425 1 0001.txt FORM 425 FOR AVIATION GROUP INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 425 Pursuant to Rule 425 under the Securities Act of 1934 AVIATION GROUP, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 0-10124 75-2631373 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 700 N. Pearl Street, Suite 2170 Dallas, Texas 75201 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 922-8100. 1 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.
AVIATION GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) March 31, June 30, 2000 1999 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
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 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
# # # 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.