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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, 1996 Commission file number 1-8059
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GETTY PETROLEUM CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-2232705
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
125 Jericho Turnpike, Jericho, New York 11753
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(Address of principal executive offices) (Zip Code)
(516) 338 - 6000
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(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 12,675,285 shares of Common Stock, par value $.10 per share,
outstanding as of October 31, 1996.
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GETTY PETROLEUM CORP.
INDEX
Part I. FINANCIAL INFORMATION Page Number
- ------------------------------ -----------
Item 1. Financial Statements
Consolidated Balance Sheets as of October 31, 1996 and
January 31, 1996 1
Consolidated Statements of Operations for the three and
nine months ended October 31, 1996 and 1995 2
Consolidated Statements of Cash Flows for the nine months
ended October 31, 1996 and 1995 3
Notes to Consolidated Financial Statements 4 - 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 9
Part II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
<PAGE>
GETTY PETROLEUM CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
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October 31, January 31,
- -----------------------------------------------------------------------------
Assets: 1996 1996
- -----------------------------------------------------------------------------
(unaudited)
Current assets:
Cash and cash equivalents $29,090 $19,808
Short-term investments 535 1,059
Accounts receivable, net 15,868 15,327
Inventories 21,926 21,214
Deferred income taxes 4,926 5,880
Prepaid expenses and other current assets 6,498 3,388
-------- --------
Total current assets 78,843 66,676
Property, plant and equipment, at cost, less
accumulated depreciation and amortization 184,914 184,559
Other assets 10,361 10,231
-------- --------
Total assets $274,118 $261,466
======== ========
- -----------------------------------------------------------------------------
Liabilities and Stockholders' Equity:
- -----------------------------------------------------------------------------
Current liabilities:
Current portion of long-term debt
and capital lease obligations $10,108 $9,154
Accounts payable 31,510 26,856
Accrued expenses 34,246 26,195
Gasoline taxes payable 16,273 13,919
Income taxes payable - 175
-------- --------
Total current liabilities 92,137 76,299
Long-term debt 15,652 19,589
Obligations under capital leases 18,153 22,843
Deferred income taxes 18,298 16,977
Other, principally deposits 15,650 15,184
Stockholders' equity:
Preferred stock - -
Common stock, par value $.10 per share 1,357 1,355
Other stockholders' equity 112,871 109,219
-------- --------
114,228 110,574
-------- --------
Total liabilities and stockholders' equity $274,118 $261,466
======== ========
See accompanying notes.
-1-
<PAGE>
GETTY PETROLEUM CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
- --------------------------------------------------------------------------------
Three months ended Nine months ended
October 31, October 31,
- --------------------------------------------------------------------------------
1996 1995 1996 1995
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Net sales $214,755 $212,043 $638,554 $591,605
Rental income 8,998 8,687 26,775 25,671
Other income (expense) 2,694 1,568 (2,307) 4,882
-------- -------- -------- --------
226,447 222,298 663,022 622,158
-------- -------- -------- --------
Cost of sales 208,560 201,200 613,508 565,216
Selling, general and
administrative expenses 5,948 6,525 19,089 19,471
-------- -------- -------- --------
214,508 207,725 632,597 584,687
-------- -------- -------- --------
Earnings before interest, taxes,
depreciation and amortization 11,939 14,573 30,425 37,471
Interest expense 1,651 2,322 5,264 7,273
Depreciation and amortization 5,867 5,681 17,279 16,761
-------- -------- -------- --------
Earnings before provision for
income taxes and cumulative
effect of accounting change 4,421 6,570 7,882 13,437
Provision for income taxes 1,868 2,531 3,325 5,231
-------- -------- -------- --------
Earnings before cumulative
effect of accounting change 2,553 4,039 4,557 8,206
Cumulative effect of
accounting change - - - (794)
-------- -------- -------- --------
Net earnings $2,553 $4,039 $4,557 $7,412
======== ======== ======== =========
Per Share Data:
Earnings before cumulative
effect of accounting change $0.20 $0.32 $0.36 $0.65
Cumulative effect of
accounting change - - - (0.06)
-------- -------- -------- --------
Net earnings per share $0.20 $0.32 $0.36 $0.59
======== ======== ======== =========
Weighted average shares outstanding 12,675 12,650 12,673 12,646
======== ======== ======== =========
See accompanying notes.
-2-
<PAGE>
GETTY PETROLEUM CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine months ended
October 31,
------------------
1996 1995
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Cash flows from operating activities:
Net earnings $4,557 $7,412
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Cumulative effect of accounting change - 794
Depreciation and amortization 17,279 16,761
Deferred income taxes 2,251 1,762
Gain on dispositions of property, plant
and equipment (1,559) (1,301)
Sale of trading securities 581 -
Changes in assets and liabilities:
Accounts receivable (541) 4,937
Inventories (712) (9,600)
Prepaid expenses and other current assets (3,168) (298)
Other assets (224) (851)
Accounts payable, accrued expenses and
gasoline taxes payable 15,059 (5,708)
Income taxes payable (175) (377)
Other, principally deposits 466 512
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Net cash provided by operating activities 33,814 14,043
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Cash flows from investing activities:
Capital expenditures (17,405) (15,387)
Property acquisitions (839) (2,734)
Proceeds from dispositions of property,
plant and equipment 2,321 2,330
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Net cash used in investing activities (15,923) (15,791)
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Cash flows from financing activities:
Repayment of long-term debt (3,722) (5,443)
Payments under capital lease obligations (3,951) (3,279)
Cash dividends (1,140) (380)
Treasury stock and stock options, net 204 99
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Net cash used in financing activities (8,609) (9,003)
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Net increase (decrease) in cash and cash equivalents 9,282 (10,751)
Cash and cash equivalents at beginning of period 19,808 41,576
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Cash and cash equivalents at end of period $29,090 $30,825
======= =======
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest $5,269 $7,107
Income taxes, net 4,623 4,261
See accompanying notes.
-3-
<PAGE>
GETTY PETROLEUM CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General:
The accompanying consolidated financial statements include the accounts
of Getty Petroleum Corp. 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.
2. Accounting change:
The consolidated statement of operations for the nine months ended
October 31, 1995 has been restated to retroactively reflect an after-tax
charge to earnings of $794,000 for the cumulative effect of adopting at the
end of that fiscal year, Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of".
3. Earnings per share:
Earnings per share is computed by dividing earnings by the weighted
average number of shares of common stock outstanding during the period.
Common stock equivalents are not included in earnings per share computations
since their effect is immaterial.
4. Inventories:
Inventories, primarily finished petroleum products, are principally
accounted for under the lower of last-in, first-out ("LIFO") cost or market.
Due to increases in product costs during the three and nine months ended
October 31, 1996, the Company recorded LIFO inventory charges of $1,697,000
and $3,955,000, respectively. The charges increased cost of sales and
decreased pre-tax income by such amounts during the respective periods.
During the prior year's comparable periods, there were no LIFO inventory
charges. As of January 31, 1996, the carrying value of the Company's LIFO
inventories approximated the first-in, first-out ("FIFO") method or
replacement cost.
4
<PAGE>
5. Stockholders' equity:
A summary of the changes in stockholders' equity for the nine months ended
October 31, 1996 is as follows (in thousands):
Net Unrealized
Treasury Gain (Loss)
Common Paid-in Retained Stock, on Equity
Stock Capital Earnings at cost Securities Total
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Balance,
January 31, 1996 $1,355 $119,960 $3,481 $14,090 $(132) $110,574
Net earnings 4,557 4,557
Cash dividends -
$.09 per share (1,140) (1,140)
Net unrealized gain
on equity securities 33 33
Purchase of
treasury stock 20 (20)
Issuance of
treasury stock (2) (29) 27
Stock options
exercised 2 195 197
------ -------- ------ ------- ------ --------
Balance,
October 31, 1996 $1,357 $120,153 $6,898 $14,081 $ (99) $114,228
====== ======== ====== ======= ====== ========
6. Legal proceeding:
In May 1996, a federal judge in the U.S. District Court for the Eastern
District of New York entered a judgment against the Company's former
construction company subsidiary, Slattery Associates, Inc., in the amount of
$8.4 million, plus interest, in favor of Morrison-Knudsen Company, Inc.
During the quarter ended April 30, 1996, the Company recorded a pre-tax
charge of $7.5 million in addition to a previously established reserve of
$3.6 million for a total of $11.1 million related to the litigation. On
November 29, 1996, the case was settled for $9.2 million. Accordingly, during
the quarter ended October 31, 1996 the Company reversed into income $1.8
million of the previously established reserve after related legal expenses.
The third quarter pre-tax credit of $1.8 million and the resultant nine month
charge of $5.8 million related to this matter are included in other income
(expense) in the consolidated statements of operations.
5
<PAGE>
7. Spin-off
During the fiscal quarter ended April 30, 1996, the Company announced
its intention to spin-off its petroleum marketing business and filed a
request for a tax-free ruling with the Internal Revenue Service. On
September 13, 1996, the Company received a favorable ruling. On November 19,
1996, the Company filed a Form 10 Registration Statement with the Securities
and Exchange Commission on behalf of its newly formed subsidiary, Getty
Petroleum Marketing Inc. It is anticipated that the spin-off will be
completed at the end of the Company's fiscal year ending January 31, 1997.
Although the exact exchange ratio has not yet been established, it is
expected that each stockholder of record will receive a dividend of
approximately one share of stock in the new company, Getty Petroleum
Marketing Inc., for each share of Getty Petroleum Corp. At that time, Getty
Petroleum Corp. will change its name to Getty Realty Corp.
Pro forma unaudited consolidated financial data of the Marketing and
Realty businesses for the nine months ended October 31, 1996 and 1995,
assuming the spin-off had occurred on February 1, 1995, are as follows (in
thousands except per share amounts):
Marketing Realty
1996 1995 1996 1995
- ------------------------------------------------------------------------------
Revenues $642,225 $598,249 $62,929 $65,257
Earnings before
interest, taxes,
depreciation and
amortization 6,892 13,049 23,533 (a) 24,422 (a)
Net earnings (loss) (2,092) 1,701 (b) 6,649 5,711 (b)
Net earnings (loss)
per share (.17) .13 (b) .53 .45 (b)
(a) Includes recoveries of environmental expenses from state underground
tank funds of $6.1 million in 1996 and $1.1 million in 1995 and a charge of
$5.8 million in 1996 related to Morrison-Knudsen litigation settlement.
(b) Includes charge of $282 or $.02 per share for Marketing and $512 or $.04
per share for Realty, from the cumulative effect of adopting Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of".
The pro forma financial information is presented for informational purposes
only and is not necessarily indicative of the financial results that would
have occurred had the spin-off been consummated as of the beginning of fiscal
1996, nor are they necessarily indicative of future results. The results of
operations in future periods will reflect certain expenses not incurred in
prior periods associated with operating and reporting as separate publicly
held companies.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations - Quarter ended October 31, 1996 compared
with quarter ended October 31, 1995
-----------------------------------
Net sales for the third fiscal quarter ended October 31, 1996 were
$214.8 million as compared with $212.0 million for the same quarter last
year. The increase in net sales was principally due to a 14.2 million gallon
or 7.8% increase in retail gallonage sold, partially offset by a 4.8 million
gallon or 7.6% decrease in wholesale gallonage sold. Gross profit (excluding
rental and other income) decreased by $4.6 million in the quarter ended
October 31, 1996 as compared to the same quarter last year. The decrease in
gross profit in the current quarter was principally due to lower retail
product margins including a LIFO inventory charge of $1.7 million during the
quarter ended October 31, 1996, partially offset by $4.6 million of greater
recoveries of environmental expenses from state underground tank funds, and
increased retail sales volumes.
Rental income for the three months ended October 31, 1996 amounted to
$9.0 million as compared with $8.7 million for the quarter ended October 31,
1995. The increase was due to rent escalations provided under existing lease
agreements, lease renewals and higher rentals as a result of improvements to
the facilities.
Other income was $2.7 million for the three months ended October 31,
1996, as compared with $1.6 million for the quarter ended October 31, 1995.
The increase in other income during the quarter ended October 31, 1996 was
primarily due to the $1.8 million reversal of a previously established
reserve related to the settlement of a dispute between the Company's former
construction company subsidiary, Slattery Associates, Inc. and Morrison-
Knudsen Company, Inc. The increase in other income was partially offset by
$.3 million of expenses during the current third fiscal quarter related to
the proposed spin-off of the Company's petroleum marketing business.
Selling, general and administrative expenses for the quarter ended
October 31, 1996 amounted to $5.9 million as compared with $6.5 million for
the quarter ended October 31, 1995. The decrease was principally due to lower
employee and legal expenses.
Interest expense for the three months ended October 31, 1996 amounted to
$1.7 million as compared with $2.3 million for the quarter ended October 31,
1995. The decrease was principally due to reduced debt and capitalized lease
obligations outstanding during the quarter ended October 31, 1996.
Depreciation and amortization was $5.9 million for the quarter ended
October 31, 1996 as compared with $5.7 million for the quarter ended October
31, 1995. The increase was due to higher depreciation as a result of
additions to property, plant and equipment.
7
<PAGE>
Results of Operations - Nine months ended October 31, 1996 compared
with nine months ended October 31, 1995
---------------------------------------
Net sales for the nine months ended October 31, 1996 were $638.6 million
as compared with $591.6 million for the same period last year. The increase
in net sales was principally due to a 5.5% increase in average selling prices
and a 30.3 million gallon or 5.6% increase in retail gallonage sold,
partially offset by a 13.3 million or 7.1% decrease in wholesale gallonage
sold. Gross profit (excluding rental and other income (expense)) was $25.0
million for the nine months ended October 31, 1996 as compared to $26.4
million in the comparable period last year. The decrease in gross profit in
the current nine month period was principally due to lower retail product
margins including a LIFO inventory charge of $4.0 million during the nine
months ended October 31, 1996, partially offset by $5.0 million of greater
recoveries of environmental expenses from state underground tank funds, and
increased retail sales volumes.
Rental income for the nine months ended October 31, 1996 amounted to
$26.8 million as compared with $25.7 million for the nine months ended
October 31, 1995. The increase was due to rent escalations provided under
existing lease agreements, lease renewals and higher rentals as a result of
improvements to the facilities.
Other income (expense) was ($2.3) million for the nine months ended
October 31, 1996, as compared with $4.9 million for the nine months ended
October 31, 1995. The current nine month period included a pre-tax charge of
$5.8 million related to the settlement of a dispute between the Company's
former construction company subsidiary, Slattery Associates, Inc. and
Morrison-Knudsen Company, Inc. Also contributing to the decrease in other
income was $.6 million of expenses related to the proposed spin-off and $.5
million of lower investment income.
Selling, general and administrative expenses for the nine months ended
October 31, 1996 amounted to $19.1 million which was comparable to the $19.5
million for the nine months ended October 31, 1995.
Interest expense for the nine months ended October 31, 1996 amounted to
$5.3 million, a decrease of $2.0 million from the comparable period last
year. The decrease was principally due to reduced debt and capitalized lease
obligations outstanding during the current period.
Depreciation and amortization increased by $.5 million in the current
nine month period as compared with the nine months ended October 31, 1995.
The increase was due to higher depreciation as a result of additions to
property, plant and equipment.
The nine months ended October 31, 1995 was restated to retroactively
reflect a charge to earnings of $.8 million for the cumulative effect of
adopting at the end of that fiscal year, Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long- Lived Assets and
for Long-Lived Assets to be Disposed Of".
8
<PAGE>
Liquidity and Capital Resources
- -------------------------------
As of October 31, 1996, working capital amounted to a deficit of $13.3
million as compared to a deficit of $9.6 million as of January 31, 1996. The
decrease in working capital was primarily due to $18.2 million of capital
expenditures, including property acquisitions, and the reduction of $8.6
million in long-term indebtedness, partially offset by $23.2 million of
working capital generated during the nine month period from operations which
included an after-tax charge of $3.4 million relating to the Morrison-
Knudsen settlement. The settlement consisted of a cash payment of $9.2
million in November 1996 which cost had been previously provided for in the
Company's first fiscal quarter ended April 30, 1996.
The Company's principal sources of liquidity are cash flows from
operations, which amounted to $33.8 million during the nine months ended
October 31, 1996, and its short-term unsecured lines of credit. As of
October 31, 1996, such lines of credit amounted to $60.0 million, of which
$7.6 million was utilized in connection with outstanding letters of credit.
Management believes that cash requirements for operations and debt service
can be met by cash flows from operations, available cash and short-term
investments of $29.6 million as of October 31, 1996 and available credit
lines.
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
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27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter for which this
report is filed.
SIGNATURES
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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 CORP.
-----------------------
(Registrant)
Dated: December 5, 1996 BY: /s/ Michael K. Hantman
------------------------
(Signature)
MICHAEL K. HANTMAN
Vice President and
Corporate Controller
(Chief Accounting Officer)
Dated: December 5, 1996 BY: /s/ John J. Fitteron
------------------------
(Signature)
JOHN J. FITTERON
Senior Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
Dated: December 5, 1996 BY: /s/ Leo Liebowitz
------------------------
(Signature)
LEO LIEBOWITZ
President (Chief Executive
Officer)
10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF GETTY PETROLEUM CORP. AND SUBSIDIARIES
AS OF OCTOBER 31, 1996 AND FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 29,090
<SECURITIES> 535
<RECEIVABLES> 17,372
<ALLOWANCES> 1,504
<INVENTORY> 21,926
<CURRENT-ASSETS> 78,843
<PP&E> 365,709
<DEPRECIATION> 180,795
<TOTAL-ASSETS> 274,118
<CURRENT-LIABILITIES> 92,137
<BONDS> 33,805
<COMMON> 1,357
0
0
<OTHER-SE> 112,871
<TOTAL-LIABILITY-AND-EQUITY> 274,118
<SALES> 638,554
<TOTAL-REVENUES> 663,022
<CGS> 613,508
<TOTAL-COSTS> 630,787
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 366
<INTEREST-EXPENSE> 5,264
<INCOME-PRETAX> 7,882
<INCOME-TAX> 3,325
<INCOME-CONTINUING> 4,557
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,557
<EPS-PRIMARY> .36
<EPS-DILUTED> .36
</TABLE>
