1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2000; Commission File Number 1-14159
HUNTWAY REFINING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4680045
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
25129 The Old Road, #322
Newhall, California 91381
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (661) 286-1582
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [X]
At March 23, 2001, the aggregate market value of the Common Stock held by
persons other than directors and officers of the registrant and beneficial
owners of 5% or more of the Common Stocks was approximately $10,896,000 based
upon the closing price on the New York Stock Exchange Composite tape. At March
23, 2001, there were 15,004,771 shares outstanding.
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HUNTWAY REFINING COMPANY
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000
PART I PAGE
----
Item 1 Business 3
Item 2 Properties 8
Item 3 Legal Proceedings 9
Item 4 Submission of Matters to a Vote of Security Holders 9
PART II
Item 5 Market for Registrant's Common Equity and Related
Stockholder Matters 10
Item 6 Selected Financial Data 11
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 7A Quantitative and Qualitative Disclosures About
Market Risk 23
Item 8 Financial Statements and Supplementary Data 25
Item 9 Changes in and Disagreements with Accountants 42
on Accounting and Financial Disclosure
PART III
Item 10 Directors and Executive Officers of the Registrant 43
Item 11 Executive Compensation 45
Item 12 Security Ownership of Certain Beneficial Owners
and Management 49
Item 13 Certain Relationships and Related Transactions 51
PART IV
Item 14 Exhibits, Financial Statements, Financial Statement 52
Schedules, and Reports on Form 8-K
Signatures 58
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PRODUCTS AND MARKETS
Market Area
Huntway markets liquid asphalt primarily in California and, to a lesser extent,
in Nevada, Arizona, Mexico and certain South Pacific islands. The market area
served by the Wilmington refinery includes the southern portion of California
from Bakersfield to San Diego, into Baja California in Mexico, and east into
southern Nevada and Arizona (the "Southern Market"). The market area covered by
the Benicia refinery includes northern California from Monterey and Modesto
north to southern Oregon and east to northern Nevada and Utah (the "Northern
Market").
Liquid Asphalt
Liquid asphalt is one of Huntway's two principal products and accounted for
approximately 50%, 54% and 61% of its revenues in 2000, 1999 and 1998,
respectively. The principal uses of liquid asphalt are in road paving and, to a
lesser extent, manufacturing roofing products. About 95% of Huntway's liquid
asphalt sales by volume is used for pavement applications. The remaining 5% is
sold for use in producing roofing products, such as tarpaper, roofing shingles
and built-up roofing products, and as a component of heavy fuel oil and other
specialty products.
Paving grade liquid asphalt, including grades set by standards developed by the
National Highway and Transportation Administration's Strategic Highway Research
Program ("SHRP") or set by the American Association of State Highway and
Transportation Officials, is sold by Huntway to hot mix asphalt producers,
material supply companies, contractors and government agencies. These customers,
in turn, mix liquid asphalt with sand and gravel to produce "hot mix asphalt"
which is used for road paving. In addition to conventional paving grade asphalt,
Huntway also produces "modified" and "cutback" asphalt products. Modified
asphalt is a blend of recycled plastics, rubber and polymer materials with
liquid asphalt, which produces a more durable product that can withstand greater
changes in temperature. Cutback asphalt is a blend of liquid asphalt and lighter
petroleum products and is used primarily to repair asphalt road surfaces. In
addition, some of Huntway's paving grade and modified asphalts are sold as base
stocks for emulsified asphalt products that are primarily used for pavement
maintenance.
Demand for liquid asphalt is generally lowest in the first quarter of the year,
somewhat higher in the second and fourth quarters and peaks in the third
quarter. Liquid asphalt sales in the Northern Market are somewhat more seasonal
than sales in the Southern Market due to the rain and cold weather usually
experienced in the Northern Market during the winter months, which limit road
paving activities.
Liquid asphalt customers primarily take delivery via trucks at the refineries.
Light-End Products
In addition to liquid asphalt, Huntway's two California refineries produce
certain unfinished light-end products that are primarily sold to other more
sophisticated refiners for use as intermediate feedstocks in the production of
gasoline, diesel and jet fuel. These products, described below, constitute
approximately one-half of total production (as measured by barrels produced),
with liquid asphalt comprising the other half. Huntway's light-end products are
generally priced at a discount from the wholesale price of finished gasoline and
diesel fuel in California and accounted for approximately 50%, 46% and 39% of
revenues in 2000, 1999 and 1998, respectively. Light-end customers primarily
take delivery of the product via pipelines, rail cars or barges.
Gas Oil
Gas oil is primarily used by other refiners as a feedstock for producing
gasoline and diesel fuel. It may also be used to make marine diesel fuel or as a
blending stock to make bunker fuel. It is generally priced at a discount to a
combination of wholesale gasoline and diesel fuel prices.
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Kerosene Distillate and Naphtha
Kerosene distillate is primarily sold to customers to be used as a refinery
feedstock and is generally priced at a discount to wholesale diesel fuel prices.
Huntway also produces gasoline range naphtha, which is sold to other refiners
for further processing into finished gasoline products. It is generally priced
at a discount to wholesale gasoline prices.
Bunker Fuel Blend Stock
This product is blended with lower viscosity blend stock to make finished marine
fuels used by oceangoing ships and barges, and is sold primarily to ship
bunkering companies. Bunker fuel sales were insignificant in 2000, 1999 and
1998.
MAJOR CUSTOMERS
In 2000 and 1999, Ultramar Diamond Shamrock accounted for approximately 40% and
30% of revenues, respectively. Ultramar Diamond Shamrock and Mobil Corporation
accounted for 17% and 11% of revenues, respectively, in 1998. Sales to these
customers were for light-end products.
Recently, Ultramar Diamond Shamrock gave 60-day notice to Huntway canceling its
existing contracts for the purchase of light end products generally effective
March 25, 2001. Huntway has negotiated replacement sales agreements for a
portion of the affected products and believes that it can place the remainder in
the ordinary course of business. However, the Company will not be able realize a
comparable margin on its light products in 2001 as it would have had it
continued to sell them under the canceled agreements and may not in future
years.
FACTORS AFFECTING DEMAND FOR LIQUID ASPHALT
General
Demand for liquid paving asphalt products is primarily affected by federal,
state and local highway spending, as well as the general state of the California
economy, which drives commercial construction. Another factor is weather, as
asphalt paving projects are usually shut down in cold, wet weather conditions.
All of these demand factors are beyond the control of the Company. Government
highway spending provides a source of demand which has been relatively
unaffected by normal business cycles but is dependent on appropriations. During
2000 and 1999, approximately 70% of liquid asphalt sales were ultimately funded
by the public sector as compared to approximately 75% in 1998.
The California economy remained robust through 2000, and as a result, management
believes that road construction and repair activity in both the private and
public sectors grew by approximately 6% over 1999. Further expansion has been
forecast for California in 2001 although it may level off as a result of
uncertainties associated with, among other things, the delivery of electricity
and the decline in the technology industry. Growth in the California economy
generally bodes well for the Company, as increased business activity results in
increased construction activity, including increased new road construction and
increased repair efforts on existing roads in both the public and private
sectors. Private asphalt demand increased at a faster rate through 1998 and 1999
due to the improvement in the California economy and leveled off in 2000.
Historically, private sector demand has accounted for approximately 30% of
Huntway's liquid asphalt sales during periods of economic prosperity and it
returned to that level in 2000 and 1999. In 1998 such sales accounted for
approximately 20% to 25% of Huntway's liquid asphalt sales.
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Government Funding
General
As Huntway's refineries are located in California, the following discussion
focuses on government highway funds available in California.
Federal Funding
Federal funding of highway projects is accomplished through the Federal Aid
Highway Program. The Federal Aid Highway Program is a federally assisted,
state-administered program that distributes federal funds to the states to
construct and improve urban and rural highway systems. The program is
administered by the Federal Highway Administration ("FHWA"), an agency of the
Department of Transportation. Nearly all federal highway funds are derived from
gasoline user taxes assessed at the pump.
In June 1998, the $217 billion federal highway bill, officially known as the
Transportation Equity Act for the 21st Century or TEA-21, was enacted. The bill
is estimated to increase transportation-related expenditures by 51% or $850
million a year in California alone over a six fiscal year period beginning
October 1, 1997. For fiscal 2000, 1999 and 1998 funding apportioned to
California under this legislation was $2.66 billion, $2.42 billion and $2.07
billion, respectively; for fiscal 2001 such funding apportioned to California is
$2.75 billion. The average California apportionment over the six year period
ending in October 2003 is estimated to be $2.5 billion per year or a total of
$15 billion. Of this amount, approximately $4.65 billion has been designated for
Interstate Maintenance and the National Highway System while another $4.56
billion has been designated for the Surface Transportation and the Congestion
Mitigation and Air Quality Improvement programs, which concentrate on state and
local roadways. However, while Huntway believes it has benefited from and should
benefit in the future from such funding increases there can be no guarantee that
it will in fact do so in the future.
State and Local Funding
In addition to federal funding for highway projects, states individually fund
transportation improvements with the proceeds of a variety of gasoline and other
taxes. In California, the California Department of Transportation ("CALTRANS")
administers state expenditures for highway projects. According to the Department
of Finance for the State of California funding available from the State Highway
Account is estimated to average $1.13 billion per year over the next 10 years
excluding the Seismic Retrofit Bond Fund. This compares to an average of $0.36
billion over the previous ten years.
In November 1998, the California electorate passed Proposition 2. Proposition 2
protects the State Transportation Fund by requiring that any funds borrowed from
the California State Transportation Fund be repaid with interest within one year
except in the case of a fiscal emergency. In that case funds must be repaid
within three years with interest.
In November 2000 the California electorate passed Proposition 35. Proposition 35
allows the use of private engineers and architects by the State in the design
and planning of transportation infrastructure projects. Management believes that
the passage of this initiative will allow the acceleration of the design and
construction of road and highway projects throughout the state of California and
accordingly, will increase annual demand for liquid asphalt.
Local governmental units (such as cities, counties and townships) provide
additional funding for road and highway projects through various taxes and bond
issues.
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CRUDE OIL SUPPLY
Huntway's refineries require approximately 19,000 bpd of crude oil when
operating at their full capacities. According to the 2000 Refining Survey
published by the Oil & Gas Journal, total refinery crude oil processing capacity
in California is approximately 1.98 million bpd and refinery capacity for the
Western United States, excluding Hawaii, is 2.97 million bpd. Management
believes that these refineries generally run at an average of 90% of their
capacity.
California refineries (including Huntway's) are supplied primarily by onshore
and offshore California production and by crude oil transported from Alaska with
some imports from South America, Mexico, the Far East and Persian Gulf. Current
production of crude oil in California and Alaska totals approximately 1.9
million bpd. However, production from existing fields in California and Alaska
has been gradually declining and competition for it has been increasing.
Although Huntway's refineries are located near substantial reserves of heavy,
high sulfur crude oil, which is well suited for liquid asphalt production due to
the higher percentage yield of liquid asphalt per barrel, competition for this
crude oil from other refiners is increasing as production rates decline. As a
result of this competition Huntway may be required to pay increasingly higher
prices to meet its crude oil requirements.
Huntway coordinates its purchases of crude oil to meet the supply needs of its
refineries. Huntway meets most of its crude oil requirements under variable
price contracts with a variety of crude oil producers for terms currently
ranging from 30 days to 8 years. In addition, from time to time, Huntway
supplements its contract purchases with purchases of crude oil on the "spot"
market. Nearly all of Huntway's crude oil supply is delivered to its refineries
by pipeline.
COMPETITION
The markets for refined petroleum products are highly competitive and pricing is
a primary competitive factor. With respect to liquid asphalt, Huntway's
management believes that Huntway's reputation for consistently high product
quality, its ability to provide high levels of service and its long-standing
relationships with its major customers are important to its continued success.
Huntway's five-state market area is served by numerous refineries, including
refineries operated by major integrated oil companies and by other independent
refiners. All of Huntway's primary competitors are located in California. Many
have larger refining capacity and greater financial resources than does Huntway.
Huntway's management believes that in 2000 Shell Oil Company accounted for a
majority of the volume of liquid asphalt sales in the Northern Market and that
Huntway accounted for approximately 25% of liquid asphalt sales in this market
area. The remaining 10% to 20% estimated market share is apportioned among
several other competitors located outside of the Northern California area.
Huntway's management believes that Paramount Petroleum Company accounted for
approximately 50% of the liquid asphalt sales in the Southern Market, that
Huntway accounted for approximately 15% of such sales and that the remaining 30%
to 35% estimated market share is apportioned among several other competitors.
EMPLOYEES
Huntway currently has 82 full-time and 6 part-time employees. None of Huntway's
employees is represented by a union, and management believes that labor
relations are excellent.
ENVIRONMENTAL MATTERS
Huntway's refinery activities involve the transportation, storage, handling and
processing of crude oil and petroleum products which contain substances
regulated under various federal and state environmental laws and
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regulations. Huntway is also subject to federal, state and local laws and
regulations relating to air emissions and disposal of wastewater and hazardous
waste, as well as other environmental laws and regulations, including those
governing the handling, treatment, release and cleanup of hazardous materials
and wastes.
Huntway has from time to time expended significant resources, both financial and
management, to comply with environmental regulations and permitting requirements
and anticipates that it will be required to expend increasing financial and
management resources for this purpose in the future. Stringent environmental
regulations have been adopted which require most refiners in Huntway's market
area to expend substantial sums of money in order to comply. While these
regulations principally impact refiners that produce motor vehicle fuels, which
Huntway does not produce, in 1998 the Company expended approximately $2,500,000
on projects primarily relating to environmental regulations, the largest of
which was the completion in 1998 of a waste water treatment facility at the
Wilmington refinery. In 2000 and 1998, the Company spent less than $25,000 and
$5,000, respectively, on environmentally-related remediation expenditures. In
1999 remediation expenditures were approximately $125,000, primarily for the
cleanup of a small oil spill onto an unnamed creek bed at the Benicia refinery.
This incident involved the discharge of approximately 250 gallons of crude oil,
which did not reach marine waters, and has been successfully remediated.
ITEM 2. PROPERTIES
WILMINGTON REFINERY
The 6,000 barrel per day Wilmington refinery and its related facilities are
located on a seven-acre site under a lease expiring on December 31, 2003. This
ground lease covers three contiguous parcels: (a) land owned by and leased
directly from Vulcan Materials Company ("Vulcan"), on which Huntway's tank farm
is located; (b) land owned by the Southern Pacific Railroad and leased to Vulcan
for a term ending June 1, 2031, on which the processing facility is located; and
(c) two strip parcels bordering the facility owned by Southern Pacific and
leased to Vulcan under a lease cancelable upon 30 days notice, which are used
for access to the refinery. In addition, the ground lease grants Huntway a
non-exclusive license in Vulcan's rights of access to the properties under an
agreement with Southern Pacific. Wilmington has storage capacity of 103,000
gross barrels of crude oil on site. Huntway also owns refined product tankage
for storage of liquid asphalt and other refined products, which management
believes is adequate for its needs.
In February 2001 the Company entered into an agreement with Vulcan to purchase
the land under the tank farm along with approximately 1.4 additional acres
adjacent to the refinery for approximately $2,600,000, subject to certain
conditions. The agreement also provides that Huntway may assume from Vulcan the
Southern Pacific leases or continue to sublease from Vulcan.
BENICIA REFINERY
The Benicia refinery is located adjacent to the Carquinez Strait, near San
Francisco Bay. The refinery and related facilities are located on nineteen acres
of land owned by Huntway. Crude oil tankage at Benicia totals 214,000 gross
barrels, while refined product tankage for storage of liquid asphalt and light
ends totals 563,000 gross barrels. To enhance Benicia's ability to receive crude
oil by water and to ship finished products by ship and barge, Huntway leases
dock and loading facilities for a term expiring February 2031. The dock
facilities are connected to the refinery by two two-mile pipelines.
During 1999, the Company expanded the production and storage capacity of the
Benicia refinery at a cost of approximately $5,800,000. The project expanded the
refinery's production capacity to approximately 13,000 barrels per day and
increased product storage capacity by approximately 74,000 gross barrels. The
project also improved product quality due to increased fractionation while
reducing air emissions by more than 15%. New operating permits were also
obtained which allow production of a maximum of 18,000 barrels in any one day
and to an annual average of 10,000 barrels per day as opposed to the previous
production limit of 9,000 barrels in any one day.
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In 2000 a new 155,000 gross barrel asphalt storage tank and related equipment at
Benicia was constructed at a cost of approximately $3,000,000.
Huntway has seen an increase in the demand for SHRP-grade performance-based
asphalt products in recent years by both the public and private sectors. This
increased demand for better performing, more durable paving, roofing and other
specialty products has caused Huntway to expand its production capabilities in
this area. As a result, in 1997, approximately $2,500,000 was invested to expand
the production capacity of the modified plant and to allow the Company to
utilize low-cost recycled modifiers. This facility's larger production and
storage capacity has improved the economics of production and allows for the
production of a higher quality product for the Company's customers.
ARIZONA FACILITY
The Arizona facility is located on a thirty-seven acre parcel leased from the
City of Mesa under a lease expiring on April 12, 2008 (with options to renew for
up to an additional twenty years until 2028). During 1999, certain pieces of
process equipment located at the facility were sold to a third party. As a
result, while the facility can no longer be operated as a refinery it has
295,000 barrels of storage capacity for petroleum products along with loading
racks, pumps and other equipment necessary for operation as a petroleum products
terminal. Refining operations at the Arizona facility were suspended in 1993 due
to adverse market conditions.
ITEM 3. LEGAL PROCEEDINGS
In 1992, Huntway entered into a civil consent judgement with the State of
Arizona to settle certain environmental compliance issues related to the Arizona
facility. The Company has complied with all of the applicable conditions of the
consent judgement and is working with the Arizona Attorney General's office to
have the consent judgement terminated.
The Company is party to a number of additional lawsuits and other proceedings
arising in the ordinary course of its business. While the results of such
lawsuits and proceedings cannot be predicted with certainty, management does not
expect that the ultimate liability, if any, will have a material adverse effect
on the consolidated financial condition, results of operations or cash flow of
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
MARKET
As of March 23, 2001 there were approximately 200 holders of record and
approximately 1,600 other beneficial holders of the Company's shares. The shares
are traded on the New York Stock Exchange under the ticker symbol "HWY". The
following table indicates the high, low and period end sale prices as reported
by the New York Stock Exchange for the periods indicated.
DIVIDENDS
2000 HIGH LOW CLOSE PAID
---- ---- --- ----- ---------
1st Quarter 1.5000 1.0625 1.1250 --
2nd Quarter 1.2500 0.8125 0.9375 --
3rd Quarter 1.1250 0.8125 0.9375 --
4th Quarter 1.0000 0.6250 1.0000 --
DIVIDENDS
1999 HIGH LOW CLOSE PAID
---- ---- --- ----- ---------
1st Quarter 2.1250 1.5000 1.5000 --
2nd Quarter 1.8750 1.2500 1.5000 --
3rd Quarter 2.0000 1.3750 1.7500 --
4th Quarter 1.8750 0.9375 1.1875 --
DIVIDEND POLICY
The Company's board of directors currently believes that earnings will create
greater long-term value if reinvested in the Company to create growth. The
Company does not anticipate paying cash dividends on its common stock for the
foreseeable future. In addition, the Company's agreements with its principal
lenders prohibit cash dividends until the payment in full of all obligations to
its senior lenders.
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ITEM 6. SELECTED FINANCIAL DATA
(IN THOUSANDS EXCEPT DILUTED PER SHARE OR UNIT DATA AND PER BARREL DATA)
The following historical selected financial data as of and for each of the years
ended December 31, 2000, 1999 and 1998, are derived from the audited
consolidated financial statements of Huntway Refining Company, which have been
audited by Deloitte & Touche LLP, independent auditors, which are included
elsewhere herein. The selected historical financial data as of and for each of
the years ended December 31, 1997 and 1996 are derived from the audited
consolidated financial statements of Huntway Partners, L.P. (predecessor entity)
which are not included herein. All of the selected information should be read in
conjunction with the audited consolidated financial statements and related notes
thereto and with "Management's Discussion and Analysis of Financial Condition
and Results of Operations".
Huntway Refining Company
----------------------------------------------------
Year Ended
December 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
OPERATING DATA
Revenues $193,293 $111,170 $ 79,050 $ 96,715 $ 99,021
Costs and Expenses
Material & Processing Costs 163,986 93,627 61,719 85,201 87,683
Selling and Administrative Expenses 7,881 5,634 6,143 4,476 4,297
Interest Expense, net 3,320 3,420 3,368 3,492 4,916
Depreciation and Amortization 2,909 2,715 2,605 2,414 2,219
-------- -------- -------- -------- --------
Income (Loss) Before Income Taxes and
Extraordinary Items 15,197 5,774 5,215 1,132 (94)
Provision for Income Taxes (e) 6,060 2,080 2,071 - -
-------- -------- -------- -------- --------
Income (Loss) Before Extraordinary Items 9,137 3,694 3,144 1,132 (94)
======== ======== ======== ======== ========
Extraordinary Gain on Refinancing (c) -- -- -- -- 58,668
Related Costs of Refinancing -- -- -- -- (2,180)
-------- -------- -------- -------- --------
Net Income $ 9,137 $ 3,694 $ 3,144 $ 1,132 $ 56,394
Income (Loss) Per Diluted Share or Unit
From Operations (a) $ 0.33 $ 0.16 $ 0.15 $ 0.04 $ (0.01)
Income Per Diluted Share or Unit from
Extraordinary Gain and Related Costs -- -- -- -- 4.37
-------- -------- -------- -------- --------
Net Income Per Diluted Share or Unit (a) $ 0.33 $ 0.16 $ 0.15 $ 0.04 $ 4.36
======== ======== ======== ======== ========
Barrels Sold 5,862 5,102 4,565 4,547 4,566
Revenues Per Barrel $ 32.97 $ 21.79 $ 17.32 $ 21.27 $ 21.69
BALANCE SHEET DATA
Working Capital (b) $ 21,381 $ 11,293 $ 11,939 $ 8,375 $ 5,798
Total Assets (b) 105,129 90,996 81,644 80,243 75,891
Long-term Obligations 35,344 34,905 36,110 36,668 28,174
Total Capital (d) 50,986 41,649 37,590 33,779 39,041
a) Average outstanding common shares in 2000, 1999 and 1998 were 15,005,
14,971 and 14,806, respectively. An average of 23,787 and 12,871 Limited
Partner Equivalent Units were outstanding in 1997 and 1996, respectively.
b) After the cumulative LIFO reserve of $2,957, $2,093, $0, $1,028, and
$2,192, at December 31, 2000, 1999, 1998, 1997 and 1996, respectively.
c) Reflects impact of 1996 restructuring decreasing debt and accrued interest
by $71,748 as measured at November 30, 1996
d) No distributions have been paid since 1990.
e) Prior to June 1, 1998 Huntway operated as a partnership and taxable income
or loss was passed through to its partners. Accordingly, no provision for
income taxes was made. Had the operations of Huntway been carried on under
corporate form as of the beginning of each of the years presented, net
income before extraordinary items would have been $(94), $679 and $3,129 in
1996, 1997 and 1998, respectively.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Throughout the following discussion, the business operated by Huntway Refining
Company is referred to as "Huntway" and all per share data is diluted per share
data. On June 1, 1998, Huntway merged Huntway Partners L.P., (the
"Partnership"), into a newly formed corporation, Huntway Refining Company,
effectively converting the business to corporate status.
On March 20, 2001, the Company entered into an Agreement and Plan of Merger with
a wholly-owned subsidiary of Valero Energy Corporation ("Valero"). In the
merger, holders of Huntway common stock will receive $1.90 per share, without
interest, for each share of the Huntway common stock. Pursuant to the Agreement
and Plan of Merger, Valero will also repay or acquire certain of the outstanding
indebtedness of the Company.
Consummation of the merger is subject to a number of conditions precedent
described in the Agreement and Plan of Merger, including without limitation
approval by Huntway stockholders. The merger is not subject to a financing
contingency. The Company currently anticipates that the merger will close before
the end of the second quarter of this year.
The Agreement and Plan of Merger contains covenants that require the Company to
conduct its business in the ordinary course and restrict the ability of the
Company to among other things buy and sell assets, invest in certain capital
projects and enter into hedging arrangements, without the prior written consent
of Valero.
For more detailed information concerning the foregoing, please refer to the
Agreement and Plan of Merger, which is incorporated by reference into this Form
10-K.
The following should be read in conjunction with the foregoing "Selected
Financial Data" and the historical financial statements and notes included
elsewhere in this report.
This Form 10-K contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and Huntway intends that such
forward-looking statements be subject to the safe harbors created thereby. Such
forward-looking statements involve risks and uncertainties and include, but are
not limited to, such statements regarding future events and the plans, goals and
objectives of the Company. Such statements are generally accompanied by words
such as "intend", "anticipate", "believe", "estimate", "expect", "looks",
"probably" or similar statements. Actual results or events may differ materially
from such statements. Factors that could cause or contribute to such differences
are set forth under "Outlook and Factors that Affect Future Results" below as
well as those factors and qualifications mentioned elsewhere in this Form 10-K;
such factors include without limitation the price and availability of crude oil,
demand for liquid asphalt and light-end products and government and private
funding for road construction and repair. Although the Company believes that the
assumptions underlying the forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in such forward-looking statements will be
realized. The inclusion of such forward-looking information should not be
regarded as a representation by the Company or any other person that the future
events, plans or expectations contemplated by the Company will be achieved.
RESULTS OF OPERATIONS
Huntway is principally engaged in the processing and sale of liquid asphalt
products, as well as the production of other refined petroleum products such as
gas oil, naphtha, kerosene distillate and bunker fuel.
Huntway's ability to generate income depends principally upon the margins
between the prices for its refined petroleum products and the cost of crude oil,
as well as upon demand for liquid asphalt, which affects both price and sales
volume.
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Historically, refined petroleum product prices (including prices for liquid
asphalt, although to a lesser degree than for Huntway's other refined petroleum
products) generally fluctuate with crude oil price levels. There has not been a
relationship between total revenues and income due to the volatile commodity
character of crude oil prices. As a result, management believes that increases
or decreases in revenues are not a meaningful basis for comparing historical
results of operations.
2000 COMPARED TO 1999
In 2000, Huntway reported net income of $9,137,000 ($.33 per diluted share)
versus net income of $3,694,000 ($.16 per diluted share) in 1999. Earnings
before interest, depreciation and amortization and income taxes increased 80% to
$21,426,000 in 2000 versus $11,909,000 in 1999. Pre-tax income increased 163% in
2000 to $15,197,000 from $5,774,000 in 1999 primarily due to significantly
higher net light product margins (including hedge benefit).
The following table sets forth the effects of changes in price and volume on
sales and materials (primarily crude oil) and processing costs for the year
ended December 31, 2000 as compared to the year ended December 31, 1999:
Material & Net Barrels
Sales Processing Margin Sold
---------------------------------------------------------
Year ended December 31, 1999 $111,170,000 $ 93,627,000 $ 17,543,000 5,102,000
Effect of changes in price 65,563,000 56,412,000 9,151,000
Effect of changes in volume 16,560,000 13,947,000 2,613,000 760,000
------------ ------------ ------------ ---------
Year ended December 31, 2000 $193,293,000 $163,986,000 $ 29,307,000 5,862,000
============ ============ ============ =========
Revenues increased to $193,293,000 in 2000 from $111,170,000 in 1999 while total
barrels sold increased 15% to 5,862,000 barrels in 2000 from 5,102,000 barrels
in 1999. The increase in revenues between periods of $82,123,000 or 74% was
primarily caused by higher average product prices, which moved upwards with
sharply higher crude oil costs. Average per barrel product selling prices
increased from $21.79 in 1999 to $32.97 in 2000, an increase of $11.18 or 51%.
Sales volume increased by 760,000 barrels between periods and also contributed
to the revenue increase. The increase in unit sales volume can be attributed to
increased demand supplied by additional production from our Benicia refinery due
to the modernization project completed in May 1999 and the completion in April
2000 of a new 155,000 barrel asphalt storage tank. Increased levels of asphalt
purchased for resale also contributed to the increase in unit sales volume.
Unusually good weather in November and December of both years also benefited
unit sales volume.
Asphalt pricing tends to be less volatile than both crude oil or gasoline and
diesel prices, which are more readily transported and reflect the impact of a
large and active commodity market. As a result, asphalt pricing and margins tend
to lag crude oil price changes either up or down. Accordingly, despite stronger
asphalt demand due to improved public and private construction activity in
California in 2000 our average asphalt selling prices increased only 38% between
years despite the 68% increase in our average per barrel crude oil costs before
the impact of hedging activities. As a result, overall net asphalt margins
(including hedge benefit) decreased by 29% year to year.
In contrast, light product prices increased by 68% between periods, reflecting
their common commodity nature with crude oil. While this increase matched the
percentage increase of crude oil costs before hedge benefit, light product
margins increased significantly between years because the absolute increase in
light product prices of $14.47 per barrel exceeded the comparable increase in
average per barrel crude oil costs. In addition, light product
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margins also benefited from the increase in hedge benefit on crude oil costs. As
a result, while unlikely to be sustained, overall net light product margins
increased by 127% (including hedge benefit) year to year and more than offset
the decline in net asphalt margins.
Huntway's average per barrel crude oil costs increased 63% in 2000 and would
have increased 68% absent the impact of hedging activities which reduced the
overall cost of crude oil by $8,585,000 and $2,044,000 in 2000 and 1999,
respectively. Huntway's higher per barrel crude oil costs reflect higher average
California crude oil posted prices in 2000 versus 1999 partially offset by
higher receipts from crude oil hedging activities. California average crude oil
postings increased between years as a result of higher world crude oil prices.
Management believes these prices increased in response to increased world demand
for crude oil due to improving national economies (particularly in Asia) and a
decrease in supply due to deliberately lower production by certain oil producing
nations.
The significant increase in hedge receipts of $6,541,000 (primarily on hedges
entered into in 1998 and early 1999) resulted from increases in crude oil prices
over 1999 and 2000. In 1998 the average price for the U.S. benchmark crude, West
Texas Intermediate ("WTI") was near its 5 year low at $14.46 per barrel rising
to an average of $19.25 in 1999 and nearing its 5 year high at $29.95 in 2000.
Accordingly, given the current historically high price of crude oil, such
results should not be expected to be recurring.
Processing costs generally include production wages and benefits, utility costs,
repairs and maintenance, insurance, property taxes, environmental compliance
costs and other costs directly associated with the operation of the refineries.
Such costs increased between 2000 and 1999 on an aggregate basis by 15% and on a
per barrel basis by 1%. The overall increase in incurred costs was primarily due
to higher heating costs due to increased natural gas prices, which rose
dramatically in the fourth quarter of 2000. The increase also reflects higher
labor and benefits expense due to normal cost of living increases and higher
head count.
In summary, net margins increased by $11,764,000 or 67% to $29,307,000 in 2000
from $17,543,000 in 1999. This was largely due to improved light product
pricing, the impact on crude oil costs of increased hedge benefits, and the 15%
increase in unit volume.
Selling, general and administrative expenses increased $2,247,000 or 40% between
periods primarily due to increased incentive plan accruals and professional
services. Bad debt expense also increased reflecting higher product selling
prices. The increase in incentive plan accruals reflects the improvement in
results.
Net interest expense was flat between years, decreasing by a nominal $100,000.
Depreciation and amortization increased by $194,000 between periods due to
increased levels of capital expenditures, primarily associated with the mid 1999
expansion and modernization of the Benicia refinery and the 155,000 barrel
asphalt storage tank completed in April of 2000.
1999 COMPARED TO 1998
In 1999, Huntway reported net income of $3,694,000 ($.16 per diluted share)
versus net income in 1998 of $3,144,000 ($.15 per diluted share). Earnings
before interest, depreciation and amortization and income taxes increased 6% to
$11,909,000 in 1999 versus $11,188,000 in 1998. Pre-tax income increased in 1999
to $5,774,000 from $5,215,000 in 1998 primarily due to lower incentive plan
accruals. The overall provision for income taxes was flat between periods
despite the increased level of pre-tax income in 1999 as a result of tax credits
associated with increased capital expenditures.
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The following table sets forth the effects of changes in price and volume on
sales and materials (primarily crude oil) and processing costs for the year
ended December 31, 1999 as compared to the year ended December 31, 1998:
Materials & Net Barrels
Sales Processing Margin Sold
------------------------------------------------------
Year Ended December 31, 1998 $ 79,050,000 $ 61,719,000 $ 17,331,000 4,565,000
Effect of Changes in Price 22,821,000 24,648,000 (1,827,000)
Effect of Changes in Volume 9,299,000 7,260,000 2,039,000 537,000
------------ ------------ ------------ ---------
Year Ended December 31, 1999 $111,170,000 $ 93,627,000 $ 17,543,000 5,102,000
============ ============ ============ =========
Revenues increased to $111,170,000 in 1999 from $79,050,000 in 1998 while total
barrels sold increased 12% to 5,102,000 barrels in 1999 from 4,565,000 barrels
in 1998. The increase in revenues between periods of $32,120,000 or 41% was
primarily caused by higher average product prices, which moved upwards with
sharply higher crude oil costs. Average per barrel product selling prices
increased from $17.32 in 1998 to $21.79 in 1999, an increase of $4.47 or 26%.
Sales volume increased by 537,000 barrels or 12% between periods and was also a
significant contributor to the revenue increase. Average per barrel product
prices did not increase to the same degree as the increase in average per barrel
crude oil prices primarily because asphalt selling prices tend to lag crude
price movements. The increase in sales volume can be attributed to increased
demand supplied by additional production from our Benicia refinery due to the
modernization project as well as purchased asphalt.
Asphalt pricing tends to be less volatile than both crude oil or gasoline and
diesel prices, which are more readily transported and reflect the impact of a
large and active commodity market. As a result, asphalt pricing and margins tend
to lag behind crude oil price changes either up or down. Accordingly, despite
stronger asphalt demand due to improved public and private construction activity
in California in 1999 as well as increased sales of higher margin specialty
asphalt products, our average asphalt selling prices increased only 10% between
years despite the 56% increase in our average per barrel crude oil costs before
the impact of hedging activities.
In contrast, light product prices increased by 49% between periods, reflecting
their common commodity nature with crude oil. This increase, however, also did
not exceed the percentage increase of crude oil due to excess refining capacity
relative to the demand for fuels and heating oil, which resulted in high diesel
and gasoline inventories in Huntway's market areas through much of 1999 and
especially in the third and fourth quarters which experienced the bulk of the
crude oil price increase for the year. None-the-less, light product margins
increased in the period as the increase in light product prices of $7.00 per
barrel exceeded the increase in average per barrel crude oil costs.
Huntway's average per barrel crude oil costs increased 40% in 1999 and would
have increased 56% absent the impact of hedging activities. Huntway's higher per
barrel crude oil costs reflect higher average California crude oil posted prices
in 1999 versus 1998 partially offset by Huntway's "mix" of crude oil and its
crude hedging activities. California average crude oil postings increased
between years as a result of higher world crude oil prices. Management believes
these prices increased in response to increased world demand for crude oil due
to improving national economies (particularly in Asia) and a decrease in supply
due to deliberately lower production by certain oil producing nations. As a
result, in contrast to 1998, world crude oil inventories decreased in 1999 and
the perception that the demand for crude oil will continue to exceed supply in
the near future caused world oil prices to soar in 1999 (the price of West Texas
Intermediate "WTI" increased by approximately 115% during 1999) with continuing
sharp increases through mid-March 2000.
Processing costs generally include production wages and benefits, utility costs,
repairs and maintenance, insurance, property taxes and environmental compliance
costs. Such costs increased between 1999 and 1998 on an aggregate basis by 24%
and on a per barrel basis by 15% primarily due to higher planned repair and
maintenance costs associated with tank refurbishment and inspection. In
addition, the increase also reflects higher labor and benefits
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expense due to normal cost of living increases and higher head count. Higher
heating costs due to increased natural gas prices also contributed to the
increase.
In summary, net margins increased nominally by $212,000 to $17,543,000 in 1999
from $17,331,000 in 1998. This was entirely due to the 12% increase in volume as
net margin on a per barrel basis fell 9% from $3.80 to $3.44 between periods.
Selling, general and administrative expenses declined $509,000 or 8% between
periods due to reduced incentive plan accruals partially offset by higher costs
for salaries and wages, investor relations, professional services and
promotional costs, including trade organizations. The reduction in incentive
plan accruals reflects changes made to the accrual formulas to take into account
the expected improvement in results from the expansion and modernization of the
Benicia refinery. Salaries and wages increased as a result of normal increases
while the increase in investor relations and professional fees reflects
operation of Huntway as a corporation rather than a partnership.
Net interest expense was flat between years, increasing by a nominal $52,000.
Depreciation and amortization increased by $110,000 between periods due to
increased levels of capital expenditures, primarily associated with the
expansion and modernization of the Benicia refinery
OUTLOOK AND FACTORS THAT AFFECT FUTURE RESULTS
A number of uncertainties exist that may affect Huntway's future operations and
results, including availability and cost of crude oil, pricing of and demand for
liquid asphalt and light end products, disruptions in operations as a result of
extended periods of inclement weather or natural disaster and increased
competition from other refiners.
California refineries (including Huntway's) are supplied primarily by onshore
and offshore California production and by crude oil transported from Alaska with
some imports from South America, Mexico, the Far East and Persian Gulf. Current
production of crude oil in California and Alaska totals approximately 1.9
million bpd. However, production from existing fields in California and Alaska
has been gradually declining and competition for it has been increasing.
Huntway's refineries are located near substantial reserves of heavy, high sulfur
crude oil, which is better suited for liquid asphalt production than for
gasoline or diesel fuel due to the higher percentage yield of liquid asphalt per
barrel. However, as production rates for this and other crude oils produced in
California and Alaska declines, competition for this crude oil from other
refiners is increasing. As a result of this competition, Huntway may be required
to pay increasingly higher prices to meet its crude oil requirements.
Crude oil supply and costs are also impacted by various political and economic
events such as under and over production by the major producing nations, war or
political uncertainty in the major oil producing regions and regional and
national economic recessions and recoveries. These events could cause crude oil
prices to rise to such an extent that Huntway may not have sufficient letter of
credit availability to purchase all the crude oil it needs to sustain operations
to capacity, especially during the summer season. If this occurred, Huntway may
be forced to prepay for crude oil or curtail refining operations, either of
which could adversely impact results of operations.
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To partially mitigate the impact of fluctuations in crude oil prices, Huntway
from time to time negotiates hedge arrangements. Huntway's net cost of crude oil
increased in 1998 as a result of hedge arrangements (due to falling crude oil
prices). The Company's net cost of crude oil was reduced in 2000 and 1999 from
what it otherwise would have been as a result of hedge arrangements. Generally,
such hedging acts to smooth out but does not eliminate the ultimate impact of
crude oil price swings. In 2000, the Company's hedge receipts were unusually
high and due to the current historically high price of crude oil should not be
expected to recur (See Item 7A).
The Company's primary product is liquid asphalt. Some of Huntway's competitors
produce liquid asphalt as a by-product and are of greater size and have larger
financial resources than the Company. In addition, competition in the asphalt
market is intense and could increase. Accordingly, the Company has in the past,
and may in the future, have difficulty raising prices in the face of increasing
crude oil costs. To some of Huntway's competitors, the margins they receive on
asphalt are not as important to their operations as asphalt margins are to
Huntway.
Another potential risk factor concerns the demand for the Company's light-end
products. These products, which include naphtha, kerosene distillate and gas
oil, are manufactured as part of the refining process in conjunction with liquid
asphalt. These light-end products are usually sold to larger refiners as feed
stocks for their operations and are priced at a discount to wholesale finished
gasoline and diesel prices. If demand for Huntway's light-end products were to
decline it would create downward pressure on the Company's light-end margins or
potentially stop operations if light-end production could not be sold.
Increasing regulatory pressures of an environmental nature could negatively
impact the demand for finished fuels in California, which, in turn, would reduce
demand for Huntway's light-end products.
While historically the Company has generally been able to sell its light-end
production at profitable margins, the potential exists that demand for these
products could be reduced through factors beyond the Company's control.
Recently, Ultramar Diamond Shamrock, the Company's largest light end product
customer in 2000, gave 60-day notice to Huntway canceling its existing contracts
for the purchase of light end products generally effective March 25, 2001.
Huntway has negotiated replacement sales agreements for a portion of the
affected products and believes that it can place the remainder in the ordinary
course of business. However, the Company will not be able realize a comparable
margin on its light products in 2001 as it would have had it continued to sell
them under the canceled agreements and may not in future years.
Both of Huntway's California refineries are vulnerable to disruption in the
infrastructure delivering essential materials and services to them including
crude oil, electricity and natural gas. Should the delivery of such essential
materials and services be significantly curtailed, operations would be impacted
and operating results reduced. Such curtailments could result from disruptions
to the local and regional electricity and natural gas oil delivery systems as
well as crude oil and petroleum product pipelines due to either natural disaster
such as additional earthquakes in California or shortages in supply due to
financial, political or other events. For example, the January 1994 Northridge
earthquake destroyed a major pipeline bringing crude oil into Southern
California and destroyed or severely damaged many bridges, overpasses and
freeways in Southern California. The work to repair this damage was
substantially completed by early 1998 but the roadway repairs required primarily
concrete and steel and comparatively little liquid asphalt. Future earthquakes
could temporarily reduce crude supplies and asphalt demand if substantial damage
were sustained by crude oil pipelines or concrete road structures.
Demand for liquid paving asphalt products is primarily affected by federal,
state and local highway spending, commercial construction and the level of
housing starts, all of which are beyond the control of the Company. Government
highway spending provides a source of demand which has been relatively
unaffected by normal business cycles but is dependent upon appropriations.
Historically, approximately 70% of Huntway's liquid asphalt sales have been made
to purchasers whose business is directly tied to these various governmental
expenditures. Over the long-term, the demand for liquid asphalt will also tend
to be influenced by changes in population, the level of commercial construction,
and housing activity.
Federal funding of highway projects is accomplished through the Federal Aid
Highway Program. The Federal Aid Highway Program is a Federally assisted, state
administered program that distributes federal funds to the states to construct
and improve urban and rural highway systems. Substantially all federal highway
funds are derived from
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gasoline user taxes assessed at the pump. In addition to federal funding for
highway projects, states individually fund transportation improvements with the
proceeds of a variety of gasoline and other taxes. In California, CALTRANS
administers state expenditures for highway projects.
In June 1998 the $217 billion federal highway bill, officially known as the
Transportation Equity Act for the 21st Century, or TEA-21 was enacted. The bill
is estimated to increase transportation related expenditures in California by
$850 million a year over a six year period beginning October 1, 1997 as compared
to the comparable six year period that began October 1, 1991. This equates to a
51% increase over previous funding levels. The average California apportionment
over the six year period ending in October 2003 is estimated to be $2.5 billion
per year or a total of $15 billion. Of this amount, approximately $4.65 billion
has been designated for Interstate Maintenance and the National Highway System
while another $4.56 billion has been designated for the Surface Transportation
and the Congestion Mitigation and Air Quality Improvement programs, which
concentrate on state and local roadways.
Actual and estimated funds apportioned to California under TEA-21 as reported by
the Federal Highway Administration are as follows:
Fiscal 1998 Actual $2.07 billion
Fiscal 1999 Actual $2.42 billion
Fiscal 2000 Actual $2.66 billion
Fiscal 2001 Actual $2.75 billion
Fiscal 2002 Estimated $2.53 billion
Fiscal 2003 Estimated $2.58 billion
This represents an average apportionment level of approximately $2.5 billion per
year as compared to an average of approximately $1.65 billion over the fiscal
1992 through fiscal 1997 period.
The State of California provides additional funding for the construction and
maintenance of California roads and highways. According to the Department of
Finance for the State of California funding available from the State Highway
Account is estimated to average $1.13 billion per year over the next 10 years
excluding the Seismic Retrofit Bond Fund. This compares to an average of $0.36
billion over the previous ten years.
In November 1998 the California electorate passed Proposition 2. Proposition 2
protects the State Transportation Fund by requiring that any funds borrowed from
the California State Transportation Fund be repaid with interest within one year
except in the case of a fiscal emergency. In that case funds must be repaid
within three years with interest. Such emergencies have been infrequent,
occurring only twice in the 20th century in California.
In November 2000 the California electorate passed Proposition 35. Proposition 35
allows the use of private engineers and architects by the State in the design
and planning of transportation infrastructure projects. Management believes that
the passage of this initiative will allow the acceleration of the design and
construction of road and highway projects throughout the state of California and
accordingly, will increase annual demand for liquid asphalt.
The Company believes that the increase in funding resulting from TEA 21 and
Proposition 2 coupled with the anticipated impact of Proposition 35 bodes well
for road construction and repair funding in California into the foreseeable
future.
Demographic studies suggest continued rapid growth in the population of
California. Recent studies suggest California's population will increase to
approximately 50 million people by 2020 up from approximately 33 million today.
This population growth should translate into increased private and public
transportation expenditures including road construction and repair.
Subsequent to the January 1994 Northridge earthquake, a substantial amount of
public transportation dollars (financed by CALTRANS) were diverted to complete
earthquake-related bridge retrofit work. By early 1998 the
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majority of this earthquake bridge retrofit work was completed. This work was
designed to strengthen many of the bridges and overpasses in the state in
advance of the next earthquake, the timing of which is unknown. As expected,
CALTRANS expenditures on road construction and repair did increase in 1999 over
1998.
CALTRANS is also increasingly specifying higher margin specialized asphalt
products in its projects as these products last longer and perform better than
conventional paving asphalts.
Even if sufficient funding is available at the state and federal level to
finance needed road construction and repair activities into the foreseeable
future, limiting factors that potentially could prevent these funds from being
fully spent include the availability of necessary equipment and personnel in
California to complete the work as well as extended period of inclement weather.
The strength of the California economy also influences demand for Huntway's
asphalt and light-end products. The California economy began to recover in 1995
and has experienced continued growth through 2000. This has stimulated private
demand for Huntway's asphalt products. Private demand for asphalt in 2000
constituted approximately 30% of Huntway's annual asphalt demand (up from
approximately 20% to 25% in 1998 and 1997). Further expansion has been forecast
for California in 2001 although it may level off as a result of uncertainties
associated with, among other things, the delivery of electricity and the decline
in the technology industry. Huntway remains optimistic about the long-term
outlook for growth in California and this expected long-term growth in the
California economy should support continued growth in the demand for Huntway's
products. There can be no assurance, however, that the California economy will
continue to expand as it has since 1995 or as forecasted by economic studies.
Generally, cold, wet weather is not conducive to asphalt road construction.
Accordingly, the Company almost always experiences a loss in the first quarter
of the year as a result of weak demand. Periods of unusually heavy rainfall such
as occurred in the last quarter of 1997 and first five months of 1998 associated
with the El Nino weather phenomenon also depress asphalt demand and negatively
impact profitability. However, heavy rainfall does damage asphalt roads,
increasing the backlog of needed road repairs.
Barriers to entry in the asphalt market are limited. The sophistication level of
the required facilities is low, indicating that existing refineries could enter
the market if they chose to do so. The capital needed to undertake asphalt
manufacturing at an existing California refinery operation is small by refinery
standards. Permit issues for these existing refineries, while they exist, are
not of such a nature that they are likely to be a significant deterrent to new
entrants. If a major existing California refinery operation decided to produce
liquid asphalt in any meaningful volume, the supply/demand relationship for
asphalt in California could be severely disrupted with a resultant decline in
asphalt prices and margins. However, construction of new asphalt refineries is
unlikely due to the significant difficulty of obtaining required permits. Newly
constructed refineries would have high barriers to entry due to environmental
regulations and the limited size of the market.
The Company is subject to federal, state and local laws, regulations and
ordinances that govern activities or operations that might have adverse
environmental effects, and that impose liability for the costs of cleaning up,
and certain damages resulting from sites of past spills, disposals or other
releases of hazardous substances. Although management believes that the
Company's operations procedures and safety precautions are enforced, there can
be no assurance that environmental problems will not occur in the future.
In summary, asphalt demand by both the public and private sector has increased
over the past several years commensurate with increased public sourced funding
and with the improving business climate in California. Public demand for asphalt
funded primarily by CALTRANS increased in 1998 over 1997 as a result of
substantial completion by early 1998 of earthquake related bridge retrofit work.
Bridge retrofit projects utilize concrete and steel and use comparatively little
asphalt. In 1998, as this work was nearing completion, more funds were available
to be expended for road construction and repair. Moreover, in June 1998, the
$217 billion Federal Highway Bill was enacted. California appropriations under
this legislation over the next three years are expected to average approximately
$2.62 billion as compared to an average of only $1.65 billion for the six years
prior to 1998. Private demand for asphalt has also increased commensurate with
the expanding California economy. This
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growth in private demand for asphalt is expected to continue as long as the
growth in the California economy continues. Accordingly, the Company anticipates
that it should be able to pass increases in crude oil costs along to its
customers in the form of higher prices within reasonable time periods.
Additionally, the Company estimates that approximately 15% of its asphalt sales
are tied to state highway department contracts that are subject to escalators or
deescalators relating to the cost of crude oil.
As a result of the factors described above, while the Company is generally
optimistic regarding its future business prospects, the outlook is uncertain due
to the nature of the business in which the Company operates. For example crude
oil costs represent a large percentage of the total annual cash costs of the
Company (ranging from 65% to 80% of costs depending on the cost of crude oil).
Although sales of polymer based asphalt products fell somewhat in 2000 due to
increased competition, the Company remains optimistic regarding the future of
these products. As with conventional asphalt products, growth in the area of
polymer sales is also dependent on funding availability that can rise and fall
with the economic climate. We expect the impact of the 1998 Federal highway bill
and the passage of Proposition 2 in California in 1998 to result in sufficient
public funding for road construction and repair to keep asphalt demand strong.
At the present time, private demand for asphalt also looks strong as the
California economy continues to expand. This demand probably would decline
however, with any downturn in the California economic environment.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements and liquidity position are affected by various
factors, including the selling prices for its refined products (liquid asphalt
and light-end products), the price of crude oil and the price and availability
of natural gas and electricity. The selling prices for asphalt products are
influenced by the price of crude oil and by local market supply and demand
factors for asphalt, including public and private demand for road construction
and improvements. The selling prices for Huntway's light end products (naphtha,
kerosene distillate and gas oil) are also strongly impacted by the price of
crude oil and by supply and demand factors for finished gasoline and diesel
products in California. Fluctuations in the cost of crude oil are impacted by a
myriad of market factors, both foreign and domestic.
The other primary factors that affect the Company's investment requirements and
liquidity position generally include the timing and funding of capital
expenditures either to improve operations and business growth or to comply with
environmental regulations, to provide for the funding of inventories and
accounts receivables during periods of increasing crude costs and to provide for
the funding of increasing inventory and accounts receivable during the months
prior to and during the initial start of the annual paving season (generally
December through June).
CASH FLOWS
Cash increased significantly to $18,022,000 at December 31, 2000 from
$10,445,000 at December 31, 1999. This increase was principally the result of
internally generated cash flow from operations. Cash decreased to $10,445,000 at
December 31, 1999 from $10,910,000 at December 31, 1998. This decrease in cash
can be primarily attributed to funding $7,077,000 of capital expenditures with
internally generated cash flow from operations.
Following is a summary of the major sources and uses of cash during 2000, 1999
and 1998:
2000
Net cash provided by operating activities totaled $10,778,000 in 2000. Net
income of $9,137,000 plus depreciation and amortization of $2,909,000, deferred
income taxes of $1,481,000 and interest expense paid by the issuance of notes of
$286,000 provided a combined $13,813,000 in cash. Increases in accounts
receivable and inventories relating to increased crude oil and product prices
used $5,974,000 in cash offset by an increase in accounts payable
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of $952,000, also as a result of increased crude oil prices. Other factors were
a reduction in prepaid expenses that provided $619,000 in cash and an increase
in accrued liabilities that provided $1,368,000 in cash, primarily as a result
of higher incentive plan accruals reflecting the improvement in the results of
operations.
Investing activities used $3,910,000 in cash in 2000, primarily for the
construction of a new 155,000 barrel asphalt storage tank and related equipment
at the Benicia refinery, as well as improvements to the Benicia waste water
plant and various other improvements to operating equipment and tankage.
Financing activities provided $709,000 in cash in 2000 as the proceeds from a
new borrowing of $2,500,000 were largely offset by scheduled principal payments
on the senior notes of $1,791,000. The proceeds of the new borrowing were used
to partially fund the construction of a new 155,000 barrel asphalt tank and
related equipment at the Benicia refinery.
1999
Net cash provided by operating activities totaled $7,910,000 in 1999. Net income
of $3,694,000 plus depreciation and amortization of $2,715,000, deferred income
taxes of $1,843,000 and interest expense paid by the issuance of notes of
$278,000 provided a combined $8,530,000 in cash. Increases in accounts payable
relating to increased crude oil prices and a decrease in inventories resulting
from an extended paving season due to dry warm weather through all of the fourth
quarter in California provided an additional $5,792,000 in cash. Accounts
receivable increased and used $4,462,000 in cash also as a result of the
extended paving season as well as increased product prices due to the increase
in crude oil costs. Prepaid expenses increased and used $851,000 in cash
reflecting incurred turnaround costs. Accrued liabilities fell, using $1,099,000
in cash, as a result of lower incentive plan accruals and the utilization of tax
credits associated with the increased level of capital expenditures to offset
current income taxes payable. The reduction in incentive plan accruals reflects
changes made to the accrual formulas to take into account the expected
improvement in results from the expansion and modernization of the Benicia
refinery.
Investing activities used $7,757,000 in cash in 1999. Property additions were
primarily comprised of the expansion and modernization of the Benicia refinery,
as well as other smaller improvements at both refineries. Improvements to the
Benicia refinery consisted of a 25% increase in process capacity, the
construction of 74,000 gross barrels of production and storage tankage,
improvements to the modified asphalt facility and other smaller additions.
Additions to other assets primarily consisted of loan costs associated with both
the new revolving credit facility from Bank of America and the new senior debt
facility. To a lesser extent, additions to computer software also contributed to
the increase in other assets. These expenditures were offset by $331,000 in
proceeds from the sale of certain pieces of process equipment located at the
Arizona facility.
Financing activities used $618,000 in cash in 1999 primarily due to net
repayment of long-term obligations of $741,000 offset by the proceeds from the
exercise of stock options.
1998
Net cash provided by operating activities totaled $5,741,000 in 1998. Net income
of $3,144,000 plus depreciation and amortization of $2,605,000, deferred income
taxes of $940,000 and interest expense paid by the issuance of notes of $248,000
provided a combined $6,937,000 in cash. Increases in accrued liabilities
primarily relating to increased incentive plan accruals and higher pension and
profit sharing (401K) accruals provided $1,164,000 in cash. Incentive plan
accruals increased due to increased levels of profitability. Cash was also
generated from decreases in inventory of $634,000. The decrease in inventory
reflects the 34% decrease in the average cost of crude oil between years.
Accounts receivable decreased and provided $83,000 in cash and reflected lower
light end revenues due to depressed finished fuel prices. Prepaid expenses
decreased and provided $138,000 in cash and reflected lower insurance and
turnaround costs. Accounts payable declined using $3,215,000 in cash and
reflects lower crude oil costs.
-21-
21
Investing activities used $2,935,000 in cash in 1998. Property additions were
comprised of completion of the waste water treatment facility at the Wilmington
refinery as well as other smaller improvements at the Wilmington refinery.
Improvements at the Benicia refinery consisted of engineering and other costs
relating to the Benicia improvement project, storage tank improvements,
improvements to the modified asphalt facility and other smaller additions.
Additions to other assets primarily consisted of deposits, additions to computer
software and environmental manuals and plans.
Financing activities used $1,302,000 in 1998 and related to reductions of debt
of $1,548,000. In addition, a net $246,000 in cash was generated from the sale
of 150,000 shares in June 1998.
CAPITAL RESOURCES
The Company's outstanding long-term debt was $37,448,000 at December 31, 2000.
Of this amount, $2,104,000 was due within one year and $21,750,000 consists of
convertible notes due in 2007. The average maturity of all of the long-term debt
is approximately 5 years. As of December 31, 2000 total long-term debt amounted
to 42% of total capitalization (shareholder's equity plus borrowings) and the
Company believes that it has additional long-term borrowing capacity.
Minimum required principal payments, as of December 31, 2000 (assuming the
Convertible Debt does not convert), under the Company's debt agreements are as
follows:
2001 $ 2,104,000
2002 2,315,000
2003 3,462,000
2004 2,250,000
2005 5,351,000
thereafter 21,966,000
------------
$ 37,448,000
============
In the event some or all of the Convertible Debt is converted into common
shares, the amount of minimum required cash principal payments subsequent to
2005 would be reduced by the amount of the debt so converted.
In February 2001, the Company entered into an agreement to acquire a portion of
the land underlying the Wilmington refinery along with approximately 1.4 acres
that are contiguous to the refinery for approximately $2,600,000. The
transaction, which is subject to certain conditions, is expected to close in the
second quarter of 2001 and will be funded out of available cash.
Over the past three years the Company has generated average cash flows from
operations of $8,143,000 per year and the Company believes that such internally
generated liquidity, together with access to external resources will be
sufficient to satisfy existing commitments and plans and also to provide some
opportunity for additional growth.
The Company believes its current level of letter of credit facility is
sufficient to guarantee requirements for crude oil purchases, collateralize
other obligations and support hedging activities at current crude price levels.
However, due to the volatility in the price of crude oil there can be no
assurance that these facilities will be adequate in the future. If crude oil
prices increased beyond the level of the Company's letter of credit facilities,
it would be required to prepay for crude oil or reduce its crude oil purchases,
either of which would adversely impact profitability.
On August 2, 2000 the Company amended its existing revolving credit facility
with Bank of America, N.A. The facility was increased from $20,000,000 to
$30,000,000 during May through November and to $25,000,000 during
-22-
22
December through April. Up to $10,000,000 of the facility, which is
collateralized by the Company's current assets and is subject to a borrowing
base limitation, may be borrowed for working capital purposes but it is used
primarily for the issuance of standby letters of credit supporting the purchase
of crude oil. The facility was also extended through June 1, 2002.
The Company borrowed an additional $2,500,000 from its existing senior lender in
April 2000 to provide funding for a new 155,000 gross barrel storage tank at its
Benicia refinery. This borrowing amortizes over a three year period with a final
principal payment of $1,250,000 in 2003. The additional storage capacity has
enabled the Company to increase asphalt and light end production at its Benicia
refinery during periods of lower asphalt demand.
On January 21, 1999, the Company entered into a seven-year, $13,390,000 senior
note with Boeing Capital Corporation. The note amortizes monthly and bears
interest at 9.234%. The proceeds of $13,390,000 were used to retire all
$12,798,000 of Huntway's then existing senior debt, to pay transaction costs and
to provide the Company with a small amount of working capital. This borrowing
amortizes over an 84-month period beginning in February 1999. Monthly payments
on the debt including principal and interest total approximately $218,000.
On June 1, 1998 the Company converted to corporate form. Accordingly, earnings
generated subsequent to that date are subject to state and federal taxes.
The average interest rate and weighted average debt outstanding during each of
the past three years was as follows:
Average
Interest Weighted Average
Rate Debt Outstanding
--------- ----------------
1998....................................11.08% $37,466,000
1999.....................................9.51% $37,117,000
2000.....................................9.68% $38,033,000
Scheduled fixed principal and cash interest payments in 2001 total $5,254,000.
Principal and cash interest payments totaled $4,756,000 in 2000 and $4,428,000
in 1999.
Management continues to address all areas of the Company's operations in an
effort to improve profitability and shareholder value through growth in the
business, improvement in operations, as well as reduction in costs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As previously noted, the Company's profitability depends largely on the spread
between market prices for its refined products and its crude oil costs. A
substantial and prolonged decrease in this overall spread would have a
significant negative effect on the Company's earnings, financial position and
cash flows. Approximately half of Huntway's production consists of light end
products and half of liquid asphalt. The prices of Huntway's light end products
have historically followed changes in crude oil prices over 12 to 18 month time
periods despite high short-term volatility. Management believes that
approximately 15% of Huntway's asphalt unit sales volume will be covered by
contractual escalation and deescalation clauses with various state highway
agencies, which are based upon various crude oil cost indexes. In an effort to
mitigate the remaining risk, the Company enters into contracts intended to
partially hedge its exposure to crude oil price fluctuations. Historically, such
contracts are "zero cost collars" under which the Company receives or makes a
monthly payment if crude oil prices for the month rise above, or fall below, the
contracts' "ceiling" or "floor" levels, respectively. The Company's current
arrangements are effective for January through October of 2001 and cover
approximately 17% of its expected crude oil requirements over that period versus
55% at December 31, 1999. These arrangements provide that the Company will
receive approximately $75,000 for every dollar by which the average monthly
price for West Texas
-23-
23
Intermediate ("WTI") crude oil on the New York Mercantile Exchange exceeds
$29.75 from January through October. The Company begins to pay approximately
$75,000 for every dollar by which the average monthly price for WTI falls below
$23.50. As of December 31, 2000 the price for WTI crude oil was approximately
$27.00 and the net fair value of the instrument was a liability of approximately
$531,000.
In June 1998 the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133 Accounting for Derivative
Instruments and Hedging Activities. In June 1999 the FASB issued SFAS No. 137
which delayed the effective date of SFAS No. 133. In June 2000 the FASB issued
SFAS No. 138 which amended certain provisions of SFAS No. 133. SFAS 133, as
amended, establishes accounting and reporting standards for derivative
instruments and hedging activities. It is effective for years beginning after
June 15, 2000 and generally requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet measured at fair value. The
statement also generally requires that changes during a reporting period in the
fair value of a derivative instrument, be recognized in that periods' earnings
unless the derivative instrument is considered a cash flow hedge and qualifies
for hedge accounting and is designated for that period, by the reporting
company, as a cash flow hedging instrument.
For the type of derivative instruments Huntway has historically entered into, if
the derivative instrument meets the foregoing requirements, the effective
portion of the gain on it is reflected on the balance sheet (in the equity
section as Other Comprehensive Income) until the period in which the related
hedged transaction is reported in operations, at which time the outstanding
effective portion of such gain is also reported in operations. The remainder or
ineffective portion of the periods' gain or any cumulative loss on the
derivative instrument is always recorded in operations currently.
Although not certain, the Company expects that its derivative instruments will
be considered cash flow hedges and qualify for hedge accounting. The Company
cannot predict how it will designate those derivative instruments from period to
period.
Upon adoption by the Company on January 1, 2001 the fair value, of the Company's
crude oil hedging instruments was a negative $531,000 and was recorded as an
implementation adjustment, net of the related tax benefit.
The Company believes that while the adoption of this pronouncement should not
have any long term impact upon its financial statements it may significantly
increase the period to period volatility of its reported results of operations.
To a lesser extent, the Company is also exposed to risks associated with
interest rate fluctuations. However, because the Company invests only in
short-term investment grade securities and, as discussed in Note 3 to the
financial statements, has only fixed rate debt, such risks to its cash flows are
not material. However, the fixed rate debt does expose the Company to losses in
fair value when interest rates decline. This fair value loss represents the
opportunity cost of not obtaining financing in the lower rate environment. A 10%
increase or decrease in interest rates would lower or raise the fair value of
the Company's currently outstanding debt instruments by approximately
$2,000,000, respectively.
-24-
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders,
We have audited the accompanying consolidated balance sheets of Huntway Refining
Company, successor to Huntway Partners, L.P. (a limited partnership), and
subsidiary as of December 31, 2000 and 1999, and the related consolidated
statements of operations, capital, and cash flows for each of the three years in
the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Huntway Refining Company and
subsidiary as of December 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2000 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Los Angeles, California
February 5, 2001
(March 23, 2001 as to Note 2)
-25-
25
HUNTWAY REFINING COMPANY
CONSOLIDATED BALANCE SHEETS
As of December 31, 2000 and 1999
2000 1999
------------ ------------
CURRENT ASSETS:
Cash and Cash Equivalents $ 18,022,000 $ 10,445,000
Accounts Receivable - Net 10,917,000 8,444,000
Inventories 6,287,000 2,754,000
Prepaid Expenses 690,000 1,309,000
------------ ------------
Total Current Assets 35,916,000 22,952,000
PROPERTY - NET 65,935,000 64,398,000
OTHER ASSETS - NET 1,748,000 2,059,000
GOODWILL - NET 1,530,000 1,587,000
------------ ------------
TOTAL ASSETS $105,129,000 $ 90,996,000
============ ============
CURRENT LIABILITIES:
Accounts Payable $ 9,480,000 $ 8,528,000
Current Portion of Long-Term Debt 2,104,000 1,548,000
Accrued Interest 825,000 608,000
Other Accrued Liabilities 2,126,000 975,000
------------ ------------
Total Current Liabilities 14,535,000 11,659,000
Long-Term Debt 35,344,000 34,905,000
Deferred Income Taxes 4,264,000 2,783,000
CAPITAL:
Preferred Stock (1,000,000 shares
authorized, none issued) - -
Common Stock (75,000,000 shares
authorized, 15,004,771 outstanding) 150,000 150,000
Additional Paid-In Capital 34,898,000 34,698,000
Retained Earnings 15,938,000 6,801,000
------------ ------------
Total Capital 50,986,000 41,649,000
------------ ------------
TOTAL LIABILITIES AND CAPITAL $105,129,000 $ 90,996,000
============ ============
See accompanying notes to consolidated financial statements.
-26-
26
HUNTWAY REFINING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2000, 1999 and 1998
2000 1999 1998
------------ ------------ ------------
Sales $193,293,000 $111,170,000 $ 79,050,000
------------ ------------ ------------
Costs & Expenses:
Material & Processing Costs 163,986,000 93,627,000 61,719,000
Selling and Administration
Expenses 7,881,000 5,634,000 6,143,000
Interest Expense, net 3,320,000 3,420,000 3,368,000
Depreciation and Amortization 2,909,000 2,715,000 2,605,000
------------ ------------ ------------
Total Costs and Expenses 178,096,000 105,396,000 73,835,000
------------ ------------ ------------
Income before Income Taxes 15,197,000 5,774,000 5,215,000
Provision for Income Taxes 6,060,000 2,080,000 2,071,000
------------ ------------ ------------
Net Income $ 9,137,000 $ 3,694,000 $ 3,144,000
============ ============ ============
Basic Earnings per Share: $ 0.61 $ 0.25 $ 0.21
============ ============ ============
Diluted Earnings per Share: $ 0.33 $ 0.16 $ 0.15
============ ============ ============
See accompanying notes to consolidated financial statements.
-27-
27
HUNTWAY REFINING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2000, 1999 and 1998
2000 1999 1998
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 9,137,000 $ 3,694,000 $ 3,144,000
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities:
Interest Expense Paid by the Issuance of Notes 286,000 278,000 248,000
Depreciation and Amortization 2,909,000 2,715,000 2,605,000
Deferred Income Taxes 1,481,000 1,843,000 940,000
Changes in Operating Assets and Liabilities:
Decrease (Increase) in Accounts Receivable (2,473,000) (4,462,000) 83,000
Decrease (Increase) in Inventories (3,501,000) 779,000 634,000
Decrease (Increase) in Prepaid Expenses 619,000 (851,000) 138,000
Increase (Decrease) in Accounts Payable 952,000 5,013,000 (3,215,000)
Increase (Decrease) in Accrued Liabilities 1,368,000 (1,099,000) 1,164,000
------------ ------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 10,778,000 7,910,000 5,741,000
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Property (3,833,000) (7,077,000) (2,554,000)
Sale of Surplus Property - 331,000 -
Other Assets (77,000) (1,011,000) (381,000)
------------ ------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (3,910,000) (7,757,000) (2,935,000)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Common Stock 123,000 262,000
Issuance Costs and Expenses - - (16,000)
Proceeds from Issuance of Long-Term Debt 2,500,000 13,408,000 -
Repayment of Long-Term Obligations (1,791,000) (14,149,000) (1,548,000)
------------ ------------ ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 709,000 (618,000) (1,302,000)
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,577,000 (465,000) 1,504,000
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 10,445,000 10,910,000 9,406,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 18,022,000 $ 10,445,000 $ 10,910,000
============ ============ ============
SUPPLEMENTAL DISCLOSURES:
Interest Paid in Cash During the Period $ 2,817,000 $ 3,127,000 $ 3,098,000
============ ============ ============
Income Taxes Paid in Cash During the Period $ 4,300,000 $ 503,000 $ 1,131,000
============ ============ ============
Issuance of Notes Not Involving Cash $ 286,000 $ 278,000 $ 248,000
============ ============ ============
See accompanying notes to consolidated financial statements.
-28-
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HUNTWAY REFINING COMPANY
CONSOLIDATED STATEMENT OF CAPITAL
Additional Treasury
Partners' Common Paid In Retained Stock Total
Capital Stock Capital Earnings (at cost) Capital
------------ ------------ ------------ ------------ ---------- ------------
Balance at January 1, 1998 $ 33,779,000 $ 33,779,000
Earned Portion of Option Awards 212,000 $ 209,000 421,000
Net Income for the Year
Ended December 31, 1998 37,000 $ 3,107,000 3,144,000
Issuance of 14,731,271 shares in
exchange for partnership interests (34,028,000) $ 147,000 33,881,000 -
Sale and Issuance of 150,000 shares 2,000 260,000 262,000
Issuance Costs (16,000) (16,000)
Sale and Issuance of 850,000 shares
to Huntway Partners L.P. and
reclassified to Treasury Stock
upon Merger 8,000 1,000 $ (9,000) -
------------ ------------ ------------ ------------ ---------- ------------
Balance at December 31, 1998 - 157,000 34,335,000 3,107,000 $ (9,000) 37,590,000
Earned Portion of Option Awards 242,000 242,000
Net Income for the Year
Ended December 31, 1999 3,694,000 3,694,000
Sale and Issuance of 123,500 shares
from Exercise of Stock Options - 1,000 122,000 - - 123,000
------------ ------------ ------------ ------------ ---------- ------------
Balance at December 31, 1999 - 158,000 34,699,000 6,801,000 (9,000) 41,649,000
Earned Portion of Option Awards 200,000 200,000
Net Income for the Year
Ended December 31, 2000 - - - 9,137,000 - 9,137,000
------------ ------------ ------------ ------------ ---------- ------------
Balance at December 31, 2000 $ - $ 158,000 $ 34,899,000 $ 15,938,000 $ (9,000) $ 50,986,000
============ ============ ============ ============ ========== ============
See accompanying notes to consolidated financial statements.
-29-
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Huntway Refining Company (the Company) was formed for the purpose of effecting
the conversion of Huntway Partners, L.P. (the Partnership) from a publicly
traded limited partnership to a publicly traded corporation on June 1, 1998
through the merger of the Partnership into the Company (the Conversion). The
Company issued 14,583,958 shares of $0.01 par value common stock to the
Partnership's limited partners in a one for one exchange for their limited
partner units. The Company also issued 147,313 shares of common stock to the
Partnership's general partners in exchange for their 1% general partner
interest. As a result of the merger, the Company succeeded to the Partnership's
assets, liabilities and operations. The transaction has been accounted for as a
reorganization of affiliated entities with the assets and liabilities of the
Company recorded at their historical cost basis.
GENERAL. Huntway Refining Company, a Delaware corporation, is engaged primarily
in the operation of the 6,000 barrel-per-day Wilmington refinery located in
Southern California and the 13,000 barrel-per-day Benicia refinery located in
Northern California, which produce and sell refined petroleum products. The
Company also owns a facility in Arizona that is being held for use as a
petroleum products terminal.
PRINCIPLES OF CONSOLIDATION. The consolidated financial statements include the
accounts of Huntway Refining Company and its subsidiary, Sunbelt Refining
Company, L.P. ("Sunbelt"). All significant inter-company items have been
eliminated in consolidation.
CASH AND CASH EQUIVALENTS. Short-term, highly liquid investments with purchased
maturities of three months or less are classified as cash and cash equivalents.
These investments are stated at cost, which approximates fair value.
EXCHANGE TRANSACTIONS. In connection with its refinery activities, the Company
engages from time to time in exchange transactions common to the industry where
crude oil or refined product is exchanged with other unrelated entities for
similar commodities. The accounting of such exchanges is based on the recorded
value of the commodities relinquished. At December 31, 2000 and 1999 Huntway
Refining Company owed balances, which were included in inventories, for
commodities on exchange valued at approximately $314,000 and $133,000,
respectively.
ENVIRONMENTAL COSTS. The Company is subject to various environmental laws and
regulations of the United States and the states of California and Arizona. As is
the case with other companies engaged in similar industries, the Company faces
exposure from potential claims and lawsuits involving environmental matters.
These matters may involve alleged soil and water contamination and air
pollution. The Company's policy is to accrue environmental and clean-up costs
when it is probable that a liability has been incurred and the amount of the
liability is reasonably estimable. The Company expenses or capitalizes costs
associated with environmental clean-up and other repairs and maintenance at its
refineries in accordance with Emerging Issues Task Force Issue 90-8 and exhibits
thereto.
TURNAROUND COSTS. Costs of turnarounds, which consist of complete shutdown and
inspection of a refinery unit for repair and maintenance, are deferred and
amortized over the estimated period of benefit, generally 18 months. Included in
prepaid expenses are unamortized turnaround costs of $104,000 and $760,000 at
December 31, 2000 and 1999 respectively.
ACCOUNTS RECEIVABLE. Included in accounts receivable are allowances for doubtful
accounts of $525,000 and $143,000 at December 31, 2000 and 1999 respectively.
INCOME TAXES. Effective with the Conversion on June 1, 1998, the operations of
Huntway became subject to corporate federal and state taxes on income and
provision for such taxes has been made subsequent to that date. Deferred income
taxes result primarily from temporary differences between financial reporting
and tax reporting.
-30-
30
Determination of deferred tax assets and liabilities is based on the difference
between the financial statement bases and tax bases of assets and liabilities
using enacted tax rates.
No provision has been made for income taxes in the accompanying consolidated
financial statements for periods prior to June 1, 1998 when the operations of
the Company were carried on in partnership form as the taxable income or loss of
the Partnership was allocated to each partner in accordance with the provisions
of the partnership agreement. The partnership agreement generally provided that
income, loss and cash distributions be allocated 1 percent to the general
partners and 99 percent to the limited partners. In turn, each partner's tax
status determined the appropriate income tax for that partner's allocated share
of Partnership's taxable income or loss.
INVENTORIES. Crude oil and finished product inventories are stated at cost
determined by the last-in, first-out method (LIFO), which is not in excess of
market. Management believes the LIFO method of accounting for inventories is
preferable because it more closely matches revenues and expenses and reflects
the prevailing practice in the petroleum industry.
LIFO decreased net income for 2000 by approximately $510,000 or approximately
$.02 per diluted share. The effect of LIFO in 1999 was to decrease net income by
approximately $1,256,000 or approximately $.04 per diluted share. For 1998 the
effect was to increase net income and net income per diluted share by
approximately $1,028,000 and approximately $.07, respectively.
Inventories at December 31, 2000 and 1999 were as follows:
2000 1999
----------- -----------
Finished Products $ 5,991,000 $ 2,264,000
Crude Oil and Supplies 3,253,000 2,583,000
----------- -----------
9,244,000 4,847,000
Less LIFO Reserve (2,957,000) (2,093,000)
----------- -----------
Total $ 6,287,000 $ 2,754,000
=========== ===========
HEDGING ACTIVITIES. From time to time, the Company enters into contracts
intended to partially hedge its exposure to crude oil price fluctuations.
Historically, such contracts are "zero cost collars" under which the Company
receives or makes a monthly payment if crude oil prices for the month rise
above, or fall below, the contracts' "ceiling" or "floor" levels, respectively.
Because these contracts relate to the Company's basic raw material and cover
amounts significantly less than the Company's actual usage, cash flows
associated with such hedging transactions are considered an integral part of the
cost of acquiring crude oil and are included in the cost when purchased. In 2000
and 1999, such hedges reduced the cost of crude oil acquired by $8,585,000 or
approximately 6% and $2,044,000 or approximately 3%, respectively. In contrast,
during 1998, such hedges increased the cost of crude oil acquired by $2,187,000
or approximately 5%. The Company's current arrangements are effective for
January through October of 2001 and cover approximately 17% of its expected
crude oil requirements over that period. These arrangements provide that the
Company will receive approximately $75,000 for every dollar by which the average
monthly price for West Texas Intermediate ("WTI") crude oil on the New York
Mercantile Exchange exceeds $29.75 from January through October. As of December
31, 2000 the price for WTI crude oil was approximately $27.00. The Company
begins to pay approximately $75,000 for every dollar by which the average
monthly price for WTI falls below $23.50.
PROPERTY AND DEPRECIATION. Property is stated at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Facilities
that are temporarily closed are retained in the property accounts as idle
facilities and are depreciated.
-31-
31
Property at December 31, 2000 and 1999 consisted of:
DEPRECIABLE
LIFE 2000 1999
----------- ------------- ------------
Land $ 2,176,000 $ 2,176,000
Buildings 40 yrs. 887,000 887,000
Refineries and Related Equipment 40 yrs. 84,089,000 79,964,000
Other 5 - 10 yrs. 1,424,000 1,291,000
Construction in Progress 791,000 1,217,000
Idle Facilities 896,000 896,000
------------- ------------
90,263,000 86,431,000
Less Accumulated Depreciation
and Amortization (24,328,000) (22,033,000)
------------- ------------
Property - Net $ 65,935,000 $ 64,398,000
============= ============
In August 1993, the Company suspended operations at its Sunbelt refinery located
in Coolidge, Arizona. The primary factors involved in this decision were poor
margins at the facility, limited working capital availability and, to a lesser
extent, the impact of an environmental lawsuit and investigation filed by the
State of Arizona, which was settled in 1993. Pursuant to an evaluation of the
operating potential of the facility, the plant was subsequently written down to
$1,227,000 in 1995. This write down considered, among other things, the outlook
for the asphalt market in Arizona, the regulatory environment impacting both the
plant operations as well as the formulation requirements of diesel and jet fuel
in the markets the plant would serve and the ability of the Company to market
those products. This evaluation indicated that the likelihood of operation as a
petroleum refinery in the future was remote, but that the facility might be
operated effectively as a crude or products terminal and storage facility at
some time in the future. In 1999, certain pieces of process equipment located at
the facility were sold to a third party. As a result, while the facility may no
longer be operated as a refinery it does have 295,000 barrels of storage
capacity for petroleum products along with loading racks, pumps and other
equipment necessary for operation as a petroleum products terminal and continues
to be held for that purpose. The net proceeds from the sale of $331,000 were
charged against the carrying value of the facility and no gain or loss was
recognized.
OTHER ASSETS. Other assets are stated at cost and amortized over 2 to 10 years,
where appropriate, using various methods over the useful lives of the assets.
Other assets at December 31, 2000 and 1999 consisted of:
2000 1999
----------- -----------
Computer Software $ 1,014,000 $ 893,000
Loan Costs 1,495,000 1,366,000
Deposits 178,000 416,000
Other 768,000 739,000
----------- -----------
3,455,000 3,414,000
Less Accumulated Amortization (1,707,000) (1,355,000)
----------- -----------
Other Assets - Net $ 1,748,000 $ 2,059,000)
=========== ===========
GOODWILL. Goodwill is stated at cost and amortized using the straight-line
method over a period of 40 years and relates to the Company's California
refineries. Huntway Refining Company's refineries are designed to produce
asphalt and unfinished light-end products and, accordingly, are not prone to
obsolescence to the same degree as more sophisticated refineries. The Company
evaluates such goodwill and other long-lived assets for impairment
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whenever changes in circumstances indicate that the carrying value may not be
fully recoverable from projected, undiscounted net cash flows of the two
refineries. The related accumulated amortization at December 31, 2000 and 1999
was $758,000 and $700,000, respectively.
INTEREST CAPITALIZATION. The Company capitalizes interest incurred in connection
with the construction of refinery facilities. In 2000, $58,000 of interest was
capitalized relating to the construction of the new 155,000 barrel asphalt tank
at the Benicia refinery. In 1999, $82,000 of interest was capitalized in
connection with the expansion and modernization of the Benicia refinery. In
1998, $68,000 of interest was capitalized relating to the waste water treatment
facility at the Wilmington refinery.
OTHER ACCRUED LIABILITIES. Included in other accrued liabilities at December 31,
2000 and 1999 are accrued compensation-related costs of $2,228,000 and
$1,142,000, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS. The recorded values of accounts receivable,
accounts payable and accrued expenses approximate their fair values based on
their short-term nature. The recorded values of the convertible debt, the senior
secured notes and the junior subordinated debentures approximate fair value as
the contractual rates of interest approximate market rates. The combined fair
value of the 12% Senior Secured Notes and the Industrial Development Bonds was
approximately $12,000,000 at December 31, 1998. The fair value of crude oil
hedging instruments was a liability of approximately $531,000 at December 31,
2000. The fair value of such arrangements at December 31, 1999 was approximately
$3,800,000.
USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results would differ from these estimates.
RECLASSIFICATIONS AND NEW ACCOUNTING STANDARDS. Certain items in the prior
year's financial statements have been reclassified to conform to the current
year presentation.
In June 1998 the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133 Accounting for Derivative
Instruments and Hedging Activities. In June 1999 the FASB issued SFAS No. 137
which delayed the effective date of SFAS No. 133. In June 2000 the FASB issued
SFAS No. 138 which amended certain provisions of SFAS No. 133. SFAS 133, as
amended, establishes accounting and reporting standards for derivative
instruments and hedging activities. It is effective for years beginning after
June 15, 2000 and generally requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet measured at fair value. The
statement generally requires that changes in the fair value of derivative
instruments be recognized currently in earnings unless specific criteria are
met.
All of Huntway's Hedge Instruments are considered cash flow hedges and SFAS No.
133 allows, but does not require, hedge accounting, as defined in the statement,
for them. SFAS 133 provides that the effective portion of the gain or loss on
these hedges, providing they qualify and are designated as cash flow hedging
instruments, be reported as a component of other comprehensive income and be
recorded in operations in the same periods in which the related forecasted
hedged transaction is reported. The ineffective portion of the gain or loss on
the derivative instrument, if any, must be recorded in operations currently.
Upon adoption by the Company on January 1, 2001 the fair value, net of tax
benefit, of the Company's crude oil hedging instruments, discussed under Fair
Value of Financial Instruments above, was recorded as an implementation
adjustment.
The Company believes that while the adoption of this pronouncement should not
have any long term impact upon its financial statements it may significantly
increase the period to period volatility of its reported results of operations.
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NOTE 2. SUBSEQUENT EVENTS
On March 20, 2001, the Company entered into an Agreement and Plan of Merger with
a wholly-owned subsidiary of Valero Energy Corporation ("Valero"). In the
merger, holders of Huntway common stock will receive $1.90 per share, without
interest, for each share of the Huntway common stock. Pursuant to the Agreement
and Plan of Merger, Valero will also repay or acquire certain of the outstanding
indebtedness of the Company.
Consummation of the merger is subject to a number of conditions precedent
described in the Agreement and Plan of Merger, including without limitation
approval by Huntway stockholders. The merger is not subject to a financing
contingency. The Company currently anticipates that the merger will close before
the end of the second quarter of this year.
The Agreement and Plan of Merger contains covenants that require the Company to
conduct its business in the ordinary course and restrict the ability of the
Company to among other things buy and sell assets, invest in certain capital
projects and enter into hedging arrangements, without the prior written consent
of Valero.
For more detailed information concerning the foregoing, please refer to the
Agreement and Plan of Merger, which is incorporated by reference into this Form
10-K.
In February 2001, the Company entered into an agreement to acquire a portion of
the land underlying the Wilmington refinery along with approximately 1.4 acres
that are contiguous to the refinery for approximately $2,600,000. The
transaction, which is subject to certain conditions, is expected to close in the
second quarter of 2001.
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NOTE 3. FINANCING ARRANGEMENTS
On October 29, 1999 the Company terminated its then existing $17,500,000 letter
of credit facility and entered into a new $20,000,000 revolving credit facility
with Bank of America, N.A. ("The Bank"). The new facility is collateralized by
the Company's current assets and is subject to a borrowing base limitation. On
August 2, 2000 an agreement was entered into to amend the facility and increase
the overall credit limit to $30,000,000 between May 1st and November 30th and
$25,000,000 between December 1st and April 30th. Up to $10,000,000 of the
facility may be borrowed for working capital purposes but it will primarily be
used for the issuance of standby letters of credit securing the purchase of
crude oil. Borrowings under the facility generally bear interest at The Bank's
reference rate, 9.5% at December 31, 2000, while letter of credit fees are 1.5%
(versus 2.0% under the old facility) on the face amount. There is also a .25%
fee (versus .50% under the old facility) on the unused portion of the facility.
Up to $2,000,000 may be used for the issuance of standby letters of credit
supporting crude oil hedging arrangements. The facility expires on June 1, 2002.
At December 31, 2000 there were no outstanding borrowings under the facility.
The Company's long term debt as of December 31, 2000 and 1999 consisted of the
following:
2000 1999
----------- -----------
9.25% Senior Subordinated Convertible Notes
Due October 15, 2007 $21,750,000 $21,750,000
9.234% Senior Secured Note due January 21, 2006 10,544,000 12,089,000
10.705% Senior Secured Note due April 20, 2003 2,256,000 -
12% Junior Subordinated Debentures due
December 31, 2005 2,883,000 2,597,000
Other 15,000 17,000
----------- -----------
Total 37,448,000 36,453,000
Less Amount Classified as Current 2,104,000 1,548,000
----------- -----------
Net Long-Term Debt $35,344,000 $34,905,000
=========== ===========
All of the Company's assets serve as collateral under these arrangements.
On April 12, 2000 the Company entered into a new $2,500,000 senior secured note
with Boeing Capital Corporation. The note bears interest at 10.705% and is due
April 20, 2003. One half or $1,250,000 of the original principal balance is to
be paid ratably over the period with the remaining $1,250,000 paid at maturity.
Along with the existing senior secured note, also with Boeing Capital, this note
is primarily collateralized by the Company's non-current assets.
On January 21, 1999, the Company entered into a seven-year, $13,390,000 senior
note with Boeing Capital Corporation. The note amortizes monthly and bears
interest at 9.234%. The proceeds of $13,390,000 were used to retire all
$12,798,000 of Huntway's then existing senior debt, to pay transaction costs and
to provide the Company with a small amount of working capital.
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The $21,750,000 in 9.25% Senior Subordinated Secured Convertible Notes (the
Convertible Debt) due on October 15, 2007, are convertible into equity at $1.50
per share (subject to adjustment). The Company can force conversion providing
the price of Huntway's stock exceeds $2.50 for at least 10 consecutive trading
days during which the cumulative sales volume of the Company's common stock is
at least 200,000 shares. On an as converted basis, total shares would increase
to 29,504,771. Interest on the Convertible Debt is due on June 30 and December
31 and the principal balance is due October 15, 2007 unless earlier converted.
The 12% junior subordinated debentures mature on December 31, 2005. No principal
payments or prepayments will be made on the junior subordinated debentures until
all senior secured notes are paid in full. Interest on the junior subordinated
debt at 12% is payable only in kind.
Minimum required principal payments, as of December 31, 2000 (assuming the
Convertible Debt does not convert), under the Company's debt agreements are as
follows:
2001 $ 2,104,000
2002 2,315,000
2003 3,462,000
2004 2,250,000
2005 5,351,000
thereafter 21,966,000
------------
$ 37,448,000
============
In the event some or all of the Convertible Debt is converted into common
shares, the amount of minimum required cash principal payments subsequent to
2005 would be reduced by the amount of the debt so converted.
NOTE 4. INCOME TAXES
Prior to the conversion to corporate form on June 1, 1998, the Partnership (a
publicly-traded partnership for federal and state income tax purposes) was not
subject to income taxes as the Partnership's income or loss was allocated
directly to its partners.
The Conversion was structured as a merger of affiliated entities; it did not
have an impact on the "book basis" of Huntway's assets. Because the tax basis of
the assets was approximately equal to the "book basis" no deferred tax asset or
liability was recorded as a result of the Conversion.
The provision for income taxes consisted of the following:
Current: 2000 1999 1998
----------- ----------- -----------
Federal $ 3,960,000 $ 222,000 $ 1,024,000
State 619,000 15,000 107,000
----------- ----------- -----------
Total Current Tax Provision 4,579,000 237,000 1,131,000
----------- ----------- -----------
Deferred:
Federal 1,087,000 1,657,000 724,000
State 394,000 186,000 216,000
----------- ----------- -----------
Total Deferred Tax Provision 1,481,000 1,843,000 940,000
----------- ----------- -----------
Total Provision for Income Taxes $ 6,060,000 $ 2,080,000 $ 2,071,000
=========== =========== ===========
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The provision for state income taxes for 1999 has been reduced by the impact of
estimated investment credits of approximately $284,000.
A reconciliation of the significant differences between the federal statutory
income tax rate and the effective tax rate on pre-tax income is as follows:
2000 1999 1998
----------- ----------- -----------
Provision at Federal statutory rate $ 5,167,000 $ 1,963,000 $ 1,773,000
State income taxes net of federal tax benefit 883,000 133,000 213,000
Other 10,000 (16,000 85,000
----------- ----------- -----------
Provision for Income Taxes $ 6,060,000 $ 2,080,000 $ 2,071,000
=========== =========== ===========
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts for income tax purposes. The primary components of the
Company's deferred tax liability are as follows:
2000 1999
----------- -----------
Depreciation and Amortization $ 4,111,000 $ 2,682,000
Other 153,000 101,000
----------- -----------
Deferred Tax Liability $ 4,264,000 $ 2,783,000
=========== ===========
NOTE 5. LEASE COMMITMENTS
The Company has entered into certain ground leases for its refinery facilities.
Such leases range from one to 31 years in duration. All such leases are
classified as operating leases.
The Company also leases a deep-water terminal facility in Benicia, California.
Under terms of the lease agreement, the Company pays minimum annual lease
payments of approximately $385,000 through the year 2031, subject to an
escalation clause. This lease is cancelable upon one year's notice and is
accounted for as an operating lease.
Future minimum annual rental payments required under operating leases, which
have non-cancelable lease terms of one year or more, as of December 31, 2000,
are:
2001 $ 720,000
2002 244,000
2003 243,000
2004 12,000
2005 12,000
Thereafter 36,000
----------
Total $1,267,000
==========
Rental expense for all operating leases (some of which have terms of less than a
year) was $1,051,000, $1,164,000 and $1,011,000 for the years ended December 31,
2000, 1999 and 1998, respectively.
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NOTE 6. BASIC AND DILUTED SHARES/UNITS OUTSTANDING, EARNINGS PER SHARE/UNIT AND
ALLOCATION OF INCOME AND LOSS
The following table summarizes the changes in the equity interests over each of
the past three years:
Interest of Limited Total Outstanding Outstanding
General Partner Equivalent Common Preferred
Partners Units Units Stock Stock
----------- ----------- ---------- ----------- -----------
Balance at December 31, 1997 147,313 14,583,958 14,731,271 - -
Issuance of Common Shares in
Exchange for Partnership Interests (147,313) (14,583,958) (14,731,271) 14,731,271 -
Sale and Issuance of Common Shares - - - 1,000,000 -
Treasury Stock Acquired in Merger - - - (850,000) -
--------- ---------- ----------- ---------- -------
Balance at December 31, 1998 - - - 14,881,271 -
Sale and Issuance of Common Shares - - - 123,500 -
--------- ---------- ----------- ---------- -------
Balance at December 31, 1999 - - - 15,004,771 -
Sale and Issuance of Common Shares - - - - -
--------- ---------- ----------- ---------- -------
Balance at December 31, 2000 - - - 15,004,771 -
========= ========== =========== ========== =======
On June 1, 1998, Huntway merged the partnership, Huntway Partners L.P., into a
newly formed corporation, Huntway Refining Company, effectively converting the
business to corporate status.
Earnings per share is calculated based upon the weighted average number of
common equivalent shares outstanding. Earnings per unit was calculated based
upon the weighted average number of limited partner equivalent units
outstanding. Limited partner equivalent units was calculated by adding to actual
limited common units outstanding a general partner interest representing an
overall 1% interest.
Generally, through May 31, 1998, Partnership income and loss was allocated 1% to
the general partners and 99% to the limited partners.
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The following table reconciles the calculation of basic and fully diluted
earnings per share or unit (000's omitted):
For the Year Ended For the Year Ended For the Year Ended
December 31, 2000 December 31, 1999 December 31, 1998
Per- Per- Per-
Income Shares Share Income Shares Share Income Shares Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
-------------------------------- ---------------------------------- --------------------------------
Net Income $ 9,137 $3,694 $3,144
------- ------ ------
Weighted Average Shares
Outstanding:
Common Shares 15,005 14,971 14,806
------ ------ ------
Basic Earnings Per Share 9,137 15,005 $0.61 3,694 14,971 $0.25 3,144 14,806 $0.21
===== ===== =====
Effect of Dilutive
Securities:
Share Options 1,469 1,885 1,888
Convertible Debt 1,207 14,500 1,207 14,500 1,542 14,500
------- ------ ------ ------ ------ ------
Diluted Earnings Per Share $10,344 30,974 $0.33 $4,901 31,356 $0.16 $4,686 31,194 $0.15
======= ====== ===== ====== ====== ===== ====== ====== =====
For 2000, 1999 and 1998 options to purchase 1,813,000, 1,451,000 and 1,273,000
shares respectively at prices, which ranged from $1.25 to $1.625, were not
included in the computation of diluted earnings per share because their effect
was antidilutive.
NOTE 7. PROFIT SHARING AND TAX DEFERRED SAVINGS (401K) PLAN AND PENSION PLAN
The Company has a profit sharing and tax deferred savings (401K) plan and a
defined contribution pension plan. The Company's contributions to the plans
generally vest to participants on the basis of length of employment. The Company
matches up to 2% of participants' base compensation to the tax deferred savings
(401K) plan. Profit sharing contributions by the Company, also based on base
compensation, may be made from profits not to exceed the Company's current net
income. Profit sharing contributions of 7% have been paid for 2000 and profit
sharing contributions of 4% were paid for 1999 and 1998, respectively. The
Company also makes a minimum pension contribution equal to 4% of participants'
base compensation, which is made each year regardless of current profits or
losses.
The amounts of the Company's contributions to the plans charged to income for
the years ended December 31, 2000, 1999, and 1998 were $578,000, $568,000, and
$444,000, respectively.
NOTE 8. STOCK OPTIONS
In 1998, the Company created the 1998 stock option plan (the "Share Plan") to
compensate certain directors, officers and employees of the Company. The Share
Plan provides for the issuance of up to 2,000,000 common shares and does not
have a fixed termination date.
In 1996, the Partnership created an option plan for its employees and management
entitled the 1996 Huntway Employee Incentive Option Plan (the "Unit Plan").
Effective with the Conversion, Huntway Refining Company assumed the obligation
to issue securities under the Unit Plan and will issue one share for each unit
option exercised. As of the Conversion on June 1, 1998 there were 3,957,750 unit
options outstanding under the Unit Plan and no additional options may be granted
subsequent to that date.
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The Compensation Committee of Huntway's Board of Directors administers both
plans. No member of the Compensation Committee may be an employee of Huntway
Refining Company.
The following summarizes stock option activity for the years ended December 31,
1998, 1999 and 2000:
Non- Weighted
Incentive Qualified Other Average
Stock Stock Stock Exercise
Options Options Options Price
--------- --------- --------- -----------
Outstanding at January 1, 1998 - 2,794,000 1,146,059 $ 0.50
Granted - 1,368,500 - $ 1.52
Exercised - - - $ -
Canceled - (3,000) - $ 0.92
------- --------- --------- -----------
Balance at December 31, 1998 - 4,159,500 1,146,059 $ 0.76
Granted - 300,000 - $ 1.63
Exercised - (123,500) - $ 0.50
Canceled - (62,500) - $ 1.13
------- --------- --------- -----------
Balance at December 31, 1999 - 4,273,500 1,146,059 $ 0.81
Granted - 300,000 - $ 1.17
Exercised - - - $ -
Canceled - (24,500) - $ 1.17
------- --------- --------- -----------
Balance at December 31, 2000 - 4,549,000 1,146,059 $ 0.83
======= ========= ========= ===========
The following summarizes pricing and term information for options outstanding at
December 31, 2000:
Weighted
Number Average
Outstanding at Remaining Exercisable at
Exercise Prices December 31, 2000 Contractual Life December 31, 2000
--------------- ----------------- ---------------- -----------------
$0.500 3,782,559 6.0 years 3,782,559
$1.000 100,000 9.4 years -
$1.250 200,000 9.3 years 100,000
$1.500 1,137,500 7.1 years 1,137,500
$1.625 175,000 7.6 years 75,000
$1.625 300,000 9.1 years 300,000
----------- ---------- ----------
5,695,059 6.6 years 5,395,059
=========== ========== ==========
On May 10, 2000 an option for 100,000 shares was issued under the Share Plan at
a price of $1.00, which was the closing price of the underlying shares on that
date. The option vests 25% on each of the first four anniversary dates of the
grant and expires on May 10, 2010.
On January 7, 2000 options for 200,000 shares were issued under the Share Plan
at a price of $1.25, which was the closing price of the underlying shares on
that date. Of these options, 100,000 vested on March 1, 2000 and the remaining
100,000 vest no earlier than October 15, 2001 and no later than October 15,
2002. The options expire on January 7, 2010.
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On August 5, 1999 options for 300,000 shares were issued under the Share Plan at
a price of $1.625, which was the closing price of the underlying shares on that
date. 150,000 of these options vested upon grant and the remaining 150,000
vested on October 15, 2000.
On June 16, 1998 options for 200,000 shares were issued under the Share Plan at
a price of $1.625, which was the closing price of the underlying shares on that
date. The options vest 25% on each of the first four anniversary dates of the
grants and expire on June 16, 2008.
On January 27, 1998, 1,098,500 unit options were granted at $1.50. These options
vested on October 15, 2000 and expire on October 15, 2010. On the grant date,
the market price of the units was $2.125. On April 1, 1998 an additional 70,000
unit options were granted at $1.50 that vested on October 15, 2000 and expire on
October 15, 2010. On the grant date the market price of the units was $1.8125.
As a result of these transactions, $708,000 in deferred compensation expense was
charged to income through 2000.
The Company accounts for its plans in accordance with Accounting Principles
Board Opinion No. 25 and recorded compensation expense related to stock and unit
option grants of $200,000, $242,000 and $421,000 in 2000, 1999 and 1998
respectively. Had compensation cost for the plans been determined in a manner
consistent with Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation", pro forma net income and net income per diluted
share or unit would have been $8,809,000 and $0.32, respectively, for 2000,
$3,324,000 and $0.14, respectively, for 1999 and $2,751,000 and $0.14,
respectively, for 1998.
The fair value of stock options granted during 2000 was $207,000. The fair value
of stock options was estimated on the grant date using the Black Scholes option
pricing model with the following weighted average assumptions: Risk free
interest rate of 7.00%; expected life of five years; and expected volatility of
67%.
The fair value of stock options granted during 1999 was $300,000. The fair value
of stock options was estimated on the grant date using the Black Scholes option
pricing model with the following weighted average assumptions: Risk free
interest rate of 6.46%; expected life of five years; and expected volatility of
66%.
The weighted average fair value of stock options granted during 1998 was
$1,787,000. The fair value of stock options was estimated on the grant date
using the Black Scholes option pricing model with the following weighted average
assumptions: Risk free interest rate of 5%; expected life of five years; and
expected volatility of 70%.
NOTE 9. CONTINGENCIES
As the Company's business is the refining of crude oil into liquid asphalt and
other light-end products, it is subject to certain environmental laws and
regulations. Adherence to environmental laws and regulations creates the
opportunity for unknown costs and loss contingencies to arise in the future.
Unknown costs and loss contingencies could also occur due to the nature of the
Company's business. The Company is not aware of any costs or loss contingencies
relating to environmental laws and regulations that have not been recorded in
its financial statements. However, future environmental costs cannot be
reasonably estimated due to unknown factors. Although environmental costs may
have a significant impact on results of operations for any single period, the
Company believes that such costs will not have a material adverse effect on the
Company's financial position, results of operations or cash flows.
The Company is party to a number of lawsuits and other proceedings arising in
the ordinary course of its business. While the results of such lawsuits and
proceedings cannot be predicted with certainty, management does not expect that
the ultimate liability, if any, will have a material adverse effect on the
financial position, results of operations, or cash flows of the Company.
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NOTE 10. SEGMENT INFORMATION AND SIGNIFICANT CUSTOMERS
The Company operates in the single reportable business segment of petroleum
refining.
Export sales were less than 5% of total sales in all periods.
Sales of liquid asphalt were approximately $96,045,000, $60,032,000 and
$48,221,000 in 2000, 1999 and 1998, respectively. Sales of light-end products
were approximately $97,248,000, $51,138,000 and $30,829,000 in 2000, 1999 and
1998, respectively.
One unrelated customer, Ultramar Diamond Shamrock, accounted for approximately
40% and 30% of revenues in 2000 and 1999, respectively. Two unrelated customers,
Ultramar Diamond Shamrock and Mobil Oil, accounted for approximately 17% and 11%
of revenues in 1998, respectively.
NOTE 11. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
The following is a summary of selected quarterly financial data for the years
ended December 31, 2000 and 1999:
Quarter
-------------------------------------------------------
First Second Third Fourth
------------ ----------- ----------- -----------
Revenues:
2000 $ 23,853,000 $46,240,000 $67,217,000 $55,983,000
1999 $ 12,599,000 $22,655,000 $41,527,000 $34,389,000
Operating Income:
2000 $ 393,000 $ 4,214,000 $ 6,549,000 $ 7,361,000
1999 $ 891,000 $ 1,971,000 $ 4,387,000 $ 1,945,000
Net Income (Loss):
2000 $ (254,000) $ 1,974,000 $ 3,331,000 $ 4,086,000
1999 $ 21,000 $ 666,000 $ 2,070,000 $ 937,000
Basic Income (Loss)
per Share:
2000 $ (0.02) $ 0.13 $ 0.22 $ 0.27
1999 $ - $ 0.04 $ 0.14 $ 0.06
Diluted Income (Loss)
per Share:
2000 $ (0.02) $ 0.07 $ 0.12 $ 0.14
1999 $ - $ 0.03 $ 0.08 $ 0.04
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the names, ages, positions with the Company and business
experience of the directors and executive officers of the Company as of December
31, 2000, is set forth below:
NAME AGE POSITION
---- --- --------
Warren J. Nelson 50 President, Chief Executive Officer
and Director
Earl G. Fleisher 50 Chief Financial Officer
Terrance L. Stringer 59 Executive Vice President, Supply,
Planning and Distribution
Lucian A. Nawrocki 55 Executive Vice President, Asphalt Sales
William G. Darnell 64 Vice President and General Manager/ Benicia
Juan Y. Forster 64 Director
Brian D. Hogan 56 Director
Harris Kaplan 50 Director
J.C. McFarland 54 Director
Richard Spencer 48 Director
Executive Officers:
Warren J. Nelson has served as President and Chief Executive Officer of the
Company since March 1, 2000 and Executive Vice President and Chief Financial
Officer of the Company since prior to 1996 and until March 1, 2000. Mr. Nelson
has been a Director of the Company since the Conversion.
Earl G. Fleisher has served as Chief Financial Officer of the Company since
March 1, 2000 and Controller of the Company since prior to 1996.
Terrance L. Stringer has served as Executive Vice President of Supply, Planning
and Distribution of the Company since prior to 1996.
Lucian A. Nawrocki has served as Executive Vice President of Asphalt Sales of
the Company since prior to 1996.
William G. Darnell has served as Vice President of the Company and General
Manager of Benicia since prior to 1996.
Directors:
Juan Y. Forster was President and Chief Executive Officer of the Company since
prior to 1996 and until March 1, 2000. Mr. Forster has been a Director of the
Company since the Conversion.
Brian D. Hogan has been Of Counsel to the law firm of Kirkland & Ellis since
February 1, 2000. From 1975 to January 31, 2000, Mr. Hogan was a Partner at
Kirkland & Ellis. Mr. Hogan has been a Director of the Company since May 2000
and is Chairman of the Compensation Committee and a member of the Audit
Committee.
Harris Kaplan has been President of Eastgate Management Corporation, an offshore
and domestic money management firm, since 1996. Mr. Kaplan was a member of the
management team of Nabors Industries, an oil service company, from prior to 1994
to 1996. Mr. Kaplan has been a Director of the Company since the Conversion and
is a member of the Audit Committee and the Compensation Committee.
J.C. McFarland has been an independent consultant since 1997 after having served
as Chairman and Chief Executive Officer of McFarland Energy, Inc., an
exploration and production company, from prior to 1994 to 1997.
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Mr. McFarland has been a Director of the Company since the Conversion and is
Chairman of the Audit Committee and a member of the Compensation Committee.
Richard Spencer has been Manager of Westcliff Management, LLC, a money
management firm, since prior to 1995. Mr. Spencer has been a Director of the
Company since the Conversion.
In connection with a refinancing by the Partnership in 1997, the Partnership
agreed to use its best efforts to nominate and cause to be elected as a director
of the Company at all times after the Conversion one individual selected by B
III Capital Partners, L.P. ("B III") and one individual selected by Lighthouse
Investors, L.L.C. ("Lighthouse"). This agreement expires with respect to B III
or Lighthouse when such person no longer owns Senior Subordinated Secured
Convertible Notes with a principal amount of at least $3.5 million or shares of
Common Stock issued on conversion of such Notes with a principal amount of at
least $3.5 million or a combination of the two. The individuals currently
selected by B III and Lighthouse are Messrs. Kaplan and Spencer, respectively.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of reports of ownership, reports of changes of
ownership and written representations under Section 16(a) of the Securities
Exchange Act of 1934 which were furnished to the Company during or with respect
to fiscal 2000 by persons which were, at any time during fiscal 2000, directors
or officers of the Company or beneficial owners of more than 10% of the
outstanding shares of Common Stock, all reports required by Section 16(a) during
fiscal 2000 were filed on a timely basis.
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ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth compensation information paid to our President
and Chief Executive Officer and our four other executive officers who earned the
most compensation during 2000.
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------
SECURITIES
NAME AND PRINCIPAL FISCAL UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) OPTIONS/SARS(#) COMPENSATION ($)
- --------------------- ------ ---------- --------- --------------- ----------------
Warren J. Nelson (1) 2000 $234,273 $250,000 200,000 $ 25,265(2)
President and Chief 1999 214,245 75,000 -- 17,365
Executive Officer 1998 207,000 207,000 180,000 17,510
Juan Y. Forster (1) 2000 $ 58,145 -- -- $171,208(3)
President and Chief Executive 1999 316,969 $102,454 -- 20,495
(retired effective March 1, 2000) 1998 306,250 306,000 180,000 19,487
Earl G. Fleisher (4) 2000 $144,814 $105,000 -- $ 24,313(5)
Chief Financial Officer 1999 116,966 37,814 -- 12,120
1998 113,012 113,000 70,000 11,724
Terrance L. Stringer 2000 $199,321 $125,000 -- $ 26,945(6)
Executive Vice President of 1999 199,321 64,414 -- 19,055
Supply, Planning & Distribution 1998 192,581 192,000 110,000 19,146
Lucian A. Nawrocki 2000 $159,694 $ 98,000 -- $ 26,408(7)
Executive Vice 1999 159,694 51,615 -- 17,663
President, Asphalt Sales 1998 154,294 154,000 110,000 17,086
William G. Darnell 2000 $145,189 $ 98,000 -- $ 22,921(8)
Vice President and 1999 130,596 42,210 -- 14,385
General Manager, 1998 126,180 126,000 90,000 14,017
Benicia
(1) Mr. Nelson succeeded Mr. Forster as President and Chief Executive Officer of
the Company on March 1, 2000, upon the retirement of Mr. Forster. Compensation
information for Mr. Nelson for 1998, 1999 and the first two months of 2000
represents amounts paid to Mr. Nelson for his service as the Executive Vice
President and Chief Financial Officer of the Company.
(2) Consists of $23,890 of Company contributions for 2000 to our Profit Sharing
and Money Purchase Plans and $1,366 for term life insurance paid for by our
company during the year.
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(3) Consists of $1,308 of Company contributions for 2000 to our Profit Sharing
and Money Purchase Plans, $726 for term life insurance paid for by our company
during the year and $169,174 paid pursuant to the Consulting Agreement between
Mr. Forster and our company during 2000.
(4) Mr. Fleisher succeeded Mr. Nelson as Chief Financial Officer of the Company
on March 1, 2000, upon Mr. Nelson becoming President and Chief Executive
Officer. Compensation information for Mr. Fleisher for 1998, 1999 and the first
three months of 2000 represents amounts paid to Mr. Fleisher for his service as
Controller of the Company.
(5) Consists of $23,890 of Company contributions for 2000 to our Profit Sharing
and Money Purchase Plans and $423 for term life insurance paid for by our
company during the year.
(6) Consists of $23,890 of Company contributions for 2000 to our Profit Sharing
and Money Purchase Plans and $3,055 for term life insurance paid for by our
company during the year.
(7) Consists of $23,890 of Company contributions for 2000 to our Profit Sharing
and Money Purchase Plans and $2,518 for term life insurance paid for by our
company during the year.
(8) Consists of $20,403 of Company contributions for 2000 to our Profit Sharing
and Money Purchase Plans and $2,518 for term life insurance paid for by our
company during the year.
OPTION GRANTS DURING FISCAL 2000
The following table describes the option to acquire shares of Common Stock
granted to Warren J. Nelson upon becoming the President and Chief Executive
Officer of the Company in March 2000. No other executive officer named in the
Summary Compensation Table above was granted options to acquire shares of Common
Stock during fiscal 2000.
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL RATES
SECURITIES GRANTED TO EXERCISE OF STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES IN OR BASE FOR OPTION TERM
OPTIONS FISCAL PRICE EXPIRATION ---------------------------
NAME GRANTED (#) (1) YEAR (%) ($/SH) DATE 5% ($) 10%($)
- ---- --------------- ------------- -------- ---------- ------ ------
Warren J. Nelson ....... 200,000 100% $1.25 01/07/2010 $157,224 $398,436
- ------------------
(1) Fifty-percent of the shares of Common Stock subject to the option vested on
the date of grant and the remaining fifty-percent will vest on January 1, 2002,
subject to certain exceptions.
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AGGREGATED OPTION EXERCISES IN FISCAL 2000 AND YEAR-END OPTION VALUES
The following table sets forth information with respect to exercises of options
during fiscal 2000 by the executive officers named in the Summary Compensation
Table above and the values of unexercised options held by them as of December
31, 2000.
NUMBER OF NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
SHARES UNDERLYING UNEXERCISED THE-MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END (1)
NAME ON EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- ----------- -------- -------------------------- --------------------------
Warren J. Nelson 0 $0 895,000/100,000 $307,500 / $ --
Juan Y. Forster 0 $0 740,250/ -- $370,125 / $ --
Earl G. Fleisher 0 $0 187,500/ -- $ 58,750 / $ --
Terrance L. Stringer 0 $0 405,000/ -- $147,500 / $ --
Lucian A. Nawrocki 0 $0 382,500/ -- $136,250 / $ --
William G. Darnell 0 $0 282,500/ -- $ 96,250 / $ --
- ------------------
(1) Options are considered "in-the-money" if the fair market value of the
underlying securities exceeds the exercise price of the options. The year-end
values represent the difference between the fair market value of the Common
Stock subject to in the money options (the closing price of the Common Stock on
December 29, 2000, as reported on the New York Stock Exchange was $1.00 per
share) and the exercise price of such options.
DIRECTOR COMPENSATION
We do not pay our directors any fee or additional compensation for service as
such, except as described below. We do, however, reimburse Board members for
out-of-pocket costs associated with attending meetings (such as travel, food and
lodging).
We have compensated certain non-employee directors for service on the Board by
granting them options under the Huntway Refining Company 1998 Stock Incentive
Plan. Upon the election of Mr. Hogan to the Board of Directors in May 2000, we
granted him an option under such Plan to purchase 100,000 shares of Common Stock
at an exercise price equal to the market price on the date of grant. The option
has a term of ten years and vests in four equal installments over four years,
subject to certain exceptions. We may further compensate Mr. Hogan and the other
non-employee directors for services on the Board, and may compensate future
non-employee directors for such service, by granting them options under such
Plan. The nature and amount of any such options have not yet been determined.
In consideration for services rendered as members of a special committee of the
Board formed in June 2000, which was established to consider the strategic
alternatives available to the Company, Messrs. Kaplan, McFarland and Hogan each
received a cash payment of $50,000 and the Company entered into an
Indemnification Agreement with each of them
PLANS, EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
PROFIT SHARING PLAN
Under our profit sharing plan, we may elect from time to time to make
contributions to the plan for the accounts of eligible covered employees. In
addition, each such employee may, within the limits applicable to tax-qualified
plans, elect to have up to 15% of his or her compensation (excluding bonus and
commission) contributed to his or
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her account by the Company on a pre-tax basis and we match such contribution up
to 2% of such compensation. Account balances are invested in one or more third
party investment funds selected by the employees from among those available
under the plan. Contributions elected by employees vest immediately. Company
discretionary and matching contributions vest beginning after three years of
credited service under the plan, on a cumulative basis of 20% per year of
credited service in excess of two. Vested contributions (after any earnings or
losses from the investment thereof) are distributed in a lump sum or
installments following termination of employment, but vested account balances
may under certain circumstances be withdrawn or borrowed earlier.
MONEY PURCHASE PLAN
We have a defined contribution pension plan for all of our eligible covered
employees. Under the plan, we contribute annually for the account of each
eligible employee an amount equal to 4% of such employee's compensation
(excluding bonus and commission). Contributions for the account of the employee
are invested in one or more third party investment funds selected by the
employee. Contributions vest beginning after two years of credited service under
the plan, on a cumulative basis resulting in full vesting after seven years of
such service. Vested contributions (after any earnings or losses from the
investment thereof) are distributed in an annuity, a lump sum or installments
following termination of employment.
NELSON EMPLOYMENT AGREEMENT
Effective March 1, 2000, we entered into an employment agreement with Mr. Nelson
in connection with his promotion to the office of President and Chief Executive
Officer of the Company. Mr. Nelson was thereupon granted an option for 200,000
shares of Common Stock of Huntway. The employment agreement is for a period of
three years, but may be extended for additional one year terms prior to his
sixty-fifth birthday.
The employment agreement with Mr. Nelson provides for among other things the
following: $250,000 annual base salary, which may be increased by the board from
time to time; discretionary bonus; discretionary stock options or other stock
incentives; and health, welfare and other fringe benefits.
The agreement provides that in the event of a "change in control" of the
Company, if Mr. Nelson is involuntarily terminated without "cause" or terminates
his employment for "good reason" within twelve months following the change in
control, Mr. Nelson will be entitled to among other things (i) a lump sum
payment equal to three times his then current base salary and target performance
bonus and (ii) to the continuation of certain health and other benefits for a
period of three years following the then current term of his employment
agreement, subject to certain limitations. The agreement also provides that in
the event Mr. Nelson is terminated (other than in the context of change in
control) for any reason other than "cause" or terminates his employment for
"good reason," he will be entitled to among other things (i) a lump sum payment
equal to his then current base salary and target performance bonus, (ii) the
continuation of certain health and other benefits for a period of one year
following termination of his employment and (iii) immediate vesting of all
outstanding stock options and the right to exercise all stock options until 60
days following termination of his employment.
CHANGE IN CONTROL POLICY
Effective June 6, 2000, the Board of Directors approved a change in control
policy for certain executive officers of the Company designated by the Board,
including without limitation Messrs. Fleisher, Stringer, Nawrocki and Darnell.
In the event of a "change in control" of the Company, if a participating
executive officer is involuntarily terminated without "cause" or terminates his
employment for "good reason" within twelve months following the change in
control, such executive officer is entitled to receive (i) a lump sum payment
equal to the officer's then current annual salary and target bonus and (ii) the
continuation of certain health and other benefits for a period of twelve months
following termination.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership (as such term is used in Section 13(d) of the Exchange Act) of Common
Stock as of March 23, 2001 by (a) the persons known by us to have then been the
beneficial owners of more than 5% of the outstanding shares of Common Stock, (b)
each director of the Company, (c) each of the executive officers of the Company
listed in the Summary Compensation Table above and (d) all directors and
executive officers of the Company as a group.
The address of each person set forth below is c/o Huntway Refining Company,
25129 The Old Road, Suite 322, Newhall, California 91381, unless otherwise
indicated.
NUMBER OF
SHARES (1) PERCENT
----------- -------
Lighthouse Investors, LLC .................................. 7,955,469(2) 35.6
200 Seventh Avenue, Suite 105
Santa Cruz, CA 95062
First Chicago Equity Corporation ........................... 5,320,518(3) 35.5
One First National Plaza
Chicago, IL 60670
DDJ Capital Management, LLC ................................ 5,333,333(4) 26.2
141 Linden Street, Suite S-4
Wellesley, MA 02181
Andre Danesh ............................................... 3,226,227(5) 20.0
Allied Financial Corp. .....................................
1583 Beacon Street
Brookline, MA 02146
Contrarian Capital Advisors, L.L.C ......................... 2,223,475(6) 13.2
411 West Putnam Avenue, Suite 225
Greenwich, CT 06830
Earl G. Fleisher ........................................... 213,700(7) 1.4
Juan Y. Forster ............................................ 1,180,250(8) 7.5
Harris Kaplan .............................................. 175,000(9) 1.2
J.C. McFarland ............................................. 257,000(10) 1.7
Warren J. Nelson ........................................... 956,400(11) 6.0
Richard Spencer ............................................ 7,950,882(2) 35.6
Brian D. Hogan ............................................. 25,000(12) (*)
William G. Darnell ......................................... 347,030(13) 2.3
Lucian A. Nawrocki ......................................... 424,754(14) 2.8
Terrance L. Stringer ....................................... 412,000(15) 2.7
All directors and executive officers as a group
(10 persons) .............................................. 12,050,216(16) 47.0
- -----------------------
* Less than one percent
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(1) Except as otherwise indicated, beneficial ownership means the sole power to
vote and dispose of shares.
(2) Includes shares beneficially owned by other persons who, together with
Lighthouse Investors, LLC, have filed a statement with the Securities and
Exchange Commission (the "SEC") pursuant to Section 13(d) of the Exchange
Act identifying themselves as a group. Such persons include Richard
Spencer. Also includes 7,333,333 shares which Lighthouse Investors, LLC has
the right to currently acquire through the conversion of Senior
Subordinated Secured Convertible Notes of the Company. According to the
statement filed with the SEC, the power to vote and dispose of 7,805,600 of
the shares is shared.
(3) Includes shares beneficially owned by other persons who, together with
First Chicago Equity Corporation, have filed a statement with the SEC
pursuant to Section 13(d) of the Exchange Act identifying themselves as a
group. According to the statement filed with the SEC, the power to vote and
dispose of all such shares is shared.
(4) Consists of shares which B III Capital Partners, L.P. has the right to
currently acquire through the conversion of Senior Subordinated Secured
Convertible Notes of the Company.
(5) Includes shares beneficially owned by other persons. Such persons include
the Andre Danesh 1997 IRRV Trust. Also includes 1,146,059 shares which such
Trust has the right to currently acquire through the exercise of
outstanding stock options.
(6) Includes 1,833,333 shares which Contrarian Capital Fund I, L.P., Contrarian
Capital Fund, II, L.P. and persons for which Contrarian Capital Advisors,
L.L.C. acts as agent or provides direction have the right to currently
acquire through the conversion of Senior Subordinated Secured Convertible
Notes of the Company.
(7) Includes 187,500 shares which Mr. Fleisher has the right to currently
acquire through the exercise of outstanding stock options.
(8) Includes 740,250 shares which Mr. Forster has the right to currently
acquire through the exercise of outstanding stock options.
(9) Includes 175,000 shares which Mr. Kaplan has the right to currently acquire
through the exercise of outstanding stock options.
(10) Includes 200,000 shares which Mr. McFarland has the right to currently
acquire through the exercise of outstanding stock options.
(11) Includes 895,000 shares which Mr. Nelson as the right to currently acquire
through the exercise of outstanding stock options.
(12) Consists of 25,000 shares which Mr. Hogan has the right to acquire within
60 days through the exercise of outstanding stock options.
(13) Includes 282,500 shares which Mr. Darnell has the right to currently
acquire through the exercise of outstanding stock options.
(14) Includes 382,500 shares which Mr. Nawrocki has the right to currently
acquire through the exercise of outstanding stock options.
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(15) Includes 405,000 shares which Mr. Stringer has the right to currently
acquire the exercise of outstanding stock options.
(16) Includes 10,626,083 shares which directors, nominees and executive officers
have the right to currently acquire or acquire within 60 days.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We entered into a consultant agreement with Mr. Forster on February 23, 2000 in
connection with his retirement as President and Chief Executive Officer. Such
agreement provides for among other things the retention of Mr. Forster as an
independent consultant until February 28, 2002, and thereunder Mr. Forster has
agreed to render certain consulting services until such date, in each case
subject to certain exceptions. As full and complete compensation for any and all
services which Mr. Forster may render during such term, we will pay him a
consulting fee at the rate of $15,000 per month of services performed. Mr.
Forster will also be provided health insurance and life insurance coverage
equivalent to his company-provided coverage on his termination date as
contemplated by this agreement, subject to changes in coverage generally
applicable to our employees, during such term.
The Company retained Kirkland & Ellis, a law firm in which Mr. Hogan, a director
of the Company, is Of Counsel, to perform certain legal services during 2000.
The fees paid by the Company for such services were not in excess of 5% of the
gross revenues of Kirkland & Ellis during 2000.
In March 2001, the Company entered into an agreement with the Andre Danesh 1997
IRRV Trust that amended the stock option agreements related to Huntway Common
Stock held by such Trust, for which amendment the Company paid $200,000 to the
Trust. Andre Danesh, a beneficial owner of more than 5 percent of the common
stock of the Company, is the sole trustee of such Trust.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
The financial statements, schedules and exhibits listed below are filed as a
part of this annual report.
(a)(1) FINANCIAL STATEMENTS
1) Balance Sheet as of the end of the two most recent fiscal years
2) Consolidated statements of operations, statements of cash flows, and
statement of capital for each of the three fiscal years preceding the
date of the most recent audited balance sheet
(a)(2) FINANCIAL STATEMENTS SCHEDULES
None. The financial statements schedules are omitted because of the absence of
the conditions under which they are required or because the required information
is included in the financial statements or notes thereto.
(a)(3) EXHIBITS
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
2.1 Agreement and Plan of Merger, dated March 20, 2001, by and
among Huntway Refining Company, Valero Refining and Marketing
Company and HAC Company (incorporated by reference to Exhibit
2.1 of the Registrant's Current Report on Form 8-K filed March
22, 2001, File No. 1-14159)
3.1 Certificate of Incorporation of Huntway Refining Company
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-4, File No.
333-45093, filed January 28, 1998)
3.2 Amended & Restated Bylaws of Huntway Refining Company
(incorporated by reference to Exhibit 3.2 of the Report of
Huntway Refining Company on Form 10-Q, filed May 15, 2000,
File No. 1-14159)
4.1 Indenture dated as of October 31, 1997 between Huntway
Partners, L.P. and State Street Bank and Trust Company, as
trustee, pursuant to which the 9 1/4% Senior Subordinated
Secured Convertible Notes due 2007 were issued (incorporated
by reference herein to Exhibit 4.1 of the Report of Huntway
Partners, L.P. on Form 8-K, filed November 17, 1997, File
No. 1-10091)
4.2 Form of 9 1/4% Senior Subordinated Secured Convertible Note
due 2007 (included in Exhibit 4.1) herein to Exhibit 4.2
of the Report of Huntway Partners, L.P.
4.3 First Supplemental Indenture dated as of January 14, 1998
between Huntway Partners, L.P. and State Street Bank and Trust
Company, as trustee, relating to the 9 1/4% Senior
Subordinated Secured Convertible Notes due 2007 (incorporated
by reference herein to Exhibit 10.4 of the Report of Huntway
Partners, L.P. on Form 8-K, filed March 31, 1998, File
No. 1-10091)
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Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
4.4 Second Supplemental Indenture dated as of March 30, 1998
between Huntway Partners, L.P., and State Street Bank and
Trust Company, as trustee, relating to the 9 1/4% Senior
Subordinated Secured Convertible Notes due 2007 (incorporated
by reference to Exhibit 4.2 of the Report of Huntway Refining
Company on Form 10-Q, filed May 15, 2000, File No. 1-14159)
4.5 Third Supplemental Indenture dated as of June 1, 1998 between
Huntway Refining Company, successor by merger to Huntway
Partners L.P., and State Street Bank and Trust Company, as
trustee, relating to the 9 1/4% Senior Subordinated Secured
Convertible Notes due 2007 (incorporated by reference to
Exhibit 4.5 of the Report of Huntway Refining Company on Form
10-Q, filed May 15, 2000, File No. 1-14159)
4.6 Fourth Supplemental Indenture dated as of April 7, 2000
between Huntway Refining Company and State Street Bank and
Trust Company, as Trustee, relating to the 9 1/4% Senior
Subordinated Secured Notes due 2007 (incorporated by reference
to Exhibit 4.6 of the Report of Huntway Refining Company on
Form 10-Q, filed May 15, 2000, File No. 1-14159)
4.7 Exchange and Purchase Agreement entered into as of October 31,
1997, by and among Huntway Partners, L.P., Lighthouse
Investors, L.L.C., B III Capital Partners, L.P., Contrarian
Capital Fund I, L.P., Contrarian Capital Fund II, L.P.,
Oppenheimer Horizon Partners, L.P., Oppenheimer Institutional
Horizon Partners, L.P., Oppenheimer International Horizon
Fund II, Ltd., Oppenheimer & Co., and The & Trust, First Plaza
Group Trust and The IBM Retirement Plan Trust (incorporated by
reference herein to Exhibit 10.2 of the Report of Huntway
Partners, L.P. on Form 8-K, filed November 17, 1997, File
No. 1-10091)
4.8 Indenture dated as of December 12, 1996 between Huntway
Partners, L.P. and IBJ Schroder Bank & Trust Company (n/k/a
IBJ Whitehall Bank & Trust Company), as trustee, relating to
the Junior Subordinated Notes due 2005, including the forms of
security (incorporated by reference herein to Exhibit 4.2 of
the Report of Huntway Partners, L.P. on Form 8-K, filed
December 27, 1996, File No. 1-0091)
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Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
4.9 First Supplemental Indenture dated as of October 31, 1997
between Huntway Partners, L.P. and IBJ Schroder Bank & Trust
(n/k/a IBJ Whitehall Bank & Trust Company), as trustee,
relating to the Junior Subordinated Notes due 2005
(incorporated by reference herein to Exhibit 10.3 of the
Report of Huntway Partners, L.P. on Form 8-K, filed March 31,
1998, File No. 1-10091)
4.10 Second Supplemental Indenture dated as of April 7, 1999
between Huntway Refining Company and IBJ Whitehall Bank &
Trust Company (f/k/a IBJ Schroder Bank & Trust Company), as
trustee, relating to the Junior Subordinated Notes due
20Company and IBJ Whitehall Bank & Trust Company (f/k/a IBJ
Schroder Bank & Trust Company), as trustee, relating to the
Junior Subordinated Notes due 20 (incorporated by reference to
Exhibit 4.10 of the Report of Huntway Refining Company on Form
10-Q, filed May 15, 2000, File No. 1-14159)
4.11 Third Supplemental Indenture dated as of April 10, 2000
between Huntway Refining Company and The Bank of New York, as
trustee (succeeding IBJ Whitehall Bank & Trust Company),
relating to the Junior Subordinated Notes due 2005
(incorporated by reference to Exhibit 4.11 of the Report of
Huntway Refining Company on Form 10-Q, filed May 15, 2000,
File No. 1-14159)
4.12 Sequencing and Amendatory Agreement dated as of October 31, 1997
among Huntway Partners, L.P., Sunbelt Refining Company, L.P.,
Lighthouse Investors, L.L.C., B III Capital Partners, L.P., Contrarian
Capital Fund I, L.P., Contrarian Capital Fund II, L.P., Bankers Trust
Company, Massachusetts Mutual Life Insurance Company, Mellon Bank,
N.A., as trustee for First Plaza Group Trust, Oppenheimer & Company,
Inc., as agent for itself and as agent for Oppenheimer Horizon Partners,
L.P., Oppenheimer Institutional Horizon Partners, L.P., Oppenheimer
International Horizon Fund II Ltd. and The & Trust, The IBM Retirement
Plan Trust, Lindner Growth Fund, Madison Dearborn Partners III
First Chicago Equity Corporation, United States Trust Company of New
York, as Collateral Agent under the Intercreditor Agreement, State Street
Bank and Trust Company, as trustee under the indenture pursuant to
which the 91/4% Senior Subordinated Secured Convertible
Notes due 2007 were issued, and Fleet National Bank, as trustee under the
indenture pursuant to which the 12% Senior Notes (Other) were issued
(incorporated by reference herein to Exhibit 10.1 of the Report of Huntway
Partners, L.P. on Form 8-K, filed November 17, 1997, File No. 1-10091)
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Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
4.13 Refinancing and Amendatory Agreement dated as of January 20, 1999
among Huntway Refining Company, Sunbelt Refining Company, L.P.,
Lighthouse Investors, L.L.C., BIII Capital Partners, L.P., Contrarian
Capital Fund I, L.P., Contrarian Capital Fund II, L.P., Mellon Bank,
N.A., as trustee for First Plaza Group Trust, Contrarian Capital Advisors,
L.L.C., as agent for the entities listed under its signature thereon, and The
IBM Retirement Plan Trust, Bankers Trust Company, Oppenheimer &
Co., Inc., Lindner Growth Fund, Madison Dearborn Partners III and
First Chicago Equity Corporation, United States Trust Company of
New York, as Collateral Agent under the Intercreditor Agreement,
State Street Bank and Trust Company, as trustee under the Senior
Subordinated Indenture, State Street Bank and Trust Company, as
successor in interest to Fleet National Bank, as trustee under the
Senior Indenture, and Boeing Capital Corporation (incorporated by
reference herein to Exhibit 4.11 of the Report of Huntway Refining
Company on Form 10-K, filed March 31, 1999, File No. 1-14159)
4.14 Second Refinancing and Amendatory Agreement dated as of
October 29, 1999 among Huntway Refining Company, a Delaware
corporation (the "Company"), Sunbelt Refining Company, L.P.
("Sunbelt"), Bankers Trust Company ("BT"), Boeing Capital
Corporation ("Boeing Capital"), Lighthouse Investors, L.L.C.,
a Delaware limited liability company ("Lighthouse"), B III
Capital Partners, L.P., a Delaware limited partnership
("Contrarian I"), Contrarian Capital Fund II, L.P., a Delaware
limited partnership ("Contrarian II"), Mellon Bank, N.A., as
trustee for First Plaza Group Trust ("Mellon"), Contrarian
Capital Advisors, L.L.C., as agent for the entities listed
under its signature heron ("Contrarian"), and the IBM
Retirement Plan Trust ("IBM"; Lighthouse, B III, Contrarian I,
Contrarian II, Mellon, Contrarian and IBM being sometimes
referred to as the "Senior Subordinated Lenders), United
States Trust Company of New York, as Collateral Agent under
the Existing Trust Company, as trustee under the Senior
Subordinated Indenture referred to below (the "Senior
Subordinated Trustee"), and Bank of America, N.A. ("B of A")
(Incorporated by reference herein to Exhibit 4.2 of the Report
of Huntway Refining Company on Form 10-Q, filed on September
30, 1999, File No. 1-14159)
4.15 Loan Agreement entered into as of January 20, 1999, between
Boeing Capital Corporation and Huntway Refining Company
(incorporated by reference herein to Exhibit 4.12 of the
Report of Huntway Refining Company on Form 10-K, filed March
31, 1999, File No. 1-14159)
4.16 Amendment Number One to Loan Agreement dated as of January 31,
1999 between Boeing Capital Corporation and Huntway Refining
Company (incorporated by reference herein to Exhibit 4.13 of
the Report of Huntway Refining Company on Form 10-K, filed
March 31, 1999, File No. 1-14159)
4.17 Amendment Number Two to Loan Agreement dated as of April 12,
2000 between Boeing Capital Corporation and Huntway Refining
Company (incorporated by reference herein to Exhibit 4.16 of
the Report of Huntway Refining Company on Form 10-Q, filed May
15, 2000, File No. 1-14159)
4.18 Secured Promissory Note - Term Loan B dated as of April 12,
2000 issued by Huntway Refining Company to Boeing Capital
(incorporated by reference herein to Exhibit 4.17 of the
Report of Huntway Refining Company on Form 10-Q, filed May 15,
2000, File No. 1-14159)
4.19 Business Loan Agreement (Receivables and Inventory) dated as
of October 29, 1999 between Bank of America, N.A. and Huntway
Refining Company (incorporated by reference herein to Exhibit
4.1 of the Report of Huntway Refining Company on Form 10-Q,
filed on November 15, 1999, File No. 1-14159)
4.20 Amendment No. 3 to Business Loan Agreement (Receivables and
Inventory) dated as of August 2, 2000 between Bank of America,
N.A. and Huntway Refining Company (incorporated by reference
herein to Exhibit 10.1 of the Report of Huntway Refining Company
on Form 10-Q, filed on November 14, 2000, File No. 1-14159)
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Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
4.21 Amendment No. 4 to Business Loan Agreement (Receivables and
Inventory) dated as of October 30, 2000 between Bank of America,
N.A. and Huntway Refining Company
10.1 Second Amended and Restated Agreement of Limited Partnership of
Sunbelt Refining Company, L.P. (incorporated by reference herein to
Exhibit 10.8 of the Annual Report of Huntway Partners, L.P. on Form
10-K, filed March 30, 1990, File No. 1-10091)
10.2 Amended and Restated Ground Lease dated as of July 31, 1987 by and
between Industrial Asphalt and Huntway Partners, L.P. (incorporated
by reference herein to Exhibit 10.7 of the Registration Statement of
Huntway Partners, L.P. on Form S-1, filed September 26, 1988,
File No. 33-24445).
10.3 Huntway Partners, L.P. 1996 Employee Incentive Option Plan
dated as of December 12, 1996 (incorporated by reference
herein to Appendix C of the Consent Solicitation and
Disclosure Statement of Huntway Partners, L.P. on Schedule
14A, filed October 15, 1996, File No. 1-10091)
10.4 Huntway Refining Company 1998 Stock Incentive Plan
(incorporated by reference to Exhibit B to the Proxy
Statement/Prospectus included in Exhibit 10.28 of the Report
of Huntway Refining Company on Form S-4/A, filed April 13,
1998, File No. 333-45093)
10.5 Amended and Restated Registration Rights Agreement entered into
as of October 31, 1997, by and among Huntway Partners, L.P.,
Lighthouse Investors, L.L.C., B III Capital Partners, L.P.,
Contrarian Capital Fund I, L.P., Contrarian Capital Fund II, L.P.,
Mellon Bank, N.A., as trustee for First Plaza Group Trust,
Oppenheimer & Company, Inc., for itself and as agent for Oppenheimer
Horizon Partners, L.P., Oppenheimer Institutional Horizon Partners,
L.P., Oppenheimer Horizon Fund II, Ltd. and The & Trust, The IBM
Retirement Plan Trust, First Chicago Equity Corporation and Madison
Dearborn Partners, III (incorporated by reference herein to Exhibit
10.3 of the Report of Huntway Partners, L.P. on Form 8-K, filed
November 17, 1997, File No. 1-10091)
10.6 Amended and Restated Registration Rights Agreement entered into as
of October 31, 1997, by and among Huntway Partners, L.P., Lighthouse
Investors, L.L.C., B III Capital Partners, L.P., Contrarian Capital
Fund I, L.P., Contrarian Capital Fund II, L.P., Mellon Bank, N.A., as
trustee for First Plaza Group Trust, Oppenheimer & Company, Inc., for
itself and as agent for Oppenheimer Horizon Partners, L.P., Oppenheimer
Institutional Horizon Partners, L.P., Oppenheimer Horizon Fund II, Ltd.
and The & Trust, The IBM Retirement Plan Trust, First Chicago Equity
Corporation and Madison Dearborn Partners, III (incorporated by reference
herein to Exhibit 10.3 of the Report of Huntway Partners, L.P. on Form 8-K,
filed November 17, 1997, File No. 1-10091)
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56
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
10.7 Settlement and Release dated November 30, 1998, by and between
Andre Danesh and Huntway Refining Company (incorporated by
reference to Exhibit 4.6 of the Report of Huntway Refining
Company on Form 10-K, filed March 30, 2000, File No. 1-14159)
10.8 Separation and Consulting Agreement dated February 23, 2000 but
effective as of November 17, 1999 by and between Huntway Refining
Company and Juan Y. Forster. (incorporated by reference to Exhibit
4.6 of the Report of Huntway Refining Company on Form 10-K, filed
March 30, 2000, File No. 1-14159)
10.9 Employment agreement made as of March 1, 2000 by and between
Huntway Refining Company, a Delaware corporation and Warren J.
Nelson. (Incorporated by reference to Exhibit 10.1 of the
Report of Huntway Refining Company on Form 10-Q filed August
14, 2000, File No. 1-14159)
10.10 Change in control agreement made as of July 6, 2000 by and
between Huntway Refining Company, a Delaware corporation and
the officers of the company. (Incorporated by reference to
Exhibit 10.1 of the Report of Huntway Refining Company on Form
10-Q filed August 14, 2000, File No. 1-14159)
10.11 Purchase and Sale Agreement and Joint Escrow Instructions
dated February 1, 2001 by and between Calmat Co. and Huntway
Refining Company
10.12 Option Agreement dated as of March 13, 1996 by and between the
Andre Danesh 1997 IRRV Trust (as assignee of Andre Danesh) and
Huntway Refining Company and amendment to such Option Agreement
dated March 19, 2001.
10.13 Option Agreement dated as of December 30, 1996 by and between the
Andre Danesh 1997 IRRV Trust (as assignee of Andre Danesh) and
Huntway Refining Company and amendment to such Option Agreement
dated March 19, 2001.
21 Schedule of Subsidiaries (incorporated by reference herein to
Exhibit 22 of the Registration Statement of Huntway Partners, L.P.
on Form S-1, as amended by Amendment No. 2, filed November 2, 1988,
Registration No. 33-24445).
(b) REPORTS ON FORM 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Huntway Refining Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 2001.
HUNTWAY REFINING COMPANY
By: /s/ Warren J. Nelson
-----------------------------------
Warren J. Nelson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 30, 2001.
Signature Title
--------- -----
/s/ Warren J. Nelson
- ---------------------------
Warren J. Nelson Member of the Board of Directors and
President and Chief Executive Officer
/s/ Earl G. Fleisher
- ---------------------------
Earl G. Fleisher Chief Financial Officer (Principal
Accounting Officer)
/s/ Juan Y. Forster
- ---------------------------
Juan Y. Forster Chairman of the Board of Directors
/s/ Brian D. Hogan
- ---------------------------
Brian D. Hogan Member of the Board of Directors
/s/ Harris Kaplan
- ---------------------------
Harris Kaplan Member of the Board of Directors
/s/ John C. McFarland
- ---------------------------
John C. McFarland Member of the Board of Directors
/s/ Richard Spencer
- ---------------------------
Richard Spencer Member of the Board of Directors
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