Exhibit 99.1
Global Aircraft Solutions Announces Management and Board Changes, Sets Annual
Meeting and Provides Updated Earnings Guidance
TUCSON, Ariz. -- July 29, 2008 -- Global Aircraft Solutions, Inc. (OTC BB: GACF)
today announced that it has accepted the resignation of Ian Herman as Chief
Executive Officer of the Company. Mr. Herman will retain his position as
Chairman of the Board, and will remain active in the Company as a Board member.
The Board of Directors has appointed Gordon Hamilton CEO of the Company,
effective immediately. Mr. Hamilton has been a Board Member of the Company since
January 2004 and has been the CEO of the Company's two operating subsidiaries,
Hamilton Aerospace Technologies, Inc. and World Jet Corporation, since January
1, 2008.
GACF's BOD authorized the formation of a wholly owned subsidiary to manage all
aircraft trading activities, and the appointment of John Sawyer as CEO of the
newly formed aircraft trading subsidiary.
The Company also announced that, effective immediately, Kenneth Raff and Brent
Dau are joining the Board as independent members, thus increasing the number of
board members to eight, of which five are independent.
Kenneth Raff is an Executive Director with the Seabury Group, an aviation
advisory services firm, where he has been employed since 2001. Prior to joining
Seabury, Mr. Raff was employed by American Airlines, Inc. for 15 years,
including 7 years as Managing Director Fleet Transactions/Planning. Mr. Raff was
employed by the Boeing Company as a Flight Test Analysis Engineer from 1980
through 1983. Kenneth Raff was awarded a B.S. in Mechanical Engineering from
Georgia Tech University in 1980 and received an M.B.A. in Finance from the
Harvard Business School in 1985.
Brent G. Dau is a managing director at Ewing & Partners, having joined the firm
in mid-1998. Ewing & Partners is the manager of the Endurance Partnerships,
which own approximately 12.5% of GACF's outstanding common shares. In addition,
Mr. Dau is a partner of Endurance General Partners, L.P. Mr. Dau was employed by
American Airlines from 1989 through 1994. At American, Mr. Dau served as a fleet
planning analyst and later moved to AMR's treasury where he initiated and
managed American Airlines' interest rate, foreign exchange, and fuel price
hedging programs. Brent Dau received a B.S.E. in Mechanical Engineering from
Princeton University in 1985 and a M.B.A. in International Finance from the
University of Chicago in 1989. He is a Chartered Financial Analyst (CFA(TM)),
and serves on the Board of Directors of the DFW CFA Society.
Along with adding two independent directors, GACF's Board of Directors has
undertaken a series of resolutions to strengthen GACF's corporate governance.
Specifically GACF is eliminating its staggered board terms and, commencing with
the 2010 annual shareholders meeting, all board terms will be one year. The
Board also resolved to request that the shareholders vote to amend the articles
of incorporation to reflect this resolution as well as require majority
shareholder or greater vote on matters requiring a vote.
Global Aircraft Solutions has scheduled its 2008 annual shareholders meeting for
September 24th in Tucson, Arizona. Approximately 30 days prior to that date, the
Company will send its proxy statement to shareholders and announce the exact
time and place of the meeting. Besides the addition of Kenneth Raff and Brent
Dau, the new slate of board members presented for shareholder approval will
include Timothy Ewing, Managing Partner of Ewing & Partners, as a replacement
member for Lawrence Mulcahy, who has elected not to stand for reelection. The
Company thanks Mr. Mulcahy for his years of service. The full text of the Bylaw
amendments, including other measures intended to improve corporate governance,
can be found as an attachment to the SEC Form 8-K filed regarding these events.
Finally, the Company advises that, contrary to its previously stated anticipated
2nd quarter financial results, Global Aircraft Solutions will show a loss for
its 2nd quarter 2008. The Company further advises that nearly the entire 2nd
quarter losses arise from the write-down of aircraft inventory and receivables
associated with a settlement agreement and completed aircraft maintenance
transactions previously entered into with JetGlobal and BCI Aircraft Leasing,
Inc. Exclusive of such write-downs, the Company's two operating subsidiaries,
Hamilton Aerospace Technologies, Inc. and World Jet Corporation, both showed
quarter to quarter growth in both Net Sales and Net Profit (before taxes). It is
anticipated that the write-downs will be approximately $4.3 million and,
together with other one-time aircraft trading losses incurred by Global, will
result in a second quarter net loss (after tax benefit) of approximately the
same amount. The Company will detail the write-downs taken in its 2nd quarter
2008 SEC Form 10-Q, which it intends to file on or before August 15, 2008.
Gordon Hamilton, CEO of Global Aircraft Solutions, stated, "The Management of
Global Aircraft welcomes our new independent Board Members and looks forward to
working together to improve both our corporate governance and our financial
performance. While the write-downs we are taking in our 2nd quarter are
regrettable, they are also essential to restoring the integrity of our balance
sheet by eliminating, once and for all, the deleterious effect of already
completed transactions that only serve to mask the solid gains the Company has
been making in its core operating businesses this year. Despite the current
write-downs, the Company remains sufficiently capitalized and, based on the
performance of our core operating business units, the Company has the cash flow
necessary to sustain normal operations."
Ian Herman, Chairman of Global Aircraft Solutions, commented, "The recent
resolutions approved by the Board of Directors are intended to demonstrate our
commitment to improve corporate governance and make Global Aircraft a Company
which is more responsive to our investors concerning the improvement of our
current market valuation. Gordon Hamilton has a lifetime of experience in the
aircraft industry and, based on progress made by HAT and World Jet under his
stewardship over the last seven months, I am confident that Gordon has all the
skills necessary to successfully lead the Company. Similarly, we are fortunate
to have people of the caliber of Ken Raff and Brent Dau to help guide the
Company forward. Finally, we intend to report our Q2 2008 results in a timely
fashion and look forward to having Timothy Ewing also join our board in
September. We view these changes in leadership, corporate governance, and
financial write-downs as being critical to moving our corporation forward with a
healthy new beginning. We believe that these tough decisions were required to
provide new and existing shareholders the appropriate incentive to re-evaluate
our current market valuation."
About Global Aircraft Solutions - Global Aircraft Solutions provides parts
support and maintenance, repair and overhaul (MRO) services for large passenger
jet aircraft to scheduled and charter airlines and aviation leasing companies.
Hamilton Aerospace and World Jet, both divisions of Global Aircraft Solutions,
operate from adjacent facilities comprising about 35 acres located at Tucson
International Airport. These facilities include hangars, workshops, warehouses,
offices and other buildings. Notable customers include G.A. Telesis, AfriJet,
Zero G, Swift Air, Pamir Airways, Wind Rose Aviation, Jetran International, the
Mexican Presidential Fleet, SEDENA, Canadian North Airlines, CanJet Airlines,
Iraqi Airways, Ryan International Airlines, and Alant Soyuz.
Global's website is located at www.globalaircraftsolutions.com.
-------------------------------
Except for the historical information presented, this press release contains
"forward-looking statements" made in reliance upon the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995 or regulations thereunder
including, but not limited to expected and estimated revenue and earnings.
Forward-looking statements are made based upon management's expectations and
belief concerning future developments and their potential effect upon the
Company. There can be no assurance that future developments will be in
accordance with management's expectations or that the effect of future
developments on the Company will be those anticipated by management.
The words "believes," "expects," "intends," "plans," "anticipates," "hopes,"
"likely," "will," and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company or its subsidiaries or industry
results, to differ materially from future results, performance or achievements
expressed or implied by such forward-looking statements. These risks include the
economic health of the airline industry, demand for Global Aircraft Solutions'
services, and competitive pricing pressures.
In addition, other risks are detailed in Global's Form 10-KSB for the year ended
December 31, 2007 and Global's Form 10-Q for the quarter ended March 31, 2008.
These statements speak only as of above dates, and Global disclaims any intent
or obligation to update them.
Contact:
Global Aircraft Solutions, Inc.
Gordon Hamilton, (520) 547-8631
dhamilton@hamaerotech.com
Or
Alliance Advisors, LLC
Alan Sheinwald, 914-669-0222
asheinwald@allianceadvisors.net