The consolidated interim financial statements of Tosco
Corporation and subsidiaries (Tosco or the Company)
reflect all adjustments, consisting of normal recurring accruals, which are, in
the opinion of management, necessary for a fair presentation of the
Companys consolidated financial position, results of operations, and cash
flows. Such interim financial statements are presented in accordance with the
disclosure requirements for Form 10-Q. These unaudited consolidated financial
statements should be read in conjunction with the Companys audited
consolidated financial statements and notes thereto included in the
Companys 1999 Annual Report on Form 10-K.
At March 31, 2000 and December 31, 1999, the excess of
replacement cost (FIFO) over carrying value (LIFO) of the Companys
refinery inventories was $576.1 million and $304.7 million, respectively.
On February 29, 2000, the Company began operating retail systems
consisting of approximately 1,740 retail gasoline and convenience outlets
acquired from Exxon Corporation and Mobil Oil Corporation (collectively
ExxonMobil) for $860.0 million, plus transaction costs (Note 6).
Tosco also acquired certain undeveloped sites and is acquiring certain
distribution terminals, all of which ExxonMobil is divesting under a Federal
Trade Commission consent decree (collectively the ExxonMobil
Acquisition). The acquired outlets comprise the Exxon system from New York
through Maine (the Northeast Territory) and the Mobil system from
New Jersey through Virginia (the Middle Atlantic Territory). The
outlets include approximately 685 owned or leased sites and 1,055 open dealer
and branded distributor sites. Tosco has exclusive rights to the
Exxon brand in the Northeast Territory and the Mobil
brand in the Middle Atlantic Territory for ten years.
On February 8, 2000, the Company amended and restated its
Revolving Credit Facility (the Amended Revolving Credit Facility).
The Amended Revolving Credit Facility provides the Company with a $750.0 million
uncollateralized revolving credit facility that is available for working capital
and general corporate purposes, including acquisitions. Facility A (for $375.0
million) matures on February 8, 2005 and Facility B (for $375.0 million) matures
on February 7, 2001. At the Companys option and the lenders consent,
Facility B may be renewed annually until February 7, 2005. At the Companys
option, any outstanding balance under Facility B can be converted into a
two-year non-amortizing term note.
5. Long-Term Debt
On February 15, 2000, the Company issued $400.0 million of
8.125% Notes due on February 15, 2030 (the 8.125% Notes). Interest
on the 8.125% Notes is payable each February 15 and August 15, commencing on
August 15, 2000. The proceeds from the 8.125% Notes were used to finance a
portion of the ExxonMobil Acquisition.
6. Operating Leases
In connection with the ExxonMobil Acquisition, certain of the
acquired gasoline and convenience outlets were purchased directly from
ExxonMobil by a special purpose entity that leased the sites to the Company
pursuant to a long-term operating lease. The lease provides the Company the
option to purchase, at agreed-upon contracted prices, (a) a portion of the
leased assets for resale to unaffiliated parties during the term of the lease,
and (b) not less than all of the leased assets at the end of the lease. The
Company may cancel the lease subject to the lessor receiving certain guaranteed
minimum sales values for the assets. A portion of minimum annual rentals varies
with commercial paper interest rates. This lease extends through February 2010.
7. Commitments and Contingencies
There are various legal proceedings and claims pending against
the Company that are common to its operations. While it is not feasible to
predict or determine the ultimate outcome of these matters, it is the opinion of
management that these suits will not result in monetary damages not covered by
insurance that in the aggregate would be material to the business or operations
of the Company.
Under the terms of the 76 Products Acquisition, Unocal could
have received up to $250.0 million of contingent participation payments over the
seven year period following the acquisition if retail market conditions and/or
California Air Resources Board (CARB) gasoline margins increased
above specified levels. In December 1999 and January 2000, Tosco paid Unocal
$50.0 million in settlement of retail participation obligations for prior and
future periods. In addition, the remaining maximum contingent payment, related
to improvements in CARB gasoline margins, was reduced to $100.0 million. The
$50.0 million participation payment was capitalized and is being depreciated and
amortized over the remaining useful lives of the acquired assets.
Litigation between Unocal and certain petroleum refiners has
contested the validity of patents held by Unocal covering certain formulations
for clean burning fuels meeting California fuel specifications and, in turn,
alleged infringement of those patents by certain refiners. The Company is not a
party to the patent litigation. Under the terms of the 76 Product Acquisition,
the Company has no liability to Unocal for any possible past infringement of the
patents, including to the date of final resolution of the matter, which,
considering appeals, is uncertain.
The Company has employment agreements with certain of its
executive officers that provide for lump sum severance payments and accelerated
vesting of options upon termination of employment under certain circumstances or
a change of control, as defined.
The Company, in keeping with industry practice, schedules
Turnarounds as the units reach the end of their normal operating cycles.
Unscheduled Turnarounds or unit shutdowns also occur because of operating
difficulties or external factors. Throughput and earnings are lowered, and
Turnaround expenditures increased, during such periods.
The Company carries insurance policies on insurable risks, which
it believes to be appropriate at commercially reasonable rates. While management
believes the Company is adequately insured, future losses could exceed insurance
policy limits or, under adverse interpretations, be excluded from coverage.
Future liability or costs, if any, incurred under such circumstances would have
to be paid out of general corporate funds.
In the normal course of business, the Company has entered into
numerous crude oil and feedstock supply contracts, finished product sale and
exchange agreements, and transportation contracts. Because of the market related
pricing structure and/or generally short-term nature of these contracts, they
are not expected to negatively impact the Companys future operating
results.
8. Business Segments
The Company has two operating business segments: refining and
marketing. The refining segment includes the acquisition of crude oil and other
feedstocks, the production of petroleum products, and the distribution and sale
of petroleum products to wholesale customers. The marketing segment includes the
sale of petroleum products and merchandise through company owned gasoline
stations and convenience stores, and branded dealers and jobbers. The
nonoperating segment consists of corporate activities and certain nonoperating
subsidiaries.
Summarized financial information by segment for the three-month
periods ended March 31, 2000 and 1999 is as follows:
Operating Segments
------------------------------ Nonoperating Consolidated
2000 (Millions of Dollars) Refining Marketing Segment Total
-------------- ------------- -------------- ----------
Total sales $ 3,822.5 $ 1,813.0 $ - $ 5,635.5
Intersegment sales (1,000.5) (4.8) (1,005.3)
------------- ------------- -------------- ------------
Third party sales $ 2,822.0 $ 1,808.2 $ - $ 4,630.2
============= ============= ============== ============
Operating contribution (a) $ 247.0 $ 70.0 $ - $ 317.0
Depreciation and amortization (41.9) (35.5) (0.4) (77.8)
Net interest (expense) income (19.1) (15.7) 0.9 (33.9)
Income (loss) before income taxes and
distributions on Trust Preferred Securities 161.6 (27.8) (3.6) 130.2
Capital and Turnaround expenditures $ 99.5 $ 53.5 $ - $ 153.0
Operating Segments
------------------------------ Nonoperating Consolidated
1999 (Millions of Dollars) Refining Marketing Segment Total
-------------- ------------- -------------- ----------
Total sales $ 1,829.7 $ 1,230.0 $ - $ 3,059.7
Intersegment sales (418.3) (3.7) (422.0)
------------- ------------- -------------- -------------
Third party sales $ 1,411.4 $ 1,226.3 $ - $ 2,637.7
============= ============= ============== =============
Operating contribution (a) $ 115.9 $ 126.8 $ - $ 242.7
Depreciation and amortization (48.6) (33.7) (0.3) (82.6)
Net interest (expense) income (19.3) (12.4) 0.6 (31.1)
Income (loss) before income taxes and
distributions on Trust Preferred Securities 28.0 26.9 (3.4) 51.5
Capital and Turnaround expenditures $ 48.7 $ 51.2 $ - $ 99.9
(a) Operating contribution is calculated as sales minus cost of sales.
Summarized total assets by segment as of March 31, 2000 and
December 31, 1999 is as follows:
Operating Segments
------------------------------ Nonoperating Consolidated
(Millions of Dollars) Refining Marketing Segment Total
------------- ------------- ------------- ----------
March 31, 2000 $ 3,957.0 $ 2,854.3 $ 88.0 $ 6,899.3
December 31, 1999 3,677.3 2,442.2 92.9 6,212.4
9. Subsequent Events
On April 6, 2000, the Company signed a letter of intent with
Equilon Enterprises LLC (a joint venture of Texaco Inc. and Shell Oil Co.) to
purchase Wood River Refinery and Chemical Complex, both located in Roxana,
Illinois, for $420 million plus the cost of inventories (the Wood River
Acquisition). The Wood River Refinery has a refining capacity of 295,000
barrels per day. The anticipated closing for this transaction is June 2000.
Completion of the transaction is subject to satisfaction of certain conditions,
including obtaining regulatory approvals and the execution of definitive
agreements.
On April 28, 2000, the Company issued $200.0 million
of 8.125% Notes due on February 15, 2030 (the Additional 8.125%
Notes). Interest on the Additional 8.125% Notes is payable each February
15 and August 15, commencing on August 15, 2000. The Company anticipates that on
May 16, 2000 it will issue $150.0 million of Series A floating rate notes due
November 16, 2001 (the "Series A Notes") and $150.0 million of Series B floating
rate notes due May 16, 2001 (the "Series B Notes") (collectively the
Floating Rate Notes). Interest on the Floating Rate
Notes will be payable quarterly in arrears beginning on August 16, 2000. The
Series A Notes will not be redeemable prior to November 16, 2000. Subsequent to
that date, the Series A Notes will be redeemable, in whole but not in part, at
the Companys option on each interest payment date at 100% of the principal
amount plus accrued interest. The Series B Notes will not be redeemable prior to
maturity. The net proceeds from the Additional 8.125% Notes and Floating Rate
Notes are intended to be used to finance a portion of the Wood River
Acquisition.
10. New Accounting Standard
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. The
Company plans to adopt SFAS No. 133 on January 1, 2001. The Company is currently
evaluating the effect SFAS No. 133 will have on its financial position and
results of operations.
TOSCO CORPORATION AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
Introduction
Managements Discussion and Analysis of Financial Condition
and Results of Operations (MD&A) for the three month period
ended March 31, 2000 should be read in conjunction with MD&A included in the
Tosco Corporation (Tosco) 1999 Annual Report on Form 10-K. The
Annual Report sets forth Selected Financial Data that, in summary form, reviewed
Toscos results of operations and capitalization over the five year period
1995 through 1999. This MD&A updates that data.
On February 29, 2000, Tosco acquired and began operating retail
systems consisting of approximately 1,740 retail gasoline and convenience
outlets from Exxon Corporation and Mobil Oil Corporation (collectively
ExxonMobil) for $860 million (the ExxonMobil
Acquisition). See Note 3 to the Consolidated Financial Statements.
Results of Operations
Three Months Ended
March 31,
---------------------------
(Millions of Dollars, Except Per Share Data) 2000 1999
------------- -----------
Sales $ 4,630.2 $ 2,637.7
Cost of sales (4,313.2) (2,395.0)
----------- ------------
Operating contribution 317.0 242.7
Depreciation and amortization (77.8) (82.6)
Selling, general, and administrative expenses (75.1) (77.5)
Interest expense, net (33.9) (31.1)
----------- ------------
Income before income taxes and distributions on
Trust Preferred Securities 130.2 51.5
Income taxes (52.7) (21.1)
----------- ------------
Income before distributions on Trust Preferred Securities 77.5 30.4
Distributions on Trust Preferred Securities, net of
income tax benefit (2.6) (2.5)
----------- ------------
Net income $ 74.9 $ 27.9
=========== ============
Diluted earnings per share (a) $ 0.50 $ 0.18
=========== ============
(a) Earnings per share throughout MD&A are expressed on a diluted basis.
Refining Data Summary (a)
Three Months Ended
March 31,
--------------------
2000 1999
------------- ---------
Average charge barrels input per day (b):
Crude oil 786,100 739,500
Other feed and blending stocks 82,300 81,800
------------- -------------
868,400 821,300
============= =============
Average production barrels produced per day (b):
Clean products (c) 729,900 701,400
Other finished products 138,000 115,300
------------- -------------
867,900 816,700
============= =============
Operating margin per charge barrel (d) $ 5.88 $ 4.28
============= =============
(a) |
The Refining Data Summary presents the operating results of the following refineries: |
|
- Bayway Refinery, located on the New York Harbor.
- Ferndale Refinery, located on Washington's Puget Sound.
- Los Angeles Refinery System, comprised of two refineries in Los Angeles.
- San Francisco Area Refinery System, comprised of the Rodeo-Santa Maria complex
and the Avon Refinery. (The Avon Refinery was shutdown in March 1999 for a safety review
following a fire at a crude unit on February 23, 1999. All major processing units had been restarted
by the end of July 1999.)
- Trainer Refinery, located near Philadelphia. |
(b) |
A barrel is equal to 42 gallons. |
(c) |
Clean products are defined as clean transportation fuels (gasoline, diesel,
distillates, and jet fuel) and heating oil. |
(d) |
Operating margin per charge barrel is calculated as operating contribution,
excluding refinery operating costs, divided by total refinery charge barrels. |
Retail Data Summary
Three Months Ended
March 31,
2000 1999
-------- --------
Volume of fuel sold (millions of gallons) 1,259.8 1,085.2
Blended fuel margin (cents per gallon) (a) 6.1 11.3
Number of gasoline stations at period end (b) 5,818 4,203
Merchandise sales (millions of dollars) $ 502.7 $ 500.4
Merchandise margin (percentage of sales) 28.3% 30.3%
Number of merchandise stores at period end (b) 2,170 2,152
Other retail gross profit (millions of dollars) $ 35.2 $ 28.2
(a) Blended fuel margin is calculated as fuel sales minus fuel
cost of sales divided by fuel gallons sold.
(b) The gasoline station and merchandise store counts at March 31, 2000 include sites acquired
in the ExxonMobil Acquisition.
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Tosco earned net income of $75 million ($0.50 per share) on
sales of $4.63 billion during the first quarter of 2000, compared to earnings of
$28 million ($0.18 per share) on sales of $2.64 billion in the corresponding
period of 1999. The increase in sales for the 2000 first quarter compared to the
1999 first quarter of $1.99 billion was primarily due to higher petroleum
product prices, increased East Coast production, and the ExxonMobil Acquisition.
East Coast production during the 1999 first quarter was reduced due to the
turnaround of the Bayway Refinery cat cracker.
Tosco generated an operating contribution (sales less cost of
sales) of $317 million for the first quarter of 2000, compared to $243 million
in the corresponding period in 1999. The increase of $74 million was
attributable to refining (increase of $131 million) and retail (reduction of $57
million) operations.
Refining operating contribution was $247 million for the 2000
first quarter, compared to $116 million in the 1999 first quarter. This increase
of $131 million was primarily attributable to improved East Coast operating
margin per charge barrel ($5.39 in 2000 compared to $1.98 in 1999) and higher
East Coast production volumes (457,300 barrels per day (B/D) in 2000
compared to 403,200 B/D in 1999). West Coast production volumes during the 2000
first quarter were approximately consistent with the 1999 first quarter because
of turnarounds during 2000 of the Ferndale Refinery and the Rodeo-Santa Maria
Complexs unicracker and the stand-down of the Avon Refinery in 1999.
Retail operating contribution was $70 million for the quarter
ended March 31, 2000, compared to $127 million in the comparable period in 1999.
The decline of $57 million was primarily attributable to reduced fuel sales
margins (6.1 cents per gallon compared to 11.3 cents per gallon in 1999) and
lower merchandise margins (28.3% versus 30.3%). Fuel sales margins, especially
on the West Coast, were compressed due to the lag in recovering higher wholesale
prices.
Depreciation and amortization for the quarter ended March 31,
2000 was $78 million, compared to $83 million in the comparable 1999 period.
Depreciation and amortization for 1999 includes amortization costs of $4.5
million due to the acceleration of the Bayway cat cracker turnaround.
Selling, general, and administrative (SG&A)
expenses for 2000 decreased by $1 million compared to the corresponding period
in 1999, principally due to lower incentive compensation accruals for
Toscos retail division. This decrease was partially offset by increased
SG&A costs associated with the Exxon Mobil Acquisition.
The increase in net interest expense of $3 million is primarily due to the
ExxonMobil Acquisition and higher interest rates under the Amended Revolving
Credit Facility.
Tosco reduced its effective income tax rate in 2000 to 40.5%,
from 41.0% in 1999, based on an evaluation of projected state income taxes after
factoring in the ExxonMobil Acquisition.
Outlook
Results of operations are primarily determined by the operating
efficiency of the refineries, and by refining and retail fuel margins. All of
Toscos refineries are expected to operate at or near capacity during the
2000 second quarter. Tosco is not able to predict the level of refinery and
retail fuel operating margins for the balance of 2000 because of the
uncertainties associated with oil markets. In view of uncertain operating
margins and highly competitive markets, Tosco is committed to improving its
results by becoming more efficient in all areas of operations without
compromising safety, reliability, or environmental compliance.
On April 6, 2000, Tosco signed a letter of intent with Equilon
Enterprises LLC (a joint venture of Texaco Inc. and Shell Oil Co.) to purchase
the Wood River Refinery and Chemical Complex, both located in Roxana, Illinois,
for $420 million (the Wood River Acquisition). The Wood River
Refinery has a refining capacity of 295,000 barrels per day. The anticipated
closing for this transaction is June 2000. Completion of the transaction is
subject to satisfaction of certain conditions, including obtaining regulatory
approvals and the execution of definitive agreements. The purchase price,
including working capital requirements, is expected to be derived from a
combination of available cash, the issuance of notes, and borrowings under the
Amended Revolving Credit Facility. See Note 9 to the Consolidated Financial
Statements. The Wood River Acquisition is expected to be accretive to earnings.
Tosco continues to review opportunities to acquire assets which are accretive to
earnings.
Cash Flows
As summarized in the Consolidated Statement of Cash Flows, cash
and cash equivalents decreased by $12 million during the three-month period
ended March 31, 2000. Cash used in operating activities of $46 million and
investing activities of $483 million exceeded cash provided by financing
activities of $517 million.
Net cash used in operating activities of $46 million was due to
a net increase in operating assets and liabilities of $212 million which was
partially offset by cash earnings (net income plus depreciation, amortization,
and other non-cash charges) of $164 million and other sources of $2 million. The
net increase in operating assets and liabilities reflects higher inventory
volumes and the increase in product prices that occurred in 2000.
Net cash used in investing activities totaled $483 million due
to the ExxonMobil Acquisition of $316 million, capital and turnaround
expenditures of $116 million and $37 million, and other uses of $14 million.
Net cash provided by financing activities totaled $517 million,
due to net borrowings under the revolving credit facility of $123 million,
proceeds from a public debt offering of $400 million (to fund a portion of the
ExxonMobil Acquisition), and other sources of $4 million partially offset by
dividend payments of $10 million.
Liquidity and Capital Resources
At March 31, 2000, liquidity (cash and cash equivalents,
marketable securities and deposits, and availability under the Revolving Credit
Facility) totaled $572 million, a $241 million decrease compared to the December
31, 1999 balance of $813 million. Cash and cash equivalents decreased by $12
million, marketable securities and deposits increased by $3 million, and
availability under the Revolving Credit Facility decreased by $232 million. The
decrease in availability under the Revolving Credit Facility reflects
Toscos election to amend and restate the Revolving Credit Facility to a
$750 million facility from the $900 million facility existing at December 31,
1999 and additional borrowings under the line in 2000 to finance increased
working capital requirements.
At March 31, 2000, total shareholders equity was $2.18
billion, a $74 million increase compared to the December 31, 1999 balance. This
increase was due to net income of $75 million, other sources of $9 million, and
dividend payments of $10 million. Debt (current and long-term debt and the
Revolving Credit Facility) increased by $523 million to $1.98 billion at March
31, 2000 due to net borrowings under the Revolving Credit Facility and the
issuance of the 8.125% public notes. These borrowings were used to finance
increased working capital requirements, to fund a portion of the ExxonMobil and
Wood River Acquisitions, and for general corporate purposes. Accordingly, the
ratio of long-term debt (Revolving Credit Facility and non-current portion of
long-term debt) to total capitalization (Revolving Credit Facility, non-current
portion of long-term debt, Trust Preferred Securities, and total
shareholders equity) increased to 44% at March 31, 2000 compared to the
December 31, 1999 ratio of 38%. Tosco intends to issue equity securities in 2000
to reduce its debt to capitalization ratio. Accordingly, Tosco suspended its
previously authorized program to acquire up to $300 million of its equity
securities.
In January 1997, Tosco filed a shelf registration statement
providing for the issuance of up to $1.5 billion aggregate principal amount of
debt and equity securities. Such securities may be offered, separately or
together, in amounts and at prices and terms to be set forth in one or more
supplements to the shelf registration statement. On February 15, 2000 and April
28, 2000, Tosco issued $400 million and $200 million, respectively, of 8.125%
Notes due in 2030 in a public offering pursuant to the shelf registration
statement. At April 30, 2000, Tosco has $179 million remaining and available
pursuant to this shelf registration statement.
The Revolving Credit Facility, as well as funds potentially
available from the issuance of securities, provides Tosco with adequate
resources to meet its expected liquidity demands for at least the next twelve
months, including repayment of the $125 million notes payable due on July 15,
2000.
Capital Expenditures
During the first three months of 2000, Tosco spent $153 million
on capital and turnaround expenditures ($63 million for refining capital, $37
million for turnarounds, and $53 million for marketing capital), all of which
were budgeted for 2000. Refining capital expenditures include $18 million for
construction of a polypropylene plant at the Bayway Refinery. Turnaround
expenditures were primarily for turnaround projects at the Ferndale Refinery and
the Rodeo-Santa Maria Complex unicracker. Marketing capital expenditures were
primarily for upgraded equipment at existing sites, including rebranding sites
in the Northwest and Southeast. Tosco intends to finance its 2000 capital
additions, including continued construction of the Bayway Refinery polypropylene
plant, through cash flows from operations and, if needed, by borrowings under
the Revolving Credit Facility.
New Accounting Standard
In September 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133 "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133"). SFAS No. 133 establishes accounting and
reporting standards for derivative instruments and for hedging activities. Tosco
plans to adopt SFAS No. 133 on January 1, 2001. Tosco is currently evaluating
the effect SFAS No. 133 will have on its financial position and results of
operations.
Forward Looking Statements
Tosco has made, and may continue to make, various forward-looking statements with respect to its
financial position, business strategy, projected costs, projected savings, and
plans and objectives of management. Such forward-looking statements are
identified by the use of forward-looking words or phrases such as
anticipates, intends, expects,
plans, believes, estimates, or words or
phrases of similar import. These forward-looking statements are subject to
numerous assumptions, risks, and uncertainties, and the statements looking
forward beyond 2000 are subject to greater uncertainty because of the increased
likelihood of changes in underlying factors and assumptions. Actual results
could differ materially from those anticipated by the forward-looking
statements.
In addition to factors previously disclosed by Tosco and factors
identified elsewhere herein, certain other factors could cause actual results to
differ materially from such forward-looking statements. All subsequent written
and oral forward-looking statements attributable to Tosco, or persons acting on
behalf of Tosco, are expressly qualified in their entirety by reference to such
factors.
Toscos forward-looking statements
represent its judgment only on the dates such statements are made. By making any
forward-looking statements, Tosco assumes no duty to update them to reflect new,
changed, or unanticipated events or circumstances.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits:
27 - Financial Data Schedule (filed electronically only)
b. Reports on Form 8-K:
None.
SIGNATURE
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.
|
TOSCO CORPORATION
(Registrant) |
Date: May 12, 2000 |
By: /s/ ROBERT I. SANTO
(Robert I. Santo)
Vice President and
Chief Accounting Officer |