TIMCO Aviation Services, Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the Quarterly Period Ended March 31, 2006
OR
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o |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the transition period from to
Commission File No. 1-11775
TIMCO AVIATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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65-0665658 |
(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.) |
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623 Radar Road
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27410 |
Greensboro, North Carolina
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(Zip Code) |
(Address of principal executive offices) |
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Registrants telephone number, including area code: (336) 668-4410
Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or
a non-accelerated filer. See definition of large accelerated filer, accelerated filer and
non-accelerated filer in Rule 12b-2 of the Exchange Act).
Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer þ
Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the
Exchange Act) o Yes þ No
Indicate the number of shares outstanding of each of the issuers classes of common equity, as of
the latest practicable date: 21,441,040 shares of common stock, $.001 par value per share, were
outstanding as of May 19, 2006.
TIMCO AVIATION SERVICES, INC.
INDEX
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Page |
Part I. Financial Information |
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Item 1. FINANCIAL STATEMENTS |
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3-4 |
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5 |
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6 |
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7-8 |
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9 |
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23 |
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33 |
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33 |
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34 |
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34 |
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34 |
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34 |
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34 |
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34 |
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Ex-31.1 |
Ex-31.2 |
2
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
(Unaudited)
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March 31, |
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December 31, |
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2006 |
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2005 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
1,445 |
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$ |
1,318 |
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Marketable securities |
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5,209 |
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13,978 |
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Accounts receivable, net of allowances of $6,494 at
March 31, 2006 and $7,446 at December 31, 2005 |
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42,595 |
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48,643 |
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Inventories |
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34,472 |
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28,681 |
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Other current assets |
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8,186 |
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7,082 |
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Net assets of discontinued operations |
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462 |
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462 |
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Total current assets |
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92,369 |
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100,164 |
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Fixed assets: |
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Fixed assets at cost |
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83,588 |
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82,676 |
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Less accumulated depreciation |
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53,857 |
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52,585 |
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Fixed assets, net |
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29,731 |
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30,091 |
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Other Assets: |
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Goodwill, net |
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26,124 |
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26,124 |
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Deferred financing costs, net |
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1,960 |
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2,251 |
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Other |
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1,496 |
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1,498 |
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Total other assets |
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29,580 |
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29,873 |
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Total assets |
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$ |
151,680 |
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$ |
160,128 |
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LIABILITIES & STOCKHOLDERS EQUITY |
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Current Liabilities: |
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Accounts payable |
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$ |
21,523 |
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$ |
21,696 |
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Accrued expenses |
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13,263 |
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13,087 |
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Accrued interest |
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841 |
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1,127 |
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Customer deposits |
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24,373 |
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21,446 |
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Current maturities of notes payable to financial
institutions |
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1,695 |
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1,562 |
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New Senior Notes due 2006 |
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1,221 |
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1,221 |
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Junior subordinated notes due 2007, net |
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663 |
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Revolving loan |
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587 |
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8,320 |
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Current maturities of capital lease obligations |
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498 |
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786 |
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Other |
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3,359 |
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3,416 |
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Total current liabilities |
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68,023 |
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72,661 |
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3
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(In Thousands, Except Share Data)
(Unaudited)
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March 31, |
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December 31, |
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2006 |
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2005 |
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Long-term Liabilities: |
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Notes payable to financial institutions, net of
current portion |
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20,856 |
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21,197 |
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Old Senior Notes due 2008 |
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16,247 |
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16,247 |
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Capital lease obligations, net of current portion |
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3,136 |
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3,187 |
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Junior subordinated notes due 2007, net |
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639 |
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Total long-term liabilities |
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40,239 |
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41,270 |
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Commitments and Contingencies (See notes) |
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Stockholders Equity: |
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Preferred stock, $.01 par value, 1,000,000 shares
authorized, none outstanding, 15,000 shares
designated Series A Junior Participating |
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Common stock, $.001 par value, 100,000,000 shares
authorized, 21,441,040 voting shares issued and
outstanding at March 31, 2006 and December 31, 2005 |
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21 |
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21 |
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Additional paid-in capital |
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344,873 |
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344,864 |
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Accumulated deficit |
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(301,476 |
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(298,688 |
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Total stockholders equity |
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43,418 |
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46,197 |
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Total liabilities and stockholders equity |
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$ |
151,680 |
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$ |
160,128 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share Data)
(Unaudited)
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For the Three Months |
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Ended March 31, |
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2006 |
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2005 |
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Revenues, net |
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$ |
85,091 |
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$ |
90,682 |
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Cost of sales |
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80,912 |
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81,264 |
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Gross profit |
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4,179 |
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9,418 |
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Operating expenses |
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5,575 |
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6,412 |
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(Loss) income from operations |
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(1,396 |
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3,006 |
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Interest expense |
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1,649 |
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2,131 |
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Charge for early conversion of notes |
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400 |
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Other income net |
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(202 |
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(339 |
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(Loss) income before income taxes and discontinued
operations |
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(2,843 |
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814 |
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Income tax benefit |
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31 |
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337 |
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(Loss) income from continuing operations before discontinued
operations |
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(2,812 |
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1,151 |
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Income from discontinued operations, net of income taxes |
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24 |
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55 |
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Net (loss) income |
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$ |
(2,788 |
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$ |
1,206 |
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Basic (loss) income per share: |
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(Loss) income from continuing operations |
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$ |
(0.13 |
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$ |
0.78 |
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Income from discontinued operations |
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0.04 |
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Net (loss) income |
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$ |
(0.13 |
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$ |
0.82 |
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Diluted (loss) income per share: |
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(Loss) income from continuing operations |
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$ |
(0.13 |
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$ |
0.17 |
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Income from discontinued operations |
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0.01 |
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Net (loss) income |
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$ |
(0.13 |
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$ |
0.18 |
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Weighted average shares outstanding: |
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Basic |
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21,441,040 |
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1,478,267 |
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Diluted |
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21,441,040 |
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6,673,165 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(In Thousands, Except Share Data)
(Unaudited)
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Total |
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Stockholders |
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Additional |
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Equity and |
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Common Stock |
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Paid-in |
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Accumulated |
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Comprehensive |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Balance as of
December 31, 2005 |
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21,441,040 |
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$ |
21 |
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$ |
344,864 |
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$ |
(298,688 |
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$ |
46,197 |
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Stock compensation expense |
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9 |
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9 |
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Net loss and comprehensive
loss |
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(2,788 |
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(2,788 |
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Balance as of
March 31, 2006 |
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21,441,040 |
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$ |
21 |
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$ |
344,873 |
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$ |
(301,476 |
) |
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$ |
43,418 |
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The accompanying notes are an integral part of these condensed consolidated financial
statements.
6
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
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For the Three |
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Months Ended |
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March 31, |
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2006 |
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2005 |
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CASH FLOWS
FROM OPERATING
ACTIVITIES: |
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Net (loss) income |
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$ |
(2,788 |
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$ |
1,206 |
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Adjustments to reconcile net (loss) income to cash
provided by operating activities: |
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Paid-in-kind interest note obligations |
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135 |
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563 |
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Unrealized gain on trading securities |
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(45 |
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Non-cash stock compensation expense |
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9 |
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Non-cash inducement charge for conversion of notes |
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160 |
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Depreciation and amortization |
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1,255 |
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1,259 |
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Amortization of deferred financing costs |
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291 |
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300 |
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(Recovery of) provision for doubtful accounts |
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(549 |
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142 |
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Sale of marketable securities, net |
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8,814 |
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Change in working capital: |
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Accounts receivable |
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6,597 |
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1,833 |
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Inventories |
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(5,791 |
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(1,106 |
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Other assets |
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(1,102 |
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(761 |
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Accounts payable |
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(173 |
) |
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3,074 |
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Customer deposits |
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2,927 |
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(387 |
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Other liabilities |
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(195 |
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788 |
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Net cash provided by operating activities |
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9,385 |
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7,071 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchases of fixed assets |
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(895 |
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(699 |
) |
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Net cash used in investing activities |
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(895 |
) |
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(699 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Borrowings under senior debt facilities |
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92,036 |
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86,833 |
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Payments under senior debt facilities |
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(99,769 |
) |
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(92,863 |
) |
Payments on capital leases |
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(339 |
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(142 |
) |
Payments on term loan with financial institution |
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(291 |
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(291 |
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Partial exercise of LJH Warrant |
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71 |
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Net cash used in financing activities |
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(8,363 |
) |
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(6,392 |
) |
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Net increase (decrease) in cash and cash equivalents |
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127 |
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(20 |
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Cash and cash equivalents, beginning of period |
|
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1,318 |
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|
293 |
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Cash and cash equivalents, end of period |
|
$ |
1,445 |
|
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$ |
273 |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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|
|
|
|
|
|
|
Interest paid |
|
$ |
(1,413 |
) |
|
$ |
(1,944 |
) |
|
|
|
|
|
|
|
Income taxes refunded |
|
$ |
31 |
|
|
$ |
337 |
|
|
|
|
|
|
|
|
7
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In Thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
|
Months Ended |
|
|
|
March 31, |
|
|
|
2006 |
|
|
2005 |
|
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued in connection with
conversion of New Senior Notes |
|
$ |
|
|
|
$ |
54,363 |
|
|
|
|
|
|
|
|
|
Common stock issued in connection with
conversion of Junior Notes |
|
$ |
|
|
|
$ |
2,642 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
TIMCO AVIATION SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2006
(Unaudited)
(Amounts and Shares in Thousands, Except Per Share Data)
1. DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION and LIQUIDITY
DESCRIPTION OF BUSINESS
TIMCO Aviation Services, Inc. (the Company), a Delaware corporation, is among the worlds largest
independent providers of aviation maintenance, repair and overhaul (MRO) services for major
commercial airlines, regional air carriers, aircraft leasing companies, government and military
units and air cargo carriers. The Company provides MRO services through its subsidiaries: (i)
Triad International Maintenance Corporation (known in the industry as TIMCO), which, with its four
active locations, is one of the largest independent providers of aircraft heavy maintenance
services in the world and also provides aircraft storage and line maintenance services; (ii) Brice
Manufacturing, which specializes in the manufacturing and sale of new aircraft seats and
aftermarket parts and in the refurbishment of aircraft interior components; (iii) TIMCO Engineered
Systems, which provides engineering services both to the Companys MRO operations and its
customers; and (iv) TIMCO Engine Center, which refurbishes JT8D engines and performs on-wing
repairs for both JT8D and CFM-56 series engines. In June 2005, the Company made the decision to
integrate its refurbishment of aircraft interior components operations within its other MRO
facilities. As a result of this decision, the Company has shut-down its Aircraft Interior Design
operations located in Dallas, Texas.
During 2005, the Company completed a significant restructuring of its capital and equity, including
a conversion of a majority of its outstanding New Senior Notes and Junior Notes to common stock and
the completion of a rights offering. See Notes 12 and 13 for further discussion. Concurrent with
the completion of the rights offering, the Company changed its capitalization by reducing the
number of authorized shares of common stock from 500,000 to 100,000 and by reducing the number of
its issued and outstanding shares of common stock by converting every forty shares of its issued
and outstanding common stock into one share of new common stock. All shares and per share data
contained herein reflects completion of the one-new-share-for-forty-old-shares reverse stock split.
On February 6, 2006, LJH, Ltd. (LJH), an entity controlled by the Companys principal
stockholder, acquired an aggregate of 5,808 shares of the Companys outstanding common stock,
consisting of 3,029 shares acquired from Loeb Partners Corporation and affiliated entities and
2,779 shares acquired from LC Capital Master Fund, Ltd. Subsequent to this transaction, LJH owns
15,386 shares, or 71.8%, of the Companys outstanding common stock.
See Liquidity below for a description of a recently completed refinancing of the Companys senior
debt.
BASIS OF PRESENTATION
The accompanying unaudited interim condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on
Form 10-Q. Pursuant to such rules and regulations, certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted. The accompanying unaudited
interim condensed consolidated financial statements should be read in conjunction with the
Companys consolidated financial statements and the notes thereto included in the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 001-11775 (the Form
10-K).
In the opinion of management, the accompanying unaudited interim condensed consolidated financial
statements of the Company contain all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position of the Company as of March 31, 2006, the results
of its operations for the three month periods ended March 31, 2006 and 2005 and its cash flows for
the three month periods ended March 31, 2006 and 2005. The results of operations and cash flows
for the three month period ended March 31, 2006 are not necessarily indicative of the results of
operations or cash flows which may be reported for the year ending December 31, 2006.
9
LIQUIDITY
In April 2006, the Company closed on a series of transactions with its principal stockholders
relating to its senior debt. First, on April 10, 2006, the Company closed on a financing
arrangement in which LJH, which currently owns 71.8% of the Companys outstanding common stock,
acquired the $17,897 Monroe Capital Loans, with affiliates of Owl Creek Asset Management, L.P.
(Owl Creek), which currently owns approximately 17% of the Companys outstanding common stock,
simultaneously acquiring a 20% participation interest in those loans. Additionally, on April 20,
2006, in conjunction with the refinancing of the CIT Group Credit Facility (see below), the Company
obtained a new $6,000 senior secured term loan from LJH (collectively with the Monroe
Capital Loans, the LJH Term Loans). The LJH Term Loans all mature on December 31, 2007, bear
interest at LIBOR plus 1.75% per annum and are secured by a lien on substantially all of the
Companys assets. Also, in conjunction with the closing of the LJH Term Loans, the Company paid in
full the CIT Term Loan (from the proceeds of the new term loan received from LJH) and entered into
other modifications, including amendments and waivers to debt covenant violations as of December
31, 2005, to the CIT Group Credit Facility. The Company also obtained waivers of all defaults and
events of defaults from LJH under the LJH Term Loans. As of April 20, 2006, and after completion of these
transactions, the outstanding aggregate amount borrowed under the Amended CIT Group Revolving Line
of Credit was $0, the CIT Group Term Loan was $0, the amount of outstanding letters of credit under
the Amended CIT Group Revolving Line of Credit was $11,434 and $9,957 was available for additional borrowing under
the Amended CIT Group Revolving Line of Credit. See Notes 7, 8, and 16 for additional information
about these financing transactions.
For the year ended December 31, 2005 and the three month period ended March 31, 2006, the Company
incurred a loss from continuing operations of $22,350 and $2,812, respectively. Also, for the year
ended December 31, 2005, the Company continued to require additional cash flow above amounts
currently being provided from operations to meet its working capital requirements. Additionally, at
certain times during 2005 and in the first quarter of 2006, the Company was not in compliance with certain financial covenants
contained in its CIT Group Credit Facility and Monroe Capital Loans. The senior lenders, however,
waived, and in some instances, amended all such events of non-compliance and as of December 31,
2005 and March 31, 2006 the Company was in compliance with all covenant requirements, as amended,
for these financing arrangements. See Note 16 for particulars.
The Companys ability to service its debt obligations as they come due, including maintaining
compliance with the covenants and provisions of all of its debt obligations is dependent upon the
Companys future financial and operating performance. That performance, in turn, is subject to
various factors, including certain factors beyond the Companys control, such as changes in
conditions affecting the airline industry and changes in the overall economy. See the Form 10-K and
this Form 10-Q for information about factors that affect the Companys performance.
The Company has significant debt under its outstanding debt and lease agreements. As a result, a
significant amount of cash flow from operations is needed to make required payments of the
Companys debt and lease obligations, thereby reducing funds available for other purposes. Even if
the Company is able to meet its debt service and other obligations when due, the Company may not be
able to comply with the covenants and other provisions under its debt instruments. A failure to
comply, unless waived by the lenders, would be an event of default and would permit the lenders to
accelerate the maturity of these debt obligations. It would also permit the lenders to terminate
their commitments to extend additional credit under their financing agreements. Additionally, the
Companys senior credit facilities provide for the termination of the financing agreements and
repayment of all obligations in the event of a material adverse change in the Companys business,
as defined. If the Company was unable to meet its obligations under its debt instruments, or if the
Company could not obtain waivers of defaults under any such agreements (including defaults caused
by the failure to meet financial covenants), the lenders could proceed against the collateral
securing these financing obligations and exercise all other rights available to them. While the
Company expects that it will be able to make all required debt payments and meet all financial
covenants in 2006, there can be no assurance that it will be able to do so.
2. STOCK COMPENSATION PLANS
In the first quarter of fiscal 2006, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 123R, Share-Based Payment, (SFAS 123R) which revises SFAS No. 123,
Accounting for Stock-Based Compensation and supersedes Accounting Principles Board Opinion
(APB) No. 25, Accounting for Stock Issued to Employees for our stock-based employee and
director compensation plans. SFAS 123R requires recognition of the cost of employee services
received in exchange for an award of equity instruments in the financial statements over the period
the employee is required to perform the services in exchange for the award (presumptively the
vesting period). Prior to the adoption of SFAS No. 123R, as permitted by SFAS No. 123, the Company
accounted for similar transactions in accordance with APB No. 25 which employed the intrinsic value
method of measuring compensation cost. Accordingly, no compensation expense was recognized in the
10
statements of operations for options granted with exercise prices equal to the fair value of the
Companys common stock on the date of grant.
Effective for the first quarter of fiscal 2006, the Company adopted the fair value recognition
provisions of SFAS No. 123R, using the modified prospective approach to transition. Accordingly,
prior year amounts have not been restated. Under the modified prospective approach, the provisions
of SFAS No. 123R are to be applied to new awards granted after December 31, 2005, and the Company
is required to recognize compensation expense for stock options granted prior to the adoption of
SFAS No. 123R under the fair value method and recognize those amounts over the remaining vesting
period of the stock options.
In the first quarter of fiscal 2006, the Company recorded compensation expense related to stock
options that increased the loss from operations and the net loss by $9 with a $0.00 per share
impact on basic and diluted earnings per share. This stock option compensation expense is included
within operating expenses within the accompanying condensed consolidated statement of operations.
As of March 31, 2006, unrecognized compensation costs related to stock options totaled
approximately $12, which will be expensed during the remainder of fiscal 2006.
As the Company adopted SFAS 123R using the modified prospective method, information for periods
prior to January 1, 2006 have not been restated to reflect the impact of applying the provisions of
SFAS 123R. The following summary presents the Companys net income and per share earnings that
would have been reported had the Company recorded stock-based employee compensation cost using the
fair value method of accounting set forth under SFAS 123.
|
|
|
|
|
|
|
Quarter Ended |
|
|
March 31, 2005 |
Net income as reported |
|
$ |
1,206 |
|
Additional expense |
|
|
(19 |
) |
Net (loss) income pro forma |
|
|
1,187 |
|
Net income per share, basic as reported |
|
|
0.82 |
|
Net income per share, diluted as reported |
|
|
0.18 |
|
Net income (loss) per share, basic pro forma |
|
|
0.80 |
|
Net income (loss) per share, diluted pro forma |
|
|
0.18 |
|
The fair value of each option grant was estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions:
|
|
|
|
|
|
|
|
|
|
|
2006 Grants |
|
|
2005 Grants |
|
Expected life |
|
5 Years |
|
5 Years |
|
Expected volatility |
|
|
70 |
% |
|
|
70 |
% |
|
Risk-free interest rate |
|
|
4.66 |
% |
|
|
3.99 |
% |
|
Dividend yield |
|
|
|
|
|
|
|
|
The expected life of stock options represents the period of time that the stock options granted are
expected to be outstanding and was based on the shortcut method allowed under SAB 107 for 2006 and
based upon historical trends for 2005. The expected volatility is based on the historical price
volatility of the Companys common stock. The risk free interest rate represents the U.S. Treasury
bill rate for the expected life of the related stock options. No factor for dividend yield was
incorporated in the calculation of fair value, as the Company has historically not paid dividends.
Pursuant to the Companys 2003 Stock Incentive Plan (the Plan, see the Companys 2005 Form 10-K
for further specifics of this plan), unless otherwise determined by the Compensation Committee of
the Companys Board of Directors, one-third of the options granted under the Plan are exercisable
upon grant, one-third are exercisable on the first anniversary of such grant and the final
one-third are exercisable on the second anniversary of such grant.
11
A summary of the Companys stock option activity and related information for the three months ended
March 31, 2006 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
Remaining |
|
|
|
Options |
|
|
Exercise Price |
|
Contractual Life |
|
Options outstanding at December 31, 2005 |
|
|
56 |
|
|
$ |
938.44 |
|
|
|
|
|
|
Options granted at market price |
|
|
1 |
|
|
|
3.70 |
|
|
|
|
|
|
Options forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at March 31, 2006 |
|
|
57 |
|
|
$ |
925.50 |
|
|
1.99 Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at March 31, 2006 |
|
|
53 |
|
|
$ |
773.67 |
|
|
1.99 Years |
|
|
|
|
|
|
|
|
|
|
|
|
3. MARKETABLE SECURITIES
The Company accounts for investments in marketable securities in accordance with SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. In accordance with SFAS No.
115, the Company has designated all marketable securities as trading securities. Trading
securities, which consisted of commercial paper at December 31, 2005 and commercial paper and
shares of common stock of UAL Corporation in settlement of a bankruptcy claim (See Note 10) at
March 31, 2006, are carried at fair value, with unrealized gains and losses included in earnings on
a current basis. The Company determines cost on a specific identification basis.
At March 31, 2006 and December 31, 2005, marketable securities consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Fair Value |
|
|
Cost |
|
|
Fair Value |
|
|
Cost |
|
Trading securities |
|
$ |
5,209 |
|
|
$ |
5,164 |
|
|
$ |
13,978 |
|
|
$ |
13,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. INVENTORIES
Inventories are stated at the lower of cost or market value. At March 31, 2006 and December 31,
2005, inventories consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Finished goods |
|
$ |
16,758 |
|
|
$ |
16,374 |
|
Work in progress |
|
|
15,943 |
|
|
|
10,778 |
|
Raw materials |
|
|
1,771 |
|
|
|
1,529 |
|
|
|
|
|
|
|
|
|
|
$ |
34,472 |
|
|
$ |
28,681 |
|
|
|
|
|
|
|
|
12
5. DEFERRED FINANCING COSTS
Costs associated with obtaining financing are included in the accompanying condensed consolidated
balance sheets as deferred financing costs and are being amortized over the terms of the loans to
which such costs relate. The cost and accumulated amortization of deferred financing costs as of
March 31, 2006 and December 31, 2005 is as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
Original basis |
|
$ |
8,543 |
|
|
$ |
8,543 |
|
Accumulated amortization |
|
|
(6,583 |
) |
|
|
(6,292 |
) |
|
|
|
|
|
|
|
|
|
$ |
1,960 |
|
|
$ |
2,251 |
|
|
|
|
|
|
|
|
6. DISCONTINUED OPERATIONS
In December 2005, the Company received notice of a payment from the liquidating trust of a former
customer of its distribution operations (which were sold in fiscal 2000). The payment related to a
previously written off accounts receivable from a customer that filed for bankruptcy protection.
The payment, which approximated $462, was received subsequent to March 31, 2006. The Company has
reflected this amount within net assets of discontinued operations within the accompanying
condensed consolidated balance sheet for the periods ended March 31, 2006 and December 31, 2005.
7. SENIOR CREDIT FACILITIES
On April 12, 2005, the Company closed on a financing arrangement with Monroe Capital Advisors LLC
in which the Company obtained a $7,000 senior secured term loan and a $3,000 delayed draw term loan
designated for capital expenditures. Additionally, Monroe Capital acquired the $8,000 senior
secured term loan previously made to the Company by Hilco Capital LP. The original $8,000 term
loan due to Hilco Capital (and acquired by Monroe Capital as part of this financing) and the new
$7,000 term loan (collectively the Term Loans) were set to mature on December 31, 2007. The Term
Loans bore cash interest at the annual rate of LIBOR (which for purposes of the Term Loans was
never to be lower than 2.25%) plus 6.00% and PIK interest at the rate of 2.00% per annum.
Borrowings for capital expenditures made under the $3,000 delayed draw term loan (the Monroe
Capital Line of Credit and together with the Term Loans the Monroe Capital Loans) were payable
in monthly installments (as set forth in the financing agreement), with the balance due on December
31, 2007. The Monroe Capital Line of Credit bore cash interest at the per annum rate of LIBOR
(which for purposes of the Monroe Capital Line of Credit was never to be lower than 2.25% nor
greater than 5.00%) plus 6.00% and PIK interest at the rate of 1.00% per annum. Borrowings under
the Monroe Capital Loans were secured by: (i) a first lien on the assets that the Company acquires
or refinances with the Monroe Capital Line of Credit, and (ii) a second lien on substantially all
of the Companys other assets.
The financing agreements related to the Monroe Capital Loans contained certain financial covenants
regarding the Companys financial performance and certain other covenants, including limitations on
the incurrence of additional debt and restrictions on the payment of dividends, and provided for
the termination of the Monroe Capital Loans and the repayment of all debt in the event of a change
in control, as defined. In addition, an event of default under the Companys CIT Group Credit
Facility (described below) would also result in a default under the Monroe Capital Loans. At
certain times during 2005, the Company was not in compliance with certain covenants contained in
the Monroe Capital Loans. On April 10, 2006, LJH acquired the Monroe Capital Loans. See Note 16
for further details regarding this financing arrangement.
In connection with the Monroe Capital Loans and related amendments, the Company paid aggregate fees
of approximately $943. These fees were to be amortized as deferred financing fees over the term of
the new loans (See Note 16).
In April 2004, the Company refinanced all of its senior debt. In the new financing, the Company
obtained the CIT Group Revolving Line of Credit, which was a $35,000 senior secured revolving line
of credit, and the CIT Group Term Loan, which was a $6,400 senior secured term loan. The CIT Group
Revolving Line of Credit was due December 31, 2007 and bore interest, at the Companys option, at
(a) Prime plus an advance rate ranging from 0.00% to 0.75%, or (b) LIBOR plus an advance rate
ranging from 2.50% to 4.00%, with the advance rates contingent on the Companys leverage ratio.
The Company has currently elected the Prime option for the outstanding revolving line of credit.
Also, in accordance with the requirements of EITF 95-22, the Company has presented the revolving
line of credit as a short-term obligation. The CIT Group Term Loan was due in quarterly
installments of $291, which commenced on October 1, 2004, with the final quarterly installment set
to be
13
paid on December 31, 2007. The CIT Group Term Loan bore interest at the prevailing rate of the CIT
Group Revolving Line of Credit plus one percent. Also, the CIT Group Credit Facility contains
certain financial covenants regarding the Companys financial performance and certain other
covenants, including limitations on the incurrence of additional debt and restrictions on the
payment of dividends, and provides for the termination of the CIT Group Credit Facility and
repayment of all debt in the event of a change in control, as defined. In addition, an event of
default under the Monroe Capital Loans (described above) will also result in a default under the
CIT Group Credit Facility. At certain times during 2005 and during the first quarter of 2006, the
Company was not in compliance with certain covenants contained in the CIT Group Credit Facility.
The senior lenders, however, waived, and in some instances, amended all such events of
non-compliance and as of December 31, 2005 and March 31, 2006, the Company was in compliance with
all covenant requirements, as amended.
Borrowings under the CIT Group Credit Facility are secured by a lien on substantially all of the
Companys assets. Borrowings under the revolving line of credit are based on a borrowing base
formula that takes into account the level of the Companys receivables and inventory. Further, the
amounts that the Company can borrow under the revolving line of credit are affected by various
availability reserves that can be established by the lenders under the financing agreement, and the
Companys borrowings under the revolving line of credit were limited based on the ratio of the
Companys debt to EBITDA. Finally, the agreement relating to the revolving line of credit requires
that at the time of each additional borrowing, the Company must make various representations and
warranties to its lenders regarding its business (including several reaffirming that there have
been no changes in the status of specific aspects of the Companys business that could reasonably
be expected to have a material adverse effect upon the business operation, assets, financial
condition or collateral of the Company and its subsidiaries taken as a whole), and be in compliance
with various affirmative and negative covenants, all as more particularly set forth in the
agreement. As of March 31, 2006, the outstanding aggregate amount borrowed under the CIT Group
Revolving Line of Credit was $587, the outstanding CIT Group Term Loan was $4,654, the amount of
outstanding letters of credit under the CIT Group Revolving Line of Credit was $11,434, and $5,176
was available for additional borrowing under the CIT Group Revolving Line of Credit.
See Note 16 for information regarding recent modifications to the CIT Group Credit Facility and
Monroe Capital (now LJH) Term Loans.
8. TERM LOAN TO A RELATED PARTY
In April 2004, the Company entered into an agreement with its principal stockholder pursuant to
which it combined all of its previously outstanding debt (principal plus accrued and unpaid
interest) with its principal stockholder into a related party term loan due on January 31, 2008
(the LJH Original Term Loan). The LJH Original Term Loan combined a $1,300 loan relating to the
Brice acquisition, a $6,050 related party term loan made in May 2003, a $900 obligation related to
the AMS inventory purchase, a $5,000 loan which replaced the Companys previous term loan with Bank
of America and PIK interest previously paid on these obligations. The LJH Original Term Loan bore
interest at 18% per annum, 6% of which was payable in cash (or at the Companys option,
payable-in-kind) and the balance of which was payable-in-kind (PIK). Additionally, the PIK
interest balance compounded into principal debt semi-annually in January and August. The LJH
Original Term Loan was pari-passu with the New Senior Notes, but was secured by a lien on
substantially all of the Companys assets. The LJH Original Term Loan also contained cross
acceleration provisions if the Companys obligations to the CIT Group and Monroe Capital were
accelerated.
In October 2005, the Companys registration statement on Form S-1 with respect to a rights offering
became effective. As a part of the rights offering, the Company agreed to allow its principal
stockholder the use of the LJH Original Term Loan as consideration (on a dollar-for-dollar basis)
for the purchase of a portion of the shares that it was permitted to purchase in the rights
offering. On November 22, 2005, the Company closed on a subscription from its principal
stockholder to purchase 3,960 shares of the Companys common stock for an aggregate purchase price
of $19,007 (the then current balance of the LJH Original Term Loan) using the proceeds of the LJH
Original Term Loan. See Note 13 for further details of the rights offering.
In April 2006, the Company closed on a new financing arrangement with LJH. See Note 16 for further
information about this new financing arrangement.
14
9. SUBORDINATED NOTES
8% SENIOR SUBORDINATED PIK NOTES DUE 2006
In February 2002, in connection with a capital and debt restructuring, the Company issued $100,000
face value, in aggregate, principal amount of 8.0% senior subordinated convertible paid-in-kind
(PIK) notes (New Senior Notes), which mature on December 31, 2006. On March 8, 2005, in
conjunction with the Companys January 2005 offering and consent solicitation (see Note 12), the
Company received tenders and related consents from holders of 47.0% in aggregate principal amount
of the New Senior Notes. Additionally, on October 12, 2005, in conjunction with the Companys
August 2005 offering and consent solicitation (see Note 12), the Company received tenders and
related consents from holders of 98% in aggregate principal amount of the then remaining New Senior
Notes. After consummation of the tender offers and as of March 31, 2006, $1,221 of New Senior
Notes remained outstanding.
The remaining New Senior Notes bear interest from the date of issuance and are payable at the
Companys option either in cash or PIK through the issuance of additional New Senior Notes
semiannually on June 30 and December 31 of each year. The New Senior Notes are redeemable for cash
at the Companys option during 2006 at 77.5% of par value, plus accrued interest through the date
of redemption. The New Senior Notes also provide that the holders will receive a fixed number of
shares of common stock if the New Senior Notes are redeemed in 2006.
If the remaining New Senior Notes have not already been redeemed or repurchased, the New Senior
Notes, including those New Senior Notes previously issued as paid-in-kind interest and all accrued
but unpaid interest, will automatically convert on December 31, 2006 into 71 shares of common
stock. Holders of New Senior Notes will not receive any cash payment representing principal or
accrued and unpaid interest upon conversion; instead, holders will receive a fixed number of shares
of common stock and a cash payment to account for any fractional shares.
8 1/8% SENIOR SUBORDINATED NOTES DUE 2008
In 1998, the Company sold $165,000 of senior subordinated notes (Old Notes) with a coupon rate of
8.125% at a price of 99.395%, which mature on February 15, 2008. On February 28, 2002, $149,000
face value of these notes were cancelled as part of a note exchange in exchange for cash and
securities, and substantially all of the covenants contained in the indenture relating to the
remaining Old Notes were extinguished. As a result of the 2002 exchange offer and consent
solicitation, $16,247 in aggregate principal amount, net of unamortized discount, of Old Notes
remain outstanding at March 31, 2006. Interest on the Old Notes is payable on February 15 and
August 15 of each year. The Old Senior Notes are general unsecured obligations, subordinated in
right of payment to all existing and future senior debt, including indebtedness outstanding under
the Amended CIT Group Revolving Line of Credit and the LJH Term Loans, and under senior credit
facilities which may replace these facilities in the future, and the New Senior Notes. In addition,
the Old Senior Notes are effectively subordinated to all secured obligations to the extent of the
assets securing such obligations, including the Amended CIT Group Revolving Line of Credit and the
LJH Term Loans. The Old Notes are redeemable, at the Companys option, in whole or in part, for
100% of the redemption price, plus accrued and unpaid interest and liquidated damages, if any.
8% JUNIOR SUBORDINATED PIK NOTES DUE 2007
In September 2002, the Company issued $4,000 face value, in aggregate, junior subordinated
convertible PIK notes (Junior Notes). On March 8, 2005, in conjunction with the Companys
January 2005 offering and consent solicitation (see Note 12), the Company received tenders and
related consents from holders of 75.2% in aggregate principal amount of the Junior Notes.
Additionally, on October 12, 2005, in conjunction with the Companys August 2005 offering (see Note
12), the Company received tenders from holder of 33% in aggregate principal amount of the then
remaining Junior Notes.
The remaining Junior Notes bear interest at 8% and mature on January 2, 2007. Interest on the
Junior Notes is payable, at the Companys option, either in cash or paid-in-kind through the
issuance of additional notes semiannually on June 30 and December 31 of each year. The Junior
Notes were recorded as of September 20, 2002 (the effective date) at the then current fair value of
$2,500. As a result of the Companys tender offers, the current fair value (as of March 31, 2006)
approximates $663. The discount on these Junior Notes is being accreted to the redemption value of
the Junior Notes at maturity in January 2007.
The remaining Junior Notes are redeemable for cash at the Companys option at 77.5% of par value,
plus accrued interest through the date of redemption. The Junior Notes also provide that the
holders will receive a fixed number of shares of common stock if the Junior Notes are redeemed in
2006.
15
If the remaining Junior Notes have not already been redeemed or repurchased, the Junior Notes,
including those Junior Notes previously issued as paid-in-kind interest and all accrued but unpaid
interest, will automatically convert on January 2, 2007 into 39 shares of common stock. Holders of
Junior Notes will not receive any cash payment representing principal or accrued and unpaid
interest upon conversion; instead, holders will receive a fixed number of shares of common stock
and a cash payment to account for any fractional shares.
10. COMMITMENTS AND CONTINGENCIES
LITIGATION AND CLAIMS
The Company is involved in various lawsuits and contingencies arising out of its operations in the
normal course of business. In the opinion of management, the ultimate resolution of these claims
and lawsuits will not have a material adverse effect upon the financial condition or results of
operations of the Company.
In November 2005, the Company was named as the defendant in a lawsuit which alleges that the
Company breached a purported verbal agreement for indemnification. The suit seeks damages of
$6,600, plus interest, costs and attorneys fees. While the Company does not believe that any such
indemnification agreement exists, believes that it has meritorious defenses to the claim and
intends to vigorously defend the lawsuit, there can be no assurance as to its outcome. As of March
31, 2006, no amounts related to this lawsuit have been recorded within the accompanying condensed
consolidated financial statements.
In January 2006, the Company was sued by it former President and Chief Operating Officer for breach
of his employment agreement and for related claims under North Carolina employment law. This
lawsuit seeks unspecified monetary damages and declaratory relief regarding the scope and
applicability of the non-compete contained in the former employees employment agreement. The
Company terminated the employee for cause under his employment agreement and the Company is
vigorously defending this lawsuit. Also, the Company has filed a countersuit against the former
employee for, among other matters, misrepresentation and breach of contract. While the Company
believes that it has meritorious claims and defenses, there can be no assurance as to the outcome
of the lawsuit.
ENVIRONMENTAL MATTERS
The Company is taking remedial action pursuant to Environmental Protection Agency and Florida
Department of Environmental Protection (FDEP) regulations at TIMCO-Lake City. Ongoing testing is
being performed and new information is being gathered to continually assess the impact and
magnitude of the required remediation efforts on the Company. During 2003, based upon the most
recent cost estimates provided by environmental consultants, it was estimated that the total
remaining testing, remediation and compliance costs for this facility was approximately $810.
Additionally, during 2003 the Company secured an insurance policy to comply with the financial
assurances required by the FDEP. Subsequent to 2003, the Company has proceeded with its
remediation plan with no significant change in the estimated compliance costs and has maintained
its insurance policy to comply with the financial assurances required by the FDEP.
Testing and evaluation for all known sites on TIMCO-Lake Citys property is completed and the
Company has commenced a remediation program. The Company is currently monitoring the remediation,
which will extend into the future. Based on current testing, technology, environmental law and
clean-up experience to date, the Company believes that it has established an accrual for the
estimated costs associated with its current remediation strategies. Additionally, there are other
areas adjacent to TIMCO-Lake Citys facility that could also require remediation. The Company does
not believe that it is responsible for these areas; however, it may be asserted that the Company
and other parties are jointly and severally liable and are responsible for the remediation of those
properties.
Accrued expenses in the accompanying March 31, 2006 and December 31, 2005 condensed consolidated
balance sheets include $713 and $650, respectively, related to obligations to remediate the
environmental matters described above. As of March 31, 2006 and December 31, 2005 the Company has
no receivables from the insurance provider for these exposures. Future information and
developments will require the Company to continually reassess the expected impact of the
environmental matters discussed above. Actual costs to be incurred in future periods may vary from
the estimates, given the inherent uncertainties in evaluating environmental exposures. These
uncertainties include the extent of required remediation based on testing and evaluation not yet
completed and the varying costs and effectiveness of remediation methods. In the opinion of
management, the ultimate resolution of these environmental exposures will not have a material
adverse effect upon the financial condition or results of operations of the Company.
16
OTHER MATTERS
In February 2006, a settlement agreement for unsecured claims was reached with a current customer
of the Company (UAL Corporation) relating to their filing for protection under Chapter 11 of the
United States Bankruptcy Code in fiscal 2002. Pursuant to the UAL Corporation plan of
reorganization, the Company received 5 shares of common stock in the reorganized company based on
the Companys unsecured claim as compared to the total of all unsecured claims. Based on the stock
price of the reorganized company on February 2, 2006, which approximated $35.89 per share, the
Company recorded an offset to operating expenses of $164 within the accompanying condensed
consolidated financial statements for the three month period ended March 31, 2006. See Note 5.
The Company has employment agreements with all of its executive officers and certain of its key
employees. The employment agreements provide that such officers and key employees may earn
bonuses, based upon a sliding percentage scale of their base salaries, provided the Company
achieves certain financial operating results, as defined. Further, certain of these employment
agreements provide for severance benefits in the event of a change of control. In December 2005,
the Company terminated several executive officers and key employees. Accrued expenses in the
accompanying March 31, 2006 and December 31, 2005 condensed consolidated balance sheets include
$1,750 and $2,100, respectively, related to potential severance obligations due collectively to
these individuals.
On November 1, 2005, the Company entered into an operating lease agreement with the Allegheny
County Airport Authority (Pittsburgh, PA) for an engine test cell facility to be used for the
repair and overhaul of CFM-56 engines. The initial term of the lease is 10 years with a
cancellation option after 5 years. The lease arrangement also maintains two 5-year renewal
options. Rental payments are contingent upon revenues generated by the Company within this
facility and range from $0.50 per square foot to $7.00 per square foot annually.
On April 15, 2005, the Company entered into an operating lease agreement with Maxus Leasing Group
for tooling and other equipment to be used for the repair and overhaul of CFM-56 engines. The
initial term of the lease is 48 months with a cancellation option, contingent upon the payment of a
cancellation fee, after the first 12 months, and purchase options available to the Company at the
end of each 12-month period. Rental payments approximate $1,320 per year, with the Company also
responsible for insurance, taxes, and other upfront expenditures.
11. RELATED PARTY TRANSACTIONS
As partial consideration for the funding of a $6,050 term loan with the Company principal
stockholder in 2003, of which this amount has become part of the LJH Original Term Loan (see Note
8), the Company issued a warrant (the LJH Warrant) to LJH to acquire, for nominal consideration,
30% of the Companys outstanding common stock (on a fully-diluted basis) as of the day the warrant
is exercised. The warrant is exercisable on or before January 31, 2007. The warrant valuation, as
determined by an independent business valuation specialist through a fair market value assessment
of the Company, was recorded at $1,258 in 2003. The Company recorded the value of this warrant as
deferred financing costs and was amortizing this amount to expense over a three-year period (the
original period of this loan). In conjunction with the Companys rights offering (see Note 13),
and as a result of the use by its principal stockholder of the entire balance of the LJH Original
Term Loan as consideration for its purchase of shares in the rights offering, the Company wrote-off
the unamortized deferred financing balance (approximately $710) at the closing of the rights
offering.
In January 2005 and August 2005, the Company extended offers for early conversion of its New Senior
Notes and Junior Notes. As part of these offers, LJH agreed to certain amended terms with respect
to the LJH Warrant. Upon the completion of the Companys tender offers, LJH partially exercised
the LJH Warrant. As a result of these partial exercises, the Companys principal stockholder
received 1,774 shares and 1,514 shares, during the January 2005 and August 2005 tender offers,
respectively, of the Companys authorized but unissued common stock. Additionally, upon the
maturity of the remaining untendered New Senior Notes and Junior Notes, which is to occur on
December 31, 2006 and January 2, 2007, respectively, and the automatic conversion of these notes
into common stock, LJH will have the right to exercise the remainder of the LJH Warrant to receive
an additional 47 shares of common stock. See Note 12 for specifics of these tender offers.
During 2006, the Company has obtained some of its contract labor through Aviation Partners, a
contract labor firm owned by an immediate family member of the Companys former Chief Executive
Officer. Management believes that the fees charged by Aviation Partners are not less favorable to
the Company than those generally made available by unrelated third party contract labor firms.
Total contract labor fees paid to Aviation Partners through March 31, 2006 were $916, and as of
March 31, 2006, the Company owed Aviation Partners approximately $55, which is included within
accounts payable within the accompanying condensed consolidated balance sheet.
17
The Companys President and Chief Operating Officer serves as an officer and director and is a
stockholder of Human Performance Services Company (HPSC). HPSC has in the past and currently
provides advisory services to the Company. During the first quarter of 2006, the Company was
billed $77 for services rendered by HPSC. Management believes that the fees paid for these
advisory services were no greater then those that would be charged by an unrelated third party and
the Companys President and COO received no direct compensation for amounts paid to HPSC for
performing services on the Companys behalf.
One of the Companys board of directors is a stockholder in Akerman Senterfitt, which has in the
past and continues to perform legal services for the Company. Management believes that the fees
paid to Akerman Senterfitt were no greater then those that would be charged by an unrelated third
party. The Company was billed $118 for the services rendered by Akerman Senterfitt in the first
quarter of 2006. The Companys board member received no direct compensation from amounts paid to
Akerman Senterfitt for performing services on the Companys behalf.
In 2002, an entity controlled by the Companys principal stockholder acquired the operating assets
of Aviation Management Systems, Inc. (AMS) located in Phoenix, Arizona. Additionally, this entity
assumed a lease with the City of Phoenix for facilities previously leased by AMS at the Goodyear
Airport. In 2003, the Company entered into an operating sublease agreement with its principal
stockholder to operate its business in these facilities. This sublease expired in April 2006, and
the Company continues to lease this facility on a month-to-month lease arrangement. The sublease
requires rental payments of $432 annually. Under the sublease agreement, the Company is also
responsible for insurance, taxes and charges levied by the City of Phoenix. Further, in 2004, the
Company entered into an equipment lease with its principal stockholder with respect to certain
equipment and tooling used at the Goodyear facility (which equipment and tooling had been acquired
by the Companys principal stockholder in the AMS bankruptcy proceedings). The lease, which is
recorded as a capital lease, is for a two-year term and requires monthly payments of $74.
Management believes that the facility and equipment lease are on terms not less favorable to the
Company than could be obtained from an unaffiliated third party.
During 2002, the Company sold certain real estate and fixtures located in Dallas, Texas, to the
Companys principal stockholder. The gross sale price for these assets was approximately $2,400,
which was the estimated fair market value, based on a third party appraisal, on the sale date.
Simultaneous with this sale, the Company entered into a lease agreement with the principal
stockholder for substantially all of these assets. The term of this lease was ten years. Annual
rental payments were approximately $300 per year, with the Company being responsible for, among
other things, taxes, insurance and utilities. The sale and resulting leaseback qualified for sale
leaseback accounting pursuant to SFAS No. 98, Accounting for Leases. The Company initially
deferred the gain on sale of approximately $1,700 and was amortizing this gain to income over the
term of the lease agreement as an offset to rent expense. In September 2005, the Company entered
into an amendment to this operating lease which, among other matters, converted the lease
arrangement to a month-to-month commitment. See the Form 10-K for further details of this
transaction.
12. OFFERING AND CONSENT SOLICITATION
JANUARY 2005 TENDER OFFER
In January 2005, the Company extended an offering and consent solicitation relating to the New
Senior Notes and the Junior Notes. Under the contractual terms of the New Senior Notes and the
Junior Notes (collectively, the Notes), the Notes will automatically convert at their maturity
into a fixed number of shares of the Companys authorized but unissued common stock unless, prior
to their maturity, the Notes are redeemed in accordance with their terms for cash and additional
shares of common stock.
In the offering and consent solicitation, the Company offered holders of the Notes the right to
receive a 15% premium payable in shares of its common stock if the holders agreed to an early
conversion of their Notes into common stock during the conversion period, which expired on March 8,
2005. The Company also solicited consents from the holders of its New Senior Notes and Junior Notes
to remove all material covenants contained in the indentures, including the covenant restricting
the amount of senior debt that the Company may incur and the covenant requiring the Company to
redeem the Notes upon a change of control. If the holders tendered their Notes, they automatically
consented to the proposed amendments to the indentures. To become effective for each class of
Notes, the amendments required the consent of a majority of the holders of the Notes (excluding
from this computation the Notes held by the Companys principal stockholder).
In accordance with the terms of the offer, all Notes that were properly tendered were accepted for
early conversion. The Company received consents representing a majority in aggregate principal
amount of the outstanding Junior Notes, and accordingly, the proposed amendments to the indenture
governing the Junior Notes became effective. Since the Company did
18
not receive consents representing a majority in aggregate principal amount of the outstanding New
Senior Notes in this consent solicitation, the indenture governing the New Senior Notes was not
amended at the closing of the January 2005 tender offer (see, however, the August 2005 tender offer
below).
The Company received tenders and related consents from holders of 47.0% in aggregate principal
amount of the New Senior Notes and tenders and related consents from holders of 75.2% in aggregate
principal amount of the Junior Notes. Based on the level of premium shares that have been issued
(see below), for this offering and consent solicitation, the Company recorded an inducement charge
of $160 and incurred related transaction expenses of $240. The aggregate inducement charge of $400
is included in charge for early conversion of notes within the accompanying condensed consolidated
statements of operations for the period ended March 31, 2005.
At the closing of the offer, the Company issued 3,648 shares of its authorized but unissued common
stock to the holders of the New Senior Notes who tendered in the offer (including 476 premium
shares), 201 shares of its authorized but unissued common stock to the holders of the Junior Notes
who tendered in the offer (including 26 premium shares), and 1,774 shares to LJH in connection with
its partial exercise of the LJH Warrant. See Note 11 for information about the LJH Warrant.
AUGUST 2005 TENDER OFFER
In August 2005, the Company announced an offering to the holders of its remaining New Senior Notes
and Junior Notes, and solicited consents from the holders of the remaining New Senior Notes to
proposed amendments governing the New Senior Note indenture. If the holders of the New Senior
Notes tendered their notes, they were automatically consenting to the proposed amendments to the
indenture, which included the removal of all material covenants contained in the indenture,
including the covenant restricting the amount of senior debt that the Company may incur and the
covenant requiring the Company to redeem the New Senior Notes upon a change of control. No such
consent was sought from the holders of the outstanding Junior Notes since the covenant protections
related to the Junior Notes were previously eliminated as a result of the Companys January 2005
tender offer (see above). This offering and consent solicitation, which was amended in September
2005, offered the remaining holders of its New Senior Notes and Junior Notes the right to receive a
15% premium for agreeing to an early conversion of their Notes into shares of the Companys
authorized but unissued common stock.
The Company received tenders and related consents from holders of 98% in aggregate principal amount
of its outstanding New Senior Notes and tenders from the holders of 33% in aggregate principal
amount of its outstanding Junior Notes. Based on the level of premium shares that have been issued
(see below), for this offering and consent solicitation, the Company recorded an inducement charge
of $155 and incurred related transaction expenses of $64. The aggregate inducement charge of $219
was included as a charge for early conversion of notes for the year ended December 31, 2005.
At the closing of the offer, the Company issued 4,041 shares of its authorized but unissued common
stock to the holders of the New Senior Notes who tendered in the offer (including 527 premium
shares), 22 shares of its authorized but unissued common stock to the holders of the Junior Notes
who tendered in the offer (including 3 premium shares), and 1,514 shares to LJH in connection with
the partial exercise of the LJH Warrant. See Note 11 for information about the LJH Warrant.
In accordance with the terms of the offer, all Notes that were properly tendered were accepted for
early conversion. The Company received consents representing a majority in aggregate principal
amount of the outstanding New Senior Notes in the consent solicitation, and accordingly, the
proposed amendments to the indenture governing the New Senior Notes became effective at the closing
of the August 2005 tender offer.
After consummation of the January 2005 and August 2005 offers and consent solicitations,
approximately $1,221 of the New Senior Notes and $663 of the Junior Notes remain outstanding. Upon
maturity of such notes in 2006 and 2007, respectively, the New Senior Notes will automatically
convert into 71 shares of the Companys authorized, but unissued common stock and the Junior Notes
will automatically convert into 39 shares of the Companys authorized, but unissued common stock.
At such time, LJH will be able to complete the full exercise of the LJH Warrant and receive 47
shares of the Companys common stock.
19
13. RIGHTS OFFERING
In October 2005, the Companys registration statement on Form S-1 with respect to a rights offering
became effective. In the rights offering, stockholders holding shares of the Companys common
stock as of October 19, 2005 (the record date) had the right to purchase additional shares of the
Companys post-reverse split common stock for a subscription price of $4.80 per share ($0.12 per
pre-reverse split share). For every 40 pre-reverse split shares (one post-reverse split share) of
common stock held on the record date, stockholders were granted 1.50 subscription rights. Also,
the Company agreed to allow LJH to use amounts due to it under the LJH Original Term Loan (see Note
8 for a description of the LJH Original Term Loan) as consideration (on a dollar-for-dollar basis)
for the purchase of a portion of the shares that LJH was permitted to purchase in the rights
offering. Finally, the Company effected, simultaneously with the closing of the rights offering, a
reverse split of its common stock on a one-new-share-for-forty-old-shares basis. In conjunction
with the reverse split, the Company amended its certificate of incorporation to reduce its
authorized common stock, $0.001 par value, from 500,000 (on a pre-reverse split basis) to a 100,000
(on a post-reverse split basis) shares.
On November 22, 2005, the Company closed on cash subscriptions to purchase 5,491 shares of the
Companys common stock for an aggregate purchase price of $26,358 and a subscription from LJH to
purchase 3,960 shares of the Companys common stock for an aggregate purchase price of $19,007
using the proceeds of the LJH Original Term Loan. Additionally, the Company incurred $580 of
transaction expenses related to the completion of the rights offering. These expenses, which
related to professional fees, advisory fees and document production fees, were offset against the
cash proceeds received. At the closing of the rights offering, the Company issued an aggregate of
9,451 shares.
As related to the rights offering, on September 20, 2005, the Company entered into a letter
agreement with Owl Creek, which beneficially owned approximately $24,900 in aggregate principal
amount of the New Senior Notes. In the letter agreement, Owl Creek agreed to tender the New Senior
Notes that it owned in the August 2005 tender offer and to participate in the rights offering to
the full extent of its basic subscription privilege. In October 2005, the Company issued 1,489
shares of its common stock to Owl Creek in the August 2005 tender offer, which gave Owl Creek the
right to purchase 2,233 shares of the Companys common stock in the rights offering. Owl Creek
also agreed in the letter agreement to lock up the shares that it received in the August 2005
tender offer for 180 days, which lockup has now expired. See Notes 9 and 12 for a description of
the Companys New Senior Notes and for a description of the Companys tender offers.
14. WEIGHTED AVERAGE SHARES
Basic income per share is computed using the weighted-average number of shares outstanding during
the period. Diluted income per share uses the weighted-average number of shares outstanding during
the period plus the dilutive effect of stock options, convertible debt instruments and stock
warrants calculated using the treasury stock method. Also, the potential effect of diluted
securities during periods when the Company is in a loss position for continuing operations are not
included as the impact would be anti-dilutive. Weighted average shares used in the computation of
basic and diluted income per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
Months Ended |
|
|
March 31, |
|
|
2006 |
|
2005 |
Weighted average common and common
equivalent shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
21,441,040 |
|
|
|
1,478,267 |
|
Effect of dilutive securities
Convertible debt |
|
|
|
|
|
|
3,642,618 |
|
Stock warrants and options |
|
|
|
|
|
|
1,552,280 |
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
21,441,040 |
|
|
|
6,673,165 |
|
|
|
|
|
|
|
|
|
|
Common stock equivalents outstanding
which are not included in the
calculation of diluted earnings
per share because their impact
is antidilutive |
|
|
503,635 |
|
|
|
388,169 |
|
|
|
|
|
|
|
|
|
|
20
15. SEGMENT INFORMATION
The Companys operations are classified into three business segments: aircraft maintenance, repair
and overhaul (MRO), aircraft interiors and engineering services, and other. The MRO segment
performs maintenance, repair and modification services on aircraft and aircraft engines at five
separate operating facilities. The aircraft interiors segment performs the refurbishment of
aircraft interior components and the manufacturing and sale of aftermarket parts and new aircraft
seats, and provides aircraft engineering services, modification design, certification, and
installation of interior reconfigurations within two separate operating facilities. The other
segment consists of corporate selling, general and administrative expenses, interest expense
related to the Companys debt obligations (excluding capital lease obligations which are allocated to the particular segment to which they relate) and results from discontinued operations, which are
included to reconcile segment information to the consolidated financial statements.
Operating income (loss) is defined as sales less direct operating costs and expenses, excluding
allocation of corporate expenses. Identifiable assets include assets used in the operation of each
segment and consists of current assets, property, plant, and equipment, and goodwill.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2006 |
|
MRO |
|
Interiors |
|
Other |
|
Consolidated |
Net sales |
|
$ |
71,569 |
|
|
$ |
13,522 |
|
|
$ |
|
|
|
$ |
85,091 |
|
Operating income (loss) |
|
|
809 |
|
|
|
1,206 |
|
|
|
(3,411 |
) |
|
|
(1,396 |
) |
Identifiable assets |
|
|
107,086 |
|
|
|
21,287 |
|
|
|
23,307 |
|
|
|
151,680 |
|
Depreciation and amortization |
|
|
1,215 |
|
|
|
40 |
|
|
|
|
|
|
|
1,255 |
|
Capital expenditures |
|
|
888 |
|
|
|
7 |
|
|
|
|
|
|
|
895 |
|
Interest expense, net |
|
|
72 |
|
|
|
|
|
|
|
1,577 |
|
|
|
1,649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2005 |
|
MRO |
|
Interiors |
|
Other |
|
Consolidated |
Net sales |
|
$ |
79,635 |
|
|
$ |
11,047 |
|
|
$ |
|
|
|
$ |
90,682 |
|
Operating income (loss) |
|
|
5,960 |
|
|
|
709 |
|
|
|
(3,663 |
) |
|
|
3,006 |
|
Identifiable assets |
|
|
107,808 |
|
|
|
15,161 |
|
|
|
13,411 |
|
|
|
136,380 |
|
Depreciation and amortization |
|
|
1,195 |
|
|
|
39 |
|
|
|
25 |
|
|
|
1,259 |
|
Capital expenditures |
|
|
654 |
|
|
|
26 |
|
|
|
19 |
|
|
|
699 |
|
Interest expense, net |
|
|
86 |
|
|
|
|
|
|
|
2,045 |
|
|
|
2,131 |
|
16. SUBSEQUENT EVENTS
In April 2006, the Company closed on a series of transactions with its principal stockholders
relating to its senior debt. First, on April 10, 2006, the Company closed on a financing
arrangement in which LJH acquired the $17,897 Monroe Capital Loans, with affiliates of Owl Creek
simultaneously acquiring a 20% participation interest in that loan. See Note 7 for a description
of the Monroe Capital Loans. Additionally, effective on April 20, 2006, in conjunction with the
refinancing of the CIT Group Credit Facility (see below), the Company obtained a new $6,000 senior
secured term loan from LJH (collectively with the Monroe Capital Loans, the LJH Term
Loans). The LJH Term Loans all mature on December 31, 2007, bear interest at LIBOR plus 1.75% per
annum and are secured by a lien on substantially all of the Companys assets. In addition, an
event of default under the Amended CIT Revolving Line of Credit (described below) will also result
in a default under the LJH Term Loans. The Company also obtained waivers of all defaults and
events of default from LJH under the LJH Term Loans.
In conjunction with the closing of the LJH Term Loans (described above), the Company paid in full
the CIT Term Loan and amended the CIT Group Revolving Line of Credit (the Amended CIT Group
Revolving Line of Credit). See Note 7 for a description of the terms of the CIT Group loans prior
to the refinancing. The Amended CIT Group Revolving Line of Credit is now a $30,000 senior secured
revolving line of credit, is due December 31, 2007, and bears interest, at the Companys option, at
(a) Prime, or (b) LIBOR plus 2.50%. Also, the Amended CIT Group Revolving Line of Credit contains
certain financial covenants regarding the Companys financial performance and certain other
covenants, including limitations on the incurrence of additional debt and restrictions on the
payment of dividends, and provides for the termination of the Amended CIT Group Revolving Line of
Credit and repayment of all debt in the event of a change in control, as defined. In addition, an
event of default under the LJH Term Loans (described above) will also result in a default under the
Amended CIT Group Revolving Line of Credit.
Borrowings under the Amended CIT Group Revolving Line of Credit are secured by a lien on
substantially all of the Companys assets. Borrowings under the revolving line of credit are based
on a borrowing base formula that takes into account the level of the Companys receivables and
inventory. Further, the amounts that the Company can borrow under the Amended CIT Group Revolving
Line of Credit are affected by various availability reserves that can be established by the
21
lenders under the financing agreement. Finally, the agreement relating to the Amended CIT Group
Revolving Line of Credit requires that at the time of each additional borrowing, the Company must
make various representations and warranties to its lenders regarding its business (including
several reaffirming that there have been no changes in the status of specific aspects of the
Companys business that could reasonably be expected to have a material adverse effect upon the
business operation, assets, financial condition or collateral of the Company and its subsidiaries
taken as a whole), and be in compliance with various affirmative and negative covenants, all as
more particularly set forth in the agreement. As a part of the Amended CIT Group Revolving Line of
Credit, the Companys senior lender waived and in certain instances, amended certain financial
covenant defaults and as of December 31, 2005 and March 31, 2006 the Company was in compliance with
all covenant requirements, as amended.
22
ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context otherwise requires, references to TIMCO, we, our, and us, in this
Quarterly Report on Form 10-Q (Form 10-Q) includes TIMCO Aviation Services, Inc. and its
subsidiaries. This Form 10-Q contains, or may contain, forward-looking statements, such as
statements regarding our prospects, strategy and anticipated trends in the industry in which we
operate. These forward-looking statements are based on our current expectations and are subject to
a number of risks, uncertainties and assumptions relating to our operations and results of
operations, competitive factors, shifts in market demand, and other risks and uncertainties,
including, in addition to those described below and elsewhere in this Form 10-Q and in our Annual
Report on Form 10-K for the year ended December 31, 2005 (the Form 10-K), our ability to continue
to generate sufficient working capital to meet our operating requirements and service our
indebtedness, our maintaining good working relationships with our vendors and customers,
competitive pricing for our products and services, our ability to achieve gross profit margins at
which we can be profitable, including margins on services we perform on a fixed price basis,
competition in the aircraft maintenance, repair and overhaul market and the impact on that market
and on us of the ongoing global war on terrorism, the state of the domestic passenger airline
industry and the financial condition of our airline customers, our ability to attract and retain
qualified personnel in our businesses, utilization rates for our MRO facilities, our ability to
effectively integrate future acquisitions, our ability to effectively manage our business, economic
factors which affect the airline industry, generally including the amount of aircraft maintenance
outsourced by various airlines, and future changes in government regulations. Should one or more
of these risks or uncertainties materialize, or should the assumptions underlying our
forward-looking statements prove incorrect, actual results may differ significantly from results
expressed or implied in any forward-looking statements made by us in this Form 10-Q. We do not
undertake any obligation to revise these forward-looking statements to reflect future events or
circumstances.
The following discussion and analysis should be read in conjunction with the information set forth
under Managements Discussion and Analysis of Financial Condition and Results of Operations in
the Form 10-K.
GENERAL
TIMCO Aviation Services, Inc. is among the worlds largest independent providers of aviation
maintenance, repair and overhaul (MRO) services for major commercial airlines, regional air
carriers, aircraft leasing companies, government and military units and air cargo carriers. We
provide MRO services through our subsidiaries: (i) Triad International Maintenance Corporation
(known in the industry as TIMCO), which, with its four active locations, is one of the largest
independent providers of aircraft heavy maintenance services in the world and also provides
aircraft storage and line maintenance services; (ii) Brice Manufacturing, which specialize in the
manufacturing and sale of new aircraft seats and aftermarket parts and in the refurbishment of
aircraft interior components; (iii) TIMCO Engineered Systems, which provides engineering services
both to our MRO operations and our customers; and (iv) TIMCO Engine Center, which refurbishes JT8D
engines and performs on-wing repairs for both JT8D and CFM-56 series engines. Visit TIMCO online
at www.timco.aero.
Our strategy is to be the vendor of choice to our customers, providing aircraft maintenance
solutions to meet our customers MRO requirements. The services that we offer allow our customers
to reduce their costs by outsourcing some of their MRO functions.
At present, approximately 80% of our business is airframe heavy maintenance, and we are one of the
largest independent providers of these services in the world. We are rapidly expanding our TIMCO
Engineered Systems operations. We have also begun expansion into line maintenance and hope to
significantly expand that business, believing it to be a service that airlines will seriously
consider outsourcing in the future. Further, we have commenced expansion activities of our engine
overhaul and repair business, including the initial steps in the establishment of a repair
operation for CFM engines. We hope to open this new facility during fiscal 2006. There can be no
assurance we can successfully expand in these areas.
Our principal executive offices are at 623 Radar Road, Greensboro, North Carolina 27410, and our
telephone number is (336) 668-4410.
23
RESULTS OF OPERATIONS
GENERAL
Operating revenues consist primarily of service revenues and sales of materials consumed while
providing services, net of allowances for any reworks, discounts, or returns. Cost of sales
consists primarily of labor, materials, overhead, and freight charges.
These forward looking statements are based on our current expectations and are subject to a number
of risks, uncertainties and assumptions relating to our operations and results of operations,
including, among others:
|
|
|
the financial health of the U.S. passenger and freight airline industry, and the impact
of the financial health of that industry on the maintenance, repair, and overhaul (MRO)
industry generally and our business specifically, |
|
|
|
|
the amount of MRO business being outsourced by the airline industry in general and our
airline customers in particular, |
|
|
|
|
factors that affect the financial health and well-being of our airline customers, such
as the September 11, 2001 terrorist attacks, the global war on terrorism, and fluctuations
in the price of jet fuel, |
|
|
|
|
the effect of competition on our business, including the effects of competition on the
pricing of the services and goods that we provide, |
|
|
|
|
our ability to achieve gross profit margins at which we can be profitable, including
margins on services that we perform on a fixed price basis and our ability to accurately
project our costs in a dynamic environment, |
|
|
|
|
our ability to generate sufficient working capital from our operations and from our
available credit facilities to meet our operating requirements, capital expenditure
requirements and service our indebtedness, |
|
|
|
|
our maintaining good relations with our customers and vendors, |
|
|
|
|
our ability to fully utilize our hangar space dedicated to maintenance and repair services, |
|
|
|
|
our ability to manage our business efficiently and achieve both positive income and cash flow from our operations, |
|
|
|
|
our ability to attract and retain the services of our executive officers and key employees, |
|
|
|
|
our ability to attract and retain a sufficient number of mechanics to perform the
maintenance, overhaul and repair services requested by our customers, |
|
|
|
|
our ability to integrate future acquisitions, and |
|
|
|
|
future changes in government regulations. |
A portion of our operating expenses are relatively fixed. Since we typically do not obtain
long-term commitments from our customers, we must anticipate the future volume of orders based upon
the historic patterns of our customers and upon discussions with our customers as to their future
requirements. Cancellations, reductions or delays in orders by a customer or group of customers
have in the past and could in the future have a material adverse effect on our business, financial
condition and results of operations.
OPERATING SEGMENTS
Our operations are classified into two reportable segments: aircraft and engine maintenance, repair
and overhaul (MRO) and aircraft interiors (interiors). Our MRO segment performs maintenance,
repair and modification services on aircraft and aircraft engines at five separate operating
facilities. These operating facilities provide the capabilities to service both wide body and
narrow body aircraft with servicing capabilities for older generation aircraft and newly developed
capabilities to support the needs of todays newer generation aircrafts. Additionally, we provide
complete repair and overhaul capabilities for the JT8D and JT8D-200 series engine, on-wing services
to complement these engine types, and are expanding our service capabilities to include CFM-56
engines. Through these facilities, we provide MRO services for major commercial airlines, regional
air carriers, aircraft leasing companies, government and military units and air cargo carriers.
Our aircraft interiors segment performs the refurbishment of aircraft interior components and the
manufacturing and sale of aftermarket parts and new aircraft seats, and provides aircraft
engineering, modification design, certification, and installation of interior reconfigurations
within two separate operating facilities. These operating facilities provide the capabilities for
passenger-to-freighter conversions, aircraft modifications for in-flight entertainment, avionics
upgrades and major structural modification programs. Additionally, our interiors segment provides
the manufacturing for new aircraft seats, ranging from basic coach to business class and first
class seat capabilities. These services are provided to both foreign and domestic commercial
airlines and to aerospace original equipment manufacturers.
24
THREE MONTHS ENDED MARCH 31, 2006 and 2005
Consolidated operating revenue for the three month period ended March 31, 2006 decreased $5,591, or
6.2% to $85,091, from $90,682 for the same period in 2005. Operating revenue for our MRO
operations decreased to $71,569 for the quarter ended March 31, 2006, compared to $79,635 for the
same period in 2005 (an $8,066, or 10.1%, decrease quarter-over-quarter). Operating revenue for
our interior operations increased to $13,522 for the quarter ended March 31, 2006, compared to
$11,047 for the same period in 2005 (a $2,475, or 22.4%, increase quarter-over-quarter).
During the first quarter of 2006, our revenue from our MRO operations declined as compared to the
first quarter of 2005 as a result of aircraft mix, which included a larger number of smaller
aircraft for which we receive a lower hourly rate, and a change in the mix of maintenance services
requested by our customers during the 2006 first quarter (from more heavy maintenance service
checks to less intensive maintenance checks). Also, our MRO operations have tried to better
evaluate the pricing points in which we will bid and accept heavy maintenance service work, with the
goal of improving gross margin results. This more stringent evaluation has resulted in our not
accepting certain customer aircraft and/or programs. A part of this revenue decline within the MRO
operations was partially offset by the induction, in late December 2005, of our first aircraft
under a significant U.S. military MRO program. This program is anticipated to benefit the full year of fiscal 2006.
Within our interior operations, our first quarter 2006 revenues have exceeded those of the first
quarter of 2005 as we have commenced shipments for several large customer structural modification
programs. These customer programs, which are a part of our engineering services business, have
resulted in quarter-over-quarter revenue increases of $3,949, or 78.0%. This revenue increase has
been partially offset by lower sales volume within our seat manufacturing and overhaul operations
as we shutdown and subsequently ramped back up our production in order to perform a full physical
inventory and as a result of the shutdown, in June 2005, of our Aircraft Interior Design operations
in Dallas, TX.
Our consolidated revenues and gross profit for the first quarter of 2006 continued to be
unfavorably impacted by general economic conditions affecting the airline industry, which has
continued to put pricing pressures on our business, and by continued overcapacity in the MRO
markets in which we operate. Also, delays and changes in customer maintenance schedules have
impacted us in the past and are likely to impact us in the future. Finally, changes in customers
and the addition of new customers and new fleet types within several of our airframe maintenance
facilities have resulted in ramp up and learning curve issues that have driven inefficiencies and
caused a significant deterioration of gross profit margins.
In September 2005, America West Airlines, a primary customer of our Macon, Georgia MRO facility and
a substantial customer of our Lake City, Florida and Goodyear, Arizona MRO facilities, merged with
US Airways. In the near term we do not believe that this merger will adversely affect our business
with America West. However, in the long term we are unable to predict the impact of this merger on
our business. Additionally, on September 14, 2005, one of our largest customers, Delta Airlines,
Inc., filed a petition for reorganization under Chapter 11 of the United States Bankruptcy Code.
Based on currently available information, we do not expect the bankruptcy filing of Delta Airlines,
Inc. to have a material adverse effect on our results of operations or financial position.
Consolidated gross profit decreased to $4,179 for the first three months of 2006 compared with a
gross profit of $9,418 for the first three months of 2005. Consolidated gross profit as a
percentage of revenue decreased to 4.9% for first quarter of 2006 compared with 10.4% for first
quarter of 2005. Gross margins during any particular period are dependent upon the number and type
of aircraft serviced, the contract terms under which services are performed and the efficiencies
that can be obtained in the performance of such services. Significant changes in any one of these
factors could have a material impact on the amount and percentage of gross profits in any
particular period and from period to period. Additionally, gross profit could be impacted in the
future by our evaluation of the value of our inventory. During the first quarter of 2006, we
continued to evaluate market and industry exposures in connection with the establishment of
appropriate reserves for inventory obsolescence. While we believe that we have appropriately
valued our inventory at the lower of cost or market, additional allowances may be required in the
future, depending on the market for aircraft parts during any particular period and the
applicability of the parts in our inventory compared to the types of aircraft for which we are
performing maintenance procedures.
Gross profit for our MRO operations declined to $2,080 for the three months ended March 31 2006,
compared to $7,702 for the three months ended March 31, 2005. MRO gross profit as a percentage of
revenue decreased to 2.9% for the first quarter of 2006 compared with 9.7% for the first quarter of
2005. The quarter-over-quarter decline has resulted from lower levels of nose-to-tail lines, where
greater efficiencies can be achieved, the timing and type of engine sales performed during the
first quarter 2006 as compared to first quarter 2005 within our engine center, a transition in the
aircraft fleet type and/or customers that we are servicing, and overall lower revenue. The
transition in aircraft fleet types and/or customers has resulted in
25
additional training requirements, learning curve and ramp up issues and operational inefficiencies,
thereby adversely impacting gross profit.
Gross profit for our interiors operations increased to $2,099 for the first quarter of 2006,
compared to $1,716 for first quarter of 2005. Gross profit as a percentage of revenue remained
flat quarter-over-quarter at 15.5%. The improvement within our interiors operation resulted from a
22.4% quarter-over-quarter increase in revenue noted above and a change in mix of active programs
for our engineering services business. Also, during the first quarter of 2005, labor shortages for
our seat manufacturing business resulted in additional contract labor and overtime requirements.
These factors caused deteriorations to gross margin results for the first quarter of 2005.
Consolidated operating expenses for the three months ended March 31, 2006 were $5,575, compared to
$6,412 for the three months ended March 31, 2005. As a percentage of revenues, consolidated
operating expenses were 6.6% and 7.1% for the first quarter of 2006 and 2005, respectively.
Consolidated operating expense during the first quarter 2006 was favorably impacted by the
collection of $549 of accounts receivable that were either previously fully reserved or written
off, including the receipt of common stock in a settlement relating to an unsecured claim
which we held in a customers bankruptcy proceeding (see Note 10 of Notes to Condensed Consolidated Financial
Statements).
As a result of these factors, loss from operations was $1,396 for the first three months of 2006,
compared to income from operations of $3,006 for the first three months of 2005.
Interest expense (excluding amortization of deferred financing fees) for the first quarter ended
March 31, 2006 decreased by $473 to $1,358, from $1,831 for the first quarter ended March 31, 2005.
The decrease during the first quarter of 2006 compared to the first quarter of 2005 is primarily
attributable to the elimination of interest expense on our related party term loan (which was used
by LJH to participate in the rights offering in November 2005; see Note 13 of Notes to Condensed
Consolidated Financial Statements). The reduction in interest expense through the elimination of
the LJH Original Term Loan was partially offset by higher borrowing levels, in particular the
establishment of the Monroe Capital Loans in April 2005.
Amortization of deferred financing costs for the first three months of 2006 was $291, compared to
$300 for the 2005 same period.
During the first quarter of 2005, we completed an offering and consent solicitation (the January
2005 tender offer) relating to our New Senior Notes and our Junior Notes. As a result of this
tender offer, we recognized an inducement charge of $160 relating to the value of the premium
shares issued as a part of the offering. Additionally, we incurred transaction fees related to the
offering of $240. See Note 12 of Notes to Condensed Consolidated Financial Statements for
specifics regarding this tender offer.
Other income net was $202 and $339 for the first three months of 2006 and 2005, respectively.
Other income net for the first three months of 2005 included a $250 gain from the receipt of
life insurance proceeds on a former key employee.
As a result of the above factors, our loss from continuing operations before income taxes and
discontinued operations for the three month period ended March 31, 2006 was $2,843 compared to our
income from continuing operations before income taxes and discontinued operations of $814 for the
three month period ended March 31, 2005.
During the first three months of 2006 and 2005, we recognized an income tax benefit of $31 and
$337, respectively. These income tax benefits are primarily the result of income tax refunds for
the overpayment of state taxes for our Oscoda, Michigan operations.
For the reasons set forth above, our loss from continuing operations for the three month period
ended March 31, 2006 was $2,812, or $0.13 per basic share and diluted share, compared to income
from continuing operations for the three month period ended March 31, 2005 of $1,151, or $0.78 per
basic share and $0.17 per diluted share.
Income from discontinued operations for the first three months of 2006 was $24, or $0.00 per basic
share and diluted share, compared to income of $55, or $0.04 per basic share and $0.01 per diluted
share, for the first three months of 2005. Results for both the first three months of 2006 and
2005 include collections on receivables and the sale of residual inventory that remain after the
sale of our redistribution operation and new parts bearings operation, all of which is fully
reserved. Since our collections on assets from discontinued operations are winding down, we do not
expect that our income from discontinued operations will be significant in future periods.
26
For the reasons set fourth above, our net loss for the first three months of 2006 was $2,788 ($0.13
per basic share and diluted share), compared to net income of $1,206 for the first three months of
2005 ($0.82 per basic share and $0.18 per diluted share).
27
LIQUIDITY AND CAPITAL RESOURCES
DEVELOPMENTS CONCERNING THE AVIATION INDUSTRY AND OUR OPERATIONS
The condition of the airline industry has a substantial effect on our business, since our customers
consist of passenger airlines and freight carriers, aircraft leasing companies, maintenance and
repair facilities that service airlines, and original equipment manufacturers. Generally, when
economic factors adversely affect the airline industry, they tend to reduce the overall demand for
maintenance and repair services, causing downward pressure on pricing and increasing the credit
risks associated with doing business with airlines. Additionally, the price of jet fuel affects the
maintenance and repair markets, since older aircraft, which consume more fuel and which currently
account for a significant portion of our maintenance and repair services business, become less
viable as the price of fuel increases.
The September 11, 2001 terrorist attacks against the United States of America and the resulting
increase in airline insurance costs, additional government mandated passenger taxes and fees, and
increased airport security costs, have had a severe impact on the aviation industry. These
factors, in conjunction with an overall slowdown in the U.S. economy, a reduction in passenger
levels from fiscal 2001 through fiscal 2003, and the overall instability in the Middle East
(including the war on terrorism and the war in Iraq) have resulted in operating losses for U.S.
airline carriers in excess of $10.3 billion for 2001, $8.6 billion for 2002, $3.6 billion for 2003,
$5.0 billion for 2004, and an estimated $4.8 billion for 2005. In addition to these adverse
factors, fiscal 2003 was further impacted by the outbreak of the SARS virus in Asia and fiscal
years 2004 and 2005 were impacted by significantly increased fuel costs due to the high price of
oil. As a result of these factors, many commercial passenger airlines and air cargo carriers
reported significant reductions in their capacity. This reduction in capacity has lessened the
aircraft maintenance required by such airlines (and thereby the amount of maintenance being
outsourced to companies like TIMCO). These factors have also caused several carriers to file for
bankruptcy protection under Chapter 11 of the United States Bankruptcy Code. The two most notable
for us has been the filing for protection from creditors under Chapter 11 by United Air Lines on
December 9, 2002 (United has been our largest customer during the last three fiscal years) and by
Delta Airlines on September 14, 2005 (our fourth largest customer during fiscal 2005 and
traditionally one of our top 10 largest customers year-over-year). As of the date of this report,
United Air Lines has emerged from protection under the Bankruptcy Code, while Delta Airlines has
not. In addition to those that have already filed, other carriers have publicly discussed the
potential of seeking protection from creditors through a voluntary bankruptcy filing. As related
to us, current exposures to carriers that are at risk of filing for protection are being
continuously evaluated and monitored, though we have in the past, and may in the future, experience
losses relating to these credit exposures. Additionally, the Company is positioning itself for
potential favorable implications of these Chapter 11 filings and resurgence of the airlines as it
is anticipated that additional maintenance outsourcing opportunities could result as these airlines
look for cost reduction solutions.
We believe that all of the above factors could continue to have a negative impact on our business
in the foreseeable future. These events, which have adversely affected our business, have also
impacted our competition, with several of our competitors exiting the MRO business.
28
CONTRACTUAL PAYMENT OBLIGATION AND OTHER COMMERCIAL COMMITMENTS
Below is a table setting forth our contractual payment obligations and other commercial commitments
as of March 31, 2006, which have been aggregated in order to facilitate a basic understanding of
our liquidity (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
|
|
|
|
|
Less than |
|
|
Payments due by period |
|
Obligations |
|
Total |
|
|
One Year |
|
|
1-3 years |
|
|
4-5 years |
|
|
After 5 years |
|
Revolving
Credit
Facility |
|
$ |
587 |
|
|
$ |
587 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Long-Term
Debt |
|
|
40,682 |
|
|
|
3,579 |
(a) |
|
|
37,103 |
|
|
|
|
|
|
|
|
|
Capital
Leases |
|
|
3,634 |
|
|
|
498 |
|
|
|
365 |
|
|
|
431 |
|
|
|
2,340 |
|
Operating(b)
Leases |
|
|
20,294 |
|
|
|
4,489 |
|
|
|
7,121 |
|
|
|
2,924 |
|
|
|
5,760 |
|
Estimated
Interest
Obligation (c) |
|
|
6,602 |
|
|
|
3,966 |
|
|
|
2,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
contractual
cash
obligations |
|
$ |
71,799 |
|
|
$ |
13,119 |
|
|
$ |
47,225 |
|
|
$ |
3,355 |
|
|
$ |
8,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
Less than |
|
|
Payments due by period |
|
Commitments |
|
Total |
|
|
One Year |
|
|
1-3 years |
|
|
4-5 years |
|
|
After 5 years |
|
Letters of
Credit (b) |
|
|
11,434 |
|
|
|
11,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other
Commercial
Commitments |
|
$ |
11,434 |
|
|
$ |
11,434 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Included within this amount is $1,221 of our New Senior
Notes due 2006 and $663 of our Junior Notes due January 2007. If
not redeemed or repurchased by us prior to the maturity dates of
these obligations, these notes automatically convert to 71 shares
and 39 shares, respectively, of our authorized but unissued common
stock. See Note 9 of Notes to Condensed Consolidated Financial
Statements for discussion regarding our New Senior Notes and Junior
Notes. |
|
(b) |
|
Outstanding letters of credit primarily relate to security for
our obligations to make payments on an operating lease requiring
future aggregate principal payments of approximately $8,000. This
amount is removed from the operating lease and total contractual
cash obligations line because it is included within the letters of
credit. |
|
(c) |
|
The estimated interest obligations were calculated using the
actual balance of the revolving credit facility at March 31, 2006
and the expected outstanding balances on the short-term and
long-term debt obligations, in accordance with payment obligations
as detailed in the schedule above. For each debt obligation, we
used the individual interest rate that was applicable as of March
31, 2006, which ranged from 7.75% to 12.36%. |
We are also committed under employment agreements with all of our executive officers and several of
our key employees.
See Note 16 of Notes to Condensed Consolidated Financial Statements for modifications to certain of
these debt arrangements that were completed in April 2006.
29
LIQUIDITY
For the year ended December 31, 2005 and the three month period ended March 31, 2006, we incurred a
loss from continuing operations of $22,350 and $2,812, respectively. Also, for the year ended
December 31, 2005, we continued to require additional cash flow above amounts currently being
provided from operations to meet our working capital requirements. Additionally, at certain times
during 2005 and the first quarter of 2006, we were not in compliance with certain financial covenants contained in our CIT Group
Credit Facility and Monroe Capital Loans. The senior lenders, however, waived, and in some
instances, amended all such events of non-compliance and as of December 31, 2005 and March 31, 2006
we were in compliance with all covenant requirements, as amended, for these financing arrangements.
See below and Note 16 of Notes to Condensed Consolidated Financial Statements for particulars.
Our ability to service our debt and note obligations, as they come due, including maintaining
compliance with the covenants and provisions under our debt instruments, is and will be dependent
upon our future financial and operating performance. This performance, in turn, is subject to
various factors, including certain factors beyond our control, such as changes in conditions
affecting the airline industry and changes in the overall economy. Additionally, our customer base
has been adversely impacted in the past by various factors, such as the state of the general
economy, fluctuations in the price of jet fuel, the war on terrorism, the war in Iraq, and
competitive price reductions in airfare prices. These and other factors may adversely affect our
customers in the future.
Cash flow from operations is used to service our debt and note obligations, thereby reducing funds
available for other purposes. Even if we are able to meet our debt service and other obligations
when due, we may not be able to comply with the covenants and other provisions under our debt
obligations. A failure to comply, unless waived by the lenders, would be an event of default and
would permit the lenders to accelerate the maturity of our debt obligations. It would also permit
them to terminate their commitments to extend credit under their financing agreements. If we were
unable to repay the debt to the lenders, or otherwise obtain a waiver, the lenders could proceed
against the collateral securing the financing obligations, and exercise all other rights available
to them. While we expect to be in a position to continue to meet our obligations in future periods,
there can be no assurance we will be able to do so.
In April 2006, we closed on a series of transactions related to our senior debt. First, we closed
on a financing arrangement in which LJH acquired the $17,897 Monroe Capital Loans, with Owl Creek
acquiring an approximate 20% participation in those loans. Additionally, effective April 20, 2006,
LJH extended to us a new $6,000 senior secured term loan (collectively with the
Monroe Capital Loans, the LJH Term Loans). The LJH Term Loans all mature on December 31, 2007,
bear interest at LIBOR plus 1.75% per annum and are secured by a lien on substantially all of our
assets. In addition, an event of default under the Amended CIT Revolving Line of Credit (described
below) will also result in a default under the LJH Term Loans. As a part of these refinancing
activities, LJH waived all defaults and events of defaults with respect to the LJH Term Loans.
In conjunction with the closing of the LJH Term Loans (described above), we paid in full the CIT
Term Loan and amended the CIT Group Revolving Line of Credit (the Amended CIT Group Revolving Line
of Credit). The Amended CIT Group Revolving Line of Credit is now a $30,000 senior secured
revolving line of credit, is due December 31, 2007, and bears interest, at our option, at (a)
Prime, or (b) LIBOR plus 2.50%. Also, the Amended CIT Group Revolving Line of Credit contains
certain financial covenants regarding our financial performance and certain other covenants,
including limitations on the incurrence of additional debt and restrictions on the payment of
dividends, and provides for the termination of the Amended CIT Group Revolving Line of Credit and
repayment of all debt in the event of a change in control, as defined. In addition, an event of
default under the LJH Term Loans (described above) will also result in a default under the Amended
CIT Group Revolving Line of Credit. Borrowings under the Amended CIT Group Revolving Line of
Credit are secured by a lien on substantially all of our assets. Borrowings under the Amended CIT
Group Revolving Line of Credit are based on a borrowing base formula that takes into account the
level of our receivables and inventory. Further, the amounts that we can borrow under the Amended
CIT Group Revolving Line of Credit are affected by various availability reserves that can be
established by the lenders under the financing agreement. Finally, the agreement relating to the
Amended CIT Group Revolving Line of Credit requires that at the time of each additional borrowing,
we must make various representations and warranties to our lenders regarding our business
(including several reaffirming that there have been no changes in the status of specific aspects of
our business that could reasonably be expected to have a material adverse effect upon the business
operation, assets, financial condition or collateral of us and our subsidiaries taken as a whole),
and be in compliance with various affirmative and negative covenants, all as more particularly set
forth in the agreement. As a part of the Amended CIT Group Revolving Line of Credit, our senior
lender waived and amended certain financial covenant defaults as of December 31, 2005 and March 31, 2006 and thereby
cured all non-compliance as of December 31, 2005 and March 31, 2006.
30
At May 18, 2006, the outstanding aggregate borrowed on the Amended CIT Group Revolving Line of
Credit was $6,654, the outstanding CIT Group Term Loan was $0, outstanding letters of credit under
the Amended CIT Group Revolving Line of Credit was $11,434 and $7,914 was available for additional
borrowing under the Amended CIT Group Revolving Line of Credit.
Additionally, the degree to which we are leveraged could have important consequences to us,
including:
- |
|
our vulnerability to adverse general economic and industry conditions; |
|
- |
|
our ability to obtain additional financing for future working capital expenditures, general
corporate or other purposes, |
|
|
|
particularly where our current lenders have a lien on all of our assets; |
|
- |
|
the requirement that we obtain the consent from our lenders if we wish to borrow additional
amounts; and |
|
- |
|
the dedication of a significant portion of our cash flow from operations to the payment of
principal and interest on
indebtedness, thereby reducing the funds available for operations. |
In addition, subject to the limitations set forth in the indenture for the New Senior Notes, we and
our subsidiaries may incur substantial amounts of additional indebtedness. Finally, our senior
credit facilities are secured by a lien on substantially all of our assets.
We believe that we will meet our working capital requirements during 2006 from funds available
under our revolving credit agreement and from our operations. We may also
sell assets or our equity securities, or borrow additional funds, to the extent required and
available. While we expect that required financing will be available to meet our working capital
requirements, there can be no assurance of this expectation.
SOURCE AND USE OF CASH
Net cash provided by our continuing operating activities during the three month period ended March
31, 2006 was $9,385, compared to net cash provided by continuing operating activities during the
same period of 2005 of $7,071. Decreases in accounts receivable of $6,597, increases in customer
deposits of $2,927 and the proceeds from the net sale of marketable securities of $8,814 were used
to fund our operations, to fund increases in inventories (related to our engineering services
business and current customer programs) and other assets of $5,791 and $1,102, respectively, to
reduce our borrowings under our senior credit facilities by $8,024, to purchase fixed assets of
$895, and to pay capital lease obligations by $339.
SENIOR CREDIT FACILITIES
See discussion of our senior credit facilities in Note 7 to Notes to Condensed Consolidated
Financial Statements and in our Form 10-K.
SUBORDINATED NOTES
See discussion of our senior credit facilities in Note 9 to Notes to Condensed Consolidated
Financial Statements and in our Form 10-K.
RIGHTS OFFERING
See discussion of our senior credit facilities in Note 13 to Notes to Condensed Consolidated
Financial Statements and in our Form 10-K.
31
CONTINGENCIES
We are involved in various litigation and environmental matters arising in the ordinary course of
business. These are discussed in Note 10 of Notes to Condensed Consolidated Financial Statements.
We maintain insurance coverage against certain potential claims in amounts that we believe to be
adequate. Although the final outcome of these legal and environmental matters cannot be
determined, based on the facts presently known, it is managements opinion that the final
resolution of these matters will not have a material adverse effect on our financial position or
future results of operations.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
Financial Reporting Release No. 60 requires all companies to include a discussion of critical
accounting policies or methods used in the preparation of its financial statements. Our
consolidated financial statements include a summary of the significant accounting policies and
methods used in the preparation of our consolidated financial statements.
See our Form 10-K for a discussion of our critical accounting policies and use of estimates.
During the three month period ended March 31, 2006, except for the item noted below, there have
been no material changes to our critical accounting policies and use of estimates. As of January
1, 2006, we have become self-insured for health and prescription claims under a group health
insurance plan. For this plan, we maintain an insurance reserve for both unpaid claims and an
estimate of claims incurred but not reported, based on historical claims information. While
changes in actual claims experience could cause this reserve to change, we do not believe it is
reasonably likely that the reserve level will materially change in the future.
32
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to market risk for changes in interest rates. We have no exposure to foreign
currency exchange rates or to commodity price risk. We do not hold or issue any financial
instruments for trading or other speculative purposes.
Our obligations under our Amended CIT Group Revolving Line of Credit and our LJH Term Loans bear
interest at floating rates and therefore, we are impacted by changes in prevailing interest rates.
However, our New Senior Notes, Old Senior Notes, and Junior Notes all bear fixed interest rates and
therefore we are not subject to the risk of interest rate fluctuations. A 10% change in market
interest rates that affect our financial instruments would impact earnings during 2006 by
approximately $315 before taxes and would change the fair value of our financial instruments by
approximately $5,914.
ITEM 4: CONTROLS AND PROCEDURES
(a) |
|
Our Chief Financial Officer and Chief Executive Officer evaluated our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the Exchange Act)). Based on that evaluation, these officers have
concluded that as of March 31, 2006 our disclosure controls and procedures were effective in timely
alerting them to material information relating to our company (including our consolidated
subsidiaries) required to be included in our reports filed or submitted by us under the Exchange
Act. |
|
|
|
As of March 31, 2006, we have carried out an evaluation, under the supervision and with the
participation of our management, including our principal executive officer and principal financial
officer, of the effectiveness of the design and operation of our disclosure controls and
procedures. Based on such evaluation, our principal executive officer and principal financial
officer concluded that the Companys disclosure controls and procedures are effective. |
|
(b) |
|
There have been no substantial changes in our internal controls or in other factors that could
have a material affect, or are reasonably likely to have a material affect to the internal controls
subsequent to the date of their evaluation in connection with the preparation of this quarterly
report on Form 10-Q. |
|
|
|
Effective April 27, 2006, Fritz Baumgartner is no longer serving as our Vice President, Corporate
Controller and Chief Accounting Officer. Just subsequent to this date, we have appointed Jason
Yaudes as our Corporate Controller and Chief Accounting Officer. The full transition and
performance of our internal controls as related to our Chief Accounting Officer has been completed
with no impact to the effectiveness of the design and operation of our disclosure controls and
procedures. |
33
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 10 to the Companys Unaudited Condensed Consolidated Financial Statements included in this
filing.
ITEM 1A. RICK FACTORS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORMS 8-K
(a) Exhibits
|
31.1 |
|
Certification of CEO and CFO under Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
32.2 |
|
Certification of CEO and CFO under Section 906 the Sarbanes-Oxley Act of 2002 |
(b) Reports on Form 8-K
During the quarter ended March 31, 2006, the Company made no filings under a Current Report of
Form 8-K.
Subsequent to the quarter ended March 31, 2006, the Company filed (i) a Current Report on Form
8-K reporting under Item 8.01 the assignment of the Monroe Capital Term Loans to LJH, Ltd., (ii)
a Current Report on Form 8-K reporting under Item 8.01 the Companys financial results for the
twelve month period ended December 31, 2005 and certain other matters, (iii) a Current Report
on Form 8-K reporting under Item 1.01 the Companys refinancing arrangements with its senior
lenders, (iv) a Current Report on Form 8-K reporting under Item 5.02 the appointment of John R.
Cawthron as the Companys Vice Chairman of the Board of Directors and Chief Executive Officer
and certain other matters, and (v) a Current Report on Form 8-K reporting under Item 5.02 the
appointment of Jason Yaudes as the Companys Corporate Controller and Chief Accounting Officer.
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
TIMCO Aviation Services, Inc. |
|
|
|
|
By: |
/s/ John R. Cawthron
|
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
Dated: May 19, 2006
35
Exhibit Index
|
|
|
Exhibit |
|
|
Number |
|
Description |
31.1
|
|
Certification of CEO and CFO under Section 302 the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2
|
|
Certification of CEO and CFO under Section 906 the Sarbanes-Oxley Act of 2002 |
36