UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
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 1-1059
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-0550682
(State or jurisdiction of (I.R.S. Employer Identification
Number) incorporation or organization)
ONE NORTH CHARLES STREET, BALTIMORE, MARYLAND 21201
(Address of principal executive offices) (Zip Code)
410-539-7400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)
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, and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
___
The number of shares outstanding at October 31, 2000 of the Registrant's
$5 par value Class A and Class B Common Stock was 4,817,394 shares and
5,249,137 shares, respectively.
CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
September 30, 2000 and December 31, 1999 2
Consolidated Condensed Statements of Operations
Three and Nine months ended September 30, 2000
and 1999 4
Consolidated Condensed Statements of Cash Flows
Nine months ended September 30, 2000 and 1999 5
Notes to Unaudited Consolidated Condensed
Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk 19
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 19
Item 4 - Submission of Matters to a Vote of Security Holders 20
Item 6 - Exhibits and Reports on Form 8-K 20
SIGNATURE 21
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
September 30 December 31
2000 1999
------------ -----------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 8,612 $ 12,447
Accounts receivable, less allowance
For doubtful accounts (2000-
$407,1999 -- $552 159,240 104,332
Inventories, net of LIFO reserves
(2000 -- $87,230 1999 -- $55,813 112,180 69,195
Other current assets 372 1,428
-------- --------
TOTAL CURRENT ASSETS 280,404 187,402
INVESTMENTS AND DEFERRED CHARGES 18,766 21,666
PROPERTY, PLANT AND EQUIPMENT 683,494 690,423
Less allowance for depreciation (376,383) (391,343)
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 292,151 314,040
--------- ---------
$ 591,321 $ 523,108
========= =========
<FN>
See notes to unaudited consolidated condensed financial statements
</FN>
Page 2
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
September 30 December 31
1999 1998
------------ -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable:
Crude oil and refined products $ 172,886 $ 118,489
Other 36,766 22,307
Accrued liabilities 47,646 60,685
Income tax payable 1,424 413
Borrowings under Secured Credit Facility 4,745 -
Current portion of long-term debt 559 631
--------- ---------
TOTAL CURRENT LIABILITIES 264,026 202,525
LONG-TERM DEBT 128,722 129,180
DEFERRED INCOME TAXES 6,136 7,384
OTHER DEFERRED LIABILITIES 42,958 34,718
COMMON STOCKHOLDERS' EQUITY
Class A Common Stock--par value $5 per share:
Authorized-15,000,000 shares;
issued and outstanding shares--
4,817,394 in 2000 and in 1999 24,087 24,087
Class B Common Stock--par value $5 per share:
Authorized-15,000,000 shares;
issued and outstanding shares--
5,249,437 in 2000 and 5,253,862 in 1999 26,247 26,269
Additional paid-in capital 92,587 91,154
Unearned restricted stock (2,460) (1,049)
Retained earnings 8,589 8,411
Accumulated other comprehensive income 429 429
--------- ---------
TOTAL COMMON STOCKHOLDERS' EQUITY 149,479 149,301
--------- ---------
$ 591,321 $ 523,108
========= =========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
Page 3
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
-------- -------- ---------- --------
REVENUES
Sales and operating revenues $478,947 $359,899 $1,381,480 $866,478
OPERATING COSTS AND EXPENSES
Costs and operating expenses 445,412 329,888 1,261,884 794,903
Selling expenses 20,576 21,057 61,070 64,983
Administrative expenses 4,917 5,040 15,163 15,747
Merger expenses 2,861 - 2,861 -
Depreciation and amortization 9,690 9,501 29,033 27,381
Loss (gain) on sales, abandonments
and write-down of property,
plant and equipment 116 (469) (289) (860)
-------- -------- ---------- --------
483,572 365,017 1,369,722 902,154
-------- -------- ---------- --------
OPERATING (LOSS) INCOME (4,625) (5,118) 11,758 (35,676)
Interest and other income 492 136 1,860 2,181
Interest expense (4,049) (3,939) (12,591) (11,047)
-------- -------- ---------- --------
(LOSS) INCOME BEFORE INCOME TAXES (8,182) (8,921) 1,027 (44,542)
INCOME TAX (BENEFIT) EXPENSE (2,710) (2,903) 849 (15,665)
-------- -------- ---------- --------
NET (LOSS) INCOME $ (5,472) $ (6,018) $ 178 $(28,877)
======== ======== ========== ========
NET (LOSS) INCOME PER SHARE:
Basic and diluted $ (0.55) $ (0.61) $ 0.02 $ (2.93)
======== ======== ========== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
Page 4
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars)
(Unaudited)
Nine Months Ended
September 30
2000 1999
-------- --------
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net cash from operations before
changes in assets and liabilities $ 32,100 $(17,154)
Net changes in assets and liabilities (40,031) 21,913
-------- --------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (7,931) 4,759
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (11,463) (18,306)
Proceeds from sales of property and equipment 15,155 2,767
Capitalization of software costs - (1,974)
Deferred turnaround maintenance (4,661) (5,773)
Net proceeds from long-term notes receivable 298 427
Other changes in deferred assets 576 (256)
-------- --------
Net Cash (Used in) Investing Activities (95) (23,115)
-------- --------
Cash Flows From Financing Activities
Proceeds from debt and credit agreement
borrowings 703,391 438,761
(Repayments) of debt and credit agreement
borrowings (699,200) (424,851)
-------- --------
Net Cash Provided by Financing Activities 4,191 13,910
-------- --------
Net (Decrease) in Cash and Cash Equivalents $ (3,835) $ (4,446)
======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
Page 5
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Crown Central Petroleum Corporation and Subsidiaries
September 30, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States 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 footnotes
required by accounting principles generally accepted in the United States
for complete financial statements. In the opinion of Management, all
adjustments considered necessary for a fair and comparable presentation
have been included. Operating results for the three and nine months ended
September 30, 2000 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2000. The enclosed financial
statements should be read in conjunction with the consolidated financial
statements and footnotes thereto included in the Company's annual report
on Form 10-K, as amended, for the year ended December 31, 1999.
The following summarizes the significant accounting policies and practices
followed by the Company:
Principles of Consolidation: The consolidated financial statements
include the accounts of Crown Central Petroleum Corporation and all
majority-owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
Inventories: The Company's crude oil, refined products, and convenience
store merchandise inventories are valued at the lower of cost (last-in,
first-out) or market with the exception of crude oil inventory held for
resale which is valued at the lower of cost (first-in, first-out) or
market. Materials and supplies inventories are valued at cost.
Incomplete exchanges of crude oil and refined products due the Company or
owing to other companies are reflected in the inventory accounts.
An actual valuation of inventory under the LIFO method can be made only at
the end of each year based on the inventory levels and costs at that time.
Accordingly, interim LIFO projections must be based on Management's
estimates of expected year-end inventory levels and values.
Recent Pronouncements: In June 1998, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which was originally to be effective for the Company's financial
statements as of January 1, 2000. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB Statement No. 133." SFAS No. 137 defers
the effective date of SFAS No. 133 by one year in order to give companies
more time to study, understand and implement the provisions of SFAS No.
133 and to complete information system modifications. In June 2000, the
FASB issued SFAS No. 138 "Accounting for Certain Derivative Instruments
and Certain Hedging Activities, an amendment to SFAS No. 133." SFAS No.
138 expands and clarifies certain provisions of SFAS No. 133 and will be
adopted by the Company concurrently with SFAS No. 133 on January 1, 2001.
SFAS No. 133, as amended, establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires that
entities record all derivatives as either assets or liabilities, measured
at fair value, with any change in fair value recognized in earnings or in
other comprehensive income, depending on the use of the derivative and
whether it qualifies for hedge accounting. If certain conditions are met,
a derivative may be specifically designated as a (a) hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) hedge of the exposure to variable cash
flows of a forecasted transaction, or (c) hedge of the foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm
commitment, an available-for-sale security, or a foreign-currency-
denominated forecasted transaction.
Page 6
Under SFAS No. 133, an entity that elects to apply hedge accounting is
required to establish at the inception of the hedge the method it will use
for assessing the effectiveness of the hedging derivative and the
measurement approach for determining the ineffective aspect of the hedge.
Those methods must be consistent with the entity's approach to managing
risk. The Company is currently evaluating the impact of these
pronouncements on its consolidated financial statements.
Note B - Supplementary Cash Flow Information
Net changes in assets and liabilities presented in the Unaudited
Consolidated Condensed Statements of Cash Flows are comprised of the
following:
Nine Months Ended September 30
2000 1999
(thousands of dollars)
------------ -----------
(Increase) in accounts receivable $ (54,908) $(41,889)
(Increase) decrease in inventories (42,985) 5,352
Decrease (increase) in other current assets 1,057 (3,942)
Increase in crude oil and refined products
payable 54,398 54,634
Increase (decrease) in other accounts payable 14,458 (3,303)
(Decrease) in accrued liabilities and other
deferred liabilities (11,148) (773)
Increase in income taxes payable 1,012 -
(Decrease) in recoverable and deferred income
taxes (1,915) (166)
Decrease in restricted cash - 12,000
------------ -----------
$ (40,031) $ 21,913
============ ===========
NOTE C --INVENTORIES
Inventories consisted of the following:
September 30 December 31
2000 1999
--------- ---------
(thousands of dollars)
Crude oil $ 74,318 $ 32,390
Refined products 108,503 75,926
--------- ---------
Total inventories at FIFO (approximates
current cost) 182,821 108,316
LIFO allowance (84,423) (53,006)
Total crude oil and refined products 98,398 55,310
--------- ---------
Merchandise inventory at FIFO (approximates
current cost) 7,831 7,943
LIFO allowance (2,807) (2,807)
Total merchandise 5,024 5,136
--------- ---------
Materials and supplies inventory at FIFO 8,758 8,749
--------- ---------
TOTAL INVENTORY $ 112,180 $ 69,195
========= =========
Page 7
NOTE D--LONG-TERM DEBT AND CREDIT ARRANGEMENTS
Long-term debt consisted of the following:
September 30 December 31
2000 1999
--------- ---------
(thousands of dollars)
Unsecured 10 7/8% Senior Notes $ 124,864 $ 124,841
Purchase Money Liens and other obligations 4,417 4,970
--------- ---------
129,281 129,811
Less current portion 559 631
--------- ---------
LONG-TERM DEBT $ 128,722 $ 129,180
========= =========
The 10 7/8% Senior Notes due 2005 (Notes) were issued under an Indenture,
as amended (Indenture), which includes certain restrictions and
limitations affecting the payment of dividends, repurchase of capital
stock and incurrence of additional debt.
The Purchase Money Liens (Liens) outstanding as of September 30, 2000
represent loans to finance land, buildings and equipment for several
service station and convenience store locations. These borrowings are
repayable over 60 to 72 months at a fixed interest rate. The Liens are
secured by assets having a net book value of approximately $6.8 million.
The remaining principal balance is payable monthly through May 2004.
During March 1999, the Company amended the Loan and Security Agreement
(Secured Credit Facility), to provide for up to $125 million in cash
borrowings and letters of credit. The Secured Credit Facility, which
expires in December 2001, is secured by certain current assets of the
Company, and may be used for general corporate and working capital
requirements. It includes limitations on additional indebtedness and cash
dividends and requires compliance with financial covenants regarding
minimum levels of working capital and net worth. Borrowings under the
Secured Credit Facility bear interest based on the prime rate or LIBOR
based rates. Additionally, the Company pays a fee for unused commitments.
Up to $75 million of the Secured Credit Facility is subject to
availability of eligible collateral. The remaining $50 million of
availability, which is provided by Rosemore, Inc. (Rosemore), a related
party to the Company, is not subject to the limitation of eligible
collateral. As of September 30, 2000, eligible collateral, as related to
the first $75 million of availability under the Secured Credit Facility,
was approximately $148.6 million after the application of reserves and
advance rates. As of September 30, 2000, the Company had $52.3 million in
letters of credit and $4.7 million in cash borrowings outstanding pursuant
to the Secured Credit Facility. As of October 31, 2000, there were $46.8
million of letters of credit and $14.1 million of cash borrowings
outstanding pursuant to the Secured Credit Facility.
The Company has utilized additional financial support from Rosemore that
is not committed and is subject to Rosemore's discretion. As of September
30, 2000, the Company had $33.4 million in outstanding performance
guarantees from Rosemore relative to the Company's purchase of crude oil,
feedstocks and other petroleum products. As of October 31, 2000, there
were $17.8 million of outstanding performance guarantees provided by
Rosemore. The Company pays Rosemore a fee for these outstanding
performance guarantees.
NOTE E--CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES
The net deferred gain from futures contracts (excluding forward contracts)
included in crude oil and refined product hedging strategies was
approximately $2.8 million at September 30, 2000. Included in these
hedging strategies are futures contracts maturing in October and November
2000. The Company is using these contracts to defer the pricing of
approximately 9.3% of its crude oil commitments for the aforementioned
period.
NOTE F--CALCULATION OF NET INCOME (LOSS) PER COMMON SHARE
Class A Common stockholders are entitled to one vote per share and have
the right to elect all directors other than those to be elected by other
classes of stock. Class B Common stockholders are entitled to one-tenth
vote per share and have the right to elect two directors. The average
outstanding and equivalent shares excludes 195,400 and 203,950 shares of
Performance Vested Restricted Stock (PVRS) shares registered to
participants in the 1994 Long-Term Incentive Plan (Plan) at September 30,
2000 and 1999, respectively. The PVRS shares are not considered
outstanding for the basic earnings per share calculations until the shares
are released to the Plan participants.
Page 8
The following table provides a reconciliation of the basic and diluted
earnings per share calculations:
Three Months Ended
September 30
2000 1999
----------- -----------
(thousands of dollars,
except share data)
INCOME (LOSS) APPLICABLE TO COMMON SHARES
Net income (loss) $ (5,472) $ (6,018)
=========== ===========
Common shares outstanding at July 1, 2000
and 1999, respectively 10,071,256 10,071,046
Restricted shares held by the Company at
July 1, 2000 and 1999, respectively (199,825) (203,950)
----------- -----------
Weighted average number of common shares
outstanding, as adjusted, at
September 30, 2000 and 1999,
respectively - basic 9,871,431 9,867,096
=========== ===========
EARNINGS PER SHARE:
Net (loss) basic and diluted $ (0.55) $ (0.61)
=========== ===========
Nine Months Ended
September 30
2000 1999
------------ ------------
(thousands of dollars,
except share data)
INCOME (LOSS) APPLICABLE TO COMMON SHARES
Net income (loss) $ 178 $ (28,877)
Common shares outstanding at January 1, 2000
and 1999, respectively 10,071,256 10,053,611
Restricted shares held by the Company
at January 1, 2000 and 1999, respectively (199,825) (214,325)
Weighted average effect of shares of common
stock released to participants by the
restricted stock plan - 27,444
Weighted average number of common shares
outstanding, as adjusted, at
September 30, 2000 and 1999,
respectively - basic 9,871,431 866,730
Effect of dilutive securities:
Contingent issuance - Performance Vested
Restricted shares 56,233 -
Employee stock options 3,790 -
Weighted average number of common shares
outstanding, as adjusted, at
September 30, 2000 and 1999,
respectively - diluted 9,931,454 9,866,730
EARNINGS PER SHARE:
Net income (loss) basic and diluted $ 0.02 $ (2.93)
Page 9
NOTE G--LITIGATION AND CONTINGENCIES
As previously disclosed, on January 13, 2000, the Company received a
Notice of Enforcement (NOE) from the Texas Natural Resource Conservation
Commission (TNRCC) regarding alleged state and federal air quality
violations. In a letter dated May 3, 2000, the TNRCC informed the Company
that the agency is proposing to enter an administrative order against the
Company that would assess civil penalties of $1.3 million primarily for
alleged violations of the federal New Source Performance Standards for
hydrogen sulfide and sulfur dioxide and additional violations of other air
regulations at the Pasadena refinery, as reflected in three notices of
violation or enforcement dated February 3, 1999, January 13, 2000 and
April 3, 2000. The time period covered is April 1, 1998 through December
31, 1999. Following negotiations with the Company, the TNRCC agreed to
reduce the proposed civil penalty to $0.9 million. The Company believes
that it has valid legal defenses for the majority of the alleged
violations and that even as revised the proposed penalty is excessive.
Accordingly, the Company is continuing to negotiate with the Agency in an
effort to obtain an appropriate settlement. In any case, the ultimate
outcome of the enforcement action, in the opinion of management, is not
expected to have a material adverse effect on the Company. Furthermore,
the Company does not believe the alleged violations in the proposed
administrative order change the Company's position with respect to the
defense of charges that may be filed by the United States Department of
Justice (DOJ) for alleged sulfur violations that have been subject to
prior TNRCC action or the proposed administrative order.
On May 18, 2000, the DOJ proposed in writing to settle a number of alleged
violations of environmental regulations (other than alleged sulfur
violations) against the Company for $0.9 million. The Company believes
that it either has valid defenses to a majority of the other alleged
violations or that the alleged violations are DE MINIMIS in nature and, in
any case, that the ultimate outcome of the enforcement action, in the
opinion of management, is not expected to have a material adverse effect
on the Company.
On April 6, 2000, the United States Court of Appeals for the Fifth Circuit
overruled the decision of the United States District Court for the
Southern District of Texas in a Clean Air Act citizen suit brought by
Texans United and others, holding that Texans United had standing to sue
the Company under the Clean Air Act for exceedances of sulfur dioxide and
hydrogen sulfide standards; TEXANS UNITED FOR SAFE ECONOMY EDUCATION FUND,
ET AL. VS. CROWN CENTRAL PETROLEUM CORPORATION, No. 98-21043 (5th Cir.).
The case has been remanded to the United States District Court for the
Southern District of Texas and a mediation is scheduled for January of
2001. The Company believes that it has strong defenses on the merits of
the case and the outcome of the litigation is not expected to have a
material adverse effect on the Company.
The Company continues to be involved as a defendant in various matters of
litigation, some of which are for substantial amounts. There have been no
other changes in the status of litigation and contingencies as discussed
in Note I of the Notes to the Consolidated Financial Statements in the
Annual Report on Form 10-K, as amended, for the year ended December 31,
1999 and in Note G of the Notes to the Consolidated Financial Statements
in the Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31 and June 30, 2000 which, in the opinion of management, after
consultation with counsel, are expected to have a material adverse effect
on the Company.
Note H--NONCANCELLABLE LEASE COMMITMENTS
The Company has noncancellable operating lease commitments for refinery,
computer, office and other equipment, transportation equipment, service
station and convenience store properties, and office space. Lease terms
range from three to ten years for refinery, computer, office and other
equipment and four to eight years for transportation equipment. The
majority of service station properties have lease terms of 20 years.
Certain of these leases have renewal provisions.
On September 29, 2000, the Company completed a sale/leaseback transaction
involving 15 of its retail properties and realized net proceeds of $13.8
million and a deferred gain of $5.4 million; the deferred gain will be
amortized as a reduction of rental expense over the 20-year term of the
lease. The leaseback is accounted for as an operating lease.
NOTE I--SEGMENT INFORMATION
The Company has two reportable segments: refinery operations and retail
marketing. The Company's refinery operations segment consists of two
high-conversion petroleum refineries and related wholesale distribution
networks. One refinery is located in Pasadena, Texas and the other
refinery is located in Tyler, Texas. The Pasadena and Tyler refining
operations sell petroleum products directly to other oil companies,
jobbers, and independent marketers. In addition, the Pasadena refining
operation sells directly into the Gulf Coast spot market as well as to an
independent network of dealer-operated retail units that sell Crown-
branded petroleum products and to the Company's own retail segment. The
Company's retail segment sells petroleum products and convenience store
merchandise directly to retail customers.
The Company evaluates performance and allocates resources based on profit
or loss from operations before income taxes, interest income or expense,
and corporate expenses. The accounting policies of the reportable
segments are the same as those
Page 10
described in the summary of accounting policies contained in Note A of the
Notes to Consolidated Financial Statements in the Annual Report on Form
10-K, as amended, for the year ended December 31, 1999.
Intersegment sales and transfers are recorded at market prices. Income or
losses on intersegment sales are eliminated in consolidation.
Page 11
The Company's reportable segments are business divisions that offer
different operating and gross margin characteristics and different
distribution methods. The reportable segments are each managed separately
due to their distinct operating characteristics.
Three Months Ended Nine Months Ended
September 30 September 30
2000 1999 2000 1999
-------- -------- ----------- --------
(thousands of dollars)
Sales and operating revenues from
external customers:
Refinery operations $324,984 $231,500 $ 939,620 $532,960
Retail operations 154,743 129,119 444,037 335,582
Other revenues 52 128 403 428
Other adjustments (832) (848) (2,580) (2,492)
-------- -------- ----------- --------
Total sales and operating revenues $478,947 $359,899 $ 1,381,480 $866,478
======== ======== =========== ========
Intersegment sales and operating
revenues:
Refinery operations $124,926 $ 84,975 $ 365,760 $237,100
(Loss) income before income taxes:
Refinery operations $ (1,811) $ 3,100 $ 28,487 $(14,924)
Retail operations 5,515 630 8,932 2,964
Other income (loss) (183) (226) 566 603
Unallocated amounts:
Corporate (expenses) (8,054) (8,611) (25,178) (22,492)
Net interest (expenses) (3,649) (3,814) (11,780) (10,693)
-------- -------- ----------- --------
Total (loss) income before
income taxes $ (8,182) $ (8,921) $ 1,027 $(44,542)
======== ======== =========== ========
Other adjustments includes items that are reported as a component of Sales
and operating revenues for management reporting purposes but are reported
as a component of operating costs and expenses in accordance with
accounting principles generally accepted in the United States.
NOTE J--OTHER MATTERS
Rosemore entered into an Agreement and Plan of Merger dated April 7, 2000
(the "Merger Agreement"), with the Company. The Merger Agreement proposed
that the Company be merged into Rosemore Acquisition Corporation (a wholly
owned subsidiary of Rosemore). Under the Merger Agreement, the
stockholders of the Company, other than Rosemore, would have received
$9.50 per share in exchange for their Company stock if the Merger had been
approved by the Company's stockholders. The Merger Agreement was
submitted to the Company's stockholders for approval at a special meeting
of stockholders on August 24, 2000. The Merger Agreement did not receive
the requisite two-thirds approval from the Company stockholders and
following the meeting the Merger Agreement was terminated by the Company
and Rosemore.
Apex Oil Company, Inc., a Missouri corporation that owns approximately
14.7% of Crown's Class A common stock and 3.5% of Crown's Class B common
stock, has previously announced that it has proposed to buy all of Crown's
outstanding stock at a price of $10.50 per share in cash in a tender offer.
The Company has therefore requested Apex to present its definitive proposal
to acquire all of Crown's stock for $10.50 per share in a fully financed,
all-cash unconditional tender offer and to be able to commence that tender
offer by September 29, 2000. The Company has twice extended the due date
for Apex to submit its all cash proposal which now expires on November 30,
2000.
If the Company has not received a fully financed, all-cash unconditional
tender offer for all shares by November 30, 2000, which is capable of
being completed, the Company will additionally focus on other strategic
alternatives to deliver value to all stockholders. These efforts may
include but not be limited to a strategic redirection or sale of assets,
and the continuation of overhead and cost structure reduction initiatives.
Page 12
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated sales and operating revenues increased $119.0 million or
33.1% for the three months ended September 30, 2000 compared to the same
period of 1999. For the nine months ended September 30, 2000,
consolidated sales and operating revenues increased $515.0 million or
59.4% compared to 1999. These increases were primarily attributable to
54.8% and 82.2% increases, respectively, in the average sales price per
gallon of refined petroleum products partially offset by a 5.5% decrease
in merchandise sales for the three months ended September 30, 2000 and a
3.6% decrease in merchandise sales for the nine months ended September 30,
2000. The decreases in merchandise sales were primarily due to the sale
in the fourth quarter of 1999 of 14 non-strategic retail stores.
Merchandise sales on a same store basis remained stable for both the three
and nine months ended September 30, 2000 when compared with the same
periods in 1999. (See Retail Results of Operations below for further
discussion).
Consolidated costs and operating expenses increased $115.5 million or
35.0% for the three months ended September 30, 2000 compared to the same
period of 1999. For the nine months ended September 30, 2000,
consolidated costs and operating expenses increased $467.0 million or
58.5% compared to the same period in 1999. These increases were primarily
due to higher costs of crude oil and purchased feedstocks compared with
the same periods of the prior year. West Texas Intermediate (WTI) crude
oil, an industry benchmark, averaged $31.72 per barrel for the third
quarter ended September 30, 2000, a 46.0% increase over the same period in
1999 when the average was $21.72 per barrel. For the nine months ended
September 30, 2000, WTI crude oil average price increased 70.4% to $29.83
per barrel from $17.51 per barrel for the same period in 1999. The
Company's use of the last-in, first-out (LIFO) method of valuing its
inventory was significantly affected by these price increases. LIFO
increased the Company's costs and operating expenses $1.1 million for the
third quarter ended September 30, 2000, $31.4 million for the nine months
ended September 30, 2000, $29.1 for the third quarter ended September 30,
1999 and $50.6 million for the nine months ended September 30, 1999 as
compared to the first-in, first-out (FIFO) method of valuing inventory.
The Company's use of the LIFO method to value its inventory results in
better matching of costs to revenues. In periods of rising prices, the
LIFO method may cause reported operating income to be lower than the use
of the first-in, first-out, (FIFO) method. Conversely, in periods of
falling prices the LIFO method may cause reported operating income to be
higher than the use of the FIFO method. Costs and operating expenses for
the nine months ended September 30, 1999 were partially offset by a
recovery of $7.1 million in the first quarter of 1999 related to the lower
of cost or market reserve established in 1998 due to an industry-wide
decline in the market prices of crude oil and refined products.
In 1994, the Company established the Performance Incentive Plan (PIP) to
recognize and reward employees for the financial achievements of the
Company. Awards under the plan are based on the Company's achievement of
certain key performance goals related to Earnings Before Interest, Taxes,
Depreciation, Amortization, Abandonments of property, plant and equipment,
and LIFO inventory adjustments (EBITDAAL) and Net Income. Costs and
operating expenses included a recovery of $0.9 million for the three
months ended September 30, 2000 and for the nine months ended September
30, 2000, included $3.5 million of accrued employee incentive payments
under the PIP.
Selling expenses decreased $0.5 million or 2.3% for the three months ended
September 30, 2000 and decreased $3.9 million or 6.0% for the nine months
ended September 30, 2000 when compared to the same periods ended in 1999.
These decreases are due to reductions in personnel, maintenance and
advertising costs related to the Company's retail segment, principally due
to the reduction of retail stores previously mentioned and to a retail
marketing administrative staff reorganization in mid-year 1999.
Administrative expenses decreased 2.4% for the third quarter 2000 and
3.7%, for the nine months ended September 30, 2000 compared to the same
periods in 1999. These decreases are due primarily to reductions in
personnel throughout the administrative area as a result of the completion
of the company-wide business process reengineering project in December
1999, which included a computer system upgrade, and also provided year
2000 conformance of the Company's computer systems. Other cost cutting
initiatives have been implemented in 2000.
Page 13
The Company incurred within the quarter merger related expenses of $2.9
million as a result of its proposed merger with Rosemore Acquisition
Corporation. During the Company's Special Meeting of Stockholders on
August 24, 2000, the Company did not receive the required two-thirds votes
necessary to approve the proposed merger. The Company continues to pursue
strategic alternatives to enhance its stockholders' value. (See Note J -
Other Matters in the notes to the unaudited consolidated condensed
financial statements for further discussion).
Depreciation and amortization increased 2.0% in the three months ended
September 30, 2000 and 6.0% in the nine months ended September 30, 2000
when compared to the same periods ended in 1999. These increases were
primarily attributable to the increases in the depreciable base of the
Company's computer systems as a result of the information systems upgrade
previously mentioned.
EBITDAAL is a non-GAAP measure of the Company's cash flow that may be
available for debt service. This measure was developed in connection with
the issuance of the Company's Senior Notes and is used as an internal
measure of the Company's performance. The company's determination of
EBITDAAL may not necessarily be comparative with other organizations use
of similar measures.
EBITDAAL increased $29.8 million from $43.2 million for the nine months
ended September 30, 1999 to $73.0 million for the same period ended in
2000. The increase principally reflects improved industry margins. This
increase in EBITDAAL primarily funded higher working capital requirements
of inventory attributable to rising crude oil and refined product prices.
REFINING RESULTS OF OPERATIONS
Refining sales and operating revenues for the three months ended September
30, 2000 increased $93.5 million to $325.0 million from $231.5 million for
the third quarter ended September 30, 1999. For the nine months ended
September 30, 2000, refining sales and operating revenues increased $406.7
million to $939.6 million. These increases were due primarily to
significant increases in the average selling prices per barrel of refined
petroleum products of 46.4% for the three months ended September 30, 2000
and 77.0% for the nine months ended September 30, 2000 when compared with
the same periods of 1999. Petroleum product volumes sold during the three
months ended September 30, 2000 decreased 2.9% and increased 1.7% during
the nine months ended 2000 when compared to the same periods of 1999.
Refining gross margin before LIFO decreased $23.9 million from $62.2
million for the three months ended September 30, 1999 to $38.3 million for
the three months ended September 30, 2000. For the nine months ended
September 30, 2000, the refining gross margin before LIFO increased $37.9
million to $166.1 million when compared to the same period in 1999. The
decrease in refining gross margin for the three months ended September 30,
2000 is the result of depressed margins on non-transportation products
produced and sold at the refineries and the steep backwardation
(projection of future crude oil prices below current crude oil prices) in
the crude market which has negatively impacted the Company's risk
management program for pricing raw material purchases. Historically, the
price of WTI crude oil has been valued at close to even with the dated
Brent (a benchmark foreign crude). During the third quarter 2000, the
Company's refining margin at the Pasadena refinery was negatively impacted
by the average premium of $0.68 per barrel commanded by foreign priced
barrels. Also during the quarter-ended September 30, 2000, both
refineries experienced downtime resulting from mechanical failures. In
addition, the refining gross margins before LIFO for the three and nine
months ended September 30, 2000 were unfavorably impacted by the Company's
crude oil based processing agreement (Processing Agreement) with Statoil
Marketing and Trading (US) Inc. (Statoil). The Company processed an
average of 35,000 barrels per day (bpd) of crude oil supplied and owned by
Statoil and returned to Statoil an average of 35,000 bpd of refined
petroleum products for a set processing fee. The Processing Agreement's
fee was significantly lower than the available Platt's Gulf Coast Average
20-day delayed crack spread of $4.73 per barrel and $5.02 per barrel for
the three and nine months ended September 30, 2000, respectively. In
periods of high refining margins, the fixed processing fee received under
the Statoil Agreement has a negative effect on the Company's average
refining margin per barrel and conversely, in periods of low refining
margins, the agreement has a positive impact on the Company's average
refining margin per barrel. This Processing Agreement expired on October
14, 2000. The increase in refining gross margin for the nine months ended
September 30, 2000 reflect similar industry-wide increases in average
refining margins due to the demand for refined petroleum products
exceeding the available supply during the period. This increase in
refining margins during the nine months ended September 30, 2000 was
partially offset by the unfavorable results of the third quarter 2000
previously discussed and firm commitment losses and major unit outages
during prior quarters. For the three and nine months ended September 30,
1999, the Company's refining gross margins were $4.54 per barrel and $3.41
per barrel, respectively. These margins were higher than the average 20-
day delayed Gulf Coast 3-2-1 benchmarks of $4.00 per barrel for the three
months ended September 30, 1999 and $2.84 per barrel for the nine months
ended September 30, 1999. For most of the nine months ended September 30,
1999, the Statoil Agreement's processing fee per barrel exceeded the
average 20-day delayed Gulf Coast 3-2-1 benchmark that prevailed during
the period. The Company's use of the LIFO method to value its inventories
had a significant impact on its refining gross margin. The effect of
LIFO, in these periods of rising prices, decreased the Company's refining
gross margin by $1.2 million and $31.0 million for the three and nine
months ended September 30, 2000 and by $29.1 million and $50.6 million for
the three and nine months ended September 30, 1999. The 1999 refinery
operating income reflects the lower of cost or market recovery of $7.1
million previously discussed.
Page 14
Refining operating expenses increased $9.5 million or 9.8% for the three
months ended September 30, 2000 and $6.3 million for the nine months ended
September 30, 2000 when compared to the same periods in 1999. These
increases were primarily due to higher utility and fuel gas expenses,
insurance and legal expenses, and maintenance and personnel costs when
compared to the same periods of 1999.
The aforementioned changes in refining gross margin and increases in
refining operating expenses for the three and nine months ended September
30, 2000 has resulted in a decline in EBITDAAL from refining operations of
$30.2 million to $4.9 million for the three months ended September 30,
2000 and an increase in EBITDAAL of $28.3 million to $75.9 million for the
nine months ended September 30, 2000 when compared to the same periods in
1999.
RETAIL RESULTS OF OPERATIONS
Retail sales and operating revenues increased from $129.1 million for the
three months ended September 30, 1999 to $154.7 million for the same
period ended in 2000. The nine months results reflect similar increases
from the prior year; cumulative revenues were $444.0 million at September
30, 2000 versus $335.6 million at September 30, 1999. The 2000 revenue
increases are due primarily to higher retail prices of refined petroleum
products. Retail petroleum product volumes decreased 13.6 million gallons
for the quarter ended September 30, 2000 from the same period results last
year and decreased 27.0 million gallons for the nine month period. These
decreases were primarily the result of the disposal of 14 non-strategic
locations sold in the fourth quarter of 1999. The retail petroleum
product volumes sold on a same store basis decreased 7.7% for the quarter
and 3.4% for the nine month period, primarily as a result of the Company's
less aggressive gasoline margin pricing which is reflected by the increase
in gasoline margin per gallon, increased high quality independent marketer
competition in the Company's marketing areas, and delayed capital
improvements, particularly deferred installation of credit/debit card
readers at the dispenser pumps. The Company has not been able to attribute
any specific impact in retail gasoline volumes to the orchestrated
corporate campaign sponsored by the union. (See the last paragraph of the
Liquidity and Capital Resources section of this report for a further
discussion of the campaign.) Merchandise sales on a same store basis
remained stable for the three months ended September 30, 2000 compared to
the same period in 1999. Same store merchandise sales for the nine months
ended September 30, 2000, increased 2.2% due primarily to increases in the
selling prices of tobacco products, beer and wine when compared with the
same nine month period in 1999.
The Company's retail gasoline gross margin increased from $0.068 per
gallon for the three months ended September 30, 1999 to $0.123 per gallon
for the same period in 2000. The increase for the nine months ended
September 30, 2000 was $0.019 per gallon. The increase in the retail
gasoline gross margin per gallon in the third quarter 2000 was primarily
the result of the Company's more aggressive gas margin pricing strategy.
Despite the decrease in the number of retail facilities, the gasoline
gross margin dollars increased for the quarter by $5.5 million dollars or
62.5% and increased for the nine months ended September 30, 2000 by $4.4
million or 13.9% compared to the same periods in 1999. The Company's
merchandise gross margin percentage for the three and nine months ended
September 30, 2000 declined slightly when compared to the same periods in
1999 due to increased costs of tobacco products. Total merchandise gross
margin declined $1.1 million and $1.2 million when comparing the three and
nine months ended September 30, 2000 to the same periods in 1999,
respectively. The increased cost of tobacco products and the decrease in
number stores exceeded the benefits of the Company's retail merchandise
margin management program during the three and nine months ended September
30, 2000.
Retail operating expenses decreased 4.2% for the three months ended
September 30, 2000 compared to the same period in 1999 and 7.5% for the
comparative nine month period. This decrease is primarily the result of
direct costs related to the Company's sale of the 14 non-strategic stores,
cost savings related to support personnel reductions as well as overall
reduced advertising and maintenance costs. These decreases were partially
offset by an increase in depreciation and amortization expenses related to
the completion of the Company's retail point-of-sale (POS) system
implementation in December 1999.
Third quarter retail EBITDAAL improved by $5.2 million in 2000 from $3.3
million in 1999 to $8.5 million. The year-to-date retail EBITDAAL
increased $7.8 million from $10.5 million in 1999 to $18.3 million at
September 30, 2000. The increases in EBITDAAL result primarily from the
increased gasoline margins, reductions in cash operating expenses due to
the store closings and overall reductions in retail support personnel.
Page 15
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities (including changes in assets and
liabilities) was $7.9 million for the nine months ended September 30, 2000
compared with net cash inflows of $4.8 million for the nine months ended
September 30, 1999. The current period's negative cash flow was due to
increases in accounts receivable and inventories somewhat offset by
smaller increases in crude oil and other accounts payable. These changes
were primarily due to the increase in selling prices of refined products
and the increase in the costs of crude oil and other purchased feedstocks,
respectively. Despite the prior year net loss, net cash flow from
operating activities for the nine months ended September 30, 1999 was
positive due to the increase in crude oil and refined products payables,
resulting from the impact of increased crude oil prices and the timing of
required payments. Partially offsetting the increase in accounts payable
was an increase in accounts receivable and prepaid expense, and the
release of $12.0 million of restricted cash.
Net cash outflows from investment activities were negligible for the nine
months ended September 30, 2000 compared to a net outflow of $23.1 million
for the same 1999 period. The 2000 investing outflows consisted primarily
of capital expenditures of $11.5 million (which includes $4.0 million for
refinery operations, $6.6 million relating to the marketing area and $0.9
million for corporate and other areas) and deferred turnaround maintenance
expenditures of $4.6 million offset by $15.2 million in proceeds from the
sales of property and equipment. Included in the $15.2 million proceeds
from the sales of property and equipment were net proceeds of $13.8
million received late in the quarter related to a sale-leaseback
transaction involving 15 existing store sites. The 1999 investing
activities consisted of capital expenditures of $18.3 million (which
included $8.3 million for refinery operations, $7.8 million for marketing
operations, and $2.2 million for corporate and other operations).
Additionally in 1999, there were refinery turnaround expenditures of $5.8
million and $2.0 million in capitalized software costs. These cash
outflows were partially offset by proceeds from the sale of property and
equipment of $2.8 million.
Net cash provided by financing activities was $4.2 million for the nine
months ended September 30, 2000 compared to the net cash provided by
financing activities of $13.9 million for the nine months ended September
30, 1999. The 2000 and 1999 cash inflows consist principally of net
proceeds received from borrowings under the Secured Credit Facility.
The ratio of current assets to current liabilities at September 30, 2000
was 1.06 to 1 compared to 0.89 to 1 at September 30, 1999 and .93 to 1 at
December 31, 1999. If FIFO values had been used for all inventories,
assuming an incremental effective income tax rate of 38.5%, the ratio of
current assets to current liabilities would have been 1.39 to 1 at
September 30, 2000, 1.12 to 1 at September 30, 1999 and 1.20 to 1 at
December 31, 1999.
Like other petroleum refiners and marketers, the Company's operations are
subject to extensive and rapidly changing federal and state environmental
regulations governing air emissions, wastewater discharges, and solid and
hazardous waste management activities. The Company's policy is to accrue
environmental and clean-up related costs of a non-capital nature when it
is both probable that a liability has been incurred and that the amount
can be reasonably estimated. While it is often extremely difficult to
reasonably quantify future environmental related expenditures, the Company
anticipates that significant capital investments will continue to be
required over the next year to comply with existing regulations. The
Company believes, but there can be no assurance, that cash provided from
its operating activities, together with other available sources of
liquidity will be sufficient to fund these costs. The Company had recorded
a liability of $6.9 million as of September 30, 2000 to cover the
estimated costs of compliance with environmental regulations that are not
anticipated to be of a capital nature. The $6.9 million liability
includes accruals for issues extending beyond the year 2000.
Environmental liabilities are subject to considerable uncertainties that
affect the Company's ability to estimate the ultimate cost of its
remediation efforts. These uncertainties include the exact nature and
extent of the contamination at each site, the extent of required clean-up
efforts, varying costs of alternative remediation strategies, changes in
environmental remediation requirements, the number and financial strength
of other potentially responsible parties at multi-party sites and the
identification of new environmental sites. As a result, charges to income
for environmental liabilities could have a material effect on results of
operations in a particular quarter or year as assessments and remediation
efforts proceed or as new claims arise. However, management is not aware
of any environmental matters that would be reasonably expected to have a
material adverse effect on the Company.
During 2000, the Company estimates environmental expenditures at the
Pasadena and Tyler refineries, of at least $2.5 million and $0.5 million,
respectively. Of these amounts, it is anticipated that $0.8 million for
Pasadena and $0.1 million for Tyler will be of a capital nature, while
$1.7 million and $0.4 million, respectively, has been budgeted for non-
capital remediation efforts. At the Company's marketing facilities,
environmental expenditures relating to previously accrued non-capital
compliance efforts are planned for 2000 totaling approximately $3.3
million.
Page 16
The Company's principal purchases (crude oil and convenience store
merchandise) are transacted under open lines of credit with its major
suppliers, through credit enhancements pursuant to the Secured Credit
Facility, or through financial performance guarantees provided by
Rosemore, Inc. (Rosemore), a related party to the Company. The Company
maintains its Secured Credit Facility to enhance its available credit
capability, finance its working capital requirements and supplement
internally generated sources of cash for corporate requirements.
During March 1999, the Company amended the Loan and Security Agreement
(Secured Credit Facility), to provide for up to $125 million in cash
borrowings and letters of credit. The Secured Credit Facility, which
expires in December 2001, is secured by certain current assets of the
Company, and may be used for general corporate and working capital
requirements. It includes limitations on additional indebtedness and cash
dividends and requires compliance with financial covenants regarding
minimum levels of working capital and net worth. Borrowings under the
Secured Credit Facility bear interest based on the prime rate or LIBOR
based rates. Additionally, the Company pays a fee for unused commitments.
Up to $75 million of the Secured Credit Facility is subject to
availability of eligible collateral. The remaining $50 million of
availability, which is provided by Rosemore, a related party to the
Company, is not subject to the limitation of eligible collateral. As of
September 30, 2000, eligible collateral, as related to the first $75
million of availability under the Secured Credit Facility, was
approximately $148.6 million after the application of reserves and advance
rates. As of September 30, 2000, the Company had $52.3 million in letters
of credit and $4.7 million in cash borrowings outstanding pursuant to the
Secured Credit Facility. As of October 31, 2000, there were $46.8 million
of letters of credit and $14.1 million of cash borrowings outstanding
pursuant to the Secured Credit Facility.
The Company has utilized additional financial support from Rosemore that
is not committed and is subject to Rosemore's discretion. As of September
30, 2000, the Company had $33.4 million in outstanding performance
guarantees from Rosemore relative to the Company's purchase of crude oil,
feedstocks and other petroleum products. As of October 31, 2000, there
were $17.8 million of outstanding performance guarantees provided by
Rosemore. The Company pays Rosemore a fee for these outstanding
performance guarantees.
Since February 1, 2000, at the Company's option, the 10 7/8% Senior Notes
(Notes) may be redeemed at 105.42% of the principal amount and at an
annually declining premium over the principal amount until February 1,
2003, when no premium is required. The Notes were issued under an
Indenture, as amended (Indenture), which includes certain restrictions and
limitations affecting the payment of dividends, repurchase of capital
stock and incurrence of additional debt. The Notes have no sinking fund
requirements.
The Purchase Money Liens (Liens) outstanding as of September 30, 2000
represent loans to finance land, buildings and equipment for several
service station and convenience store locations. These borrowings are
repayable over 60 to 72 months at a fixed interest rate. The Liens are
secured by assets having a net book value of $6.8 million. The remaining
principal balance is payable monthly through May 2004.
The Company's management is involved in a continual process of evaluating
growth opportunities in its business segments as well as its capital
resource alternatives. Total capital expenditures and deferred turnaround
costs in 2000 are projected to approximate $29.0 million. The capital
expenditures relate primarily to planned improvements at the Company's
refineries, retail unit improvements and to company-wide environmental
requirements. The Company believes, but there can be no assurance, that
cash provided from its operating activities, together with other available
sources of liquidity, including Rosemore and the Secured Credit Facility,
or a successor agreement, will be sufficient in 2000 to make required
payments of principal and interest on its debt, permit anticipated capital
expenditures and fund the Company's working capital requirements. The
conclusion of the Statoil Processing Agreement significantly increases the
Company's credit and working capital requirements to operate the Pasadena
refinery at maximum capacity. As the Company has previously reported,
assuming $32 per barrel crude oil prices, the Company's required working
capital investment to replace the processing agreement barrels is
approximately $27 million. To manage within the terms of its various
credit facilities, it is probable that the production level at Pasadena in
the fourth quarter will average less than 98 thousand barrels per day, the
average for the first nine months of 2000. The Secured Credit Facility
expires on December 10, 2001 but may be extended for additional one-year
periods upon agreement between the Company and the agent of the facility.
Any major acquisition or other substantial expenditure would likely
require a combination of additional debt and equity. On September 29,
2000, the Company completed a sale/leaseback transaction involving 15 of
its retail properties and realized net proceeds of $13.8 million and a
deferred gain of $5.4 million; the deferred gain will be amortized over
the 20-year term of the lease.
The Company places its temporary cash investments in high credit quality
financial instruments, which comply with the requirements contained in the
Company's financing agreements. These securities mature within 90 days
and, therefore, bear minimal interest rate risk. The Company has not
experienced any losses on these investments.
Page 17
The Company faces intense competition in all of the business areas in
which it operates. Many of the Company's competitors are substantially
larger and, therefore, the Company's earnings can be affected by the
marketing and pricing policies of its competitors, as well as changes in
raw material costs.
Merchandise sales and operating revenues from the Company's convenience
stores are seasonal in nature, generally producing higher sales and
earnings in the summer months than at other times of the year. Gasoline
sales, at both the Company's multi-pump stations and convenience stores,
are also somewhat seasonal in nature and, therefore, related revenues may
vary during the year. This seasonality does not, however, negatively
affect the Company's overall ability to sell its refined products.
The Company maintains business interruption insurance to protect itself
against losses resulting from shutdowns of refinery operations from fire,
explosions and certain other insured casualties. Business interruption
coverage begins for such losses in excess of $2 million.
The Company has disclosed in Item 3. Legal Proceedings on page 6 and in
Note I of the Notes to Consolidated Financial Statements on page 35 of the
Annual Report on Form 10-K, as amended, for the year ended December 31,
1999, and in Part II, Item 1. Legal Proceedings and in Note G of the Notes
to Consolidated Financial Statements of the Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31 and June 30, 2000, various
contingencies which involve litigation and environmental liabilities.
Depending on the occurrence, amount and timing of an unfavorable
resolution of these contingencies, the outcome of which cannot reasonably
be determined at this time, it is possible that the Company's future
results of operations and cash flows could be materially affected in a
particular quarter or year. However, after consultation with counsel, in
the opinion of management, the ultimate resolution of any of these
contingencies is not expected to have a material adverse effect on the
Company. Additionally, as discussed in Item 3. Legal Proceedings on page
6 of the Annual Report on Form 10-K, as amended, for the year ended
December 31, 1999, the Company's collective bargaining agreement at its
Pasadena refinery expired on February 1, 1996. Following a number of
incidents apparently intended to disrupt normal operations and as a result
of its unsatisfactory status of the negotiations, on February 5, 1996, the
Company invoked a lockout of employees in the collective bargaining unit
at the Pasadena facility. Since that time, the Paper, Allied-Industrial,
Chemical and Energy Workers International Union ("PACE"), the union to
which the collective bargaining unit belongs has waged an orchestrated
corporate campaign including sponsoring a boycott of the Company's retail
facilities and supporting various lawsuits against the Company. The
Company has been operating the Pasadena refinery since the lockout and
intends to continue to do so during the negotiation period with the
collective bargaining unit. On October 11, 2000, the Company and PACE
announced that they had reached a tentative collective bargaining
agreement. PACE agreed that if the contract were ratified by the local
bargaining unit; PACE would end its "Corporate Campaign," including all
boycott activities and resolve all litigation with the Company; and the
Company agreed that upon ratification, the Company would end the four-and-
one-half year lockout at its Pasadena, Texas refinery. On October 18,
2000, the Company was advised that PACE Local 4-227 had rejected the
tentative agreement. Although the impact of the corporate campaign on the
Company is difficult to measure, management does not believe that the
corporate campaign has had a material adverse impact on the Company's
operations. However, it is possible that the corporate campaign could
have a material adverse impact on the Company's future results of
operations.
EFFECTS OF INFLATION AND CHANGING PRICES
The Company's financial statements were prepared using the historical cost
method of accounting and, as a result, do not reflect changes in the
purchasing power of the dollar. In the capital intensive industry in
which the Company operates, the replacement costs for its properties would
generally far exceed their historical costs. As a result, depreciation
would be greater if it were based on current replacement costs. However,
since the replacement facilities would reflect technological improvements
and changes in business strategies, such facilities would be expected to
be more productive and versatile than existing facilities, thereby
increasing profits, mitigating increased depreciation, and operating
costs.
In recent years, crude oil and refined petroleum product prices have been
volatile which has impacted working capital requirements. If the prices
increase in the future, the Company would expect a related increase in
working capital needs and financial performance capability.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's operating results have been, and will continue to be,
affected by a wide variety of factors that could have an adverse effect on
profitability during any particular period, many of which are beyond the
Company's control. Among these are the supply and demand for crude oil
and refined products, which is largely driven by the condition of local
and worldwide
Page 18
economies and politics, although seasonality and weather patterns can also
play a significant part. Governmental regulations and policies,
particularly in the areas of energy and the environment, also have a
significant impact on the Company's activities. Operating results can be
affected by these industry factors, by competition in the particular
geographic markets that the Company serves and by Company-specific
factors, such as the success of particular marketing programs and refinery
operations and the availability of sufficient working capital.
In addition, the Company's profitability depends largely on the difference
between market prices for refined petroleum products and crude oil prices.
This margin is continually changing and may fluctuate significantly from
time to time. Crude oil and refined products are commodities whose price
levels are determined by market forces beyond the control of the Company.
Additionally, due to the seasonality of refined products and refinery
maintenance schedules, results of operations for any particular quarter of
a fiscal year are not necessarily indicative of results for the full year.
In general, prices for refined products are significantly influenced by
the price of crude oil. Although an increase or decrease in the price for
crude oil generally results in a corresponding increase or decrease in
prices for refined products, often there is a time lag in the realization
of the corresponding increase or decrease in prices for refined products.
The effect of changes in crude oil prices on operating results therefore
depends in part on how quickly refined product prices adjust to reflect
these changes. A substantial or prolonged increase in crude oil prices
without a corresponding increase in refined product prices, a substantial
or prolonged decrease in refined product prices without a corresponding
decrease in crude oil prices, or a substantial or prolonged decrease in
demand for refined products could have a significant negative effect on
the Company's earnings and cash flows.
The profitability and liquidity of the Company is dependent on refining
and selling quantities of refined products at margins sufficient to cover
operating costs, including any future inflationary pressures. The
refining business is characterized by high fixed costs resulting from the
significant capital outlays associated with refineries, terminals and
related facilities. Furthermore, future regulatory requirements or
competitive pressures could result in additional capital expenditures,
which may or may not produce desired results. Such capital expenditures
may require significant financial resources that may be contingent on the
Company's continued access to capital markets and commercial bank
financing on favorable terms including acceptable financial covenants.
Purchases of crude oil supply are typically made pursuant to relatively
short-term, renewable contracts with numerous foreign and domestic major
and independent oil producers, generally containing market-responsive
pricing provisions. Futures, forwards and exchange-traded options are
used to minimize the exposure of the Company's refining margins to crude
oil and refined product fluctuations. The Company also selectively uses
the futures market to help manage the price risk inherent in purchasing
crude oil in advance of the delivery date, and in maintaining the
inventories contained within its refinery and pipeline system. Hedging
strategies used to minimize this exposure include fixing a future margin
between crude oil and certain finished products and also hedging fixed
price purchase and sales commitments of crude oil and refined products.
While the Company's hedging activities are intended to reduce volatility
while providing an acceptable profit margin on a portion of production,
the use of such a program can effect the Company's ability to participate
in an improvement in related product profit margins. Although the
Company's net sales and operating revenues fluctuate significantly with
movements in industry crude oil prices, such prices do not have a direct
relationship to net earnings, which are subject to the impact of the
Company's LIFO method of accounting. The effect of changes in crude oil
prices on the Company's operating results is determined more by the rate
at which the prices of refined products adjust to reflect such changes.
The following table presents the current market value of the Company's
outstanding derivative commodity instruments held at September 30, 2000
based on crude oil and refined products market prices at that date and the
estimated impact on future earnings before taxes based on the sensitivity
of those instruments to a 10% increase or decrease in market prices.
Anticipated Gain (Loss)
---------------------------------
Current Value at 10% Increase in 10% Decrease in
September 30, 2000 Market Prices Market Prices
------------------ ---------------- ---------------
(in thousands)
Commodity futures $ 5,411 $ (5,912) $ 5,912
Commodity forwards (5,749) 6,887 (6,887)
----------- ----------- -----------
Total $ (338) $ 975 $ (975)
=========== =========== ===========
Cash borrowings under the Secured Credit Facility bear interest based on
the prime rate or LIBOR based rates. Changes in these rates could
significantly impact the level of earnings in future periods.
Rosemore entered into an Agreement and Plan of Merger dated April 7, 2000
(the "Merger Agreement"), with the Company. The Merger Agreement proposed
that the Company be merged into Rosemore Acquisition
Page 19
Corporation. Under the Merger Agreement, the stockholders of the Company,
other than Rosemore, would have received $9.50 per share in exchange for
their Company stock if the Merger had been approved by the Company's
stockholders. The Merger Agreement was submitted to the Company's
stockholders for approval at a special meeting of stockholders on August
24, 2000. The Merger Agreement did not receive the requisite two-thirds
approval from the Company stockholders and following the meeting the
Merger Agreement was terminated by the Company and Rosemore.
Apex Oil Company, Inc., a Missouri corporation that owns approximately
14.7% of Crown's Class A common stock and 3.5% of Crown's Class B common
stock, has previously announced that it has proposed to buy all of Crown's
outstanding stock at a price of $10.50 per share in cash in a tender offer.
The Company has therefore requested Apex to present its definitive proposal
to acquire all of Crown's stock for $10.50 per share in a fully financed,
all-cash unconditional tender offer and to be able to commence that tender
offer by September 29, 2000. The Company has twice extended the due date
for Apex to submit its all cash proposal which now expires on November 30,
2000.
If the Company has not received a fully financed, all-cash unconditional
tender offer for all shares by November 30, 2000, which is capable of
being completed, the Company will additionally focus on other strategic
alternatives to deliver value to all stockholders. These efforts may
include but not be limited to a strategic redirection or sale of assets,
and the continuation of overhead and cost structure reduction initiatives.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk disclosures relating to outstanding derivative
commodity instruments are discussed in Item 2 - Management's Discussion
and Analysis of Financial Condition and Results of Operations (MD&A) on
page 18 of this report. The Company's market risk disclosures relating to
outstanding cash borrowings under the Secured Credit Facility are also
discussed in MD&A on page 18 of this report.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
As previously disclosed, on January 13, 2000, the Company received a
Notice of Enforcement (NOE) from the Texas Natural Resource Conservation
Commission (TNRCC) regarding alleged state and federal air quality
violations. In a letter dated May 3, 2000 the TNRCC informed the Company
that the agency is proposing to enter an administrative order against the
Company that would assess civil penalties of $1.3 million primarily for
alleged violations of the federal New Source Performance Standards for
hydrogen sulfide and sulfur dioxide and additional violations of other air
regulations at the Pasadena refinery, as reflected in three notices of
violation or enforcement dated February 3, 1999, January 13, 2000 and
April 3, 2000. The time period covered is April 1, 1998 through December
31, 1999. Following negotiations with the Company, the TNRCC agreed to
reduce the proposed civil penalty to $0.9 million. The Company believes
that it has valid legal defenses for the majority of the alleged
violations and that even as revised the proposed penalty is excessive.
Accordingly, the Company is continuing to negotiate with the Agency in an
effort to obtain an appropriate settlement. In any case, the ultimate
outcome of the enforcement action, in the opinion of management, is not
expected to have a material adverse effect on the Company. Furthermore,
the Company does not believe the alleged violations in the proposed
administrative order change the Company's position with respect to the
defense of charges that may be filed by the United States Department of
Justice (DOJ) for alleged sulfur violations that have been subject to
prior TNRCC action or the proposed administrative order.
On May 18, 2000, the DOJ proposed in writing to settle a number of alleged
violations of environmental regulations (other than alleged sulfur
violations) against the Company for $0.9 million. The Company believes
that it either has valid defenses to a majority of the other alleged
violations or that the alleged violations are DE MINIMIS in nature and, in
any case, that the ultimate outcome of the enforcement action, in the
opinion of management, is not expected to have a material adverse effect
on the Company.
On October 11, 2000, the Company and the Paper, Allied-Industrial,
Chemical and Energy Workers International Union ("PACE") announced that
they had reached a tentative collective bargaining agreement. PACE agreed
that if the contract were ratified by the local bargaining unit; PACE
would end its "Corporate Campaign," including all boycott activities and
resolve all litigation with the Company; and the Company agreed that upon
ratification, the Company would end the four-and-one-half year
lockout at its Pasadena, Texas refinery. On October 18, 2000, the Company
was advised that PACE Local 4-227 had rejected the tentative agreement.
Page 20
There have been no other material changes in the status of legal
proceedings as reported in Item 3 of the Company's Annual Report on Form
10-K, as amended, for the year ended December 31, 1999 and in Part II,
Item 1 of the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31 and June 30, 2000. The Company is involved in
various matters of litigation, the ultimate outcome of which, in the
opinion of management, is not expected to have a material adverse effect
on the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 24, 2000, the Company held a special meeting of Stockholders to
vote on the proposed merger of Rosemore Acquisition Corporation (a wholly
owned subsidiary of Rosemore) with and into the Company and approve the
related Agreement and Plan of Merger dated April 7, 2000 ("Merger
Agreement"). Under the Merger Agreement, the stockholders of the Company,
other than Rosemore, would have received $9.50 per share in exchange for
their Company stock. The Merger Agreement did not receive the requisite
two-thirds votes necessary to approve the proposed merger from the
Company's stockholders and following the meeting, the Merger Agreement was
terminated by the Company and Rosemore. The result of the Stockholders
vote on this proposal was as follows: 2,849,713 for the proposed merger,
1,884,796 against and 14,295 abstentions.
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3 (ii) - Bylaws of Crown Central Petroleum Corporation, as
amended and restated on October 26, 2000
10 - Fifth Amendment to the Loan and Security Agreement, as
amended and restated September 19, 2000
19 (a) - Amendment No. 5 to the Company Going Private Statement
on Form 13E3 dated August 9, 2000, herein incorporated
by reference
19 (b) - Definitive Additional Materials dated August 9, 2000,
which includes a letter from the Independent Committee,
herein incorporated by reference
19 (c) - Proxy Solicitation Materials dated August 10, 2000
filed by Golnoy Barge and Apex Oil, herein incorporated
by reference
19 (d) - Definitive Proxy Statement dated August 14, 2000
relating to Golnoy Barge and Apex Oil's proxy
solicitation, herein incorporated by reference
19 (e) - Proxy Solicitation Materials dated August 15, 2000
filed by Golnoy Barge and Apex Oil, herein incorporated
by reference
19 (f) - Definitive Additional Materials dated August 17, 2000,
which includes a letter from the Golnoy Barge and Apex
Oil, herein incorporated by reference
19 (g) - Definitive Additional Materials dated August 18, 2000,
which includes an announcement by Apex Oil, herein
incorporated by reference
27 - Financial Data Schedule for the nine months ended
September 30, 2000
99 - Press Release relating to interim operating results for
the three and nine months ended September 30, 2000
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(b) Reports on Form 8-K:
Reports filed on Form 8-K with the Securities and Exchange Commission
from July 1, 2000 to November 13, 2000 are as follows:
Form 8-K dated August 24, 2000
Item 5. Other Events - Crown's announcement of the termination of
Rosemore's Merger Agreement and its pursuit of Apex's offer
Item 7. Financial Statements and Exhibits - Exhibit No. 99 Press
Release relating to the vote on Rosemore's amended proposal and
the Company's pursuit of the Apex offer.
Form 8-K dated September 28, 2000
Item 5. Other Events - Crown granted Apex's request for an extension
of time for Apex to present a definitive acquisition proposal
Item 7. Financial Statements and Exhibits - Exhibit No. 99 Press
Release relating to the Company's extension of time for Apex to
present a definitive acquisition proposal.
Form 8-K dated October 11, 2000
Item 5. Other Events - Crown and the Paper, Allied-Industrial,
Chemical and Energy Workers International Union (PACE) released a
joint statement announcing that they had reached a tentative
collective bargaining agreement subject to ratification by the
local bargaining unit
Item 7. Financial Statements and Exhibits - Exhibit No. 99 Press
release regarding tentative collective bargaining agreement.
Form 8-K dated November 1, 2000
Item 5. Other Events - Crown granted Apex's request for an extension
of time for Apex to present a definitive acquisition proposal
Item 7. Financial Statements and Exhibits - Exhibit No. 99 Press
Release relating to the Company's extension of time for Apex to
present a definitive acquisition proposal.
Page 23
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 September 30, 2000 to be signed on its behalf by the undersigned
thereunto duly authorized.
CROWN CENTRAL PETROLEUM CORPORATION
/s/--Jan L. Ries
Jan L. Ries
Controller
Chief Accounting Officer
and Duly Authorized Officer
Date: November 13, 2000
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