================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For quarter ended October 31, 1998 Commission file number 1-14990
---------------- -------
GETTY PETROLEUM MARKETING INC.
------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 11-3339235
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
- - --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(516) 338 - 6000
----------------
(Registrant's telephone number, including area code)
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
--- ---
Registrant has 13,933,328 shares of Common Stock, par value $.01 per share,
outstanding as of October 31, 1998.
================================================================================
<PAGE>
GETTY PETROLEUM MARKETING INC.
INDEX
Part I. FINANCIAL INFORMATION Page Number
- - ------------------------------ -----------
Item 1. Financial Statements
Consolidated Balance Sheets as of October 31, 1998 and
January 31, 1998 1
Consolidated Statements of Operations for the three and
nine months ended October 31, 1998 and 1997 2
Consolidated Statements of Cash Flows for the
nine months ended October 31, 1998 and 1997 3
Notes to Consolidated Financial Statements 4 - 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 6 - 9
Part II. OTHER INFORMATION
- - ---------------------------
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
- - -----------------------------------------------------------------------------------------------
October 31, January 31,
- - -----------------------------------------------------------------------------------------------
Assets: 1998 1998
- - -----------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and equivalents $ 5,249 $ 9,798
Investments 1,522 1,705
Accounts receivable, net 8,444 11,101
Inventories 19,786 20,844
Deferred income taxes 6,236 4,325
Prepaid expenses and other current assets 5,894 2,663
-------- --------
Total current assets 47,131 50,436
Property and equipment, at cost, less
accumulated depreciation and amortization 98,478 93,952
Other assets 3,881 1,941
-------- --------
Total assets $149,490 $146,329
======== ========
- - -----------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity:
- - -----------------------------------------------------------------------------------------------
Current liabilities:
Short-term borrowings $ 3,000 $ -
Accounts payable 22,591 19,308
Accrued expenses 11,847 11,933
Gasoline taxes payable 13,383 13,039
Income taxes payable - 307
-------- --------
Total current liabilities 50,821 44,587
Deferred income taxes 21,480 20,988
Other, principally deposits 21,149 20,739
-------- --------
Total liabilities 93,450 86,314
-------- --------
Stockholders' equity:
Preferred stock, par value $.01 per share; authorized
10,000,000 shares for issuance in series (none of which is issued) - -
Common stock, par value $.01 per share; authorized
30,000,000 shares; issued 13,933,328 at October 31, 1998
and 13,835,956 at January 31, 1998 139 138
Paid-in capital 61,599 61,234
Retained earnings (deficit) (3,531) 1,181
Unearned ESOP stock (458,720 shares at October 31, 1998 and
559,415 shares at January 31, 1998) (2,202) (2,685)
Accumulated other comprehensive earnings 35 147
-------- --------
Total stockholders' equity 56,040 60,015
-------- --------
Total liabilities and stockholders' equity $149,490 $146,329
======== ========
</TABLE>
See accompanying notes.
-1-
<PAGE>
<TABLE>
<CAPTION>
GETTY PETROLEUM MARKETING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
- - ----------------------------------------------------------------------------------------------------------------
Three months ended October 31, Nine months ended October 31,
- - ----------------------------------------------------------------------------------------------------------------
1998 1997 1998 1997
- - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales and operating revenues $158,729 $235,155 $501,998 $683,006
Other income 419 405 1,291 1,228
----------------------------- -----------------------------
159,148 235,560 503,289 684,234
----------------------------- -----------------------------
Cost of sales and operating expenses
(excluding depreciation and amortization) 149,421 223,232 483,014 654,940
Selling, general and administrative expenses 5,450 4,217 16,031 18,255
Depreciation and amortization 3,889 3,461 11,390 10,121
Interest expense 223 194 651 603
Severance charge - 1,435 - 1,435
Change of control charge - - - 637
----------------------------- -----------------------------
158,983 232,539 511,086 685,991
----------------------------- -----------------------------
Earnings (loss) before provision (credit)
for income taxes 165 3,021 (7,797) (1,757)
Provison (credit) for income taxes 69 1,162 (3,085) (685)
----------------------------- -----------------------------
Net earnings (loss) $96 $1,859 ($4,712) ($1,072)
============================= =============================
Net earnings (loss) per share:
Basic $.01 $.14 ($.35) ($.08)
Diluted $.01 $.14 ($.35) ($.08)
Weighted average shares outstanding:
Basic 13,453 13,022 13,400 12,910
Diluted 13,528 13,324 13,400 12,910
</TABLE>
See accompanying notes.
-2-
<PAGE>
GETTY PETROLEUM MARKETING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months ended
October 31,
----------------------
1998 1997
---- ----
Cash flows from operating activities:
Net loss ($4,712) ($1,072)
Adjustments to reconcile net loss to
net cash provided by operating activities:
Depreciation and amortization 11,390 10,121
Deferred income taxes (1,348) (1,868)
ESOP charge 530 407
Stock option charge 0 2,820
Change of control charge 0 637
Gain on dispositions of property and equipment (338) (52)
Changes in assets and liabilities, net of acquisition:
Accounts receivable 2,657 4,119
Inventories 1,062 (10,531)
Prepaid expenses and other current assets (2,796) 3,108
Other assets (137) 116
Accounts payable, accrued expenses and
gasoline taxes payable 3,066 1,848
Income taxes payable (307) 377
Other, principally deposits 410 1,927
--------------------
Net cash provided by operating activities 9,477 11,957
--------------------
Cash flows from investing activities:
Capital expenditures (15,703) (10,316)
Acquisition (2,141) 0
Proceeds from dispositions of property and equipment 499 74
--------------------
Net cash used in investing activities (17,345) (10,242)
--------------------
Cash flows from financing activities:
Short-term borrowings 3,000 0
Stock options and common stock 319 676
--------------------
Net cash provided by financing activities 3,319 676
--------------------
Net increase (decrease) in cash and equivalents (4,549) 2,391
Cash and equivalents at beginning of period 9,798 7,517
--------------------
Cash and equivalents at end of period $5,249 $9,908
====================
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $449 $302
Income taxes, net 1,468 806
See accompanying notes.
-3-
<PAGE>
GETTY PETROLEUM MARKETING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
The accompanying consolidated financial statements include the accounts of
Getty Petroleum Marketing Inc. and its wholly-owned subsidiaries (the
"Company"). The consolidated financial statements have been prepared in
conformity with generally accepted accounting principles and include amounts
that are based on management's best estimates and judgments. While all available
information has been considered, actual amounts could differ from those
estimates. The consolidated financial statements are unaudited but, in the
opinion of management, reflect all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation. These statements should be read in
conjunction with the consolidated financial statements and related notes which
appear in the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998.
2. Earnings (loss) per share:
Basic earnings (loss) per share amounts are computed by dividing net
earnings (loss) by the weighted average number of shares of common stock
outstanding during the periods presented. For the quarters ended October 31,
1998 and 1997, diluted earnings per share reflects the potential dilution from
the exercise of stock options in the amount of 75,000 shares and 302,000 shares,
respectively. For the nine months ended October 31, 1998 and 1997, diluted per
share amounts do not reflect the potential dilution from the exercise of stock
options since such inclusion would be antidilutive.
-4-
<PAGE>
3. Stockholders' equity:
A summary of the changes in stockholders' equity for the nine months ended
October 31, 1998 is as follows (in thousands):
<TABLE>
<CAPTION>
Accumulated
Retained Other
Common Paid-in Earnings Comprehensive
Stock Capital (Deficit) ESOP Earnings(*) Total
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 31, 1998 $138 $ 61,234 $ 1,181 $(2,685) $147 $60,015
Comprehensive loss:
Net loss (4,712) (4,712)
Net unrealized loss
on equity securities (112) (112)
------
Total (4,824)
ESOP stock committed
to be released 47 483 530
Issuance of common stock 68 68
Stock options 1 250 251
-------------------------------------------------------------------------------
Balance, October 31, 1998 $139 $ 61,599 $(3,531) $(2,202) $ 35 $56,040
===============================================================================
<FN>
(*) Balance at January 31, 1998 and October 31, 1998 represents net unrealized
gain on equity securities. For the three months ended October 31, 1998, the
Company had a net unrealized gain on equity securities of $35. For the three and
nine months ended October 31, 1997, the Company had no other comprehensive
earnings or losses.
</FN>
</TABLE>
-5-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Quarter ended October 31, 1998 compared
with quarter ended October 31, 1997
-----------------------------------
Sales and operating revenues for the third fiscal quarter ended October
31, 1998 were $158.7 million as compared with $235.2 million for the same
quarter last year, a decrease of 32.5%. The decrease in sales and operating
revenues was due primarily to a 22.9% decrease in sales prices and a 14.1%
decline in sales volume. Gallonage sold decreased by 38.1 million gallons to
231.7 million gallons, primarily because of the termination of a wholesale
supply contract as of December 31, 1997.
Gross profit before depreciation and amortization was $9.3 million for
the three months ended October 31, 1998 as compared with $11.9 million for the
three months ended October 31, 1997. The reduction of $2.6 million was
principally due to a decrease in retail product margins of approximately 1.0
cents per gallon, which resulted in a reduction of $2.0 million of gross profit,
plus $.3 million of lower gross profit due to lower sales volume.
The Company's financial results have depended largely on retail
marketing margins and rental income from its dealers. The petroleum marketing
industry has been and continues to be volatile and highly competitive. The cost
of petroleum products purchased as well as the price of petroleum products sold
have fluctuated widely. As a result of the historic volatility of product
margins and the fact that they are affected by numerous diverse factors, it is
impossible to predict future margin levels.
Other income was $.4 million for each of the three month periods ended
October 31, 1998 and 1997.
Selling, general and administrative expenses were $5.5 million for the
three months ended October 31, 1998 as compared with $4.2 million for the
quarter ended October 31, 1997. The increase was primarily due to a $1.2 million
stock option benefit recorded during the quarter ended October 31, 1997.
Depreciation and amortization was $3.9 million for the three month
period ended October 31, 1998 as compared with $3.5 million for the three months
ended October 31, 1997. The increase was due to higher depreciation as a result
of capital expenditures.
The severance charge of $1.4 million during the quarter ended October
31, 1997 related to the resignation of the Company's Chief Operating Officer
effective October 31, 1997. The Company is making payments of approximately $.3
million per year over the five-year term of the severance agreement.
-6-
<PAGE>
Results of Operations - Nine months ended October 31, 1998 compared
with nine months ended October 31, 1997
---------------------------------------
Sales and operating revenues for the nine months ended October 31, 1998
were $502.0 million as compared with $683.0 million for the nine months ended
October 31, 1997, a decrease of 26.5%. The decrease in sales and operating
revenues was due primarily to a 19.1% decrease in sales prices and a 10.5%
decline in sales volume. Gallonage sold decreased by 84.3 million gallons to
720.2 million gallons, primarily because of the termination of a wholesale
supply contract as of December 31, 1997.
Gross profit before depreciation and amortization was $19.0 million for
the nine months ended October 31, 1998 as compared with $28.1 million for the
nine months ended October 31, 1997. The $9.1 million decrease was principally
due to a decrease in retail product margins of approximately 0.8 cents per
gallon, which resulted in a reduction of $4.7 million of gross profit. In
addition, gross profit was impacted by $2.0 million of higher maintenance and
environmental expenses during the current nine month period and a LIFO credit of
approximately $2.5 million which was recorded during the prior year period.
Other income was $1.3 million for each of the nine month periods ended
October 31, 1998 and 1997.
Selling, general and administrative expenses were $16.0 million for the
nine months ended October 31, 1998 as compared with $18.3 million for the nine
months ended October 31, 1997. The decrease was primarily due to $2.8 million of
stock option expense recorded during the nine months ended October 31, 1997.
Depreciation and amortization was $11.4 million for the nine month
period ended October 31, 1998 as compared with $10.1 million for the nine months
ended October 31, 1997. The increase was due to higher depreciation as a result
of capital expenditures.
The Company recorded a severance charge of $1.4 million during the
quarter ended October 31, 1997 as previously discussed.
The Company recorded a charge of $.6 million during the nine months
ended October 31, 1997 related to change of control agreements in connection
with the spin-off of the Company from Getty Realty Corp.
-7-
<PAGE>
Liquidity and Capital Resources
- - -------------------------------
As of October 31, 1998, working capital amounted to a deficit of $3.7
million as compared with positive working capital of $5.8 million as of January
31, 1998. The Company is able to operate its business with negative working
capital, principally because most sales are for cash and payment terms have been
received from vendors and for gasoline taxes. The decrease in working capital
was primarily due to the net loss of $4.7 million incurred during the current
period, $15.7 million of capital expenditures and $2.1 million related to a
heating oil company acquisition, partially offset by working capital generated
during the period from operations.
The Company's principal sources of liquidity are cash flows from
operations, which amounted to $9.5 million during the nine months ended October
31, 1998. Management believes that cash requirements for operations and capital
expenditures can be met by cash flows from operations, cash and equivalents and
credit lines. As of October 31, 1998, such uncommitted lines of credit amounted
to $60 million, of which $3.0 million was utilized for short-term borrowings and
$2.0 million was utilized in connection with outstanding letters of credit to
support the Company's self-insurance programs. Borrowings under such lines of
credit are unsecured and principally bear interest at the applicable bank's
prime rate or, at the Company's option, 1.1% above LIBOR. Such lines of credit
are subject to termination at the discretion of the banks.
The Company's capital expenditures for the nine months ended October
31, 1998 amounted to $15.7 million. The Company's capital expenditures include
expenditures to improve the image of the service stations, to improve the
terminal facilities and for routine replacement of service station equipment.
Year 2000
- - ---------
The Year 2000 issue has arisen because for many years some computer
software programs and systems have utilized only two digits to specify the year.
As a result, these programs and systems may not be able to recognize and process
dates beyond 1999, which may cause these programs to malfunction or not be able
to accurately process information.
The Company has implemented a Year 2000 program for its internal
systems and equipment relating to its information technology systems and
non-information technology systems which has four phases: (1) identification;
(2) assessment; (3) remediation (including modification, upgrading and
replacement); and (4) testing. The identification and assessment phases for all
of the Company's significant internal business systems and equipment are
complete. Of the information technolgy systems that require modification,
approximately 80% have been remediated as of October 31, 1998. The remediation
phase is expected to be completed in March 1999. Most of the remediation phase
consists of modifying existing systems and programs. Testing of systems and
programs following remediation is expected to be completed by June 30, 1999.
-8-
<PAGE>
The Company is also reviewing the Year 2000 readiness of third parties
who provide goods or services which are essential to the Company's operations
such as the parties who provide banking services, credit card processing and
product suppliers. The Company has initiated formal communications with material
third parties in order to determine the extent to which the Company is
vulnerable to any failure by such third parties to remediate their respective
Year 2000 problems and resolve such problems to the extent practicable.
The Company is developing a contingency plan to address issues specific
to the Year 2000 problem. The Plan is expected to include performing certain
processes manually, obtaining replacement systems, changing suppliers where
necessary as well as other appropriate measures.
The Company's senior management and the Board of Directors receive
regular updates on the status of the Company's Year 2000 program. The Company
does not expect the cost of these Year 2000 efforts to be material since the
Company believes the majority of the compliance costs will be funded by
reallocating existing internal resources rather than incurring incremental
costs.
The Year 2000 issue presents a number of risks and uncertainties that
could affect the Company,which include, but are not limited to, the availability
of qualified personnel and other information technology resources; the ability
to identify and remediate all date sensitive lines of computer code or to
replace embedded computer chips in affected systems or equipment; and the
ability of third parties to remediate their respective systems. The failure to
correct a material Year 2000 problem could result in an interruption in, or a
failure of, certain normal business activities or operations. Such failures
could materially and adversely affect the Company's results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third-party suppliers and customers, the Company is unable to
determine at this time whether the consequences of Year 2000 failures will have
a material impact on the Company's results of operations, liquidity or financial
condition.
Special Factors Regarding Forward-Looking Statements
- - ----------------------------------------------------
Certain statements in this Quarterly Report on Form 10-Q may constitute
"forward- looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When used herein, the words "believes",
"expects", "plans", "estimates" and similar expressions are intended to identify
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance and achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, but are not limited to:
volatility of petroleum marketing margins; maturity of the petroleum marketing
industry; the impact of energy efficiency and technology on demand for petroleum
products; competition; the effects of regulation; the Company's expectations as
to when it will complete the remediation and testing phases of its Year 2000
program as well as its Year 2000 contingency plan; its estimated cost of
achieving Year 2000 readiness; and the Company's belief that its internal
systems and equipment will be Year 2000 compliant in a timely manner.
-9-
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Designation of Exhibit
in this Quarterly Report
on Form 10-Q Description of Exhibit
------------ ----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
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.
GETTY PETROLEUM MARKETING INC.
------------------------------
(Registrant)
Dated: December 14, 1998 BY: /s/ Michael K. Hantman
-----------------------------------
(Signature)
MICHAEL K. HANTMAN
Vice President and
Corporate Controller
(Principal Financial and
Accounting Officer)
Dated: December 14, 1998 BY: /s/ Leo Liebowitz
---------------------------------------
(Signature)
LEO LIEBOWITZ
Chairman and Chief Executive Officer
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF GETTY PETROLEUM MARKETING INC. AND
SUBSIDIARIES AS OF OCTOBER 31, 1998 AND FOR THE NINE MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> OCT-31-1998
<CASH> 5,249
<SECURITIES> 1,522
<RECEIVABLES> 9,906
<ALLOWANCES> 1,462
<INVENTORY> 19,786
<CURRENT-ASSETS> 47,131
<PP&E> 204,958
<DEPRECIATION> 106,480
<TOTAL-ASSETS> 149,490
<CURRENT-LIABILITIES> 50,821
<BONDS> 0
<COMMON> 139
0
0
<OTHER-SE> 55,901
<TOTAL-LIABILITY-AND-EQUITY> 149,490
<SALES> 501,998
<TOTAL-REVENUES> 503,289
<CGS> 483,014
<TOTAL-COSTS> 494,404
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 326
<INTEREST-EXPENSE> 651
<INCOME-PRETAX> (7,797)
<INCOME-TAX> (3,085)
<INCOME-CONTINUING> (4,712)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,712)
<EPS-PRIMARY> (.35)
<EPS-DILUTED> (.35)
</TABLE>
