UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 June 30, 1997
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, 21201
Baltimore, Maryland
(Address of principal executive (Zip Code)
offices)
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 July 31, 1997 of the Registrant's $5 par
value Class A and Class B Common Stock was 4,817,394 shares and 5,179,626
shares, respectively.
1
CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
Table of Contents
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Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
June 30, 1997 and December 31, 1996 3-4
Consolidated Condensed Statements of
Operations
Three and six months ended June 30, 1997 and 5
1996
Consolidated Condensed Statements of Cash
Flows
Six months ended June 30, 1997 and 1996 6
Notes to Unaudited Condensed Financial 7-10
Statements
Item 2 - Management's Discussion and Analysis of
Financial
Condition and Results of Operations 11-16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 16-17
Item 6 - Exhibits and Reports on Form 8-K 18
Exhibit 11 - Statement re:
Computation of Earnings Per Share
Exhibit 20 - Interim Report to
Stockholders for the three and six months
ended June 30, 1997
Exhibit 27 - Financial Data
Schedule
SIGNATURE 18
2
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
June 30 December
31
1997 1996
Assets (Unaudite
d)
Current Assets
Cash and cash equivalents $37,126 $36,031
Accounts receivable - net 93,423 113,447
Recoverable income taxes 5,168 4,820
Inventories 94,714 66,004
Other current assets 2,459 13,207
Total Current Assets 232,890 233,509
Investments and Deferred Charges 39,994 33,807
Property, Plant and Equipment 621,754 640,238
Less allowance for depreciation 330,093 342,321
Net Property, Plant and Equipment 291,661 297,917
$ 56 $ 56
4,545 5,233
<FN>
See notes to unaudited consolidated condensed financial statements
3
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
June 30 December
31
1997 1996
Liabilities and Stockholders' Equity (Unaudite
d)
Current Liabilities
Accounts payable:
Crude oil and refined products $93,304 $112,532
Other 14,773 17,130
Accrued liabilities 56,486 49,594
Current portion of long-term debt 1,393 1,379
Total Current Liabilities 165,956 180,635
Long-Term Debt 126,518 127,196
Deferred Income Taxes 38,739 30,535
Other Deferred Liabilities 37,315 39,492
Common Stockholders' Equity
Common stock, Class A - par value $5 per
share:
Authorized shares -- 7,500,000; issued
and
outstanding shares -- 4,817,394 in 24,087 24,087
1997 and 1996
Common stock, Class B - par value $5 per
share:
Authorized shares -- 7,500,000; issued
and
outstanding shares -- 5,177,786 in
1997 and
5,165,786 in 1996 25,889 25,829
Additional paid-in capital 92,691 91,817
Unearned restricted stock (3,874 ) (2,951)
Retained earnings 57,224 48,593
Total Common Stockholders' Equity 196,017 187,375
$ 564 $ 56
,545 5,233
<FN>
See notes to unaudited consolidated condensed financial statements.
4
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1997 1996 1997 1996
Revenues
Sales and operating $391,450 $431,208 $785,963 $
revenues 802,299
Operating Costs and
Expenses
Costs and operating 343,965 395,229 705,673 7
expenses 50,367
Selling and 23,929 23,355 45,190 4
administrative 6,623
expenses
Depreciation and 7,548 8,052 15,323 1
amortization 6,029
Sales of property, 403 (45 ) (153 ) (
plant and equipment 23 )
375,845 426,591 766,033 8
12,996
Operating Income 15,605 4,617 19,930 (
(Loss) 10,697)
Interest and other 802 398 1,401 1
income ,264
Interest expense (3,516 )(3,632 )(7,017 ) (
7,194)
Income (Loss) Before 12,891 1,383 14,314 (
Income Taxes 16,627)
Income Tax Expense 4,984 (1,629 ) 5,683 (
(Benefit) 6,629)
Net Income (Loss) $ 7,907 $ $8,631 $
3,012 (9,998)
Net Income (Loss) $ .82 $ .31 $ .89 $
Per Share (1.03)
<FN>
See notes to unaudited consolidated condensed financial statements.
5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
(Unaudited)
Six Months Ended
June 30
1997 1996
Net Cash Flows From Operating
Activities
Net cash from operations before
changes in assets and liabilities $26,991 $ 2,200
Net changes in assets and (9,627) (9,550 )
liabilities
Net Cash Provided by (Used in) 17,364 (7,350 )
Operating Activities
Cash Flows From Investment Activities
Capital expenditures (12,170 )(14,704 )
Proceeds from sales of property,
plant
and equipment 3,824 254
Other investments 136
Capitalization of software costs (1,940) (3,876 )
and related business processes
Deferred turnaround maintenance (5,485) (3,533 )
Other charges to deferred assets (559) 683
Net Cash (Used in) Investment (16,194 )(21,176 )
Activities
Cash Flows From Financing Activities
Proceeds from debt and credit 26,000 30,000
agreement borrowings
(Repayments) of debt and credit (26,681 )(10,857 )
agreement borrowings
Net cash flows from long-term notes 592 (540 )
receivable
Issuance of common stock 14 394
Net Cash (Used in) Provided by (75) 18,997
Financing Activities
Net Increase (Decrease) in Cash and $1,095 $(9,529 )
Cash Equivalents
<FN>
See notes to unaudited consolidated condensed financial statements.
6
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Crown Central Petroleum Corporation and Subsidiaries
June 30, 1997
Note A - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles 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 six months ended June 30, 1997 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997. 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 for the year ended December 31, 1996.
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.
Cash and Cash Equivalents - Cash in excess of daily requirements is invested in
marketable securities with maturities of three months or less. Such investments
are deemed to be cash equivalents for purposes of the statements of cash flows.
Inventories - The Company's crude oil, refined products, and convenience store
merchandise and gasoline 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. At June 30, 1997, approximately
1.4 million barrels of crude oil and refined products inventory were held in
excess of anticipated year-end quantities which are valued at the lower of cost
(first-in, first-out) or market.
Environmental Costs: The Company conducts environmental assessments and
remediation efforts at multiple locations, including operating facilities, and
previously owned or operated facilities. Estimated closure and post-closure
costs for active refinery and finished product terminal facilities are not
recognized until a decision for closure is made. Estimated closure and post-
closure costs for active and operating retail marketing facilities and costs of
environmental matters related to ongoing refinery, terminal and retail marketing
operations are recognized as follows. Expenditures for equipment necessary for
environmental issues relating to ongoing operations are capitalized. The
Company accrues environmental and clean-up related costs of a non-capital nature
when it is both probable that a liability has been incurred and the amount can
be reasonably estimated. Accruals for losses from environmental remediation
obligations generally are recognized no later than completion of the remediation
feasibility study. Estimated costs, which are based upon experience and
assessments, are recorded at undiscounted amounts without considering the impact
of inflation, and are adjusted periodically as additional or new information is
available.
7
In October 1996, the American Institute of Certified Public Accountants issued
Statement of Position 96-1 (SOP 96-1) "Environmental Remediation Liabilities"
which provides further authoritative guidance with respect to the recognition,
measurement, display and disclosure of environmental remediation liabilities
effective for fiscal years beginning after December 15, 1996. The Company will
adopt SOP 96-1 in the fourth quarter of 1997. Due to the significant number of
operating facilities the Company maintains and the extensive number of estimates
that must be made to assess the impact of SOP 96-1, the financial statement
impact of adoption has not yet been determined.
Derivative Financial Instruments - Futures, forwards and exchange traded options
are used to minimize the exposure of the Company's refining margins to crude oil
and refined product price fluctuations. The Company also uses the futures
market to 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. Futures, forwards and exchange traded options entered into
with commodities brokers and other integrated oil and gas companies are utilized
to execute the Company's strategies. These instruments generally allow for
settlement at the end of their term in either cash or product.
Net realized gains and losses from these hedging strategies are recognized in
costs and operating expenses when the associated refined products are sold.
Unrealized gains and losses represent the difference between the market price of
refined products and the price of the derivative financial instrument, inclusive
of refining costs. Individual transaction unrealized gains and losses are
deferred in other current assets and liabilities to the extent that the
associated refined products have not been sold. 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 refined
product profit margins.
Credit Risk - The Company is potentially subjected to concentrations of credit
risk with accounts receivable and futures, forwards and exchange traded options
for crude oil and finished products. Because the Company has a large and
diverse customer base with no single customer accounting for a significant
percentage of accounts receivable, there was no material concentration of credit
risk in these accounts at June 30, 1997. The Company evaluates the credit
worthiness of the counterparties to futures, forwards and exchange traded
options and considers non-performance credit risk to be remote. The amount of
exposure with such counterparties is generally limited to unrealized gains on
outstanding contracts.
Stock Based Compensation - The Company has adopted the disclosure provisions
prescribed by Statement of Financial Accounting Standards No. 123 "Accounting
for Stock-Based Compensation," which permit companies to continue to value their
stock-based compensation using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25 while providing proforma disclosures
of net income and earnings per share calculated using the fair value based
method.
Statements of Cash Flows - Net changes in assets and liabilities presented in
the Unaudited Consolidated Condensed Statements of Cash Flows is composed of the
following:
Six Months Ended
June 30
1997 1996
(thousands of
dollars)
Decrease (increase) in accounts receivable $20,024 $(11,387 )
(Increase) decrease in inventories (28,710 ) 17,404
Decrease (increase) in prepaid operating 10,748 (3,508)
expenses and other current assets
(Decrease) increase in crude oil and (19,228 ) 10,441
refined products payable
(Decrease) in other accounts payable (2,357 ) (7,828)
Increase (decrease) in accrued liabilities 7,348 (16,359)
and other deferred liabilities
Decrease in recoverable and deferred income 2,548 1,687
taxes
$(9,627 )$(9,550)
8
Reclassifications - To conform to the 1997 presentation, the Consolidated
Condensed Statement of Cash Flows for the six months ended June 30, 1996 has
been restated to disclose as a separate line item those costs related to
capitalization of software and related business processes which had been
previously included in Other charges to deferred assets. This reclassification
had no effect on net cash used in investment activities as originally reported.
Note B - Inventories
Inventories consist of the following:
June 30 December
31
1997 1996
(thousands of
dollars)
Crude oil $36,188 $22,150
Refined products 82,289 84,516
Total inventories at FIFO (approximates 118,477 106,666
current cost)
LIFO allowance (36,305 )(52,988 )
Total crude oil and refined products 82,172 53,678
Merchandise inventory at FIFO 6,171 6,001
(approximates current cost)
LIFO allowance (1,861 ) (
1,861)
Total merchandise 4,310 4,140
Materials and supplies inventory at FIFO 8,232 8,186
Total Inventory $94,714 $66,004
Note C - Long-term Debt and Credit Arrangements
Long-term debt consists of the following:
June 30 December
31
1997 1996
(thousands of
dollars)
Unsecured 10.875% Senior Notes $124,724 $124,748
Purchase Money Lien 2,760 3,330
Other obligations 427 497
127,911 128,575
Less current portion 1,393 1,379
Long-Term Debt $126,518 $127,196
As of June 30, 1997, under the terms of the Credit Agreement dated as of
September 25, 1995, as amended (Credit Agreement), the Company had no
outstanding cash borrowings and outstanding irrevocable standby letters of
credit in the principal amount of $21.9 million. Unused commitments under the
terms of the Credit Agreement totaling $108.1 million were available for future
cash borrowings and issuance of letters of credit at June 30, 1997. As of June
30, 1997, the Company was in compliance with all covenants and provisions of the
Credit Agreement, as amended, and forecasts that, but there can be no assurance
that, it will remain in compliance for the remainder of the year.
9
Effective as of August 1, 1997, the Company entered into the First Restated
Credit Agreement (Restated Credit Agreement) with NationsBank of Texas, N.A., as
administrative agent and letter of credit agent, and BankBoston, N.A. as
documentation agent and six other participant banks. The Restated Credit
Agreement is essentially a renewal of the Credit Agreement dated as of September
25, 1995, as amended. Under the Restated Credit Agreement, the banks have
committed a maximum of $110 million to the Company for cash borrowings and
letters of credit. The Agreement allows for interest on outstanding borrowings
to be computed under one of two methods based on the Base Rate or the London
Interbank Offered Rate (all as defined). The Restated Credit Agreement limits
indebtedness (as defined) and cash dividends and requires the maintenance of
various covenants including, but not limited to, minimum consolidated FIFO
tangible net worth, minimum working capital, minimum FIFO net income or (loss)
and a cumulative adjusted liquidity capacity test (all as defined). The Company
intends to use the Restated Credit Agreement for general corporate and working
capital purposes.
The $125 million unsecured 10.875% Senior Notes (Notes), which were issued in
January 1995 under an Indenture are used principally to finance the permanent
capital requirements of the Company. As of June 30, 1997, the Company was in
compliance with the terms of the Indenture. The Indenture includes certain
restrictions and limitations customary with senior indebtedness of this type,
including, but not limited to the amount of additional indebtedness the Company
may incur outside of the Credit Agreement or a successor agreement, the payment
of dividends and the repurchase of capital stock . The Company has not paid a
dividend on its shares of common stock since the first quarter, 1992.
Note D - Crude Oil and Refined Product Hedging Activities
The net deferred gain from crude oil and refined product hedging strategies was
$.9 million at June 30, 1997. Included in these hedging strategies are
contracts maturing from August 1997 to December 1997. The Company is using
these contracts to defer the pricing of approximately 4% of its crude oil
commitments and to fix the margin on approximately 5% of its refined products,
for the aforementioned period.
Note E - Calculation of Net Income (Loss) Per Common Share
Net income per common share for the three months ended June 30, 1997 and 1996 is
based on the weighted average of common shares outstanding of 9,733,813 and
9,663,795, respectively. Net income (loss) per common share for the six months
ended June 30, 1997 and 1996 is based on the weighted average of common shares
outstanding of 9,733,647 and 9,711,040, respectively.
Note F - Litigation and Contingencies
As discussed in Management's Discussion and Analysis of Financial Condition and
Results of Operations, the Company had recorded a liability of approximately
$12.5 million as of June 30, 1997 to cover the estimated costs of compliance
with environmental regulations which are not anticipated to be of capital
nature.
Except as noted above and in Part II, Item I, Legal Proceedings, of this
Quarterly Report on Form 10-Q, there have been no material changes in the status
of litigation and contingencies as discussed in Note I of Notes to Consolidated
Financial Statements in the Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
10
Item 2 -Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The Company's Sales and operating revenues decreased $39.8 million or 9.2% in
the second quarter of 1997 from the comparable period in 1996. The decrease in
Sales and operating revenues was primarily attributable to a 5% decrease in
petroleum product sales volumes and to a 7.1% decrease in the average sales
price per gallon of petroleum products. Additionally, there was a slight
decrease in merchandise sales of 1.3% for the three months ended June 30, 1997
compared to the same 1996 period. The year to date decrease was a result of a
7.7% decrease in petroleum product sales volumes which was partially offset by a
3.6% increase in the average sales price per gallon of petroleum products. The
decreases in sales volumes of petroleum products for the three and six months
ended June 30, 1997 as compared to the same 1996 periods is due principally to
the processing agreement with Statoil North America, Inc. which effectively
reduced the Company's refined product available for sale.
Retail gasoline gross margin per gallon (gasoline gross profit as a percentage
of gallons sold) decreased from $.16 to $.11 for the second quarter of 1996 and
1997, respectively. This decrease is due to a $.09 reduction in the average
selling price of retail gasoline which was partially offset by a $.04 reduction
in the average cost per gallon of retail gasoline sales.
Merchandise gross margin (merchandise gross profit as a percent of merchandise
sales) increased from 28.8% to 31% for the six months ended June 30, 1997
compared to the same 1996 period. This increase in gross margin is a result of
the Company's merchandise pricing program which has selectively increased
targeted merchandise yet still maintains an everyday low pricing policy which is
competitive with major retail providers in the applicable market area. While
merchandise sales on a same store basis for the year to date period June 1997
were comarable with the same 1996 period, this marketing strategy has resulted
in average monthly merchandise gross profit increases, on a same store basis, of
approximately 7.6% for the six months ended June 30, 1997 compared to the same
1996 period and has contributed to the $1.2 million or 8.3% increase in
merchandise gross profit.
Costs and operating expenses decreased $51.3 million or 13% in the second
quarter of 1997 from the comparable period in 1996. The decrease was due to a
9.7% decrease in the average cost per barrel consumed of crude oil and
feedstocks and to decreases in petroleum products sales volumes as previously
discussed. Costs and operating expenses decreased $44.7 million or 6% for the
six months ended June 30, 1997 compared to the same period in 1996. The year to
date decrease was due principally to decreases in petroleum products sales
volumes as previously discussed which were partially offset by slight increases
in the average cost per barrel consumed of crude oil and feedstocks of 3.4%.
Additionally, despite increases in fuel gas costs due to higher processing rates
and higher prices, Pasadena refinery operating expenses decreased 4.8% and 6%,
respectively, for the three and six months ended June 30, 1997 compared to the
same 1996 periods. The results of operations were significantly affected by the
Company's use of the LIFO method to value inventory, which in a period of
falling prices increased the Company's gross margin $.45 per barrel ($6.7
million) and $.58 per barrel ($16.7 million), respectively, for the second
quarter and year to date periods ended June 30, 1997, while decreasing gross
margin $.08 per barrel ($1.2 million) and $.33 per barrel ($8.9 million),
respectively, in the comparable periods in 1996 when prices were rising.
Yields of distillates increased slightly to 56,800 barrels per day (bpd) (34.5%)
for the second quarter 1997 from 49,800 bpd (34.3%) for the same period in 1996
while finished gasoline production increased slightly from 89,800 bpd (61.8%)
for the second quarter 1996 to 91,200 bpd (55.3%) for the second quarter 1997.
Similarly, yield of distillates were increased to 53,300 bpd (33.5%) for the six
months ended June 30, 1997 from 48,000 bpd (33.1%) for the same period in 1996
while finished gasoline production was decreased slightly from 87,600 bpd
(60.4%) for the six months ended June 30, 1996 to 87,200 bpd (54.7%) for the six
months ended June 30, 1997.
11
Selling and administrative expenses decreased $1.4 million or 3.1% for the six
months ended June 30, 1997 compared to the same period in 1996. The decrease is
principally due to the inclusion in 1996 of approximately $1 million in
corporate administrative expenses associated with a management reorganization.
Additionally, for the year to date period ended June 30, 1997, the Company
reduced other corporate level administrative expenses by approximately $.5
million compared to the same period in 1996. Selling and administrative
expenses for the second quarter of 1997 were comparable to the same 1996 period.
Operating costs and expenses for the three and six months ended June 30, 1997
included $.1 million and $.3 million, respectively, of expenses for retail units
that have been closed. This compares to $.2 million and $.3 million,
respectively, for the three and six months ended June 30, 1996. The six months
ended June 30, 1997 included $2.5 million in reductions of accruals related to
environmental matters compared to $.7 million and $1 million, respectively, for
the second quarter and year to date periods ended June 30, 1996. Additionally,
Operating costs and expenses included $1.3 million related to incentive plan
accruals and certain pending litigation for the second quarter and year to date
periods of 1997 while reductions of $3.9 million related to the adjustment of
certain pending litigation and employee benefit costs were included for the
second quarter and year to date periods ended June 30, 1996.
Depreciation and amortization for the three and six months ended June 30, 1997
were comparable to the same 1996 periods.
During the second quarter of 1997, the Company closed two product terminals, one
located in Curtis Bay, Maryland and the other located in Doraville, Georgia.
The Company has made arrangements with another major petroleum company with
terminal facilities located in these areas to meet our supply needs.
Liquidity and Capital Resources
Net cash provided by operating activities (including changes in assets and
liabilities) totaled $17.4 million for the six months ended June 30, 1997
compared to cash used in operating activities of $7.4 million for the six months
ended June 30, 1996. The 1997 inflows consist primarily of net cash provided by
operations before changes in assets and liabilities of $27 million. Partially
offsetting these cash inflows were cash outflows of $9.6 million related
primarily to working capital requirements resulting from increases in the volume
of crude oil and finished product inventories and decreases in crude oil and
refined products payables and other payables. These working capital outflows
were partially offset by decreases in accounts receivable and decreases in
prepaid operating expenses principally related to prepaid insurance premiums and
deferred losses on futures trading activity, as well as, increases in federal
excise tax accruals (net of payments). The 1996 outflows consist primarily of
$9.6 million related to working capital requirements resulting primarily from
decreases in accrued income and excise tax liabilities and other accounts
payable and to increases in accounts receivable and prepaid operating expenses,
principally related to insurance premiums. These working capital outflows were
partially offset by decreases in the value of crude oil and finished products
inventories and increases in crude oil and refined products payables. Partially
offsetting these cash outflows was cash provided by operations of $2.2 million
before changes in working capital.
Net cash outflows from investment activities were $16.2 million for the six
months ended June 30, 1997 compared to a net outflow of $21.2 million for the
same 1996 period. The 1997 amount consists principally of capital expenditures
of $12.2 million (which includes $4.1 million for refinery operations and $6.9
million relating to the marketing area). Additionally, there were refinery
turnaround expenditures of $5.5 million and $1.9 million in capitalized
expenditures related to corporate strategic projects. These cash outflows were
partially offset by proceeds from the sale of property, plant and equipment of
$3.8 million and decreases in investments in unconsolidated subsidiaries of $.1
million. The 1996 activity relates primarily to $14.7 million of capital
expenditures (which includes $6.4 million relating to refinery operations and
$5.6 million relating to the marketing area). In addition, there were refinery
turnaround expenditures of $3.5 million and $3.9 million in capitalized
expenditures related to corporate strategic projects.
12
Net cash used in financing activities was $.1 million for the six months ended
June 30, 1997 compared to cash provided by financing activities of $19 million
for the six months ended June 30, 1996. The 1997 cash outflow consists
principally of $.7 million in amortization of the Company's capitalized lease
obligations. Partially offsetting these cash outflows were decreases in long-
term notes receivable of $.6 million. The 1996 cash inflows consist principally
of $19.1 million in net proceeds received from debt and credit agreement
borrowings due primarily to cash borrowings from the Company's unsecured
revolving Credit Agreement. Partially offsetting these cash inflows were
increases of $.5 million in long-term notes receivable.
Cash and cash equivalents at June 30, 1997 were $4.6 million higher than at June
30, 1996. This increase resulted primarily from cash provided by operating
activities of $52.5 million. Partially offsetting these cash inflows was cash
used in investment activities of $27.5 million, which includes capital
expenditures of $15.5 million, net of $6.1 million of proceeds received from the
sale of property, plant and equipment principally related to the sale of the
Elizabeth, New Jersey bulk product terminal and 6 non-strategic retail
facilities in South Carolina. Additionally, cash outflows from investment
activities included $8 million in capitalized expenditures related to corporate
strategic projects and deferred turnaround charges of $6.8 million. These cash
outflows were partially offset by an increase in cash of $2.6 million resulting
from decreases in other deferred assets and decreases in investments in
unconsolidated subsidiaries of $.1 million. Additionally, cash used in
financing activities for the twelve month period ended June 30, 1997 totaled
$20.3 million relating primarily to net borrowings from the Company's debt and
credit agreement facilities of $21.3 million which were partially offset by net
proceeds from long-term notes receivable of $.9 million and net proceeds from
the issuance of the Company's Class B Common Stock resulting from exercises of
non-qualified stock options granted to participants of the Long-Term Incentive
Plan of $.1 million.
The ratio of current assets to current liabilities at June 30, 1997 was 1.40:1
compared to 1.12:1 at June 30, 1996 and 1.29:1 at December 31, 1996. 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 1.63:1 at June 30, 1997, 1.42:1 at June 30, 1996 and 1.60:1 at
December 31, 1996.
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, waste water 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. The Company believes, but provides no assurance, that
cash provided from its operating activities, together with other available
sources of liquidity will be sufficient to fund future environmental related
expenditures. The Company had recorded a liability of approximately $12.5
million as of June 30, 1997 to cover the estimated costs of compliance with
environmental regulations which are not anticipated to be of a capital nature.
The liability of $12.5 million includes accruals for issues extending past 1997.
Environmental liabilities are subject to considerable uncertainties which affect
the Company's ability to estimate its ultimate cost of remediation efforts.
These uncertainties include the exact nature and extent of the contamination at
each site, the extent of required cleanup 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 matters which would be expected to have a material adverse effect
on the Company.
During the years 1997-1998, the Company estimates environmental
expenditures at the Pasadena and Tyler refineries of at least $3.8 million
and $2 million, respectively. Of these expenditures, it is anticipated
that $2.8 million for Pasadena and $1.5 million for Tyler will be of a
capital nature, while $1 million and $.5 million, respectively, will be
related to previously accrued non-capital remediation efforts. At the
Company's marketing facilities, environmental expenditures relating to
previously accrued non-capital compliance efforts are planned totaling
approximately $3.2 million through 1998.
13
The Company's principle purchases (crude oil and convenience store merchandise)
are transacted primarily under open lines of credit with its major suppliers.
The Company maintains two credit facilities to finance its business requirements
and supplement internally generated sources of cash.
At June 30, 1997, the Company was in compliance with all covenants and
provisions of the Revolving Credit Agreement effective September 25, 1995, as
amended.
As discussed in Note C of Notes to Unaudited Condensed Financial Statements,
effective August 1, 1997, the Company entered into the First Restated Credit
Agreement (Restated Credit Agreement), which is included as Exhibit 4 of this
filing. Management believes the Restated Credit Agreement will adequately
provide anticipated working capital requirements as well as support future
growth opportunities. As a result of a strong balance sheet and overall
favorable credit relationships, the Company has been able to maintain open lines
of credit with its major suppliers. Under the Restated Credit Agreement, the
Company had outstanding as of August 12, 1997, irrevocable standby letters of
credit in the principal amount of $27.2 million for purposes in the ordinary
course of business and unused commitments totaling $82.8 million. Meeting the
covenants imposed by the Restated Credit Agreement is dependent, among other
things, upon the level of future earnings. The Company reasonably expects to
continue to be in compliance with the covenants imposed by the Restated Credit
Agreement for the remainder of the year.
At the Company's option, up to $37.5 million of the Unsecured 10.875% Senior
Notes (Notes) may be redeemed at 110.875% of the principal amount at any time
prior to February 1, 1998. After such date, they may not be redeemed until
February 1, 2000 when they are redeemable at 105.438% of the principal amount,
and thereafter at an annually declining premium over par until February 1, 2003
when they are redeemable at par. The Notes were issued under an Indenture which
includes certain restrictions and limitations customary with senior indebtedness
of this type including, but not limited to, the payment of dividends and the
repurchase of capital stock. There are no sinking fund requirements on the
Notes. At this time, management does not intend to exercise any options for
early redemption of its Senior Notes.
The Company's management is involved in a continual process of evaluating growth
opportunities in its core business as well as its capital resource alternatives.
Total capital expenditures and deferred turnaround costs, net of proceeds from
sales of property, plant and equipment, in 1997 are projected to approximate $46
million. The capital expenditures relate primarily to planned enhancements at
the Company's refineries, retail unit improvements and to company-wide
environmental requirements. The Company believes that cash provided from its
operating activities, together with other available sources of liquidity,
including the Credit Agreement effective as of August 1, 1997, or a successor
agreement, will be sufficient over the next several years to make required
payments of principal and interest on its debt, permit anticipated capital
expenditures and fund the Company's working capital requirements. Any major
acquisition would likely require a combination of additional debt and equity.
The Company places its temporary cash investments in high credit quality
financial instruments which are in accordance with the covenants of the
Company's financing agreements. These securities mature within ninety days,
and, therefore, bear minimal risk. The Company has not experienced any losses
on its investments.
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 net income in the
summer months than at other times of the year. Gasoline sales, both at the
Crown multi-pumps and convenience stores, are also somewhat seasonal in nature
and, therefore, related revenues may vary during the year. The seasonality does
not, however, negatively impact the Company's overall ability to sell its
refined products.
The Company maintains business interruption insurance to protect itself against
losses resulting from shutdowns to refinery operations from fire, explosions and
certain other insured casualties. Business interruption coverage begins for
such losses in excess of $5 million.
14
The Company has disclosed in Item 3. Legal Proceedings of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 and in Part II, Item I,
Legal Proceedings of this Quarterly Report on Form 10-Q, various contingencies
which involve litigation, environmental liabilities and examinations by the
Internal Revenue Service. 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, the Company has concluded, after
consultation with counsel, that there is no reasonable basis to believe that the
ultimate resolution of any of these contingencies will have a material adverse
effect on the Company. Additionally, as discussed in Item 3. Legal Proceedings
of the Annual Report on Form 10-K for the fiscal year ended December 31, 1996,
the Company's collective bargaining agreement at its Pasadena refinery expired
on February 1, 1996, and on February 5, 1996, the Company invoked a lock-out of
employees in the collective bargaining unit. The Company has been operating the
Pasadena refinery without interruption since the lock-out with management and
supervisory personnel and intends to continue full operations until an agreement
is reached with the collective bargaining unit.
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 demand for crude oil and refined products, which is largely
driven by the condition of local and worldwide economies, although seasonality
and weather patterns 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.
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 significantly fluctuate 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 lag time 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 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.
15
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 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 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 discussed below. 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 Company conducts environmental assessments and remediation efforts at
multiple locations, including operating facilities and previously owned or
operated facilities. The Company accrues environmental and clean-up related
costs of a non-capital nature when it is both probable that a liability has been
incurred and the amount can be reasonably estimated. Accruals for losses from
environmental remediation obligations generally are recognized no later than
completion of the remedial feasibility study. Estimated costs, which are based
upon experience and assessments, are recorded at undiscounted amounts without
considering the impact of inflation, and are adjusted periodically as additional
or new information is available. Expenditures for equipment necessary for
environmental issues relating to ongoing operations are capitalized.
The Company's crude oil, refined products and convenience store merchandise and
gasoline inventories are valued at the lower of cost (based on the last-in,
first-out or LIFO method of accounting) or market, with the exception of crude
oil inventory held for resale which is valued at the lower of cost (based on the
first-in first-out or FIFO method of accounting) or market. Under the LIFO
method, the effects of price increases and decreases in crude oil and other
feedstocks are charged directly to the cost of refined products sold in the
period that such price changes occur. In periods of rising prices, the LIFO
method may cause reported operating income to be lower than would otherwise
result from the use of the FIFO method. Conversely, in periods of falling
prices the LIFO method may cause reported operating income to be higher than
would otherwise result from the use of the FIFO method. In addition, the
Company's use of the LIFO method understates the value of inventories on the
Company's consolidated balance sheet as compared to the value of inventories
under the FIFO method.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
As reported in the Annual Report on Form 10-K for the fiscal year ended December
31, 1996, the Company has been involved in negotiations with the United States
Environmental Protection Agency (EPA) to resolve a Notice of Violation (NOV)
issued to the Company in December of 1996, regarding alleged exceedances of the
Pasadena refinery's National Pollutant Discharge Elimination System (NPDES)
permit. As part of the final negotiations respecting this matter, the EPA
served the Company with an Administrative Complaint (Docket No. VI-97-1617) on
July 21, 1997. The Company plans to undertake additional stormwater management
improvements to reduce the possibility of future exceedances, and the Company
expects to pay a penalty of approximately $125,000 in settlement of the charges.
16
On July 10, 1997, the Texas Natural Resource Conservation Commission (TNRCC)
issued an NOV to the Company for alleged violations pertaining to record keeping
and notice requirements and to potential concentration standards for hydrogen
sulfide and air emissions of sulfur dioxide from the Pasadena refinery (No. HG-
0175-D). The Company plans to upgrade equipment at the refinery by December of
1997 to improve the removal efficiencies of hydrogen sulfide and disulfides.
The Company anticipates that the TNRCC may seek to assess a penalty in
connection with the enforcement action.
On July 21, 1997, Texans United for a Safe Economy Education Fund, the Sierra
Club, the Natural Resources Defense Council, Inc., and several individuals,
filed a Clean Air Act citizens' suit in the United States District Court for the
Southern District of Texas against the Company, alleging violations by the
Company's Pasadena refinery of certain state and federal environmental air
regulations. Texans United for a Safe Economy Education Fund, et al. vs. Crown
Central Petroleum Corporation, H-97-2427 (S.D. Tex.). The alleged violations
pertain to record keeping and notice requirements and to potential exceedances
of concentration standards for hydrogen sulfide and air emissions of sulfur
dioxide from the refinery. Most of the alleged violations were redressed in a
1995 TNRCC Agreed Order, and the remaining alleged violations, which have been
previously self-reported to the TNRCC and the Harris County Pollution Control
Department, are the subject of the enforcement action by the TNRCC described
above. The plaintiffs seek injunctive relief and civil penalties.
On June 25, 1997, a purported class action lawsuit was filed in the state
district court of Harris County, Texas by individuals who claim to have suffered
personal injuries and property damage from the operation of the Company's
Pasadena refinery. Allman, et al. vs. Crown Central Petroleum Corporation, et
al., C.A. No. 97-39455 (District Court of Harris County, Texas). This suit
seeks unspecified compensatory damages and $50 million in punitive damages.
Seven employees at the Pasadena refinery and one at the Tyler refinery have
filed a purported class action suit in the United States District Court for the
Eastern District of Texas alleging race and sex discrimination in violation of
Title VII of the Civil Rights Act of 1964, as amended, and in violation of the
Civil Rights Act of 1871, as amended. Lorretta Burrell, et al. vs. Crown
Central Petroleum Corporation, C.A. No. 97-CVO-357 (E.D. Tex.). The named
plaintiffs seek to represent several subclasses of salaried and hourly African-
American and female employees of the Company.
The citizens' suit and the two purported class action suits have been filed
recently. No discovery has been completed in these cases, and there has been no
action taken by the courts with respect to the plaintiffs' requests for class
certification in the Allman and the Burrell cases. The Company is, therefore,
unable to assess the probability of an adverse outcome or to determine if such
an outcome might be material. A preliminary review of these cases suggests,
however, that the Company has meritorious defenses. The Company intends to
vigorously defend these cases.
There has been no other material change in the status of legal proceedings as
reported in Item 3 of the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
The Company is involved in various matters of litigation, the ultimate
determination of which, in the opinion of management, is not expected to have a
material adverse effect on the Company.
17
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit:
4 - First Restated Credit Agreement effective as of August 1, 1997
11 - Statement re: Computation of Earnings Per Share
20 - Interim Report to Stockholders for the three and six months ended
June 30, 1997
27 - Financial Data Schedule
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed with the Securities and Exchange
Commission during the three months ended June 30, 1997.
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 June
30, 1997 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: August 14, 1997
18