UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ x ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For quarterly period ended June 30, 2007
[ ] Transition report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to _______
Commission File No. 0-28575
GLOBAL AIRCRAFT SOLUTIONS, INC.
-----------------------------------------------
(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
- -------------------------------------- ----------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (520) 294-2481
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 a large accelerated filer, an
accelerated file, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ x ]
Indicate by a check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes [ ] No [ x ]
The registrant had 40,061,301 shares of its Common Stock outstanding as of
August 10, 2007.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Information.
Condensed Consolidated Balance Sheets (unaudited):
As of June 30, 2007 and December 31, 2006........................... 3
Condensed Consolidated Statements of Operations (unaudited):
For the three and six months ended June 30, 2007 and 2006........... 5
Condensed Consolidated Statement of Changes in Stockholders'
Equity (unaudited):
For the year ended December 31, 2006 and six months ended
June 30, 2007..................................................... 6
Condensed Consolidated Statements of Cash Flows (unaudited):
For the six-month periods ended June 30, 2007 and 2006.............. 7
Notes to Condensed Consolidated Financial Statements
(unaudited)....................................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operation.......................................... 19
Item 3. Quantitative and Qualitative Disclosure about Market Risk........... 26
Item 4. Controls and Procedures............................................. 26
PART II. OTHER INFORMATION
Item 5. Other Information................................................... 26
Item 6. Exhibits............................................................ 27
Signatures.......................................................... 27
Certifications
2
ITEM 1. FINANCIAL STATEMENTS.
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Balance Sheets
June 30, 2007 and December 31, 2006
(unaudited)
ASSETS
2007 2006
----------- -----------
CURRENT ASSETS
Cash and cash equivalents $ 1,574 $ 104,440
Accounts receivable, net 7,982,236 7,870,799
Notes receivable 348,857 455,859
Due from equity investee partner 3,618,461 3,946,414
Inventory 14,871,236 7,852,691
Restricted funds 65,500 65,500
Deferred income taxes 299,508 299,508
Other current assets 137,006 191,114
----------- -----------
TOTAL CURRENT ASSETS $27,324,378 $20,786,325
Property, plant and equipment, net 1,271,842 1,521,037
Equity in net assets of and advances to affiliates -- 6,063,067
Goodwill 38,992 38,992
Other assets 95,691 64,855
----------- -----------
TOTAL ASSETS $28,730,903 $28,474,276
=========== ===========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Balance Sheets
June 30, 2007 and December 31, 2006
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
2007 2006
------------ ------------
CURRENT LIABILITIES
Notes payable $ 5,682,145 $ 5,101,568
Note payable - related party 800,000 --
Accounts payable - trade 2,919,915 5,001,567
Customer deposits 616,742 541,878
Billings in excess of costs and estimated
earnings on contracts in progress, net 28,765 224,046
Accrued liabilities 526,501 493,404
Income taxes payable 991,471 735,466
Current maturities - capital lease obligations 59,144 53,247
------------ ------------
TOTAL CURRENT LIABILITIES $ 11,624,683 $ 12,151,176
LONG-TERM LIABILITIES
Capitalized lease obligations 202,778 224,867
Deferred tax liability 344,027 344,027
------------ ------------
TOTAL LONG-TERM LIABILITIES 546,805 568,894
------------ ------------
TOTAL LIABILITIES $ 12,171,488 $ 12,720,070
============ ============
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized
40,441,301 and 39,967,807 shares issued 2007 and 2006 and
40,061,301 and 39,587,807 shares outstanding 2007 and 2006 40,440 39,967
Additional paid-in capital 13,114,587 12,723,213
Deferred compensation (62,033) --
Contributed capital 620,289 620,289
Retained earnings 2,846,132 2,370,737
------------ ------------
TOTAL STOCKHOLDERS' EQUITY $ 16,559,415 $ 15,754,206
============ ============
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 28,730,903 $ 28,474,276
============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Statements of Operations
For the Three and Six Months ended June 30, 2007 and 2006
(unaudited)
Three Months Three Months Six Months Six Months
ended June ended June ended June ended June
30, 2007 30, 2006 30, 2007 30, 2006
------------ ------------ ------------ ------------
Sales
Sales, maintenance, repair, overhaul $ 2,742,659 $ 7,201,734 $ 8,276,990 $ 13,522,520
Sales, aircraft trading 7,850,000 650,000 7,900,000 3,223,000
Sales, parts 594,800 1,164,575 1,226,468 2,954,940
Sales, other (13,569) 1,182,342 432 2,006,914
------------ ------------ ------------ ------------
Total sales $ 11,173,890 $ 10,198,651 $ 17,402,890 $ 21,707,374
Cost of sales
Cost of sales, maintenance, repair, overhaul (2,207,074) (5,042,828) (5,958,354) (9,549,252)
Cost of sales, aircraft trading (6,846,000) (1,574,485) (6,846,234) (3,255,624)
Cost of sales, parts (254,825) (745,232) (628,834) (1,956,078)
Cost of sales, other (405,500) (435) (542,500)
------------ ------------ ------------ ------------
Total cost of sales $ (9,307,899) $ (7,768,045) $(13,433,857) $(15,303,454)
------------ ------------ ------------ ------------
Gross profit $ 1,865,991 $ 2,430,606 $ 3,969,033 $ 6,403,920
Selling, general and administrative expense (1,528,706) (1,839,789) (3,128,191) (3,810,252)
Penalties (11,171) (11,171)
------------ ------------ ------------ ------------
Income from operations $ 337,285 $ 579,646 $ 840,842 $ 2,582,497
Other income (expense):
Interest income 177,848 24,368 184,291 54,725
Interest expense (378,889) (147,194) (510,489) (231,868)
Legal settlement (100,000)
Miscellaneous expense (116)
Miscellaneous income 52,746 18,113 74,745 18,605
Equity in income of unconsolidated affiliate 968,993 214,800 923,121
Gain of sale of interest in unconsolidated affiliate 27,210 27,210
------------ ------------ ------------ ------------
Net income, before taxes 216,200 1,443,926 731,399 3,346,964
Provision for income taxes (75,670) (388,550) (256,004) (1,168,187)
------------ ------------ ------------ ------------
Net income $ 140,530 $ 1,055,376 $ 475,395 $ 2,178,777
============ ============ ============ ============
Net profit per share, Basic 2007 2nd Qtr 34,779,327 $ 0.00 $ 0.03 $ 0.01 $ 0.06
shares, Year to date 39,719,669 shares; 2006 2nd Qtr
39,011,179 shares, Year to date 38,829 760 shares.
Net profit (loss) per share, Fully diluted 2007 2nd Qtr
35,894,478 shares, Year to date 40,783,188 shares;
2006 2nd Qtr 40,733,176 shares, Year to date
41,106,236 shares. $ 0.00 $ 0.03 $ 0.01 $ 0.05
============ ============ ============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Statement of Changes in Stockholders' Equity
For the Year Ended December 31, 2006 and the Six Months Ended June 30, 2007
(unaudited)
Additional Contributed Deferred Retained Stockholder'
Paid-in Capital Compensation Earnings Equity
Shares Capital
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance December 31, 2005 38,618,215 $ 38,998 $ 11,824,683 $ 620,289 $ -- $ 1,544,429 $ 14,028,399
------------ ------------ ------------ ------------ ------------ ------------ ------------
Exercise of warrants 387,092 387 95,767 -- -- -- 96,154
Share-based payments
to directors 30,000 30 73,470 -- -- -- 73,500
Stock issued to
employees for
compensation 552,500 552 581,214 -- -- -- 581,766
Tax effects of
share-based payments -- -- 148,079 -- -- -- 148,079
Net income -- -- -- -- -- 826,308 826,308
Balance December 31, 2006 39,587,807 $ 39,967 $ 12,723,213 $ 620,289 $ -- $ 2,370,737 $115,754,206
------------ ------------ ------------ ------------ ------------ ------------ ------------
1st Quarter
- -----------
Exercise of warrants,
(non-cash) 48,494 48 (48) -- -- -- 0
Vesting of stock
based Compensation
to employees -- -- 50,703 -- -- -- 50,703
Share-based payments
to directors 10,000 10 7,695 -- -- -- 7,705
2nd Quarter
- -----------
Stock issued to
employees for
compensation 340,000 340 204,670 -- -- -- 205,010
Vesting of stock
based Compensation
to employees and
directors -- -- 48,179 -- -- -- 48,179
Stock (restricted)
issued to 3rd parties
for current and
future services 75,000 75 80,175 -- (62,033) -- 18,217
Net income, first six -- -- -- -- -- 475,395 475,395
months 2007
Balance June 30, 2007 40,061,301 $ 40,440 $ 13,114,587 $ 620,289 $ (62,033) $ 2,846,132 $ 16,559,415
------------ ------------ ------------ ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
GLOBAL AIRCRAFT SOLUTIONS, INC.
Condensed Consolidated Statements of Cash Flows
For the Six Months ended June 30, 2007 and 2006
(unaudited)
2007 2006
----------- -----------
Cash flow from operating activities:
Net Profit $ 475,395 $ 2,178,777
Adjustments to reconcile net profit to net cash
used in operating activities:
Depreciation 292,787 271,655
Amortization -- 81,189
Allowance for Doubtful Accounts -- (91,907)
Equity in income of unconsolidated affiliate (214,800) (923,121)
(Loss)Gain on disposal of fixed assets (50,000) 13,785
Gain on sale of interest in unconsolidated
affiliate (27,210) --
Stock based compensation expense 329,814 310,108
Changes in Assets and Liabilities:
Accounts receivable (1,060,910) (5,534,175)
Prepaid expenses 130,905 60,280
Inventory 131,453 210,699
Deposits (911) --
Other non-current assets -- (36,293)
Accounts payable-trade (2,174,399) (3,800,551)
Customer deposits 494,939 69,193
Billings in excess of cost and
estimated earnings on contracts in
progress, net (195,281) 883,167
Income tax payable 256,005 1,321,184
Accrued liabilities 33,098 195,645
Net cash used in operating activities (1,579,115) (4,790,365)
Cash flows from investing activities:
Purchase of property, plant and equipment (32,237) (101,267)
Notes receivable 116,672 973,452
Non-consolidated affiliate
(investment)/receipt 48,973 1,385,722
Net cash provided by investing activities 133,408 2,257,907
Cash flows from financing activities:
Proceeds from issuance of common stock -- 96,154
Proceeds from bank loans 57,603 3,166,794
Repayment of bank loans -- (919,604)
Payments on capital lease obligations (27,548) --
Proceeds from note payable 1,250,000 --
Proceeds from note payable, related
party 800,000 --
Payments on notes payable (727,544) --
Other financing activities, net (9,670) (2,480)
Net cash provided by financing activities 1,342,841 2,340,864
Net decrease in cash and cash equivalents (102,866) (191,594)
Cash and cash equivalents at beginning of period 104,440 368,013
Cash and cash equivalents at end of period $ 1,574 $ 176,419
Significant non-cash investing activity:
During 2007, the company sold its investment in Jetflobal for six aircraft
valued at $8,650,000 and other considerations.
See Note 5.
Interest paid for the three and six months ended June 30, 2007 was $375,579 and
502,236, respectively. Interest paid for the three and six months ended June 30,
2006 was $129,692 and $193,807, respectively. Taxes paid during the six months
ended June 30, 2007 and 2006 were $0.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
GLOBAL AIRCRAFT SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
These consolidated financial statements include the accounts of Global Aircraft
Solutions, Inc., and its wholly owned subsidiaries, Hamilton Aerospace
Technologies, Inc. ("HAT") and Johnstone Softmachine Corporation ("Johnstone"),
and World Jet Corporation ("World Jet"), collectively, the "Company" of
"Global". HAT and Johnstone were acquired by Global on May 2, 2002 in a
transaction accounted for as a reverse merger and recapitalization. Johnstone is
currently inactive.
All material transactions and accounts with the subsidiaries have been
eliminated from the consolidated financial statements.
Management has transferred its ownership interest in Jetglobal, LLC, an entity
in which the Company had a 30% ownership interest, to BCI Aircraft Leasing, the
other partner in Jetglobal, LLC in consideration for aircraft inventory and a
trailing interest in certain claims of Jetglobal against third parties. The
Company and BCI executed a final agreement and settlement on April 20, 2007, and
revised on June 29, 2007. The terms of the final agreement with BCI did not
result in any impairment to the Company.
2. ORGANIZATIONS AND NATURE OF OPERATIONS
On March 13, 2007, the Company entered into an exclusive service agreement with,
Global Aircraft Leasing Partners ("GALP"). GALP is a start-up aircraft-leasing
venture formed to acquire aircraft, through a combination of debt and equity
financing, and lease these commercial jet aircraft to operators throughout the
world. Global and GALP originally entered into a strategic alliance wherein
Global would acquire a 20% interest in GALP in exchange for a capital
contribution of $20,000, together with infrastructure, industry expertise,
management assistance, and other non-monetary contributions. At June 30, 2007,
negotiations were still being conducted to establish an operating agreement for
GALP, as well as to make final determination as to the Company's percentage of
interest, which may be finalized at either the initial 20% or at 40%, depending
on the result of those negotiations. The Company had not made any capital
contribution as of June 30, 2007 and consequently was not a participating member
of GALP during the period covered by these financial statements. Global will
specifically not be required to invest capital in aircraft acquired by GALP.
Other members of GALP will include equity funding specialists and aircraft
leasing professionals. Global and GALP have also agreed that Global will have
first right of refusal for all aircraft maintenance, aircraft parts and
technical consulting requirements that GALP may have as a result of its aircraft
acquisition and leasing activities.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statements
The Condensed Consolidated Financial Statements have been prepared by the
Company without audit. These condensed consolidated financial statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Accordingly certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such rules and regulations. The Condensed Consolidated
Balance Sheet at December 31, 2006, which was derived from financial statements
audited by Moss Adams, LLP, independent public accountants, as indicated on
their report for the year ended December 31, 2006 (not included). In the opinion
of the Company, the accompanying financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
financial position of the Company for the six months ended, June 30, 2007 and
2006 and cash flows for the six months ended June 30, 2007 and 2006. However,
these operating results are not necessarily indicative of the results expected
for the full fiscal year. The condensed consolidated financial statements should
be read in conjunction with the notes to the consolidated financial statements
contained in our annual report on Form 10-K for the fiscal year ended December
31, 2006.
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.
Revenue and Cost Recognition
Revenues from fixed-fee contracts or portions of contracts for MRO sales are
recognized by employing 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, or is cleared to depart, our facility. Revision in
cost and labor hour estimates and recognition of losses, if any, 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 December 31, 2006 and June 30, 2007
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,
errors in specifications or designs, contract termination, change orders in
dispute or unapproved as to both scope and price, or other causes of
unanticipated additional costs.
All parts are shipped FOB shipping point and 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.
Revenue from aircraft sales is recognized when the customer accepts delivery of
the aircraft and/or when title is transferred.
8
Earnings per share
Basic earnings per share includes no dilution and is computed by dividing net
earnings 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.
Reconciliation of EPS for the three and six month second months, ended June 30
of 2007 and 2006 are as follows:
For the Six Months ended June 30, 2007
- -------------------------------------------------------------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $475,395
Basic EPS
Income available to common stockholders $475,395 39,719,669 $0.01
Warrants 69,105
Options 724,138
Unvested employment agreement shares 270,276
Diluted EPS
Income available to common stockholders and
assumed conversions $475,395 40,783,188 $0.01
For the Quarter ended June 30, 2007
- ------------------------------------------------------------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $140,530
Basic EPS
Income available to common stockholders $140,530 34,779,327 $0.004
Warrants 10,865
Options 681,429
Unvested employment agreement shares 422,857
Diluted EPS
Income available to common stockholders and $140,530 35,894,478
assumed conversions $0.004
For the Six Months ended June 30, 2006
- ------------------------------------------------------------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $2,178,777
Basic EPS
Income available to common stockholders $2,178,777 38,829,760 $0.06
Warrants 1,162,726
Options 793,750
Unvested employment agreement shares 320,000
Diluted EPS
Income available to common stockholders and
assumed conversions $2,178,777 41,106,236 $0.05
9
For the Quarter ended June 30, 2006
- -------------------------------------------------------------------------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $1,055,376
Basic EPS
Income available to common stockholders $1,055,376 39,011,179 $0.03
Warrants 568,791
Options 783,206
Unvested employment agreement shares 370,000
Diluted EPS
Income available to common stockholders + assumed $1,055,376 40,733,176 $0.03
conversions
Share value Vesting Antidilutive
on Date warrants,
Measurement options,
Date pending
employment
shares at
June 30,
2007
- ------------------- ------------- ------------- ------------- -----------
Unconverted
Warrants Issued:
- ------------------- ------------- ------------- ------------- -----------
@ $0.68 .50 Vested 300,000
- ------------------- ------------- ------------- ------------- -----------
@ $1.36 .50 Vested 7,740,000 7,740,000
- ------------------- ------------- ------------- ------------- -----------
@ $0.52 .65 Vested 8,919
- ------------------- ------------- ------------- ------------- -----------
@ $1.00 .65 Vested 1,040,866 1,040,866
- ------------------- ------------- ------------- ------------- -----------
@ $1.36 .65 Vested 1,137,020 1,137,020
- ------------------- ------------- ------------- ------------- -----------
Subtotal 10,226,805
- ------------------- ------------- ------------- ------------- -----------
Options Issued:
- ------------------- ------------- ------------- ------------- -----------
@ $0.17 .23 Vested 900,000
- ------------------- ------------- ------------- ------------- -----------
@ $1.03 1.03 Vested 30,000 30,000
- ------------------- ------------- ------------- ------------- -----------
@ $1.05 1.03 Vested 10,000 10,000
- ------------------- ------------- ------------- ------------- -----------
Subtotal 940,000
- ------------------- ------------- ------------- ------------- -----------
Awards of stock
pending under
employment
contracts
- ----------------- ------------- ------------- ------------- -----------
2007 100,000
- ----------------- ------------- ------------- ------------- -----------
2008 200,000
- ----------------- ------------- ------------- ------------- -----------
2009 95,000
- ----------------- ------------- ------------- ------------- -----------
2010 60,000
- ----------------- ------------- ------------- ------------- -----------
Subtotal 455,000
- ----------------- ------------- ------------- ------------- -----------
- ----------------- ------------- ------------- ------------- -----------
Total 11,621,805 9,957,886
- ----------------- ------------- ------------- ------------- -----------
10
Equity in Net Assets and Advances to Affiliates
Until June 29, 2007, the 30% interest in Jetgobal, LLC was accounted for using
the equity method since the Company did not control Jetglobal, LLC, but over
which it did exert significant influence. The investment is recorded at cost
plus advances and the Company's share of earning less distributions and the
Company's share of losses. The Company considers whether future fair value of it
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 have been recorded to estimated fair value.
All significant intercompany profits and balances have been eliminated.
Recently Issued Accounting Pronouncements
In September 2006, FASB issued SFAS No. 157, "Fair Value Measurements." This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP) and expands disclosures about
fair value measurements. The Statement does not require any new fair value
measurements but could change the current practice in measuring current fair
value measurements. The Statement is effective for fiscal years beginning after
November 15, 2007. The Company does not anticipate that the adoption of this
Statement will have a material impact on the Company's consolidated financial
statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities ("SFAS 159") which permits entities
to choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. SFAS 159
will be effective for us on January 1, 2008. The Company is currently evaluating
the impact of adopting SFAS 159 on the Company's financial position, cash flows,
and results of operations.
Stock-Based Compensation
Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment ("SFAS 123R"), which
requires the Company to measure the cost of employee services received in
exchange for all equity awards granted including stock options based on the fair
market value of the award as of the grant date. SFAS 123R supersedes Statement
of Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation ("SFAS 123") and Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25"). The Company has adopted
SFAS 123R using the modified prospective method. Accordingly, prior period
amounts have not been restated. Under the modified prospective method, stock
options awards that are granted, modified or settled after December 31, 2005
will be valued at fair value in accordance with provisions of SFAS 123R and
recognized on a straight line basis over the service period of the entire award.
At December 31, 2005, all outstanding stock options were fully vested.
4. SEGMENT INFORMATION
The company has divided its operations into the following reportable segments:
(i)Aircraft maintenance, repair, and overhaul; (ii)Aircraft brokerage; and
(iii)Part sales. Each segment represents distinct product lines, marketing, and
management of its business. Limited other services for each company, which
represent a small percentage of income, have been shown in the aggregate.
The reporting segments follow the same accounting policies used for the
Company's consolidated financial statements and described in the summary of
significant accounting policies.
Selected information by business segment is presented in the following tables
for the three and six months ended June 30, 2007 and June 30, 2006.
Three months Three months Six months Six months
ended ended ended ended
June 30, 2007 June 30, 2006 June 30, June 30,
2007 2006
- ------------------------------------- -- ---------------- -- --------------- -- -------------- -- --------------
($millions) ($millions) ($millions) ($millions)
- ------------------------------------- -- ---------------- -- --------------- -- -------------- -- --------------
Segment sales:
Aircraft maintenance 2.743 7.202 8.277 13.523
Aircraft trading 7.850 .650 7.900 3.223
Part sales 1.385 3.242 3.513 6.227
Other -.014 1.182 2.007
Sub Total 11.964 12.276 19.690 24.980
Elimination of intersegment sales -.790 -2.077 -2.287 -3.273
Total consolidated sales 11.174 10.199 17.403 21.707
Operating income:
Aircraft maintenance .536 1.813 2.319 3.428
Aircraft trading 1.004 -.924 1.054 -.032
Part sales .340 .765 .598 1.544
Other -.014 777 -.002 1.464
Sub total 1.866 2.431 3.969 6.404
Selling, general, administrative -1.529 -1.842 -3.128 -3.810
expense
Penalties
Other, net -.148 -.114 -.352 .170
Share of Jetglobal net income .969 .215 .923
(aircraft trading)
Gain on sale of interest in .027 .027
Jetglobal
Consolidated earnings (loss) before .216 1.444 .731 3.347
taxes
11
Interest income by segment
Aircraft maintenance .173 .008 .174 .028
Aircraft trading .007 .007
Part sales
Corporate .005 .009 .010 .020
Total interest income .178 .024 .184 .055
Interest expense by segment
Aircraft maintenance .262 .008 .287 .010
Aircraft trading
Part sales .007 .001 .008 .001
Corporate .110 .138 .216 .221
Total interest expense .379 .147 .511 .232
Three months Three months Six months Six months
ended ended ended ended
June 30, 2007 June 30, 2006 June 30, June 30,
2007 2006
- --------------------------------- -- ---------------- - ---------------- -- -------------- -- --------------
($millions) ($millions) ($millions) ($millions)
- --------------------------------- -- ---------------- - ---------------- -- -------------- -- --------------
Depreciation and amortization
by segment
Aircraft maintenance .104 .097 .215 .189
Aircraft brokerage
Part sales
Corporate .039 .079 .078 .164
Total .143 .176 .293 .353
Net asset values:
Aircraft maintenance 7.790 7.808 7.790 7.808
Aircraft trading 9.022 3.422 9.022 3.422
Part sales 6.767 9.113 6.767 9.113
Corporate 5.152 8.161 5.152 8.161
Total 28.731 28.504 28.731 28.504
Capital expenditures:
Aircraft maintenance .009 .076
Aircraft brokerage
Part sales
Corporate .021 .018 .043 .025
Total .021 .027 .043 .101
12
The Company's facilities and assets are primarily located in the United States.
During 2006, the Company formed a Mexican corporation, Hamilton SA de C.V. The
purpose of the new corporation was to satisfy Mexican governmental requirements
related to the flight line servicing of Mexican airline, Avolar Aerolineas, S.A.
de C.V. Minimal supplies are secured from local dealers using the foreign
currency but all major revenue and expense transactions are transacted in U.S.
dollars. The Company sells and ships to several foreign countries. All foreign
revenues are collected and recorded in U.S. dollars. Geographic information
regarding sales to foreign countries is presented in the following table:
Six Months Six Months
Ended Ended
June 30, June 30,
2007 2006
--------------- -- ------------- -- -------------
Angola $ 63,524 $ 26,880
Belgium 21,534
Hong Kong 30
Israel 42,057
Italy 891
Jordan 2,032,460
Korea 154,010
Lebanon 19,845 6,403
Malawi 111,000
Mexico 289,741 2,136,979
Pakistan 285,020 68,000
Philippines 128,936
Spain 1,100
UAE 44,369
Ukraine 6,560
United Kingdom 4,260 98,383
TOTALS $ 776,940 $ 4,765,042
5. 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 was a special purpose LLC formed to acquire and remarket commercial jet
aircraft. BCI was primarily responsible for the marketing aspects of Jetglobal
while the Company was 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
had a 30% membership and profit interest, it was only responsible for 25% of the
costs and expenses associated with Jetglobal including any business
transactions. During the quarter ended June 30, 2007 management had transferred
its ownership interest in Jetglobal, LLC to the other partner, BCI Aircraft
Leasing, in consideration for aircraft inventory and a trailing interest in
certain claims of Jetglobal against third parties. The parties executed a final
agreement and settlement on April 20, 2007, was revised on June 29, 2007. The
terms of the final agreement with BCI did not result in any impairment to the
Company. The final agreement calls for a transfer of 6 aircraft with a total
value of $8,650,000 and a trailing interest of 18% in the Delta Airlines
bankruptcy claim estimated to be valued at $2,118,461. (There is also an 18%
trailing interest in a lawsuit against AFG for which no value can be estimated
at this time.) At June 30, 2007, 5 aircraft, valued at $7,150,000, had been
transferred. Due from investee partner at June 30, 2007 is $3,618,461. The gain
on this transaction, recorded during the second quarter of 2007 was $27,210.
As of June 30, 2007, the balance in equity in net assets and advances to
affiliates was zero.
6. INVENTORY
Inventories consisted of the following:
June 30, December 31,
2007 2006
----------- ------------
Maintenance hardware $ 887,840 $ 1,030,465
Parts for resale 6,448,022 6,554,455
Aircraft & engines 7,535,374 267,771
----------- -----------
14,871,236 $ 7,852,691
=========== ===========
Management reviews listed inventory items to determine whether there are slow
moving or obsolete items on an annual basis. At June 30, 2007, it was
management's determination that the carrying value of the inventory items, after
adjustment for inventory write down, is appropriate and that there were no items
requiring an allowance because the carrying value exceeds net realizable value.
The significant increase in inventory value was due to the receipt of aircraft
upon disposal, by the Company, of its interest in Jetglobal (see Note 5).
13
7. SHAREHOLDERS' EQUITY
Options
On March 9, 2007 there were options for 10,000 shares, at an option price of
$1.05, granted to a Director pursuant to a compensation agreement. The options
are exercisable for a term of five years and were immediately vested. Using the
Black Scholes Model with the monthly stock-prices as variable from May 2002, the
call option value of these options was calculated to be $.77. $7,706 was
expensed during the first quarter of 2007 relative to these options. In
connection with the adoption of SFAS 123R we assessed our valuation technique
and related assumptions. Consistent with the provisions of SFAS 123R, Staff
Accounting Bulletin #107 (SAB 107), we estimated the fair value of stock option
on the date of grant using the Black Scholes Options Valuation Model and the
following assumptions: Risk free interest rate of 4.76%, Expected life of 2.5
years, Dividend rate of 0% and Expected volatility of 128.79%. There were no
options granted during the second quarter of 2007.
Stock
On January 24, 2007, warrants were converted under the non-cash conversion terms
of the original agreement of issue. A warrant for 95,192 shares was reduced to
48,494 shares under the cashless exercise formula and 48,494 shares were issued.
On March 29, 2007, 10,000 shares of common stock were issued under the terms of
a Director's agreement. The value of the shares had been fully expensed when
earned (prior to issuance).
On May 15, 2007, 210,000 shares of common stock were issued. These shares
included 10,000 shares of common stock that were issued pursuant to a 2006
employment agreement. The stock-based compensation was fully expensed at
issuance (measurement date) issued at $1.23 per share. The remaining 200,000
shares of common stock were issued in conjunction with two new employment
agreements dated April 9, 2007, the measurement date. The value of the shares
was $.73 each, resulting in expense in the amount of $146,000 during the second
quarter of 2007.
On May 25, 2007, 20,000 shares of common stock were issued pursuant to an
employment agreement. The value of the stock at measurement date was $1.01 per
share. The Company recorded share-based compensation of $20,200 during the
second quarter of 2007.
On June 4, 2007, the company issued 100,000 shares of common stock pursuant to a
separation agreement with a former employee. The value of the stock at
measurement date, May 25, 2007, was $.75 per share and a total of $75,000 has
been expensed in the second quarter relative to this transaction.
On June 8, 2007, the Company issued 75,000 restricted shares of common stock for
services to be rendered under the terms of an agreement for services. The value
of the stock at measurement date was $80,250, ($1.07 per share), which
Management determined to be the value of the services to be rendered. The
Company is recording the expense over the duration of the agreement.
On June 8, 2007, the Company issued 10,000 shares of common stock were issued
pursuant to vesting under a 2006 employment agreement. The stock had been
expensed fully at issuance (measurement date).
SUMMARY OF EQUITY COMPENSATION STOCK-OPTION PLANS
TOTAL SHARES ISSUED AVAILABLE
PLAN NAME
2002 Compensatory Stock Option Plan 3,000,000 1,045,000 1,955,000
2003 Employee Stock Compensation Plan 5,000,000 4,867,500 132,500
Stock-based Compensation Disclosure
Stock issued under plans to employees was issued at the value of the stock at
the measurement date. All outstanding options were exercisable at grant date.
Those options issued to employees that were not immediately exercised remained
outstanding at June 30, 2007 and are summarized below:
June 30, 2007
- ------------------------- ---------------------- ----------------------- ----------------------
Weighted Average
Exercise Price
- ------------------------- ---------------------- ----------------------- ----------------------
Options outstanding at 930,000 $0.198 Exercisable on grant
beginning of year date
Granted during quarter 1 10,000 $1.05 Exercisable on grant
date
Granted during quarter 2 None
Exercised during quarter None
Forfeited during quarter None
Outstanding at 6/30/2007 940,000 $.207 Exercisable on grant
date
Options exercisable at 940,000 $.207
6/30/2007
Weighted average fair $1.05
value of options
granted during the
quarters 1 & 2
14
The aggregate remaining contractual lives in years for the 900,000, 30,000 and
10,000 options outstanding and exercisable on June 30, 2007 was 1.772, 3.761 and
4.690, respectively.
At June 30, 2007, 1,955,000 shares were available for future grants under the
Company's 2002 Compensatory Stock Option Plan and 132,500 shares were available
for future grants under the Company's 2003 Employee Stock Option Plan.
June 30, 2006
- ------------------------- ---------------------- ----------------------- ----------------------
Weighted Average
Exercise Price
- ------------------------- ---------------------- ----------------------- ----------------------
Options outstanding at 900,000 $0.17 Exercisable on grant
beginning of year date
Granted during quarters None
1 & 2
Exercised during None
quarters 1 & 2
Cancelled during None
quarters 1 & 2
Forfeited during None
quarters 1 & 2
Outstanding at 6/30/2006 900,000 $0.17 Exercisable on grant
date
Options exercisable at 900,000 $0.17
6/30/2006
Weighted average fair None
value of options
granted during the
quarters 1& 2
8. NOTES PAYABLE
On December 9, 2005, Global, HAT 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. The Guidance Credit portion of the
agreement has expired and no longer exists. 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 June 30, 2007 the applicable interest rate was 8.32%
per annum. 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. The term of the Line of
Credit expires on October 31, 2007 and the entire outstanding principal balance,
all accrued and unpaid interest, and all other sums due and payable under the
Line of 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 receivable as
defined in the Loan Agreement and 50% of the net book value of all Eligible
Inventory as defined in the Loan 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 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 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 June 30, 2007 was $4,872,000.
Originally the Line of Credit also secured a Letter of Credit for $128,000,
which was issued to Tucson Airport Authority as part of the lease agreement for
the HAT facility. This Letter of Credit expired during the second quarter of
2007, (See Note 16, Subsequent Events). The total available credit facility is
$5,000,000 at June 30, 2007 subject to the borrowing base.
As of June 30, 2007, the Company was not in compliance with certain covenants of
loan agreement, as amended October 15, 2005, with M&I Bank. On July 6, 2006, the
Company entered into a subordinated loan agreement with ComVest Capital, LLC..
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 $44,750 during
November of 2006. The interest rate during the extended period will be 20%. This
loan, including accrued interest, was paid in full during June of 2007.
On March 15, 2007, the Company entered into a secured promissory note agreement
with Ardennes Value Fund, a related party due to the Company's planned GALP
participation. The principal amount of the note is $200,000 with simple interest
at a rate of 15% per annum. Required payments are interest only for the first
two months beginning April 15, 2007 and all remaining interest and principal is
due on June 15, 2007. This note was paid in full on June 26, 2007.
During the 2nd quarter of 2007, the Company entered into a short-term note
agreement in the amount of $350,000 with Armando and Herminia Rios. The note
specified interest at $10,000 per week. This note was paid in full in July of
2007.
15
On June 21, 2007, the company secured a line of credit with the Frank and Maxine
Smith Family Trust in the amount of $1,000,000. At June 30, 2007, $300,000 had
been received under this agreement. The terms of the line of credit include a
$55,000 set-up fee and simple interest on the unpaid balance at 15% per annum.
The note is all due and payable November 20, 2007. John B. Sawyer is guarantor
on the line of credit.
On June 30, 2007, the company entered into a note agreement with Jeffrey Ervine,
a related party pursuant to the planned GALP partnership. The principal amount
of the note was $800,000 with simple interest at 12% per annum plus a fee of
$80,000. The term of the note is six months.
During the second quarter of 2007, the Company received $100,000 from Raymon C.
Flores ("Flores"). On July 17, 2007, a note for $300,000 was entered into by the
Company and Flores. The Company received an additional $200,000 during July,
2007. The interest on the note is payable at $8,000 per week and the unsecured
note is due October 27, 2007. Prior to the formal agreement on July 17, 2007,
the Company had agreed to pay interest on the $100,000 received during the
second quarter of 2007 at a rate of $4,000 per week.
9. RELATED PARTY TRANSACTIONS
BCI Aircraft Leasing, Inc.
BCI Aircraft Leasing, Inc., Global's former partner in Jetglobal, see Note 5,
accounted for 14.5% and 25% of Company revenue during the first half of 2007 and
2006, respectively and accounted for 16.6% of Company revenue during the year
ended December 31, 2006. The account receivable from BCI at June 30, 2007 and
2006 was $1,931,631 and $1,463,726, respectively and at December 31, 2006 was
$1,827,481.
Jetglobal, LLC accounted for less than 1% of the Company's revenue during the
first half of 2007. Jetglobal, LLC accounted for 7.2% of the Company's revenue
in 2006. As a result of the partnership settlement discussed in Note 5, the
Company had no accounts receivable due from Jetglobal at June 30, 2007. BCI Jet,
a BCI controlled company, accounted for 0% of the Company's revenue in the first
quarter of 2007 and 3.8% of the Company's revenue in 2006. BCI Jet had no
account receivable balance at June 30, 2007 and had owed the Company $1,300,000
at December 31, 2006, which was satisfied as part of the partnership settlement
discussed in Note 5.
GALP
GALP purchased an aircraft from Global in the amount of $7,850,000 during the
second quarter of 2007, which represents 45.5% of the Company's 2007 revenue. At
June 30, 2007, the Company had receivables in the amount of $1,078,113 from
GALP, which represents 13.5% of the total Company accounts receivable balances.
Also see notes with Ardennes Value Fund and Ervine under Note 8 above.
10. CONTRACTS IN PROGRESS
At June 30, 2007 and December 31, 2006, costs and estimated earnings in excess
of billings and billings in excess of costs and estimated earnings on
uncompleted contracts consist of the following
:
2007 2006
Costs incurred on uncompleted $ 908,516 $ 1,486,387
contracts
Profit earned to date 777,049 521,378
----------- -----------
$ 1,685,565 $ 2,007,765
Less: Billings to date (1,860,516) (2,314,710)
----------- -----------
$ (174,951) $ (306,945)
=========== ===========
Included in the accompanying balance sheet at June 30, 2007 and December 31,
2006 under the following caption: Billings in excess of costs and estimated
earnings on uncompleted contracts
2007 2006
Billings in excess from above $(174,951) $(306,945)
Time and material earnings
unbilled 146,186 82,899
--------- ---------
Net $ (28,765) $(224,046)
========= =========
Billings in excess are the result of amounts due from customers under
contractual terms, which can be, in some cases, in advance of actual work
performed.
16
11. TRADE ACCOUNTS RECEIVABLE
As of March 31, 2007 and December 31, 2006, trade accounts receivable consist of
the following:
2007 2006
Contracts in progress $ 677,633 $ 1,158,998
Completed contracts 7,776,313 7,185,118
----------- -----------
$ 8,453,946 $ 8,344,116
Less: allowance for doubtful
accounts (471,710) (473,317)
----------- -----------
$ 7,982,236 $ 7,870,799
=========== ===========
There was no bad debt expense charged to the allowance for doubtful accounts
during the first and second quarters of 2007
12. NOTES RECEIVABLE
During the 4th quarter of 2005, a note receivable in the amount of $600,000 was
issued to the Company by Avolar Aero Lineas S.A. de C.V. The due date of the
note was extended to June 30, 2007. The note bears interest at 6.5% per annum.
At June 30, 2007, the balance due including interest was $348,857. This note is
not collateralized.
13. CONCENTRATION OF REVENUES
The Company's top four customers accounted for 80.3% and 54.1% of sales during
the 1st half of 2007 and 2006, respectively. The Company's top four customers
accounted for 52.4% of sales during the year ended December 31, 2006. Three
customers accounted for 69.9% of the Company's accounts receivable at June 30,
2007. Three customers accounted for 63.8% of the Company's accounts receivable
at December 31, 2006. The broadening of our customer base will spread the risk
associated with a potential failure of a significant customer. Efforts are
continually being made to broaden our customer base. It should be noted that in
any single quarter, due to the length of the typical repair job, percentages
will normally be significantly higher than on an annual basis. While the
relative significance of customers varies period to period, the loss of, or
significant curtailments of purchase of our services by, one or more or our
significant customers at any time could adversely affect our revenue and cash
flow. The top four customers, referenced above, for the 1st half of 2007 and
2006 and the year 2006 are listed in the table below:
1st Half of 2007 1st Half of 1st Half of 2006 1st Half of 2006-Top Four 2006- % of
- -Top Four Customers 2007 -% of -Top Four Customers 2006 -% of
Revenues Revenues Customers Revenues
- ---------------------- ----------------- -- -------------------- ----------------- -- --------------- --------------
Customer G 45.5 Customer B 24.5 Customer A 20.3
Customer A 15.4 Customer E 10.5 Customer B 18.4
Customer B 14.5 Customer A 9.8 Customer C 7.2
Customer F 4.9 Customer H 9.3 Customer D 6.5
Top Four- 1st Half Top Four- 1st Half 54.1 Top
of 2007 Total % 80.3 of 2006 Total % Four-2006 52.4
Total %
- ---------------------- ----------------- -- -------------------- ----------------- -- --------------- --------------
14. COMMITMENTS AND CONTINGENCIES
On June 29, 2004, the Company initiated a lawsuit against Corwin Foster and Jane
Doe Foster, husband and wife, and Seajay Holdings, LLC a Michigan Limited
Liability Company (the "Defendants") in the United States District Court for the
District of Arizona requesting entry of a judgment for the return of 1,500,000
shares of common stock. Global and HAT have asserted claims that Corwin Foster
(who is the sole shareholder and president of Seajay Holdings) and Seajay
Holdings acquired 1,500,000 shares of common stock of Global as part of a Stock
Exchange Agreement without consideration for the receipt of such common stock.
The Company is pursuing the return of these shares. This lawsuit emanates from a
stock exchange agreement of April 2002 whereby Old Mission Assessment ("OMAC")
agreed to provide HAT financing and capital for its newly established business.
OMAC and its officers Corwin Foster and others, entered into two debenture
related agreements on April 15, 2002 whereby OMAC agreed to pay to HAT the sum
of $1,500,000 under each debenture agreement on or before July 15, 2002. In
consideration of this agreement HAT agreed to provide to various investing
parties, including Corwin Foster's entity Seajay Holdings, shares of stock of
HAT. On May 2, 2002, Global acquired HAT in a stock exchange thereby entitling
the investing parties, including Corwin Foster's entity Seajay Holdings, to
Global stock in consideration for the $3,000,000 investment. Seajay Holdings
acquired 1,500,000 shares of common stock of Global pursuant to this
transaction. Although Global stock was issued to the investors, including Corwin
Foster's entity Seajay Holdings, HAT/Global only received $400,535 of the agreed
upon $3,000,000 to be paid pursuant to the debenture agreements. Since payment
in full was never received by Global for the shares of common stock issued as
consideration for the debenture agreements, Global was able to secure the return
of all common stock issued in connection with the debenture agreements except
the 1,500,000 shares of common stock issued to Corwin Foster's entity Seajay
Holdings. Global has agreed to return the $400,535.00 of the agreed upon
$3,000,000.00 received pursuant to the debenture agreements. This sum was
released from escrow and paid to United Pay Phone, an investor in OMAC, pursuant
to an agreed upon order of court.
Although Global has made repeated demands upon Corwin Foster and Seajay Holdings
to return the 1,500,000 shares of common stock, Corwin Foster and Seajay
Holdings have failed and refused to return such stock. As a consequence of
Corwin Foster's and Seajay Holdings failure to return the common stock received,
17
Global initiated legal proceedings for damages in the amount of no less than
$1,000,000 plus interest and fees; the return of the 1,500,000 shares of common
stock; and punitive damages in the amount of $10,000,000.
On or about July 24, 2006 which was far beyond the procedurally acceptable time
within which to file a counterclaim and without the required leave of court,
Corwin Foster filed a counterclaim against Global, HAT, Hamilton Aviation, Ian
Herman, Gordon Hamilton, John Sawyer, Ronald Clark, Frank Hooper, United
Payphone, Financial Capital, Interwest Transfer and the law offices of Tharpe
Howell alleging fraud, unjust enrichment, breach of contract and constructive
trust.
All of these claims are categorically denied and Global has filed a motion to
strike this counterclaim based upon the above referenced defects.
Global's Motion for Summary Judgment was dismissed in June 2007 and the matter
is expected to proceed to trial in early 2008.
On June 6, 2007, HAT was served with a civil complaint filed by Petro Energy
Corporation in the Superior Court of California. The Complaint alleges that
Petro Energy and HAT entered into a fuel services agreement and that HAT has
failed to pay a total of $155,177 pursuant to the terms of the fuel services
agreement. The Complaint further alleges that John Sawyer and HAT also owe Petro
Energy $60,000 for fuel services provided to Falcon Air and $17.5 million for
fuel services provided to Avolar Airlines.
The $60,000 claim was paid by Falcon Air to Petro Energy on June 20, 2007 and is
no longer at issue.
The basis of Petro Energy's claims against HAT and John Sawyer for services
Petro Energy provided to Avolar is that John Sawyer, as president of HAT,
induced Petro Energy to contract with Avolar and that as a consequence of this
inducement, John Sawyer and HAT are responsible to Petro Energy for Avolar's
unpaid fuel invoices. Notwithstanding the fact that the Petro Energy contract is
solely with Avolar and does not involve John Sawyer or HAT either as a
contracting party or guarantor, Petro Energy alleges that John Sawyer and HAT
are responsible for payment of Avolar's invoices owed to Petro Energy.
HAT filed an answer to the complaint denying all the allegations set forth
therein and the matter is currently pending. The claim for $155,177 is a general
non-material incidental claim incurred in the ordinary course of business which
Management believes will be resolved with out any material effect on Global's
financial position or liquidity. Management of the Company believes that the
$17.5 million claim against HAT and John Sawyer is totally without merit and
believes the eventual outcome will not have a material effect on Global's
financial position or liquidity.
15. SUBSEQUENT EVENTS
On July 3, 2007, M&I Bank issued a new letter of credit in the amount of
$128,000, secured by a certificate of deposit in the same amount. This letter of
credit to Tucson Airport Authority is a lease requirement for the HAT facility.
18
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. We are not obligated, nor do we undertake the
obligation, to revise these forward-looking statements to reflect future events
or circumstances.
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-K for 2006.
Global Aircraft Solutions, Inc. ("Global"), 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 15, 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 of all aircraft and aircraft
equipment operated in the U.S. The FAA must certify each authorized repair
station, and certified facilities are issued an Air Agency Certificate. Each
certificate contains rating and limitations that specifically authorize the
repair station to only perform certain types of services on specific makes and
models of aircraft. Aircraft maintenance and modification is a highly regulated
industry, and a good working relationship with the FAA is essential to the
successful operation of an FAA-approved Repair Station such as HAT. The policy
of HAT management is to work closely and proactively with the FAA, which has
resulted in the very positive relationship needed to insure that when
significant issues do occasionally arise between HAT and the FAA they are
addressed in a reasonable and constructive nature.
World Jet is a seller/broker of aircraft parts, which is not an operation or
activity which is regulated by the FAA or any other governing body or
governmental agency; however, any aircraft parts sold by World Jet must be
accompanied by documentation verifying that such part is traceable to either an
FAA approved manufacturer, overhaul or repair facility, or an FAA certificated
operator. In furtherance of satisfying customers that World Jet does sell and
broker parts that are traceable to FAA certification, World Jet voluntarily
participates in the Airline Suppliers Association which requires an annual audit
19
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 of 2006, aircraft trading accounted for 9% of Company revenues. At the
end of the 2nd quarter of 2007, aircraft trading had accounted for 45% of
Company revenue. Our settlement agreement with BCI, related to the Company's
withdrawal from Jetglobal, calls for the transfer, free and clear, of 6 aircraft
to the Company. Efforts are already underway to sell these aircraft. 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.
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, that can be influenced by 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.
On March 13, 2007, the Company announced that they had entered into an exclusive
service agreement with, Global Aircraft Leasing Partners ("GALP"). GALP is a
start-up aircraft-leasing venture formed to acquire aircraft, through a
combination of debt and equity financing, and lease these commercial jet
aircraft to operators throughout the world. GACF and GALP have entered into a
strategic alliance wherein Global would initially acquire a 20% or 40% interest
in GALP in exchange for a capital contribution of $20,000 or $40,000, together
with infrastructure, industry expertise, management assistance, and other
non-monetary contributions. At June 30, 2007, negotiations were still being
conducted to establish an operating agreement for GALP, as well as to make final
determination as to the Company's percentage of interest, which may be finalized
at either the initial 20% or at 40%, depending on the result of those
negotiations. The Company had not made any capital contribution as of June 30,
2007 and consequently was not a participating member of GALP during the period
covered by these financial statements. Global will specifically not be required
to invest capital in aircraft acquired by GALP. Other members of GALP will
include equity funding specialists and aircraft leasing professionals. Global
and GALP have also agreed that Global will have first right of refusal for all
aircraft maintenance, aircraft parts and technical consulting requirements that
GALP may have as a result of its aircraft acquisition and leasing activities.
Global expects that its strategic partnership with GALP will have a positive
effect upon the volume of its MRO and parts sales businesses.
Since the formation of the Jetglobal LLC, Management has been unable to obtain
timely and accurate financial information legally demanded by the Company form
Jetglobal. As a consequence, during the first quarter 2007, Management decided
to transfer its ownership interest in Jetglobal , LLC, an entity in which the
Company had a 30% ownership interest, to the other partner in Jetglobal, LLC,
BCI Aircraft Leasing. The parties executed a final agreement and settlement on
April 20, 2007 which was revised on June 29, 2007. Under the terms of the final
agreement and settlement, in consideration for the Company's 30% ownership
interest in Jetglobal, the Company will receive title, free and clear, to five
aircraft valued at $1,500,000 each. A sixth aircraft purchased from Global by
Jetglobal and which had MRO work performed by HAT, was returned to the Company
in satisfaction of the $1,150,000 unpaid purchase price of the aircraft. The
Company also retained a trailing interest of 18% of any amount paid Jetglobal
under (i) satisfaction of the claim against the Delta Bankruptcy Estate,
estimated at $2,118,461and (ii) the Jetglobal claim against AFG for breach of
contract
Avolar's increasing fleet size resulted in increasing receivables due Hamilton
Aerospace. At the same time, Avolar's past due receivables increased
significantly. In order to protect the Company's financial status, late in
February Management put Avolar on a COD basis and negotiated a schedule for
Avolar to bring its account current. The parties also agreed that Avolar would
obtain whatever services and credit it could from other maintenance service
providers in order to facilitate Avolar's pay-down of monies due Hamilton
Aerospace. During the second quarter, Avolar and the Company reassessed Avolar's
payment plan and by the end of June 2007, Avolar had made progress reducing the
amount owed Hamilton Aerospace, and was in full compliance with the terms of its
new payment schedule. Avolar has stated its intention to bring its accounts
current with Hamilton Aerospace and World Jet and continue its maintenance and
support agreements with both companies. However, it remains unlikely that the
income and profit contributions from Avolar to Hamilton Aerospace and World Jet
in 2007 will reach the amounts previously indicated by Management.
20
RESULTS OF OPERATIONS
As a holding company, the bulk of our day-to-day operations are currently and
were as of June 30, 2007, 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 15, 2004, with an effective date of January 1,
2004. Our in-house aircraft trading transactions are conducted by the parent
company Global Aircraft Solutions, Inc.
OPERATING SEGMENTS
See Note 4 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
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 six months ended June 30, 2007 decreased $4.3 million, or
19.8%, to $17.4 million from $21.7 million for the six months ended June 30,
2006. This reduction took place in our maintenance and part sales segments.
Aircraft sales were $3.2 million in the first six months of 2006 compared with
$7.9 million in the first half of 2007. These sales tend to vary significantly
on a period-to-period basis based on the particular aircraft sold as well as the
time necessary to complete a transaction. For example, the 1st quarter of 2007
had only $50,000, which represented a forfeited deposit.
Aircraft maintenance shows a $5.3 million decrease from the six months ended
June 30, 2006 compared to the six month ended June 30, 2007. This reduction in
maintenance directly affected part sales by our World Jet subsidiary because HAT
is their largest customer. Part sales saw a $1.7 million decrease for the same
period comparison. The reduction in revenues for maintenance and part sales is
firstly, a direct result of the situation created by the high unpaid balances of
Avolar and BCI discussed in the liquidity section of this document. This cash
shortage will be cured when sales are closed on the aircraft received in the
Jetglobal settlement and as Avolar and BCI pay their outstanding balances. The
second factor is the time necessary to fill slots in our maintenance program
that were reserved for Jetglobal, BCI and Avolar work. Marketing efforts are
experiencing success in this area and Management believes that the third and
fourth quarters of 2007 should show a gradual and consistent recovery from what
Management believes is a temporary setback in Company-wide growth.
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.
Consolidated cost of sales for the six months ended June 30, 2007 decreased $1.9
million, or 12.2%, to $13.4 million from $15.3 million for the six months ended
June 30, 2006. Cost of sales reflects the decrease in sales for the same
periods. Cost of sales for our aircraft trading segment increased $3.6 million
in first half of 2007 over the first half of 2006 figure. In 2006, cost of sales
included a one-time engine purchase of $687K. After the elimination of this
engine charge, 2006 cost of aircraft sales is 20% of sales compared with 13% in
2007.
Company-wide gross profit for the six months ended June 30, 2007 of $4 million
was less than the same period in the prior year by $2.4 million. 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 engages in various revenue-producing activities 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
six months of 2007, revenue produced from labor was $4,935,767 as compared with
$8,158,085 the first six months of 2006. This represents an decrease of 39.5%.
The comparative costs for all direct labor, including work performed by outside
contractors, was $3,911,050 in the first six months of 2007 compared with
$6,200,757 for the same period in 2006. All direct labor costs were 22.5% of
total sales in first six months of 2007 compared with 28.6% in the first six
months of 2006. . All direct labor costs were 79% of labor sales in first six
months of 2007 compared with 76% in the first six months of 2006. The
relationship between direct labor costs and direct labor revenues saw relative
costs increase 3% from 2006 to 2007. Direct labor percentages will always vary
to some degree due to the nature of flat-rate bidding as opposed to billing for
21
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. A sudden decrease in volume should have a
negative impact due to the retention of core labor during slower periods.
Management is confident that adjustments to volume changes should be made and
profitability will benefit over time.
Selling, general and administrative expenses for the six months ended June 30,
2007 remained as percentage of sales at 18% much the same as it was in six
months ended June 30, 2006.
Interest expense for the Company, during the first six months of 2007, was
$386,927. Of that amount, $172,986 is billable to a customer.
Management is cautiously optimistic that our adeptness at garnering jobs with
the likelihood of a high gross profit potential and our continued vigilance at
holding down costs is expected to improve for the remainder of 2007. 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 should experience increasing growth and profits during the remainder of
2007 bolstered by sales of all or some of the five aircraft received from the
wind-down of our Jetglobal partnership.
The following tables depict our pre-tax operating profit for the second quarter
and first six months of 2007 and for the second quarter and first six months of
2006 on a stand-alone basis and a consolidated basis for Global, HAT and World
Jet:
First six months of 2007
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 7,900,000 8,299,107 3,491,025 (2,287,242) 17,402,890
Less: Cost of sales 6,846,317 6,358,770 2,516,012 (2,287,242) 13,433,857
Less: Expenses 1,103,554 1,402,185 623,687 (1,235) 3,128,191
Pre-tax Operating Profit (49,871) 538,152 351,326 1,235 840,842
(Loss)
2nd Quarter 2007
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand Alone Eliminations
Revenues 7,850,000 2,739,676 1,373,869 (789,655) 11,173,890
Less: Cost of sales 6,846,083 2,347,804 903,667 (789,655) 9,307,899
Less: Expenses 519,666 704,605 305,053 (618) 1,528,706
Pre-tax Operating Profit 484,251 (312,733) 165,149 618 337,285
(Loss)
First six months of 2006
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 4,475,000 14,342,584 6,162,668 (3,272,878) 21,707,374
Less: Cost of sales 3,523,624 10,427,871 4,624,837 (3,272,878) 15,303,454
Less: Expenses 1,335,538 1,497,811 988,074 3,821,423
Pre-tax Operating Profit (384,162) 2,416,902 549,757 2,582,497
(Loss)
2nd Quarter 2006
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 1,300,000 7,788,142 3,187,544 (2,077,035) 10,198,651
Less: Cost of sales 1,574,485 5,841,501 2,429,094 (2,077,035) 7,768,045
Less: Expenses 658,864 720,201 471,895 1,850,960
Pre-tax Operating Profit (933,349) 1,226,440 286,555 579,646
(Loss)
The cost of sales in Global exceeds the revenues because it includes a one-time
engine purchase of $687K.
22
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 Guidance Credit portion of the agreement
has expired and no longer exists. 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 June 30, 2007 the applicable interest rate was 8.32% per annum.
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. The term of the Line of 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 the Line of 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. If any Letter of Credit Facility is drawn upon,
all principal and accrued and unpaid interest shall be due and payable upon
demand.
At quarter ending June 30, 2007, the Company was not in compliance with certain
covenants of the loan agreement with M&I Bank. We do not anticipate any actions
by M&I that would materially affect Company liquidity.
The Borrowers paid total fees and expenses of approximately $37,500 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 in cumulative fees. The Borrowers will owe
the bank a fee for the issuance of any Letter of Credit in the amount of 2% of
the amount of the letter of credit.
The balance due of the Line of Credit at March 31, 2007 was $4,872,000. The
Letter of Credit for $128,000 which was issued to TAA as part of the lease
agreement for the HAT facility, expired during the second quarter of 2007. (see
Note 16, Subsequent Events, to the financial statements included as part of this
filing.
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. This obligation was paid in full during the
second quarter of 2007.
On March 15, 2007, the Company entered into a secured promissory note agreement
with Ardennes Value Fund, a related party due to the Company's planned GALP
participation. The principal amount of the note is $200,000 with simple interest
at a rate of 15% per annum. Required payments are interest only for the first
two months beginning April 15, 2007 and all remaining interest and principal was
paid in full during June 2007.
During the 2nd quarter of 2007, the Company entered into a short-term note
agreement in the amount of $350,000 with Armando and Herminia Rios. The note
specified interest at $10,000 per week. This note was paid in full in July of
2007.
On June 30, 2007 the company entered into a note agreement with Jeffrey Ervine,
a related party pursuant to the planned GALP partnership,. The principal amount
of the note was $800,000 with simple interest at 12% per annum plus a fee of
$80,000. The term of the note is six months. A Boeing aircraft secures the note.
On June 21, 2007, the company secured a line of credit with the Frank and Maxine
Smith Family Trust in the amount of $1,000,000. At June 30, 2007, $300,000 had
been received under this agreement. The terms of the line of credit include a
$55,000 set-up fee and simple interest on the unpaid balance at 15% per annum.
The note is all due and payable November 20, 2007. John B. Sawyer is guarantor
on the line of credit.
During the second quarter of 2007, the Company received $100,000 from Raymon C.
Flores ("Flores"). On July 17, 2007, a note for $300,000 was entered into by the
Company and Flores. The Company received an additional $200,000 during July,
2007. The interest on the note is payable at $8,000 per week and the unsecured
note is due October 27, 2007. Prior to the formal agreement on July 17, 2007,
the Company had agreed to pay interest on the $100,000 received during the
second quarter of 2007 at a rate of $4,000 per week but, this rate is no longer
in effect.
23
During 2006, Avolar's increasing fleet size resulted in increasing receivables
due HAT. At the same time, Avolar's past due receivables increased
significantly. In order to protect the Company's financial status, late in
February Management put Avolar on a COD basis and negotiated a schedule for
Avolar to bring its account current. The parties also agreed that Avolar would
obtain whatever services and credit it could from other maintenance service
providers in order to facilitate Avolar's pay-down of monies due HAT. By the end
of June 2007, Avolar had made progress reducing the amount owed Hamilton
Aerospace. The payment amount due each week on Avolar's payment schedule was
reduced during the quarter and currently Avolar is in compliance with their
payment agreement. Avolar has stated its intention to bring its accounts current
with HAT and World Jet and renew its maintenance and support agreements with
both companies.
By the end of the fourth quarter 2006 and into the first quarter 2007 the past
due amounts due Hamilton Aerospace by BCI Aircraft Leasing, Inc. had also
reached unacceptable levels. The parties have negotiated a settlement, which was
discussed earlier, related to the transfer of certain aircraft to eliminate the
Company's ownership in Jetglobal. Although BCI is presently cooperating with the
Company to resolve these issues equitably, a final agreement relative to a cash
payment to settle the amounts due by BCI has not at this time been reached
between the companies. Management believes that the receivable amounts reflected
on the financial statements, presented herein, are recoverable.
At this time, the Company has no plans to make any significant capital
expenditures for the remainder of 2007.
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 1st and 2nd quarters
ended June 30, 2007 were as follows:
Total assets increased from $28,474,276 at December 31, 2006 to
$28,730,903 at June 30, 2007. Significant changes for the period were:
Cash on hand decreased $102,866.
Accounts receivable increased $111,437.
Due from investee partner at December 31, 2006 decreased
$327,953 as a result of the settlement with BCI related to
Jetglobal. The settlement also contributed to the $ 7,018,545
increase in inventory by adding $7,150,000 during the second
quarter of 2007. Additionally, the December 31, 2006 balance
in equity in net assets of and advances to affiliates of
$6,063,067 became $0 as a result of the settlement
transaction.
During the first six months of 2007, total liabilities decreased from
$12,720,070 at December 31, 2006 to $12,171,488 at June 30, 2007,
primarily due to:
Accounts payable decreased from the December 31, 2006 balance
by $2,081,652.
Notes payable, short term increased 580,577 and Notes payable,
related party increased $800,000.
Billings in excess of costs and expenses on uncompleted
contracts decreased $195,281.
Cash
As of June 30, 2007 we had $1,574 in cash on hand and approximately $7,982,236
in collectible trade receivables.
Thus far in 2007, the Company has experienced a major cash crunch. Management
believes that the Company's cash position will grow consistently healthier for
the remainder of 2007 and that the Company will fully recover from the effects
of this cash shortage. Management is basing its assessment on several factors:
o The Company believes it will be successful, during the third and fourth
quarters of 2007, in selling the five aircraft, received due to the
termination of its partnership in Jetglobal. Management believes that a
conservative estimate of cash realized from the sale of these aircraft
will be in excess of $7,500,000.
o Avolar continues to pay down its receivable balance. Avolar
representatives have recently met with the Company and indicated their
desire to payoff all money due to the Company, (about $2.4 million),
during the remainder of 2007.
24
o Our HAT subsidiary is finishing up work on two BCI aircraft, at BCI's
request. Management has taken a firm position that all money due from
BCI, (about $2 million), will be received prior to the departure of any
BCI owned aircraft.
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 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 quarterly report include a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements.
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.
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.
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 a 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. Any allowance for slow moving and obsolete inventory is 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.
Revenue and Cost Recognition: Revenues from fixed-fee contracts or portions of
contracts for MRO sales are recognized by employing 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, or is cleared to depart,
our facility. Revision in cost and labor hour estimates and recognition of
losses, if any, on these contracts are reflected in the accounting period in
which the facts become known. Revenue from part sales is recognized when parts
are shipped; all parts are sipped FOB shipping point. Revenues from time and
material contracts and all other ancillary services are recognized as the
services are performed. Revenue from aircraft sales is recognized when the
customer accepts delivery of the aircraft and/or when title is transferred.
Value of Share-Based Payments: The value of stock issued as payment is
determined by the closing price of the Company's stock at measurement date. In
connection with the adoption of SFAS 123R, the company values options by
application of the Black Scholes Model.
25
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There have been no material changes in reported market risks faced by the
Company since the end of the Company's preceding fiscal year ending December 31,
2006.
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 and
15 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based on that evaluation, these officers have concluded that
with the exception of the material weakness related to financial reporting
deficiencies of the Company's joint venture partner, Jetglobal, LLC, as reported
in our 2006 Form 10-K, and which still existed as of June 30, 2007, 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)Except for a settlement agreement entered into on April 20, 2007 with
Jetglobal for the purpose of rectifying the material weakness identified in item
(a) immediately above, 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 June 29, 2004, the Company initiated a lawsuit against Corwin Foster and Jane
Doe Foster, husband and wife, and Seajay Holdings, LLC a Michigan Limited
Liability Company (the "Defendants") in the United States District Court for the
District of Arizona requesting entry of a judgment for the return of 1,500,000
shares of common stock. Global and HAT have asserted claims that Corwin Foster
(who is the sole shareholder and president of Seajay Holdings) and Seajay
Holdings acquired 1,500,000 shares of common stock of Global as part of a Stock
Exchange Agreement without consideration for the receipt of such common stock.
The Company is pursuing the return of these shares. This lawsuit emanates from a
stock exchange agreement of April 2002 whereby Old Mission Assessment ("OMAC")
agreed to provide HAT financing and capital for its newly established business.
OMAC and its officers Corwin Foster and others, entered into two debenture
related agreements on April 15, 2002 whereby OMAC agreed to pay to HAT the sum
of $1,500,000 under each debenture agreement on or before July 15, 2002. In
consideration of this agreement HAT agreed to provide to various investing
parties, including Corwin Foster's entity Seajay Holdings, shares of stock of
HAT. On May 2, 2002, Global acquired HAT in a stock exchange thereby entitling
the investing parties, including Corwin Foster's entity Seajay Holdings, to
Global stock in consideration for the $3,000,000 investment. Seajay Holdings
acquired 1,500,000 shares of common stock of Global pursuant to this
transaction. Although Global stock was issued to the investors, including Corwin
Foster's entity Seajay Holdings, HAT/Global only received $400,535 of the agreed
upon $3,000,000 to be paid pursuant to the debenture agreements. Since payment
in full was never received by Global for the shares of common stock issued as
consideration for the debenture agreements, Global was able to secure the return
of all common stock issued in connection with the debenture agreements except
the 1,500,000 shares of common stock issued to Corwin Foster's entity Seajay
Holdings. Global has agreed to return the $400,535 of the agreed upon $3,000,000
received pursuant to the debenture agreements. This sum was released from escrow
and paid to United Pay Phone, an investor in OMAC, pursuant to an agreed upon
order of court.
Although Global has made repeated demands upon Corwin Foster and Seajay Holdings
to return the 1,500,000 shares of common stock, Corwin Foster and Seajay
Holdings have failed and refused to return such stock. As a consequence of
Corwin Foster's and Seajay Holdings failure to return the common stock received,
Global initiated legal proceedings for damages in the amount of no less than
$1,000,000 plus interest and fees; the return of the 1,500,000 shares of common
stock; and punitive damages in the amount of $10,000,000.
On or about July 24, 2006 which was far beyond the procedurally acceptable time
within which to file a counterclaim and without the required leave of court,
Corwin Foster filed a counterclaim against Global, HAT, Hamilton Aviation, Ian
Herman, Gordon Hamilton, John Sawyer, Ronald Clark, Frank Hooper, United
Payphone, Financial Capital, Interwest Transfer and the law offices of Tharpe
Howell alleging fraud, unjust enrichment, breach of contract and constructive
trust.
All of these claims are categorically denied and Global has filed a motion to
strike this counterclaim based upon the above referenced defects.
Global's Motion for Summary Judgment was dismissed in June 2007 and the matter
is expected to proceed to trial in early 2008.
On November 13, 2006, HAT commenced a civil action in the Superior Court of
Arizona against Admiral Merchants Motor Freight, Inc., Vital Express, et al to
recover damages to an aircraft engine that the defendants were contracted to
transport from HAT's maintenance facility in Tucson to a facility in Vancouver,
B.C. HAT is alleging that the Defendants did not properly secure the engine
during transport, thereby causing damage to the engine that resulted in
approximately $588,127 in damages to HAT. The claim has been removed to the
Federal District Court in Arizona and is currently pending discovery.
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On June 6, 2007, HAT was served with a civil complaint filed by Petro Energy
Corporation in the Superior Court of California. The Complaint alleges that
Petro Energy and HAT entered into a fuel services agreement and that HAT has
failed to pay a total of $155,177 pursuant to the terms of the fuel services
agreement. The Complaint further alleges that John Sawyer and HAT also owe Petro
Energy $60,000 for fuel services provided to Falcon Air and $17.5 million for
fuel services provided to Avolar Airlines.
The $60,000 claim was paid by Falcon Air to Petro Energy on June 20, 2007 and is
no longer at issue.
The basis of Petro Energy's claims against HAT and John Sawyer for services
Petro Energy provided to Avolar is that John Sawyer, as president of HAT,
induced Petro Energy to contract with Avolar and that as a consequence of this
inducement, John Sawyer and HAT are responsible to Petro Energy for Avolar's
unpaid fuel invoices. Notwithstanding the fact that the Petro Energy contract is
solely with Avolar and does not involve John Sawyer or HAT either as a
contracting party or guarantor, Petro Energy alleges that John Sawyer and HAT
are responsible for payment of Avolar's invoices owed to Petro Energy.
HAT filed an answer to the complaint denying all the allegations set forth
therein and the matter is currently pending. The claim for $155,177 is a general
non-material incidental claim incurred in the ordinary course of business which
Management believes will be resolved with out any material effect on Global's
financial position or liquidity. Management of the Company believes that the
$17.5 million claim against HAT and John Sawyer is totally without merit and
believes the eventual outcome will not have a material effect on Global's
financial position or liquidity.
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 Accounting Officer, Ms. Patricia Graham
32.1 Certification of Mr. Ian M. Herman, Chief Executive Officer
Forms 8-K filed during the second quarter of 2007:
Issued April 18, 2007, Item 2.02 Results of Operations and Financial Condition
and Item 7.01, Regulation FD Disclosure.
Issued April 23, 2007, Item 2.02, Result of Operations and Financial Condition,
Item 7.01, Regulation FD Disclosure and Item 9.01 Financial Statements and
Exhibits. The exhibit was a Press Release of Global Aircraft Solutions, Inc.
issued April 23, 2007.
Issued May 1, 2007, Item 2.02 Results of Operations and Financial Condition,
Item 7.01 Regulation FD Disclosure, and Item 9.01 Financial Statements and
Exhibits. The exhibit was the transcript of a conference call on April 23, 2007.
Issued May 16, 2007, Item 2.02, Results of Operations and Financial Condition,
Item 7.01, Regulation FD Disclosure and Item 9.01 Financial Statements and
Exhibits. The exhibit was a Press Release of Global Aircraft Solutions, Inc.
issued May 16, 2007.
Issued May 17, 2007, Item 5.02, Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers,
Issued June 4, 2007, Item 2.02 Results of Operations and Financial Condition,
Item 7.01, Regulation FD Disclosure and Item 9.01 Financial Statements and
Exhibits. The exhibit was the transcript of a May 24, 2007 Conference Call.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Ian Herman Chairman of the Board of Directors, August 12, 2007
- ---------------------- Chief Executive Officer and Director
Ian Herman
/s/ John Sawyer President, Chief Operating Officer August 12, 2007
- ---------------------- and Director
John Sawyer
/s/ Patricia Graham Principal Accounting Officer August 12, 2007
- ----------------------
Patricia Graham
27