Item 1. Business
General
We are a wholly-owned subsidiary of Petro Stopping Centers, L.P. (“PSC”), incorporated on December 8, 1994 for the sole purpose of distributing fuel to PSC in certain geographic locations at prices lower than PSC can obtain.
We began conducting business in the second quarter of 2004 and currently derive all of our revenues from the sale of diesel and gasoline fuels to PSC.
PSC files with the Securities and Exchange Commission the reports it is required to file pursuant to the rules and regulations promulgated under the Securities Exchange Act of 1934. For information regarding PSC and its business and financial results, reference is made to PSC’s Annual Report on Form 10-K for 2004, a copy of which is filed as Exhibit 99 to this Annual Report.
Item 2.
Item 2. Properties
None
Item 3.
Item 3. Legal Proceedings
None
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5.
Item 5. Market of Registrant’s Common Equity and Related Stockholder Matters
We are a wholly-owned subsidiary of PSC. Consequently, there is no established trading market for our equity. As the sole shareholder, PSC holds all voting rights and privileges.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Reporting Format
We derive all of our revenues from the sale of diesel and gasoline fuels to PSC.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
None
Item 8.
Item 8. Financial Statements and Supplementary Data
PETRO DISTRIBUTING, INC.
BALANCE SHEETS
See accompanying notes to financial statements.
PETRO DISTRIBUTING, INC.
STATEMENTS OF OPERATIONS
See accompanying notes to financial statements.
PETRO DISTRIBUTING, INC.
STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY
See accompanying notes to financial statements.
PETRO DISTRIBUTING, INC.
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements.
PETRO DISTRIBUTING, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Company Formation and Description of Business
Company Formation
Petro Distributing, Inc. (the “Company”) is a wholly-owned subsidiary of Petro Stopping Centers, L.P. (“PSC”) and was incorporated December 8, 1994. The Company was formed for the sole purpose of distributing fuel to PSC in certain geographic locations at prices lower than PSC can obtain.
The Company began conducting business in the second quarter of 2004 and currently derives all of its revenues from the sale of diesel and gasoline fuels to PSC.
(2) Summary of Significant Accounting Policies
Basis of Presentation
The accounts of the Company are included in the December 31, 2004 consolidated financial statements of PSC, which are included in PSC’s Annual Report on Form 10-K for the year ended December 31, 2004, a copy of which is filed as Exhibit 99 to this Annual Report. In the opinion of management of the Company, the accompanying financial statements contain all adjustments necessary to present fairly the financial position of the Company at December 31, 2003 and 2004, the results of operations and cash flows for the year ended December 31, 2004, and the statement of changes in shareholder’s equity for the twelve months ended December 31, 2004.
Trade Accounts Payable
The Company recognizes payables from the purchase of diesel and gasoline fuels from third-party vendors at the time delivery has occurred and services have been performed.
Accrued Expenses and Other Liabilities
Certain motor fuel taxes are collected from PSC and remitted to governmental agencies by the Company.
Revenue Recognition
The Company recognizes revenue from the sale of diesel and gasoline fuels to PSC at the time delivery has occurred and services have been performed.
(3) Shareholder’s Equity
The Company is a wholly-owned subsidiary of PSC. As the sole shareholder, PSC holds all voting rights and privileges.
Report of Independent Registered Public Accounting Firm
The Board of Directors
Petro Distributing, Inc.:
We have audited the accompanying balance sheets of Petro Distributing, Inc. (a Delaware corporation) as of December 31, 2004 and 2003, and the related statements of operations, changes in shareholder’s equity and cash flows for each of the years in the two-year period ended December 31, 2004. These 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Petro Distributing, Inc. as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.
KPMG LLP
El Paso, Texas
March 14, 2005
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A.
Item 9A. Controls and Procedures
As of December 31, 2004, we completed an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in timely alerting them to material information relating to us which is required to be included in our periodic Securities and Exchange Commission filings.
There have been no changes in our internal control over financial reporting in connection with the evaluation required by paragraph (d) of the Securities and Exchange Act of 1934 Rules 13a-15 or 15d-15 during the fourth fiscal quarter, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None
Item 14.
Item 14. Principal Accounting Fees and Services
Audit Fees. There were no audit fees billed by KPMG LLP for the year ended December 31, 2003. Due to the requirement for audited financials statements and notes during 2004, the related audit fees billed by KPMG LLP for the year ended December 31, 2004 was approximately $13,500, all of which were paid by PSC.
Audit-Related Fees. There were no audit-related fees billed by KPMG LLP for the years ended December 31, 2003 and 2004.
Tax Fees. There were no tax fees billed by KPMG LLP for the years ended December 31, 2003 and 2004.
All Other Fees. There were no other fees billed by KPMG LLP for the years ended December 31, 2003 and 2004.
Pre-approval Policies and Procedure. As the Company does not have an audit committee, there are no policies and procedures of such a committee to be disclosed.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this report:
1. Financial statements
The following financial statements of the Company are included in Part II, Item 8 of this report:
Page
Balance Sheets
Statements of Operations
Statement of Changes in Shareholder’s Equity
Statements of Cash Flows
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
The accounts of the Company are included in the December 31, 2004 consolidated financial statements of PSC, which are included in PSC’s Annual Report on Form 10-K for the year ended December 31, 2004, a copy of which is filed as Exhibit 99 to this Annual Report.
2. Financial statements schedule and supplementary information required to be submitted.
None
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the audited consolidated financial statements or notes thereto.
3. and (b) Exhibits
Incorporated herein by reference is a list of Exhibits contained in the Exhibit Index on page 12 of this Annual Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PETRO DISTRIBUTING, INC.
(Registrant)
By:
/s/ J.A. Cardwell, Sr.
J.A. Cardwell, Sr.
President and Director
(On behalf of Registrant and as Registrant’s
Principal Executive Officer)
Date: March 29, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Petro Distributing, Inc. and in the capacities and on the dates indicated.
Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants which have not Registered Securities Pursuant to Section 12 of the Act.
The Company has not sent and will not send an annual report or proxy material to its shareholder.
EXHIBIT INDEX
(a) Incorporated by reference to Petro Stopping Centers, L.P.’s and Petro Financial Corporation’s Registration Statement on Form S-4 (Registration No. 333-115358), filed on June 10, 2004.
(b) Incorporated by reference to Petro Stopping Centers, L.P.’s Current Report on Form 8-K, filed on February 23, 2004.
(c) Incorporated by reference to Petro Distributing, Inc.’s Current Report on Form 8-K, filed on January 27, 2005.
* Filed herewith.