Served: July 3, 2014

UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION
OFFICE OF THE SECRETARY WASHINGTON, D.C.

NOTICE FOR RESUMPTION OF CERTIFICATED OPERATIONS

Docket DOT

- OST

- 2001

- 10985

Docket DOT

- OST

- 2001

- 10 986

By Order 2003

- 9

- 29, issued September 30, 2003, the Department found Aerodynamics Incorporated (“ ADI ”)

, fit to engage in interstate and foreign charter air transportation of persons, property, and mail

and issued to the air carrier certificate s of public convenience and necessity to conduct such operations.

On October 15, 2012, ADI ceased air transportation operations . O n January 7, 2013, the air carrier filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code and subsequently emerged from bankruptcy on August 12, 2013

. P ursuant to the provisions o f section 204.7 of the Department’s Aviation Economic Regulations (14 CFR 204.7), in order for ADI to recommence certificated operations, it was required to file a notice at least 45 days in advance of the date it intended

to resume service and have its fi tness re

- established.

ADI provided initial notice of its plans to resume operations on August 30, 2013

, and submitted additional information to the Department on February 28, 2014. On March 12, 2014

, the air carrier filed

a n otice of its intent to resu me certificated operations in Dockets DOT

- OST

- 2001

- 10985 and DOT

OST

- 2001

- 10986 1 and provided updated fitness information required by section 204.3 of our
regulat ions

. 2

ADI is incorporated in the S tate of Michigan

. Its corporate offices are loca ted in Beachwood, Ohio

, and

its o perations office is located in Kennesaw, Georgia. The air carrier currently operates two Embraer

145 aircr aft in on

- demand service under the provisions of 14 CFR 298 of the Department ’ s regulations.

ADI intends to resume operations as a certifica ted air carrier , conducting one flight per day in scheduled

wet lease services 3 on behalf of Tortug ’Air S. A

. (“Tortug’ Ai r”), a Haitian air carrier. The company

states that it plan s to enter into a long

- term wet lease agreement with T ortug’ Air to provide service between Fort Lauderdale, Florida, and Cap

- Haitien, Haiti

, in May 2014 using one of its two Embraer

1 ADI concurrently filed for a Waiver of section 204.7 dormancy p rovisions and a Motion for extension of time to file updated fitness i nformation. The air c arrier also filed a Motion for confidential t reatment which will be discussed further in

this Notice

. 2 Additional information supplementing ADI’s application was filed on April 17 and April 24 , 2014.

3 Pursuant to 14 CFR Part 212.4(b)(1)

.2

145 aircraft

. ADI also states that Tortug’Air holds exemption authority to operate combination service

be tween Haiti and the United States. 4

T he company project s that its operating costs for its first year of proposed operations will be approximately $1.7 million and that it will incur $15,000 in pre

- operating expenses. The air carrier submitted an income statement since its emergence from bankruptcy for the period from August 2013

- December 2013, reporting a loss of $116,644 on approximately $2.3 million in revenues. ADI also provided its most recent balance sheet date d February 28, 2014, showing current assets of $1.8 million and current liabilities of $1.9 million, indicating a negative working capital balance of $83,384.

We find ADI’s forecast to be reasonable and estimate that it will need access to approximately

$527,899

. 5 In order to meet our financial fitness requirements, ADI provided bank statements indicating the air carrier had access to funds in excess of that required to support the proposed operations. In light

of our evaluation of the financial docume nts submitted, we conclude that ADI will have access to sufficient financial resources to enable it to resume certificated operations without posing an undue risk

to consumers or their funds.

The air carrier is a who lly owned subsidiary of ADI Holdings, Inc., a Georgia corporation. ADI

Hol dings , Inc. is in turn

, a wholly owned subsidiary of Aviation Capital Partners, LLC (“ACP”), a Delaware limited liability company. ACP ’ s membership interests are owned equally by Mr. Michael John Hoyle ( 50 percent ) , ADI’s Director of Charter Sales

, and Mr. Robert J. Ward (50 percent ) , ADI’s

President and Chief Strategic Officer

. Messrs

. Hoyle and Ward are U.S. citizens and member s of ADI’s

Board of D irectors

.

ADI ’s key management personnel consist of the following individuals , all of whom are U.S. citizens. The company has submitted an affidavit attesting that it is a citizen of the United States within the meaning of the Transportation Code and that it is actually controlled by U.S. citizens

.

Mr. Rob ert J . Ward President, Chief Strategic Officer, Board Member, Owner Mr. Michael J. Hoyle Director of Charter Sales, Board Member, Owner Mr. Michael L. Hoyle Chairman of Board of Directors

Mr. Scott A. Beale Chief Executive Offi cer (“CEO”), Board Me mber Mr. Larry C. Hecht Chief Operating Officer (“COO”)/Director of Operations Mr. Gregory W. King Director of Maintenance Mr. Andrew J. Wegman Chief Pilot / Acting Director of Safety Mr. Wayne D. Rosier Chief Inspector

Mr. Robert J. Ward is ADI’s Pr esident , owner, and a member of the air carrier’s Board of D irectors since ADI’s emergence from bankruptcy in August 2013. In addition, he is ADI’s Chief Strategic Officer (January 2012

- present)

. He was employed as Vice President with The Cleveland Jet Center (June 2008

- December 2012) and Manager of Operations with Corporate Wings, LLC (January 2005

- May 2008). Mr. Ward also held several positions of increasing responsibility at Flight Options, LLC,

4 See Notice of Action Taken, Docket DOT

- OST

- 2013

- 0003, dated Ma y 12, 201 4

. 5 The $527,899 noted here is one quarter of ADI ’s forecast of approximately $1.7 million in first

- year expenses plus the $15,000 in pre

- operating costs, plus the $83,384 in negative working capital.3

including Direct or of Scheduling

, Manager of Scheduling, Operations Manager, Aircraft Crew

Scheduler , and Owner Service Representative (January 2000

- December 20 04 )

.

Mr. Michael J. Hoyle is o wner, Director of ADI’s charter sales

, and m ember of the air carrier’s Boa rd of

Directors. Previously

, he served as Director of Charter Sales with Business Aircraft Group (2012

- 2013)

and Charte r Air Transport (2007

- 2012). Mr. Hoyle also was employed as a Shift Manager for Business Aircraft Center, a fixed based operator (2000

- 2006).

Mr. Mic hael L. Hoyle is Chairman of ADI’s Bo ard of Directors

. Mr. Hoyle is currently the CEO of Business Aircraft Group, which he founded in 1995. He was also the Chairman and CEO of Charter Air Transport, Inc. (2006

- 2011). Mr. Hoyle was previo u sly employed with BPAmerica/Standard Oil, Inc. as

its Chief Pilot (1987

- 1995), Lead Pilot (1985

- 1987), and Airline Pilot (1980

- 19 85), and held similar positions with Lester Industries (1977

- 1980) and Airplane Companies, Inc. (1976

- 1977)

. Mr. Hoyle is a

g raduate of Embry Riddle Aeronautical University and is a licensed Airline Transport Pilot with over 10,000 flight hours.

Mr. Scott L. Beale, ADI’s CEO since 2011, was previously the President and Founder of The Cleveland

Jet Center

/The Paul d i ng Jet Center, a fixed base operator (2007

- 2012). Prior to that, he was the CEO and Founder/Partner at Flightworks, Inc. , an aviation consulting and aircraft management company (2000

- 2010)

, and President of Mountain Aviation , a Flightworks, Inc. subsidiary (2007

- 2010).

Mr. Beale also served as General Manager and Executive Vice President with Avtech Executive Flight

Center (1996

- 2000), General Manager and Founder of Executive Aircraft Engines (1992

- 1996), and Assistant Operations Logistics Manager with U.S. Che ck Corporation (1992

- 1996). Mr. Beale is a member of the Board of Directors of the National Air Transportation Association and Georgia Business

Aircraft Association and holds Federal Aviation Administration (“ FAA ”) licenses as an Airframe and Powerplant M echanic and Commercial Multi

- Engine Pilot

.

Mr. Larry C. Hecht ADI’s COO and Director of Operations since December 2012, was previously the COO, Vice President of Operations, Director of Operations and Chief Pilot with Flightworks, Inc. (August 2004

- April 2012). A licensed Airline Transport Pilot, Mr. Hecht was also the Director of Flight Operations with Jet Corp LLC (November 1999

- February 2004) and the Aviation Mana ger with Bowman Aviation, Inc. (June 1997

- November 1999)

.

Mr. Gregory W. King, ADI’s Dir ector of Maintenance since November 2013, is a li censed Airframe and Powerplant M echanic. He was pre viously employed by Flightworks, Inc., holding posit i ons of increasing responsibility including Director of Maintenance, Assistant Director of Maintenance, Lead Maintenance Technician, and Maintenance Technician (2004

- 2013). Mr. King also worked with Corp Jet as a Mainte nance Technician (2002

- 2004), was the owner/operator of Prestige Auto (1997

- 2002), and served in the U.S. Marines as a Helicopter Mechanic (1983

- 1987 and 1989

- 1996).

Mr. A ndrew J. Wegman, ADI’s Chief Pilot an d Acting Director of Safety joined ADI in June 2013

. P rior to that

, he was an Airline Captain for Phoenix Air (April 2012

- May 2013). Mr. Wegman also

served in the U.S. Navy as a Naval Aviator (1989

- 2012) and is a licensed Airline Transport Pilot.

Mr. Wayne D. Rosier has been ADI’ s Chief Inspector since Febru ary 2013. Previously

, he was a Lead Mechanic with Embraer Aircraft Maintenance Services (July 2008

- January 2013), a Director of4

Maintenance with Desert Aeronautics Cessna Service Center (February 2008

- July 2008), a Station Manager with Certified Aviation Services (F ebru ary 2007

- February 2008), and an Aircraft Mechanic

with Pa lm Springs Aircraft Maintenance (February 20 06

- February 2007) and Sterling Jet Service (January 2006) . Mr. Rosier also was employed as an Automobile M echanic with Taylor Automotive (October 2004

- January 2006) and was a Mechanic, Supervisor

, and Inspector with SkyWest Airlines (April 1997

- October 2004). He also served in the U.S. Air Force both in Active Duty and Reserve Duty (1989

- 1997).

ADI states that there have been no charges of fraud, felony or antitrust violations, or of unfair, anticompetitive or deceptive business practices filed against it, its owners, or its key personnel in the past 10 years. Moreover, the a ir carrier not e s th a t n e ith e r it n o r a n y of its k e y p er son n e l h a ve b ee n involv e d in a n a c c id e nt or in c id e nt i n the y e a r p r e c e ding its a ppli ca tion or a t a n y t i me in the p a st whi c h

re m a ins und e r inv e sti g a tion b y the F AA, the N a tion a l T ra nspo r t a tion S afe t y B o ar d, or the c omp a n y its e l f

. ADI identified a pending case where its CEO

, Scott Beale is a defendant in a suit filed by Flight Test Aviation, Inc

. , related to the air carrier ’s Chapter 11 reorganization. ADI states that Mr. Beale denies liability. ADI also identified a recent civil penalty of $46,000 it paid to the FAA in a now

- closed investigation in connection to an alleged violation of drug and alcohol regulations

. 6

REQUEST FOR CONFIDENTIAL TREATMENT

On March 12, 2014, ADI filed a motion for confidential treatment under 14 CFR § 302.12 (“Rule 12”)

of our rules to withhold from p ublic disclosure certain information pertaining to operating costs, revenue forecasts, ownership, charter customers, and voting interests.

On April 17, 2014, ADI amended its motion for confidential t reatment with a Notice of partial

w ithdra wal of its previous motion. The air carrier now requests to withhold from public disclosure only

the following: the forecast revenues generated by the wet lease agreement with Tortug’Air in
Attachment 9, and a bank statement from First Niagara Bank indica ting the identity of existing

customers from whom A DI had recently received charter payments in Attachment 11

. In support of its request for confidential treatment

, ADI states that “none of this information would be made available to persons outside ADI, a closely

- held company...and goes directly to the commercial viability of the planned operations for Tortug’Air

. ” 7 The air carrier also notes that disclosure of the subject materials is not independently required in the public interest and could easily inter fere with the continuation of ADI’s agreement with Tortug’Air

.

Rule 12 instructs us to evaluate requests for confidential treatment by the standards of disclosure found in the Freedom of Information Act (5 U.S.C. section 552). Information may be withhel d from disclosure under 5 U.S.C. 552(b)(4) if it is (1) commercial or financial, (2) obtained from a person outside of government, and (3) privileged or confidential ( Gulf and Western Industries, Inc. v. United States

, 615F.2d 527, 529 (D.C. Cir. 1979)).

There is no question that the informatio n for which ADI seek s confidential treatment is financial or commercial in nature and that it was obtained from a person outside the government. The remaining

6 FAA File No 2012SW910047 concerns alleged violations of drug and alcohol testing regulations while the air carrier

was under its previous ownership.

7 See Docket DOT

- OST

- 2001

- 10985, Motion to withhold information from public disclosure, at 3.5

question is whether the information is privileged or con fidential

-- whether “disclosure of the information is likely to have either of the following effects: (1) impair the Government’s ability to obtain necessary information; or (2) cause substantial harm to the competitive position from whom the information wa s obtained” ( National Parks and Conservation Association v. Morton , 498 F.2d 765,770 (D.C. Cir.1974)). Further, to be privileged or confidential, the information must not be of the type that is usually released to the public ( Gulf and Western Industries, Inc. v. United States, 615F.2d 527,530 (D.C. Cir. 1979)).

We have reviewed the material submitted and have decided to grant confidential treatment to the information for which such treatment is sought. Regarding the revenue forecast for ADI’s wet lease operations

, the Department has

, in the past, granted confidential treatment to this type of information. We also agree that public disclosure of the names, terms, and financial information of ADI ’s charter customers could substantially harm ADI’s competit ive position

.

CONCLUSION

The Department has carefully reviewed ADI’s fitness to undertake the operations at issue. No specia l issues regarding the air carrier have come to our attention and no objections have been filed in this case.

In view of the experience and background of ADI 's key personnel, we conclude that the air carrier has demonstrated that it possesses the managerial skills and technical ability to resume its certificated

operations. 8 Additionally, ADI’s key personnel are identified as U .S. citizens and the company has provided an affidavit attesting that it is a citizen of the United States within the meaning of the Transportation Code and that it is actually controlled by U.S. citizens. We also find that ADI has the proper regard for t he laws and regulations governing its services to ensure that its aircraft and personnel conform to applicable safety standards and that acceptable consumer relations practices will be

followed. The FAA advises us that it has no objections to the Departme nt’s grant of ADI’s request to resume interstate and foreign charter operations

. We have reviewed ADI’s forecast of i ts first year of operations and note that the air carrier will have sufficient financial resources available to it to enable it

to resume its certificated operations without posing an undue risk to consumers or their funds.

Since ADI has complied with the requirements of Part 204.7, we have decided to grant its request to resume interstate and foreign charter air transportation of person s, property, and mail. We also have decided to grant the air carrier a waiver of our dormancy provisions, and its request for extension of time to file updated fitness information. On April 25, 2014

, we granted oral authority to ADI to resume its certificated operations

.

We remind ADI of the limitation of its certificate s that states that should the air carrier propose to operate large aircraft, 9 we direct it to notify the Department in writing at least 45 days prior to the

8 Before authorizing an air carrier to conduct air transportation operations, the FAA also evaluates certain of the air carrier's key personnel with respect to the minimum qualifications for those positions as prescribed in the Federal Aviation Regulations. The FAA’s evaluation of these key personnel provides an added practical and in

- person test of their skills and technical ability. All of ADI’s key technical personnel have been approved by the FAA to hold their positions.

9 “Large ai r c r a f

t” is d e f i n ed as a n y ai r c r a f

t or i g i n al l y d es i g n ed to h a v e a m a x i m u m p a s s e n g e r c ap a c i t y o f more t h an 6 0

s e a ts o r a p a y l o ad c ap a c i t y o f m or e t h a n 18

, 00 0 po un d s

.6

propose d operation s and demonstrate its fitness to conduct such operations before their commencement.

We also remind the air carrier of the requirements of section 204.7 of our rules. This section provides, among other things, that (1) the certificate authority granted to a company shall be revoked if the company does not commence actual flying operations under that authority within one year of the date of the Department's determination of its fitness; (2) if the company commences operations for which it was

fou nd fit and subsequently ceases such operations, it may not resume certificated operations unless its fitness has been redetermined; and (3) if the company does not resume operations within one year of its cessation, its authori ty shall be revoked for dorma ncy.

Persons entitled to petition the Department for review of this notice under the Department’s Regulations, 14 CFR 385.30, may file their petitions within 10 days of the service date of this order.

This notice is effective immediately and the filing of a petition for review shall not alter its

effectiveness.

Dated at Washington, D.C.

, July 3

, 2014

.

By :

TODD M. HOMAN

Director Office of Aviation Analysis

An electronic version of this document is available on the World Wide Web at http://www.regulations.gov.ATTACHMENT A

SERVICE LIST FOR AERODYNAMICS INCORPORATED

MR AARON GOERLICH

GAR OFALO GOERLICH HAINBACH

1200 NEW HAMPSHIRE AVE NW

WASHINGTON DC 20036

MR BRUCE CLAMP

POI FOR AERODYNAMICS

FEDERAL AVIATION ADMINISTRATION

ATLANTA GA

MR PETER LYNCH AGC

- 300

ASST CHIEF COUNSEL FOR

ENFORCEMENT

FEDERAL AVIATION ADMINISTRATION

800 INDEPENDENCE AVE SW

WASHINGTON DC 20591 WILLIAM CH ADWICK

OFFICE OF AIRLINE INFO

DEPT OF TRANSPORTATION

1200 NEW JERSEY AVE SE

WASHINGTON DC 20590

MARK MAZOR AFS

- 900

MANAGER CSET

FAA SUITE 203B

45005 AVIATION DRIVE

DULLES VA 20166

- 7537 MS JONI MOUNT

PRODUCT MANAGER

TRANSPORT PRINT PRODUCTS

OFFICIAL AIRLINE GUIDE

2000 CLEARWATER DRIVE

OAK BROOK IL 60521

REGIONAL COUNSEL

FAA AGL

- 7 GREAT LAKES REGION HDQ

OHARE LAKE OFFICE CENTER

2300 E DEVON AVENUE

DES PLAINES IL 60018

MGR FLIGHT STANDARDS DIV

FAA AGL

- 200 GREAT LAKES REGION HDQ

O HARE LAKE OFFICE CENTER

2300 E DEVON AVENUE

DES PLAINES IL 60018

MR JAMES ZAMMAR

DIR OF REVENUE ACCOUNTING

ATA SUITE 1100

1301 PENNSYLVANIA AVE NW

WASHINGTON DC 20004

AM ASSOC OF AIRPORT EXEC

601 MADISON ST SUITE 400

ALEXANDRIA VA 22314

- 1756 MR ALLEN MUTEN

ASSISTANT TREASURER

AIRLINES REPORTING CORP

1530 WILSON BLVD STE 800

ARLINGTON VA 22209

- 2448

MR DON BRIGHT K

- 25

OFFICE OF AIRLINE INFO

DEPT OF TRANSPORTATION

400 7TH STREET SW

WASHINGTON DC 20590

MR J D MEALOR

AIRLINE DATA

COORDINATOR

INNOVATA LLC

3915 OLD MUNDY MILL RD

OAKWOOD GA 30566

- 3410

MR RICHARD DUTTON

AFS

- 900

ASST MANAGER CSET

FAA SUITE 203B

45005 AVIATION DRIVE

DULLES VA 20166

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