1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 1995 OR - --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission File Number 1-3876 HOLLY CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 75-1056913 - ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 Crescent Court, Suite 1600 Dallas, Texas 75201-6927 - ------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 871-3555 - -------------------------------------------------------------------------------- Former name, former address and former fiscal year, if changed since last report 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 --- --- 8,253,514 shares of Common Stock, par value $.01 per share, were outstanding on December 8, 1995. 2 HOLLY CORPORATION INDEX Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheet - October 31, 1995 (Unaudited) and July 31, 1995 3 Consolidated Statement of Income (Unaudited) - Three Months Ended October 31, 1995 and 1994 4 Consolidated Statement of Cash Flows (Unaudited) - Three Months Ended October 31, 1995 and 1994 5 Notes to Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 4. Submission of Matters to a Vote of Securities Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 2 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements HOLLY CORPORATION CONSOLIDATED BALANCE SHEET (Dollars in Thousands Except Per Share Amounts) Unaudited October 31, July 31, 1995 1995 -------- --------- ASSETS ------ Current assets Cash and cash equivalents $ 28,059 $ 13,432 Accounts receivable: Trade 39,136 37,733 Crude oil 42,326 48,092 -------- -------- 81,462 85,825 Inventories: Crude oil and refined products 29,280 35,649 Materials and supplies 6,239 6,532 -------- -------- 35,519 42,181 Income taxes receivable - 1,540 Prepayments and other 10,667 10,032 -------- -------- Total current assets 155,707 153,010 Properties, plants and equipment, at cost 253,904 249,814 Less accumulated depreciation, depletion and amortization 121,631 118,629 -------- -------- 132,273 131,185 Other assets 2,240 3,189 -------- -------- $290,220 $287,384 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities Accounts payable $101,193 $106,817 Accrued liabilities 13,831 13,702 Income taxes payable 3,099 476 Current maturities of long-term debt 10,775 14,275 -------- -------- Total current liabilities 128,898 135,270 Deferred income taxes 17,521 17,506 Long-term debt, less current maturities 58,065 54,565 Contingencies Stockholders' equity Preferred stock, $1.00 par value - 1,000,000 shares authorized; none issued - - Common stock, $.01 par value - 20,000,000 shares authorized; 8,650,282 shares issued 87 87 Additional capital 6,132 6,132 Retained earnings 80,086 74,803 -------- -------- 86,305 81,022 Common stock held in treasury, at cost - 396,768 shares (569) (569) Deferred charge - amount due from ESOP - (410) -------- -------- Total stockholders' equity 85,736 80,043 -------- -------- $290,220 $287,384 ======== ======== See accompanying notes. 3 4 HOLLY CORPORATION CONSOLIDATED STATEMENT OF INCOME (Dollars in Thousands Except Per Share Amounts) Unaudited Three Months Ended October 31, -------------------------------- 1995 1994 ---------- ---------- Revenues Net Sales $164,719 $ 160,600 Miscellaneous 119 124 --------- --------- 164,838 160,724 Costs and expenses Cost of sales 144,990 139,247 General and administrative 3,429 3,355 Depreciation, depletion and amortization 3,973 3,523 Exploration expenses, including dry holes 561 466 Miscellaneous 96 28 --------- --------- 153,049 146,619 --------- --------- Income from operations 11,789 14,105 Other Interest income 331 181 Interest expense (1,909) (2,120) --------- --------- (1,578) (1,939) --------- --------- Income before income taxes and cumulative effect of change in accounting for turnarounds 10,211 12,166 Income tax provision Current 4,168 4,501 Deferred (60) 413 --------- --------- 4,108 4,914 --------- --------- Income before cumulative effect of change in accounting method 6,103 7,252 Cumulative effect to August 1, 1994 of change in accounting for turnarounds, net of taxes - 5,703 --------- --------- Net income $ 6,103 $ 12,955 ========= ========= Income per common share Income before cumulative effect of change in accounting method $ .74 $ .88 Cumulative effect to August 1, 1994 of change in accounting for turnarounds, net of taxes - .69 --------- --------- Net income $ .74 $ 1.57 ======== ========= Cash dividends paid per share $ .10 $ .10 Average number of shares of common stock outstanding (in thousands) 8,254 8,254 See accompanying notes. 4 5 HOLLY CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Thousands) Unaudited Three Months Ended October 31, ---------------------------- 1995 1994 -------- -------- Cash flows from operating activities Net income $ 6,103 $ 12,955 Adjustments to reconcile net income to net cash provided by operating activities Depreciation, depletion and amortization 3,973 3,523 Deferred income taxes (60) 413 Dry hole costs and leasehold impairment 112 2 Cumulative effect to August 1, 1994 of change in accounting for turnarounds - (5,703) (Increase) decrease in operating assets Accounts receivable 4,363 18,156 Inventories 6,662 6,551 Income taxes receivable 1,540 697 Prepayments and other (685) 253 Increase (decrease) in operating liabilities Accounts payable (5,624) (21,947) Accrued liabilities 204 1,625 Income taxes payable 2,628 3,656 Other, net 438 (2,514) -------- -------- Net cash provided by operating activities 19,654 17,667 Cash flows from financing activities Cash dividends (825) (825) -------- -------- Net cash used for financing activities (825) (825) Cash flows from investing activities Additions to properties, plants and equipment (4,202) (3,736) -------- -------- Net cash used for investment activities (4,202) (3,736) -------- -------- Cash and cash equivalents Increase for the period 14,627 13,106 Beginning of year 13,432 3,297 -------- -------- End of period $ 28,059 $ 16,403 ======== ======== Supplemental disclosure of cash flow information Cash paid during period for Interest $ 278 $ 290 Income taxes $ - $ 100 See accompanying notes. 5 6 HOLLY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Presentation of Financial Statements In the opinion of the Company, the accompanying consolidated financial statements, which have not been audited by independent accountants (except for the consolidated balance sheet as of July 31, 1995), reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's consolidated financial position as of October 31, 1995, the consolidated results of operations for the three months ended October 31, 1995 and 1994, and consolidated cash flows for the three months ended October 31, 1995 and 1994. Certain notes and other information have been condensed or omitted. Therefore, these financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1995. References herein to the "Company" are for convenience of presentation and may include obligations, commitments or contingencies that pertain solely to one or more affiliates of the Company. Results of operations for the first three months of fiscal 1996 are not necessarily indicative of the results to be expected for the full year. Note B - Debt In November 1995, the Company completed the funding from a group of insurance companies of a new private placement of Senior Notes in the amount of $39 million and the extension of $21 million of previously outstanding Senior Notes. The new $39 million Series C Notes have a 10-year life, require equal annual principal payments of $5,571,000 beginning December 15, 1999, and bear interest at 7.62%. The new $21 million Series D Notes, for which previously issued Series B Notes were exchanged, have a ten-year life, require equal annual principal payments of $3,000,000 beginning December 15, 1999, and bear interest at an initial rate of 10.16%, with reductions to 7.82% for the periods subsequent to the original maturity dates of the exchanged Series B Notes. Both the new notes and the extension notes have other terms and conditions similar to the previously outstanding Senior Notes. At October 31, 1995, $3,500,000 of current maturities have been reclassified to long-term as result of this transaction. Maturities of long-term debt subsequent to October 31, 1995 for the next five fiscal years are as follows: 1996 -- $10,775,000; 1997 -- $10,775,000; 1998 - $10,775,000; 1999 -- $5,175,000 and 2000 -- $13,746,000. 6 7 HOLLY CORPORATION Notes to Consolidated Financial Statements (Continued) Note C - Contingencies In July 1993, the United States Department of Justice (DOJ), on behalf of the United States Environmental Protection Agency (EPA), filed a suit against the Company's subsidiary, Navajo Refining Company (Navajo) alleging that, beginning in September 1990 and continuing through the present, Navajo has violated and continues to violate the Resource Conservation and Recovery Act (RCRA) and implementing regulations of the EPA by treating, storing and disposing of certain hazardous wastes without compliance with regulatory requirements. The Company believes that the parties are in the final stage of negotiating a resolution of the litigation. If settled as anticipated, the Company would close the existing evaporation ponds of its wastewater management system at a cost believed to be substantially less than $1 million. The settlement also contemplates that the Company would implement one of several alternatives to the existing wastewater treatment system. Depending upon which approach is utilized, the Company could incur total costs of approximately $3 million over the next several years. The costs to implement an alternative wastewater treatment system would be capitalized and amortized over the future useful life of the resulting asset in accordance with generally accepted accounting principles. The settlement with the DOJ also is expected to involve the payment of civil penalty of less than $2 million. In fiscal 1993, the Company recorded a $2 million reserve for the litigation. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net income for the first quarter ended October 31, 1995 was $6.1 million as compared to $13.0 million, which included a gain of $5.7 million for an accounting change, for the first quarter of the prior year. Excluding the effects of the change in accounting for turnarounds, net income decreased in the current year's first quarter as compared to the same period of fiscal 1995. Refinery margins, were less than in the first quarter of the prior year as crude oil costs were slightly higher and product prices were slightly lower in the current year's first quarter as compared to the prior year's first quarter. Partially offsetting the lower margins in the fiscal 1996 first quarter was an increase of 5% in sales volumes over the prior year's first quarter. Revenues increased in the quarter ended October 31, 1995 from the prior year's comparable period as a result of the greater sales volumes, partially offset by the decrease in product prices. 7 8 HOLLY CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Effective August 1, 1994, the Company changed its method of accounting for turnaround costs. Turnarounds consist of preventive maintenance on major processing units as well as the shutdown and restart of all units, and generally are scheduled at two to three year intervals. Previously, the Company estimated the costs of the next scheduled turnaround and ratably accrued the related expenses prior to the actual turnaround. To provide for a better matching of turnaround costs with revenues, the Company changed its accounting method for turnaround costs to one that results in the amortization of costs incurred over the period until the next scheduled turnaround. The cumulative effect of this accounting change through the 1994 fiscal year was an increase in net income in the first quarter of fiscal 1995 of $5.7 million. Financial Condition Cash flows from operations during the three months ended October 31, 1995 exceeded capital expenditures and dividends paid, resulting in a net increase of cash and cash equivalents of $14.6 million. Working capital increased during the three months ended October 31, 1995 by $9.1 million to $26.8 million. At October 31, 1995, the Company had $25 million of borrowing capacity under the Credit Agreement which can be used for short term working capital needs. The Company believes that these sources of funds, together with future cash flows from operations and a new private placement and extension of debt as described below should provide sufficient resources, financial strength and flexibility for the Company to satisfy its liquidity needs, capital requirements, and debt service obligations and to permit the payment of dividends for the foreseeable future. Net cash provided by operating activities amounted to $19.7 million in the first three months of fiscal 1996, as compared to $17.7 million in the same period of the prior year. The change in the method of accounting for turnaround costs did not have any effect on cash provided from operations. The net change in working capital accounts for both periods was comparable. 8 9 HOLLY CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Cash flows used for investing activities were $4.2 million in the first three months of fiscal 1996, as compared to $3.7 million in the same period of the prior year, all of which amounts were for capital expenditures. The Company has adopted capital budgets totalling $44 million for fiscal 1996. The major components of this budget are projects relating to the Company's 60,000 barrel per day Navajo Refinery in Artesia, New Mexico. The projects involve refinery upgrades to improve product yields, a joint venture to ship liquid petroleum gas (LPGs) to Mexico, and construction of a new 12" pipeline from the Navajo Refinery to El Paso, Texas. The Company believes its presently scheduled capital projects will improve product yields and enhance refining profitability. The first of these projects, a UOP Isomerization unit, will increase the refinery's internal octane generating capabilities and will result in improved light product yields. This unit is expected to be operational during the fourth quarter of fiscal 1996. In addition, the Company has determined to make certain state-of-the-art upgrades to its fluid catalytic cracking unit (FCC), which will improve FCC high value product yields. Engineering and equipment procurement for this project will proceed during fiscal 1996, with completion and realization of benefits occurring during fiscal 1997. The total estimated cost of these two projects is $12.5 million. The Company has entered into a joint venture with Mapco and Amoco Pipeline to transport LPGs to Mexico. In connection with this project, a new 12" pipeline will be constructed from the Navajo refinery in Artesia, New Mexico to El Paso, Texas which should result in reduced operating expenses at current throughputs and position Navajo to transport higher volumes in the event of future refinery expansion. The new line will replace an 8" pipeline currently used by Navajo which, in turn, is to be transferred to the joint venture. The Company's total net cash investment in the project, including a 25% interest in the joint venture, is estimated to be $22 million. The remainder of the approved capital budgets will be for various refinery improvements, environmental and safety enhancements and approximately $2 million for oil and gas exploration and production activities. 9 10 HOLLY CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Cash flows used for financing activities amounted to $.8 million in the first three months of fiscal 1996, as compared to $.8 million in the same period of the prior year, all of which were for dividends. In November 1995, the Company completed the funding from a group of insurance companies of a new private placement of Senior Notes in the amount of $39 million and the extension of $21 million of previously outstanding Senior Notes. This private placement is intended to finance the Company's $44 million capital budget for the 1996 fiscal year, and to enhance the Company's future investment flexibility and financial strength. The $39 million of new Senior Notes will have a 10 year maturity, with equal annual principal payments of $5.6 million beginning at the end of the fourth year, and an interest rate of 7.62%. The extension of $21 million of previously issued Series B Notes extends the final maturity of these notes from June 2001 to December 2005, with the first principal payment date changed from June 1996 to December 1999, and with an interest rate of 7.82% for the period subsequent to the original maturity date. Both the new notes and the extension notes have other terms and conditions similar to the previously outstanding Senior Notes. With the closing of this transaction, maturities of long-term debt for the next five fiscal years are now as follows: 1996 -- $10,775,000; 1997 -- $10,775,000; 1998 -- $10,775,000; 1999 -- $5,175,000 and 2000 -- $13,746,000. Diamond Shamrock, Inc., an independent refiner and marketer, completed in November 1995 the construction of a 409-mile, ten-inch refined products pipeline from its McKee refinery near Dumas, Texas to El Paso, the Company's largest market. Diamond Shamrock announced that this pipeline will have an initial capacity of 27,000 BPD, and that Diamond Shamrock intends to use its pipeline to supply fuels to the El Paso, New Mexico, Arizona and northern Mexico markets. The Diamond Shamrock pipeline should substantially increase the supply of products in the Company's principal markets. In June 1995, an investor group announced that it was negotiating to purchase an existing crude oil pipeline running from West Texas to a refinery near Houston as part of the investor group's plan to reverse the line and extend it for use in transporting refined products from the Gulf Coast to El Paso. There have been periodic reports since then that the group is taking steps to attempt to bring the project to fruition. If such a project were to be consummated, there would be a substantial increase in supply for the Company's markets. Neither the viability of this project nor its long-term ramifications can presently be ascertained. 10 11 HOLLY CORPORATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) At times in the past, the common carrier pipelines used by the Company to serve the Tucson and Phoenix markets have been operated at or near their capacity. In addition, the common carrier pipeline used by the Company to serve the Albuquerque market currently is operating at or near capacity. As a result, the volume of refined products that the Company and other shippers have been able to deliver to these markets at times has been limited. In general, there is no assurance that the Company will not experience future constraints on its ability to deliver its products through common carrier pipelines or that any existing constraints will not worsen. In particular, the flow of additional product into El Paso for shipment to Arizona, either as a result of the new Diamond Shamrock pipeline or otherwise, could result in the reoccurrence of such constraints. In July 1993, the United States Department of Justice (DOJ), on behalf of the United States Environmental Protection Agency (EPA), filed a suit against the Company's subsidiary, Navajo Refining Company (Navajo) alleging that, beginning in September 1990 and continuing through the present, Navajo has violated and continues to violate the Resource Conservation and Recovery Act (RCRA) and implementing regulations of the EPA by treating, storing and disposing of certain hazardous wastes without compliance with regulatory requirements. The Company believes that the parties are in the final stages of negotiating a resolution of the litigation. If settled as anticipated, the Company would close the existing evaporation ponds of its wastewater management system at a cost believed to be substantially less than $1 million. The settlement also contemplates that the Company would implement one of several alternatives to the existing wastewater treatment system. Depending upon which approach is utilized, the Company could incur total costs of approximately $3 million over the next several years. The costs to implement an alternative wastewater treatment system would be capitalized and amortized over the future useful life of the resulting asset in accordance with generally accepted accounting principles. The settlement with the DOJ also is expected to involve the payment of a civil penalty of less than $2 million. In fiscal 1993, the Company recorded a $2 million reserve for the litigation. 11 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings In July 1993, the DOJ, acting on behalf of the EPA, filed a complaint in the United States District Court for the District of New Mexico alleging that Navajo, beginning in September 1990 and continuing until the present, had violated and continues to violate the RCRA and implementing regulations of the EPA by treating, storing and disposing of certain hazardous wastes without necessary authorization and without compliance with regulatory requirements. The complaint seeks a court order directing Navajo to comply with these regulatory standards and civil penalties for the alleged non- compliance. The Company believes that the parties are in the final stages of negotiations that should resolve the litigation. Based on these negotiations, the Company would close the existing evaporation ponds of its wastewater management system and implement an alternative wastewater treatment system. Any settlement with DOJ and EPA also is expected to involve payment of a civil penalty. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note C to the Consolidated Financial Statements. Item 4. Submission of Matters to a Vote of Securities Holders At the annual meeting of stockholders of December 14, 1995, all seven of the management's nominees for directors as listed in the proxy statement were elected. SCHEDULE OF VOTES CAST FOR EACH DIRECTOR Total Shares Voted Total Shares Voted "For" "Withheld" ------------------- ------------------ Matthew P. Clifton 7,004,855 17,461 Marcus R. Hickerson 7,006,259 16,057 A. J. Losee 7,005,133 17,183 Thomas K. Matthews, II 7,002,351 19,965 Robert G. McKenzie 7,005,867 16,449 Lamar Norsworthy 7,004,855 17,461 Jack P. Reid 7,004,855 17,461 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: See Index to Exhibits on page 14. (b) Reports on Form 8-K: None. 12 13 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HOLLY CORPORATION -------------------------- (Registrant) Date: December 14, 1995 By /S/Henry A.Teichholz -------------------------- Henry A. Teichholz Vice President, Treasurer and Controller (Duly Authorized Principal Financial and Accounting Officer) 13 14 HOLLY CORPORATION INDEX TO EXHIBITS (Exhibits are numbered to correspond to the exhibit table in Item 601 of Regulation S-K) Exhibit Number Description ------ ----------- 4.1 - Third Amendment to First Amended and Restated Credit Agreement, dated as of November 15, 1995, among Holly Corporation, Navajo Refining Company, Holly Petroleum, Inc., Navajo Pipeline Co., Navajo Holdings, Inc., Lea Refining Company, Navajo Western Asphalt Company, Montana Refining Company, a Partnership and Navajo Crude Oil Marketing Company, NationsBank of Texas, N.A., as Agent, and NationsBank of Texas, N.A., Banque Paribas, The First National Bank of Boston, and The Bank of Nova Scotia. 4.2 - Guaranty, dated as of November 1, 1995, of Navajo Crude Oil Marketing Company and Navajo Western Asphalt Company in favor of New York Life Insurance Company, John Hancock Mutual Life Insurance Company, John Hancock Variable Life Insurance Company, Confederation Life Insurance Company, The Penn Insurance and Annuity Company, The Penn Mutual Life Insurance Company, The Manhattan Life Insurance Company, The Union Central Life Insurance Company, Safeco Life Insurance Company, American International Life Assurance Company of New York, Pan-American Life Insurance Company and Jefferson-Pilot Life Insurance Company. 4.3 - Letter of Consent, Waiver and Amendment, dated as of November 15, 1995, among Holly Corporation, and New York Life Insurance Company, John Hancock Mutual Life Insurance Company, John Hancock Variable Life Insurance Company, Confederation Life Insurance Company, The Penn Insurance and Annuity Company, The Penn Mutual Life Insurance Company, The Manhattan Life Insurance Company, The Union Central Life Insurance Company, Safeco Life Insurance Company, American International Life Assurance Company of New York, Pan-American Life Insurance Company and Jefferson-Pilot Life Insurance Company. 14 15 Exhibit Number Description ------ ----------- 4.4 - 7.62% Series C Senior Note of Holly Corporation, dated as of November 21, 1995, to John Hancock Mutual Life Insurance Company, with schedule attached thereto of five other substantially identical Notes which differ only in the respects set forth in such schedule. 4.5 - Series D Senior Note of Holly Corporation, dated as of November 21, 1995, to John Hancock Mutual Life Insurance Company, with schedule attached thereto of three other substantially identical Notes which differ only in the respects set forth in such schedule. 4.6 - Note Agreement of Holly Corporation, dated as of November 15, 1995, to John Hancock Mutual Life Insurance Company, with schedule attached thereto of five other substantially identical Note Agreements which differ only in the respects set forth in such schedule. 4.7 - Guaranty, dated as of November 15, 1995, of Navajo Refining Company, Navajo Pipeline Company, Lea Refining Company, Navajo Holdings, Inc., Navajo Western Asphalt Company and Navajo Crude Oil Marketing Company in favor of John Hancock Mutual Life Insurance Company, John Hancock Variable Life Insurance Company, Alexander Hamilton Life Insurance Company of America, The Penn Mutual Life Insurance Company, AIG Life Insurance Company an Pan-American Life Insurance Company. 27 - Financial Data Schedule 15