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 December 31, 2000.
[ ] 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)
New York 11-1800515
-------- ----------
(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 February 9, 2001
----- ------------------------
Common Stock, $.01 Par Value 6,531,305
2
MERCURY AIR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS DECEMBER 31, JUNE 30,
2000 2000
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 3,438,000 $ 2,143,000
Trade accounts receivable, net of allowance for doubtful accounts
of $2,975,000 at 12/31/00 and $2,550,000 at 6/30/00 (Note 7) 61,453,000 48,320,000
Notes receivable - current portion 1,000,000 555,000
Inventories, principally aviation fuel 4,680,000 3,428,000
Prepaid expenses and other current assets 2,392,000 2,960,000
------------- -------------
Total current assets 72,963,000 57,406,000
PROPERTY, EQUIPMENT AND LEASEHOLDS (Note 3), net of accumulated
depreciation and amortization of $48,317,000 at 12/31/00 and $43,792,000
at 6/30/00 74,162,000 65,133,000
NOTES RECEIVABLE 1,967,000 309,000
OTHER ASSETS (Notes 3 and 6) 10,905,000 12,267,000
------------- -------------
$ 159,997,000 $ 135,115,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 37,530,000 $ 26,111,000
Accrued expenses and other current liabilities 8,829,000 6,091,000
Income tax payable 1,408,000
Current portion of long-term debt 6,220,000 6,936,000
------------- -------------
Total current liabilities 53,987,000 39,138,000
LONG-TERM DEBT (Note 9) 49,088,000 42,358,000
DEFERRED INCOME TAXES 120,000 110,000
SENIOR SUBORDINATED NOTE 22,937,000 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 6,531,305 shares at 12/31/00;
outstanding 6,472,955 shares at 6/30/00 65,000 64,000
Additional paid-in capital 21,200,000 21,014,000
Retained earnings 13,361,000 10,423,000
Cumulative translation adjustment (228,000) (228,000)
Notes receivable from sale of stock (533,000) (608,000)
------------- -------------
Total stockholders' equity 33,865,000 30,665,000
------------- -------------
$ 159,997,000 $ 135,115,000
============= =============
See accompanying notes to consolidated financial statements.
F-2
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MERCURY AIR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
--------------------------------- ---------------------------------
2000 1999 2000 1999
------------- ------------- ------------- -------------
Sales and Revenues:
Sales $ 199,131,000 $ 115,286,000 $ 109,455,000 $ 62,246,000
Service revenues 49,196,000 42,887,000 26,071,000 21,287,000
------------- ------------- ------------- -------------
248,327,000 158,173,000 135,526,000 83,533,000
------------- ------------- ------------- -------------
Costs and Expenses:
Cost of sales 180,069,000 100,289,000 99,259,000 54,542,000
Operating expenses 48,432,000 39,995,000 25,629,000 20,249,000
------------- ------------- ------------- -------------
228,501,000 140,284,000 124,888,000 74,791,000
------------- ------------- ------------- -------------
Gross Margin (Excluding depreciation
and amortization) 19,826,000 17,889,000 10,638,000 8,742,000
------------- ------------- ------------- -------------
Expenses (Income):
Selling, general and administrative 4,156,000 3,672,000 2,124,000 1,827,000
Provision for bad debts 1,899,000 928,000 1,100,000 569,000
Depreciation and amortization 5,142,000 4,762,000 2,583,000 2,404,000
Interest expense 3,879,000 2,796,000 1,929,000 1,545,000
Interest income (66,000) (106,000) (20,000) (51,000)
------------- ------------- ------------- -------------
15,010,000 12,052,000 7,716,000 6,294,000
------------- ------------- ------------- -------------
Income Before Provision for Income Taxes 4,816,000 5,837,000 2,922,000 2,448,000
Provision for Income Taxes 1,878,000 2,276,000 1,140,000 954,000
------------- ------------- ------------- -------------
Net Income Before Extraordinary Item 2,938,000 3,561,000 1,782,000 1,494,000
Extraordinary Item less applicable
income taxes of $625,000 and $0 -- (979,000) -- (1,000)
------------- ------------- ------------- -------------
Net Income $ 2,938,000 $ 2,582,000 $ 1,782,000 $ 1,493,000
------------- ------------- ------------- -------------
Net Income Per Common Share (Note 5):
Basic:
Before extraordinary item $ 0.45 $ 0.54 $ 0.27 $ 0.22
Extraordinary item -- (0.15) -- --
------------- ------------- ------------- -------------
Net income $ 0.45 $ 0.39 $ 0.27 $ 0.22
------------- ------------- ------------- -------------
Diluted:
Before extraordinary item $ 0.44 $ 0.46 $ 0.27 $ 0.21
Extraordinary item -- (0.12) -- --
------------- ------------- ------------- -------------
Net income $ 0.44 $ 0.34 $ 0.27 $ 0.21
------------- ------------- ------------- -------------
See accompanying notes to consolidated financial statements.
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MERCURY AIR GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED DECEMBER 31,
--------------------------------
2000 1999
------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,938,000 $ 2,582,000
Non-cash component of extraordinary charge 824,000
Adjustments to derive cash flow from
Operating activities:
Bad debt expense 1,899,000 928,000
Depreciation and amortization 5,142,000 4,762,000
Deferred income taxes 10,000
Amortization of officers' loans 20,000 20,000
Amortization of senior subordinated note discount 93,000
Changes in operating assets and liabilities:
Trade accounts receivable (15,032,000) (10,956,000)
Inventories (1,252,000) (920,000)
Prepaid expenses and other current assets 568,000 6,000
Accounts payable 11,419,000 10,561,000
Income taxes payable 1,408,000
Accrued expenses and other current liabilities 2,738,000 (1,585,000)
------------ ------------
Net cash provided by operating activities 9,951,000 6,222,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Reduction in restricted cash 785,000
(Increase) Decrease in notes receivable (2,103,000) 131,000
Decrease (Addition) to other assets 839,000 (1,823,000)
Acquisition of businesses (10,400,000) (3,100,000)
Additions to property, equipment and leaseholds (3,268,000) (4,417,000)
------------ ------------
Net cash used in investing activities (14,932,000) (8,424,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 11,969,000 3,288,000
Reduction of long-term debt (5,955,000) (6,722,000)
Reduction of note receivable from sale of stock 75,000 54,000
Reduction of convertible subordinated debentures (19,534,000)
Repurchase of common stock (1,456,000)
Proceeds from senior subordinated note 24,000,000
Proceeds from issuance of common stock 187,000
------------ ------------
Net cash provided by (used in) investing activities 6,276,000 (370,000)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 1,295,000 (2,572,000)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,143,000 4,797,000
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,438,000 $ 2,225,000
============ ============
CASH PAID DURING THE PERIOD:
Interest $ 3,816,000 $ 3,465,000
Income taxes (refunded) $ (715,000) $ 2,000,000
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.
F-4
5
MERCURY AIR GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited 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 six
months ended December 31, 2000 are not necessarily indicative of results for the
full year.
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 December 31,
2000, 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 classified 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 - STOCKHOLDINGS' EQUITY:
During the six month period ended December 31, 2000, 58,350
common shares were issued from the exercise of options, the proceeds from which
were $187,000. 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 common stock equivalents. Common stock equivalents
include stock options, warrants and shares resulting from the assumed conversion
of subordinated debentures, when dilutive.
6
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Six Months Ended Three Months Ended
December 31, 2000 December 31, 1999 December 31, 2000 December 31, 1999
----------------------- ----------------------- ----------------------- -----------------------
Diluted Basic Diluted Basic Diluted Basic Diluted Basic
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Weighted average number of
common shares outstanding
during the period 6,516,000 6,516,000 6,652,000 6,652,000 6,531,000 6,531,000 6,653,000 6,653,000
Common stock equivalents
resulting from the assumed
exercise of stock options and
warrants 173,000 373,000 151,000 428,000 --
Common shares resulting
from the assumed conversion
of debentures 46,000 -- 1,126,000 -- 46,000 -- 62,000 --
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Weighted average number of
common and common
equivalent shares outstanding
during the
period 6,735,000 6,516,000 8,151,000 6,652,000 6,728,000 6,531,000 7,143,000 6,653,000
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income before
extraordinary item $2,938,000 $2,938,000 $3,561,000 $3,561,000 $1,782,000 $1,782,000 $1,494,000 $1,494,000
Interest expense, net of tax,
on convertible debenture 12,000 -- 179,000 -- 6,000 -- 7,000 --
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Adjusted income before
extraordinary item 2,950,000 2,938,000 3,740,000 3,561,000 1,788,000 1,782,000 1,501,000 1,494,000
Extraordinary item -- -- (979,000) (979,000) -- -- (1,000) (1,000)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Adjusted income $2,950,000 $2,938,000 $2,761,000 $2,582,000 $1,788,000 $1,782,000 $1,500,000 $1,493,000
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Common and common share
equivalents 6,735,000 6,516,000 8,151,000 6,652,000 6,728,000 6,531,000 7,143,000 6,653,000
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings per share:
Before extraordinary item $ 0.44 $ 0.45 $ 0.46 $ 0.54 $ 0.27 $ 0.27 $ 0.21 $ 0.22
Extraordinary item -- -- (0.12) (0.15) -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net income $ 0.44 $ 0.45 $ 0.34 $ 0.39 $ 0.27 $ 0.27 $ 0.21 $ 0.22
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NOTE 6 - OTHER ASSETS:
Other Assets include $1.0 million related to an investment made
by the Company on September 1, 2000 for a 49% interest in a start-up cargo
company. The investment will be accounted for using the equity method of
accounting.
7
8
NOTE 7- LITIGATION:
In connection with the Chapter 7 bankruptcy filing for Western Pacific
Airlines, Inc., ("WPAI"), the Company received a letter, dated August 25, 1999,
from the bankruptcy trustee's attorneys making a formal demand for recovery of
alleged preference payments of approximately $11.4 million. This amount
represents cash received for payment of fuel sales during the 90 days prior to
WPAI's initial bankruptcy filing. The Company also received notice of a claim by
the trustee for $1.1 million against Compass Bank for payments made pursuant to
a loan between Compass and WPAI, which the Company guaranteed. The trustee filed
suit in the United States District Court for the District of Colorado on October
1, 1999. In December 2000, the Company agreed to a settlement of all claims with
the Trustee, subject to the Bankruptcy courts approval. The settlement consists
of ten quarterly payments of $175,000, with the unpaid balance secured by a
letter of credit. Payments are expected to begin upon approval of the settlement
by the bankruptcy court. The Company has recorded a charge to bad debt expense
equal to the present value of the payments, $1.6 million. During the quarter,
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. The
Company subsequently filed a suit seeking declaratory relief regarding the
employment contract. The suit was then amended to seek damages against Mr.
Perez. The Company filed a motion with the United States District Court for the
Southern District of New York (New York City) to dismiss Mr. Perez's claim
against the Company. On January 31, 2001 the court ruled in the Company's favor
and dismissed all of Mr. Perez's claims against the Company. The Company has
remaining claims against Mr. Perez, which are expected to go forward in
February, 2001. Mr. Perez filed a mirror case in the State Court of Florida
(Miami Dade County), which the Company expects to be dismissed.
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.
Government
Fuel Sales Fixed Base Cargo Contract
(Dollars in Thousands) and Services Operations Operations Services RPA Total
QUARTER ENDED DECEMBER 31, 2000
Revenues $ 91,760 $ 26,445 $ 8,669 $ 7,220 $ 1,432 $135,526
Gross Margin 2,511 4,065 2,349 1,525 188 10,638
Depreciation and Amortization 187 1,303 805 212 76 2,583
Capital Expenditures 42 1,063 1,263 11 2,379
Segment Assets 58,883 39,331 34,598 20,557 6,628 159,997
8
9
Government
Fuel Sales Fixed Base Cargo Contract
(Dollars in Thousands) and Services Operations Operations Services RPA Total
QUARTER ENDED DECEMBER 31, 1999
Revenues $ 50,107 $ 17,692 $ 9,031 $ 5,885 $ 818 $ 83,533
Gross Margin 2,078 2,737 3,356 1,197 (626) 8,742
Depreciation and Amortization 211 1,112 812 208 61 2,404
Capital Expenditures 63 5,261 163 40 5,527
Segment Assets 54,979 27,517 31,542 17,948 6,503 138,489
SIX MONTHS ENDED DECEMBER 31, 2000
Revenues $164,905 $ 50,335 $ 15,728 $ 14,520 $ 2,839 $248,327
Gross Margin 4,534 7,810 4,071 3,061 350 19,826
Depreciation and Amortization 373 2,584 1,606 428 151 5,142
Capital Expenditures 79 12,300 1,332 (43) 13,668
Segment Assets 58,883 39,331 34,598 20,557 6,628 159,997
SIX MONTHS ENDED DECEMBER 31, 1999
Revenues $ 93,080 $ 32,874 $ 17,350 $ 12,928 $ 1,941 $158,173
Gross Margin 4,326 5,448 6,310 2,658 (853) 17,889
Depreciation and Amortization 377 2,110 1,725 436 114 4,762
Capital Expenditures 63 6,896 510 48 7,517
Segment Assets 54,979 27,517 31,542 17,948 6,503 138,489
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 $999,000 and $469,000 in
the quarter ended December 31, 2000 and December 31, 1999 respectively; total
bad debt expense was $1,100,000 and $569,000 in the quarter ending December 2000
and December 1999, respectively. For the six months ended December 31, 2000 and
December 31, 1999, bad debt expense for Fuel Sales and Services was
approximately $1,699,000 and $728,000, respectively: total bad debt expense was
$1,899,000 and $928,000, respectively.
NOTE 9 - LONG-TERM DEBT:
During the six months ended December 31, 2000, 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 $4.5 million
of its acquisition line debt.
NOTE 10 - COMPREHENSIVE INCOME:
For the periods presented, adjustments to derive comprehensive income from
net income were insignificant.
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ITEM 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS- COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2000
AND DECEMBER 31, 1999 AND COMPARISON OF THE SIX MONTHS ENDED DECEMBER 31, 2000
AND DECEMBER 31, 1999.
The following tables set forth, for the periods indicated, the revenues and
gross margin for each of the Company's five operating units, as well as selected
other financial statement date.
Six Months Ended December 31, Three Months Ended December 31,
----------------------------- -----------------------------------
($ in millions) 2000 1999 2000 1999
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Revenues Revenues Revenues Revenues
Revenues:
Fuel sales and services $ 164.9 66.4% $ 93.1 58.8% $ 91.8 67.7% $ 50.1 60.0%
FBOs 50.4 20.4 32.9 20.8 26.4 19.5 17.7 21.2
Cargo operations 15.7 6.3 17.4 11.0 8.7 6.4 9.0 10.8
Government contract
services 14.5 5.8 12.9 8.2 7.2 5.3 5.9 7.0
RPA 2.8 1.1 1.9 1.2 1.4 1.1 0.8 1.0
-------- ------- -------- ------- -------- ------- ------- -------
Total Revenue $ 248.3 100.0% $ 158.2 100.0% $ 135.5 100.0% $ 83.5 100.0%
======== ======= ======== ======= ======== ======= ======= =======
Amount % of Unit Amount % of Unit Amount % of Unit Amount % of Unit
Revenues Revenues Revenues Revenues
Gross Margin (1):
Fuel sales and services $ 4.5 2.7% $ 4.3 4.6% $ 2.5 2.7% $ 2.1 4.1%
FBOs 7.8 15.5 5.4 16.6 4.1 15.4 2.7 15.5
Cargo operations 4.1 25.9 6.3 36.4 2.3 27.1 3.4 37.2
Government contract
services 3.0 21.1 2.7 20.6 1.5 21.1 1.2 20.3
RPA 0.4 12.3 (0.8) (43.9) 0.2 13.1 (0.6) (76.5)
------- ------ ------- ------ ------- ------ ------ ------
Total Gross Margin $ 19.8 8.0% $ 17.9 11.3% $ 10.6 7.8% $ 8.8 10.5%
======= ====== ======= ====== ======= ====== ====== ======
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Revenues Revenues Revenues Revenues
Selling, general and
administrative $ 4.2 1.7% $ 3.7 2.3% $ 2.1 1.6% $ 1.8 2.2%
Provision for bad debts 1.9 0.8 0.9 0.6 1.1 0.8 0.6 0.7
Depreciation and
amortization 5.1 2.1 4.8 3.0 2.6 1.9 2.4 2.9
Interest expense and other 3.8 1.4 2.7 1.7 1.9 1.4 1.5 1.8
------ ----- ------ ----- ------ ----- ------ -----
Income before income taxes 4.8 1.9 5.8 3.7 2.9 2.2 2.5 2.9
Provision for income taxes 1.9 0.8 2.3 1.4 1.1 0.8 1.0 1.2
------ ----- ------ ----- ------ ----- ------ -----
Net income before
extraordinary item 2.9 1.2 3.6 2.3 1.8 1.3 1.5 1.8
Extraordinary item -- -- (1.0) (0.6) -- -- -- --
------ ----- ------ ----- ------ ----- ------ -----
Net income $ 2.9 1.2% $ 2.6 1.6% $ 1.8 1.3% $ 1.5 1.8%
====== ===== ====== ===== ====== ===== ====== =====
(1) Gross margin as used here and throughout Management's Discussion excludes
depreciation and amortization and selling, general and administrative expense.
10
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THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO DECEMBER 31, 1999.
Revenue increased by 62.2% to $135.5 million in the current quarter from $83.5
million a year ago primarily due to an increase in both the price and volume of
fuel sold. Gross margin increased 21.7% to $10.6 million in the current period
from $8.8 million a year ago primarily due to an increase in gross margins from
the FBOs and from RPA compared to a year ago.
Revenues from fuel sales and services represented 67.7% of total revenues in the
current period compared to 60.0% of total revenues a year ago. Revenues from
fuel sales and services increased 83.1% to $91.8 million from $50.1 million last
year. The increase in revenues from fuel sales and services was due to an
increase of 33.2% in the volume of fuel sold and an increase of approximately
37% in the price of fuel . Gross margin from fuel sales and service increased by
20.8% to $2.5 million in the current period from $2.1 million last year due to
the volume increase resulting from a significant new customer added in September
2000.
Revenues from FBOs increased by 49.5% in the current period to $26.4 million
from $17.7 million a year ago primarily due to the addition of FBOs in Fort
Wayne, Birmingham, Tulsa, Charleston and John's Island during or subsequent to
the December 1999 quarter and higher fuel prices in the period. Gross margin
increased 48.5% in the current period to $4.1 million from $2.7 million last
year. The increase was primarily attributable to increased fuel volume and
higher per gallon margins at existing locations and to contributions made from
the new locations.
Revenues from cargo operations in the current quarter decreased 4.0% to $8.7
million from $9.0 million a year ago. This decrease was due to a reduction in
space brokerage revenues, primarily due to the bankruptcy of Tower Air in the
third quarter of fiscal 2000. Gross margin from cargo operations in the current
quarter decreased 30.0% to $2.3 million from $3.4 million in the year ago period
primarily due to lower space brokerage revenue and higher cargo handling costs.
Revenues from government contract services increased 22.7% in the current period
to $7.2 million from $5.9 million in the year ago period. The increase in
revenues from government contract services was due primarily 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 during the last twelve months. Gross margin increased by
27.4% to $1.5 million in the current period from $1.2 million last year due to
higher revenues.
Revenues from RPA increased by 75.1% in the current period to $1.4 million from
$0.8 million a year ago due to higher contract license fees. As a result of the
increased revenues, gross margin increased to $0.2 million in the current period
compared to a loss of $0.6 million a year ago.
Selling, general and administrative expenses increased 16.3% to $2.1 million
from $1.8 million in the prior year's quarter due primarily to higher
professional fees.
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Provision for bad debts increased to $1.1 million from $0.6 million in the year
ago quarter due to higher sales in the current period and greater credit
exposure due to significantly higher fuel prices which has created a greater
risk of potential bad debts related to certain airline accounts. A portion of
the current quarter increase is also attributable to the Western Pacific legal
settlement. (See Note 7 to the accompanying financial statements.)
Depreciation and amortization expense increased 7.4% to $2.6 million from $2.4
million primarily due to FBO acquisitions made during the past twelve months and
various capital expenditures.
Interest expense increased 24.9% to $1.9 million from $1.5 million due to higher
interest rates and higher average outstanding borrowings in the current period.
Income tax expense approximated 39.0% of pre-tax income in each period
reflecting the expected effective annual income tax rate.
SIX MONTHS ENDED DECEMBER 31, 2000 COMPARED TO DECEMBER 31, 1999.
Revenues increased 57.0% to $248.3 million from $158.2 million in the prior year
due to a significant increase in the volume and price of fuel sold. Gross margin
increased 10.8% to $19.8 million from $17.9 million a year ago primarily due to
an increase in gross margin from FBOs and RPA which were partially offset by
lower gross margins from cargo operations.
Revenues from fuel sales and services represented 66.4% of total revenues in the
current period compared to 58.8% of total revenue a year ago. Revenues from fuel
sales and services increased 77.2% to $164.9 million from $93.1 million last
year. The increase in revenues from fuel sales and services was due to an
increase of 43% in the price of fuel and an increase of 23.9% in the volume of
fuel sold. Gross margin from fuel sales and services increased 4.8% in the
current period to $4.5 million from $4.3 million a year ago. The increase in
gross margin from fuel sales and services was due to higher margins on increased
volume of fuel sold, partially offset by higher expenses. In September 2000, the
Company added a significant new customer which accounted for the volume
increase.
Revenue from FBOs increased 53.1% to $50.4 million from $32.9 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 43.4% to
$7.8 million from $5.4 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 9.3% to $15.7 million from $17.4
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. Gross margin from cargo operations
decreased 35.5% to $4.1 million from $6.3 million in the year ago period
primarily due to lower space brokerage revenue and higher cargo handling costs.
12
13
Revenues from government contract services increased 12.3% to $14.5 million from
$12.9 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 in the last twelve months. Gross margin
from government contract services in the current period increased 15.2% to $3.0
million from $2.7 million last year due to higher revenues.
Revenues from RPA increased by 46.3% in the current period to $2.8 million from
$1.9 million a year ago due to increased contract license fees. As a result of
the revenue increase, gross margin increased to $0.4 million in the current
period compared to a loss of $0.8 million a year ago.
Selling general and administrative expenses in the current period increased
13.2% to $4.2 million from $3.7 million in the year ago period. The increase was
primarily due to higher professional fees.
Provision for bad debts increased 104.6% in the current period to $1.9 million
from $0.9 million in the year ago period due to significantly higher sales in
the current period and greater credit exposure due to significantly higher fuel
prices. 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 8.0% to $5.1 million from $4.8
million a year ago. The increase is primarily related to the FBO acquisitions
and various capital expenditures during the past year.
Interest expense increased 38.7% in the current six months to $3.9 million from
$2.8 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 December 31, 2000 was $3.4 million
Net cash provided by operating activities was $10.0 million during the six month
period ended December 31, 2000. During this period, the primary sources were net
income and depreciation and amortization totalling $8.2 million and an increase
in accounts payable of $11.4 million. The primary use of cash was an increase in
accounts receivable of $15.0 million. Accounts receivable at December 31, 2000
increased to $61.5
13
14
million from $48.3 million at June 30, 2000 due to significantly higher sales in
the current six month period. Days sales outstanding were approximately 41 at
December 31, 2000 compared to approximately 52 at June 30, 2000.
Net cash used in investing activities was $14.9 million during the current six
month period. The primary use of cash from investing activities included
additions to property, equipment and leaseholds of $3.3 million, acquisition of
businesses of $10.4 million and an increase in notes receivable of $2.1 million.
Net cash provided by financing activities was $6.3 million during the current
six month period. The primary use of cash from financing activities in the
current six month period was the reduction in long-term debt of $6.0 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 $17.6 million at December
31, 2000 and an acquisition facility with an outstanding balance of $17.4
million at December 31, 2000. At December 31, 2000, there was $2.5 million
outstanding under the Revolver and approximately $17.5 million in outstanding
letters of credit. 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
Company's common stock exercisable at $6.50 per share for seven years. The 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 six month period was $1.9 million compared to $0.9 million a year ago.
The increase in the general bad debt reserve resulted from 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 higher reserve requirements related to
potential bankruptcies. In December 2000, National Airlines, a significant
14
15
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 $1.0 million. Mercury
is continuing to provide fuel to National on a post petition basis under the
auspices of the Bankruptcy Court.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
There has been no material change during the six months ended December 31, 2000
from the disclosures regarding market risk presented in the Company's Annual
Report on Form 10-K for the year ended June 30, 2000.
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
In connection with the Chapter 7 bankruptcy filing for Western Pacific
Airlines, Inc., ("WPAI"), the Company received a letter, dated August 25, 1999,
from the bankruptcy trustee's attorneys making a formal demand for recovery of
alleged preference payments of approximately $11.4 million. This amount
represents cash received for payment of fuel sales during the 90 days prior to
WPAI's initial bankruptcy filing. The Company also received notice of a claim by
the trustee for $1.1 million against Compass Bank for payments made pursuant to
a loan between Compass and WPAI, which the Company guaranteed. The trustee filed
suit in the United States District Court for the District of Colorado on October
1, 1999. In December 2000, the Company agreed to a settlement of all claims with
the Trustee, subject to the Bankruptcy courts approval. The settlement consists
of ten quarterly payments of $175,000, with the unpaid balance secured by a
letter of credit. Payments are expected to begin upon approval of the settlement
by the bankruptcy court. The Company has recorded a charge to bad debt expense
equal to the present value of the payments, $1.6 million. During the quarter,
this was partially offset by approximately $900,000 in bad debt recoveries from
a former customer.
15
16
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. The
Company subsequently filed a suit seeking declaratory relief regarding the
employment contract. The suit was then amended to seek damages against Mr.
Perez. The Company filed a motion with the United States District Court for the
Southern District of New York (New York City) to dismiss Mr. Perez's claim
against the Company. On January 31, 2001 the court ruled in the Company's favor
and dismissed all of Mr. Perez's claims against the Company. The Company has
remaining claims against Mr. Perez, which are expected to go forward in
February, 2001. Mr. Perez filed a mirror case in the State Court of Florida
(Miami Dade County), which the Company expects to be dismissed.
Item 2. Change in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On December 14, 2000, the Company held its annual meeting of
Shareholders.
All of the Company's directors were re-elected at the meeting by the following
votes:
Name For Against Abstain Broker Non-Vote
---- --- ------ -----------------------
Dr. Philip Fagan, Jr. 5,336,161 312,727 -0-
Joseph A. Czyzyk 5,336,161 312,727 -0-
Frederick H. Kopko 5,336,161 312,727 -0-
Harold T. Bowling 5,335,705 313,183 -0-
Robert L. List 5,336,161 312,727 -0-
The annual meeting of Shareholders was adjourned until January 9, 2001
for the purpose of adopting the proposal that would change the Company's state
of incorporation from New York to Delaware. On January 9, 2001, the proposal was
adopted at meeting by the following votes:
For Against Abstain Broker Non-Vote
--- ------- -----------------------
4,470,586 415,954 27,736
16
17
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
February 09, 2001
17
18
Item 6 (a) Exhibits and Exhibit List
(b) Reports on Form 8-K
(a)
Exhibit
No. Description
------- -----------
3.1 Restated Certificate of Incorporation.(4)
3.2 Form of Amendment to Restated Certificate of Incorporation creating the Series A 8%
Convertible Cumulative Redeemable Preferred Stock.(4)
3.3 Form of Amendment to Restated Certificate of Incorporation declaring the Separation
Date for the Series A 8% Convertible Redeemable Preferred Stock.(5)
3.4 Bylaws of the Company.(4)
3.5 Amendment to Bylaws of the Company.(10)
3.6 Amendment to Bylaws of the Company adopted on December 3, 1998.(19)
3.7 Amendment to Bylaws of the Company adopted on August 22, 2000.(23)
4.1 Form of Indenture between Mercury Air Group, Inc. and IBJ Schroder Bank &
Trust Company.(11)
4.2 Negotiable Promissory Note, dated as of June 21, 1996, from Mercury Air Group,
Inc. to Raytheon Aircraft Services, Inc.(13)
4.3 Legend Agreement, dated as of August 29, 1996 between Mercury Air Group, Inc.
and Raytheon Aircraft Services, Inc.(13)
4.4 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.(3)
4.5 Securities Purchase Agreement dated September 10, 1999 by and among Mercury Air
Group, Inc. and J.H. Whitney Mezzanine Fund, L.P.(20)
4.6 Amendment No. 1 dated as of September 30, 2000 by and between J.H. Whitney
Mezzanine Fund, L.P. and Mercury Air Group, Inc. to the Securities Purchase Agreement.
10.1 Employment Agreement dated December 10, 1993 between the Company and Seymour
Kahn.(8)*
10.2 Stock Purchase Agreement between the Company, SK Acquisition, Inc., Randolph
E. Ajer, Kevin J. Walsh, Grant Murray and Joseph Czyzyk.(2)*
10.3 Company's 1990 Long-Term Incentive Plan.(6)*
10.4 Company's 1990 Directors Stock Option Plan.(1)*
10.5 Lease for 6851 West Imperial Highway, Los Angeles, California.(4)
10.6 Memorandum Dated September 15, 1997 regarding Summary of Officer Life Insurance
Policies with Benefits Payable to Officers or Their Designated Beneficiaries.(15)*
10.7 Memorandum dated September 15, 1995 regarding Summary of Bonus Plans for Seymour
Kahn, Joseph Czyzyk and Randolph E. Ajer.(10)*
10.8 Memorandum dated September 15, 1995 regarding Summary of Bonus Plans for Kevin Walsh
and William Silva.(10)*
10.9 The Company's 401(k) Plan consisting of LCI Actuaries, Inc. Regional Prototype
Defined Contribution Plan and Trust and Adoption Agreement.(7)*
19
Exhibit
No. Description
------- -----------
10.10 Non-Qualified Stock Option Agreement by and between the Company and Seymour Kahn
dated January 21, 1993.(7)*
10.11 Stock Purchase Agreement among the Company, SK Acquisition, Inc. and William L. Silva
dated as of August 9, 1993.(8)*
10.12 Stock Exchange Agreement dated as of November 15, 1994 between Joseph Czyzyk and the
Company.(9)*
10.13 Employment Agreement dated November 15, 1994 between the Company and Joseph Czyzyk.(16)*
10.14 Non-Qualified Stock Option Agreement dated August 24, 1995, by and between S.K.
Acquisition and Mercury Air Group, Inc.(12)*
10.15 Non-Qualified Stock Option Agreement dated March 21, 1996, by and between Frederick
H. Kopko and Mercury Air Group, Inc.(12)*
10.16 Credit Agreement by and among Sanwa Bank California, Mellon Bank, N.A., The First
National Bank of Boston and Mercury Air Group, Inc. dated March 14, 1997.(14)
10.17 First Amendment to Credit Agreement and Related Loan Documents dated as of November
1997, by and among Sanwa Bank California, Mellon Bank, N.A., BankBoston, N.A. and
Mercury Air Group, Inc.(16)
10.18 First Amendment of 1998 to Credit Agreement and Other Loan Documents dated as of
April 1, 1998, by and among Sanwa Bank California, Mellon Bank, N.A., BankBoston,
N.A. and Mercury Air Group, Inc.(3)
10.19 Second Amendment of 1998 to Credit Agreement and Other Loan Documents
dated as of April 1998, by and between Sanwa Bank California, Mellon
Bank, N.A., BankBoston, N.A. and Mercury Air Group, Inc.(16)
10.20 Third Amendment of 1998 to Credit Agreement and Other Loan Documents dated as of
August 31, 1998, by and between Sanwa Bank California, Mellon Bank, N.A., BankBoston,
N.A. and Mercury Air Group, Inc.(16)
10.21 Reimbursement Agreement dated as of April 1, 1998, by and among Sanwa Bank
California, Mellon Bank, N.A., BankBoston, N.A. and Mercury Air Group, Inc.(3)
10.22 First Amendment to Reimbursement Agreement and Other L/C Documents as of August 31,
1998, by and between Sanwa Bank California, Mellon Bank, N.A., BankBoston, N.A. and
Mercury Air Group, Inc.(16)
10.23 Fourth Amendment of 1998 to Credit Agreement and Other Loan Documents by and between
Sanwa Bank California, Mellon Bank, N.A., BankBoston, N.A. and Mercury Air Group,
Inc. dated September 15, 1998.(17)
10.24 Second Amendment to Reimbursement Agreement and Other L/C Documents by and between
Sanwa Bank California, Mellon Bank, N.A., BankBoston, N.A. and Mercury Air Group,
Inc. dated September 15, 1998.(17)
10.25 Company's 1998 Long-Term Incentive Plan.(18)*
10.26 Company's 1998 Directors Stock Option Plan.(18)*
10.27 Amendment to Employment Agreement by and between Mercury Air Group, Inc. and
Joseph A. Czyzyk dated October 15, 1998.(19)*
10.28 Amendment No. 2 to Employment Agreement by and between Mercury Air Group, Inc.
and Joseph A. Czyzyk dated April 12, 1999.(19)*
10.29 First Amendment of 1999 to Credit Agreement and Other Loan Documents dated as
of December 31, 1998 by and between Sanwa Bank California, Mellon Bank, N.A. and
BankBoston, N.A. and Mercury Air Group, Inc.(19)
20
Exhibit
No. Description
------- -----------
10.30 Third Amendment to Reimbursement Agreement and Other L/C Documents
dated as of December 31, 1998 by and between Sanwa Bank California,
Mellon Bank, N.A., BankBoston, N.A. and Mercury Air Group, Inc.(19)
10.31 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.(19)
10.32 First Amendment to Revolving Credit and Term Loan Agreement
dated as of September 10, 1999.(22)
10.33 Second Amendment to Revolving Credit and Term Loan Agreement dated as of
March 31, 2000.(22)
10.34 Third Amendment, Waiver and Consent to Revolving Credit and Term Loan Agreement
dated as of August 11, 2000.(22)
10.35 The Company's 401(k) Plan consisting of CNA Trust Corporation. Regional Prototype
Defined Contribution Plan and Trust and Adoption Agreement.(22)*
10.36 Amendment No. 3 to Employment Agreement by and between Mercury Air Group, Inc. and
Joseph A. Czyzyk dated September 11, 2000.(23)*
10.37 Employment Agreement dated July 31, 2000 between the Company and Dr. Philip J.
Fagan.(23)*
10.38 Fourth Amendment to Revolving Credit and Term Loan Agreement dated as of
November 14, 2000.
10.39 Amendment No. 1 to Mercury Air Group, Inc. 1998 Long-Term Incentive Option
Plan as of August 22, 2000.*
10.40 Amendment No. 1 to Mercury Air Group, Inc. 1998 Directors Stock Option Plan
as of August 22, 2000.*
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.(21)
------------------------
* 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) Such document was previously filed as an Exhibit to the Company's Current
Report on Form 8-K dated December 6, 1989 and is incorporated herein by
reference.
(3) 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.
(4) 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.
(5) Such document was previously filed as an Exhibit to the Company's
Quarterly
21
Report on Form 10-Q for the quarter ended March 31, 1992 and is
incorporated herein by reference.
(6) Such document was previously filed as Appendix A to the Company's Proxy
Statement for the December 2, 1992 Annual Meeting of Shareholders.
(7) All such documents were previously filed as Exhibits to the Company's
Annual Report on Form 10-K for the year ended June 30, 1993 and are
incorporated herein by reference.
(8) All such documents were previously filed as Exhibits to the Company's
Annual Report on Form 10-K for the year ended June 30, 1994 and are
incorporated herein by reference.
(9) Such document was previously filed as an Exhibit to the Company's Current
Report on Form 8-K dated November 15, 1994 and is incorporated herein by
reference.
(10) All such documents were previously filed as Exhibits to the Company's
Annual Report on Form 10-K for the year ended June 30, 1995 and are
incorporated herein by reference.
(11) 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.
(12) 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.
(13) 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.
(14) Such document was previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 and is
incorporated herein by reference.
(15) 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.
(16) 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.
(17) Such document was previously filed as an Exhibit to the Company's
Quarterly Report on Form 10-Q for the quarter ended December 31, 1998 and
is incorporated herein by reference.
22
(18) 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.
(19) 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.
(20) 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.
(21) 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.
(22) 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.
(23) 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.
(b) Reports on Form 8-K:
None