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 September 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 Identification No.)
incorporation or organization)
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 40,181,301 shares of its Common Stock outstanding as of
October 18, 2007.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Information.
Condensed Consolidated Balance Sheets (unaudited):
As of September 30, 2007 and December 31, 2006................................... 3
Condensed Consolidated Statements of Operations (unaudited):
For the three and nine months ended September 30, 2007 and 2006.................. 5
Condensed Consolidated Statement of Changes in Stockholders' Equity (unaudited):
For the year ended December 31, 2006 and nine months ended September 30, 2007.... 6
Condensed Consolidated Statements of Cash Flows (unaudited):
For the nine month periods ended September 30, 2007 and 2006..................... 7
Notes to Condensed Consolidated Financial Statements (unaudited)................. 8
Item 2. Management's Discussion and Analysis of Financial Condition...................... 19
and Results of Operation
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
September 30, 2007 and December 31, 2006
(unaudited)
ASSETS
2007 2006
----------- -----------
CURRENT ASSETS
Cash and cash equivalents $ 199,479 $ 104,440
Accounts receivable, net 10,905,761 7,870,799
Notes receivable 353,772 455,859
Due from equity investee partner 2,122,000 3,946,414
Inventory 14,825,338 7,852,691
Restricted funds 194,484 65,500
Deferred income taxes 299,508 299,508
Other current assets 475,244 191,114
----------- -----------
TOTAL CURRENT ASSETS $29,375,586 $20,786,325
Property, plant and equipment, net 1,148,836 1,521,037
Equity in net assets of and advances to affiliates -- 6,063,067
Goodwill 38,992 38,992
Other assets 277,606 64,855
----------- -----------
TOTAL ASSETS $30,841,020 $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
September 30, 2007 and December 31, 2006
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
2007 2006
----------- -----------
CURRENT LIABILITIES
Notes payable $ 6,673,291 $ 5,101,568
Note payable - related party 1,060,000 --
Accounts payable - trade 2,649,651 5,001,567
Customer deposits 575,913 541,878
Billings in excess of costs and estimated
earnings on contracts in progress, net 785,664 224,046
Accrued liabilities 526,477 493,404
Income taxes payable 1,108,416 735,466
Current maturities - capital lease obligations 60,573 53,247
----------- -----------
TOTAL CURRENT LIABILITIES $13,439,985 $12,151,176
LONG-TERM LIABILITIES
Capitalized lease obligations $ 187,074 $ 224,867
Deferred tax liability 344,027 344,027
----------- -----------
TOTAL LONG-TERM LIABILITIES $ 531,101 $ 568,894
----------- -----------
TOTAL LIABILITIES $13,971,086 $12,720,070
=========== ===========
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized
40,561,301 and 39,967,807 shares issued 2007 and 2006 and
40,181,301 and 39,587,807 shares outstanding 2007 and 2006 $ 40,560 $ 39,967
Additional paid-in capital 13,235,824 12,723,213
Contributed capital 620,289 620,289
Retained earnings 2,973,261 2,370,737
----------- -----------
TOTAL STOCKHOLDERS' EQUITY $16,869,934 $15,754,206
=========== ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $30,841,020 $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 Nine Months ended September 30, 2007 and 2006
(unaudited)
Three Months Three Months Nine Months Nine Months
ended ended ended ended
September September September September
30, 30, 30, 30,
2007 2006 2007 2006
------------ ------------ ------------ ------------
Sales
Sales, maintenance, repair, overhaul $ 4,041,058 $ 6,526,094 $ 12,318,048 $ 20,048,614
Sales, aircraft trading -- -- 7,900,000 3,223,000
Sales, parts 568,017 1,216,186 1,793,485 4,171,126
Sales, other 11,310 162,075 11,742 2,168,989
------------ ------------ ------------ ------------
Total sales $ 4,620,385 $ 7,904,355 $ 22,023,275 $ 29,611,729
Cost of sales
Cost of sales, maintenance, repair, overhaul $ (2,681,761) $ (4,800,773) $ (8,640,115) $(14,350,025)
Cost of sales, aircraft trading -- -- (6,846,234) (3,255,624)
Cost of sales, parts (156,224) (881,127) (785,058) (2,837,205)
Cost of sales, other (1,540) (74,342) (1,975) (616,842)
------------ ------------ ------------ ------------
Total cost of sales $ (2,839,525) $ (5,756,242) $(16,273,382) $(21,059,696)
------------ ------------ ------------ ------------
Gross profit $ 1,780,860 $ 2,148,113 $ 5,749,893 $ 8,552,033
Selling, general and administrative expense (1,835,945) (1,992,360) (4,964,136) (5,794,094)
Penalties (48,634) (560) (48,634) (11,731)
------------ ------------ ------------ ------------
Income from operations $ (103,719) $ 155,193 $ 737,123 $ 2,746,208
Other income (expense):
Interest income $ 198,094 $ 12,613 $ 382,385 $ 67,338
Interest expense (366,802) (220,048) (877,291) (451,916)
Miscellaneous expense (10,179) -- (110,179) (116)
Miscellaneous income 16,936 95,970 91,681 114,575
Gain (loss) on asset disposal -- -- -- (8,518)
Equity in income of unconsolidated affiliate -- 315,000 214,800 1,238,121
Gain of sale of interest in unconsolidated affiliate 461,231 -- 488,441 --
------------ ------------ ------------ ------------
Net income, before taxes $ 195,561 $ 358,728 $ 926,960 $ 3,705,692
Provision for income taxes (68,432) (125,555) (324,436) (1,293,742)
------------ ------------ ------------ ------------
Net income $ 127,129 $ 233,173 $ 602,524 $ 2,411,950
============ ============ ============ ============
Net profit per share, Basic 2007 3rd Qtr 35,160,804 $ 0.00 $ 0.01 $ 0.02 $ 0.06
shares, Year to date 39,842,270 shares; 2006 3rd Qtr
39,277,321 shares, Year to date 38,980 587 shares.
Net profit (loss) per share, Fully diluted 2007 3rd
Qtr 36,586,174 shares, Year to date 40,997,040
shares; 2006 3rd Qtr 40,689,995 shares, Year to date
40,399,652 shares. $ 0.00 $ 0.01 $ 0.02 $ 0.06
============ ============ ============ ============
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 Nine Months Ended September 30, 2007
(unaudited)
Additional
Paid-in Contributed Retained Stockholder
Shares Capital Capital Earnings Equity
------------ ------------ ------------ ------------ ------------ ------------
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 $ 15,754,206
------------ ------------ ------------ ------------ ------------ ------------
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 18,142 18,217
3rd Quarter
Stock issued to satisfy amounts
due to outside counsel for
legal services 120,000 120 94,680 94,800
Vesting of stock-based
compensation to
employees and directors 77,267 77,267
Vesting of stock to
third parties 11,323 11,323
Net income, first nine
months of 2007 602,524 602,524
------------ ------------ ------------ ------------ ------------ ------------
Balance September 30, 2007 40,181,301 $ 40,560 $ 13,235,824 $ 620,289 $ 2,973,261 $ 16,869,934
------------ ------------ ------------ ------------ ------------ ------------
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 Nine Months ended September 30, 2007 and 2006
(unaudited)
2007 2006
----------- -----------
Cash flow from operating activities:
Net Profit $ 602,524 $ 2,411,950
Adjustments to reconcile net profit to net cash
used in operating activities:
Depreciation 430,921 422,866
Amortization 121,782
Allowance for Doubtful Accounts (91,907)
Equity in income of unconsolidated affiliate (214,800) (1,238,121)
Physical Inventory Adjustments 61,741
Gain (Loss) Settlement-Investee Partner (488,441)
(Loss)Gain on disposal of fixed assets 13,785
Gain on sale of interest in unconsolidated
affiliate
Customer Deposits-Forfeited (50,000)
Stock based compensation expense 418,404 551,812
Draw-down fees deducted from note receipts 110,000
Intercompany Non-Cash Transactions 9,205
Changes in Assets and Liabilities:
Accounts receivable (1,901,296) (4,231,743)
Prepaid expenses 195,393 266,363
Costs and estimated earnings in excess of
billings on contracts in progress (1,303,634)
Inventory 115,611 773,832
Restricted funds (128,984)
Deposits (8,060)
Other non-current assets (35,501)
Accounts payable-trade (2,470,808) (3,060,309)
Customer deposits 340,712 50,000
Billings in excess of cost and estimated
Earnings on contracts in progress, net 561,618 (23,458)
Income tax payable 373,071 1,447,568
Accrued liabilities 33,074 (181,568)
Net cash used in operating activities (2,010,115) (4,106,283)
Cash flows from investing activities:
Purchase of property, plant and equipment (47,365) (120,746)
Notes receivable 116,672 1,407,758
Non-consolidated affiliate
(investment)/receipt 48,973 1,235,137
Net cash provided by investing activities 118,280 2,522,149
Cash flows from financing activities:
Proceeds from issuance of common stock 96,154
Proceeds from bank loans 141,994 6,157,980
Repayment of bank loans (84,391) (3,768,720)
Payments on capital lease obligations (41,823) (13,612)
Proceeds from note payable 1,850,000
Proceeds from note payable, related party 1,250,000
Payments on notes payable (1,114,320) (108,930)
Other financing activities, net (14,586) (3,741)
Net cash provided by financing activities 1,986,874 2,359,131
Net increase in cash and cash equivalents 95,039 774,997
Cash and cash equivalents at beginning of 104,440 368,013
period
Cash and cash equivalents at end of period $ 199,479 $ 1,143,010
Significant non-cash investing activity:
During 2007, the company sold its investment in Jetglobal for six aircraft
valued at $8,650,000 and other considerations. See Note 5.
Interest paid for the three and nine months ended September 30, 2007 was
$327,491 and 829,107, respectively. Interest paid for the three and nine months
ended September 30, 2006 was $212,492 and $422,901, respectively.
Taxes paid during the six months ended September 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.
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, 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 nine months ended, September 30, 2007
and 2006 and cash flows for the nine months ended September 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.
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.LLC, a Delaware limited liability company,
("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. On September 4, 2007,
the Company and GALP entered into an agreement that calls for the company
assuming a 40% equity interest in GALP, effective October, 1, 2007.
Notwithstanding the effective date of the agreement, the parties have agreed
that in return for marketing and technical support provided to GALP to date, the
Company will be entitled to a commission equal to 40% of the net profits earned
on all transactions entered into by GALP from the date of its inception through
October 1, 2007. Under the terms of the agreement, in consideration for its 40%
equity participation in GALP, the company will make a one time capital
contribution of $40,000. As further consideration the Company will provide to
GALP ongoing technical support to facilitate GALP's commercial aircraft
purchasing, leasing and sales activities. All technical services provided to
GALP by HAT and World Jet will be billed at company-standard rates. The Company
had not made any capital contribution as of September 30, 2007. Global will not
be required to invest capital in aircraft acquired by GALP, and all debt assumed
by GALP as a result of aircraft acquisitions will be non-recourse with respect
to the Company.. 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
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 September 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.
Revenue from part sales is recognized when parts are shipped. All parts are
shipped FOB shipping point; title passes at time of shipping and the Company has
no further contractual or legal obligation to the customer upon shipping.
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 nine month months, ended September 30 of
2007 and 2006 are as follows:
For the Nine Months ended September 30, 2007
----------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $ 602,524
Basic EPS
Income available to common stockholders $ 602,524 39,842,270 $ 0.02
Warrants 54,217
Options 715,663
Unvested employment agreement shares 384,890
Diluted EPS
Income available to common stockholders and
assumed conversions $ 602,524 40,997,040 $ 0.02
For the Quarter ended September 30, 2007
----------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $ 127,129
Basic EPS
Income available to common stockholders $ 127,129 35,160,804 $ 0.00
Warrants 35,065
Options 701,229
Unvested employment agreement shares 689,076
Diluted EPS
Income available to common stockholders and
assumed conversions $ 127,129 36,586,174 $ 0.00
For the Nine Months ended September 30, 2006
----------------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $2,411,950
Basic EPS
Income available to common stockholders $2,411,950 38,980,587 $ 0.06
Warrants 475,571
Options 792,761
Unvested employment agreement shares 150,733
Diluted EPS
Income available to common stockholders and
assumed conversions $2,411,950 40,399,652 $ 0.06
9
For the Quarter ended September 30, 2006
----------------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
Net Income $ 233,173
Basic EPS
Income available to common stockholders $ 233,173 39,277,321 $ 0.01
Warrants 295,417
Options 767,257
Unvested employment agreement shares 350,000
Diluted EPS
Income available to common stockholders
+ assumed conversions $ 233,173 40,689,995 $ 0.01
- ----------------------------------------------------------------------------
Share value Vesting Date Antidilutive
on warrants,
Measurement options,
Date pending
employment
shares at
September
30, 2007
- ----------------------------------------------------------------------------
Unconverted
Warrants Issued:
@ $0.68 .50 Vested 300,000
@ $1.36 .50 Vested 7,740,000 7,740,000
@ $1.00 .65 Vested 1,040,866 1,040,866
@ $1.36 .65 Vested 1,137,020 1,137,020
Subtotal 10,217,886
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 190,000
2008 380,000
2009 300,000
2010 250,000
Subtotal 1,120,000
Total 12,277,886 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.
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 nine months ended September 30, 2007 and September 30, 2006.
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2007 2006 2007 2006
---- ---- ---- ----
($millions) ($millions) ($millions) ($millions)
----------- ----------- ----------- -----------
Segment sales:
Aircraft maintenance 4.041 6.527 12.318 20.050
Aircraft trading - - - - - - 7.900 3.223
Part sales 1.493 2.538 5.006 8.765
Other .011 .162 .011 2.169
Sub Total 5.545 9.227 25.235 34.207
Elimination of intersegment sales -.925 -1.323 -3.212 -4.596
Total consolidated sales 4.620 7.904 22.023 29.611
Operating income:
Aircraft maintenance 1.359 1.505 3.678 4.934
Aircraft trading - - - - - - 1.054 - - -
Part sales .412 .555 1.009 2.067
Other .010 .088 .009 1.551
Sub total 1.781 2.148 5.750 8.552
Selling, general, administrative expense -1.836 -1.997 -4.964 -5.810
Penalties -.049 - - - -.049 - - -
Other, net -.161 -.107 -.513 -.274
Share of Jetglobal net income (aircraft - - - .315 .215 1.238
trading)
Gain on sale of interest in Jetglobal .461 - - - .488 - - -
Consolidated earnings (loss) before taxes .196 .359 .927 3.706
Interest income by segment
Aircraft maintenance .193 - - - .367 .028
Aircraft trading - - - .004 - - - .011
Part sales - - - - - - - - - - - -
Corporate .005 .008 .015 .028
Total interest income .198 .012 .382 .067
Interest expense by segment
Aircraft maintenance .236 .029 .523 .039
Aircraft trading - - - .083 - - - .083
Part sales .002 - - - .010 .001
Corporate .129 .108 .344 .329
Total interest expense .367 .220 .877 .452
11
Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2007 2006 2007 2006
---- ---- ---- ----
($millions) ($millions) ($millions) ($millions)
----------- ----------- ----------- -----------
Depreciation and amortization by segment
Aircraft maintenance .105 .114 .320 .303
Aircraft brokerage - - - - - - - - - - - -
Part sales - - - - - - - - - - - -
Corporate .033 .078 .111 .242
Total .138 .192 .431 .545
Net asset values:
Aircraft maintenance 11.553 8.283 11.553 8.283
Aircraft trading 7.890 1.620 7.890 1.620
Part sales 6.998 7.089 6.998 7.089
Corporate 4.400 12.517 4.400 12.517
Total 30.841 29.509 30.841 29.509
Capital expenditures:
Aircraft maintenance .009 .289 .009 .365
Aircraft brokerage - - - - - - - - - - - -
Part sales - - - - - - - - - - - -
Corporate .006 .018 .049 .044
Total .015 .307 .058 * .408
*.011 of the .058 was purchased through capital lease.
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:
12
Nine Months Nine Months
Ended Ended
September 30, 2007 September 30, 2006
------------------ ------------------
Angola $ 63,524 $ 40,380
Belgium 42,319 - - -
Canada 150 - - -
Germany - - - 1,220
Hong Kong 30 - - -
Israel 42,057 25
Italy - - - 955
Jordan - - - 2,032,460
Korea - - - 154,010
Lebanon 57,845 114,287
Lithuania 15,785 - - -
Malawi - - - 111,000
Mexico 551,758 4,070,869
Pakistan 285,520 68,000
Philippines - - - 230,916
Spain - - - 1,100
UAE 53,369 111,848
Ukraine 13,680 - - -
United Kingdom 4,360 98,383
TOTALS $ 1,130,397 $ 7,035,453
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. Management has 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, which 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 originally 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.) The gain on this
transaction, recorded during the second quarter of 2007 was $27,210. At
September 30, 2007, 5 aircraft, valued at $7,150,000, had been transferred, (see
Note 15, Subsequent Events). During the third quarter of 2007, BCI, as the
appropriately authorized party, began negotiating an agreement with a third
party to cash-out the Delta claim. As a result of this transaction, which we
estimate to be at the rate of $.38 on the dollar, the Company's share of the
Delta claim is estimated to be $622,000. Additionally, during the third quarter
of 2007, a reclassification of funds received from BCI in earlier periods
reduced the amount due from investee partner by $1,957,692. These funds had been
applied to BCI's regular account receivable with HAT rather than to its "due
from investee partner" account. These two events resulted in a revised amount of
gain to the Company from the divestiture of its interest in Jetglobal to
$488,441; $466,231 was recorded in the third quarter of 2007.
Sales price per settlement terms:
5 a/c @ $1.5 Million each $7,500,000
1 a/c @ $1.15 Million 1,150,000
18% interest in Delta claim 622,000
18% interest in AFG
Lawsuit (no value assigned) 0
----------
$9,272,000
Allocation of sales price:
Receivable due from investee
partner $2,354,664
Equity investment
6,428,895
----------
$8,783,559
Gain on settlement $ 488,441
==========
Due from investee partner at September 30, 2007 was $2,122,000.
As of September 30, 2007, the balance in equity in net assets and advances to
affiliates was zero.
13
6. INVENTORY
Inventories consisted of the following:
September 30, 2007 December 31, 2006
------------------ -----------------
Maintenance hardware $ 947,926 $ 1,030,465
Parts for resale 6,289,524 6,554,455
Aircraft & engines 7,587,888 267,771
----------- -----------
14,825,338 $ 7,852,691
=========== ===========
Management reviews listed inventory items to determine whether there are slow
moving or obsolete items on an annual basis. At September 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 exceeded 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).
7. SHAREHOLDERS' EQUITY
Options
On March 9, 2007 there were options for 10,000 shares, at an exercise 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 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. 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 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 and third quarters 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 from the Company's
registered 2003 Employee Stock Compensation Plan under the terms of a Director's
agreement. The value of the shares had been fully expensed when earned.
On May 15, 2007, 210,000 shares of common stock were issued. These shares
included 10,000 shares of common stock that were issued from the Company's
registered 2003 Employee Stock Compensation Plan pursuant to a 2006 employment
agreement. The value of the shares was $1.23 per share resulting in an expense
in the amount of $12,300. 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 from the Company's
registered 2003 Employee Stock Compensation Plan 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 from the
Company's registered 2003 Employee Stock Compensation Plan 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
from the Company's registered 2003 Employee Stock Compensation Plan 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 from the
Company's registered 2003 Employee Stock Compensation Plan pursuant to vesting
under a 2006 employment agreement. The stock had been expensed fully at
issuance.
On September 14, 2007, The Company issued 120,000 shares of common stock from
the Company's registered 2003 Employee Stock Compensation Plan pursuant to an
agreement with a provider of legal services. The closing price of the stock on
the date of issue was $0.79. The agreement calls for the stock to be issued as a
substitute payment for a portion of existing attorney's fees and costs. The
issuance of the stock reduces the accounts payable account with the legal firm
in the amount of $94,800.
SUMMARY OF EQUITY COMPENSATION STOCK-OPTION PLANS
TOTAL SHARES ISSUED AVAILABLE
PLAN NAME September 30, 2007
2002 Compensatory Stock Option Plan 3,000,000 1,045,000 1,955,000
2003 Employee Stock Compensation Plan 5,000,000 4,987,500 12,500
14
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 the grant
date. Those options issued to employees that were not immediately exercised
remained outstanding at September 30, 2007 and are summarized below:
September 30, 2007
-----------------------------------------------------------------
Weighted Average
Exercise Price
--------------
Options outstanding at 930,000 $0.198 Exercisable on grant date
beginning of year
Granted during quarter 1 10,000 $1.05 Exercisable on grant date
Granted during quarter
2 & 3 None
Exercised during
quarters 1, 2 & 3 None
Forfeited during
quarters 1, 2 & 3 None
Outstanding at 9/30/2007 940,000 $.207 Exercisable on grant date
Options exercisable at
9/30/2007 940,000 $.207
Weighted average fair
value of options
granted during the
quarters 1, 2 & 3 $1.05
The aggregate remaining contractual lives in years for the 900,000, 30,000 and
10,000 options outstanding and exercisable on September 30, 2007 was 1.522,
3.511 and 4.440, respectively.
September 30, 2006
-------------------------------------------------------------------------
Weighted Average
Exercise Price
--------------
Options outstanding at 900,000 $0.17 Exercisable on grant date
beginning of year
Granted during quarters
1, 2 & 3 None
Exercised during
quarters 1, 2 & 3 None
Cancelled during
quarters 1, 2 & 3 None
Forfeited during
quarters 1, 2 & 3 None
Outstanding at 9/30/2006 900,000 $0.17 Exercisable on grant date
Options exercisable at
9/30/2006 900,000 $0.17
Weighted average fair
value of options
granted during the
quarters 1, 2 & 3 None
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 Letter of Credit Facility
expired during the second quarter of 2007 and the total amount of the Line of
Credit has been amended to $4,872,000. 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 September 30, 2007 the applicable interest rate was 8.72% per
annum. The Line of Credit 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.
The Borrowers paid total fees and expenses of approximately $37,500.00 in
connection with the modification to the Line of Credit and addition of the
Guidance Credit and Letter of Credit Facility.
15
The balance due of the Line of Credit at September 30, 2007 was $4,872,000. The
total available credit facility is $4,872,000 at September 30, 2007 subject to
the borrowing base. See Note 15, Subsequent Events.
As of September 30, 2007, the Company was not in compliance with certain
covenants of loan agreement, as amended October 15, 2005, with M&I Bank.
However, the Company is in negotiations with the M&I Bank and as part of those
negotiations the Company has paid to M&I a fully earned loan fee in the amount
of $5,000 and a fully earned fee for waiving the existing defaults in the amount
of $10,000. See Note 15, Subsequent Events.) 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 21, 2007, the company secured a line of credit with the Frank and Maxine
Smith Family Trust in the amount of $1,000,000. The terms of the line of credit
include an initial $25,000 fee, 10% of each draw-down amount as fees 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. At
September 30, 2007 the balance of the note was $1,000,000 and interest payments
were current
On June 30, 2007, the company entered into a note agreement with Jeffrey Ervine,
a related party pursuant to the 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, the Company and Flores entered into a note
for $300,000. 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. On October 31, the Company paid $200,000,
plus accrued interest, and the due date for the remaining balance of $100,000
was extended sixty days.
On September 6, 2007, the Company entered into a note agreement with Ardennes
Value Fund, LP, a related party pursuant to the GALP partnership. The principal
amount of the note was $250,000 with a $10,000 set-up fee and simple interest at
15% per annum. The note and interest due were all paid on October 16, 2007.
9. RELATED PARTY TRANSACTIONS
BCI Aircraft Leasing, Inc.
BCI Aircraft Leasing, Inc., Global's former partner in Jetglobal, see Note 5,
accounted for 11.5% and 21.2% of Company revenue during the first nine months 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 September
30, 2007 and 2006 was $3,888,537 and $5,149,215, respectively and at December
31, 2006 was $3,785,173.
Jetglobal, LLC accounted for less than 1% of the Company's revenue during the
first nine months 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 September 30, 2007.
BCI Jet, a BCI controlled company, accounted for 0% of the Company's revenue in
the first three quarters of 2007 and 3.8% of the Company's revenue in 2006. BCI
Jet had no account receivable balance at September 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 accounted for 51.5% of Company revenue during the first nine months of
2007, which includes an aircraft purchased from Global in the amount of
$7,850,000 during the second quarter of 2007. At September 30, 2007, the Company
had receivables in the amount of $1,598,682 from GALP, which represents 14.9% of
the total Company accounts receivable balance.
Also see notes with Ardennes Value Fund and Ervine under Note 8 above.
10. CONTRACTS IN PROGRESS
At September 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 contracts $ 1,335,818 $ 1,486,387
Profit earned to date 1,639,232 521,378
----------- -----------
$ 2,975,050 $ 2,007,765
Less: Billings to date (3,914,138) (2,314,710)
----------- -----------
$ (939,088) $ (306,945)
=========== ===========
Included in the accompanying balance sheet at September 30, 2007 and December
31, 2006 under the following caption: Billings in excess of costs and estimated
earnings on uncompleted contracts
16
2007 2006
--------- ---------
Billings in excess from above $(939,088) $ 306,945)
Time and material earnings
unbilled 153,424 82,899
--------- ---------
Net $(785,664) $(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.
11. TRADE ACCOUNTS RECEIVABLE
As of September 30, 2007 and December 31, 2006, trade accounts receivable
consist of the following:
2007 2006
------------ ------------
Contracts in progress $ 1,150,823 $ 1,158,998
Completed contracts 10,480,711 7,185,118
------------ ------------
$ 11,631,534 $ 8,344,116
Less: allowance for doubtful
accounts (725,773) (473,317)
------------ ------------
$ 10,905,761 $ 7,870,799
============ ============
Bad debt expense charged to the allowance for doubtful accounts during the first
nine months of 2007 was $253,658.
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 however, Avolar is making weekly payments to
the Company. All payments are currently being posted to Avolar's accounts
receivable balance. The note bears interest at 6.5% per annum. At September 30,
2007, the balance due including interest was $353,772. This note is not
collateralized.
13. CONCENTRATION OF REVENUES
The Company's top four customers accounted for 79.8% and 46.7% of sales during
the 1st nine months 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 68.6% of the Company's accounts receivable at
September 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 nine months of
2007 and 2006 and the year 2006 are listed in the table below:
- --------------------------------------------------------------------------------------------------------------------------
1st Nine months of 2007 1st Nine months 1st Nine months of 1st Nine months of 2006-Top Four 2006- % of
- -Top Four Customers of 2007 -% of 2006 -Top Four 2006 -% of Revenues Customers Revenues
Revenues Customers
- --------------------------------------------------------------------------------------------------------------------------
Customer G 51.5 Customer B 21.2 Customer A 20.3
Customer A 12.7 Customer A 13.7 Customer B 18.4
Customer B 11.5 Customer H 6.4 Customer C 7.2
Customer I 4.1 Customer C 5.4 Customer D 6.5
Top Four- 1st Half of 79.8 Top Four- 1st Half 46.7 Top Four-2006 52.4
2007 Total % of 2006 Total % 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
17
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 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 the 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.
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 October 11, 2007, BCI presented the Company with title to the final aircraft
due from the settlement agreement closing out the company's interest in
Jetglobal. On October 16, 2007, the Company executed an agreement and received a
large initial deposit to sell two of the aircraft that were owned as a result of
the BCI settlement agreement.
On November 1, 2007, Global, HAT and World Jet closed on a ninety-day extension
of the M&I line of credit extending the due date until January 31, 2008. The
rate on the loan was increased 2 percentage points to 5% above LIBOR. The
Company will pay $50,000 in costs associated with the extension. See Form 8-K
filed November 7, 2007.
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.OB. 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
19
station, and certified facilities are issued an Air Agency Certificate. Each
certificate contains rating and limitations that specifically authorize the
repair station to only perform certain types of services on specific makes and
models of aircraft. Aircraft maintenance and modification is a highly regulated
industry, and a good working relationship with the FAA is essential to the
successful operation of an FAA-approved Repair Station such as HAT. The policy
of HAT management is to work closely and proactively with the FAA, which has
resulted in the very positive relationship needed to insure that when
significant issues do occasionally arise between HAT and the FAA they are
addressed in a reasonable and constructive nature.
World Jet is a seller/broker of aircraft parts, which is not an operation or
activity which is regulated by the FAA or any other governing body or
governmental agency; however, any aircraft parts sold by World Jet must be
accompanied by documentation verifying that such part is traceable to either an
FAA approved manufacturer, overhaul or repair facility, or an FAA certificated
operator. In furtherance of satisfying customers that World Jet does sell and
broker parts that are traceable to FAA certification, World Jet voluntarily
participates in the Airline Suppliers Association which requires an annual audit
of suppliers of aircraft parts to verify that such supplier maintains the proper
traceability documents, properly tags aircraft parts in support of such
traceability and maintains proper packaging and storage of aircraft parts. In
addition to the foregoing, World Jet also certifies to each customer that any
part or material sold was not involved in any incident and is not government
surplus.
Global's aircraft trading represents a significant niche in our business.
Successful efforts in this area will go a long way to building our company.
During 2006, aircraft trading accounted for 9% of Company revenues. At the end
of the 3rd quarter of 2007, aircraft trading had accounted for 36% of Company
revenue. Under the Company's settlement agreement with BCI, related to the
Company's withdrawal from Jetglobal, the Company received title to 6 aircraft.
Efforts are ongoing to sell these aircraft. (see Note 15, Subsequent Events, in
the Financial Statements included as part of this filing) The cash that will be
received, as a result of the conversion of these assets from inventory to
revenue, is essential to shoring-up the Company's cash position. 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, LLC ("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. On September 4, 2007, the Company
announced that an operating agreement for GALP had been completed. Under the
terms of the agreement, in consideration for its 40% equity participation in
GALP, Global will make a one-time capital contribution of $40,000. As further
consideration Global will provide to GALP ongoing technical support to
facilitate GALP's commercial aircraft purchasing, leasing and sales activities.
The technical support provided to GALP by Global will include dedicated
personnel from Global's wholly owned subsidiaries, HAT and World Jet, to
inspect, evaluate, modify, repair, maintain and provide logistical support for
GALP's aircraft portfolio. All technical services provided to GALP by HAT and
World Jet will be billed at company-standard rates. Under the terms of the
agreement, Global will not be required to make any additional capital
contributions in support of any future aircraft acquisitions by GALP, and all
debt assumed by GALP as a result of aircraft acquisitions will be non-recourse
with respect to Global. 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 from
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 $622,000 and (ii) the Jetglobal claim against AFG for breach of
contract.
20
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 sat September 30, 2007. 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.
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.
RESULTS OF OPERATIONS
As a holding company, the bulk of our day-to-day operations are currently and
were as of September 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 nine months ended September 30, 2007 decreased $7.6 million,
or 25.6%, to $22 million from $29.6 million for the nine months ended September
30, 2006. This reduction took place in our maintenance and part sales segments.
Aircraft sales were $3.2 million in the first nine months of 2006 compared with
$7.9 million in the first nine months 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 and the
third quarter of 2007 had no aircraft sales.
Aircraft maintenance shows a $7.7 million decrease from the nine months ended
September 30, 2006 compared to the nine months 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 $2.4 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 our reluctance to book work to our
capacity level when cash is tied up in inventory of aircraft making it difficult
to supply parts and labor in a timely fashion to ongoing jobs. Marketing efforts
are experiencing success in the area of aircraft sales. It is essential that the
aircraft in our inventory be sold to alleviate our cash flow constraints.
Management believes that results in future periods should show a gradual and
consistent recovery from what Management believes is a temporary setback in
Company-wide growth.
21
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 nine months ended September 30, 2007
decreased $4.8 million, or 22.7%, to $16.3 million from $21.1 million for the
nine months ended September 30, 2006. Cost of sales reflects the decrease in
sales for the same periods. Cost of sales for our aircraft trading segment
increased $3.5 million in first nine months of 2007 over the first nine months
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 80% of aircraft sales compared with 87% in 2007. Cost of parts sales, as a
percentage of part sales, decreased from 68% for the first nine months of 2006
to 43.8% for the first nine months of 2007. This decrease of 24.2% is the result
of increased sales of consignment inventories as well as, sale of parts held at
lower than market cost in World Jet's 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
nine months of 2007, revenue produced from labor was $6,981,500 as compared with
$12,585,379 the first nine months of 2006. This represents a decrease of 44.5%.
The comparative costs for all direct labor, including work performed by outside
contractors, was $4,034,369 in the first nine months of 2007 compared with
$6,973,453 for the same period in 2006. All direct labor costs were 32.8% of
total maintenance sales in first nine months of 2007 compared with 23.6% in the
first nine months of 2006. . All direct labor costs were 57.8% of labor sales in
first nine months of 2007 compared with 54.3% in the first nine months of 2006.
The relationship between direct labor costs and direct labor revenues saw
relative costs increase 3.5% 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 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.
Company-wide gross profit for the nine months ended September 30, 2007 of $5.7
million was less than the same period in the prior year by $2.8 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.
Selling, general and administrative expenses for the nine months ended September
30, 2007 as percentage of sales was 22.5%, which was 3% greater than for the
same period in 2006. Sales were 26% lower in the same period and
non-discretionary fixed expenses would be expected to generate an increase on a
period-to-period comparative basis.
Interest expense for the Company, during the first nine months of 2007, was
$877,291. 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 six 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 nine months of 2007
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 7,900,000 12,496,798 4,838,777 (3,212,300) 22,023,275
Less: Cost of sales 6,846,317 9,235,561 3,381,087 (3,189,583) 16,273,382
Less: Expenses 1,649,686 3,124,182 968,522 (24,568) 5,012,770
Pre-tax Operating Profit (Loss) (596,003) 890,741 489,168 1,851 737,123
3rd Quarter 2007
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues --- 4,197,691 1,347,752 (925,058) 4,620,385
Less: Cost of sales --- 2,876,791 865,075 (902,341) 2,839,525
Less: Expenses 594,766 968,311 344,835 (23,333) 1,884,579
Pre-tax Operating Profit (Loss) (594,766) 352,589 137,842 616 (103,719)
22
First nine months of 2006
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 4,475,000 21,425,131 8,307,371 (4,595,773) 29,611,729
Less: Cost of sales 3,523,624 16,007,193 6,124,652 (4,595,773) 21,059,696
Less: Expenses 2,188,760 2,220,160 1,396,905 5,805,825
Pre-tax Operating Profit (Loss) (1,237,384) 3,197,778 785,814 2,746,208
3rd Quarter 2006
Global HAT World Jet Intercompany Consolidated
Stand-Alone Stand-Alone Stand-Alone Eliminations
Revenues 7,082,547 2,144,703 (1,322,895) 7,904,355
Less: Cost of sales 5,579,322 1,499,815 (1,322,895) 5,756,242
Less: Expenses 853,222 730,867 408,831 1,992,920
Pre-tax Operating Profit (Loss) (853,222) 772,358 236,057 155,193
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
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 Letter of Credit Facility
expired during the second quarter of 2007 and the total amount of the Line of
Credit has been amended to $4,872,000. 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 September 30, 2007 the applicable interest rate was 8.72% per
annum. The Line of Credit 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.
The Borrowers paid total fees and expenses of approximately $37,500.00 in
connection with the modification to the Line of Credit and addition of the
Guidance Credit and Letter of Credit Facility.
The balance due of the Line of Credit at September 30, 2007 was $4,872,000. The
total available credit facility is $4,872,000 at September 30, 2007 subject to
the borrowing base.
As of September 30, 2007, the Company was not in compliance with certain
covenants of loan agreement, as amended October 15, 2005, with M&I Bank.
However, the Company is in negotiations with the M&I Bank and as part of those
negotiations the Company has paid to M&I a fully earned loan fee in the amount
of $5,000 and a fully earned fee for waiving the existing defaults in the amount
of $10,000. See Note 15, Subsequent Events, of the Financial Statements included
as part of this filing.
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 21, 2007, the company secured a line of credit with the Frank and Maxine
Smith Family Trust in the amount of $1,000,000. The terms of the line of credit
include an initial $25,000 fee, 10% of each draw-down amount as fees 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. At
September 30, 2007 the balance of the note was $1,000,000 and interest payments
were current.
On June 30, 2007, the company entered into a note agreement with Jeffrey Ervine,
a related party pursuant to the 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.
23
During the second quarter of 2007, the Company received $100,000 from Raymon C.
Flores ("Flores"). On July 17, 2007, the Company and Flores entered into a note
for $300,000. 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. On October 31, the Company paid $200,000,
plus accrued interest and the due date for the remaining balance of $100,000 was
extended sixty days.
On September 6, 2007, the Company entered into a note agreement with Ardennes
Value Fund, LP, a related party pursuant to the GALP partnership. The principal
amount of the note was $250,000 with a $10,000 set-up fee and simple interest at
15% per annum. The note and interest due were all paid on October 16, 2007.
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. The
payment amount due each week on Avolar's payment schedule was reduced during the
second 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. (see discussion
under Liquidity section of this document)
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.
The Company is currently negotiating transactions that will liquidate our
aircraft inventory. Additionally, Management is pursuing collection activities
related to our outstanding receivables. Management believes that these actions
will result in providing the necessary cash to satisfy our outstanding debt.
Significant changes in the Company's Balance Sheet for the first three quarters
of 2007 were as follows:
Total assets increased from $28,474,276 at December 31, 2006 to $30,841,020
at September30, 2007. Significant changes for the period were:
Cash on hand increased $95,039.
Accounts receivable increased $3,034,962. $1,957,692 of that amount
represents a reclassification of a payment received from BCI that
should have been applied to amounts due from them under the "Due from
investee partner" classification.
Due from investee partner at December 31, 2006 decreased $1,824,414 as
a result of the settlement with BCI related to Jetglobal. The
settlement also contributed to the $ 6,972,647 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. (see Note 5 of the Financial Statements included as part
of this filing for further details of this transaction)
Restricted funds increased 128,894 as the result of a certificate of
deposit plus interest that secures the letter of credit to TAA for
rental deposit of the HAT facility.
During the first nine months of 2007, total liabilities increased from
$12,720,070 at December 31, 2006 to $13,971,086 at September 30, 2007,
primarily due to:
Accounts payable decreased from the December 31, 2006 balance by
$2,351,916.
Notes payable, short term increased 1,571,723 and Notes payable,
related party increased $1,260,000.
Billings in excess of costs and expenses on uncompleted contracts
increased $561,618.
24
Cash
As of June 30, 2007 we had $199,479 in cash on hand and approximately
$10,905,761 in collectible trade receivables.
Thus far in 2007, the Company has experienced a major cash deficit. 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 fourth quarters
of 2007 and early part of 2008, in selling the six 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 $8.6 Million.
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 $2.24 million),
during the remainder of 2007.
o Our HAT subsidiary has potentially finished work on two BCI aircraft,
at BCI's request. These aircraft have been repossessed by GMAC, who
plans to place them with another operator. Management has taken a firm
position that all money due from BCI, (about $3.9 million), will be
received prior to the departure of any BCI owned aircraft. HAT
currently is in possession of these two aircraft plus one other and
three engines.
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
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.
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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
shipped FOB shipping point; title passes at time of shipping and the Company has
no further contractual or legal obligation to the customer upon shipping.
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.
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.
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 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, as of the Evaluation Date, our
disclosure controls and procedures allow for timely decisions regarding
disclosure of material information relating to our company (including our
consolidated subsidiaries) required to be included in our reports filed or
submitted by us under the Exchange Act.
(b) there has not been any change in our internal controls or in other factors
that are reasonably likely to affect internal controls subsequent to the date of
our most recent evaluation.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There has been no change to the legal proceedings information set forth in our
Quarterly report on Form 10-Q for the quarter ended September 30, 2007 and the
information set forth in the Legal Proceedings Section of our Form 10-Q for the
quarter ended June 30, 2007 is incorporated herein by reference. No other
material legal proceedings have commenced or been terminated during the period
covered by this report. To the extent that we do not have any significant
changes in the legal proceedings referred to in such Quarterly Report, we have
not restated the description of those proceedings. That determination not to so
restate those descriptions should not be taken as a representation that we have
resolved the matter or that it is no longer a contingency.
Other Matters. From time to time in the ordinary course of our business, we are
also party to other legal proceedings or receive correspondence regarding
potential or threatened legal proceedings. While we currently believe that the
ultimate outcome of these other proceedings, individually and in the aggregate,
will not have a material adverse effect on our financial position or overall
trends in our results of operations, legal proceedings are subject to inherent
uncertainties.
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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 third quarter of 2007:
Issued July 9, 2007, Item 4.01, Changes in Registrant's Certifying Accountant
and Item 9.01, Financial Statements and Exhibits. The exhibit was a letter from
Moss Adams, LLP to the Securities & Exchange Commission.
Issued July 20, 2007, Item 5.02, Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers and Item 9.01,
Financial Statements and Exhibits. The exhibits were (1) Letter from Alfredo
Mason dated July 16, 2007 to Global Aircraft solutions, Inc. and (2) Letter from
Alfredo Mason dated July 19, 2007 to the Securities and Exchange Commission.
Issued September 5, 2007, Item 1.01, Entry into a Material Definitive Agreement,
Item 5.02, Departure of Directors or Principal Officers; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers and Item 9.01
Financial Statements and Exhibits. The exhibit were (1) Copy of Participation
Agreement between Global and GALP, (2) Copy of Employment Agreement between
Global Aircraft solutions, Inc. and Mr. Ian Herman, and (3) Press Release of
Global Aircraft Solutions, Inc. issued September 4, 2007.
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, November 12, 2007
- -------------- Chief Executive Officer and Director
Ian Herman
/s/ John Sawyer President, Chief Operating Officer November 12, 2007
- --------------- and Director
John Sawyer
/s/ Patricia Graham Chief Accounting Officer November 12, 2007
- -------------------
Patricia Graham
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