“Winging It”

By: Pee Jay
(© 2010-2011 by the author)

The author retains all rights. No reproductions are allowed without the author's consent. Comments are appreciated at...

Below is a brief itemization of acronyms and their meanings used in the story for quick reference.

FBO - Fixed-Base-Operator

IFR - Instrument Flight Rules

TCA - Terminal Control Area

VFR - Visual Flight Rules

A&P – Airframe and Power plant

Chapter 6
"A Meeting of the Minds"

It was one o' clock Sunday afternoon when Will, along with his wife Gwyn, arrived at the appointed time. They parked in front of the FBO then let themselves in. John was talking to Adam behind the counter when they heard them come through the front door. John came around the counter to see who was there.

"Hi Will, thanks for coming and nice to see you again, Mrs. Harris," John said as he extended his hand to Will then his wife.

"John, please, it's Gwyn."

"I'm sorry. It's been a while. I forgot. Come on, there's someone I would like you to meet," John said as he placed his hand on the back of Will’s shoulder then gestured toward the office. John was eager for Will and Gwyn to meet Adam; he was sure they would like him.

Adam was on his feet watching the entourage approach him. He was feeling a little nervous and on the spot.

"Will and Gwyn, I'd like you to meet Adam. Adam, this is my boss Will Harris and his wife Gwyn."

"Nice to meet you," Adam said shaking Mrs. Harris' hand then Will's. He furnished one of his disarming smiles for Gwyn and, true to her nature; she couldn't resist the urge to respond with a sparkling smile of her own. She was a radiant and attractive woman in her own rite, not to mention poised and confident.

"So this is him." Will said in his resonant, baritone voice.

"This is him, Will. What do you think?" John purposely said that to make Adam uncomfortable and it produced the desired effect. Adam was blushing under their scrutiny while John prided himself.

Will was tongue tied at first; he wasn't sure how to respond, the gay thing was new to him. So far as he was aware, John and Adam were the only gay people he had ever met.

John couldn't help it; he started laughing and the awkward moment was diffused.

"Sorry Will, I didn't mean to put you on the spot. I was trying to make Adam blush and look at him, he's raspberry red."

They all laughed then Gwyn said, "If Will were white he would look like that, too," then she backhanded Will affectionately on his arm. Will exhaled and smiled.

John and Adam showed Will and his wife around the FBO starting in the basement then ending on the second floor. John explained how the business worked as they inspected the premises, pointing out repairs that needed attention and assets that weren’t itemized on the books. Will wanted to know when he could see the books and bank records. John said that Mr. Hughes would be there soon and could answer his question then.

When they finished inspecting the FBO, John and Adam took them over to see the hangar next door. They showed Will and his wife the planes that went with the business parked inside. John pointed out the engine pre-heaters as well as some additional equipment included in the sale.

John pointed out that the hangar was leased to an airframe and power plant maintenance business, which provided monthly revenue in the form of rent. Will wanted a copy of the lease to examine and John pointed out that both buildings had a ground lease with Capital City Airport Authority of Springfield, Illinois then Will said he wanted to see that one as well.

With nothing further to see or disclose, they made their way back to the FBO to find Mr. Hughes at his desk. John made the intros then the three of them shook hands exchanging pleasantries.

It didn't take Will long to establish a rapport with Mr. Hughes. Hughes was volunteering information beyond Will's inquiries while Will scribbled notes on a steno pad.

After some time, Mr. Hughes asked Will if he would compose a list of the things he would like to see and Will agreed. Will took a seat at the desk and made a bulleted list of those items he felt were significant. When he finished, he handed it to Mr. Hughes then the two shook hands. They engaged in some idle conversation after which, Will thanked Mr. Hughes for his cooperation, excused himself, and then left with his wife.

After Will left, Mr. Hughes was more animated than the two had ever witnessed. He was quick to praise Will and express his confidence in Will’s ability. He even suggested that they may not need a lawyer if Will handled the purchase agreement. John was quick to point out that if, in fact, events went that way; then Will should be compensated for his work and Hughes, along with Adam, agreed.

Mr. Hughes was satisfied with the meeting and thanked John and Adam for getting him involved. He was anxious to get home and continue sorting things out for the movers. He reminded the guys to lock up on their way out.

Adam was eager to hear John's take on the meeting, he personally felt good about it. John assured Adam that things went well from his perspective, too. John told Adam that it looked very promising and that they would probably own the business in the very near future. He reminded Adam that Hughes was going back to Florida later that week to close on a house. Once moved, his bargaining position would be substantially compromised.

John suggested that, with Wills help, they try to negotiate the purchase price downward. After all, they were about to enter a long term, binding agreement and they shouldn't pay the asking price, which John referred to as retail. He further buttressed his case by citing the absence of a broker, which the seller was obligated to compensate. Adam agreed then they decided to lock up for the day and go home.

When they arrived at the condo, Jim was having a snack in the kitchen and began asking a million questions. They did their best to fill him in on the details of the meeting. Adam was aware that the business didn't have a web site so he decided to quiz Jim. He retrieved three beers from the fridge, placing one in front of John and Jim then seated himself on the other side of Jim. "Jim, your company does web sites don't they?"

"Yeah, you know that. Why do you ask?"

"I'm curious, how much does it cost to have one?"

"It depends on what you want. What do you have in mind?"

Adam gave John a puzzled look. He knew how to navigate the web and how to use a computer, but beyond that; he didn't have a clue. The same was true for John who gave Adam a look and shrugged as if to say, ‘don't ask me’.

"Come on Jim, we don't know shit about that stuff that's why we're asking."

Jim smiled, he was in his element. He proceeded to rattle off much, too much information. As far as John and Adam were concerned, he may as well have spoken a foreign language. After a few minutes, Adam looked at John and rolled his eyes. He went to the fridge and held a beer up to John, who nodded indicating his assent. The two drank another beer as Jim bored them to death with computer jargon, the essence of which, neither one could comprehend. When Jim finished his dissertation, John and Adam were numb and a little sorry they asked in the first place. They thanked Jim for the information then excused themselves.

Back in Adam's room, Adam asked John, "Do you have any idea what he said?"

"None whatsoever. I'm sure he knows his shit but I couldn't tell you what he said. He's probably the one for the job though."

"I just wanted to know how much it cost and he never mentioned a price, not once," Adam concluded with a chuckle.

"I hear ya," John said flopping on the bed. "Come here you."

Monday morning Will took a call from Mr. Hughes and was told that John could pick up the books and everything else he requested later that day. Will called John from his desk and asked him to come to his office. Once inside, Will closed the door.

"So if this deal goes through are you going to quit?" As much as Will liked John, he still had a department to run and John was an integral part of it.

"No. If and when I quit, it wouldn't be until spring at the earliest. The winter months are slow and Adam can run the place with me helping after work. Pretty much the same as we've been doing for the last few months."

"I see. Do you think Adam will be okay with that? It seems like he'll be doing most of the work."

"He'll be fine. He's actually excited about it. I don't need any compensation from the business. I thought we might be able to find a way for him to get a paycheck. I mean in addition to what he makes as an instructor and flying charters; you know a salary. There's another employee that will need additional flight time and charters if we want to keep him so Adam’s income is bound to suffer as things stand at the moment."

"Sounds like you've given it some thought."

"There’s one more thing. I think we need to negotiate a lower purchase price. Hughes had a business broker and now he won't have to pay that fee with a direct sale. I think we should be able to get at least that much in a concession and hopefully more. Oh, and we talked with Hughes after you left and we three decided we would compensate you for your help; and that's final, not open to discussion, case closed."

Will chuckled, "Okay kid, have it your way. Now get back to work, you're supposed to have you're A-game, remember?"

John rose to his feet, gave Will a salute with a grin, "Yes SIR", he said then made a military turn on his heels and left the room.

That afternoon when John arrived at the airport, Hughes had all the requested documentation in two cardboard boxes. He helped John put them in his truck to deliver to Will the next day then left reminding John to lock up.

Adam was gone while Larry hung around after Hughes made his exit. Larry was skeptical but did his best to appear indifferent. He saw John carry boxes to his truck containing files and ledgers and those types of things. He knew John was an accountant but why was he entrusted with proprietary information? It was puzzling as hell.

"So Larry, you have a good weekend?" John asked.

"It was okay. The date Friday night went well and we're going out again this weekend."

"Great, I hope it goes well. Maybe you'll get lucky."

"She's not like that and I don't want her to be. I really like this one. I'm hoping for something more than a one-nighter."

John liked his response; although, it was somewhat out of character for Larry. He recalled all too well how his romance with Adam blossomed and hoped it would work out for him. Larry was a little like Adam in that he was a bit more carefree and easy going. John thought it must be a fly-boy thing and smiled at the notion.

"What's so amusing?" Larry wanted to know.

"Nothing really, you remind me a little of Adam is all."

"Don't get any ideas, Romeo."

"Don't flatter yourself, Juliet." John quipped then they both had a chuckle.

On that note, Larry bade John good night then left for home. John settled in at the desk to wait for Adam; he was out with a student and due back within the hour.

John had the idea to go upstairs and look around. He wanted to examine the possibilities the space had to offer in the event funds became scarce. He thought maybe it could be habitable should push come to shove. He had been living, for the most part, at Jim's place since he and Adam became involved. However, to formally move in was a whole other matter; one he wasn't entirely comfortable with. If he were to live upstairs at the FBO, he could save in excess of a thousand dollars per month between rent and utilities.

The more he scrutinized the area, the more tenable it appeared, to his way of thinking. The bathroom didn't have a tub or shower but that could be remedied. There was a large office in the front corner that could easily function as a bedroom and the small kitchenette could be upgraded to a bona fide one. The classroom was large enough to accommodate anything. It would handle any configuration they could possibly imagine.

"Hey babe, are you here?" Adam shouted from downstairs.

John walked over to the stairs and hollered back, "I'm up here."

Adam took the stairs two at a time then gave John a quick kiss and patted him on the ass.

"What you up to?"

"I was thinking that if the cash flow gets lean; this space could be converted to an apartment for us. You know to save money."

Adam began to assess the upstairs from a new perspective. He walked to the bathroom in the rear then back to the makeshift kitchen then examined the partitioned office. John could see the wheels turning as Adam evaluated the space in a new light.

"I like the idea a lot. The kitchen is crude but passable and the office is plenty big for a bedroom; bigger than the one we have at the condo. The bathroom is another story though, there's no shower. How do you plan to make that work?"

"We could have the bathroom and kitchen remodeled. Unfortunately, those are the two most expensive rooms to redo. On the plus side,” John said. “I stand to save about twelve thousand per year. It could be our love nest!"

"What a twit," was all Adam said as he made for the stairs so John couldn't see him smiling. It was one of those dumb things John did that he found so appealing.

"Take that back. Hey, wait up."

That evening at Jim's place, Adam mentioned the apartment upstairs idea while Jim fixed dinner. It was obvious that Jim was taken aback by the suggestion. It meant Adam would be moving out and he would be living alone should it come to pass. He wasn't big on the notion; he liked having Adam and John around for company and the bravado they provided.

"So when is that going to happen?" Jim asked.

"Not for quite some time. And it's only an idea, not cast in stone," John said trying to dispel any worries Jim might have. He was aware of the void he and Adam filled for Jim.

"Well, you guys can stay here if you want," Jim said almost pleadingly.

Jim was busy at the sink when Adam approached him from behind then wrapped his arms around his waist and squeezed resting his head on the back of Jim’s shoulder. When he moved away, he gave Jim a friendly kiss then turned and smiled at John. Adam knew his roommate was feeling somewhat despondent and sought to allay his fears. He was also aware of Jim’s affection for him; something they never discussed. John knew it too and thought it was big of Adam to do what he did.

John returned his smile thinking, 'That's my boy'.

Later that night, when they were in bed with the lights out enjoying the solitude and quiet, Adam said, "I really like the idea of the apartment upstairs at work. Did you notice the whole second level has wood floors?"

"Yeah I did. They also need refinishing. It might be less expensive to put cheap carpeting down until we have the money to refinish them."

"I would really like it if we could manage the wood floor look with area rugs. Carpeting is so … I don't know ... suburban or something."

"If we have enough money, I'm all for it. By the way, how much money do you have in the bank?"

"I think it's around six thousand more or less," Adam said. "And mom asked me if I needed more when they were here."

"Not bad," John noted. "The last time I looked, my account was just under ten grand but that was a while ago. I spent a lot in Manchester so I'm not exactly sure how much I have now."

Adam rolled to his side, lifted his leg then lowered it on John placing his hand on John’s chest stroking the soft hair on John’s pecs. He licked a few strands of John’s armpit hair that were exposed. John worked his arm under Adam's neck and rested his hand on Adam’s shoulder. They kissed for a while pausing at times to gaze into each other’s eyes then grew sleepy and drifted off.

Wednesday morning, Mr. Hughes left for Florida while John and Adam had an invite for dinner at Will's house that evening. Will wanted to discuss what he had learned from going over the books and bank records; he had some recommendations to advance.

John picked Adam up after work and the two made it to Will's house by six-thirty. After greetings and playing with Will's kids for a while, the three of them went to Will's study to talk. Will poured each of them a strong drink then they sat down to discuss Will's concerns.

Will began, "Guys, there's a few things that need to be addressed. First and most important, Hughes isn't incorporated; he's operating as a single proprietorship. That won't fly in today's litigious environment; you MUST incorporate or choose another form of limited liability. That will restrict your exposure to the assets of the business with no personal culpability and make you more insurable in the process.”

“Second, the deal must hinge upon you receiving all necessary approvals. I'm referring to the ground leases, airplane leases, and insurance policies until you can shop them. All these things are important because he has personal exposure now. When the deal closes, I want him to sell the business to a limited liability company or corporation that the two of you own. He has two airplanes he's leasing, he doesn't own them. The transfer of those leases is crucial to the deal and subsequent success of the business.”

“Thirdly, he has to concede the use of the name, 'Hughes Aviation' and all good will associated with it. That's pretty much a given in all transfer of ownership deals."

"Lastly, I spoke with Nelda and she told me that the airframe and power plant business operating in the hangar is there on a month to month basis. That has to change before the sale; Hughes has to nail him down in an assignable lease before we close. The income is crucial to meeting your monthly obligation. I would like to see a triple net lease. If that doesn't happen, then a five year renewable lease with annual increases will suffice and he has to sign personally. He's only paying one thousand dollars per month now, that's a damn good deal for him. He shouldn't have a problem signing a lease; there is no where left to go on the airport."

"We’ll definitely be a part of that conversation," John said. "I want the dude to know why we’re insisting on it. It will darn sure be a triple net lease; why should he be the exception to the rule at our expense?"

"That's a good idea, John," Will said. "He will be paying rent to you guys and he should know the reason for the lease; keep everything above board with the guy. You don't have to disclose everything; it'll make it easier to justify the lease."

"How much cash has been deposited?" John wanted to know.

"There is no record of cash deposits in the last three years; why do you ask?"

"Just as I thought,” John said. “There's cash coming in on a daily basis. You get the picture, Will?"

Will hadn't considered that, he was a numbers man. If it weren't on paper, he didn't question it. And how could he be expected to know? He hadn't spent any time around the business.

"So Hughes is pocketing the cash then?"

"Yes, or so it would seem," John verified. "The question is, how much. You haven't seen the invoices yet, they aren't numbered."

"I see. Well that's gravy for you guys. If he isn't declaring the revenue, he can't expect to be compensated for it."

Will had enough information to draw up a purchase agreement and agreed to do so. Part of their understanding was for Will to file the Articles of Organization with the State of Illinois, which was straightforward and easy enough to do. The new company would be known as, "Turner-Felstow Aviation, LLC," and would conduct business under the assumed name of, ‘Hughes Aviation’.

For the next two weeks, the negotiations went back and forth. Will lent an air of plausibility to their deliberations and served as arbiter on more than one occasion. He was fair minded and even handed protecting Hughes’ interest as well as John and Adam's.

The two parties reached an agreement in principle at the end of the two weeks. Will drew up the purchase agreement and filed the Articles of Organization for an LLC; that was his recommendation so the guys didn’t second guess him. It was evident the deal was going to go through as Hughes was in the process of moving to Florida and in a prejudiced position to continue negotiating. He was comfortable with Will and trusted him as did John and Adam.

John wanted to discuss the lease with the mechanic in the hangar. Hughes gave his consent so the two addressed the lease with the principal. They doubled the rent to two thousand dollars per month and inserted a triple net clause meaning that the tenant paid insurance, taxes, utilities and common maintenance. It was a real coup; additional income aside, they effectively lowered their expenses substantially. It wasn’t a novel approach; most commercial leases were structured that way. John knew it and pushed hard to that end.

Although there was nowhere else to go, it was still a good deal for the mechanic when compared to other facilities on the airport. It virtually guaranteed John and Adam would meet their monthly obligation to Hughes. Adam was impressed with the way John handled the dialogue. He was adept and proficient at obtaining the desired outcome.

Some weeks later, Will scheduled an afternoon off work for him and John so they could execute the purchase agreement with Mr. Hughes at Hughes Aviation. The signing would take place on a Friday afternoon then Mr. Hughes would fly back to Florida that evening. They decided to include Larry since he would be working that day anyway.

John ordered an hors d’ oeuvres tray and put two bottles of champagne in the fridge at the FBO. John and Adam planned to have a toast with Hughes, Will, and Larry after the deal was executed.

Adam wanted to invite his parents and John, much to his dismay, went along with it. That meant his parents would be spending that Friday night at the condo and John would be back at his apartment. He hated the idea but Adam wanted them there. John decided if his lover boy was happy then so was he, though his heart wasn’t in it.

The Thursday night before closing, John and Adam sat with Jim in the kitchen at the condo.

"Looks like it's finally going to happen," Jim said. "Are you guys nervous?"

"No, not at all," John replied. “It’s been long enough in the making that we have gone over every possibility. THERE IS NOTHING TO FEAR BUT FEAR ITSELF," he said paraphrasing Franklin Roosevelt.

“Dude, you're having one of those moments again," Adam said.

"And what kind of moment would that be?"

"A dickhead moment," Adam said grinning. He loved it when John left himself open like that.

"Is that anyway to talk to your partner? You realize we’re legal partners as of tomorrow?"

"Does that mean I can't be charged with rape now?"

"Hmm," John thought out loud. "If that's what you've been doing then I'm damaged goods."

"You can't rape the willing," Jim said then they all laughed. "Hey, let's have a little party to celebrate. We can invite a few friends, nothing wild and crazy. You know snacks and a few drinks; hang out in the kitchen, that kind of thing."

"We'll have to consult the board of directors," John said. "How 'bout it el presidente?"

"Fine by me," Adam said.

"The CEO has sanctioned the event," John said with a smile. "We have the green light."

Their little soirée was planned for Saturday night; Adam's parents would leave sometime that morning so they didn’t have to worry about them interfering. Jim accepted money from John and Adam and agreed to take care of the arrangements, as there was plenty for the two to do without planning a party.

Friday morning Will approached John in his cubicle. "Well, it's going to happen today, John. How do you feel about it?"

"It’s not a big deal at this point, Will. I'm actually glad it's going to wrap up today. It’s been in progress for a couple months now though it seems much longer. You know, we never talked about your fee."

"Not now John, the walls have ears. We'll talk this afternoon."

"Okay."

That morning at the FBO, Adam was nervous as could be. He didn't have anything on the schedule and couldn't keep himself seated. He tried to read the paper but couldn't maintain his concentration long enough to get through an article, so he gave up trying.

When Larry returned from his charter it didn't take him long to pick up on it. He knew something was going on. John and Adam had terminated too many conversations when he neared them lately, he knew about the party tray and champagne in the fridge upstairs. He had no idea what all the posturing of late was about and couldn’t stand the suspense any longer. He decided to confront Adam.

"What's going on Adam? You guys have been acting strange lately. And now you look like an expectant father," he grinned at his veiled reference to Adam's sexual orientation.

Adam turned away and thought about it for a minute. He decided it was as good a time as any to fill Larry in. It would only be a few more hours and the transaction would be complete. What harm could it do? He had to be told eventually anyway so why not tell him and extend the invitation? After all, they decided a while ago to invite him.

"Very funny, Larry,” Adam said. “I have something to tell you."

"Okay, spit it out."

"John and I are buying the business. Mr. Hughes will be here this afternoon and the three of us will sign the papers."

"No shit? I knew something was going on but I had no idea it was anything like that. How much are you paying?"

"I can't say, Larry. That's between the three of us, you should know that."

"Okay, okay. Are you going to let me go?"

"No way, we want you to stay. You can be employee of the month," Adam teased.

"I'm the only employee numb nuts," then Larry paused a moment and said, "I mean boss."

"That's better. I'll make a note to the file that your attitude has improved," they both had a good laugh over the exchange.

Adam invited Larry to stay. He suggested it would be a good time to say goodbye to Mr. Hughes who was living in Florida. The only reason for him to return after signing would be to help Nelda, the bookkeeper, when her house sold.

Shortly after one o' clock everyone arrived at the FBO including Adam's parents. Hughes ETA was one-thirty and John had left to pick him up at the passenger terminal. When they came in, the intros were made to all who needed them. Will, Hughes, and John and Adam used the office upstairs for privacy while the others waited downstairs.

The purchase price was the only thing that was missing. Will penned in the amount then all the parties initialed it and signed in the appropriate places. Will asked Jack Felstow to witness along with himself and the deal was done.

John and Adam were the proud owners of an aviation business. Jack, Will and Hughes left the room, Hughes with his executed contract in hand. John and Adam stayed in the office to congratulate each other behind closed doors. The others made their way upstairs to the small kitchen to prepare a toast for the new owners.

"Babe, I can't believe it," Adam said as he embraced and kissed John.

John was gripping Adam like he never had. He was so overcome with emotion all he could do was hold on as his eyes became moist. They held it for a minute then drew apart.

"Babe, your crying. What's wrong."

"Nothing's wrong, I'm happy. Come on, they're going to wonder what's up if we don't get out there."

John dried his eyes on his sleeves then blew his nose. They left their paperwork on the desk then went to join the small group of well-wishers. Life, as they had known it, was about to change.

To be continued...

Posted: 02/11/11