SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
Form 8-K
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES AND EXCHANGE ACT OF 1934
PETROLEUM HEAT AND POWER CO., INC.
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its current
report on Form 8-K as set forth in the pages attached hereto:
Financial Statements relating to the acquisition of substantially
all the assets of the #2 fuel oil operations of DeBlois Oil
Company.
1. Financial Statements with report of independent
certified public accountants for the years ended December
31, 1993 and 1992 and for the six months ended June 30, 1994.
2. Pro forma financial statements for the registrant and
the acquired entity for the year ended December 31, 1993 and for
the six months ended June 30, 1994.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed
on behalf of the undersigned, thereunto duly authorized.
PETROLEUM HEAT AND POWER CO., INC.
----------------------------------
Registrant
Date: September 12, 1994 By: Irik P. Sevin
-------------------- ----------------------
Irik P. Sevin
President, Chairman of
the Board, Chief Executive
Officer, and Chief
Financial and Accounting
Officer and Director
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil and Liquid Propane Divisions)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1993 AND 1992
INDEPENDENT AUDITORS' REPORT
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
FINANCIAL STATEMENTS
TABLE OF CONTENTS
-----------------
Page
----
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . 1
FINANCIAL STATEMENTS:
Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . 2
Statement of Operations and Division Capital . . . . . . . . 3
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . 5 - 8
<PAGE>
Sansiveri,
Ryan, Sullivan
& Co.
- --------------
Certified
Public
Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Petroleum Heat and Power Co., Inc.:
We have audited the accompanying balance sheet of the Fuel Oil and
Liquid Propane Divisions (the Divisions) of DeBlois Oil Company (the
Parent Company) as of December 31, 1993 and 1992, and the related
statements of operations and division capital and cash flows for the
years then ended. These financial statements are the responsibility
of the Parent Company management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The accompanying financial statements were prepared to present the
net assets of the Divisions as of and for the years ended
December 31, 1993 and 1992, in connection with the sale of such net
assets to Petroleum Heat and Power, Co., Inc. pursuant to the
purchase and sales agreement referred to in Note 1, in conformity
with generally accepted accounting principles.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Fuel
Oil and Liquid Propane Divisions of DeBlois Oil Company at
December 31, 1993 and 1992, and the results of their operations and
cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Sansiveri, Ryan, Sullivan & Co.
July 13, 1994
Providence, Rhode Island
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
BALANCE SHEET
DECEMBER 31, 1993 AND 1992
- ------------------------------------------------------------------------------
1993 1992
- ------------------------------------------------------------------------------
--A S S E T S--
CURRENT ASSETS:
Notes and accounts receivable, less
allowance for doubtful accounts of
$100,000 in 1993 and 1992 $1,688,462 $ 2,547,150
Inventories (Note 3) 864,516 880,182
-------------------------
Total current assets 2,552,978 3,427,332
-------------------------
PROPERTY AND EQUIPMENT - At cost:
Land 10,769 10,769
Delivery equipment 2,333,130 2,053,857
Furniture, fixtures, and other equipment 133,715 132,884
-------------------------
Total 2,477,614 2,197,510
Less accumulated depreciation and amortization 2,028,771 1,807,315
-------------------------
Property and equipment, net 448,843 390,195
OTHER ASSETS - Notes receivable 282,432 401,622
-------------------------
TOTAL $3,284,253 $ 4,219,149
=========================
--L I A B I L I T I E S A N D
D I V I S I O N C A P I T A L--
CURRENT LIABILITIES:
Customer credit balances $1,910,000 $ 2,256,802
Deferred revenue 564,089 572,710
-------------------------
Total current liabilities 2,474,089 2,829,512
DIVISION CAPITAL 810,164 1,389,637
-------------------------
TOTAL $3,284,253 $ 4,219,149
=========================
See notes to financial statements.
- ------------------------------------------------------------------------------
- 2 -
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
STATEMENT OF OPERATIONS AND DIVISION CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
- ------------------------------------------------------------------------------
1993 1992
- ------------------------------------------------------------------------------
NET SALES $22,088,442 $ 23,397,941
COST OF SALES 12,516,179 13,421,460
-------------------------
GROSS MARGIN 9,572,263 9,976,481
-------------------------
OPERATING EXPENSES (Note 2):
Parent Company allocated expenses 4,464,012 4,261,734
Direct expenses 2,542,420 2,327.606
-------------------------
Total operating expenses 7,006,432 6,589,340
-------------------------
INCOME FROM OPERATIONS 2,565,831 3,387,141
OTHER INCOME 106,786 123,197
-------------------------
NET INCOME 2,672,617 3,510,338
DIVISION CAPITAL, BEGINNING OF THE YEAR 1,389,637 981,912
-------------------------
Total 4,062,254 4,492,250
DISTRIBUTIONS TO PARENT COMPANY (3,252,090) (3,102,613)
-------------------------
DIVISION CAPITAL, END OF THE YEAR $ 810,164 $ 1,389,637
==========================
See notes to financial statements.
- ------------------------------------------------------------------------------
- 3 -
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
- ------------------------------------------------------------------------------
1993 1992
- ------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,672,617 $ 3,510,338
Noncash expenses included in net income:
Depreciation and amortization - property
and equipment 221,456 213,508
Changes in operating assets and liabilities:
Notes and accounts receivable 977,878 (490,196)
Inventories 15,666 22,486
Customers' credit balances (346,802) 4,047
Deferred revenue (8,621) 37,316
-------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,532,194 3,297,499
-------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (280,104) (194,886)
Distributions to Parent Company (3,252,090) (3,102,613)
-------------------------
NET CASH USED BY INVESTING ACTIVITIES (3,532,194) (3,297,499)
-------------------------
INCREASE (DECREASE) IN CASH $ --- $ ---
==========================
See notes to financial statements.
- ------------------------------------------------------------------------------
- 4 -
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
NOTES TO FINANCIAL STATEMENTS
_____________________
1. BASIS OF PRESENTATION
The accompanying financial statements include only the net
assets and operations of the fuel oil and liquid propane
divisions (the Divisions) of DeBlois Oil Company.
On June 29, 1994, the Parent Company sold the majority of its
assets relating to its fuel oil and liquid propane divisions to
Petroleum Heat and Power Co., Inc. Assets included in the sale
consisted principally of property and equipment, certain
inventories and other assets, including customer lists, etc.
The accompanying financial statements include the net assets
and operations of the Company's fuel oil and liquid propane
divisions which were sold in June 1994, with the exception of
accounts receivable that have been included in the financial
statements for 1993 and 1992 to comply with the financial
statement presentation required by certain regulatory agencies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
-------
DeBlois Oil Company (the Parent Company) primarily sells
gasoline and fuel oil products to wholesale and retail
customers throughout southeastern New England.
The following significant accounting policies were used in the
preparation of the accompanying financial statements:
Operations
----------
Operating expenses represent certain direct expenses charged
specifically to the Divisions and Parent Company expenses
allocated to the Divisions. Allocated expenses, including
general and administrative salaries and related fringe
benefits, are estimated by management based on the overall
relationship of these expenses to the operations of the
Divisions.
Interest and other income consists mainly of financing income
related to accounts receivable and equipment sales related to
the assets of the Divisions.
- 5 -
<PAGE>
The Parent Company does finance its working capital needs
through an unsecured demand line of credit with a bank;
however, interest expense has not been allocated by the Parent
Company to the Divisions in the accompanying financial
statements.
Notes and Accounts Receivable
-----------------------------
Notes receivable represent receivables related to the sale of
burner equipment. These notes are generally paid over a three-
year period.
Inventories
-----------
Fuel oil inventories are stated at the lower of cost (last-in,
first-out method (LIFO)) or market. Other inventories are
stated at the lower of cost (first-in, first-out method) or
market.
The Parent Company periodically enters into commodity futures
contracts and options to hedge the impact of price fluctuations
on fuel oil inventories (or firm purchase commitments or
anticipated transactions for the purchase thereof). Gains and
losses on hedging transactions are deferred and recognized in
cost of sales of the Divisions upon the sale of the related
inventories.
Property and Equipment
----------------------
Property and equipment is stated at cost and represents those
assets that were sold pursuant to the sale of June 29, 1994.
Depreciation and amortization is computed on both the straight-
line and declining-balance methods over the respective useful
lives ranging from three to ten years.
Customer Credit Balances
------------------------
Customer credit balances represent prepayments received from
customers that have established a budget payment plan with the
Divisions.
Deferred Revenue
----------------
Deferred revenue represents sales of burner equipment which are
being recognized over the life of the respective financing
agreements.
Division Capital
----------------
Division capital represents the net assets of the fuel oil and
liquid propane divisions.
Employee Benefit Plan
---------------------
The Parent Company has a contributory defined contribution plan
(the Plan) covering substantially all employees, including
those employed by the Divisions. Such Plan qualifies under
Section 401(k) of the Internal Revenue Code whereby eligible
employees are allowed
- 6 -
<PAGE>
to contribute up to 15% of their compensation with the Parent
Company matching up to 2% of compensation. The Plan also allows
for additional discretionary contributions by the Parent
Company.
Taxes on Income
---------------
The Company does not allocate any income taxes to the Divisions
and, accordingly, no provision for Federal and state income
taxes has been recorded on the accompanying financial
statements.
Distributions to Parent Company
-------------------------------
All available cash is distributed to the Parent Company.
Accordingly, the accompanying financial statements reflect such
distributions as reductions in division capital.
3. INVENTORIES
As of December 31, 1993 and 1992, inventories consisted of the
following:
1993 1992
--------------------------
Fuel oils $ 558,409 $ 630,610
Burner parts and equipment 306,107 282,997
--------------------------
Sub-total 864,516 913,607
Less allowance to reduce carrying value to
LIFO basis for gasoline and fuel oils --- 33,425
--------------------------
Total $ 864,516 $ 880,182
==========================
The Parent Company purchases and sells futures contracts to
hedge the impact of price fluctuations on gasoline and fuel oil
inventories (product). These contracts are for the delayed
delivery or purchase of product at a specified future date at a
specified price. The Parent Company settles its positions by
entering into equal but opposite contracts and, as such, the
contract amounts do not necessarily represent future cash
requirements.
4. EMPLOYEE BENEFIT PLAN
The Parent Company allocated to the Divisions a contribution of
approximately $114,600 and $102,000 to its defined contribution
plan for the years ended December 31, 1993 and 1992,
respectively.
- 7 -
<PAGE>
5. CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially subject the Divisions
to concentrations of credit risk consist principally of trade
accounts receivable.
The Divisions do not require collateral on trade accounts
receivable but perform periodic credit evaluations of its
wholesale and certain retail customers. Also, there are a
significant number of customers. As a consequence,
concentrations of credit risk are limited.
___________________
- 8 -
<PAGE>
DeBlois Oil COMPANY
(Fuel Oil and Liquid Propane Divisions)
COMPILED FINANCIAL STATEMENTS
FOR THE SIX MONTH
PERIOD ENDED JUNE 29, 1994
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
COMPILED FINANCIAL STATEMENTS
TABLE OF CONTENTS
-----------------
Page
----
ACCOUNTANTS'COMPILATION REPORT .............................. 1
COMPILED FINANCIAL STATEMENTS:
Compiled Balance Sheet................................... 2
Compiled Statement of Operations and Division Capital.... 3
Compiled Statement of Cash Flows......................... 4
Notes to Compiled Financial Statements................... 5-8
<PAGE>
ACCOUNTANTS' COMPILATION REPORT
To the Board of Directors of
Petroleum Heat and Power Co., Inc.:
We have compiled the accompanying balance sheet of the Fuel Oil and Liquid
Propane Divisions (the Divisions) of DeBlois Oil Company (the Parent Company)
as of June 29, 1994, and the related statements of operations and division
capital and cash flows for the six month period then ended, in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
The accompanying compiled financial statements were prepared to present the
net assets of the Divisions as of June 29, 1994 and for the six month period
then ended, in connection with the sale of such net assets to Petroleum Heat
and Power, Co., Inc. pursuant to the purchase and sales agreement referred to
in Note 1, in conformity with generally accepted accounting principles.
August 29, 1994
Providence, Rhode Island
-1-
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
COMPILED BALANCE SHEET JUNE 29, 1994
--A S S E T S--
CURRENT ASSETS:
Notes and accounts receivable, less allowance for
doubtful accounts of $149,800............................... $ 1,507,954
Inventories (Note 3)........................................ 309,669
------------
Total current assets.................. 1,817,623
------------
PROPERTY AND EQUIPMENT - At cost:
Land ................................................... 10,769
Delivery equipment ..................................... 2,356,901
Furniture, fixtures, and other equipment................ 133,715
------------
Total ................................. 2,501,385
Less accumulated depreciation and amortization ......... 2,132,402
------------
Property and equipment, net.......... 368,983
OTHER ASSETS - Notes receivable............................. 324,310
------------
TOTAL............................. $ 2,510,916
--LIABILITIES AND DIVISION CAPITAL--
CURRENT LIABILITIES:
Customer credit balances................................ $ 748,568
Deferred revenue........................................ 534,176
------------
Total current liabilities........ 1,282,744
DIVISION CAPITAL............................................ 1,228,172
------------
TOTAL........................ $2,510,916
See accountants' compilation report and
notes to compiled financial statements.
-2-
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
COMPILED STATEMENT OF OPERATIONS AND DIVISION CAPITAL FOR THE SIX
MONTH PERIOD ENDED JUNE 29, 1994
NET SALES......................................... $ 14,065,766
COST OF SALES..................................... 7,948,174
------------
GROSS MARGIN...................................... 6,117,592
------------
OPERATING EXPENSES (Note 2):
Parent Company allocated expenses................. 2,401,130
Direct expenses................................... 1,210,492
------------
Total operating expenses................ 3,611,622
------------
INCOME FROM OPERATIONS............................ 2,505,970
OTHER INCOME...................................... 68,752
------------
NET INCOME........................................ 2,574,722
DIVISION CAPITAL, BEGINNING OF THE PERIOD......... 810,164
------------
Total......................... 3,384,886
DISTRIBUTIONS TO PARENT COMPANY................... (2,156,714)
------------
DIVISION CAPITAL, END OF THE PERIOD............... $ 1,228,172
------------
------------
See accountants' compilation report and
notes to compiled financial statements.
-3-
<PAGE>
DeBLOIS OIL COMPANY
(Fuel Oil And Liquid Propane Divisions)
COMPILED STATEMENT OF CASH FLOWS FOR THE SIX
MONTH PERIOD ENDED JUNE 29, 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..................................................$ 2,574,722
Noncash expenses included in net income:
Depreciation and amortization - property and equipment..... 103,631
Provision for bad debts.................................... 49,800
Changes in operating assets and liabilities:
Notes and accounts receivable.............................. 88,830
Inventories................................................ 554,847
Customers' credit balances................................. (1,161,432)
Deferred revenue........................................... (29,913)
-----------
NET CASH PROVIDED BY OPERATING ACTIVITIES...................... 2,180,485
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.......................... (23,771)
Distributions to Parent Company.............................. (2,156,714)
-----------
NET CASH USED BY INVESTING ACTIVITIES.......................... (2,180,485)
-----------
INCREASE (DECREASE) IN CASH....................................$ ---
See accountants' compilation report and
notes to compiled financial statements.
-4-
<PAGE>
DeBLOIS OIL COMPANY
(FUEL OIL AND LIQUID PROPANE DIVISIONS)
NOTES TO COMPILED FINANCIAL STATEMENTS
(See Accountants' compilation report)
_____________________
1. BASIS OF PRESENTATION
The accompanying compiled financial statements include only the net
assets as of June 29, 1994 and the operations from the period January 1,
1994 through June 29, 1994 of the fuel oil and liquid propane divisions
(the Divisions) of DeBlois Oil Company.
On June 29, 1994, the Parent Company sold the majority of its assets
relating to its fuel oil and liquid propane divisions to Petroleum Heat
and Power Co., Inc. Assets included in the sale consisted principally of
property and equipment, certain inventories and other assets, including
customer lists, etc.
The accompanying compiled financial statements include the net assets and
operations of the Company's fuel oil and liquid propane divisions which
were sold in June 1994, with the exception of accounts receivable that
have been included in the financial statements for the six months ended
June 29, 1994 to comply with the financial statement presentation
required by certain regulatory agencies.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
-------
DeBlois Oil Company (the Parent Company) primarily sells gasoline and
fuel oil products to wholesale and retail customers throughout
southeastern New England.
The following significant accounting policies were used in the
preparation of the accompanying compiled financial statements:
Operations
----------
Operating expenses represent certain direct expenses charged
specifically to the Divisions and Parent Company expenses allocated
to the Divisions. Allocated expenses, including general and
administrative salaries and related fringe benefits, are estimated by
management based on the overall relationship of these expenses to the
operations of the Divisions.
Interest and other income consists mainly of financing income related
to accounts receivable and equipment sales related to the assets of the
Divisions.
-5-
<PAGE>
The Parent Company does finance its working capital needs through an
unsecured demand line of credit with a bank; however, interest expense
has not been allocated by the Parent Company to the Divisions in the
accompanying compiled financial statements.
Notes and accounts receivable
-----------------------------
Notes receivable represent receivables related to the sale of burner
equipment. These notes are generally paid over a three-year period.
Inventories
-----------
Fuel oil inventories are stated at the lower of cost (last-in,
first-out method (LIFO)) or market. Other inventories are stated at
the lower of cost (first-in, first-out method) or market.
The Parent Company periodically enters into commodity futures contracts
and options to hedge the impact of price fluctuations on fuel oil
inventories (or firm purchase commitments or anticipated transactions
for the purchase thereof). Gains and losses on hedging transactions are
deferred and recognized in cost of sales of the Divisions upon the sale
of the related inventories.
Property and equipment
----------------------
Property and equipment is stated at cost and represents those assets
that were sold pursuant to the sale of June 29, 1994. Depreciation and
amortization is computed on both the straight-line and declining-balance
methods over the respective useful lives ranging from three to ten years.
Customer credit balances
------------------------
Customer credit balances represent prepayments received from customers
that have established a budget payment plan with the Divisions.
Deferred Revenue
----------------
Deferred revenue represents sales of burner equipment which are being
recognized over the life of the respective financing agreements.
Division Capital
----------------
Division capital represents the net assets of the fuel oil and liquid
propane divisions.
Employee Benefit Plan
---------------------
The Parent Company has a contributory defined contribution plan (the
Plan) covering substantially all employees, including those employed
by the Divisions. Such Plan qualifies under Section 401(k) of the
Internal Revenue Code whereby eligible employees are allowed to
contribute up to 15% of their compensation with the Parent Company
matching up to 2% of compensation. The Plan also allows for additional
discretionary contributions by the Parent Company.
-6-
<PAGE>
Taxes on income
--------------
The Company does not allocate any income taxes to the Divisions and,
accordingly, no provision for Federal and state income taxes has been
recorded on the accompanying compiled financial statements.
Distributions to parent company
-------------------------------
All available cash is distributed to the Parent Company. Accordingly,
the accompanying compiled financial statements reflect such
distributions as reductions in division capital.
3. INVENTORIES
-----------
As of June 29, 1994, inventories consisted of the following:
Fuel oils............................................ $ 91,429
Burner parts and equipment........................... 218,240
------------
Sub-total.................................... 309,669
Less allowance to reduce carrying value to LIFO basis
for gasoline and fuel oils......................... ---
------------
Total ................................ $ 309,669
------------
------------
The Parent Company purchases and sells futures contracts to hedge the
impact of price fluctuations on gasoline and fuel oil inventories
(product). These contracts are for the delayed delivery or purchase of
product at a specified future date at a specified price. The Parent
Company settles its positions by entering into equal but opposite
contracts and, as such, the contract amounts do not necessarily
represent future cash requirements.
4. EMPLOYEE BENEFIT PLAN
---------------------
The Parent Company allocated to the Divisions a contribution of
approximately $73,200 to its defined contribution plan for the period
ended June 29, 1994.
-7-
<PAGE>
5. CONCENTRATIONS OF CREDIT RISK
-----------------------------
Financial instruments which potentially subject the Divisions to
concentrations of credit risk consist principally of trade accounts
receivable.
The Divisions do not require collateral on trade accounts receivable
but perform periodic credit evaluations of its wholesale and certain
retail customers. Also, there are a significant number of customers.
As a consequence, concentrations of credit risk are limited.
___________________
-8-
<PAGE>
DEBLOIS OIL COMPANY
The following pro forma financial statements for the year ended
December 31, 1993 and for the six months ended June 30, 1994 give
effect to the acquisition by the Petroleum Heat and Power Co.,
Inc. (the Company) of the #2 fuel oil and propane operations of
DeBlois Oil Company. This acquisition has been accounted for as
a purchase. The pro forma results of operations for the periods
presented are not necessarily indicative of the results that
might have been attained had this acquisition taken place at the
beginning of the registrant's fiscal year. The unaudited pro
forma financial statements of the Company and DeBlois Oil Company
for the year ended December 31, 1993 and the six months ended
June 30, 1994 include all adjustments (consisting of only normal
recurring adjustments) which in the opinion of management are
necessary for a fair presentation of results of operations.
These statements should be read in conjunction with the audited
financial statements of the Company and the audited financial
statements of DeBlois Oil Company and the notes thereto appearing
elsewhere herein.
- 1 -
<PAGE>
Petroleum Heat and Power Co., Inc.
----------------------------------
and Subsidiaries
----------------
Pro Forma Condensed Statement of Operations (Unaudited)
Year Ended December 31, 1993
----------------------------
(In Thousands)
--------------
Petroleum
Heat and Pro Forma Pro Forma
Power Co.,Inc. DeBlois(1) Adjustments Combined
-------------- ---------- ----------- --------
Net Sales $538,526 $22,088 $560,614
Cost of Sales 366,809 12,516 379,325
-------- ------- --------
Gross Profit 171,717 9,572 181,289
Operating Expenses 123,280 6,785 130,065
Amortization of Customer
Lists 23,183 0 $1,501 (2) 24,684
Depreciation and Amorti-
zation of Plant &
Equipment 5,933 221 174 (2) 6,328
Amortization of Deferred
Charges 5,548 0 474 (2) 6,022
Provision for Supplemental
Benefits 264 0 264
-------- ------- --------
Operating Income 13,509 2,566 13,926
Interest Expense(Income) 20,508 (106) 1,250 (3) 21,652
Other Expenses (165) 0 (165)
------- ------- --------
Income (Loss) Before Income
Taxes and Extraordinary
Item (7,164) 2,672 (7,891)
Income Taxes 400 0 400
-------- ------- --------
Income (Loss) Before
Extraordinary Item $ (7,564) $ 2,672 $ (8,291)
======== ======= ========
(1) Represents the results of the DeBlois distributorship for the year
ended December 31, 1993.
(2) Adjustment of amortization of customer lists, depreciation and
amortization of plant and equipment and amortization of deferred
charges, as applicable, to reflect an annual charge in accordance with
the Company's accounting policies.
(3) Represents pro forma interest expense incurred in order to finance the
DeBlois Oil Company acquisition.
- 2 -
<PAGE>
Petroleum Heat and Power Co., Inc.
and Subsidiaries
Pro Forma Condensed Statement of Operations (Unaudited)
Six Months Ended June 30, 1994
------------------------------
(In Thousands)
--------------
Petroleum
Heat and Pro Forma Pro Forma
Power Co.,Inc. DeBlois(1) Adjustments Combined
-------------- ---------- ----------- --------
Net Sales $336,060 $14,066 $350,126
Cost of Sales 214,914 7,948 222,862
-------- --------- --------
Gross Profit 121,146 6,118 127,264
Operating Expenses 66,447 3,508 69,955
Amortization of Customer
Lists 9,685 0 $ 750 (2) 10,435
Depreciation and Amorti-
zation of Plant &
Equipment 2,768 104 94 (2) 2,966
Amortization of Deferred
Charges 3,052 0 237 (2) 3,289
Provision for Supplemental
Benefits 140 0 140
-------- --------- --------
Operating Income 39,054 2,506 40,479
Interest Expense-net 10,926 (69) 500 (3) 11,357
Other Income 72 0 72
-------- --------- --------
Income (Loss) Before Income
Taxes, Equity Interest &
Extraordinary Item 28,000 2,575 29,194
Income Taxes 550 0 550
-------- -------- --------
Income (Loss) Before Equity
Interest & Extraordinary
Item 27,650 2,575 28,644
Equity Interest 668 0 668
-------- -------- --------
Income Before Extraord-
inary Item $ 28,318 $ 2,575 $ 29,312
======== ======== ========
(1) Represents the results of the DeBlois distributorship for the six
months ended June 30, 1994.
(2) Adjustment of amortization of customer lists, depreciation and
amortization of plan and equipment and amortization of deferred
charges, as applicable, to reflect a six month charge in accordance
with the Company's accounting policies.
(3) Represents pro forma interest expense incurred in order to finance the
DeBlois Oil Company acquisition.
- 3 -
