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The strange story behind the Boeing 747 once parked at Willow Run Airport

Oct 27, 2016

Until last year, there was a Boeing 747 parked at Willow Run Airport, in Ypsilanti. It looked comically out of place—most the other planes are two-seaters used by the flight school, or small jets available for charter.

Here's a video of the plane at the Thunder Over Michigan Airshow at Willow Run in 2014:

Painted white, with a giant golden rooster emblazoned on its fin, the 747 belonged to Baltia Airlines, the world’s oldest start-up airline.

Baltia was founded in August 1989 by Igor Dmitrowsky, a Latvian immigrant who’d recently sold his dairy distribution company. The airline planned to offer non-stop service from New York’s JFK Airport to Pulkovo Airport, St. Petersburg. Once the airline had that in place, Dmitrowsky said, Baltia would add routes to Belarus, Ukraine, and Georgia.

It has not gone according to plan.

... it has never flown a flight, has never earned any revenue, and has recently given up on its only airplane.

Twenty seven years later, even though the company is still extant and still raising capital, it has never flown a flight, has never earned any revenue, and has recently given up on its only airplane.

Baltia Airlines is now, as it has been for most of its existence, plane-less.

On its website, Baltia describes itself as “America’s Newest Airline,” and lists information on their frequent flyer program and the “Golden Rooster Club.”

What happened?

How does a company spend 27 years getting… nowhere?

The most generous explanation is that Dmitrowsky and other executives severely underestimated what it takes to launch an international airline, and have been plagued by bad luck, bad timing, bad judgment, overly fastidious FAA officials, and, of course, not enough money.

A less-generous explanation is that Baltia executives have been grossly negligent, or worse. Either way, the company has been nothing if not persistent.

Initially the venture seemed risky but viable. In 1991 the Department of Transportation granted Baltia authorization to fly to Leningrad and Riga, with connections from Riga to Kiev, Minsk, and Tbilisi. These rights are valuable and difficult to obtain—it was seen as a significant coup, particularly for a fledgling airline.

However, it still needed a plane. At various points throughout the 1990s Baltia, according to their SEC filings, entered into negotiations with Cathay Pacific and United Airlines to purchase an aircraft.

Nothing came of it.

Even more pressing than an airplane, though, was money—Baltia struggled to maintain sufficient capital to hold onto the DOT license. In 1999 Baltia was set to offer an IPO, but the underwriter, CIBC Oppenheimer Corp, refused to process the deal—the venture was deemed too risky. Baltia unsuccessfully sued CIBC, and numerous appeals were summarily dismissed.

In November 2001 the company listed themselves on a penny stock exchange ...

In November 2001 the company listed itself on a penny stock exchange, which is much more loosely regulated than the major exchanges. At this point Baltia had issued about fifty million shares of common stock and had burned through tens of millions of dollars.

In 2009 Baltia purchased its first plane, a 38 year old, engine-less 747-200 (the airworthiness of which was immediately called into question). The next year the company purchased a second 747-200, from Kalitta Air, a cargo-airline headquartered in Ypsilanti. Baltia then sold its first 747 at a loss of $1.6 million.

Next step, FAA certification

Baltia moved its operations from JFK to Willow Run Airport, in Ypsilanti. Everyone I spoke to said they thought this was because it was easier to obtain FAA approval in Michigan than in New York, where Baltia had already failed certification tests.

Apparently confident that FAA approval was imminent, Baltia began promoting itself as an international airline. In 2014, the company sponsored the Thunder Over Michigan Airshow, where its newly painted 747 was on display. Company executives repeatedly and confidently claimed FAA approval was forthcoming.

But it was not to be. Baltia failed the FAA evaluation—seven times. There was a problem with the deployment of the slides. (FAA does not make the records of the evaluation public.) Baltia appealed the decision, to no avail. The stock price fell below $.001. All the while it issued more and more stock, raised more and more capital.

In March of this year Baltia, apparently conceding that the FAA was never going to certify its plane, announced it was giving up on the 747-200.

Baltia was down, not out—it pivoted, and was now apparently planning to service domestic routes between Baltimore and Trenton, Islip, and Albany. The company had some nifty wordplay to back its plan up: “Baltia—essentially “BAL” + “T” / “I” / “A” (Trenton, Islip, Albany) is going to be a fast success.”

Follow the money

If all this kind of makes Baltia sound like the little airline that almost could, it’s worth taking a hard look at the financials. From inception through March 2016, Baltia has incurred a deficit of more than $119 million.

They have not flown a flight, sold a seat, delivered a package ...

To reiterate, the company has had zero revenue.

It has not flown a flight, sold a seat, delivered a package (a significant part of its revenue was to be from courier services). It is unclear where this money has gone. According to the company’s own filings, about $7.8 million was put towards the FAA certification; just under $4.5 million was used to purchase equipment (of which they recovered less than $150,000); and over $103 million is listed in the ledger under ‘General and administrative’ costs.

Baltia executives have ignored multiple requests for comment.

About $48 million was raised via the issuance of common stock—that is, from the public. The company regularly issued more stock in order to fund operating costs (which ran as much as $500,000 a month). At present there are more than 9,000,000,000 shares, which currently trade at around $.0004.

In 2015, a year in which Baltia lost $8.3 million, Dmitrowsky, the CEO, was paid $44,534; Vice President Barry Clare, $95,877; Vice President Russel Thal, $91,867. In 2014, a year in which Baltia lost $15.4 million, Dmitrowsky received $121,600; Thal, $107,800; and Clare took home $769,361. The numbers aren’t much better in other years (and their auditor has been sanctioned for omitting executive compensation in 2007 and 2009). In the first quarter of 2016, Baltia executives awarded themselves at least $484,000. (Dmitrowsky died in January.)

It gets worse.

In March of this year the SEC charged Barry Clare, Baltia’s Vice President of Finance, for acting “as an unregistered broker for sales of Baltia’s common stock”—in other words, soliciting investors and illegally pushing Baltia stock. The SEC’s description of the company is wonderfully wry:

Although Baltia has existed since 1989—ostensibly for the purpose of flying commercial flights from New York City to St. Petersburg, Russia—it has never operated a commercial flight or otherwise generated any revenue.

Between 2011 and 2015, the SEC alleged, Clare raised over $26 million, and “received transaction-based compensation of up to 20% of the proceeds.”

Clare and the SEC settled in August: Clare agreed to pay a fine of $1.07 million, without admitting or denying the charges.

And in April of this year five Baltia executives inexplicably gave themselves one billion shares.

Baltia executives have repeatedly ignored requests for comment, have not issued a public statement in months, and are delinquent in their SEC filings. (I even visited their office in Willow Run Airport. But the door is locked, the phone is disconnected, and airport officials told me they haven’t seen Baltia employees for months. The rent, though, is all paid up.)

Baltia shareholders have lost a lot of money.

I’ve spoken to investors who have lost twenty, thirty, fifty thousand dollars.

Brad Ware, an investor who lives in Virginia, estimates his losses at between $40,000 and $50,000.

“Thousands of people lost millions of dollars,” said Ware, who began investing when the stock was trading at $.48.

Susan Derrick, who had applied for a purser position with Baltia, told me she met plenty of people who have lost six figures. I’ve seen documentation asserting losses of $200,000 and $350,000 for two different individuals (neither responded to requests for interview).

For some people, this was their life savings.

According to SEC filings, Paul Ackerman invested a total of $415,000 between March 2013 and December 2014. His fifty three million shares are worth $26,500 today. (Ackerman did not return calls for comment.) A New York-based man named John Drago controls over a billion Baltia shares. A former shareholder named Chris Hoover, who had gotten close to Drago, estimates that Drago has lost “millions.” (Drago did not return calls for comment.)

The airline also seems to have paid many of its employees with stock, which is now near-worthless.

The strange world of Baltia shareholders

I had expected, when reaching out to Baltia shareholders, to encounter a unified front of outrage at the company that had lost them so much money. But this was far from the case—the world of Baltia shareholders is intensely factionalized.

There are shareholders who still defend Baltia. Some claim that the FAA is corrupt, that Baltia is a victim of a massive cover-up of industry-wide problems concerning the emergency slides.

I asked Shaun, a shareholder who requested his last name be withheld, what incentive the FAA would have in withholding Baltia’s certification.

“It could be for political reasons,” he said. “Maybe they didn’t want that route.”

It was telling, though, that no one I spoke to would invest in Baltia today.

Others told me that Dmitrowsky, the late CEO, had been too stubborn, too shortsighted—and they had faith in the new management.

It was telling, though, that no one I spoke to would invest in Baltia today.

The Baltia shareholder community exists primarily on public message boards like Investors’ Hangout and Investors’ Hub—the former has become the de facto base of the pro-Baltia camp; the latter is where the skeptics gather.

The message boards can receive thousands of hits a day. There are feverish arguments over the minutiae of FAA Certification Part 121 Phase 2, or what the latest SEC filings indicate.

New information is picked over, contested, debated.

On the nights the FAA was conducting the tests—which are not open to the public—Shaun, who lives near Willow Run, would drive over and take photographs, which the shareholders would then dissect, attempt to discern whether or not it had gone well. A successful test would mean a stock spike, and, when it comes to penny stocks, even a fluctuation of a fraction of a cent can represent enormous shifts in market value. Peeved, the FAA began shining a spotlight towards Shaun’s car, so that he couldn’t see.

Baltia is promoted, attacked, defended in these message boards. Baltia principals are invoked by first names (“Russ,” “Barry,” “Igor”). Some message boards, particularly Investors’ Hangout, are strictly moderated; dissenting views are deleted.

It can get personal.

Greg Hurley bought $1,000 worth of stock in May 2015, but, as he continued to research, he “saw red flags all over the place,” and dumped the stock a few days later.

He remained a presence on the message boards, posting messages that challenged or mocked the relentlessly pro-Baltia faction. Hurley said that the moderators would delete his posts, but he kept at it.

Other posters then identified Hurley, posted his real name and address, and began calling his house in the middle of the night, leaving threatening messages.

Hurley, far from backing off (“I don’t really know why I stay involved,” he said. “It’s just such a bizarre culture”) recently started a Facebook group called Baltia Wrecking Crew, where he posts lengthy but articulate videos (Hurley is an attorney by profession) poking holes in the pro-Baltia narrative. (In the videos Hurley is often riding a unicycle and/or wearing a bicycle helmet—this, he explained to me, is to provoke his harassers, who have mocked his unicycle-riding.)

"I thought I'd be able to pay at least one semester of my daughter's college."

It would take a very long time to disentangle the feuds, grudges, vendettas, agendas, rabble-rousing, and plain craziness within this community.

But after reading too many posts and speaking to current and former shareholders, I come away with, above all, their disappointment, a sense of soured hope.

“I thought I’d be able to pay at least one semester of my daughter’s college,” Vince Delfini, who’d purchased 500,000 shares for about $2,500 (currently worth $200), told me. “It seemed so promising.”

Last year Baltia’s white, rooster-ed 747 flew from Willow Run to a Kalitta Air maintenance facility in Oscoda, where it remains today, dormant.