UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A (AMENDMENT #1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
COMMISSION FILE NUMBER 0-21825
STREICHER MOBILE FUELING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0707824
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2720 N.W. 55TH COURT, FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices) (Zip Code)
(954) 739-3880
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH
TITLE OF EACH CLASS EXCHANGE ON WHICH REGISTERED
- ----------------------------------------- ----------------------------
COMMON STOCK, $.01 PAR VALUE CHICAGO STOCK EXCHANGE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS CHICAGO STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock held by
non-affiliates as of April 22, 1998 was $5,806,875 computed by reference to the
closing bid price of the Common Stock on such date.
As of April 22, 1998 there were 2,575,000 shares of the registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
NAME AND ADDRESS AGE POSITION AND OFFICE
---------------------------------------------------
Stanley H. Streicher 55 President, Chief Executive Officer
Director and Founder
Walter B. Barrett 40 Vice President, Finance; Chief Financial
Officer and Treasurer
Steven E. Alford 32 Vice President, Operations
Timothy W. Koshollek 34 Vice President, Marketing
E. Scott Golden 42 Director
Joseph M. Murphy 51 Director
John H. O'Neil, Jr. 68 Director
L. Phillips Reames 54 Director
Mr. Streicher has served as President and Chief Executive Officer of
the Company since its inception in October 1996. Mr. Streicher has also served
as the President and Chief Executive Officer of Streicher Enterprises, Inc.
("Enterprises") the Company's predecessor, since its inception in 1983. During
the period 1979 to 1983, Mr. Streicher operated a mobile fueling business which
became the Company's predecessor. From 1972 to 1979, Mr. Streicher served as
supervisor of receiving of AT&T's Montgomery Material Management Center, where
he designed systems to expedite material and equipment handling. From 1965 to
1972, Mr. Streicher served to the rank of Captain in the United States Military
in various leadership capacities, including the command of an aviation division
together with the responsibility for scheduling aircraft and their refueling.
Mr. Barrett has served as Vice President, Finance and Chief Financial
Officer of the Company since July 1997. From 1991 to 1997 Mr. Barrett was Vice
President of Finance and Chief Financial Officer of Devcon International Corp.,
a supplier of construction materials and services throughout the Caribbean and
Southeastern Florida.
Mr. Alford has served as Vice President, Operations of the Company
since March 1998. From December 1992 to February 1998, Mr. Alford was employed
by Enterprises and the Company in various supervisory and managerial positions.
Mr. Koshollek has served as the Vice President of Marketing since March
1998. Prior to that and from October 1996 Mr. Koshollek served as Vice President
of Marketing and Operations of Enterprises and the Company. From 1991 to 1994,
Mr. Koshollek was responsible for sales and management of a wholesale seafood
company. From 1989 to 1991, he was the operations manager of Enterprises
responsible for its Southeast division fuel delivery operations.
E. Scott Golden has served as a Director of the Company since January
1997. Mr. Golden has maintained his own law office since 1988. From 1983 to
1988, Mr. Golden was an attorney at Buck & Golden, P.A., where he was vice
president.
Joseph M. Murphy has served as a Director of the Company since January
1997. Since August 1983 Mr. Murphy has served as President and Chief Executive
Officer of Murphy Management, a management consulting and executive search firm
he founded, which specializes in the retail, general merchandise, supermarket
and food industries.
John H. O'Neil, Jr. has served as a Director of the Company since
January 1997. Since February 1998, Mr. O'Neil has served as Chairman of Health
Foundation of South Florida, a non-profit charitable foundation, and has served
as its Chief Executive Officer since February 1996. Mr. O'Neil has served as
Chairman of Cedars Medical Center since May 1992.
L. Phillips Reames has served as a Director of the Company since
January 1997. Since 1981, Mr. Reames has served as the Chairman of Argent
Securities, Inc. ("Argent"), an investment banking firm.
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<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers and persons who
won more than ten percent of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock. Officers, directors and greater
than ten percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and representations that no other reports
were required, during the fiscal year ending January 31, 1998, all of the
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with except that (i)
Form 3S (Initial Statement of Beneficial Ownership of Securities) were not filed
on a timely basis for Walter B. Barrett and Steven E. Alford and (ii) Form 4S
(Statement of Changes in Beneficial Ownership) were not filed on a timely basis
for stock option grants made to Walter B. Barrett, Timothy W. Koshollch, E.
Scott Golden, Joseph M. Murphy, John H. O'Neill, Jr. and L. Phillips Reames.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer (the "Named Executive Officer") for the
fiscal years ended January 31, 1998, 1997, and 1996. No other executive
officer's salary and bonus equaled or exceeded $100,000 for such years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION (1) COMPENSATION
-------------------------------------------------------------------------
NAME AND FISCAL YEAR ALL OTHER
PRINCIPAL POSITION ENDED 1/31 SALARY BONUS COMPENSATION
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stanley H. Streicher,.. 1998 $275,000 -- --
President & Chief Executive 1997 246,550 -- --
Officer 1996 150,113 -- --
<FN>
----------
(1) The column for "Other Annual Compensation" has been omitted because
there is no compensation required to be reported in such columns. The
aggregate amount of perquisites and other personal benefits provided to
the named Executive Officer is less that 10% of the total annual salary
and bonus of such officer.
</FN>
</TABLE>
EMPLOYMENT CONTRACT
The Company entered into an employment agreement with Stanley H. Streicher
effective December 11, 1996, pursuant to which Mr. Streicher serves as President
and Chief Executive Officer of the Company. The term of the agreement is five
years. The term of agreement will automatically renew for two successive
two-year terms, unless notice of termination is given prior to a renewal period.
The agreement provides that Mr. Streicher shall receive an initial annual base
salary of $275,000 which shall be increased to reflect the change of the cost of
living, based upon the change, from the preceding January 1, in the consumer
price index for All Urban Consumers, as published by the U.S. Bureau of Labor
Statistics. In addition to salary, Mr. Streicher will be eligible to participate
in a bonus pool which will provide him additional compensation of up to 10% of
the Company's pre-tax earnings.
The agreement provides that if Mr. Streicher's employment is terminated as
a result of his death or disability, he or his estate will receive for a period
of six months his base salary in effect as of the date of termination and a
prorated amount of any bonuses. The agreement also provides that in the event
Mr. Streicher's employment is terminated "without cause" or for "good reason,"
Mr. Streicher will receive, in addition to any salary, bonus and other
compensation accrued through the date of termination, a lump sum equal to the
greater of the full amount of salary, bonuses and other compensation due under
the agreement for the remainder of the term and three times the then-existing
salary and most recent annual bonus. The agreement further provides that Mr.
Streicher will not compete with the Company (I) while employed by the Company,
and (ii) for a period of two years following termination of employment. In the
event that his employment is terminated without cause, as a result of his death
or disability, or upon a change of control (as defined in the employment
agreement), all options to purchase Common Stock held by Mr. Streicher shall
become immediately exercisable. The Company may terminate the agreement for
"justifiable cause" which as defined therein means Mr. Streicher's conviction of
felony involving moral turpitude, fraud, dishonesty, or any crime in connection
with his employment which causes the Company substantial detriment; continual
gross neglect of his duties; unauthorized dissemination or use of confidential
information of the company; or engaging in competition with the Company during
the term of the agreement. Pursuant to the agreement, the Company is obligated
to pay all legal expenses associated with any legal proceedings concerning the
interpretation of the agreement.
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<PAGE>
The agreement further provides Mr. Streicher with stock options that will
enable him to acquire up to an aggregate of 1,000,000 shares of Common Stock at
an exercise price equal to the initial offering price of the Company following
the closing of this Offering. The exercise of the stock options is contingent
upon the Company achieving either a specified earnings per share level or a
specified stock price level (the "performance threshold"), for the corresponding
fiscal year-end. Commencing with fiscal year-ended January 31, 1998 and at each
of the four fiscal year ends thereafter, 200,000 of such options will be come
exercisable if the Company achieves earnings per share of $.36, $.42, $.52.,
$.62 and $.74 for the fiscal years ended January 31, 1998, 1999, 2000, 2001 and
2002, respectively, (or cumulative earnings per share after fiscal 1998 of $.66,
$1.09, $1.61, $2.23 and $2.97, respectively,) or the closing bid price of the
Company's Common Stock on any 20 consecutive trading days during such fiscal
year is $7.25, $8.75, $10.50, $12.50 and $15.00, respectively, or the Company
has cumulative net income of $2 million, $3 million, $4 million, $5 million and
$6 million, respectively. For any fiscal year after January 31, 1998 in which
the Company attains the foregoing earnings per share, stock price or cumulative
net income targets, any options eligible for vesting in prior years which were
not vested and exercisable because the targets for such fiscal years were not
achieved, shall become exercisable. In addition, for any fiscal year in which
the Company attains the earnings per share, stock price or cumulative net income
targets applicable to a subsequent fiscal year, all options eligible for vesting
in such subsequent fiscal year shall vest and become exercisable. If any of the
Company's publicly traded Warrants are exercised, the options shall vest and
become exercisable pro rata (based on the number of Warrants exercised) to the
extent not already vested in accordance with the foregoing. Regardless of the
Company's performance, all of the stock options granted to Mr. Streicher shall
vest and become exercisable ten years from the date of the grant.
STOCK OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning option
exercises in fiscal year ending January 31, 1998, the number of options held by
the Named Executive Officer as of January 31, 1998 and the value (based on the
fair market value of a share of stock at fiscal year-end) of in-the-money
options outstanding as of such date.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
NUMBER OF OPTIONS AT MONEY OPTIONS AT
SHARES JANUARY 31, 1998 JANUARY 31, 1998 (1)
ACQUIRED VALUE -----------------------------------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanley H. Streicher...... 0 -- 200,000 800,000 -- --
<FN>
- ----------
(1) The closing sale price for the Company's Common Stock as reported on the
NASDAQ SMALLCAP MARKET on January 30, 1998 was $3.75. Value is calculated
by multiplying (a) the difference between $3.75 and the option exercise
price by (b) the number of shares of Common Stock underlying the option.
</FN>
</TABLE>
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<PAGE>
COMPENSATION COMMITTEE OR BOARD REPORT ON COMPENSATION
The Company's executive compensation program is administered by the
Board of Directors. The Board's general philosophy with respect to compensation
of the Company's executive officers has been to offer competitive compensation
designed to attract and retain key executives critical to the long-term success
of the Company and to recognize an individual's contribution and personal
performance. The principal component of executive compensation has been base
salary. Executive officers may also be granted bonuses and stock options.
BASE SALARIES. Base salaries are initially determined by evaluating the
responsibilities of the position held and by reference to the competitive
marketplace for executive talent through review of an individual's background
and overall expertise in the Company's line of business and the salaries of
similarly situated executives. The Company believes that it is competitive with
respect to initial base salaries. Increases to base salaries are also influenced
by the performance of the Company and the individual against established goals
and objectives.
ANNUAL BONUS. The Company maintains an annual incentive bonus program
which provides for the payment of cash bonuses to executive offices and other
key employees of the Company based upon Company's financial performance and
individual performance. While these bonus awards are based upon the Company's
pre-tax earnings, the Committee strives to align the bonus plan targets with the
Company's long-term goals so that strategic focus is maintained. No bonuses
were paid to the Company's executive officers during the fiscal year ended
January 31, 1998.
OPTIONS. The Company's Stock Option Plan provides such an incentive
through the award of stock options to executive officers and other key
employees. The Stock Option Plan is administered by the Board of Directors. No
stock options were granted to the Company's executive officers during the fiscal
year ended January 31, 1998, except to one new executive officer in connection
with his hiring. During February 1998, the Board of Directors granted options to
purchase an aggregate of 50,000 shares to two of the Company's executive
officers.
EMPLOYMENT AGREEMENTS. In December of 1996, the Company entered into an
employment agreement with Stanley H. Streicher, the Company's President and
Chief Executive Officer. Accordingly, the compensation payable to Mr. Streicher
for fiscal 1998 and subsequent years will be determined pursuant to his
employment agreement. See "Executive Compensation--Employment Contract." The
Company also has employment agreements with its other executive officers.
Stanley H. Streicher
E. Scott Golden
Joseph M. Murphy
John H. O'Neill, Jr.
L. Phillip Reames
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors does not presently have a Compensation
Committee. Stanley H. Streicher, the Company's President and Chief Executive
Officer, is a member of the Board of Directors and participated in deliberations
of the Board concerning executive officer compensation. Mr. Streicher does not
participate in discussion regarding his own compensation or performance
appraisals.
DIRECTOR COMPENSATION
The Company compensates each non-employee director a director's fee of
$1,000 per month. In addition, the company's directors are reimbursed for any
out-of-pocket expense incurred by them for attendance at meetings of the Board
of Directors or committees thereof. In February 1997, each non-employee director
was granted options to purchase 12,000 shares of Common Stock at an excise price
of $3.69 per share, which options vest at a rate of 1,000 shares per month,
commencing on 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 Common Stock
is at least $20.00 per share.
PERFORMANCE TABLE
The following table shows the cumulative total shareholder return on the
Company's Common Stock over the fiscal periods ended January 31, 1998 and 1997
as compared to the total returns of the NASDAQ Stock Market Index. Returns are
based on the change in year-end to year-end price and assume reinvested
dividends. The table assumes $100 was invested on December 11, 1996 (the date of
the Company's inception) in the Company's Common Stock and the NASDAQ Stock
Market Index.
1/98 1/97
---- ----
Streicher Mobile Fueling, Inc. $63.00 $144.00
NASDAQ Stock Market -- US $124.00 $105.00
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<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock as of May 15, 1998 by (a) each person
known to the Company to own beneficially more than five percent of the Company's
outstanding Common Stock, (b) each director (including nominees) who owns any
such shares, (c) each Named Executive Officer and (d) the directors and
executive officers of the Company as a group:
COMMON STOCK
BENEFICIALLY OWNED (2)
------------------------
NAME OF BENEFICIAL OWNER(1) SHARES PERCENT
--------- -------
Stanley H. Streicher (3)........................ 1,551,000 55.9%
E. Scott Golden (4)............................. 13,000 *
Joseph M. Murphy (5)............................ 12,000 *
John H. O'Neil, Jr (5).......................... 12,000 *
L. Phillips Reames (5).......................... 12,000 *
All directors and executive officers
as a group (8 persons)..................... 1,600,500 56.7%
- ----------
* Less than one percent.
(1) Unless otherwise indicated, the address of each of the beneficial
owners identified is c/o Streicher Mobile Fueling, Inc., 2720 N.W. 55th
Court, Fort Lauderdale, Florida 33309.
(2) Based on 2,575,000 shares of Common Stock outstanding. Pursuant to the
rules of the Securities and Exchange Commission (the"Commission"),
certain shares of Common Stock which a person has the right to acquire
within 60 days of May 15, 1998 pursuant to the exercise of stock
options are deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(3) Includes (i) 1,351,500 shares owned by Streicher Enterprises, Inc.
(Enterprises"), of which Stanley H. Streicher owns 100% of the
outstanding capital stock and (ii) 200,000 shares issuable upon the
exercise of options that are presently exercisable. Excludes 800,000
shares issuable upon exercise of stock option held by Mr. Streicher
that are not exercisable within 60 days of May 15, 1998.
(4) Includes (i) 1,000 shares owned directly by Mr. Golden and (ii) 12,000
shares issuable upon the exercise of options that are presently
exercisable.
(5) Includes 12,000 shares subject to presently exercisable options.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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. On December 11, 1996, Enterprises completed a corporate
reorganization pursuant to which Enterprises transferred to the Company all
assets, liabilities and operations of its Mobile Fueling Division. At January
31, 1998, the Company had a note receivable from Enterprises in the amount of
$451,806, which represents tax benefits of the Company used by Enterprises, cash
advances to Enterprises and certain expenses of Enterprises paid by the Company
prior to its initial public offering. The note receivable bears interest at
8.25% per annum and requires payment of interest only until January 31, 2007,
when all accrued interest and unpaid principal will become due and payable.
The Company has entered into four operating leases with Mr. Streicher
for the lease of the Company's headquarters and three division offices. These
leases expire at varying times through August 2015. Total rent expense under
these leases will average approximately $83,000 for each of the next five years.
Rental payments totaling approximately $95,000 for the year ended January 31,
1998 were paid to Mr. Streicher.
Mr. Streicher's employment agreement provides that two percent per
annum of the outstanding balance of any Company debt personally guaranteed by
Mr. Streicher be paid to him in quarterly installments. These payments totaled
$76,000 for the year ended January 31, 1998. As of January 31, 1998 Mr.
Streicher had been released from all personal guarantees of the Company's debt.
Mr. Golden performed legal services for the Company during the fiscal
year ended January 31, 1998 and may be retained to provide legal advice to the
Company from time to time in the future.
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<PAGE>
Argent served as the Company's underwriters in its initial public
offering. In connection with the offering, Argent was granted an option to
purchase up to 100,000 shares of Common Stock at a price of $9.30 per share and
100,000 Warrants at a price of $.19375 per Warrant. Each Warrant shall entitle
Argent to purchase one share of Common Stock at $9.30 per share. Argent's option
is exercisable for a period of four years, commencing December 11, 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
STREICHER MOBILE FUELING, INC.
Dated: June 1, 1998 By: /s/ WALTER B. BARRETT
--------------------------------------
Walter B. Barrett, Vice President,
Finance and Chief Financial Officer
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