FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______ 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:
(480) 585-8888
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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Number of Common Shares outstanding at April 30, 2003: 8,785,555 shares.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets March 31, 2003 (Unaudited)
and December 31, 2002
Condensed Consolidated Statements of Earnings for the Three
Months Ended March 31, 2003 and 2002 (Unaudited)
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2003 and 2002 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Item 4 - Controls and Procedures
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURE
CERTIFICATIONS
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
March 31, 2003 December 31, 2002
-------------- -----------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents......................... $ 23,409 $ 10,168
Receivables, net.................................. 79,451 76,088
Inventories (Note 8).............................. 99,992 108,017
Prepaid expenses and other........................ 7,318 7,877
Deferred income taxes............................. 9,769 9,769
---------- ----------
Total current assets............................ 219,939 211,919
---------- ----------
Property, plant and equipment (Notes 3 and 4)....... 660,548 649,861
Less accumulated depreciation and amortization.... (235,409) (225,629)
---------- ----------
425,139 424,232
---------- ----------
Goodwill (Note 5)................................... 19,414 19,465
Other assets (Notes 5 and 6)........................ 42,707 46,670
---------- ----------
$ 707,199 $ 702,286
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt (Note 10)....... $ 8,917 $ 10,251
Accounts payable.................................. 73,963 67,282
Accrued expenses.................................. 49,436 42,818
---------- ----------
Total current liabilities....................... 132,316 120,351
---------- ----------
Long-term debt, net of current portion (Note 10).... 386,111 398,069
Deferred income taxes............................... 38,553 37,612
Other liabilities (Note 3).......................... 21,276 18,937
Commitments and contingencies (Notes 10 and 11)
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, 12,323,759
shares issued................................... 123 123
Additional paid-in capital........................ 73,763 73,763
Retained earnings................................. 91,511 89,885
---------- ----------
165,397 163,771
Less common stock in treasury - at cost,
3,751,980 shares................................ (36,454) (36,454)
---------- ----------
Total stockholders' equity...................... 128,943 127,317
---------- ----------
$ 707,199 $ 702,286
========== ==========
See accompanying notes to condensed consolidated financial statements.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
Three Months
Ended March 31,
----------------------------
2003 2002
--------- ---------
Net revenues............................................. $ 490,524 $ 186,436
Cost of products sold.................................... 418,208 141,311
--------- ---------
Gross margin............................................. 72,316 45,125
Operating expenses....................................... 40,377 24,675
Depreciation and amortization............................ 9,309 8,218
Selling, general and administrative expenses............. 7,024 5,425
Net loss on disposal/write-down of assets................ 410 4
--------- ---------
Operating income......................................... 15,196 6,803
Interest expense......................................... (10,159) (6,003)
Amortization of financing costs.......................... (1,192) (208)
Interest and investment income........................... 24 64
--------- ---------
Earnings from continuing operations before income taxes.. 3,869 656
Provision for income taxes .............................. 1,603 265
--------- ---------
Earnings from continuing operations before
cumulative effect of change in accounting principle.... 2,266 391
Discontinued operations, net of income tax
provision (benefit) of $43 and ($179) (Note 6)......... 64 (268)
Cumulative effect of change in accounting principle
net of income tax benefit of $469 (Note 3)............. (704) -
--------- ---------
Net earnings............................................. $ 1,626 $ 123
========= =========
Net earnings (loss) per common share:
Basic
Continuing operations................................ $ 0.26 $ 0.04
Discontinued operations.............................. 0.01 (0.03)
Cumulative effect of change in accounting principle.. (0.08) -
--------- ---------
$ 0.19 $ 0.01
========= =========
Assuming dilution
Continuing operations................................ $ 0.26 $ 0.04
Discontinued operations.............................. 0.01 (0.03)
Cumulative effect of change in accounting principle.. (0.08) -
--------- ---------
$ 0.19 $ 0.01
========= =========
See accompanying notes to condensed consolidated financial statements.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months
Ended March 31,
----------------------------
2003 2002
--------- ---------
Cash flows from operating activities:
Net earnings.............................................. $ 1,626 $ 123
Adjustments to reconcile net earnings to net
cash provided (used) by operating activities:
Depreciation and amortization, including
discontinued operations............................. 9,373 8,563
Amortization of financing costs....................... 1,192 208
Deferred income taxes................................. 1,410 44
Cumulative effect of change in
accounting principle, net........................... 704 -
Net loss on the disposal/write-down of assets
included in continuing operations................... 410 4
Gain on disposal of discontinued operations........... (137) -
Tax refund received................................... 3,819 -
Other................................................. 124 261
Changes in operating assets and liabilities:
Increase in receivables............................. (7,182) (8,009)
Decrease (increase) in inventories.................. 8,104 (3,759)
Decrease in prepaid expenses and other.............. 544 706
Increase in accounts payable........................ 6,681 4,926
Increase (decrease) in accrued expenses............. 6,618 (5,629)
--------- ---------
Net cash provided (used) by operating activities............ 33,286 (2,562)
--------- ---------
Cash flows from investing activities:
Yorktown refinery acquisition deposit and costs........... - (10,158)
Capital expenditures...................................... (5,272) (2,332)
Contingent payment on Yorktown refinery acquisition....... (3,986) -
Proceeds from sale of property, plant and equipment
and other assets........................................ 2,608 32
--------- ---------
Net cash used by investing activities....................... (6,650) (12,458)
--------- ---------
Cash flows from financing activities:
Payments of long-term debt................................ (3,381) (12)
Proceeds from line of credit.............................. 23,000 -
Payments on line of credit................................ (33,000) -
Deferred financing costs.................................. (14) (1,564)
--------- ---------
Net cash used by financing activities....................... (13,395) (1,576)
--------- ---------
Net increase (decrease) in cash and cash equivalents........ 13,241 (16,596)
Cash and cash equivalents:
Beginning of period..................................... 10,168 26,326
--------- ---------
End of period........................................... $ 23,409 $ 9,730
========= =========
Significant Noncash Investing and Financing Activities. On January 1, 2003, in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for Asset
Retirement Obligations," the Company recorded an asset retirement obligation of $2,198,000,
asset retirement cost assets of $1,580,000 and related accumulated depreciation of $674,000.
The Company also reversed a previously recorded asset retirement obligation for $120,000,
and recorded a cumulative effective adjustment of $1,172,000 ($704,000 net of taxes). See
Note 3.
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION:
Giant Industries, Inc., a Delaware corporation (together with its
subsidiaries, "Giant" or the "Company"), through its wholly-owned
subsidiary Giant Industries Arizona, Inc. and its subsidiaries ("Giant
Arizona"), is engaged in the refining and marketing of petroleum products.
These operations are conducted on both the East Coast (primarily in
Virginia, Maryland, North and South Carolina and the New York Harbor) and
in the Southwest (primarily in New Mexico, Arizona, and Colorado, with a
concentration in the Four Corners area where these states adjoin). In
addition, Phoenix Fuel Co., Inc. ("Phoenix Fuel"), a wholly-owned
subsidiary of Giant Arizona, operates an industrial/commercial wholesale
petroleum products distribution operation primarily in Arizona. See Note 2
for a further discussion of Company operations.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America, hereafter referred to
as generally accepted accounting principles, for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments and reclassifications considered necessary for a fair and
comparable presentation have been included. These adjustments and
reclassifications are of a normal recurring nature, with the exception of
the cumulative effect of a change in accounting for asset retirement
obligations (see Note 3) and discontinued operations (see Note 6).
Operating results for the three months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year
ending December 31, 2003. The enclosed financial statements should be read
in conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2002.
On January 1, 2003, the Company adopted Financial Accounting
Standards Board ("FASB") SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires that the fair value of a liability
for an asset retirement obligation be recognized in the period in which it
is incurred if a reasonable estimate of fair value can be made. The
associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. See Note 3 for disclosures relating to
SFAS No. 143.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-
Based Compensation - Transition and Disclosure" ("SFAS No. 148"). SFAS No.
148 amends SFAS No. 123 to permit alternative methods of transition for
adopting a fair value based method of accounting for stock-based employee
compensation. The Company uses the intrinsic value method to account for
stock-based employee compensation. The Company is evaluating whether or
not it will adopt the transition provisions of SFAS No. 148 in 2003. See
Note 7 for disclosures relating to SFAS No. 148.
On January 1, 2003, the Company adopted the provisions of FASB
Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others"
("Interpretation No. 45"). Interpretation No. 45 elaborates on existing
disclosure requirements for guarantees and clarifies that a guarantor is
required to recognize, at the inception of a guarantee, a liability for
the fair value of the obligation undertaken in issuing the guarantee. The
initial recognition and measurement provisions of Interpretation No. 45
apply on a prospective basis to guarantees issued or modified after
December 31, 2002. The adoption of Interpretation No. 45 had no affect on
the Company's financial statements.
In January 2003, the FASB issued FASB Interpretation No. 46
"Consolidation of Variable Interest Entities" ("Interpretation No. 46").
Interpretation No. 46 clarifies the application of existing consolidation
requirements to entities where a controlling financial interest is
achieved through arrangements that do not involve voting interests. Under
Interpretation No. 46, a variable interest entity is consolidated if a
company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the
entity's residual returns. Interpretation No. 46 applies to variable
interest entities created or acquired after January 31, 2003. For variable
interest entities existing at January 31, 2003, Interpretation No. 46 is
effective for accounting periods beginning after June 15, 2003. The
application of Interpretation No. 46 is not expected to have a material
effect on the Company's financial statements.
In 2001, the American Institute of Certified Public Accountants
("AICPA") issued an exposure draft of a proposed Statement of Position
("SOP"), "Accounting for Certain Costs Related to Property, Plant, and
Equipment." This proposed SOP would create a project timeline framework
for capitalizing costs related to property, plant and equipment
construction. It would require that property, plant and equipment assets
be accounted for at the component level and require administrative and
general costs incurred in support of capital projects to be expensed in
the current period. In February 2003, the FASB determined that the AICPA
should continue their deliberations on certain aspects of the proposed
SOP.
Certain reclassifications have been made to the 2002 financial
statements and notes to conform to the financial statement classifications
used in the current year. These reclassifications relate primarily to the
discontinued operation requirements of SFAS No. 144. These
reclassifications had no effect on reported earnings or stockholders'
equity.
NOTE 2 - BUSINESS SEGMENTS:
The Company is organized into three operating segments based on
manufacturing and marketing criteria. These segments are the Refining
Group, the Retail Group and Phoenix Fuel. A description of each segment
and its principal products follows:
- Refining Group: The Refining Group operates the Company's Ciniza
and Bloomfield refineries in the Four Corners area of New Mexico
and the Yorktown refinery in Virginia. In addition to these three
refineries, the refining group operates a crude oil gathering
pipeline system in New Mexico that services the Four Corners
refineries, two finished products distribution terminals, and a
fleet of crude oil and finished product truck transports. The
Company's three refineries manufacture various grades of gasoline,
diesel fuel, and other products from crude oil, other feedstocks,
and blending components. In addition, finished products are
acquired through exchange agreements, from third party suppliers
and from Phoenix Fuel. These products are sold through Company-
operated retail facilities, independent wholesalers and retailers,
industrial/commercial accounts, and sales and exchanges with major
oil companies. Crude oil, other feedstocks and blending components
are purchased from third party suppliers.
- Retail Group: The Retail Group operates the Company's service
stations with convenience stores or kiosks and one travel center.
These operations sell various grades of gasoline, diesel fuel,
general merchandise, including tobacco and alcoholic and
nonalcoholic beverages, and food products to the general public
through retail locations. The Refining Group or Phoenix Fuel
supplies the petroleum fuels sold by the Retail Group. General
merchandise and food products are obtained from third party
suppliers. At March 31, 2003, the Company operated 134 service
stations.
- Phoenix Fuel: The Company's Phoenix Fuel operation is an
industrial/commercial wholesale petroleum products distribution
operation, which includes several lubricant and bulk petroleum
distribution plants, an unmanned fleet fueling ("cardlock")
operation, a bulk lubricant terminal facility, and a fleet of
finished product and lubricant delivery trucks. The petroleum fuels
and lubricants sold are primarily obtained from third party
suppliers and to a lesser extent from the Refining Group.
Other Company operations that are not included in any of the three
segments are included in the category "Other." These operations consist
primarily of corporate staff operations, including selling, general and
administrative ("SG&A") expenses.
Operating income for each segment consists of net revenues less cost
of products sold, operating expenses, depreciation and amortization, and
the segment's SG&A expenses. The sales between segments are made at market
prices. Cost of products sold reflects current costs adjusted, where
appropriate, for the last in, first out ("LIFO") method of valuing certain
inventories and lower of cost or market inventory adjustments.
The total assets of each segment consist primarily of net property,
plant and equipment, inventories, accounts receivable and other assets
directly associated with the segment's operations. Included in the total
assets of the corporate staff operations are a majority of the Company's
cash and cash equivalents, various accounts receivable, net property,
plant and equipment, and other long-term assets.
Disclosures regarding the Company's reportable segments with a
reconciliation to consolidated totals for the three months ended March 31,
2003 and 2002, are presented below.
As of and for the Three Months Ended March 31, 2003 (In thousands)
----------------------------------------------------------------
Refining Retail Phoenix Reconciling
Group Group Fuel Other Items Consolidated
----------------------------------------------------------------
Customer net revenues:
Finished products:
Four Corners operations.............. $ 78,551
Yorktown operations.................. 208,067
--------
Total................................ $286,618 $ 51,743 $102,635 $ - $ - $ 440,996
Merchandise and lubricants............. - 30,934 6,010 - - 36,944
Other.................................. 9,962 4,034 799 65 - 14,860
-------- -------- -------- -------- --------- ----------
Total................................ 296,580 86,711 109,444 65 - 492,800
-------- -------- -------- -------- --------- ----------
Intersegment net revenues:
Finished products...................... 46,013 - 12,634 - (58,647) -
Other.................................. 4,020 - - - (4,020) -
-------- -------- -------- -------- --------- ----------
Total................................ 50,033 - 12,634 - (62,667) -
-------- -------- -------- -------- --------- ----------
Total net revenues....................... 346,613 86,711 122,078 65 (62,667) 492,800
Net revenues of discontinued operations.. - 2,276 - - - 2,276
-------- -------- -------- -------- --------- ----------
Net revenues of continuing operations.... $346,613 $ 84,435 $122,078 $ 65 $ (62,667) $ 490,524
======== ======== ======== ======== ========= ==========
Operating income (loss):
Four Corners operations................ $ 9,503
Yorktown operations.................... 8,358
--------
Total operating income (loss)............ $ 17,861 $ 1,033 $ 1,606 $ (4,924) $ (273) $ 15,303
Discontinued operations.................. - (30) - - 137 107
-------- -------- -------- -------- --------- ----------
Operating income (loss)
from continuing operations............. $ 17,861 $ 1,063 $ 1,606 $ (4,924) $ (410) $ 15,196
-------- -------- -------- -------- ---------
Interest expense......................... (10,159)
Amortization of financing costs (1,192)
Interest income.......................... 24
----------
Earnings from continuing operations
before income taxes.................... $ 3,869
==========
Depreciation and amortization:
Four Corners operations................ $ 3,981
Yorktown operations.................... 1,734
--------
Total................................ $ 5,715 $ 2,829 $ 454 $ 375 $ - $ 9,373
Discontinued operations.............. - 64 - - - 64
-------- -------- -------- -------- --------- ----------
Continuing operations................ $ 5,715 $ 2,765 $ 454 $ 375 $ - $ 9,309
-------- -------- -------- -------- --------- ----------
Total assets............................. $429,325 $128,043 $ 70,828 $ 79,003 $ - $ 707,199
Capital expenditures..................... $ 4,787 $ 254 $ 205 $ 26 $ - $ 5,272
Yorktown refinery acquisition
contingent payment..................... $ 3,986 $ - $ - $ - $ - $ 3,986
As of and for the Three Months Ended March 31, 2002 (In thousands)
-----------------------------------------------------------------
Refining Retail Phoenix Reconciling
Group Group Fuel Other Items Consolidated
-------- -------- -------- ------- ----------- ------------
Customer net revenues:
Finished products...................... $ 52,310 $ 39,419 $ 56,782 $ - $ - $148,511
Merchandise and lubricants............. - 32,837 5,968 - - 38,805
Other.................................. 1,843 3,959 578 50 - 6,430
-------- -------- -------- ------- -------- --------
Total................................ 54,153 76,215 63,328 50 - 193,746
-------- -------- -------- ------- -------- --------
Intersegment net revenues:
Finished products...................... 29,592 - 12,306 - (41,898) -
Other.................................. 4,473 - - - (4,473) -
-------- -------- -------- ------- -------- --------
Total................................ 34,065 - 12,306 - (46,371) -
-------- -------- -------- ------- -------- --------
Total net revenues....................... 88,218 76,215 75,634 50 (46,371) 193,746
Net revenues of discontinued operations.. - 7,310 - - - 7,310
-------- -------- -------- ------- -------- --------
Net revenues of continuing operations.... $ 88,218 $ 68,905 $ 75,634 $ 50 $(46,371) $186,436
======== ======== ======== ======= ======== ========
Operating income (loss).................. $ 9,050 $ (689) $ 1,473 $(3,474) $ (4) $ 6,356
Discontinued operations.................. - (447) - - - (447)
-------- -------- -------- ------- -------- --------
Operating income (loss)
from continuing operations $ 9,050 $ (242) $ 1,473 $(3,474) $ (4) $ 6,803
-------- -------- -------- ------- --------
Interest expense......................... (6,003)
Amortization of financing costs (208)
Interest income.......................... 64
--------
Earnings from continuing operations
before income taxes.................... $ 656
========
Depreciation and amortization............ $ 4,549 $ 3,200 $ 538 $ 276 $ - $ 8,563
Discontinued operations................ - 345 - - - 345
-------- -------- -------- ------- -------- --------
Continuing operations.................. $ 4,549 $ 2,855 $ 538 $ 276 $ - $ 8,218
-------- -------- -------- ------- -------- --------
Total assets............................. $235,682 $155,653 $ 65,230 $50,002 $ - $506,567
Capital expenditures..................... $ 890 $ 308 $ 216 $ 918 $ - $ 2,332
NOTE 3 - ASSET RETIREMENT OBLIGATIONS:
On January 1, 2003, the Company adopted SFAS No. 143, "Accounting for
Asset Retirement Obligations." SFAS No. 143 addresses financial accounting
and reporting obligations associated with the retirement of tangible long-
lived assets and the associated asset retirement costs. This Statement
applies to all entities. It addresses legal obligations associated with
the retirement of long-lived assets that result from the acquisition,
construction, development and/or the normal operation of a long-lived
asset, except for certain obligations of lessees. As used in this
Statement, a legal obligation is an obligation that a party is required to
settle as a result of an existing or enacted law, statue, ordinance, or
written or oral contract or by legal construction of a contract under the
doctrine of promissory estoppel.
This Statement requires that the fair value of a liability for an
Asset Retirement Obligation ("ARO") be recognized in the period in which
it is incurred if a reasonable estimate of fair value can be made. The
associated Asset Retirement Cost ("ARC") is capitalized as part of the
carrying amount of the long-lived asset. To initially recognize the
Company's ARO liability, the Company capitalized the fair value of all
ARO's identified by the Company, calculated as of the date the liability
would have been recognized were SFAS No. 143 in effect at that time. In
accordance with SFAS No. 143, the Company also recognized the cumulative
accretion and accumulated depreciation from the date the liability would
have been recognized had the provisions of SFAS No. 143 been in effect, to
January 1, 2003, the date of adoption by the Company. As a result, on
January 1, 2003, the Company recorded an ARO liability of $2,198,000, ARC
assets of $1,580,000 and related accumulated depreciation of $674,000. The
Company also reversed a previously recorded asset retirement obligation
for $120,000, and recorded a cumulative effective adjustment of $1,172,000
($704,000 net of taxes).
The following ARO's were identified by the Company:
1. Landfills - pursuant to Virginia law, the two solid waste
management facilities at the Yorktown refinery must satisfy
closure and post-closure care and financial responsibility
requirements.
2. Crude Pipelines - the Company's right-of-way agreements
generally require that pipeline properties be returned to
their original condition when the agreements are no longer in
effect. This means that the pipeline surface facilities must
be dismantled and removed and certain site reclamation
performed. The Company does not believe these right-of-way
agreements will require the Company to remove the underground
pipe upon taking the pipeline permanently out of service.
Regulatory requirements, however, may mandate that such
out-of-service underground pipe be purged.
3. Storage Tanks - the Company has a legal obligation under
applicable law to remove all underground and aboveground
storage tanks, both on owned property and leased property,
once they are taken out of service. Under some lease
arrangements, the Company also has committed to restore the
leased property to its original condition.
The following table reconciles the beginning and ending aggregate
carrying amount of the Company's ARO's for the three and twelve month
periods ended March 31, 2003 and December 31, 2002, respectively.
March 31, December 31,
2003 2002
--------- ------------
(In thousands)
Liability beginning of year........... $2,198 $1,719
Liabilities incurred.................. - 340
Liabilities settled................... - -
Accretion expense..................... 45 139
Revision to estimated cash flows...... - -
------ ------
Liability end of period............... $2,243 $2,198
====== ======
The effect of the change for the first quarter of 2003 was to reduce
earnings before the cumulative effect of change in accounting principle by
approximately $46,000 or a half a cent per share.
The pro forma information below for the three months ended March 31,
2002 reflects the effects of additional depreciation and accretion expense
net of related income taxes as if the requirements of SFAS No. 143 were in
effect as of the beginning of the period.
Three Months
Ended March 31, 2002
--------------------
(In thousands)
Earnings from continuing operations.............. $ 353
Loss from discontinued operations................ (268)
------
$ 85
======
Net earnings (loss) per common share:
Basic and assuming dilution:
Continuing operations........................ $ 0.04
Discontinued operations...................... (0.03)
------
$ 0.01
======
NOTE 4 - YORKTOWN ACQUISITION:
On May 14, 2002, the Company acquired the 61,900 bpd Yorktown
refinery from BP Corporation North America Inc. and BP Products North
America Inc. (collectively, "BP").
As part of the Yorktown acquisition, the Company agreed to pay to BP
earn-out payments, beginning in 2003 and concluding at the end of 2005, up
to a maximum of $25,000,000 when the average monthly spreads for regular
reformulated gasoline or No. 2 distillate over West Texas Intermediate
equivalent light crude oil on the New York Mercantile Exchange exceed
$5.50 or $4.00 per barrel, respectively. In the first quarter of 2003, the
Company incurred $3,986,000 under this provision of the purchase
agreement. These earn-out payments are considered additional purchase
price and are 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. No material adjustments have been made to the Company's
initial allocation of the purchase price of the Yorktown refinery except
as noted above.
The following unaudited pro forma financial information for the three
months ended March 31, 2002 gives effect to the: (i) Yorktown acquisition;
(ii) financing transactions entered into in connection with the Yorktown
acquisition; and (iii) redemption of the Company's $100,000,000 of 9 3/4%
Senior Subordinated Notes due 2003 (the "9 3/4% Notes"), which occurred on
June 28, 2002, as if each had occurred at the beginning of the period
presented. The pro forma results were determined using estimates and
assumptions, which management believes to be reasonable, based upon
limited available information from BP. This pro forma information is not
necessarily indicative of the results of future operations.
Three Months
Ended March 31, 2002
--------------------
(In thousands, except
per share data)
Revenues from continuing operations.............. $321,136
Net loss from continuing operations.............. $ (8,785)
Net loss......................................... $ (9,053)
Net loss from continuing operation per share:
Basic.......................................... $ (1.03)
Diluted........................................ $ (1.03)
Net loss per share:
Basic.......................................... $ (1.06)
Diluted........................................ $ (1.06)
NOTE 5 -Goodwill and Other Intangible Assets:
At March 31, 2003 and December 31, 2002, the Company had goodwill of
$19,414,000 and $19,465,000, respectively.
The changes in the carrying amount of goodwill for the three months
ended March 31, 2003 are as follows:
Refining Retail Phoenix
Group Group Fuel Total
-------- ------- ------- -------
(In thousands)
Balance as of January 1, 2003......... $ 125 $ 4,618 $14,722 $19,465
Goodwill written off related
to the sale of two retail units..... - (51) - (51)
------- ------- ------- -------
Balance as of March 31, 2003.......... $ 125 $ 4,567 $14,722 $19,414
======= ======= ======= =======
A summary of intangible assets that are included in "Other Assets" in
the Consolidated Balance Sheet at March 31, 2003 is presented below:
Gross Net
Carrying Accumulated Carrying
Value Amortization Value
-------- ------------ --------
(In thousands)
Amortized intangible assets:
Rights-of-way.......................... $ 3,564 $ 2,418 $ 1,146
Contracts.............................. 3,971 3,506 465
Licenses and permits................... 786 81 705
------- ------- -------
8,321 6,005 2,316
------- ------- -------
Unamortized intangible assets:
Liquor licenses........................ 7,409 - 7,409
------- ------- -------
Total intangible assets.................. $15,730 $ 6,005 $ 9,725
======= ======= =======
NOTE 6 - DISCONTINUED OPERATIONS, ASSETS HELD FOR SALE, AND DISPOSITIONS:
Earnings from discontinued operations before income taxes of $107,000
for the three months ended March 31, 2003 include a gain on the disposal
of two retail units, one of which was closed, of $137,000, which is net of
$51,000 of associated goodwill, and net operating losses of $30,000
relating to the ongoing operations of five retail units that are held for
sale and one of the units that was sold. Losses from discontinued
operations before income taxes of $447,000 for the three months ended
March 31, 2002 relate to various retail units qualifying for discontinued
operations reporting under SFAS No. 144 adopted by the Company in 2002.
Included in "Other Assets" as assets held for sale in the
accompanying Condensed Consolidated Balance Sheets are the following
categories of assets. All of these assets are being marketed for sale. In
the first quarter of 2003, one closed retail unit was sold and impairment
write-downs of $400,000 were recorded relating to various other assets.
March 31, 2003 December 31, 2002
-------------- -----------------
(In thousands)
Operating retail units included in
discontinued operations:
Property, plant and equipment..................... $ 902 $ 3,088
Inventories....................................... 243 324
------- -------
1,145 3,412
Vacant land - residential/commercial property......... 6,278 6,351
Closed retail units................................... 1,767 2,376
Vacant land - industrial site......................... 1,596 1,596
Vacant land - adjacent to retail units................ 1,189 1,201
------- -------
$11,975 $14,936
======= =======
Included in discontinued operations is the following operating
information.
Three Months
Ended March 31,
-------------------
2003 2002
-------- --------
(In thousands)
Revenues......................................... $ 2,276 $ 7,310
Pre-tax operating losses......................... $ (30) $ (447)
NOTE 7 - EARNINGS PER SHARE AND STOCK-BASED COMPENSATION:
The following table sets forth the computation of basic and diluted
earnings (loss) per share:
Three Months
Ended March 31,
---------------------
2003 2002
--------- ---------
Numerator (In thousands)
Earnings from continuing operations.............. $ 2,266 $ 391
Earnings (loss) from discontinued operations..... 64 (268)
Cumulative effect of change in
accounting principle........................... (704) -
--------- ---------
Net earnings..................................... $ 1,626 $ 123
========= =========
Three Months
Ended March 31,
---------------------
2003 2002
--------- ---------
Denominator
Basic - weighted average shares outstanding...... 8,571,779 8,553,879
Effect of dilutive stock options................. 42,861 17,843
--------- ---------
Diluted - weighted average shares outstanding.... 8,614,640 8,571,722
========= =========
Three Months
Ended March 31,
---------------------
2003 2002
-------- ---------
Basic Earnings Per Share
Earnings from continuing operations.............. $ 0.26 $ 0.04
Earnings (loss) from discontinued operations..... 0.01 (0.03)
Cumulative effect of change in
accounting principle........................... (0.08) -
--------- ---------
Net earnings..................................... $ 0.19 $ 0.01
========= =========
Three Months
Ended March 31,
---------------------
2003 2002
--------- ---------
Diluted Earnings Per Share
Earnings from continuing operations.............. $ 0.26 $ 0.04
Earnings (loss) from discontinued operations..... 0.01 (0.03)
Cumulative effect of change in
accounting principle........................... (0.08) -
--------- ---------
Net earnings..................................... $ 0.19 $ 0.01
========= =========
On April 3, 2003, the Company contributed 213,776 newly issued shares
of its common stock to its 401(k) plan as a discretionary contribution for
the year 2002.
On April 5, 2003, 47,750 out-of-the-money stock options granted in
1993 expired.
On May 9, 2003, the Company granted 140,500 stock options under its
1998 Stock Incentive Plan.
At March 31, 2003, there were 8,571,779 shares of the Company's
common stock outstanding. There were no transactions subsequent to March
31, 2003, except as described above, that if the transactions had occurred
before March 31, 2003, would materially change the number of common shares
or potential common shares outstanding as of March 31, 2003.
The Company uses the intrinsic value method to account for stock-
based employee compensation. If the Company had elected to recognize
compensation costs based on the fair value at the date of grant,
consistent with the provision of SFAS No. 123 "Accounting for Stock-Based
Compensation," the Company's net earnings and basic and diluted earnings
per share for the three months ended March 31, 2003 and 2002 would have
been lower by approximately $60,000 and $0.01 per share and $78,000 and
$0.01 per share, respectively.
NOTE 8 - INVENTORIES:
March 31, 2003 December 31, 2002
-------------- -----------------
(In thousands)
First-in, first-out ("FIFO") method:
Crude oil............................ $ 32,545 $ 34,192
Refined products..................... 70,953 59,896
Refinery and shop supplies........... 11,636 11,362
Merchandise.......................... 3,096 3,374
Retail method:
Merchandise.......................... 8,790 8,834
-------- --------
Subtotal........................... 127,020 117,658
Adjustment for last-in,
first-out ("LIFO") method............ (27,028) (9,641)
-------- --------
Total.............................. $ 99,992 $108,017
======== ========
The portion of inventories valued on a LIFO basis totaled $69,326,000
and $70,329,000 at March 31, 2003 and December 31, 2002, respectively. The
following data will facilitate comparison with the operating results of
companies using the FIFO method of inventory valuation.
If inventories had been determined using the FIFO method at March 31,
2003 and 2002, net earnings and diluted earnings per share amounts for the
three months ended March 31, 2003 and 2002, would have been higher (lower)
by $10,432,000 and $1.21, and $(89,000) and $(0.01), respectively.
For interim reporting purposes, inventory increments expected to be
liquidated by year-end are valued at the most recent acquisition costs,
and inventory liquidations that are expected to be reinstated by year end
are ignored for LIFO inventory valuation calculations. The LIFO effects of
inventory increments not expected to be liquidated by year-end, and the
LIFO effects of inventory liquidations not expected to be reinstated by
year-end, are recorded in the period such increments and liquidations
occur.
NOTE 9 - DERIVATIVE INSTRUMENTS:
The Company is exposed to various market risks, including changes in
certain commodity prices and interest rates. To manage the volatility
relating to these normal business exposures, the Company, from time to
time, uses commodity futures and options contracts to reduce price
volatility, to fix margins in its refining and marketing operations and to
protect against price declines associated with its crude oil and finished
products inventories.
In the first quarter of 2003, the Company entered into various crude
oil futures contracts in order to economically hedge crude oil inventories
and purchases for the Yorktown refinery operations. For the three months
ended March 31, 2003, the Company recognized losses on these contracts of
approximately $1,433,000 in cost of products sold. These transactions did
not qualify for hedge accounting in accordance with SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," as
amended, and accordingly were marked to market each month. There were no
open crude oil futures contracts or other commodity derivative contracts
at March 31, 2003, except as discussed below.
At March 31, 2003, the Company had 60 open gasoline futures contracts
relating to a purchase requirement for certain Yorktown refinery
feedstocks. These contracts reflected an unrealized gain of approximately
$33,000 at March 31, 2003, and were closed out April 2, 2003, at a loss of
approximately $161,000.
NOTE 10 - LONG-TERM DEBT:
Long-term debt consists of the following:
March 31, 2003 December 31, 2002
-------------- -----------------
(In thousands)
11% senior subordinated notes, due 2012, net
of unamortized discount of $5,563 and $5,651,
interest payable semi-annually...................... $194,437 $194,349
9% senior subordinated notes, due 2007,
interest payable semi-annually...................... 150,000 150,000
Senior secured revolving credit facility, due 2005,
floating interest rate, interest payable monthly.... 15,000 25,000
Senior secured mortgage loan facility, due 2005,
floating interest rate, principal and interest
payable monthly..................................... 28,889 32,222
Capital lease obligations, 11.3%, due
through 2007, interest payable monthly.............. 6,664 6,703
Other................................................. 38 46
-------- --------
Subtotal............................................ 395,028 408,320
Less current portion.................................. (8,917) (10,251)
-------- --------
Total............................................... $386,111 $398,069
======== ========
Repayment of both the 11% and 9% senior subordinated notes
(collectively, 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
specified in the indentures 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.
Separate financial statements of the Company's subsidiaries are not
included herein because 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;
the subsidiaries are jointly and severally liable for the repayment of the
Notes; and the separate financial statements and other disclosures
concerning the subsidiaries are not deemed by the Company to be material
to investors.
The Company has a $100,000,000 three-year senior secured revolving
credit facility (the "Credit Facility") with a group of banks. The Company
also has a $40,000,000 three-year senior secured mortgage loan facility
(the "Loan Facility") with a group of financial institutions.
The Credit Facility is primarily a working capital and letter of
credit facility. The availability of funds under this facility is the
lesser of (i) $100,000,000, or (ii) the amount determined under a
borrowing base calculation tied to the eligible accounts receivable and
inventories. At March 31, 2003, the availability of funds under the Credit
Facility was $100,000,000. There were $15,000,000 in direct borrowings
outstanding under this facility at March 31, 2003, and there were
approximately $38,468,000 of irrevocable letters of credit outstanding,
primarily to crude oil suppliers, insurance companies and regulatory
agencies. On May 1, 2003, there were $15,000,000 in direct borrowings
outstanding under this facility and there were approximately $39,368,000
of irrevocable letters of credit outstanding.
The interest rate applicable to the Credit Facility is tied to
various short-term indices. At March 31, 2003, this rate was approximately
5.1% per annum. The Company is required to pay a quarterly commitment fee
of 0.50% per annum of the unused amount of the facility.
The obligations under the Credit Facility are guaranteed by each of
the Company's principal subsidiaries and secured by a security interest in
the personal property of the Company and the personal property of the
Company's subsidiaries, including accounts receivable, inventory,
contracts, chattel paper, trademarks, copyrights, patents, license rights,
deposit and investment accounts and general intangibles. The obligations
under the Credit Facility also are secured by first priority liens on the
Bloomfield and Ciniza refineries, including the land, improvements,
equipment and fixtures related to the refineries; certain identified New
Mexico service station/convenience stores; the stock of the Company's
various direct and indirect subsidiaries; and all proceeds and products of
this additional collateral. The lenders under the Loan Facility are
entitled to participate with the lenders under the Credit Facility in this
additional collateral pro rata based on the obligations owed by the
Company under the Credit Facility and the Loan Facility.
The Credit Facility contains negative covenants limiting, among other
things, the ability of the Company and its subsidiaries to incur
additional indebtedness; create liens; dispose of assets; make capital
expenditures through 2003; consolidate or merge; make loans and
investments; enter into transactions with affiliates; use loan proceeds
for certain purposes; guarantee obligations and incur contingent
obligations; enter into agreements restricting the ability of subsidiaries
to pay dividends to the Company; make distributions or stock repurchases;
make significant changes in accounting practices or change the Company's
fiscal year; and except on terms acceptable to the senior secured lenders,
to prepay or modify subordinated indebtedness.
The Credit Facility also requires the Company to meet certain
financial covenants, each calculated on a pro forma basis for the Yorktown
acquisition, including maintaining a minimum consolidated tangible net
worth, a minimum fixed charge coverage ratio, a total leverage ratio, and
a senior leverage ratio of consolidated senior indebtedness to
consolidated Earnings Before Income Tax, Depreciation and Amortization
("EBITDA"); and achieve a minimum quarterly consolidated EBITDA. The
Company also is required to prepay any outstanding principal amount of the
Credit Facility by $15,000,000 from the proceeds of asset sales occurring
between October 1, 2002 and June 30, 2003. Proceeds of approximately
$8,713,000 were used to reduce the outstanding principal balance of the
Credit Facility as of March 31, 2003.
Pursuant to the Loan Facility, the Company issued notes to the
lenders, which bear interest at a rate that is tied to various short-term
indices. At March 31, 2003, this rate was approximately 6.8% per annum.
The remainder of the notes fully amortize during the three-year term as
follows: 2003 - $6,889,000, 2004 - $11,111,000, and 2005 - $10,889,000.
The Loan Facility is secured by the Yorktown refinery property,
fixtures and equipment, excluding inventory, accounts receivable and other
Yorktown refinery assets securing the Credit Facility. The Company and its
principal subsidiaries also guarantee the loan and have granted the
lenders the same additional collateral as described above in connection
with the Credit Facility. The Loan Facility contains the same negative
covenants as in the Credit Facility and requires the Company to meet the
same financial covenants as in the Credit Facility.
The Company's failure to satisfy any of the covenants in the Credit
Facility and the Loan Facility is an event of default under both
facilities. Both facilities also include other customary events of
default, including, among other things, a cross-default to the Company's
other material indebtedness and certain changes of control.
NOTE 11 - COMMITMENTS AND CONTINGENCIES:
Various legal actions, claims, assessments and other contingencies
arising in the normal course of the Company's business, including those
matters described below, are pending against the Company and certain of
its subsidiaries. Certain of these matters involve or may involve
significant claims for compensatory, punitive or other damages. These
matters are subject to many uncertainties, and it is possible that some of
these matters could be ultimately decided, resolved or settled adversely.
The Company has recorded accruals for losses related to those matters that
it considers to be probable and that can be reasonably estimated. Although
the ultimate amount of liability at March 31, 2003, that may result from
those matters for which the Company has recorded accruals is not
ascertainable, the Company believes that any amounts exceeding the
Company's recorded accruals should not materially affect the Company's
financial condition. It is possible, however, that the ultimate resolution
of these matters could result in a material adverse effect on the
Company's results of operations for a particular reporting period.
Federal, state and local laws and regulations relating to the
environment, health, and safety 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 brought by either governmental authorities or private parties,
alleging non-compliance with environmental, health, and safety laws and
regulations, or property damage or personal injury caused by the
environmental, health, or safety impacts of current or historic
operations. 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 or by its predecessors.
Future expenditures related to compliance with environmental, health,
and safety laws and regulations, the investigation and remediation of
contamination, and the defense or settlement of governmental or private
property claims and lawsuits cannot be reasonably quantified in many
circumstances for various reasons. These reasons include 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 that may be available to the Company and changing
environmental, health, and safety laws, regulations, and their respective
interpretations.
ENVIRONMENTAL ACCRUALS
As of March 31, 2003 and December 31, 2002, the Company had
environmental liability accruals of approximately $8,112,000 and
$8,367,000, respectively, which are summarized below. Environmental
accruals are recorded in the current and long-term sections of the
Company's Condensed Consolidated Balance Sheets.
Summary of Environmental Contingencies
(In thousands)
As of Increase As of
12/31/02 (Decrease) Payments 03/31/03
-------- ---------- -------- --------
Farmington Refinery....................... $ 570 $ - $ - $ 570
Ciniza - Land Treatment Facility.......... 189 - - 189
Bloomfield Tank Farm (Old Terminal)....... 89 - (19) 70
Ciniza - Solid Waste Management Units..... 275 - - 275
Bloomfield Refinery....................... 310 - (17) 293
Ciniza Well Closures...................... 100 - - 100
Retail Service Stations - Various......... 119 - (4) 115
Yorktown Refinery......................... 6,715 - (215) 6,500
------- ------- ------- -------
Totals................................. $ 8,367 $ - $ (255) $ 8,112
======= ======= ======= =======
At March 31, 2003, approximately $7,433,000 of these accruals were
for the following projects: (i) the remediation of the hydrocarbon plume
that appears to extend no more than 1,800 feet south of the Company's
inactive Farmington refinery; (ii) environmental obligations assumed in
connection with the acquisitions of the Yorktown refinery and the
Bloomfield refinery; and (iii) hydrocarbon contamination on and adjacent
to the 5.5 acres that the Company owns in Bloomfield, New Mexico. The
remaining amount of the accrual relates to the closure of certain solid
waste management units at the Ciniza refinery, which is being conducted in
accordance with the refinery's Resource Conservation and Recovery Act
permit; closure of the Ciniza refinery land treatment facility including
post-closure expenses; estimated monitoring well closure costs at the
Ciniza refinery; and amounts for smaller remediation projects.
NOTICES OF VIOLATION AT FOUR CORNERS REFINERIES
In June 2002, the Company received a draft compliance order from the
New Mexico Environment Department ("NMED") in connection with five alleged
violations of air quality regulations at the Ciniza refinery. These
alleged violations relate to an inspection completed in April 2001.
Potential penalties could be as high as $564,000.
In August 2002, the Company received a compliance order from NMED in
connection with four alleged violations of air quality regulations at the
Bloomfield refinery. These alleged violations relate to an inspection
completed in September 2001. Potential penalties could be as high as
$120,000.
The Company has provided information to NMED with respect to both of
the above matters that may result in the modification or dismissal of some
of the alleged violations and reductions in the amount of potential
penalties. The Company is engaged in ongoing discussions with NMED
concerning the information provided by the Company.
FARMINGTON REFINERY MATTERS
In 1973, the Company constructed the Farmington refinery that 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 the supervision of
the New Mexico Oil Conservation Division ("OCD"), although no cleanup
order has been received. The Company's environmental reserve for this
matter is approximately $570,000.
LEE ACRES LANDFILL
The Farmington refinery 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 (the "BLM"). Industrial and municipal wastes were disposed
of in the Landfill by numerous sources. While the Landfill was
operational, the Company used it to dispose of office trash, maintenance
shop trash, used tires and water from the Farmington refinery's
evaporation pond.
The 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.
BLM made a proposed plan of action for the Landfill available to the
public in 1996. Remediation alternatives examined by BLM in connection
with the development of its proposed plan ranged in projected cost from no
cost to approximately $14,500,000. BLM proposed the adoption of a remedial
action alternative that it believes would cost approximately $3,900,000 to
implement. BLM's $3,900,000 cost estimate is based on certain assumptions
that 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.
BLM has received public comment on its proposed plan. The final
remedy for the site, however, has not yet been selected. Although the
Company was given reason to believe that a final remedy would be selected
in 2002, that selection did not occur. The Company has been advised that
the site remedy may be announced in 2003. In 1989, a consultant to the
Company estimated, based on various assumptions, that the Company's share
of potential liability could be approximately $1,200,000. This amount was
based upon estimated Landfill remediation costs significantly higher than
those being proposed by BLM. The amount also was 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, but did not include an analysis of all 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. Although it is possible that the Company may ultimately incur
liability for clean-up costs associated with the Landfill, a reasonable
estimate of the amount of this liability, if any, cannot be made at this
time because, among other reasons, the final site remedy has not been
selected, a number of entities had involvement at the site, allocation of
responsibility among potentially responsible parties has not yet been
made, and potentially applicable factual and legal issues have not been
resolved. The Company has not recorded a liability in relation to BLM's
proposed plan because the amount of any potential liability is currently
not determinable.
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 also may 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 also may 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 ENVIRONMENTAL OBLIGATIONS
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 the Resource Conservation and Recovery
Act (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. EPA has delegated its
oversight authority over the Order to NMED's Hazardous Waste Bureau
("HWB"). In 2000, the OCD approved the groundwater discharge permit for
the refinery, which included an abatement plan that addressed the
Company's environmental obligations under the Order. Discussions between
OCD, HWB and the Company have resulted in revisions to the abatement plan.
As of March 31, 2003, the Company had an accrual of $293,000 for
remediation expenses associated with the abatement plan, and anticipates
that these expenses will be incurred through approximately 2018.
BLOOMFIELD TANK FARM (OLD TERMINAL)
The Company has discovered hydrocarbon contamination adjacent to a
55,000 barrel crude oil storage tank (the "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,
to the Company's knowledge, ceased operations in the early 1960s. The
Company received approval to conduct a pilot bioventing project to address
remaining contamination at the site, which was completed in June 2001.
Based on the results of the pilot project, the Company submitted a
remediation plan to OCD proposing the use of bioventing to address the
remaining contamination. This remediation plan was approved by OCD in June
2002. The Company anticipates that it will incur soil remediation expenses
through approximately 2004 in connection with the bioventing plan followed
by continued groundwater monitoring and testing until natural attenuation
has completed the process of groundwater remediation. At March 31, 2003,
the Company had an environmental accrual of $70,000 for this matter.
YORKTOWN ENVIRONMENTAL LIABILITIES
The Company assumed certain liabilities and obligations in connection
with its purchase of the Yorktown refinery from BP, but was provided with
specified levels of indemnification for certain matters. These liabilities
and obligations include, subject to certain exceptions and
indemnifications, all obligations, responsibilities, liabilities, costs
and expenses under environmental, health, and safety laws that are caused
by, arise from, or are incurred in connection with or relate in any way to
the ownership or operation of the refinery. The Company has agreed to
indemnify BP from and against losses of any kind incurred in connection
with or related to liabilities and obligations assumed by the Company. The
Company only has limited indemnification rights against BP.
Environmental obligations assumed by the Company include BP's
responsibilities under a consent decree among various parties covering
many locations. Parties to the consent decree include the United States,
BP Exploration and Oil Co., Amoco Oil Company, and Atlantic Richfield
Company. The Company assumed BP's responsibilities as of January 18, 2001,
the date the consent decree was lodged with the court. As applicable to
the Yorktown refinery, the consent decree requires, among other things,
reduction of NOx, SO2 and particulate matter emissions and adoption of
enhancements to the refinery's leak detection and repair program. The
Company estimates that it will incur capital expenditures in the
approximate amount of $20,000,000 to $27,000,000 to comply with the
Consent Decree and that these costs will be incurred over a period of
approximately five years, although the Company believes most of the
expenditures will be incurred in 2006. In addition, the Company estimates
that it will incur operating expenses associated with the requirements of
the Consent Decree of approximately $1,600,000 to $2,600,000 per year.
The environmental obligations assumed in connection with the Yorktown
acquisition also include BP's obligations under an administrative order
(the "Yorktown Order") issued by EPA in 1991 pursuant to the Resource
Conservation and Recovery Act ("RCRA"). The Yorktown Order requires an
investigation of certain areas of the refinery and the development of
measures to correct any releases of contaminants or hazardous constituents
found in these areas. A RCRA Facility Investigation and a Corrective
Measures Study ("RFI/CMS") already has been prepared. It was revised by
BP, in draft form, to incorporate comments from EPA and the Virginia
Department of Environmental Quality ("VDEQ"), although a final RFI/CMS has
not yet been approved. The draft RFI/CMS proposes certain investigation,
sampling, monitoring, and cleanup measures, including the construction of
an on-site corrective action management unit that would be used to
consolidate hazardous materials associated with these measures. These
proposed actions relate to soil, sludge, and remediation wastes relating
to certain solid waste management units, groundwater in the aquifers
underlying the refinery, and surface water and sediment in a small pond
and tidal salt marsh on the refinery property. The Company anticipates
that EPA may issue a proposed course of action for public comment in the
first half of 2003. Following the public comment period, EPA will issue an
approved RFI and CMS in coordination with VDEQ and will make a final
remedy decision. The Company estimates that expenses associated with the
actions described in the proposed RFI/CMS will cost approximately
$19,000,000 to $21,000,000, and will be incurred over a period of
approximately 30 years, with approximately $5,000,000 of this amount being
incurred over an initial 3-year period, and additional expenditures in the
approximate amount of $5,000,000 being incurred over the following 3-year
period. The Company, however, may not be responsible for all of these
expenditures as a result of the environmental indemnification provisions
included in its purchase agreement with BP, as more fully discussed below.
BP has agreed to indemnify, defend, save and hold the Company
harmless from and against all losses that are caused by, arising from,
incurred in connection with or relate in any way to property damage caused
by, or any environmental remediation required due to, a violation of
health, safety and environmental laws during the operation of the refinery
by BP. In order to have a claim against BP, however, the aggregate of all
such losses must exceed $5,000,000, in which event a claim only relates to
the amount exceeding $5,000,000. After $5,000,000 is reached, a claim is
limited to 50% of the amount by which the losses exceed $5,000,000 until
the aggregate of all such losses exceeds $10,000,000. After $10,000,000 is
reached, a claim would be for 100% of the amount by which the losses
exceed $10,000,000. In applying these provisions, losses amounting to less
than $250,000 in the aggregate arising out of the same occurrence or
matter are not aggregated with any other losses for purposes of
determining whether and when the $5,000,000 or $10,000,000 has been
reached. After the $5,000,000 or $10,000,000 has been reached, BP has no
obligation to indemnify the Company with respect to such matters for any
losses amounting to less than $250,000 in the aggregate arising out of the
same occurrence or matter. Except as specified in the Yorktown purchase
agreement, in order to seek indemnification from BP, the Company must
notify BP of a claim within two years following the closing date. Further,
BP's aggregate liability for indemnification under the refinery purchase
agreement, including liability for environmental indemnification, is
limited to $35,000,000.
On October 21, 2002, the Company received a notice from EPA assessing
it a penalty of $110,000 under the consent decree in connection with a
hydrocarbon flaring incident at the Yorktown refinery. On November 18,
2002, the Company received a second notice from EPA, correcting the
earlier notice and assessing a penalty of $137,500, which was later
increased to $163,100. The flaring occurred during a five-day period in
April 2002 following a power outage at the refinery. On April 14, 2003,
the Company settled this penalty in full by making a payment of $50,000 to
EPA. The Company believes that it is entitled to indemnification from BP
for the entire amount of the penalty since the Company did not own the
Yorktown refinery at the time the flaring incident occurred. The Company
further believes that the indemnification limitations set forth in the
refinery purchase agreement are not applicable to such a penalty.
Accordingly, the Company has requested reimbursement from BP.
DEFENSE ENERGY SUPPORT CENTER CLAIM
On February 11, 2003, the Company filed a complaint against the
United States in the United States Court of Federal Claims in connection
with military jet fuel that the Company sold to the Defense Energy Support
Center ("DESC") from 1983 through 1994. The Company asserted that the
United States, acting through DESC, underpaid for the jet fuel in the
approximate amount of $17,000,000. The Company believes that its claims
are supported by recent federal court decisions, including decisions from
the Court of Federal Claims, dealing with contract provisions similar to
those contained in the contracts that are the subject of the Company's
claims. The DESC has indicated that it may counterclaim and assert, based
on its interpretation of the contract provisions, that the Company owes
additional amounts ranging from approximately $2,100,000 to $4,900,000.
DESC denied all liability in a motion for summary judgment filed in the
second quarter of 2003. The Company expects to file its own cross-motion
summary judgment in the future. Due to the preliminary nature of this
matter, there can be no assurance that the Company will ultimately prevail
on its claims or DESC's counterclaims, nor is it possible to predict when
any payment will be received if the Company is successful. Accordingly,
the Company has not recorded a receivable for these claims or a liability
for any potential counterclaim.
FORMER CEO MATTERS
James E. Acridge was terminated as the Company's President and Chief
Executive Officer, and was replaced as the Company's Chairman, on March
29, 2002. He remains on the Board of Directors. The Company paid Mr.
Acridge the equivalent of his pre-termination base salary until July 26,
2002. In addition, the Company extended the exercise period of Mr.
Acridge's stock options until June 29, 2003.
On July 22, 2002, Mr. Acridge filed a lawsuit in the Superior Court
of Arizona for Maricopa County against current Company officers Messrs.
Holliger, Gust, Cox, and Bullerdick, current Company directors Messrs.
Bernitsky, Kalen, and Rapport, and as yet unidentified accountants,
auditors, appraisers, attorneys, bankers and professional advisors (the
"Lawsuit"). Mr. Acridge alleged that the defendants wrongfully interfered
with his employment agreement and caused the Company to fire him. The
complaint sought unspecified general compensatory damages, punitive
damages, and costs and attorneys' fees. The complaint also stated that Mr.
Acridge intended to initiate a separate arbitration proceeding against the
Company, alleging that the Company breached his employment agreement and
violated an implied covenant of good faith and fair dealing. The court
subsequently ruled that the claims raised in the Lawsuit were subject to
arbitration and the Lawsuit was dismissed. Arbitration proceedings in
connection with the claims described above have not yet been initiated. If
proceedings are initiated, the claims will be defended vigorously. The
Company believes that the named officers and directors of the Company are
entitled to indemnification from the Company in connection with the
defense of, and any liabilities arising out of, the claims asserted by Mr.
Acridge.
Mr. Acridge personally, and three entities controlled by Mr. Acridge,
have commenced Chapter 11 Bankruptcy proceedings. The entities controlled
by Mr. Acridge are Pinnacle Rodeo LLC ("Pinnacle Rodeo"), Pinnacle Rawhide
LLC ("Pinnacle Rawhide"), and Prime Pinnacle Peak Properties, Inc. ("Prime
Pinnacle"). The four bankruptcy cases are jointly administered. It is
unknown whether and to what extent creditors, including the Company, will
receive any recovery on their respective debts from any of the four
bankruptcy estates.
The Company has an outstanding loan to Mr. Acridge in the principal
amount of $5,000,000. In the fourth quarter of 2001, the Company
established a reserve for the entire amount of the loan plus interest
accrued through December 31, 2001. In view of developments in the
bankruptcy proceeding relating to security provided for the loan, the
Company has continued to maintain the reserve.
Giant Arizona has executed a lease for approximately 8,176 square
feet of additional space from a limited liability company (the "Landlord")
in which the bankruptcy estate of Prime Pinnacle the ("Prime Estate")
owned a 51% interest. Giant Arizona has executed a sublease with a
separate limited liability company controlled by Mr. Acridge for use of
the space as an inn. The initial term for each of the lease and the
sublease is for five years, terminating on June 30, 2003, with one option
to renew for an additional five years, which the Company will not
exercise. The rent under both the lease and the sublease currently is
$21.76 per square foot. The rent is subject to adjustment annually based
on changes in the Consumer Price Index. The sublease also provides that
Giant Arizona may terminate the sublease at any time upon 120 days prior
written notice. Except in connection with the settlement negotiations
discussed below, Giant Arizona has never made rental payments to the
Landlord, and believes that, in the past, the Landlord received payments
directly from the sublessee. In August 2001, the owner of the 49% interest
in the Landlord (the "Minority Owner") notified Giant Arizona that the
sublessee was delinquent on the payment of the rent due, and on or about
December 28, 2001, the Minority Owner filed a derivative lawsuit for and
on behalf of the Landlord against Giant Arizona to collect all amounts
owing under the lease. Subsequently, the matter was referred to
arbitration by court order. Pursuant to a letter dated January 16, 2002,
the Company made a formal demand on the sublessee for the sublessee to pay
all of the past due amounts and, on May 23, 2002, made a separate demand
for arbitration of this matter. In September 2002, the Company negotiated
a settlement agreement with the Minority Owner, subject to approval by the
Prime Estate and the bankruptcy court, in which it agreed to pay the
Landlord approximately $375,000 for rent and other monetary obligations
allegedly due under the lease from May 2001 through October 2002, and
agreed to be responsible for rental payments from November 2002 through
June 2003 in the approximate amount of $20,000 per month. The settlement
amounts are being paid into an escrow account. The parties are in the
process of revising the settlement agreement to reflect recent
developments in the Prime Pinnacle bankruptcy proceeding, including the
assignment of Prime Estate's 51% interest in the Landlord to the Minority
Owner. If these negotiations are not successful, the Company maintains
that the amounts in the escrow account should be returned to the Company.
The Landlord (now owned 100% by the Minority Owner) has, however, filed
suit against Giant Arizona alleging that the prior settlement agreement is
binding on the Company and seeking associated damages. If negotiations
with the Landlord are not successful, the Company intends to defend the
matter vigorously. Notwithstanding the negotiations with the Minority
Owner, the Company's arbitration action against the sublessee is still in
process, and the Company has taken additional legal action both to request
replacement of the sublessee with a receiver and to evict the sublessee
from the property.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
Inherent in the preparation of the Company's financial statements are
the selection and application of certain accounting principles, policies,
and procedures that affect the amounts that are reported. In order to
apply these principles, policies, and procedures, the Company must make
judgments, assumptions, and estimates based on the best available
information at the time. Actual results may differ based on the accuracy
of the information utilized and subsequent events, some of which the
Company may have little or no control over. In addition, the methods used
in applying the above may result in amounts that differ considerably from
those that would result from the application of other acceptable methods.
The Company's significant accounting policies are described in Note 1
to the Consolidated Financial Statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002. Certain critical
accounting policies that materially affect the amounts recorded in the
consolidated financial statements are the use of the LIFO method of
valuing certain inventories, the accounting for certain environmental
remediation liabilities, the accounting for certain related party
transactions, and assessing the possible impairment of certain long-lived
assets. There have been no changes to these policies in 2003, except as
relates to the adoption of SFAS No. 143 "Accounting for Asset Retirement
Obligations". See Note 3 to the Company's Condensed Consolidated Financial
Statements included in Part I, Item 1.
RESULTS OF OPERATIONS
Included below are certain operating results and operating data for
the Company and its operating segments.
Three Months
Ended March 31,
----------------------------
2003 2002
--------- ---------
Net revenues............................................. $ 490,524 $ 186,436
Cost of products sold.................................... 418,208 141,311
--------- ---------
Gross margin............................................. 72,316 45,125
Operating expenses....................................... 40,377 24,675
Depreciation and amortization............................ 9,309 8,218
Selling, general and administrative expenses............. 7,024 5,425
Net loss on disposal/write-down of assets................ 410 4
--------- ---------
Operating income......................................... 15,196 6,803
Interest expense......................................... (10,159) (6,003)
Amortization of financing costs.......................... (1,192) (208)
Interest and investment income........................... 24 64
--------- ---------
Earnings from continuing operations before income taxes.. 3,869 656
Provision for income taxes .............................. 1,603 265
--------- ---------
Earnings from continuing operations before
cumulative effect of change in accounting principle.... 2,266 391
Discontinued operations, net of income tax
provision (benefit) of $43 and ($179).................. 64 (268)
Cumulative effect of change in accounting principle
net of income tax benefit of $469...................... (704) -
--------- ---------
Net earnings............................................. $ 1,626 $ 123
========= =========
Net earnings (loss) per common share:
Basic
Continuing operations................................ $ 0.26 $ 0.04
Discontinued operations.............................. 0.01 (0.03)
Cumulative effect of change in accounting principle.. (0.08) -
--------- ---------
$ 0.19 $ 0.01
========= =========
Assuming dilution
Continuing operations................................ $ 0.26 $ 0.04
Discontinued operations.............................. 0.01 (0.03)
Cumulative effect of change in accounting principle.. (0.08) -
--------- ---------
$ 0.19 $ 0.01
========= =========
Three Months
Ended March 31,
----------------------------
2003 2002
--------- ---------
Net revenues:(1)
Refining Group:
Four Corners operations............................. $ 138,163 $ 88,218
Yorktown operations(2).............................. 208,450 -
Retail Group.......................................... 84,435 68,905
Phoenix Fuel.......................................... 122,078 75,634
Other................................................. 65 50
Intersegment.......................................... (62,667) (46,371)
--------- ---------
Net revenues of continuing operations................. 490,524 186,436
Net revenues of discontinued operations............... 2,276 7,310
--------- ---------
Total net revenues.................................... $ 492,800 $ 193,746
========= =========
Income (loss) from operations:(1)
Refining Group:
Four Corners operations............................. $ 9,503 $ 9,050
Yorktown operations(2).............................. 8,358 -
Retail Group.......................................... 1,063 (242)
Phoenix fuel.......................................... 1,606 1,473
Other................................................. (4,924) (3,474)
Net loss on disposal/write-down of assets............. (410) (4)
--------- ---------
Operating income from continuing operations........... 15,196 6,803
Operating income (loss) from discontinued operations.. 107 (447)
--------- ---------
Total income from operations $ 15,303 $ 6,356
========= =========
(1) The Refining Group operates the Company's three refineries, its crude oil
gathering pipeline system, two finished products distribution terminals, and a fleet of
crude oil and finished product truck transports. The Retail Group operates the Company's
service stations with convenience stores or kiosks and one travel center. Phoenix
Fuel is a wholesale petroleum products distribution operation, which includes several
lubricant and bulk petroleum distribution plants, an unmanned fleet fueling ("cardlock")
operation, a bulk lubricant terminal facility, and a fleet of finished product and lubricant
delivery trucks. The Other category is primarily corporate staff operations.
(2) Acquired May 14, 2002.
Three Months
Ended March 31,
----------------------------
2003 2002
--------- ---------
Refining Group Operating Data:
Four Corners Operations:
Crude Oil/NGL Throughput (BPD)...................... 31,146 33,785
Refinery Sourced Sales Barrels (BPD)................ 31,534 31,161
Average Crude Oil Costs ($/Bbl)..................... $ 31.21 $ 18.90
Refining Margins ($/Bbl)............................ $ 8.32 $ 7.36
Yorktown Operations:
Crude Oil/NGL Throughput (BPD)...................... 56,256 -
Refinery Sourced Sales Barrels (BPD)................ 59,389 -
Average Crude Oil Costs ($/Bbl)..................... $ 32.85 -
Refining Margins ($/Bbl)............................ $ 4.25 -
Retail Group Operating Data:
(Continuing operations only)
Fuel Gallons Sold (000's)............................. 41,616 43,143
Fuel Margins ($/gal).................................. $ 0.142 $ 0.133
Merchandise Sales ($ in 000's)........................ $ 30,184 $ 29,845
Merchandise Margins................................... 30.7% 27.7%
Operating Retail Outlets at Quarter End:
Continuing Operations............................... 130 130
Discontinued Operations............................. 5 20
Phoenix Fuel Operating Data:
Fuel Gallons Sold (000's)............................. 103,037 92,471
Fuel Margins ($/gal).................................. $ 0.047 $ 0.052
Lubricant Sales ($ in 000's).......................... $ 5,615 $ 5,387
Lubricant Margins..................................... 16.2% 16.5%
Certain factors affecting the Company's results of operations for the
three months ended March 31, 2003, include, among other things, the
following:
- The acquisition of the Yorktown refinery on May 14, 2002. The
Yorktown refinery began a crude unit and coker unit turnaround at
the end of March 2003. The refinery was back in operation April 16,
2003.
- Strong refining margins at the Company's refineries due to, among
other things, tight crude oil and finished product inventories and
strong finished product demand, reduced in part by losses on
various crude oil futures contracts.
- Strong finished product demand for the Company's Phoenix Fuel
operations.
- Improved retail fuel margins in several of the Company's market
areas.
- The sale of three retail units during the first quarter of 2003.
Earnings From Continuing Operations Before Income Taxes
- -------------------------------------------------------
For the three months ended March 31, 2003, earnings from continuing
operations before income taxes were $3,869,000, compared to earnings of
$656,000 for the three months ended March 31, 2002, an increase of
$3,213,000. The increase includes the following items related to the
operation and acquisition of the Yorktown refinery: (i) operating earnings
of $8,358,000; (ii) an increase in the amortization of financing costs of
$984,000, and (iii) additional interest expense of $6,592,000. The
remainder of the increase, relating to the Company's other operations, was
primarily due to a 13% increase in Four Corners refinery margins. Also
contributing to the increase was a 19% increase in wholesale fuel volumes
sold by Phoenix Fuel to third-party customers, a 9% increase in retail
fuel margins, and an 11% increase in retail merchandise margins. Four
Corners refinery fuel volumes sold increased 1%. These increases were
offset in part by higher operating expenses and selling, general, and
administrative ("SG&A") expenses for other Company operations, and a 4%
decline in retail fuel volumes sold. In addition, $400,000 of asset
impairment write-downs were recorded for various assets held for sale.
Revenues From Continuing Operations
- -----------------------------------
Revenues for the three months ended March 31, 2003, increased
approximately $304,088,000 or 163% to $490,524,000 from $186,436,000 in
the comparable 2002 period. The increase includes additional revenues for
the Yorktown refinery of $208,450,000. Revenue increases relating to the
Company's other operations were primarily due to a 59% increase in Four
Corners refining weighted average selling prices, a 36% increase in
Phoenix Fuel's weighted average selling prices, a 19% increase in
wholesale fuel volumes sold by Phoenix Fuel to third-party customers, and
a 32% increase in retail refined product selling prices. Four Corners
refinery fuel volumes sold to third parties increased approximately 3% and
same store merchandise sales were up approximately 1%. These increases
were offset in part by a 4% decline in retail fuel volumes sold.
The volume of refined products sold through the Company's retail
units decreased approximately 4% from period to period. The volume of
finished product sold from retail units that were in operation for a full
year decreased approximately 2%. Volumes sold from the Company's travel
center decreased approximately 12%.
Cost of Products Sold From Continuing Operations
- ------------------------------------------------
For the three months ended March 31, 2003, cost of products sold
increased approximately $276,897,000 or 196% to $418,208,000 from
$141,311,000 in the comparable 2002 period. The increase includes
additional cost of products sold for the Yorktown refinery of
$185,341,000. Cost of products sold increases relating to the Company's
other operations were primarily due to a 65% increase in Four Corners
refining weighted average crude oil costs, a 38% increase in the cost of
finished products purchased by Phoenix Fuel, and a 19% increase in
wholesale fuel volumes sold by Phoenix Fuel to third-party customers. Cost
of products sold also includes a loss of approximately $1,433,000 from
various crude oil futures contracts used to economically hedge crude oil
inventories and purchases for the Yorktown refinery.
Operating Expenses From Continuing Operations
- ---------------------------------------------
For the three months ended March 31, 2003, operating expenses
increased approximately $15,702,000 or 64% to $40,377,000 from $24,675,000
in the comparable 2002 period. The increase includes operating expenses
relating to the Yorktown refinery of $12,459,000. Operating expense
increases relating to the Company's other operations were due to, among
other things, increased purchased fuel costs for the Four Corners
refineries, due to higher prices, and higher general insurance premiums
for all operations.
Depreciation and Amortization From Continuing Operations
- --------------------------------------------------------
For the three months ended March 31, 2003, depreciation and
amortization increased approximately $1,091,000 or 13% to $9,309,000 from
$8,218,000 in the comparable 2002 period. The increase includes
depreciation and amortization relating to the Yorktown refinery of
$1,734,000. Depreciation and amortization decreases relating to the
Company's other operations in each period were due to, among other things,
lower refinery turnaround amortization costs in 2003 and the sale of
certain pipeline assets in 2002. These decreases were offset in part by
higher costs relating to construction, remodeling and upgrades in retail
and refining operations during 2002 and 2003.
Selling, General and Administrative Expenses From Continuing Operations
- -----------------------------------------------------------------------
For the three months ended March 31, 2003, SG&A expenses increased
approximately $1,599,000 or 29% to $7,024,000 from $5,425,000 in the
comparable 2002 period. The increase includes SG&A relating to the
Yorktown refinery of $470,000. SG&A expense increases relating to the
Company's other operations were due to, among other things, increased
letter of credit fees, higher general insurance premiums and higher
workers compensation costs. In addition, the first quarter of 2002
included a credit of $471,000 for the revision of estimated accruals for
2001 management incentive bonuses, following the determination of bonuses
to be paid to employees.
Interest Expense and Interest Income From Continuing Operations
- ---------------------------------------------------------------
For the three months ended March 31, 2003, interest expense increased
approximately $4,156,000 or 69% to $10,159,000 from $6,003,000 in the
comparable 2002 period. Interest expense increased by $6,592,000 related
to the issuance of new senior subordinated notes and borrowings under the
Company's new loan facilities entered into in connection with the May 2002
acquisition of the Yorktown refinery. This increase was offset in part by
a decrease in interest expense of approximately $2,438,000 relating to the
repayment of the Company's $100,000,000 of 9 3/4% Senior Subordinated
Notes due 2003 with a portion of the proceeds of the Company's issuance of
new senior subordinated notes.
For the three months ended March 31, 2003, interest income decreased
approximately $40,000 or 63% to $24,000 from $64,000 in the comparable
2002 period. The decrease was primarily due to a reduction in interest and
investment income from the investment of funds in short-term instruments.
Amortization of Financing Costs From Continuing Operations
- --------------------------------------------------------------------
For the three months ended March 31, 2003, amortization of financing
costs increased $984,000 or 473% to $1,192,000 from $208,000 in the
comparable 2002 period. The increase is due to the amortization of
$17,436,000 of deferred financing costs, relating to new senior
subordinated debt and new senior secured loan facilities, incurred in
connection with the acquisition of the Yorktown refinery and the
refinancing of the Company's 9 3/4% senior subordinated notes due 2003.
These costs are being amortized over the term of the related debt.
Income Taxes From Continuing Operations
- ---------------------------------------
The effective tax rate for the three months ended March 31, 2003 and
2002 was approximately 42% and 41%, respectively.
Discontinued Operations
- -----------------------
Earnings from discontinued operations before income taxes of $107,000
for the three months ended March 31, 2003 include a gain on the disposal
of two retail units, one of which was closed, of $137,000, which is net of
$51,000 of associated goodwill, and net operating losses of $30,000
relating to the ongoing operations of five retail units which are held for
sale and one of the units that was sold. Losses from discontinued
operations before income taxes of $447,000 for the three months ended
March 31, 2002 relate to various retail units qualifying for discontinued
operations reporting under SFAS No. 144 adopted by the Company in 2002.
OUTLOOK
The Company believes that industry refining fundamentals continue to
look attractive throughout the next several months. Heading into the
summer driving season, industry gasoline inventories are low compared to
where they are normally this time of year. In addition, industry
distillate inventories are also near historic lows for this time of year.
In the Company's retail area, fuel margins remain strong and fuel volumes
are increasing as what is normally retail's peak season approaches.
Phoenix Fuel has been seeing good growth in both wholesale and cardlock
volumes.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow From Operations
- -------------------------
Operating cash flows increased for the three months ended March 31,
2003 compared to the three months ended March 31, 2002, primarily as a
result of an increase in cash flows related to changes in operating assets
and liabilities in each period and an increase in net earnings before
depreciation and amortization, amortization of financing costs, deferred
income taxes, and net (gain) loss on disposal/write-down of assets in
2003. Net cash provided by operating activities totaled $33,286,000 for
the three months ended March 31, 2003, compared to net cash used by
operating activities of $2,562,000 in the comparable 2002 period.
Working Capital
- ---------------
Working capital at March 31, 2003 consisted of current assets of
$219,939,000 and current liabilities of $132,316,000, or a current ratio
of 1.66:1. At December 31, 2002, the current ratio was 1.76:1 with current
assets of $211,919,000 and current liabilities of $120,351,000.
Current assets have increased since December 31, 2002, primarily due
to increases in cash and cash equivalents and accounts receivable. These
increases were offset in part by decreases in inventories and prepaid
expenses and other. Accounts receivable have increased primarily due to an
increase in trade receivables resulting from higher finished product
selling prices, offset in part by the receipt of income tax refunds.
Inventories have decreased primarily due to decreases in terminal, Phoenix
Fuel and retail refined product volumes, and refinery onsite crude oil
volumes. These decreases were offset in part by increases in crude oil and
refined product prices, and increases in refinery onsite product volumes.
Prepaids and other have decreased primarily due to the expensing of
prepaid insurance premiums.
Current liabilities have increased since December 31, 2002, primarily
due to increases in accounts payable and accrued expenses, offset in part
by a reduction in the current portion of long-term debt. Accounts payable
have increased primarily as a result of higher raw material and finished
product costs and other trade payables. Accrued expenses have increased
primarily as a result of higher petroleum product taxes payable, higher
accrued interest payable balances, and accruals for 2003 401(k) Company
matching and discretionary contributions. These increases were offset in
part by the payment of 2002 401(k) Company matching and discretionary
contributions and the payment of certain accrued interest balances. The
current portion of long-term debt declined due to a reduction in the
current amount due under the Company's Loan Facility.
Capital Expenditures and Resources
- ----------------------------------
Net cash used in investing activities for capital expenditures
totaled approximately $5,272,000 for the three months ended March 31,
2003. Of this amount, expenditures of $3,909,000 were made for the crude
unit and coker unit turnaround at the Yorktown refinery that began at the
end of March 2003. Other expenditures were for operational and
environmental projects for the refineries and retail operations.
The crude unit and coker unit turnaround at the Yorktown refinery was
completed on April 12, 2003 with additional expenditures, over and above
those incurred through March 2003, estimated to be approximately
$4,000,000.
On April 28, 2003, a transformer failure disrupted operations at the
electric generation plant that supplies the Company's Yorktown refinery
with power. As a result of the failure, the refinery suffered a complete
loss of power and shutdown all processing units. As of May 14, 2003, the
refinery was operating near full capacity and should be operating at full
capacity within the next few days. Although the impact of the refinery
shutdown is not believed to be material to the Company's overall
operations, the Company expects that the shutdown will adversely impact
the refinery's earnings for the second quarter. The Company incurred costs
of approximately $600,000 to repair the damage caused by the loss of
power. The Company is investigating any potential remedies it may have
against the power station owner as a result of the power outage. There is
no guarantee, however, that the Company will be able to recover anything
or what the amount of the recovery might be.
The Credit Facility and the Loan Facility limit the Company's capital
expenditures on a quarterly basis through the fourth quarter of 2003. The
limitations permit all capital expenditures currently anticipated for
2003. Prior approval from the Company's lenders would be required to
exceed the agreed upon levels, and the Company cannot provide assurance
that it could obtain such approval.
As part of the Yorktown acquisition, the Company agreed to pay to BP
earn-out payments, beginning in 2003 and concluding at the end of 2005, up
to a maximum of $25,000,000 when the average monthly spreads for regular
reformulated gasoline or No. 2 distillate over West Texas Intermediate
equivalent light crude oil on the New York Mercantile Exchange exceed
$5.50 or $4.00 per barrel, respectively. In the first quarter of 2003, the
Company incurred $3,986,000 under this provision of the purchase
agreement. These earn-out payments are considered additional purchase
price and are 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.
The Company's debt reduction strategy implemented in 2002 is being
carried forward into 2003. In the first quarter of 2003, the Company
reduced the outstanding balance of its Credit Facility by $10,000,000 and
reduced the outstanding balance of its Loan Facility by $3,333,000. These
reductions were paid from operating cash flows and proceeds of
approximately $2,608,000 from the sale of assets, primarily three of the
Company's retail units.
The Company is marketing a number of its service station/convenience
stores, including its remaining units in Phoenix and Tucson, and an
approximate 8-acre tract of land in north Scottsdale that includes its
corporate headquarters building. If the corporate headquarters building
were sold, the Company would likely lease back a portion of the building.
The Company also is evaluating the possible sale of other non-strategic or
under performing assets in addition to the assets described above. The
Company can provide no assurance, however, that it will be able to
complete the sales of the assets described above or any other asset sales.
The Company currently intends to use the proceeds from these
potential sales, and savings or proceeds generated from other parts of the
Company's debt reduction initiative, to further reduce long-term debt. The
Company's loan facilities require the Company to reduce the outstanding
principal balance of its Credit Facility by $15,000,000 from the proceeds
of asset sales occurring between October 1, 2002 and June 30, 2003.
Proceeds of approximately $8,713,000 were used to reduce the outstanding
principal balance of the Credit Facility as of March 31, 2003. To meet the
$15,000,000 reduction requirement, the Company will have to close one or
more asset sales by June 30, 2003 or seek an appropriate waiver from its
lenders.
The Company anticipates that working capital, including that
necessary for capital expenditures and debt service, will be funded
through existing cash balances, cash generated from operating activities,
and, if necessary, future borrowings. Future liquidity, both short and
long-term, will continue to be primarily dependent on producing or
purchasing, and selling, sufficient quantities of refined products at
margins sufficient to cover fixed and variable expenses. The Company
believes that it will have sufficient working capital to meet its needs
over the next 12-month period.
Capital Structure
- -----------------
At March 31, 2003 and December 31, 2002, the Company's long-term debt
was 75.0% and 75.8% of total capital, respectively, and the Company's net
debt (long-term debt less cash and cash equivalents) to total
capitalization percentages were 73.8% and 75.3%, respectively.
At March 31, 2003 the Company had long-term debt of $386,111,000, net
of current portion of $8,917,000, including $150,000,000 of 9% Senior
Subordinated Notes due 2007 (the "9% Notes") and $200,000,000 of 11%
Senior Subordinated Notes due 2012 (the "11% Notes"), collectively, (the
"Notes"). See Note 10 to the Company's Condensed Consolidated Financial
Statements included in Part I, Item 1 for a description of these
obligations.
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
specified in the indentures 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.
Separate financial statements of the Company's subsidiaries are not
included herein because 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;
the subsidiaries are jointly and severally liable for the repayment of the
Notes; and the separate financial statements and other disclosures
concerning the subsidiaries are not deemed by the Company to be material
to investors.
The indentures supporting the Notes and the Company's Credit Facility
and Loan Facility contain certain restrictive covenants, and other terms
and conditions that if not maintained, if violated, or if certain
conditions are met, could result in default, early redemption of the
Notes, and affect the Company's ability to borrow funds, make certain
payments, or engage in certain activities. A default under any of the
Notes, the Credit Facility or the Loan Facility, if not waived, could
cause such debt, and by reason of cross-default provisions, the Company's
other debt to become immediately due and payable. There is no assurance
that any requested waivers would be granted. If the Company is unable to
repay amounts owed under the Credit Facility and the Loan Facility, the
lenders under the Credit Facility and Loan Facility could proceed against
the collateral granted to them to secure that debt. If those lenders
accelerate the payment of the Credit Facility and Loan Facility, the
Company cannot provide assurance that its assets would be sufficient to
pay that debt and other debt or that it would be able to refinance such
debt or borrow more money on terms acceptable to it, if at all. The
Company's ability to comply with the covenants, and other terms and
conditions, of the indentures for the Notes, the Credit Facility and the
Loan Facility may be affected by many events beyond the Company's control,
and the Company cannot provide assurance that its operating results will
be sufficient to comply with the covenants, terms and conditions.
The Board suspended the payment of cash dividends on common stock in
the fourth quarter of 1998. At the present time, the Company is unable to
pay dividends under the terms of the indentures for the Notes and has no
plans to reinstate such dividends even if it could. The payment of future
dividends is subject to the results of the Company's operations,
declaration by the Company's Board of Directors, and compliance with
certain debt covenants.
Risk Management
- ---------------
The Company is exposed to various market risks, including changes in
certain commodity prices and interest rates. To manage the volatility
relating to these normal business exposures, the Company, from time to
time, uses commodity futures and options contracts to reduce price
volatility, to fix margins in its refining and marketing operations and to
protect against price declines associated with its crude oil and finished
products inventories.
In the first quarter of 2003, the Company entered into various crude
oil futures contracts in order to economically hedge crude oil inventories
and purchases for the Yorktown refinery operations. For the three months
ended March 31, 2003, the Company recognized losses on these contracts of
approximately $1,433,000 in cost of products sold. These transactions did
not qualify for hedge accounting in accordance with SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities," as
amended, and accordingly were marked to market each month. There were no
open crude oil futures contracts or other commodity derivative contracts
at March 31, 2003, except as discussed below.
At March 31, 2003, the Company had 60 open gasoline futures contracts
relating to a purchase requirement for certain Yorktown refinery
feedstocks. These contracts reflected an unrealized gain of approximately
$33,000 at March 31, 2003, and were closed out April 2, 2003, at a loss of
approximately $161,000.
The Company's Credit Facility is floating-rate debt tied to various
short-term indices. As a result, the Company's annual interest costs
associated with this debt may fluctuate. At March 31, 2003, there were
$15,000,000 of direct borrowings outstanding under this facility. The
potential increase in annual interest expense from a hypothetical 10%
adverse change in interest rates on these borrowings at March 31, 2003,
would be approximately $20,000.
The Company's Loan Facility is floating-rate debt tied to various
short-term indices. As a result, the Company's annual interest costs
associated with this debt may fluctuate. At March 31, 2003, there was
$28,889,000 outstanding under this facility. The potential increase in
annual interest expense from a hypothetical 10% adverse change in interest
rates on these borrowings at March 31, 2003, would be approximately
$36,000.
The Company's operations are subject to normal hazards of operations,
including fire, explosion and weather-related perils. The Company
maintains various insurance coverages, including business interruption
insurance, subject to certain deductibles. The Company is not, however,
fully insured against certain risks because such risks are not fully
insurable, coverage is unavailable or premium costs, in the Company's
judgment, do not justify the expenditures. Any such event that causes a
loss for which the Company is not fully insured could have a material and
adverse effect on the Company's business, financial condition and
operating results.
Credit risk with respect to customer receivables is concentrated in
the geographic areas in which the Company operates and relates primarily
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.
ENVIRONMENTAL, HEALTH AND SAFETY
- --------------------------------
Federal, state and local laws and regulations relating to health,
safety and the environment affect nearly all of the operations of the
Company. As is the case with other companies engaged in similar
industries, the Company faces significant exposure from actual or
potential claims and lawsuits, brought by either governmental authorities
or private parties, alleging non-compliance with environmental, health,
and safety laws and regulations, or property damage or personal injury
caused by the environmental, health, or safety impacts of current or
historic operations. 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 or by its predecessors.
Applicable laws and regulations govern the investigation and
remediation of contamination at the Company's current and former
properties, as well as at third-party sites to which the Company sent
wastes for disposal. The Company may be held liable for contamination
existing at current or former properties, notwithstanding that a prior
operator of the site, or other third party, caused the contamination. The
Company may also be held responsible for costs associated with
contamination clean-up at third-party disposal sites, notwithstanding that
the original disposal activities were in accordance with all applicable
regulatory requirements at such time. The Company is currently engaged in
a number of such remediation projects.
Future expenditures related to compliance with environmental, health
and safety laws and regulations, the investigation and remediation of
contamination, and the defense or settlement of governmental or private
property claims and lawsuits cannot be reasonably quantified in many
circumstances for various reasons. These reasons include 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 that may be available to the Company, and changing
environmental, health and safety laws, regulations, and their respective
interpretations. The Company cannot provide assurance that compliance with
such laws or regulations, such investigations or cleanups, or such
enforcement proceedings or private-party claims will not have a material
adverse effect on the Company's business, financial condition or results
of operation.
Rules and regulations implementing federal, state and local laws
relating to the environment, health, and safety will continue to affect
the operations of the Company. The Company cannot predict what new
environmental, health, or safety 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 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, among other
things: (i) the installation and operation of refinery equipment,
pollution control systems and other equipment not currently possessed by
the Company; (ii) the acquisition or modification of permits applicable to
Company activities; and (iii) the initiation or modification of cleanup
activities.
Significant developments have occurred in connection with the
following environmental, health or safety matters that were previously
discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 2002, under: (i) the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations"; and (ii) Note
18 to the Company's Consolidated Financial Statements.
The Company received a draft compliance order from the New Mexico
Environment Department ("NMED") in June 2002 in connection with five
alleged violations of air quality regulations at the Ciniza refinery. In
August 2002, the Company received a compliance order from NMED in
connection with four alleged violations of air quality regulations at the
Bloomfield refinery. The Company has provided information to NMED with
respect to both of those matters that may result in the modification or
dismissal of some of the alleged violations and reductions in the amount
of potential penalties. The Company is engaged in ongoing discussions with
NMED concerning the information provided by the Company. A further
discussion of these alleged violations is found in Note 11 to the
Company's Condensed Consolidated Financial Statements included in Part I,
Item 1.
The Company was assessed a $163,100 penalty by the EPA in 2002 in
connection with a hydrocarbon flaring incident at the Yorktown refinery.
On April 14, 2003, the Company settled this penalty in full by making a
payment of $50,000 to the EPA. Since the Company did not own the Yorktown
refinery at the time of the flaring incident, the Company believes that it
is entitled to indemnification from BP for the entire amount of the
penalty and has requested reimbursement from BP. A further discussion of
this penalty is found in Note 11 to the Company's Condensed Consolidated
Financial Statements included in Part I, Item 1.
As of March 31, 2003, the Company had environmental liability
accruals of approximately $8,112,000. A further discussion of these
accruals is found in Note 11 to the Company's Condensed Consolidated
Financial Statements included in Part I, Item 1.
OTHER
- -----
The Company's Ciniza and Bloomfield refineries continue to be
affected by reduced crude oil production in the Four Corners area. The
Four Corners basin is a mature production area and accordingly is subject
to natural decline in production over time. This natural decline is being
offset to some extent by new drilling, field workovers, and secondary
recovery projects, which have resulted in additional production from
existing reserves.
As a result of the declining production of crude oil in the Four
Corners area, the Company has not been able to cost-effectively obtain
sufficient amounts of crude oil to operate the Company's Four Corners
refineries at full capacity. The Company's refinery crude oil utilization
rates for its Four Corners refineries declined from 88% in 1998 to 72% in
2002. The utilization rate was approximately 69% for the first quarter of
2003. The Company's current projections of Four Corners crude oil
production indicate that the Company's crude oil demand will exceed the
crude oil supply that is available from local sources for the foreseeable
future. The Company expects to operate the Ciniza and Bloomfield
refineries at lower levels than would otherwise be scheduled as a result
of shortfalls in Four Corners crude oil production. The Company is
assessing other long-term options to address the continuing decline in
Four Corners crude oil production. None of these options, however, may
prove to be economically viable. The Company cannot provide assurance that
the Four Corners crude oil supply for the Ciniza and Bloomfield refineries
will continue to be available at all or on acceptable terms. Any
significant, long-term interruption or decline in the supply of crude oil
or other feedstocks for the Company's Four Corners refineries, either by
reduced production or significant long-term interruption of transportation
systems, would have an adverse effect on our Four Corners refinery
operations and on the Company's overall operations. In addition, the
Company's future results of operations are primarily dependent on
producing or purchasing, and selling, sufficient quantities of refined
products at margins sufficient to cover fixed and variable expenses.
Because large portions of the refineries' costs are fixed, a decline in
refinery utilization due to a decrease in feedstock availability or any
other reason could significantly affect the Company's profitability. The
Company may increase its production runs in the future if additional crude
oil or refinery feedstocks become available depending on demand for
finished products and refinery margins attainable.
FORWARD-LOOKING STATEMENTS
- --------------------------
This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act.
These statements are included throughout this report, including in the
section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations." These statements relate to
projections of capital expenditures and other financial statements. These
statements also relate to the Company's business strategy, goals and
expectations concerning the Company's market position, future operations,
acquisitions, dispositions, margins, profitability, liquidity and capital
resources. The Company has used the words "believe," "expect,"
"anticipate," "estimate," "could," "plan," "intend," "may," "project,"
"predict," "will" and similar terms and phrases to identify forward-
looking statements in this report.
Although the Company believes the assumptions upon which these
forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate, and the forward-looking
statements based on these assumptions could be incorrect. While the
Company has made these forward-looking statements in good faith and they
reflect the Company's current judgment regarding such matters, actual
results could vary materially from the forward-looking statements.
Actual results and trends in the future may differ materially
depending on a variety of important factors. These important factors
include the following:
- the availability of Four Corners sweet crude oil and the adequacy
and costs of raw material supplies generally;
- the Company's ability to negotiate new crude oil supply contracts;
- the Company's ability to successfully integrate the Yorktown
refinery and manage the liabilities, including environmental
liabilities that the Company assumed in the Yorktown acquisition;
- the Company's ability to obtain anticipated levels of
indemnification from BP in connection with the Yorktown refinery
acquisition;
- the risk that the Yorktown refinery suffered additional, as yet
undiscovered, damage as a result of the April 2003 power loss;
- the Company's ability to recover damages from the electric
generation plant that supplies the Yorktown refinery in connection
with the April 2003 loss of power;
- volatility in the difference, or spread, between market prices for
refined products and crude oil and other feedstocks;
- the Company's ability to reduce operating expenses and non-
essential capital expenditures;
- the risk that the Company will not be able to sell non-strategic
and under-performing assets on terms favorable to the Company;
- the risk that the Company will not receive the expected amounts
from the potential sale of certain retail units, the
headquarters building and other assets;
- state or federal legislation or regulation, or findings by a
regulator with respect to existing operations;
- unplanned or extended shutdowns in refinery operations;
- the risk that the Company will not remain in compliance with
covenants, and other terms and conditions, contained in its Notes,
Credit Facility and Loan Facility;
- the risk that the Company will not be able to post satisfactory
letters of credit;
- general economic factors affecting the Company's operations,
markets, products, services and prices;
- unexpected environmental remediation costs;
- weather conditions affecting the Company's operations or the areas
in which its products are refined or marketed; and
- other risk described elsewhere in this report or described from
time to time in the Company's filings with the Securities and
Exchange Commission.
All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entity by the previous statements. Forward-looking
statements the Company makes represent its judgment on the dates such
statements are made. The Company assumes no obligation to update any
information contained in this report or to publicly release the results of
any revisions to any forward-looking statements to reflect events or
circumstances that occur, or that the Company becomes aware of, after the
date of this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is incorporated herein by
reference to the section entitled "Risk Management" in the Company's
Management's Discussion and Analysis of Financial Condition and Results of
Operations in Part I, Item 2.
ITEM 4. CONTROLS AND PROCEDURES
As of a date within 90 days of the date of this report (the
"Evaluation Date"), under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Based upon this evaluation the
Company's CEO and CFO concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures were adequate to ensure that
information required to be disclosed by the Company in the reports filed
or submitted by the Company under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's
rules and forms.
In addition, there have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and internal
weaknesses.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to ordinary routine litigation incidental to
its business. There is also hereby incorporated by reference the
information regarding contingencies in Note 11 to the Condensed
Consolidated Financial Statements set forth in Part I, Item 1, and the
discussion of certain contingencies contained in Part I, Item 2, under the
heading "Liquidity and Capital Resources - Environmental, Health and
Safety."
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1* Chief Executive Officer's Certification Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
99.2* Chief Financial Officer's Certification Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
*Filed herewith.
(b) Reports on Form 8-K: The Company filed the following reports on Form
8-K during the quarter for which this report is being filed and
subsequently:
(i) On March 11, 2003, the Company filed a Form 8-K dated March 11,
2003, containing a press release detailing the Company's
earnings for the fourth quarter of 2002 and the year ended
December 31, 2002.
(ii) On May 6, 2003, the Company filed a Form 8-K dated May 6, 2003,
containing a press release detailing the Company's earnings for
the first quarter of 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 10-Q for the quarter
ended March 31, 2003 to be signed on its behalf by the undersigned
thereunto duly authorized.
GIANT INDUSTRIES, INC.
/s/ MARK B. COX
---------------------------------------------
Mark B. Cox, Vice President, Treasurer, Chief
Financial Officer and Assistant Secretary, on
behalf of the Registrant and as the Registrant's
Principal Financial Officer
Date: May 14, 2003
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Fred Holliger, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Giant
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) for
the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c) Presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) All significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 14, 2003.
By: /s/ FRED HOLLIGER
- ------------------------------
Name: Fred Holliger
Title: Chief Executive Officer
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Mark B. Cox, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Giant
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in this
quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(C)) for
the registrant and we have:
a) Designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;
b) Evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the
"Evaluation Date"); and
c) Presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a) All significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 14, 2003.
By: /s/ MARK B. COX
- ------------------------------
Name: Mark B. Cox
Title: Chief Financial Officer
10