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UNITED STATES
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 FEBRUARY 28, 2007
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 No. 333-35083
___________________
UNITED REFINING COMPANY | |
| (Exact name of registrant as specified in its charter) |
| Pennsylvania | 25-1411751 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 15 Bradley Street | ||
| Warren, Pennsylvania | 16365 | |
| (Address of principal executive office) | (Zip Code) | |
814-723-1500
(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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Number of shares outstanding of Registrant’s Common Stock as of April 16, 2007: 100.
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TABLE OF ADDITIONAL REGISTRANTS
Name | State of Other Jurisdiction of Incorporation | IRS Employer Identification Number | Commission File Number | |||
Kiantone Pipeline Corporation | New York | 25-1211902 | 333-35083-01 | |||
Kiantone Pipeline Company | Pennsylvania | 25-1416278 | 333-35083-03 | |||
United Refining Company of Pennsylvania | Pennsylvania | 25-0850960 | 333-35083-02 | |||
United Jet Center, Inc. | Delaware | 52-1623169 | 333-35083-06 | |||
Kwik-Fill Corporation | Pennsylvania | 25-1525543 | 333-35083-05 | |||
Independent Gas and Oil Company of Rochester, Inc. | New York | 06-1217388 | 333-35083-11 | |||
Bell Oil Corp. | Michigan | 38-1884781 | 333-35083-07 | |||
PPC, Inc. | Ohio | 31-0821706 | 333-35083-08 | |||
Super Test Petroleum, Inc. | Michigan | 38-1901439 | 333-35083-09 | |||
Kwik-Fil, Inc. | New York | 25-1525615 | 333-35083-04 | |||
Vulcan Asphalt Refining Corporation | Delaware | 23-2486891 | 333-35083-10 | |||
Country Fair, Inc. | Pennsylvania | 25-1149799 | 333-35083-12 |
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| PAGE(S) | ||||
| PART I. | FINANCIAL INFORMATION | |||
| Item 1. | ||||
Consolidated Balance Sheets – February 28, 2007 (unaudited) and August 31, 2006 | 4 | |||
| 5 | ||||
Consolidated Statements of Cash Flows – Six Months Ended February 28, 2007 and 2006 (unaudited) | 6 | |||
| 7-14 | ||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15-24 | ||
| Item 3. | 24 | |||
| Item 4. | 24 | |||
| PART II. | OTHER INFORMATION | 25 | ||
| Item 1. | 25 | |||
| Item 1A. | 25 | |||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 25 | ||
| Item 3. | 25 | |||
| Item 4. | 25 | |||
| Item 5. | 25 | |||
| Item 6. | 25 | |||
| 26 | ||||
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| ITEM 1. | FINANCIAL STATEMENTS. |
UNITED REFINING COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| February 28, 2007 (Unaudited) | August 31, 2006 | |||||||
Assets | ||||||||
Current: | ||||||||
Cash and cash equivalents | $ | 16,005 | $ | 59,197 | ||||
Accounts receivable, net | 64,449 | 85,036 | ||||||
Inventories | 131,207 | 130,633 | ||||||
Prepaid expenses and other assets | 33,818 | 21,809 | ||||||
Amounts due from affiliated companies, net | 807 | 883 | ||||||
Total current assets | 246,286 | 297,558 | ||||||
Property, plant and equipment, net | 200,402 | 190,080 | ||||||
Investment in affiliated company | 3,734 | 2,899 | ||||||
Deferred financing costs, net | 5,043 | 5,643 | ||||||
Goodwill | 1,349 | 1,349 | ||||||
Tradename | 10,500 | 10,500 | ||||||
Amortizable intangible assets, net | 2,400 | 2,665 | ||||||
Deferred turnaround costs and other assets, net | 5,288 | 6,077 | ||||||
| $ | 475,002 | $ | 516,771 | |||||
Liabilities and Stockholder’s Equity | ||||||||
Current: | ||||||||
Revolving credit facility | $ | 17,000 | $ | — | ||||
Current installments of long-term debt | 762 | 435 | ||||||
Accounts payable | 60,253 | 84,269 | ||||||
Accrued liabilities | 15,030 | 19,892 | ||||||
Income tax payable | 4,485 | 21,432 | ||||||
Sales, use and fuel taxes payable | 15,551 | 20,144 | ||||||
Deferred income taxes | 4,663 | 4,663 | ||||||
Total current liabilities | 117,744 | 150,835 | ||||||
Long term debt: less current installments | 228,577 | 227,579 | ||||||
Deferred income taxes | 7,805 | 8,624 | ||||||
Deferred gain on settlement of pension plan obligations | 377 | 485 | ||||||
Deferred retirement benefits | 41,244 | 36,794 | ||||||
Other noncurrent liabilities | 361 | 601 | ||||||
Total liabilities | 396,108 | 424,918 | ||||||
Commitments and contingencies | ||||||||
Stockholder’s equity: | ||||||||
Common stock; $.10 par value per share – shares authorized 100; issued and outstanding 100 | — | — | ||||||
Additional paid-in capital | 14,244 | 14,244 | ||||||
Retained earnings | 66,229 | 79,188 | ||||||
Accumulated other comprehensive loss | (1,579 | ) | (1,579 | ) | ||||
Total stockholder’s equity | 78,894 | 91,853 | ||||||
| $ | 475,002 | $ | 516,771 | |||||
See accompanying notes to consolidated financial statements.
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UNITED REFINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS—(Unaudited)
(in thousands)
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales | $ | 492,781 | $ | 506,485 | $ | 1,077,377 | $ | 1,080,477 | ||||||||
Costs of goods sold | 451,198 | 472,662 | 997,825 | 994,634 | ||||||||||||
Gross profit | 41,583 | 33,823 | 79,552 | 85,843 | ||||||||||||
Expenses: | ||||||||||||||||
Selling, general and administrative expenses | 32,782 | 30,624 | 67,181 | 62,003 | ||||||||||||
Depreciation and amortization expenses | 3,480 | 3,293 | 6,977 | 6,582 | ||||||||||||
Total operating expenses | 36,262 | 33,917 | 74,158 | 68,585 | ||||||||||||
Operating income (loss) | 5,321 | (94 | ) | 5,394 | 17,258 | |||||||||||
Other income (expense): | ||||||||||||||||
Interest expense, net | (5,951 | ) | (6,190 | ) | (11,106 | ) | (12,213 | ) | ||||||||
Other, net | (863 | ) | (482 | ) | (1,682 | ) | 131 | |||||||||
Equity in net earnings of affiliate | 341 | 303 | 835 | 905 | ||||||||||||
| (6,473 | ) | (6,369 | ) | (11,953 | ) | (11,177 | ) | |||||||||
Income (loss) before income tax expense (benefit) | (1,152 | ) | (6,463 | ) | (6,559 | ) | 6,081 | |||||||||
Income tax expense (benefit) | (473 | ) | (2,566 | ) | (2,690 | ) | 2,540 | |||||||||
Net income (loss) | $ | (679 | ) | $ | (3,897 | ) | $ | (3,869 | ) | $ | 3,541 | |||||
See accompanying notes to consolidated financial statements.
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UNITED REFINING COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Unaudited)
(in thousands)
| Six Months Ended | ||||||||
| February 28, 2007 | February 28, 2006 | �� | ||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | (3,869 | ) | $ | 3,541 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
Depreciation and amortization | 8,823 | 8,931 | ||||||
Equity in net earnings of affiliate | (835 | ) | (905 | ) | ||||
Deferred income taxes | (819 | ) | 593 | |||||
Gain on asset dispositions | — | (180 | ) | |||||
Cash used in working capital items | (42,338 | ) | (51,051 | ) | ||||
Other net | (1 | ) | 24 | |||||
Change in operating assets and liabilities: | ||||||||
Deferred retirement benefits | 4,450 | 2,917 | ||||||
Other assets | (33 | ) | (2 | ) | ||||
Other noncurrent liabilities | (240 | ) | (392 | ) | ||||
Total adjustments | (30,993 | ) | (40,065 | ) | ||||
Net cash used in operating activities | (34,862 | ) | (36,524 | ) | ||||
Cash flows from investing activities: | ||||||||
Additions to property, plant and equipment | (17,033 | ) | (10,968 | ) | ||||
Additions to deferred turnaround costs | (416 | ) | (82 | ) | ||||
Proceeds from asset dispositions | — | 1,179 | ||||||
Net cash used in investing activities | (17,449 | ) | (9,871 | ) | ||||
Cash flows from financing activities: | ||||||||
Net borrowings on revolving credit facility | 17,000 | 25,000 | ||||||
Proceeds from issuance of long term debt | 1,644 | — | ||||||
Dividend to stockholder | (9,090 | ) | (6,559 | ) | ||||
Principal reductions of long term debt | (435 | ) | (305 | ) | ||||
Deferred financing costs | — | (72 | ) | |||||
Net cash provided by financing activities | 9,119 | 18,064 | ||||||
Net decrease in cash and cash equivalents | (43,192 | ) | (28,331 | ) | ||||
Cash and cash equivalents, beginning of year | 59,197 | 43,204 | ||||||
Cash and cash equivalents, end of period | $ | 16,005 | $ | 14,873 | ||||
Cash used in working capital items: | ||||||||
Accounts receivable, net | $ | 20,587 | $ | 14,419 | ||||
Inventories | (574 | ) | (46,873 | ) | ||||
Prepaid expenses and other assets | (12,009 | ) | (22,126 | ) | ||||
Accounts payable | (24,016 | ) | 11,310 | |||||
Accrued liabilities | (4,862 | ) | (3,756 | ) | ||||
Income taxes payable | (16,947 | ) | (1,470 | ) | ||||
Sales, use and fuel taxes payable | (4,593 | ) | (5,956 | ) | ||||
Amounts due from affiliated companies, net | 76 | 3,401 | ||||||
Total change | $ | (42,338 | ) | $ | (51,051 | ) | ||
Cash paid during the period for: | ||||||||
Interest | $ | 12,040 | $ | 12,100 | ||||
Income taxes | $ | 15,078 | $ | 3,110 | ||||
Non-cash investing activities: | ||||||||
Property additions & capital leases | $ | — | $ | 71 | ||||
See accompanying notes to consolidated financial statements.
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | Description of Business and Basis of Presentation |
The consolidated financial statements include the accounts of United Refining Company and its subsidiaries, United Refining Company of Pennsylvania and its subsidiaries, and Kiantone Pipeline Corporation (collectively, the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.
The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.
The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill®, Citgo® and Keystone® brand names through a network of Company-operated retail units and convenience and grocery items through gasoline stations and convenience stores under the Red Apple Food Mart® and Country Fair® brand names.
The Company is a wholly-owned subsidiary of United Refining, Inc., a wholly-owned subsidiary of United Acquisition Corp., which in turn is a wholly-owned subsidiary of Red Apple Group, Inc. (the “Parent”).
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended February 28, 2007 are not necessarily indicative of the results that may be expected for the year ending August 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2006.
| 2. | Recent Accounting Pronouncements |
In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109” (“FIN No. 48”). FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement No. 109, “Accounting for Income Taxes.” FIN No. 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement classification, accounting for interest and penalties and accounting in interim periods and disclosure.
The provisions of FIN No. 48 are effective for fiscal years beginning after December 15, 2006. The Company does not expect that the adoption of Interpretation 48 will have a material effect on its financial position or results of operations.
In September 2006, the FASB issued Staff Position No. AUG AIR-1, “Accounting for Planned Major Maintenance Activities” (“Position No. AUG AIR-1”). Position No. AUG AIR-1 prohibits the use of the accrue-in-advance method of accounting for planned major maintenance activities.
The provisions of Position No. AUG AIR-1 are effective for fiscal years beginning after December 15, 2006. The Company does not expect that the adoption of Position No. AUG AIR-1 will have a material effect on its financial position or results of operations.
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
In September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“Statement 158”), an amendment of Statements 87, 88, 106, and 132 (R). Statement 158 represents the completion of the FASB’s first phase in its postretirement benefit accounting project. Statement 158 requires an entity to recognize in its statement of financial position an asset for a defined benefit postretirement plan’s overfunded status or a liability for a plan’s underfunded status, measure a defined benefit postretirement plan’s assets and obligations that determine its funded status as of the end of the employer’s fiscal year, and recognize changes in the funded status of a defined benefit postretirement plan in comprehensive income in the year in which the changes occur. Under Statement 158, the Company will be required to recognize the funded status of its defined benefit postretirement plans and to provide the required disclosures. Statement 158 is effective for fiscal years ending after June 15, 2007. Because the actuarial valuation of the retirement plan obligations at year end has not been completed, and because the fair value of retirement plan assets is subject to change based on market fluctuations through August 31, 2007, the Company is not yet able to estimate the impact of Statement 158 on its balance sheet.
| 3. | Inventories |
As of February 28, 2007 and August 31, 2006, the replacement cost of LIFO inventories exceeded their LIFO carrying values by approximately $16,366,000 and $73,119,000, respectively. The February 28, 2007 LIFO calculation was computed using quantities and prices which are not necessarily indicative of the actual quantities and prices which will exist at fiscal year-end. Due to anticipated fluctuations in inventory levels and the many factors which enter into the LIFO calculation which are beyond management’s control, it is the policy of the Company to record the LIFO inventory adjustment only at fiscal year-end.
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
| 4. | Subsidiary Guarantors |
Certain of United Refining Company’s (the “issuer”) subsidiaries function as guarantors under the terms of the $225,000,000 Senior Unsecured Note Indenture due August 15, 2012. Financial information for the issuer and its wholly owned subsidiary guarantors is as follows:
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
| February 28, 2007 | August 31, 2006 | |||||||||||||||||||||||||||||||
| Issuer | Guarantors | Eliminations | Consolidated | Issuer | Guarantors | Eliminations | Consolidated | |||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||||||||||
Cash and cash equivalents | $ | 7,932 | $ | 8,073 | $ | — | $ | 16,005 | $ | 52,375 | $ | 6,822 | $ | — | $ | 59,197 | ||||||||||||||||
Accounts receivable, net | 42,495 | 21,954 | — | 64,449 | 55,230 | 29,806 | — | 85,036 | ||||||||||||||||||||||||
Inventories | 107,971 | 23,236 | — | 131,207 | 103,996 | 26,637 | — | 130,633 | ||||||||||||||||||||||||
Prepaid expenses and other assets | 28,624 | 5,194 | — | 33,818 | 17,418 | 4,391 | — | 21,809 | ||||||||||||||||||||||||
Amounts due from affiliated companies, net | 15 | 792 | — | 807 | 1,744 | (861 | ) | — | 883 | |||||||||||||||||||||||
Intercompany | 121,935 | 19,317 | (141,252 | ) | — | 119,481 | 20,655 | (140,136 | ) | — | ||||||||||||||||||||||
Total current assets | 308,972 | 78,566 | (141,252 | ) | 246,286 | 350,244 | 87,450 | (140,136 | ) | 297,558 | ||||||||||||||||||||||
Property, plant and equipment, net | 126,758 | 73,644 | — | 200,402 | 119,728 | 70,352 | — | 190,080 | ||||||||||||||||||||||||
Investment in affiliated company | 3,734 | — | — | 3,734 | 2,899 | — | — | 2,899 | ||||||||||||||||||||||||
Deferred financing costs, net | 5,043 | — | — | 5,043 | 5,643 | — | — | 5,643 | ||||||||||||||||||||||||
Goodwill and other non-amortizable assets | — | 11,849 | — | 11,849 | — | 11,849 | — | 11,849 | ||||||||||||||||||||||||
Amortizable intangible assets, net | — | 2,400 | — | 2,400 | — | 2,665 | — | 2,665 | ||||||||||||||||||||||||
Deferred turnaround costs & other assets | 4,980 | 1,479 | (1,171 | ) | 5,288 | 5,735 | 1,513 | (1,171 | ) | 6,077 | ||||||||||||||||||||||
| $ | 449,487 | $ | 167,938 | $ | (142,423 | ) | $ | 475,002 | $ | 484,249 | $ | 173,829 | $ | (141,307 | ) | $ | 516,771 | |||||||||||||||
Liabilities and Stockholder’s Equity | ||||||||||||||||||||||||||||||||
Current: | ||||||||||||||||||||||||||||||||
Revolving credit facility | $ | 17,000 | $ | — | $ | — | $ | 17,000 | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Current installments of long-term debt | (16 | ) | 778 | — | 762 | (84 | ) | 519 | — | 435 | ||||||||||||||||||||||
Accounts payable | 44,396 | 15,857 | — | 60,253 | 65,801 | 18,468 | — | 84,269 | ||||||||||||||||||||||||
Accrued liabilities | 8,101 | 6,929 | — | 15,030 | 14,022 | 5,870 | — | 19,892 | ||||||||||||||||||||||||
Income taxes payable | 6,881 | (2,396 | ) | — | 4,485 | 23,223 | (1,791 | ) | — | 21,432 | ||||||||||||||||||||||
Sales, use and fuel taxes payable | 12,698 | 2,853 | — | 15,551 | 16,833 | 3,311 | — | 20,144 | ||||||||||||||||||||||||
Deferred income taxes | 5,644 | (981 | ) | — | 4,663 | 5,644 | (981 | ) | — | 4,663 | ||||||||||||||||||||||
Intercompany | — | 141,252 | (141,252 | ) | — | — | 140,136 | (140,136 | ) | — | ||||||||||||||||||||||
Total current liabilities | 94,704 | 164,292 | (141,252 | ) | 117,744 | 125,439 | 165,532 | (140,136 | ) | 150,835 | ||||||||||||||||||||||
Long term debt: less current installments | 224,408 | 4,169 | — | 228,577 | 224,065 | 3,514 | — | 227,579 | ||||||||||||||||||||||||
Deferred income taxes | 3,559 | 4,246 | — | 7,805 | 3,650 | 4,974 | — | 8,624 | ||||||||||||||||||||||||
Deferred gain on settlement of pension plan obligations | 377 | — | — | 377 | 485 | — | — | 485 | ||||||||||||||||||||||||
Deferred retirement benefits | 41,186 | 58 | — | 41,244 | 36,826 | (32 | ) | — | 36,794 | |||||||||||||||||||||||
Other noncurrent liabilities | — | 361 | — | 361 | — | 601 | — | 601 | ||||||||||||||||||||||||
Total liabilities | 364,234 | 173,126 | (141,252 | ) | 396,108 | 390,465 | 174,589 | (140,136 | ) | 424,918 | ||||||||||||||||||||||
Commitment and contingencies | ||||||||||||||||||||||||||||||||
Stockholder’s equity | ||||||||||||||||||||||||||||||||
Common stock, $.10 par value per share—shares authorized 100; issued and outstanding 100 | — | 18 | (18 | ) | — | — | 18 | (18 | ) | — | ||||||||||||||||||||||
Additional paid-in capital | 4,746 | 10,651 | (1,153 | ) | 14,244 | 4,746 | 10,651 | (1,153 | ) | 14,244 | ||||||||||||||||||||||
Retained earnings | 82,086 | (15,857 | ) | — | 66,229 | 90,617 | (11,429 | ) | — | 79,188 | ||||||||||||||||||||||
Accumulated other comprehensive loss | (1,579 | ) | — | — | (1,579 | ) | (1,579 | ) | — | — | (1,579 | ) | ||||||||||||||||||||
Total stockholder’s equity | 85,253 | (5,188 | ) | (1,171 | ) | 78,894 | 93,784 | (760 | ) | (1,171 | ) | 91,853 | ||||||||||||||||||||
| $ | 449,487 | $ | 167,938 | $ | (142,423 | ) | $ | 475,002 | $ | 484,249 | $ | 173,829 | $ | (141,307 | ) | $ | 516,771 | |||||||||||||||
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
| Three Months Ended February 28, 2007 | Three Months Ended February 28, 2006 | |||||||||||||||||||||||||||||||
| Issuer | Guarantors | Eliminations | Consolidated | Issuer | Guarantors | Eliminations | Consolidated | |||||||||||||||||||||||||
Net sales | $ | 349,770 | $ | 255,425 | $ | (112,414 | ) | $ | 492,781 | $ | 369,286 | $ | 241,068 | $ | (103,869 | ) | $ | 506,485 | ||||||||||||||
Costs of goods sold | 334,315 | 229,297 | (112,414 | ) | 451,198 | 356,041 | 220,490 | (103,869 | ) | 472,662 | ||||||||||||||||||||||
Gross profit | 15,455 | 26,128 | — | 41,583 | 13,245 | 20,578 | — | 33,823 | ||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | 5,677 | 27,105 | — | 32,782 | 5,201 | 25,423 | — | 30,624 | ||||||||||||||||||||||||
Depreciation and amortization expenses | 2,291 | 1,189 | — | 3,480 | 2,134 | 1,159 | — | 3,293 | ||||||||||||||||||||||||
Total operating expenses | 7,968 | 28,294 | — | 36,262 | 7,335 | 26,582 | — | 33,917 | ||||||||||||||||||||||||
Operating income (loss) | 7,487 | (2,166 | ) | — | 5,321 | 5,910 | (6,004 | ) | — | (94 | ) | |||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||
Interest expense, net | (3,124 | ) | (2,827 | ) | — | (5,951 | ) | (4,007 | ) | (2,183 | ) | — | (6,190 | ) | ||||||||||||||||||
Other, net | (750 | ) | (113 | ) | — | (863 | ) | (487 | ) | 5 | — | (482 | ) | |||||||||||||||||||
Equity in net earnings (loss) affiliate | 341 | — | — | 341 | 303 | — | — | 303 | ||||||||||||||||||||||||
| (3,533 | ) | (2,940 | ) | — | (6,473 | ) | (4,191 | ) | (2,178 | ) | — | (6,369 | ) | |||||||||||||||||||
Income (loss) before income tax expense (benefit) | 3,954 | (5,106 | ) | — | (1,152 | ) | 1,719 | (8,182 | ) | — | (6,463 | ) | ||||||||||||||||||||
Income tax expense (benefit) | 1,863 | (2,336 | ) | — | (473 | ) | 649 | (3,215 | ) | — | (2,566 | ) | ||||||||||||||||||||
Net income (loss) | $ | 2,091 | $ | (2,770 | ) | $ | — | $ | (679 | ) | $ | 1,070 | $ | (4,967 | ) | $ | — | $ | (3,897 | ) | ||||||||||||
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
| Six Months Ended February 28, 2007 | Six Months Ended February 28, 2006 | |||||||||||||||||||||||||||||||
| Issuer | Guarantors | Eliminations | Consolidated | Issuer | Guarantors | Eliminations | Consolidated | |||||||||||||||||||||||||
Net sales | $ | 776,630 | $ | 524,348 | $ | (223,601 | ) | $ | 1,077,377 | $ | 785,640 | $ | 514,175 | $ | (219,338 | ) | $ | 1,080,477 | ||||||||||||||
Costs of goods sold | 753,659 | 467,767 | (223,601 | ) | 997,825 | 752,631 | 461,341 | (219,338 | ) | 994,634 | ||||||||||||||||||||||
Gross profit | 22,971 | 56,581 | — | 79,552 | 33,009 | 52,834 | — | 85,843 | ||||||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||||||||||
Selling, general and administrative expenses | 11,354 | 55,827 | — | 67,181 | 11,230 | 50,773 | — | 62,003 | ||||||||||||||||||||||||
Depreciation and amortization expenses | 4,582 | 2,395 | — | 6,977 | 4,268 | 2,314 | — | 6,582 | ||||||||||||||||||||||||
Total operating expenses | 15,936 | 58,222 | — | 74,158 | 15,498 | 53,087 | — | 68,585 | ||||||||||||||||||||||||
Operating income (loss) | 7,035 | (1,641 | ) | — | 5,394 | 17,511 | (253 | ) | — | 17,258 | ||||||||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||
Interest expense, net | (5,578 | ) | (5,528 | ) | — | (11,106 | ) | (7,935 | ) | (4,278 | ) | — | (12,213 | ) | ||||||||||||||||||
Other, net | (1,345 | ) | (337 | ) | — | (1,682 | ) | (998 | ) | 1,129 | — | 131 | ||||||||||||||||||||
Equity in net earnings (loss) affiliate | 835 | — | — | 835 | 905 | — | — | 905 | ||||||||||||||||||||||||
| (6,088 | ) | (5,865 | ) | — | (11,953 | ) | (8,028 | ) | (3,149 | ) | — | (11,177 | ) | |||||||||||||||||||
Income (loss) before income tax expense (benefit) | 947 | (7,506 | ) | — | (6,559 | ) | 9,483 | (3,402 | ) | — | 6,081 | |||||||||||||||||||||
Income tax expense (benefit) | 388 | (3,078 | ) | — | (2,690 | ) | 3,722 | (1,182 | ) | — | 2,540 | |||||||||||||||||||||
Net income (loss) | $ | 559 | $ | (4,428 | ) | $ | — | $ | (3,869 | ) | $ | 5,761 | $ | (2,220 | ) | $ | — | $ | 3,541 | |||||||||||||
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
| Six Months Ended February 28, 2007 | Six Months Ended February 28, 2006 | |||||||||||||||||||||||||||||
| Issuer | Guarantors | Eliminations | Consolidated | Issuer | Guarantors | Eliminations | Consolidated | |||||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (40,712 | ) | $ | 5,850 | $ | — | $ | (34,862 | ) | $ | (32,945 | ) | $ | (3,579 | ) | $ | — | $ | (36,524 | ) | |||||||||
Cash flows from investing activities: | ||||||||||||||||||||||||||||||
Additions to property, plant and equipment | (11,612 | ) | (5,421 | ) | — | (17,033 | ) | (8,897 | ) | (2,071 | ) | — | (10,968 | ) | ||||||||||||||||
Proceeds from asset dispositions | — | — | — | — | 1 | 1,178 | — | 1,179 | ||||||||||||||||||||||
Additions to deferred turnaround costs | (325 | ) | (91 | ) | — | (416 | ) | (79 | ) | (3 | ) | — | (82 | ) | ||||||||||||||||
Net cash used in investing activities | (11,937 | ) | (5,512 | ) | — | (17,449 | ) | (8,975 | ) | (896 | ) | — | (9,871 | ) | ||||||||||||||||
Cash flows from financing activities: | ||||||||||||||||||||||||||||||
Net borrowings on revolving credit facility | 17,000 | — | — | 17,000 | 25,000 | — | — | 25,000 | ||||||||||||||||||||||
Proceeds from issuance of long-term debt | 399 | 1,245 | — | 1,644 | — | — | — | — | ||||||||||||||||||||||
Dividend to stockholder | (9,090 | ) | — | — | (9,090 | ) | (6,559 | ) | — | — | (6,559 | ) | ||||||||||||||||||
Principal reductions of long-term debt | (103 | ) | (332 | ) | — | (435 | ) | (91 | ) | (214 | ) | — | (305 | ) | ||||||||||||||||
Deferred financing costs | — | — | — | — | (72 | ) | — | — | (72 | ) | ||||||||||||||||||||
Net cash provided by (used in) financing activities | 8,206 | 913 | — | 9,119 | 18,278 | (214 | ) | — | 18,064 | |||||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | (44,443 | ) | 1,251 | — | (43,192 | ) | (23,642 | ) | (4,689 | ) | — | (28,331 | ) | |||||||||||||||||
Cash and cash equivalents, beginning of year | 52,375 | 6,822 | — | 59,197 | 31,195 | 12,009 | — | 43,204 | ||||||||||||||||||||||
Cash and cash equivalents, end of period | $ | 7,932 | $ | 8,073 | $ | — | $ | 16,005 | $ | 7,553 | $ | 7,320 | $ | — | $ | 14,873 | ||||||||||||||
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
| 5. | Segments of Business |
Intersegment revenues are calculated using estimated market prices and are eliminated upon consolidation. Summarized financial information regarding the Company’s reportable segments is presented in the following tables (in thousands):
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Net Sales | ||||||||||||||||
Retail | $ | 254,173 | $ | 239,829 | $ | 521,827 | $ | 511,670 | ||||||||
Wholesale | 238,608 | 266,656 | 555,550 | 568,807 | ||||||||||||
| $ | 492,781 | $ | 506,485 | $ | 1,077,377 | $ | 1,080,477 | |||||||||
Intersegment Sales | ||||||||||||||||
Wholesale | $ | 111,162 | $ | 102,630 | $ | 221,080 | $ | 216,833 | ||||||||
Operating Income (loss) | ||||||||||||||||
Retail | $ | (2,165 | ) | $ | (6,245 | ) | $ | (644 | ) | $ | (345 | ) | ||||
Wholesale | 7,486 | 6,151 | 6,038 | 17,603 | ||||||||||||
| $ | 5,321 | $ | (94 | ) | $ | 5,394 | $ | 17,258 | ||||||||
Depreciation and Amortization | ||||||||||||||||
Retail | $ | 1,138 | $ | 1,109 | $ | 2,294 | $ | 2,214 | ||||||||
Wholesale | 2,342 | 2,184 | 4,683 | 4,368 | ||||||||||||
| $ | 3,480 | $ | 3,293 | $ | 6,977 | $ | 6,582 | |||||||||
| February 28, 2007 | August 31, 2006 | |||||
Total Assets | ||||||
Retail | $ | 139,096 | $ | 143,881 | ||
Wholesale | 335,906 | 372,890 | ||||
| $ | 475,002 | $ | 516,771 | |||
Capital Expenditures (including non-cash) | ||||||
Retail | $ | 4,464 | $ | 5,161 | ||
Wholesale | 12,569 | 16,725 | ||||
| $ | 17,033 | $ | 21,886 | |||
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UNITED REFINING COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)
| 6. | Employee Benefit Plans |
For the periods ended February 28, 2007 and February 28, 2006, net pension and other postretirement benefit costs were comprised of the following:
| Pension Benefits | Other Post-Retirement Benefits | |||||||||||||
Six Months Ended February 28, | Six Months Ended February 28, | |||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||
| (in thousands) | ||||||||||||||
Service cost | $ | 1,034 | $ | 1,531 | $ | 1,131 | $ | 1,185 | ||||||
Interest cost on benefit obligation | 1,574 | 2,052 | 1,696 | 1,367 | ||||||||||
Expected return on plan assets | (1,589 | ) | (1,891 | ) | — | — | ||||||||
Amortization of transition obligation | 35 | 35 | 298 | 298 | ||||||||||
Amortization and deferral of net loss | 243 | 828 | 499 | 486 | ||||||||||
Net periodic benefit cost | $ | 1,297 | $ | 2,555 | $ | 3,624 | $ | 3,336 | ||||||
As of February 28, 2007, $6,160,000 of contributions have been made to the Company pension plans for the fiscal year ending August 31, 2007.
| 7. | Derivative Financial Instruments |
At August 31, 2006, the Company had net open future positions of 1,400,000 barrels of crude oil, all of which were sold during the first quarter of 2007. The resulting gain on the sale of the future positions amounted to $4,114,000, which was recorded in cost of sales. The Company has no open future positions at February 28, 2007.
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UNITED REFINING COMPANY AND SUBSIDIARIES
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Forward Looking Statements
This Quarterly Report on Form 10-Q contains certain statements that constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements may include, among other things, United Refining Company and its subsidiaries current expectations with respect to future operating results, future performance of its refinery and retail operations, capital expenditures and other financial items. Words such as “expects”, “intends”, “plans”, “projects”, “believes”, “estimates”, “may”, “will”, “should”, “shall”, “anticipates”, “predicts”, and similar expressions typically identify such forward looking statements in this Quarterly Report on Form 10-Q.
By their nature, all forward looking statements involve risk and uncertainties. All phases of the Company’s operations involve risks and uncertainties, many of which are outside of the Company’s control, and any one of which, or a combination of which, could materially affect the Company’s results of operations and whether the forward looking statements ultimately prove to be correct. Actual results may differ materially from those contemplated by the forward looking statements for a number of reasons.
Although we believe our expectations are based on reasonable assumptions within the bounds of its knowledge, investors and prospective investors are cautioned that such statements are only projections and that actual events or results may differ materially depending on a variety of factors described in greater detail in the Company’s filings with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports on Form 8-K, etc. In addition to the factors discussed elsewhere in this Quarterly Report on Form 10-Q, the Company’s actual consolidated quarterly or annual operating results have been affected in the past, or could be affected in the future, by additional factors, including, without limitation:
| • | the demand for and supply of crude oil and refined products; |
| • | the spread between market prices for refined products and market prices for crude oil; |
| • | repayment of debt; |
| • | general economic, business and market conditions; |
| • | risks and uncertainties with respect to the actions of actual or potential competitive suppliers of refined petroleum products in our markets; |
| • | the possibility of inefficiencies or shutdowns in refinery operations or pipelines; |
| • | the availability and cost of financing to us; |
| • | environmental, tax and tobacco legislation or regulation; |
| • | volatility of gasoline prices, margins and supplies; |
| • | merchandising margins; |
| • | labor costs; |
| • | level of capital expenditures; |
| • | customer traffic; |
| • | weather conditions; |
| • | acts of terrorism and war; |
| • | business strategies; |
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| • | expansion and growth of operations; |
| • | future projects and investments; |
| • | future exposure to currency devaluations or exchange rate fluctuations; |
| • | expected outcomes of legal and administrative proceedings and their expected effects on our financial position, results of operations and cash flows; |
| • | future operating results and financial condition; and |
| • | the effectiveness of our disclosure controls and procedures and internal control over financial reporting. |
All subsequent written and oral forward looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any such forward looking statements that may be made to reflect events or circumstances that occur, or which we become aware of, after the date of this Quarterly Report on Form 10-Q.
Recent Developments
The Company continues to be impacted by the world crude market as it continues to remain volatile with prices on the New York Mercantile Exchange (NYMEX) ranging from a high of $66.03/bbl in March 2007, to a low of $50.48/bbl in January 2007. Average crude oil prices for delivery in the third fiscal quarter of 2007 as of March 30, 2007 were averaging $62.00/bbl as compared to an average of $65.03/bbl for the third fiscal quarter of 2006, a $3.03 decrease. The average NYMEX crude oil price for the second fiscal quarter of 2007 was $58.61/bbl compared to $61.11/bbl for the second fiscal quarter 2006, a $2.50 decrease.
Industry-wide wholesale margins of gasoline and distillates have increased in the third fiscal quarter of 2007 as compared to the second quarter of fiscal year 2007. As of March 30, 2007, margins, as indicated by the difference between prices of crude oil contracts traded on the NYMEX and the prices of NYMEX gasoline and heating oil contracts, were averaging $17.27 and $12.40 respectively for the third fiscal quarter. This represents a $10.62 or 160% increase in wholesale margins for gasoline and a $1.37 or 12% increase for heating oil as compared to the second fiscal quarter of 2007. The widely monitored “3/2/1 crackspread”, consisting of two thirds gasoline margin and one third heating oil margin, has increased $7.53 or 93% in the third quarter of fiscal year 2007 as compared to the second quarter of fiscal year 2007.
We continue to benefit from our ability to process a significant percentage of heavy, high sulfur grades of crude oil. Our average crude cost relative to the NYMEX average crude cost was lower by $9.16/bbl for the second quarter of 2007. For the second fiscal quarter of 2006, our average crude cost was $11.96 lower than the NYMEX average crude cost. For third quarter of fiscal 2007, as of March 30, 2007, our average crude cost is $7.44 lower than the NYMEX average.
The Company is currently conducting a comprehensive turnaround of Crude unit and related units; such as the desalter and vacuum tower. The turnaround is scheduled to take place from March 19 to April 16, 2007, a 28-day period. Costs associated with the turnaround are deferred when incurred and amortized on a straight line basis over the period of benefit, which ranges from 3 to 10 years. In addition to normal maintenance work, the Company will be upgrading the units to allow them to meet the 30 ppm low sulfur gasoline requirement of the federal Clean Air Act effective January 1, 2008. The Company will also be investing to allow the expansion of its ability to process crude from the current 65,000/bbl per day capacity to 70,000/bbl per day. The upgrade will also allow the facility to run up to 80% of its slate as heavy, sour crude. The Company will continue to utilize its proprietary linear program planning model to determine the optimal crude slate and run rate.
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Results of Operations
The Company is a petroleum refiner and marketer in its primary market area of Western New York and Northwestern Pennsylvania. Operations are organized into two business segments: wholesale and retail.
The wholesale segment is responsible for the acquisition of crude oil, petroleum refining, supplying petroleum products to the retail segment and the marketing of petroleum products to wholesale and industrial customers. The retail segment sells petroleum products under the Kwik Fill®, Citgo® and Keystone® brand names through a network of Company-operated retail units and convenience and grocery items through gasoline stations and convenience stores under the Red Apple Food Mart® and Country Fair® brand names.
A discussion and analysis of the factors contributing to the Company’s results of operations are presented below. The accompanying Consolidated Financial Statements and related Notes, together with the following information, are intended to supply investors with a reasonable basis for evaluating the Company’s operations, but should not serve as the only criteria for predicting the Company’s future performance.
Retail Operations:
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
| (dollars in thousands) | ||||||||||||||||
Net Sales | ||||||||||||||||
Petroleum | $ | 206,909 | $ | 195,089 | $ | 423,854 | $ | 418,505 | ||||||||
Merchandise and other | 47,264 | 44,740 | 97,973 | 93,165 | ||||||||||||
Total Net Sales | $ | 254,173 | $ | 239,829 | $ | 521,827 | $ | 511,670 | ||||||||
Costs of Goods Sold | $ | 228,230 | $ | 219,662 | $ | 464,616 | $ | 459,276 | ||||||||
Gross Profit | $ | 25,943 | $ | 20,167 | $ | 57,211 | $ | 52,394 | ||||||||
Operating Expenses | $ | 28,108 | $ | 26,412 | $ | 57,855 | $ | 52,739 | ||||||||
Segment Operating Income / (Loss) | $ | (2,165 | ) | $ | (6,245 | ) | $ | (644 | ) | $ | (345 | ) | ||||
Petroleum Sales (thousands of gallons) | 87,164 | 82,436 | 176,174 | 167,162 | ||||||||||||
Gross Profit | ||||||||||||||||
Petroleum (a) | $ | 13,134 | $ | 8,068 | $ | 30,737 | $ | 26,933 | ||||||||
Merchandise and other | 12,809 | 12,099 | 26,474 | 25,461 | ||||||||||||
| $ | 25,943 | $ | 20,167 | $ | 57,211 | $ | 52,394 | |||||||||
Petroleum margin ($/gallon) (b) | .1507 | .0979 | .1745 | .1611 | ||||||||||||
Merchandise margin (percent of sales) | 27.1 | % | 27.0 | % | 27.0 | % | 27.3 | % | ||||||||
| (a) | Includes the effect of intersegment purchases from the Company’s wholesale segment at prices which approximate market. |
| (b) | Company management calculates petroleum margin per gallon by dividing petroleum gross margin by petroleum sales volumes. Management uses fuel margin per gallon calculations to compare profitability to other companies in the industry. Petroleum margin per gallon may not be comparable to similarly titled measures used by other companies in the industry. |
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Comparison of Fiscal Quarters Ended February 28, 2007 and February 28, 2006
Net Sales
Retail sales increased during the fiscal quarter ended February 28, 2007 by $14.4 million or 6.0% from $239.8 million to $254.2 million for the comparable period in fiscal 2006. The $14.4 million is due to the following increases: $11.8 million in petroleum sales and $2.5 million in merchandise sales. The petroleum sales increase resulted from a .3% increase in retail selling prices per gallon, and a 4.7 million gallon or 5.7% increase in retail petroleum volume. Merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices.
Costs of Goods Sold
Retail costs of goods sold increased during the fiscal quarter ended February 28, 2007 by $8.5 million or 3.9% for the comparable period in fiscal 2006 from $219.7 million to $228.2 million. The $8.5 million is due to the following increases: petroleum purchases of $4.8 million due to an increase in prices and volume, fuel tax of $2.8 million, freight cost of $.1 million, merchandise cost of $1.8 million, and a decrease in cost of sales due to an inventory adjustment of $1.0 million due mainly to an increase in petroleum product inventory volumes.
Gross Profit
Retail gross profit increased during the fiscal quarter ended February 28, 2007 by $5.8 million or 28.6% for the comparable period in fiscal 2006. The Company increased its petroleum margins by $5.1 million and merchandise margin increased by $.7 million or 5.8%.
Operating Expenses
Retail operating expenses increased during the fiscal quarter ended February 28, 2007 by $1.7 million or 6.4% for the comparable period in fiscal 2006. The primary contributing factor was increased payroll and related payroll costs of $.7 million; due in part to a minimum wage increase effective January 1, 2007 in New York State from $6.75 to $7.15 and in Pennsylvania from $5.15 to $6.25 an hour, combined these increases affected over 1,100 retail employees. The remaining increase was attributed to maintenance costs of $.2 million, environmental costs of $.2 million, credit/customer service costs of $.1 million, advertising/promotional costs of $.1 million, insurance/utilities/tax cost of $.2 million and other miscellaneous costs of $.2 million.
Comparison of Six Months Ended February 28, 2007 and February 28, 2006
Net Sales
Retail sales increased during the six months ended February 28, 2007 by $10.1 million or 2.0% from $511.7 million to $521.8 million for the comparable period in fiscal 2006. The increase was primarily due to $5.3 million in petroleum sales, and $4.8 million in merchandise sales. This merchandise sales increase is primarily due to increased prepared food, beverages and cigarette sales due to promotional campaigns and increased selling prices. The petroleum sales increase resulted from a 9.0 million gallon or 5.4% increase in retail petroleum volume, offset by a 3.9% decrease in retail selling prices per gallon.
Costs of Goods Sold
Retail costs of goods sold increased during the six months ended February 28, 2007 by $5.3 million or 1.2% from $459.3 million to $464.6 million for the comparable period in fiscal 2006. The increase of $5.3 million is due to the following: fuel taxes of $5.6 million, freight costs of $.6 million, merchandise costs of $3.8 million directly related to the increase in sales, offset by a decrease of $4.4 million in petroleum purchases due to a decrease in purchase price, inventory change of $.2 million due mainly to a 3% decrease in petroleum product costs, and other miscellaneous costs decrease of $.1 million.
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Gross Profit
Retail gross profit increased during the six months ended February 28, 2007 by $4.8 million or 9.2% for the comparable period in fiscal 2006. The Company increased its petroleum margins by $3.8 million or 14.1% and merchandise margin increased by $1.0 million or 4.0%.
Operating Expenses
Retail operating expenses increased during the six months ended February 28, 2007 by $5.1 million or 9.7% for the comparable period in fiscal 2006. The primary contributing factors were (i) increased payroll and related payroll costs of $1.6 million due to a minimum wage increase effective January 1, 2006 from $6.00 to $6.75 per hour and another increase effective January 1, 2007 from $6.75 to $7.15 per hour for New York State and effective January 1, 2007 an increase of $5.15 to $6.25 per hour for Pennsylvania. Combined these January 1, 2007 increases affected approximately 1,100 retail employees and (ii) environmental costs of $1.7 million, due primarily to environmental remediation liability issues. Other increases were related to maintenance costs of $.4 million, credit/customer service costs of $.4 million, insurance/utilities/taxes of $.3 million, advertising/promotion costs of $.4 million and other miscellaneous costs of $.3 million.
Wholesale Operations:
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||
| (dollars in thousands) | ||||||||||||
Net Sales (a) | $ | 238,608 | $ | 266,656 | $ | 555,550 | $ | 568,807 | ||||
Costs of Goods Sold | 222,968 | 253,000 | 533,209 | 535,358 | ||||||||
Gross Profit | $ | 15,640 | $ | 13,656 | $ | 22,341 | $ | 33,449 | ||||
Operating Expenses | 8,154 | 7,505 | 16,303 | 15,846 | ||||||||
Segment Operating Income | $ | 7,486 | $ | 6,151 | $ | 6,038 | $ | 17,603 | ||||
Crude throughput (thousand barrels per day) | 66.6 | 66.4 | 66.9 | 66.8 | ||||||||
Refinery Product Yield
(thousands of barrels)
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||
Gasoline and gasoline blendstock | 2,658 | 2,623 | 5,427 | 5,347 | ||||||||
Distillates | 1,444 | 1,789 | 3,032 | 3,474 | ||||||||
Asphalt | 1,730 | 1,629 | 3,450 | 3,344 | ||||||||
Butane, propane, residual products, internally produced fuel and other (“Other”) | 660 | 505 | 1,185 | 1,048 | ||||||||
Total Product Yield | 6,492 | 6,546 | 13,094 | 13,213 | ||||||||
% Heavy Crude Oil of Total Refinery Throughput (b) | 58 | % | 53 | % | 57 | % | 52 | % | ||||
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Product Sales
(dollars in thousands) (a)
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||
Gasoline and gasoline blendstock | $ | 94,567 | $ | 108,156 | $ | 209,927 | $ | 229,884 | ||||
Distillates | 86,311 | 108,533 | 189,068 | 217,664 | ||||||||
Asphalt | 54,675 | 46,309 | 148,418 | 112,685 | ||||||||
Other | 3,055 | 3,658 | 8,137 | 8,574 | ||||||||
| $ | 238,608 | $ | 266,656 | $ | 555,550 | $ | 568,807 | |||||
Product Sales
(thousand of barrels) (a)
| Three Months Ended February 28, | Six Months Ended February 28, | |||||||
| 2007 | 2006 | 2007 | 2006 | |||||
Gasoline and gasoline blendstock | 1,395 | 1,575 | 3,094 | 3,183 | ||||
Distillates | 1,173 | 1,458 | 2,510 | 2,762 | ||||
Asphalt | 1,570 | 1,580 | 3,386 | 3,573 | ||||
Other | 87 | 97 | 226 | 220 | ||||
| 4,225 | 4,710 | 9,216 | 9,738 | |||||
| (a) | Sources of total product sales include products manufactured at the refinery located in Warren, Pennsylvania and products purchased from third parties. |
| (b) | The Company defines “heavy” crude oil as crude oil with an American Petroleum Institute specific gravity of 26 or less. |
Comparison of Fiscal Quarters Ended February 28, 2007 and February 28, 2006
Net Sales
Wholesale sales decreased during the three months ended February 28, 2007 by $28.0 million or 10.5% for the comparable period in fiscal 2006 from $266.6 million to $238.6 million. The wholesale sales decrease was due to a .2% decrease in wholesale prices and a 10.3% decrease in wholesale volume.
Costs of Goods Sold
Wholesale costs of goods sold decreased during the three months ended February 28, 2007 by $30.0 million or 11.9% for the comparable period in fiscal 2006 from $253.0 million to $223.0 million. The decrease in wholesale costs of goods sold during this period was primarily due to an inventory adjustment in refined product and crude inventories. This inventory adjustment was primarily attributed to an increase in inventory volumes slightly offset by a decrease in inventory pricing.
Gross Profit
Wholesale gross profit increased $2.0 million or 15.0% from $13.6 million for the fiscal quarter ended February 28, 2006 to $15.6 million for fiscal quarter ended February 28, 2007. This increase was primarily due to improving margins.
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Operating Expenses
Operating expenses increased during the three months ended February 28, 2007 by $.6 million or 8.6% over such expenses for the comparable period in fiscal 2006. This was due to increased payroll and payroll costs of $.3 million, professional services of $.2 million and legal/audit fees of $.1 million.
Comparison of Six Months Ended February 28, 2007 and February 28, 2006
Net Sales
Wholesale sales decreased during the six months ended February 28, 2007 by $13.3 million or 2.3% from $568.8 million to $555.5 million. The wholesale sales decrease was due to a 5.4% decrease in volume due to building inventory for the crude unit spring turnaround.
Costs of Goods Sold
Wholesale costs of goods sold decreased during 2007 by $2.2 million or .4% from $535.4 million to $533.2 million for the comparable period in fiscal 2006. The decrease in wholesale costs of goods was primarily due to the sale of Motor Vehicle Diesel Fuel (MVDF) credits. The MVDF credits are generated, purchased and sold under a program developed by US EPA. Beginning June 1, 2006, the Company was required to sell eighty percent of its total volume of on road diesel fuel with a sulfur concentration at or below 15 parts per million (ppm). The remaining twenty percent could be sold with sulfur at the then-existing concentration of 500 ppm. In April, 2006, the Company successfully completed a project that allows it to produce one hundred percent ULSD. As a result of this early compliance, each gallon of ULSD produced above eighty percent results in one credit that can be sold to another refiner that may not be in full compliance or that may choose to sell diesel with 500 ppm sulfur. The Company expects to continue generating ULSD credits until December 31, 2009.
Gross Profit
Wholesale gross profit decreased $11.1 million or 33.0% from $33.4 million for the six months ended February 28, 2006 to $22.3 million for the six months ended February 28, 2007. This decrease was primarily due to narrowing margins.
Operating Expenses
Operating expenses increased during the six months ended February 28, 2007 by $.5 million or 2.9% over such expenses for the comparable period in fiscal 2006. This was due to increased professional services of $.1 million, legal/audit fees of $.2 million and other miscellaneous costs of $.2 million. For 2007 operating expenses were $16.3 million, or 2.9% of net wholesale sales, compared to $15.8 million, or 2.8% of net wholesale sales for six months ended February 28, 2006.
Consolidated Expenses:
Interest Expense, net
Net interest expense (interest expense less interest income) for the three months ended February 28, 2007 decreased $.2 million or 13.3% to $6.0 million from $6.2 million for the comparable period in fiscal 2006, primarily due to a decrease in borrowings under the revolving credit facility.
Net interest expense (interest expense less interest income) for the six months ended February 28, 2007 decreased $1.1 million or 9% to $11.1 million from $12.2 million for the comparable period in fiscal 2006, primarily due to a decrease in borrowings under the revolving credit facility.
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Income Tax Expense / (Benefit)
The Company’s effective tax rate for the three months ended February 28, 2007 was approximately 41.0% compared to a rate of 39.7% for the three months ended February 28, 2006. The change is primarily due to a change in various permanent tax differences and an increase in corporate state income taxes.
The Company’s effective tax rate for the six months ended February 28, 2007 and February 28, 2006 remained relatively constant at approximately 41%.
Liquidity and Capital Resources
We operate in an environment where our liquidity and capital resources are impacted by changes in the price of crude oil and refined petroleum products, availability of credit, market uncertainty and a variety of additional factors beyond our control. Included in such factors are, among others, the level of customer product demand, weather conditions, governmental regulations, worldwide political conditions and overall market and economic conditions.
The following table summarizes selected measures of liquidity and capital sources (in thousands):
| February 28, 2007 | August 31, 2006 | |||||
Cash and cash equivalents | $ | 16,005 | $ | 59,197 | ||
Working capital | $ | 128,542 | $ | 146,723 | ||
Current ratio | 2.1 | 2.0 | ||||
Debt | $ | 246,339 | $ | 228,014 | ||
Primary sources of liquidity have been cash and cash equivalents, cash flows from operations and borrowing availability under a revolving line of credit. We believe available capital resources will be adequate to meet our working capital, debt service, and capital expenditure requirements for existing operations.
Our cash and cash equivalents consist of bank balances and investments in money market funds. These investments have staggered maturity dates, none of which exceed three months. They have a high degree of liquidity since the securities are traded in public markets.
Net cash used in operating activities for the six months ended February 28, 2007 was $34.9 million compared to $36.5 million for the comparable six months ended February 28, 2006. The primary use of cash was for working capital items, which were approximately $42.3 million for the six months ended February 28, 2007. Of this, $36.0 million was an increase in prepaid expenses and a decrease in accounts payable primarily for crude oil and other feedstocks; $9.5 million was a decrease in accrued liabilities and sales, use and fuel taxes payable primarily due to payment of a pension contribution and remittance of sales, use and fuel taxes; $16.9 million was a decrease in income taxes payable for tax payments related to fiscal year ending August 31, 2007; and approximately $.5 million was an increase in inventory values. This use of cash was offset by a $20.6 million reduction in accounts receivable primarily due to collection of outstanding receivables and lower wholesale distillate sales volume for the period. Changes in cash provided by or used for working capital during the sixth month period ended February 28, 2007 and February 28, 2006 are shown in the Consolidated Statements of Cash Flows to the Financial Statements, Part 1, Item 1.
Net cash used in investing activities of $17.4 million was used primarily for additions to property plant and equipment of $17.0 million. Net cash from financing activities of $9.1 million was primarily from short-term borrowings under the Revolving Credit Facility of $17.0 million and $1.6 million proceeds from capital lease transactions accounted for as long term debt, offset by a $9.1 million payment of a dividend to the stockholder and $.4 million principal reduction of long term debt.
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As of February 28, 2007 the $100 million Revolving Credit Facility was supported by eligible collateral of $133.3 million; with borrowings of $17 million and standby letters of credit of $.4 million resulting in net availability of approximately $82.6 million. The Company’s working capital ratio exceeded 2.1 as of February 28, 2007.
We require a substantial investment in working capital which is susceptible to large variations during the year resulting from purchases of inventory and seasonal demands. Inventory purchasing activity is a function of sales activity and turnaround cycles for the different refinery units.
Maintenance and non-discretionary capital expenditures have averaged approximately $4 million annually over the last three years for the refining and marketing operations. Management does not foresee any increase in these maintenance and non-discretionary capital expenditures during fiscal year 2007.
Future liquidity, both short and long-term, will continue to be primarily dependent on realizing a refinery margin sufficient to cover fixed and variable expenses, including planned capital expenditures. We expect to be able to meet our working capital, capital expenditure, contractual obligations, letter of credit and debt service requirements out of cash flow from operations, cash on hand and borrowings under our Revolving Credit Facility with PNC Bank, N.A. as Agent Bank. In November 2006, we extended the term of our $100,000,000 Revolving Credit Facility from May 9, 2007 to November 27, 2011, and amended certain terms and provisions thereof, including a reduction in the interest rate and a modification of certain covenants. Under the amended Revolving Credit Facility, interest is calculated as follows: (a) for base rate borrowings, at the greater of the Agent Bank’s prime rate less an applicable margin of .5% to 0% or federal funds rate plus 1%; (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 1.25% to 1.75%. The applicable margin will vary depending on a formula calculating our average unused availability under the facility. Under the Revolving Credit Facility in effect prior to the extension and amendment, interest was calculated as follows: (a) for base rate borrowings, at the greater of the Agent Bank’s prime rate plus an applicable margin of .25% to .75% (8.50% at August 31, 2006) or federal funds rate plus 1%; (b) for euro-rate borrowings, at the LIBOR rate plus an applicable margin of 1.75% to 3.00%. The applicable margin varied with our facility leverage ratio calculation.
The Revolving Credit Facility is secured primarily by certain cash accounts, accounts receivable and inventory. Until maturity, we may borrow on a borrowing base formula as set forth in the facility. We had outstanding letters of credit of $433,000 as of February 28, 2007. As of February 28, 2007, outstanding borrowings under the Revolving Credit Facility were $17 million resulting in net availability of $82,567,000 and was secured by eligible collateral in excess of $133.3 million.
Although we are not aware of any pending circumstances which would change our expectation, changes in the tax laws, the imposition of and changes in federal and state clean air and clean fuel requirements and other changes in environmental laws and regulations may also increase future capital expenditure levels. Future capital expenditures are also subject to business conditions affecting the industry. We continue to investigate strategic acquisitions and capital improvements to our existing facilities.
Federal, state and local laws and regulations relating to the environment affect nearly all of our operations. As is the case with all the companies engaged in similar industries, we face significant exposure from actual or potential claims and lawsuits involving environmental matters. Future expenditures related to environmental matters cannot be reasonably quantified in many circumstances due to the uncertainties as to required remediation methods and related clean-up cost estimates. We cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws or regulations will be administered or interpreted with respect to products or activities to which they have not been previously applied.
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Seasonal Factors
Seasonal factors affecting the Company’s business may cause variation in the prices and margins of some of the Company’s products. For example, demand for gasoline tends to be highest in spring and summer months, while demand for home heating oil and kerosene tends to be highest in winter months.
As a result, the margin on gasoline prices versus crude oil costs generally tends to increase in the spring and summer, while margins on home heating oil and kerosene tend to increase in winter.
Inflation
The effect of inflation on the Company has not been significant during the last five fiscal years.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
The Company uses its revolving credit facility to finance a portion of its operations. These on-balance sheet financial instruments, to the extent they provide for variable rates, expose the Company to interest rate risk resulting from changes in the PNC Prime rate, the Federal Funds or LIBOR rate.
The Company has exposure to price fluctuations of crude oil and refined products. The Company does not manage the price risk related to all of its inventories of crude oil and refined products with a permanent formal hedging program, but does manage its risk exposures by managing inventory levels.At August 31, 2006, the Company had net open future positions of 1,400,000 barrels of crude oil, all of which were sold during the first quarter of 2007. The resulting gain on the sale of the future positions amounted to $4,114,000, which was recorded in cost of sales. The Company has no open future positions at February 28, 2007.
See also Recent Developments section of Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.
| ITEM 4. | CONTROLS AND PROCEDURES. |
| (a) | Based on an evaluation by management of the Company’s disclosure controls and procedures (as defined in Rules 13(a) – 15(e) and 15(d) – 15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the Company’s fiscal quarter ended February 28, 2007, (the “Evaluation Date”) the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial officer, respectively) have concluded that the Company’s disclosure controls and procedures were effective as of the Evaluation Date . |
| (b) | There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended February 28, 2007 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting. |
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| ITEM 1. | LEGAL PROCEEDINGS. |
| None. |
| ITEM 1A. | RISK FACTORS. |
| There have been no material changes in our Risk Factors disclosed in the Form 10-K for the year ended August 31, 2006. |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
| None. |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
| None. |
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
| None. |
| ITEM 5. | OTHER INFORMATION. |
| None. |
| ITEM 6. | EXHIBITS. |
| Exhibit 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| Exhibit 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
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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.
Date: April 16, 2007
| UNITED REFINING COMPANY |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| KIANTONE PIPELINE CORPORATION |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| UNITED REFINING COMPANY OF PENNSYLVANIA |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| KIANTONE PIPELINE COMPANY |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| UNITED JET CENTER, INC. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| KWIK-FILL CORPORATION |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| BELL OIL CORP. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| PPC, INC. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| SUPER TEST PETROLEUM, INC. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| KWIK-FIL, INC. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| VULCAN ASPHALT REFINING CORPORATION |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President |
| /s/ James E. Murphy |
| James E. Murphy |
| Chief Financial Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 16, 2007
| COUNTRY FAIR, INC. |
| (Registrant) |
| /s/ Myron L. Turfitt |
| Myron L. Turfitt |
| President and Chief Operating Officer |
| /s/ James E. Murphy |
| James E. Murphy |
| Vice President – Finance |
38