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 September 30, 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 126-2 of the Exchange Act).
Yes [ ] No [ x ]
The number of shares outstanding of each of the Registrant's classes of common
equity, as of September 30, 2006 are as follows:
Class of Securities Shares Outstanding
- ----------------------------- ------------------
Common Stock, $.001 par value 39,525,307
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets:
As of September 30, 2006 (audited) and December 31, 2005
(unaudited).................................................. 3
Condensed Consolidated Statements of Operations:
For the three months and nine months ended September 30, 2006
and 2005 (unaudited).......................................... 5
Consolidated Statement of Changes in Stockholders' Equity:
For the year ended December 31, 2005 (audited) and
nine months ended September 30, 2006 (unaudited).............. 6
Consolidated Statements of Cash Flows:
For the nine-month periods ended September 30, 2006
and 2005 (unaudited).......................................... 8
Notes to Condensed Consolidated Financial Statements
(unaudited)................................................... 10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation ........................... 27
Item 3. Quantitative and Qualitative Disclosure about Market Risk..... 32
Item 4. Controls and Procedures....................................... 33
PART II. OTHER INFORMATION
Item 5. Other Information.............................................. 33
Item 6. Exhibits....................................................... 33
Signatures..................................................... 33
Certifications
2
ITEM 1. FINANCIAL STATEMENTS.
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Balance Sheet
September 30, 2006 and December 31, 2005
ASSETS
2006 2005
(unaudited) (audited)
Dollars Dollars
---------- -----------
CURRENT ASSETS
Cash and cash equivalents 1,143,010 368,013
Accounts receivable 7,853,027 4,993,138
Costs and estimated earnings in excess of billings on
contracts in progress 1,303,634
Note receivable 593,850 1,997,868
Inventory, net of allowance for slow-moving and obsolete
inventory 7,993,603 8,767,435
Restricted funds 98,500 98,500
Other current assets 136,240 304,987
---------- ----------
TOTAL CURRENT ASSETS 19,121,864 16,529,941
Property, plant and equipment 1,613,332 1,642,141
Investment 25,000 25,000
Equity in net assets of and advances to affiliates 8,311,674 6,333,690
Customer list, net 33,472 133,886
Agreement with vendor, net 7,123 28,490
Goodwill 38,992 38,992
Deferred income taxes 130,000 130,000
Other assets 227,982 192,481
---------- ----------
TOTAL ASSETS 29,509,439 25,054,621
========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Balance Sheet
September 30, 2006 and December 31, 2005
LIABILITIES AND STOCKHOLDERS' EQUITY
2006 2005
(unaudited) (audited)
Dollars Dollars
----------- -----------
CURRENT LIABILITIES
Notes payable - short term 5,335,985 2,564,739
Accounts payable - trade 4,315,448 7,181,397
Customer deposits
Billings in excess of costs and estimated
earnings on contracts in progress 23,458
Customer deposits 50,000
Accrued liabilities 389,156 570,724
Income taxes payable 2,133,472 685,904
Commitments and contingencies
----------- -----------
TOTAL CURRENT LIABILITIES 12,224,061 11,026,222
LONG-TERM LIABILITIES
Capital lease obligations 277,225
----------- -----------
TOTAL LONG-TERM LIABILITIES 277,225
----------- -----------
TOTAL LIABILITIES 12,501,286 11,026,222
=========== ===========
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized
and 38,998,215 and 39,905,307 shares issued 2005 and 2006
and 38,618,215 and 39,525,307 shares outstanding 2005
and 2006 39,905 38,998
Additional paid-in capital 12,449,830 11,904,683
Deferred compensation (58,250) (80,000)
Contributed capital 620,289 620,289
Retained earnings 3,956,379 1,544,429
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 17,008,153 14,028,399
=========== ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 29,509,439 25,054,621
=========== ===========
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 and Nine Months ended September 30, 2006 and 2005
(unaudited)
Three Three Nine Nine
Months Months Months Months
ended ended ended ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
Dollars Dollars Dollars Dollars
-------------------------------------------------------------
Net sales 7,904,355 15,462,146 29,611,729 32,943,760
Cost of sales (5,756,242) (12,165,322) (21,059,696) (24,839,649)
Inventory write down (55,208) (165,625)
--------- ---------- ---------- ----------
Gross profit 2,148,113 3,241,616 8,552,033 7,938,486
Selling, general and administrative expense (1,996,139) (2,284,532) (5,797,873) (5,651,307)
Penalties (560) -- (11,731) (1,006)
--------- ---------- ---------- ----------
Gain (loss) from operations 151,414 957,084 2,742,429 2,286,173
Other income (expense):
Interest income 12,613 55,487 67,338 259,506
Interest expense (220,048) (53,762) (451,916) (358,153)
Discounts taken 3,779 (10,000) 3,779 7,715
Miscellaneous expense (110) (116) (110)
Miscellaneous income 95,970 5,810 114,575 99,727
Gain (loss) on asset disposal -- -- (8,518) --
Equity in income of unconsolidated affiliates 315,000 -- 1,238,121 --
--------- ---------- ---------- ----------
Net profit (loss), Before taxes 358,728 954,509 3,705,692 2,294,858
Estimated taxes, State and Federal (125,555) (293,266) (1,293,742) (293,356)
--------- ---------- ---------- ----------
Net profit (loss), After taxes 233,173 661,243 2,411,950 2,001,502
========= ========== ========== ==========
Net profit (loss) per share, Basic 2006 3rd Qtr
39,277,321 shares, Year to date 38,980,587 shares;
2005 3rd Qtr 35,460,775 shares, Year to date
35,460,775 shares 0.01 0.02 0.06 0.06
Net profit (loss) per share, Fully diluted 2006 3rd Qtr
40,339,995 shares, Year to date 40,248,919 shares;
2005 3rd Qtr 38,167,627 shares, Year to date
33,706,298 shares 0.01 0.02 0.06 0.06
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 (audited) and the Three
Quarters Ended September 30, 2006 (unaudited)
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 15,000
ptions exercised
50,000 @ $0.30
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
2nd Qtr, 2005
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
No change
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
3rd Qtr, 2005
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
Shares issued to 7,200,000 7,200 4,644,000 4,651,200
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) 77,000
Directors under
Restricted stock
award at $0.80,
100,000 shares
or 2005; 100,000
shares to be
expensed in 2006
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
Shares issued to 15,000 15 19,485 19,500
employee under
agreement,
price
at measurement
date of $1.30
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
Shares issued to 60,000 60 35,940 36,000
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 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 13,900
signing bonus to
new director,
price at
measurement date
$1.39
- ---------------------------- --------- ---------- ------------ ---------------------- ---------------- -----------
6
Stock issued for 100,000 100 69,900 70,000
services rendered
valued at $70,000
Stock price at
measurement date
50,000 shares @
$.56 and 50,000
shares @$.84
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Compensation 58,250 58,250
expensed
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
2nd Qtr, 2006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Stock issued for 100,000 100 152,900 (153,000)
consultancy
services to be
rendered in 2006,
price at
measurement date
$1.53
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued 96,154 96 96,058 96,154
warrants
exercised @1.00
per share for a
consideration of
$96,154
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued 165,814 166 (166)
under non-cash
provision of
warrants
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Compensation 58,250 58,250
expensed
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
3rd Qtr, 1006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Shares issued 125,124 125 (125)
under non-cash
provision of
warrants
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Annual retainer 20,000 20 26,980 27,000
to directors
price at
measurement date
$1.35
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Stock issued 20,000 20 23,980 24,000
under new
employment
agreement, price
at measurement
date $1.20
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Stock issued 270,000 270 161,730 162,000
under 2004
employment
agreements, price
at measurement
date $.60
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Compensation 58,250 58,250
expensed
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Net Income/Loss 2,411,950 2,411,950
first nine months
of 2006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
Balance 39,525,307 39,905 12,449,830 620,289 (58,250) 3,956,379 17,008,153
September 30,
2006
- ------------------- ---------- --------- ---------- ------------ -------------- --------- ---------------- -----------
7
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Statement of Cash Flows
For the Nine Months ended September 30, 2006 and 2005
(unaudited)
2006 2005
Dollars Dollars
---------- ----------
Cash flows from operating activities:
Net Profit 2,411,950 2,001,502
Adjustments to reconcile net profit to net cash
provided (used) by operating activities:
Depreciation 422,866 356,104
Amortization 121,782 121,782
Allowance for Doubtful Accounts (91,907) 165,625
Share of affiliate net income (1,238,121) 104,847
Gain on disposal of fixed assets 13,785
Expenses paid with stock 551,812 182,234
Changes in Assets and Liabilities:
Accounts receivable (4,231,743) (2,060,855)
Prepaid expenses 266,363 (99,817)
Costs and estimated earnings in excess of
billings on contracts in progress (1,303,634)
Inventory 773,832 (4,240,242)
Restricted Funds (22,681)
Other current assets (446,893)
Other non-current assets (35,501)
Accounts payable-trade (3,060,309) 6,738,531
Accounts payable-related party (6,219)
Due to factor (604,409)
Customer deposits 50,000 (280,537)
Billings in excess of cost and estimated
earnings on contracts in progress (23,458) (529,812)
Income tax payable 1,447,568 202,812
Accrued liabilities (181,568) (478,185)
Net cash provided by/(used for) operating activities (4,106,283) 1,103,787
Cash flows from investing activities:
Purchase of property, plant and equipment (120,746) (221,746)
Notes receivable 1,407,758
Non-consolidated affiliate (Investment)/receipt 1,235,137 (2,935,057)
8
Net cash used for investing activities 2,522,149 (3,156,803)
Cash flows from financing activities:
Proceeds from issuance of common stock 96,154 4,911,000
Payments related to issuance of common stock (244,800)
Proceeds from bank loans 6,157,980 4,486,634
Repayment of bank loans (3,768,720) (4,486,634)
Payments on capital lease obligations (13,612)
Payments on Notes payable (108,930)
Other financing activities, net (3,741) 57,303
Net cash provided by financing activities 2,359,131 4,723,503
Net increase in cash and cash equivalents 774,997 2,670,487
Cash and cash equivalents at beginning of period 368,013 549,904
Cash and cash equivalents at end of period 1,143,010 3,220,391
During the second quarter of 2006 the Jetglobal partners agreed that the
$1,975,000 recorded in the first quarter as a distribution payment from the
Jetglobal investment would be reclassified and taken as a contra against BCI's
account receivable with HAT. This reclassification is now reflected in
operating cash flows.
Property, plant and equipment increased $287,097 as a result of Capital Lease
agreements. (telephone system $51,427; 4 scissors lifts $235,670). The actual
cash payouts for capital lease obligations are reflected in cash flow statement.
Notes payable increased as a result of financed insurance coverage in the amount
of $444,666.
A non-cash transaction reduced prepaid assets related to insurance coverage that
was billed in the amount of $336,420 to two customers who are beneficiaries of a
percentage of the coverage.
Interest paid for the nine months ended September 30, 2006 was $406,299.
Interest paid for the nine months ended September 30, 2005 was $358,153.
Taxes paid during the nine months ended September 30, 2006 were $14,351. Taxes
paid during the nine months September 30, 2005 were $90,544.00.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
9
GLOBAL AIRCRAFT SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 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 SK. 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 nine months
ended September 30, 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
September 30, 2006 is adequate based upon review of our outstanding accounts
receivable at September 30, 2006.
At September 30 2006, the Company has a receivable of $570,000 from a customer
that has filed for reorganization under Chapter 11 of the Bankruptcy Code.
Management believes that it has a substantial position in the bankruptcy
10
proceeding and that the Company has adequate collateral, which it will take as
payment for this receivable. The Company has provided a standard allowance for
all receivables at September 30, 2006.
Inventory
Inventories are stated at the lower of cost (first-in, first-out) or market.
Inventories include new, 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.
Inventory items held for over one year are no longer classified as "inventory,
non-current". All aircraft parts inventory are grouped as "Inventory, net of
allowance for slow moving and obsolete inventory" and accounted under `Current
Assets' category. This is based on standard aviation industry practice of
showing all aircraft parts under single line item of inventory. Aircraft parts
typically have more than one year of life. Rotable parts have the same life as
the aircraft. Repairable parts can be repaired several times over the life of
the aircraft and installed on the aircraft. This is a reclassification to
conform with what we now believe is more appropriate. This change will not
impact the current quarter results or past results of the company. However in
the future when the allowance for slow moving and obsolete inventory is provided
for, the allowance will be a considered as an expense for the company.
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.
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
charges 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 September 30, 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
periods ended September 30, 2006 and 2005 are as follows:
11
For the Nine Months ended September 30, 2006
------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
- ------------------------------------------------------------------------------------------
Net Income $2,411,950
- ------------------------------------------------------------------------------------------
Basic EPS
- ------------------------------------------------------------------------------------------
Income available to
common stockholders $2,411,950 38,980,587 $0.06
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Warrants 475,571
- ------------------------------------------------------------------------------------------
Options 792,761
- ------------------------------------------------------------------------------------------
Diluted EPS
- ------------------------------------------------------------------------------------------
Income available to common
stockholders + assumed conversions $2,411,950 40,248,919 $0.06
For the Quarter ended September 30, 2006
------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
- ------------------------------------------------------------------------------------------------
Net Income $233,173
- ------------------------------------------------------------------------------------------------
Basic EPS
- ------------------------------------------------------------------------------------------------
Income available to common stockholders $233,173 39,277,321 $0.01
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
Warrants 295,417
- ------------------------------------------------------------------------------------------------
Options 767,257
- ------------------------------------------------------------------------------------------------
Diluted EPS
- ------------------------------------------------------------------------------------------------
Income available to common
stockholders + assumed conversions $233,173 40,339,995 $0.01
For the Nine Months ended September 30, 2005
-------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
- -------------------------------------------------------------------------------------------------------
Net Income $2,001,502
- -------------------------------------------------------------------------------------------------------
Basic EPS
- -------------------------------------------------------------------------------------------------------
Income available to common stockholders $2,001,502 32,301,506 $0.06
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Warrants 437,433
- -------------------------------------------------------------------------------------------------------
Options 967,359
- -------------------------------------------------------------------------------------------------------
Diluted EPS
- -------------------------------------------------------------------------------------------------------
Income available to common
stockholders + assumed convrsions $2,001,502 33,706,298 $0.06
For the Quarter ended September 30, 2005
-----------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
- -----------------------------------------------------------------------------------------------------
Net Income $661,243
- -----------------------------------------------------------------------------------------------------
Basic EPS
- -----------------------------------------------------------------------------------------------------
Income available to common stockholders $661,243 35,460,775 $0.02
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Warrants 939,599
- -----------------------------------------------------------------------------------------------------
Options 1,767,253
- -----------------------------------------------------------------------------------------------------
Diluted EPS
- -----------------------------------------------------------------------------------------------------
Income available to common stockholders + assumed $661,243 38,167,627 $0.02
conversions
12
Calculation of Weighted Average Shares for Nine Months ended September 30, 2006
-------------------------------------------------------------------------------
Issues Shares O/S Dates Days Average
-------------- -------------- ------------------------- ------- ---------------
38,618,215 01/01/06 - 03/09/06 67 9,477,730
-------------- -------------- ------------------------- ------- ---------------
110,000 38,728,215 03/09/06 - 04/04/06 26 3,688,401
-------------- -------------- ------------------------- ------- ---------------
96,154 38,824,369 04/04/06 - 04/07/06 3 426,641
-------------- -------------- ------------------------- ------- ---------------
100,000 38,924,369 04/07/06 - 05/09/06 32 4,562,563
-------------- -------------- ------------------------- ------- ---------------
165,814 39,090,183 05/09/06 - 08/08/06 91 13,030,061
-------------- -------------- ------------------------- ------- ---------------
125,124 39,215,307 08/08/06 - 08/28/06 20 2,872,916
-------------- -------------- ------------------------- ------- ---------------
290,000 39,505,307 08/28/06 - 09/01/06 4 578,832
-------------- -------------- ------------------------- ------- ---------------
20,000 39,525,307 09/01/06 - 09/30/06 30 4,343,440
-------------- -------------- ------------------------- ------- ---------------
Total shares 38,980,587
-------------- -------------- ------------------------- ------- ---------------
Calculation of Weighted Average Shares for the Quarter ended September 30, 2006
-------------------------------------------------------------------------------
Issues Shares O/S Dates Days Average
-------------- -------------- ----------------------- -------- --------------
39,090,183 07/01/06 - 08/08/06 28 16,145,945
-------------- -------------- ----------------------- -------- --------------
125,124 39,215,307 08/08/06 - 08/28/06 20 8,525,067
-------------- -------------- ----------------------- -------- --------------
290,000 39,505,307 08/28/06 - 09/01/06 4 1,717,622
-------------- -------------- ----------------------- -------- --------------
20,000 39,525,307 09/01/06 - 09/30/06 30 12,888,687
-------------- -------------- ----------------------- -------- --------------
Total shares 39,277,321
-------------- -------------- ----------------------- -------- --------------
Calculation of Dilution for Nine Months ended September 30,2006
---------------------------------------------------------------
No. of shares Incremental shares
Outstanding
-------------------------- --------------- --------------------
Warrants @ $0.52 104,111 63,710
Warrants @ $0.68 300,000 147,761
Warrants @ $1.00 1,040,866 264,100
Options @ $0.17 900,000 785,821
Options @ $1.03 30,000 6,940
-------------------------- --------------- --------------------
Total dilution 1,268,332
-------------------------- --------------- --------------------
(Average Price $1.34)
-------------------------- --------------- --------------------
Calculation of Dilution for the Quarter ended September 30, 2006
----------------------------------------------------------------
No. of shares Incremental shares
Outstanding
------------------------- --------------- --------------------
Warrants @ $0.52 104,111 56,202
Warrants @ $0.68 300,000 119,469
Warrants @ $1.00 1,040,866 119,746
Options @ $0.17 900,000 764,602
Options @$1.03 30,000 2,655
------------------------- --------------- --------------------
Total dilution 1,062,674
------------------------ --------------- --------------------
(Average Price $1.13)
------------------------- --------------- --------------------
13
Calculation of Weighted Average Shares for Nine Months ended September 30, 2005
Issues Shares O/S Dates Days Average
--------------- -------------- ------------------------ ------- ---------------
30,650,386 01/01/05 - 01/18/05 17 1,908,632
--------------- -------------- ------------------------ ------- ---------------
50,000 30,700,386 01/18/05 - 08/03/05 197 22,153,758
--------------- -------------- ------------------------ ------- ---------------
7,200,000 37,900,386 08/03/05 - 08/30/05 27 3,748,390
--------------- -------------- ------------------------ ------- ---------------
399,000 38,299,386 08/30/05 - 09/14/05 15 2,104,362
--------------- -------------- ------------------------ ------- ---------------
22,812 38,322,198 09/14/05 - 09/30/05 17 2,386,364
--------------- -------------- ------------------------ ------- ---------------
Total shares 32,301,506
--------------- -------------- ------------------------ ------- ---------------
Calculation of Weighted Average Shares for Three Months ended September 30, 2005
--------------- -------------- ------------------------ -------- ---------------
Issues Shares O/S Dates Days Average
--------------- -------------- ------------------------ -------- ---------------
30,700,386 07/01/05 - 08/03/05 33 11,012,095
--------------- -------------- ------------------------ -------- ---------------
7,200,000 37,900,386 08/03/05 - 08/30/05 27 11,122,939
--------------- -------------- ------------------------ -------- ---------------
399,000 38,299,386 08/30/05 - 09/14/05 15 6,244,465
--------------- -------------- ------------------------ -------- ---------------
22,812 38,322,198 09/14/05 - 09/30/05 17 7,081,276
--------------- -------------- ------------------------ -------- ---------------
Total shares 35,460,775
--------------- -------------- ------------------------ -------- ---------------
Calculation of Dilution for Nine Months ended September 30,2005
---------------------------------------------------------------
No. of shares Incremental shares
Outstanding
-------------------------- --------------- --------------------
Warrants @ $0.34 219,000 152,518
Warrants @ $0.52 135,842 72,773
Warrants @ $0.68 540,000 212,143
Warrants @ $1.00 1,137,020 121,824
Options @ $0.17 900,000 763,393
Options @ $0.20 100,000 82,143
-------------------------- --------------- --------------------
Total dilution 1,404,793
-------------------------- --------------- --------------------
(Average Price $1.12)
Calculation of Dilution for the Quarter ended September 30, 2005
----------------------------------------------------------------
No. of shares Incremental shares
Outstanding
-------------------------- --------------- ---------------------
Warrants @ $0.34 219,000 169,689
Warrants @ $0.52 135,842 89,062
Warrants @ $0.68 540,000 296,821
Warrants @ $1.00 1,137,020 384,027
Warrants @ $1.36 8,877,020 881,823
Options @ $0.17 900,000 798,675
Options @ $0.20 100,000 86,755
-------------------------- --------------- ---------------------
Total dilution 2,706,852
-------------------------- --------------- ---------------------
(Average Price $1.51)
14
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 nine months of 2006 was
$121,782.
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
15
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.
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
During 2006, there were options granted for 30,000 shares of common stock. The
options are immediately exercisable at $1.03 per share and expire in five years.
There was no vesting of prior year option grants.
16
3. SEGMENT INFORMATION
The company has divided its operations into the following reportable segments:
Aircraft maintenance, repair, and overhaul; Aircraft Brokerage; and Part sales.
These segments, for the most part, reflect the discrete operations of our
consolidating companies HAT, Global and World Jet respectively. Each segment
represents distinct product lines, marketing, and management of its business.
Limited other services for each company, which represent a small percentage of
income, have been shown in the aggregate.
The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements and described in the summary of
significant accounting policies.
Selected information by business segment is presented in the following tables
for the nine months ended September 30, 2006 and September 30, 2005.
Three Months Three Months Nine Months Nine Months
Ended Ended ended Ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
($ millions) ($ millions) ($ millions) ($ millions)
- ----------------------------------------------------------------------------------------------------------------------------
Segment sales:
Aircraft maintenance 6.527 4.010 20.050 13.623
Aircraft trading 8.680 3.223 12.675
Part sales 2.538 3.282 8.765 7.689
Other .162 .180 2.169 1.803
Sub Total 9.227 16.152 34.207 35.790
Elimination of intersegment sales -1.323 -.690 -4.596 -2.846
Total consolidated sales 7.904 15.462 29.611 32.944
Operating income:
Aircraft maintenance 1.505 .443 4.934 1.184
Aircraft trading 1.818 3.078
Part sales .555 .939 2.067 2.107
Other .088 .042 1.551 1.569
Sub total 2.148 3.242 8.552 7.938
Selling, general, administrative -1.997 -2.285 -5.810 -5.652
expense
Other, net -.107 -.002 -.274 .009
Share of Jetglobal net income .315 1.238
(a/c trading)
Consolidated earnings before taxes .359 .955 3.706 2.295
Interest income by segment
Aircraft maintenance .028 .047
Aircraft trading .004 .011
Part sales .154
Corporate .008 .055 .028 .058
Total interest income by segment .012 .055 .067 .259
Interest expense by segment
Aircraft maintenance .029 .003 .039 .153
Aircraft trading .083 .083
Part sales . .001 .154
Corporate .108 .051 .329 .051
Total interest expense by segment .220 .054 .452 .358
17
Cost of sales for Global for the nine-month period ending September 30, 2006
includes the cost of an engine in the amount of $686,710. This engine had to be
purchased to replace one damaged during shipping. The company has initiated a
suit to recover this amount from the freight company involved and has made a
claim against our insurance. At September 30, 2006 results were still pending
regarding our claim.
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2006 2005 2006 2005
($) ($) ($) ($)
- --------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization by
segment:
Aircraft maintenance 113,884 170,261 302,840 254,548
Aircraft trading
Part sales
Corporate 77,920 149,188 241,808 223,245
Total 191,804 319,449 544,648 477,793
Net asset values:
Aircraft maintenance 8,283,248 6,612,884 8,283,248 6,612,884
Aircraft trading 1,619,938 128,400 1,619,938 128,400
Part sales 7,088,958 7,829,971 7,088,958 7,829,971
Corporate 12,517,295 9,951,552 12,517,295 9,951,552
Total 29,509,439 24,522,807 29,509,439 24,522,807
Capital expenditures:
Aircraft maintenance 288,687 139,188 364,898 176,976
Aircraft trading
Part sales
Corporate 18,445 14,477 43,501 44,770
Total 307,132 153,665 408,399 221,746
18
All of the Company's facilities and assets are located in the United States.
The Company sells and ships to several foreign countries. All foreign revenues
are recorded and collected in U.S. dollars. Geographic information regarding
sales to foreign countries is presented in the following table:
Nine Months Nine Months
Ended Ended
September 30, 2006 September 30, 2005
($) ($)
----------------------------------------------------------------
Angola 40,380 35,166
Australia 1,700
Brazil 5,100
Canada 688
Columbia 24,904
Germany 1,220 28,025
Indonesia 835
Ireland 210,241
Israel 25
Italy 955 55,830
Jordan 2,032,460 1,532,471
Korea 154,010
Lebanon 114,287 221,618
Malawi 111,000 149,795
Mexico 4,070,869 267,645
Nigeria 279,656
Pakistan 68,000 459,612
Philippines 230,916
South Africa 17,354
Spain 1,100 2,200
UAE 111,848 8,623,100
United Kingdom 98,383 500
----------------------------------------------------------------
TOTALS 7,035,453 11,916,440
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 September 30, 2006, estimated 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 4,627,404
aircraft
Expenses paid on behalf of Jetglobal 510,053
Share of 2005 net income 1,111,096
Payment of earnings share to Global -300,000
Share of 1st Qtr 2006 expense -45,872
Share of 2nd Qtr 2006 income 968,993
Share of 3rd Qtr 2006 income, estimated 315,000
Balance at September 30, 2006 $8,311,674
19
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. At December 31,
2005, the balance sheet of Jetglobal had assets of $21,715,000 and no
liabilities. Estimated net sales, estimated gross profit and estimated net
income within Jetglobal were $9,066,442, $4,936,828 and $3,292,072 for the nine
months ended September 30, 2006. Jetglobal's estimated liability on September
30, 2006 is $1,927,614.
5. STOCK, STOCK OPTIONS AND WARRANTS
During the first quarter of 2006, 10,000 shares of common stock were issued to a
new director as a signing bonus. The price of the stock at measurement date was
$1.39.
On March 9th of 2006, 100,000 shares of common stock were issued pursuant to the
completion of services contracted for under two separate agreements. The
agreements were entered into on April 1, 2005 and November 18, 2004. The board
determined the value of the services to be $70,000.00. The value of the stock at
the respective measurement dates was $.84 and $.56 per share, respectively.
On April 4, 2006, 96,154 shares of common stock were issued for a consideration
of $96,154. These shares were relative to warrants that had been outstanding at
$1.00 per share.
On April 7, 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 $153,000.
On May 9, 2006, 165,814 shares of common stock were issued under the non-cash
provisions of warrants @$.34 per share. The non-cash calculation eliminated all
of the availability of 219,000 shares under the warrants.
Under the terms of a new three-year employment contract, which begins June 1,
2006, 75,000 shares of common stock will vest on May 31, 2007, 100,000 shares of
common stock will vest on May 31, 2008 and 125,000 shares of common stock will
vest on May 31, 2009. The measurement date for this transaction is May 3, 2006.
On August 8, 2006, 125,124 shares of common stock were issued under the non-cash
provisions of warrants @ $0.68 per share. The non-cash calculation eliminated
all of the availability of 240,000 shares under the warrants.
On August 28, 2006, 270,000 shares of common stock were issued pursuant to the
vesting of shares granted under employment contracts entered into in 2004. The
price of the shares at measurement date was $0.60 pre share. The appropriate
expense has been entered into the Company's financial statements, on a monthly
basis, during the two year vesting period.
Under the terms of a new employment contract, which began July 1, 2006, 20,000
shares of common stock were issued to an employee on August 28, 2006 The
agreement calls for 20,000 shares to be earned during the second year and issued
July 1, 2007 and 20,000 shares to be earned during the third year and issued
July 1, 2008. The price of the stock at measurement date was $1.20 per share.
Expenses for the stock will be entered into the financial statements on a
monthly basis during the three-year term of the agreement.
On September 1, 2006, 20,000 shares of stock were issued to two directors,
10,000 shares each, under the terms of the director compensation plan approved
by the shareholders in the annual meeting held May of 2006. The price of these
shares at measurement date was $1.35 per share. Appropriate expenses have been
recorded in the Company's financial statements for the third quarter of 2006
Share value Vesting Date
on
Measurement
Date
($)
--------------------- ------------- ------------- -------------
Common Shares 39,525,307
Issued and
Outstanding
--------------------- ------------- ------------- -------------
Unconverted
Warrants Issued:
--------------------- ------------- ------------- -------------
@ $0.68 .50 300,000
--------------------- ------------- ------------- -------------
20
@ $1.36 .50 7,740,000
--------------------- ------------- ------------- -------------
@ $0.52 .65 104,111
--------------------- ------------- ------------- -------------
@ $1.00 .65 1,040,866
--------------------- ------------- ------------- -------------
@ $1.36 .65 1,137,020
--------------------- ------------- ------------- -------------
Subtotal 10,321,997
--------------------- ------------- ------------- -------------
Options Issued:
--------------------- ------------- ------------- -------------
@ $0.17 .23 900,000
--------------------- ------------- ------------- -------------
@ $1.03 1.03 30,000
--------------------- ------------- ------------- -------------
Subtotal 930,000
--------------------- ------------- ------------- -------------
Awards of stock
pending under
employment
contracts
--------------------- ------------- ------------- -------------
1.30 05/31/2007 75,000
--------------------- ------------- ------------- -------------
1.30 05/31/2008 100,000
--------------------- ------------- ------------- -------------
1.20 07/01/08 20,000
--------------------- ------------- ------------- -------------
1.30 05/31/2009 125,000
--------------------- ------------- ------------- -------------
1.20 07/01/09 20,000
--------------------- ------------- ------------- -------------
Subtotal 340,000
--------------------- ------------- ------------- -------------
Total 51,117,304
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 September
30, 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 quarters None
1 & 2
Granted during quarter 3 30,000 $1.03 Exercisable on grant
date
Exercised during None
quarters 1 & 2 & 3
Forfeited during None
quarters 1 & 2 & 3
Outstanding at 9/30/2006 930,000 $0.1977 Exercisable on grant
date
Options exercisable at 930,000 $0.1977
quarter end, September
30, 2006
21
A summary of the Company's stock option plans as of September 30, 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 quarters None
1 & 2 & 3
Granted during quarter 3 30,000 $1.03 Exercisable on grant
date
Exercised during None
quarter 1 & 2 & 3
Forfeited during None
quarters 1 & 2 & 3
Outstanding at 9/30/2006 930,000 $0.1977 Exercisable on grant
date
Options exercisable at 930,000 $0.1977
quarter end, September
30, 2006
Weighted average fair 30,000 $1.03
value of options
granted during the year
- ------------------------- ---------------------- ----------------------- ----------------------
The aggregate remaining contractual lives in years for the 900,000 and 30,000
options outstanding and exercisable on September 30, 2006 was 2.52 and 4.90,
respectively. Aggregate intrinsic value represents total pretax intrinsic value
(the difference between Global's closing stock price on September 30, 2006 and
the exercise price, multiplied by the number of in-the-money options) that would
have been received by the option holders had all option holders executed their
options on September 30, 2006. This amount changes based on the fair market
value of Global's stock. The total intrinsic value of options outstanding as of
September 30, 2006 was $756,000. The total intrinsic value of options
exercisable on September 30, 2006 was $756,000. There were no options exercised
during the quarter ended September 30, 2006. The Company issues new shares of
common stock upon the exercise of stock options.
At September 30, 2006, 260,000 shares were available for future grants under the
Company's 2002 Compensatory Stock Option Plan and 1,150,000 shares were
available for future grants under the Company's 2003 Employee Stock Option Plan.
At September 30, 2006, the Company had approximately $426,083 of total
unamortized compensation expense, net of estimated forfeitures, related to stock
option plans that will be recognized over the weighted average period of 2.39
years.
6. TRADE ACCOUNTS RECEIVABLE
As of September 30, 2006, trade accounts receivable consisted of the following:
September 30, December 31,
2006 2005
------------- -------------
Unaudited Audited
Contracts in progress $ 1,344,880 $ 769,322
Completed contracts 6,583,038 4,516,323
----------- -----------
$ 7,927,918 $ 5,285,645
Less: allowance for doubtful accounts (74,891) (292,507)
----------- -----------
$ 7,853,027 $ 4,993,138
=========== ===========
22
7. CONTRACTS IN PROGRESS
At September 30, 2006 costs and estimated earnings in excess of billings on
uncompleted contracts and billings in excess of costs and estimated earnings on
uncompleted contracts consisted of the following:
September 30, December 31,
2006 2005
------------- ------------
Unaudited Audited
Costs incurred on uncompleted $ 1,885,260 $ 1,072,582
contracts
Profit earned to date 2,320,099 1,156,235
----------- -----------
4,205,359 $ 2,228,817
Less: Billings/(costs) to date (3,900,000) (2,252,275)
----------- -----------
$ 305,359 $ (23,458)
=========== ===========
Included in the accompanying balance sheet at September 30, 2006 and December
31, 2005 under the following caption:
Costs and estimated earnings in excess of billings on uncompleted contracts
and Billings in excess of costs and estimated earnings on uncompleted contracts,
respectively.
September 30, December 31,
2006 2005
------------- ------------
Unaudited Audited
Billings in excess from $ 305,359 $ (23,458)
above
Time and material, unbilled 998,275 0
---------- ----------
Net $1,303,634 $ (23,458)
========== ==========
8. NOTES RECEIVABLE
On September 1, 2003 Global was tendered a $100,000 note receivable. The note
bears interest at 5%. The due date of the note was extended to December 20,
2006. At September 30, 2006, the note, plus interest, was outstanding in the
amount of $115,412.
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 due date of the note
was extended to December 20, 2006. The note bears interest at 6.5% per annum. At
September 30, 2006, the balance due plus interest was $334,272.
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.
Payments on this note are current and the principal due on this note was
$144,167 on September 30, 2006.
23
9. INVENTORY
Inventories consisted of the following:
September 30, December 31,
2006 2005
------------- ------------
Unaudited Audited
Maintenance Hardware $1,076,963 $1,372,640
Parts for Resale 6,648,869 6,944,795
Aircraft & Engines 267,771 450,000
---------- ----------
$7,993,603 $8,767,435
========== ==========
10. PROPERTY AND EQUIPMENT
September 30, December 31,
2006 2005
------------- ------------
Unaudited Audited
Land and improvements $ 25,094 $ 25,094
Buildings and improvements 201,080 190,479
Vehicles 71,728 79,028
Computers and Software 315,790 306,164
Other office equipment 131,149 59,568
Machinery and equipment 2,306,709 2,023,994
---------- ----------
Sub Total $3,051,550 $2,684,327
Less accumulated depreciation 1,438,218 1,042,186
---------- ----------
Property and equipment, Net $1,613,332 $1,642,141
========== ==========
24
During the 2005, depreciation expense was $489,818. Depreciation expense was
$422,866 during the first nine months of 2006.
Property, plant and equipment include gross assets acquired under capital leases
of $4,999 and $292,096 at December 31, 2005 and September 30, 2006,
respectively. Related amortization, which is included in accumulated
depreciation, was $500 and $9,105 at December 31, 2005 and September 30, 2006,
respectively. Capital leases are included as a component of Machinery and
equipment ($235,670) and Other office equipment ($56,426). Amortization of
assets under capital leases is included in depreciation expense.
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 the 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 September 30, 2006 was $4,857,249. 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 September 30, 2006, the Company is in compliance with the quick ratio
(defined as cash, liquid cash equivalents and accounts receivable, divided by
current liabilities) as per the new agreement. The ratio is to be at least .60
to 1. At September 30, 2006 the ratio for the Company was .736 to 1.
On July 6, 2006, Comvest Capital, LLC, as "Lender", and Global Aircraft
Solutions, as "Borrower", entered into a subordinated loan agreement. Under the
loan agreement, the Company was originally indebted to the Lender in the
principal amount of $2,800,000. The principal amount of the agreement was
originally all due and payable October 6, 2006, with interest payments due
monthly on the last day of each month in the amount of 15% of the outstanding
balance. These funds were borrowed for potential investment purposes, but as the
investment did not materialize, the company has repaid $2,700,000 of the loan
amount and has made an agreement to repay the balance of $96,750 during November
of 2006. The interest rate during the extended period will be 20%. All interest
payments are current.
To facilitate this loan agreement, on July 6, 2006, the Company and its wholly
owned subsidiaries Hamilton and World Jet entered into a Subordination and
Intercreditor Agreement with M&I Marshall & Ilsley Bank (Lender) and Comvest
Capital, LLC, (Creditor).
25
12. RELATED PARTY TRANSACTIONS
BCI Aircraft Leasing, Inc., Global's partner in Jetglobal, see Note 4, accounted
for 28% of the Company's revenue during the first nine months of 2006. The
account receivable balance due from BCI at September 30, 2006 was $2,516,523.
Jetglobal accounted for 7.5% of the Company's revenue during the first nine
months of 2006, ended September 30, 2006. The account receivable balance due
form Jetglobal at September 30, 2006 was $208,371.
26
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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.
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 are 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. The Company will also endeavor to grow the
aircraft trading segment of its business. 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
27
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 nine months of 2006 aircraft trading
accounted for 12% 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, activities during the first nine months of 2006 for
Jetglobal resulted in an estimated $9,066,442 in sales, which are accounted for
by the Company using the equity method. Global's estimated share of Jetglobal
net income was $1,238,121.
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.
RECENT DEVELOPMENTS AFFECTING OUR OPERATIONS
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.
JetGlobal has filed a claim of approximately $51 million against Delta in
bankruptcy court. This claim consists of a computation of the dollar amount of
the lease return provisions that JetGlobal claims were not met by Delta on
thirty one 737-200 aircraft purchased out of the Delta fleet by JetGlobal. It
should be noted possible nonperformance of the lease return provisions by Delta
had already been considered by Management prior to its investment in JetGlobal,
and consequently return provision shortfalls by Delta do not negatively affect
any previously provided statements or analysis of the Company's investment in
JetGlobal. By the same token, our shareholders are advised that while the terms
of the operating agreement between the Company and JetGlobal specify that the
Company is entitled to 30% of the proceeds of the claim made in Delta's
bankruptcy, until such time as Delta successfully exits bankruptcy it is unknown
what percentage of the claim, if any, will be paid out to JetGlobal.
During the third quarter the Company appointed Phil Watkins Chief Operating
Officer and Tina Longo as Vice President of Outside Sales and Purchasing of
World Jet. Prior to accepting these new positions, both these highly experienced
individuals held key positions at Hamilton Aerospace. These changes were made as
part of an effort to increase both the top and bottom line financial results of
World Jet and to more closely integrate World Jet's processes and procedures
with those of Hamilton Aerospace. As part of this effort, the Company has also
consolidated the World Jet inventory into the warehouse adjacent to the Hamilton
facility and has moved World Jet's sales and administration into the
administrative offices at Hamilton Aerospace. This consolidation of the
administrative offices and warehouses has reduced the Company's rent expenses by
approximately $14,000 per month.
The reorganization of World Jet resulted in a decrease in revenue for World Jet
in the third quarter, but has already resulted in an increase in gross profit
margins from 24% in the second quarter to 30% in the third quarter. Management
believes that the restructuring and consolidation steps taken with regard to
World Jet will result in improved top and bottom line contributions by World Jet
to our consolidated statements in 2007 and beyond.
RESULTS OF OPERATIONS
As a holding company, the bulk of our day-to-day operations are currently and
were as of September 30, 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 the Company 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, most 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. Global revenues consist of
revenues derived from aircraft trading. 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
28
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.
Net sales for the three months ended September 30, 2006 decreased $7.5 million,
or 49%, to $7.9 million from $15.5 million for the three months ended September
30, 2005. The decreases were due to the absence of aircraft sales by Global
coupled with a decrease in maintenance revenues. Net sales for the nine months
ended September 30, 2006 decreased $3.3 million, or 10%, to $29.6 million from
$32.9 million for the nine months ended September 30, 2005.
Cost of sales consists of costs of inventory sold for World Jet, time and
materials for HAT and aircraft purchase price for Global aircraft trading. Cost
of sales for the three months ended September 30, 2006 decreased $6.4 million,
or 52.7%, to $5.8 million from $12.2 million for the three months ended
September 30, 2005. Cost of sales for the nine months ended September 30, 2006
decreased $3.7 million, or 15.2%, to $21.1 million from $24.8 million in the
prior year period ended September 30, 2005. Cost of sales for the three and nine
months ended September 30, 2006 decreased compared to the prior year as a result
of a decrease in net sales. The primary reason for the variance in sales between
nine months ended September 30, 2005 and September 30, 2006 is the aircraft
trading is transacted through Jet Global in 2006 as opposed to Global Aircraft
Trading in 2005. Due to GAAP regulations we do not consolidate the sales earned
through Jet Global. Jet Global's estimated net sales for the nine months ended
September 30, 2006 was $9,066,422. Also the maintenance contracts deferred from
third quarter of 2006 to fourth quarter of 2006 represents over $2.9 million in
revenue and over $435,000 in profit for Hamilton Aerospace and World Jet. Also,
the Company incurred a one-time extraordinary interst expense of approximately
$250,000 against a deposit made on a potential investment that, as of yet, has
not materialized. Cost of sales for Global for the nine-month period ending
September 30, 2006 includes the cost of an engine, purchased during the second
quarter, for the amount of $686,710. This engine had to be purchased to replace
one damaged during shipping. The company has initiated a suit to recover this
amount from the freight company involved. If the claim is accepted for the full
amount, the profit before tax would have been over $2.0 million. At September
30, 2006, this matter remained unsettled.
Gross profit for the three months ended September 30, 2006 of $2.1 million was
less than the same period in the prior year by $1.1M. The sales from Jetglobal
are not reflected in the Net Sales of Global Aircraft Solutions, as Global is
30% beneficiary of the venture. The income from Jetglobal is shown as " Equity
in income of unconsolidated affiliates". For the quarter ended September 30,
2006 the "Equity in income of unconsolidated affiliates" from Jetglobal is
estimated at $315,000. 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.
While the Company aggressively seizes revenue-producing opportunities such as
aircraft sales, management gauges results by looking at what historically has
been the core revenue producing activity, the sale of labor hours. In the first
nine months of 2005, revenue produced from labor was $10,647,579 as compared
with $12,585,379 the first nine months of 2006. This represents an increase of
18%. The comparative costs for all direct labor, including work performed by
outside contractors, was $6,640,428 in the first nine months of 2005 compared
with $6,973,453 for the same period in 2006. All direct labor costs were 41% of
total sales in first nine months of 2005 compared with 33% in the first nine
months of 2006. The relationship between direct labor costs and direct labor
revenues improved 8% from 2005 to 2006. Direct labor percentages will always
vary to some degree due to the nature of flat-rate bidding as opposed to billing
for all time and materials. Also, a substantial sudden increase in volume can be
expected to have a temporary impact on efficiencies and are viewed by Management
as a temporary consequence of growth. Management is confident that adjustments
to increased volume will be made and profitability will benefit over time.
Selling, general and administrative expenses for the three months ended
September 30, 2006 increased as percentage of sales to 27.2% from 14.8% in three
months ended September 30, 2005 due to net decrease in sales. Selling, general
and administrative expenses for the nine months ended September 30, 2006
decreased as percentage to sales to 29.6% from 32.9% in nine months ended
September 30, 2005.
Interest expense for the Company, during the first nine months of 2006, was
$451,916.
Management is cautiously optimistic that our adeptness at garnering jobs with
the likelihood of similar 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. Global has
experienced some success in branching out into the aircraft trading arena and
Management believes this segment will experience increasing growth and profits
during the last quarter of 2006 and into the future.
29
The following tables depict our pre-tax operating profit for the third quarter
of 2006 and for the third quarter of 2005 on a stand-alone basis and a
consolidated for Global, HAT and World Jet:
3rd Quarter 2006
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
----------- ----------- ----------- ------------ ------------
Revenues 7,082,547 2,144,703 1,322,895 7,904,355
Less: Cost of sales 5,579,322 1,499,815 1,322,895 5,756,242
Less: Expenses 853,222 734,646 408,831 1,996,669
Pre-tax Operating Profit (Loss) (853,222) 768,579 236,057 151,414
3rd Quarter 2005
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
----------- ----------- ----------- ------------ ------------
Revenues 8,680,000 4,226,592 3,245,789 690,235 15,462,146
Less: Cost of sales 6,861,538 3,736,561 2,312,666 690,235 12,220,530
Less: Expenses 1,061,040 871,853 351,639 2,284,532
Pre-tax Operating Profit (Loss) 757,422 (381,822) 581,484 957,084
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.
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.
30
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
September 30, 2006 was $4,857,249. 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.
On July 6, 2006, Comvest Capital, LLC, as "Lender", and Global Aircraft
Solutions, as "Borrower", entered into a subordinated loan agreement. Under the
loan agreement, the Company was originally indebted to the Lender in the
principal amount of $2,800,000. The principal amount of the agreement was
originally all due and payable October 6, 2006, with interest payments due
monthly on the last day of each month in the amount of 15% of the outstanding
balance. These funds were borrowed for potential investment purposes, but as the
investment did not yet materialize, the company has repaid $2,700,000 of the
loan amount and has made an agreement to repay the balance of $96,750 during
November of 2006. The interest rate during the extended period will be 20%. All
interest payments are current.
To facilitate this loan agreement, on July 6, 2006, the Company and its wholly
owned subsidiaries Hamilton and World Jet entered into a Subordination and
Intercreditor Agreement with M&I Marshall & Ilsley Bank (Lender) and Comvest
Capital, LLC, (Creditor).
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
September 30, 2006 were as follows:
Total assets increased from $28,503,780 at June 30, 2006 to $29,509,439 at
September 30, 2006. Significant changes for the period were:
Cash on hand increased $966,591.
Accounts receivable decreased $791,193.
Notes receivable decreased $433,046 during the third quarter of 2006
Costs and expenses on uncompleted contracts in excess of billings
increased $1,303,634.
Equity in net assets of or advances to affiliates increased $465,585.
The Company's third quarter Balance Sheet reflects the consolidation
of all inventory under a single line item entitled, "Inventory - net
of allowance for slow-moving and obsolete inventory".
During the third quarter of 2006, total liabilities increased from
$12,000,050 at June 30, 2006 to $12,501,286 at September 30, 2006,
primarily due to:
Accounts payable increased over the June 30, 2006 balance by $876,602.
Billings in excess of costs and expenses on uncompleted contracts
decreased $906,625.
Accrued liabilities increased $377,213 reflecting the increased
outstanding accrued payroll due to the scheduled timing of check
issuance.
Income taxes payable increased $126,384.
31
Cash
As of September 30, 2006 we had $1,143,010 in cash on hand and approximately
$7,853,027 in collectible receivables plus $1,303,634 in earned, but unbilled
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.
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 or
Plan 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 material impact on the Company's future earnings or cash flows.
32
ITEM 4. CONTROLS AND PROCEDURES
(a) As of the end of the period covered by this report on Form 10-Q (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 allow for
timely decisions regarding disclosure of 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 has not been any change in our internal controls or in other factors
that are reasonably likely to affect internal controls subsequent to the date of
our most recent evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On or about September 13, 2006, the Tarus Woodall action was dismissed by the
State of Arizona upon a finding that the claim of former employee Tarus Woodall
against HAT for discriminatory discharge was unfounded.
ITEM 5. OTHER ITEMS
None
ITEM 6. EXHIBITS
(a) Exhibits
31.1 Certification of Principal Executive Officer, Mr. Ian Herman
31.2 Certification of Principal Operating Officer, Mr. John B. Sawyer
31.3 Certification of Principal Financial Officer, Mr. Govindarajan Sankar
31.4 Certification of Principal Accounting Officer, Ms. Patricia Graham
32.1 Certification of Mr. Ian M. Herman, Chief Executive 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: November 14, 2006
GLOBAL AIRCRAFT SOLUTIONS, INC.
By: /s/ Ian Herman
----------------------------------
Ian Herman,
Chief Executive Officer
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: November 14, 2006
GLOBAL AIRCRAFT SOLUTIONS, INC.
By: /s/ Govindarajan Sankar
---------------------------------
Govindarajan Sankar,
Chief Financial Officer
33