FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period _______ to _______.
For Quarter Ended September 30, 1996 Commission File Number:
1-10398
GIANT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0642718
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23733 North Scottsdale Road, Scottsdale, Arizona 85255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(602) 585-8888
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 [ ]
Number of Common Shares outstanding at October 31, 1996: 11,158,668 shares.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1996 (Unaudited) and December 31, 1995
Condensed Consolidated Statements of Earnings
(Unaudited) Three and Nine Months Ended
September 30, 1996 and 1995
Condensed Consolidated Statements of Cash Flows
(Unaudited) Nine Months Ended September 30, 1996 and 1995
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Item 5 - Other
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURE
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, 1996 December 31, 1995
------------------ -----------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 25,098 $ 9,549
Accounts receivable, net 29,970 24,025
Inventories 35,515 42,581
Prepaid expenses and other 1,615 3,880
Net assets of discontinued operations 26,689
Deferred income taxes 2,070 2,145
--------- ---------
Total current assets 94,268 108,869
--------- ---------
Property, plant and equipment 310,080 292,919
Less accumulated depreciation
and amortization (104,818) (94,357)
--------- ---------
205,262 198,562
--------- ---------
Other assets 24,076 17,431
--------- ---------
$ 323,606 $ 324,862
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,044 $ 4,063
Accounts payable 36,845 34,162
Accrued expenses 31,353 20,316
--------- ---------
Total current liabilities 72,242 58,541
--------- ---------
Long-term debt, net of current portion 106,837 142,676
Deferred income taxes 15,880 12,864
Other liabilities 5,045 1,049
Common stockholders' equity 123,602 109,732
--------- ---------
$ 323,606 $ 324,862
========= =========
See accompanying notes to condensed consolidated financial statements.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands except shares and per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Net revenues $ 136,032 $ 78,400 $ 375,775 $ 228,552
Cost of products sold 100,567 53,719 267,245 159,573
----------- ----------- ----------- -----------
Gross margin 35,465 24,681 108,530 68,979
Operating expenses 16,141 13,120 47,418 37,490
Depreciation and amortization 4,508 2,986 12,889 9,349
Selling, general and administrative expenses 3,423 3,333 12,465 9,540
----------- ----------- ----------- -----------
Operating income 11,393 5,242 35,758 12,600
Interest expense, net 2,658 2,307 9,035 6,480
----------- ----------- ----------- -----------
Earnings from continuing operations
before income taxes 8,735 2,935 26,723 6,120
Provision for income taxes 3,452 967 10,422 1,947
----------- ----------- ----------- -----------
Earnings from continuing operations 5,283 1,968 16,301 4,173
Discontinued operations, net (20) 10 (13) 104
----------- ----------- ----------- -----------
Net earnings $ 5,263 $ 1,978 $ 16,288 $ 4,277
=========== =========== =========== ===========
Earnings per common share:
Continuing operations $ 0.47 $ 0.17 $ 1.45 $ 0.36
Discontinued operations 0.01
----------- ----------- ----------- -----------
Net earnings $ 0.47 $ 0.17 $ 1.45 $ 0.37
=========== =========== =========== ===========
Weighted average number of shares outstanding 11,231,602 11,321,229 11,247,710 11,547,500
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
--------------------
1996 1995
-------- --------
Cash flows from continuing operating activities:
Net earnings $ 16,288 $ 4,277
Adjustments to reconcile net earnings to net cash
provided by continuing operating activities:
Loss (earnings) from discontinued operations 13 (104)
Depreciation and amortization 12,889 9,349
Deferred income taxes 2,386 (262)
Restricted stock award compensation 114 347
Other 455 41
Changes in operating assets and liabilities:
(Increase) decrease in receivables (4,291) 4,109
Decrease (increase) in inventories 7,066 (1,357)
Decrease in prepaid expenses and other 2,265 1,186
Increase in accounts payable 2,699 1,818
Increase (decrease) in accrued expenses 7,351 (1,010)
-------- --------
Net cash provided by continuing operating activities 47,235 18,394
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment and other assets (20,906) (17,067)
Proceeds from sale of property, plant and equipment 4,425 1,262
Payments received on ESOP loan 514
Proceeds from sales and maturities of marketable securities 35,981
Proceeds from sale of discontinued operations 23,814
Net cash used for discontinued operations (597) (5,668)
-------- --------
Net cash provided by investing activities 6,736 15,022
-------- --------
Cash flows from financing activities:
Payments of long-term debt (35,858) (4,325)
Purchase of treasury stock (1,047) (5,620)
Payment of dividends (1,719) (1,738)
Proceeds from exercise of stock options 202
-------- --------
Net cash used by financing activities (38,422) (11,683)
-------- --------
Net increase in cash and cash equivalents 15,549 21,733
Cash and cash equivalents:
Beginning of period 9,549 12,860
-------- --------
End of period $ 25,098 $ 34,593
======== ========
Noncash Investing and Financing Activities. In the second quarter of 1996,
the Company accrued $2,250,000 for estimated preacquisition environmental
liabilities assumed in the purchase of the Bloomfield Refinery in the
fourth quarter of 1995. This amount has been added to property, plant
and equipment as an adjustment to the purchase price of the Bloomfield
Refinery. In the third quarter of 1995, two retail units with a net book
value of $1,613,000 were exchanged for a finished product terminal.
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles 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 notes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
and reclassifications considered necessary for a fair and comparable
presentation have been included and are of a normal recurring nature.
Operating results for the nine months ended September 30, 1996 are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1996. The enclosed financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995.
Certain reclassifications have been made to the September 30, 1995
financial statements to conform to the statement classifications used
in the 1996 period relating to the classification of the Company's
exploration and production business as discontinued operations.
NOTE 2 - PRO FORMA FINANCIAL INFORMATION:
On October 4, 1995, the Company completed the purchase of the
Bloomfield Refinery along with related pipeline and transportation
assets from Gary-Williams Energy Co. and its wholly-owned subsidiary,
Bloomfield Refining Company ("BRC").
The following Statements of Earnings compare the consolidated
results of Giant Industries, Inc. ("Giant"), including the results
of the Bloomfield Refinery, for the nine months ended September 30,
1996 with the pro forma combined condensed statement of earnings of
the Company and BRC ("Pro Forma") for the nine months ended
September 30, 1995. The pro forma statement includes the results of
operations of the Company and BRC, along with adjustments which give
effect to events that are directly attributable to the transaction
and which are expected to have a continuing impact. The information
assumes the transaction was consummated as of the beginning of the
period presented.
The unaudited pro forma combined condensed financial
information does not purport to represent the results of operations
that actually would have resulted had the purchase occurred on the
date specified, nor should it be taken as indicative of the future
results of operations.
STATEMENTS OF EARNINGS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(In thousands except shares and per share data)
(Unaudited)
Giant Pro Forma
1996 1995
---------- ----------
Net revenues $ 375,775 $ 335,383
Cost of products sold 267,245 238,655
---------- ----------
Gross margin 108,530 96,728
Operating expenses 47,418 47,138
Depreciation and amortization 12,889 11,412
Selling, general and administrative expenses 12,465 11,100
---------- ----------
Operating income 35,758 27,078
Interest expense, net 9,035 9,442
---------- ----------
Earnings from continuing operations before income taxes 26,723 17,636
Provision for income taxes 10,422 6,426
---------- ----------
Earnings from continuing operations $ 16,301 $ 11,210
========== ==========
Earnings per common share for continuing operations $ 1.45 $ 0.97
========== ==========
Weighted average number of shares outstanding 11,247,710 11,547,500
========== ==========
NOTE 3 - DISCONTINUED OPERATIONS
On August 30, 1996, the Company completed the sale of
substantially all of its exploration and production assets for
$25,500,000. Certain assets of the exploration and production
business with a net asset value of approximately $6,500,000 were
retained by the Company, primarily a working interest in certain
natural gas properties that qualify for the coal seam gas tax credits
under Section 29 of the Internal Revenue Code, an office building and
some equipment. Certain of the retained assets are subject to a
production payment classified as other liabilities in the Company's
consolidated balance sheet. The retained assets have been
reclassified primarily as other assets and will be utilized in the
Company's continuing operations. Future coal seam gas tax credits,
when earned, will be used to offset income taxes payable.
The Company incurred a net loss on the final disposal of
approximately $13,000.
NOTE 4 - INVENTORIES:
September 30, 1996 December 31, 1995
------------------ -----------------
(In thousands)
Inventories consist of the following:
First-in, first-out ("FIFO") method:
Crude oil $12,923 $15,465
Refined products 16,416 17,605
Refinery and shop supplies 7,557 6,871
Retail method:
Merchandise 2,521 2,721
------- -------
39,417 42,662
Allowance for last-in, first-out
("LIFO") method (3,902) (81)
------- -------
$35,515 $42,581
======= =======
/TABLE
NOTE 5 - LONG-TERM DEBT:
In November 1993, the Company issued $100,000,000 of 9 3/4% senior
subordinated notes ("Notes"). Repayment of the Notes is jointly and
severally guaranteed on an unconditional basis by the Company's direct
and indirect wholly-owned subsidiaries, subject to a limitation
designed to ensure that such guarantees do not constitute a fraudulent
conveyance. Except as otherwise allowed in the Indenture pursuant to
which the Notes were issued, there are no restrictions on the ability
of such subsidiaries to transfer funds to the Company in the form of
cash dividends, loans or advances. General provisions of applicable
state law, however, may limit the ability of any subsidiary to pay
dividends or make distributions to the Company in certain
circumstances.
Separate financial statements of the subsidiaries are not included
herein because the subsidiaries are jointly and severally liable; the
aggregate assets, liabilities, earnings, and equity of the subsidiaries
are substantially equivalent to the assets, liabilities, earnings and
equity of the Company on a consolidated basis; and the separate
financial statements and other disclosures concerning the subsidiaries
are not deemed material to investors.
NOTE 6 - CONTINGENCIES:
The Company and certain subsidiaries are defendants to various
legal actions. Certain of these pending legal actions involve or may
involve compensatory, punitive or other damages. Litigation is
subject to many uncertainties and it is possible that some of the
legal actions, proceedings or claims referred to above could be
decided adversely. Although the amount of liability at September 30,
1996 with respect to these matters is not ascertainable, the Company
believes that any resulting liability should not materially affect the
Company's financial condition or results of operations.
Federal, state and local laws and regulations relating to health
and the environment affect nearly all of the operations of the
Company. As is the case with all companies engaged in similar
industries, the Company faces significant exposure from actual or
potential claims and lawsuits involving environmental matters. These
matters include soil and water contamination, air pollution and
personal injuries or property damage allegedly caused by substances
manufactured, handled, used, released or disposed of by the Company.
Future expenditures related to health and environmental matters
cannot be reasonably quantified in many circumstances due to the
speculative nature of remediation and clean-up cost estimates and
methods, the imprecise and conflicting data regarding the hazardous
nature of various types of substances, the number of other
potentially responsible parties involved, various defenses which may
be available to the Company and changing environmental laws and
interpretations of environmental laws.
The United States Environmental Protection Agency notified the
Company in May 1991 that it may be a potentially responsible party
for the release or threatened release of hazardous substances,
pollutants, or contaminants at the Lee Acres Landfill, which is owned
by the United States Bureau of Land Management and which is adjacent
to the Company's Farmington Refinery which was operated until 1982.
Potentially responsible party liability is joint and several, such
that a responsible party may be liable for all of the clean-up costs
at a site even though it was responsible for only a small part of
such costs. At the present time, the Company is unable to determine
the extent of potential liability, if any, in this matter and has
made no provision therefore in its financial statements.
The Company has established an environmental liability accrual
of approximately $3,400,000 of which approximately $1,100,000
relates to ongoing environmental projects, including the remediation
of a hydrocarbon plume at the Company's Farmington Refinery and
hydrocarbon contamination on 5.5 acres the Company owns in
Bloomfield, New Mexico. The remaining amount of approximately
$2,300,000 is an estimate, recorded in the second quarter of 1996, of
certain environmental obligations assumed in the acquisition of the
Bloomfield Refinery. This amount has been recorded as an adjustment
to the purchase price and allocated to the assets acquired. The
environmental accrual is recorded in the current and long-term
sections of the Company's consolidated balance sheet.
The Company has received several tax notifications and
assessments from the Navajo Tribe relating to crude oil and natural
gas removed from properties located outside the boundaries of the
Navajo Indian Reservation in an area of disputed jurisdiction,
including a $1,800,000 severance tax assessment issued to Giant
Arizona in November 1991. The Company has invoked its appeal rights
with the Tribe's Tax Commission in connection with this assessment
and intends to oppose the assessment. The Company may receive further
tax assessments before the resolution of this matter.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
- -------------------------------------------------------
Earnings from continuing operations before income taxes were
$8.7 million for the three months ended September 30, 1996, an
increase of approximately $5.8 million from $2.9 million for the
three months ended September 30, 1995. For the nine months ended
September 30, 1996, earnings from continuing operations before income
taxes were $26.7 million, an increase of $20.6 million from the $6.1
million reported in the same 1995 period. The increase in both
periods is primarily the result of the acquisition of the Bloomfield
Refinery and increases in Ciniza Refinery average margins of 3% and
30% for the three and nine month periods, respectively. These
increases were partially offset by increases in operating and
administrative costs.
REVENUES
- --------
Revenues for the three months ended September 30, 1996,
increased $57.6 million or 74% to $136.0 million from $78.4 million
in the comparable 1995 period. Finished product sales of $45.4
million from the Bloomfield Refinery accounts for approximately 79%
of the increase. In addition, a 19% increase in Ciniza Refinery
weighted average selling prices and a 9% increase in service station
merchandise sales contributed to increased revenues. Offsetting these
increases was a decline in third party sales from the Company's
ethanol plant due to a temporary suspension of operations in October
1995.
The increase in service station merchandise sales is the result
of increased same store volumes and a net increase in sales from
thirteen new or remodeled units over eleven units that have been
disposed of in the last twelve months.
The volumes of refined products sold through retail outlets
increased approximately 1% from 1995 third quarter levels due to a 5%
increase in service station volumes, offset in part by a 20% decline
in volumes sold from the travel center. Service station volumes have
increased due in part to the addition of twelve new units and one
remodeled unit, offset by a loss in volume from the sale of eleven
units and a slight decline in same store volumes resulting from
increased competition.
Revenues for the nine months ended September 30, 1996, increased
$147.2 million or 64% to $375.8 million from $228.6 million in the
comparable 1995 period. Finished product sales of $120.0 million from
the Bloomfield Refinery accounts for approximately 82% of the
increase. In addition, a 15% increase in Ciniza Refinery weighted
average selling prices and a 12% increase in service station
merchandise sales contributed to increased revenues. Offsetting these
increases was a decline in third party sales from the Company's
ethanol plant.
The increase in service station merchandise sales is the result
of increased same store volumes and a net increase in sales from
thirteen new or remodeled units over eleven units that have been
disposed of.
The volumes of refined products sold through retail outlets
decreased approximately 3% from 1995 nine month levels due to a 15%
decrease in volumes sold from the travel center and an 1% decline in
service station volumes resulting from increased competition, the
sale of eleven units and a slight decline in same store volumes,
offset in part by the addition of twelve new units and one remodeled
unit.
COST OF PRODUCTS SOLD
- ---------------------
For the three months ended September 30, 1996, cost of products
sold increased $46.8 million or 87% to $100.5 million from $53.7
million for the corresponding 1995 period. Cost of products sold of
$36.1 million relating to the Bloomfield Refinery accounts for
approximately 77% of the increase. Also contributing to increased
costs was a 21% increase in average crude oil costs and a 10%
increase in the cost of merchandise sales from the service stations.
These increases were partially offset by a decrease in costs relating
to the temporary suspension of operations of the Company's ethanol
plant.
For the nine months ended September 30, 1996, cost of products
sold increased $107.7 million or 67% to $267.3 million from $159.6
million for the corresponding 1995 period. Cost of products sold of
$91.7 million relating to the Bloomfield Refinery accounts for
approximately 85% of the increase. Also contributing to increased
costs was a 14% increase in average crude oil costs and a 14%
increase in the cost of merchandise sales from the service stations.
These increases were partially offset by a decrease in costs relating
to the temporary suspension of operations of the Company's ethanol
plant and the liquidation of certain lower cost LIFO inventory layers
which resulted in a reduction in cost of products sold of
approximately $2.8 million compared to a similar reduction of
approximately $300,000 in 1995.
OPERATING EXPENSES
- ------------------
For the three months ended September 30, 1996, operating
expenses increased $3.0 million or 23% to $16.1 million from $13.1
million in the three months ended September 30, 1995.
For the nine months ended September 30, 1996, operating expenses
increased $9.9 million or 26% to $47.4 million from $37.5 million in
the nine months ended September 30, 1995.
Operating expenses in both comparative periods increased
approximately 24% due to the acquisition of the Bloomfield Refinery
and 4% due to increases in payroll and related costs for other
operations. Partially offsetting these increases was a decrease of 7%
due to the temporary suspension of operations of the ethanol plant.
DEPRECIATION AND AMORTIZATION
- -----------------------------
For the three months ended September 30, 1996, depreciation and
amortization increased approximately $1.5 million or 51% to $4.5
million from $3.0 million in the comparable 1995 period. For the nine
months ended September 30, 1996, depreciation and amortization
increased approximately $3.5 million or 38% to $12.9 million from
$9.4 million in the same 1995 period. The increases are primarily the
result of the acquisition of the Bloomfield Refinery, along with the
addition of service station and transportation assets.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
For the three months ended September 30, 1996, selling, general
and administrative expenses increased approximately $90,000 or 3% to
$3.4 million from $3.3 million in the corresponding 1995 period. The
increase is primarily the result of expense accruals for incentive
bonus plans, along with increases in payroll and related costs,
offset in part by expense reductions for decreases in estimated
liabilities for self insured workman's compensation and property and
casualty claims.
For the nine months ended September 30, 1996, selling, general
and administrative expenses increased approximately $2.9 million or
31% to $12.4 million from $9.5 million in the corresponding 1995
period. The increase is primarily the result of expense accruals for
incentive bonus plans, increases in payroll and related costs and
expense accruals for estimated severance tax assessments and
environmental expenditures. These increases were partially offset by
expense reductions for decreases in estimated liabilities for self
insured workman's compensation and property and casualty claims.
INTEREST EXPENSE, NET
- ---------------------
For the three months ended September 30, 1996, net interest
expense (interest expense less interest income) increased $351,000 or
15% to $2.7 million from $2.3 million in the same 1995 period. For
the nine months ended September 30, 1996, net interest expense
increased $2.5 million or 39% to $9.0 million from $6.5 million in
the same 1995 period. The increase in both periods is primarily due
to a decline in investment income because of a decrease in excess
funds available for investment and an increase in interest expense
from the addition of certain variable rate long-term debt, both
related to the acquisition of the Bloomfield Refinery in October
1995.
INCOME TAXES
- ------------
Income taxes for the three and nine months ended September 30,
1996 and 1995 were computed in accordance with Statement of Financial
Accounting Standards No. 109, resulting in effective tax rates of
approximately 39% for the 1996 periods and 32% for the 1995 periods.
The difference in the two rates is primarily due to estimated alcohol
fuel tax credits in 1995, resulting from the operation of the
Company's ethanol plant which temporarily suspended operations in
October 1995, as well as estimated coal seam gas tax credits in 1995,
as they relate to varying amounts of estimated annual income.
DISCONTINUED OPERATIONS
- -----------------------
On August 30, 1996, the Company completed the sale of
substantially all of its exploration and production assets for
$25,500,000. Certain assets of the exploration and production
business with a net asset value of approximately $6,500,000 were
retained by the Company, primarily a working interest in certain
natural gas properties that qualify for the coal seam gas tax credits
under Section 29 of the Internal Revenue Code, an office building and
some equipment. Certain of the retained assets are subject to a
production payment classified as other liabilities in the Company's
consolidated balance sheet. The retained assets have been
reclassified primarily as other assets and will be utilized in the
Company's continuing operations. Future coal seam gas tax credits,
when earned, will be used to offset income taxes payable.
The three and nine month periods ended September 30, 1996 and
1995 reflect nominal net earnings or losses.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW FROM OPERATIONS
- -------------------------
Net cash provided by operating activities of continuing
operations totaled $47.2 million for the nine months ended September
30, 1996, compared to $18.4 million for the comparable 1995 period.
Operating cash flows increased primarily as the result of improved
cash flows from operations (net earnings + depreciation and
amortization + deferred taxes) and the differences in the net changes
in working capital items in each period.
WORKING CAPITAL
- ---------------
Working capital at September 30, 1996, consisted of current
assets of $94.3 million and current liabilities of $72.2 million, or
a current ratio of 1.30:1. At December 31, 1995, the current ratio
was 1.86:1 with current assets of $108.9 million and current
liabilities of $58.5 million. The Company's current ratio has
declined primarily as the result of using cash generated from
operations and the sale of the Company's exploration and production
assets for the payment of long-term debt and capital expenditures.
Current assets have decreased since December 31, 1995, primarily
due to decreases in the net assets of discontinued operations,
inventories and prepaid insurance and deposits, offset in part by
increases in cash and cash equivalents and accounts receivable. The
net assets of discontinued operations have decreased because of the
sale or reclassification of the net assets of the Company's
exploration and production operations. Inventories have decreased
primarily as the result of a 31% decline in pipeline and onsite crude
oil inventory volumes, offset in part by an increase in crude oil
acquisition costs and the liquidation of certain lower cost LIFO
inventory layers. Deposits have decreased because of the refund of
funds placed in escrow in connection with the proposed acquisition of
the Wingate fractionation plant which was ultimately not completed.
Cash and cash equivalents have increased in part from increased
operating cash flows and the sale of the Company's exploration and
production operations. Accounts receivable have increased due to
increases in trade receivables, resulting from higher sales volumes
and prices, and excise tax refunds due on product transfers to the
Company's Albuquerque Terminal. Current liabilities have increased
due to an increase in accounts payable and accrued expenses. Accounts
payable have increased primarily due to an increase in the volume and
cost of raw materials. Accrued expenses have increased primarily due
to an increase in accrued income taxes, accrued interest and accrued
incentive plan costs.
CAPITAL EXPENDITURES AND RESOURCES
- ----------------------------------
Net cash used in investing activities for the purchase of
property, plant and equipment and other assets totaled approximately
$20.9 million for the first nine months of 1996, including the
acquisition of seven retail units; the construction and remodeling of
various other retail units; the acquisition of finished product and
crude truck transports; and upgrades and turnaround expenditures to
improve operations and efficiencies at the refineries. Capital
expenditures for the fourth quarter are estimated to be approximately
$10.0 million.
In the first nine months of 1996, the Company received proceeds
of approximately $4.1 million from the sale of six operating service
stations. A gain of approximately $238,000 resulted from these sales.
On August 30, 1996, the Company completed the sale of
substantially all of its exploration and production assets for
$25,500,000. Certain assets of the exploration and production
business with a net asset value of approximately $6,500,000 were
retained by the Company, primarily a working interest in certain
natural gas properties that qualify for the coal seam gas tax credits
under Section 29 of the Internal Revenue Code, an office building and
some equipment. Certain of the retained assets are subject to a
production payment classified as other liabilities in the Company's
consolidated balance sheet. The retained assets have been
reclassified primarily as other assets and will be utilized in the
Company's continuing operations. Future coal seam gas tax credits,
when earned, will be used to offset income taxes payable.
The Company continues to investigate other strategic
acquisitions as well as capital improvements to its existing
facilities. The Company is also actively pursuing the possible sale
or exchange of non-strategic or underperforming assets.
Working capital, including that necessary for capital
expenditures and debt service, will be funded through cash generated
from operating activities, existing cash balances and, if necessary,
future borrowings. Future liquidity, both short and long-term, will
continue to be primarily dependent on producing and selling
sufficient quantities of refined products at margins sufficient to
cover fixed and variable expenses.
CAPITAL STRUCTURE
- -----------------
At September 30, 1996, and December 31, 1995, the Company's
long-term debt was 46.4% and 56.5% of total capital, respectively.
The decrease is primarily due to the repayment of long-term debt and
an increase in stockholders' equity due to net earnings. Subsequent
to September 30, 1996, the Company repaid an additional $6.3 million
of long-term debt bringing the Company's long-term debt to total
capitalization percentage to 44.9%. At September 30, 1996, the
Company's net debt (long-term debt less cash and cash equivalents) to
total capitalization percentage was 39.8%.
The Company's capital structure includes $100 million of 10 year
9 3/4% senior subordinated notes ("Notes"). Repayment of the Notes is
jointly and severally guaranteed on an unconditional basis by the
Company's direct and indirect wholly-owned subsidiaries, subject to a
limitation designed to ensure that such guarantees do not constitute
a fraudulent conveyance. Except as otherwise allowed in the Indenture
pursuant to which the Notes were issued, there are no restrictions on
the ability of such subsidiaries to transfer funds to the Company in
the form of cash dividends, loans or advances. General provisions of
applicable state law, however, may limit the ability of any
subsidiary to pay dividends or make distributions to the Company in
certain circumstances.
In October 1995, the Company entered into a Credit Agreement
with a group of banks under which $30.0 million was borrowed pursuant
to a three-year unsecured revolving term facility to provide
financing for the purchase of the Bloomfield Refinery. This revolving
term facility has been prepaid from cash on hand and proceeds from
the sale of the Company's exploration and production operations. The
$30.0 million that was repaid is currently available under this
facility for the acquisition of property, plant and equipment.
In addition, the Credit Agreement contains a three-year
unsecured working capital facility to provide working capital and
letters of credit in the ordinary course of business. The
availability under this working capital facility is the lesser of (i)
$40.0 million, or (ii) the amount determined under a borrowing base
calculation tied to eligible accounts receivable and inventories as
defined in the Credit Agreement. At September 30, 1996, the lesser
amount was $40.0 million. There were no direct borrowings under this
arrangement at September 30, 1996, and there were $16.0 million of
irrevocable letters of credit outstanding, primarily to secure
purchases of raw materials.
The Company's Board of Directors has authorized the repurchase
of up to 1,500,000 shares of the Company's common stock. In 1996,
through the end of October, the Company repurchased 123,200 shares of
its common stock at a weighted average price of $14.98 including
commissions. From the inception of the stock repurchase plan, the
Company has repurchased 1,062,700 shares at a weighted average cost
of $9.27.
On August 14, 1996, the Company's Board of Directors declared a
cash dividend on common stock of $0.05 per share payable to
stockholders of record on October 24, 1996. This dividend was paid on
November 6, 1996. Future dividends, if any, are subject to the
results of the Company's operations, existing debt covenants and
declaration by the Company's Board of Directors.
OTHER
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Federal, state and local laws and regulations relating to health
and the environment affect nearly all of the operations of the
Company. As is the case with all companies engaged in similar
industries, the Company faces significant exposure from actual or
potential claims and lawsuits involving environmental matters. These
matters include soil and water contamination, air pollution and
personal injuries or property damage allegedly caused by substances
manufactured, handled, used, released or disposed of by the Company.
Future expenditures related to health and environmental matters
cannot be reasonably quantified in many circumstances due to the
speculative nature of remediation and cleanup cost estimates and
methods, imprecise and conflicting data regarding the hazardous
nature of various types of substances, the number of other
potentially responsible parties involved, various defenses which may
be available to the Company and changing environmental laws and
interpretations of environmental laws.
Rules and regulations implementing federal, state and local laws
relating to health and the environment will continue to affect the
operations of the Company. The Company cannot predict what health or
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 enforced with respect to products or
activities of the Company. Compliance with more stringent laws or
regulations, as well as more vigorous enforcement policies of the
regulatory agencies, could have an adverse effect on the financial
position and the results of operations of the Company and could
require substantial expenditures by the Company for the installation
and operation of pollution control systems and equipment not
currently possessed by the Company.
In May 1991, the Environmental Protection Agency notified the
Company that it may be a potentially responsible party for the
release, or threatened release, of hazardous substances, pollutants
or contaminants at the Lee Acres Landfill, which is adjacent to the
Company's Farmington Refinery which was operated until 1982. At the
present time, the Company is unable to determine the extent of its
potential liability, if any, in the matter. In 1989, a consultant to
the Company estimated, based on various assumptions, that the
Company's share of potential liability could be approximately $1.2
million. This figure was based upon the consultant's evaluation of
such factors as available clean-up technology, BLM's involvement at
the site and the number of other entities that may have had
involvement at the site. The consultant, however, did not conduct an
analysis of the Company's potential legal defenses and arguments
including possible setoff rights. Potentially responsible party
liability is joint and several, such that a responsible party may be
liable for all of the clean-up costs at a site even though the party
was responsible for only a small part of such costs. Actual
liability, if any, may differ significantly from the consultant's
estimate. In addition, the Company is remediating a hydrocarbon plume
that appears to extend no more than 1,800 feet south of its inactive
Farmington Refinery.
The Company has established an environmental liability accrual
of approximately $3.4 million. Approximately $1.1 million relates to
ongoing environmental projects, including the remediation of the
hydrocarbon plume described above and hydrocarbon contamination on
and adjacent to 5.5 acres the Company owns in Bloomfield, New Mexico.
The remaining amount of approximately $2.3 million is an estimate,
recorded in the second quarter of 1996, of certain environmental
obligations assumed in the acquisition of the Bloomfield Refinery.
This amount has been recorded as an adjustment to the purchase price
and allocated to the assets acquired. The environmental accrual is
recorded in the current and long-term sections of the Company's
consolidated balance sheet.
The Company is subject to audit on an ongoing basis of the
various taxes that it pays to federal, state, local and tribal
agencies. These audits may result in additional assessments or
refunds along with interest and penalties. In some cases the
jurisdictional basis of the taxing authority is in dispute and is the
subject of litigation or administrative appeals. In one such case,
the Company has received several tax assessments from the Navajo
Nation, including a $1.8 million severance tax assessment issued to
Giant Industries Arizona, Inc., a wholly-owned subsidiary of the
Company, in November 1991 relating to crude oil removed from
properties located outside the boundaries of the Navajo Indian
Reservation in an area of disputed jurisdiction. It is the Company's
position that it is in substantial compliance with laws applicable to
the disputed area.
The Company continues to evaluate supplemental crude oil supply
alternatives for both of its refineries on both a short-term and
long-term basis.
Based on projections of local crude oil availability from the
field, current levels of usage of Alaska North Slope crude oil and
the Company's inventory levels, the Company believes an adequate
crude oil supply will be available, without the use of significant
additional supplemental supply alternatives, to sustain both
refineries' operations at planned levels, at least through 1997.
There have been various announcements and discussions within the
industry regarding the possible building or expansion of product
pipelines, some of which could impact portions of the Company's
marketing areas, either directly or indirectly. If certain of these
proposals are implemented, they could result in increased competition
in portions of the Company's markets for refined products.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This report contains forward-looking statements
that involve risks and uncertainties, including but not limited to
economic, competitive and governmental factors affecting the
Company's operations, markets, products, services and prices; the
adequacy of raw material supplies; the ability of the Company to
successfully abate various tax assessments and other risks detailed
from time to time in the Company's filings with the Securities and
Exchange Commission.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings required to be
reported pursuant to Item 103 of Regulation S-K. The Company is a
party to ordinary routine litigation incidental to its business. In
addition, there is hereby incorporated by reference the information
regarding contingencies in Note 6 to the Unaudited Condensed
Consolidated Financial Statements set forth in Item 1, Part I hereof
and the discussion of certain contingencies contained herein under the
heading "Liquidity and Capital Resources - Other."
ITEM 5. OTHER
At a meeting of the Board of Directors held on August 14, 1996,
Anthony J. Bernitsky was elected to the Company's Board of Directors.
Mr. Bernitsky has over 40 years of experience in the oil industry and
is founder, co-owner and President of Sandia Oil Company, a wholesale
and retail gasoline business. Prior to founding Sandia Oil Company,
Mr. Bernitsky was President of Malco, a petroleum marketing company,
and prior to that held various petroleum marketing positions with
Malco and Conoco.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10 - Amendment No. 1, dated August 14, 1996, to 1989 Stock
Incentive Plan.
11 - Computation of Per Share Data.
27 - Financial Data Schedule.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for
the three months ended September 30, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 10-Q for the
quarter ended September 30, 1996 to be signed on its behalf by the
undersigned thereunto duly authorized.
GIANT INDUSTRIES, INC.
/s/ A. WAYNE DAVENPORT
--------------------------------------------
A. Wayne Davenport
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 12, 1996