<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period Ended May 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- --------------------
Commission File No. 333-35083
UNITED REFINING COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1411751
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
15 Bradley Street
Warren, Pennsylvania 16365
--------------------- ----------
(address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code 814-726-4674
------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Number of shares outstanding of Registrant's Common Stock as of
July 17, 2000: 100.
<PAGE> 2
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
Primary Standard
State of Other Industrial IRS Employer
Jurisdiction of Classification Identification Commission
Name Incorporation Number Number File Number
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Kiantone Pipeline Corporation New York 4612 25-1211902 333-35083-01
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Kiantone Pipeline Company Pennsylvania 4600 25-1416278 333-35083-03
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
United Refining Company of Pennsylvania 5541 25-0850960 333-35083-02
Pennsylvania
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
United Jet Center, Inc. Delaware 4500 52-1623169 333-35083-06
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Kwik-Fill, Inc. Pennsylvania 5541 25-1525543 333-35083-05
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Independent Gas and Oil Company of New York 5170 06-1217388 333-35083-11
Rochester, Inc.
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Bell Oil Corp. Michigan 5541 38-1884781 333-35083-07
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
PPC, Inc. Ohio 5541 31-0821706 333-35083-08
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Super Test Petroleum, Inc. Michigan 5541 38-1901439 333-35083-09
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Kwik-Fil, Inc. New York 5541 25-1525615 333-35083-04
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
Vulcan Asphalt Refining Corporation Delaware 2911 23-2486891 333-35083-10
-------------------------------------- ----------------------- ----------------------- ------------------- -------------------
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE(S)
---------------------------------
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets -
May 31, 2000 and August 31, 1999 4
Consolidated Statements of Operations -
Nine Months and Quarters Ended May 31, 2000 and 1999 5
Consolidated Statements of Cash Flows -
Nine Months Ended May 31, 2000 and 1999 6
Notes to Consolidated Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-14
PART II. OTHER INFORMATION 15
-----------------------------
</TABLE>
3
<PAGE> 4
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
MAY 31,
2000 AUGUST 31,
(UNAUDITED) 1999
------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 7,133 $ 8,925
Accounts receivable, net 43,091 33,239
Inventories 96,849 70,728
Prepaid expenses and other assets 13,200 10,146
-------- --------
TOTAL CURRENT ASSETS 160,273 123,038
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Cost 284,419 279,895
Less: accumulated depreciation 74,178 66,473
-------- --------
NET PROPERTY, PLANT AND EQUIPMENT 210,241 213,422
-------- --------
DEFERRED FINANCING COSTS 5,737 6,370
OTHER ASSETS 5,252 6,410
-------- --------
$381,503 $349,240
======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT:
Revolving credit facility $ 35,000 $ 5,000
Current installments of long-term debt 158 217
Accounts payable 26,484 34,727
Accrued liabilities 19,589 12,374
Sales, use and fuel taxes payable 14,687 16,856
Deferred income taxes 661 661
-------- --------
TOTAL CURRENT LIABILITIES 96,579 69,835
LONG TERM DEBT: LESS CURRENT INSTALLMENTS 200,976 200,956
DEFERRED INCOME TAXES 15,003 13,515
DEFERRED GAIN ON SETTLEMENT OF PENSION PLAN
OBLIGATIONS 1,829 1,990
DEFERRED RETIREMENT BENEFITS 16,200 14,055
OTHER NONCURRENT LIABILITIES 373 468
-------- --------
TOTAL LIABILITIES 330,960 300,819
-------- --------
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 43,393 41,271
-------- --------
TOTAL STOCKHOLDER'S EQUITY 50,543 48,421
-------- --------
$381,503 $349,240
======== ========
</TABLE>
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,
-------------------------------------------------------------------
2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES $ 276,765 $ 185,313 $ 772,525 $ 517,067
COSTS OF GOODS SOLD 244,817 152,468 683,384 442,059
--------- --------- --------- ---------
GROSS PROFIT 31,948 32,845 89,141 75,008
--------- --------- --------- ---------
EXPENSES:
Selling, general and administrative expenses 19,673 17,939 59,529 57,133
Depreciation and amortization expenses 2,550 2,358 7,726 7,070
--------- --------- --------- ---------
TOTAL OPERATING EXPENSES 22,223 20,297 67,255 64,203
--------- --------- --------- ---------
OPERATING INCOME 9,725 12,548 21,886 10,805
--------- --------- --------- ---------
OTHER INCOME (EXPENSE):
Interest income 49 162 163 905
Interest expense (5,907) (5,654) (17,178) (16,545)
Other, net (644) (78) (1,061) 458
--------- --------- --------- ---------
(6,502) (5,570) (18,076) (15,182)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE 3,223 6,978 3,810 (4,377)
INCOME TAX EXPENSE (BENEFIT) 1,372 2,764 1,688 (1,706)
--------- --------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM 1,851 4,214 2,122 (2,671)
EXTRAORDINARY ITEM, NET OF TAX -- 4,783 -- 4,783
--------- --------- --------- ---------
NET INCOME $ 1,851 $ 8,997 $ 2,122 $ 2,112
========= ========= ========= =========
</TABLE>
5
<PAGE> 6
UNITED REFINING COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
NINE MONTHS ENDED
MAY 31,
--------------------------
2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,122 $ 2,112
Adjustments to reconcile net income to net cash
used in operating activities:
Cumulative effect of accounting change -- (7,905)
Depreciation and amortization 10,076 9,295
Post-retirement benefits 2,145 1,371
Change in deferred income taxes 1,488 1,758
Gain on asset dispositions (38) (906)
Cash used in working capital items (42,224) (41,107)
Other, net (766) (18)
-------- --------
TOTAL ADJUSTMENTS (29,319) (37,512)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (27,197) (35,400)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (4,610) (17,216)
Proceeds from asset dispositions 104 2,439
Decrease in restricted cash, cash equivalents
and investments -- 8,229
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (4,506) (6,548)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on revolving credit facility 30,000 27,500
Proceeds from issuance of long term debt 152 --
Deferred financing costs (50) --
Principal reductions of long term debt (191) (247)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 29,911 27,253
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,792) (14,695)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,925 26,400
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,133 $ 11,705
======== ========
CASH PROVIDED BY (USED IN) WORKING CAPITAL ITEMS:
Accounts receivable, net $ (9,852) $ (5,224)
Inventories (26,121) (23,757)
Prepaid expenses and other assets (3,054) (1,462)
Accounts payable (8,243) (3,390)
Accrued liabilities 7,215 3,054
Sales, use and fuel taxes payable (2,169) (10,328)
-------- --------
TOTAL CHANGE $(42,224) $(41,107)
======== ========
</TABLE>
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, 2000 are not necessarily indicative of the results that may be
expected for the year ending August 31, 2000. For further information,
refer to the consolidated financial statements and footnotes thereto
incorporated by reference in the Company's Form 10-K filing dated
November 29, 1999.
2. DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("Statement 133"),
"Accounting for Derivative Instruments and Hedging Activities".
Statement 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure these
instruments at fair value. The accounting for changes in the fair value
of a derivative, that is, gains and losses, depends on the intended use
of the derivative and its resulting designation.
Statement 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000. Management believes that the adoption of
Statement 133 will not have a material effect on the Company's
financial position or results of operations.
3. CREDIT FACILITY
During February, 2000 the Company renegotiated its secured revolving
credit facility to provide for a temporary increase in its revolving
credit commitment up to $45,000,000. The commitment increase shall
remain in effect through December 31, 2000, at which time it will
revert to its prior maximum level of $35,000,000. The interest rate on
borrowings varies with the Company's earnings and is based on the
higher of the bank's prime rate or federal funds rate plus up to .75%
for base rate borrowings and the LIBOR rate plus 1.25% to 2.5% for
Euro-Rate borrowings.
7
<PAGE> 8
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------
4. SUBSIDIARY GUARANTORS
Summarized financial information for the Company's wholly owned
subsidiary guarantors is as follows (in thousands):
<TABLE>
<CAPTION>
MAY 31, 2000
(UNAUDITED) AUGUST 31, 1999
-------------------------------------------------------------------------------
<S> <C> <C>
Current assets $ 47,976 $ 45,027
Noncurrent assets 87,402 88,431
Current liabilities 133,890 125,789
Noncurrent liabilities 8,703 10,312
-------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
(UNAUDITED) (UNAUDITED)
----------------------------------------------------------
2000 1999 2000 1999
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $154,208 $111,887 $423,001 $313,573
Gross profit 17,846 19,053 53,242 53,182
Operating income (loss) (95) 1,404 (985) 90
Net loss (1,618) (190) (4,572) (2,196)
--------------------------------------------------------------------------------------------
</TABLE>
5. SEGMENTS OF BUSINESS
The Company is a petroleum refiner and marketer in its primary market
area of Western New York and Northwestern Pennsylvania. Operations are organized
into two business segments: wholesale and retail.
The wholesale segment is responsible for the acquisition of crude oil,
petroleum refining, and the marketing of petroleum products to wholesale and
industrial customers. The retail segment sells petroleum products and
convenience and grocery items through company owned gasoline stations and
convenience stores under the Kwik Fill(R) and Red Apple Food Mart(R) brand
names.
Intersegment revenues are calculated using estimated market prices and
are eliminated upon consolidation. Summarized financial information regarding
the Company's reportable segments is presented in the following tables (in
thousands):
8
<PAGE> 9
UNITED REFINING COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MAY 31, MAY 31,
(UNAUDITED) (UNAUDITED)
-------------------------------------------------------------
2000 1999 2000 1999
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales
Retail $ 153,047 $110,604 $ 419,506 $ 309,837
Wholesale 123,718 74,709 353,019 207,230
--------- -------- --------- ---------
276,765 $185,313 $ 772,525 $ 517,067
========= ======== ========= =========
Intersegment Sales
Wholesale $ 70,950 $ 36,451 $ 184,177 $ 94,720
========= ======== ========= =========
Operating Income (Loss)
Retail $ (515) $ 1,061 $ (2,668) $ (836)
Wholesale 10,240 11,487 24,554 11,641
--------- -------- --------- ---------
$ 9,725 $ 12,548 $ 21,886 $ 10,805
========= ======== ========= =========
Depreciation and Amortization
Retail $ 723 $ 660 $ 2,167 $ 1,980
Wholesale 1,827 1,698 5,559 5,090
--------- -------- --------- ---------
$ 2,550 $ 2,358 $ 7,726 $ 7,070
========= ======== ========= =========
</TABLE>
<TABLE>
<CAPTION>
MAY 31, 2000
(UNAUDITED) AUGUST 31, 1999
-----------------------------------------------------------
<S> <C> <C>
Total Assets
Retail $115,252 $113,599
Wholesale 266,251 235,641
-------- --------
$381,503 $349,240
======== ========
Capital Expenditures
Retail $ 1,281 $ 18,698
Wholesale 3,329 7,526
-------- --------
$ 4,610 $ 26,224
======== ========
</TABLE>
9
<PAGE> 10
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------
Recent Developments
The Company's results in the first nine months of fiscal 2000 were
significantly affected by the rapid rise in worldwide crude oil prices which
began in February 1999 and continued through trading for April, 2000. After a
drop in crude oil prices for May, the increase in prices has resumed for June
and July, 2000. The rise in prices increased the Company's wholesale margins,
but reduced the Company's retail petroleum margins. The increase in crude oil
prices was in large part due to crude oil production restraints imposed on its
members by the Organization of Petroleum Exporting Countries (OPEC). In addition
to the favorable effect of rising crude oil prices on the Company's wholesale
margins, the Company has benefited from improved industry-wide product margins
resulting from strong product demand, particularly the strong demand for heating
oil in February and late January, 2000 and the strong gasoline demand in March
through May, 2000. Rising crude oil and product prices have also resulted in the
reduction of the Company's costs of goods sold by the beneficial effect of
increases in the value of the Company's working inventories.
Results of Operations
Comparison of Fiscal Quarters ended May 31, 2000 and May 31, 1999
Net Sales. Net sales increased $91.5 million or 49.4% from $185.3
million for the fiscal quarter ended May 31, 1999 to $276.8 million for the
fiscal quarter ended May 31, 2000. Retail sales increased $42.5 million, or
38.3% from $110.6 million to $153.1 million, while wholesale sales increased
$49.0 million or 65.6% from $74.7 million to $123.7 million. The retail sales
increase was due to a 5.7% increase in retail petroleum volume, a 37.0% increase
in retail petroleum prices, and a 16.0% increase in retail merchandise sales.
The wholesale sales increase was due to an 84.2% increase in wholesale prices,
partially offset by a 10.1% decrease in wholesale volume. The higher retail and
wholesale prices were primarily the result of a 92.5% increase in worldwide
crude oil prices as indicated by prices of NYMEX crude oil contracts for the
fiscal quarter ended May 31, 2000 compared to contracts for the prior year
quarter. The higher retail sales volumes were primarily the result of the
performance of retail locations upgraded under the Company's Capital Improvement
Plan. The lower wholesale volume was primarily due to lower refinery throughput
and production as the result of shutdowns of certain refinery processing units
for maintenance during the quarter ended May 31, 2000.
Costs of Goods Sold. Costs of goods sold increased $92.3 million or
60.5% from $152.5 million for the fiscal quarter ended May 31, 1999 to $244.8
million for the fiscal quarter ended May 31, 2000. Retail costs of goods sold
increased $43.0 million or 46.4% from $92.7 million to $135.7 million, while
wholesale costs of goods sold increased $49.3 million or 82.4% from $59.8
million to $109.1 million. The increase in consolidated costs of goods sold was
primarily the result of the increase in worldwide crude oil prices, partially
offset by increased discounts for heavy sour grades of crude oil. Costs of goods
sold for the quarter ended May 31, 2000 benefited from the impact of an
approximate $4.1 million increase in the value of the Company's working
inventories, which reduced costs of goods sold. However, this benefit was
smaller than that for the quarter ended May 31, 1999, when costs of goods sold
benefited from an approximate $8.8 million increase in the value of working
inventories.
Gross Profit. Gross profit decreased $0.9 million from $32.8 for the
fiscal quarter ended May 31, 1999 to $31.9 million for the fiscal quarter ended
May 31, 2000. This decrease was primarily due to the smaller benefit to costs of
goods sold from increases in the value of working inventories in the quarter
ended May 31, 2000 as compared to the benefit to costs of goods sold from
increases in the value of
10
<PAGE> 11
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------
working inventories in the quarter ended May 31, 1999, partially offset by
stronger industry margins in the quarter ended May 31, 2000 compared to the year
earlier quarter.
Operating Expenses. Operating expenses increased $1.9 million or 9.4%
from $20.3 million for the fiscal quarter ended May 31, 1999 to $22.2 million
for the fiscal quarter ended May 31, 2000. This increase was primarily due to
increased depreciation on new capital equipment installed under the Company's
Capital Improvement Plan, increased retail expenses for sales promotions and for
credit card processing, partially offset by lower retail maintenance and
environmental expenses, and increases in performance-based employee
compensation. Increased retail promotions expenses were primarily in connection
with a "frequent fueler" program. Increased credit card processing expenses were
primarily due to increased customer use of credit cards at stations offering
recently installed "Pay at the Pump" service and to the higher retail petroleum
prices, which increased the average fee per credit card transaction. Reduced
retail maintenance and environmental expenses were primarily due to reduced
staffing following completion of an underground storage tank upgrade program in
December 1998 and completion of the retail portion of the Capital Improvement
Plan in August 1999.
Operating Income. As a result of the above, operating income decreased
$2.8 million from $12.5 million for the fiscal quarter ended May 31, 1999 to
$9.7 million for the fiscal quarter ended May 31, 2000.
Interest Expense. Net interest expense (interest expense less interest
income) increased $0.4 million from $5.5 million for the fiscal quarter ended
May 31, 1999 to $5.9 million for the fiscal quarter ended May 31, 2000. The
increased net interest expense was due to increased use of the Company's
revolving credit facility to finance crude oil and product inventories at much
higher worldwide petroleum prices than in the prior year quarter, and to a
decrease in interest income earned.
Income Taxes. The Company's effective tax rate for the fiscal quarter
ended May 31, 2000 was approximately 42.6% compared to a rate of 39.6% for the
fiscal quarter ended May 31, 1999. The increase in the current quarter rate is
primarily due to nondeductible permanent differences, which did not exist in the
prior year.
Comparison of the Nine Months ended May 31, 2000 and May 31, 1999
Net Sales. Net sales increased $255.4 million or 49.4% from $517.1
million for the nine months ended May 31, 1999 to $772.5 million for the nine
months ended May 31, 2000. Retail sales increased $109.7 million or 35.4% from
$309.8 million to $419.5 million, while wholesale sales increased $145.7 million
or 70.3% from $207.3 million to $353.0 million. The retail sales increase was
due to a 4.9% increase in retail petroleum volume, a 33.6% increase in retail
petroleum prices, and an 18.7% increase in retail merchandise sales. The
wholesale sales increase was due to a 74.7% increase in wholesale prices,
partially offset by a 2.5% decrease in wholesale volume. The higher retail and
wholesale prices were primarily the result of an 86.3% increase in worldwide
crude oil prices as indicated by prices of NYMEX crude oil contracts for the
nine months ended May 31, 2000 compared to contracts for the prior year period.
The higher retail sales volumes were primarily the result of the performance of
retail locations upgraded under the Company's Capital Improvement Plan. The
lower wholesale volume was primarily due to lower refinery throughput and
production as the result of shutdowns of certain refinery processing units for
maintenance during the nine months ended May 31, 2000.
Costs of Goods Sold. Costs of goods sold increased $241.3 million to
54.6% from $442.1 million for the nine months ended May 31, 1999 to $683.4
million for the nine months ended May 31, 2000. Retail costs of goods sold
increased $109.6 million or 42.4% from $258.7 million to $368.3 million, while
11
<PAGE> 12
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------
wholesale costs of goods sold increased $131.7 million or 71.8% from $183.4
million to $315.1 million. The increase in consolidated costs of goods sold was
primarily the result of the increase in worldwide crude oil prices, partially
offset by the beneficial impact on costs of goods sold of increases in the value
of the Company's working inventories. The value of the working inventories
increased approximately $14.4 million in the nine months ended May 31, 2000
which reduced costs of goods sold. In the nine months ended May 31, 1999, the
value of working inventories increased approximately $5.2 million.
Gross Profit. Gross profit increased $14.1 million from $75.0 million
for the nine months ended May 31, 1999 to $89.1 million for the nine months
ended May 31, 2000. The increase was primarily due to stronger industry margins
in the nine months ended May 31, 2000 compared to the year earlier period, and
to the larger benefit to costs of goods sold from increases in the value of
working inventories.
Operating Expenses. Operating expenses increased $3.1 million or 4.8%
from $64.2 million for the nine months ended May 31, 1999 to $67.3 million for
the nine months ended May 31, 2000. This increase was primarily due to increased
depreciation on new capital equipment installed under the Company's Capital
Improvement Plan, increased retail expenses for sales promotions and for credit
card processing, partially offset by lower retail maintenance and environmental
expenses, and increases in performance-based employee compensation. Increased
retail promotions expenses were primarily in connection with a "frequent fueler"
program. Increased credit card processing expenses were primarily due to
increased customer use of credit cards at stations offering recently installed
"Pay at the Pump" service and to the higher retail petroleum prices, which
increased the average fee per credit card transaction. Reduced retail
maintenance and environmental expenses were primarily due to reduced staffing
following completion of an underground storage tank upgrade program in December
1998 and completion of the retail portion of the Capital Improvement Plan in
August 1999.
Operating Income. As a result of the above, operating income increased
$11.1 million from $10.8 million for the nine months ended May 31, 1999 to $21.9
million for the nine months ended May 31, 2000.
Interest Expense. Net interest expense (interest expense less interest
income) increased $1.4 million from $15.6 million for the nine months ended May
31, 1999 to $17.0 million for the nine months ended May 31, 2000. The increased
net interest expense was due to increased use of the Company's revolving credit
facility to finance crude oil and product inventories at much higher worldwide
petroleum prices than in the prior year period, and to decreased interest income
earned.
Income Taxes. The Company's effective tax rate for the nine months
ended May 31, 2000 was approximately 44.3% compared to a rate of 39.0% for the
nine months ended May 31, 1999. The increase in the current nine months rate is
primarily due to nondeductible permanent differences, which did not exist in the
prior year.
Liquidity and Capital Resources
Working capital (current assets minus current liabilities) at May 31,
2000 was $63.7 million and at August 31, 1999 was $53.2 million. The Company's
current ratio (current assets divided by current liabilities) was 1.7:1 at May
31, 2000 and at August 31, 1999 was 1.8:1.
Net cash used in operating activities totaled $27.2 million and $35.4
million for the nine months ended May 31, 2000 and May 31, 1999.
12
<PAGE> 13
UNITED REFINING COMPANY
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------
Net cash used in investing activities for purchases of property, plant
and equipment totaled $4.6 million and $17.2 million for the nine months ended
May 31, 2000 and May 31, 1999 respectively.
Net cash provided by financing activities totaled $29.9 million and
$27.3 million for the nine months ended May 31, 2000 and May 31, 1999. Net
borrowings on the Company's revolving credit facility were $30.0 million and
$27.5 million for May 31, 2000 and May 31, 1999 respectively.
The Company reviews its capital expenditures on an ongoing basis. The
Company currently has budgeted approximately $5.0 million for capital
expenditures in fiscal 2000. Maintenance and non-discretionary capital
expenditures have averaged approximately $4 million annually over the last three
years for the refining and marketing operations. Management does not foresee any
increase in maintenance and non-discretionary capital expenditures during fiscal
2000.
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. During
February 2000, the Company renegotiated its revolving bank credit facility to
provide for a temporary increase in its revolving credit commitment up to
$45,000,000 to meet short term working capital needs. 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)
--------------------------------------------------------------------------------
Year 2000 Computer Issues
In the past, the Company discussed its plan to ensure Year 2000 readiness,
including computer hardware and software applications testing and remediation.
In late 1999, the Company completed its examination and as a result of its
planning and implementation efforts, the Company experienced no significant
disruptions in either information technology ("IT") or non-information
technology systems. The Company believes these systems successfully responded to
the Year 2000 date change. The costs associated with remediating any Year 2000
problems have not been material to date. The Company is not aware of any
material problems resulting from Year 2000 issues, either with its products, its
internal systems, or the products and services of third parties. The Company
will continue to monitor its critical computer applications and those of its
suppliers and vendors throughout the Year 2000 to ensure that any latent Year
2000 matters that may arise are addressed promptly.
14
<PAGE> 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In 1995, the Pennsylvania Environmental Defense Foundation
("PEDF") commenced a lawsuit in the United States District Court
for the Western District of Pennsylvania under Section 505 of the
federal Water Pollution Control Act, 33 U.S.C. Section 1251, et.
Seq. The complaint alleges a series of discharges to the Allegheny
River at the Company's refining facility in Warren, Pennsylvania
exceeding the limits contained in the Company's waste water
discharge permits. PEDF seeks to enjoin future discharges in
excess of permitted limits, an assessment of civil penalties up to
$25,000 per day as provided in the Act, and an award of attorneys'
fees. Following trial and post-trial proceedings, the Court
entered judgment in the amount of $400,000 against the Company,
plus attorneys' fees as provided by the statute. The amount of
attorneys' fees remains to be determined. Either the Company or
PEDF may elect to appeal the judgment. Notwithstanding any appeal,
the Company believes that this action will not have any material
adverse effect upon its operations or consolidated financial
condition.
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 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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
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 17, 2000
VULCAN ASPHALT REFINING CORPORATION
-----------------------------------
(Registrant)
/s/ Myron L. Turfitt
-----------------------------------
Myron L. Turfitt
President
/s/ James E. Murphy
-----------------------------------
James E. Murphy
Chief Financial Officer
27
