1
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 Period Ended May 31, 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
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(Exact name of registrant as specified in its charter)
Pennsylvania 25-1411751
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Bradley Street
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Warren, Pennsylvania 16365
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(address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code 814-726-4674
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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 July 20, 2001:
100.
2
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TABLE OF ADDITIONAL REGISTRANTS
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State of Other Primary Standard IRS Employer
Jurisdiction of Industrial Identification Commission File
Name Incorporation Classification 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
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United Refining Company of Pennsylvania 5541 25-0850960 333-35083-02
Pennsylvania
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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 New York 5170 06-1217388 333-35083-11
Rochester, Inc.
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Bell Oil Corp. Michigan 5541 38-1884781 333-35083-07
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PPC, Inc. Ohio 5541 31-0821706 333-35083-08
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Super Test Petroleum, Inc. Michigan 5541 38-1901439 333-35083-09
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Kwik-Fil, Inc. New York 5541 25-1525615 333-35083-04
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Vulcan Asphalt Refining Corporation Delaware 2911 23-2486891 333-35083-10
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PART I. FINANCIAL INFORMATION PAGE(S)
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Item 1. Financial Statements
Consolidated Balance Sheets -
May 31, 2001 and August 31, 2000 4
Consolidated Statements of Operations -
Nine Months and Quarters Ended May 31, 2001
and 2000 5
Consolidated Statements of Cash Flows -
Nine Months Ended May 31, 2001 and 2000 6
Notes to Consolidated Financial Statements 7-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-17
PART II. OTHER INFORMATION 18
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3
4
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------
MAY 31,
2001 AUGUST 31,
(UNAUDITED) 2000
- -----------------------------------------------------------------------------------------------------
ASSETS
CURRENT:
Cash and cash equivalents $ 33,943 $ 7,430
Accounts receivable, net 40,821 44,304
Inventories 97,786 61,894
Prepaid expenses and other assets 6,351 8,877
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TOTAL CURRENT ASSETS 178,901 122,505
PROPERTY, PLANT AND EQUIPMENT, NET 191,224 207,746
DEFERRED FINANCING COSTS 4,548 5,497
OTHER ASSETS 6,163 4,620
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$380,836 $340,368
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LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT:
Current installments of long-term debt $ 148 $ 150
Accounts payable 37,783 18,434
Income taxes payable 5,041 538
Accrued liabilities 15,875 12,810
Sales, use and fuel taxes payable 15,527 15,809
Deferred income taxes 5,571 5,571
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TOTAL CURRENT LIABILITIES 79,945 53,312
LONG TERM DEBT: LESS CURRENT INSTALLMENTS 190,704 200,961
DEFERRED INCOME TAXES 14,655 13,103
DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN OBLIGATIONS 1,614 1,775
DEFERRED RETIREMENT BENEFITS 18,778 15,738
OTHER NONCURRENT LIABILITIES 264 373
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TOTAL LIABILITIES 305,960 285,262
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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 58,228 47,956
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TOTAL STOCKHOLDER'S EQUITY 74,876 55,106
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$380,836 $340,368
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4
5
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
(IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
-----------------------------------------------------------
2001 2000 2001 2000
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NET SALES $272,383 $276,143 $814,784 $770,762
COSTS OF GOODS SOLD 232,200 244,817 717,788 683,384
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GROSS PROFIT 40,183 31,326 96,996 87,378
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EXPENSES:
Selling, general and administrative expenses 18,086 18,794 54,697 57,074
Depreciation and amortization expenses 2,732 2,550 8,197 7,726
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TOTAL OPERATING EXPENSES 20,818 21,344 62,894 64,800
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OPERATING INCOME 19,365 9,982 34,102 22,578
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OTHER INCOME (EXPENSE):
Interest income 335 49 1,251 163
Interest expense (5,142) (5,907) (16,094) (17,178)
Other, net (219) (901) (739) (1,753)
Costs associated with acquisition -- -- (1,300) --
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(5,026) (6,759) (16,882) (18,768)
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INCOME BEFORE INCOME TAX EXPENSE 14,339 3,223 17,220 3,810
INCOME TAX EXPENSE 6,020 1,372 7,230 1,688
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INCOME BEFORE EXTRAORDINARY ITEM 8,319 1,851 9,990 2,122
EXTRAORDINARY ITEM, NET OF TAXES OF $22 AND $1,389 RESPECTIVELY 31 -- 1,919 --
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NET INCOME $ 8,350 $ 1,851 $ 11,909 $ 2,122
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5
6
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
(IN THOUSANDS)
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NINE MONTHS ENDED
MAY 31,
----------------------------
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 11,909 $ 2,122
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 10,991 10,076
Post-retirement benefits 3,040 2,145
Change in deferred income taxes 3,635 1,488
Gain on extinguishment of debt (3,308) --
(Gain) loss on asset dispositions 231 (38)
Cash used in working capital items (3,632) (42,224)
Other, net (3,691) (766)
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TOTAL ADJUSTMENTS 7,266 (29,319)
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NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 19,175 (27,197)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities (3,714) --
Sale of investment securities 3,497 --
Additions to property, plant and equipment (7,640) (4,610)
Proceeds from asset dispositions 23,533 104
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 15,676 (4,506)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends (1,637) --
Net borrowings on revolving credit facility -- 30,000
Proceeds from issuance of long term debt -- 152
Deferred financing costs -- (50)
Principal reductions of long term debt (6,701) (191)
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (8,338) 29,911
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 26,513 (1,792)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 7,430 8,925
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CASH AND CASH EQUIVALENTS, END OF PERIOD $ 33,943 $ 7,133
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CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS:
Accounts receivable, net $ 3,483 $ (9,852)
Inventories (35,892) (26,121)
Prepaid expenses and other assets 2,526 (3,054)
Accounts payable 19,349 (8,243)
Income taxes payable 4,119 --
Accrued liabilities 3,065 7,215
Sales, use and fuel taxes payable (282) (2,169)
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TOTAL CHANGE $ (3,632) $(42,224)
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UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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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
nine month periods ended May 31, 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.
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8
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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5. INVENTORIES Inventories consist of the following:
MAY 31, 2001
(UNAUDITED) AUGUST 31, 2000
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Crude Oil $29,609 $16,975
Petroleum Products 43,960 22,819
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Total @ LIFO 73,569 39,794
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Merchandise 10,650 9,020
Supplies 13,567 13,080
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Total @ FIFO 24,217 22,100
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Total Inventory $97,786 $61,894
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For the three and nine month periods ended May
31, 2001, the LIFO reserve was reduced by
$1,300,000 and $4,800,000 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
5.81% as of May 31, 2001.
7. SUBSIDIARY GUARANTORS Summarized financial information for the
Company's wholly owned subsidiary guarantors is
as follows (in thousands):
MAY 31, 2001
(UNAUDITED) AUGUST 31, 2000
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Current Assets $ 50,967 $ 45,304
Noncurrent Assets 69,436 85,443
Current Liabilities 113,284 127,180
Noncurrent Liabilities 6,030 9,300
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THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
(UNAUDITED) (UNAUDITED)
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2001 2000 2001 2000
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Net Sales $131,420 $153,910 $389,637 $422,141
Gross Profit 15,831 17,548 45,892 52,382
Operating Income 584 1,331 685 3,562
Net Loss (551) (917) (2,676) (2,259)
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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 NINE MONTHS ENDED
MAY 31, MAY 31,
(UNAUDITED) (UNAUDITED)
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2001 2000 2001 2000
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Net Sales
Retail $130,209 $152,621 $386,117 $418,289
Wholesale 142,174 123,522 428,667 352,473
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$272,383 $276,143 $814,784 $770,762
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Intersegment Sales
Wholesale $ 61,378 $ 70,950 $183,894 $184,177
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Operating Income (Loss)
Retail $ 300 $ 684 $ (270) $ 1,378
Wholesale 19,065 9,298 34,372 21,200
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$ 19,365 $ 9,982 $ 34,102 $ 22,578
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Depreciation and Amortization
Retail $ 765 $ 716 $ 2,295 $ 2,145
Wholesale 1,967 1,834 5,902 5,581
--------------------------------------------------------------------
$ 2,732 $ 2,550 $ 8,197 $ 7,726
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9
10
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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MAY 31, 2001
(UNAUDITED) AUGUST 31, 2000
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Total Assets
Retail $ 97,701 $108,925
Wholesale 283,135 231,443
----------------------------------------
$380,836 $340,368
----------------------------------------
Capital Expenditures
Retail $ 2,445 $ 1,455
Wholesale 5,195 4,445
----------------------------------------
$ 7,640 $ 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 $6,607,000
as of May 31, 2001 and an additional $5,543,000 subsequent thereafter of the
proceeds to repurchase the 10.75% Senior Unsecured Notes (Notes 11 & 12). The
balance has been used for capital expenditures. For the nine months ended May
31, 2001, net sales to the affiliate amounted to $30,897,000.
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 nine months ended May 31, 2001, the Company billed the affiliate
$843,000 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 May 31, 2001 the Company was indebted to the affiliate for $645,000
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 May 31, 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 and March 2001, the Company repurchased $10,165,000 of
10.75% Senior Unsecured Notes due June 9, 2007 for $6,607,000 in cash. An
extraordinary net gain of $1,919,000 was recorded as a result of the early
retirement of debt, consisting of $3,558,000 of retirement discount less
$250,000 of associated debt issuance costs, net of a tax charge of $1,389,000.
12. DIVIDEND
During April 2001, the Company declared and paid a dividend in the
amount of $1,637,000.
13. SUBSEQUENT EVENTS
During June 2001, the Company repurchased an additional $7,000,000 of
10.75% Senior Unsecured Notes due June 9, 2007 for $5,543,000 in cash. An
extraordinary gain of $751,000 will be recorded as a result of this early
retirement of debt, consisting of $1,457,000 of retirement discount less
$162,000 of debt issuance costs, net of a tax charge of $544,000.
Effective June 1, 2001, the Company sold certain intangible assets to
an unrelated entity and realized a $3,000,000 gain on the transaction.
Concurrent with the sale, the Company entered into a 50% joint venture with
the entity for the marketing of asphalt products. This joint venture will be
accounted for using the equity method of accounting.
11
12
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
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Recent Developments
During the fiscal quarter ended May 31, 2001, industry-wide margins on
gasoline and distillate, as indicated by the difference between the prices of
crude oil contracts traded on the New York Mercantile Exchange (NYMEX) and the
prices of NYMEX gasoline and heating oil contracts, improved significantly,
primarily for the months of April and May. This contributed to improved gross
profit, operating income and net income for the Company, as was the case for
many petroleum refiners. The improved margins have been attributed to a
perceived intermediate to long term shortage of refining capacity, particularly
in the United States, as well as to shorter term factors including low levels of
product inventories and operating problems at several U.S. refineries during
this period. For June, industry margins as indicated by NYMEX contracts remained
at the strong levels of April and May, but in NYMEX trading for July and August,
the indicated margins have decreased significantly as product inventories have
risen to more typical levels and U.S. refinery operating problems have been
corrected. However, a number of industry analysts and government officials
continue to express the opinion that there is an intermediate term shortage of
U.S. refining capacity which could cause product prices and refinery margins to
increase sharply again in the near future.
Results of Operations
Comparison of Fiscal Quarters ended May 31, 2001 and May 31, 2000
Net Sales. Net sales decreased $3.7 million or 1.3% from $276.1 million
for the fiscal quarter ended May 31, 2000 to $272.4 million for the fiscal
quarter ended May 31, 2001. Retail sales decreased $22.4 million, or 14.7% from
$152.6 million to $130.2 million, while wholesale sales increased $18.7 million
or 15.1% from $123.5 million to $142.2 million. The retail sales decrease was
due to a 15.9% decrease in retail petroleum volume and a 17.8% decrease in
retail merchandise sales, partially offset by a 2.4% increase in retail
petroleum prices. The wholesale sales increase was due to a 24.8% increase in
wholesale sales volume, partially offset by a 7.9% decrease in wholesale prices.
The retail sales volume was reduced and the 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 4.4%. Same-store
retail petroleum volume increased 0.3%, retail petroleum prices increased 3.0%,
and retail merchandise sales increased 4.0%. On the same comparable basis,
wholesale petroleum volume increased 15.0% and wholesale prices decreased 8.5%.
The increased wholesale volume on a comparable basis was due to higher
crude processing rates at the Company's refinery and to a smaller increase in
product inventory during the quarter ended May 31, 2001 than was the case in the
prior year quarter. The decrease in wholesale prices was due primarily to lower
asphalt prices, as large discounts for heavy sour crude oils with high yields of
asphalt induced refiners to maximize processing of such crude oil grades, thus
increasing the supply of asphalt. The decrease in the total dollar amount of
consolidated sales was due to the lower price realized by selling fuel to the 50
affiliate locations on a wholesale basis in the quarter ended May 31, 2001, as
compared to realizing the full retail pump price at those same locations in the
prior year quarter, when those locations were owned or leased by the Company.
12
13
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
Costs of Goods Sold. Costs of goods sold decreased $12.6 million or
5.1% from $244.8 million for the fiscal quarter ended May 31, 2000 to $232.2
million for the fiscal quarter ended May 31, 2001. Retail costs of goods sold
decreased $20.8 million or 15.3% from $135.6 million to $114.8 million, while
wholesale costs of goods sold increased $8.2 million or 7.5% from $109.2 million
to $117.4 million. The decrease in consolidated costs of goods sold was
primarily due to strong price discounts received by the Company on heavy high
sulfur crude oil grades. The increase in wholesale costs of goods sold was
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 May 31,
2001 was slightly positively impacted by an approximate $0.3 million increase in
the value of the Company's working inventories on a market valuation basis,
which decreased costs of goods sold. This was reinforced by a $1.3 million
reduction in the LIFO reserve, which had the effect of further increasing the
value of the Company's inventories and reducing costs of goods sold. In the
quarter ended May 31, 2000, costs of goods sold had benefited significantly from
a $4.1 million increase in the value of working inventories. No LIFO inventory
adjustment was made in that quarter.
Gross Profit. Gross Profit increased $8.9 million from $31.3 million
for the fiscal quarter ended May 31, 2000 to $40.2 million for the fiscal
quarter ended May 31, 2001. This increase was primarily due to improved
industry-wide margins on gasoline and distillate and to increased price
discounts on heavy sour crude oil grades processed by the Company.
Operating Expenses. Operating expenses decreased $0.5 million or 2.3%
from $21.3 million for the fiscal quarter ended May 31, 2000 to $20.8 million
for the fiscal quarter ended May 31, 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 and increased same-station
retail operating expenses for wages and for credit card processing. 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 increased per-transaction fees.
Operating Income. As a result of the above, operating income increased
$9.4 million from $10.0 million for the fiscal quarter ended May 31, 2000 to
$19.4 million for the fiscal quarter ended May 31, 2001.
Interest Expense. Net interest expense (interest expense less interest
income) decreased $1.1 million from $5.9 million for the fiscal quarter ended
May 31, 2000 to $4.8 million for the fiscal quarter ended May 31, 2001. The
decreased net interest expense was primarily due to lower balances on the
Company's Revolving Credit Facility and Senior Unsecured Notes and to interest
income earned on cash deposits.
Income Taxes. The Company's effective tax rate for the fiscal quarter
ended May 31, 2001 was approximately 42.0% compared to a rate of 42.6% for the
fiscal quarter ended May 31, 2000.
13
14
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
Comparison of the Nine Months ended May 31, 2001 and May 31, 2000
Net Sales. Net sales increased $44.0 million or 5.7% from $770.8
million for the nine months ended May 31, 2000 to $814.8 million for the nine
months ended May 31, 2001. Retail sales decreased $32.2 million, or 7.7% from
$418.3 million to $386.1 million, while wholesale sales increased $76.2 million
or 21.6% from $352.5 million to $428.7 million. The retail sales decrease was
due to a 14.6% decrease in retail petroleum volume and a 14.8% decrease in
retail merchandise sales, partially offset by a 10.2% increase in retail
petroleum prices. The wholesale sales increase was due to a 7.8% increase in
wholesale volume and a 12.6% 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 0.3%, retail petroleum
prices increased 10.8%, and retail merchandise sales increased 5.4%. On the same
comparable basis, wholesale volume increased 0.8% and wholesale prices increased
11.8%.
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 19.1% in prices of NYMEX crude oil
contracts for the nine months ended May 31, 2001, as compared to the nine months
ended May 31, 2000.
Costs of Goods Sold. Costs of goods sold increased $34.4 million or
5.0% from $683.4 million for the nine months ended May 31, 2000 to $717.8
million for the nine months ended May 31, 2001. Retail costs of goods sold
decreased $26.4 million or 7.2% from $368.0 million to $341.6 million, while
wholesale costs of goods sold increased $60.8 million or 19.3% from $315.4
million to $376.2 million. The increase in consolidated costs of goods sold was
primarily due to a 19.1% increase in worldwide crude oil prices, as indicated by
NYMEX crude oil contract prices for the nine months ended May 31, 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
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 period, but are now supplied on a
wholesale basis. Costs of goods sold for the nine months ended May 31, 2001 were
negatively impacted by an approximate $4.8 million decrease in the value of the
Company's working inventories on a market valuation basis, which increased costs
of goods sold. However, this was offset by a reduction in the LIFO reserve,
which increased the value of the Company's total inventories by $4.8 million. In
the nine months ended May 31, 2000, costs of goods sold had benefited from a
$14.4 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 $9.6 million from $87.4 million
for the nine months ended May 31, 2000 to $97.0 million for the nine months
ended May 31, 2001. This increase was primarily due to better industry-wide
gasoline and distillate margins and larger price discounts on heavy high sulfur
crude oil grades processed by the Company.
14
15
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
Operating Expenses. Operating expenses decreased $1.9 million or 2.9%
from $64.8 million for the nine months ended May 31, 2000 to $62.9 million for
the nine months ended May 31, 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 and increased same-station
retail operating expenses for wages and for credit card processing. 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 increased per-transaction fees.
Operating Income. As a result of the above, operating income increased
$11.5 million from $22.6 million for the nine months ended May 31, 2000 to $34.1
million for the nine months ended May 31, 2001.
Interest Expense. Net interest expense (interest expense less interest
income) decreased $2.2 million from $17.0 million for the nine months ended May
31, 2000 to $14.8 million for the nine months ended May 31, 2001. The decreased
net interest expense was due to lower balances on the Company's Revolving Credit
Facility and Senior Unsecured Notes and to increased interest income earned on
cash deposits.
Income Taxes. The Company's effective tax rate for the nine months
ended May 31, 2001 was approximately 42.0% compared to a rate of 44.3% for the
nine months ended May 31, 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 nine months ended May 31, 2001.
Extraordinary Item. During the nine months ended May 31, 2001, the
Company repurchased $10.2 million of the 10.75% Senior Unsecured Notes due June
9, 2007, for $6.6 million in cash. An extraordinary gain net of taxes 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 May 31,
2001 was $99.0 million and at August 31, 2000 was $69.2 million. The Company's
current ratio (current assets divided by current liabilities) was 2.2:1 at May
31, 2001 and 2.3:1 at August 31, 2000.
Net cash provided by operating activities totaled $19.2 million for the
nine months ended May 31, 2001 and net cash used in operating activities was
$27.2 million for the nine months ended May 31, 2000.
Net cash used in investing activities for purchases of property, plant
and equipment totaled $7.6 million and $4.6 million for the nine months ended
May 31, 2001 and May 31, 2000 respectively. Also, net cash provided from asset
dispositions was $23.3 million and $0.1 million for the nine months ended May
31, 2001 and May 31, 2000 respectively.
15
16
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 $8.3 million for the nine
months ended May 31, 2001 consisted primarily of the $6.7 million used to
repurchase $10.2 million of 10.75% Senior Unsecured Notes due July 9, 2007. Net
cash provided by financing activities of $29.9 million for the nine months ended
May 31, 2000 resulted primarily from net borrowings on the Company's revolving
credit facility. In April 2001, the Company declared and paid a dividend in the
amount of $1,637,000.
The Company reviews its capital expenditures on an ongoing basis. The
Company currently has budgeted approximately $8.0 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 5.81% as of May 31, 2001. In
April 2001, the Company declared and paid a dividend in the amount of
$1,637,000.
During June 2001, the Company repurchased an additional $7,000,000 of
10.75% Senior Unsecured Notes due June 9, 2007 for $5,543,000 in cash. An
extraordinary gain of $751,000 will be recorded as a result of this early
retirement of debt, consisting of $1,457,000 of retirement discount less
$162,000 of debt issuance costs, net of a tax charge of $544,000.
Effective June 1, 2001, the Company sold certain intangible assets to
an unrelated entity for $3,000,000 in cash. Concurrent with the sale, the
Company entered into a 50% joint venture with the entity for the marketing of
asphalt products. This joint venture will be accounted for using the equity
method of accounting.
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, the 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
16
17
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
- --------------------------------------------------------------------------------
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.
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.
17
18
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
The judgment entered in the lawsuit between the Company and the
Pennsylvania Environmental Defense Foundation ("PEDF") on March 21,
2000 was paid and fully satisfied of record in the United States
District Court for the Western District of Pennsylvania on June 22,
2001. This judgment did not have a material effect on the Company's
results of operations or financial position.
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.
18
19
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: July 20, 2001
UNITED REFINING COMPANY
---------------------------------------
(Registrant)
/s/ Myron L. Turfitt
---------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
---------------------------------------
James E. Murphy
Chief Financial Officer
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: July 20, 2001
KIANTONE PIPELINE CORPORATION
---------------------------------------
(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: July 20, 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
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: July 20, 2001
KIANTONE PIPELINE COMPANY
---------------------------------------
(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: July 20, 2001
UNITED JET CENTER, INC.
---------------------------------------
(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: July 20, 2001
KWIK-FILL, 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: July 20, 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
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: July 20, 2001
BELL OIL CORP.
---------------------------------------
(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: July 20, 2001
PPC, INC.
---------------------------------------
(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: July 20, 2001
SUPER TEST PETROLEUM, 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: July 20, 2001
KWIK-FIL, 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: July 20, 2001
VULCAN ASPHALT REFINING CORPORATION
---------------------------------------
(Registrant)
/s/ Myron L. Turfitt
---------------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
---------------------------------------
James E. Murphy
Chief Financial Officer
30