<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period Ended May 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 333-35083
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UNITED REFINING COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1411751
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Bradley Street
- -----------------
Warren, Pennsylvania 16365
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(address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code 814-726-4674
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Number of shares outstanding of Registrant's Common Stock as of July 14, 1999:
100.
1
<PAGE> 2
<TABLE>
<CAPTION>
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TABLE OF ADDITIONAL REGISTRANTS
Primary Standard
State of Other Industrial IRS Employer
Jurisdiction of Classification Identification Commission File
Name Incorporation Number Number Number
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<S> <C> <C> <C> <C>
Kiantone Pipeline Corporation New York 4612 25-1211902 333-35083-01
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Kiantone Pipeline Company Pennsylvania 4600 25-1416278 333-35083-03
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United Refining Company of Pennsylvania 5541 25-0850960 333-35083-02
Pennsylvania
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United Jet Center, Inc. Delaware 4500 52-1623169 333-35083-06
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Kwik-Fill, Inc. Pennsylvania 5541 25-1525543 333-35083-05
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Independent Gas and Oil Company of New York 5170 06-1217388 333-35083-11
Rochester, Inc.
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Bell Oil Corp. Michigan 5541 38-1884781 333-35083-07
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PPC, Inc. Ohio 5541 31-0821706 333-35083-08
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Super Test Petroleum, Inc. Michigan 5541 38-1901439 333-35083-09
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Kwik-Fil, Inc. New York 5541 25-1525615 333-35083-04
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Vulcan Asphalt Refining Corporation Delaware 2911 23-2486891 333-35083-10
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</TABLE>
2
<PAGE> 3
UNITED REFINING COMPANY
AND SUBSIDIARIES
INDEX
================================================================================
PART I. FINANCIAL INFORMATION PAGE(S)
--------------------------------
Item 1. Financial Statements
Consolidated Balance Sheets -
May 31, 1999 and August 31, 1998 4
Consolidated Statements of Operations -
Nine Months and Quarters Ended May 31, 1999 and 1998 5
Consolidated Statements of Cash Flows -
Nine Months Ended May 31, 1999 and 1998 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-14
PART II. OTHER INFORMATION 15
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3
<PAGE> 4
PART 1 -- FINANCIAL INFORMATION
- -------------------------------
ITEM 1. FINANCIAL STATEMENTS
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
======================================================================================================
MAY 31,
1999 AUGUST 31,
(UNAUDITED) 1998
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 11,705 $ 26,400
Accounts receivable, net 32,241 27,017
Inventories 78,881 55,124
Prepaid expenses and other assets 9,189 7,727
Deferred income taxes 5,024 5,024
- ------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 137,040 121,292
- ------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT:
Cost 271,224 256,895
Less: accumulated depreciation 64,633 58,918
- ------------------------------------------------------------------------------------------------------
NET PROPERTY, PLANT AND EQUIPMENT 206,591 197,977
- ------------------------------------------------------------------------------------------------------
RESTRICTED CASH AND CASH EQUIVALENTS AND INVESTMENTS 7,060 15,289
DEFERRED FINANCING COSTS, NET 6,579 7,244
OTHER ASSETS 7,163 777
- ------------------------------------------------------------------------------------------------------
$364,433 $342,579
======================================================================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT:
Revolving credit facility $ 27,500 $ --
Current installments of long-term debt 247 283
Accounts payable 21,908 25,298
Accrued liabilities 16,036 11,823
Sales, use and fuel taxes payable 15,698 26,026
- ------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 81,389 63,430
LONG TERM DEBT: LESS CURRENT INSTALLMENTS 200,815 201,026
DEFERRED INCOME TAXES 18,647 16,889
DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN OBLIGATIONS 2,044 2,205
DEFERRED RETIREMENT BENEFITS 13,721 12,350
OTHER NONCURRENT LIABILITIES 468 1,442
- ------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 317,084 297,342
- ------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Common stock, $.10 par value per share - shares authorized
100; issued and outstanding 100 -- --
Additional paid-in capital 7,150 7,150
Retained earnings 40,199 38,087
- ------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDER'S EQUITY 47,349 45,237
- ------------------------------------------------------------------------------------------------------
$364,433 $342,579
======================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
-------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
=====================================================================================================================
THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
--------------------------------------------------------------
1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES $185,313 $175,246 $517,067 $551,811
COSTS OF GOODS SOLD 152,468 152,541 442,059 492,976
- ---------------------------------------------------------------------------------------------------------------------
GROSS PROFIT 32,845 22,705 75,008 58,835
- ---------------------------------------------------------------------------------------------------------------------
EXPENSES:
Selling, general and administrative expenses 17,939 19,186 57,133 56,479
Depreciation and amortization expenses 2,358 2,273 7,070 6,820
- ---------------------------------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 20,297 21,459 64,203 63,299
- ---------------------------------------------------------------------------------------------------------------------
OPERATING INCOME/(LOSS) 12,548 1,246 10,805 (4,464)
- ---------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest income 162 560 905 2,274
Interest expense (5,654) (5,649) (16,545) (16,665)
Other, net (78) 1 458 285
- ---------------------------------------------------------------------------------------------------------------------
(5,570) (5,088) (15,182) (14,106)
- ---------------------------------------------------------------------------------------------------------------------
INCOME/(LOSS) BEFORE INCOME TAX 6,978 (3,842) (4,377) (18,570)
INCOME TAX EXPENSE (BENEFIT) 2,764 (1,528) (1,706) (7,424)
- ---------------------------------------------------------------------------------------------------------------------
INCOME/(LOSS) BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 4,214 (2,314) (2,671) (11,146)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES OF $3,122 4,783 -- 4,783 --
- ---------------------------------------------------------------------------------------------------------------------
NET INCOME/(LOSS) $ 8,997 $ (2,314) $ 2,112 $(11,146)
=====================================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS -- (UNAUDITED)
-------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
==================================================================================================
NINE MONTHS ENDED
MAY 31,
-------------------------
1999 1998
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 2,112 $(11,146)
Adjustments to reconcile net income/(loss) to net cash
used in operating activities:
Cumulative effect of accounting change (7,905) --
Depreciation and amortization 9,295 7,295
Post-retirement benefits 1,371 1,372
Change in deferred income taxes 1,758 (8,582)
(Gain) loss on asset dispositions (906) 33
Cash used in working capital items (41,107) (2,300)
Other, net (18) (121)
- --------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS (37,512) (2,303)
- --------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (35,400) (13,449)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash, cash equivalents and investments 8,229 18,768
Additions to property, plant and equipment (17,216) (22,917)
Proceeds from asset dispositions 2,439 560
- --------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (6,548) (3,589)
- --------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on revolving credit facility 27,500 12,000
Proceeds from issuance of long term debt -- 156
Principal reductions of long-term debt (247) (164)
Deferred financing costs -- (283)
- --------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 27,253 11,709
- --------------------------------------------------------------------------------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (14,695) (5,329)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 26,400 11,024
- --------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 11,705 $ 5,695
==================================================================================================
CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS:
Accounts receivable, net $ (5,224) $ 2,061
Inventories (23,757) 5,953
Prepaid expenses and other assets (1,462) 956
Accounts payable (3,390) (13,272)
Accrued liabilities 3,054 1,556
Sales, use and fuel taxes payable (10,328) 446
- --------------------------------------------------------------------------------------------------
TOTAL CHANGE $(41,107) $ (2,300)
==================================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
1. BASIS OF PRESENTATION The accompanying unaudited consolidated
financial statements have been prepared in
accordance with generally accepted accounting
principles for interim financial information
and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly,
they do not include all of the information
and footnotes required by generally accepted
accounting principles for complete financial
statements. In the opinion of management, all
adjustments (consisting of only normal
recurring accruals) considered necessary for
a fair presentation have been included.
Operating results for the three and nine
month periods ended May 31, 1999 are not
necessarily indicative of the results that
may be expected for the year ending August
31, 1999. For further information, refer to
the consolidated financial statements and
footnotes thereto incorporated by reference
in the Company's Form 10-K filing dated
November 30, 1998.
2. ACCOUNTING CHANGE Effective March 1, 1999, the Company changed
its method of accounting for major
maintenance turnarounds and recorded a $4.8
million credit, net of income taxes of $3.1
million as the cumulative effect change as of
September 1, 1998. Under the new accounting
principle, the Company defers the cost of
turnarounds when incurred and amortizes the
costs to operations on a straight-line basis
over the period of benefit. Previously,
turnaround costs were estimated and accrued
and charged to operations over the period
preceding the next scheduled turnaround. The
change was due to the increasingly difficult
estimation process of determining the
accurate costs charged to operations, due in
part to the numerous and ever changing
environmental rules and regulations. This
change enables the Company to more accurately
charge costs to production over the period
most clearly benefited by the turnaround.
Pro forma amounts assuming the new accounting
method is applied retroactively are as
follows (in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, 1998 MAY 31, 1998
----------------------------------------------------------------------------------------
As reported Proforma adjusted As reported Proforma adjusted
<S> <C> <C> <C> <C>
Pretax loss $(3,842) $(3,642) $(18,570) $(17,997)
Net loss $(2,314) $(2,194) $(11,146) $(10,802)
</TABLE>
The effect of this change on the prior
quarters previously reported are as follows
(in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
NOVEMBER 30, 1998 FEBRUARY 28, 1999
---------------------------------------------------------------------------------------------
As reported Proforma adjusted As reported Proforma adjusted
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Pretax loss $(893) $(734) $(10,908) $(10,621)
Net loss $(546) $(450) $( 6,609) $( 6,435)
</TABLE>
7
<PAGE> 8
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
================================================================================
3. COMPREHENSIVE INCOME The Company has adopted Statement of
Financial Accounting Standards (SFAS) No.
130, REPORTING COMPREHENSIVE INCOME, which
establishes standards for reporting and
display of comprehensive income, its
components and accumulated balances.
Comprehensive income is defined to include
all changes in equity except those resulting
from investments by owners and distributions
to owners. Among other disclosures, SFAS No.
130 requires that all items that are required
to be recognized under current accounting
standards as components of comprehensive
income be reported in a financial statement
that is displayed with the same prominence as
other financial statements. For interim
reporting purposes, SFAS No. 130 requires
disclosure of total comprehensive income.
Total comprehensive income for the three and
nine month periods ended May 31, 1999 and
1998 is the same as the reported net income.
4. SUBSIDIARY GUARANTORS Summarized financial information for the
Company's wholly owned subsidiary guarantors
is as follows (in thousands):
<TABLE>
<CAPTION>
MAY 31, 1999
(UNAUDITED) AUGUST 31, 1998
-----------------------------------------------------------------------------------------
<S> <C> <C>
Current assets $ 46,359 $ 39,901
Noncurrent assets 82,776
73,666
Current liabilities 121,797
103,977
Noncurrent liabilities 10,484
10,651
-----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
---------------------------------------------------------------------------
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $111,887 $109,573 $313,573 $326,502
Gross profit
18,896 15,046 53,182 47,820
Operating income/(loss)
1,247 (2,219) 90 (3,276)
Net loss
(291) (1,938) (2,196) (3,907)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE> 9
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Recent Developments
During the month of June 1999, the Company's margins on wholesale
gasoline and distillate were negatively affected by worldwide petroleum margins,
as indicated by prices of NYMEX contracts for crude oil and petroleum products,
which were unusually low for that month. Because of the low June margins, the
Company operated its refinery slightly below capacity in June 1999. However, in
early July, margins improved sufficiently that the Company expects to return
refinery operations to maximum rates in mid July.
Results of Operations
For the fiscal quarter ended May 31, 1999, the Company's results were
significantly affected by a recovery in world crude oil prices, as indicated by
prices of NYMEX crude oil contracts, which had reached a low in December 1998,
after declining almost continuously since October 1997. During the fiscal
quarter ended May 31, 1999, the prices of these contracts increased
substantially, with prices of NYMEX crude oil contracts which traded in May 1999
averaging more than $5.50 per barrel higher than those traded in February 1999.
These rising crude oil prices, and corresponding increases in product prices,
benefited the Company's margins on wholesale gasoline and distillate, as refined
products were produced and sold from crude oil purchased approximately one month
earlier at significantly lower prices. The Company also benefited from higher
refinery operating rates in the fiscal quarter ended May 31, 1999 as compared to
the fiscal quarter ended May 31, 1998, when the refinery crude oil distillation
unit and certain other processing units had undergone a 22 day scheduled
shutdown for maintenance and upgrading.
For the fiscal quarter ended May 31, 1999, Costs of Goods Sold, Gross
Profit and Operating Income benefited from an increase in the valuation of
working inventories as a result of rising petroleum prices. The increase in the
valuation of working inventories for the fiscal quarter ended May 31, 1999 was
approximately $8.8 million compared to an increase in the valuation of
approximately $0.7 million for the fiscal quarter ended May 31, 1998. For the
nine months ended May 31, 1999, Costs of Goods Sold, Gross Profit, and Operating
Income also benefited from an increase in the valuation of working inventories,
as the valuation increase in the fiscal quarter ended May 31, 1999 more than
offset valuation declines in the two preceding fiscal quarters. The increase in
the valuation of working inventories for the nine months ended May 31, 1999 was
approximately $5.2 million compared to a reduction in the valuation of working
inventories of approximately $8.9 million for the nine months ended May 31,
1998. However, such changes in inventory valuation did not have a material
effect on the Company's operating cash flow.
Matters discussed below should be read in conjunction with the
accompanying unaudited financial information. Certain statements contained in
this report are forward-looking. Although management believes that its
expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual
results will not differ materially from its expectations. Factors that could
cause actual results to differ from expectations include general economic,
business and market conditions, volatility of gasoline prices, merchandise
margins, customer traffic, weather conditions, labor costs and the level of
capital expenditures. For other important factors that may cause actual results
to differ materially from expectations and underlying assumptions, see the
Company's periodic filings with the Securities and Exchange Commission.
9
<PAGE> 10
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Comparison of Fiscal Quarters ended May 31, 1999 and May 31, 1998
Net Sales. Net sales increased $10.1 million or 5.7% from $175.2
million for the fiscal quarter ended May 31, 1998 to $185.3 million for the
fiscal quarter ended May 31, 1999. The increase was primarily due to a 16.4%
increase in wholesale petroleum sales volume and an 18.5% increase in retail
merchandise sales, partially offset by a 3.6% decrease in wholesale petroleum
prices, and by a 2.8% decrease in retail petroleum sales volume. The increased
wholesale volume was primarily due to higher refinery runs in the fiscal quarter
ended May 31, 1999 as compared to the fiscal quarter ended May 31, 1998, when
certain refinery processing units underwent a scheduled 22 day maintenance
shutdown. The decreased retail petroleum volume was due in part to the permanent
shutdown of some underperforming retail stations since the fiscal quarter ended
May 31, 1998. An additional cause of the decreased retail petroleum volume was a
larger number of retail stations shut down for rebuilding or upgrading under the
Company's Capital Improvement Plan ("the Plan") during the fiscal quarter ended
May 31, 1999 than was the case during the quarter ended May 31, 1998. However,
strong gains in merchandise sales at stations previously improved under the Plan
enabled the Company in the quarter ended May 31, 1999, to continue to increase
merchandise sales versus prior year levels. The decrease in wholesale petroleum
prices was primarily the result of lower world petroleum prices, as indicated by
NYMEX contract prices, which in the fiscal quarter ended May 31, 1999, despite a
significant recovery from the level of the immediately preceding quarter, still
averaged lower than for the fiscal quarter ended May 31, 1998.
Costs of Goods Sold. Costs of goods sold was substantially unchanged at
$152.5 million for both the fiscal quarter ended May 31, 1998 and for the fiscal
quarter ended May 31, 1999. This was the result of a larger positive impact on
costs of goods sold from changes in the working inventory valuation in the
quarter ended May 31, 1999 than in the quarter ended May 31, 1998, which offset
higher refinery runs for the quarter ended May 31, 1999 as compared to the
quarter ended May 31, 1998. The change in the impact of the working inventory
valuation on costs of goods sold was the result of a significant increase in
world petroleum prices during the quarter ended May 31, 1999.
Operating Expenses. Operating expenses decreased $1.2 million or 5.4%
from $21.5 million for the fiscal quarter ended May 31, 1998 to $20.3 million
for the fiscal quarter ended May 31, 1999. The decrease was primarily due to
reductions in contract service fees and in retail wages, partially offset by
increased retail promotion expenses. The reduction in contract service fees was
primarily due to a reduction in contract services connected with the Plan as
implementation of the Plan nears completion. The reduction in retail wages was
primarily due to the closure of some nonperforming retail stations. The
increased retail promotion expenses were primarily in connection with a
"frequent fueler" program which has been effective in increasing retail gasoline
volume.
Operating Income. Operating income increased $11.3 million from $1.2
million for the fiscal quarter ended May 31, 1998 to $12.5 million for the
fiscal quarter ended May 31, 1999. This improvement was due to an increase in
gross profit and to a decrease in operating expenses. The increased gross profit
was primarily the result of higher refinery runs and a larger positive impact on
Costs of Goods Sold from changes in the valuation of working inventory.
10
<PAGE> 11
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Interest Expense. Net interest expense (interest expense less interest
income) increased $0.4 million from $5.1 million for the fiscal quarter ended
May 31, 1998 to $5.5 million for the fiscal quarter ended May 31, 1999. The
increased net interest expense was due to a decrease in interest income earned,
as a result of lower balances of restricted cash and investments.
Income Taxes. The provisions for income taxes for the fiscal quarters
ended May 31, 1998 and May 31, 1999 have been computed based upon management's
estimate of its annualized effective tax rate of approximately 39.8% and 39.6%
respectively.
Accounting Change. Effective March 1, 1999, the Company changed its
method of accounting for turnaround costs from estimating and accruing costs to
income to capitalizing costs incurred and amortizing expenses over the period
between turnarounds. This change resulted in a $4.8 million (net of taxes of
$3.1 million) adjustment to increase net income.
Comparison of the Nine Months ended May 31, 1999 and May 31, 1998
Net Sales. Net sales decreased $34.7 million or 6.3% from $551.8
million for the nine months ended May 31, 1998 to $517.1 million for the nine
months ended May 31, 1999. The decline was primarily due to 21.3% and 17.7%
decrease in wholesale and retail petroleum sales prices, respectively, partially
offset by 15.2% and 2.3% increase in wholesale and retail petroleum volume,
respectively, and by a 16.8% increase in retail merchandise sales. The price
decreases were primarily due to lower prices for petroleum products worldwide
which accompanied a 24.1% decrease in world crude oil prices, as indicated by
average prices of NYMEX crude oil contracts for the nine months ended May 31,
1999 as compared to average prices of these contracts for the nine months ended
May 31, 1998. Increases in wholesale volume were primarily due to higher
refinery runs, while increased retail petroleum and merchandise volumes were in
large part the result of the ongoing program of retail upgrades, partially
offset by the closure of some underperforming retail stations. The size of the
retail petroleum volume increase was limited by retail stations shut down for
rebuilding or upgrading, but particularly strong merchandise sales at stations
already upgraded allowed excellent merchandise sales gains despite these
temporary shutdowns.
Costs of Goods Sold. Costs of goods sold decreased $50.9 million or
10.3% from $493.0 million for the nine months ended May 31, 1998 to $442.1
million for the nine months ended May 31, 1999. This decrease was primarily due
to the decline in world crude oil prices for the nine months ended May 31, 1999
as compared to crude oil prices for the nine months ended May 31, 1998 and to a
favorable impact on costs of goods sold from changes in the working inventory
valuation in the nine months ended May 31, 1999 versus an unfavorable impact on
costs of goods sold in the nine months ended May 31, 1998. The decrease in the
Company's costs of goods due to these factors was partially offset by an
increase in the volume of crude oil processed.
Operating Expenses. Operating expenses increased $0.9 million or 1.4%
from $63.3 million for the nine months ended May 31, 1998 to $64.2 million for
the nine months ended May 31, 1999. The increase was primarily due to higher
retail expenses for sales promotion, partially offset by reductions in contract
service fees and in retail wages. Increased retail promotion expenses were
11
<PAGE> 12
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
primarily in connection with a "frequent fueler" program which has been
effective in increasing retail gasoline volume. The reduction in contract
service fees was primarily due to a reduction in contract services connected
with the Capital Improvement Plan as implementation of the Plan nears
completion. The reduction in retail wages was primarily due to the closure of
some nonperforming retail stations.
Operating Income. Operating income increased $15.3 million from a $4.5
million operating loss for the nine months ended May 31, 1998 to a $10.8 million
operating income for the nine months ended May 31, 1999. This improvement was
due to an increase in gross profit, partially offset by an increase in operating
expense. The increase in gross profit was primarily the result of higher
refinery runs and of a positive impact on Costs of Goods Sold from changes in
the valuation of working inventory.
Interest Expense. Net interest expense (interest expense less interest
income) increased $1.2 million from $14.4 million for the nine months ended May
31, 1998 to $15.6 million for the nine months ended May 31, 1999. The increased
net interest expense was due to a decrease in interest income earned, as the
result of lower balances of restricted cash and investments.
Income Taxes. The provisions for income taxes for the nine months ended
May 31, 1998 and May 31, 1999 have been computed based upon management's
estimate of its annualized effective tax rate of approximately 40.0% and 39.0%
respectively.
Accounting Change. Effective March 1, 1999, the Company changed its
method of accounting for turnaround costs from estimating and accruing costs to
income to capitalizing costs incurred and amortizing expenses over the period
between turnarounds. This change resulted in a $4.8 million (net of taxes of
$3.1 million) adjustment to increase net income.
Liquidity and Capital Resources
Working capital (current assets minus current liabilities) at May 31,
1999 was $55.7 million and at August 31, 1998 was $57.9 million. The Company's
current ratio (current assets divided by current liabilities) was 1.7:1 at May
31, 1999 and 1.9:1 at August 31, 1998.
Net cash used in operating activities totaled $35.4 million for the
nine months ended May 31, 1999 compared to net cash used in operating activities
of $13.4 million for the nine months ended May 31, 1998.
Net cash used in investing activities for purchases of property, plant
and equipment totaled $17.2 million and $22.9 million for the nine months ended
May 31, 1999 and 1998, respectively. For the nine months ended May 31, 1999, the
Company used $8.2 million of restricted cash, cash equivalents and investments
to fund the Company's Capital Improvement Plan compared to $18.8 million for the
nine months ended May 31, 1998.
Net cash provided by financing activities was $27.3 million for the
nine months ended May 31, 1999 compared to cash provided of $11.7 million for
the nine months ended May 31, 1998. Net borrowings on the Company's revolving
credit facility were $27.5 million at May 31, 1999.
12
<PAGE> 13
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
The Company reviews its capital expenditures on an ongoing basis. The
Company currently has budgeted approximately $25.0 million for capital
expenditures in fiscal 1999. As of May 31, 1999, the capital expenditure escrow
balance was $7.1 million. Of this balance, approximately $2.1 million is
reserved for refining projects and $5.0 million is reserved for retail projects.
The refinery and retail capital improvement program is expected to be completed
by August 31, 1999. Maintenance and non-discretionary capital expenditures have
averaged approximately $4.0 million annually over the last three years for the
refining and marketing operations. Management does not foresee any increase in
maintenance and non-discretionary capital expenditures during fiscal 1999.
Future liquidity, both short and long-term, will continue to be
primarily dependent on realizing a refinery margin sufficient to cover fixed and
variable expenses, including planned capital expenditures. The Company expects
to be able to meet its working capital, capital expenditure and debt service
requirements out of cash flow from operations, cash on hand and borrowings under
the Company's bank credit facility with PNC Bank, N.A. as Agent Bank. Although
the Company is not aware of any pending circumstances which would change its
expectation, changes in the tax laws, the imposition of and changes in federal
and state clean air and clean fuel requirements and other changes in
environmental laws and regulations may also increase future capital expenditure
levels. Future capital expenditures are also subject to business conditions
affecting the industry. The Company continues to investigate strategic
acquisitions and capital improvements to its existing facilities.
Federal, state and local laws and regulations relating to the
environment affect nearly all the operations of the Company. As is the case with
all companies engaged in similar industries, the Company faces significant
exposure from actual or potential claims and lawsuits involving environmental
matters. Future expenditures related to environmental matters cannot be
reasonably quantified in many circumstances due to uncertainties as to required
remediation methods and related clean-up cost estimates. The Company cannot
predict what additional environmental legislation or regulations will be enacted
or become effective in the future or how existing or future laws or regulations
will be administered or interpreted with respect to products or activities to
which they have not been previously applied.
Seasonal Factors
Seasonal factors affecting the Company's business may cause variation
in the prices and margins of some of the Company's products. For example, demand
for gasoline tends to be highest in spring and summer months, while demand for
home heating oil and kerosene tends to be highest in the winter months. As a
result, the margin on gasoline prices versus crude oil costs generally tends to
increase in the spring and summer, while margins on home heating oil and
kerosene tend to increase in winter.
Also, because winter weather in the Company's market is not favorable
for paving activity, the Company's asphalt sales in winter months are composed
of a much lower percentage of paving asphalt and a correspondingly higher
percentage of roofing asphalt whose demand is much less seasonal. In addition,
the Company stores a significant portion of winter asphalt production for sale
the following spring and summer.
13
<PAGE> 14
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
================================================================================
Inflation
The effect of inflation on the Company has not been significant during
the last two fiscal years.
Year 2000 Computer Issues
The year 2000 presents many challenges to our industry with respect to,
among other things, date-related functions in some computer systems.
Historically, certain computer programs have been written using two digits
rather than four to define the applicable year, which could result in the
computer recognizing a date using "00" as the year 1900 rather than the year
2000. This in turn could result in major system failures or miscalculations and
is generally referred to as the "Year 2000" problem.
The Company is examining all areas of its business to ensure Year 2000
readiness, including computer hardware and software applications. The Company is
addressing Year 2000 issues primarily with internal resources to ensure that the
transition to the Year 2000 will not disrupt the Company's operations. The
Company anticipates that essentially all of its systems will be compliant by
calendar year end 1999, including its non-information technology systems. In
addition, the Company has communicated with and evaluated the systems of its
customers, suppliers, financial institutions and others with which it does
business to identify any Year 2000 issues. Costs incurred by the Company to date
to implement its plan have not been material and are not expected to have a
material effect on the Company's financial condition or results of operations.
There can be no assurance, however, that the Year 2000 issue will not adversely
affect the Company and its business.
14
<PAGE> 15
PART II - OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8K
(a) Exhibit 11 - Letter of Independent
Certified Public Accountants Relative to
Accounting Change
Exhibit 27 - Financial Data Schedule
(b) No reports on Forms 8-K have been filed
for the quarter for which this report is
being filed.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
UNITED REFINING COMPANY
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
KIANTONE PIPELINE CORPORATION
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
17
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
UNITED REFINING COMPANY OF PENNSYLVANIA
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
KIANTONE PIPELINE COMPANY
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
19
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
UNITED JET CENTER, INC.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
KWIK-FILL, INC.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
INDEPENDENT GASOLINE AND OIL COMPANY OF
ROCHESTER, INC.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
22
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
BELL OIL CORP.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
PPC, INC.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
SUPER TEST PETROLEUM, INC.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
25
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
KWIK-FIL, INC.
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
26
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 14, 1999
VULCAN ASPHALT REFINING CORPORATION
------------------------------------------
(Registrant)
/s/ MYRON L. TURFITT
------------------------------------------
Myron L. Turfitt
President
/s/ JAMES E. MURPHY
------------------------------------------
James E. Murphy
Chief Financial Officer
27
<PAGE> 1
Exhibit 11.0
July 9, 1999
United Refining Company
15 Bradley Street
Warren, Pennsylvania 16365
Gentlemen:
We are providing this letter to you for inclusion as an exhibit to your Form
10-Q for the quarterly period ended May 31, 1999 pursuant to Item 601 of
Regulation S-K.
Note 2 of the notes to the interim condensed financial statements of United
Refining Company (the "Company"), describes a change in the method of accounting
for turnaround costs. Turnaround costs, which consist of complete shutdown and
inspection of significant units of the refinery at intervals of three or more
years for necessary repairs and replacement, were estimated during the units'
operating cycles and were charged against income currently. Turnaround costs
will now be capitalized as incurred and amortized over the period between
turnarounds. Management has advised us that the change is necessary because it
has become increasingly difficult, if not impossible, to reasonably estimate the
amount of turnaround costs which will be incurred due to the numerous and
ever-changing environmental rules and regulations which impact their facilities.
Management has also advised us that they believe the new method is preferable
because (1) the costs extend the life of the assets which comprise the refinery;
(2) the change will result in a better matching of revenues and expenses; and
(3) the change is consistent with industry practices. Although there are no
authoritative criteria for determining a "preferable" method in the
circumstances, we conclude that the change in the method of accounting for
turnaround costs is to an acceptable alternative method, which based on
management's business judgement to make this change for the reasons cited above,
is preferable in the circumstances. We have not conducted an audit in accordance
with generally accepted auditing standards of any financial statements of the
Company as of any date or for any period subsequent to August 31, 1998, and
therefore we do not express any opinion on any financial statements of United
Refining Company subsequent to that date.
/s/ BDO SEIDMAN, LLP
- --------------------
BDO Seidman, LLP
New York, New York
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