River Hawk Aviation, Inc. (Pink Sheets: RHWA) (River Hawk) today
announced that it has executed an agreement to merge with Profile
Aviation Services of Hickory, North Carolina (Profile). The agreement
provides for an exchange of cash, a convertible note and common stock
of River Hawk worth approximately $5.5 million.
Profile, a full-service, fixed-base operation (FBO), includes two
companies: 1. Profile Aviation Center, Inc., and 2. Profile Services,
Inc. Profile in general provides charter aviation services, aircraft
rentals and aircraft leasing. In addition, Profile provides flight
school training, aircraft fueling services, aviation equipment repair,
maintenance and modification services. Due to Profile's high industry
standards and professionalism, NASCAR racing teams utilize Profile as
a preferred and leading supplier of aviation charter services. Profile
generated revenues of approximately $8.3 million from operations year
ending December 31, 2006.
Calvin Humphrey, CEO of River Hawk, stated, "I am very pleased to
announce this merger agreement between River Hawk and Profile
Aviation. Profile has numerous profit centers that we believe can be
enhanced through this merger. Further, we expect this merger to
facilitate new business both internally and externally. Carroll Smith
founded Profile and is its principal officer and shareholder."
Mr. Humphrey elaborated, "Carroll is a lifelong aviation veteran,
and between Carroll and I, we have in excess of 85 years' industry
experience. Carroll and I believe we have the ability to expand our
revenue base relatively quickly as we feel this merger will position
us favorably to make additions and adjustments to the aircraft fleet
and to enhance and expand our contract service capabilities
immediately. Profile's present estimated fair market assets of
approximately $12-13 million include aviation equipment and plane
hangars. River Hawk's wholesale and retail aviation aircraft parts,
and accessories sales from our San Antonio subsidiary, has assets in
excess of $4 million FMV, bringing the total merged assets under the
agreement to approximately $16 to $17 million.. We are anxious to
consummate this merger and look forward to Profile and Carroll Smith's
expertise into the River Hawk family."
Carroll Smith was recently appointed to River Hawk's Board of
Directors.
About River Hawk Aviation, Inc.
River Hawk Aviation, Inc., is an aviation parts and components
supplier in the aviation industry, currently specializing in Saab and
other commuter aircraft parts and components as well as a provider of
consulting services, marketing and appraisals to the aviation
community. At present, the Company maintains executive offices in
Michigan and also has offices and inventory warehousing in San
Antonio, Texas.
The Company's plan for future growth and development will focus on
the acquisition of aviation-related operating businesses and airlines
that display the potential for restructuring into profitable and
sustainable aviation-related growth concerns.
Forward Looking Statements
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended ("the
Exchange Act"), and as such, may involve risks and uncertainties.
Forward-looking statements which are based upon certain assumptions
and describe future plans, strategies and expectations, are generally
identifiable by the use of words as "believe", "expect", "intend",
"anticipate", "project", or other similar expressions. These
forward-looking statements relate to, among other things, future
performance, and perceived opportunities in the market and statements
regarding the Company's mission and vision. The Company's actual
results, performance and achievements may differ materially from the
results, performance, and achievements expressed or implied in such
forward-looking statements. Additional factors that could materially
affect these forward-looking statements and/or predictions include,
among other things: (1) managing acquisitions and expansion of
operations; (2) our ability to obtain necessary financing and to
manage existing debt; (3) the risks inherent in the investigation,
involvement and acquisition of a new business opportunity; (4) the
Company's ability to comply with federal, state and local government
and international regulations; and (5) other factors over which we
have little or no control. Further information on potential factors
that could affect River Hawk Aviation, Inc. is found in the Company's
Form 10-K and other documents filed with the U. S. Securities and
Exchange Commission.
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