SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 425
Pursuant to Rule 425 under the
Securities Act of 1934
AVIATION GROUP, INC.
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(Exact name of registrant as specified in its charter)
TEXAS 0-10124 75-2631373
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
700 N. Pearl Street, Suite 2170
Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 922-8100.
1
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Set forth below is the text of the Press Release dated May 31, 2000.
Aviation Group, Inc. Reports 3rd QTR Fiscal 2000 Results;
Consolidated Balance Sheet Includes Global Leisure Travel, Inc.;
Shareholder Vote for travelbyus.com, ltd. Combination Planned
DALLAS, May 31, 2000 (Business Wire)--Aviation Group, Inc. (Nasdaq: AVGP) today
reported revenues and income for the three and nine month periods ended March
31, 2000. The Company's balance sheet at March 31, 2000 included the newly
acquired operations of Global Leisure Travel, Inc. Operating results of Global
will be included in Company financial statements beginning April 1, 2000.
For the three months ended March 31, 2000 the Company reported revenues of
$3,830,000, versus $3,586,000 for the same period ended March 31, 1999. Net
income for the quarter ended March 31, 2000 was $(830,000) or $(.21) per share
versus $(1,251,000) or $(.36) for the three months ended March 31, 1999. Net
income for the March 31, 2000 quarter included losses from discontinued
operations of $172,000, versus a loss from discontinued operations of $314,000
for the corresponding 1999 three month period.
For the nine months ended March 31, 2000 the Company reported revenues of
$9,359,000 versus $11,941,000 for the nine months ended March 31, 1999. The
fiscal 1999 results include revenues from the Company's fixed base and ground
handling operations. These divisions were sold during the quarter ended March
31, 2000 and accordingly revenues from these divisions are not included in
operating results for the period ended March 31, 2000. Net loss for the nine
months ended March 31, 2000 was $2,144,000 or $.58 per share, versus a loss of
$1,302,000 or $.38 for the corresponding nine month period ended March 31, 1999.
The increase is attributable to reductions in the Company's painting activities
during the fiscal 2000 period. Such activities are expected to return to normal
levels during the fourth fiscal quarter, the Company reported. The fiscal 2000
operating results also include income from discontinued operations of $379,000
versus a loss from discontinued operations of $314,000 for the corresponding
nine month period ended March 31, 1999.
As previously announced, the Company has executed the agreement relating to its
planned business combination with travelbyus.com ltd., an internet-based travel
enterprise. "We have been working hard to complete all necessary paperwork
required to hold the shareholder meeting necessary to approve our planned
combination with travelbyus.com ltd." said Lee Sanders, Aviation Group, Inc.
Chairman. "We are excited about our opportunity to build a leading global
internet travel business, and look forward to completing the transaction and
working with travelbyus.com management to integrate its operations fully into
Aviation Group" said Sanders.
Contact: Lee Sanders, CEO
214-922-8100
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy any securities nor shall there be any sale of any securities in
any state or Canadian province in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under applicable securities
laws. Prospective investors are urged to read, when filed with the Securities
and Exchange Commission, the prospectus/joint proxy statement and registration
statement that will be filed by the Company in connection with the transactions
described in this press release. After filing, these documents will be available
for free at the Securities and Exchange Commission's EDGAR website at
www.sec.gov and may be obtained for free from the Company upon request.
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AVIATION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31, June 30,
2000 1999
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,758,000 $ 84,000
Restricted time deposit 3,259,000 538,000
Accounts receivable, net 2,701,000
2,200,000 Inventory 904,000 1,547,000
Prepaid expenses and other 631,000 170,000
Prepaid tour costs 1,990,000 --
Discontinued assets held for resale 471,000 --
Total Current Assets 11,714,000 4,539,000
Property and equipment, net 3,194,000 4,050,000
Product contracts & other intangibles, net 7,523,000 --
10,717,000 4,050,000
Goodwill, net 49,975,000 4,144,000
Other 440,000 319,000
Total Assets $ 72,846,000 $ 13,052,000
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term obligations $ 1,246,000 463,000
Current portion of capital lease obligations 134,000 164,000
Revolving and other short-term borrowings 1,713,000 2,316,000
Accounts payable 4,055,000 2,334,000
Accrued liabilities 8,365,000 1,335,000
Total Current Liabilities 15,513,000 6,612,000
Long-Term Liabilities
Long-term debt, net of current maturities 3,202,000 880,000
Capitalized leases, net of current maturities -- 439,000
Total Long-Term Liabilities 3,202,000 1,319,000
Total Liabilities 18,715,000 7,931,000
Shareholders' Equity
Series A 9% cumulative convertible Preferred Stock, $.01 par value
$10,000 liquidation preference, 1,650 share outstanding 2,000 --
Series B 12% cumulative Preferred Stock, $.01 par value
$10,000 liquidation preference, 2,100 shares outstanding
Common Stock, $.01 per value, 10,000,000 shares 2,000 --
authorized, 4,698,801 and 3,573,929 shares
issued and outstanding 47,000 36,000
Additional paid-in capital 60,904,000 9,766,000
Retained earnings (deficit) (6,824,000) (4,681,000)
Total Shareholders' Equity 54,131,000 5,121,000
Total Liabilities and Shareholders' Equity $ 72,846,000 $ 13,052,000
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<TABLE>
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AVIATION GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
March 31, December 31,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenue $ 3,830,000 $ 3,586,000 $ 9,359,000 $ 11,941,000
Cost of revenue 2,340,000 2,348,000 5,890,000 7,187,000
Gross profit 1,490,000 1,238,000 3,469,000 4,754,000
General and administrative expenses 1,872,000 1,727,000 4,997,000 4,783,000
Depreciation and amortization 166,000 196,000 505,000 541,000
2,038,000 1,923,000 5,502,000 5,324,000
Income (loss) from operations (548,000) (685,000) (2,033,000) (570,000)
Other income (expenses)
Other income (expense) 2,000 -- 3,000 2,000
Interest expense, net (112,000) (53,000) (493,000) (221,000)
(110,000) (53,000) (490,000) (219,000)
Loss from continuing operations
before income taxes (658,000) (738,000) (2,523,000) (789,000)
Benefit for income taxes -- 199,000 -- 199,000
Loss from continuing operations (658,000) (937,000) (2,523,000) (988,000)
Loss from discontinued operations (82,000) (314,000) (221,000) (314,000)
Gain (loss) on sale of subsidiaries, net (90,000) -- 600,000 --
(172,000) (314,000) 379,000 (314,000)
Net income (loss) $ (830,000) $(1,251,000) $ (2,144,000) $ (1,302,000)
Earnings (loss) per common share
Income (loss) before discontinued operations $ (0.17) $ (0.27) $ (0.68) $ (0.29)
Income (loss) from discontinued operations (0.04) (0.09) 0.10 (0.09)
Net income per share (basic and diluted) $ (0.21) $ (0.36) (0.58) $ (0.38)
Weighted average shares outstanding 3,948,801 3,524,062 3,698,886 3,409,469
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Except for the historical information contained herein, this press release
contains statements that constitute forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
inherently involve risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements. Factors that may cause or
contribute to such differences include, among other things, the Company's
ability to close the proposed transaction disclosed above, dependence on certain
customers, changes in the airline travel industry, seasonality of the Company's
painting business, risk of future losses from operations, the ability to sell or
merge all or a portion of the Company's businesses, uninsured casualty losses,
environmental regulation of airline stripping and painting operations ind
increased competition in the airline services industry. Other risks and
uncertainties include changes in business conditions and the economy in general,
changes in governmental regulations, unforeseen litigation and other risk
factors identified in the Company's SEC filings under "Risk Factors". The
Company undertakes no obligation to update these forward-looking statements for
revisions or changes after the date of this press release.
