COMMISSION FILE
NUMBER 1-7134
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K [ ] Form 20-F
[ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 2003
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE
Nothing in the form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, Identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Mercury Air Group, Inc.
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Full Name of Registrant
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Former Name if Applicable
5456 McConnell Avenue
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Address of Principal Executive Office (STREET AND NUMBER)
Los Angeles, CA 90066
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)
As indicated in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003, Mercury Air Group, Inc. (the "Company") has received notice
from the Los Angeles World Airport Authority (LAWA) of a proposed rent increase
retroactive to June 18, 2001 related to one of the Company's warehouse
facilities located at the Los Angeles International Airport (LAX). This
proposed retroactive rent increase, and the related accounting and disclosures
surrounding it, are currently being reviewed for compliance with accounting
principles generally accepted in the United States of America (GAAP). The
Company will file its Annual Report on Form 10-K for the period ended
June 30, 2003 upon completion of this review, which is expected to be on or
before October 13, 2003.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert Schlax (310) 827-2737
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such reports been filed? If answer is
no identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made:
The Company expects to report a Net Loss for the twelve month
period ended June 30, 2003 of approximately $3,455 thousand or $1.06 per
basic and diluted share. The final amount of the Net Loss to be reported
for the current period is subject to revision pending the determination of
the appropriate accounting treatment in accordance with GAAP for LAWA's
proposed retroactive rent increase for one of the Company's warehouse
facilities at LAX. The current year's expected results include an
after-tax expense of: (1) $1,298 thousand associated with the write-off of
unamortized debt issuance cost due to the Company's restructuring of its
long-term debt in December 2002; (2) $1,262 thousand associated with the
accrual of debt premiums associated with the Company's Senior Subordinated
Note; (3) $672 thousand associated with the proposed retroactive rent
adjustment associated with one of the Company's warehouse facilities at
LAX; and (4) $1,065 thousand associated with the extension of stock
options, recapitalization and financing alternatives and reserves for
environmental remediation of previously disposed property and settlement
of labor disputes.
For the fiscal year ended June 30, 2002, Net Income was $5,033
thousand or $1.53 per basic share and $1.50 per diluted share. Net Income
for fiscal 2002 included: (1) net income of $5,490 thousand associated
with the sale of the Company's Bedford FBO in June 2002; (2) after-tax
operating income of $709 thousand from the Bedford FBO operations for
fiscal 2002; (3) after-tax expense of $601 thousand associated with the
aborted spin-off of MercFuel, Inc.; and (3) after-tax expense of $170
thousand associated with discontinued operations.
Mercury Air Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 30, 2003 By /s/ Robert Schlax
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Vice President Finance
(Principal Financial Officer)
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the persons signing the
form shall be typed or printed beneath the signature. If the statement is
signed on behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTION
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, D.C. 20549 in accordance with
Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a
matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25
but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amendment notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time
period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T (Section
232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) or Regulation S-T
(Section 232.12(c) of this chapter).