SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 2005
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 [X] No [ ]
Number of Common Shares outstanding at May 2, 2005: 13,390,347 shares.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION....................................... 1
Item 1 - Financial Statements........................................ 1
Condensed Consolidated Balance Sheets at March 31, 2005
and December 31, 2004 (Unaudited)........................... 1
Condensed Consolidated Statements of Earnings for the
Three Months Ended March 31, 2005 and 2004 (Unaudited)...... 2
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2005 and 2004 (Unaudited)...... 3
Notes to Condensed Consolidated Financial Statements
(Unaudited)................................................. 4-34
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 35-50
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk........................................... 51
Item 4 - Controls and Procedures..................................... 51
PART II - OTHER INFORMATION........................................... 52
Item 1 - Legal Proceedings........................................... 52
Item 4 - Submission of Matters to a Vote of Security Holders......... 52
Item 6 - Exhibits and Reports on Form 8-K............................ 53
SIGNATURE............................................................. 55
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except shares and per share data)
March 31, 2005 December 31, 2004
-------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents............................. $ 38,880 $ 23,714
Restricted cash....................................... 21,883 -
Receivables, net...................................... 136,982 101,692
Inventories........................................... 118,778 93,500
Prepaid expenses and other............................ 7,086 11,265
Deferred income taxes................................. 1,927 1,834
--------- ---------
Total current assets................................ 325,536 232,005
--------- ---------
Property, plant and equipment........................... 682,546 671,851
Less accumulated depreciation and amortization.......... (274,500) (265,475)
--------- ---------
408,046 406,376
--------- ---------
Goodwill................................................ 40,303 40,303
Assets held for sale.................................... 127 -
Other assets............................................ 23,496 23,722
--------- ---------
$ 797,508 $ 702,406
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt..................... $ 18,828 $ -
Accounts payable...................................... 124,569 75,554
Accrued expenses...................................... 60,508 53,279
--------- ---------
Total current liabilities........................... 203,905 128,833
--------- ---------
Long-term debt, net of current portion.................. 274,055 292,759
Deferred income taxes................................... 46,549 41,039
Other liabilities and deferred income................... 24,117 23,336
Commitments and contingencies
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, 17,108,131 and
16,085,631 shares issued............................ 171 161
Additional paid-in capital............................ 157,789 135,407
Retained earnings..................................... 127,376 117,325
--------- ---------
285,336 252,893
Less common stock in treasury - at cost,
3,751,980 shares.................................... (36,454) (36,454)
--------- ---------
Total stockholders' equity.......................... 248,882 216,439
--------- ---------
$ 797,508 $ 702,406
========= =========
See accompanying notes to Condensed Consolidated Financial Statements.
1
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except per share data)
Three Months
Ended March 31,
---------------------
2005 2004
--------- ---------
Net revenues.................................................. $ 711,726 $ 540,807
Cost of products sold (excluding depreciation
and amortization)........................................... 625,790 460,767
--------- ---------
Gross margin.................................................. 85,936 80,040
Operating expenses............................................ 46,244 44,196
Depreciation and amortization................................. 10,970 9,098
Selling, general and administrative expenses.................. 7,799 8,200
Net gain on the disposal/write-down of assets,
including assets held for sale.............................. (13) (4)
Gain from insurance settlement due to fire incident........... (3,492) -
--------- ---------
Operating income.............................................. 24,428 18,550
Interest expense.............................................. (6,993) (9,361)
Amortization of financing costs............................... (504) (958)
Interest and investment income................................ 120 40
--------- ---------
Earnings from continuing operations before income taxes....... 17,051 8,271
Provision for income taxes.................................... 6,993 3,670
--------- ---------
Earnings from continuing operations .......................... 10,058 4,601
Loss from discontinued operations, net of income tax benefit
of $4 and $52............................................... (7) (84)
--------- ---------
Net earnings.................................................. $ 10,051 $ 4,517
========= =========
Net earnings (loss) per common share:
Basic
Continuing operations..................................... $ 0.81 $ 0.52
Discontinued operations................................... - (0.01)
--------- ---------
$ 0.81 $ 0.51
========= =========
Assuming dilution
Continuing operations..................................... $ 0.80 $ 0.51
Discontinued operations................................... - (0.01)
--------- ---------
$ 0.80 $ 0.50
========= =========
See accompanying notes to Condensed Consolidated Financial Statements.
2
GIANT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months
Ended March 31,
-----------------------
2005 2004
--------- ---------
Cash flows from operating activities:
Net earnings.................................................... $ 10,051 $ 4,517
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization from continuing operations........ 10,970 9,098
Depreciation and amortization from discontinued operations...... - 47
Amortization of financing costs................................. 504 958
Deferred income taxes........................................... 5,417 2,477
Deferred crude oil purchase discounts........................... 306 750
Net gain on the disposal of assets from continuing operations,
including assets held for sale................................ (13) (4)
Net loss on the disposal of assets from discontinued operations,
including assets held for sale................................ - 18
Gain from insurance settlement of fire incident................. (3,492) -
Changes in operating assets and liabilities:
(Increase) in receivables..................................... (35,291) (7,962)
(Increase) decrease in inventories............................ (25,278) 25,801
Decrease in prepaid expenses.................................. 4,194 1,251
(Increase) in other assets.................................... (264) (353)
Increase in accounts payable.................................. 47,866 11,999
Increase in accrued expenses.................................. 7,423 2,747
Increase in other liabilities................................. 622 467
--------- ---------
Net cash provided by operating activities......................... 23,015 51,811
--------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment....................... (12,826) (3,213)
Proceeds from assets held for sale and discontinued operations.. - 419
Yorktown refinery acquisition contingent payment................ - (4,049)
Proceeds from insurance settlement of fire incident............. 3,492 -
Proceeds from sale of property, plant and equipment and
other assets.................................................. 981 141
Increase in restricted cash..................................... (21,883) -
--------- ---------
Net cash used in investing activities............................. (30,236) (6,702)
--------- ---------
Cash flows from financing activities:
Payments of long-term debt...................................... - (2,007)
Proceeds from line of credit.................................... 15,000 -
Payments on line of credit...................................... (15,000) -
Net proceeds from issuance of common stock...................... 22,328 -
Proceeds from exercise of stock options......................... 64 98
Deferred financing costs........................................ (5) (182)
--------- ---------
Net cash provided by (used in) financing activities............... 22,387 (2,091)
--------- ---------
Net increase in cash and cash equivalents......................... 15,166 43,018
Cash and cash equivalents:
Beginning of period........................................... 23,714 27,263
--------- ---------
End of period................................................. $ 38,880 $ 70,281
========= =========
Significant Noncash Investing and Financing Activities. At March 31, 2005, approximately
$2,525,000 of purchases of property, plant and equipment had not been paid and accordingly,
were accrued in accounts payable and accrued liabilities. On February 25, 2004, we
contributed 49,046 newly issued shares of our common stock, valued at $900,000, to our
401(k) plan as a discretionary contribution for the year 2003.
See accompanying notes to Condensed Consolidated Financial Statements.
3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION, STOCK-BASED EMPLOYEE
COMPENSATION AND CURRENT PRONOUNCEMENTS:
Organization
Giant Industries, Inc., through our subsidiary Giant Industries
Arizona, Inc. and its subsidiaries, refines and sells petroleum products.
Our operations are located:
- on the East Coast - primarily in Virginia, Maryland, and North
Carolina; and
- in the Southwest - primarily in New Mexico, Arizona, and Colorado,
with a concentration in the Four Corners area where these states
meet.
In addition, our Phoenix Fuel Co., Inc. subsidiary distributes
commercial wholesale petroleum products primarily in Arizona.
We have three business units:
- our refining group;
- our retail group; and
- Phoenix Fuel.
See Note 10 for a further discussion of our business segments.
Basis of Presentation:
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
discontinued operations (see Note 4). Operating results for the three
months ended March 31, 2005 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2005. The
accompanying financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in our Annual
Report on Form 10-K for the year ended December 31, 2004.
4
We have made certain reclassifications to our 2004 financial
statements and notes to conform to the financial statement classifications
used in the current year. These reclassifications relate primarily to
discontinued operations reporting (see Note 4). These reclassifications
had no effect on reported earnings or stockholders' equity.
Stock-Based Employee Compensation:
We have a stock-based employee compensation plan that is more fully
described in Note 10 to our Annual Report on Form 10-K for the year ended
December 31, 2004. We account for this plan under the recognition and
measurement principles of Accounting Principles Board Opinion ("APB") No.
25, "Accounting for Stock Issued to Employees", and related
Interpretations. We use the intrinsic value method to account for stock-
based employee compensation. The following table illustrates the effect on
net earnings and earnings per share as if we had applied the fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation", to stock-based employee compensation.
Three Months Ended
March 31,
------------------
2005 2004
------- -------
(In thousands,
except per share data)
Net earnings, as reported....................... $10,051 $ 4,517
Deduct: Total stock-based employee
compensation expense determined under
the fair value based method for all
awards, net of related tax effect............. (17) (59)
------- -------
Pro forma net earnings.......................... $10,034 $ 4,458
======= =======
Earnings per share:
Basic - as reported........................... $ 0.81 $ 0.51
======= =======
Basic - pro forma............................. $ 0.81 $ 0.51
======= =======
Diluted - as reported......................... $ 0.80 $ 0.50
======= =======
Diluted - pro forma........................... $ 0.80 $ 0.49
======= =======
5
In December 2004, the FASB issued SFAS No. 123R, "Share-Based
Payment" that revised SFAS No. 123. This revision requires us to measure
the cost of employee services received in exchange for stock options
granted using the fair value method as of the beginning of the first
interim or annual reporting period that begins after June 15, 2005. In
April 2005, the Securities and Exchange Commission directed that SFAS 123R
would not be required to be implemented by public companies until the
beginning of the first fiscal year beginning after June 15, 2005. We do
not expect this statement to have a material impact on our financial
statements.
Current Pronouncements
The Emerging Issues Task Force (EITF) of the Financial Accounting
Standards Board (FASB), under issue No. 29, Accounting for Purchases and
Sales of Inventory with the Same Counterparty, is currently considering
the issue as to whether some or all of such buy/sell arrangements should
be accounted for at historical cost pursuant to the guidance in paragraph
21(a) of APB Opinion No. 29, Accounting for Nonmonetary Transactions. Our
buy/sell arrangements with a single counterparty are recorded at fair
value and reported on a net basis.
In November 2004, FASB issued SFAS 151, "Inventory Costs - An
Amendment of ARB No. 43, Chapter 4", which is effective for fiscal years
beginning after June 15, 2005. This Statement requires that idle capacity
expense, freight, handling costs, and wasted materials (spoilage),
regardless of whether these costs are considered abnormal, be treated as
current period charges. In addition, this Statement requires that
allocation of fixed overhead to the costs of conversion be based on the
normal capacity of the production facilities. We do not expect this
Statement to have a material impact on our financial statements.
6
NOTE 2 - INVENTORIES:
Our inventories consist of the following:
March 31, 2005 December 31, 2004
-------------- -----------------
(In thousands)
First-in, first-out ("FIFO") method:
Crude oil............................ $ 45,843 $ 44,435
Refined products..................... 105,792 68,863
Refinery and shop supplies........... 12,825 12,330
Merchandise.......................... 2,969 3,092
Retail method:
Merchandise.......................... 9,130 9,419
-------- --------
Subtotal........................... 176,559 138,139
Adjustment for last-in,
first-out ("LIFO") method............ (57,781) (44,639)
-------- --------
Total.............................. $118,778 $ 93,500
======== ========
The portion of inventories valued on a LIFO basis totaled $78,142,000
and $63,956,000 at March 31, 2005 and December 31, 2004, respectively. The
information in the following paragraph 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,
2005 and 2004, net earnings and diluted earnings per share would have been
higher as follows:
March 31, 2005 March 31, 2004
-------------- --------------
Net earnings........................... $7,752,000 $7,493,000
Diluted earnings per share............. $ 0.62 $ 0.82
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.
7
In the first quarter of 2004, we liquidated certain lower cost
refining crude oil LIFO inventory layers, which resulted in an increase in
our net earnings and related diluted earnings per share as follows:
Net earnings........................... $538,000
Diluted earnings per share............. $ 0.06
The LIFO layers that were liquidated were deemed to be a permanent
liquidation due to the terms of our agreement with Statoil regarding the
ownership of crude oil under the agreement. There were no LIFO layers
liquidated in the first quarter of 2005.
8
NOTE 3 - GOODWILL AND OTHER INTANGIBLE ASSETS:
At March 31, 2005 and December 31, 2004, we had goodwill of
$40,303,000. The goodwill balance consists of the following:
(In thousands)
Refining Group................. $21,153
Retail Group................... $4,414
Phoenix Fuel................... $14,736
-------
Total.......................... $40,303
-------
A summary of intangible assets that are included in "Other Assets" in
the Condensed Consolidated Balance Sheets at March 31, 2005 and December
31, 2004 are presented below:
March 31, 2005 December 31, 2004
------------------------------------ ------------------------------------
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Value Amortization Value Value Amortization Value
-------- ------------ -------- -------- ------------ --------
(In thousands)
Amortized intangible assets:
Rights-of-way..................... $ 3,630 $ 2,748 $ 882 $ 3,630 $ 2,708 $ 922
Contracts......................... 1,376 1,139 237 1,367 1,109 258
Licenses and permits.............. 1,214 413 801 1,096 379 717
------- ------- ------- ------- ------- -------
6,220 4,300 1,920 6,093 4,196 1,897
------- ------- ------- ------- ------- -------
Unamortized intangible assets:
Liquor licenses................... 7,315 - 7,315 7,315 - 7,315
------- ------- ------- ------- ------- -------
Total intangible assets............. $13,535 $ 4,300 $ 9,235 $13,408 $ 4,196 $ 9,212
======= ======= ======= ======= ======= =======
Intangible asset amortization expense for each of the three months
ended March 31, 2005 and 2004 was $109,000. Estimated amortization expense
for the rest of this fiscal year and the next five fiscal years is as
follows:
(In thousands)
2005 Remainder.................... $325
2006.............................. 435
2007.............................. 286
2008.............................. 245
2009.............................. 243
2010.............................. 94
9
NOTE 4 - ASSETS HELD FOR SALE, DISCONTINUED OPERATIONS, AND ASSET DISPOSALS:
The following table contains information regarding our discontinued
operations, all of which are included in our retail group.
Three Months Ended
March 31,
------------------
2005 2004
-------- --------
(In thousands)
Net revenues..................................... $ - $ 789
------ ------
Net operating loss............................... $ (11) $ (118)
Loss on disposal................................. $ - $ (18)
------ ------
Loss before income taxes......................... $ (11) $ (136)
------ -------
Net loss......................................... $ (7) $ (84)
Included in "Assets Held for Sale" in the accompanying Consolidated
Balance Sheets are the following categories of assets.
March 31, December 31,
2005 2004
--------- ------------
(In thousands)
Closed retail units...................... $ 127 $ -
-------- -------
$ 127 $ -
======== =======
During the first quarter of 2005, we transferred a closed store from
property, plant and equipment to assets held for sale. This store was sold
in April, 2005.
10
NOTE 5 - ASSET RETIREMENT OBLIGATIONS:
On January 1, 2003, we 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
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. Our legally restricted assets that are set aside for
purposes of settling ARO liabilities are approximately $830,000 as of
March 31, 2005. These assets are set aside to fund costs associated with
the closure of certain solid waste management facilities.
In March 2005, the FASB issued interpretation 47, "Accounting for
Conditional Asset Retirement Obligations". This interpretation clarifies
the term conditional asset retirement obligation as used in SFAS No. 143,
Accounting for Asset Retirement Obligations. Conditional asset retirement
obligation refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional
on a future event that may or may not be within the control of the
entity. Accordingly, an entity is required to recognize a liability for
the fair value of a conditional asset retirement obligation if the fair
value of the liability can be reasonably estimated. Clarity is also
provided regarding when an entity would have sufficient information to
reasonably estimate the fair value of an asset retirement obligation. We
are in the process of assessing the potential impact (if any) of this
interpretation on our financial statements.
We identified the following ARO's:
1. Landfills - pursuant to Virginia law, the two solid waste
management facilities at our Yorktown refinery must satisfy closure and
post-closure care and financial responsibility requirements.
2. Crude Pipelines - our 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. We do not believe these right-of-way agreements will require us
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 - we have a legal obligation under applicable law
to remove certain underground and aboveground storage tanks, both on owned
property and leased property, once they are taken out of service. Under
some lease arrangements, we also have committed to restore the leased
property to its original condition.
11
The following table reconciles the beginning and ending aggregate
carrying amount of our ARO's for the three months ended March 31, 2005 and
the year ended December 31, 2004.
March 31, December 31,
2005 2004
--------- ------------
(In thousands)
Liability beginning of year........... $2,272 $2,223
Liabilities incurred.................. - 57
Liabilities settled................... (31) (259)
Accretion expense..................... 46 251
------ ------
Liability end of period............... $2,287 $2,272
====== ======
Our ARO's are recorded in "Other Liabilities and Deferred Income" on
our Condensed Consolidated Balance Sheets.
12
NOTE 6 - LONG-TERM DEBT:
Our long-term debt consisted of the following:
March 31, 2005 December 31, 2004
-------------- -----------------
(In thousands)
11% senior subordinated notes, due 2012, net of
unamortized discount of $3,554 and $3,635,
interest payable semi-annually..................... $145,275 $145,194
8% senior subordinated notes, due 2014, net of
unamortized discount of $2,392 and $2,435,
interest payable semi-annually..................... 147,608 147,565
-------- --------
Subtotal........................................... 292,883 292,759
Less current portion............................... (18,828) -
-------- --------
Total $274,055 $292,759
======== ========
In March 2005, we issued 1,000,000 shares of our common stock and
received approximately $22,328,000, net of expenses. Our use of
$21,883,000 of this amount was restricted. On May 5, 2005, the restricted
amount was used to redeem approximately $18,828,000 of the remaining
portion of our outstanding 11% senior subordinated notes eligible to be
redeemed pursuant to the provision of the indenture governing the notes
that permits us to purchase up to 35% of the notes with the proceeds of an
equity offering. The amount paid to redeem the notes included interest of
$984,000 to the date of redemption (May 5, 2005) and a redemption premium
of $2,071,000.
Repayment of both the 11% and 8% senior subordinated notes
(collectively, the "Notes") is jointly and severally guaranteed on an
unconditional basis by our 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 our
subsidiaries to transfer funds to us 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 us in certain circumstances.
The indentures governing the notes contain restrictive covenants
that, among other things, restrict our ability to:
13
- create liens;
- incur or guarantee debt;
- pay dividends;
- repurchase shares of our common stock;
- sell certain assets or subsidiary stock;
- engage in certain mergers;
- engage in certain transactions with affiliates; or
- alter our current line of business.
In addition, subject to certain conditions, we are obligated to offer
to repurchase a portion of the notes at a price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the
date of repurchase, with the net cash proceeds of certain sales or other
dispositions of assets. Upon a change of control, we would be required to
offer to repurchase all of the notes at 101% of the principal amount
thereof, plus accrued interest, if any, to the date of purchase. At March
31, 2005, retained earnings available for dividends under the most
restrictive terms of the indentures were approximately $31,538,000.
Separate financial statements of our subsidiaries are not included
herein because the aggregate assets, liabilities, earnings, and equity of
the subsidiaries are substantially equivalent to our assets, liabilities,
earnings, and equity 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 us to be material to investors.
We also have a three-year senior secured revolving credit facility
(the "Credit Facility") with a group of banks. 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. We
have a one-time option to increase the size of the facility to up to
$125,000,000.
The interest rate applicable to the Credit Facility is based on
various short-term indices. At March 31, 2005, this rate was approximately
5% per annum. We are required to pay a quarterly commitment fee of 0.50%
per annum of the unused amount of the facility.
At March 31, 2005, there were no direct borrowings outstanding under
the Credit Facility. At March 31, 2005, there were, however, $13,566,000
of irrevocable letters of credit outstanding, primarily to crude oil
suppliers, insurance companies, and regulatory agencies. At December 31,
2004, there were no direct borrowings and $12,068,000 of irrevocable
letters of credit outstanding primarily to crude oil suppliers, insurance
companies, and regulatory agencies.
14
The obligations under the Credit Facility are guaranteed by each of
our principal subsidiaries and secured by a security interest in our
personal property, including:
- accounts receivable;
- inventory;
- contracts;
- chattel paper;
- trademarks;
- copyrights;
- patents;
- license rights;
- deposits; and
- investment accounts and general intangibles.
The Credit Facility contains negative covenants limiting, among other
things, our ability to:
- incur additional indebtedness;
- create liens;
- dispose of assets;
- 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 us;
- make distributions or stock repurchases;
- make significant changes in accounting practices or change our
fiscal year; and
- prepay or modify subordinated indebtedness.
The Credit Facility also requires us to meet certain financial
covenants, including maintaining a minimum consolidated net worth, a
minimum fixed charge coverage ratio, and a maximum consolidated funded
indebtedness to total capitalization percentage.
Our failure to satisfy any of the covenants in the Credit facility is
an event of default under the Credit Facility. The Credit Facility also
includes other customary events of default, including, among other things,
a cross-default to our other material indebtedness and certain changes of
control.
15
NOTE 7 - DERIVATIVE INSTRUMENTS:
We are exposed to various market risks, including changes in certain
commodity prices and interest rates. To manage these normal business
exposures, from time to time, we may use commodity futures and options
contracts to reduce price volatility, to fix margins in our refining and
marketing operations and to protect against price declines associated with
our crude oil and finished products inventories. There were no such
transactions in the first quarter of 2005 and 2004, and there were no open
crude oil futures contracts or other commodity derivative contracts at
March 31, 2005.
16
NOTE 8 - PENSION AND POST-RETIREMENT BENEFITS:
The components of the Net Periodic Benefit Cost are as follows:
Yorktown Yorktown
Cash Balance Plan Retiree Medical Plan
--------------------------- ---------------------------
Three Months Ended March 31 Three Months Ended March 31
--------------------------- ---------------------------
2005 2004 2005 2004
--------- --------- --------- ---------
Service cost........................... $ 339,131 $ 345,005 $ 54,924 $ 51,893
Interest cost.......................... 167,780 134,294 55,166 48,673
Expected return on plan assets......... (69,345) (28,624) - -
Amortization of prior service cost..... (26,618) - - -
Amortization of net (gain)/loss........ 14,992 - 4,001 4,374
--------- --------- --------- ---------
Net Periodic Benefit Cost.............. $ 425,940 $ 450,675 $ 114,091 $ 104,940
========= ========= ========= =========
17
NOTE 9 - EARNINGS PER SHARE:
The following table sets forth the computation of basic and diluted
earnings (loss) per share:
Three Months
Ended March 31,
---------------------
2005 2004
--------- ---------
Numerator (In thousands)
Earnings from continuing operations.............. $ 10,058 $ 4,601
Loss from discontinued operations................ (7) (84)
--------- ---------
Net earnings..................................... $ 10,051 $ 4,517
========= =========
Three Months
Ended March 31,
---------------------
2005 2004
--------- ---------
Denominator
Basic - weighted average shares outstanding...... 12,381,540 8,822,787
Effect of dilutive stock options................. 197,661 269,947
---------- ---------
Diluted - weighted average shares outstanding.... 12,579,201 9,092,734
========== =========
Three Months
Ended March 31,
---------------------
2005 2004
-------- ---------
Basic Earnings (Loss) Per Share
Earnings from continuing operations.............. $ 0.81 $ 0.52
Loss from discontinued operations................ - (0.01)
--------- ---------
Net earnings..................................... $ 0.81 $ 0.51
========= =========
18
Three Months
Ended March 31,
---------------------
2005 2004
--------- ---------
Diluted Earnings (Loss) Per Share
Earnings from continuing operations.............. $ 0.80 $ 0.51
Loss from discontinued operations................ - (0.01)
--------- ---------
Net earnings..................................... $ 0.80 $ 0.50
========= =========
In March 2005, we issued 1,000,000 shares of common stock. See Note 6
for further information. In April 2005, we contributed 34,196 newly issued
shares of our common stock, valued at $900,000, to our 401(k) plan as a
discretionary contribution for the year 2004.
19
NOTE 10 - BUSINESS SEGMENTS:
We are 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
Our refining group operates our Ciniza and Bloomfield refineries in
the Four Corners area of New Mexico and the Yorktown refinery in Virginia.
It also operates a crude oil gathering pipeline system in New Mexico, two
finished products distribution terminals, and a fleet of crude oil and
finished product trucks. Our three refineries make various grades of
gasoline, diesel fuel, and other products from crude oil, other
feedstocks, and blending components. We also acquire finished products
through exchange agreements and from various suppliers. We sell these
products through our service stations, independent wholesalers and
retailers, commercial accounts, and sales and exchanges with major oil
companies. We purchase crude oil, other feedstocks and blending components
from various suppliers.
RETAIL GROUP
Our retail group operates service stations, which include convenience
stores or kiosks. Our service stations sell various grades of gasoline,
diesel fuel, general merchandise, including tobacco and alcoholic and
nonalcoholic beverages, and food products to the general public. Our
refining group or Phoenix Fuel supplies the gasoline and diesel fuel our
retail group sells. We purchase general merchandise and food products from
various suppliers. At March 31, 2005, we operated 125 service stations
with convenience stores or kiosks.
PHOENIX FUEL
Phoenix Fuel distributes commercial wholesale petroleum products. It
includes several lubricant and bulk petroleum distribution plants, an
unmanned fleet fueling operation, a bulk lubricant terminal facility, and
a fleet of finished product and lubricant delivery trucks. Phoenix Fuel
purchases petroleum fuels and lubricants from suppliers and to a lesser
extent from our refining group.
OTHER
Our 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.
20
Operating income for each segment consists of net revenues less cost
of products sold, operating expenses, depreciation and amortization, and
the segment's selling, general and administrative expenses. Cost of
products sold reflects current costs adjusted, where appropriate, for LIFO
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 our cash and
cash equivalents, and various accounts receivable, net property, plant and
equipment, and other long-term assets.
Disclosures regarding our reportable segments with a reconciliation
to consolidated totals for the three months ended March 31, 2005 and 2004,
are presented below.
21
For the Three Months March 31, 2005
----------------------------------------------------------------
Refining Retail Phoenix Reconciling
Group Group Fuel Other Items Consolidated
----------------------------------------------------------------
(In thousands)
Customer net revenues:
Finished products:
Four Corners operations.............. $120,874
Yorktown operations.................. 296,704
--------
Total.............................. $417,578 $ 61,810 $166,741 $ - $ - $ 646,129
Merchandise and lubricants............. - 31,287 9,022 - - 40,309
Other.................................. 20,773 3,829 588 98 - 25,288
-------- -------- -------- -------- -------- ---------
Total.............................. 438,351 96,926 176,351 98 - 711,726
-------- -------- -------- -------- -------- ---------
Intersegment net revenues:
Finished products...................... 50,315 - 15,313 - (65,628) -
Other.................................. 4,361 - - - (4,361) -
-------- -------- -------- -------- -------- ---------
Total.............................. 54,676 - 15,313 - (69,989) -
-------- -------- -------- -------- -------- ---------
Total net revenues....................... 493,027 96,926 191,664 98 (69,989) 711,726
Less net revenues of discontinued
operations............................. - - - - - -
-------- -------- -------- -------- -------- ---------
Net revenues of continuing operations.... $493,027 $ 96,926 $191,664 $ 98 $(69,989) $ 711,726
======== ======== ======== ======== ======== =========
Operating income (loss):
Four Corners operations................ $ 6,285
Yorktown operations.................... 17,650
--------
Total operating income (loss)
before corporate allocation...... $ 23,935 $ (1,679) $ 3,699 $ (5,043) $ 3,505 $ 24,417
Corporate allocation..................... (2,738) (1,564) (532) 4,834 - -
-------- -------- -------- -------- -------- ---------
Total operating income (loss) after
corporate allocation................... 21,197 (3,243) 3,167 (209) 3,505 24,417
Discontinued operations loss............. - 11 - - - 11
-------- -------- -------- -------- -------- ---------
Operating income (loss) from
continuing operations................ $ 21,197 $ (3,232) $ 3,167 $ (209) $ 3,505 24,428
======== ======== ======== ======== ========
Interest expense......................... (6,993)
Amortization and write-offs of
financing costs........................ (504)
Interest and investment income........... 120
---------
Earnings from continuing operations
before income taxes.................... $ 17,051
=========
Depreciation and amortization:
Four Corners operations................ $ 4,070
Yorktown operations.................... 2,659
--------
Total.............................. $ 6,729 $ 3,547 $ 516 $ 178 $ - $ 10,970
Less discontinued operations........... - - - - - -
-------- -------- -------- -------- -------- ---------
Continuing operations.................. $ 6,729 $ 3,547 $ 516 $ 178 $ - $ 10,970
======== ======== ======== ======== ======== =========
Total assets............................. $517,431 $105,485 $ 96,343 $ 78,249 $ - $ 797,508
Capital expenditures..................... $ 11,004 $ 780 $ 458 $ 584 $ - $ 12,826
22
For the Three Months March 31, 2004
----------------------------------------------------------------
Refining Retail Phoenix Reconciling
Group Group Fuel Other Items Consolidated
----------------------------------------------------------------
(In thousands)
Customer net revenues:
Finished products:
Four Corners operations.............. $ 86,029
Yorktown operations.................. 227,647
--------
Total.............................. $313,676 $ 47,829 $122,862 $ - $ - $ 484,367
Merchandise and lubricants............. - 30,844 7,336 - - 38,180
Other.................................. 14,526 3,846 397 280 - 19,049
-------- -------- -------- -------- -------- ---------
Total.............................. 328,202 82,519 130,595 280 - 541,596
-------- -------- -------- -------- -------- ---------
Intersegment net revenues:
Finished products...................... 55,958 - 12,295 - (68,253) -
Other.................................. 4,036 - - - (4,036) -
-------- -------- -------- -------- -------- ---------
Total.............................. 59,994 - 12,295 - (72,289) -
-------- -------- -------- -------- -------- ---------
Total net revenues....................... 388,196 82,519 142,890 280 (72,289) 541,596
Less net revenues of discontinued
operations............................. - (789) - - - (789)
-------- -------- -------- -------- -------- ---------
Net revenues of continuing operations.... $388,196 $ 81,730 $142,890 $ 280 $(72,289) $ 540,807
======== ======== ======== ======== ======== =========
Operating income (loss):
Four Corners operations................ $ 6,161
Yorktown operations.................... 14,435
--------
Total operating income (loss)
before corporate allocation...... $ 20,596 $ 988 $ 2,113 $ (5,269) $ (14) $ 18,414
Corporate allocation..................... (2,861) (1,634) (556) 5,051 - -
-------- -------- -------- -------- -------- ---------
Total operating income (loss) after
corporate allocation................... 17,735 (646) 1,557 (218) (14) 18,414
Discontinued operations loss............. - 118 - - 18 136
-------- -------- -------- -------- -------- ---------
Operating income (loss) from
continuing operations................ $ 17,735 $ (528) $ 1,557 $ (218) $ 4 18,550
======== ======== ======== ======== ========
Interest expense......................... (9,361)
Amortization and write-offs of
financing costs........................ (958)
Interest and investment income........... 40
---------
Earnings from continuing operations
before income taxes.................... $ 8,271
=========
Depreciation and amortization:
Four Corners operations................ $ 3,979
Yorktown operations.................... 2,126
--------
Total.............................. $ 6,105 $ 2,403 $ 415 $ 222 $ - $ 9,145
Less discontinued operations........... - (47) - - - (47)
-------- -------- -------- -------- -------- ---------
Continuing operations.................. $ 6,105 $ 2,356 $ 415 $ 222 $ - $ 9,098
======== ======== ======== ======== ======== =========
Total assets............................. $441,787 $112,956 $ 72,404 $ 93,232 $ - $ 720,379
Capital expenditures..................... $ 2,616 $ 258 $ 328 $ 11 $ - $ 3,213
Yorktown refinery acquisition
contingent payment..................... $ 4,049 $ - $ - $ - $ - $ 4,049
23
NOTE 11 - COMMITMENTS AND CONTINGENCIES:
We have various legal actions, claims, assessments and other
contingencies arising in the normal course of our business, including
those matters described below, pending against us. Some 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. We have recorded accruals for losses related to
those matters that we consider to be probable and that can be reasonably
estimated. We currently believe that any amounts exceeding our recorded
accruals should not materially affect our financial condition or
liquidity. It is possible, however, that the ultimate resolution of these
matters could result in a material adverse effect on our results of
operations.
Federal, state and local laws relating to the environment, health and
safety affect nearly all of our operations. As is the case with all
companies engaged in similar industries, we face significant exposure from
actual or potential claims and lawsuits involving environmental matters.
These matters include soil and water contamination, air pollution and
personal injuries or property damage allegedly caused by substances made,
handled, used, released or disposed of by us or by our predecessors.
Future expenditures related to environmental, health and safety
matters 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 us and changing environmental, health and safety laws,
including changing interpretations of those laws.
ENVIRONMENTAL AND LITIGATION ACCRUALS
As of March 31, 2005 and December 31, 2004, we had environmental
liability accruals of approximately $5,944,000 and $6,156,000,
respectively, which are summarized below, and litigation accruals in the
aggregate of $512,000 at March 31, 2005 and $525,000 at December 31, 2004.
Environmental accruals are recorded in the current and long-term sections
of our Condensed Consolidated Balance Sheets.
24
SUMMARY OF ACCRUED ENVIRONMENTAL CONTINGENCIES
(In thousands)
December 31, Increase March 31,
2004 (Decrease) Payments 2005
------------ ---------- -------- -------------
Farmington Refinery....................... $ 570 $ - $ - $ 570
Ciniza - Land Treatment Facility.......... 186 - (8) 178
Bloomfield Tank Farm (Old Terminal)....... 53 - (4) 49
Ciniza - Solid Waste Management Units..... 274 - (10) 264
Bloomfield Refinery....................... 251 - - 251
Ciniza Well Closures...................... 109 (109) - -
Retail Service Stations - Various......... 138 - (4) 134
East Outfall - Bloomfield................. - - - -
West Outfall - Bloomfield................. 44 - (30) 14
Yorktown Refinery......................... 4,531 - (47) 4,484
------- ------ ------ -------
Totals................................. $ 6,156 $ (109) $ (103) $ 5,944
======= ====== ====== =======
Approximately $5,354,000 of this accrual is for the following projects
discussed below:
- the remediation of the hydrocarbon plume that appears to extend no
more than 1,800 feet south of our inactive Farmington refinery;
- environmental obligations assumed in connection with our
acquisitions of the Yorktown refinery and the Bloomfield
refinery; and
- hydrocarbon contamination on and adjacent to the 5.5 acres that we
own in Bloomfield, New Mexico.
The remaining amount of the accrual relates to the following:
- 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; and
- amounts for smaller remediation projects.
25
YORKTOWN ENVIRONMENTAL LIABILITIES
We assumed certain liabilities and obligations in connection with our
purchase of the Yorktown refinery from BP Corporation North America Inc.
and BP Products North America Inc. (collectively "BP"). BP agreed to
reimburse us in specified amounts for some matters. Among other things,
and subject to certain exceptions, we assumed responsibility for all
costs, expenses, liabilities, and obligations under environmental, health
and safety laws caused by, arising from, incurred in connection with or
relating to the ownership of the refinery or its operation. We agreed to
reimburse BP for losses incurred in connection with or related to
liabilities and obligations assumed by us. Certain environmental matters
relating to the Yorktown refinery are discussed below.
YORKTOWN CONSENT DECREE
Environmental obligations assumed by us include BP's responsibilities
relating to the Yorktown refinery under a consent decree among various
parties covering many locations (the "Consent Decree"). Parties to the
Consent Decree include the United States, BP Exploration and Oil Co.,
Amoco Oil Company, and Atlantic Richfield Company. We 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 nitrous oxides, sulfur
dioxide, and particulate matter emissions and upgrades to the refinery's
leak detection and repair program. We estimate that we will incur capital
expenditures of between $20,000,000 and $27,000,000 to comply with the
Consent Decree through 2006, and have expended approximately $2,000,000 of
this amount through the first quarter of 2005. In addition, we estimate
that we will incur operating expenses associated with the requirements of
the Consent Decree of between $1,600,000 and $2,600,000 per year.
YORKTOWN 1991 ORDER
In connection with the Yorktown acquisition, we also assumed BP's
obligations under an administrative order issued in 1991 by EPA under the
Resource Conservation and Recovery Act. The order requires an investigation
of certain areas of the refinery and the development of measures to correct
any releases of contaminants or hazardous substances found in these areas.
A Resource Conservation and Recovery Act Facility Investigation was
conducted and approved conditionally by EPA in 2002. Following the
investigation, a Risk Assessment/Corrective Measures Study ("RA/CMS") was
finalized in 2003, which summarized the remediation measures agreed upon by
us, EPA, and the Virginia Department of Environmental Quality ("VDEQ"). The
RA/CMS proposes investigation, sampling, monitoring, and cleanup measures,
including the construction of an on-site corrective action management unit
that would be used to consolidate hazardous solid materials associated with
these measures. These proposed actions relate to soil, sludge, and
remediation wastes relating to 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 also are addressed
in the RA/CMS.
26
Based on the RA/CMS, EPA issued a proposed cleanup plan for public
comment in December 2003 setting forth preferred corrective measures for
remediating soil, groundwater, sediment, and surface water contamination
at the refinery. Following the public comment period, EPA issued its final
remedy decision and response to comments in April 2004. EPA currently is
developing the administrative consent order pursuant to which we will
implement our cleanup plan. Our most current estimate of expenses
associated with the order is between $24,000,000 and $26,000,000, and we
anticipate that these expenses will be incurred over a period of
approximately 35 years after EPA approves our cleanup plan. We believe
that approximately $9,600,000 of this amount will be incurred over an
initial four-year period, and additional expenditures of approximately
$7,700,000 will be incurred over the following four-year period. We may
not be responsible, however, for all of these expenditures due to the
environmental reimbursement provisions included in our purchase agreement
with BP, as more fully discussed below. Additionally, the facility's
underground sewer system will be cleaned, inspected and repaired as
needed. A portion of this sewer work is scheduled to begin during the
construction of the corrective action management unit and related
remediation work. We anticipate that the balance of the sewer work will
cost from $1,500,000 to $3,500,000 over a period of three to five years,
beginning around the time the construction of the corrective action
management unit and related remediation work is nearing completion in the
2010 to 2012 timeframe.
We have been informed by EPA that as part of the order approving our
cleanup plan, they may require financial assurance of our ability to
perform the plan. Options available to us for providing financial
assurance include depositing funds into a trust or posting a letter of
credit or performance bond. We, however, are not certain that financial
assurance will be required.
CLAIMS FOR REIMBURSEMENT FROM BP
BP has agreed to reimburse us for all losses that are caused by or
relate to property damage caused by, or any environmental remediation
required due to, a violation of environmental health, and safety laws
during BP's operation of the refinery. In order to have a claim against
BP, however, the total of all our losses must exceed $5,000,000, in which
event our claim only relates to the amount exceeding $5,000,000. After
$5,000,000 is reached, our claim is limited to 50% of the amount by which
our losses exceed $5,000,000 until the total of all our losses exceeds
$10,000,000. After $10,000,000 is reached, our claim would be for 100% of
the amount by which our losses exceed $10,000,000. In applying these
provisions, losses amounting to a total of less than $250,000 arising out
of the same event are not added to any other losses for purposes of
determining whether and when the $5,000,000 or $10,000,000 has been
27
reached. After the $5,000,000 or $10,000,000 thresholds have been reached,
BP has no obligation to reimburse us for any losses amounting to a total
of less than $250,000 arising out of the same event. Except as specified
in the refinery purchase agreement, in order to seek reimbursement from
BP, we were required to notify BP of a claim within two years following
the closing date. Further, BP's total liability for reimbursement under
the refinery purchase agreement, including liability for environmental
claims, is limited to $35,000,000.
FARMINGTON REFINERY MATTERS
In 1973, we constructed the Farmington refinery that we operated
until 1982. In 1985, we became aware of soil and shallow groundwater
contamination at this facility. Our environmental consulting firms
identified several areas of contamination in the soils and shallow
groundwater underlying the Farmington property. One of our consultants
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. Our remediation activities are ongoing under the
supervision of the New Mexico Oil Conservation Division ("OCD"), although
OCD has not issued a cleanup order.
LEE ACRES LANDFILL
The Farmington refinery property is located next to the Lee Acres
Landfill, a closed landfill formerly operated by San Juan County. The
landfill is situated on lands owned by the United States Bureau of Land
Management (the "BLM"). Industrial and municipal wastes from numerous
sources were disposed of in the landfill. While the landfill was
operational, we 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 us that we 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 cleanup plan for the landfill available to the
public in 1996. In September 2004, EPA and BLM issued a Record of
Decision, which presents the cleanup plan selected for the landfill. The
28
selected remedy consists of placing a cap over a portion of the old
landfill, together with a barrier to prevent contaminants from moving off
the site, groundwater monitoring, and site usage limitations. We believe
construction of the cap has been completed. The Record of Decision states
that the total estimated cost of these actions is $2,200,000 in the near
term, with the total future cost for remediation of the landfill not
expected to exceed $3,500,000 over 30 years. If monitoring data indicated
a long-term trend of significantly increasing pollution concentrations,
then the selected remedy would be reevaluated, and appropriate corrective
action would be taken, if needed.
In 1989, one of our consultants estimated, based on various
assumptions, that our share of potential liability could be approximately
$1,200,000. This figure was based upon estimated landfill remediation
costs significantly higher than the estimated costs reflected in the
Record of Decision. The figure 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 our
potential legal defenses and arguments, including possible setoff rights.
Potentially responsible party liability is joint and several, which
means 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
the contamination. Although it is possible that we 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 for various reasons. These reasons include:
- a number of entities had involvement at the site;
- allocation of responsibility among potentially responsible parties
has not yet been proposed or made; and
- potentially applicable factual and legal issues have not been
resolved.
Accordingly, we have not recorded a liability in relation to BLM's
selected plan because the amount of any potential liability is currently
not determinable.
BLM may assert claims against us and others for reimbursement of
investigative, cleanup and other costs incurred by BLM in connection with
the landfill and surrounding areas. We may 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 us, BLM, and others for property damage, personal injury and other
29
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 us by BLM or any other party.
BLOOMFIELD REFINERY ENVIRONMENTAL OBLIGATIONS
In connection with the acquisition of the Bloomfield refinery, we
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
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 December 2002, HWB and
OCD approved a cleanup plan for the refinery, subject to various actions
to be taken by us to implement the plan. We estimate that remaining
remediation expenses associated with the cleanup plan will be
approximately $251,000, and that these expenses will be incurred through
approximately 2018.
WESTERN OUTFALL - BLOOMFIELD REFINERY
In August 2004, hydrocarbon discharges were discovered seeping into
two small gullies, or draws, on the north side of the Bloomfield refinery
site. We took immediate containment and other corrective actions,
including removal of contaminated soils, construction of lined collection
sumps, and further investigation and monitoring. In the third quarter of
2004, OCD indicated that it would be issuing a compliance order, including
a possible penalty, in connection with these discharges, but we have not
received any order to date. OCD also indicated that its preferred remedy
is an underground barrier with a pollutant extraction and collection
system. Construction of this barrier was completed in March 2005.
Construction of the extraction and collection system began in April 2005
and should be completed in 2005. We currently estimate that the total cost
of this remedy, including amounts previously expended, could be as much as
$1,000,000, approximately $14,000 of which will be for non-capital items.
We have spent approximately $550,000 to date.
BLOOMFIELD TANK FARM (OLD TERMINAL)
We have discovered hydrocarbon contamination adjacent to a
55,000 barrel crude oil storage tank that was located in Bloomfield, New
Mexico. We believe that all or a portion of the tank and the 5.5 acres we
own on which the tank was located may have been a part of a refinery,
30
owned by various other parties, that, to our knowledge, ceased operations
in the early 1960s. We received approval to conduct a pilot bioventing
project to address remaining contamination at the site, which was
completed in 2001. Bioventing involves pumping air into the soil to
stimulate bacterial activity which in turn consumes hydrocarbons. Based on
the results of the pilot project, we submitted a remediation plan to OCD
proposing the use of bioventing to address the remaining contamination.
This remediation plan was approved by OCD in 2002. We anticipate that we
will incur about $50,000 in expenses from 2005 through 2007 to continue
remediation, including groundwater monitoring and testing, until natural
attenuation has completed the process of groundwater remediation.
NOTICES OF VIOLATION AT FOUR CORNERS REFINERIES
In June 2002, we received a draft compliance order from the New
Mexico Environment Department ("NMED") in connection with alleged
violations of air quality regulations at the Ciniza refinery. These
alleged violations relate to an inspection completed in April 2001.
In August 2002, we received a compliance order from NMED in
connection with alleged violations of air quality regulations at the
Bloomfield refinery. These alleged violations relate to an inspection
completed in September 2001.
In the second quarter of 2003, the EPA informally told us that it
also intended to allege air quality violations in connection with the 2001
inspections at both refineries. We have since participated in joint
meetings with NMED and EPA. These discussions have included alleged
violations through December 31, 2003, in addition to matters relating to
the 2001 inspections. If no settlement is reached, we currently estimate
that potential penalties could amount to between $4,000,000 and
$6,000,000. We have accrued significantly less than these amounts because
settlement discussions with NMED and EPA are ongoing. These discussions
may result in reductions in the amount of potential penalties. In lieu of
fines and as part of an administrative settlement, we expect that EPA and
NMED may require us to undertake certain environmentally beneficial
projects known as supplemental environmental projects.
In the first quarter of 2004, EPA told us that any administrative
settlement also must be consistent with the consent decrees EPA has
entered with other refiners as part of its national refinery enforcement
program. In these other settlements, EPA generally has required that the
refiner:
- implement controls to reduce emissions of nitrogen oxide, sulfur
dioxide, and particulate matter from the largest emitting process
units;
31
- upgrade leak detection and repair practices;
- minimize the number and severity of flaring events; and
- adopt strategies to ensure compliance with benzene waste
requirements.
We currently believe that we could satisfy the requirements of this
national refinery initiative by making modifications to our Four Corners
refineries that could cost up to approximately $20,000,000, and that it
might be possible to spread the majority of these costs over a period of
four to seven years following the date of any settlement. In addition, on-
going annual operating costs associated with these modifications are
currently estimated to be as much as approximately $2,000,000 per year.
These costs could be subject to reduction in the event of the temporary,
partial or permanent discontinuance of operations at one or both
facilities. There is no assurance, however, that EPA will agree with our
assessment of the national refinery initiative requirements. Accordingly,
EPA might require us to incur additional national refinery initiative
compliance costs as a part of any settlement. We are continuing joint
settlement discussions with EPA and NMED.
JET FUEL CLAIM
In February 2003, we filed a complaint against the United States in
the United States Court of Federal Claims related to military jet fuel
that we sold to the Defense Energy Support Center ("DESC") from 1983
through 1994. We asserted that the federal government underpaid for the
jet fuel by about $17,000,000. We requested that we be made whole in
connection with payments that were less than the fair market value of the
fuel, that we be reimbursed for the value of transporting the fuel in some
contracts, and that we be reimbursed for certain additional costs of
complying with the government's special requirements. The U.S. has said
that it may counterclaim and assert, based on its interpretation of the
contracts, that we owe additional amounts of between $2,100,000 and
$4,900,000. In the first quarter of 2004, the United States Court of
Appeals for the Federal Circuit agreed to hear appeals in other jet fuel
cases. The judge in our case has halted any further action pending a
decision by the Court of Appeals. On April 26, 2005, the Court of Appeals
ruled in favor of the government. The refiners involved in the appellate
case are evaluating whether to pursue further appeals. As a result of this
decision, we are continuing to evaluate our claims and monitor further
developments in the appellate case. Based on the current status of our
claim, we have not recorded a receivable for these claims or a liability
for any potential counterclaim.
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MTBE LITIGATION
Lawsuits have been filed in numerous states alleging that MTBE, a
blendstock used by many refiners in producing specially formulated
gasoline, has contaminated water supplies. MTBE contamination primarily
results from leaking underground or aboveground storage tanks. The suits
allege MTBE contamination of water supplies owned and operated by the
plaintiffs, who are generally water providers or governmental entities.
The plaintiffs assert that numerous refiners, distributors, or sellers of
MTBE and/or gasoline containing MTBE are responsible for the
contamination. The plaintiffs also claim that the defendants are jointly
and severally liable for compensatory and punitive damages, costs, and
interest. Joint and several liability means that each defendant may be
liable for all of the damages even though that party was responsible for
only a small part of the damages. We are a defendant in approximately 30
of these MTBE lawsuits pending in Virginia, Connecticut, Massachusetts,
New Hampshire, New York, New Jersey, and Pennsylvania. We intend to
vigorously defend these lawsuits.
CINIZA REFINERY INCIDENT
A fire occurred in the alkylation unit at our Ciniza refinery on
April 8, 2004. This unit produces high octane blending stock for gasoline.
Emergency personnel responded immediately and contained the fire to the
alkylation unit, although there also was some damage to ancillary
equipment and to two adjacent units. Four of our employees were injured
and transported to an Albuquerque hospital. Presently, three have been
released and one remains hospitalized.
In October 2004, the Occupational Health and Safety Board of the New
Mexico Environment Department ("OHSB") completed an investigation of
matters relating to the fire. We have agreed to a settlement with OHSB,
subject to public notice requirements, pursuant to which we would pay
fines of $16,450.
An investigation by the U.S. Chemical Safety and Hazard Investigation
Board ("CSB") of matters relating to the fire is ongoing. CSB, however,
does not have authority to issue any monetary fines.
In March 2005, we agreed to fully resolve our property insurance
claim for $10,300,000, net of our $1,000,000 deductible. We received
approximately $6,600,000 of this amount in 2004 and $3,492,000 in the
first quarter of 2005. We received the remaining reimbursement in April,
2005. We also have worker's compensation insurance to cover the physical
injuries sustained by personnel.
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NEW MEXICO CONVENIENCE STORE SAFETY REGULATIONS
In May 2004, OHSB proposed regulations that require additional
security measures in the convenience store industry in New Mexico. These
requirements relate to, among other things, exterior lighting, late night
security, employee training, door and window signage, and security
surveillance systems and alarms. After public discussion, the New Mexico
Environmental Improvement Board approved the regulations, which became
enforceable in February 2005. The legality of these regulations, however,
is the subject of a court challenge by, among others, the New Mexico
Petroleum Marketers Association.
We are complying with the late night security requirements by having
two employees on duty between the hours of 11:00 p.m. and 5:00 a.m. We
estimate that having two employees at all of our New Mexico stores during
these late night hours will increase our payroll costs approximately
$700,000 annually.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPANY OVERVIEW
We refine and sell petroleum products and operate service stations
and convenience stores. Our operations are divided into three strategic
business units, the refining group, the retail group and Phoenix Fuel. The
refining group operates two refineries in the Four Corners area of New
Mexico and one refinery in Yorktown, Virginia. The refining group sells
its products to wholesale distributors and retail chains. Our retail group
operated 125 service stations at March 31, 2005. The retail group sells
its petroleum products and merchandise to consumers in New Mexico, Arizona
and southern Colorado. Phoenix Fuel distributes commercial wholesale
petroleum products primarily in Arizona.
Our strategy is to maintain and improve our financial performance. To
this end, we are focused on several critical and challenging objectives.
We will be addressing these objectives in the short-term as well as over
the next three to five years. In our view, the most important of these
objectives are:
- increasing margins through management of inventories and taking
advantage of sales and purchasing opportunities;
- minimizing or reducing operating expenses and capital
expenditures;
- increasing the available crude oil supply for our Four Corners
refineries;
- cost effectively complying with current environmental regulations
as they apply to our refineries, including future clean air
standards;
- improving our overall financial health and flexibility by, among
other things, reducing our debt and overall cost of capital,
including our interest and financing costs, and maximizing our
return on capital employed; and
- evaluating opportunities for internal growth and growth by
acquisition.
CRITICAL ACCOUNTING POLICIES
A critical step in the preparation of our financial statements is the
selection and application of accounting principles, policies, and
procedures that affect the amounts that we report. In order to apply these
principles, policies, and procedures, we 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 we may have little or no control over. In
35
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 development and selection of these
critical accounting policies, and the related disclosure below, have been
reviewed with the audit committee of our board of directors.
Our significant accounting policies, including revenue recognition,
inventory valuation, and maintenance costs, are described in Note 1 to our
Consolidated Financial Statements included in our Annual Report on Form
10-K for the year ended December 31, 2004. The following accounting
policies are considered critical due to the uncertainties, judgments,
assumptions and estimates involved:
- accounting for contingencies, including environmental remediation
and litigation liabilities;
- assessing the possible impairment of long-lived assets;
- accounting for asset retirement obligations;
- accounting for our pension and post-retirement benefit plans; and
- accounting for inventories.
There have been no changes to these policies in 2005.
RESULTS OF OPERATIONS
The following discussion of our Results of Operations should be read
in conjunction with the Consolidated Financial Statements and related
notes thereto included in Part I, Item 1 and in our Annual Report on Form
10-K for the year ended December 31, 2004 in Item 8 and Note 11 to our
Consolidated Financial Statements in Part I, Item 1.
36
Below is operating data for our operations:
Three Months
Ended March 31,
----------------------
2005 2004
-------- --------
Refining Group Operating Data:
Four Corners Operations:
Crude Oil/NGL Throughput (BPD).......... 28,810 28,280
Refinery Sourced Sales Barrels (BPD)..... 28,559 27,615
Average Crude Oil Costs ($/Bbl).......... $ 47.46 $ 32.61
Refining Margins ($/Bbl)................. $ 7.86 $ 8.35
Yorktown Operations:
Crude Oil/NGL Throughput (BPD).......... 65,740 61,200
Refinery Sourced Sales Barrels (BPD)..... 62,726 63,824
Average Crude Oil Costs ($/Bbl).......... $ 44.96 $ 32.68
Refining Margins ($/Bbl)................. $ 6.78 $ 5.55
Retail Group Operating Data:
(Continuing operations only)
Fuel Gallons Sold (000's).................. 39,469 37,232
Fuel Margins ($/gal)....................... $ 0.11 $ 0.16
Merchandise Sales ($ in 000's)............. $ 31,287 $ 30,653
Merchandise Margins........................ 27% 27%
Operating Retail Outlets at Period End..... 125 125
Phoenix Fuel Operating Data:
Fuel Gallons Sold (000's).................. 120,865 112,844
Fuel Margins ($/gal)....................... $ 0.062 $ 0.053
Lubricant Sales ($ in 000's)............... $ 8,412 $ 6,875
Lubricant Margins.......................... 14% 13%
We believe the comparability of our continuing results of operations
for the three months ended March 31, 2005 with the three months ended
March 31, 2004 was affected by, among others, the following factors:
- stronger net refining margins for our Yorktown refinery in 2005,
due to, among other things:
- increased sales in our Tier 1 market;
- reduced imports of foreign gasoline, due to a reduction in
gasoline sulfur limits;
- elimination of MTBE in Connecticut and New York;
- tight finished product supply in certain of our market areas;
and
37
- the processing of lower priced acidic crude oils at our
Yorktown refinery, including crude oil purchased under our
supply agreement with Statoil that began deliveries in late
February 2004.
- stronger finished product sales volumes and margins for our
Phoenix Fuel operations, due to, among other things:
- increased finished product demand;
- an expanded customer base; and
- tight finished product supplies in our Phoenix market.
- lower fuel margins per gallon for our retail group.
EARNINGS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
Our earnings from continuing operations before income taxes increased
$8,780,000 for the three months ended March 31, 2005, compared to the same
period in 2004. This increase was primarily due to the following factors:
- an increase in operating income before corporate allocations from
our Yorktown refinery of $3,215,000 due to higher margins
realized;
- an increase in Phoenix Fuel's operating income before corporate
allocations of $1,586,000 due to increased fuel margins per gallon
and fuel volume sold;
- a $2,368,000 or 25% decrease in interest expense as a result of
our debt reduction strategy;
- a $3,492,000 gain from insurance proceeds as a result of the fire
incident at Ciniza in 2004.
This increase was partially offset by, among other things, the
following:
- a $2,667,000 decrease in our retail group's operating income
before corporate allocations as a result of a 31% decline in our
retail group's fuel margin.
YORKTOWN REFINERY
Our Yorktown refinery operated at an average throughput rate of
approximately 65,700 barrels per day in the first quarter of 2005,
compared to 61,200 barrels per day in the first quarter of 2004. Refining
margins for the first quarter of 2005 were $6.78 per barrel and were $5.55
for the first quarter of 2004.
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Revenues for our Yorktown refinery increased in the first quarter of
2005 primarily due to higher finished product prices as a result of
favorable market conditions.
Cost of products sold for our Yorktown refinery increased in the
first quarter of 2005 primarily due to higher crude oil prices, as a
result of global economic conditions.
In addition to the factors previously discussed, Yorktown's refining
margin improved in the first quarter of 2005 due, in part, to a little
more than a $2.00 per barrel improvement, as compared to the first quarter
of 2004, in our delivered cost relative to West-Texas Intermediate crude
oil.
Operating expenses for our Yorktown refinery increased in the first
quarter of 2005 due in part to the following:
- higher purchased fuel costs to meet our processing needs; and
- higher chemical and catalyst costs, primarily due to additional
costs required to meet more stringent sulfur reduction
requirements.
Depreciation and amortization expense for our Yorktown refinery
increased in the first quarter of 2005 due in part to the amortization of
certain refinery turnaround costs incurred in 2004.
FOUR CORNERS REFINERIES
Our Four Corners refineries operated at an average throughput rate of
approximately 28,800 barrels per day in the first quarter of 2005 and
28,300 barrels per day in the first quarter of 2004. Refining margins for
the first quarter of 2005 were $7.86 per barrel and were $8.35 for the
first quarter of 2004.
Revenues for our Four Corners refineries increased in the first
quarter of 2005 primarily due to an increase in finished product prices as
a result of favorable market conditions and a slight increase in volumes
sold.
Cost of products sold for our Four Corners refineries increased in the
first quarter of 2005 primarily due to higher average crude oil costs as a
result of global market conditions and a slight increase in volumes sold.
Our Four Corners refining margins decreased in the first quarter of
2005 due to higher average crude oil prices.
Operating expenses for our Four Corners refineries decreased slightly
in the first quarter of 2005, primarily due to lower maintenance costs.
39
Depreciation and amortization expense for our Four Corners refineries
increased slightly in the first quarter of 2005.
RETAIL GROUP
Average fuel margins for our retail group were $0.11 per gallon for
the first quarter of 2005 and were $0.16 per gallon for the first quarter
of 2004. Fuel volumes sold for the first quarter of 2005 increased
approximately 6%. The average merchandise margin for our retail group was
27% in the first quarter of 2005 and 2004.
Revenues for our retail group increased in the first quarter of 2005
primarily due to an increase in finished product selling prices and
finished product volumes sold.
Cost of products sold for our retail group increased in the first
quarter of 2005 primarily due to an increase in finished product purchase
prices and finished product volumes sold.
Our retail fuel margin per gallon decreased in the first quarter of
2005 due to higher finished product purchase prices that could not be
passed on to our customers.
Operating expenses for our retail group increased slightly in the
first quarter of 2005 primarily due to higher bank credit card fees as a
result of higher retail prices, partially offset by lower payroll and
related costs.
Depreciation expense for our retail group increased in the first
quarter of 2005 primarily due to additional amortization for our leasehold
improvements.
PHOENIX FUEL
Gasoline and diesel fuel volumes sold by Phoenix Fuel increased by 7%
in the first quarter of 2005. Average gasoline and diesel fuel margins for
Phoenix Fuel were $0.062 per gallon for the first quarter of 2005 and were
$0.053 per gallon for the first quarter of 2004.
Revenues for Phoenix Fuel increased in the first quarter of 2005
primarily due to favorable market conditions.
Cost of products sold for Phoenix Fuel increased in the first quarter
of 2005 due primarily to the increase in finished product volumes sold and
an increase in finished product purchase prices.
Phoenix Fuel's finished product margins increased during the first
quarter of 2005 as a result of favorable market conditions.
40
Operating expenses for Phoenix Fuel increased in the first quarter of
2005 due primarily to higher transportation costs related to higher sales
volumes.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) FROM CONTINUING
OPERATIONS
For the three months ended March 31, 2005, SG&A expenses decreased
slightly due to lower legal expenses incurred in 2005.
INTEREST EXPENSE FROM CONTINUING OPERATIONS
For the three months ended March 31, 2005, interest expense decreased
approximately $2,368,000 or 25%. The decrease was primarily due to a
reduction in our long-term debt, which was part of our debt reduction
strategy implemented in 2002.
INCOME TAXES FROM CONTINUING OPERATIONS
The effective tax rate for the three months ended March 31, 2005 and
three months ended March 31, 2004 was approximately 41.0% and
approximately 44.4%, respectively. The decrease in the effective rate is
due to tax contingencies recorded in the first quarter of 2004 and
anticipated benefits for qualified production income allowed under the
American Jobs Creation Act recorded in the first quarter of 2005.
DISCONTINUED OPERATIONS
Discontinued operations include the operations of some of our retail
service station/convenience stores. See Note 4 to our Condensed
Consolidated Financial Statements included in Part I, Item 1 for
additional information relating to these operations.
OUTLOOK
We believe that our current refining fundamentals are comparable to
the same time last year. Phoenix Fuel continues to provide consistent cash
flow and growth in the markets that it serves. So far, in the second
quarter, retail fuel margins have strengthened and fuel volumes and
merchandise sales continue to grow relative to the same time last year.
Our businesses are, however, very volatile and there can be no assurance
that currently existing conditions will continue for any of our business
segments.
41
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL STRUCTURE
At March 31, 2005, we had long-term debt, net of current portion of
$274,055,000. At December 31, 2004 we had long-term debt of $292,759,000.
There was no current portion of long-term debt outstanding at December 31,
2004.
The amount at March 31, 2005 includes:
- $150,000,000 before discount of 8% Senior Subordinated Notes due
2014; and
- $130,000,000 before discount of 11% Senior Subordinated Notes due
2012.
The amount at December 31, 2004 includes:
- $150,000,000 before discount of 8% Senior Subordinated Notes due
2014; and
- $148,828,000 before discount of 11% Senior Subordinated Notes due
2012.
We also have a $100,000,000 revolving credit facility. The credit
facility is primarily a working capital and letter of credit facility. At
March 31, 2005, we had no direct borrowings outstanding under this
facility and $13,566,000 of letters of credit outstanding. At December 31,
2004, we had no direct borrowings outstanding under this facility and
$12,068,000 of letters of credit outstanding.
At March 31, 2005, our long-term debt, net of current portion, was
52.4% of total capital. At December 31, 2004, it was 57.5%. Our net debt
(long-term debt, net of current portion, less cash and cash equivalents)
to total net capitalization (long-term debt, net of current portion, less
cash and cash equivalents plus total shareholders' equity) percentage at
March 31, 2005, was 48.6%. At December 31, 2004, this percentage was
55.4%.
The indentures governing our notes and our credit facility contain
restrictive covenants and other terms and conditions that if not
maintained, if violated, or if certain conditions are met, could result in
default, affect our ability to borrow funds, make certain payments, or
engage in certain activities. A default under any of the notes or the
credit facility could cause such debt, and by reason of cross-default
provisions, our other debt to become immediately due and payable. If we
are unable to repay such amounts, the lenders under our credit facility
could proceed against the collateral granted to them to secure that debt.
42
If those lenders accelerate the payment of the credit facility, we cannot
provide assurance that our assets would be sufficient to pay that debt and
other debt or that we would be able to refinance such debt or borrow more
money on terms acceptable to us, if at all. Our ability to comply with the
covenants, and other terms and conditions, of the indentures and the
credit facility may be affected by many events beyond our control, and we
cannot provide assurance that our operating results will be sufficient to
allow us to comply with the covenants.
We expect to be in compliance with the covenants going forward, and
we do not believe that any presently contemplated activities will be
constrained. A prolonged period of low refining margins, however, would
have a negative impact on our ability to borrow funds and to make
expenditures and would have an adverse impact on compliance with our debt
covenants.
We presently have senior subordinated ratings of "B3" from Moody's
Investor Services and "B-" from Standard & Poor's. Moody's Investor
Services recently confirmed its "B3" rating. Standard and Poor's also
reaffirmed its ratings but revised the outlook to positive from negative.
As discussed in Note 6 to our Condensed Consolidated Financial
Statements included in Part I, Item 1, we completed a refinancing of a
portion of our long-term debt. As part of the refinancing, we have sold
1,000,000 shares of our common stock. The proceeds from this transaction
were used to reduce our long-term debt in the second quarter of 2005
through the redemption of a portion of our 11% senior subordinated notes.
CASH FLOW FROM OPERATIONS
Our operating cash flows decreased by $28,796,000 for the three
months ended March 31, 2005 compared to the three months ended March 31,
2004. This resulted primarily from a decrease in cash provided by working
capital in the first quarter of 2005 as compared with the same period last
year.
WORKING CAPITAL
We anticipate that working capital, including that necessary for
capital expenditures and debt service, will be funded through existing
cash balances, cash generated from operating activities, existing credit
facilities, and, if necessary, future financing arrangements. 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. Based on the current operating environment for all of our
operations, we believe that we will have sufficient working capital to
meet our needs over the next 12-month period.
43
Working capital at March 31, 2005 consisted of current assets of
$325,536,000 and current liabilities of $203,905,000, or a current ratio
of 1.60:1. At December 31, 2004, the current ratio was 1.80:1, with
current assets of $232,005,000 and current liabilities of $128,833,000.
CAPITAL EXPENDITURES AND RESOURCES
We have budgeted to spend up to approximately $99,000,000 for capital
expenditures in 2005, excluding any potential acquisitions. Net cash used
in investing activities for purchases of property, plant and equipment
totaled approximately $12,826,000 for the three months ended March 31,
2005 and $3,213,000 for the three months ended March 31, 2004.
Expenditures for 2005 primarily were for operational and environmental
projects for the refineries, Phoenix Fuel and retail operations.
We received proceeds of approximately $981,000 from the sale of
property, plant and equipment and other assets in the first quarter of
2005 and $141,000 in the first quarter of 2004. We also received proceeds
of $419,000 in 2004 from the sale of one closed service
station/convenience store.
We continue to monitor and evaluate our assets and may sell
additional non-strategic or underperforming assets that we identify as
circumstances allow. We also continue to evaluate potential acquisitions
in our strategic markets, including lease arrangements.
We continue to investigate other capital improvements to our existing
facilities. The amount of capital projects that are actually undertaken in
2005 will depend on, among other things, general business conditions and
results of operations.
DIVIDENDS
We currently do not pay dividends on our common stock. The board of
directors will periodically review our policy regarding the payment of
dividends. Any future dividends are subject to the results of our
operations, declaration by the board of directors, and existing debt
covenants.
RISK MANAGEMENT
We are exposed to various market risks, including changes in certain
commodity prices and interest rates. To manage these normal business
exposures, we may, from time to time, use commodity futures and options
contracts to reduce price volatility, to fix margins in our refining and
marketing operations, and to protect against price declines associated
with our crude oil and finished products inventories. Our policies for the
use of derivative financial instruments set limits on quantities, require
various levels of approval and require review and reporting procedures.
44
Our credit facility is floating-rate debt tied to various short-term
indices. As a result, our annual interest costs associated with this debt
may fluctuate. At March 31, 2005, there were no direct borrowings
outstanding under this facility.
Our operations are subject to the normal hazards, including fire,
explosion and weather-related perils. We maintain various insurance
coverages, including business interruption insurance, subject to certain
deductibles. We are not fully insured against some risks because some
risks are not fully insurable, coverage is unavailable or premium costs,
in our judgment, do not justify such expenditures.
Credit risk with respect to customer receivables is concentrated in
the geographic areas in which we operate and relates primarily to
customers in the oil and gas industry. To minimize this risk, we perform
ongoing credit evaluations of our customers' financial position and
require 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 our operations. As is the
case with other companies engaged in similar industries, we face
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 us or by our predecessors.
Applicable laws and regulations govern the investigation and
remediation of contamination at our current and former properties, as well
as at third-party sites to which we sent wastes for disposal. We 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. We 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. We are 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
party claims and lawsuits cannot be reasonably quantified in many
45
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 us, and changing environmental,
health and safety laws, regulations, and their respective interpretations.
We 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 our
business, financial condition or results of operations.
Rules and regulations implementing federal, state and local laws
relating to the environment, health, and safety will continue to affect
our operations. We 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 our financial
position and the results of our operations and could require substantial
expenditures by us for, among other things:
- the installation and operation of refinery equipment, pollution
control systems and other equipment not currently possessed by us;
- the acquisition or modification of permits applicable to our
activities; and
- the initiation or modification of clean up activities.
OTHER
Our 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 as a result is subject to a 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 in recent years, we have not been able to cost-effectively
obtain sufficient amounts of crude oil to operate our Four Corners
refineries at full capacity. Crude oil utilization rates for our Four
Corners refineries have declined from approximately 67% for 2003 to
approximately 60% for the first three months of 2005. Our current
projections of Four Corners crude oil production indicate that our crude
oil demand will exceed the crude oil supply that is available from local
46
sources for the foreseeable future and that our crude oil capacity
utilization rates at our Four Corners refineries will continue to decline.
If additional crude oil or other refinery feedstocks become available in
the future, we may increase production runs at our Four Corners refineries
depending on the demand for finished products and the refining margins
attainable. To that end, we continue to assess short-term and long-term
options to address the continuing decline in Four Corners crude oil
production. The options being considered include:
- evaluating potentially economic sources of crude oil produced
outside the Four Corners area, including ways to reduce raw
material transportation costs to our refineries;
- evaluating ways to encourage further production in the Four
Corners area;
- changes in operation/configuration of equipment at one or both
refineries to further the integration of the two refineries, and
reduce fixed costs; and
- with sufficient further decline in raw material supply, the
temporary, partial or permanent discontinuance of operations at
one or both refineries.
None of these options, however, may prove to be economically viable.
We cannot assure you that the Four Corners crude oil supply for our Ciniza
and Bloomfield refineries will continue to be available at all or on
acceptable terms for the long term. Because large portions of the
refineries' costs are fixed, any significant interruption or decline in
the supply of crude oil or other feedstocks would have an adverse effect
on our Four Corners refinery operations and on our overall operations.
In October 2004, the President signed the American Jobs Creation Act
of 2004 (the "Act"), which includes energy related tax provisions that are
available to small refiners, including us. Under the Act, small refiners
are allowed to deduct for tax purposes up to 75% of capital expenditures
incurred to comply with the highway diesel low sulfur regulations adopted
by the Environmental Protection Agency. The deduction is taken in the year
the capital expenditure is made. Small refiners also are allowed to claim
a credit against income tax of five cents on each gallon of low sulfur
diesel fuel they produce, up to a maximum of 25% of the capital costs
incurred to comply with the regulations. We may be able to take advantage
of this credit by as early as late 2005.
The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union, formerly the
Paper, Allied - Industrial, Chemical and Energy Workers International
Union, represents the hourly workforce at our Yorktown refinery. Our
contract with the Union was scheduled to expire in 2006. In April 2005,
this contract was extended until 2009. We do not anticipate that the terms
of the new contract will have a material affect on our financial
statements.
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FORWARD-LOOKING STATEMENTS
This report contains 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. These forward-
looking statements are not historical facts, but only predictions, and
generally can be identified by use of statements that include phrases such
as "believe," "expect," "anticipate," "estimate," "could," "plan,"
"intend," "may," "project," "predict," "will" and terms and phrases of
similar import.
Although we believe 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 we have made these forward-looking
statements in good faith and they reflect our current judgment regarding
such matters, actual results could vary materially from the forward-
looking statements. The forward-looking statements included in this report
are made only as of their respective dates and we undertake no obligation
to publicly update these forward-looking statements to reflect new
information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or might
not occur. 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 crude oil and the adequacy and costs of raw
material supplies generally;
- our ability to negotiate new crude oil supply contracts;
- the risk that our long-term crude oil supply agreement with Statoil
will not supply a significant portion of the crude oil needs of our
Yorktown refinery over the term of the agreement, and will not
reduce our crude oil costs, improve our high-value product output,
contribute significantly to higher earnings, improve our
competitiveness, or reduce the impact of crude oil markets' pricing
volatility;
- the risk that our actual delivered costs at the Yorktown refinery
relative to the price of West-Texas Intermediate crude oil will not
remain at first quarter 2005 levels;
- our ability to successfully manage the liabilities, including
environmental liabilities, that we assumed in the Yorktown
acquisition;
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- our ability to obtain anticipated levels of indemnification
associated with prior acquisitions and sales of assets;
- competitive pressures from existing competitors and new entrants,
and other actions that may impact our markets;
- volatility in the difference, or spread, between market prices for
refined products and crude oil and other feedstocks;
- the risk that our operations will not remain competitive and
realize acceptable sales volumes and margins in those markets where
they currently do so;
- our ability to adequately control capital and operating expenses;
- the risk that we will be unable to draw on our lines of credit,
secure additional financing, access the public debt or equity
markets or sell sufficient assets if we are unable to fund
anticipated capital expenditures from cash flow generated by
operations;
- the risk of increased costs resulting from employee matters,
including increased employee benefit costs;
- the adoption of new state, federal or tribal legislation or
regulations; changes to existing legislation or regulations or
their interpretation by regulators or the courts; regulatory or
judicial findings, including penalties; as well as other future
governmental actions that may affect our operations, including the
impact of any further changes to government-mandated specifications
for gasoline, diesel fuel and other petroleum products;
- unplanned or extended shutdowns in refinery operations;
- the risk that we will not remain in compliance with covenants, and
other terms and conditions, contained in our notes and credit
facility;
- the risk that we will not be able to post satisfactory letters of
credit;
- general economic factors affecting our operations, markets,
products, services and prices;
- unexpected environmental remediation costs;
- weather conditions affecting our operations or the areas in which
our products are refined or marketed;
49
- the risk we will be found to have substantial liability in
connection with existing or pending litigation;
- the occurrence of events that cause losses for which we are not
fully insured;
- the risk that costs associated with environmental projects will be
higher than currently estimated (including costs associated with
the resolution of outstanding environmental matters and costs
associated with reducing the sulfur content of motor fuel) or that
we will be unable to complete such projects (including motor fuel
sulfur reduction projects) by applicable regulatory compliance
deadlines;
- the risk that we will be added as a defendant in additional MTBE
lawsuits, and that we will incur substantial liabilities and
substantial defense costs in connection with these suits;
- the risk that tax authorities will challenge the positions we have
taken in preparing our tax returns;
- the risk that changes in manufacturer promotional programs may
adversely impact our retail operations; and
- other risks described elsewhere in this report or described from
time to time in our other filings with the Securities and Exchange
Commission.
All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified
in their entirety by the previous statements. Forward-looking statements
we make represent our judgment on the dates such statements are made. We
assume 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 we
become aware of, after the date of this report.
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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
a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer
and chief financial officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this
report. Based on that evaluation, the chief executive officer and chief
financial officer concluded that our disclosure controls and procedures as
of the end of the period covered by this report were effective as of the
date of that evaluation.
(b) Change in Internal Control Over Financial Reporting
No change in our internal control over financial reporting occurred
during our most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are a party to ordinary routine litigation incidental to our
business. We also incorporate 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our annual meeting of stockholders was held on April 27, 2005.
Proxies for the meeting were solicited under Regulation 14A. There were no
matters submitted to a vote of security holders other than the election of
three directors and the ratification of our independent registered public
accounting firm as specified in our Proxy Statement. There was no
solicitation in opposition to management's nominees to the Board of
Directors.
Anthony J. Bernitsky was elected as a director of the Company. The
vote was as follows:
Shares Voted "For" Shares Voted "Withholding"
- ------------------ --------------------------
10,186,290 359,327
George M. Rapport was elected as a director of the Company. The vote
was as follows:
Shares Voted "For" Shares Voted "Withholding"
- ------------------ --------------------------
10,187,015 358,602
Donald M. Wilkinson was elected as a director of the Company. The
vote was as follows:
Shares Voted "For" Shares Voted "Withholding"
- ------------------ --------------------------
10,219,730 325,887
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Deloitte & Touche LLP was ratified as our independent registered
public accounting firm for the Company for the year ending December 31,
2005. The vote was as follows:
Shares Voted "For" Shares Voted "Against" Shares Voted "Abstaining"
- ------------------ ---------------------- -------------------------
10,350,427 193,865 1,325
In addition to the three directors elected above, other members of
our Board of Directors include Fred L. Holliger, Chairman, Larry L.
DeRoin, Brooks J. Klimley and Richard T. Kalen.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
4.1* Addendum to Giant Industries, Inc. & Affiliated Companies
401(k) Basic Plan Document, effective March 28, 2005.
4.2* Fifth Amendment to the Giant Industries, Inc. & Affiliated
Companies 401(k) Plan Adoption Agreement.
31.1* Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2* Certification of Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*Filed herewith.
(b) Reports on Form 8-K: We filed the following reports on Form
8-K during the quarter for which this report is being filed and
subsequently:
(i) On February 3, 2005, we filed a Form 8-K dated February 3,
2005, containing a press release providing earnings guidance
for the quarter and year ended December 31, 2004.
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(ii) On March 15, 2005, we filed a Form 8-K dated March 15, 2005,
containing a press release detailing our earnings for the
quarter and year ended December 31, 2004.
(iii) On March 22, 2005, we filed a Form 8-K dated March 22, 2005,
containing a press release announcing a public offering of our
common stock.
(vi) On May 5, 2005, we filed a Form 8-K dated May 5, 2005,
containing a press release detailing our earnings for the
quarter ended March 31, 2005.
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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, 2005 to be signed on its behalf by the undersigned
thereunto duly authorized.
GIANT INDUSTRIES, INC.
/s/ MARK B. COX
-------------------------------------------------
Mark B. Cox, Executive Vice President, Treasurer,
Chief Financial Officer and Assistant Secretary,
on behalf of the Registrant and as the
Registrant's Principal Financial Officer
Date: May 6, 2005
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