TIMCO AVIATION SERVICES INC - 10-Q Quarterly Report

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 x No o

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 31,640,994 shares of common stock, $.001 par value per share, were outstanding as of August 13, 2004.


		Page
Item 1.	FINANCIAL STATEMENTS

	Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003 (unaudited)		3-4

	Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2004 and 2003 (unaudited)		5-6

	Condensed Consolidated Statements of Stockholders’ Deficit and Comprehensive Loss for the six months ended June 30, 2004 (unaudited)		7

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)		8-9

	Notes to Condensed Consolidated Financial Statements		10

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		18

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		26

Item 4.	CONTROLS AND PROCEDURES		26

Part II. Other Information

Item 1.	LEGAL PROCEEDINGS		27

Item 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS		27

Item 3.	DEFAULTS UPON SENIOR SECURITIES		27

Item 4.	SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS		27

Item 5.	OTHER INFORMATION		27

Item 6.	EXHIBITS AND REPORTS ON FORM 8-K		27-28

CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Data)
(Unaudited)


	June 30,		December 31,
	2004		2003
ASSETS
Current Assets:
Cash and cash equivalents	$	257	$	1,603
Accounts receivable, net		47,619		36,950
Inventories		25,654		25,724
Net assets of discontinued operations		—		459
Other current assets		4,449		4,986

Total current assets		77,979		69,722

Fixed assets, net		31,558		55,100

Other Assets:
Goodwill, net		26,124		26,124
Deferred financing costs, net		3,799		1,590
Other		579		355

Total other assets		30,502		28,069

Total assets	$	140,039	$	152,891

LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	19,913	$	21,446
Accrued expenses		15,723		16,854
Customer deposits		16,100		12,586
Revolving loan		11,674		14,705
Current maturities of capital lease obligations		1,102		1,510
Accrued interest		999		992
Current maturities of notes payable to financial institutions		873		291
Net liabilities of discontinued operations		184		278

Total current liabilities		66,568		68,662

Senior subordinated notes, net:
New notes due 2006		115,800		115,800
Old notes due 2008		16,247		16,247
Term loan with a related party		14,412		8,250
Notes payable to financial institutions, net of current portion		13,527		8,209
Capital lease obligations, net of current portion		4,197		26,188
Junior subordinated notes due 2007, net		3,289		3,063
Deferred income		1,389		1,473
Other long-term liabilities		505		764

Total long-term liabilities		169,366		179,994


Commitments and Contingencies (see notes)

Stockholders’ Deficit:
Preferred stock, $.01 par value, 1,000,000 shares authorized, none outstanding, 15,000 shares designated Series A Junior Participating		—			—
Common stock, $.001 par value, 500,000,000 shares authorized, 31,640,994 shares issued and outstanding		32			32
Additional paid-in capital		182,088			182,088
Accumulated deficit		(278,015	)		(277,885	)

Total stockholders’ deficit		(95,895	)		(95,765	)

Total liabilities and stockholders’ deficit	$	140,039		$	152,891

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share Data)
(Unaudited)


	For the Three Months
	Ended June 30,
	2004			2003
Operating revenue:
Sales, net	$	78,172		$	52,076
Other		—			36

		78,172			52,112
Cost of sales		71,164			50,537

Gross profit		7,008			1,575

Operating expenses		5,608			3,721

Income (loss) from operations		1,400			(2,146	)

Interest expense		2,144			1,527
Other income — net		(352	)		(58	)

Loss before income taxes and discontinued operations		(392	)		(3,615	)

Income tax benefit		—			(710	)

Loss from continuing operations before discontinued operations		(392	)		(2,905	)

Income from discontinued operations, net of income taxes		144			2,878

Net Loss	$	(248	)	$	(27	)

Basic and diluted loss per share:
Loss from continuing operations	$	(0.01	)	$	(0.09	)
Income from discontinued operations		—			0.09

Net Loss	$	(0.01	)	$	—

Weighted average shares outstanding:
Basic and diluted		31,640,994			31,640,994

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share Data)
(Unaudited)


	For the Six Months
	Ended June 30,
	2004			2003
Operating revenue:
Sales, net	$	161,502		$	103,307
Other		—			89

		161,502			103,396
Cost of sales		148,403			98,303

Gross profit		13,099			5,093

Operating expenses		10,907			6,671

Income (loss) from operations		2,192			(1,578	)

Interest expense		3,953			3,075
Other income — net		(516	)		(886	)

Loss before income taxes and discontinued operations		(1,245	)		(3,767	)

Income tax benefit		—			(884	)

Loss from continuing operations before discontinued operations		(1,245	)		(2,883	)

Income from discontinued operations, net of income taxes		1,115			3,175

Net(loss)income	$	(130	)	$	292

Basic and diluted (loss)income per share:
Loss from continuing operations	$	(0.04	)	$	(0.09	)
Income from discontinued operations		0.04			0.10

Net (loss) income	$	—		$	0.01

Weighted average shares outstanding:
Basic and diluted		31,640,994			31,640,994

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT AND
COMPREHENSIVE LOSS
(In Thousands, Except Share Data)
(Unaudited)


										Total
										Stockholders'
	Common Stock				Additional					Deficit and
					Paid-in		Accumulated			Comprehensive
	Shares		Amount		Capital		Deficit			Loss
Balance as of
December 31, 2003		31,640,994	$	32	$	182,088	$	(277,885	)	$	(95,765	)

Net loss and comprehensive loss		—		—		—		(130	)		(130	)

Balance as of
June 30, 2004		31,640,994	$	32	$	182,088	$	(278,015	)	$	(95,895	)

The accompanying notes are an integral part of these condensed consolidated financial statements.


	For the Six
	Months Ended
	June 30,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(130	)	$	292
Adjustments to reconcile net (loss) income to cash used in operating activities:
Income from discontinued operations		(1,115	)		(3,175	)
Paid-in-kind interest note obligations		1,095			225
Write-off of deferred financing fees		145			—
Gain on Aerocell settlement, net of cash received		—			(455	)
Depreciation and amortization		2,654			2,583
Amortization of deferred financing costs		542			1,164
Provision for (recovery of) doubtful accounts		27			(158	)
Change in working capital:
Accounts receivable		(10,696	)		(12,782	)
Inventories		70			(3,085	)
Other assets		173			(2,272	)
Accounts payable		(2,363	)		6,611
Customer deposits		3,514			1,008
Other liabilities		(1,216	)		(423	)

Net cash used in operating activities		(7,300	)		(10,467	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets, net of transaction expenses		24,861			—
Purchases of fixed assets		(1,139	)		(612	)

Net cash provided by (used in) investing activities		23,722			(612	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under senior debt facilities		171,787			103,897
Payments under senior debt facilities		(174,818	)		(95,330	)
Proceeds of term loan with related party		6,162			3,050
Proceeds of term loans with financial institutions, net		5,900			—
Payments on capital leases		(24,623	)		(558	)
Payments of deferred financing costs		(2,896	)		(435	)

Net cash (used in) provided by financing activities		(18,488	)		10,624

Net cash provided by discontinued operations		720			254

Net decrease in cash and cash equivalents		(1,346	)		(201	)
Cash and cash equivalents, beginning of period		1,603			339

Cash and cash equivalents, end of period	$	257		$	138

The accompanying notes are an integral part of these condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
(Amounts and Shares in Thousands, Except Per Share Data)

TIMCO Aviation Services, Inc. (the “Company”) is a Delaware corporation that, through its subsidiaries, provides aircraft maintenance, repair and overhaul (“MR&O”) services to commercial passenger airlines, air cargo carriers, aircraft leasing companies, maintenance and repair facilities and aircraft parts distributors throughout the world.

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 U.S. generally accepted accounting principles have been condensed or omitted. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (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 June 30, 2004, the results of its operations for the three month and six month periods ended June 30, 2003 and 2004 and its cash flows for the six month periods ended June 30, 2003 and 2004. The results of operations and cash flows for the six month period ended June 30, 2004 are not necessarily indicative of the results of operations or cash flows which may be reported for the year ending December 31, 2004.

During the quarter ended June 30, 2004, the Company refinanced all of its senior debt. On April 8, 2004, the Company closed on an agreement with the CIT Group in which the Company obtained a $35,000 senior secured revolving line of credit (the “CIT Group Revolving Line of Credit”) and a $6,400 senior secured term loan (the “CIT Group Term Loan”, and collectively with the CIT Group Revolving Line of Credit, the “CIT Group Credit Facility”). The CIT Group Credit Facility matures on December 31, 2007. Effective on the same date, the Company obtained an $8,000 senior secured term loan from Hilco Capital LP (the “Hilco Term Loan”) and refinanced the $14,412 of aggregate term debt due to its principal stockholder. In addition, on March 31, 2004, the Company sold its office and warehouse facility located in Miramar, Florida and used the proceeds to repay in full the Company’s TROL financing obligation ($23,824 as of March 31, 2004). For details of these events, see Notes 3, 4 and 5.

For the year ended December 31, 2003, the Company incurred a loss from continuing operations of $4,303 (adjusted for the reclassification of income and expenditures related to the Company’s Miramar facility. See Note 2 for particulars). The Company also had a net stockholders’ deficit as of December 31, 2003 and continued to require additional cash flow above amounts currently being provided from operations to meet its working capital requirements. The Company’s 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 Company’s future financial and operating performance. That performance, in turn, is subject to various factors, including certain factors beyond the Company’s control, such as changes in conditions affecting the airline industry and changes in the overall economy. Additionally, as a result of the state of the general economy, fluctuations in the price of jet fuel, a significant decline but partial resurgence, from calendar year 2000, in passenger airline travel, the currently on-going global war on terrorism, the war in Iraq, and a competitive price reduction in airfare prices has significantly impacted the airline industry, and thus the Company’s customer base. The result for some carriers has been the filing for protection under Chapter 11 of the United States Bankruptcy Code. These factors have also resulted in some of the Company’s competitors exiting the maintenance, repair, and overhaul business.

The Company is highly leveraged and has significant obligations under its outstanding debt agreements. As a result, significant amounts of cash flow from operations are needed to make required payments of the Company’s debt 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 and noteholders, 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. 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 make all required debt payments and meet all financial covenants in 2004, there can be no assurance that it will be able to do so.

In March 2004, the Company sold its office and warehouse facility located in Miramar, Florida for a sales price of $26,000. See Note 5 for particulars of this sales transaction and resulting repayment of the Company’s TROL financing that was secured by the assets of this facility. The Company has determined that the gain from its sale of the Miramar facility along with the related rental income, depreciation expense and interest expense should be netted with income from discontinued operations. These amounts were reported as part of continuing operations in the Company’s condensed consolidated financial statements for the three months ended March 31, 2004. Had the Company reported these amounts as components of discontinued operations for the quarter ended March 31, 2004 the Company’s loss from continuing operations before discontinued operations would have been $853 ($0.03 per basic share and $0.00 per diluted share) and the Company’s income from discontinued operations would have been $971 ($0.03 per basic share and $0.00 per diluted share).

In December 2003, the Company entered into an agreement to sell an idle facility located in Covington, Kentucky. This facility was previously part of the Company’s manufacturing operations and had no operations since fiscal 2000. The net sales price was $454 and is included within net assets of discontinued operations as of December 31, 2003 within the accompanying condensed consolidated balance sheet. The resulting gain on this sale, which was recognized with the consummation of the sale during the fourth quarter of 2003, was $411. The cash proceeds related to this sale were fully funded in February 2004.

Commencing January 30, 2004, the Company entered into a series of two amendments and limited waiver agreements pursuant to which the maturity date of the Company’s then existing senior revolving credit and term loan facilities, which were scheduled to mature on January 31, 2004, were extended until July 31, 2004. Through these series of amendments and limited waiver agreements, the Company temporarily extended its senior revolving credit facility and term loan (the “Amended Credit Agreement”). Under the Amended Credit Agreement, the Company had a $30,000 senior secured revolving line of credit (the “Amended Revolving Credit Facility”) and a $3,500 senior secured term loan (the “Amended Term Loan” and collectively with the Amended Revolving Credit Facility, the “Amended Credit Facility”). Borrowings under the Amended Credit Facility were secured by a lien on substantially all of the Company’s assets and the borrowing base consisted primarily of certain of the Company’s account receivables, inventory, and machinery and equipment. The interest rate on the Amended Revolving Credit Facility was, at the Company’s option, (a) prime plus 3% per annum, or (b) LIBOR plus 4.5% per annum. The interest rate on the Amended Term Loan was 12% per annum.

On April 8, 2004, the Company closed on a refinancing of its senior debt as contemplated by a financing agreement dated April 5, 2004 between the Company and the CIT Group. Under this financing agreement, the Company obtained the CIT Group Revolving Line of Credit, which is a $35,000 senior secured revolving line of credit, and the CIT Group Term Loan, which is a $6,400 senior secured term loan. The Company used the proceeds from the CIT Group Credit Facility to repay in full amounts outstanding under its Amended Revolving Credit Facility, to repay the warrant repurchase obligation due to a previous lender (as described in Note 7) and for working capital.

The CIT Group Revolving Line of Credit is due December 31, 2007 and bears interest, at the Company’s 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 Company’s leverage ratio. The Company has currently elected the Prime option. Also, in accordance with the requirements of EITF 95-22, the Company has presented this revolving line of credit as a short-term obligation. The CIT Group Term Loan is due in quarterly installments of $291, commencing on October 1, 2004, with the final quarterly installment due on December 31, 2007. The CIT Group Term Loan bears 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 Company’s financial performance and certain other covenants, including limitations on the incurrence of additional debt, 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 Hilco Term Loan (described below) will also result in a default under the CIT Group Credit Facility. Borrowings under the CIT Group Credit Facility are secured by a lien on substantially all of the Company’s assets. Borrowings under the CIT Group Revolving Line of Credit are based on a borrowing base formula that takes into account the level of the Company’s

receivables and inventory. Further, the amounts that the Company can borrow under the CIT Group Revolving Line of Credit are affected by various availability reserves that are established by the lenders under the financing agreement, and the Company’s borrowings under the CIT Group Revolving Line of Credit are limited based on the ratio of the Company’s debt to EBITDA. Finally, the agreement relating to the CIT Group Revolving Line of Credit requires that at the time of each additional borrowing, the Company must be in a position to 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 Company’s 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 June 30, 2004, the outstanding aggregate amount borrowed under the CIT Group Revolving Credit Facility was $11,674, the outstanding CIT Group Term Loan was $6,400, the amount of outstanding letters of credit under the CIT Group Revolving Credit Facility was $10,064 and $10,063 was available for additional borrowing under the CIT Group Revolving Credit Facility.

Additionally, simultaneous with its obtaining the CIT Group Credit Facility, the Company obtained the Hilco Term Loan, which is an $8,000 term loan, from Hilco Capital LP. The Company used the proceeds from the Hilco Term Loan to repay amounts outstanding under its Amended Revolving Credit Facility and Amended Term Loan. The Hilco Term Loan matures on December 31, 2007 and bears interest at Prime plus an advance rate ranging from 3.00% and 6.00% with the advance rate contingent upon our meeting (from time to time) a ratio of the Company’s secured debt to EBITDA. In addition, the Hilco Term Loan bears PIK interest ranging from 2.00% to 5.00% with the prevailing rate also being contingent upon the ratio of the Company’s level of secured debt to EBITDA. At no time during the term of this loan, however, will the combined cash and PIK interest rate be less then 9.00% nor greater then 18.00% per annum. Also, the Hilco Term Loan contains certain financial covenants regarding the Company’s financial performance and certain other covenants, including limitations on the incurrence of additional debt, and provides for the termination of the Hilco Term Loan and repayment of all debt in the event of a change in control, as defined. In addition, an event of default under the CIT Group Credit Facility (described above) will also result in a default under the Hilco Term Loan. Borrowings under the Hilco Term Loan are secured by a lien on substantially all of the Company’s assets.

In connection with the CIT Group Credit Facility and the Hilco Term Loan, the Company paid aggregate fees of approximately $2,858. These fees will be amortized as deferred financing fees over the term of the new loans. In addition, as a result of these financing activities, the Company has expensed approximately $145 of deferred financing costs in April 2004 which relate to the Amended Credit Facility.

In addition, the Company previously had a $5,000 term loan with Bank of America (“BofA”), which had been credit supported by various parties, including the Company’s principal stockholder, and which was scheduled to mature on January 31, 2004. In connection with the above-described short-term extension of the Amended Credit Facility, the Company’s principal stockholder repaid BofA and agreed to extend the term of this loan, under the same terms previously extended by BofA, except the maturity date was extended until July 31, 2004. Under these terms, this $5,000 related party term loan bore interest at the rate of LIBOR plus 2%. In April 2004, the Company refinanced all of its previously outstanding debt (principal plus accrued and unpaid interest), including this $5,000 term loan, with its principal shareholder. See Note 4.

On May 14, 2003, the Company entered into an agreement with its principal stockholder pursuant to which the principal stockholder loaned the Company $6,050. This term loan was used for working capital requirements. This term loan had a three-year maturity, was secured, and bore paid-in-kind interest at the rate of 16% per annum. From inception through April 8, 2004 (the date the Company refinanced of all of its outstanding related party debt obligations), all interest obligations ($1,127) had been paid-in-kind. Further, the $1,300 loan obtained from the principal stockholder in connection with the acquisition of Brice Manufacturing in October 2002 was combined with and added into this $6,050 loan. This term loan from the Company’s principal stockholder contained cross acceleration provisions if the obligations to the Company’s senior lenders were accelerated.

In connection with the funding of the $6,050 term loan, the Company issued a warrant to its principal stockholder to acquire, for nominal consideration, 30% of the Company’s 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 as of May 14, 2003. The Company has 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). As a result of the related party term loan refinancing described below, effective April 8, 2004 the Company reset the amortization period for the unamortized deferred financing balance and will amortize this amount over the term of the newly established related party term loan (January 31, 2008).

In September 2003, the Company recorded a $900 obligation reflecting the Company’s purchase from its principal stockholder of the aircraft parts inventory located at the Goodyear facility (which inventory was acquired by the Company’s principal stockholder in the AMS bankruptcy proceedings; see Note 7).

In January 2004, the Company’s principal stockholder repaid the Company’s previously outstanding $5,000 term loan with BofA and continued to extend this loan to the Company under the same terms previously extended by BofA, except the maturity date was extended until July 31, 2004. See Note 3 for particulars.

On April 8, 2004, the Company combined all of its previously outstanding debt (principal plus accrued and unpaid interest) with its principal stockholder into a new $14,412 term loan due on January 31, 2008 (the “LJH Term Loan”). The LJH Term Loan combines the $1,300 loan relating to the Brice acquisition, the $6,050 related party term loan made in May 2003, the $900 obligation related to the AMS inventory purchase, the $5,000 loan which replaced the BofA term loan and PIK interest previously paid on these obligations. See above and Note 3 for a discussion of the outstanding debt components due to the Company’s principal stockholder that were combined in this new note. The LJH Term Loan bears interest at 18% per annum, 6% of which is payable in cash and the balance of which will be PIK. The LJH Term Loan is pari-passu with the New Notes, but is secured by a lien on substantially all of the Company’s assets. The LJH Term Loan also contains cross acceleration provisions if the Company’s obligations to the CIT Group and Hilco are accelerated.

The Company’s TROL financing arrangement was originally utilized to develop two facilities: (i) a corporate headquarters and warehouse facility, which was being subleased to Kellstrom Aerospace, LLC, and (ii) a facility to house the Company’s Caribe operations, which was sold in May 2001. Substantially all of the Company’s subsidiaries had guaranteed the Company’s obligations under the TROL financing arrangement. Payments were at a rate of Prime plus 3.25% to 4.00% and the Company was responsible for all property taxes, insurance and maintenance of the property. Under the terms of the Amended TROL Financing Agreement, entered into in July 2002, the maturity date of the TROL financing was extended until June 30, 2005 and the base monthly rental under the TROL was increased to the greater of: (i) the amount being received by the Company under its sublease for the Company’s Miramar facility plus, commencing July 1, 2003, an additional monthly payment by the Company, or (ii) $210.

On February 5, 2004, the Company entered into a definitive agreement to sell its office and warehouse facility located in Miramar, Florida, and on March 31, 2004, the Company closed on the sale contemplated by this definitive agreement. The gross sales price was $26,000. The proceeds of the sale were used to repay in full the TROL financing obligation ($23,824). The balance, net of transaction expenses and other Miramar property related expenses which the Company was obligated to pay, which approximates $320, was used to repay amounts outstanding under the Amended Term Loan (which repayment occurred in April 2004 as part of Company’s refinance of all of its senior debt obligations. See Note 3). Additionally, as a result of this sale, the Company has recorded a gain on disposal of fixed assets of $825 in the first quarter. This gain is included within income from discontinued operations, net of income taxes within the accompanying condensed consolidated statements of operations for the six months ended June 30, 2004. Finally, as was required under the Company’s previous senior credit facility, in February 2004, the Company entered into an amendment and limited waiver agreement with its previous senior lenders for the purpose of releasing the Miramar facility for sale.

On February 28, 2002, in connection with its 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 Notes”), which mature on December 31, 2006. The New Notes bear interest from the date of issuance and are payable at the Company’s option either in cash or paid-in-kind through the issuance of additional New Notes semiannually on June 30 and December 31 of each year. See Note 10 to Notes to Consolidated Financial Statements contained in the Company’s 2003 Form 10-K for particulars of the Company’s February 2002 capital and debt restructuring and for further details of the New Notes.

The New Notes are redeemable for cash at the Company’s option at the following percentages of par plus accrued interest on the par value through the date of redemption: 2004 — 73.0%, 2005 — 75.625% and 2006 — 77.5%. The New Notes also provide that the holders will receive an aggregate of 3,003 shares of common stock if the New Notes are redeemed in 2004, 2005 or 2006.

If the New Notes have not already been redeemed or repurchased, the New Notes, including those New Notes previously issued as paid-in-kind interest and all accrued but unpaid interest, will automatically convert on December 31, 2006 into an aggregate of 270,276 shares of common stock. Holders of New 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 share.

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 exchange offer and consent solicitation, $16,247 in aggregate principal amount, net of unamortized discount, of Old Notes remain outstanding at March 31, 2004. Interest on the Old Notes is payable on February 15 and August 15 of each year. See Note 5 to the Notes to Consolidated Financial Statements contained in the Form 10-K for details regarding the Old Notes.

The Old Notes are redeemable, at the Company’s option, in whole or in part, at any time after February 15, 2003, at the following redemption prices, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date: (i) 2004—102.708%; (ii) 2005—101.354%; and (iii) 2006 and thereafter—100%. Upon the occurrence of a change in control, the Company will be required to make an offer to repurchase all or any part of each holder’s senior subordinated notes at a repurchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, thereon to the repurchase date. There can be no assurance that the Company will have the financial resources necessary to purchase the remaining Old Notes upon a change in control or that such repurchase will then be permitted under the Company’s senior credit facilities.

In September 2002, as part of a class action settlement, the Company issued $4,000 face value, in aggregate, new junior subordinated convertible PIK notes (“Junior Notes”). The Junior Notes bear interest at 8% and mature on January 2, 2007. Interest on the Junior Notes is payable at the Company’s option either in cash or paid-in-kind through the issuance of additional notes semiannually on June 30 and December 31 of each year. Additionally, the Junior Notes have been recorded as of September 20, 2002 (the effective date) at the then current redemption value of $2,500. The discount is being accreted to the maturity redemption value, due in January 2007, of approximately $4,400. See Notes 5 and 7 of Notes to Consolidated Financial Statements contained in the Form 10-K for particulars of the class action settlement and for further details regarding the Junior Notes.

The Junior Notes are redeemable for cash at the Company’s option at the following percentages of par plus accrued interest on the par value through the date of redemption: 2004 — 73.0%, 2005 — 75.625% and 2006 — 77.5%. The Junior Notes also provide that the holders will receive an aggregate of 104 shares of common stock if the Junior Notes are redeemed in 2004, 2005 or 2006.

If the 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 an aggregate of 9,320 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.

The Company is taking remedial action pursuant to Environmental Protection Agency and Florida Department of Environmental Protection (“FDEP”) regulations at TIMCO-Lake City. Testing and evaluation for all known sites on TIMCO-Lake City’s property is substantially complete 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 adequate accrual for the estimated costs associated with its current remediation strategies. Additionally, there are other areas adjacent to TIMCO-Lake City’s 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. Based upon the most recent cost estimates provided by environmental consultants, it is estimated that the total remaining

testing, remediation and compliance costs for this facility will be $768. Additionally, during 2003, the Company secured an insurance policy to comply with financial assurances required by the FDEP.

Accrued expenses in the accompanying June 30, 2004 and December 31, 2003 condensed consolidated balance sheets include $768 and $810, respectively, related to obligations to remediate the environmental matters described above. 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.

During December 2002, an entity controlled by the Company’s 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 April 2003, the Company entered into an operating sublease agreement with the principal stockholder to operate the business in the facilities that were previously leased to AMS. The term of the sublease is for three years with 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 under the main lease. In addition, as discussed in Note 4, the Company increased its related party obligation by $900 reflecting t


Delaware		65-0665658
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

623 Radar Road		27410
Greensboro, North Carolina		(Zip Code)
(Address of principal executive offices)


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	2,422	$	3,012

Income taxes refunded		—	$	174

SUPPLEMENTAL SCHEDULE OF NON CASH FINANCING ACTIVITIES:
Acquisition of property through capital lease	$	2,224	$	—

Value of warrant issued to shareholder in exchange for note payable financing	$	—	$	1,258