1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2001.
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Transition period from to
Commission File No. 1-7134
MERCURY AIR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4836590
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5456 McConnell Avenue, Los Angeles, CA 90066
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(310) 827-2737
--------------
(Registrant's telephone number, including area code)
Indicate by check mark 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 reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Number of Shares Outstanding
Title As of May 9, 2001
----- -----------------
Common Stock, $.01 Par Value 6,546,430
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MERCURY AIR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS MARCH 31, JUNE 30,
2001 2000
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 1,453,000 $ 2,143,000
Trade accounts receivable, net of allowance for doubtful accounts
of $2,846,000 at 3/31/01 and $2,550,000 at 6/30/00 57,844,000 49,184,000
Inventories, principally aviation fuel 3,233,000 3,428,000
Prepaid expenses and other current assets 4,224,000 2,960,000
------------- -------------
Total current assets 66,754,000 57,715,000
PROPERTY, EQUIPMENT AND LEASEHOLDS (Note 3), net of accumulated
depreciation and amortization of $50,639,000 at 3/31/01 and $43,792,000
at 6/30/00 72,894,000 65,133,000
OTHER ASSETS (Notes 3 and 6) 9,912,000 12,267,000
------------- -------------
$ 149,560,000 $ 135,115,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 29,875,000 $ 26,111,000
Accrued expenses and other current liabilities 9,330,000 6,091,000
Income tax payable 1,417,000
Current portion of long-term debt 6,210,000 6,936,000
------------- -------------
Total current liabilities 46,832,000 39,138,000
LONG-TERM DEBT (Note 9) 45,399,000 42,358,000
DEFERRED INCOME TAXES 110,000 110,000
SENIOR SUBORDINATED NOTE 22,984,000 22,844,000
COMMITMENTS AND CONTINGENCIES (Note 7)
STOCKHOLDERS' EQUITY (Note 4):
Preferred Stock - $.01 par value; authorized 3,000,000 shares;
no shares outstanding
Common Stock - $ .01 par value; authorized 18,000,000 shares; outstanding
6,546,430 shares at 3/31/01; outstanding 6,472,955 shares at 6/30/00 65,000 64,000
Additional paid-in capital 21,270,000 21,014,000
Retained earnings 13,661,000 10,423,000
Accumulated other comprehensive income (Note 10) (228,000) (228,000)
Notes receivable from sale of stock (533,000) (608,000)
------------- -------------
Total stockholders' equity 34,235,000 30,665,000
------------- -------------
$ 149,560,000 $ 135,115,000
============= =============
See accompanying notes to consolidated financial statements
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MERCURY AIR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, MARCH 31,
-------------------------------------------------------------------
2001 2000 2001 2000
-------------------------------------------------------------------
Sales and Revenues:
Sales $ 289,570,000 $ 185,074,000 $ 90,439,000 $ 69,788,000
Service revenues 73,869,000 63,034,000 24,673,000 20,147,000
-------------------------------------------------------------------
363,439,000 248,108,000 115,112,000 89,935,000
-------------------------------------------------------------------
Costs and Expenses:
Cost of sales 261,521,000 162,525,000 81,462,000 62,236,000
Operating expenses 74,445,000 60,417,000 26,002,000 20,422,000
-------------------------------------------------------------------
335,966,000 222,942,000 107,464,000 82,658,000
-------------------------------------------------------------------
Gross Margin (Excluding depreciation
and amortization) 27,473,000 25,166,000 7,648,000 7,277,000
-------------------------------------------------------------------
Expenses (Income):
Selling, general and administrative 6,114,000 5,383,000 1,959,000 1,711,000
Provision for bad debts (Note 7) 2,650,000 4,562,000 751,000 3,634,000
Depreciation and amortization 7,804,000 7,157,000 2,661,000 2,395,000
Interest expense 5,727,000 4,465,000 1,847,000 1,669,000
Interest income (129,000) (139,000) (61,000) (33,000)
-------------------------------------------------------------------
22,166,000 21,428,000 7,157,000 9,376,000
-------------------------------------------------------------------
Income (Loss) Before Provision (Benefit) for Income Taxes 5,307,000 3,738,000 491,000 (2,099,000)
Provision (Benefit) for Income Taxes 2,070,000 1,459,000 192,000 (817,000)
-------------------------------------------------------------------
Net Income (Loss) Before Extraordinary Item 3,237,000 2,279,000 299,000 (1,282,000)
Extraordinary Item less applicable
income tax benefit of $625,000 (979,000)
-------------------------------------------------------------------
Net Income (Loss) $ 3,237,000 $ 1,300,000 $ 299,000 $ (1,282,000)
===================================================================
Net Income (Loss) Per Common Share (Note 5):
Basic:
Before extraordinary item $ 0.50 $ 0.35 $ 0.05 $ (0.20)
Extraordinary item -- (0.15) -- --
===================================================================
Net income (loss) $ 0.50 $ 0.20 $ 0.05 $ (0.20)
===================================================================
Diluted:
Before extraordinary item $ 0.48 $ 0.32 $ 0.05 $ (0.20)
Extraordinary item -- (0.13) -- --
===================================================================
Net income (loss) $ 0.48 $ 0.19 $ 0.05 $ (0.20)
===================================================================
See accompanying notes to consolidated financial statements
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MERCURY AIR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED MARCH 31,
-------------------------------
2001 2000
-------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,237,000 $ 1,300,000
Non-cash component of extraordinary charge 824,000
Adjustments to derive cash flow provided by operating activities:
Bad debt expense 2,650,000 4,562,000
Depreciation and amortization 7,804,000 7,157,000
Amortization of senior subordinated note discount 140,000
Changes in operating assets and liabilities:
Trade and other accounts receivable (11,310,000) (8,347,000)
Inventories 195,000 (1,098,000)
Prepaid expenses and other current assets (1,264,000) (1,897,000)
Accounts payable 3,764,000 9,300,000
Income taxes payable 1,417,000
Accrued expenses and other current liabilities 3,239,000 (913,000)
-------------------------------
Net cash provided by operating activities 9,872,000 10,888,000
-------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Reduction in restricted cash-tax exempt bond 785,000
Decrease (increase) in other assets 1,596,000 (1,881,000)
Acquisition of businesses (10,400,000) (3,100,000)
Additions to property, equipment and leaseholds (4,405,000) (7,080,000)
-------------------------------
Net cash used in investing activities (13,209,000) (11,276,000)
-------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 11,969,000 5,264,000
Reduction of long-term debt (9,654,000) (10,428,000)
Reduction of note receivable from sale of stock 75,000 54,000
Reduction of convertible subordinated debentures (19,534,000)
Repurchase of common stock (1,856,000)
Proceeds from senior subordinated note 24,000,000
Proceeds from issuance of common stock 257,000
-------------------------------
Net cash provided by (used in) financing activities 2,647,000 (2,500,000)
-------------------------------
NET DECREASE IN CASH AND
CASH EQUIVALENTS (690,000) (2,888,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,143,000 4,797,000
-------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,453,000 $ 1,909,000
===============================
CASH PAID DURING THE PERIOD:
Interest $ 5,553,000 $ 5,132,000
Income taxes (refunded) $ (522,000) $ 2,309,000
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of 318 debentures into 43,590 shares of common stock $ 318,000
See accompanying notes to consolidated financial statements
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MERCURY AIR GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited consolidated financial statements reflect all
adjustments (consisting of normal, recurring accruals only) which are necessary
to fairly present the results for the interim periods. Such financial statements
have been prepared in accordance with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X and, therefore, do not include all the information or
footnotes necessary for a complete presentation. They should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
June 30, 2000 and the notes thereto. The results of operations for the nine
months ended March 31, 2001 are not necessarily indicative of results for the
full year.
Certain reclassifications were made to the prior year financial
statements to conform to the current year presentation.
NEW ACCOUNTING PRONOUNCEMENTS:
On July 1, 2000, the Company adopted Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting for Derivative Instruments and
Hedging Activities," which establishes accounting and reporting standards for
derivative instruments and for hedging activities. The statement requires that
an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. The
cumulative effect of adoption at July 1, 2000 was insignificant. At March 31,
2001, there were no outstanding derivative contracts.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101"), which provided the staff's views in
applying generally accepted accounting principles to selected revenue issues.
SAB 101, as amended, is required to be implemented by the Company during the
quarter ended June 30, 2001. The Company does not believe that the impact of
implementing SAB 101 will be material.
NOTE 2 - INCOME TAXES:
Income taxes have been computed based on the estimated annual effective
income tax rate for the respective years.
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NOTE 3 - ACQUISITIONS:
On September 1, 2000, the Company acquired certain assets of an FBO
located in Birmingham, Alabama, from Raytheon Aircraft Services, Inc. (RAS) for
$6.6 million in cash, which was funded under the Company's acquisition line. The
acquisition was accounted for under the purchase method of accounting. Included
in the acquisition are tangible refueling assets utilized in the FBO business,
leasehold and leasehold improvements and a sublease for the entire duration of
the master lease. The consideration of $6.6 million has been allocated to
Property, Equipment and Leaseholds. The consideration included a deposit of $1.5
million which was included in Other Assets at June 30, 2000.
In July 2000, the Company purchased hangars, buildings and leaseholds at
its Tulsa, Oklahoma FBO and paid $3.8 million cash which was borrowed from its
acquisition line.
NOTE 4 - STOCKHOLDERS' EQUITY:
During the nine month period ended March 31, 2001, 73,475 common shares
were issued resulting from the exercise of options, the proceeds of which were
$257,000. In addition, options to purchase 86,275 common shares were repurchased
by the Company in September 2000 at a cost of $428,000 and charged to expense.
NOTE 5 - EARNINGS PER SHARE:
Basic income per common share is computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted
income per share is computed by dividing net income by the weighted average
number of common shares and potential common shares. Potential common shares
include stock options, warrants and shares resulting from the assumed conversion
of subordinated debentures, when dilutive. For the three months ended March 31,
2000, weighted average common and common equivalent shares exclude shares
resulting from the assumed exercise of stock options and assumed conversion of
debentures since the impact was anti-dilutive.
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Nine Months Ended
March 31, 2001 March 31, 2000
-------------------------- ---------------------------
Diluted Basic Diluted Basic
----------- ----------- ----------- -------------
Weighted average number of
common shares outstanding
during the period 6,521,000 6,521,000 6,601,000 6,601,000
Common stock equivalents
resulting from the assumed
exercise of stock options
and warrants 171,000 405,000
Common shares resulting
from the assumed conversion
of debentures 44,000 770,000
----------- -----------
Weighted average number of
common and common equivalent
shares outstanding during
the period 6,736,000 6,521,000 7,776,000 6,601,000
=========== =========== =========== ===========
Net income (loss) before
extraordinary item $ 3,237,000 $ 3,237,000 $ 2,279,000 $ 2,279,000
Interest expense, net of tax,
on convertible debenture 15,000 183,000
----------- ----------- ----------- -----------
Adjusted income (loss)
before extraordinary item 3,252,000 3,237,000 2,462,000 2,279,000
Extraordinary item (979,000) (979,000)
----------- ----------- ----------- -----------
Adjusted income (loss) $ 3,252,000 $ 3,237,000 $ 1,483,000 $ 1,300,000
=========== =========== =========== ===========
Common and common share
equivalents 6,736,000 6,521,000 7,776,000 6,601.000
=========== =========== =========== ===========
Earnings (loss) per share:
Before extraordinary item $ 0.48 $ 0.50 $ 0.32 $ 0.35
Extraordinary item (0.13) (0.15)
----------- ----------- ----------- -----------
Net income (loss) $ 0.48 $ 0.50 $ 0.19 $ 0.20
=========== =========== =========== ===========
Three Months Ended
March 31, 2001 March 31, 2000
------------------------- ---------------------------
Diluted Basic Diluted Basic
----------- ----------- ----------- ------------
Weighted average number of
common shares outstanding
during the period 6,531,000 6,531,000 6,483,000 6,483,000
Common stock equivalents
resulting from the assumed
exercise of stock options
and warrants 167,000
Common shares resulting
from the assumed conversion
of debentures 44,000
-----------
Weighted average number of
common and common equivalent
shares outstanding during
the period 6,742,000 6,531,000 6,483,000 6,483,000
=========== =========== =========== ============
Net income (loss) before
extraordinary item $ 299,000 $ 299,000 $(1,282,000) $ (1,282,000)
Interest expense, net of tax,
on convertible debenture 5,000
----------- ----------- ----------- ------------
Adjusted income (loss)
before extraordinary item 304,000 299,000 (1,282,000) (1,282,000)
Extraordinary item
----------- ----------- ----------- ------------
Adjusted income (loss) $ 304,000 $ 299,000 $(1,282,000) $ (1,282,000)
=========== =========== =========== ============
Common and common share
equivalents 6,742,000 6,531,000 6,483,000 6,483.000
=========== =========== =========== ============
Earnings (loss) per share:
Before extraordinary item $ 0.05 $ 0.05 ($ 0.20) ($ 0.20)
Extraordinary item
----------- ----------- ----------- ------------
Net income (loss) $ 0.05 $ 0.05 ($ 0.20) ($ 0.20)
=========== =========== =========== ============
NOTE 6 - OTHER ASSETS:
In September 2000, the Company invested $1.0 million for a 49% interest
in a start-up cargo company. In March 2001, the Company received $1.0 million to
buy-out its interest. The Company has recorded an accounts receivable of
$250,000 for its income related to this investment.
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NOTE 7 - LITIGATION:
On March 16, 2001, the Bankruptcy court approved a settlement related to
preference payments received in connection with the Chapter 7 bankruptcy filing
for Western Pacific Airlines, Inc., ("WPAI"). The settlement consists of ten
quarterly payments of $175,000, two of which were made in the current quarter,
with the unpaid balance secured by a letter of credit. During the quarter ended
December 31, 2000 the Company recorded a charge to bad debt expense equal to the
present value of the payments, $1.6 million. This was partially offset by
approximately $900,000 in bad debt recoveries from a former customer.
In November 1999, Mr. Perez, formerly the President of RPA, filed a
lawsuit alleging violations of his employment contract between the Company, RPA
and Mr. Perez asserting, among other things, constructive termination. During
the quarter ended March 31, 2001, this suit was dismissed.
In February 2001, the Company received notice of a complaint filed by
Charles A. Stanziale, Jr. as Chapter 7 Trustee for Tower Air Inc. in regard to a
preference action for approximately $3.6 million. The Company believes that it
has substantial defenses in this case and, accordingly, does not believe this
matter will have a significant impact on its financial position or operating
results.
In April 2000, Mercury filed a collection action against AER Global
Logistics ("AER") in the state of New York. AER filed a counterclaim for
$1,000,000 alleging among other things, tortious interference with contract.
Mercury believes that this claim is without merit, and accordingly, does not
believe this matter will have a significant impact on its financial position or
operating results.
NOTE 8 - SEGMENT REPORTING:
The Company operates and reports it's activities through five principal
units: 1) Fuel Sales and Services, 2) Fixed Based Operations, 3) Cargo
Operations, 4) Government Contract Services, and 5) RPA (software sales).
Government
Fuel Sales Fixed Base Cargo Contract
(Dollars in Thousands) and Services Operations Operations Services RPA Total
QUARTER ENDED MARCH 31, 2001
Revenues $ 74,965 $ 24,082 $ 7,936 $ 6,919 $ 1,210 $115,112
Gross Margin 1,318 3,523 1,541 1,290 (24) 7,648
Depreciation and Amortization 186 1,334 861 210 70 2,661
QUARTER ENDED MARCH 31, 2000
Revenues $ 55,782 $ 19,611 $ 7,633 $ 5,897 $ 1,012 $ 89,935
Gross Margin 1,718 2,835 2,070 1,081 (427) 7,277
Depreciation and Amortization 247 1,157 772 156 63 2,395
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NINE MONTHS ENDED MARCH 31, 2001
Revenues $239,870 $ 74,417 $ 23,664 $ 21,439 $ 4,049 $363,439
Gross Margin 5,852 11,332 5,612 4,351 326 27,473
Depreciation and Amortization 559 3,918 2,467 638 222 7,804
NINE MONTHS ENDED MARCH 31, 2000
Revenues $148,862 $ 52,485 $ 24,983 $ 18,825 $ 2,953 $248,108
Gross Margin 6,044 8,283 8,380 3,739 (1,280) 25,166
Depreciation and Amortization 624 3,267 2,497 592 177 7,157
Gross margin is used as the measure of profit and loss for segment reporting
purposes as it is viewed by key decision makers as the principal operating
indicator in measuring segment profitability. The key decision makers also view
bad debt expense as an important measure of profit and loss. The predominant
component of bad debt expense relates to Fuel Sales and Services. Bad debt
expense for Fuel Sales and Services was approximately $651,000 and $3,534,000 in
the quarter ended March 31, 2001 and March 31, 2000, respectively; total bad
debt expense was $751,000 and $3,634,000, respectively. For the nine months
ended March 31, 2001 and March 31, 2000, bad debt expense for Fuel Sales and
Services was approximately $2,350,000 and $4,262,000, respectively; total bad
debt expense was $2,650,000 and $4,562,000, respectively.
Gross margin is defined as net sales less cost of sales and directly allocable
operating expenses and excludes depreciation and amortization and corporate
selling, general and administrative expenses.
Segment assets for the fixed base operations increased by $8,714,000 primarily
due to the acquisition of Birmingham and Tulsa. See Note 3.
NOTE 9 - LONG-TERM DEBT:
During the nine months ended March 31, 2001 the Company borrowed
$11,969,000 under its acquisition line to fund, 1) the Birmingham, Alabama FBO
acquisition in September 2000 ($6.6 million), 2) the Tulsa, Oklahoma, FBO
acquisition in July 2000 ($3.8 million) and 3) a hangar project in Bedford,
Massachusetts ($1.6 million). Additionally, the Company paid down $4.5 million
of its acquisition line debt.
NOTE 10 - COMPREHENSIVE INCOME:
For the periods presented, adjustments to derive comprehensive income
from net income were insignificant.
NOTE 11 - SUBSEQUENT EVENT:
On March 7, 2001, the Company announced its plan to distribute (the
"Distribution") to its shareholders 100% of the common stock of MercFuel, Inc.
("MercFuel"). MercFuel was organized in Delaware on October 27, 2000 as a wholly
owned subsidiary of the Company. On January 1, 2001, the assets and liabilities
of the Company's fuel sales and services division were contributed to MercFuel.
It is the Company's intent that the Distribution qualify as a tax-free
distribution under Section 355 of the Internal Revenue Code.
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On March 15, 2001, the Company's Board of Directors approved the
conversion of 1,000 shares of MercFuel's common stock held by the Company into
6,546,000 shares. On April 6, 2001 the Company filed a Form 10 Registration
Statement with the Security and Exchange Commission, which upon becoming
effective, will result in the registration of MercFuel's common shares.
Mercfuel has agreed to sell in a private placement, 239,942 shares of
it's common stock to two investors whom have placed approximately $960,000 in
escrow for the purchase of such shares which will represent 3.5% of the
outstanding common stock of MercFuel. MercFuel intends to close the private
placement and release the escrow proceeds upon receiving the consent of its
lenders.
Prior to completing the Distribution, the Company must obtain financing
agreements for both the Company and MercFuel. In this regard, the Company has
accepted term sheets from financial institutions to enter into financing
agreements, which if concluded favorably, would result in financing for both the
Company and MercFuel, which management believes would be adequate. In addition,
the Company must also successfully conclude negotiations with the holder of its
subordinated debt prior to the Distribution. The ultimate resolution and timing
of these matters remains uncertain.
The following summarizes MercFuel's historical operating results and balance
sheet data:
NINE MONTHS ENDED
MARCH 31,
2001 2000
--------------------------------
Revenue $ 240,478,000 $ 149,224,000
Gross Profit (Note 1) 8,931,000 8,238,000
Income (Loss) Before Provision (Benefit) for
Income Taxes 2,227,000 (78,000)
Net Income (Loss) 1,358,000 (48,000)
MARCH 31, JUNE 30,
2001 2000
--------------------------------
Total Assets $ 30,096,000 $ 28,946,000
Total Liabilities 21,246,000 18,371,000
Due to Mercury Air Group, Inc. $ 8,850,000 $ 10,575,000
Note 1: Gross profit represents net sales less cost of sales and is not
comparable to gross margin as defined in Note 8.
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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS- COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 AND
MARCH 31, 2000 AND COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2001 AND MARCH
31, 2000.
The following tables set forth, for the periods indicated, the revenues and
gross margin for each of the Company's five operating units, as well as selected
other financial statement data.
Nine Months Ended March 31, Three Months Ended March 31,
--------------------------- ----------------------------
($ in millions) 2001 2000 2001 2000
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Revenues Revenues Revenues Revenues
Revenues:
Fuel sales and services $ 239.9 66.0% $ 148.8 60.0% $ 75.0 65.1% $ 55.8 62.0%
FBOs 74.4 20.5 52.5 21.1 24.1 20.9 19.6 21.8
Cargo operations 23.7 6.5 25.0 10.1 7.9 6.9 7.6 8.5
Government contract services 21.4 5.9 18.8 7.6 6.9 6.0 5.9 6.6
RPA 4.0 1.1 3.0 1.2 1.2 1.1 1.0 1.1
--------- --------- --------- --------- --------- --------- --------- ---------
Total Revenue $ 363.4 100.0% $ 248.1 100.0% $ 115.1 100.0% $ 89.9 100.0%
========= ========= ========= ========= ========= ========= ========= =========
Amount % of Unit Amount % of Unit Amount % of Unit Amount % of Unit
Revenues Revenues Revenues Revenues
Gross Margin (1):
Fuel sales and services $ 5.9 2.4% $ 6.1 4.1% $ 1.3 1.8% $ 1.7 3.1%
FBOs 11.3 15.2 8.3 15.8 3.5 14.6 2.8 14.5
Cargo operations 5.6 23.7 8.4 33.5 1.5 19.4 2.1 27.1
Government contract services 4.4 20.3 3.7 19.9 1.3 18.6 1.1 18.3
RPA 0.3 8.1 (1.3) (43.3) 0.0 (2.0) (0.4) (42.2)
--------- --------- --------- --------- --------- --------- --------- ---------
Total Gross Margin $ 27.5 7.6% $ 25.2 10.1% $ 7.6 6.6% $ 7.3 8.1%
========= ========= ========= ========= ========= ========= ========= =========
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Revenues Revenues Revenues Revenues
Selling, general and
administrative $ 6.1 1.7% $ 5.4 2.2% $ 1.9 1.7% $ 1.7 1.9%
Provision for bad debts 2.7 0.7 4.6 1.8 0.7 0.7 3.6 4.0
Depreciation and amortization 7.8 2.1 7.2 2.9 2.7 2.3 2.4 2.7
Interest expense and other 5.6 1.5 4.3 1.7 1.8 1.6 1.6 1.8
--------- --------- --------- --------- --------- --------- --------- ---------
Income (Loss) before income
taxes 5.3 1.5 3.7 1.5 0.5 0.4 (2.1) (2.3)
Provision (Benefit) for income
taxes 2.1 0.6 1.4 0.6 0.2 0.2 (0.8) (0.9)
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) before
extraordinary item 3.2 0.9 2.3 0.9 0.3 0.3 (1.3) (1.4)
Extraordinary item (1.0) (0.4)
--------- --------- --------- --------- --------- --------- --------- ---------
Net income (loss) $ 3.2 0.9% $ 1.3 0.5% $ 0.3 0.3% $ (1.3) (1.4)%
========= ========= ========= ========= ========= ========= ========= =========
(1) Gross margin as used here and throughout Management's Discussion is
defined as net sales less cost of sales and directly allocable operating
expenses and excludes depreciation and amortization and corporate selling,
general and administrative expense.
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THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO MARCH 31, 2000.
Revenue increased by 28.0% to $115.1 million in the current quarter from $89.9
million a year ago primarily due to an increase in the volume of fuel sold.
Gross margin increased 5.1% to $7.6 million in the current period from $7.3
million a year ago primarily due to an increase in gross margins from the FBOs
and, to a lesser extent, from government contract services and RPA. The increase
was partially offset by reductions in gross margin from cargo operations and
fuel sales and services.
Revenues from fuel sales and services represented 65.1% of total revenues in the
current period compared to 62.0% of total revenues a year ago. Revenues from
fuel sales and services increased 34.4% to $75.0 million from $55.8 million last
year. The increase in revenues from fuel sales and services was due to an
increase in the volume of fuel sold . Gross margin from fuel sales and services
decreased by 23.3% to $1.3 million in the current period from $1.7 million last
year due to higher operating expenses related to professional fees and wages. In
September 2000, the Company added a significant new customer which accounted for
the volume increase.
Revenues from FBOs increased by 22.8% in the current period to $24.1 million
from $19.6 million a year ago principally due to the addition of FBOs in Fort
Wayne and Birmingham during or subsequent to the March 2000 quarter. Gross
margin increased 24.3% in the current period to $3.5 million from $2.8 million
last year. The increase was attributable to both higher per gallon margins at
existing locations and to contributions made from the new locations.
Revenues from cargo operations in the current quarter increased 4.0% to $7.9
million from $7.6 million a year ago. The increase was due to higher cargo
handling revenues which were partially offset by a reduction in space brokerage
revenues, primarily due to the bankruptcy of Tower Air Inc. ("Tower Air") in the
third quarter of fiscal 2000. Gross margin from cargo operations in the current
quarter decreased 25.6% to $1.5 million from $2.1 million in the year ago period
due to both lower space brokerage revenue and higher cargo handling costs.
Revenues from government contract services increased 17.3% in the current period
to $6.9 million from $5.9 million in the year ago period. The increase in
revenues from government contract services was due both to new contracts added
in the past twelve months and higher revenue from the base housing maintenance
contract in Yokota, Japan. Partially offsetting this were two refueling contract
losses and lower revenue from Weather Data, based on a lower number of
contracts. Gross margin increased by 19.3% to $1.3 million in the current period
from $1.1 million last year due to higher revenues.
Revenues from RPA increased by 19.6% in the current period to $1.2 million from
$1.0 million a year ago due to higher contract license fees. As a result of the
increased revenues and reduced costs, gross margin was zero in the current
period compared to a loss of $0.4 million a year ago.
Selling, general and administrative expenses increased 14.5% to $1.9 million
from $1.7 million in the prior year's quarter due primarily to higher
professional fees primarily related to the settlement of litigation and other
legal fees.
12
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Provision for bad debts decreased to $0.7 million in the current period from
$3.6 million in the year ago quarter due to the Tower Air receivable write off
of $2.7 million in fiscal 2000.
Depreciation and amortization expense increased 11.1% to $2.7 million from $2.4
million in the year ago period primarily due to FBO acquisitions in Fort Wayne
and Birmingham during the past twelve months and various capital expenditures.
Interest expense (net) increased 9.2% to $1.8 million from $1.6 million due to
higher average outstanding borrowings in the current period.
Income tax expense approximated 39.0% of pre-tax income in the current period
and income tax benefit approximated 39% of pretax loss in the year ago period,
reflecting the expected effective annual income tax rate.
NINE MONTHS ENDED MARCH 31, 2001 COMPARED TO MARCH 31, 2000.
Revenues increased 46.5% to $363.4 million from $248.1 million in the prior year
due primarily to an increase in the volume and price of fuel sold. Gross margin
increased 9.2% to $27.5 million from $25.2 million a year ago primarily due to
an increase in gross margin from FBOs and, to a lesser extent, from RPA and
government contract services. The increase was partially offset by significantly
lower gross margins from cargo operations.
Revenues from fuel sales and services represented 66.0% of total revenues in the
current period compared to 60.0% of total revenue a year ago. Revenues from fuel
sales and services increased 61.1% to $239.9 million from $148.8 million last
year. The increase in revenues from fuel sales and services was due to an
increase of approximately 24% in the price of fuel and an increase of
approximately 29% in the volume of fuel sold. Gross margin from fuel sales and
services decreased 3.2% in the current period to $5.9 million from $6.1 million
a year ago. The decrease in gross margin from fuel sales and services was due to
higher operating expenses, including professional fees and compensation, which
were partially offset by higher margins on increased volume of fuel sold. In
September 2000, the Company added a significant new customer which accounted for
the volume increase.
Revenue from FBOs increased 41.8% to $74.4 million from $52.5 million a year ago
due to higher fuel prices and the acquisition of FBOs in Tulsa and Fort Wayne in
fiscal 2000 and Birmingham in September 2000. Gross margin increased 36.8% to
$11.3 million from $8.3 million in the year ago period due primarily to the new
locations and higher fuel volumes and margins from existing locations.
Revenues from cargo operations decreased 5.3% to $23.7 million from $25.0
million a year ago. The decrease was principally due to a reduction in space
brokerage revenues, primarily due to the Tower Air bankruptcy which occurred
during the third quarter of fiscal 2000 and partially offset by higher cargo
handling revenues. Gross margin from cargo operations decreased 33.0% to $5.6
million from $8.4 million in the year ago period primarily due to lower space
brokerage revenue and to a lesser extent higher cargo handling costs.
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Revenues from government contract services increased 13.9% to $21.4 million from
$18.8 million in the year ago period. The increase in revenues from government
contract services was primarily due to the addition of new contracts during the
last twelve months and higher revenue from the Yokota, Japan contract. Partially
offsetting this were two refueling contracts lost and lower Weather Data
revenue, based on a lower number of contracts. Gross margin from government
contract services in the current period increased 16.4% to $4.4 million from
$3.7 million last year due to higher revenues.
Revenues from RPA increased by 37.1% in the current period to $4.0 million from
$3.0 million a year ago due to increased contract license fees. As a result of
the revenue increase, gross margin increased to $0.3 million in the current
period compared to a loss of $1.3 million a year ago.
Selling general and administrative expenses in the current period increased
13.6% to $6.1 million from $5.4 million in the year ago period. The increase was
primarily due to higher professional fees primarily related to costs incurred in
litigation settlements and other legal fees.
Provision for bad debts decreased 41.9% in the current period to $2.7 million
from $4.6 million in the year ago period primarily due to the Tower Air
receivable write off of $2.7 million in fiscal 2000. A portion of the current
bad debt provision is attributable to the Western Pacific legal settlement. (See
Note 7 to the accompanying financial statements.)
Depreciation and amortization expense increased 9.0% to $7.8 million from $7.2
million a year ago. The increase is primarily related to the Fort Wayne and
Birmingham FBO acquisitions and various capital expenditures during the past
year.
Interest expense (net) increased 29.4% in the current nine months to $5.6
million from $4.3 million a year ago due to higher interest rates and higher
average outstanding borrowings.
Income tax expense approximated 39.0% of pretax income in both periods
reflecting the expected effective annual tax rate.
The extraordinary item of $979,000 in the year ago period consisted of charges
associated with the redemption of the Company's 7 3/4% convertible subordinated
debentures in September 1999. The charge includes a $780,000 redemption premium
plus write off of capitalized fees of $824,000, less a tax benefit of $625,000.
LIQUIDITY AND CAPITAL RESOURCES:
Mercury has historically financed its operations primarily through operating
cash flow, bank debt and various public and private placements of bonds and
subordinated debt. Mercury's cash balance at March 31, 2001 was $1.5 million.
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15
Net cash provided by operating activities was $9.9 million during the nine month
period ended March 31, 2001. During this period, the primary sources were net
income and depreciation and amortization totalling $11.2 million, an increase in
accounts payable of $3.8 million, an increase in accrued expenses and other
current liabilities of $3.2 million and bad debt expense of $2.7 million. The
primary use of cash was an increase in accounts receivable of $11.3 million.
Accounts receivable at March 31, 2001 increased to $57.8 million from $49.2
million at June 30, 2000 due to significantly higher sales in the current nine
month period. Days sales outstanding in the three month period were
approximately 46 at March 31, 2001 compared to approximately 52 at June 30,
2000.
Net cash used in investing activities was $13.2 million during the current nine
month period. The primary use of cash from investing activities included
additions to property, equipment and leaseholds of $4.4 million and acquisition
of businesses of $10.4 million.
Net cash provided by financing activities was $2.6 million during the current
nine month period. The primary use of cash from financing activities in the
current nine month period was the reduction in long-term debt of $9.7 million.
The primary source of cash from financing activities was proceeds from long-term
debt of $12.0 million.
The Company's Senior Secured bank credit facility consists of a $35 million
Revolver, a term loan with an outstanding balance of $16.5 million at March 31,
2001 and an acquisition facility with an outstanding balance of $17.4 million at
March 31, 2001. At March 31, 2001, there were no borrowings outstanding under
the Revolver and approximately $18.5 million in outstanding letters of credit,
including a letter of credit which supports the $16.5 million CEDFA Note.
Principal installments are due quarterly on the term loan over a five year
period ending in March 2004. Balances owed under the Revolver and acquisition
facility are due in March 2004. The agreement contains provisions that require
the maintenance of certain financial ratios including minimum tangible net worth
(as defined), minimum profitability levels, maximum leverage and minimum debt
service coverage and quick ratios and limitations on annual capital
expenditures. Additionally, the Company is prohibited from paying dividends in
excess of $400,000 per year.
On September 10, 1999, the Company issued a $24 million Senior Subordinate Note
due in September 2006 with detachable warrants to purchase 503,126 shares of the
Company's common stock exercisable at $6.50 per share for seven years. The
Senior Subordinate Note agreement contains covenants that, among other matters,
limit senior indebtness, the disposition of assets and unfunded capital
expenditures. The covenants also include a ratio test for interest coverage,
leverage, fixed charge coverage and debt service.
In the event that fuel prices increase significantly for an extended period of
time, the Company's liquidity could be adversely affected unless the Company is
able to increase vendor credit or increase lending limits under its revolving
credit facility. The company believes, however, its revolver and vendor credit
should provide it with sufficient liquidity in the event of a major temporary
surge in oil prices.
From June 1999 to June 30, 2000 per gallon fuel costs rose approximately 67%.
During the current fiscal year fuel prices have remained high. Significantly
higher fuel prices for an extended period of time have a negative impact on the
aviation industry as it increases the airlines operating expenses. Smaller, less
well capitalized airlines may be more seriously impacted. The provision in the
current nine month period was $2.7
15
16
million compared to $4.6 million a year ago, which included the Tower Air
receivable write off of $2.7 million due to their bankruptcy filing. Charges to
the general bad debt reserve remain high due to significantly higher fuel prices
during the current fiscal year which have created a greater risk of loss due to
potential bad debts related to certain airline accounts. Future periods may
continue to be impacted by high reserve requirements related to potential
bankruptcies. In December 2000, National Airlines, a significant fuel customer
of the Company's, filed for Chapter 11 Bankruptcy protection. The Company's
receivable from National is secured by certain of National's assets and the
Company keeps National's credit line at or under $0.5 million. The Company is
continuing to provide fuel to National on a post petition basis under the
auspices of the Bankruptcy Court.
On March 7, 2001, the Company announced its plan to distribute (the
"Distribution") to its shareholders 100% of the common stock of MercFuel, Inc.
("MercFuel"). MercFuel was organized in Delaware on October 27, 2000 as a wholly
owned subsidiary of the Company. On January 1, 2001, the assets and liabilities
of the Company's fuel sales and services division were contributed to MercFuel.
It is the Company's intent that the Distribution qualify as a tax-free
distribution under Section 355 of the Internal Revenue Code.
On March 15, 2001, the Company's Board of Directors approved the
conversion of 1,000 shares of MercFuel's common stock held by the Company into
6,546,000 shares. On April 6, 2001 the Company filed a Form 10 Registration
Statement with the Security and Exchange Commission, which upon becoming
effective, will result in the registration of MercFuel's common shares.
Mercfuel has agreed to sell in a private placement, 239,942 shares of
it's common stock to two investors whom have placed approximately $960,000 in
escrow for the purchase of such shares which will represent 3.5% of the
outstanding common stock of MercFuel. MercFuel intends to close the private
placement and release the escrow proceeds upon receiving the consent of its
lenders.
Prior to completing the Distribution, the Company must obtain financing
agreements for both the Company and MercFuel. In this regard, the Company has
accepted term sheets from financial institutions to enter into financing
agreements, which if concluded favorably, would result in financing for both the
Company and MercFuel, which management believes would be adequate. In addition,
the Company must also successfully conclude negotiations with the holder of its
subordinated debt prior to the Distribution. The ultimate resolution and timing
of these matters remains uncertain.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
There has been no material change during the nine months ended March 31, 2001
from the disclosures regarding market risk presented in the Company's Annual
Report on Form 10-K for the year ended June 30, 2000.
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FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q which are not
historical facts are forward-looking statements. In addition, Mercury, from
time-to-time, makes forward-looking statements concerning its expected future
operations and performance and other developments. Such forward-looking
statements are necessarily estimates reflecting Mercury's best judgment based
upon current information and involve a number of risks and uncertainties, and
there can be no assurance that other factors will not affect the accuracy of
such forward-looking statements. While it is impossible to identify all such
factors, factors which could cause actual results to differ materially from
those estimated by Mercury include, but are not limited to, risks associated
with acquisitions, the financial condition of customers, non-renewal of
contracts, government regulation, as well as operating risks, general conditions
in the economy and capital markets, and other factors which may be identified
from time-to-time in Mercury's Securities and Exchange Commission filings and
other public announcements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On March 16, 2001, the Bankruptcy court approved a settlement related to
preference payments received in connection with the Chapter 7 bankruptcy filing
for Western Pacific Airlines, Inc., ("WPAI"). The settlement consists of ten
quarterly payments of $175,000, two of which were made in the current quarter,
with the unpaid balance secured by a letter of credit. During the quarter ended
December 31, 2000 the Company recorded a charge to bad debt expense equal to the
present value of the payments, $1.6 million. This was partially offset by
approximately $900,000 in bad debt recoveries from a former customer.
In November 1999, Mr. Perez, formerly the President of RPA, filed a
lawsuit alleging violations of his employment contract between the Company, RPA
and Mr. Perez asserting, among other things, constructive termination. During
the quarter ended March 31, 2001, this suit was dismissed.
In February 2001, the Company received notice of a complaint filed by
Charles A. Stanziale, Jr. as Chapter 7 Trustee for Tower Air Inc. in regard to a
preference action for approximately $3.6 million. The Company believes that it
has substantial defenses in this case and, accordingly, does not believe this
matter will have a significant impact on its financial position or operating
results.
In April 2000, Mercury filed a collection action against AER Global
Logistics ("AER") in the state of New York. AER filed a counterclaim for
$1,000,000 alleging among other things, tortious interference with contract.
Mercury believes that this claim is without merit, and accordingly, does not
believe this matter will have a significant impact on its financial position or
operating results.
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Item 2. Change in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
18
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Mercury Air Group, Inc.
Registrant
/s/ JOSEPH CZYZYK
------------------------------------------
Joseph Czyzyk
Chief Executive Officer
/s/ RANDY AJER
------------------------------------------
Randy Ajer
Principal Financial and Accounting Officer
May 09, 2001
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Item 6 (a) Exhibits and Exhibit List
(b) Reports on Form 8-K
(a)
Exhibit
No. Description
------- -----------
2.1 Agreement and Plan of Merger adopted January 9, 2001.
2.2 Certificate of Merger.
3.1 Bylaws of Company adopted January 9, 2001.
3.2 Certificate of Incorporation.
4.1 Loan Agreement between California Economic Development Financing
Authority and Mercury Air Group, Inc. relating to $19,000,000
California Economic Development Financing Authority Variable Rate
Demand Airport Facilities Revenue Bonds, Series 1998 (Mercury Air
Group, Inc. Project) dated as of April 1, 1998.(2)
4.2 Securities Purchase Agreement dated September 10, 1999 by and among
Mercury Air Group, Inc. and J.H. Whitney Mezzanine Fund, L.P.(12)
4.3 Amendment No. 1 dated as of September 30, 2000 by and between J.H.
Whitney Mezzanine, L.P. and Mercury Air Group, Inc. to the Securities
Agreement.(16)
4.4 Waiver and Consent Agreement dated as of December 29, 2000 among
Mercury Air Group, Inc. and J.H. Whitney Mezzanine Fund, L.P.
10.1 Company's 1990 Long-Term Incentive Plan.(4)*
10.2 Company's 1990 Directors Stock Option Plan.(1)*
10.3 Lease for 6851 West Imperial Highway, Los Angeles, California.(3)
10.4 Memorandum Dated September 15, 1997 regarding Summary of Officer Life
Insurance Policies with Benefits Payable to Officers or Their
Designated Beneficiaries.(8)*
10.5 Employment Agreement dated November 15, 1994 between the Company and
Joseph Czyzyk.(9)*
10.6 Non-Qualified Stock Option Agreement dated March 21, 1996, by and
between Frederick H. Kopko and Mercury Air Group, Inc.(6)*
10.7 Company's 1998 Long-Term Incentive Plan.(10)*
10.8 Company's 1998 Directors Stock Option Plan.(10)*
10.9 Amendment to Employment Agreement by and between Mercury Air Group,
Inc. and Joseph A. Czyzyk dated October 15, 1998.(11)*
10.10 Amendment No. 2 to Employment Agreement by and between Mercury Air
Group, Inc. and Joseph A. Czyzyk dated April 12, 1999.(11)*
10.11 Revolving Credit and Term Loan Agreement dated as of March 2, 1999 by
and among Mercury Air Group, Inc., The Banks listed on Schedule 1
thereto, and The Fleet National Bank f/k/a BankBoston, N.A., as
Agent.(11)
10.12 First Amendment to Revolving Credit and Term Loan Agreement dated as
of September 10, 1999.(14)
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10.13 Second Amendment to Revolving Credit and Term Loan Agreement dated as
of March 31, 2000.(14)
10.14 Third Amendment, Waiver and Consent to Revolving Credit and Term Loan
Agreement dated as of August 11, 2000.(14)
10.15 The Company's 401(k) Plan consisting of CNA Trust Corporation.
Regional Prototype Defined Contribution Plan and Trust and Adoption
Agreement.(14)*
10.16 Amendment No. 3 to Employment Agreement by and between Mercury Air
Group, Inc. and Joseph A. Czyzyk dated September 11, 2000.(15)*
10.17 Employment Agreement dated July 31, 2000 between the Company and Dr.
Philip J. Fagan.(15)*
10.18 Fourth Amendment to Revolving Credit and Term Loan Agreement dated as
of November 14, 2000.(16)
10.19 Amendment No. 1 to Mercury Air Group, Inc. 1998 Long-Term Incentive
Option Plan as of August 22, 2000.(16)*
10.20 Amendment No. 1 to Mercury Air Group, Inc. 1998 Directors Stock Option
Plan as of August 22, 2000.(16)*
99.1 Partnership Agreement dated as of July 27, 2000 of FK Partners by and
among Philip J. Fagan, M.D., Frederick H. Kopko, Jr., and Joseph A.
Czyzyk.(13)
----------
* Denotes managements contract or compensation plan or arrangement
(1) Such document was previously filed as Appendix A to the Company's Proxy
Statement for the December 10, 1993 Annual Meeting of Shareholders and is
incorporated herein by reference.
(2) All such documents were previously filed as Exhibits to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and are
incorporated herein by reference.
(3) All such documents were previously filed as Exhibits to the Company's
Registration Statement No. 33-39044 on Form S-2 and are incorporated herein
by reference.
(4) Such document was previously filed as Appendix A to the Company's Proxy
Statement for the December 2, 1992 Annual Meeting of Shareholders.
(5) All such documents were previously filed as Exhibits to the Company's
Registration Statement No. 33-65085 on Form S-1 and are incorporated herein
by reference.
22
(6) All such documents were previously filed as Exhibits to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and are
incorporated herein by reference.
(7) All such documents were previously filed as Exhibits to the Company's
Report on Form 8-K filed September 13, 1996 and are incorporated herein by
reference.
(8) Such document was previously filed as an Exhibit to the Company's Annual
Report on Form 10-K for the year ended June 30, 1997 and is incorporated
herein by reference.
(9) All such documents were previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1998 and is
incorporated herein by reference.
(10) Such document was previously filed as Appendix A to the Company's Proxy
Statement for the December 3, 1998 Annual Meeting of Shareholders and
incorporated herein by reference.
(11) All such documents were previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 and
incorporated herein by reference.
(12) All such documents were previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 1999 and is
incorporated herein by reference.
(13) Such document was previously filed as an Exhibit to the Company's current
Report on Form 8-K on August 11, 2000 and is incorporated herein by
reference.
(14) All such documents were previously filed as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended June 30, 2000 and is
incorporated herein by reference.
(15) All such documents were previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2000 and
incorporated herein by reference.
23
(16) All such documents were previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 2001 and
incorporated herein by reference.
(b) Reports on Form 8-K:
None