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DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY
WASHINGTON, D.C.
Application of
Western Global Airlines, L.L.C.
for a certificate of public convenience and
necessity pursuant to 49 U.S.C. 41102
(foreign charter cargo air transportation)
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)
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Mark W. Atwood
Elizabeth J. Wadsworth
Cozen O'Connor
The Army and Navy Club Bldg.
1627 I Street, N.W.
Washington, D.C. 20006
(202) 463-2513
Counsel for
Western Global Airlines, L.L.C.
BEFORE THE
DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY
WASHINGTON, D.C.
Application of
Western Global Airlines, L.L.C.
Docket OST-2013-
A separate
in the United States and around the world. The carrier plans to start in September 2013
by operating one MO-11 freighter aircraft owned by and leased from a company
controlled by Mr. Neff; the fleet will be increased to four aircraft during the first year of
operation.
Western Global's owner and key management personnel are highly experienced
in aviation management and operations, particularly in the air freight sector, and their
records at previous carriers demonstrate their ability to manage a safe and profitable
cargo airline. The carrier is a citizen of the United States and is fit, willing and able to
operate the proposed transportation in a safe and compliant manner.
Information Required by 14 CFR 204.3
1.
3.
411 02(a)(15).
formed in the State of Florida for the benefit of, and controlled by, members of the Neff
family. Specifically, 50 percent of the ownership interest is owned by the James K. Neff
2012 Irrevocable Trust (dated December 10, 2012) (the "JKN Trust"), and 50 percent by
the Carmit P. Neff 2012 Irrevocable Trust (dated December 10, 2012) (the "CPN Trust").
The trustee and beneficiary of the JKN Trust is Carmit P. Neff, wife of James Neff. The
joint trustees of the CPN Trust are James Neff and Danielle J. Neff, Esq. (his daughter),
and the beneficiary is Carmit Neff. All of these persons are United States citizens. This
structure is almost identical to the ownership structure of Southern Air, Inc. when it was
first certificated in 1999.
An affidavit of the company's U.S. citizenship is attached as Exhibit WG-2.
4. Key Personnel: ( 204.3(0)
The management of Western Global has extensive experience in aviation,
particularly in the air freight sector. The individuals holding key positions with the carrier
are as follows:
James K. Neff
Carmit P. Neff
Thomas J. Quehl
Terrence A. Washow
Jerome M. Basile
Director of Maintenance
Chief Pilot
George Boyko
MikeII E. Leland
Chief Inspector
The business address of the persons listed above is 5566 Broadcast Court,
Sarasota, Florida 34240. All individuals named are citizens of the United States.
Copies of their resumes are attached as Exhibit WG-3. None of these persons, with the
exception of Mr. and Mrs. Neff (indirectly) own any membership interests in Western
5.
Neff Air LLC, a Delaware liability company, that is jointly owned by James and
Carmit Neff, which provides management for the aircraft and parts owned by
special purpose companies (established specifically to hold title to the aircraft)
controlled by the Neff family. Mr. Neff is the CEO of the company.
Nordic Global Air, a Finnish all-cargo airline that holds a foreign air carrier
permit from the Department (Order 2012-1-29). NGA is owned in part (29
percent) by a trust controlled by Mr. and Mrs. Neff. Mr. Neff serves as the
non-executive Chairman of the carrier.
6.
As the company has not yet commenced operations, the only statement is the
balance sheet current as of the date of this filing. Since the company was formed in
March of this year and has conducted no business, there is no income statement. The
balance sheet was prepared by Berkowtiz Pollack Brant, certified public accountants.
This statement is attached as Exhibit WG-5.
The balance sheet reflects the fact that Western Global has cash assets on
deposit of $600,000 and no long- or short-term debt. The initial start-up costs that have
already been paid, including initial salary and benefits outlays for current employees,
rental of office space, legal and consulting work for certification, and computer
equipment and software have been borne by Mr. Neff out of his personal funds.
7.
Western Global plans to operate four MD-11freighter aircraft during the first year
of operation. These aircraft are currently owned by four special-purpose limited liability
companies that are owned entirely by James and Carmit Neff, and will be leased to
Western Global by Neff Air, which manages the aircraft, at very favorable lease rates.
A sworn affidavit of FAA certification and compliance for these aircraft is
contained at Exhibit WG-6.
9.
Western Global plans to provide its services to other air carriers as well as freight
forwarders around the world on an ACM! basis. Its focus will be on establishing longterm working relations with those clients. Its owners and managers believe Western
Global will be able to offer very competitive rates compared to other operators due to its
highly experienced management team and the sharing of expenses with its affiliated
Finnish carrier, Nordic Global. The shared cost elements are expected to include
common contracted flight following/dispatch center, a common engine overhaul and
( 204.3(t))
Exhibit WG-7 contains the carrier's projected financial statements for the first full
year of operations. These statements were prepared by Berkowtiz Pollack Brant, and
are made on a cash basis. Exhibit WG-8 lays out a summary of Western Global's
"start-up" expenses and sources of funding. How the carrier will meet the three-month
zero-revenue financial fitness test is examined in Exhibit WG-9. The third-party
verification of funds is contained at Exhibit WG-10.
Western Global has forecast results on a quarterly basis. Since it is expecting to
begin service late in the 3 rd Quarter 2013, the column for that quarter only estimates the
results of one month's operation.
Certain assumptions are made in the forecast: (1) Aircraft are assumed to
operate only 100 hours per month during the initial two full quarters of service,
increasing to 125 hours per month in the latter two quarters. Western Global believes
this is an extremely conservative estimate, and actual results should be somewhat
higher. (2) All operations are assumed to be on an ACMI lease basis; thus, the
carrier's clients will be responsible for payment of fuel, loading and ground handling,
7
L.101-264), as amended. That plan has been prepared, and will be filed shortly. The
carrier will incorporate procedures implementing that plan into its manual system.
17.
Western Global has submitted its Pre-Application Statement of Intent (PASI) for
an Air Carrier Operating Certificate and Part 121 Operations Specifications to the FAA
(Tampa Flight Standards District Office), and has requested a formal application
meeting. It has also prepared its formal application for presentation at the meeting.
18.
Certification: ( 204.3(v))
19.
Conclusion:
7 A4,1
Mark W. Atwood
Elizabeth J. Wadsworth
Cozen O'Connor
The Army and Navy Club Bldg.
1627 I Street, N.W.
Washington, DC 20006
Tel. 202-463-2513
Email: matwood@cozen.com
Counsel for Western Global Airlines, L.L.C.
10
CERTIFICATE OF SERVICE
I, Elizabeth J. Wadsworth, hereby certify that on this 14 th day of May, 2013, I
served via first class mail or email the foregoing Application of Western Global Airlines,
LLC, for a Certificate of Public Convenience and Necessity on the following person(s):
Federal Aviation Administration
Tampa Flight Standards District Office
ATTN: POI Bill Royal
5601 Mariner Street
Suite 310
Tampa, FL 33609-3416
Email: william.royal@faa.gov
Elizabeth J. Wadsworth
Title
WG-1
WG-2
WG-3
WG-4
Organizational Chart
WG-5
Financial Statement
WG-6
WG-7
WG-8
Start-Up Expenses
WG-9
WG-10
WG-11
WG-12
President's Certification
EXHIBIT WG-1
CERTIFICATE OF GOOD STANDING
Exhibit 1/VG-1
Page 1 of 1
State of Florida
Department of State
I certify from the records of this office that WESTERN GLOBAL AIRLINES
LLC, is a limited liability company organized under the laws of the State of
Florida, filed on March 6, 2013, effective March 4, 2013.
The document number of this company is L13000034439.
I further certify that said limited liability company has paid all fees due this
office through December 31, 2013, and its status is active.
Secretary of State
Authentication ID: CU0415056155
To authenticate this certificate,visit the following site,enter this
ID, and then follow the instructions displayed.
https://efile.sunbiz.org/certauthver.html
EXHIBIT WG-2
AFFIDAVIT OF U.S. CITIZENSHIP
Exhibit WG-2
Page 1 of 1
STATE OF FLORIDA
COUNTY OF MANATEE
ss:
./ James K. Neff
Chief Executive Off01-1;
Western Global AirlineS, LLC
EXHIBIT WG-3
KEY PERSONNEL RESUMES
Exhibft WG-3
Page 1 of 13
James K. Neff
7892 Fisher Island Drive
Miami, F133109
Mr. Neff is one of the aviation industry's most experienced, successful and dedicated
leaders. His significant achievements in high level corporate positions at large public
airlines and as a hands-on entrepreneur uniquely encompass all aspects of airline
operations and management.
Experience:
Flying Tiger Line: 1971-1979, Director of Scheduling
Continental Airlines: 1979-1981, Director of Corporate Planning
Emery Air Freight Corporation: 1981-1984, Vice President Fleet Planning
Burlington Air Express: 1984-1987, Senior Vice President Marketing and Air
Operations
Aircraft Trading and Service Co: 1987-1991, Senior Vice President Cargo
Programs
U.S. Turbine Engine Corp: 1991-1999, Founder and CEO
Southern Air Inc.: 1999-2007, Founder and CEO
Southern Air Holdings: 2007-2010, CEO
Neff Air LLC: 2010-Present, CEO, Founder and CEO
Nordic Global Airlines: 2011-Present, Board Chairman
Western Global Airlines: 2013, CEO, Founder and CEO
Mr. Neff has unparalleled experience in the aviation industry. After graduating from
Purdue University with an engineering degree in 1971, Mr. Neff commenced his aviation
career with Flying Tigers where he was in charge of expanding and developing Tigers'
worldwide fleet. In 1979 he joined Continental Airlines for two years to head up the
corporate planning function before returning to the air freight industry. Following the
deregulation of air cargo, Mr. Neff established and developed the in-house air
transportation systems for both Emery Air Freight and Burlington Air Express from 1981
to 1987. Then, Mr. Neff founded and built U.S. Turbine Engine Corporation, a highly
valuable commercial aircraft engine and parts company which he sold in 1998.
Exhibit WG-3
Page 2 of 13
p. 2
In 1999, Mr. Neff founded Southern Air Inc., one of the most profitable and successful all
cargo airlines in aviation history. After having grown to a fleet of ten B747 freighter
aircraft acquired with debt-free ownership, Mr. Neff sold the company in 2007 and
remained CEO until 2010.
In 2010, Mr. Neff started a leasing company, Neff Air, where he has acquired, without
debt, a fleet of two 747-400 and six MD-11 freighters. In late 2011, he helped develop
Nordic Global Airlines, a Finnish all cargo airline affliated with Finnair. Nordic Global is
headquartered in Helsinki where it has a full complement of operations and management
personnel. Mr. Neff serves as Board Chairman, a nonpaid advisory position. Nordic
Global leases its aircraft from Neff Air and has successfully grown from one to four MD-11
freighters in less than two years.
Mr. Neff is now devoting his many years of experience, extensive capabilities and financial
resources to establish Western Global Airlines. This new cargo airline is expected to be the
crowning achievement of Mr. Neff's long and highly successful aviation career.
Exhibit WG-3
Page 3 of 13
Education
BA Economics University of California at Los Angeles (UCLA), Summa cum Laude, 1974
MBA Anderson Graduate School of Management, UCLA, High Honors, 1975
Experience
The Flying Tiger Line, 1976 1980: Strategic Planning Analyst, responsible for historical financial
evaluation, budgeting and forecasting. Manager of International Pricing, responsible for cost analysis,
developing cost/revenue models, comparing and evaluating yields, developing specific commodity rates.
Represented Flying Tigers at IATA meetings and conferences worldwide.
Mattel Toys, 1980 1982: Product Manager, with P&L responsibility for several product lines.
Management Consultant, 1983 1993: Advised corporate clients and prepared forecasts, plans and
strategies to profitably develop their new businesses and new product lines after reviewing, analyzing
and evaluating their cost structure, competitive position, profitability objectives and capital structure.
1983 - 1984 and 1987-1988 The Development Agency, MCA
1985 - 1986 Air Cal; 1987- 1993 The Weston Group, Redding Consultants and Luther & Co
US Turbine Engine Corp, 1991- 1999: Co- founder, Owner and Member of the Board, responsible for
financial oversight with an emphasis on budgeting, forecasting and capital investment.
Southern Air Inc., 1999-2007: Co-founder, Owner and Member of the Board, responsible for overseeing
the capital structure of the company, including all corporate investing, and for competitive analysis,
economic strategy and forecasting.
Neff Air LLC, 2010 present: Co-founder, Owner and Chief Financial Officer of Neff Air LLC and Western
Global LLC, responsible for all aspects of financial analysis, budgeting, forecasting and planning.
Exhibit WG-3
Page 4 of 13
Thomas 1 Quehl
Ob'ective
Obtain a challenging position in aviation,
Acting Director of Flight Standards, Supervised 67 cheek airmen on 4 fleets of aircraft, B-747, E1011, B-727 and DC-8 for both cargo and passenger service.
Aircrew Program Designee, (APD), FAA designated examiner for ATP licenses and DC-8 type
ratings. Also served as standards captain on the fleet.
Employment History
Exhibit WG-3
Page 5 of 13
615-547-9789etquehl&harter.net
Thomas 1 Quell!
Nov 03 to May 2012
Mar 99 to Nov 03
Mar 95 to Mar 99
Mar 90 to Mar 95
President/DO/DTS
VP/DO/CP
DFS/APD
Capt/Check Airman
Education
1981
AS Aviation Technology
1981
AA Liberal Arts
1999
2004
Exhibit WG-3
Page 6 of 13
224-587-9135
Terry.WashowV.Westernalohalair.com
Terrence A Washow
14737 Aniberjack Terrace, Lakewood Ranch, H. 34202
Terry. Washow(i-OWesternglobalair.com
Terrence A Washow
To obtain a position within an organization that can utilize my unique and extensive background of
experience and qualifications in aviation.
Experience
04/01/2013-
Sarasota FL
10/01/2012-
AEROTASCC, LLC
Dundee, IL
09/15/2010 -
Dundee, IL
04/2007-08/2010
Rockford, IL
Responsible for review, update, securing approval, and implementation of Boeing-MPD based
Maintenance and Inspection Program for fleet of B767, B757 and MD80 Aircraft.
a CoMplete Bridging and Conformity documents for aircraft being added to the fleet.
successfully bridged six B767 Aircraft to our Certificate and completed conformity
Develop and plan scheduled maintenance tasks on all aircraft, including AD's , STC-driven
1CA's and Program-driven maintenance through "A" checks in our base stations while dealing
with highly variable aircraft flight schedules.
Identify long-range planned maintenance events including"C" checks and develop a work scope
in coordination with all departments and heavy check providers that includes parts, tooling,
manpower
Coordinate planning and completion of all out-ofphase maintenance events, including aging
aircraft inspections, horoscopes, required NDT Inspections, and conformity-driven work scopes
Completed
ERP System migration from AS400 to new TRAX system, and secured FAA
approval for its use as primary data for all maintenance program tracking at Ryan International.
Served as system administrator for TRAK
Exhibit WG-3
Page 7 of 13
224-587-9135 o Torry,WashowWWesterng.hbalaircom
Terrence A Washow
0412005-04/2007
US Airways, Inc.
Charlotte, NC
07/1999-04/2005
US Airways, Inc.
Chicago, IL
Responsible for all aircraft-related through-flight maintenance, and overnight maintenance o13 to
5 RON aircraft at O'Hare
Responsible for maintenance of all ground equipment for the maintenance operation and the Line
Operations group
Maintained 98% on time originating departure performance, and a 100% clearance rate on
assigned MEL's
05/1998-06/1999
Long Grove, IL
08/1997-05/1998
Atlanta, GA
Technical Consultant
Deployed and provided training to FAA Aviation Safety Inspectors at FSDO offices around the
country on new (at the time) Windows 95-based laptops, and the new (at the time) OASIS
software developed by Galaxy Scientific.
-ProvidectMaintenancePlanningConsultant services with Galaxy for various MRO's around the
world, including Singapore SA1 and others
Assisted in the development of the Maintenance Human Factors CD produced by Galaxy under
contract with FAA Aeromedical group for the 1998
02/1996-06/1997
Nashville, TN
Served as FAR 119 Director of Maintenance on the FAR 121Airline OPS SPEC.
Responsible for all aircraft maintenance activity conducted on up to 90 Aircraft, including SAAB
340, ATR 42 and ATR 72 Aircraft.
Through on-site staff, directed operations in Miami, Orlando, Syracuse, Albany, JFK-New York,
and Nashville.
Improved maintenance reliability from 93,6% to over 99% over an eight-month period
09/1993-02/1996
Chicago, IL
Exhibit WG-3
Page 8 of 13
Terrence A Washow
Automation Projects Manager
Responsible for design, development, implementation and training of in-house standardized line
maintenance automation applications system-wide.
Directed development and implementation team for automated
work card authoring, approval and
Chicago, IL
Responsible for Planning of Manpower, materials and task cards for forty over-night aircraft,
including 4 "B" level checks on MD80 Aircraft.
Responsible for all mechanic-related administrative tasks, including payroll, work schedule,
vacation schedule, overtime, and shi ft bid.
Established Chicago as an initial test and development site for proto-type PC-based computer
applications, including programs for shift bidding, workload planning, overtime control, and
work card production.
01/1980-06/1985
DAV EA Center
Addison, IL
licaligalaLd
i
Southern Illinois University
09/1975-01/1980
Carbondale, IL
Exhibit WG-3
Page 9 of 13
Jerome M Basile
6201 Palm Trace Landings Dr
Davie, FL 33314
Mobile: 917-417-3770
Experience
CTS Engines, FT Lauderdale FL- Director of Resource Planning
November 2012-March 2013
Exhibit WG - 3
Page 10 of 13
George Boyko
326 Mane Court
Tarpon Springs, Florida.
33468, USA
Tel/Fax: +1-727-945-001i
Cell: +1-727-455-5530
george.boyko@tampabayst.com
FLIGHT TIMES
Total Time
MD11 P,I.C.
Total P,I.C.
16113
4823
9080
CERTIFICATES
Place of Issue
Venezuela
USA
EASA/JAA
Taiwan
License #
ATP 6920
ATP 2410003
N1-2012.148092-49874
500649
Date of Issue
Mar-20-74
Jan-17-89
Apr-25-91
Sep-16-97
Aircraft Type
DC-10/MD-11
MD-11/DC-10
DC-10/MD11
MD-1 I
EMPLOYMENT
2013 (April-Present)
2011-2013
2009-2011
2009 (May-Sep)
1999-2008
2002-2005
1997 (May-Nov)
1991-1992
1990-1991
1985 (May)
1978-1983
1976-1997
1976 (Jan-Jun)
1974-1976
EDUCATON
Aviation School 1973-1974 Centro de Instruccin De Aeronautica Civil
University 1986-1989 Universidad Nacional Abierta.
PERSONAL DATA
Health: Excellent, Non-Smoker,
Date of Birth: Oct-04-53
Weight:
205 lb/93 kg Languages: English/Spanish
Height:
Marital Status: Married, two sons
6/180 cm
Computers: Experience with Software & Hardware, including: MS Word,
Access, Excel, Power Point, Adobe Professional, FrameMaker.
REFERENCES
Professional references are available on request.
Available Immediately.
Exhibit WG-3
Page 11 of 13
Mikell E. Leland
655 Post Lane
Rock Hill, South Carolina
29730
Home/Fax: 803-985-5843
Cell: 803-524-1391
lelandhaugeDgmail.com
Professional Summary
A maintenance and quality Leader with 42 years of diverse aviation experience including 23 in
Part 121 Air Carriers, 5 in Part 145 MRO, 26 military (active/reserve and contractor). Proven
results in Safety, Quality Assurance, Quality Control, Maintenance Training, and Policy and
Process development, Areas of specific expertise include:
.Quality Assurance and Control Programs
.Manual Development
', Training Program Development
oCross Functional Team Leadership
.Aircraft Maintenance Programs
.FAA Airframe and Powerplant Certificate
Education
MBA - January 2006,
University of Phoenix, Charlotte, NC campus
B.A., M.A. Religion - May 1988
Southern California Bible College, San Diego, CA.
BFA (112 hrs) - Sept. 1979 - May 1984
University of Texas at El Paso, El Paso, TX.
BFA (61 hrs) - Sept. 1977 - May 1978
University of Albuquerque, Albuquerque, NM.
Dale Carnegie Course, Pittsburgh, PA.
Certificate - May 1999
Professional Experience
AEROPARTNERS Sarasota, FL
03/13 to Present
Consultant
MRO providing airframe overhaul, major repairs and major modification services including
passenger to cargo conversions, Limited Ratings up to DC-10/MD-11.
Director Quality and Safety/Accountable Manager
Responsible for all aspects related to aircraft maintenance for the Repair Station of 200 +
employees. Directly responsible for the entire Quality and Safety Programs including: Audit
Programs, Inspection, Safety, Training, Customer GMM compliance, Repair Station Manual,
Operations Specifications, EASA/Foreign Repair Station Certifications, and US and Foreign
Regulatory Compliance.
Exhibit WG-3
Page 12 of 13
O
O
O
10/06 to 11/08
Part 121 Air Carrier operating 8737, 8757, and 8767in Supplemental Operations. RIA
provides operating platform for clients providing charter services. Provided ICAO Annex 6
operations with foreign carriers in the US. Provides maintenance management setvices for Part
91 DoJ contractors operating 8737 and MD80 aircraft.
Director Quality Assurance
Responsible directly to the President/CEO for the Quality Systems of this Part 121 Air Carrier.
Areas of responsibility included 119,65 (and 119.67d), Quality Assurance, Reliability,
Engineering, Aircraft Records and Maintenance Programs. Program oversight activity included:
Aircraft acceptance and conformity, lease returns, Operation Specifications parts A E, Foreign
Airworthiness approvals, ETOPS, RVSM, CASS, Supplier and Vendor approvals, and CASE.
Recruited to revitalize the Maintenance Division Quality Systems,
Successfully integrated B767 as new fleet type in to operation.
Spearheaded AD processes rewrite and FAA acceptance of program.
O Spearheaded RVSM program rewrite and FAA approval.
O Spearheaded revitalization of the internal audit program.
US AIRWAYS, INC. SAN, PIT, IND, CLT
01/87 to 04/06
Part 121 Air Carrier operating BAe146, DC9/MD80, B727, 8737, 8757, 8767, A320 Series and
A330 Series aircraft. Formerly USAir, Pacific Southwest Airlines, Piedmont Airlines, and
America West Airlines. Provides schedule service to domestic and international locations.
Inspection Supervisor - PIT/IND/CLT(12/94-06/95 and 05/00-04/06)
Supervision of Aircraft Inspection personnel, technical and NDT oversight, material resources
management, and assuring airworthiness and conformity. Plan, organize, and direct inspection
activities for multiple on-going heavy maintenance check projects. Supervise and conduct
component/parts receiving inspections for serviceability. Responsibilities include follow up of
required training and qualifications for assigned personnel in the Base and Line Maintenance
environments. Coordinated with Line Maintenance in assessing workload and manpower
requirements:
Selected to lead pre-audit preparations and follow-ups.
Selected to lead maintenance records reviews for compliance with company and
regulatory policies and procedures. Generated 110 page report and presented to
VP Maintenance. Resulted in procedural and personnel changes.
6 Interfaced with FAA, vendors, and union representatives.
O Provided technical and procedural guidance regarding quality control and
inspection matters.
Spearhead successful CLT Inspection RII training.
Exhibit WG-3
Page 13 of 13
06/90 - 12/94
01/87 - 06/90
12/86
04/84
09/83
05/80
11/79
- 01/87
- 05/85
- 12/86
- 09/83
- 05/80
Military Experience
03/98 - 05/02
06/81 - 05/97
11/71 - 09/79
ADDITIONAL INFORMATION
Completed US Airways DC9/MD80, BAe146, Fokker F100, B737, B757, B767, A320 series, and
A330 General Familiarization Training.
Completed US Airways Ultrasonic Testing, Eddy Current Testing, Magnetic Particle Testing,
and Liquid Penetrant Testing Level 1 Non-Destructive Test Training.
Completed various military training courses: Aviation Machinist's Mate (Jet) A School, Basic
Helicopter C School, Sikorsky RH-53D factory training, Nuclear Weapons Handling Training, A7 Airframe School, OV-10 Airframe and Powerplant Training.
References available on request.
EXHIBIT WG-4
ORGANIZATIONAL CHART
3.4.4
3.4.3
Director of Safety/Security
3.4.7
Director of Maintenance
Chief Inspector
3.4.9
3.4.5
3.4.11
!
,
Director of Training
Director of Standards
Chief Pilot
(Contract) (3.4.3)
3.4.41
3.4.12
EXHIBIT WG-5
FINANCIAL STATEMENT
Exhibit WG-5
Page 1 of 1
14-May-13
Cash Basis
ASSETS
Opening Balance
(5/14/2013)
Current Assets
Cash
Total Current Assets
600,000
600,000
TOTAL ASSETS
600,000
LIABILITIES
Current Liabilities
Long-term Liabilities
Mortgage
Other long-term liabilities
Total Long-term Liabilities
SHAREHOLDERS EQUITY
Capital Stock
Retained earnings
Net Income
Total Shareholders' Equity
TOTAL LIABILITIES & EQUITY
600,000
600,000
600,000
EXHIBIT WG-6
AFFIDAVIT OF FAA CERTIFICATION
AND COMPLIANCE
Exhibit WG-6
Page 1 of 1
ss:
,arnes K. Neff
}Chief Executive Offiavc
/ Western Global Airlines, LLC
(Signature of Notary)
Comini
(
LEGAL\16477635\1
EXHIBIT WG-7
PROJECTED FINANCIAL STATEMENTS
Exhibit WG-7
Page 1 of 3
As startup is expected late in the third quarter of 2013, the revenues and
expenses for only one full month are shown on the projected P&L Statement for Q3
2013. Numbers are shown by quarter. The company estimates that for the 13-month
period, of Q4 2013-Q3 2014 it will experience revenues of $38.75 million, expenses of
$37.97 million, and a net profit of $780,000. The profit estimate is fairly solid; though
the fuel and handling costs may differ from projection, they will in any event be
reimbursed.
Assumptions
ACMI Rate/HR
Crew(2) SOhr/Mo
Lease rate/Mo
Cash Basis
nsura nce/Mo/A/C
OPERATING REVENUE
Q2-2013*
Q3-2013**
Aircraft
Block hours
Charter Revenue
Fuel (Reinbursements)
Ground Services (Reinbursements)
Net Sales
$0
OPERATING EXPENSES
Direct Expenses
Crew Expenses(AeroPartners)
Dispatch Services(Global Ops Center)
Lease Payments
Insurance
Fuel
Maintenance
Ground Services
Total Direct Expenses
01-2014
04-2013
02-2014
03-2014
C
f$r:
C
' ',$:,
Ground Services/Mo
500,000
1.875,000
3,750,000
5,625,000
7,500,000
18,750,000
MX/Flt Hr
482,375
1,808,906
3617,813
5,426,719
7.235,625
18,089,063
Block hours/aircraft/Mo
30,000
90,000
180,000
270,000
360.000
900,000
$1,012,375
$3,773.906
$7.547,813
$11,321,719
$15,095,625
$37,739,063
66,000
247,500
495,000
742,500
990,000
2,475,000
20,000
20,000
20,000
20,000
23,000
83,000
220,000
660,000
1,320,000
1,980,000
2,640,000
6,600,000
6,667
20,001
40,002
60,003
80,004
200,010
482,375
1,808,906
3,617,813
5,426,719
7,235,625
18,089,063
200,000
750.000
1,500,000
2,250,000
3.000,000
7,500,000
30,000
90,000
180,000
270.000
360,000
1,025,042
3,596,407
7.172,815
10,749,222
320,000
128,500
175,500
175,500
205,500
320,000
1,153,542
3,771,907
7,348,315
10,954,722
14,328,629
120,000
150,000
150,000
180,000
180,000
6,500
19,500
19,500
19,500
19,500
2,000
6,000
6,000
6,000
6,000
900,000
$
35,847,073
660,000
320,000
.1
205.500
14,534
29
78,000
24,000
$
762.000
36,609,073
($320 NO)
($141,167)
$1,999
$199,498
$366,997
$561,496
$1,129,990
$320,000)
($141 167)
$1,999
$199,498
$366,997
$561,496
$1,129,990
61,999
$199,498
$366,997
$561,496
$1,129,990
Taxes on income
** Operations are projected to start September 2013, only one month of activity is reported for the quarter
Insurance, rent and utilities
Fuel/Gal
Fuel Gal/Hr
General/Administrative
Salaries, employee benefits and payroll taxes
Startup Costs
Occupancy Costs
Office supplies and Miscellaneous
Total General/Administrative Expenses
Year ended
03-2014
Rent/Mo
Office supplies/Mo
5,000
33,000
220,000
6,667
4
1,135
30,000
2,000
125
6,500 *all months 04 2013 and
2,000 beyond
Assumptions
ASSETS
Current Assets
Cash
Opening Balance
1 2,3
Q2-2013*
Q3-2013**
04-2013
01-2014
Q2-2014
03-2014
600,000
600,000
280,000
138,833
140,832
340,330
280.000
138,833
140,832
340,330
707,327
707,327
1,268,823
1,268,823
600,000
280,000
138,833
140,832
340,330
707,327
1,268,823
600,000
600,000
600,000
Fixed Assets
Long-term investments
Land
Buildings (net of depreciation)
Plant & equipment (net)
Furniture & fixtures (net)
600,000
600,000
600,000
(461,167)
(459,168)
(259,670)
107,327
(141,167)
1,999
199,498
366,997
561,496
600,000
(320,000)
280,000
138.833
140.832
340,330
707,327
1.268,823
600,000
280.000
138.833
140,832
340,330
707,327
1,268.823
600,000
(320,000)
Notes:
* Start-up phase
** Operations are projected to start September 2013, only one month of activity is reported for the quarter
1 ACMI revenue is expected to be paid currently and charter revenue is expected to be paid in advance
2 Company expects to pay its expenses as they are invoiced
3 Aircraft leases are expected to be short-term and paid monthly on a current basis
4 All fixed assets will be rented and thus no purchases of fixed assets are expected at this time
5 No mortgages or long-term debts are expected
600,000
EXHIBIT WG-8
START-UP EXPENSES
Exhibit VVG-8
Page 1 of 1
The only additional start-up costs that can be foreseen at this time are the
costs of obtaining FAA and DOT operating authority (including aircraft proving
runs); these will be attributed to the airline.
$ 95,000.00
FAA/DOT
$125,000.00
CERTIFICATION, LEGAL
50,000.00
CREW TRAINING
TOTAL
$320,000.00
50,000.00
The very modest cost of the FAA certification is due to the fact that much of
the work is being performed by operations and maintenance experts already on
staff at companies that will be providing services to the proposed operation, who
contribute their time as needed on matters such as drafting the manuals.
Apart from funding already provided or to be provided by Mr. Neff, funding will
come from cash assets on deposit in the company's bank, and, to the extent necessary,
from the assets of the two trusts that own Western Global. Verification of the assets of
the Company and these trusts, and a pledge of trust assets from the trustees of these
trusts, are contained at Exhibit WG-10.
EXHIBIT WG-9
NARRATIVE FOR MEETING
FINANCIAL FITNESS TEST
Exhibit WG-9
Page 1 of 1
320,000
$4,379,502
Total
$4,699,502
Available Cash 1
$7,380,893
Surplus
$2,681,391
Funding is drawn from assets of Western Global and the two trusts that own the company.
See Exhibit WG-8.
EXHIBIT WG-10
THIRD-PARTY VERIFICATION OF FUNDS
Exhibit WG-10
Page 1 of 5
James K. Neff
Chief Executive Officer
Western Global Air, L.L.C.
5566 Broadcast Ct.
Sarasota, FL 34240
GAIney
ice Preident
P Man Private. Bank
yon
N(:wark,
HI Si/ Hi)
'. -
I it
nrl
'WI uu:y
!id
1 ,%/ ,, 3
Page 3 ot 6
Businc_73
Mco unt Summz:-:
Hstances
Beginning Balance
596.73
Amount
3,718.730.36
$3,71q.427,14
5698.78
iS2.730.87
Transaction Detafl
Deposits &
Ored:ts
Transfers &
W:thdrawais
Ba:ance
&a,e
Description
03/30
Beginning Balance
34:23
interest : ayment
3.713.427.14
04130
Endina Balance
13,719,427.14
Totai
53.718,730.36
1696.73
1.:30.00)
P.,,ge 1 of 6
Exhibit WG-10
Page 3 of 5
"(3
(.1
r.)7,
CO
0
0.1
4,)
Exhibit WG-10
Page 4 of 5
I -
Carmit P. Neff
Trustee
The James K. Neff 2012
Irrevocable Trust
Exhibit WG-10
Page 5 of 5
Department of Transportation
Air Carrier Fitness Division
Washington, DC 20590
Dear Sir or Madam:
As trustees of the Carmit P. Neff 2012 Irrevocable Trust (the "CPN Trust"), owner
of a 50 percent share of Western Global Airlines, L,L.C., we verify that the CPN Trust
will rnake available to Western Global, from the Trust's assets, any funds required to
cover any deficit in the carrier's operations, including startup expenses as well as direct
and indirect costs, during the first year of operation,
Please contact us should you require any further information.
)cerely,
Danielle J. N
Co-Trustee
The Carmit P. Neff
2012 Irrevocable Trust
/
/ James K. Neff
'/ Co-Trustee
The Carmit P. Neff
2012 Irrevocable Trust
7
EXHIBIT WG-1 1
WARSAW WAIVER AGREEMENT
Exhibit WG-11
Page 1 of 1
AGREEMENT
The und-E;igned C;a'rri -ers (hereinafter referred to as "the Carriers') herebY a -6-re'; a.;la-owst
1. Each of the Carriers shall, effective May 16, 1966, Include the following in its conditions of carriage, including tariffs
embodying conditions of carriage filed by it with any government:
"The Carrier shall avail itself of the limitation Of liability provided in the Convention for the Unification of Certain Rules
Relating to International Carriage by Air signed at Warsaw October 12th, 1929, or provided in the said Convention as amended
by the Protocol signed at The Hague September 28th, 1955. However, In acmrdance with Article 22(1) of said Convention, or
said Convention as amended by said Protocol, the Carrier agrees thal, as to ail International transportation by the Carrier as
defined in the sold Convention or said Convention as amended by said Protocol, which, according to the contract of Carriage,
includes a point in the United States of America as a point of origin, point of destination, or agreed stopping place
(1)
The limit of liability for each passenger for death, wounding, or other bodily injury shall be the sum of US $75,000
Inclusive of legal fees and costs, except that, In case of a claim brought in a State where provision is made for
separate award of legal fees and costs, the limit shall be the sum of US $58,000 exclusive of legal fees and costs.
(2)
The Carrier shall not, with respect to any claim arising out of tha death, wounding, or other bodily injury of a
passenger, avail itself of any defense under Article 20(1) of said Convention or said Convention as amended by said
Protocol.
Nothing herein shall be deemed to affect the rights and liabilities of the Carrier with regard to any claim brought by, on
behalf of, or in respect of any person who has willfully caused damage which resulted In death, wounding, of other bodily injury
of a passenger."
2. Each Carrier shell, at the time of delivery of the ticket, furnish to each passenger whose transportation is governed by the
Convention, or the Convention as amended by the Hague Protocol, and by the special contract described In paragraph 1, the
following notice, which shall be printed In type at least as large as 10 point modern type and in ink contrasting with the stock on (i)
each ticket; (ii) a piece of paper either placed in the ticket envelope with me ticket or attached to the ticket; or (iii) on the ticket
envelope:
'ADVICE TO INTERNATIONAL PASSENGER ON LIMITATION OF LIABILITY
Passengers on a journey involving an ultimate destination or a stop in a country other than the country of origin are advised
that the provisions of a treaty known as the Warsaw Convention may be applicable to the entire journey, including any portion
entirely within the country of origin or destination. For such passengers on a journey to, from, or with an agreed stopping place
in the United states of America, the Convention and special contracts of carriage embodied in applicable tariffs provide that the
liability of
(certain
((name of carrier) and certain other] carriers parties to such special contracts for death of or personal injury to passengers is
limited in most cases to proven damages not to exceed OS $75,000 per passenger, and that this liability up to such limit shall
not depend on negligence on the part of the carrier. For such passengers traveling by a carrier not a party to such special
contracts or on a journey not to, from, or having an agreed stopping place in the United States of America, liability of the carrier
tor death or Personal injury to passengers is limited in most cases to approximately US $10,000 or US $20,000.
The names of Carriers parties to such special contracts are available at all ticket offices of such carriers and may be
examined on request.
Additional protection c'an usually be obtained by purchasing insurance from a private company. Such insurance is not
affected by any limitation of the carrier's liability under the Warsaw Convention or such special contracts of carriage. For further
information please consult your airline or insurance company representative."
3. [This Agreement was filed with the Civil Aeronautics Board of the United States. The Board approved it by Order E23680, adopted May 13, 1966, The Agreement (Agreement 18900) became effective May 16, 1966, On January 1, 1965, this
Agreement became the responsibility of the Department of Transportation (DOT) by operation of law.]
4, This Agreement may be signed in any number of counterparts, all of which shall constitute one Agreement. Any Carrier
may become a pady to this Agreement by signing a counterpart hereof and depo4lin9 it with DOT.
5. Any Carrier party hereto may withdraw from this Agreement by givin i 'welv (12) rJjpmtllswJU n no (ce f withdrawal to
DOT and the other Carriers parties to the Agreement.
(Signature and Date)
'Either alternative may he used.
(printed WME!
(Came and Arldrels e(Carner)
16'4_
EXHIBIT WG-12
PRESIDENT'S CERTIFICATION
Exhibit WG-12
Page 1 of 1
CERTIFICATr.
The contents of this application and the attached exhibits are true and correct to
the best of my knowledge and belief. Pursuant to Title 18 United States Code
Section 1001, I, James K. Neff, in my individual capacity and as the authorized
representative and CEO of Western Global Airlines, LLC, have not in any manner
knowingly and willfully falsified, concealed or failed to disclose any material fact
or made any false, fictitious, or fraudulent statement or knowingly used any
documents which contain such statements in connection with the preparation,
filing or prosecution of the application. I understand that an individual who is
found to have violated the provisions of 18 U.S.C. Section 1001 shall be fined or
imprisoned not more than five years, or both.
1.
/James K. Neff
is Chief Executive Offi
/
Western Global Airline LLC
Date:
1FGAL\16477638\1