GREENSBORO, N.C., Dec. 8 /PRNewswire-FirstCall/ -- TIMCO Aviation Services, Inc. (OTC: TMAV) (BULLETIN BOARD: TMAV) today responded to the statements contained in a press release issued yesterday by James Ventures, L.P. ("JVLP") in which JVLP made certain statements regarding a lawsuit that JVLP has recently filed against the Company in the U.S. District Court for the District of Arizona. The lawsuit alleges that the Company has breached a purported oral agreement for indemnification and seeks damages in the amount of $6.6 million, plus interest, costs and attorneys fees. The Company does not believe that any such indemnification agreement exists, believes it has meritorious defenses to the claim and intends to vigorously defend the lawsuit.
As previously reported, at the time of the Company's sale of its redistribution business to Kellstrom Industries ("Kellstrom") in December 2000, four investors: (i) Robert Alpert ("Alpert"), a former director and principal stockholder of the Company, (ii) Don A. Sanders, (iii) Robert Belfer, and (iv) Lacy Harber, the Company's current principal stockholder (collectively, the "LOC Lenders"), posted $8.0 million in letters of credit with Kellstrom's lenders to support Kellstrom's senior revolving credit facilities. JVLP has asserted in its complaint that under the purported oral agreement, the Company agreed to "fully indemnify the LOC Lenders from any and all harm, cost or losses they might incur if Kellstrom failed to fully perform its obligations to the LOC Lenders, or if Kellstrom failed to fully perform its obligations to [Kellstrom's senior lenders]." In addition to asserting its own alleged claims in the complaint, JVLP asserts that it has acquired the rights and claims of Messrs. Sanders and Belfer under the purported oral agreement and the complaint seeks relief for itself under those alleged rights and claims. Neither Mr. Sanders nor Mr. Belfer is a party to the action. The fourth LOC Lender, Lacy Harber, is also not a party to the action and has advised the Company that he does not believe that any such oral agreement to pay for losses caused by the alleged failure of Kellstrom to meet its obligations existed or exists.
The letters of credit were drawn by Kellstrom's lenders in October 2001 and the LOC Lenders became creditors of Kellstrom in its bankruptcy proceeding. In Kellstrom's bankruptcy proceeding, the LOC Lenders asserted claims against a warehouse and office facility that Kellstrom owned in Sunrise, Florida (the "Sunrise Facility"). In July 2002, the LOC Lenders entered into a proceeds sharing agreement with Kellstrom's lenders in which the LOC Lenders were given certain rights in the Sunrise Facility. For information regarding these matters, see the Company's Annual Report on Form 10-K for the year ended December 31, 2002. Based on available information, the Company believes that the LOC Lenders, excluding Mr. Harber, fully recouped not less than the $6.0 million that they funded to Kellstrom in December 2000 from the sale of the Sunrise Facility in 2004.
Further, the Company reported that Alpert was a member of the Company's Board of Directors at the time of the events that are the subject matter of the complaint, and that no Board nor shareholders action approving any such indemnification agreement in favor of an entity controlled by a member of the Company's Board of Directors, nor anyone else, was ever obtained. Additionally, Dale S. Baker ("Baker"), the Company's former Chairman and Chief Executive Officer, who has filed an affidavit in support of JVLP's claim that is attached to the complaint, has previously provided the Company with an affidavit disavowing the existence of any such purported oral indemnification agreement, and has never advised the Company, nor the Company's Board of Directors, that any such purported oral indemnification obligation exists.
In its press release, JVLP also states that the disclosure in TIMCO's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 was incorrect because it stated that the claim sought damages of $6,600 and not $6.6 million. Since all financial information contained in TIMCO's third quarter 2005 Form 10-Q was reported in thousands, the Form 10-Q disclosure was correct.
TIMCO Aviation Services, Inc. is among the world's largest 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 currently operates four MRO businesses: Triad International Maintenance Corporation (known as TIMCO), which, with its four active locations (Greensboro, NC; Macon, GA; Lake City, FL and Goodyear, AZ), is one of the largest independent providers of heavy aircraft maintenance services in the world and also provides aircraft storage and line maintenance services; Brice Manufacturing, which specializes in the manufacture and sale of new aircraft seats and aftermarket parts and in the refurbishment of aircraft interior components; TIMCO Engineered Systems, which provides engineering services both to our MRO operations and our customers; and TIMCO Engine Center, which refurbishes JT8D engines and performs on-wing repairs for both JT8D and CFM-56 series engines. Visit TIMCO online at http://www.timco.aero/.
This press release contains forward-looking statements, including statements regarding the Company's defenses to the claim asserted in the lawsuit. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially from forecasted results. A number of factors, including the Company's ability to successfully defend the claim asserted in the lawsuit and those identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, could adversely affect the Company's ability to obtain these results. Copies of the Company's filings with the U.S. Securities and Exchange Commission are available from the SEC or may be obtained upon request from the Company. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.
Website: http://www.timco.aero/