000
---------- ----------
$6,055,170 $6,580,092
========== ==========
March 31, December 31,
2006 2005
Unaudited Audited
--------- -------
Maintenance Hardward $ 810,166 $ 767,657
Parts for Resale 1,419,686 1,419,686
Aircraft & Engines
---------- ----------
$2,229,852 $2,187,343
========== ==========
18
10. PROPERTY AND EQUIPMENT
March 31, December 31,
2006 2006
Unaudited Audited
--------- -------
Gross Asset Value
Land and improvements $ 25,094 $ 25,094
Buildings and improvements 190,479 190,479
Vehicles 79,028 79,028
Computers and Software 308,784 306,164
Other office equipment 62,823 59,568
Machinery and equipment 2,092,246 2,023,994
---------- ----------
Sub Total $2,758,454 $2,684,327
Less accumulated depreciation 1,178,144 1,042,186
---------- ----------
Property and equipment, Net $1,580,310 $1,642,141
========== ==========
During 2005, depreciation expense was $489,818 and depreciation expense was
$135,957 during the 1st quarter of 2006.
11. COMMITMENTS AND CONTINGENCIES
On December 9, 2005, Global Aircraft Solutions, Inc ("Global"), Hamilton
Aerospace Technologies, Inc. ("HAT"), a wholly owned subsidiary of Global
Aircraft Solutions, Inc. and World Jet Corporation, ("WJ") a wholly owned
subsidiary of Global Aircraft Solutions, Inc. (collectively the "Borrowers")
closed on a first Modification to the May 5, 2005 Initial Loan Agreement with
M&I Marshall & Ilsley Bank ("M&I Bank"). The modification increased the $2.5
million operating line of credit to $5 million ("Line of Credit"); added a
Guidance Line of Credit in the amount of $7 million ("Guidance Credit") solely
for the acquisition of aircraft and Letter of Credit Facilities in combined
amounts not to exceed $200,000.00. The interest rate on the Line of Credit was
reduced from 3.50% per annum to 3.00% per annum in excess of the applicable
LIBOR rate. At December the applicable interest rate was 7.39% per annum. The
interest rate on the Guidance Credit is also 3.00% per annum in excess of the
applicable LIBOR rate. The interest rate for each Letter of Credit Facility, if
drawn upon, shall also be 3.00% per annum in excess of the applicable LIBOR
rate. The Line of Credit and any Letter of Credit Facility remains secured by a
first priority lien on Global's, HAT's and WJ's personal property. Any advances
pursuant to the Guidance Credit shall be secured by a first priority lien on any
aircraft purchased with such advance. The term of the Line of Credit; the
Guidance Credit and the Letter of Credit Facility all expire on October 31, 2007
and the entire outstanding principal balance, all accrued and unpaid interest,
and all other sums due and payable under both the Line of Credit and Guidance
Credit shall be due on the expiration date.
While there is no required monthly repayment obligation of the Line of Credit,
the Line of Credit is based upon and limited by a borrowing base equal to the
sum of 80% of the outstanding amount of all Eligible Accounts as defined in the
Loan Agreement and 50% of the net book value of all Eligible Inventory as
defined in the Loan Agreement. While there is no required monthly repayment
obligation of the Guidance Credit, the Borrowers are required to repay, from
time to time, (i) an amount equal to any amount by which the outstanding
principal balance of the Guidance Credit exceeds $7 million, (ii) all amounts
received by Borrowers under any aircraft purchase agreement, other than an
initial down payment to the extent it does not exceed twenty-five percent (25%)
of the purchase price, and (iii) any portion of an advance or readvance not paid
within ninety (90) days of the advance or readvance. Borrowers are also
responsible to immediately repay to bank the amount of an advance upon any
breach of the aircraft purchase agreement. If any Letter of Credit Facility is
drawn upon, all principal and accrued and unpaid interest shall be due and
payable upon demand.
The Borrowers paid total fees and expenses of approximately $37,500.00 in
connection with the modification to the Line of Credit and addition of the
Guidance Credit and Letter of Credit Facility. The Borrowers will owe a loan fee
to the bank equal to 1% of the amount of any requested advance under the
Guidance Credit with a cap of $52,500.00 in cumulative fees. The Borrowers will
owe the bank a fee for the issuance of any Letter of Credit in the amount of 2%
of the amount of the letter of credit.
The balance due of the Line of Credit at March 31, 2006 was $4,859,936. The Line
of Credit also secures a Letter of Credit for $128,000, which was issued to TAA
as part of the lease agreement for the HAT facility. The total available credit
facility is $12,000,000 at December 31, 2005 subject to the borrowing base and
the Guidance Credit Line provisions that $7,000,000 be used for aircraft
purchases only.
At March 31, 2006, the Company was not in compliance with the quick ratio
(defined as cash, liquid cash equivalents and accounts receivable, divided by
current liabilities) covenant of the loan agreement. The ratio is to be at least
..90 to 1. At March 31, 2006 the ratio for the Company was .61 to 1.
19
12. RELATED PARTY TRANSACTIONS
BCI Aircraft Leasing, Inc., Global's partner in Jetglobal, see Note 4, accounted
for 14% of the Company's revenue during the quarter ended March 31, 2006. The
account receivable balance due from BCI at March 31, 2006 was $1,038,672.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIIION AND
RESULTS OF OPERATION.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements and information relating
to Global Aircraft Solutions, Inc. ("Global") and its wholly owned subsidiaries
Hamilton Aerospace Technologies Inc., "HAT", and World Jet Corporation, "World
Jet", that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this
report, the words "anticipate", "believe", "estimate", "expect", "intend",
"plan" and similar expressions, as they relate to Global, HAT, World Jet, or its
management, are intended to identify forward-looking statements. These
statements reflect management's current view of Global, HAT, and World Jet
concerning future events and are subject to certain risks, uncertainties and
assumptions, including among many others relating to our results of operations:
competitive factors, shifts in market demand, and other risks and uncertainties,
that may affect our ability to generate sufficient working capital to meet our
operating requirements and service our indebtedness, our ability to refinance
our secured debt, or to convert such debt to equity, maintaining good working
relationships with our vendors and customers, our ability to attract and retain
qualified personnel, future terrorist-related activities, economic factors that
affect the aviation industry, changes in government regulation, increases in
fuel prices, and the overall economy. Should any of the assumptions underlying a
forward-looking statement prove incorrect, actual results could differ
materially from those anticipated.
20
PART 1
The following discussion and analysis should be read in conjunction with the
information set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations in our annual report on form 10-KSB for
2005. Global Aircraft Solutions, Inc. ("Global"), formerly Renegade Venture
(Nev.) Corporation, is a public company that trades in the U.S. over-the-counter
market. Our common stock is quoted on the OTC Bulletin board under the symbol
GACF. On May 2, 2002, Global acquired newly formed aviation company Hamilton
Aerospace Technologies, Inc., a Delaware corporation ("HAT") in a
stock-for-stock exchange. HAT was formed on April 5, 2002, to create a premier
provider of large aircraft maintenance, repair, overhaul and modification
("MRO") services to owners and operations of certain Transport Category
commercial jet aircraft. Its customers are all aircraft operators, including
passenger and cargo air carriers, and aircraft leasing companies. On July 25,
2004, Global acquired 100 percent of the common stock of World Jet Corporation
("World Jet"), a privately owned Nevada corporation. World Jet, incorporated in
1997, is an aviation parts sales company servicing aircraft operators, aircraft
leasing companies and MRO facilities. The acquisition of World Jet had an
effective transaction date of January 1, 2004 and the World Jet results of
operations were included in all quarters of calendar year 2004.
Global's plan of operation for the immediate future includes seeking and
acquiring, if possible, aviation industry related businesses to complement its
HAT and World Jet subsidiaries. Additionally, the Company will seek to expand
HAT and World Jet by organic growth. Global will not limit its search for
business combination candidates to any particular geographical area. Management
of Global will seek combination candidates in the United States and other
countries, as available time and resources permit, through existing associations
and by word of mouth. This plan of operation has been adopted in order to
attempt to increase value for Global's shareholders.
Company management has rejected a policy of growth for growth's sake in favor of
focusing on profitability and building a good reputation for the Company and its
subsidiaries by limiting contracts to those perceived to have a high probability
of success. This strategy is also beneficial to the Company's marketing efforts
in that a good track record of maintenance and modification contracts, delivered
successfully on-time and on-budget, is by far the most potent tool for securing
new work contracts; and expedited delivery of parts at a competitive price leads
to greater volume of parts sales. In managing its operations, the Company is
committed to continuously evaluating the adequacy of its management structure
and its existing systems and procedures; including its quality control,
financial, and internal controls systems. The Company is focused on maintaining
a small, but tightly knit and multi-tasking, highly experienced management team.
In the United States, the Federal Aviation Administration (FAA) regulates the
manufacture, repair, overhaul and operation all aircraft and aircraft equipment
operated in the U.S. The FAA must certify each authorized repair station, and
certified facilities are issued an Air Agency Certificate. Each certificate
contains rating and limitations that specifically authorize the repair station
to only perform certain types of services on specific makes and models of
aircraft. Aircraft maintenance and modification is a highly regulated industry,
and a good working relationship with the FAA is essential to the successful
operation of an FAA-approved Repair Station such as HAT. The policy of HAT
management is to work closely and proactively with the FAA, which has resulted
in the very positive relationship needed to insure that when significant issues
do occasionally arise between HAT and the FAA they are addressed in a reasonable
and constructive nature.
World Jet is a seller/broker of aircraft parts which is not an operation or
activity which is regulated by the FAA or any other governing body or
governmental agency; however, any aircraft parts sold by World Jet must be
accompanied by documentation verifying that such part is traceable to either an
FAA approved manufacturer, overhaul or repair facility, or an FAA certificated
operator. In furtherance of satisfying customers that World Jet does sell and
broker parts that are traceable to FAA certification, World Jet voluntarily
participates in the Airline Suppliers Association which requires an annual audit
of suppliers of aircraft parts to verify that such supplier maintains the proper
traceability documents, properly tags aircraft parts in support of such
traceability and maintains proper packaging and storage of aircraft parts. In
addition to the foregoing, World Jet also certifies to each customer that any
part or material sold was not involved in any incident and is not government
surplus.
Global's aircraft trading represents a significant niche in our business.
Successful efforts in this area will go a long way to building our company.
During 2005, aircraft trading accounted for 19% of the Company's revenue. The
considerable impact that can be made through growth of aircraft trading is
evident when you consider that fewer than 10 transactions took place in our
aircraft trading segment, (which excludes any Jetglobal activity), during the
year ended December 31, 2005. During the first quarter of 2006 aircraft trading
accounted for 22% of Company revenues. Obviously, there is opportunity for a
positive synergistic increase in MRO revenue and part sales revenue related to
those aircraft traded with both new and continuing customers. In addition to the
in-house aircraft trading, activitiess during the first quarter of 2006 for
Jetglobal resulted in no recordable sales. Global's share of Jetglobal net
expense was $45,872. It should be noted that on April 25, the Company issued a
press release and filed and SEC form 8K announcing the sale of six 737-200
aircraft by Jetglobal in the first quarter of 2006. This press release and SEC
form 8K filing further stated that Global Aircraft Solutions would book its 30%
share of the net profit resulting from the sale of these six aircraft in the
first quarter 2006. Upon review of the Company's first quarter financial results
by the Company's independent audit firm, it was determined that although the
sale agreements for the six aircraft in question were executed (and substantial
payments received) in the first quarter 2006, the announced sales transactions
did not meet all GAAP tests for booking the aircraft sale transactions in the
quarter in which the sale agreements were executed. All six of the 737-200
aircraft sales subsequently met all GAAP tests for delivery and booking in the
second quarter 2006. Consequently, contrary to the press release and SEC form 8K
filing dated April 25, 2006, Global is booking no net profit from Jetglobal in
the first quarter 2006, and the Company is issuing an SEC form 8K(A) stating
that the net profit resulting from the six aircraft sales previously announced
will be booked in the second quarter 2006 rather than the first quarter 2006.
HAT competes principally on the high quality of its services and its price
competitiveness due to its location in the Southwest. Location related benefits
include low labor rates; a dry, mild climate enabling HAT to do many MRO
projects outdoors; and low overhead. World Jet competes on price competitiveness
and expedited delivery of parts. World Jet has spent years acquiring inventories
at deep discounts and this inventory is the type HAT uses on a daily basis.
World Jet's customer base includes airlines, aircraft leasing companies and MRO
facilities. The large aircraft repair business and the aircraft parts sales
business are highly competitive. Revenues are sensitive to adverse changes in
the air carrier business, with factors such as airline profit levels, changes in
fuel costs, average fare levels, and passenger demand. The heavily regulated
airline industry, however, requires scheduled maintenance and repair services
irrespective of industry economics, thus providing a reasonably steady market
for HAT's and World Jet's services.
21
RECENT DEVELOPMENTS AFFECTING OUR OPERATIONS
The September 11th terrorist attacks carried out against the United States of
America in 2001 had a severe impact on the aviation industry. As a result of
these attacks and the related aftermath, many commercial passenger airlines and
air cargo carriers reported significant reductions in their operations, taking
more than 20% of their aircraft out of service, either parking them or returning
them to leasing companies. This reduction in operations caused the airline
industry in general to incur significant losses in 2001, 2002, and 2003 and
decreased revenues for MRO facilities that depend significantly on airline
customers, which HAT and World Jet do not. While airlines have seen increases
and remain hopeful that passenger levels will soon return to pre-September 11th
levels, the effect of the terrorist acts, the continued alerts by the U.S.
Department of Homeland Security and fears of new terrorist attacks, the U.S.-led
invasion of Iraq, high fuel costs and the general state of the economy could
quite possibly produce negative impact on the aviation industry.
RESULTS OF OPERATIONS
As a holding company, the bulk of our day-to-day operations are currently and
were as of March 31,2006, conducted by our operating subsidiaries, HAT, which
was organized on April 5, 2002 and began operations on April 15, 2002, and World
Jet, which was acquired July 25, 2004, with an effective date of January 1,
2004. Our in-house aircraft trading transactions were conducted by the parent
company Global Aircraft Solutions, Inc. Jetglobal, LLC, also conducts aircraft
trading which benefits Jetglobal in the amount of 30% of the profits earned.
(see Note 4 in the notes to the financial statements included in this filing.)
OPERATING SEGMENTS
See Note 3 to the Condensed Consolidated Financial Statements for certain
segment and geographic financial data relating to our business. The Company has
divided its operations into the following reportable segments: Aircraft
maintenance, repair, and overhaul; aircraft trading (i.e. aircraft brokerage and
/or the purchase for resale or lease of aircraft and /or aircraft engines); and
part sales. All aircraft maintenance, repair and overhaul is performed at HAT.
Beginning January 1, 2005, all aircraft trading has been done through Global.
Prior to that date all aircraft trading transactions were handled through HAT.
Subsequent to its acquisition in January 2004, substantially all part sales were
done by the Company's wholly owned subsidiary, World Jet.
HAT operating revenues consist primarily of service revenues and sales of
materials consumed while providing services. World Jet revenues consist
primarily of sales of aircraft parts. Cost of sales consists primarily of labor
and materials, cost of parts and freight charges. Operating results have
fluctuated in the past and may fluctuate significantly in the future. Many
factors affect our operating results, including timing of repair orders and
payments from large customers, competition from other third-party MRO service
providers, the state of the aviation industry and the number of customers
seeking services, the impact of fixed pricing on gross margins and our ability
to accurately project our costs, our ability to obtain financing and other
factors.
Significant portions of our operating expenses, such as insurance, rent, debt
payments, certain salaries and such, are relatively fixed. Since we typically do
not obtain long-term commitments from our customers, we must anticipate the
future volume of orders based upon the historic patterns of our customers and
upon discussions with our customers as to their future requirements.
Cancellations, reductions or delays in orders by a customer or group of
customers could have a material adverse effect on our business, financial
condition and results of operations.
Operating revenue for the three months ended March 31, 2006 was $11,508,723,
which was bolstered by the inclusion of $2,573,000 in revenue from aircraft
trading operations. Aircraft trading revenues were $1,000,000 higher than in
2005 during the same period. Our operating revenue for the three months ended
March 31, 2006 was approximately 33% more than the $8,652,236 that was earned
during the same period in 2005. The following table indicates the major sources
of these revenues:
Revenue breakdown 1st Quarter, 2006 Revenue breakdown 1st Quarter, 2005
(millions) (millions)
HAT MRO activity $ 6.005 MRO activity $ 4.922
Commissions 0 Commissions $ .680
Parts $ .011 Parts $ .082
AC/engine Sales $ .048
Other services $ .175 Other services $ .047
World Jet Part Sales, less Intercompany $ 2.095 Part Sales, less Intercompany $ 1.123
Commissions Commissions $ .023
Global AC Sales $ 2.525 Mesa manpower contract $ 1.525
Commissions .650 Mesa facility usage fees $ .250
Gross profit for the first quarter of 2005 was $2,297,831 while gross profit for
the first quarter of 2006 was $3,973,314, an 73% increase. During the first
quarter of 2005, 51% of HAT's revenue came from its top five customers, 36% of
Word Jet's revenue, after intercompany eliminations, was derived from its top 4
customers. During the first quarter of 2006, 50.5% of HAT's revenue came from
its top three customers, 32.6% of Word Jet's revenue, after intercompany
eliminations, was derived from its top customer.
Management is cautiously optimistic that our adeptness at garnering jobs with
the likelihood of high gross profit potential and our continued vigilance at
holding down costs will be sustainable for the remainder of 2006. HAT's option
of being selective in the work booked is due to their growing reputation for
providing quality, on-budget, on-time deliveries to their customers. HAT and
World Jet are experiencing success in securing new customers and securing more
business from existing customers as well.
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Gross profit levels during any particular period are dependent upon the number
and type of aircraft serviced, the contract terms under which services are
performed and the efficiencies that can be obtained in the performance of such
services. Significant changes in any one of these factors could have a material
impact on the amount and percentage of gross profits. Additionally, gross profit
could be impacted in the future by considerations as to the value of our
inventory.
Company SG&A expenses were $1,970,463 for the first quarter of 2006 and as a
percentage of revenues were 17%. The same period in 2005 showed SG&A expenses of
$1,628,734, which was 19% as a percentage of revenues. Management's continued
efforts to control costs remain a high priority for the remainder of 2006.
Interest expense for the Company, during the first quarter of 2005, was
$133,791. Interest expense for the company, during the 1st quarter of 2006, was
$84,674.
The following tables depict our results of operations for the first quarter of
2006 and for the first quarter of 2005 on a stand-alone basis and a consolidated
for Global, HAT and World Jet:
1st Quarter 2006
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 3,175,000 6,554,442 2,975,124 1,195,843 11,508,723
Less: Cost of sales 1,949,139 4,586,370 2,195,743 1,195,843 7,535,409
Less: Expenses 676,674 777,610 516,179 1,970,463
Pre-tax Operating Profit 549,187 1,190,462 263,202 2,002,851
(Loss)
1st Quarter 2005
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 1,775,000 5,730,920 2,255,788 1,109,472 8,652,236
Less: Cost of sales 975,000 4,879,870 1,609,007 1,109,472 6,354,405
Less: Expenses 598,825 677,609 361,300 1,628,734
Pre-tax Operating Profit 210,175 173,441 285,481 669,097
(Loss)
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
On December 9, 2005, Global Aircraft Solutions, Inc ("Global"), Hamilton
Aerospace Technologies, Inc. ("HAT"), a wholly owned subsidiary of Global
Aircraft Solutions, Inc. and World Jet Corporation, ("WJ") a wholly owned
subsidiary of Global Aircraft Solutions, Inc. (collectively the "Borrowers")
closed on a first Modification to the May 5, 2005 Initial Loan Agreement with
M&I Marshall & Ilsley Bank ("M&I Bank"). The modification increased the $2.5
million operating line of credit to $5 million ("Line of Credit"); added a
Guidance Line of Credit in the amount of $7 million ("Guidance Credit") solely
for the acquisition of aircraft and Letter of Credit Facilities in combined
amounts not to exceed $200,000.00. The interest rate on the Line of Credit was
reduced from 3.50% per annum to 3.00% per annum in excess of the applicable
LIBOR rate. The interest rate at December 31, 2005 was 7.39% per annum. The
interest rate on the Guidance Credit is also 3.00% per annum in excess of the
applicable LIBOR rate. The interest rate for each Letter of Credit Facility, if
drawn upon, shall also be 3.00% per annum in excess of the applicable LIBOR
rate. The Line of Credit and any Letter of Credit Facility remains secured by a
first priority lien on Global's, HAT's and WJ's personal property. Any advances
pursuant to the Guidance Credit shall be secured by a first priority lien on any
aircraft purchased with such advance. The term of the Line of Credit; the
Guidance Credit and the Letter of Credit Facility all expire on October 31, 2007
and the entire outstanding principal balance, all accrued and unpaid interest,
and all other sums due and payable under both the Line of Credit and Guidance
Credit shall be due on the expiration date.
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While there is no required monthly repayment obligation of the Line of Credit,
the Line of Credit is based upon and limited by a borrowing base equal to the
sum of 80% of the outstanding amount of all Eligible Accounts as defined in the
Loan Agreement and 50% of the net book value of all Eligible Inventory as
defined in the Loan Agreement. While there is no required monthly repayment
obligation of the Guidance Credit, the Borrowers are required to repay, from
time to time, (i) an amount equal to any amount by which the outstanding
principal balance of the Guidance Credit exceeds $7 million, (ii) all amounts
received by Borrowers under any aircraft purchase agreement, other than an
initial down payment to the extent it does not exceed twenty-five percent (25%)
of the purchase price, and (iii) any portion of an advance or readvance not paid
within ninety (90) days of the advance or readvance. Borrowers are also
responsible to immediately repay to bank the amount of an advance upon any
breach of the aircraft purchase agreement. If any Letter of Credit Facility is
drawn upon, all principal and accrued and unpaid interest shall be due and
payable upon demand.
The Borrowers paid total fees and expenses of approximately $37,500.00 in
connection with the modification to the Line of Credit and addition of the
Guidance Credit and Letter of Credit Facility. The Borrowers will owe a loan fee
to the bank equal to 1% of the amount of any requested advance under the
Guidance Credit with a cap of $52,500.00 in cumulative fees. The Borrowers will
owe the bank a fee for the issuance of any Letter of Credit in the amount of 2%
of the amount of the letter of credit. The balance due of the Line of Credit at
March 31, 2006 was $4,859,936. The Line of Credit also secures a Letter of
Credit for $128,000 which was issued to TAA as part of the lease agreement for
the HAT facility.
Our ability to make payments of principal and interest on outstanding debt will
depend upon our future operating performance, which will be subject to economic,
financial, competitive and other factors, some of which are beyond our control.
Our ability to repay our indebtedness is dependent on several factors: our
continued ability to secure high profit margin jobs, more fully utilizing our
capacities, creating a higher bottom line and consequently more cash; and our
ability to establish revolving credit lines, which we can draw on as needed.
Significant changes in the Company's Balance Sheet for the quarter ended March
31, 2006 were as follows:
Total assets decreased from $25,054,621at December 31, 2005 to
$25,031,498 at March 31, 2006. Significant changes for the period were:
Cash on hand decreased $72,265
Accounts receivable showed an increase of $724,017.
Costs and expenses on uncompleted contracts in excess of
billings increased $984,067.
The Company's first quarter Balance Sheet reflects the
reclassification of $2,229,842 of Current Inventory to
Inventory, non-current. This is an increase over the December
31, 2005 reclassification of $42,509. Current Inventory
decreased $524,922 from the December 31, 2005 balance.
Equity in net results of and advances to affiliates decreased
from $6,333,690 at December 31, 2005 to $5,197,216 at March
31, 2006, a total difference of $1,136,474. Jetglobal released
$1,975,000 to Global during the period.
During the first quarter of 2006, total liabilities decreased from
$11,026,222 at December 31, 2005 to $9,807,548 at March 31, 2006,
primarily due to:
There was an increase in Notes Payable of $2,295,197 over the
December 31, 2005 figure.
Accounts Payable decreased over the 2005 year-end balance by
$4,598,668 largely due to the payment of a $5.4 million
balance due on the purchase of an aircraft.
Billings in excess of costs and expenses on uncompleted
contracts decreased $23,458
Estimated income taxes payable increased $779,637.
Cash
As of March 31, 2006 we had $295,748 in cash on hand and approximately
$5,717,155 in collectible receivables. Management believes that anticipated cash
flows will be adequate to sufficiently provide working capital. We cannot assure
you that financing alternatives will be available to us in the future to support
our working capital requirements.
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CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
Financial Reporting Release No. 60 of the SEC encourages all companies to
include a discussion of critical accounting policies or methods used in the
preparation of the financial statements. Our consolidated financial statements
filed as part of this annual report include a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements.
REVENUE RECOGNITION. We recognize revenues related to engine overhaul services
when we ship the overhauled engine. Revenues from fixed-fee contracts for MRO
sales are recognized on the percentage-of-completion method, measured by the
cost-to-cost method, commencing when progress reaches a point where experience
is sufficient to estimate final results with reasonable accuracy. Revision in
cost and labor hour estimates and recognition of losses on these contracts are
reflected in the accounting period in which the facts become known. Revenues
from time and material contracts are recognized as the services are performed.
Revenues from part sales are recognized when parts are shipped.
USE OF ESTIMATES. Management's Discussion and Analysis of Financial Condition
and the Results of Operation is based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of our financial
statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and the related
disclosure of contingent assets and liabilities. Management evaluates these
estimates on an on-going basis, including those related to estimated losses on
disposal of discontinued operations, the allowance to reduce inventory to the
lower of cost or net realizable value, the estimated profit recognized as
aircraft maintenance, design and construction services are performed, the
allowance for doubtful accounts and notes receivable, future cash flows in
support of long lived assets, medical benefit accruals, and the estimated fair
values of facilities under capital leases. Management bases its estimates on
historical experience and on various other assumptions that they believe are
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk refers to the potential losses arising from changes in interest
rates, foreign currency fluctuations and exchange rates, equity prices and
commodity prices including the correlation among these factors and their
volatility. The Company is primarily exposed to interest rate risk. Though the
Company sells to foreign customers, all transactions are conducted and
enumerated in U.S. dollars.
Interest Rate Risk
Changes in interest rates may result in changes in the fair market value of the
Company's financial instruments, interest income and interest expense. The
Company does not have a cash equivalent investment portfolio therefore, the
Company's financial instruments that are exposed to interest rate risk would be
in the nature of long-term borrowings. Our current borrowings are in the nature
of a Line of Credit that is due and payable on or before October 31, 2007. This
Line of Credit is discussed in detail above under the heading "Liquidity".
Management believes that a hypothetical 10% movement in interest rates would not
have a materail impact on the Company's future earnings or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
(a) Within 90 days of filing this report on Form 10-QSB (the "Evaluation Date"),
our Chief Financial Officer and Chief Executive Officer, together with HAT's
President and Principal Financial and Accounting Officer, evaluated our
disclosure controls and procedures, as defined in Rules 13a-14(c) and 15d-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Based on that evaluation, these officers have concluded that as of the
Evaluation Date, our disclosure controls and procedures were effective in timely
alerting them to material information relating to our company (including our
consolidated subsidiaries) required to be included in our reports filed or
submitted by us under the Exchange Act.
(b) There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation.
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PART II. OTHER INFORMATION
ITEM 5. OTHER ITEMS
On May 4, 2006, HAT and Aero Micronesia reached a settlement agreement related
to a lawsuit brought by HAT to collect a past due account receivable. HAT
accepted as full and final payment by Aero Micronesia a total of $160,000 on a
debt of $184,684.64. The entire account receivable balance had been written-off
during 2005.
It should be noted that on April 25, the Company issued a press release and
filed and SEC form 8K announcing the sale of six 737-200 aircraft by Jetglobal
in the first quarter of 2006. This press release and SEC form 8K filing further
stated that Global Aircraft Solutions would book its 30% share of the net profit
resulting from the sale of these six aircraft in the first quarter 2006. Upon
review of the Company's first quarter financial results by the Company's
independent audit firm, it was determined that although the sale agreements for
the six aircraft in question were executed (and substantial payments received)
in the first quarter 2006, the announced sales transactions did not meet all
GAAP tests for booking the aircraft sale transactions in the quarter in which
the sale agreements were executed. All six of the 737-200 aircraft sales
subsequently met all GAAP tests for delivery and booking in the second quarter
2006. Consequently, contrary to the press release and SEC form 8K filing dated
April 25, 2006, Global is booking no net profit from Jetglobal in the first
quarter 2006, and the Company is issuing an SEC form 8K(A) stating that the net
profit resulting from the six aircraft sales previously announced will be booked
in the second quarter 2006 rather than the first quarter 2006.
ITEM 6. EXHIBITS
(a) Exhibits
31.1 Certification of Principal Executive Officer, Mr. Ian Herman
31.2 Certification of President and Chief Operating Officer,
Mr. John B. Sawyer
31.3 Certification of Principal Financial Officer, Ms. Patricia Graham
32.1 Certification of Mr. Ian M. Herman, Chief Executive Officer and
Chief Financial Officer
SIGNATURES
In accordance with the requirements of the Exchange act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized individual.
Date: May 14, 2006
GLOBAL AIRCRAFT SOLUTIONS, INC.
By: /s/ Ian Herman
------------------------------------
Ian Herman, Chief Executive Officer
And Chief Financial Officer
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