1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Period Ended February 28, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 (I.R.S. Employer
incorporation or organization) Identification No.)
15 Bradley Street
Warren, Pennsylvania 16365
- -------------------- -----
(address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code 814-726-4674
------------
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
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Number of shares outstanding of Registrant's Common Stock as of April 16, 2001:
100.
2
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TABLE OF ADDITIONAL REGISTRANTS
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Primary Standard
State of Other Industrial IRS Employer
Jurisdiction of Classification Identification Commission File
Name Incorporation Number Number Number
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Kiantone Pipeline Corporation New York 4612 25-1211902 333-35083-01
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Kiantone Pipeline Company Pennsylvania 4600 25-1416278 333-35083-03
- -------------------------------------------------------------------------------------------------------------------------------
United Refining Company of
Pennsylvania Pennsylvania 5541 25-0850960 333-35083-02
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United Jet Center, Inc. Delaware 4500 52-1623169 333-35083-06
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Kwik-Fill, Inc. Pennsylvania 5541 25-1525543 333-35083-05
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Independent Gas and Oil Company of
Rochester, Inc. New York 5170 06-1217388 333-35083-11
- -------------------------------------------------------------------------------------------------------------------------------
Bell Oil Corp. Michigan 5541 38-1884781 333-35083-07
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PPC, Inc. Ohio 5541 31-0821706 333-35083-08
- -------------------------------------------------------------------------------------------------------------------------------
Super Test Petroleum, Inc. Michigan 5541 38-1901439 333-35083-09
- -------------------------------------------------------------------------------------------------------------------------------
Kwik-Fil, Inc. New York 5541 25-1525615 333-35083-04
- -------------------------------------------------------------------------------------------------------------------------------
Vulcan Asphalt Refining Corporation Delaware 2911 23-2486891 333-35083-10
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2
3
PAGE(S)
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
February 28, 2001 and August 31, 2000 4
Consolidated Statements of Operations -
Six Months and Quarters Ended February 28, 2001
and February 29, 2000 5
Consolidated Statements of Cash Flows -
Six Months Ended February 28, 2001 & February 29, 2000 6
Notes to Consolidated Financial Statements 7-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-18
PART II. OTHER INFORMATION 19
3
4
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
====================================================================================================
FEBRUARY 28,
2001 AUGUST 31,
(UNAUDITED) 2000
- ----------------------------------------------------------------------------------------------------
ASSETS
CURRENT:
Cash and cash equivalents $ 17,555 $ 7,430
Accounts receivable, net 32,137 44,304
Inventories 85,733 61,894
Prepaid expenses and other assets 10,537 8,877
- ----------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 145,962 122,505
PROPERTY, PLANT AND EQUIPMENT, NET 192,117 207,746
DEFERRED FINANCING COSTS 4,779 5,497
OTHER ASSETS 6,239 4,620
- ----------------------------------------------------------------------------------------------------
$349,097 $340,368
====================================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT:
Current installments of long-term debt $ 151 $ 150
Accounts payable 27,991 18,434
Income taxes payable 1,839 538
Accrued liabilities 10,658 12,810
Sales, use and fuel taxes payable 12,592 15,809
Deferred income taxes 5,571 5,571
- ----------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 58,802 53,312
LONG TERM DEBT: LESS CURRENT INSTALLMENTS 190,897 200,961
DEFERRED INCOME TAXES 11,880 13,103
DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN OBLIGATIONS 1,667 1,775
DEFERRED RETIREMENT BENEFITS 17,424 15,738
OTHER NONCURRENT LIABILITIES 264 373
- ----------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 280,934 285,262
- ----------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Common stock, $.10 par value per share - shares authorized
100; issued and outstanding 100 -- --
Additional paid-in capital 16,648 7,150
Retained earnings 51,515 47,956
- ----------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 68,163 55,106
- ----------------------------------------------------------------------------------------------------
$349,097 $340,368
====================================================================================================
4
5
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
(IN THOUSANDS)
=======================================================================================================================
THREE MONTHS ENDED SIX MONTHS ENDED
FEBRUARY, FEBRUARY,
--------------------------------------------------------------
2001 2000 2001 2000
- -----------------------------------------------------------------------------------------------------------------------
NET SALES $ 246,940 $ 250,131 $ 542,401 $ 494,619
COSTS OF GOODS SOLD 220,774 221,572 485,588 438,567
- -----------------------------------------------------------------------------------------------------------------------
GROSS PROFIT 26,166 28,559 56,813 56,052
- -----------------------------------------------------------------------------------------------------------------------
EXPENSES:
Selling, general and administrative expenses 17,716 19,124 36,611 38,280
Depreciation and amortization expenses 2,733 2,587 5,465 5,176
- -----------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 20,449 21,711 42,076 43,456
- -----------------------------------------------------------------------------------------------------------------------
OPERATING INCOME 5,717 6,848 14,737 12,596
- -----------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income 385 50 916 114
Interest expense (5,512) (5,699) (10,952) (11,271)
Other, net (173) (719) (520) (852)
Costs associated with acquisition -- -- (1,300) --
- -----------------------------------------------------------------------------------------------------------------------
(5,300) (6,368) (11,856) (12,009)
- -----------------------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAX EXPENSE 417 480 2,881 587
INCOME TAX EXPENSE 175 274 1,210 316
- -----------------------------------------------------------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM 242 206 1,671 271
EXTRAORDINARY ITEM, NET OF TAX OF $1,367 1,888 -- 1,888 --
- -----------------------------------------------------------------------------------------------------------------------
NET INCOME $ 2,130 $ 206 $ 3,559 $ 271
=======================================================================================================================
5
6
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
(IN THOUSANDS)
=============================================================================================================
SIX MONTHS ENDED
FEBRUARY,
--------------------------------
2001 2000
- -------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,559 $ 271
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 7,413 6,704
Post-retirement benefits 1,686 1,448
Change in deferred income taxes 860 619
Gain on extinguishment of debt (3,255) --
Gain (loss) on asset dispositions 44 (64)
Cash used in working capital items (8,227) (23,881)
Other, net (3,094) (474)
- -------------------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS (4,573) (15,648)
- -------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (1,014) (15,377)
- -------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities (3,714) --
Sale of investment securities 3,497 --
Additions to property, plant and equipment (5,612) (3,361)
Proceeds from asset dispositions 23,531 104
- -------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 17,702 (3,257)
- -------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on revolving credit facility -- 16,000
Proceeds from issuance of long term debt -- 152
Deferred financing costs -- (50)
Principal reductions of long term debt (6,563) (138)
- -------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (6,563) 15,964
- -------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 10,125 (2,670)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,430 8,925
- -------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 17,555 $ 6,255
=============================================================================================================
CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS:
Accounts receivable, net $ 12,167 $ (2,726)
Inventories (23,839) (6,085)
Prepaid expenses and other assets (1,660) 1,067
Accounts payable 9,557 (9,813)
Income taxes payable 917 --
Accrued liabilities (2,152) (2,104)
Sales, use and fuel taxes payable (3,217) (4,220)
- -------------------------------------------------------------------------------------------------------------
TOTAL CHANGE $ (8,227) $(23,881)
=============================================================================================================
6
7
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
1. BASIS OF PRESENTATION 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 month periods
ended February 28, 2001 are not necessarily
indicative of the results that may be
expected for the year ending August 31, 2001.
For further information, refer to the
consolidated financial statements and
footnotes thereto incorporated by reference
in the Company's Form 10-K filing dated
November 29, 2000.
2. DERIVATIVE INSTRUMENTS AND Effective September 1, 2000, the Company
HEDGING ACTIVITIES adopted Statement of Financial Accounting
Standards No. 133 ("Statement 133"),
"Accounting for Derivative Instruments and
Hedging Activities." Statement 133
establishes accounting and reporting
standards for derivative instruments,
including certain derivative instruments
embedded in other contracts, and for hedging
activities. It requires that an entity
recognize all derivatives as either assets or
liabilities in the statement of financial
position and measure these instruments at
fair value. The accounting for changes in the
fair value of a derivative, that is, gains
and losses, depends on the intended use of
the derivative and its resulting designation.
The adoption of Statement 133 did not have a
material effect on the Company's financial
position or results of operations.
3. RECENT ACCOUNTING STANDARD In December 1999, the Securities and Exchange
Commission issued Staff Accounting Bulletin
No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 provides
guidance on applying generally accepted
accounting principles to revenue recognition
in financial statements. The Company has
adopted SAB 101 which had no impact on its
consolidated financial statements.
4. RECLASSIFICATION Certain amounts in the prior year's
consolidated financial statements have been
reclassified to conform with the presentation
in the current year.
7
8
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
5. INVENTORIES Inventories consist of the following:
FEBRUARY 28, 2001
(UNAUDITED) AUGUST 31, 2000
- -----------------------------------------------------------------------------
Crude Oil $25,413 $16,975
Petroleum Products 37,229 22,819
------------------------------------
Total @ LIFO 62,642 39,794
------------------------------------
Merchandise 9,394 9,020
Supplies 13,697 13,080
------------------------------------
Total @ FIFO 23,091 22,100
------------------------------------
Total Inventory $85,733 $61,894
=============================================================================
For the three and six month periods ended
February 28, 2001, the LIFO reserve was
reduced by $1,500,000 and $3,500,000
respectively.
6. CREDIT FACILITY Effective January 8, 2001, the Company
renegotiated its secured revolving credit
facility to provide for an increase in its
revolving credit commitment up to
$50,000,000. The Facility expires on June 9,
2002 and is secured by certain qualifying
cash accounts, accounts receivable, and
inventory. The interest rate on borrowings
varies with the Company's earnings and is
based on the higher of the bank's prime rate
or Federal funds rate plus 1/4% for base rate
borrowings and the LIBOR rate for Euro-Rate
borrowings, which was 7.14% as of February
28, 2001.
7. SUBSIDIARY GUARANTORS Summarized financial information for the
Company's wholly owned subsidiary guarantors
is as follows (in thousands):
FEBRUARY 28, 2001
(UNAUDITED) AUGUST 31, 2000
----------------------------------------------------------------
Current Assets $ 45,720 $ 45,304
Noncurrent Assets 69,779 85,443
Current Liabilities 107,587 127,180
Noncurrent Liabilities 6,272 9,300
----------------------------------------------------------------
THREE MONTHS ENDED SIX MONTHS ENDED
FEBRUARY FEBRUARY
(UNAUDITED) (UNAUDITED)
--------------------------------------------------
2001 2000 2001 2000
- ----------------------------------------------------------------------------
Net Sales $117,187 $133,581 $258,217 $268,231
Gross Profit 15,292 16,368 30,061 34,834
Operating Income (Loss) 522 (41) 101 2,231
Net Income (Loss) (683) (1,525) (2,125) (1,342)
- ----------------------------------------------------------------------------
8
9
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
8. SEGMENTS OF BUSINESS
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, and the marketing of petroleum products to wholesale and
industrial customers. The retail segment sells petroleum products and
convenience and grocery items through company owned gasoline stations and
convenience stores under the Kwik Fill(R) and Red Apple Food Mart(R) brand
names.
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 SIX MONTHS ENDED
FEBRUARY FEBRUARY
(UNAUDITED) (UNAUDITED)
--------------------------------------------------------
2001 2000 2001 2000
- -------------------------------------------------------------------------------------------
Net Sales
Retail $116,048 $132,340 $255,908 $265,668
Wholesale 130,892 117,791 286,493 228,951
-------------------------------------------------------
$246,940 $250,131 $542,401 $494,619
=======================================================
Intersegment Sales
Wholesale $ 52,315 $ 57,649 $122,516 $113,227
=======================================================
Operating Income (Loss)
Retail $ 309 $ (864) $ (570) $ 694
Wholesale 5,408 7,712 15,307 11,902
-------------------------------------------------------
$ 5,717 $ 6,848 $ 14,737 $ 12,596
=======================================================
Depreciation and Amortization
Retail $ 765 $ 713 $ 1,530 $ 1,429
Wholesale 1,968 1,874 3,935 3,747
-------------------------------------------------------
$ 2,733 $ 2,587 $ 5,465 $ 5,176
=======================================================
9
10
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
FEBRUARY 28, 2001
(UNAUDITED) AUGUST 31, 2000
- --------------------------------------------------------------------------
Total Assets
Retail $ 93,443 $108,925
Wholesale 255,654 231,443
-----------------------------------------
$349,097 $340,368
=========================================
Capital Expenditures
Retail $ 1,773 $ 1,455
Wholesale 3,839 4,445
-----------------------------------------
$ 5,612 $ 5,900
=========================================
9. TRANSACTIONS WITH AFFILIATED COMPANIES
On September 29, 2000, the Company sold 42 retail units to an affiliate
for $23,870,000. The excess of the sales price over the net historic cost of the
assets and liabilities of $9,497,000 (net of income taxes) was credited to
additional paid-in capital during the quarter. The Company has used $6,500,000
of the proceeds to repurchase the 10.75% Senior Unsecured Notes (Note 11). The
balance has been invested in short-term securities and money market accounts and
the Company has not made a final commitment as to the use of the balance of
these restricted proceeds. For the six months ended February 28, 2001, net sales
to the affiliate amounted to $18,909,000.
Concurrent with the asset sale, the Company terminated the leases on 8
additional retail locations which it had previously leased from a non-subsidiary
affiliate. The Company has entered into a management agreement with the
non-subsidiary affiliate to operate and manage the retail units on a turnkey
basis. For the six months ended February 28, 2001, the Company billed the
affiliate $513,000 for management fees and overhead expenses incurred in the
management and operation of the 50 retail units.
The management agreement further requires the Company to periodically
reimburse the affiliate for the gross revenues less direct costs, overhead
expenses and management fees incurred by the Company in the operation of the
units. As of February 28, 2001 the Company was indebted to the affiliate for
$83,000 under the terms of the agreement, which is included in accounts payable.
10. COSTS ASSOCIATED WITH ACQUISITION
On November 9, 2000, a subsidiary of United Refining Company ("United")
submitted a written proposal to the board of Getty Petroleum Marketing, Inc.
("Getty") for the purchase of its approximately 14 million outstanding shares of
common stock. The proposal indicated that the United subsidiary would be willing
and fully prepared to pay $5.75 per share for all of the outstanding shares. On
December 7, 2000, the subsidiary increased its offer to $6.00 per share. The
amended proposal was not accepted by Getty and expired on December 8, 2000. The
Company has recorded a $1,300,000 charge at February 28, 2001 for the estimated
expenses associated with the unsuccessful acquisition.
10
11
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
11. EXTRAORDINARY ITEM
During February 2001, the Company repurchased $10,000,000 of 10.75%
Senior Unsecured Notes due June 9, 2007 for $6,500,000 in cash. An extraordinary
net gain of $1,888,000 was recorded as a result of the early retirement of debt,
consisting of $3,500,000 of retirement discount less $245,000 of associated debt
issuance costs, net of a tax charge of $1,367,000.
12. SUBSEQUENT EVENT
In April 2001 the Company declared a dividend in the amount of
$1,637,000.
11
12
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Recent Developments
During February, 2001, the Company made an offer to repurchase at 65%
of face value up to $30 million face value of its 10.75% Senior Unsecured Notes
due June 9, 2007. Results for the fiscal quarter ended February 28, 2001 reflect
the repurchase of $10 million face value of these notes, and the associated
extraordinary net gain of $1,888,000 net of a tax charge of $1,367,000. The
Company repurchased a total of $10.2 million face value of Senior Notes pursuant
to this offer, which expired March 16, 2001.
Early in the Company's fiscal 2001, which began September 1, 2000,
worldwide petroleum prices, as reflected by New York Mercantile Exchange (NYMEX)
crude oil contract prices, continued a rise begun in February 1999, before
reaching a peak in NYMEX pricing for December 2000. Subsequently, NYMEX pricing
declined significantly, with April 2001 NYMEX crude cost averaging approximately
$7 per barrel below the December levels. As is normally the case, rising crude
oil prices tended to increase the Company's wholesale gasoline and distillate
margins, while reducing retail petroleum margins. The subsequent decrease from
the December peak had the opposite effect, reducing wholesale gasoline and
distillate margins, while increasing retail margins. Since most of the decline
in NYMEX prices took place between December and January, the negative effect on
wholesale margins and positive effect on retail margins was most pronounced in
December. In addition to the offsetting effect of increased retail margins, the
effect of reduced December wholesale margins on the Company's results was also
offset by continued strong price discounts on heavy high sulfur grades of crude
oil. These strong discounts were in part the result of the increase in world
crude oil prices since February 1999, which has improved the profitability of
these crude oil grades and encouraged exploration and production activities,
thus increasing supply.
On September 29, 2000, the Company sold 42 retail locations to a
non-subsidiary affiliate for $23.9 million. Simultaneously with this
transaction, the Company terminated the leases on 8 additional retail locations
which it had previously leased from a non-subsidiary affiliate. However, the
Company continues to manage these 50 locations under a management agreement
entered into simultaneously with the transactions, and continues to supply
petroleum products to these locations.
Results of Operations
Comparison of Fiscal Quarters ended February 28, 2001 and February 29,
2000
Net Sales. Net sales decreased $3.2 million or 1.3% from $250.1 million
for the fiscal quarter ended February 29, 2000 to $246.9 million for the fiscal
quarter ended February 28, 2001. Retail sales decreased $16.3 million, or 12.3%
from $132.3 million to $116.0 million, while wholesale sales increased $13.1
million or 11.1% from $117.8 million to $130.9 million. The retail sales
decrease was due to an 18.2% decrease in retail petroleum volume and an 18.1%
decrease in retail merchandise sales, partially offset by a 9.0% increase in
retail petroleum prices. The wholesale sales increase was due to an 8.0%
increase in wholesale volume and a 2.8% increase in wholesale prices.
12
13
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
However, the retail sales volume was reduced and wholesale sales volume
correspondingly increased by the transfer of 50 retail locations to a
non-subsidiary affiliate by sale or lease terminations on September 29, 2000.
These transactions reduced the Company's retail sales, but increased wholesale
sales, as the Company now supplies these affiliate locations on a wholesale
basis. On a same-store basis, excluding prior period retail sales by these 50
locations, consolidated net sales increased approximately 4.6%. Same-store
retail petroleum volume decreased 1.6%, retail petroleum prices increased 9.3%,
and retail merchandise sales increased 4.5%.
The modest decrease in same-store retail petroleum volume was partially
due to the effect of higher retail prices and less favorable winter weather in
reducing retail petroleum demand. The increase in retail and wholesale prices
was primarily due to an increase in worldwide crude oil and petroleum product
prices as reflected by an increase of approximately 18.0% in prices of NYMEX
crude oil contracts for the quarter ended February 28, 2001, as compared to the
quarter ended February 29, 2000. The increase in NYMEX pricing was partially
offset by a significant drop in regional cash petroleum product prices in
December 2000. Higher prices for gasoline and distillate in the quarter ended
February 28, 2001 were also partially offset by lower asphalt prices. However,
despite the lower asphalt prices, it was still beneficial to process heavy high
sulfur crude oils with significant asphalt contents, as price discounts were
extremely attractive for these heavy grades versus light sweet crude grades
represented by NYMEX contracts. This was reflected in the fact that the
Company's crude oil cost was essentially unchanged despite the 18% increase in
NYMEX crude oil prices.
Costs of Goods Sold. Costs of goods sold decreased $0.8 million or 0.4%
from $221.6 million for the fiscal quarter ended February 29, 2000 to $220.8
million for the fiscal quarter ended February 28, 2001. Retail costs of goods
sold decreased $15.7 million or 13.4% from $116.8 million to $101.1 million,
while wholesale costs of goods sold increased $14.9 million or 14.2% from $104.8
million to $119.7 million. The slight decrease in consolidated costs of goods
sold was despite an increase of approximately 18.0% in worldwide crude oil
prices, as indicated by NYMEX crude oil contract prices for the quarter ended
February 28, 2001 as compared to the prior year quarter. This was possible
because the Company received strong price discounts on heavy high sulfur crude
oil grades versus the light low sulfur crude oil traded on the NYMEX. Thus, the
Company's average crude oil purchase price was essentially unchanged compared to
the prior year quarter despite the 18% increase in NYMEX crude prices. The
decrease in retail costs of goods sold and increase in wholesale costs of goods
sold were primarily due to the previously discussed sale or lease terminations
involving 50 retail locations now owned by a non-subsidiary affiliate, since
these locations were supplied on a retail basis in the prior year quarter, but
are now supplied on a wholesale basis. Costs of goods sold for the quarter ended
February 28, 2001 was negatively impacted by an approximate $2.9 million
decrease in the value of the Company's working inventories, which increased
costs of goods sold. This was partially offset by a reduction in the LIFO
reserve, which increased the value of the Company's total inventories by $1.5
million. In the quarter ended February 29, 2000, costs of goods sold had
benefited from a $5.9 million increase in the value of working inventories. In
the prior year quarter, LIFO exceeded market; thus, inventories were valued at
net realizable value.
Gross Profit. Gross profit decreased $2.4 million from $28.6 million
for the fiscal quarter ended February 29, 2000 to $26.2 million for the fiscal
quarter ended February 28, 2001. This decrease was primarily due to lower
asphalt margins, higher costs for purchased fuel gas for the refinery
operations, a
13
14
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
negative impact on costs of goods sold decreases in working inventory pricing,
and the loss of the margin on sales at the 50 retail locations transferred to a
non-subsidiary affiliate. These factors were only partially offset by better
wholesale gasoline and distillate margins, better per unit retail margins, and a
reduction in the LIFO reserve.
Operating Expenses. Operating expenses decreased $1.3 million or 6.0%
from $21.7 million for the fiscal quarter ended February 29, 2000 to $20.4
million for the fiscal quarter ended February 28, 2001. This decrease was
primarily due to the elimination of station operating expenses associated with
the 50 retail locations now owned by a non-subsidiary affiliate and to the
reduction of retail overhead expenses by application of payments received from
the non-subsidiary affiliate under an agreement by which the Company will manage
those locations for the affiliate. These reductions more than offset increased
depreciation, increased expenses for employee health benefits, increased
same-station retail operating expenses for wages and for credit card processing,
and increased professional fees. Increased depreciation was primarily due to
capital equipment installed under the Company's Capital Improvement Plan.
Increased same-store retail wages were primarily due to higher average hourly
wages. Increased same-store credit card processing fees were the results of
increased customer use of "Pay at the Pump" facilities and to higher retail
prices, which increase per-transaction fees.
Operating Income. As a result of the above, operating income decreased
$1.1 million from $6.8 million for the fiscal quarter ended February 29, 2000 to
$5.7 million for the fiscal quarter ended February 28, 2001.
Interest Expense. Net interest expense (interest expense less interest
income) decreased $0.5 million from $5.6 million for the fiscal quarter ended
February 29, 2000 to $5.1 million for the fiscal quarter ended February 28,
2001. The decreased net interest expense was due to lower balances on the
Company's revolving credit facility and to increased interest income earned.
Income Taxes. The Company's effective tax rate for the fiscal quarter
ended February 28, 2001 was approximately 42.0% compared to a rate of 57.1% for
the fiscal quarter ended February 29, 2000. The decrease in the current quarter
rate is primarily due to nondeductible permanent differences which applied to
the prior year quarter but not to the fiscal quarter ended February 28, 2001
Extraordinary Item. During February 2001, the Company repurchased $10.0
million of the 10.75% Senior Unsecured Notes due June 9, 2007 for $6.5 million
in cash. An extraordinary net gain of $1.9 million was recorded as a result of
the early retirement of debt.
Comparison of the Six Months ended February 28, 2001 and February 29,
2000
Net Sales. Net sales increased $47.8 million or 9.7% from $494.6
million for the six months ended February 29, 2000 to $542.4 million for the six
months ended February 28, 2001. Retail sales decreased $9.8 million, or 3.7%
from $265.7 million to $255.9 million, while wholesale sales increased $57.5
million or 25.1% from $229.0 million to $286.5 million. The retail sales
decrease was due to a 13.9% decrease in retail petroleum volume and a 13.2%
decrease in retail merchandise sales, partially
14
15
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
offset by a 14.8% increase in retail petroleum prices. The wholesale sales
increase was due to a 0.4% increase in wholesale volume and a 24.5% increase in
wholesale prices.
However, retail sales volume was reduced and wholesale sales volume
correspondingly increased by the transfer of 50 retail locations to a
non-subsidiary affiliate by sale or lease termination on September 29, 2000.
These transactions reduced the Company's retail sales, but increased wholesale
sales, as the Company now supplies these affiliate locations on a wholesale
basis. On a same-store basis, excluding prior period retail sales by these 50
locations, same-store retail petroleum volume increased 0.4%, retail petroleum
prices increased 15.2%, and retail merchandise sales increased 6.2%.
The slight increase in same-store retail petroleum volume and the
increase in same-store merchandise sales was primarily due to the performance of
the locations upgraded under the Company's Capital Improvement Plan completed at
the end of fiscal 1999. The increase in retail and wholesale prices was
primarily due to an increase in worldwide crude oil and petroleum product prices
as reflected by an increase of approximately 30.4% in prices of NYMEX crude oil
contracts for the six months ended February 28, 2001, as compared to the six
months ended February 29, 2000.
Costs of Goods Sold. Costs of goods sold increased $47.0 million or
10.7% from $438.6 million for the six months ended February 29, 2000 to $485.6
million for the six months ended February 28, 2001. Retail costs of goods sold
decreased $5.6 million or 2.4% from $232.4 million to $226.8 million, while
wholesale costs of goods sold increased $52.6 million or 25.5% from $206.2
million to $258.8 million. The increase in consolidated costs of goods sold was
primarily due to a 30.4% increase in worldwide crude oil prices, as indicated by
NYMEX crude oil contract prices for the six months ended February 28, 2001 as
compared to the prior year period. This was partially offset by strong price
discounts on heavy high sulfur crude oil grades versus the light low sulfur
crude oil traded on the NYMEX. The decrease in retail costs of goods sold was
primarily due to the previously discussed sale or lease termination involving 50
retail locations now owned by a non-subsidiary affiliate, since these locations
were supplied on a retail basis in the prior year period, but are now supplied
on a wholesale basis. Costs of goods sold for the six months ended February 28,
2001 was negatively impacted by an approximate $4.4 million decrease in the
value of the Company's working inventories, which increased costs of goods sold.
This was partially offset by a reduction in the LIFO reserve, which increased
the value of the Company's total inventories by $3.5 million. In the six months
ended February 29, 2000, costs of goods sold had benefited from a $10.2 million
increase in the value of working inventories. In the prior year period, LIFO
exceeded market; thus, inventories were valued at net realizable value.
Gross Profit. Gross profit increased $0.8 million from $56.0 million
for the six months ended February 29, 2000 to $56.8 million for the six months
ended February 28, 2001. This increase was primarily due to better wholesale
gasoline and distillate margins and better per unit retail margins, partially
offset by lower asphalt margins, higher costs for purchased fuel gas for the
refinery operations, and the loss of the margin on sales at the 50 retail
locations transferred to a non-subsidiary affiliate.
Operating Expenses. Operating expenses decreased $1.4 million or 3.2%
from $43.5 million for the six months ended February 29, 2000 to $42.1 million
for the six months ended February 28, 2001. This decrease was primarily due to
the elimination of station operating expenses associated with the 50 retail
locations now owned by a non-subsidiary affiliate and to the reduction of retail
overhead expenses
15
16
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
by application of payments received from the non-subsidiary
affiliate under an agreement by which the Company will manage those locations
for the affiliate. These reductions more than offset increased depreciation,
increased expenses for employee health benefits, increased same-station retail
operating expenses for wages and for credit card processing, and increased
professional fees. Increased depreciation was primarily due to capital equipment
installed under the Company's Capital Improvement Plan. Increased same-store
retail wages were primarily due to higher average hourly wages. Increased
same-store credit card processing fees were the result of increased customer use
of "Pay at the Pump" facilities and to higher retail prices, which increase
per-transaction fees.
Operating Income. As a result of the above, operating income increased
$2.1 million from $12.6 million for the six months ended February 29, 2000 to
$14.7 million for the six months ended February 28, 2001.
Interest Expense. Net interest expense (interest expense less interest
income) decreased $1.2 million from $11.2 million for the six months ended
February 29, 2000 to $10.0 million for the six months ended February 28, 2001.
The decreased net interest expense was due to lower balances on the Company's
revolving credit facility and to increased interest income earned.
Income Taxes. The Company's effective tax rate for the six months ended
February 28, 2001 was approximately 42.0% compared to a rate of 53.8% for the
six months ended February 29, 2000. The decrease in the current period rate is
primarily due to nondeductible permanent differences which applied to the prior
year period but not to the six months ended February 28, 2001.
Extraordinary Item. During February 2001, the Company repurchased $10.0
million of the 10.75% Senior Unsecured Notes due June 9, 2007 for $6.5 million
in cash. An extraordinary net gain of $1.9 million was recorded as a result of
the early retirement of debt.
Liquidity and Capital Resources
Working capital (current assets minus current liabilities) at February
28, 2001 was $87.2 million and at August 31, 2000 was $69.2 million. The
Company's current ratio (current assets divided by current liabilities) was
2.5:1 at February 28, 2001 and 2.3:1 at August 31, 2000.
Net cash used in operating activities totaled $1.0 million and $15.4
million for the six months ended February 28, 2001 and February 29, 2000.
Net cash used in investing activities for purchases of property, plant
and equipment totaled $5.6 million and $3.4 million for the six months ended
February 28, 2001 and February 29, 2000 respectively. Also, net cash provided by
investing activities was $23.3 million and $.1 from the sale of assets for the
six months ended February 28, 2001 and February 29, 2000 respectively.
16
17
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Net cash used in financing activities of $6.6 million for the six
months ended February 28, 2001 consisted primarily of the $6.5 million used to
repurchase $10.0 million of 10.75% Senior Unsecured Notes due June 9, 2007. Net
cash provided by financing activities of $16.0 million for the six months ended
February 29, 2000 resulted primarily from net borrowings on the Company's
revolving credit facility.
The Company reviews its capital expenditures on an ongoing basis. The
Company currently has budgeted approximately $6.0 million for capital
expenditures in fiscal 2001. 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 maintenance and non-discretionary capital expenditures during fiscal
2001.
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. The Company expects
to be able to meet its working capital, capital expenditure and debt service
requirements out of cash flow from operations, cash on hand and borrowings under
the Company's secured revolving credit facility (the "Facility") with PNC Bank,
N.A. as Agent Bank. The Company has renegotiated its secured revolving credit
facility to provide for an increase in its revolving credit commitment up to
$50,000,000. The commitment increase became effective January 8, 2001. The
Facility expires on June 9, 2002 and is secured by certain qualifying cash
accounts, accounts receivable, and inventory. The interest rate on borrowings
varies with the Company's earnings and is based on the higher of the bank's
prime rate or Federal funds rate plus 1/4% for base rate borrowings and the
LIBOR rate for Euro-Rate borrowings, which was 7.14% as of February 28, 2001.
In April 2001, the Company declared a dividend in the amount of $1,637,000.
Although the Company is not aware of any pending circumstances which
would change its 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. The Company continues to investigate
strategic acquisitions and capital improvements to its existing facilities.
In February 2000, United States Environmental Protection Agency (USEPA)
issued a final rule requiring the reduction of the sulfur content of gasoline.
The Company anticipates that a material investment of funds will be required
before 2008 to comply with this rule.
Federal, state and local laws and regulations relating to the
environment affect nearly all the operations of the Company. As is the case with
all the companies engaged in similar industries, the Company faces 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. The Company
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.
17
18
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.
18
19
PART II - OTHER INFORMATION
Item 1. None
Item 2. Changes in Securities
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 and Reports on Form 8K
(a) No reports on Forms 8-K have been filed
for the quarter for which this report is
being filed.
19
20
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, 2001
UNITED REFINING COMPANY
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
20
21
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, 2001
KIANTONE PIPELINE CORPORATION
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
21
22
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, 2001
UNITED REFINING COMPANY OF PENNSYLVANIA
----------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
22
23
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, 2001
KIANTONE PIPELINE COMPANY
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
23
24
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, 2001
UNITED JET CENTER, INC.
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
24
25
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, 2001
KWIK-FILL, INC.
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
25
26
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, 2001
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
26
27
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, 2001
BELL OIL CORP.
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
27
28
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, 2001
PPC, INC.
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
28
29
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, 2001
SUPER TEST PETROLEUM, INC.
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
29
30
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, 2001
KWIK-FIL, INC.
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
30
31
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, 2001
VULCAN ASPHALT REFINING CORPORATION
----------------------------------------
(Registrant)
/s/ Myron L. Turfitt
----------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
----------------------------------------
James E. Murphy
Chief Financial Officer
31