<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 30, 1997
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OR THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 000-21825
STREICHER MOBILE FUELING, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0707824
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(State of Incorporation) (IRS Employer Identification Number)
2720 NW 55th Court. Fort Lauderdale, FL, 33309
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(Address of principal executive offices) (Zip Code)
(954) 739-3880
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(Issuer's telephone number, including area code)
Check whether the issuer filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required requirements for the past 90 days.
Yes X . No .
--- ---
As of April 30, 1997, 2,575,000 shares of the issuer's common stock were
outstanding.
This report contains 12 pages. There are no exhibits.
X Traditional Small Business Disclosure Format
---
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STREICHER MOBILE FUELING, INC.
FORM 10-QSB
INDEX
10-QSB Part and Item No.
Part I-Financial Information
<TABLE>
<S> <C> <C>
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheets as of
April 30, 1997 and January 31, 1997...................... 3
Condensed Statements of Operations for
the three months ended April 30, 1997 and 1996........... 4
Condensed Statements of Cash Flows for the three
months ended April 30, 1997 and 1996..................... 5
Notes to Condensed Financial Statements.................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 8
Signatures.........................................................11
</TABLE>
2
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STREICHER MOBILE FUELING, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
APRIL 30, JANUARY 31,
1997 1997
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 2,448,727 $ 2,848,000
Investments, restricted $66,000 116,524 115,751
Accounts receivable, net of allowance for doubtful
accounts of $60,000 and $51,000, respectively 4,153,920 4,352,761
Inventories 78,781 76,961
Prepaid expenses and other 243,528 254,548
----------- -----------
Total current assets 7,041,480 7,648,021
PROPERTY AND EQUIPMENT, net of accumulated depreciation
of $1,070,257 and $996,074 respectively 3,528,487 3,368,779
NOTE RECEIVABLE FROM ENTERPRISES 328,244 319,043
OTHER ASSETS 144,664 67,127
----------- -----------
Total assets $11,042,875 $11,402,970
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit 1,653,955 $ 1,404,469
Current portion of long-term debt 643,110 632,028
Current portion of capital lease obligations 107,748 108,824
Accounts payable 2,004,887 2,411,031
Accrued expenses 487,559 426,818
Customer deposits 168,670 169,670
----------- -----------
Total current liabilities 5,065,929 5,152,840
----------- -----------
LONG-TERM LIABILITIES:
Long-term debt, excluding current portion 1,090,492 1,017,795
Capital lease obligations, excluding current portion 80,617 105,703
Deferred income taxes 53,219 165,219
----------- -----------
Total liabilities 6,290,257 6,441,557
----------- -----------
COMMITMENTS AND CONTINGENCIES: (Notes 5 and 6)
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued and outstanding -- --
Common stock, $.01 par value, 20,000,000 shares authorized,
2,575,000 shares issued and outstanding 25,750 25,750
Additional paid-in capital 5,220,758 5,220,758
Unrealized gain on investment 19,737 19,737
Accumulated deficit (513,627) (304,832)
---------- ----------
Total shareholders' equity 4,752,618 4,961,413
----------- -----------
Total liabilities and shareholders' equity $11,042,875 $11,402,970
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral
part of these condensed balance sheets.
3
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STREICHER MOBILE FUELING, INC.
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED APRIL 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
REVENUE, including fuel taxes of
$3,104,000 and $1,719,000, respectively $9,989,077 $6,943,518
COST OF SALES 9,408,588 6,436,435
---------- ----------
Gross profit 580,489 507,083
OPERATING EXPENSES 850,995 593,813
---------- ----------
Loss from operations (270,506) (86,730)
INTEREST EXPENSE (86,322) (132,289)
INTEREST INCOME 36,033 --
---------- ----------
Loss before benefit for income taxes (320,795) (219,019)
BENEFIT FOR INCOME TAXES 112,000 79,000
---------- ----------
Net loss $ (208,795) $ (140,019)
========== ==========
NET LOSS PER SHARE $ (0.08) $ (0.09)
========== ==========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 2,575,000 1,500,000
========== ==========
</TABLE>
The accompanying notes to financial statements are an integral
part of these condensed statements.
4
<PAGE> 5
STREICHER MOBILE FUELING, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (208,795) $ (140,019)
Adjustments to reconcile net loss to
net cash used in operating activities--
Depreciation and amortization 104,183 94,577
Deferred income tax benefit (112,000) (79,000)
Changes in operating assets and liabilities:
Accounts receivable 198,841 (486,112)
Inventories (1,820) (28,323)
Prepaid expenses and other 11,020 (30,299)
Other assets (77,537) (20,207)
Accounts payable and accrued expenses (345,403) 574,372
Customer deposits (1,000) 4,656
----------- -----------
Net cash used in operating activities (432,511) (110,355)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of investment -- 102,924
Purchase of investment (773) --
Net (increase) decrease in note receivable from Enterprises (9,201) 2,861
Purchases of property and equipment (263,891) (504,724)
Proceeds from disposal of equipment -- 244
----------- -----------
Net cash used in investing activities (273,865) (398,695)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under line of credit 249,486 113,896
Borrowings under long-term debt 217,852 505,940
Principal payments on long-term debt (134,073) (253,160)
Principal payments on capital lease obligations (26,162) --
----------- -----------
Net cash provided by financing activities 307,103 366,676
----------- -----------
DECREASE IN CASH AND CASH EQUIVALENTS (399,273) (142,374)
CASH AND CASH EQUIVALENTS, beginning of period 2,848,000 189,508
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 2,448,727 $ 47,134
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for --
Interest $ 82,490 $ 141,427
=========== ===========
Income taxes $ 10,000 $ 39,000
=========== ===========
</TABLE>
THE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE
CONDENSED STATEMENTS.
5
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STREICHER MOBILE FUELING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
APRIL 30, 1997 AND 1996
(UNAUDITED)
(1) NATURE OF OPERATIONS
Streicher Mobile Fueling, Inc. (the "Company") was incorporated in October 1996.
Prior to the effective date of the Company's registration statement for its
initial public offering on December 11, 1996, the Company's business was
conducted through the Mobile Fueling Division of Streicher Enterprises, Inc.
which began mobile fueling operations in 1983. Streicher Enterprises, Inc.
("Enterprises") completed a corporate reorganization as of such effective date
pursuant to which the Mobile Fueling Division of Enterprises transferred its
assets, liabilities and operations to the Company. Such corporate reorganization
has been retroactively reflected in the accompanying condensed financial
statements and notes thereto as if such transfer had occurred at inception of
the former Mobile Fueling Division. Accordingly, the accumulated deficit
includes the cumulative results of the former Mobile Fueling Division.
The Company delivers mechanized mobile fleet fueling and electronic fuel
management primarily to customers that operate large fleets of vehicles (such as
governmental agencies, utilities, major trucking lines, hauling and delivery
services, and national courier services). At April 30, 1997, the Company had
operations in Florida, Georgia, Tennessee, Southern California and Texas. The
Company closed its operations in Southern California in May 1997 and has opened
one location in Louisiana in June 1997.
(2) BASIS OF PRESENTATION
The unaudited condensed financial statements included herein have been
prepared in accordance with the instructions to Form 10-QSB and do not include
all the information and footnotes required by generally accepted accounting
principles; however, they do include all adjustments of a normal recurring
nature which, in the opinion of management, are necessary to present fairly the
results of operations of the Company for the interim periods presented. Certain
amounts have been reclassified to conform with current quarter presentation.
These interim financial statements should be read in conjunction with the
Company's audited financial statements and related notes for the year ended
January 31, 1997 included in the Company's Annual Report on Form 10-KSB for the
year ended January 31, 1997. The results of operations for the interim periods
presented are not necessarily indicative of the results to be expected for the
entire year.
(3) INCOME TAXES
The Company provides Federal and state income taxes at its estimated annual
effective income tax rate giving effect to applicable Federal and state
statutory rates. Deferred income taxes are recorded to reflect the tax
consequences on future years of differences between the tax bases of assets and
liabilities and the amounts recorded for financial reporting purposes. Income
taxes for the period ended April 30, 1996 have been provided as if the Company
had been a separate taxable entity since inception of the former Mobile Fueling
Division.
(4) LINE OF CREDIT
The Company has outstanding borrowings of $1,653,955 as of April 30, 1997
under a $2,700,000 line of credit between Enterprises and a bank. As borrowings
under the line are used by, are collateralized by the assets of, and repayment
will result from the operations of the Company, such line of credit has been
fully allocated to the Company and reflected in the accompanying balance sheets
as a liability of the Company. Interest is payable monthly at 1.5% over the
prime rate (10.0% as of April 30, 1997). The line of credit matures in August
1997. In addition, borrowings under the line of credit, long-term debt and
capital lease obligations are personally guaranteed by the Company's Chief
Executive Officer and sole shareholder of Enterprises. Further, the credit
agreement contains customary covenants such as the maintenance of certain
financial ratios and minimum net worth and working capital requirements.
6
<PAGE> 7
(5) COMMITMENTS AND CONTINGENCIES
The Company currently has commitments to purchase 11 custom fuel trucks for
use in the Company's operations with an aggregate cost of approximately
$1,750,000. These units will be delivered at the rate of one or two units per
month beginning in June 1997.
(6) RELATED PARTY TRANSACTIONS
As of April 30, 1997, the Company has a note receivable from Enterprises
amounting to $328,244, which bears interest at 8.25 percent annually primarily
representing tax benefits generated by the Company and used by Enterprises, cash
advances to Enterprises and certain expenses of Enterprises paid by the Company
prior to its initial public offering. In addition, the Company has operating
leases with its Chief Executive Officer and the sole shareholder of Enterprises
that expire in July 2014 and August 2015. Rent expense paid to this individual
amounted to approximately $18,500 and $15,900 for the three months ended April
30, 1997 and 1996, respectively.
(7) STOCK OPTIONS
In April 1997, the Company increased the number of shares of common stock
of the Company reserved for issuance under its Stock Option Plan (the "Plan")
from 100,000 shares to 250,000 shares. The Plan was adopted by the Company in
December 1996 and is designed to serve as an incentive for attracting and
retaining qualified employees. To date, no options have been granted to
employees under the plan. In addition, the Company has granted options to
purchase 48,000 shares of common stock at an exercise price of $8.375 per share
under the Plan to its four non-employee directors. These options vest at a rate
of 1,000 shares per month per covered director for the twelve months commencing
February 1, 1997. Such options are callable by the Company at any time (i) after
February 1, 2002 or (ii) when the bid price for the Company's common stock is at
least $20.00 per share.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10-QSB contains "forward-looking statements" which involve risks
and uncertainties. The Company's actual results could differ materially from
those in the forward-looking statements as a result of certain factors,
including those set forth under the caption "Certain Factors Affecting Future
Operating Results" in Item 6 of the Company's Annual Report in Form 10-KSB for
the fiscal year ended January 31, 1997. The following Management's Discussion
and Analysis of Financial Condition and Results of Operations should be read in
conjunction with the Company's financial statements and notes thereto included
elsewhere in this Form 10-QSB and the above described factors set forth in the
Company's Form 10-KSB.
GENERAL
The Company completed an underwritten public offering (the "Offering") in
December 1996. Prior to the Offering, the Company's business was conducted
through the Mobile Fuel Division of Streicher Enterprises, Inc., which began
mobile fueling operations in 1983. Streicher Enterprises, Inc. completed a
corporate reorganization concurrent with the closing of the Offering pursuant to
which the assets, liabilities and operations of its Mobile Fueling Division were
transferred to the Company. Enterprises, which currently owns 52.4% of the
Company's outstanding common stock, is wholly owned by the Chief Executive
Officer of the Company. Such corporate reorganization has been retroactively
reflected in the Company's Financial Statements and notes thereto as if such
transfer had occurred upon the inception of the Mobile Fueling Division.
The Company derives all of its revenue from providing mobile fueling
services. Revenue is comprised principally of sales of gasoline and diesel fuel
and related service charges. Cost of sales is comprised principally of the cost
of fuel and transportation costs (primarily payroll). Included in both revenue
and cost of sales are Federal and state fuel taxes, which are generally paid,
when required, by the Company when it pays for its fuel and are billed by the
Company to its customers upon billing for the related fuel and services charges.
RESULTS OF OPERATIONS
Revenue
Revenue for the three months ended April 30, 1997 increased $3,045,559, or
43.9%, to $9,989,077 from $6,943,518 for the three months ended April 30, 1996
due primarily to an increase in volume of fuel delivered. For the three months
ended April 30, 1997, the Company delivered 7.3 million gallons of fuel which
compares to 5.2 million gallons for the same period of the prior year, an
increase of 40.4%. The increase in volume was attributable to an increased
services to existing customers, acquisition of new customers in existing
locations and the introduction of mobile fueling operations into additional
metropolitan areas. In addition, approximately $0.3 million of the increase is
attributable to increased fuel prices as well as changes in the mix of fuel
delivered between taxable and nontaxable fuel, and diesel and gasoline.
Gross Profit
Gross profit for the three months ended April 30, 1997 increased $73,406, or
14.5%, to $580,489 from $507,083 for the three months ended April 30, 1996. This
increase is primarily due to the higher volume of fuel delivered as discussed
above. Gross profit did not increase at the same rate as revenues due to a
decrease in average service charges per gallon during the three months ended
April 30, 1997 as compared to the same period of the prior year in response to
competitive conditions, as well as an increase in driver payroll costs, included
in cost of sales, associated with expansion into new markets and
underutilization of equipment in those markets. As a result of these offsetting
factors, and because the Company sells fuel to its customers at fixed amounts
over its wholesale costs, gross margin as a percentage of revenue for the three
months ended April 30, 1997 declined to 5.8% as compared to 7.3% for the three
months ended April 30, 1996.
8
<PAGE> 9
Operating Expenses
Operating expenses for the three months ended April 30, 1997 increased
$257,182, or 43.3%, to $850,995 from $593,813 for the three months ended April
30, 1996. A portion of this increase, approximately $130,000, is attributable to
an increase in payroll and related administrative costs associated with
additional personnel and facilities to support the Company's expansion. In
addition, the Company incurred increased cost of approximately $70,000 for
legal, accounting and financial advisory and consulting services. These costs
are expected to remain at this level at least through the end of the current
fiscal year. In response to sustained operating losses incurred in California,
the Company closed its three California locations in May 1997 and moved the
related fuel delivery equipment to other markets. As a result, operating
expenses for the three months ended April 30, 1997 includes a nonrecurring
charge of $57,000 representing an estimate of the costs that will be incurred in
connection with the closure of the California operations, relocating equipment
and related costs.
Interest
Interest expense for the three months ended April 30, 1997 decreased
$45,967, or 34.7%, to $86,322 from $132,289 for the three months ended April 30,
1996. This decrease is the result of a reduction in the Company's outstanding
borrowings due to the repayment of a portion of its debt with a portion of the
proceeds from the Offering as well as lower interest rates on a portion of
long-term debt refinanced in July 1996. In addition, the Company realized
interest income for the three months ended April 30, 1997 of $36,033 as compared
to nil for the same period of the prior year due to the interest earned on the
balance of the proceeds from the Offering.
Income Taxes
The Company recognized an income tax benefit for the three months ended
April 30, 1997 of 112,000, representing an effective tax benefit rate of 34.9%,
as compared to $79,000, representing an effective tax benefit rate of 36.1% for
the three months ended April 30, 1996. The increase in the tax benefit of
$33,000 is the result of increased operating losses. The current effective tax
benefit rate reflects the Company's estimate of the its annual tax rate for the
current fiscal year.
Net Loss
Net loss for the three months ended April 30, 1997 increased $68,776, or
49.1%, to $208,795, or $0.08 per share, from $140,019, or $0.09 per share, for
the three months ended April 30, 1996. The increase in the net loss is due to
the factors discussed above. The weighted average number of shares outstanding
for the period increased to 2,575,000 from 1,500,000 for the same period of the
prior year due to the completion of the Offering.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the three months ended April 30, 1997
increased $322,156 to $432,511 from $110,355 for the three months ended April
30, 1996. This increase is primarily due to the increase in the net loss for the
current period as compared to the same period of the prior year as well as the
timing of the payment for fuel purchases. Cash used in investing activities for
the three months ended April 30, 1997 decreased $124,830 to $273,865 from
$398,695 for the three months ended April 30, 1996. This decrease is primarily
due to the Company's acquisition of fewer fuel trucks during the current period
as compared to the same period of the prior year. Cash provided by financing
activities for the three months ended April 30, 1997 decreased $59,573 to
$307,103 from $366,676 for the three months ended April 30, 1996. This decrease
is primarily attributable to the reduction in borrowings necessary to fund the
acquisition of equipment.
The Company has outstanding borrowings of $1,653,955 as of April 30, 1997
under a $2,700,000 line of credit between Enterprises and a bank. As borrowings
under the line are used by, are collateralized by the assets of, and repayment
will result from the operations of the Company, such line of credit has been
fully allocated to the Company
9
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and reflected in the accompanying balance sheets as a liability of the Company.
Interest is payable monthly at 1.5% over the prime rate (10.0% as of April 30,
1997). The line of credit matures in August 1997.
Borrowings under the line of credit, long-term debt and capital lease
obligations are personally guaranteed by the Company's Chief Executive Officer
and sole shareholder of Enterprises. Further, the credit agreement contains
customary covenants such as the maintenance of certain financial ratios and
minimum net worth and working capital requirements. As of April 30, 1997,
management believes Enterprises was in compliance with these financial covenants
and restrictions.
The Company's principal uses of cash are to finance operations and to fund
capital expenditures for the purchase of fuel trucks. The Company is generally
required to pay for fuel purchases within 15 days. The Company generally bills
its customers weekly and collects usually within 30 to 40 days. In the
aggregate, days sales outstanding as of April 30, 1997 were 37 as compared to 40
as of April 30, 1996.
Custom fuel trucks are ordered in advance of need and require a minimal down
payment with the balance being due upon delivery. It is expected that this
balance will be funded through a combination of available cash and vendor
financing. In the past, the Company has financed approximately 85% to 95% of the
purchase price of fuel trucks. The Company is unable to estimate the amount of
cash required for the acquisition of fuel trucks as such amount is dependent
upon the terms and conditions of financing available, if any, to the Company at
the time of delivery. At April 30, 1997, the Company had purchase commitments
for 11 custom fuel delivery vehicles aggregating approximately $1,750,000.
During the remainder of 1997, the Company intends to purchase approximately
15 new vehicles, retrofit 8 existing vehicles and open at least 3 additional
operating locations. Capital expenditures related to the opening of new
locations, other than fuel trucks, are not expected to be significant. As the
Company continues to expand, however, it is possible that operating losses will
continue and may increase. The Company expects to continue to fund expected
increases in accounts receivable resulting from planned expansion activities
through its available cash or additional borrowings under the line of credit
available to the Company. The available balance under the line of credit
amounted to approximately $1,000,000 and the Company's cash and cash equivalents
amounted to approximately $2,400,000 at April 30, 1997. The Company intends to
seek additional capital as needed through vendor financing and expansion of the
existing credit facility or replacement of that facility with a larger facility.
The Company anticipates that its available cash, its current borrowing capacity
under the line of credit and other available financing alternatives will be
adequate to meet its existing needs for working capital and capital expenditures
for at least the next 12 months. No assurances can be given that additional
capital will be available or that the existing credit facility could be expanded
or replaced by a larger facility, if required.
PART II-OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits 27 Financial Data Schedule (for SEC use only).
10
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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 hereunto duly authorized.
STREICHER MOBILE FUELING, INC.
By: /s/ Stanley H. Streicher
--------------------------
Stanley H. Streicher
Chief Executive Officer
June 16, 1997
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF STREICHER MOBILE FUELING, INC. AS OF APRIL 30, 1997 (UNAUDITED) AND THE
RELATED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS ENDED
APRIL 30, 1997 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> APR-30-1997
<CASH> 2,448,727
<SECURITIES> 116,524
<RECEIVABLES> 4,213,920
<ALLOWANCES> 60,000
<INVENTORY> 78,781
<CURRENT-ASSETS> 7,041,480
<PP&E> 4,598,744
<DEPRECIATION> 1,070,257
<TOTAL-ASSETS> 11,042,875
<CURRENT-LIABILITIES> 5,065,929
<BONDS> 0
0
0
<COMMON> 25,750
<OTHER-SE> 4,726,868
<TOTAL-LIABILITY-AND-EQUITY> 11,042,875
<SALES> 9,989,077
<TOTAL-REVENUES> 9,989,077
<CGS> 9,408,588
<TOTAL-COSTS> 9,408,588
<OTHER-EXPENSES> 850,995
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 86,322
<INCOME-PRETAX> (320,795)
<INCOME-TAX> 112,000
<INCOME-CONTINUING> (208,795)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (208,795)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
