FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period _______ to _______.
Commission File Number: 1-10398
GIANT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 86-0642718
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23733 North Scottsdale Road, Scottsdale, Arizona 85255
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 585-8888
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendments to this Form 10-K. [X]
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 [ ]
As of February 28, 1997, 11,097,867 shares of the registrant's
Common Stock, $.01 par value, were outstanding and the aggregate
market value of the voting stock held by non-affiliates of the
registrant was approximately $100,200,000 based on New York Stock
Exchange closing prices on February 28, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of the following documents are incorporated by reference in
Part III of this Form 10-K Report:
Proxy Statement for Registrant's 1997 Annual Meeting of
Stockholders - Items 10, 11, 12, and 13.<PAGE>
<PAGE>
PART I
ITEMS 1. AND 2. BUSINESS AND PROPERTIES.
GENERAL
Giant Industries, Inc., a Delaware corporation ("Giant" or the
"Company"), through its wholly-owned subsidiary Giant Industries
Arizona, Inc. ("Giant Arizona"), is engaged in the refining and
marketing of petroleum products. The Company is the largest refiner
and one of the largest marketers of petroleum products in the Four
Corners area of the southwestern United States where New Mexico,
Arizona, Colorado and Utah adjoin. The Company provides petroleum
products through company-operated retail facilities, independent
wholesalers and retailers, industrial/commercial accounts and sales
and exchanges with major oil companies.
The Company was incorporated in 1989 to effect the concurrent
merger of Giant Arizona and Hixon Development Company ("Hixon"), now
Giant Exploration and Production ("Giant E&P"), into wholly-owned
subsidiaries of the Company. Giant Arizona was founded in 1961 and
operated as a sole proprietorship until incorporation in the State of
Arizona in 1969. Hixon was incorporated in the State of Texas in 1964.
Concurrently with the merger of Giant Arizona and Hixon, the Company
completed an initial public offering of 2,788,750 shares of the
Company's Common Stock. At December 31, 1996, the Company had
11,097,867 shares of outstanding Common Stock.
In early 1996, the Company approved a plan of disposition for its
oil and gas operations. The decision was based upon management's
review of the prospects for this operation, which indicated that
substantial new capital would be necessary to further develop this
business and reach an acceptable level of profitability and
integration. On August 30, 1996, the Company completed the sale of
substantially all of its oil and gas assets for $25,500,000. Certain
oil and gas assets with a net asset value of approximately $4,300,000,
including a production payment, were retained by the Company. These
assets consist primarily of a working interest in certain natural gas
properties that qualify for the coal seam gas tax credits under
Section 29 of the Internal Revenue Code, an office building and some
equipment.
The Company's long-term strategy is to increase its integration
of refined products sold and to capture a significant portion of the
anticipated future growth in demand for refined products in the Four
Corners market. This strategy is designed to increase control over the
distribution of a greater portion of the Company's refined products
through their sale in the Company's retail network. The Company also
intends to increase its market presence in its secondary markets,
including the Phoenix and Tucson areas, which could provide additional
opportunities for selective market expansion. Through selective
acquisitions, the Company plans to expand into new markets outside
the Four Corners area where the Company's management believes it can
duplicate its business strategy.
REFINING AND MARKETING
REFINING
Giant Arizona owns and operates two refineries. The Ciniza
refinery is located on 880 acres near Gallup, New Mexico and the
Bloomfield refinery is located on 285 acres near Farmington, New
Mexico. Both of these refineries are geographically located in the
Four Corners area. This area serves as the Company's primary market
for its refined products and as the primary source of its crude oil and
natural gas liquids ("NGLs") supplies.
Management believes that the technical capabilities of both
refineries, together with the high quality of locally available
feedstocks, enable the Company to achieve refinery yields which are
comparable to that achieved by larger more complex refineries located
outside of the area. Both refineries are equipped with fluid catalytic
cracking, naphtha hydrotreating, reforming, and LPG recovery units, as
well as diesel hydrotreating and sulfur recovery units to manufacture
low sulfur diesel fuel. The Ciniza refinery utilizes an alkylation
process to manufacture high octane gasoline from its catalytic cracking
unit olefins. The Bloomfield refinery accomplishes this using a
catalytic polymerization unit. The Ciniza refinery is also equipped
with isomerization and cogeneration facilities. These processing
configurations enable the refineries to yield in excess of 90% high
value products, including gasoline, diesel fuel and jet fuel, from each
barrel of crude oil refined. The refineries manufacture a product
slate that includes 100% unleaded gasoline and 100% low sulfur diesel
fuel.
Set forth below is data with respect to refinery operations and
the primary refined products produced during the indicated periods.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1996 1995(1) 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Feedstock throughput:(2)
Crude oil 34,800 23,700 19,100 20,300 20,800
NGLs and oxygenates 5,400 5,000 4,500 5,000 4,800
------ ------ ------ ------ ------
Total 40,200 28,700 23,600 25,300 25,600
====== ====== ====== ====== ======
Crude oil throughput (as a % of total) 87% 83% 81% 80% 81%
Rated crude oil capacity utilized 90% 88% 92% 98% 101%
Refinery margin ($/bbl) $ 6.21 $ 5.13 $ 5.60 $ 6.69 $ 4.77
Products:(2)
Gasoline 24,900 18,500 15,200 16,300 16,100
Diesel fuel 10,900 7,200 5,200 5,400 5,400
Jet fuel 1,100 900 1,300 1,800 2,000
Other 3,300 2,100 1,900 1,800 2,100
------ ------ ------ ------ ------
Total 40,200 28,700 23,600 25,300 25,600
====== ====== ====== ====== ======
High Value Products:
Gasoline 62% 65% 64% 65% 63%
Diesel fuel 27% 25% 22% 21% 21%
Jet fuel 3% 3% 6% 7% 8%
------ ------ ------ ------ ------
Total 92% 93% 92% 93% 92%
====== ====== ====== ====== ======
(1) The 1995 operating data reflects the operations of the Bloomfield
refinery effective October 4, 1995.
(2) Average barrels per day
</TABLE>
The purchase of the Bloomfield refinery in October 1995 increased
the Company's total rated crude oil refining capacity owned by 18,000
bpd.
Each refinery operating unit requires regular maintenance and
repair shutdowns (referred to as "turnarounds") during which it is not
in operation. Turnaround cycles vary for different units. In general,
refinery turnarounds are managed so that some units continue to operate
while others are down for scheduled maintenance. Maintenance
turnarounds are implemented using refinery personnel as well as some
additional contract labor. Turnaround work proceeds on a continuous
24-hour basis in order to minimize unit down time. Giant has
historically expensed current maintenance charges and capitalized
turnaround costs which are then amortized over the estimated period
until the next turnaround which is generally twenty-four to forty-eight
months depending on the unit involved.
In general, a major refinery turnaround is scheduled every four
years. The most recent major turnaround occurred at the Ciniza
refinery during March and April 1994. A major turnaround is scheduled
for the Bloomfield refinery in the second quarter of 1997. Unscheduled
maintenance shutdowns also occur, but the Company believes that the
record of both refineries with respect to unscheduled maintenance
shutdowns is generally good compared with the industry as a whole.
RAW MATERIAL SUPPLY
The refineries primarily process a mixture of high gravity, low
sulfur crude oil, condensate and NGLs and a material known as Lisbon
condensate. The locally produced, high quality crude oil known as Four
Corners Sweet is the primary feedstock for the refineries. The
refineries also supplement their supply of crude oil with Alaska North
Slope ("ANS") crude oil, accessed from the West Coast through the
Company's gathering systems interconnection with the Four Corners and
Texas-New Mexico pipeline systems, which together can transport
approximately 65,000 barrels per day. The Ciniza refinery also has
access to West Texas Intermediate and other lesser known crude oils by
rail, should the need arise and should economic conditions allow the use
of such alternate crude oils.
The Company believes that local crude oil production currently
approximates 98% of aggregate local crude oil demand. Secondary
recovery projects implemented in 1996 in some units in the gathering
area have increased local production. Based on projections of local
crude oil availability from the field and current levels of usage of
ANS, the Company believes an adequate crude oil supply will be
available, without the use of significant additional supplemental
supply alternatives, to sustain refinery operations at planned levels,
at least through 1997.
The Company continues to evaluate other supplemental crude oil
supply alternatives for its refineries on both a short-term and
long-term basis. Among other alternatives, the Company has considered
making additional equipment modifications to increase its ability to
use alternative crude oils and natural gas liquids and could install
additional rail facilities to enable the Company to provide incremental
crude oil and other intermediate feedstocks to supplement local supply
sources in the most cost effective manner. The Company understands that
production of ANS is declining and is aware of proposals that would, at
some time in the future, eliminate the shipping of ANS through the Four
Corners pipeline system. In such event, the Company has identified
potential opportunities for accessing other supplemental crude oil
supplies via this pipeline. In addition, the Four Corners area
produces significant amounts of NGLs, most of which are currently
shipped out of the area by pipeline. The Company will undertake
several projects at its refineries in 1997 to increase its ability to
utilize NGLs, which historically are a lower cost feedstock than crude
oil, in the production of gasoline. These 1997 projects should increase
the amount of natural gasoline used by the Company's refineries by
approximately 2,500 barrels per day and will result in the production
of an equivalent number of barrels per day of additional gasoline.
If additional supplemental crude oil becomes necessary, the
Company intends to implement then available alternatives as necessary
and as is most advantageous under the then prevailing conditions. The
Company currently believes that the most desirable strategy to
supplement local crude oil supplies, on a long-term basis, would be the
delivery of supplemental crude oil from outside of the Four Corners
area by pipeline. Such crude oil may be of lesser quality than locally
available crude oils, and the Company believes such crude oil will
generally have a delivered cost greater than that of locally available
crude oil. Implementation of supplemental supply alternatives may
result in additional raw material costs, operating costs, capital
costs, or a combination thereof in amounts which are not presently
ascertainable by the Company but which will vary depending on factors
such as the specific alternative implemented, the quantity of
supplemental feedstocks required, and the date of implementation.
Implementation of some supply alternatives requires the consent or
cooperation of third parties and other considerations beyond the
control of the Company.
Crude oil is acquired from a number of sources, including major
oil companies and large and small independent producers, under
arrangements which contain market-responsive pricing provisions. Many
of these arrangements are subject to cancellation by either party or
have terms that are not in excess of one year. In addition, these
arrangements are subject to periodic renegotiation. A portion of the
refineries' purchases are structured as exchange agreements. In such
exchanges, purchases are made in conjunction with matching sales to the
supplier at other domestic locations, as may be negotiated
periodically. The effect of such arrangements is to make a portion of
the cost of the refineries' supply dependent upon market conditions in
other locations, which may differ from those pertaining to the Four
Corners area. In addition, the Company participates in various
government supply programs available to smaller refiners.
In addition to crude oil, the Ciniza refinery currently has the
capability of processing approximately 5,200 barrels per day of NGLs,
consisting of natural gasoline, normal butane and isobutane. NGLs are
used as gasoline blending components and to supply the isomerization
and alkylation units. NGLs increase the percentage of gasoline and the
octane levels that the refinery can produce, which typically increase
the Company's refining margins. NGLs further enhance refinery margins
because the Company has historically been able to purchase NGLs at a
lower cost per barrel than crude oil.
An adequate supply of NGLs is available for delivery to the Ciniza
refinery, primarily through a Company-owned pipeline connecting the
Ciniza refinery to natural gas liquids fractionation plants operated by
third parties. NGLs can also be transported to the Ciniza refinery by
rail or transport truck. The Company currently acquires substantially
all of its NGL feedstocks pursuant to two long-term agreements with
suppliers under which NGLs are made available to the Company at the
fractionation plants. These agreements contain market sensitive pricing
arrangements under which prices are adjusted on a monthly basis.
As stated above, the Company will undertake several projects in
1997 to increase its ability to use natural gas liquids in the
production of gasoline.
OXYGENATES
The Company owns a dry mill ethanol processing plant in Portales,
New Mexico. The ethanol plant has the capacity to produce
approximately 14.0 million gallons of ethanol per year, 137,000 tons of
protein-enriched cattlefeed and beverage quality carbon dioxide.
Ethanol is an oxygenate which can be used as a gasoline blending
component. Oxygenates are oxygen-containing compounds that can be used
as a motor vehicle fuel supplement to reduce motor vehicle carbon
monoxide emissions. The use of gasoline containing oxygenates has been
government-mandated in a number of metropolitan areas near Giant's
operations.
On October 2, 1995, the Company announced the temporary suspension
of operations at the facility due to high grain costs. The Company
anticipates that it will be able to purchase sufficient quantities of
oxygenates from third parties at acceptable prices during the period
the plant's operations are suspended. Based on current raw material
and product prices, the Company currently plans to reopen the plant in
1997.
TRANSPORTATION
Crude oil supply for the Ciniza and Bloomfield refineries comes
primarily from the Four Corners area and is either connected by Company
owned pipeline or delivered by Company owned truck transports to
pipeline injection points or refinery tankage. The Company owns about
240 miles of pipeline for gathering and delivery of crude oil to the
refineries. The pipeline system reaches into the San Juan Basin and
connects with common carrier pipelines. The Ciniza refinery receives
NGL's through a 13-mile Company owned pipeline connected to a natural
gas liquids fractionation plant.
Currently, over 40 Company-owned truck transports are involved in
the collection of crude oil from producing wells to supply the
refineries.
MARKETING AND DISTRIBUTION
THE FOUR CORNERS MARKET. The Four Corners area is the primary
market area for the Company's refined products. The Company's New Mexico
market includes the greater Albuquerque area, the largest market in New
Mexico. Substantially all of the Company's refined products are distributed
in the Four Corners market. The Company estimates that, during 1996, its
gasoline production was distributed 57% in New Mexico, 28% in Arizona,
10% in Colorado and 5% in Utah; and its diesel production was
distributed 56% in New Mexico, 29% in Arizona, 11% in Colorado and 4%
in Utah. The Company's truck transports support refinery sales in its
primary market as well as its secondary markets. These vehicles hauled
approximately 40% of the refineries' sales barrels in 1996.
REFINED PRODUCT SALES. During 1996, the Company sold approximately
9,200,000 barrels of gasoline and 3,900,000 barrels of diesel fuel from
its refineries. The Company's retail units sold an equivalent of
approximately 22% of these gasoline and 14% of these diesel sales.
Gasoline and diesel deliveries made through product exchanges with
large oil companies accounted for approximately 24% of the volume sold
by the refineries. The remaining gasoline and diesel sales were made
to wholesalers, retailers and industrial/commercial customers.
Supplementing sales barrels sourced from both refineries were periodic
purchases, for resale, of gasoline and diesel from other sources.
Specific economic and/or market conditions are the major factors
affecting the timing and volume of these resale transactions.
The Company's other refined products, including military jet
fuels, are marketed to various third party customers.
RETAIL MARKETING. At December 31, 1996, the Company operated 52
service station/convenience stores located in New Mexico, Arizona and
Colorado, one more unit than in 1995, and a Travel Center located on
I-40 adjacent to the Ciniza refinery near Gallup, New Mexico. The
Company's retail units sold approximately 105,800,000 gallons of
gasoline and diesel fuel in 1996 compared to approximately 107,400,000
gallons in 1995, a 1 1/2% decrease. Merchandise sales increased
approximately 7% in 1996, to $49,100,000 from $45,700,000. This
increase was primarily due to an aggressive remodeling program,
improved merchandising and the addition of higher volume units with
increased merchandising capacity, which replaced lower volume,
underperforming units, which were sold.
During 1996, the Company acquired seven units, constructed two new
units, and sold eight units. One unit was closed for remodeling in
late 1996 and is scheduled to reopen in the first quarter of 1997. In
addition, a number of new sites were acquired in 1996 for planned growth
in 1997. The Company plans to acquire or construct a minimum of twenty-six
units during 1997. This additional growth is expected to be in the Company's
primary and secondary market areas. In addition, other sites are expected
to be acquired during 1997 to continue future retail expansion and several
rebuilds and remodels will also be undertaken.
During 1996, the Company continued to look for acquisition
opportunities to expand its retail marketing. In June, the Company
completed the acquisition of seven Diamond Shamrock retail units in the
Four Corners area. These will continue to be operated under the Diamond
Shamrock brand for a period of time. In 1997, the Company will continue
to look for acquisition opportunities to expand its retail marketing in
areas that are consistent with its strategic refining and marketing
objectives.
The majority of the Company's service stations are typically modern
high-volume self-service stations. During 1996, the Company remodeled
twenty-eight units and continued its program to install credit card readers
in dispensers at its higher volume units. Card readers were installed at
eight units and new product dispensers were installed at two units. In
addition, the Company installed state-of-the-art integrated point of
sale equipment at nineteen units. The program to upgrade dispensers and
card readers is expected to continue during 1997.
The Company's service stations are augmented with convenience
stores at many locations, which provide items such as general
merchandise, alcoholic and nonalcoholic beverages, fast foods, health
and beauty aids and automotive products. In 1996, the Retail Division
expanded its proprietary fast food operations in three of its newly
constructed and remodeled units. "The Deli at Giant", now in eight
stores, offers a full-scale deli and fast food menu.
The Company owns and operates a Travel Center adjacent to the
Ciniza refinery on I-40. The Travel Center provides a direct market
for a portion of the Ciniza refinery's diesel production and allows
diesel fuel to be sold at virtually no incremental transportation cost.
In the twelve months ended December 31, 1996, the Company sold
approximately 15,400,000 gallons of diesel fuel at the Travel Center
(approximately 18% of the Ciniza refinery's total diesel production).
The Travel Center facility includes 18 high volume diesel fuel islands,
a large truck repair facility, and a 29,000 square foot shopping mall.
The facility contains a 265 seat full service restaurant, two large
convenience stores, a fast food diner, a 24-hour movie theater, a gift
shop, a western wear and boot shop, a hair salon and other
accommodations such as showers, laundry, security and lighted parking.
EMPLOYEES
The Company and its subsidiaries employed approximately 1,500
persons on February 28, 1997, including approximately 1,400 full-time
and approximately 100 part-time employees. Approximately 1,250 were
employed in refining and marketing operations including 100 part-time
employees. Of these, 700 (including 70 part-time) were employed in the
service station division and 250 (including 10 part-time) were employed
at the Travel Center. The Company currently has no labor union
employees.
OTHER MATTERS
COMPETITIVE CONDITIONS
The industry in which the Company is engaged is highly
competitive. Many of the Company's competitors are large, integrated
oil companies which, because of their more diverse operations, stronger
capitalization and better brand name recognition, may be better able
than the Company to withstand volatile industry conditions, including
shortages or excesses of crude oil or refined products or intense price
competition.
The principal competitive factors affecting the Company's refining
and marketing operations are the quality, quantity and delivered costs
of crude oil, NGLs and other refinery feedstocks, refinery processing
efficiencies, refined product mix, refined product selling prices and
the cost of delivering refined products to markets. Other competitive
factors include the ability of competitors to deliver refined products
into the Company's primary market area by pipeline. The Company's
larger competitors have refineries which are located outside the Four
Corners area but which are larger and more efficient than the Company's
refineries and, as a result, have lower per barrel of crude oil
refinery processing costs. The Company competes with major and larger
integrated oil companies and with independent refiners in Southeastern
New Mexico, West Texas, the Texas Panhandle, Utah, Colorado and
Southern California for selling refined products. Refined products
from the Texas and Southeastern New Mexico refineries can be shipped to
Albuquerque, New Mexico, primarily through two common carrier
pipelines, one originating in El Paso, Texas and the second originating
in Amarillo, Texas.
The Company is aware of a number of proposals or industry
discussions regarding product pipeline projects that if or when
undertaken and completed could impact portions of its marketing areas,
either directly or indirectly. One of these projects, the expansion of
the Emerald Line into Albuquerque, is being implemented and is
currently scheduled for completion in 1997. Another of these proposed
projects would result in a refined products pipeline from Southeastern
New Mexico to the Albuquerque and Farmington markets. The various
proposed projects involve new construction of connecting pipelines and
in some cases the reversal of existing crude oil or natural gas liquids
pipelines. The completion of some or all of these projects would
result in increased competition by increasing the amount of refined
products available, either directly or indirectly, in the Albuquerque
and Farmington market areas.
The principal competitive factors affecting the Company's retail
marketing business are location of service stations, product price,
product quality, appearance and cleanliness of service stations and
brand identification.
REGULATORY, ENVIRONMENTAL AND OTHER MATTERS AFFECTING REFINING
AND MARKETING
OPERATIONS. The Company's refining and marketing operations are
subject to a variety of federal, state and local health and
environmental laws and regulations governing the discharge of
pollutants into the air and water, product specifications, and the
generation, treatment, storage, transportation and disposal of solid
and hazardous waste and materials. The Company believes that the
refineries are capable of processing currently utilized feedstocks in
substantial compliance with existing, currently effective environmental
laws and regulations. However, environmental laws and regulations are
becoming increasingly stringent, and the Company is aware of
regulations which will become effective in the future which may affect
the refining and marketing industry. The following currently appear to
be the most significant of such laws and regulations as they relate to
the Company's operations. Where possible, the Company has attempted to
estimate a range of its costs of compliance based upon its current
understanding of such laws and regulations. The current estimates of
costs provided are preliminary only and actual costs may differ
significantly from these estimates.
The Company will be subject to additional environmental
regulations adopted by the Environmental Protection Agency ("EPA") and
state and local environmental agencies to implement the Clean Air Act
Amendments of 1990 (the "Amendments"). Among other things, the
Amendments require all major sources of hazardous air pollutants, as
well as certain other sources of air pollutants, to obtain state
operating permits. The permits must contain applicable federal and
state emission limitations and standards as well as satisfy other
statutory requirements. All sources subject to the permit program must
pay an annual permit fee. The Company believes that operating permits
will be required at both of its refineries and also believes that it
will be able to obtain these permits. Although additional costs will
be incurred in connection with these permits, the Company does not
believe these costs will be material.
The Amendments also require EPA to adopt emission standards for
categories of hazardous air pollutant sources. In accordance with this
directive, EPA has adopted emission standards that apply to hazardous
air pollutants emitted by petroleum refineries. The standards are
applicable to emissions from, among other things, process vents,
storage vessels, equipment leaks, wastewater operations and gasoline
loading racks. The Company believes its compliance costs may be
approximately $3.0 million to $3.5 million, which will be incurred over
a period of approximately five years beginning in 1997.
EPA has adopted regulations requiring underground storage tanks
that were installed before December 1988 to be in compliance with
specified standards by December 1998. In particular, steel tanks, and
associated steel piping, must be protected against corrosion and
devices must be in place to prevent tank spills and overfills.
Underground storage tanks that were installed after December 1988
already are subject to these requirements. The underground storage
tanks at all but seven of the Company's service stations satisfy the
1998 standards. The Company anticipates that it will make the
necessary modifications at all of these stations in 1997, at a cost of
approximately $500,000.
At the request of the governor of the State of Arizona, EPA has
issued proposed regulations that would make gasoline sold within
Maricopa County subject to the Amendments' Reformulated Gasoline
("RFG") program. As proposed, the Program would become effective for
all persons other than retailers and wholesale purchaser-consumers on
June 1, 1997 and would become effective for retailers and wholesale
purchaser-consumers on July 1, 1997. EPA has indicated that it would
allow Maricopa County to leave the RFG program if an opt-out request
was submitted by the governor prior to January 1, 1998. Because the
amount of refined products manufactured at the Company's refineries
and sold in Maricopa County has been very small, the Company does not
intend to make the changes necessary to produce RFG if EPA's proposed
regulations are adopted. The Company has other alternatives for
supplying its retail units in Maricopa County, such as acquiring RFG
by trade with other companies.
The Company does not believe that any other gasoline produced at
the refineries would be subject to the Amendments' RFG regulatory
program, unless a state governor requests that Reformulated Gasoline be
required in certain other areas.
The Company from time to time needs to obtain new environmental
permits or modifications to existing permits. Although there can be no
guarantee that the Company will be able to obtain all required permits,
the Company does not presently anticipate any unusual problems in
obtaining the necessary permits and permit modifications, nor does it
anticipate any significant problems in connection with the renewal of
existing permits prior to their expiration.
The Company cannot predict what additional health and
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. Compliance
with more stringent laws or regulations, as well as more vigorous
enforcement policies of regulatory agencies, could have an adverse
effect on the financial position and the results of operations of the
Company and could require substantial expenditures by the Company for
the installation and operation of pollution control systems and
equipment not currently possessed by the Company.
NOTICES OF VIOLATIONS. Notices of Violations and similar
governmental notices ("NOVs") are issued by governmental authorities
and may allege violations of environmental requirements. The Company is
in receipt of a NOV, dated February 9, 1993, from the New Mexico
Environment Department ("NMED") alleging that the Company failed to
comply with certain notification requirements contained in one of the
permits applicable to the Ciniza refinery's land treatment facility. As
a result, the Company has submitted a proposal for closure of the land
treatment facility. Although there is no guarantee, the Company
anticipates that NMED will approve the proposal later this year. NMED
has indicated that it probably will not require the Company to
undertake any cleanup activities if the land treatment facility is
closed, although periodic monitoring and site maintenance could be
required. The Company has not disposed of any hazardous waste at the
land treatment facility since 1990.
The Company has received other NOVs from time to time. The Company
has responded or intends to respond to all such matters. The Company
does not believe any such matters to be material.
DISCHARGES AND RELEASES. Refining, pipeline, trucking and
marketing operations are inherently subject to accidental spills,
discharges or other releases of petroleum or hazardous substances which
may give rise to liability to governmental entities or private parties
under federal, state or local environmental laws, as well as under
common law. Accidental discharges of contaminants have occurred from
time to time during the normal course of the Company's operations,
including discharges associated with the Company's refineries, pipeline
and trucking operations. The Company has undertaken, intends to
undertake or has completed all investigative or remedial work thus far
required by governmental agencies to address potential contamination by
the Company.
The Company anticipates that it will incur remediation costs from
time to time in connection with current and former gasoline service
stations operated by the Company. The Company's experience has been
that such costs generally do not exceed $100,000 per location, and a
portion of such costs may be subject to reimbursement from State
underground storage tank funds.
The Company has discovered hydrocarbon contamination adjacent to a
55,000 barrel crude oil storage tank that was located in Bloomfield,
New Mexico. The Company believes that all or a portion of the tank and
the 5.5 acres owned by the Company on which the tank was located may
have been a part of a refinery owned by various other parties that
ceased operations approximately thirty-five years ago. The Company
completed a site investigation in 1995, which indicates that
contaminated groundwater may extend approximately 300 feet south of the
property boundary. Without admitting liability for the contamination,
the Company intends to conduct remediation activities under the
oversight of the New Mexico Oil Conservation Division ("OCD"). The
Company has approximately $250,000 accrued as an environmental reserve
in relation to this site.
Although the Company has invested substantial resources to prevent
and minimize future accidental discharges and to remediate
contamination resulting from prior discharges, there can be no
assurance that accidental discharges will not occur in the future, that
future action will not be taken in connection with past discharges,
that governmental agencies will not assess penalties against the
Company in connection with any past or future contamination, or that
third parties will not assert claims against the Company for damages
allegedly arising out of any past or future contamination.
FARMINGTON PROPERTY/LEE ACRES LANDFILL. In 1973, the Company
constructed the Farmington refinery which was operated until 1982. The
Company became aware of soil and shallow groundwater contamination at
this facility in 1985. The Company hired environmental consulting firms
to investigate the contamination and undertake remedial action. The
consultants identified several areas of contamination in the soils and
shallow groundwater underlying the Farmington property. A consultant to
the Company has indicated that contamination attributable to past
operations at the Farmington property has migrated off the refinery
property, including a hydrocarbon plume that appears to extend no more
than 1,800 feet south of the refinery property. Remediation activities
are ongoing by the Company under OCD's supervision. The Company had
reserved approximately $1,000,000 for possible environmental
expenditures relating to its Farmington property, of which
approximately $700,000 still remains.
The Farmington property is located adjacent to the Lee Acres
Landfill (the "Landfill"), a closed landfill formerly operated by San
Juan County which is situated on lands owned by the United States
Bureau of Land Management ("BLM"). Industrial and municipal wastes were
disposed of in the Landfill by numerous sources. During the period that
it was operational, the Company disposed of office trash, maintenance
shop trash, used tires and water from the Farmington refinery's
evaporation pond at the Landfill.
The Lee Acres Landfill was added to the National Priorities List
as a Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA") Superfund site in 1990. In connection with this listing,
EPA defined the site as the Landfill and the Landfill's associated
groundwater plume. EPA excluded any releases from the Farmington
refinery itself from the definition of the site. In May 1991, EPA
notified the Company that it may be a potentially responsible party
under CERCLA for the release or threatened release of hazardous
substances, pollutants or contaminants at the Landfill.
In September 1996, BLM made its proposed plan of action for the
Landfill available to the public. Remediation alternatives examined by
BLM in connection with the development of its proposed plan ranged in
projected cost from no cost to approximately $14.5 million. BLM is
proposing the adoption of a remedial action alternative that it
believes would cost approximately $3.9 million to implement.
BLM's $3.9 million cost estimate is based on certain assumptions
which may or may not prove to be correct and is contingent on
confirmation that remedial actions, once implemented, are adequately
addressing Landfill contamination.
BLM has received public comment on its proposed plan. The Company
understands that BLM, EPA and NMED intend to consult to select the final
remedy for the site.
Based on current information, the Company does not believe it
needs to record a liability in relation to the BLM's proposed plan. In
1989, a consultant to the Company estimated, based on various
assumptions, that the Company's potential liability could be
approximately $1.2 million. This figure was based upon estimated
Landfill remediation costs significantly higher than those being
proposed by BLM. The figure was also based on the consultant's
evaluation of such factors as available clean-up technology, BLM's
involvement at the site and the number of other entities that may have
had involvement at the site. The consultant, however, did not conduct
an analysis of any potential legal defenses and arguments including
possible setoff rights. Potentially responsible party liability is
joint and several, such that a responsible party may be liable for all
of the clean-up costs of a site even though the party was responsible
for only a small part of such costs. Actual liability, if any, may
differ significantly from the consultant's estimate.
BLM may assert claims against the Company and others for
reimbursement of investigative, cleanup and other costs incurred by BLM
in connection with the Landfill and surrounding areas. It is also
possible that the Company will assert claims against BLM in connection
with contamination that may be originating from the Landfill. Private
parties and other governmental entities may also assert claims against
BLM, the Company and others for property damage, personal injury and
other damages allegedly arising out of any contamination originating
from the Landfill and the Farmington property. Parties may also request
judicial determination of their rights and responsibilities, and the
rights and responsibilities of others, in connection with the Landfill
and the Farmington property. Currently, however, there is no
outstanding litigation against the Company by BLM or any other party.
BLOOMFIELD REFINERY. In connection with the acquisition of the
Bloomfield refinery, the Company assumed certain environmental
obligations including Bloomfield Refining Company's ("BRC") obligations
under an Administrative Order issued by EPA in 1992 pursuant to RCRA
(the "Order"). The Order required BRC to investigate and propose
measures for correcting any releases of hazardous waste or hazardous
constituents at or from the Bloomfield refinery. The Company has
established an environmental reserve of $2.25 million in connection
with this matter.
RIGHTS-OF-WAY. Certain irregularities in title may exist with
respect to a limited number of the Company's rights-of-way or
franchises for its crude oil pipeline gathering system. The Company,
however, has continued its use of the entirety of its pipeline
gathering system. As of this date, no claim stemming from any right-of-
way or franchise matter has been asserted against the Company. The
Company does not believe that its use or enjoyment of the pipeline
gathering system will be adversely affected by any such right-of-way
matters or irregularities in title.
TAXES. The Company is subject to audit on an ongoing basis of the
various taxes that it pays to federal, state, local and tribal
agencies. These audits may result in assessments or refunds
along with interest and penalties. In some cases the jurisdictional
basis of the taxing authority is in dispute and is the subject of
litigation or administrative appeals. In one such case, the Company has
produced crude oil and natural gas, or purchases crude oil as a first
purchaser, from properties located in a geographic area outside the
boundaries of the Navajo Indian Reservation in which the Navajo Tribe
has asserted the right to impose severance and other taxes. A portion
of the Company's pipeline gathering system also is located in this
geographic area. The extent of the Tribe's taxing authority in the
geographic area is subject to doubt. The Company has received several
tax assessments from the Tribe pertaining to the geographic area,
including a $1.8 million severance tax assessment issued in November
1991. The Company has invoked its appeal rights with the Tribe's Tax
Commission in connection with these matters and intends to oppose the
severance tax assessment. It is the Company's position that it is in
substantial compliance with the laws applicable to the disputed area
and, therefore, has accrued a liability in regards thereto for
substantially less than the amount of the original assessment. It is
possible that the Company's assessments will have to be litigated by
the Company before final resolution. The Company also may receive
further tax assessments. The Company intends to continue purchasing
activities in the geographic area.
DISCONTINUED OPERATIONS
OIL & GAS OPERATIONS
In early 1996, the Company approved a plan of disposition for its
oil and gas operations. The decision was based upon management's
review of the prospects for this operation, which indicated that
substantial new capital would be necessary to further develop this
business and reach an acceptable level of profitability and
integration. On August 30, 1996, the Company sold substantially all of
its oil and gas assets to Central Resources, Inc., a privately owned
oil and gas company based in Denver, Colorado. The assets were sold
for $25,500,000. The Company retained its ownership in natural gas
wells located in San Juan County, New Mexico which qualified for
federal coal seam gas tax credits under Section 29 of the Internal
Revenue Code. Future Section 29 tax credits, estimated to be
approximately $3.2 million, generated from natural gas production
will be realized by the Company and, when earned, will be used to
offset income taxes payable through the year 2002. These wells are
subject to a production payment to Central Resources, Inc., under
which the natural gas reserves related to these wells will be
produced for the benefit of the buyer, as well as a "suboperating"
agreement under which the buyer assumes substantially all of the
responsibilities and risks of operation of the wells. Additionally,
the Company retained an office building located at 2200 Bloomfield
Highway, Farmington, New Mexico.
<PAGE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS.
The Company is a party to ordinary routine litigation incidental
to its business. There is also hereby incorporated by reference the
information under the headings "Regulatory, Environmental and Other
Matters Affecting Refining and Marketing" in Items 1 and 2, the
discussions contained in Item 7, and the information regarding
contingencies in Note 15 to the Consolidated Financial Statements in
Item 8.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
Executive Officers of the Registrant.
Executive
Officer
Name Age Position Since
- ---- --- -------- ---------
James E. Acridge 56 President and Chief October 1989
Executive Officer
Fredric L. Holliger 49 Executive Vice President October 1989
and Chief Operating
Officer
A. Wayne Davenport 48 Vice President and May 1994
Chief Financial Officer
Morgan Gust 49 Vice President and August 1990
General Counsel, Vice
President Administration
and Secretary
The officers of the Company are elected annually by the Board of
Directors and each officer serves until his successor is chosen and
qualified or until his earlier resignation or removal. There are no
family relationships among the officers of the Company.
James E. Acridge has served as Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since October 1989.
Mr. Acridge also serves as Chairman of the Nominating Committee. Mr.
Acridge started Giant Arizona in 1969 and has served continuously as its
Chairman of the Board of Directors, President and Chief Executive
Officer. Mr. Acridge is also Chairman of the Board of Directors of
Giant E&P.
Fredric L. Holliger has served as a director, Executive Vice
President and Chief Operating Officer of the Company since October 1989.
Mr. Holliger joined Giant Arizona, the Company's principal wholly-owned
subsidiary, as Senior Vice President and President of the Giant refining
division in February 1989 and continues to serve as a director, Executive
Vice President and Chief Operating Officer of Giant Arizona. Since May
1993, Mr. Holliger has also served as a director, President and Chief
Executive Officer of Giant E&P, which was the Company's other principal
wholly-owned subsidiary until the Company sold substantially all of its
oil and gas assets in August 1996.
A. Wayne Davenport served as Vice President and Corporate
Controller commencing May 1994 and, since May 1995, serves as Vice
President and Chief Financial Officer of the Company. He also serves in
such positions for Giant Arizona and Giant E&P. Prior to joining the
Company in March 1994, Mr. Davenport was an investor in crude oil and
natural gas properties and a consultant to the industry. From February
1987 to September 1992, he served in various positions, the last being
Executive Vice President and Chief Financial Officer, with Hondo Oil
& Gas Company, a company engaged in refining, marketing, exploration
and production.
Morgan Gust has served as Secretary and General Counsel of the
Company since August 1990 and as Vice President since September 1990.
In addition, he has served as Vice President Administration since
October 1992. He also serves in such capacities and as a director of
Giant Arizona and Giant E&P.
<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The principal United States market on which the Company's
Common Stock is traded is the New York Stock Exchange. The high
and low sales prices for the Common Stock for each full quarterly
period as reported on the New York Stock Exchange Composite Tape
for the last two fiscal years is as follows:
Quarter Ended High Low
------------------ ------ ------
December 31, 1996 16 1/8 13 3/4
September 30, 1996 16 1/4 13 3/8
June 30, 1996 15 5/8 12 1/4
March 31, 1996 14 10 7/8
December 31, 1995 12 1/4 9 5/8
September 30, 1995 11 3/8 7 7/8
June 30, 1995 8 7/8 7 1/8
March 31, 1995 8 7/8 6 5/8
For 1996 and 1995, the Company's Board of Directors declared
quarterly cash dividends on common stock of $0.05 per share. Any
future dividends are subject to the results of the Company's operations,
declarations by the Board of Directors and existing debt covenants, as
described below.
The Company has issued $100,000,000 of 9 3/4% Senior Subordinated
Notes ("Notes"). The Notes were issued pursuant to an Indenture dated
November 29, 1993 (the "Indenture") among the Company, its Subsidiaries,
as guarantors, and NBD Bank, National Association, as trustee. The
Indenture contains a number of covenants, which, among other provisions,
place restrictions on the payment of dividends. At December 31, 1996,
retained earnings available for dividends under the terms of the
Indenture was approximately $16,123,000. The Indenture includes the
payment of dividends in its definition of "Restricted Payments" which
are subject to limitations, the most significant of which are
summarized as follows:
The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, make any
Restricted Payment, unless:
(a) no Default or Event of Default shall have
occurred and be continuing at the time of or immediately
after giving effect to such Restricted Payment;
(b) at the time of and immediately after giving
effect to such Restricted Payment, the Company would be able
to incur at least $1.00 of additional Indebtedness pursuant
to the first paragraph of the covenant captioned "Limitation
on Incurrence of Additional Indebtedness"; and
(c) immediately after giving effect to such
Restricted Payment, the aggregate amount of all Restricted
Payments declared or made after the Issue Date does not
exceed the sum of (A) 50% of the Consolidated Net Income of
the Company and its Restricted Subsidiaries (or in the event
such Consolidated Net Income shall be a deficit, minus 100%
of such deficit) during the period (treated as one
accounting period) subsequent to September 30, 1993 and
ending on the last day of the fiscal quarter immediately
preceding the date of such Restricted Payment and (B) $15
million. Consolidated Net Income excludes, among other
things, any full cost ceiling limitation writedown.
Also see the "Capital Structure" discussion in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in Item 7 hereof.
Capitalized items used but not defined above have the
meaning assigned to them in the Indenture.
There were 267 holders of record of Common Stock on
February 28, 1997.<PAGE>
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
The following table summarizes recent financial information
of the Company. This selected financial data should be read in
conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations at Item 7 and the
Consolidated Financial Statements, related notes thereto, and the
Auditors' Report included in Item 8 hereof:
<TABLE>
<CAPTION>
FINANCIAL AND OPERATING HIGHLIGHTS
(In Millions, Except Percentages, Per Share and Operating Data)
Year Ended December 31,
----------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
FINANCIAL STATEMENT DATA
Continuing Operations:
Net Revenues $ 499.2 $ 332.9 $ 291.6 $ 313.2 $ 301.7
Operating Income 39.7 20.6 20.1 31.4 15.3
Net Earnings 17.0 7.7 7.4 17.5 7.1
Earnings Per Common Share 1.52 .68 .61 1.43 .58
Discontinued Operations
Net Earnings (Loss)(1) .2 (2.9) (11.3) (9.5)
Earnings (Loss) Per Common Share .01 (.24) (.92) (.78)
Weighted Average Common
Shares Outstanding 11.2 11.5 12.1 12.2 12.2
Dividends Paid Per Common Share .20 .20
Stockholders' Equity 122.1 109.7 109.7 105.9 98.6
Book Value Per Common Share 11.00 9.75 9.15 8.69 8.07
Return on Average Stockholders' Equity 14.7% 7.2% 4.2% 5.8%
Total Assets 324.0 324.9 279.4 274.4 233.3
Working Capital 21.5 50.3 86.4 88.0 47.2
Long-Term Debt as a Percentage
of Total Capitalization 48.1% 56.5% 51.4% 52.5% 46.8%
Long-Term Debt 113.1 142.7 116.1 117.3 86.9
OPERATIONS DATA - CONTINUING OPERATIONS:
REFINING AND MARKETING:(2)
Rated Crude Oil Capacity Utilized 90% 88% 92% 98% 101%
Refinery Sourced Sales Barrels (Bbls/Day) 38,814 27,430 23,054 24,412 24,477
Average Crude Oil Costs ($/Bbl) $ 21.80 $ 18.41 $ 16.97 $ 18.09 $ 20.21
Refinery Margin ($/Bbl) $ 6.21 $ 5.13 $ 5.60 $ 6.69 $ 4.77
Service Stations:
Fuel Gallons Sold (In Thousands)(3) 87,499 85,872 85,550 71,129 67,708
Product Margin ($/Gallon)(3) $ 0.201 $ 0.196 $ 0.200 $ 0.185 $ 0.152
Merchandise Sold ($ In Thousands) $ 42,037 $ 38,091 $ 32,727 $ 22,367 $ 18,159
Merchandise Margin 30% 30% 29% 28% 27%
Number of Outlets at Year End 52 51 50 50 41
Travel Centers:(4)
Fuel Gallons Sold (In Thousands) 18,298 21,522 30,337 32,148 38,253
Product Margin ($/Gallon) $ 0.104 $ 0.102 $ 0.118 $ 0.128 $ 0.121
Merchandise Sold ($ In Thousands) $ 7,092 $ 7,640 $ 9,929 $ 10,125 $ 10,041
Merchandise Margin 46% 47% 45% 45% 47%
Number of Outlets at Year End 1 1 1 2 2
Retail Fuel Volumes Sold as a % of
Refinery Sourced Sales Barrels(3) 18% 26% 33% 28% 28%
</TABLE>
(1) The 1994, 1993 and 1992 amounts include a $2.2 million, $9.9
million and $8.6 million net of tax charge, respectively, for
the reduction of the carrying value of crude oil and natural gas
properties.
(2) Operations data includes the operations of the Bloomfield refinery
from October 4, 1995.
(3) In the fourth quarter of 1996, certain operations previously
reported as part of the Company's retail division were
transferred to the refining division as part of a reorganization.
The amounts reflected here have been restated to reflect this
reorganization.
(4) The Company's Giant Express travel center was sold November 2,
1994.
<PAGE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995
- ---------------------------------------------------------------------
The primary factors affecting the results of the Company's 1996
continuing operations as compared to its 1995 continuing operations are
the acquisition of the Bloomfield refinery in the beginning of the
fourth quarter of 1995, an increase in 1996 refinery margins and the
temporary suspension of operations at the Company's ethanol production
plant during 1996.
In early 1996, the Company approved a plan of disposition for its
oil and gas assets. In August 1996, the Company completed the sale of
substantially all of these assets. The operations connected with these
assets are classified as discontinued operations in the Company's
consolidated financial statements for all years presented.
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
- -------------------------------------------------------
Earnings from continuing operations before income taxes were $28.2
million for the year ended December 31, 1996, an increase of
approximately $16.8 million from $11.4 million for the year ended
December 31, 1995. The increase is primarily the result of the
acquisition of the Bloomfield refinery and increases in average
refinery margins of approximately 21%. These increases were partially
offset by increases in operating and administrative costs.
REVENUES
- --------
Revenues for the year ended December 31, 1996, increased $166.3
million or 50% to $499.2 million from $332.9 million in the comparable
1995 period. Finished product sales of $130.3 million from the
Bloomfield refinery accounts for approximately 78% of the increase. In
addition, a 19% increase in Ciniza refinery weighted average selling
prices and a 10% increase in service station merchandise sales
contributed to increased revenues. Offsetting these increases was a
decline in third party sales from the Company's ethanol plant due to a
temporary suspension of operations during 1996.
The increase in service station merchandise sales is the result of
a 9% increase in same store volumes and a net increase in sales during
the year from fourteen units that have been acquired or constructed in
the last twenty-four months over thirteen units that have been disposed
of during the same period.
The volumes of refined products sold through retail units
decreased approximately 1% from 1995 levels due to a 15% decline in
volumes sold from the Company's travel center, offset in part by a 2%
increase in service station volumes. It is believed that travel center
volumes have declined because of increased local competition due to the
construction of several new truck stops in the Company's market area in
the past several years. Service station volumes have increased due to
a net increase in sales volumes during the year from the fourteen units
that have been acquired or constructed in the last twenty-four months
over the thirteen units that have been disposed of during the same
period. This increase was offset by a slight decline in same store
volumes resulting from increased competition. Average monthly sales
volumes during the last two years for the fourteen units acquired or
constructed is approximately 151,000 gallons per month compared to
104,000 gallons per month for the thirteen units that have been
disposed of.
COST OF PRODUCTS SOLD
- ---------------------
For the year ended December 31, 1996, cost of products sold
increased $127.6 million or 54% to $361.9 million from $234.3 million
in the corresponding 1995 period. Cost of products sold of $101.0
million relating to the Bloomfield refinery accounts for approximately
79% of the increase. Also contributing to increased costs was an 18%
increase in average crude oil costs and a 12% increase in the cost of
merchandise sales from the service stations. These increases were
partially offset by a decrease in costs relating to the temporary
suspension of operations at the Company's ethanol plant and the
liquidation of certain lower cost crude oil LIFO inventory layers which
resulted in a reduction in cost of products sold of approximately $2.8
million in 1996 compared to a similar reduction of approximately $0.5
million in 1995.
OPERATING EXPENSES
- ------------------
For the year ended December 31, 1996, operating expenses increased
$12.4 million or 24% to $64.3 million from $51.9 million in the year
ended December 31, 1995.
Operating expenses increased due to the acquisition of the
Bloomfield refinery (18%) and for other operations (12%). The 12%
increase for other operations is due to increases in payroll and
related costs (6%), higher fuel costs at the Ciniza refinery (1%) and
for various other expense increases (5%). Partially offsetting these
increases was a decrease of 6% due to the temporary suspension of
operations at the ethanol plant. Payroll and other costs have increased
due to annual wage increases and, in the retail operations, due to
expanded programs such as twenty-four hour operations, fuel pump island
attendant program, pay at the pump program, deli operations and store
remodeling and expansion.
DEPRECIATION AND AMORTIZATION
- -----------------------------
For the year ended December 31, 1996, depreciation and
amortization increased approximately $4.3 million or 32% to $17.6
million from $13.3 million in the same 1995 period. The increase is
primarily the result of the acquisition of the Bloomfield refinery,
along with the addition of service station and transportation assets.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
For the year ended December 31, 1996, selling, general and
administrative expenses increased approximately $2.8 million or 22% to
$15.6 million from $12.8 million in the corresponding 1995 period. The
increase is primarily the result of expense accruals for incentive
bonus plans (14%), increases in payroll and related costs (5%), expense
accruals for estimated severance tax assessments(2%) and increases in
various other general expense categories (10%). These increases were
partially offset by 1996 expense reductions for decreases in estimated
liabilities for self insured workman's compensation and property and
casualty claims and other items (9%).
INTEREST EXPENSE (INCOME)
- -------------------------
For the year ended December 31, 1996, interest expense increased
approximately $0.8 million or 7% to $12.3 million from $11.5 million in
the same 1995 period. The increase is primarily related to the
addition of certain variable rate long-term debt incurred to finance
the acquisition of the Bloomfield refinery, offset in part by a
reduction in other long-term debt.
For the year ended December 31, 1996, interest and investment
income decreased approximately $1.4 million or 66% to $0.8 million from
$2.2 million in 1995. The decrease is primarily due to a decrease in
excess funds available for investment related to the acquisition of the
Bloomfield refinery in October 1995 and, in 1996, to the use of
operating cash flows and the proceeds from the sale of the Company's
oil and gas assets for the payment of long-term debt and capital
expenditures.
INCOME TAXES
- ------------
Income taxes for the years ended December 31, 1996 and 1995 were
computed in accordance with Statement of Financial Accounting Standards
("SFAS") No. 109, resulting in effective tax rates of approximately 39%
and 32%, respectively. The difference in the two rates is primarily due
to alcohol fuel tax credits generated from the operation of the Company's
ethanol plant, which temporarily suspended operations in October 1995, as
well as coal seam gas tax credits in 1995.
DISCONTINUED OPERATIONS
- -----------------------
On August 30, 1996, the Company completed the sale of
substantially all of its oil and gas assets for $25.5 million. The
transaction was structured so that the Company retained only the oil
and gas properties that will generate future coal seam gas tax credits
under Section 29 of the Internal Revenue Code. The reserves related to
these properties will be produced by the buyer and tax credits will be
realized by the Company. The net asset value assigned to these
properties is approximately $4.3 million and is included in other
assets and liabilities in the accompanying Consolidated Balance Sheet.
The Company also retained an office building and some equipment.
Future coal seam gas tax credits, when earned, will be used to offset
income taxes payable.
Loss on the disposal of the oil and gas segment for 1996 is a loss
on the sale of the oil and gas properties of approximately $18,000,
including a provision for income taxes of $53,000, offset by earnings
from operations of approximately $5,000, including income tax benefits
of $861,000. For 1995 and 1994, earnings (loss) from operations were
$143,000, net of income taxes of $154,000, and $(2,934,000), net of
income tax benefit of $1,351,000, respectively. A pre-tax charge for a
reduction of the carrying value of crude oil and natural gas properties
of $3,395,000 was recorded in 1994.
OUTLOOK
- -------
The Company intends to focus its efforts in 1997 on increasing and
developing its retail operations through construction and acquisition,
while continuing to seek additional opportunities to expand refining
capacity through acquisition and selected refinery projects. The
Company's future results of operations are primarily dependent on
producing and selling sufficient quantities of refined products at
margins sufficient to cover fixed and variable expenses.
COMPARISON OF THE YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994
- ---------------------------------------------------------------------
The primary factors affecting the results of the Company's 1995
continuing operations as compared to its 1994 continuing operations
were the acquisition of the Bloomfield refinery in the beginning of the
fourth quarter of 1995, a decline in refinery margins, an increase in
refinery sourced sales volumes from the Ciniza refinery and the
temporary suspension of operations at the Company's ethanol production
plant in October 1995.
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
- -------------------------------------------------------
Earnings from continuing operations before income taxes were $11.4
million for the year ended December 31, 1995, an increase of $1.3
million from $10.1 million for the year ended December 31, 1994. The
increase is primarily the result of the acquisition of the Bloomfield
refinery, a 5% increase in Ciniza refinery finished product sales
volumes and a 16% increase in service station merchandise sales. These
increases were partially offset by a 10% decrease in Ciniza refinery
average margins and a decrease in third party sales volumes from the
ethanol plant.
REVENUES
- --------
Revenues for the year ended December 31, 1995, increased $41.3
million or 14% to $332.9 million from $291.6 million in the comparable
1994 period. Finished product sales of $29.5 million from the
Bloomfield refinery accounts for approximately 71% of the increase. In
addition, a 5% increase in Ciniza refinery finished product sales
volumes, a 4% increase in Ciniza refinery weighted average selling
prices and a 16% increase in service station merchandise sales
contributed to increased revenues. Offsetting these increases were a
decline in third party sales from the ethanol plant and an overall
decline in other revenues from retail operations.
The increase in Ciniza refinery finished product sales volumes in
1995 was partially the result of a scheduled major maintenance
turnaround started in March and completed in April 1994 and an accident
at the refinery in July 1994 which reduced production for a period of
approximately sixty days. The increase in service station merchandise
sales is the result of increased same store sales and the addition of
six units. The overall decline in other revenues from retail operations
is primarily related to the sale of the Giant Express travel center in
November 1994.
The volumes of refined products sold through retail outlets
decreased approximately 7% from 1994 levels due to a 29% decrease in
volumes sold from the travel centers, primarily related to the sale of
the Giant Express, and a slight increase in service station volumes
resulting in part from the addition of six new units, offset by reduced
volumes at some units due to increased competition and the sale or
remodeling of several units.
COST OF PRODUCTS SOLD
- ---------------------
For the year ended December 31, 1995, cost of products sold
increased $38.8 million or 20% to $234.3 million from $195.5 million
for the corresponding 1994 period. Cost of products sold of $22.4
million relating to the Bloomfield refinery accounts for approximately
58% of the increase. Also contributing to increased costs was an 8%
increase in average crude oil costs and a 5% increase in the volume of
finished products sold from the Ciniza refinery, along with a 15%
increase in the cost of merchandise sales from the service stations.
The increase is partially offset by a decrease in costs relating to the
temporary suspension of operations at the ethanol plant and a decrease
in merchandise sales from the travel centers.
OPERATING EXPENSES
- ------------------
For the year ended December 31, 1995, operating expenses increased
approximately $0.1 million to $51.9 million from $51.8 million in the
corresponding 1994 period.
Operating expenses increased approximately 5% due to the
acquisition of the Bloomfield refinery and 5% due to payroll and
related costs for other continuing operations. Partially offsetting
these increases were declines of approximately 4% due to the sale of
the Giant Express, 2% due to the temporary suspension of operations at
the ethanol plant, 1% due to lower purchased fuel costs for the Ciniza
refinery and 3% due to various other expense decreases.
DEPRECIATION AND AMORTIZATION
- -----------------------------
For the year ended December 31, 1995, depreciation and
amortization increased $1.1 million or 9% to $13.3 million from $12.2
million in the corresponding 1994 period. The increase is primarily
related to the acquisition of the Bloomfield refinery and the separate
purchase of crude oil gathering operations in September 1995.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
- --------------------------------------------
For the year ended December 31, 1995, selling, general and
administrative expenses increased approximately $0.9 million or 7% to
$12.8 million from $11.9 million in the corresponding 1994 period. The
increase is primarily the result of a reduction in 1994 first quarter
expenses from the recording of a $1.0 million insurance settlement
relating to environmental costs incurred in prior years and higher
payroll costs in the 1995 period. Offsetting these items was a
reduction in expenses from no management incentive bonus being accrued
in the 1995 period and reductions in 1995 expenses for a decrease in
the estimated liability for self insured workmen's compensation claims
and an adjustment in the estimated allowance for doubtful accounts.
INTEREST EXPENSE (INCOME)
- -------------------------
For the year ended December 31, 1995, interest expense decreased
approximately $0.3 million or 3% to $11.5 million from $11.8 million in
the same 1994 period. The decrease is primarily related to the
reduction of certain fixed rate long-term debt and the capitalization
of interest in the 1995 period, offset in part by the addition of
certain variable rate long-term debt incurred in part to finance the
acquisition of the Bloomfield refinery.
For the year ended December 31, 1995, interest and investment
income increased approximately $0.5 million or 29% to $2.2 million from
$1.7 million. The increase is primarily due to interest received on the
refund of income taxes paid in prior periods and higher interest rates.
These increases were partially offset by a decrease due to a decline in
the amount of excess funds available for investment.
INCOME TAXES
- ------------
Income taxes for the years ended December 31, 1995 and 1994 were
computed in accordance with SFAS No. 109, resulting in effective tax
rates of approximately 32% and 26%, respectively. The difference in
rates is due in part to the amounts of alcohol fuel tax credits
generated in 1994 compared to 1995, relating to the temporary
suspension of operations at the Company's ethanol plant, as well as
coal seam gas tax credits generated in each year, as they relate to
varying amounts of annual income.
DISCONTINUED OPERATIONS
- -----------------------
For the years ended December 31, 1995 and 1994, the Company's oil
and gas operations ("Giant E&P") recorded net earnings of $0.1 million
and a net loss of $2.9 million, respectively. The improvement is
primarily due to a writedown in the carrying value of crude oil and
natural gas properties in the third quarter of 1994, and in 1995, to
increases in crude oil and natural gas production, along with an
increase in crude oil selling prices, offset in part by a decline in
natural gas selling prices.
Revenues, including intercompany revenues of $5.3 million in 1995
and $4.1 million in 1994, totaled $8.4 million for the year ended
December 31, 1995, an increase of $2.4 million or 40% from the $6.0
million reported for the comparable 1994 period. This increase is due
to a 51% increase in crude oil production, an 8% increase in average
crude oil selling prices and a 15% increase in natural gas production.
These increases were offset in part by a 24% decline in average natural
gas selling prices.
The increase in crude oil production is primarily the result of
the acquisition of various crude oil producing reserves during 1995.
The increase in natural gas production is due to a favorable 1994 year
end adjustment of coal seam gas reserves sold in 1992, determined
pursuant to an annual redetermination clause contained in the 1992
purchase and sale agreement, which resulted in the addition of
approximately 1,018 million cubic feet of natural gas reserves.
For the year ended December 31, 1995, operating costs and expenses
increased $1.2 million or 18% to $8.1 million from $6.9 million in the
comparable 1994 period primarily due to increases in production.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW FROM OPERATIONS
- -------------------------
Net cash provided by operating activities of continuing operations
totaled $42.8 million for the year ended December 31, 1996, compared to
$24.5 million for the comparable 1995 period. Operating cash flows
increased primarily as the result of the acquisition of the Bloomfield
refinery.
WORKING CAPITAL
- ---------------
Working capital at December 31, 1996, consisted of current assets
of $86.5 million and current liabilities of $65.0 million, or a current
ratio of 1.33:1. At December 31, 1995, the current ratio was 1.86:1,
with current assets of $108.9 million and current liabilities of $58.5
million. The Company's current ratio has declined primarily as the
result of using cash generated from operations and the sale of the
Company's oil and gas assets for the payment of long-term debt and
capital expenditures.
Current assets have decreased since December 31, 1995, primarily
due to decreases in the net assets of discontinued operations and
inventories, offset in part by increases in cash and cash equivalents
and accounts receivable. The net assets of discontinued operations have
decreased because of the sale or reclassification of the net assets of
the Company's oil and gas operations. Inventories have decreased
primarily as the result of processing crude oil inventories. Cash and
cash equivalents have increased in part from a net increase in
operating cash flows, proceeds from the sale of the Company's oil and
gas assets and borrowings on the Company's working capital line, offset
by payments on long-term debt and for the acquisition of property,
plant and equipment. Accounts receivable have increased due to
increases in trade receivables, resulting from higher sales volumes and
prices, and excise tax refunds due on product transfers to the
Company's Albuquerque Terminal. Current liabilities have increased due
to an increase in accounts payable and accrued expenses. Accounts
payable have increased primarily due to increases in the volume and
cost of raw materials. Accrued expenses have increased primarily as
the result of a contingent payment related to the acquisition of the
Bloomfield refinery and an increase in accruals for incentive bonus and
401(k) plans.
CAPITAL EXPENDITURES AND RESOURCES
- ----------------------------------
Net cash used in investing activities for the purchase of
property, plant and equipment and other assets totaled approximately
$27.5 million for the year 1996, including the acquisition of seven
retail units; the construction of two and the reconstruction or
remodeling of twenty-eight retail units; the acquisition of finished
product and crude truck transports; and upgrades and turnaround
expenditures at the refineries.
In addition, the Company accrued approximately $2.3 million for
estimated preacquisition environmental liabilities assumed in the
purchase of the Bloomfield refinery. The Company also accrued a
contingent payment related to this acquisition of approximately $6.9
million. Both of these amounts have been added to property, plant and
equipment and allocated to the assets acquired.
For 1996, the Company received proceeds of approximately $4.4
million from the sale of eight operating service stations. A gain of
approximately $0.1 million resulted from these sales.
As described above, the Company completed the sale of
substantially all of its oil and gas assets in 1996 for $25.5 million.
In October 1995, the Company temporarily closed its ethanol
processing plant in Portales, New Mexico due to high grain prices.
Based on current raw material and product prices, the Company currently
plans to reopen the plant in 1997.
The Company has budgeted approximately $81.4 million for capital
expenditures in 1997. Of this amount, approximately $10.7 million is
budgeted for non-discretionary projects that are required by law or
regulation or to maintain the physical integrity of existing assets.
These expenditures are primarily for operational and environmental
projects at the refineries, including a major maintenance turnaround at
the Bloomfield refinery scheduled for the second quarter of 1997. The
remaining budget of $70.7 million is for discretionary projects to
sustain or enhance the current level of operations, increase earnings
on existing or new business and to expand operations. The primary
projects in this later category include retail site acquisitions and
the acquisition or construction of twenty-six retail units, capacity
enhancement projects at the refineries and transportation facility and
equipment upgrades. In addition to these budgeted amounts, the Company
could incur an additional contingent payment related to the acquisition
of the Bloomfield refinery, in accordance with the Bloomfield refinery
acquisition agreement, if certain criteria are met.
The amount of these capital projects that are actually undertaken
in 1997 will depend on, among other things, identifying acceptable
acquisitions, general business conditions and results of operations.
The capital projects undertaken are expected to be funded from
operating cash flows, future borrowings and lease financings. The
Company is also actively pursuing the possible sale or exchange of
non-strategic or underperforming assets. Future liquidity, both short
and long-term, will continue to be primarily dependent on producing and
selling sufficient quantities of refined products at margins sufficient
to cover fixed and variable expenses.
Changes in the tax laws, changes in federal and state clean air
and clean fuel requirements and other changes in environmental laws and
regulations may increase future capital expenditure levels. In
addition, the Company continues to investigate strategic acquisitions
as well as additional capital improvements to its existing facilities.
Much of the capital currently planned to be spent by the Company
for environmental compliance is integrally related to operations or to
operationally required projects. The Company does not specifically
identify capital expenditures related to such projects on the basis of
whether they are for environmental as opposed to economic purposes.
However, with respect to capital expenditures budgeted primarily to
satisfy environmental regulations, it is estimated that approximately
$0.7 million, $0.5 million and $0.6 million was spent in 1996, 1995 and
1994, respectively, and $2.2 million is expected to be spent in 1997.
With respect to the Company's operating expenses for environmental
compliance, while records are not kept specifically identifying or
allocating such expenditures, management believes that the Company
incurs significant operating expense for such purposes.
CAPITAL STRUCTURE
- -----------------
At December 31, 1996 and 1995, the Company's long-term debt was
48.1% and 56.5% of total capital, respectively. The decrease is
primarily due to the repayment of long-term debt and an increase in
stockholders' equity due to net earnings. At December 31, 1996 and
1995, the Company's net debt (long-term debt less cash and cash
equivalents) to total capitalization percentages were 45.1% and 54.8%,
respectively.
The Company's capital structure includes $100 million of 9 3/4%
senior subordinated notes due in 2003 ("Notes"). Repayment of the Notes
is jointly and severally guaranteed on an unconditional basis by the
Company's direct and indirect wholly-owned subsidiaries, subject to a
limitation designed to ensure that such guarantees do not constitute a
fraudulent conveyance. Except as otherwise allowed in the Indenture
pursuant to which the Notes were issued, there are no restrictions on
the ability of such subsidiaries to transfer funds to the Company in
the form of cash dividends, loans or advances. General provisions of
applicable state law, however, may limit the ability of any subsidiary
to pay dividends or make distributions to the Company in certain
circumstances.
In October 1995, the Company entered into a Credit Agreement with
a group of banks under which $30.0 million was borrowed pursuant to a
three-year unsecured revolving term facility to provide financing for
the purchase of the Bloomfield refinery. This revolving term facility
has been repaid from cash on hand and proceeds from the sale of the
Company's oil and gas assets. The $30.0 million that was repaid is
currently available for reborrowing under this facility for the
acquisition of property, plant and equipment. This facility has a
floating interest rate that is tied to various short-term indices. At
December 31, 1996, this rate was approximately 6.5% per annum.
In addition, the Credit Agreement contains a three-year unsecured
working capital facility to provide working capital and letters of
credit in the ordinary course of business. The availability under this
working capital facility is the lesser of (i) $40.0 million, or (ii)
the amount determined under a borrowing base calculation tied to
eligible accounts receivable and inventories as defined in the Credit
Agreement. At December 31, 1996, the lesser amount was $40.0 million.
This facility has a floating interest rate that is tied to various
short-term indices. At December 31, 1996, this rate was approximately
6.5% per annum. Direct borrowings under this arrangement were $10.0
million at December 31, 1996, and there were $16.0 million of
irrevocable letters of credit outstanding, primarily to secure
purchases of raw materials. Borrowings under this facility are
generally higher at month end due to payments for raw materials and
various taxes. The direct borrowings were repaid in early January 1997.
The Credit Agreement contains certain covenants and restrictions
which require the Company to, among other things, maintain a minimum
consolidated net worth; minimum fixed charge coverage ratio; minimum
funded debt to total capitalization percentage; and places limits on
investments, prepayment of senior subordinated debt, guarantees, liens
and restricted payments. The Credit Agreement is guaranteed by
substantially all of the Company's direct and indirect wholly-owned
subsidiaries. The Company is required to pay a quarterly commitment fee
based on the unused amount of each facility.
In 1996, the Company prepaid its 10.91% senior unsecured note due
to an insurance company from operating cash flows and the proceeds from
the sale of the Company's oil and gas assets.
The Company's Board of Directors has authorized the repurchase of
a total of 1.5 million shares of the Company's common stock or
approximately 12% of all shares issued as of the inception of the
repurchase program. These purchases may be made from time to time as
conditions permit. Shares may be repurchased through
privately-negotiated transactions, block share purchases and open
market transactions. In 1996, the Company repurchased 0.2 million
shares of its common stock under this program for approximately $2.8
million. From the inception of the repurchase program, the Company has
repurchased 1.1 million shares at a weighted average cost of
approximately $9.60 per share, including commissions, for a total cost
of approximately $10.8 million. These shares are treated as treasury
shares.
Any repurchased shares are available for a variety of corporate
purposes. The number of shares actually repurchased will be dependent
upon market conditions and there is no guarantee as to the exact number
of shares to be repurchased by the Company. The Company may suspend or
discontinue the program at any time without notice.
On December 12, 1996, the Company's Board of Directors declared a
cash dividend on common stock of $0.05 per share payable to
stockholders of record on January 24, 1996. This dividend was paid on
February 6, 1997. For the year 1996, the Board of Directors declared
cash dividends on common stock totaling $0.20 per share. Future
dividends, if any, are subject to the results of the Company's
operations, existing debt covenants and declaration by the Company's
Board of Directors.
OTHER
- -----
Federal, state and local laws and regulations relating to health
and the environment affect nearly all of 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. These matters include soil
and water contamination, air pollution and personal injuries or
property damage allegedly caused by substances manufactured, handled,
used, released or disposed of by the Company. Future expenditures
related to health and environmental matters cannot be reasonably
quantified in many circumstances for various reasons, including the
speculative nature of remediation and cleanup cost estimates and
methods, imprecise and conflicting data regarding the hazardous nature
of various types of substances, the number of other potentially
responsible parties involved, various defenses which may be available
to the Company and changing environmental laws and interpretations of
environmental laws.
Rules and regulations implementing federal, state and local laws
relating to health and the environment will continue to affect the
operations of the Company. The Company cannot predict what health or
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 enforced with respect to products or activities
of the Company. Compliance with more stringent laws or regulations, as
well as more vigorous enforcement policies of the regulatory agencies,
could have an adverse effect on the financial position and the results
of operations of the Company and could require substantial expenditures
by the Company for the installation and operation of refinery
equipment, pollution control systems and other equipment not currently
possessed by the Company.
In May 1991, the Environmental Protection Agency notified the
Company that it may be a potentially responsible party for the release,
or threatened release, of hazardous substances, pollutants or
contaminants at the Lee Acres Landfill, adjacent to the Company's
Farmington refinery. This refinery was operated until 1982. Although a
final plan of action for the Landfill has not yet been adopted by the
Bureau of Land Management ("BLM"), the BLM has developed a proposed
plan of action which it projects will cost approximately $3.9 million
to implement. This cost projection is based on certain assumptions
which may or may not prove to be correct and is contingent on
confirmation that the remedial actions, once implemented, are
adequately addressing Landfill contamination. For example, if
assumptions regarding groundwater mobility and contamination levels are
incorrect, BLM is proposing to take additional remedial actions with an
estimated cost of approximately $1.8 million. Based on current
information, the Company does not believe it needs to record a
liability in relation to the BLM's proposed plan. In 1989, a consultant
to the Company estimated, based on various assumptions, that the
Company's share of potential liability could be approximately $1.2
million. This figure was based upon estimated Landfill remediation
costs significantly higher than those being proposed by BLM. The figure
was also based on the consultant's evaluation of such factors as
available clean-up technology, BLM's involvement at the site and the
number of other entities that may have had involvement at the site. The
consultant, however, did not conduct an analysis of the Company's
potential legal defenses and arguments including possible setoff
rights. Potentially responsible party liability is joint and several,
such that a responsible party may be liable for all of the clean-up
costs at a site even though the party was responsible for only a small
part of such costs. Actual liability, if any, may differ significantly
from the consultant's estimate. In addition, the Company is remediating
a hydrocarbon plume that appears to extend no more than 1,800 feet
south of its inactive Farmington refinery.
The Company has established an environmental liability accrual of
approximately $3.0 million. Approximately $1.0 million relates to
ongoing environmental projects, including the remediation of the
hydrocarbon plume described above and hydrocarbon contamination on and
adjacent to 5.5 acres the Company owns in Bloomfield, New Mexico. The
remaining $2.0 million relates to an original estimate of approximately
$2.3 million, recorded in the second quarter of 1996, for certain
environmental obligations assumed in the acquisition of the Bloomfield
refinery. That amount was recorded as an adjustment to the purchase
price and allocated to the assets acquired. The environmental accrual
is recorded in the current and long-term sections of the Company's
Consolidated Balance Sheet.
The Company is subject to audit on an ongoing basis of the various
taxes that it pays to federal, state, local and tribal agencies. These
audits may result in assessments or refunds along with interest and
penalties. In some cases the jurisdictional basis of the taxing
authority is in dispute and is the subject of litigation or
administrative appeals. The Company has received several tax
notifications and assessments from the Navajo Tribe relating to crude
oil and natural gas removed from properties located outside the
boundaries of the Navajo Indian Reservation in an area of disputed
jurisdiction, including a $1.8 million severance tax assessment issued
to Giant Arizona in November 1991. The Company has invoked its appeal
rights with the Tribe's Tax Commission in connection with this
assessment and intends to oppose the assessment. It is the Company's
position that it is in substantial compliance with laws applicable to
the disputed area and, therefore, has accrued a liability in regards
thereto for substantially less than the amount of the original
assessment. It is possible that the Company's assessments will have
to be litigated by the Company before final resolution. In addition,
the Company may receive further tax assessments.
The Company believes that local crude oil production currently
approximates 98% of aggregate local crude oil demand. Secondary
recovery projects implemented in 1996 in some units in the gathering
area have increased local production. The Company is currently able to
supplement local crude oil supplies with Alaska North Slope crude oil
("ANS") through its gathering systems interconnection with the Four
Corners and Texas-New Mexico common carrier pipeline systems. Based on
projections of local crude oil availability from the field and current
levels of usage of ANS, the Company believes an adequate crude oil
supply will be available, without the use of significant additional
supplemental supply alternatives, to sustain refinery operations at
planned levels, at least through 1997.
The Company continues to evaluate other supplemental crude oil
supply alternatives for its refineries on both a short-term and
long-term basis. Among other alternatives, the Company has considered
making additional equipment modifications to increase its ability to
use alternative crude oils and natural gas liquids and could install
additional rail facilities to enable the Company to provide incremental
crude oil and other intermediate feedstocks to supplement local supply
sources in the most cost effective manner. The Company understands that
production of ANS is declining and is aware of proposals that would, at
some time in the future, eliminate the shipping of ANS through the Four
Corners pipeline system. In such event, the Company has identified
potential opportunities for accessing other supplemental crude oil
supplies via this pipeline. In addition, the Four Corners area
produces significant amounts of natural gas liquids, most of which are
currently shipped out of the area by pipeline. The Company will
undertake several projects at its refineries in 1997 to increase its
ability to utilize natural gas liquids, which historically are a lower
cost feedstock than crude oil, in the production of gasoline. These
1997 projects should increase the amount of natural gasoline used by
the Company's refineries by approximately 2,500 barrels per day and
will result in the production of an equivalent number of barrels per
day of additional gasoline.
If additional supplemental crude oil becomes necessary, the
Company intends to implement then available alternatives as necessary
and as is most advantageous under the then prevailing conditions. The
Company currently believes that the most desirable strategy to
supplement local crude oil supplies, on a long-term basis, would be the
delivery of supplemental crude oil from outside of the Four Corners
area by pipeline. Such crude oil may be of lesser quality than locally
available crude oils, and the Company believes such crude oil will
generally have a delivered cost greater than that of locally available
crude oil. Implementation of supplemental supply alternatives may
result in additional raw material costs, operating costs, capital
costs, or a combination thereof in amounts which are not presently
ascertainable by the Company but which will vary depending on factors
such as the specific alternative implemented, the quantity of
supplemental feedstocks required, and the date of implementation.
Implementation of some supply alternatives requires the consent or
cooperation of third parties and other considerations beyond the
control of the Company.
The Company is aware of a number of proposals or industry
discussions regarding product pipeline projects that if or when
undertaken and completed could impact portions of its marketing areas,
either directly or indirectly. One of these projects, the expansion of
the Emerald line into Albuquerque, is being implemented and is
currently scheduled for completion in 1997. Another of these proposed
projects would result in a refined products pipeline from southeastern
New Mexico to the Albuquerque and Farmington markets. The various
proposed projects involve new construction of connecting pipelines and
in some cases the reversal of existing crude oil or natural gas liquids
pipelines. The completion of some or all of these projects would
result in increased competition by increasing the amount of refined
products available, either directly or indirectly, in the Albuquerque
and Farmington market areas.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: This report contains forward-looking statements
that involve risks and uncertainties, including but not limited to
economic, competitive and governmental factors affecting the Company's
operations, markets, products, services and prices; the adequacy of raw
material supplies; the ability of the Company to successfully abate
various tax assessments; the potential effects of various pipeline
projects as they relate to the Company's market areas and future
profitability and other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission.
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona
We have audited the accompanying consolidated balance sheets of
Giant Industries, Inc. and subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of earnings,
stockholders'
equity and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility
of the Company's 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.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Giant Industries, Inc. and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 3, 1997<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
---------------------
1996 1995
--------- ---------
(In thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 12,628 $ 9,549
Receivables:
Trade, less allowance for doubtful accounts of
$254,000 and $424,000 25,014 22,264
Income tax refunds 1,355 380
Other 4,395 1,381
--------- ---------
30,764 24,025
--------- ---------
Inventories 38,226 42,581
Prepaid expenses and other 3,252 3,880
Net assets of discontinued operations 26,689
Deferred income taxes 1,636 2,145
--------- ---------
Total current assets 86,506 108,869
--------- ---------
Property, plant and equipment 322,260 292,919
Less accumulated depreciation and amortization (108,715) (94,357)
--------- ---------
213,545 198,562
--------- ---------
Other assets 23,956 17,431
--------- ---------
$ 324,007 $ 324,862
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,439 $ 4,063
Accounts payable 35,754 34,162
Accrued expenses 27,772 20,316
--------- ---------
Total current liabilities 64,965 58,541
--------- ---------
Long-term debt, net of current portion 113,081 142,676
Deferred income taxes 19,042 12,864
Other liabilities 4,795 1,049
Stockholders' equity:
Preferred stock, par value $.01 per share, 10,000,000 shares
authorized, none issued
Common stock, par value $.01 per share, 50,000,000
shares authorized, 12,221,367 and 12,188,629 shares issued 122 122
Additional paid-in capital 72,617 72,389
Retained earnings 60,170 45,373
Unearned compensation related to restricted stock (151)
--------- ---------
132,909 117,733
Less common stock in treasury-at cost, 1,123,500 and 939,500 shares (10,785) (8,001)
--------- ---------
122,124 109,732
--------- ---------
$ 324,007 $ 324,862
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Year Ended December 31,
-----------------------------------------------
1996 1995 1994
----------- ----------- -----------
(In thousands except shares and per share data)
<S> <C> <C> <C>
Net revenues $ 499,184 $ 332,888 $ 291,623
Cost of products sold 361,864 234,271 195,489
----------- ----------- -----------
Gross margin 137,320 98,617 96,134
Operating expenses 64,315 51,856 51,823
Depreciation and amortization 17,673 13,345 12,246
Selling, general and administrative expenses 15,602 12,778 11,930
----------- ----------- -----------
Operating income 39,730 20,638 20,135
Interest expense (12,318) (11,506) (11,805)
Interest and investment income 771 2,239 1,733
----------- ----------- -----------
Earnings from continuing operations before income taxes 28,183 11,371 10,063
Provision for income taxes 11,132 3,638 2,608
----------- ----------- -----------
Earnings from continuing operations 17,051 7,733 7,455
Discontinued operations:
Earnings (loss) from oil and gas operations (net of taxes) 143 (2,934)
Loss on disposal of oil and gas operations (net of taxes) (13)
----------- ----------- -----------
Net earnings $ 17,038 $ 7,876 $ 4,521
=========== =========== ===========
Earnings (loss) per common share:
Continuing operations $ 1.52 $ 0.68 $ 0.61
Discontinued operations 0.01 (0.24)
----------- ----------- -----------
Net earnings $ 1.52 $ 0.69 $ 0.37
=========== =========== ===========
Weighted average number of shares outstanding 11,220,380 11,478,779 12,127,481
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Unearned
Unearned compen- Unrealized
Common stock employee sation loss on Total
---------------- Additional benefits related to securities Treasury stock stock-
Shares Par paid-in Retained related to restricted available- ------------------ holders'
issued value capital earnings ESOP stock for-sale Shares Cost equity
---------- ----- ---------- -------- ---------- ---------- ---------- -------- -------- --------
(In thousands except number of shares)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1994 12,192,770 $122 $72,417 $35,852 $(1,347) $(1,130) $105,914
Purchase of treasury stock 202,300 $ (1,652) (1,652)
Stock options exercised 500 3 3
Benefits allocated to
employees by ESOP 833 833
Compensation related to
restricted stock awards 469 469
Restricted stock award
shares forfeited (5,641) (47) 47
Unrealized loss on
securities available-
for-sale $(398) (398)
Net earnings 4,521 4,521
---------- ---- ------- ------- ------- ------- ----- --------- -------- -------
Balances, December 31, 1994 12,187,629 122 72,373 40,373 (514) (614) (398) 202,300 (1,652) 109,690
Purchase of treasury stock 737,200 (6,349) (6,349)
Stock options exercised 1,000 8 8
Benefits allocated to
employees by ESOP 514 514
Compensation related to
restricted stock awards 8 463 471
Dividends declared (2,876) (2,876)
Change in unrealized loss
on securities available-
for-sale 398 398
Net earnings 7,876 7,876
---------- ---- ------- ------- ------- ------- ----- --------- -------- --------
Balances, December 31, 1995 12,188,629 122 72,389 45,373 (151) 939,500 (8,001) 109,732
Purchase of treasury stock 184,000 (2,784) (2,784)
Stock options exercised 32,750 216 216
Compensation related to
restricted stock awards 12 151 163
Restricted stock award
fractional shares
redeemed/canceled (12)
Dividends declared (2,241) (2,241)
Net earnings 17,038 17,038
---------- ---- ------- ------- ------- ------- ----- --------- -------- --------
Balances, December 31, 1996 12,221,367 $122 $72,617 $60,170 $ $ $ 1,123,500 $(10,785) $122,124
========== ==== ======= ======= ======= ======= ===== ========= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
--------------------------------
1996 1995 1994
-------- -------- --------
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 17,038 $ 7,876 $ 4,521
Adjustments to reconcile net earnings to
net cash provided by continuing operating activities:
Loss (earnings) from discontinued operations 13 (143) 2,934
Depreciation and amortization 17,673 13,345 12,246
Deferred income taxes 6,514 1,632 (1,058)
Restricted stock award compensation 163 471 469
Gain on involuntary conversion of refinery assets (533)
Increase (decrease) in other liabilities 470 (328) 1,019
Other 73 57 341
Changes in operating assets and liabilities:
Increase in receivables (6,718) (2,513) (7,200)
Decrease (increase) in inventories 4,355 (10,311) (8,929)
Decrease (increase) in prepaid expenses and other 647 (1,563) 1,120
Increase in accounts payable 1,644 15,096 5,037
Increase (decrease) in accrued expenses 883 904 (2,121)
-------- -------- --------
Net cash provided by continuing operating activities 42,755 24,523 7,846
-------- -------- --------
Cash flows from investing activities:
Refinery acquisition (55,000)
Purchases of property, plant and equipment and other assets (27,468) (22,978) (17,165)
Proceeds from sale of property, plant and equipment and other assets 4,587 2,588 5,611
Insurance proceeds from involuntary conversion of refinery assets 438
Payments received on ESOP loan 514 833
Purchases of marketable securities (101,562)
Proceeds from sales and maturities of marketable securities 35,991 100,849
Proceeds from sale of discontinued operations 24,106
Net cash (used) provided by discontinued operations (3,831) (6,150) 639
-------- -------- --------
Net cash used by investing activities (2,606) (45,035) (10,357)
-------- -------- --------
Cash flows from financing activities:
Proceeds of long-term debt 10,000 41,000
Payments of long-term debt (42,218) (14,458) (3,025)
Purchase of treasury stock (2,784) (6,349) (1,652)
Deferred financing costs (698) (100)
Payment of dividends (2,284) (2,302)
Proceeds from exercise of stock options 216 8 3
-------- -------- --------
Net cash (used) provided by financing activities (37,070) 17,201 (4,774)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents 3,079 (3,311) (7,285)
Cash and cash equivalents:
Beginning of year 9,549 12,860 20,145
-------- -------- --------
End of year $ 12,628 $ 9,549 $ 12,860
======== ======== ========
</TABLE>
Noncash Investing and Financing Activities. For the year ended December 31,
1996, the Company accrued $2,250,000 for estimated preacquisition
environmental liabilities assumed in the purchase of the Bloomfield refinery
and $6,910,000 was incurred as a contingent payment, also related to the
acquisition of the Bloomfield refinery. Both of these amounts have been added
to property, plant and equipment as an adjustment to the purchase price of the
Bloomfield refinery. For the year ended December 31, 1995, two retail units
with a net book value of $1,613,000 were exchanged for a finished products
terminal and $1,198,000 was incurred as a contingent payment related to the
acquisition of the Bloomfield refinery. For the year ended December 31, 1994,
a portion of the acquisition price of nine retail units was seller financed
for $2,917,000.
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<PAGE>
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION
Giant Industries, Inc. ("Giant" or the "Company") was organized to
combine the refining and marketing business of Giant Industries
Arizona, Inc. ("Giant Arizona") with the oil and gas business of Hixon
Development Company ("Hixon") through a merger in December 1989 in
which Giant Arizona and Hixon became wholly-owned subsidiaries of the
Company. In conjunction with the merger, the Company completed its
initial public offering. In 1990, Hixon was renamed Giant Exploration
& Production Company ("Giant E&P").
In early 1996, the Company approved a plan for disposition of its
oil and gas business. On August 30, 1996, the Company completed the
sale of substantially all of its oil and gas assets. (See Note 3 for
further discussion.)
DESCRIPTION OF BUSINESS
The Company operates primarily as an independent refiner and
marketer of petroleum products. The Company has two operating
refineries in New Mexico. The Ciniza refinery, with a crude oil
throughput capacity of 20,800 barrels per day ("bpd") and a total
capacity including natural gas liquids of 26,000 bpd, is located near
Gallup, New Mexico. In October 1995, the Company acquired the
Bloomfield refinery, with a crude oil throughput capacity of 18,000
bpd and a total capacity including natural gas liquids of 18,600 bpd,
located in Bloomfield, New Mexico. (See Note 2 for further discussion.)
The Company also owns an ethanol production plant which supplies
ethanol for blending by the Company as well as for sale to third party
customers. Due to high grain costs, this facility temporarily
suspended operations in October 1995. Based on current raw material
and product prices, the Company has reevaluated its options regarding
this facility and currently plans to reopen the plant in 1997.
The Company's principal business is the refining of crude oil into
petroleum products which are sold through branded retail outlets as
well as through distributors, industrial/commercial accounts and major
oil companies. The Company is the largest refiner and one of the
largest marketers of petroleum products in the Four Corners area of the
southwestern United States where New Mexico, Arizona, Colorado and Utah
adjoin. As an adjunct to its retail outlets, the Company sells
merchandise through its stores.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of
Giant and all its subsidiaries. All significant intercompany accounts
and transactions have been eliminated.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles necessarily requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
NET REVENUES
Revenues are recognized from sales when product ownership is
transferred to the customer. Excise and other similar taxes are
excluded from net revenues.
STATEMENTS OF CASH FLOWS
All highly liquid instruments with an original maturity of three
months or less are considered to be cash equivalents.
FUTURES AND OPTION CONTRACTS
The Company periodically enters into futures or option contracts to
hedge its exposure to price fluctuations on crude oil and refined
products. Gains and losses on hedge contracts are deferred and
reported as a component of the related transaction. For the purposes
of the Statement of Cash Flows, hedging transactions are considered to
be operating activities.
INTEREST RATE SWAPS
In the past, interest rate management techniques such as swaps and
caps were entered into in order to effectively manage and reduce net
interest expense. Net settlements on swap transactions are reported as
an adjustment to net interest expense over the life of the associated
debt instruments. These debt instruments were repaid in 1996, and the
remaining net settlement proceeds were recorded as an adjustment to
interest expense.
MARKETABLE SECURITIES
All marketable securities were sold or matured in 1995. Marketable
securities were stated at fair value which was generally estimated
based on quoted market prices. Marketable securities were managed as
part of the Company's short-term cash management program.
CONCENTRATION OF CREDIT RISK
Credit risk with respect to customer receivables is concentrated in
a small geographic area in which the Company operates and relates to
customers in the oil and gas industry. To minimize this risk, the
Company performs ongoing credit evaluations of its customers' financial
position and requires collateral, such as letters of credit, in certain
circumstances.
INVENTORIES
Inventories are stated at the lower of cost or market. Costs for
crude oil and refined products produced by the refineries are
determined by the last-in, first-out ("LIFO") method. Costs for
exchange and terminal refined products and shop supplies are determined
by the first-in, first-out ("FIFO") method. Costs for merchandise
inventories are determined by the retail inventory method.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and are depreciated
on the straight-line method over their respective estimated useful
lives. The estimated useful lives for the various categories of
property, plant and equipment are:
Buildings and improvements 7-30 years
Machinery and equipment 7-24 years
Pipelines 30 years
Furniture and fixtures 2-15 years
Vehicles 3-7 years
Routine maintenance, repairs and replacement costs are charged
against earnings as incurred. Turnaround costs, which consist of
complete shutdown and inspection of significant units of the refineries
at intervals of two or more years for necessary repairs and
replacements, are deferred and amortized over the period until the next
expected shutdown which generally ranges from twenty-four to forty-
eight months depending on the type of shutdown and the unit involved.
Expenditures which materially increase values, expand capacities or
extend useful lives are capitalized. Interest expense is capitalized
as part of the cost of constructing major facilities and equipment.
TREASURY STOCK
The Company's Board of Directors has authorized the repurchase of up
to 1,500,000 shares of the Company's common stock or approximately 12%
of all shares issued as of the inception of the repurchase program.
These purchases may be made from time to time as conditions permit.
Shares may be repurchased through privately-negotiated transactions,
block share purchases and open market transactions. Through the end of
1996, the Company had repurchased 1,123,500 shares at a cost of
approximately $10,785,000. These shares are being treated as treasury
shares.
ENVIRONMENTAL EXPENDITURES
Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate to an
existing condition caused by past operations, and which do not
contribute to current or future revenue generation, are expensed.
Liabilities are recorded when environmental assessments and/or remedial
efforts are probable and the costs can be reasonably estimated.
INCOME TAXES
The provision for income taxes is based on earnings reported in the
financial statements. Deferred income taxes are provided on temporary
differences between the basis of assets and liabilities for financial
reporting purposes and income tax purposes.
EARNINGS (LOSS) PER COMMON SHARE
Earnings (loss) per common share is computed on the weighted average
number of shares of common stock outstanding during each period. The
exercise of outstanding stock options would not result in a material
dilution of earnings per share.
NEW ACCOUNTING PRONOUNCEMENTS
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of." The Company adopted this Statement in the
first quarter of 1996 and based on an evaluation of its operations in
accordance with the criteria specified in the Statement, determined
that there was no material impact to the Company's financial position
or results of operations.
In October 1995, the Financial Accounting Standards Board issued
SFAS No. 123 "Accounting for Stock Based Compensation." The Company
determined that it will not change to the fair value method prescribed
in the Statement and will continue to use Accounting Principles Board
Opinion No. 25 for measurement and recognition of employee stock based
compensation. SFAS No. 123 requires additional disclosures to be made
in the financial statements.
In October 1996, the American Institute of Certified Public
Accountants issued Statement of Position ("SOP") 96-1 "Environmental
Remediation Liabilities." The Company has not completed the process of
evaluating the impact that will result from adopting this SOP.
However, management does not believe the adoption will have a
significant impact on the Company's financial position or results of
operations. SOP 96-1 is required to be adopted in the first quarter of
1997.
RECLASSIFICATIONS
Certain reclassifications have been made to the 1995 financial
statements and notes to conform to the statement classifications used
in 1996.
<PAGE>
<PAGE>
NOTE 2--ACQUISITION:
On October 4, 1995, the Company completed the purchase of the
Bloomfield refinery along with related pipeline and transportation
assets from Gary-Williams Energy Co. and its wholly-owned subsidiary,
Bloomfield Refining Company ("BRC").
The purchase price was $55,000,000 plus approximately $7,500,000
for crude oil and refined products inventories associated with the
refinery operations. The purchase agreement provides for potential
contingent payments to be made to BRC over approximately six years from
the acquisition date, not to exceed a present value of $25,000,000,
should certain criteria be met. These contingent payments are
considered to be additional purchase price and will be allocated to the
assets acquired in the same proportions as the original purchase price
was allocated, not to exceed the estimated current replacement cost,
and amortized over the estimated remaining life of the assets. At
December 31, 1996 and 1995, the Company had accrued $6,910,000 and
$1,198,000, respectively, under this arrangement relating to 1996 and
1995 operations. In addition, the Company accrued $2,250,000 relating
to certain environmental obligations assumed in the purchase. The
above accruals have been recorded as additional purchase price and
allocated to the assets acquired.
The following Statements of Earnings compare the consolidated
results of Giant, including the results of the Bloomfield refinery, for
the year ended December 31, 1996, with the pro forma combined condensed
statement of earnings of the Company and BRC ("Pro Forma") for the year
ended December 31, 1995. The pro forma statement assumes the
transaction was consummated January 1, 1995, and includes the results
of operations of the Company and BRC, along with adjustments which give
effect to events that are directly attributable to the transaction and
which are expected to have a continuing impact.
The unaudited pro forma combined condensed financial information
does not purport to represent the results of operations that actually
would have resulted had the purchase occurred on the date specified,
nor should it be taken as indicative of the future results of
operations.
STATEMENTS OF EARNINGS
(IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------
GIANT PRO FORMA
1996 1995
----------- -----------
(UNAUDITED)
<S> <C> <C>
Net revenues $ 499,184 $ 439,719
Cost of products sold 361,864 313,353
----------- -----------
Gross margin 137,320 126,366
----------- -----------
Operating expenses 64,315 61,504
Depreciation and amortization 17,673 15,408
Selling, general and administrative expenses 15,602 14,339
----------- -----------
Operating income 39,730 35,115
Interest expense, net and other 11,547 12,229
----------- -----------
Earnings from continuing operations before income taxes 28,183 22,886
Provision for income taxes 11,132 8,118
----------- -----------
Earnings from continuing operations $ 17,051 $ 14,768
=========== ===========
Earnings from continuing operations per common share $ 1.52 $ 1.29
=========== ===========
</TABLE>
<PAGE>
<PAGE>
NOTE 3 DISCONTINUED OPERATIONS:
In early 1996, the Company approved a plan of disposition for its
oil and gas segment. The decision was based upon management's review
of the prospects for this operation, which indicated that substantial
new capital would be necessary to further develop this business and
reach an acceptable level of profitability and integration.
The net assets of the oil and gas segment at December 31, 1995,
were approximately $26,689,000, consisting primarily of oil and gas
properties and related deferred taxes.
On August 30, 1996, the Company completed the sale of
substantially all of its oil and gas assets for $25,500,000. The
transaction was structured so that the Company retained only the oil
and gas properties that will generate future coal seam gas tax credits
under Section 29 of the Internal Revenue Code. The reserves related to
these properties will be produced by the buyer and tax credits will be
realized by the Company. The net asset value assigned to these
properties is approximately $4,300,000 and is included in other assets
and liabilities in the accompanying Consolidated Balance Sheet. The
Company also retained an office building and some equipment. Future
coal seam gas tax credits, when earned, will be used to offset income
taxes payable.
Revenues for the oil and gas operations in 1996, up to the date of
sale, were $6,891,000 and were $8,363,000 and $5,959,000 for the years
1995 and 1994, respectively. These revenues are not included in
revenues as reported in the Consolidated Statements of Earnings.
Loss on the disposal of the oil and gas segment for 1996 is a loss
on the sale of the oil and gas properties of approximately $18,000,
including a provision for income taxes of $53,000, offset by earnings
from operations of approximately $5,000, including income tax benefits
of $861,000. For 1995 and 1994, earnings (loss) from operations were
$143,000, net of income taxes of $154,000, and $(2,934,000), net of
income tax benefit of $1,351,000, respectively. A pre-tax charge for a
reduction of the carrying value of crude oil and natural gas properties
of $3,395,000 was recorded in 1994.
Coal seam gas tax credits generated from these operations in 1996
of $519,000 were allocated to discontinued operations. Similar tax
credits generated in 1995 and 1994 of $700,000 and $635,000,
respectively, which could not be used on a separate return basis, were
allocated to continuing operations based on the Company's tax sharing
arrangement.
<PAGE>
<PAGE>
NOTE 4--MARKETABLE SECURITIES:
During 1995, all of the Company's marketable securities, which
were classified as available-for-sale as defined in SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities,"
were sold or matured.
In recording gains and losses on the sale of marketable
securities, cost is determined using specific identification. In 1995,
the Company realized gross losses of approximately $310,000, offset in
part by a $200,000 gain realized on the full payment of certain notes
which had been written down by that amount in 1994 to reflect an
estimated other than temporary impairment. <PAGE>
<PAGE>
NOTE 5--INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
December 31,
-------------------
1996 1995
------- -------
(In thousands)
<S> <C> <C>
First-in, first-out ("FIFO") method:
Crude oil $10,443 $15,465
Refined products 22,462 17,605
Refinery and shop supplies 7,439 6,871
Retail method:
Merchandise 2,768 2,721
------- -------
Subtotal 43,112 42,662
Allowance for last-in, first-out ("LIFO") method (4,886)
(81)
------- -------
Total $38,226 $42,581
======= =======
</TABLE>
The Company uses the LIFO method of inventory valuation. The
portion of inventories valued on a LIFO basis totaled $25,887,000 and
$29,710,000
at December 31, 1996 and 1995, respectively. The following data will
facilitate comparison with the operating results of companies using the
FIFO method.
If inventories had been determined using the FIFO method at
December 31, 1996, 1995 and 1994, net earnings and earnings per share
for the years ended December 31, 1996, 1995 and 1994 would have been
higher (lower) by $2,883,000 and $0.26, $(268,000) and $(0.02) and
$357,000 and $0.03, respectively.
<PAGE>
<PAGE>
NOTE 6--PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost, consist of the following:
<TABLE>
<CAPTION>
December 31,
---------------------
1996 1995
--------- --------
(In thousands)
<S> <C> <C>
Land and improvements $ 24,053 $ 21,582
Buildings and improvements 61,955 56,165
Machinery and equipment 195,964 178,301
Pipelines 9,510 8,875
Furniture and fixtures 16,568 15,195
Vehicles 8,372 6,552
Construction in progress 5,838 6,249
--------- --------
Subtotal 322,260 292,919
Accumulated depreciation and amortization (108,715) (94,357)
--------- --------
Total $ 213,545 $198,562
========= ========
</TABLE>
<PAGE>
<PAGE>
NOTE 7--ACCRUED EXPENSES:
Accrued expenses are comprised of the following:
<TABLE>
<CAPTION>
December 31,
-------------------
1996 1995
------- -------
(In thousands)
<S> <C> <C>
Excise taxes $ 8,212 $ 8,608
Bloomfield refinery acquisition contingent payment 6,910 1,198
Payroll and related costs 3,804 3,975
Bonus, profit sharing and retirement plans 2,850 538
Interest 1,267 1,390
Other 4,729 4,607
------- -------
Total $27,772 $20,316
======= =======
</TABLE>
<PAGE>
<PAGE>
NOTE 8--LONG-TERM DEBT:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31,
---------------------
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
9 3/4% senior subordinated notes, due
2003, interest payable semi-annually $100,000 $100,000
Unsecured credit agreement, due 1998, floating
interest rate, interest payable quarterly 10,000 31,000
10.91% senior unsecured note repaid October 1996 8,750
Notes payable to others, collateralized
by real estate, 9% to 11%, due 1996 to
2010, interest payable monthly or annually 2,208 3,645
8% secured promissory note, due 1996 to
1997, interest payable quarterly 973 1,945
Other 1,339 1,399
-------- --------
Subtotal 114,520 146,739
Less current portion (1,439) (4,063)
-------- --------
Total $113,081 $142,676
======== ========
</TABLE>
Repayment of the 9 3/4% senior subordinated notes ("Notes") is
jointly and severally guaranteed on an unconditional basis by the
Company's direct and indirect wholly-owned subsidiaries, subject to a
limitation designed to ensure that such guarantees do not constitute a
fraudulent conveyance. Except as otherwise allowed in the Indenture
pursuant to which the Notes were issued, there are no restrictions on
the ability of such subsidiaries to transfer funds to the Company in
the form of cash dividends, loans or advances. General provisions of
applicable State law, however, may limit the ability of any subsidiary
to pay dividends or make distributions to the Company in certain
circumstances.
No separate financial statements of the subsidiaries are included
herein because the subsidiaries are jointly and severally liable; the
aggregate assets, liabilities, earnings, and equity of the subsidiaries
are substantially equivalent to the assets, liabilities, earnings, and
equity of the Company on a consolidated basis; and the separate
financial statements and other disclosures concerning the subsidiaries
are not deemed material to investors.
The Indenture supporting the Notes contains certain covenants
that, among other things, restrict the ability of the Company and its
subsidiaries to create liens, incur or guarantee debt, pay dividends,
sell certain assets or subsidiary stock, engage in certain mergers,
engage in certain transactions with affiliates or alter the Company's
current line of business. At December 31, 1996, the Company was in
compliance with these covenants. In addition, the Company is, subject
to certain conditions, obligated to offer to purchase a portion of the
Notes at a price equal to 100% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of purchase, with the
net cash proceeds of certain sales or other dispositions of assets.
Upon a change of control, the Company will be required to offer to
purchase all of the Notes at 101% of the principal amount thereof, plus
accrued interest, if any, to the date of purchase. At December 31,
1996, retained earnings available for dividends under the terms of the
Indenture was approximately $16,123,000.
In October 1995, the Company entered into a Credit Agreement with
a group of banks under which $30,000,000 was borrowed pursuant to a
three-year unsecured revolving term facility to provide financing for
the purchase of the Bloomfield refinery. At December 31, 1996, this
revolving term facility had been repaid. The $30,000,000 that was
repaid is currently available for reborrowing under this facility for
the acquisition of property, plant and equipment. This facility has a
floating interest rate that is tied to various short-term indices.
In addition, the Credit Agreement contains a three-year unsecured
working capital facility to provide working capital and letters of
credit in the ordinary course of business. The availability under this
working capital facility is the lesser of (i) $40,000,000, or (ii) the
amount determined under a borrowing base calculation tied to eligible
accounts receivable and inventories as defined in the Credit Agreement.
At December 31, 1996, the lesser amount was $40,000,000. At December
31, 1996, direct borrowings under this arrangement were $10,000,000 and
there were $15,928,000 of irrevocable letters of credit outstanding.
This facility has a floating interest rate that is tied to various
short-term indices and was 6.5% per annum at December 31, 1996.
The Company is required to pay a quarterly commitment fee based on
the unused amount of each facility.
The Credit Agreement contains certain covenants and restrictions
which require the Company to, among other things, maintain a minimum
consolidated net worth; minimum fixed charge coverage ratio; minimum
funded debt to total capitalization percentage; and places limits on
investments, prepayment of senior subordinated debt, guarantees, liens
and restricted payments. At December 31, 1996, the Company was in
compliance with these covenants. The Credit Agreement is guaranteed by
substantially all of the Company's wholly-owned subsidiaries.
On October 17, 1996, the 10.91% senior unsecured note due to an
insurance company was repaid. In 1996, 1995 and 1994, the Company's
interest expense was reduced by approximately $363,000, $242,000 and
$288,000, respectively, as a result of amortizing the proceeds received
from a terminated interest rate swap agreement that was related to this
note. At December 31, 1996, the balance of the deferred swap proceeds
was fully amortized due to the repayment of the 10.91% note.
Aggregate annual maturities of long-term debt as of December 31,
1996 are: 1997 - $1,439,000; 1998 - $10,395,000; 1999 - $1,530,000;
2000 - $49,000; 2001 - $56,000; and all years thereafter -
$101,051,000.
<PAGE>
<PAGE>
NOTE 9--FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY:
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No.
107, "Disclosures about Fair Value of Financial Instruments" and SFAS
No. 119, "Disclosures about Derivative Financial Instruments and Fair
Value of Financial Instruments." The estimated fair value amounts have
been determined by the Company using available market information and
valuation methodologies described below. However, considerable
judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates presented herein
may not be indicative of the amounts that the Company could realize in
a current market exchange. The use of different market assumptions or
valuation methodologies may have a material effect on the estimated
fair value amounts.
The carrying amounts and estimated fair values of the Company's
financial instruments are as follows:
<TABLE>
<CAPTION>
December 31,
------------------------------------------
1996 1995
-------------------- --------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
-------- ---------- -------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Balance Sheet--Financial
Instruments:
Fixed rate long-term debt $104,449 $108,491 $115,637 $116,259
</TABLE>
The carrying values of cash and cash equivalents, receivables,
accounts payable and accrued expenses approximate fair values due to
the short-term maturities of these instruments. Variable rate
long-term debt instruments are estimated to approximate fair values as
rates are tied to short-term indices.
FIXED RATE LONG-TERM DEBT
The fair value of fixed rate long-term debt was determined using
quoted market prices, where applicable, or estimated by discounting
future cash flows using rates estimated to be currently available for
debt of similar terms and remaining maturities.
HEDGING ACTIVITIES
The Company purchases crude oil futures contracts and options to
reduce price volatility, to fix margins in its refining and marketing
operations and to protect against price declines for excess inventory
volumes. These contracts permit settlement by delivery of commodities
and, therefore, are not financial instruments, as defined by SFAS No.
105.
The Company uses these contracts in its hedging activities. At
December 31, 1996, the Company's hedging activities had futures
contracts maturing in 1997 covering 16,000 barrels of crude oil. At
December 31, 1995, the Company's hedging activities had futures
contracts maturing in 1996 covering 85,000 barrels of crude oil and
options had been purchased on 240,000 barrels of crude oil. The crude
oil options provided the Company downside protection on a portion of
crude oil barrels in inventory in excess of current operating needs.
The crude oil futures contracts qualify as hedges and any gains or
losses resulting from market changes are substantially offset by losses
or gains on the Company's hedging contracts. Gains and losses on
hedging contracts are deferred and reported as a component of the
related transaction. Net deferred (losses)/gains for the Company's
petroleum hedging activities were approximately $(30,000) and $116,000
at December 31, 1996 and 1995, respectively.
The Company is exposed to loss in the event of nonperformance by
the other parties to these contracts. However, the Company does not
anticipate nonperformance by the counterparties.
<PAGE>
<PAGE>
NOTE 10--INCOME TAXES:
The provision for income taxes is comprised of the following:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1996 1995 1994
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Current: Federal $ 3,712 $ 1,140 $ 3,283
State 906 866 385
Deferred: Federal 5,471 1,438 (1,189)
State 1,043 194 129
------- ------- -------
$11,132 $ 3,638 $ 2,608
======= ======= =======
</TABLE>
Income taxes paid in 1996, 1995 and 1994 were $8,909,000, $0, and
$5,379,000, respectively.
A reconciliation of the difference between the provision for
income taxes and income taxes at the statutory U.S. federal income tax
rate is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------
1996 1995 1994
------- ------- -------
(In thousands)
<S> <C> <C> <C>
Income taxes at the statutory U.S. federal income tax rate $ 9,864 $ 3,980 $ 3,522
Increase (decrease) in taxes resulting from:
State taxes, net 1,346 563 505
General business credits, net (679) (910)
Federal tax credits from nonconventional fuel (700) (635)
Other, net (78) 474 126
------- ------- -------
$11,132 $ 3,638 $ 2,608
======= ======= =======
</TABLE>
<PAGE>
<PAGE>
Deferred income taxes are provided to reflect temporary
differences in the basis of net assets for income tax and financial
reporting purposes. The tax effected temporary differences and credit
carryforwards which comprise deferred taxes are as follows:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
------------------------------ -------------------------------
Assets Liabilities Total Assets Liabilities Total
------- ----------- -------- ------- ------------ --------
(In thousands) (In thousands)
<S> <C> <C> <C> <C> <C> <C>
Nondeductible accruals for
uncollectible receivables $ 101 $ 101 $ 168 $ 168
Insurance accruals 373 373 597 597
Insurance settlements 213 213 106 106
Other nondeductible accruals 208 208 130 130
Other reserves 617 617 616 616
Inventory costs capitalized
for income tax purposes 124 124 137 137
Other 391 391
------- -------- -------- ------- -------- --------
Total current 1,636 1,636 2,145 2,145
------- -------- -------- ------- -------- --------
Other nondeductible accruals 1,114 1,114 349 349
Restricted stock awards $ (28) (28)
Operating lease $ (938) (938) (1,003) (1,003)
Accelerated depreciation (25,717) (25,717) (19,953) (19,953)
Other 27 (1,664) (1,637) 42 (979) (937)
Tax credit carryforwards 8,136 8,136 8,708 8,708
------- -------- -------- ------- -------- --------
Total noncurrent 9,277 (28,319) (19,042) 9,099 (21,963) (12,864)
------- -------- -------- ------- -------- --------
Total $10,913 $(28,319) $(17,406) $11,244 $(21,963) $(10,719)
======= ======== ======== ======= ======== ========
</TABLE>
At December 31, 1996, the Company had a minimum tax credit
carryforward of approximately $5,537,000 available to offset future
income taxes payable to the extent regular income taxes payable
exceeds alternative minimum taxes payable. Minimum tax credits can be
carried forward indefinitely.
At December 31, 1996, the Company also had approximately
$2,599,000 of general business credits available to offset future
regular taxes payable. Pursuant to Federal income tax law, these
carryover credits must be used before any minimum tax credit carry-
forward can be used. Of the total general business credit available,
$214,000 will expire in 2008, $1,341,000 will expire in 2009 and
$1,044,000 will expire in 2010.<PAGE>
<PAGE>
NOTE 11--EMPLOYEE STOCK OWNERSHIP PLAN:
The Company and its subsidiaries have an Employee Stock Ownership
Plan ("ESOP") which is a noncontributory defined contribution plan
established primarily to acquire shares of the Company's common stock
for the benefit of all eligible employees.
The ESOP originally borrowed $6,500,000 from a bank and purchased
shares of the Company's common stock from existing shareholders. The
loan was purchased by the Company from the bank in 1993 when the loan
had a principal balance of $1,347,000. In 1995, the ESOP paid the
balance due on the loan of $514,000.
At December 31, 1996 and 1995, the ESOP's assets included
1,296,088 and 1,435,965 shares of the Company's common stock,
respectively. All of these shares have been allocated to the
participants. Shares were allocated to participants when principal
payments were made on the loan discussed above. The 1996 contribution
of $450,000 was invested in a balanced mutual fund. Allocations to
participant accounts are made on a formula based on the ratio that each
participant's compensation, during the Plan year, bears to the
compensation of all such participants. The Company treats all ESOP
shares as outstanding for earnings per share purposes.
Contributions to the ESOP are made at the discretion of the Board
of Directors. The Company made contributions of $450,000, $900,000 and
$900,000 to the ESOP for 1996, 1995 and 1994, respectively.
<PAGE>
<PAGE>
NOTE 12--STOCK INCENTIVE PLAN:
The Company established the 1989 Stock Incentive Plan under which
500,000 shares of the Company's common stock were authorized to be
issued to deserving employees in the form of options and/or restricted
stock. The Plan is administered by the Compensation Committee of the
Board of Directors, but to the extent required under Section 16 of the
Securities Exchange Act of 1934, any transaction between the Company or
the Plan and an executive officer of the Company that involves a grant,
award or other acquisition of the Company's equity securities must be
approved by the Board of Directors.
In October 1995, the Financial Accounting Standards Board issued
SFAS No. 123 "Accounting for Stock Based Compensation." The Company
has determined that it will not change to the fair value method
prescribed in the Statement and will continue to use Accounting
Principles Board Opinion No. 25 for measurement and recognition of
employee stock based compensation.
The following summarizes stock option transactions:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
Options outstanding at SHARES PRICE
- ---------------------- -------- --------
<S> <C> <C>
January 1, 1994 304,857 $8.05
Granted 10,000 9.81
Exercised (500) 5.25
Forfeited (2,000) 5.25
-------
December 31, 1994 312,357 8.13
Exercised (1,000) 7.75
Forfeited (5,000) 7.75
-------
December 31, 1995 306,357 8.14
Exercised (32,750) 6.61
Forfeited (6,600) 6.39
-------
December 31, 1996 267,007 $8.37
=======
Options exercisable at December 31:
1996 256,573 $8.44
1995 222,973 8.29
1994 154,481 8.41
</TABLE>
The following summarizes information about stock options
outstanding at December 31, 1996:
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------- ------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
-------- ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
$ 8.96 108,857 2.5 Years $ 8.96 108,857 $ 8.96
10.50 5,000 3.6 Years 10.50 5,000 10.50
10.63 26,000 4.2 Years 10.63 26,000 10.63
5.25 30,400 5.3 Years 5.25 23,300 5.25
7.75 86,750 6.3 Years 7.75 86,750 7.75
9.81 10,000 7.2 Years 9.81 6,666 9.81
------- -------
267,007 4.4 Years $ 8.37 256,573 $ 8.44
======= =======
</TABLE>
In 1990, an additional 29,500 shares of restricted stock were
granted under this plan of which 8,572 were forfeited in 1993 and
1,286 in 1994.
At December 31, 1996, there were 175,401 shares available for
future grants.
Prior to adoption of the 1989 Stock Incentive Plan, the Company
granted shares to employees under Restricted Stock Plans as follows:
Shares
---------
1989 124,097*
1988 214,436**
*Net of 21,045 shares forfeited.
**Net of 33,757 shares forfeited/redeemed/canceled.
All of the options or restricted stock grants are subject to
forfeiture with vesting ranging from 14% to 33% annually beginning one
year after the date of grant for restricted stock and exercise dates
of stock options. Compensation expense related to restricted stock
grants is charged to earnings over the appropriate vesting period.
All options were granted at fair market value at the date of grant and
expire on the tenth anniversary of the grant date.
<PAGE>
<PAGE>
NOTE 13--401(k) PLAN:
In 1993, the Company adopted a 401(k) retirement plan for its
employees. This plan complements the Company's Employee Stock
Ownership Plan by allowing the employees to invest on a pre-tax basis
in non-Giant stock investments thus diversifying their retirement
portfolios. For the years ended December 31, 1996, 1995 and 1994, the
Company had expensed $800,000, $188,000 and $189,000, respectively,
for matching contributions under this plan.
<PAGE>
<PAGE>
NOTE 14--INTEREST, OPERATING LEASES AND RENT EXPENSE:
Interest paid and capitalized for 1996 was $12,804,000 and
$43,000, for 1995 was $11,833,000 and $190,000 and for 1994 was
$11,644,000 and $0, respectively.
The Company is committed to annual minimum rentals under
noncancelable operating leases that have initial or remaining lease
terms in excess of one year as of December 31, 1996 as follows:
<TABLE>
<CAPTION>
Land, building, machinery
and equipment leases
-------------------------
(In thousands)
<S> <C>
1997 $ 939
1998 878
1999 659
2000 396
2001 68
------
Total minimum payments required $2,940
======
</TABLE>
Total rent expense was $1,930,000, $1,982,000 and $1,890,000
for 1996, 1995 and 1994, respectively.
<PAGE>
<PAGE>
NOTE 15--COMMITMENTS AND CONTINGENCIES:
The Company and certain subsidiaries are defendants to various
legal actions. Certain of these pending legal actions involve or may
involve claims for compensatory, punitive or other damages. Litigation
is
subject to many uncertainties and it is possible that some of these
legal actions, proceedings or claims could be decided adversely.
Although the amount of liability at December 31, 1996 with respect to
these matters is not ascertainable, the Company believes that any
resulting liability should not materially affect the Company's
financial
condition or results of operations.
Federal, state and local laws and regulations relating to health
and the environment affect nearly all of 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. These
matters include soil and water contamination, air pollution and
personal injuries or property damage allegedly caused by substances
manufactured, handled, used, released or disposed of by the Company.
Future expenditures related to health and environmental matters
cannot be reasonably quantified in many circumstances due to the
speculative nature of remediation and clean-up cost estimates and
methods, imprecise and conflicting data regarding the hazardous
nature of various types of substances, the number of other
potentially responsible parties involved, various defenses which may
be available to the Company and changing environmental laws and
interpretations of environmental laws.
The United States Environmental Protection Agency notified the
Company in May 1991 that it may be a potentially responsible party
for the release or threatened release of hazardous substances,
pollutants, or contaminants at the Lee Acres Landfill, which is owned
by the United States Bureau of Land Management ("BLM") and which is
adjacent to the Company's Farmington refinery. This refinery was
operated until 1982. Although a final plan of action for the Landfill
has not yet been adopted by the BLM, the BLM has developed a proposed
plan of action, which it projects will cost approximately $3,900,000 to
implement. This cost projection is based on certain assumptions which
may or may not prove to be correct, and is contingent on confirmation
that the remedial actions, once implemented, are adequately addressing
Landfill contamination. For example, if assumptions regarding
groundwater mobility and contamination levels are incorrect, BLM is
proposing to take additional remedial actions with an estimated cost of
approximately $1,800,000. Potentially responsible party liability is
joint and several, such that a responsible party may be liable for all
of the clean-up costs at a site even though it was responsible for only
a small part of such costs. Based on current information, the Company
does not believe it needs to record a liability in relation to the
BLM's proposed plan.
The Company has established an environmental liability accrual of
approximately $3,000,000. Approximately $1,000,000 relates to ongoing
environmental projects, including the remediation of a hydrocarbon
plume at the Company's Farmington refinery and hydrocarbon
contamination on and adjacent to 5.5 acres the Company owns in
Bloomfield, New Mexico. The remaining amount of approximately
$2,000,000 relates to an original estimate of approximately $2,300,000,
recorded in the second quarter of 1996, of certain environmental
obligations assumed in the acquisition of the Bloomfield refinery.
That amount was recorded as an adjustment to the purchase price and
allocated to the assets acquired. The environmental accrual is
recorded in the current and long-term sections of the Company's
Consolidated Balance Sheet.
The Company has received several tax notifications and assessments
from the Navajo Tribe relating to crude oil and natural gas removed
from properties located outside the boundaries of the Navajo Indian
Reservation in an area of disputed jurisdiction, including a $1,800,000
severance tax assessment issued to Giant Arizona in November 1991. The
Company has invoked its appeal rights with the Tribe's Tax Commission
in connection with this assessment and intends to oppose the
assessment. It is the Company's position that it is in substantial
compliance with laws applicable to the disputed area and, therefore,
has accrued a liability in regards thereto for substantially less than
the amount of the original assessment. It is possible that the
Company's assessments will have to be litigated by the Company before
final resolution. In addition, the Company may receive further tax
assessments.
<PAGE>
<PAGE>
NOTE 16--QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
<TABLE>
<CAPTION>
Year Ended December 31, 1996(1)
--------------------------------------
Quarter
--------------------------------------
First Second Third Fourth
------- ------- ------- --------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Continuing Operations:
Net revenues $104,100 $135,643 $136,032 $123,409
Cost of products sold 73,960 92,718 100,567 94,619
-------- -------- -------- --------
Gross margin 30,140 42,925 35,465 28,790
-------- -------- -------- --------
Operating expenses 15,408 15,869 16,141 16,897
Depreciation and amortization 4,096 4,285 4,508 4,784
Selling, general and administrative expenses 3,595 5,447 3,423 3,137
Net earnings 2,325 8,693 5,283 750
Net earnings per common share $ 0.21 $ 0.77 $ 0.47 $ 0.07
Discontinued Operations:
Net earnings (loss) $ 79 $ (72) $ (20)
Net earnings (loss) per common share $ - $ - $ -
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1995
--------------------------------------
Quarter
--------------------------------------
First Second Third Fourth(2)
------- ------- ------- --------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Continuing Operations:
Net revenues $69,562 $80,590 $78,400 $104,336
Cost of products sold 49,357 56,497 53,719 74,698
------- ------- ------- --------
Gross margin 20,205 24,093 24,681 29,638
------- ------- ------- --------
Operating expenses 12,115 12,255 13,120 14,366
Depreciation and amortization 3,056 3,307 2,986 3,996
Selling, general and administrative expenses 2,842 3,365 3,333 3,238
Net earnings 112 2,093 1,968 3,560
Net earnings per common share $ 0.01 $ 0.18 $ 0.17 $ 0.32
Discontinued Operations:
Net earnings $ 35 $ 59 $ 10 $ 39
Net earnings per common share $ - $ 0.01 $ - $ -
(1) 1996 includes the results of operations of the Bloomfield refinery
for all periods presented.
(2) Fourth quarter 1995 includes the results of operations of the
Bloomfield refinery which was acquired on October 4, 1995.
</TABLE>
<PAGE>
<PAGE>
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Not applicable.
<PAGE>
<PAGE>
PART III
Certain information required by Part III is omitted from
this Report by virtue of the fact that the Registrant will file
with the Securities and Exchange Commission a definitive proxy
statement relating to the Company's Annual Meeting of
Stockholders to be held May 8, 1997 pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of
the fiscal year covered by this Report, and certain information
to be included therein is incorporated herein by reference. The
Company expects to disseminate the Proxy Statement to
stockholders on or about March 27, 1997.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors required
by this Item is incorporated by reference to the information
contained in the Proxy Statement under the caption "Election of
Directors".
The information concerning the Company's executive officers
required by this Item is incorporated by reference to the section
in Part I, Item 4 hereof entitled "Executive Officers of the
Registrant".
The information concerning compliance with Section 16(a) of
the Exchange Act required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the caption "Security Ownership of Certain Beneficial
Owners and Management".
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Election of Directors", "Executive
Compensation", "Compensation Committee Report on Executive
Compensation" and "Compensation Committee Interlocks and Insider
Participation".
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Election of Directors" and "Security
Ownership of Certain Beneficial Owners and Management".
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by
reference to the information contained in the Proxy Statement
under the captions "Compensation Committee Interlocks and Insider
Participation" and "Certain Transactions".<PAGE>
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) The following financial statements are included
in Item 8:
(i) Independent Auditors' Report
(ii) Consolidated Balance Sheets - December 31, 1996
and 1995
(iii) Consolidated Statements of Earnings - Years
ended December 31, 1996, 1995 and 1994
(iv) Consolidated Statements of Stockholders' Equity
- Years ended December 31, 1996, 1995 and 1994
(v) Consolidated Statements of Cash Flows - Years
ended December 31, 1996, 1995 and 1994
(vi) Notes to Consolidated Financial Statements
(2) Financial Statement Schedule. The following financial
statement schedule of Giant Industries, Inc. for the years ended
December 31, 1996, 1995 and 1994 is filed as part of this Report
and should be read in conjunction with the Consolidated Financial
Statements of Giant Industries, Inc.
Independent Auditors' Report on Schedule . . . . . S-1
Schedule II - Valuation and Qualifying Accounts . . S-2
Schedules not listed above have been omitted because
they are not applicable or are not required or because the
information required to be set forth therein is included in the
Consolidated Financial Statements or Notes thereto.
(3) Exhibits. The Exhibits listed on the accompanying
Index to Exhibits immediately following the financial statement
schedule are filed as part of, or incorporated by reference
into, this Report.
Contracts with management and any compensatory plans or
arrangements relating to management are as follows:
Exhibit
No. Description
- ------- -----------
10.1 1989 Stock Incentive Plan of the Registrant.
Incorporated by reference to Exhibit 10.1 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, File No. 1-10398.
10.2 Amendment No. 1 dated August 14, 1996, to 1989 Stock
Incentive Plan. Incorporated by reference to Exhibit 10 to
the Company's Report on Form 10-Q for the quarter ended
September 30, 1996, File No. 1-10398.
10.5 ESOP Substitute Excess Deferred Compensation Benefit
Plan. Incorporated by reference to Exhibit 10.8 to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, File No. 1-10398.
10.6 Amended 1988 Restricted Stock Plan of Registrant.
Incorporated by reference to Exhibit 10.3 to Form S-1.
10.7 1989 Stock Option Plan of Registrant. Incorporated by
reference to Exhibit 10.4 to Form S-1.
10.24 Employment Agreement, dated as of November 16, 1989,
between James E. Acridge and the Company. Incorporated by
reference to Exhibit 10.52 to Amendment No. 2.
10.25 Employment Agreement, dated as of November 16, 1989,
between Fredric L. Holliger and the Company. Incorporated
by reference to Exhibit 10.53 to Amendment No. 2.
10.26 Employment Agreement, dated as of August 1, 1990 between
Morgan Gust and the Company. Incorporated by reference to
Exhibit 10.64 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990, File No. 1-10398.
10.29 Giant Industries, Inc. and Affiliated Companies 401(k)
Plan. Incorporated by reference to Exhibit 10.46 to
Amendment No. 2 to the Form S-3 Registration Statement
under the Securities Act of 1933 as filed November 12,
1993, File No. 33-69252.
10.30 First Amendment of the Giant Industries, Inc. And Affiliated
Companies 401(k) Plan, dated October 17, 1996.
_________________________________
Form S-1--Refers to the Form S-1 Registration Statement
under the Securities Act of 1933 as filed October 16, 1989, File
No. 33-31584.
Amendment No. 2--Refers to the Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
November 20, 1989, File No. 33-31584.
(b) Reports on Form 8-K. No reports on Form 8-K were filed
by the Company during the fiscal year ended December 31, 1996.<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
GIANT INDUSTRIES, INC.
By: / s / James E. Acridge
------------------------------
James E. Acridge
Chairman of the Board, President
and Chief Executive Officer
March 26, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the date
indicated.
/s/ James E. Acridge
- ---------------------------------------
James E. Acridge, Chairman of the Board,
President, Chief Executive Officer
and Director
March 26, 1997
/s/ A. Wayne Davenport
- ---------------------------------------
A. Wayne Davenport
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
March 26, 1997
/s/ Fredric L. Holliger
- ---------------------------------------
Fredric L. Holliger, Executive Vice President,
Chief Operating Officer and Director.
March 26, 1997
<PAGE>
<PAGE>
/s/ Anthony J. Bernitsky
- ---------------------------------------
Anthony J. Bernitsky, Director
March 26, 1997
/s/ F. Michael Geddes
- ---------------------------------------
F. Michael Geddes, Director
March 26, 1997
/s/ Harry S. Howard, Jr.
- ---------------------------------------
Harry S. Howard, Jr., Director
March 26, 1997
/s/ Richard T. Kalen, Jr.
- ---------------------------------------
Richard T. Kalen, Jr., Director
March 26, 1997
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Giant Industries, Inc.
Scottsdale, Arizona
We have audited the consolidated financial statements of Giant
Industries, Inc. and subsidiaries (the "Company") as of December 31,
1996 and 1995, and for each of the three years in the period ended
December 31, 1996, and have issued our report thereon dated March 3,
1997; such financial statements and report are included elsewhere in
this Form 10-K. Our audits also included the financial statement
schedule of the Company listed in Item 14. This financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our
opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 3, 1997
S-1
<PAGE>
<PAGE>
<TABLE>
SCHEDULE II
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended December 31, 1996
(In thousands)
<CAPTION>
Charged
Balance at (credited) Balance
beginning to costs at end
of period and expenses Deduction(b) of period
---------- ------------ --------- ---------
<S> <C> <C> <C> <C>
Year ended December 31, 1996:
Allowance for doubtful accounts $424 $(30)(a) $(140) $254
==== ==== ===== ====
Year ended December 31, 1995:
Allowance for doubtful accounts $546 $(82)(a) $ (40) $424
==== ==== ===== ====
Year ended December 31, 1994:
Allowance for doubtful accounts $429 $167 $ (50) $546
==== ==== ===== ====
(a) Includes adjustments of $100,000 and $162,000 in 1996 and 1995,
respectively, credited to costs and expenses to revise the
Company's estimated Allowance for Doubtful Accounts.
(b) Deductions are specific trade accounts determined to be uncollectible.
S-2
/TABLE
<PAGE>
<PAGE>
GIANT INDUSTRIES, INC.
ANNUAL REPORT ON FORM 10-K
YEAR ENDED DECEMBER 31, 1996
INDEX TO EXHIBITS
Definitions:
Form S-1--Refers to the Form S-1 Registration Statement under the
Securities Act of 1933 as filed October 16, 1989, File No. 33-31584.
Amendment No. 1--Refers to the Amendment No. 1 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
October 27, 1989, File No. 33-31584.
Amendment No. 2--Refers to the Amendment No. 2 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
November 20, 1989, File No. 33-31584.
Amendment No. 3--Refers to the Amendment No. 3 to Form S-1
Registration Statement under the Securities Act of 1933 as filed
December 12, 1989, File No. 33-31584.
Form S-3--Refers to the Form S-3 Registration Statement under the
Securities Act of 1933 as filed September 22, 1993, File No. 33-69252.
Exhibit No. Description
- ----------- -----------
2.1* Purchase and Sale Agreement, dated August 8, 1995, among
Bloomfield Refining Company and Gary-Williams Energy
Corporation, as Sellers, and Giant Industries Arizona,
Inc., as Buyer. Incorporated by reference to Exhibit 2.1
to the Company's Report on Form 8-K for the period October
4, 1995, File No. 1-10398.
2.2 First Amendment, dated September 29, 1995, to Purchase and
Sale Agreement, dated August 8, 1995, among Bloomfield
Refining Company and Gary-Williams Energy Corporation, as
Sellers, and Giant Industries Arizona, Inc. as Buyer.
Incorporated by reference to Exhibit 2.2 to the Company's
Report on Form 8-K for the period October 4, 1995, File
No. 1-10398.
2.3 Second Amendment, dated October 2, 1995, to Purchase and
Sale Agreement, dated August 8, 1995, among Bloomfield
Refining Company and Gary-Williams Energy Corporation, as
Sellers, and Giant Industries Arizona, Inc. as Buyer.
Incorporated by reference to Exhibit 2.3 to the Company's
Report on Form 8-K for the period October 4, 1995, File
No. 1-10398.
3.1 Restated Certificate of Incorporation of the Giant
Industries, Inc., a Delaware corporation (the "Company").
Incorporated by reference to Exhibit 3.1 to Amendment No. 3.
3.2 Bylaws of the Company, as amended. Incorporated by
reference to Exhibit 3.2 to Amendment No. 3.
3.3 Articles of Incorporation of Giant Exploration & Production
Company, a Texas corporation ("Giant Exploration"), formerly
Hixon Acquisition Corp. Incorporated by reference to Exhibit
2.1, Annex III to Form S-1.
3.4 Bylaws of Giant Exploration. Incorporated by reference to
Exhibit 2.1, Annex IV to Form S-1.
3.5 Articles of Incorporation of Giant Industries Arizona, Inc.,
an Arizona corporation ("Giant Arizona") formerly Giant
Acquisition Corp. Incorporated by reference to Exhibit 2.1,
Annex V to Form S-1.
3.6 Bylaws of Giant Arizona. Incorporated by reference to
Exhibit 2.1, Annex VI to Form S-1.
3.7 Articles of Incorporation of Ciniza Production Company.
Incorporated by reference to Exhibit 3.7 to Form S-3.
3.8 Bylaws of Ciniza Production Company. Incorporated by
reference to Exhibit 3.8 to Form S-3.
3.9 Articles of Incorporation of Giant Stop-N-Go of New Mexico,
Inc. Incorporated by reference to Exhibit 3.9 to Form S-3.
3.10 Bylaws of Giant Stop-N-Go of New Mexico, Inc. Incorporated
by reference to Exhibit 3.10 to Form S-3.
3.11 Articles of Incorporation of Giant Four Corners, Inc.
Incorporated by reference to Exhibit 3.11 to Form S-3.
3.12 Bylaws of Giant Four Corners, Inc. Incorporated by
reference to Exhibit 3.12 to Form S-3.
3.13 Articles of Incorporation of Giant Mid-Continent, Inc.
Incorporated by reference to Exhibit 3.13 to the Company's
Report on Form 10-K for fiscal year ended December 31,
1994, File No. 1-10398.
3.14 Bylaws of Giant Mid-Continent, Inc. Incorporated by
reference to Exhibit 3.14 to the Company's Report on Form
10-K for fiscal year ended December 31, 1994, File No.
1-10398.
3.15 Articles of Incorporation of San Juan Refining Company.
Incorporated by reference to Exhibit 3.15 to the Company's
Report on Form 10-K for fiscal year ended December 31,
1995, File No. 1-10398.
3.16 Bylaws of San Juan Refining Company. Incorporated by
reference to Exhibit 3.16 to the Company's Report on
Form 10-K for fiscal year ended December 31, 1995,
File No. 1-10398.
4.1 Amended and Restated Note Agreement, dated as of
September 30, 1993, among the Prudential Insurance Company
of America ("Prudential"), Pruco Life Insurance Company
("Pruco"), the Company and Giant Arizona, relating to
$20,000,000 of 10.91% Senior Notes due March 31, 1999.
Incorporated by reference to Exhibit 4.13 to Amendment
No. 2 to the Form S-3 Registration Statement under the
Securities Act of 1933 as filed November 12, 1993,
File No. 33-69252.
4.2 Letter Amendment No. 1, dated December 31, 1994, to Amended
and Restated Note Agreement, dated September 30, 1993,
among Prudential, Pruco, the Company and Giant Arizona.
Incorporated by reference to Exhibit 4.2 to the Company's
Report on Form 10-K for fiscal year ended December 31,
1994, File No. 1-10398.
4.3 Letter Amendment No. 2, dated May 9, 1995, to Amended and
Restated Note Agreement, dated September 30, 1993, among
Prudential, Pruco, the Company and Giant Arizona.
Incorporated by reference to Exhibit 4 to the Company's
Report on Form 10-Q for the quarter ended September 30,
1995, File No. 1-10398.
4.4 Indenture, dated as of November 29, 1993 among the Company,
as Issuer, the Subsidiary Guarantors, as guarantors, and
NBD Bank, National Association, as Trustee, relating to
$100,000,000 of 9 3/4% Senior Subordinated Notes due 2003.
Incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated November 29, 1993, File
No. 1-10398.
4.5 Credit Agreement, dated October 4, 1995, among Giant
Industries, Inc., as Borrower, Giant Industries Arizona,
Inc., Ciniza Production Company, San Juan Refining Company,
Giant Exploration & Production Company and Giant Four
Corners, Inc., as Guarantors and Bank of America National
Trust and Savings Association, as Agent, Bank of America
Illinois, as a Bank and as Letter of Credit Issuing Bank
and the Other Financial Institutions Parties hereto.
Incorporated by reference to Exhibit 4.1 to the Company's
Report on Form 8-K for the period October 4, 1995,
File No. 1-10398.
10.1 1989 Stock Incentive Plan of the Company. Incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989,
File No. 1-10398.
10.2 Amendment No. 1 dated August 14, 1996, to 1989 Stock
Incentive Plan. Incorporated by reference to Exhibit 10 to
the Company's Report on Form 10-Q for the quarter ended
September 30, 1996, File No. 1-10398.
10.3 Employee Stock Ownership Plan and Trust Agreement of the
Company, as amended. Incorporated by reference to Exhibit
10.1 of the Company's Report on Form 10-Q for the quarter
ended September 30, 1994, File No. 1-10398.
10.4** Ninth Amendment of the Employee Stock Ownership Plan and
Trust Agreement of Giant Industries, Inc. And Affiliated
Companies dated October 1, 1996.
10.5 ESOP Substitute Excess Deferred Compensation Benefit Plan.
Incorporated by reference to Exhibit 10.8 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, File 1-10398.
10.6 Amended 1988 Restricted Stock Plan of the Company.
Incorporated by reference to Exhibit 10.3 Form S-1.
10.7 1989 Stock Option Plan of the Company. Incorporated by
reference to Exhibit 10.4 to Form S-1.
10.8 Purchase Agreement, dated November 29, 1990, between Giant
Arizona and Prime Pinnacle Peak Properties Limited
Partnership. Incorporated by reference to Exhibit 10.16 of
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, File No. 1-10398.
10.9 Escrow Instructions, dated January 7, 1991, between Prime
Pinnacle Peak Properties Limited Partnership and Giant
Arizona. Incorporated by reference to Exhibit 10.17 of the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, File No. 1-10398.
10.10 Agreement for Leasing of Service Station Site, dated
March 1, 1991, between Giant Arizona and Prime Pinnacle Peak
Properties Limited Partnership. Incorporated by reference
to Exhibit 10.18 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990, File
No. 1-10398.
10.11 First Amendment to Agreement for Leasing of Service Station
Site, dated March 1, 1991, between Giant Arizona and Prime
Pinnacle Peak Properties Limited Partnership. Incorporated
by reference to Exhibit 10.18 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992,
File 1-10398.
10.12 Purchase and Sale Agreement, dated as of May 7, 1991,
between New Bank of New England N.A., Den Norske Bank,
Kansallis--Osake--Pankki--and Portales Energy Company, Inc.
and the Company. Incorporated by reference to Exhibit 10.4
to the Company's Report on Form 10-Q for the quarter ended
June 30, 1991, File No. 1-10398.
10.13 Aircraft Lease Purchase Agreement, dated as of June 21,
1991, between Metlife Capital Corporation and the Company.
Incorporated by reference to Exhibit 10.1 to the Company's
Report on Form 10-Q for the quarter ended June 30, 1991,
File No. 1-10398.
10.14 Promissory Note for $600,000, dated December 1, 1988, from
JEA to Metlife Capital Corporation ("Metlife").
Incorporated by reference to Exhibit 10.38 to Form S-1.
10.15 Promissory Note for $825,000, dated December 20, 1988, from
JEA to Metlife. Incorporated by reference to Exhibit 10.39
to Form S-1.
10.16 Promissory Note for $750,000, dated December 28, 1987, from
JEA to Metlife. Incorporated by reference to Exhibit 10.40
to Form S-1.
10.17 Promissory Note for $1,087,500, dated December 30, 1988,
from JEA to Metlife. Incorporated by reference to Exhibit
10.44 to Form S-1.
10.18 Promissory Note for $1,082,900, dated December 30, 1988,
from JEA to Metlife. Incorporated by reference to Exhibit
10.45 to Form S-1.
10.19* Sales Agreement, dated June 6, 1989, between Giant Arizona
and Mobil Oil Corporation. Incorporated by reference to
Exhibit 10.47 to Amendment No. 2.
10.20* Amendment, dated April 20, 1990, to Sales Agreement, dated
June 6, 1989, between Giant Arizona and Mobil Oil
Corporation. Incorporated by reference to Exhibit 10.51 of
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1990, File No. 1-10398.
10.21* Crude Oil and Condensate Sales and Purchase Agreement, dated
August 1, 1994, between Meridian Oil Trading Inc. (Seller)
and Giant Refining Company, a division of Giant Industries
Arizona, Inc. (Buyer). Incorporated by reference to Exhibit
10.27 to the Company's Report on Form 10-K for fiscal year
ended December 31, 1994, File No. 1-10398.
10.22* Natural Gas Liquids Sales and Purchase Agreement, dated
October 27, 1994, between Meridian Oil Hydrocarbons Inc.
and Giant Refining Company, a division of Giant Industries
Arizona, Inc. Incorporated by reference to Exhibit 10.28 to
the Company's Report on Form 10-K for fiscal year ended
December 31, 1994, File No. 1-10398.
10.23* Natural Gasoline Purchase and Sale Agreement, dated
September 1, 1990, between Sunterra Gas Processing Company
and Giant Arizona. Incorporated by reference to Exhibit
10.57 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990, File No. 1-10398.
10.24 Employment Agreement, dated as of November 16, 1989, between
James E. Acridge and the Company. Incorporated by reference
to Exhibit 10.52 to Amendment No. 2.
10.25 Employment Agreement, dated as of November 16, 1989, between
Fredric L. Holliger and the Company. Incorporated by
reference to Exhibit 10.53 to Amendment No. 2.
10.26 Employment Agreement, dated as of August 1, 1990 between
Morgan Gust and the Company. Incorporated by reference to
Exhibit 10.64 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990, File
No. 1-10398.
10.27 Consulting Agreement, dated January 1, 1990, between the
Company and Kalen and Associates. Incorporated by reference
to Exhibit 10.66 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1990, File
No. 1-10398.
10.28 Consulting Agreement, dated March 12, 1992, between the
Company and Geddes and Company. Incorporated by reference
to Exhibit 10.1 to the Company's Report on Form 10-Q for the
quarter ended June 30, 1992, File No. 1-10398.
10.29 Giant Industries, Inc. and Affiliated Companies 401(k) Plan.
Incorporated by reference to Exhibit 10.46 to Amendment No.
2 to the Form S-3 Registration Statement under the Securities
Act of 1933 as filed November 12, 1993, File No. 33-69252.
10.30** First Amendment of the Giant Industries, Inc. And Affiliated
Companies 401(k) Plan, dated October 17, 1996.
11.1 ** Statement regarding computation of earnings per share.
18.1 Letter regarding change in accounting principles.
Incorporated by reference to Exhibit 18.1 of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1990, File No. 1-10398.
21.1 ** Subsidiaries of the Company.
23.1 ** Consent of Deloitte & Touche LLP to incorporate reports in
previously filed Registration Statement.
27 ** Financial Data Schedule.
99.1 ** Information required by Rule 15d-21 under the Securities Act
of 1934 for the year ended December 31, 1996 for the Giant
Industries, Inc. and Affiliated Companies Employee Stock
Ownership Plan.
*Certain information contained in these documents has been afforded
confidential treatment.
**Filed herewith.
EXHIBIT 10.4
NINTH AMENDMENT
OF THE
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST AGREEMENT
OF GIANT INDUSTRIES, INC.
AND AFFILIATED COMPANIES
Effective as of July 1, 1987, Giant Industries, Inc., an Arizona
corporation, and Ciniza Pipe Line, Inc., a New Mexico corporation,
amended and restated the Joint Profit Sharing Plan and Trust Agreement
of Giant Industries, Inc., Giant Western Service Stations, Inc., and
Ciniza Pipe Line Inc., as the Employee Stock Ownership Plan and Trust
Agreement of Giant Industries, Inc. and Affiliated Companies (the
"Plan"). Effective as of July 1, 1987, the plan was adopted by Ciniza
Production Company, a New Mexico corporation ("Ciniza"), and by J.E.A.
Company, Inc., an Arizona corporation.
Effective as of September 28, 1989, Ciniza Pipe Line Inc. was
merged into Giant Industries, Inc., an Arizona corporation. Effective
as of October 12, 1989, J.E.A. Company, Inc. was merged into Giant
Industries, Inc. and Giant Industries, Inc. changed its name to Giant
Industries Arizona, Inc. ("Giant Arizona").
On October 15, 1989, Giant Arizona entered into an Agreement and
Plan of Reorganization with Hixon Development Company, a Texas
corporation, ("Hixon") contemplating a merger whereby Giant Arizona
and Hixon would become wholly owned subsidiaries of Giant Industries,
Inc., a Delaware corporation ("Giant"). The stock of Giant became
publicly traded on December 15, 1989, and the merger was consummated
on December 21, 1989.
Effective as of December 21, 1989, the Plan was adopted by Giant
and by Hixon. The name of Hixon was changed to Giant Exploration &
Production Company, a Texas corporation ("E&P"), effective June 12,
1990. Giant, Giant Arizona, E&P, Ciniza, Giant Stop-N-Go of New
Mexico, a New Mexico corporation, and Giant Four Corners, Inc., an
Arizona corporation, and such other entities described in section 1.14
of the Plan are hereinafter collectively referred to as the
"Employer". Under Section 11.1 of the Plan, Giant has been granted
the right to amend the Plan in whole or in part at any time and from
time to time, subject to certain restrictions set forth in the Plan,
on behalf of the Employer.
NOW THEREFORE, Giant deems it advisable to amend the Plan in the
manner hereinafter set forth and hereby adopts this ninth amendment.
Pages 1.7 through 1.18 and 11.2 through 11.4 of the existing Plan
are removed and replaced by the attached replacement pages numbered
1.7 through 1.19 and 11.2 through 11.4 which are incorporated herein
by this reference.
The terms used in this Ninth Amendment which are defined in the
Plan shall have the same meaning given to such terms in the Plan.
Except as modified by this Ninth Amendment, the Plan shall
continue in full force and effect and the Plan and all amendments
thereto shall be read, taken and construed as one and the same
document.
Executed on the 1st day of October, 1996 to be effective as of
January 1, 1996, except that the deletion of Section 11.1(f) is
effective August 15, 1996.
FOR THE EMPLOYER: ADMINISTRATIVE COMMITTEE:
GIANT INDUSTRIES, INC.
A Delaware Corporation /s/ Morgan Gust
---------------------------------
By /s/ A. Wayne Davenport Morgan M. Gust
------------------------
VP & CFO /s/ A. Wayne Davenport
------------------------ ---------------------------------
A. Wayne Davenport
By /s/ Morgan Gust
------------------------ /s/ Debra A. McKinney
VP ---------------------------------
------------------------ Debra A. McKinney
TRUSTEE:
BANK OF AMERICA, N.T. & S.A.
By /s/ O.B. Martinez, Jr.
-------------------------------
Its TRUST ADMINISTRATOR<PAGE>
<PAGE>
terms of this Section any Leased Employee is included in the term
"Employee", all contributions or benefits provided for or on behalf of
such Leased Employee by a leasing organization which are attributable
to services performed for the Employer shall be treated as provided by
the Employer and shall offset any benefit otherwise provided under the
terms of this Plan.
1.14 "EMPLOYER," effective as of December 21, 1989, shall mean
Giant Industries, Inc., a Delaware corporation, Giant Industries
Arizona, Inc., an Arizona corporation, Hixon Development Company
(renamed Giant Exploration & Production Company, effective June 12,
1990), a Texas corporation, and Ciniza Production Company, a New
Mexico Corporation. The term "Employer" shall also include any other
corporation which becomes a member of a controlled group of
corporations (within the meaning of Section 1563(a) of the Code,
determined without regard to Sections 1563(a)(4) and (e)(3)(c) of the
Code) in which Giant is a component member and each entity (whether or
not incorporated) which comes under common control with Giant (as
defined in Section 414(c) of the Code and regulations issued
thereunder) effective as of the date the corporation or entity becomes
a member of a controlled group in which Giant is a member or comes
under common control with Giant, including Giant Stop-N-Go of New
Mexico, Inc., a New Mexico corporation, and Giant Four Corners, Inc.,
an Arizona Corporation, unless the Board of Directors or the
corporation or entity which becomes a member of such controlled group
affirmatively elects to exclude such corporation or entity from the
definition of Employer. In addition, for purposes of determining
Hours of Service and Years of
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Service, (i) all service completed by a prior employee of Shell Oil
Company and Shell Pipe Line Corporation who became an Employee on or
about April 1, 1982 in connection with the acquisition of the Ciniza
Refinery and Pipeline by Giant Industries, Inc., shall be included as
service with the Employer, (ii) all service completed by an Employee
of Hixon prior to December 21, 1989 who was employed by Hixon on
December 20, 1989 shall be included as service with the Employer under
this Plan, (iii) effective as of January 1, 1996, all service by a
prior employee of Bloomfield Refining Company ("Bloomfield") or The
Gary-Williams Company ("Gary-Williams") for service with either
company or with any of their affiliates or predecessor employers to
the extent service was credited to the prior employee under The Gary
Tax Advantaged Savings Program and Profit-Sharing Plan on October 4,
1595, but only if such employee was employed by Bloomfield or Gary-
Williams on October 3, 1995, and became an Employee of the Employer on
October 4, 1995, in connection with the sale of assets of Bloomfield
to the Employer, and (iv) effective as of January 1, 1996, all service
by a prior employee of Meridian Oil Inc., Meridian Oil Gathering Inc.,
or Meridian Trading Inc. (collectively "Meridian") for service with
Meridian or with any affiliate or predecessor employer of Meridian to
the extent service was credited to the prior employee under the
Burlington Resources Retirement Savings Plan on August 18, 1995, but
only if such employee was employed by Meridian on August 17, 1995, and
became an Employee of the Employer on August 18, 1995, in connection
with the sale of assets of Meridian to the Employer.
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1.15 "EMPLOYER REAL PROPERTY" shall mean real property (and
related personal property) which is leased to an Employer or to an
affiliate of such Employer as defined under Section 407(d)(7) of
BRISA. Employer Real Property shall be deemed to be acquired by the
Plan on the date on which the Plan acquires the property or on the
date on which a lease from the Plan to the Employer (or affiliate) is
entered into, whichever is later.
1.16 "EMPLOYER STOCK" prior to December 21, 1989, shall mean
shares of common stock of Giant Industries Arizona, Inc., an Arizona
corporation, having a combination of voting power and dividend rights
equal to or in excess of that class of common stock having the
greatest voting power and that class of common stock having the
greatest dividend rights, and on or after December 21, 1989 shall mean
shares of common stock issued by Giant Industries, Inc., a Delaware
corporation. Any valuation of Employer Stock prior to December 21,
1989, and any valuation in the event shares of common stock of Giant
Industries, Inc. cease to be readily tradeable on an established
securities market after December 21, 1989, shall be performed by an
independent appraiser who meets the requirements of Code Section
410(a)(28)(c).
1.17 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time.
1.18 "EXEMPT LOAN" shall mean an exempt loan within the meaning
of Code Section 4975(d)(3) and Treasury Regulations Section 54.4975-7
(b) (iii), the requirements of which are more fully set forth in
Section 9.2.
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<PAGE>
1.19 "FIDUCIARY" shall mean, in accordance with Section 3(21) of
ERISA, any person who exercises any discretionary authority or
discretionary control respecting management of the Plan or any
authority or control respecting management or disposition of Plan
assets, who renders investment advice for a fee or other compensation
(direct or indirect) with respect to Plan assets or who has any
authority or responsibility to do so, and any person who has any
discretionary authority or discretionary responsibility in the
administration of the Plan. The term Fiduciary shall be construed as
including the term "Named Fiduciary" as defined in Section 402(a)(2)
of ERISA with respect to those Fiduciaries who are identified in the
Plan as "Named Fiduciaries".
1.20 "FISCAL YEAR" shall mean the year beginning on January 1
and ending on December 31, and such Fiscal Year shall be the plan year
for all purposes under ERISA and the Code.
1.21 "FORMER PARTICIPANT" shall mean a Participant whose
employment with the Employer has terminated but who has vested
Accounts under the Plan which have not been paid in full and which
continue to participate in the increase or decrease in Plan assets
including, for any Former Participant on or after December 21, 1989,
any increase or decrease in Employer Stock.
1.22 "GIANT" means Giant Industries, Inc., a Delaware
corporation.
1.23 "GIANT ARIZONA" means Giant Industries Arizona, Inc., an
Arizona corporation.
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<PAGE>
1.24 "HIGHLY COMPENSATED EMPLOYEE" means, effective for any
Fiscal Year beginning on or after January 1, 1987, any Employee who is
a highly compensated employee as defined in Code Section 414(q) and
the applicable Treasury regulations. Generally, any Employee is
considered a Highly Compensated Employee if during the Determination
Year or the Look-Back Year such Employee:
(a) was a "5% owner" as defined in Code Section 416(i)(B)(i)
(i.e. who owns (or is treated as owning) more than five
percent (5%) of the outstanding stock of the Employer or
stock possessing more than five percent (5%) of the total
combined voting power of all stock of the Employer or, in
the case of an unincorporated business, any person who
owns more than five percent (5%) of the capital or
profits interest in the Employer.) In determining
percentage ownership hereunder, employers that would
otherwise be aggregated under Code Sections 414(b), (c)
and (m) shall be treated as separate employers;
(b) received Section 415 Compensation from the Employer in
excess of $75,000;
(c) received Section 415 Compensation from the Employer in
excess of $50,000 and was in the "Top-Paid Group." An
Employee is in the Top-Paid Group if such Employee is in
the group consisting of the top twenty percent (20%) of
Employees when ranked on the
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<PAGE>
basis of Section 415 Compensation (as adjusted below); or
(d) was an officer of the Employer whose Section 415
Compensation (as adjusted below) is greater than $45,000
(or such other amount which is equal to fifty percent
(50%) of the amount specified in Code Section
415(b)(1)(A) for the calendar year in which the
Determination Year or the Look-Back Year begins.
For purposes of this Section, the Determination Year shall be the
Plan Year in which testing is being performed. The Employer has elected
to treat the calendar year ending with or within the Determination Year
as the Look-Back Year as provided for in Treasury regulations. Solely
for purposes of identifying Highly Compensated Employees under the terms
of this Section and Code Section 414(q), Section 415 Compensation means
Section 415 Compensation as defined in Section 3.1(b) plus amounts
described under Code Sections 125, 402(e)(3) (formerly 402(a)(8)) or
402(h)(1)(B) that are otherwise excluded from Section 415 Compensation;
and the dollar threshold amount specified in subsections (b) and (c) of
this Section shall be adjusted at such time and in such manner as is
provided in the Code.
The term "Highly Compensated Employee" also includes a former
Employee who separated from service (or has a deemed separation from
service as determined under Treasury regulations) prior to the
Determination Year, performs no services for the Employer during the
Determination Year, and was a Highly
-1.12-
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<PAGE>
Compensated Employee either for the Look-Back Year or any Determination
Year ending on or after his 55th birthday.
The Committee shall make the determination of who is a Highly
Compensated Employee, including the determination of the number and
identity of the Top-Paid Group, the number of officers includible in
subsection (d), the number and identity of former Employees considered
to be Highly Compensated Employees, the identity of "Excluded
Employees," and Section 415 Compensation, in a manner consistent with
Code Section 414(q).
For purposes of this Section, an "Excluded Employee" is defined
under Code Section 414(q)(8) and generally includes (i) Employees who
have not completed six (6) months of service; (ii)Employees who normally
work less than 17 1/2 hours per week; (iii) Employees who normally work
during not more than six (6) months during any Determination Year; (iv)
Employees who have not attained age 21; and (v) employees who are
included in a unit of employees covered by a collective bargaining
agreement. The number of officers taken into account under subsection
(d) will not exceed the greater of 3 or 10% of the total number of
Employees (after subtracting Excluded Employees) but will not exceed 50
officers. If no Employee satisfies the dollar threshold amount in
subsection (d) for the relevant Fiscal Year, the Committee will treat
the highest paid officer as satisfying subsection (d) for that Fiscal
Year.
For purposes of applying any nondiscrimination test in a manner
consistent with the applicable Treasury regulations, the Committee will
treat as a single Highly Compensated Employee any
-1.13-
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<PAGE>
Highly Compensated Employee, who is a 5% owner or is one of the 10
Highly Compensated Employees with the greatest Section 415 compensation
for the Determination Year, and his spouse, lineal ascendants or
descendants or spouses of lineal ascendants or descendants even if such
family members are Highly Compensated Employees in their own right.
1.25 "HIXON" shall mean Hixon Development Company, a Texas
corporation.
1.26 "HOUR OF SERVICE" shall mean each hour for which the Employee
is directly or indirectly paid or entitled to payment by the Employer
for performance of duties for the Employer including each hour for which
back pay, irrespective of mitigation of damages, has been either awarded
or agreed to by the Employer, and including each hour for which payment
is made or payable to the Employee for periods during which the Employee
is on an Employer approved leave of absence for vacation, jury, sick, or
disability leave, or military service. Hours of Service shall, also
include hours during such additional periods of service as may be
required pursuant to Department of Labor regulations. Hours for
nonperformance of duties shall be credited in accordance with DOL
Regulations Section 2530.200b-2(b). Hours shall be credited to the
applicable computation period in accordance with DOL Regulations Section
2530.200b-2(c).
1.27 "INELIGIBLE PARTICIPANT" shall mean, for purposes of
allocating Section 1042 Employer Stock, (a) a Participant who is a more
than twenty-five percent (25%) owner (or a Participant who is treated
under Code Section 409(n) as a more than twenty-five
-1.14-
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<PAGE>
percent (25%) owner) of any class of outstanding stock of Giant
Industries, Inc. (or prior to December 21, 1989, of Giant Industries
Arizona, Inc.) or of the total value of any class of outstanding stock
of Giant Industries, Inc. (or prior to December 21, 1989, of Giant
Industries Arizona, Inc.) whether he has elected nonrecognition of gain
under Section 1042 of the Code or not, or (b) a Participant (or a
Participant who is related within the meaning of Code Section 409(n) to
a Participant) who has elected nonrecognition of gain under Section 1042
of the Code in connection with the sale of Employer Stock to the Plan.
A Participant who is described in section 1.27(b) but not in Section
1.27(a) shall be an "Ineligible Participant" only for the period
beginning on the date on which the Employee Stock for which he elected
Code Section 1042 treatment was sold to the Plan and ending on the later
of (1) the date which is ten (10) years after the date of such sale or
(2) the date on which any allocation under the Plan is made which is
attributable to the final payment of any indebtedness incurred by the
Plan in connection with such sale.
1.28 "INVESTMENT MANAGER" shall mean a fiduciary (other than a
Trustee or Named Fiduciary) designated by the Committee under this Plan
to whom has been delegated the power to manage, acquire or dispose of
all or any of the assets of the Plan, who is registered as an investment
advisor under the Investment Advisers Act of 1940, is a bank as defined
under the Investment Advisers Act of 1940 or is an insurance company
qualified to manage, acquire, or dispose of assets under the laws of
more than one State, and who
-1.15-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
has acknowledged in writing that he is a fiduciary with respect to
the management, acquisition and control of Plan assets.
1.29 "PARTICIPANT" shall mean any Employee of the Employer who
becomes eligible for participation in accordance with the provisions of
this Plan.
1.30 "PLAN" shall mean the qualified stock bonus plan and trust
set forth in this Agreem6nt, which is intended to be a qualified
employee stock ownership plan and trust.
1.31 "QUALIFYING EMPLOYER REAL PROPERTY" shall mean Employer Real
Property:
(a) if a substantial number of the parcels are dispersed
geographically;
(b) if each parcel of real property and the improvements
thereon are suitable (or adaptable without excessive cost) for more than
one use;
(c) even if all such real property is leased to one lessee
(which may be an employer, or an affiliate of an employer); and
(d) if the acquisition and retention of such property comply
with the provisions of this part of ERISA (other than section
404(a)(1)(B) to the extent it requires diversification, and sections
404(a)(1)(C), 406, and subsection (a) of this section).
1.32 "SECTION 1042 EMPLOYER STOCK" shall mean Employer Stock
acquired by the Plan prior to December 21, 1989 in a transaction which
qualified for nonrecognition of gain under Code Section 1042.
-1.16-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
1.33 "SECTION 1042 EMPLOYER STOCK ACCOUNT" shall mean the account
used to reflect an interest in Section 1042 Employer Stock.
1.34 "SUSPENSE ACCOUNT" shall mean the account used to hold
Employer Stock purchased pursuant to Article IX of the Plan with the
proceeds of an Exempt Loan, prior to allocation of such stock to the
Accounts of Participants under the Plan.
1.35 "TEMPORARY STOCK ACCOUNT" shall mean the interim account used
to hold Employer Stock purchased by the Trustee, other than Employer
Stock purchased pursuant to Article IX of the Plan with the proceeds of
an Exempt Loan, and to hold Employer Stock contributed to the Plan by
the Employer, prior to the allocation of such stock to the Accounts of
Participants each Fiscal Year in accordance with Sections 4.4(a), 4.7(a)
and 4.7(c).
1.36 "TRUST" or "TRUST FUND" shall mean the trust which is
established herein to hold and invest contributions made under this
Plan.
1.37 "TRUSTEE" shall mean the one or more individuals, banks,
trust companies or other financial institutions, which are appointed in
accordance with Article VIII to hold and manage the assets of the Trust.
1.38 "UNION EMPLOYEE" shall mean any person employed by Employer
who is a member of a unit of employees covered by any collective
bargaining agreement between employee representatives and the Employer,
wherein retirement benefits were the subject of good faith bargaining
between the parties thereto, unless said agreement provides for
participation in this Plan.
-1.17-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
1.39 "UNRESTRICTED EMPLOYER STOCK" shall mean Employer Stock which
was not acquired in a transaction qualifying for nonrecognition of gain
under Section 1042 of the Code.
1.40 "UNRESTRICTED EMPLOYER STOCK ACCOUNT" shall mean the account
used to reflect an interest in Unrestricted Employer Stock.
1.41 "VALUATION DATE" shall mean the last day of each Fiscal Year
unless otherwise specifically indicated.
1.42 "YEAR OF SERVICE" shall mean, for purposes of eligibility
under the Plan, the twelve (12) consecutive month period commencing on
(a) the first day the Employee completes an Hour of
Service, or
(b) if the Employee incurs a Break in Service, the
first day the Employee completes an Hour of Service after such Break in
Service, and, each succeeding twelve (12) consecutive month period
beginning on anniversaries of that date during which the Employee
completes at least one thousand (1,000) Hours of Service. The twelve
(12) consecutive month period determined under this Section for the
calculation of a Year of Service for eligibility shall be the
Eligibility Computation Period.
1.43 "YEAR OF SERVICE" shall mean, for purposes of vesting under
the Plan, the Fiscal Year
(a) during which a Participant first completed an Hour of
Service either as an Employee or as a Union Employee; or
(b) if an Employee or a union Employee incurs a Break in
Service, the Fiscal Year during which the Employee or
-1.18-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
Union Employee completes an Hour of Service after such Break in Service,
and each succeeding Fiscal Year during which an Employee or a Union
Employee completes at least one thousand (1,000) Hours of Service;
provided, however, that any Employee or a Union Employee hired on or
before June 30, 1993 who becomes a Participant under the terms of
Section 2.1 prior to the Seventh Amendment shall be credited in all
events with one Year of Service for the Fiscal Year in which such
Employee or Union Employee becomes a Participant. The Fiscal Year shall
be the Vesting Computation Period.
-1.19-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
a Participant of his or her nonforfeitable rights to benefits accrued to
the date of the amendment. Further, effective for Fiscal Years beginning
on or after January 1, 1989, if the Vesting Schedule of the Plan is
amended each Participant with at least three (3) Years of Service with
the Employer may elect, within a reasonable period after the adoption of
the amendment, to have his or her nonforfeitable percentage computed
under the Plan without regard to such amendment. The period during which
the election may be made shall commence with the date the amendment is
adopted and shall end on the later of:
(1) 60 days after the amendment is adopted;
(2) 60 days after the amendment becomes effective; or
(3) 60 days after the Participant is issued written notice of the
amendment by the Employer or plan administrator; and
11.2 DISCONTINUANCE OF PLAN.
It is the Employer's expectation that this Plan and the payment of
contributions hereunder will be continued indefinitely, and the Trust
related to this Plan is irrevocable, but continuance of the Plan by the
Employer is not assumed as a contractual obligation, and the Employer
reserves the right at any time to reduce, temporarily suspend, or
discontinue contributions hereunder. In the event of the Employer's
complete discontinuance of contributions, the entire interest of each
Participant shall vest immediately and become non-forfeitable.
The Employer may terminate this Plan at any time upon written
notice to the Trustee. Upon termination or partial termination of the
Plan, the entire interest of each of the
-11.2-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
Participants shall immediately vest and become non-forfeitable. The
Trustee shall thereafter, upon direction of the Committee, distribute to
the Participants the amount in such Participants' accounts in the same
manner as set forth in Article V, subject, where appropriate, to Section
403(d)(1) of ERISA and regulations of the Secretary of Labor thereunder
as may affect allocation of assets upon termination of the Plan.
Notwithstanding any provision of Article XI to the contrary, upon
the termination of the Plan, the Trustee shall not be obligated to
distribute assets from the Plan, until the Plan has received a favorable
determination from the Internal Revenue Service that the Plan termination
has not adversely affected the qualification of the Plan under Section
401, or until the Employer agrees to indemnify the Trustee against any
income tax liability incurred by the Trust as a consequence of an adverse
determination, provided the Trustee agrees to accept the Employer's
indemnification.
11.3 MERGER OR CONSOLIDATION.
This Plan shall not be merged or consolidated with, nor shall its
assets or liabilities be transferred to, any other plan unless each
Participant in this Plan (if the Plan then terminated) would receive a
benefit immediately after the merger, consolidation or transfer which is
equal to or greater than the benefit such Participants, respectively,
would have been entitled to receive immediately before the merger,
consolidation, or transfer (if this Plan had been terminated). Where the
foregoing requirement is satisfied this Plan and its related Trust may be
merged or consolidated with another qualified plan and trust.
-11.3-
(Replacement Page,
Ninth Amendment)
<PAGE>
<PAGE>
11.4 FAILURE TO CONTRIBUTE.
Any failure by the Employer to contribute to the Trust in any year
when no contribution is required under this Plan shall not of itself be a
discontinuance of contributions under this Plan.
-11.4-
(Replacement Page,
Ninth Amendment)
EXHIBIT 10.30
FIRST AMENDMENT
OF THE
GIANT INDUSTRIES, INC.
& AFFILIATED COMPANIES
401(K) PLAN
WHEREAS, Giant Industries, Inc. and certain of its affiliates
(the Employer ) adopted the Giant Industries, Inc. & Affiliated
Companies 401(k) Plan (the Plan ) effective July 1, 1993; and
WHEREAS, the Employer amended and restated the Plan, effective
July 1, 1993, through an adoption agreement dated September 10, 1994;
and
WHEREAS, the Employer has the authority to amend the Plan.
NOW, THEREFORE, the Employer hereby amends the Plan as follows:
Pages 2, 10, 13 and 18, and the sheet attached to page 3, of the
existing Plan are hereby removed and replaced by the attached
replacement pages 2, 10, 13, and 18, and the sheet to be attached to
page 3, and the Attachment to Adoption Agreement for Giant
Industries, Inc. & Affiliated Companies 401(k) Plan is hereby adopted
as part of the Plan.
This amendment is effective January 1, 1996, except as otherwise
stated in the replacement pages of the attachment.
GIANT INDUSTRIES, INC. &
AFFILIATED COMPANIES
10-17-96 /s/ A. WAYNE DAVENPORT
- -------------- ------------------------------
Date A. Wayne Davenport
Vice President and CFO
Accepted by:
FIDELITY MANAGEMENT TRUST
COMPANY, as Trustee
11-14-96 /s/ WAYNE A. ISSAC
- -------------- ------------------------------
Date Name: Wayne A. Issac
Title: Sr. Legal Counsel/
Authorized Signatory
<PAGE>
<PAGE>
(2) [X] Amendment Effective Date: 1-1-96. This is (check one):
(A) [X] an amendment of The CORPORATE plan for Retirement
Adoption Agreement previously executed by the
Employer; or
(B) [ ] a conversion from another plan document into The
CORPORATE plan for Retirement.
The original effective date of the Plan: 7-1-93
The substantive provisions of the Plan shall apply prior
to the Effective Date to the extent required by the Tax
Reform Act of 1986 or other applicable laws.
1.02 EMPLOYER
(a) THE EMPLOYER IS: Giant Industries, Inc.
Address: 23733 N. Scottsdale Rd.
Scottsdale, AZ 85255
Contact s Name: Debra A. McKinney
Telephone Number: (602) 585-8888
(1) Employer s Tax Identification Number: 86-0642718
(2) Business form of Employer (check one):
(A) [X] Corporation
(B) [ ] Sole proprietor or partnership
(C) [ ] Subchapter S Corporation
(D) [ ] Governmental
(E) [ ] Tax-exempt organization
(F) [ ] Rural Electric Cooperative
(3) Employer s fiscal year end: 12/31
(4) Date business commenced: 12/68
NS8/1/93 2 Substitute Page
effective January 1, 1996
<PAGE>
<PAGE>
(4) ELIGIBLITY REQUIREMENT(S)
A Participant who makes Deferral Contributions during the Plan
Year under Section 1.05(b) shall be entitled to Matching
Contributions for that Plan Year if the Participant satisfies
the following requirement(s) (Check the appropriate box(es).
Options (B) and (C) may not be elected together):
(A)[X] Is employed by the Employer on the last day of the
Plan Year. See attachment.
(B)[ ] Earns at least 500 Hours of Service during the Plan Year.
(C)[ ] Earns at least 1,000 Hours of Service during the Plan Year.
(D)[ ] Is not a Highly Compensated Employee for the Plan Year.
(E)[ ] Is not a Partner of the Employer, if the Employer is a
partnership.
(F)[ ] No requirements.
NOTE: If option (A), (B) or (C) above is selected then Matching
Contributions can only be funded by the Employer after the
Plan Year ends. Any Matching Contribution funded before
Plan Year end shall not be subject to the eligibility
requirements of this Section 1.05(c)(4)). If Option (A),
(B), or (C) is adopted during a Plan Year, such option
shall not become effective until the first day of the next
Plan Year.
(d) [ ] EMPLOYEE AFTER-TAX CONTRIBUTIONS (check one):
(1) [ ] FUTURE CONTRIBUTIONS
Participants may make voluntary non-deductible Employee
Contributions pursuant to Section 4.09 of the Plan. This
option may only be elected if the Employer has elected to
permit Deferral Contributions under Section 1.05(b). Matching
Contributions by the Employer are not allowed on any voluntary
non-deductible Employee Contributions. Withdrawals are limited
to one per year unless Employee Contributions were allowed
under a previous plan document which authorized more frequent
withdrawals.
(2) [ ] FROZEN CONTRIBUTIONS
Participants may not make voluntary non-deductible Employee
Contributions but the Employer does maintain frozen Participant
voluntary non-deductible Employee Contribution accounts.
NS8/1/93 10 Substitute Page
effective January 1, 1996
<PAGE>
<PAGE>
1.08 PREDECESSOR EMPLOYER SERVICE
[X] SERVICE FOR PURPOSES OF ELIGIBILITY IN SECTION 1.03(a)(1) AND
VESTING IN SECTION 1.07(a) OF THIS PLAN SHALL INCLUDE SERVICE
WITH THE FOLLOWING EMPLOYER(S):
(a) See attachment.
(b) See attachment.
(c) See attachment.
(d)
1.09 PARTICIPANT LOANS
PARTICIPANT LOANS (check (a) or (b)):
(a) [ ] WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.09, SUBJECT
TO A $1,000 MINIMUM AMOUNT AND WILL BE GRANTED (check (1)
or (2)):
(1) [ ] for any purpose.
(2) [ ] for hardship withdrawal (as defined in Section 7.10)
purposes only.
(b) [X] WILL NOT BE ALLOWED.
1.10 HARDSHIP WITHDRAWALS
PARTICIPANT WITHDRAWALS FOR HARDSHIP PRIOR TO TERMINATION OF
EMPLOYMENT (check one):
(a) [X] WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.10, SUBJECT
TO A $1,000 MINIMUM AMOUNT.
(b) [ ] WILL NOT BE ALLOWED
NS8/1/93 13 Substitute Page
effective January 1, 1996<PAGE>
<PAGE>
(b) PLAN INVESTMENT OPTIONS
The Employer hereby establishes a Trust under the plan in accordance
with the provisions of Article 14, and the Trustee signifies acceptance
of its duties under Article 14 by its signature below. Participant
Accounts under the Trust will be invested among the Fidelity Funds
listed below pursuant to Participant and/or Employer directions.
FUND NAME FUND NUMBER
(1) FMMT Retirement Gov t
(2) Government Securities
(3) Contrafund
(4) Fidelity Asset Manager
(5) Fidelity Asset Manager; Growth
(6) Diversified International
(7) Emerging Growth Fund
(8)
(9)
(10)
Funds 6 & 7 added effective October 1, 1996
/s/ A. WAYNE DAVENPORT
----------------------
A. Wayne Davenport
September 11, 1996
NOTE: An additional annual recordkeeping fee will be charged for each
fund in excess of five funds.
To the extent that the Employer selects as an investment option
the Managed Income Portfolio of the Fidelity Group Trust for
Employee Benefit Plans (the Group Trust ), the Employer hereby
(A) agrees to the terms of the Group Trust and adopts said
terms as a part of this Agreement and (B) acknowledges that it
has received from the Trustee a copy of the Group Trust, the
Declaration of Separate Fund for the Managed Income Portfolio
of the Group Trust, and the Circular for the Managed Income
Portfolio.
NOTE: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds or,
if applicable, the rules of the Employer adopted in accordance
with Section 6.03. Information will be provided regarding
expenses, if any, for changes in investment options.
NS8/1/93 18<PAGE>
<PAGE>
(Sheet to be attached to page 3)
DATES OF INCORPORATION
DATE OF INCORPORATION
Giant Industries, Inc., a Delaware corporation September 21, 1989
Giant Industries Arizona, Inc., an Arizona December 11, 1968
corporation
amendment: April 23, 1974 (Giant Industries, Inc.);
October 12, 1989 (Giant Industries Arizona, Inc.)
Giant Exploration & Production Company, a July 3, 1964
Texas corporation (name change effective
June 12, 1990)
Ciniza Production Company, a New Mexico corporation August 13, 1987
Giant Stop-N-Go of New Mexico, Inc., a New January 18, 1991
Mexico corporation
Giant Four Corners, Inc., an Arizona corporation August 4, 1993
Giant Mid-Continent, Inc., an Arizona corporation December 22, 1994
San Juan Refining Company, a New Mexico corporation September 15, 1995
<PAGE>
<PAGE>
ATTACHMENT TO ADOPTION AGREEMENT FOR GIANT INDUSTRIES, INC.
AFFILIATED COMPANIES 401(k) PLAN
Section 1.05(c)(4)(A).
An Employee of Giant Exploration & Production company ( E&P ) who is
employed by E&P on July 16, 1996, and who is not thereafter
transferred from E&P to another affiliate or division that is part
of the Employer, shall be deemed to satisfy the requirements of this
Section 1.05(c)(4)(A) for the Plan Year ending December 31, 1996.
Section 1.08
(a) Effective as of January 1, 1996, Bloomfield Refining Company
( Bloomfield ), The Gary-Williams Company ( Gary-Williams ),
and any affiliate or predecessor employer of either, but only to
the extent service was credited under The Gary Tax Advantaged
Savings Program and Profit-Sharing Plan on October 4, 1995 with
respect to such employer, and only for employees who were
employed by Bloomfield or Gary-Williams on October 3, 1995,
and became Employees of the Employer on October 4, 1995, in
connection with the sale of assets of Bloomfield Refining Company
to the Employer.
(b) Effective as of January 1, 1996, Meridian Oil Inc., Meridian
Oil Gathering Inc., and Meridian Oil Trading Inc. (collectively
Meridian ), and any affiliate or predecessor employer of
Meridian, but only to the extent service was credited under the
Burlington Resources Retirement Savings Plan on August 18, 1995
with respect to such employer, and only for employees who were
employed by Meridian on August 17, 1995, and became Employees
of the Employer on August 18, 1995, in connection with the sale
of assets of Meridian to the Employer.
(c) Effective as of January 1, 1996, Texaco Refining and Marketing
Inc. ( Texaco ), and any affiliate or predecessor employer of
Texaco, but only to the extent service was credited under any
plan sponsored by Texaco that qualified under Section 401(a)(4)
of the Code, and only for an employee who was employed by
Texaco on July 24, 1993, and became an Employee of the Employer
on July 25, 1995 in connection with the sale of assets of
Texaco to the Employer.
AMENDMENT TO BASIC PLAN DOCUMENT
By way of clarification and emphasis, Section 13.01 is amended by
inserting the words Discretionary authority at the beginning of each
clauses (b)-(f), and in each such clause, revising To to read to .
<TABLE>
EXHIBIT 11.1
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE DATA
<CAPTION>
Year Ended December 31,
-----------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Earnings from continuing operations $17,051,000 $ 7,733,000 $ 7,455,000
Earnings (loss) from discontinued
operations (13,000) 143,000 (2,934,000)
----------- ----------- -----------
Net earnings $17,038,000 $ 7,876,000 $ 4,521,000
=========== =========== ===========
Weighted average number
of shares outstanding
during the period 11,220,380 11,478,779 12,127,481
=========== =========== ===========
Earnings (loss) per common share:
Continuing operations $ 1.52 $ 0.68 $ 0.61
Discontinued operations - 0.01 (0.24)
----------- ----------- -----------
Net earnings $ 1.52 $ 0.69 $ 0.37
=========== =========== ===========
Additional Primary Computation
- ------------------------------
Earnings from continuing operations $17,051,000 $ 7,733,000 $ 7,455,000
Earnings (loss) from discontinued
operations (13,000) 143,000 (2,934,000)
----------- ----------- -----------
Net earnings $17,038,000 $ 7,876,000 $ 4,521,000
=========== =========== ===========
Additional adjustment to
weighted average number of
shares outstanding:
Weighted average number of
shares outstanding above 11,220,380 11,478,779 12,127,481
Add - dilutive effect of
outstanding options(a) 115,964 40,541 31,821
----------- ----------- -----------
Weighted average number of shares
outstanding as adjusted 11,336,344 11,519,320 12,159,302
=========== =========== ===========
Earnings (loss) per common share:(b)
Continuing operations $ 1.50 $ 0.67 $ 0.61
Discontinued operations - 0.01 (0.24)
----------- ----------- -----------
Net earnings $ 1.50 $ 0.68 $ 0.37
=========== =========== ===========
</TABLE>
<PAGE>
<PAGE>
<TABLE>
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE DATA
<CAPTION>
Year Ended December 31,
-----------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Fully Diluted Computation
- -------------------------
Earnings from continuing operations $17,051,000 $ 7,733,000 $ 7,455,000
Earnings (loss) from discontinued
operations (13,000) 143,000 (2,934,000)
----------- ----------- -----------
Net earnings $17,038,000 $ 7,876,000 $ 4,521,000
=========== =========== ===========
Additional adjustment to
weighted average number of
shares outstanding:
Weighted average number of
shares outstanding above 11,220,380 11,478,779 12,127,481
Add - dilutive effect of
outstanding options(a) 123,007 103,084 33,456
----------- ----------- -----------
Weighted average number of shares
outstanding as adjusted 11,343,387 11,581,863 12,160,937
=========== =========== ===========
Earnings (loss) per common share:(b)
Continuing operations $ 1.50 $ 0.67 $ 0.61
Discontinued operations - 0.01 (0.24)
----------- ----------- -----------
Net earnings $ 1.50 $ 0.68 $ 0.37
=========== =========== ===========
(a) As determined by the application of the treasury stock method.
(b) This calculation is submitted in accordance with Regulation S-K
item 601(b)(11) although not required by footnote 2 to paragraph
14 of APB Opinion No. 15 because it results in dilution of less
than 3%.
</TABLE>
EXHIBIT 21.1
SUBSIDIARIES OF
GIANT INDUSTRIES, INC.
(a Delaware corporation)
Jurisdiction of Names Under Which
Subsidiary Incorporation Company Does Business
- ---------- --------------- ---------------------
Giant Industries
Arizona, Inc. Arizona Giant Refining Company
Ciniza Pipe Line
Company
- Ciniza Production
Company* New Mexico
- Giant Stop-N-Go of
New Mexico, Inc.* New Mexico
- San Juan Refining
Company* New Mexico
- Giant Four Corners,
Inc.* Arizona
- Giant Mid-Continent,
Inc.* Arizona
Giant Exploration &
Production Company Texas
_______________
*A wholly-owned subsidiary of Giant Industries Arizona, Inc.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-35357 of Giant Industries, Inc. on Form S-8 of our reports
dated March 3, 1997 and March 12, 1997 appearing in the Annual Report on
Form 10-K of Giant Industries, Inc. for the year ended December 31,
1996 and in the Annual Report on Form 11-K of Giant Industries, Inc.
for the year ended December 31, 1996, respectively.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 26, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 12,628
<SECURITIES> 0
<RECEIVABLES> 25,268
<ALLOWANCES> 254
<INVENTORY> 38,226
<CURRENT-ASSETS> 86,506
<PP&E> 322,260
<DEPRECIATION> 108,715
<TOTAL-ASSETS> 324,007
<CURRENT-LIABILITIES> 64,965
<BONDS> 113,081
<COMMON> 122
0
0
<OTHER-SE> 122,002
<TOTAL-LIABILITY-AND-EQUITY> 324,007
<SALES> 499,184
<TOTAL-REVENUES> 499,184
<CGS> 361,864
<TOTAL-COSTS> 443,852
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,318
<INCOME-PRETAX> 28,183
<INCOME-TAX> 11,132
<INCOME-CONTINUING> 17,051
<DISCONTINUED> (13)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,038
<EPS-PRIMARY> 1.52
<EPS-DILUTED> 0
</TABLE>
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 11-K
ANNUAL REPORT
_____________
PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Fiscal year Ended December 31, 1996
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
EMPLOYEE STOCK OWNERSHIP PLAN
GIANT INDUSTRIES, INC.
______________________
The principal executive offices of Giant Industries, Inc. are
located at 23733 North Scottsdale Road, Scottsdale, Arizona 85255.
<PAGE>
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS
- ---------------------------------
(a) Financial Statements and Supplemental Schedules
Page Number
-----------
Independent Auditors' Report F-1
Statements of net assets available F-2
for benefits - December 31, 1996 and 1995
Statements of changes in net assets F-3
available for benefits - Years ended
December 31, 1996, 1995 and 1994
Notes to financial statements F-4 to F-7
Supplemental Schedules:
Schedule of assets held for investment purposes F-8
Schedule of reportable transactions F-9
(b) Exhibits - none
<PAGE>
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
EMPLOYEE STOCK OWNERSHIP PLAN OF GIANT
INDUSTRIES, INC. AND AFFILIATED COMPANIES
Date: March 26, 1997 Signature: /s/ A. Wayne Davenport
-------------------------------
A. Wayne Davenport,
Vice President and
Chief Financial Officer
Date: March 26, 1997 Signature: /s/ Morgan Gust
-------------------------------
Morgan Gust,
Vice President-General Counsel
Date: March 26, 1997 Signature: /s/ Charley Yonker, Jr.
-------------------------------
Charley Yonker, Jr.,
Director of Human Resources
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
Administrative Committee
Employee Stock Ownership Plan of
Giant Industries, Inc. and Affiliated Companies
Scottsdale, Arizona
We have audited the accompanying statements of net assets available
for benefits of the Employee Stock Ownership Plan of Giant
Industries, Inc. and Affiliated Companies as of December 31, 1996 and
1995, and the related statements of changes in net assets available
for benefits for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the
Plan's 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.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Employee Stock Ownership Plan of Giant Industries,
Inc. and Affiliated Companies as of December 31, 1996 and 1995, and
the changes in net assets available for benefits for each of the three
years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules for the year ended December 31, 1996 on pages F-8 and F-9
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the
Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 1996 financial statements
and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a
whole.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 12, 1997
F-1<PAGE>
<PAGE>
<TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN OF
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
ASSETS
- ------
INVESTMENTS AT FAIR VALUE (Notes 3, 4 and 5):
Cash and cash equivalents $ 400,426 $ 260,260
Mutual funds 2,448,435 1,732,010
Limited partnership 6,600 22,200
Common stock of Giant Industries, Inc. 18,145,232 17,590,571
Loans to participants 32,253 40,808
----------- -----------
Total investments at fair value 21,032,946 19,645,849
INTEREST AND DIVIDENDS RECEIVABLE 2,603 2,329
OTHER RECEIVABLES 1,227 3,582
----------- -----------
Total assets 21,036,776 19,651,760
LIABILITIES
- -----------
ACCRUED LIABILITIES 9,247 9,288
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $21,027,529 $19,642,472
=========== ===========
</TABLE>
See notes to financial statements.
F-2
<PAGE>
<PAGE>
<TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN OF
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
ADDITIONS:
Net appreciation in fair value of investments (Note 3) $ 2,871,648 $ 7,230,900 $
Interest and dividend income 297,862 319,843 30,035
Employer contribution 450,000 900,000 900,000
----------- ----------- -----------
Total additions 3,619,510 8,450,743 930,035
----------- ----------- -----------
DEDUCTIONS:
Net depreciation in fair value of investments (Note 3) 4,249,045
Distributions to participants 2,234,453 957,969 654,130
Interest expense 27,249 66,766
Other 154 250
----------- ----------- -----------
Total deductions 2,234,453 985,372 4,970,191
----------- ----------- -----------
NET INCREASE (DECREASE) 1,385,057 7,465,371 (4,040,156)
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 19,642,472 12,177,101 16,217,257
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $21,027,529 $19,642,472 $12,177,101
=========== =========== ===========
</TABLE>
See notes to financial statements.
F-3
<PAGE>
<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN OF
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
1. DESCRIPTION OF THE PLAN
GENERAL - On June 30,1987, Giant Industries, Inc. (the "Company")
converted through an amendment, its Joint Profit Sharing Plan to an
Employee Stock Ownership Plan. The Employee Stock Ownership Plan
of Giant Industries, Inc. and Affiliated Companies (the "Plan") is
a non-contributory defined contribution plan which covers all eligible
employees. The purpose of the Plan is to enable participants to share
in the ownership of the Company. The Summary Plan Description
describes the Plan, including contribution allocations, termination,
vesting and benefit provisions. The Plan is subject to the
requirements of the Employee Retirement Income Security Act of 1974
("ERISA").
CONTRIBUTIONS - The Plan provides for a contribution from the Company
from its current or accumulated net income as may be determined
annually at the discretion of its Board of Directors.
DISTRIBUTIONS - Benefits are recorded when paid. The Plan records
distribution expenses for Plan participants who have requested payment
of their account in stock at the market value of the stock on the date
that the shares are reregistered in the name of the participant.
PARTICIPATION AND VESTING - Each employee hired on or after July 1,
1993 shall become a participant on his or her participation date,
which is defined as the January 1 or July 1 coincident with or next
following the date on which the employee shall have completed one year
of service. The participation date of any employee hired prior to
July 1, 1993 shall be determined in accordance with the terms of the
Plan prior to the seventh amendment. Participants' interests in their
accounts vest over a seven year period. In the event the Plan is
terminated by the Company, all participants would immediately become
100% vested in their accrued benefits as of the date of Plan termination.
ALLOCATIONS - Each participant's account is credited with an allocation
of the Company's contribution, investment income and forfeitures of
terminated participants' non-vested accounts. Allocations to
participant accounts are made on a formula based on the ratio that each
participant's compensation, as defined, during the Plan year, bears to
the compensation of all such participants.
PLAN ADMINISTRATION - The Company administers the Plan through an
administrative committee comprised of three employees who are appointed
by the Company's Board of Directors. Most expenses pertaining to the
administration of the Plan are being paid by the Company, at the
Company's option. Bank of America is the Plan's trustee and custodian
and Boyce & Associates is the Plan's recordkeeper.
F-4<PAGE>
<PAGE>
AMENDMENTS - The Plan was amended seven times prior to 1994.
An eighth amendment was executed on October 5, 1994 to be effective
as of July 1, 1987. This amendment was adopted in order to comply
with the Tax Reform Act of 1986 and any subsequent amendments to the
Internal Revenue Code, including but not limited to the Unemployment
Compensation Amendments of 1992 and the Omnibus Budget Reconciliation
Act of 1993, and any related Internal Revenue Service regulations and
pronouncements.
A ninth amendment was executed on October 15, 1996 to be effective
January 1, 1996 to permit prior service credit to individuals who
became employees of the Company in connection with the purchase of
certain assets from Bloomfield Refining Company and Meridian Oil, Inc.
and related companies.
TERMINATION - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the provisions of ERISA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on the accrual basis.
Investments included in the Statement of Net Assets Available for
Benefits are stated at fair value. The fair value of marketable
securities and mutual funds is determined based on quoted market prices
as of the Plan's year end. The fair value of the limited partnership
is management's best estimate based on an independent appraisal
provided by Bank of America. The Company's common stock value is
determined based on the quoted market price as reported by the
New York Stock Exchange as of the Plan's year-end. The net change in
the fair value of investments is recorded in the Statements of Changes
in Net Assets Available for Benefits as net appreciation (depreciation)
in fair value of investments. Interest and dividend income is recorded
on the accrual basis. Benefits are recorded when paid.
The preparation of financial statements in conformity with generally
accepted accounting principles necessarily requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
additions and deductions during the reporting period. Actual results
could differ from these estimates.
F-5<PAGE>
<PAGE>
3. INVESTMENTS
The following tables present the fair value of investments at
December 31, 1996 and 1995, with mutual funds and common stock
of the Company representing investments greater than 5% of the
Plan's net assets at December 31, 1996 and 1995.
<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------
NUMBER OF
SHARES OR
PRINCIPAL
AMOUNT FAIR VALUE
<S> <C> <C>
Cash and cash equivalents:
Bank of America Short-term Investment Fund 400,426 $ 400,426
-----------
Mutual Funds:
ML Lee Acquisition 25 11,632
Bank of America Balanced Fund 115,464 2,436,803
-----------
Total mutual funds 2,448,435
-----------
Limited partnership - Recorp. Mtg. Investors II 1.5 6,600
Giant Industries, Inc. common stock 1,296,088 18,145,232
Loans to participants 32,253
-----------
Total $21,032,946
===========
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
-----------------------
NUMBER OF
SHARES OR
PRINCIPAL
AMOUNT FAIR VALUE
<S> <C> <C>
Cash and cash equivalents:
Bank of America Short-term Investment Fund 260,260 $ 260,260
-----------
Mutual Funds:
ML Lee Acquisition 25 15,796
Bank of America:
Equity Fund 118,168 384,281
Fixed Income Fund 243,507 565,498
Core Equity Growth Fund 7,312 197,287
Short-term Government Fund 87,020 187,785
Convertible Securities Fund 60,482 190,352
Aggressive Equity Fund 32,700 191,011
-----------
Total mutual funds 1,732,010
-----------
Limited partnership - Recorp. Mtg. Investors II 1.5 22,200
Giant Industries, Inc. common stock 1,435,965 17,590,571
Loans to participants 40,808
-----------
Total $19,645,849
===========
</TABLE>
F-6
<PAGE>
<PAGE>
Net appreciation (depreciation) in fair value of the Plan's investments
(including investments bought, sold and held during the period) for the
years ended December 31 consists of the following:
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- -----------
<S> <C> <C> <C>
Limited partnership $ 22,199
Preferred stocks (589)
Common stocks (6,530)
Recorp. Mtg. Investors II $ (15,600)
Mutual funds 285,354 $ 272,245 20,584
Giant Industries, Inc. common stock 2,601,894 6,958,655 (4,284,709)
---------- ---------- -----------
Net appreciation (depreciation) $2,871,648 $7,230,900 $(4,249,045)
========== ========== ===========
</TABLE>
4. INVESTMENTS IN COMMON STOCK OF GIANT INDUSTRIES, INC.
The Company stock owned by the Plan was previously made up of allocated
and unallocated shares. The allocated shares are those which are held
in the accounts of the participants of the Plan. The unallocated
shares were those which were held by the Plan Trustee. Shares were
allocated to participants when principal payments were made on the
Plan's note payable.
During 1995, the Plan allocated the last 74,556 shares of the
unallocated shares of the Company stock to the participants as a
result of principal payments on the note payable. During 1995, the
Company contributed $900,000, of which $27,249 was used to make
interest payments on the note and $513,679 was used to pay off the
principal balance on the note.
5. RELATED PARTY TRANSACTIONS
The total balance of loans to participants at December 31, 1996 and
1995 includes $0 and $35,912, respectively, of balances due from
executive officers of the Company.
6. NOTE PAYABLE
During 1993, the Company purchased the Plan's existing note payable
to the bank. The note was paid in full in September 1995.
7. FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter on September 16,
1994, in which the Internal Revenue Service stated that the Plan, as
then designed, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has been amended since
receiving the determination letter. However, the Plan administrator
and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision
for income taxes has been included in the Plan's financial statements.
F-7<PAGE>
<PAGE>
<TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN OF
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1996
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------------- -------------------------------------------- ---------- -----------
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, COLLATERAL, RATE OF INTEREST, MATURITY CURRENT
LESSOR, OR SIMILAR PARTY DATE, PAR OR MATURITY VALUE COST VALUE
- ---------------------------- -------------------------------------------- ---------- -----------
<S> <C> <C> <C>
Bank of America Short-term Investment Fund - 400,426 shares $ 400,426 $ 400,426
ML Lee Acquisition Mutual Fund - 25 Shares 25,000 11,632
Bank of America Balanced Fund - 115,464 shares 2,359,399 2,436,803
Recorp. Mtg. Investors II Limited Partnership - 1.5 units 60,000 6,600
Giant Industries, Inc. Common stock - 1,296,088 shares 6,094,254 18,145,232
Loans to participants Loans at prime + 3%, collateralized by vested
accounts, due 1997 through 2002 32,253 32,253
---------- -----------
Total assets held for investment purposes $8,971,332 $21,032,946
========== ===========
F-8
</TABLE>
<PAGE>
<PAGE>
<TABLE>
EMPLOYEE STOCK OWNERSHIP PLAN OF
GIANT INDUSTRIES, INC. AND AFFILIATED COMPANIES
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1996
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
- ---------------------- -------------------------- ---------- ---------- ---------- ----------- ----------
CURRENT
VALUE OF
ASSET ON
IDENTITY OF PURCHASE SELLING COST TRANSACTION NET GAIN
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE OF ASSET DATE OR (LOSS)
- ---------------------- -------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
Bank of America Balanced Fund $1,929,714 $1,929,714 $1,929,714
SERIES OF TRANSACTIONS
Bank of America Balanced Fund 2,388,563 2,388,563 2,388,563
Bank of America Balanced Fund $ 29,826 29,164 29,826 $ 662
Bank of America Short-Term Investment Fund 2,518,196 2,518,196 2,518,196
Bank of America Short-Term Investment Fund 2,378,030 2,378,030 2,378,030
Bank of America Giant Industries, Inc. 8,019 8,019 8,019
Bank of America Giant Industries, Inc. 1,035,343 738,267 1,035,343 297,076
NOTE: Reportable transactions are those transactions which either singularly or in series of
combined purchases and sales during the year exceed 5% of the fair value of the Plan's
assets at the beginning of the year.
F-9
</TABLE>
