EX-99.2 6 dex992.htm AUDITED ANNUAL HISTORICAL FINANCIAL STMTS. OF MEENAN Audited annual historical financial stmts. of Meenan

 

Exhibit 99.2

 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Consolidated Financial Statements

June 30, 2001 and 2000

 

(With Independent Auditor’s Report Thereon)


 

INDEPENDENT AUDITORS’ REPORT

 

The Executive Committee

Meenan Oil Co., L.P. and Subsidiaries:

 

We have audited the accompanying consolidated balance sheets of Meenan Oil Co., L.P. and subsidiaries as of June 30, 2001 and 2000 and the related consolidated statements of income and partners’ equity (deficit), comprehensive income, and cash flows for each of the years in the three-year period ended June 30, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Meenan Oil Co., L.P. and subsidiaries as of June 30, 2001 and 2000 and the consolidated results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2001 in conformity with accounting principles generally accepted in the United States of America. As discussed in note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, on July 1, 2000.

 

/s/ KPMG LLP

 

Melville, NY

August 27, 2001

 

2


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Consolidated Balance Sheets

June 30, 2001 and 2000

 

    

2001


    

2000


 

Assets

               

Current assets:

               

Cash

  

$

3,239,634

 

  

605,511

 

Accounts receivable—trade, less allowance for doubtful accounts of $575,000 in 2001 and $475,000 in 2000

  

 

21,140,971

 

  

17,498,629

 

Inventories

  

 

7,130,302

 

  

7,713,418

 

Prepaid expenses and other current assets

  

 

12,452,389

 

  

1,391,522

 

    


  

Total current assets

  

 

43,963,296

 

  

27,209,080

 

    


  

Property, plant, and equipment, net

  

 

13,212,344

 

  

13,153,623

 

    


  

Customer lists and other intangible assets, net

  

 

21,780,153

 

  

22,054,161

 

Other, net

  

 

1,125,845

 

  

1,290,162

 

    


  

    

 

22,905,998

 

  

23,344,323

 

    


  

Total assets

  

$

80,081,638

 

  

63,707,026

 

    


  

Liabilities and Partners’ Deficit

               

Current liabilities:

               

Current maturities of long-term debt

  

$

5,102,069

 

  

144,275

 

Accounts payable

  

 

3,943,419

 

  

4,217,850

 

Customers’ credit balances and deposits

  

 

4,598,200

 

  

4,283,004

 

Accrued expenses:

               

Payroll

  

 

2,094,114

 

  

1,707,010

 

Other

  

 

18,727,024

 

  

6,316,312

 

Unearned service contract revenues

  

 

5,875,244

 

  

5,932,320

 

    


  

Total current liabilities

  

 

40,340,070

 

  

22,600,771

 

    


  

Long-term debt, less current maturities

  

 

31,175,000

 

  

36,245,000

 

    


  

Other long-term liabilities

  

 

5,995,472

 

  

5,973,606

 

    


  

Partners’ equity (deficit):

               

Partners’ equity (deficit)

  

 

3,066,511

 

  

(1,112,351

)

Accumulated other comprehensive loss

  

 

(495,415

)

  

—  

 

    


  

Total partners’ equity (deficit)

  

 

2,571,096

 

  

(1,112,351

)

    


  

    

$

80,081,638

 

  

63,707,026

 

    


  

 

See accompanying notes to consolidated financial statements

 

3


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Consolidated Statements of Income and Partners’ Equity (Deficit)

Years ended June 30, 2001, 2000 and 1999

 

    

2001


    

2000


    

1999


 

Sales

  

$

254,836,010

 

  

211,384,496

 

  

139,060,199

 

Cost of sales

  

 

192,975,780

 

  

157,215,537

 

  

95,449,602

 

    


  

  

Gross profit

  

 

61,860,230

 

  

54,168,959

 

  

43,610,597

 

    


  

  

Selling, general, and administrative expense

  

 

42,489,448

 

  

38,294,451

 

  

32,501,990

 

Amortization of intangible assets

  

 

2,011,318

 

  

2,068,178

 

  

1,787,469

 

Depreciation and amortization

  

 

1,526,412

 

  

1,374,286

 

  

1,337,779

 

Bad debt expenses

  

 

1,401,262

 

  

496,311

 

  

112,295

 

    


  

  

    

 

47,428,440

 

  

42,233,226

 

  

35,739,533

 

    


  

  

Operating income

  

 

14,431,790

 

  

11,935,733

 

  

7,871,064

 

    


  

  

Other expense (income):

                      

Interest expense

  

 

4,585,880

 

  

3,942,629

 

  

3,070,099

 

Interest income

  

 

(393,925

)

  

(322,498

)

  

(304,660

)

Sundry

  

 

(759,794

)

  

(707,204

)

  

(663,114

)

    


  

  

    

 

3,432,161

 

  

2,912,927

 

  

2,102,325

 

    


  

  

Income before cumulative effect of change in accounting principle

  

 

10,999,629

 

  

9,022,806

 

  

5,768,739

 

Cumulative effect of change in accounting principle for adoption of
SFAS No. 133

  

 

57,653

 

  

—  

 

  

—  

 

    


  

  

Net income

  

 

11,057,282

 

  

9,022,806

 

  

5,768,739

 

Partners’ deficit, beginning of year

  

 

(1,112,351

)

  

(6,460,204

)

  

(2,091,563

)

Distribution to partners

  

 

(6,878,420

)

  

(3,674,953

)

  

(8,677,733

)

Purchase of limited partnership interests

  

 

—  

 

  

—  

 

  

(8,359,647

)

Sale of limited partnership interests

  

 

—  

 

  

—  

 

  

6,900,000

 

    


  

  

Partners’ equity (deficit), end of year

  

$

3,066,511

 

  

(1,112,351

)

  

(6,460,204

)

    


  

  

 

See accompanying notes to consolidated financial statements

 

4


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Consolidated Statements of Comprehensive Income

Years ended June 30, 2001, 2000 and 1999

 

    

2001


    

2000


  

1999


Net income

  

$

11,057,282

 

  

9,022,806

  

5,768,739

Other comprehensive income:

                  

Unrealized loss on derivative instruments

  

 

(495,415

)

  

—  

  

—  

    


  
  

Comprehensive income

  

$

10,561,867

 

  

9,022,806

  

5,768,739

    


  
  

Reconciliation of accumulated other comprehensive income (loss)

                  

Balance, beginning of year

  

$

—  

 

  

—  

  

—  

Cumulative effect of the adoption of SFAS No.133

  

 

444,028

 

  

—  

  

—  

Current period reclassification to earnings

  

 

(444,028

)

  

—  

  

—  

Current period other comprehensive loss

  

 

(495,415

)

  

—  

  

—  

    


  
  

Balance, end of year

  

$

(495,415

)

  

—  

  

—  

    


  
  

 

See accompanying notes to consolidated financial statements

 

5


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

Years ended June 30, 2001, 2000 and 1999

 

    

2001


    

2000


    

1999


 

Cash flows from operating activities:

                      

Net income

  

$

11,057,282

 

  

9,022,806

 

  

5,768,739

 

Adjustments to reconcile net income to net cash provided by operating activities:

                      

Change in provision for doubtful accounts

  

 

100,000

 

  

150,000

 

  

—  

 

Depreciation and amortization

  

 

3,537,730

 

  

3,442,464

 

  

3,125,248

 

Loss (gain) on sale of equipment and other assets

  

 

52,790

 

  

(16,288

)

  

20,718

 

Cumulative effect of a change in accounting principle for the adoption of SFAS No. 133

  

 

(57,653

)

  

—  

 

  

—  

 

Changes in operating assets and liabilities, net of acquisitions:

                      

Accounts receivable

  

 

(3,742,342

)

  

(7,982,688

)

  

415,329

 

Inventories

  

 

583,116

 

  

(662,570

)

  

5,362,543

 

Prepaid expenses and other

  

 

(11,003,214

)

  

(156,706

)

  

(51,200

)

Other assets

  

 

164,317

 

  

(53,649

)

  

151,475

 

Accounts payable and accrued expenses

  

 

12,306,163

 

  

1,391,750

 

  

(746,185

)

Customer credit balances and deposits

  

 

315,196

 

  

(3,236,536

)

  

877,250

 

Other liabilities

  

 

(35,210

)

  

1,283,972

 

  

524,901

 

    


  

  

Net cash provided by operating activities

  

 

13,278,175

 

  

3,182,555

 

  

15,448,818

 

    


  

  

Cash flows from investing activities:

                      

Proceeds from sale of equipment and other assets

  

 

293,550

 

  

32,998

 

  

60,784

 

Capital expenditures

  

 

(1,295,217

)

  

(1,328,891

)

  

(799,843

)

Payments for purchase of heating oil companies

  

 

(2,651,759

)

  

(10,924,186

)

  

(1,000,999

)

    


  

  

Net cash used in investing activities

  

 

(3,653,426

)

  

(12,220,079

)

  

(1,740,058

)

    


  

  

Cash flows from financing activities:

                      

Proceeds from long-term debt

  

 

52,662

 

  

11,000,000

 

  

—  

 

Principal payments on long-term debt

  

 

(164,868

)

  

(226,369

)

  

(2,281,250

)

Distributions to partners

  

 

(6,878,420

)

  

(3,674,953

)

  

(8,677,733

)

Purchase of limited partnership interests

  

 

—  

 

  

—  

 

  

(8,359,647

)

Sale of limited partnership interests

  

 

—  

 

  

—  

 

  

6,900,000

 

    


  

  

Net cash provided by (used in) financing activities

  

 

(6,990,626

)

  

7,098,678

 

  

(12,418,630

)

    


  

  

Net increase (decrease) in cash

  

 

2,634,123

 

  

(1,938,846

)

  

1,290,130

 

Cash at beginning of year

  

 

605,511

 

  

2,544,357

 

  

1,254,227

 

    


  

  

Cash at end of year

  

$

3,239,634

 

  

605,511

 

  

2,544,357

 

    


  

  

 

See accompanying notes to consolidated financial statements

 

6


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

(1)   Summary of Significant Accounting Policies and Practices

 

  (a)   Description of Business

 

Meenan Oil Co., L.P.(the Company) engages primarily in the retail and wholesale distribution of home heating oil. In January 1992, the Company was formed through the contribution by Meenan Oil Co., Inc. (Meenan Inc.) of substantially all of its assets in exchange for a general partnership interest in the Company. The Company is a limited partnership consisting of various limited partners with Meenan Inc. as the sole general partner. During fiscal 1999, the Company repurchased a 21.17% interest in the Company from one of its limited partners for a purchase price of $8,359,647. Concurrently the Company sold an 18.66% interest in the Company to a group of limited partners for $6,900,000. In fiscal 2000, the Company admitted 4 employees as Class B limited partners to the partnership. These partners were not required to make a capital contribution. As of June 30, 2001, Meenan Inc. owned a 75.07% interest in the Company.

 

  (b)   Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

 

  (c)   Inventories

 

Inventories are valued at the lower of cost (first-in, first-out basis) or market.

 

  (d)   Property, Plant, and Equipment

 

Property, plant, and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets as follows:

 

Building and improvements

  

20 – 31.5 years

Automotive equipment

  

5 – 7 years

Furniture, fixtures, and equipment

  

5 – 10 years

Leasehold improvements

  

Term of leases

 

  (e)   Derivative Instruments and Hedging Activities

 

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging Activities, (SFAS No. 133) as amended by SFAS No. 137 and No. 138. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires the recognition of all derivative instruments as assets or liabilities in the Company’s balance sheet and measurement of those instruments at fair value and requires that a company formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

 

(Continued)

 

7


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is designated as a hedge, and if so, the type of hedge. For derivates designated as Cash Flow Hedges, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings. For derivatives recognized as Fair Value Hedges, changes in fair value are recognized in the income statement and are offset by related changes in the fair value of the item hedged. Changes in the fair value of derivative instruments which are not designated as hedges or which do not qualify for hedge accounting are recognized currently in earnings.

 

The Company purchases and sells futures contracts on the New York Mercantile Exchange as a hedge against oil prices. The purpose of the hedges is to provide a measure of stability in the volatile market of oil (fair value hedges) and to manage its exposure to commodity price risk under certain existing sales commitments (cash flow hedges). Futures contracts open as of June 30, 2001 have expiration dates through June 2002. The Company adopted SFAS No. 133 on

July 1, 2000, and records its derivatives at fair market value. As a result of adopting the Standard, the Company recognized current assets of $501,681, a $57,653 increase in net income and a $444,028 increase in additional other comprehensive income, which were recorded as cumulative effect of a change in accounting principle. The fair value of these outstanding contracts is recorded in the Company’s balance sheet. For the year ended June 30, 2001, the Company recorded a net decrease of $495,415 to other comprehensive income for the net change in value of derivative instruments designated as cash flow hedges, and recorded a net gain of $444,028 representing the net change in the fair value of all the derivative contracts which are no longer outstanding at June 30, 2001. The estimated net amount of existing losses currently within other comprehensive income are expected to be reclassified into earnings within the next twelve months. In accordance with SFAS No. 133, the Company has recorded a derivative asset of approximately $11,039,000, which is included in prepaid expenses and other current assets and a derivative liability of approximately $11,590,000, which is included in accrued expenses—other.

 

  (f)   Customer Lists and Other Intangible Assets

 

The costs of customer lists and covenants not to compete are amortized over a five to fifteen-year period on a straight-line basis. Goodwill is amortized on a straight-line basis over a forty-year period.

 

The Company assesses the recoverability of these intangible assets by determining whether the amortization of the respective balance over its remaining life can be recovered through undiscounted future operating cash flows.

 

  (g)   Revenue Recognition

 

Sales of heating oil and heating oil equipment are recognized at the time of delivery of the product to the customer or installation. Revenue from repairs and maintenance service is recognized upon completion of the service. Payments received from customers for burner service contracts are deferred and amortized into income over the term of the respective contracts.

 

  (h)   Income Taxes

 

The Company is a limited partnership and the partners are taxed on their proportionate share of the income generated by the partnership.

 

(Continued)

 

8


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

 

  (i)   Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

 

  (j)   Long-Lived Assets

 

The Company’s accounting policies relating to the recording of long-lived assets including property and equipment and intangibles are discussed above. The Company accounts for long-lived assets in accordance with the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. SFAS No. 121 requires, among other things, that long-lived assets held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair values of the assets. Assets to be disposed of or sold are reported at the lower of the carrying amount or fair value less costs to sell.

 

  (k)   Pension and Other Postretirement Plans

 

On July 1, 1999, the Company adopted SFAS No. 132, Employers’ Disclosures About Pension and Other Postretirement Benefits. SFAS No. 132 revises employers’ disclosures about pension and other postretirement benefit plans. SFAS No. 132 does not change the method of accounting for such plans.

 

  (2)   Property and Equipment

 

Property and equipment consists of the following:

 

    

2001


  

2000


Land

  

$

2,586,820

  

2,586,820

Building and improvements

  

 

10,952,340

  

10,700,376

Automotive equipment

  

 

13,126,478

  

13,407,877

Furniture, fixtures, and equipment

  

 

5,479,055

  

5,644,129

Leasehold improvements

  

 

820,317

  

831,684

    

  
    

 

32,965,010

  

33,170,886

Less accumulated depreciation and amortization

  

 

19,752,666

  

20,017,263

    

  
    

$

13,212,344

  

13,153,623

    

  

 

(Continued)

 

9


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

(3)   Supplemental Cash Flow Information

 

The following is supplemental information relating to the statements of cash flows:

 

    

2001


  

2000


  

1999


Cash paid during the year for:

                

Interest

  

$

4,546,711

  

3,788,780

  

2,993,477

Noncash financing activities:

                

Issuance of notes payable for purchase of heating oil companies

  

$

—  

  

—  

  

134,877

 

(4)   Customer Lists and Other Intangible Assets

 

Customer lists and other intangible assets at June 30, 2001 and 2000 consists of:

 

    

2001


  

2000


Customer lists

  

$

33,744,755

  

32,257,635

Covenants not to compete

  

 

6,995,509

  

6,745,359

Goodwill

  

 

4,938,692

  

4,938,692

Other

  

 

105,343

  

105,343

    

  
    

 

45,784,299

  

44,047,029

Less accumulated amortization

  

 

24,004,146

  

21,992,868

    

  
    

$

21,780,153

  

22,054,161

    

  

 

(5)   Long-Term Debt

 

Long-term debt, less current maturities, at June 30, 2001 and 2000 consists of:

 

    

2001


  

2000


Senior secured notes with interest at 9.34% per annum (a)

  

$

25,000,000

  

25,000,000

Revolving credit agreement (b)

  

 

11,000,000

  

11,000,000

Other notes payable with interest at 7.0% to 8.5% per annum,  maturing at various dates to

  August 2004

  

 

277,069

  

389,275

    

  
    

 

36,277,069

  

36,389,275

Less current maturities

  

 

5,102,069

  

144,275

    

  
    

$

31,175,000

  

36,245,000

    

  

 

(Continued)

 

10


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

  (a)   During 1996, the Company issued senior secured notes due November 1, 2007 in the amount of $25,000,000 with a fixed rate of 9.34%. Interest only is due in semiannual payments through May 1, 2003. Principal is to be paid as follows:

 

Year ending June 30:


    

2004

  

$

5,000,000

2005

  

 

5,000,000

2006

  

 

5,000,000

2007

  

 

5,000,000

2008

  

 

5,000,000

 

The notes are collateralized by the shares of common stock of Meenan Inc., the general partnership interests owned by Meenan Inc. and the accounts receivable, equipment, general intangible assets, inventory and goods of the Company. In connection with these notes, the Company is required to maintain certain levels of working capital and earnings, is restricted in other investments it may make and transactions it may enter into and must maintain certain financial ratios (see note 13, subsequent event).

 

  (b)   The Company has an amended revolving credit agreement with two banks. The agreement is comprised of two commitments of $11,250,000 and $25,000,000, totaling $36,250,000. The amount outstanding under the first commitment at June 30, 2001 was $11,000,000. The amount available under the first commitment is reduced automatically and permanently each year as defined in the amended agreement. At June 30, 2001, the total available under the first commitment, which expires on July 1, 2003, was $11,250,000, which will be reduced as follows:

 

Year ending June 30:


    

2002

  

$

5,000,000

2003

  

 

5,000,000

2004

  

 

1,250,000

    

    

$

11,250,000

    

 

In addition, the first commitment may be automatically and permanently reduced annually through September 28, 2002. The reduction at September 28, 2001 is based on the amount by which June 30, 2001 gross operating cash generated exceeds amounts specified in the agreement. No such reduction was made on September 28, 2000 (see note 13, subsequent event).

 

The second commitment, which expires on July 1, 2003, totals $25,000,000, of which approximately $8,368,000 was utilized for open letters of credit at June 30, 2001.

 

Under both commitments, the interest rate options consist of:

 

1.65% over the greatest of three defined rates, including prime.

 

2.50% over a defined adjusted Certificate of Deposit (CD) rate.

 

(Continued)

 

11


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

1.50% to 3.0% over a defined adjusted LIBOR rate.

 

2.50% over the Agent bank’s Acceptance Draft discount rate, as defined.

 

The weighted average interest rate on this debt at June 30, 2001 was 5.80%

 

In connection with this revolving credit agreement, the Company is required to pay a commitment fee of  1/2 of 1% of the unused portion of the line of credit. In addition, the Company incurred financing costs in connection with this credit agreement and the amendments thereto amounting to approximately $1,440,000, which amount is included, net of amortization, in other assets on the consolidated balance sheet. Deferred financing costs are being amortized on a straight-line basis over the term of the related debt.

 

Borrowings under the revolving credit agreement are collateralized by the shares of common stock of Meenan Inc., all of the general partnership interests owned by Meenan Inc., the stock of all of the subsidiaries of the company and all of the personal property of the Company and its subsidiaries, including accounts receivable, inventory, equipment, fixtures, general intangible assets, and customer lists.

 

 

In connection with this revolving credit agreement, the Company is required to maintain certain levels of working capital and tangible net worth, is restricted in the amount of fixed assets it may acquire and other investments it may make and must maintain certain financial ratios.

 

Maturities of all long-term debt are as follows:

 

Year ending June 30:


    

2002

  

$

5,102,069

2003

  

 

5,070,000

2004

  

 

6,070,000

2005

  

 

5,035,000

2006

  

 

5,000,000

2007 and thereafter

  

 

10,000,000

    

    

$

36,277,069

    

 

  (6)   Leases

 

The Company is obligated under several noncancelable leases covering office, storage and other facilities, as well as transportation equipment for remaining periods of one to thirteen years. The Company also leases certain telephone equipment.

 

(Continued)

 

12


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

Future minimum lease payments for operating leases with initial or remaining terms in excess of one year are as follows:

 

Year ending June 30:


  

Operating

leases


2002

  

$

668,890

2003

  

 

586,574

2004

  

 

555,130

2005

  

 

485,354

2006

  

 

271,862

Later years

  

 

1,146,159

    

Total minimum lease payments

  

$

3,713,969

    

 

Total rent expense for all operating leases for the years ended June 30, 2001, 2000 and 1999 totaled approximately $2,336,000, $2,445,000, and $2,316,000, respectively.

 

(7)   Income Taxes

 

The Company is a limited partnership and as such, Federal and state taxes payable on its income are the responsibility of the individual partners and are not reflected in the financial statements of the Company.

 

(8)   Employee Benefit Plans

 

  (a)   Pension Benefits

 

The Company has a noncontributory defined benefit pension plan which provides benefits to all eligible employees. Certain other employees are covered by union retirement plans to which the Company contributes. Pension expense for these plans aggregated approximately $1,087,000 for 2001, $968,000 for 2000, and $822,000 for 1999.

 

(Continued)

 

13


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

The following table set forth the defined benefit plan’s benefit obligations, fair value of plan assets, and funded status at June 30, 2001, 2000 and 1999.

 

    

Pension benefits


 
    

2001


    

2000


    

1999


 

Change in projected benefit obligation:

                      

Projected benefit obligation at beginning of year

  

$

29,398,185

 

  

29,341,414

 

  

27,193,823

 

Service cost

  

 

1,195,079

 

  

1,275,696

 

  

1,262,960

 

Interest cost

  

 

2,212,009

 

  

2,074,519

 

  

1,931,732

 

Actuarial (gain) loss

  

 

453,050

 

  

(2,106,796

)

  

39,146

 

Benefit paid

  

 

(1,414,333

)

  

(1,186,648

)

  

(1,086,247

)

    


  

  

Projected benefit obligation at end of year

  

$

31,843,990

 

  

29,398,185

 

  

29,341,414

 

    


  

  

Change in plan assets:

                      

Fair value of plan assets at beginning of year

  

$

31,772,529

 

  

31,558,390

 

  

29,389,382

 

Actual return on plan assets

  

 

(1,158,474

)

  

1,400,787

 

  

3,255,255

 

Benefits paid

  

 

(1,414,333

)

  

(1,186,648

)

  

(1,086,247

)

    


  

  

Fair value of plan assets at end of year

  

$

29,199,722

 

  

31,772,529

 

  

31,558,390

 

    


  

  

Funded status

  

$

(2,644,268

)

  

2,374,344

 

  

2,216,976

 

Unrecognized transition asset

  

 

(186,449

)

  

(329,873

)

  

(473,297

)

Unrecognized prior service cost

  

 

(7,319

)

  

(8,411

)

  

(9,503

)

Unrecognized net actuarial gain

  

 

(2,842,741

)

  

(7,403,004

)

  

(6,788,379

)

    


  

  

Accrued in balance sheet (other long-term liabilities)

  

$

(5,680,777

)

  

(5,366,944

)

  

(5,054,203

)

    


  

  

 

(Continued)

 

14


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

    

Pension benefits


 
    

2001


    

2000


    

1999


 

Weighted average assumptions as of June 30:

                      

Discount rate

  

 

7.50

%

  

7.75

%

  

7.25

%

Rate of compensation increase

  

 

4.00

%

  

4.00

%

  

4.00

%

Expected return on plan assets

  

 

8.50

%

  

8.50

%

  

8.50

%

Components of net periodic benefit cost:

                      

Service cost

  

$

1,195,079

 

  

1,275,696

 

  

1,262,960

 

Interest cost

  

 

2,212,009

 

  

2,074,519

 

  

1,931,732

 

Expected return on plan assets

  

 

(2,635,547

)

  

(2,627,828

)

  

(2,448,085

)

Amortization of unrecognized

                      

transition (asset) obligation

  

 

(143,424

)

  

(143,424

)

  

(143,424

)

Amortization of prior service cost

  

 

(1,092

)

  

(1,092

)

  

(1,092

)

Recognized net actuarial gain

  

 

(313,192

)

  

(265,130

)

  

(228,570

)

    


  

  

Net periodic benefit cost

  

$

313,833

 

  

312,741

 

  

373,521

 

    


  

  

 

  (b)   Executive Committee Bonus Plan

 

The Company’s Executive Committee has adopted a bonus plan, which provides for cash bonuses to eligible employees based upon the operating performance of the Company. Expense under the plan totaled approximately $740,000 for 2001, $654,000 for 2000, and $436,000 for 1999. The plan for any fiscal year may be modified or terminated at any time prior to the end of such year by the Company’s Executive Committee.

 

(9)   Acquisitions

 

During 2001, the Company acquired the assets of five retail fuel oil businesses. The total purchase price for these acquisitions totaled approximately $2,374,000, of which $519,000 represented the fair value of property and equipment. The balance of $1,855,000 was allocated to customer lists and other intangibles. During 2000, the Company acquired the assets of six retail fuel oil businesses, an environmental consulting business and a retail security alarm business. The total purchase price for these acquisitions totaled approximately $10,924,000, of which $3,015,000 represented the fair value of property and equipment.

 

(Continued)

 

15


 

MEENAN OIL CO., L.P. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

June 30, 2001 and 2000

 

The balance of $7,909,000 was allocated to customer lists and other intangibles. In addition, certain of the acquisitions contain contingent payout provisions based on the attainment of sales volume, for which the Company has accrued approximately $582,000 as of June 30, 2001. These acquisitions have been accounted for using the purchase method of accounting, and their operating results which are not material to the Company, are included in the consolidated statements of income from their respective dates of acquisition.

 

(10)   Distributions

 

In fiscal 2001, 2000 and 1999 the Executive Committee of the Company approved distributions to the partners of $6,878,420, $3,674,953, and $8,677,733, respectively.

 

(11)   Business and Credit Concentration

 

All of the Company’s customers are located in New York, New Jersey, and Pennsylvania. No single customer accounted for more than 5% of the Company’s sales in 2001, 2000, or 1999.

 

(12)   Commitments and Contingencies

 

  (a)   The Company is a defendant in certain legal actions the outcome of which, in the opinion of management based in part on the opinion of counsel, is not expected to have a materially adverse impact on the Company’s financial position or results of operations.

 

  (b)   The Company has elected to either self-insure or maintain high deductibles on its workers’ compensation, auto and general liability insurance coverages. A liability of approximately $4,900,000 and $4,700,000 is included in accrued expenses—other for unpaid claims and an estimate for claims incurred but not reported as of June 30, 2001 and 2000. The Company has coverage to prevent catastrophic losses resulting from claims.

 

(13)   Subsequent Event

 

On July 31, 2001, the Company entered into an equity purchase agreement with Petro, Inc. for the sale of stock of Meenan Oil Co., Inc. and subsidiaries and the limited partnership interests of Meenan Oil Co., L.P. and the stock of its subsidiary.

 

On August 13, 2001, in connection with the closing of the equity purchase agreement, amounts outstanding under the senior secured notes and the revolving credit agreement were repaid from the proceeds of the equity purchase, and included a prepayment fee of $4.0 million with respect to the senior secured notes. Under the terms of the agreement, a portion of the proceeds was held in escrow.

 

(Continued)

 

16