Winging It

"Winging It" - Part V By: Pee Jay peejay@mi.rr.com

It was one o' clock Sunday afternoon and Will, with his wife Gwyn, were right on time. They parked in front of the building and let themselves in. John was talking to Adam behind the counter when they noticed them come through the front door. John came around the counter to greet them.

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

"John, please, it's Gwyn."

"I'm sorry. It's been awhile. I forgot. Come on, there's someone I would like you to meet" John said as he put his arm behind Will and gestured toward the counter. John was noticeably excited, he wanted Will to meet Adam and like him.

Adam was on his feet watching the entourage come at 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 taking Mrs. Harris' hand then Will's. He furnished one of his disarming smiles for Gwyn and, of course, she couldn't resist the urge to respond with a toothy smile of her own. She was a radiant and beautiful woman in her own right, not to mention well poised and confident.

"So this is him?" Will said; his baritone voice almost booming.

"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 the spotlight while John was proud of himself and his devious little deed.

Will was tongue-tied; he wasn't sure how to respond, this was all new to him.

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 beet red."

They all laughed and Gwyn, who was African American herself, said, "If Will were white he would look like that now too" and she backhanded Will affectionately on the arm. Will exhaled and smiled.

John and Adam showed Will and his wife around the FBO. John explained how the business worked as they inspected the premises, pointing out repairs that needed attention soon. Will wanted to know when he could go over the books and bank records. John said that Mr. Hughes would be there soon and could answer that for him.

When they finished inspecting the FBO, John and Adam took them over to see the hangar next door. They showed Will the airplanes that went with the business that were parked inside.

John pointed out that the hangar was leased to an airframe and power plant repair business which provided a monthly income. Will wanted a copy of the lease to examine and John pointed out that both buildings had a ground lease with the airport authority and Will wanted to see that 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 and everyone shook hands exchanging pleasantries.

Will and Mr. Hughes seemed to get along fine; John had been worried about that. He wasn't sure how Hughes would react to Will being African American since it had never come up. It didn't take Will long to establish a rapport with Mr. Hughes, Hughes was volunteering information beyond Will's inquiries.

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 note of those items. When he finished, he handed it to Mr. Hughes and the two shook hands. They exchanged a few more pleasantries and Will thanked Mr. Hughes for his assistance, excused himself, and he left with his wife.

After Will left, Mr. Hughes was more animated than the two had ever seen him. He was quick to praise Will and express his confidence in Wills 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 things went that way, then Will should be compensated for his work and Hughes 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 Adam to lock up on his way out.

Adam was anxious to hear John's take on the meeting, he personally felt good about it. John assured Adam that things went well from his vantage point 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 leaving for Florida this Wednesday to find a house. Once he moved, which had to happen by the end of the month; his bargaining position would be substantially weakened.

John suggested that, with Wills help, they should try to negotiate the purchase price downward. After all, that was the asking price and they shouldn't pay retail. They both laughed and decided to lock up and go home.

When they arrived at the condo, Jim was asking a million questions and 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 went to work on 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 get one?"

"It depends on what you want. What did 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. Adam looked at John and rolled his eyes. He went to the fridge and held a beer up to John inquisitively and John nodded. The two drank a beer as Jim bored them to death with computer talk neither one came close to comprehending. When Jim finished his dissertation, John and Adam were numb and a little sorry they asked in the first place.

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

"I'm clueless. 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 you" John said and flopped 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 later that day. Will called John at 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?"

"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 the other things he does. There's also another employee that will need additional flight time and charters if we want to keep him."

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

"There is one thing Will. 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 today, remember?"

John leapt to his feet, gave Will a salute with a grin, "Yes SIR", he made a military turn on his heels, and left Will's office.

That afternoon when John arrived at the airport, Hughes had all the requested information in two cardboard boxes. John put them in his truck to deliver to Will the next day. Adam was gone and Larry was hanging around after Hughes made his exit.

"So Larry, you have a good weekend?"

"It was okay. The date Friday night was good 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 more than just a lay."

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.

"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 and they both laughed.

On that note, Larry bade John good night and went 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 an idea to go upstairs and look around. He was examining the possibilities in the event funds became scarce. Maybe the space would be habitable if push came to shove. He had been basically living at Jim's place since him and Adam became a couple. However, to formally move in was a whole other matter; one he wasn't entirely comfortable with. If he were to live upstairs he could save close to a thousand dollars per month between rent and utilities.

To John's accountant mind, it was looking very livable. The bathroom didn't have a tub or shower but that could be remodeled he thought.

"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 and gave John a hello peck.

"What you up to?"

"I was thinking that if things get tight; this space could be converted to an apartment. You know to save money."

Adam began to assess the space in a whole new light. He started walking around from the bathroom to the kitchen then the office. John could see the wheels turning as Adam processed his thoughts.

"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 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. But on the plus side, I stand to save about twelve thousand dollars 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 grinning.

"Take that back. Hey, wait up."

That evening back at Jim's place, Adam mentioned the 'apartment upstairs at work' idea while Jim fixed dinner. It was obvious that Jim was taken back at the suggestion. That 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 will that happen?" Jim asked.

"Not for quite some time. And it's only an idea, not cast in stone by a long shot" John said trying to dispel any worries Jim might have.

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

Adam wrapped his arms around Jim's waist from behind and squeezed him. When he moved away he gave Jim a friendly pat on the ass and smiled at John.

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 more money."

"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. "Last time I looked my account was just under ten grand but that was a month ago. I spent a lot in Manchester so I'm not exactly sure until those bills are paid."

Adam rolled on his side, lowered a leg on top of John and put his arm around him. John worked his arm under Adam's neck and rested a hand on his shoulder. They kissed and went to sleep.

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

John picked Adam up at work and the two were at Will's house by six-thirty. After greetings and kidding with Will's kids, the three of them went to Will's den to talk. Will poured them a strong drink and they sat down to discuss Will's findings.

Will began, "Guys, there's a few things that need to be fixed. First and most important, the old man 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 limit your losses to the assets of the business; no personal exposure and will make you more insurable.

Second, the deal must be contingent upon receiving all necessary approvals; I'm referring to assignation of the ground lease, airplane leases and insurance policies. All these things are important because he has personal exposure now. When the deal closes, I want him to sell the business to a corporation that the two of you own. He has two airplanes he's leasing, he doesn't own them. The transfer of those leases are crucial to the deal and subsequent success of the business.

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

"Lastly,I spoke with Nelda and she tells me the mechanic that operates in the hangar is on a month to month lease. 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 the 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 a 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 will definitely be a part of that conversation," John said. "I want that dude to know why and who is making the demand. It will also be a triple net lease; why should he be an 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 that guy. You don't have to disclose everything; it'll make it easier to justify the lease."

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

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

"Just as I thought, there's cash coming in on a daily basis. You get the picture Will?"

Will hadn't considered that at all, he was a numbers man. If it weren't on paper, he didn't question it. And how would he know that? He hadn't spent any time at 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 showing the revenue on paper, he can't expect to be compensated for it in the sale."

Will had enough information to draw up a purchase agreement and agreed to do so. Part of the agreement was for Will to file the Articles of Incorporation with the State of Illinois, which was easy enough to do. The new corporation would be known as, "Turner Felstow Aviation, Inc" and would be doing business under the assumed name of "Hughes Aviation".

For the next two weeks the negotiations went back and forth. Will lent an air of credibility to the process and served as referee on more than one occasion. He was fair and even handed watching out for Hughes interest as well as John and Adam's. The two party's reached an agreement in principle at the end of the two weeks; Will drew up the purchase agreement and filed the Articles Of Incorporation with the state. It was evident that the deal was going to go through as Hughes was in the process of moving to Florida and in a compromised position to continue negotiating. He was comfortable with Will and trusted him as did John and Adam.

The two handled the lease with the mechanic occupying the hangar. They increased the rent by a thousand dollars per month and the triple net lease meant that the tenant paid insurance, taxes, utilities and common maintenance. It was a real coup; additional income aside, they effectively lowered their out of pocket expenses substantially.

Although there was nowhere else to go; it was still a good deal for the mechanic when compared to other facilities at the airport. It virtually guaranteed John and Adam would meet their monthly obligation to Hughes.

Six weeks later, John and Will scheduled an afternoon off work to execute the purchase agreement with Mr. Hughes at Hughes Aviation. The signing would take place on a Friday afternoon and Mr. Hughes would fly back to Florida that evening.

John ordered an hors 'durve tray and put two bottles of champagne in the fridge upstairs at the FBO. John and Adam planned to have a toast with Hughes and Will after the papers were signed.

Adam wanted to invite his parents and John, much to his dismay, went along with it. That meant they would be spending Friday night at the condo and John would be back at his apartment. He hated the idea but Adam wanted them there. John reasoned, 'if his lover boy was happy so was he' but his heart wasnt 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 so long in the making that we have gone over every possibility. THERE IS NOTHING TO FEAR BUT FEAR ITSELF" he said quoting Franklin Roosevelt.

"Geez, 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 were 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 and 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. We'll sit around and bs."

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

"Fine by me" Adam said.

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

The get together was planned for Saturday night; Adam's parents would leave sometime that morning. Jim accepted money from John and Adam and agreed to take care of the arrangements, as there was plenty for them to do without planning the party too.

Friday morning Will approached John in his cubicle.

"Well, it's going to happen today John. How do you feel about it?"

"It doesn't seem like a big deal Will. This thing has been going on for so long I'm actually glad it's coming to an end. You know we never talked about your fee."

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

"Okay."

Adam was nervous as could be that morning. 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 a 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; and now the party tray and champagne in the fridge. What the hell could it be? 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 as he referenced Adam's orientation.

Adam turned away and thought about it for a minute. He decided it was as good a time as any to spill the beans. 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, why not invite him to stay? Maybe it would be a good gesture to include him.

"Very funny Larry. 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 you yo-yo" Larry paused. "I mean boss."

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

Adam invited Larry to stay. He suggested he could say goodbye to Mr. Hughes who was now living in Florida. The only reason for him to return would be to help Nelda, the old 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, 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 of three hundred thousand dollars and all the parties initialed it then signed in the appropriate places. Will asked Jack Felstow to witness along with himself and the deal was done.

John and Adam were now in the 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 went into the classroom to have a cheer and raise a toast to 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 just happy hon. Come on, they're going to wonder what's up if we don't get out there."

John dried his eyes on his sleeve. They left the paperwork on the desk and went to join the small group of well-wishers. Life, as they had known it, was about to change forever.

To Be Continued.