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, 1998
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
incorporation or organization) Identification Number)
ONE NORTH CHARLES STREET, BALTIMORE, 21201
MARYLAND
(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 July 31, 1998 of the Registrant's $5 par
value Class A and Class B Common Stock was 4,817,394 shares and 5,253,638
shares, respectively.
CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
Table of Contents
<C
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Page
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
June 30, 1998 and December 31, 1997 3-4
Consolidated Condensed Statements of
Operations
Three and six months ended June 30, 1998 5
and 1997
Consolidated Condensed Statements of Cash
Flows
Six months ended June 30, 1998 and 1997 6
Notes to Unaudited Consolidated Condensed 7-11
Financial Statements
Item 2 - Management's Discussion and Analysis of
Financial
Condition and Results of Operations 12-16
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 17
Item 6 - Exhibits and Reports on Form 8-K 17
Exhibit 20 - Interim
Report to Stockholders for the three and six months ended June
30, 1998
Exhibit 27 (a) Financial Data Schedule
for the six months ended June 30, 1998
Exhibit 27 (b) Financial Data Schedule
for the six months ended June 30, 1997 -
revised
SIGNATURE 18
<CAPTION
>
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
1998 1997
--------- ---------
Assets (Unaudite
d)
Current Assets
Cash and cash equivalents $30,864 $43,586
Accounts receivable - net 78,320 102,529
Recoverable income taxes 8,314 3,819
Inventories 130,464 109,279
Other current assets 3,663 2,097
--------- ---------
Total Current Assets 251,625 261,310
Investments and Deferred Charges 44,544 44,448
Property, Plant and Equipment 649,543 635,063
Less allowance for depreciation 351,224 339,854
--------- ---------
Net Property, Plant and Equipment 298,319 295,209
--------- ---------
$594,488 $600,967
========= =========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
June 30 December 31
1998 1997
--------- ---------
Liabilities and Stockholders' Equity (Unaudited)
Current Liabilities
Accounts Payable:
Crude oil and refined products $99,250 $104,391
Other 27,756 27,330
Accrued Liabilities 43,043 46,766
Current portion of long-term debt 23,991 1,498
-------- ---------
Total Current Liabilities 194,040 179,985
Long-Term Debt 130,973 127,506
Deferred Income Taxes 39,237 43,854
Other Deferred Liabilities 38,196 42,267
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
1998 and 1997
Common stock, Class B - par value $5
per share:
Authorized shares -- 7,500,000;
issued and
outstanding shares -- 5,253,638 in
1998 and
5,240,774 in 1997 26,268 26,204
Additional paid-in capital 92,802 94,655
Unearned restricted stock (2,921 ) (5,291)
Retained earnings 51,806 67,700
-------- --------
Total Common Stockholders' Equity 192,042 207,355
$594,488 $600,967
======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
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
1998 1 1998 1997
997
--------- --------- -------- --------
-
REVENUES
Sales and operating revenues $339,154 $3 $666,793 $
93,079 789,181
OPERATING COSTS AND EXPENSES
Costs and operating expenses 302,246 3 616,741
44,960 706,018
Selling expenses 22,012 2 42,142
0,010 38,464
Administrative expenses 5,384 4 10,509
,553 9,599
Depreciation and amortization 8,454 7 16,618
,548 15,323
Sales of property, plant and (231 ) 403 (251 )
equipment (153)
--------- --------- -------- --------
337,865 3 685,759 7
77,474 69,251
--------- --------- -------- --------
OPERATING INCOME (LOSS) 1,289 1 (18,966 ) 1
5,605 9,930
Interest and other income 177 802 1,770 1
,401
Interest expense (3,641 ) ( (7,171 ) (
3,516) 7,017)
--------- -------- -------- --------
(LOSS) INCOME BEFORE INCOME TAXES (2,175 ) 1 (24,367 ) 1
2,891 4,314
INCOME TAX (BENEFIT) EXPENSE (24 ) 4 (8,473 ) 5
,984 ,683
--------- -------- -------- --------
NET (LOSS) INCOME $(2,151 ) $ $(15,894 ) $
7,907 8,631
========= ======== ======== ========
NET (LOSS) INCOME PER SHARE:
Basic $ (.22 ) $.82 $(1.62 ) $
.89
========= ======== ======== ========
Diluted $ (.22 ) $.81 $(1.62 ) $
.88
========= ======== ======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars)
(Unaudited)
Six Months Ended
June 30
--------- ---------
-- -
NET CASH FLOWS FROM OPERATING
ACTIVITIES
Net cash from operations before
changes in assets and liabilities $(7,384 )$26,991
Net changes in assets and (11,745 )(9,627)
liabilities
--------- ---------
NET CASH (USED IN) PROVIDED BY
OPERATING (19,129 )17,364
ACTIVITIES
--------- ---------
CASH FLOWS FROM INVESTMENT ACTIVITIES
Capital Expenditures (16,734 )(12,170 )
Proceeds from sales of property,
plant
and equipment 485 3,824
Investments in Subsidiaries 164 136
Capitalization of software costs (1,789) (1,940)
Deferred turnaround maintenance (2,276) (5,485)
Other charges to deferred assets (15) (559)
--------- ---------
NET CASH (USED IN) INVESTMENT (20,165 )(16,194 )
ACTIVITIES
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt and credit 64,745 26,000
agreement borrowings
(Repayments) of debt and credit (38,818 )(26,681)
agreement borrowings
Net cash flows from long-term notes 48 592
receivable
Issuance of common stock 597 14
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING 26,572 (75)
ACTIVITIES
-------- --------
Net (Decrease) Increase in Cash and
Cash Equivalents $(12,722 )$1,095
======== ========
<FN>
See notes to unaudited consolidated condensed financial statements.
</FN>
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
- --------------------------------------------------------------
Crown Central Petroleum Corporation and Subsidiaries
June 30, 1998
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, 1998 are not necessarily
indicative of the results that may be expected for the year ending December 31,
1998. 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, 1997.
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.
The Company has no material items of other comprehensive income as defined by
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income", for the three and six months ended June 30, 1998 and 1997.
To conform to the 1998 presentation, the Consolidated Condensed Statements of
Operations for the three and six months ended June 30, 1997 have been restated.
Service station rental income and certain other retail marketing recoveries,
which had previously been reported as a reduction of Selling and administrative
expenses, have been reclassified and are now reported as components of Sales and
operating revenues, and Costs and operating expenses, respectively.
Additionally, beginning with the three months ended March 31, 1998, the Company
began reporting Selling expenses and Administrative expenses as separate amounts
in the Consolidated Condensed Statements of Operations. Selling and
administrative expenses as originally reported in the Company's Form 10-Q for
the three and six months ended June 30, 1997, have been restated to reflect
these changes. These reclassifications had no effect on the net income or net
income per share amounts as originally reported.
To conform to the 1998 presentation, certain balance sheet amounts at December
31, 1997 have been restated.
In February 1998, the FASB issued Statement of Financial Accounting Standards
No. 132, "Employers' Disclosure about Pensions and Other Postretirement
Benefits" (SFAS No. 132), which standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent practicable, eliminates
certain disclosures required by former guidance and requires additional
disclosures not included in the former guidance. This Statement is effective
for fiscal years beginning after December 15, 1997. The Company will adopt SFAS
No. 132 for the fourth quarter of 1998.
In June 1998, The FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No.
133), which requires that all derivatives be recognized as either assets or
liabilities in the statement of financial position and that those instruments
shall be measured at fair value. SFAS No. 133 also prescribes the accounting
treatment for changes in the fair value of derivatives which depends on the
intended use of the derivative and the resulting designation. Designations
include hedges of the exposure to changes in the fair value of a recognized
asset or liability, hedges of the exposure to variable cash flows of a
forecasted transaction, hedges of the exposure to foreign currency translations,
and derivatives not designated as hedging instruments. SFAS No. 133 is
effective for fiscal years beginning after June 15, 1999. The Company expects
to adopt SFAS No. 133 in the first quarter of the year 2000.
Net changes in assets and liabilities presented in the Unaudited Consolidated
Condensed Statements of Cash Flows is comprised of the following:
Three Months Ended
June 30
1998 1997
--------- ---------
(thousands of
dollars)
Decrease in accounts receivable $24,210 $20,024
(Increase) in inventories (21,185 ) (28,710 )
(Increase) decrease in prepaid operating (1,566 ) 10,748
expenses and other current assets
(Decrease) in crude oil and refined (5,140 ) (19,228 )
products payable
Increase (decrease) in other accounts 425 (2,357)
payable
(Decrease) increase in accrued liabilities (7,983 ) 7,348
and other deferred liabilities
(Increase) decrease in recoverable and (506 ) 2,548
deferred income taxes
--------- ---------
$(11,745 ) $(9,627 )
========= =========
NOTE B - INVENTORIES
Inventories consist of the following:
June 30 December
31
1998 1997
--------- ---------
(thousands of
dollars)
Crude oil $58,433 $42,164
Refined products 67,462 79,905
--------- ---------
Total inventories at FIFO (approximates 125,895 122,069
current cost)
LIFO allowance (9,840 )(25,586 )
--------- ---------
Total crude oil and refined products 116,055 96,483
--------- ---------
Merchandise inventory at FIFO 7,831 6,806
(approximates current cost)
LIFO allowance (1,929 ) (
1,929)
--------- ---------
Total merchandise 5,902 4,877
--------- ---------
Materials and supplies inventory at FIFO 8,507 7,919
--------- ---------
TOTAL INVENTORY $130,464 $109,279
========= =========
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, 1998, approximately
3 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.
NOTE C - LONG-TERM DEBT AND CREDIT ARRANGEMENTS
As of June 30, 1998, under the terms of the First Restated Credit Agreement
dated as of August 1, 1997, as amended (Credit Agreement), the Company had
outstanding irrevocable standby letters of credit in the principal amount of
$5.8 million, and outstanding cash borrowings, included in the current portion
of long-term debt, in the principal amount of $22 million which were repaid on
July 1, 1998. As of June 30, 1998, 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 with the
Credit Agreement or a successor agreement for the remainder of the year. As of
August 13, 1998, there were no cash borrowings outstanding under the Credit
Agreement, and slight reductions in letters of credit outstanding.
As of June 30, 1998, the Company had outstanding $125 million of unsecured
10.875% Senior Notes (Notes), which were issued in January 1995 under an
Indenture. As of June 30, 1998, 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, the payment of dividends and the repurchase of capital stock.
As of June 30, 1998, the Indenture substantially restricted the Company from
effecting additional borrowings and precluded the payment of dividends. The
Company has not paid a dividend on its shares of common stock since the first
quarter of 1992.
NOTE D - CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES
The net deferred loss from futures contracts included in crude oil and refined
product hedging strategies was approximately $.1 million at June 30, 1998.
Included in these hedging strategies are futures contracts maturing from July
1998 to November 1998. The Company is using these contracts to fix the supply
cost of crude oil on approximately 2.9% of supply and fix the margin on
approximately 4% of its refined products, for the aforementioned period.
This space intentionally left blank
NOTE E - CALCULATION OF NET (LOSS) INCOME PER COMMON SHARE
The average outstanding and equivalent shares excludes 231,750 and 260,700
shares of Performance Vested Restricted Stock (PVRS) registered to participants
in the 1994 Long-Term Incentive Plan (Plan) at June 30, 1998 and 1997,
respectively. The PVRS shares are not considered outstanding for earnings per
share calculations until the shares are released to the Plan participants.
The following tables provide a reconciliation of the basic and diluted earnings
per share calculations:
Three Months Ended June 30
--------------------------
-
1998 1997
----------- ------------
(dollars in thousands,
except per share data)
(LOSS) INCOME APPLICABLE TO
COMMON SHARES
Net (loss) income $ (2,151) $ 7,907
=========== ============
Common shares outstanding at
April 1, 1998
and 1997, respectively 9,984,048 9,901,480
Restricted shares held by the
Company at April 1,
1998 and 1997, respectively (147,300) (168,000 )
Weighted average effect of shares
of common stock
issued for stock option 2,167 167
exercises
----------- ------------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Basic 9,838,915 9,733,647
Effect of Dilutive Securities:
Contingent issuance -
Performance Vested
Restricted Shares --- 8,898
Employee stock options --- 14,806
----------- -----------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Diluted 9,838,915 9,757,351
=========== ============
EARNINGS PER SHARE:
Net (loss) income - Basic $ (.22) $ .82
=========== ===========
- Diluted $ (.22) $ .81
=========== ============
This space intentionally left blank
Six Months Ended June 30
--------------------------
-
1998 1997
------------ ------------
-
(dollars in thousands,
except per share data)
(LOSS) INCOME APPLICABLE TO
COMMON SHARES
Net (loss) income $(15,894) $ 8,631
=========== ===========
Common shares outstanding at
January 1, 1998
and 1997, respectively 10,058,168 9,952,950
Restricted shares held by the
Company at January 1,
1998 and 1997, respectively (260,700) (255,300 )
Weighted average effect of shares
of common stock
issued for stock option 27,844 36,163
exercises
----------- ------------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Basic 9,825,312 9,733,813
Effect of Dilutive Securities:
Contingent issuance -
Performance Vested
Restricted Shares --- 21,320
Employee stock options --- 98,754
---------- -----------
Weighted average number of common
shares outstanding,
as adjusted at June 30, 1998
and 1997, respectively:
Diluted 9,825,312 9,853,887
=========== ===========
EARNINGS PER SHARE:
Net (loss) income - Basic $ (1.62) $ .89
=========== ===========
- Diluted $ (1.62) $ .88
=========== ===========
At June 30, 1998, the Company had non-qualified stock options and performance
vested restricted awards outstanding representing 247,786 total potential common
shares that were not included in the diluted earnings per share calculation
since doing so would have been anti-dilutive.
NOTE F - LITIGATION AND CONTINGENCIES
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, 1997.
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 $53.9 million or 13.7% in
the second quarter of 1998 from the comparable period in 1997. The decrease in
Sales and operating revenues was primarily attributable to a 21.4% decrease in
the average sales price per gallon of petroleum products which was partially
offset by a 10.1% increase in petroleum product sales volumes. Additionally,
merchandise sales for the three months ended June 30, 1998 increased 10.4% from
the same 1997 period. Sales and operating revenues decreased $122.4 million or
15.5% for the six months ended June 30, 1998 compared to the six months ended
June 30, 1997. The year to date decrease is primarily attributable to a 23.3%
decrease in the average sales price per gallon of petroleum products which was
partially offset by a 10.1% increase in petroleum product sales volumes. The
increases in petroleum product sales volumes for the three and six month periods
ended June 30, 1998 compared to the respective 1997 periods was due principally
to the expiration of the processing agreement with Statoil North America, Inc.
which effectively increased the Company's refined product available for sale.
Merchandise sales for the year to date period ended June 30, 1998 increased 5.7%
from the same 1997 period.
Costs and operating expenses decreased $42.7 million or 12.4% in the second
quarter of 1998 from the comparable period in 1997. The decrease was primarily
due to a decrease in the average cost per barrel consumed of crude oil and
feedstocks. Costs and operating expenses decreased $89.2 million or 12.6% for
the six months ended June 30, 1998 from the comparable period in 1997 due
primarily to a decrease in the average cost per barrel consumed of crude oil and
feedstocks. These second quarter and year to date decreases were partially
offset by increases in volumes sold as previously discussed.
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, futures, forwards and exchange traded
options are used to minimize the exposure arising from fluctuations in the price
of crude oil and refined products and to help manage the price risk inherent in
purchasing crude oil in advance of delivery or in carrying finished product
inventory. The Company's hedging strategies are generally intended to reduce
volatility and to capture an acceptable profit margin. During the first half of
1998, the Company held long positions, particularly with respect to finished
product, that exceeded its hedging requirements and as a result incurred losses
in a falling market. The net recognized loss from these long trading positions
included in cost of goods sold for the three and six months ended June 30, 1998
were approximately $2.7 million and $9.1 million, respectively. Management has
subsequently implemented a policy to limit the use of commodity derivatives to
transactions that hedge underlying recognized assets or liabilities or firm
commitments as those terms are defined by Generally Accepted Accounting
Principles. The long positions that were previously noted have been closed.
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 $.04 per barrel ($.7 million) and $.55 per
barrel ($15.7 million), respectively for the second quarter and year to date
periods ended June 30, 1998. Similarly, the use of the LIFO method 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.
The aforementioned decrease in Sales and operating revenues coupled with the
decrease in Costs and operating expenses resulted in an overall decrease in
gross margin of $11.2 million and $33.2 million, respectively, for the three and
six months ended June 30, 1998 compared to the same 1997 periods. The decreases
in average sales price per gallon of petroleum products reflected similar
industry-wide decreases due to excess supply of refined petroleum products,
principally distillates, due primarily to the unseasonably warm winter in the
Company's marketing areas. Additionally, decreases in the cost of the Company's
crude oil and purchased feedstocks reflect industry-wide decreases in prices of
these products, however, for the Company, these decreases were not as
significant as the decreases in finished product sales prices.
Gasoline gross margin (gasoline gross profit as a percent of gasoline sales) at
the Company's retail locations increased slightly from $.111 per gallon to $.113
per gallon, respectively, for the six months ended June 30, 1997 and 1998.
Aggregate gasoline gross profit on a same store basis decreased 1.8% for the six
months ended June 30, 1998 from the comparable period in 1997 due primarily to a
decrease of 3.1% in gallons sold measured on a same store basis.
Merchandise gross margin (merchandise gross profit as a percent of merchandise
sales) remained consistent at 30.8% for the six months ended June 30, 1998
compared to the same 1997 period. Average monthly merchandise sales, on a same
store basis, increased 5.2% for the six months ended June 30, 1998 compared to
the same 1997 period and has contributed to a $.9 million or 5.7% increase in
merchandise gross profit. Aggregate year to date merchandise gross profit on a
same store basis increased by 1.5% in 1998 compared to the same 1997 period.
Yields of gasoline increased slightly from 91,200 barrels per day (bpd) (55.3%)
for the second quarter 1997 to 92,200 bpd (55.4%) for the second quarter 1998
while distillate production decreased slightly from 56,800 bpd (34.5%) for the
second quarter 1997 to 52,700 bpd (31.7%) for the same period in 1998.
Similarly, yields of gasoline increased slightly to 87,900 bpd (55.6%) for the
six months ended June 30, 1998 from 87,200 bpd (54.7%) for the same period in
1997 while distillate yields decreased slightly to 49,600 bpd (31.4%) for the
six months ended June 30, 1998 from 53,300 bpd (33.5%) for the six months ended
June 30, 1997. The Company's 1998 refining yield was adversely impacted by two
separate unit shutdowns at the Pasadena refinery which adversely impacted yields
and increased operating costs by $3.6 million for the six month period ended
June 30, 1998 and $1.6 million for the three month period ended June 30, 1998.
Selling expenses increased $2 million or 10% for the second quarter of 1998
compared to the same period in 1997 while increasing $3.7 million or 9.6% for
the six months ended June 30, 1998 compared to the six months ended June 30,
1997. These increases are principally due to increases in expenses for
technology enhancements at the Company's retail sites and in retail support
locations and to increases in labor costs at retail sites. Additionally,
marketing promotion related expenses increased slightly in the second quarter
and year to date periods ended June 30, 1998 compared to the same periods of
1997.
Administrative expenses increased $.8 million or 18.3% and $.9 million or 9.5%,
respectively, for the three and six months ended June 30, 1998 compared to the
same periods in 1997. These increases are primarily due to increases in labor
costs at the Company's administrative offices.
Depreciation and amortization expenses in the second quarter of 1998 increased
$.9 million or 12% from the comparable 1997 period. Similarly, Depreciation and
amortization expenses increased $1.3 million or 8.5% for the six months ended
June 30, 1998 from the comparable 1997 period. These increases are primarily
attributable to the amortization of refinery deferred turnaround expenses
related to turnarounds performed in the second and fourth quarters of 1997 and
in the first quarter of 1998.
Operating costs and expenses for the three and six months ended June 30, 1998
included a reduction of $.1 million and $.2 million of expenses, respectively,
for retail units that have been closed compared to $.1 million and $.3 million,
respectively, of expenses for closed retail units for the three and six months
ended June 30, 1997. Also included in the second quarter and year to date
periods ended June 30, 1998 were reductions of $1.9 million related to
litigation settlements compared to $1.3 million of expenses related to incentive
plan accruals and certain pending litigation for the same periods of 1997.
Additionally, Operating costs and expenses for the three and six months ended
June 30, 1998 included reductions of $1.3 million in other accrued liabilities.
The six months ended June 30, 1997 included $2.5 million in reductions of
accruals related to environmental matters.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities (including changes in assets and
liabilities) totaled $19.1 million for the six months ended June 30, 1998
compared to cash provided by operating activities of $17.4 million for the six
months ended June 30, 1997. The 1998 outflows consist primarily of cash
outflows from changes in assets and liabilities of $11.7 million due primarily
to increases in the volume of crude oil and finished product inventories, to
decreases in federal excise and refinery operating tax accruals and to decreases
in incentive plan accruals. Additionally, there were decreases in crude oil and
refined products payables, as well as, increases in prepaid operating expenses.
These working capital outflows were partially offset by decreases in accounts
receivable, and increases in other accounts payable. Additionally, cash used in
operations before changes in assets and liabilities totaled $7.4 million for the
six months ended June 30, 1998. 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).
Net cash outflows from investment activities totaled $20.2 million for the six
months ended June 30, 1998 compared to a net outflow of $16.2 million for the
same 1997 period. The 1998 outflows consist primarily of capital expenditures
of $16.7 million (which includes $10.4 million relating to the marketing area
and $6.3 million for refinery operations). Additionally, there were $2.3
million in refinery deferred turnaround expenditures and $1.8 million in
capitalized software costs. These cash outflows were partially offset by
proceeds from the sale of property, plant and equipment of $.5 million. The
1997 amount consists principally of capital expenditures of $12.2 million (which
includes $4.9 million for refinery operations, $6.1 million relating to the
marketing area and $1.2 million for corporate projects). 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.
Net cash provided by financing activities was $26.6 million for the six months
ended June 30, 1998 compared to cash used in financing activities of $.1 million
for the six months ended June 30, 1997. The 1998 cash inflow consists primarily
of $25.9 million in net proceeds received from debt and credit agreement
borrowings due primarily to net cash borrowings from the Company's unsecured
revolving Credit Agreement. Additionally, cash inflows include $.6 million
received from the issuance of the Company's Class B Common Stock resulting from
exercises of non-qualified stock options granted to participants of the
Company's Long-Term Incentive Plans. 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 ratio of current assets to current liabilities at June 30, 1998 was 1.30:1
compared to 1.39:1 at June 30, 1997 and 1.47:1 at December 31, 1997. 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 1.36:1 at June 30, 1998, 1.61:1 at June 30, 1997 and 1.63:1 at
December 31, 1997.
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 a credit facility to finance its business requirements and
supplement internally generated sources of cash.
Under the First Restated Credit Agreement effective August 1, 1997, as amended
(Credit Agreement), as of August 13, 1998, the Company had no outstanding cash
borrowings and outstanding irrevocable standby letters of credit in the
principal amount of $5.3 million for purposes in the ordinary course of
business. As of June 30, 1998, the Company was in compliance with all covenants
and provisions of the Credit Agreement, as amended. Meeting the covenants
imposed by the 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 Credit Agreement or a successor
agreement for the remainder of the year.
At the Company's option, the Unsecured 10.875% Senior Notes (Notes) may be
redeemed at 105.438% of the principal amount at any time after January 31, 2000
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. As of June 30, 1998, the Indenture substantially restricted the Company
from effecting additional borrowings and precluded the Company from paying any
dividends. The Company has not paid a dividend on its shares of common stock
since the first quarter of 1992
At June 30, 1998, the Company has borrowed $6.4 million from the Purchase Money
Lien dated August 11, 1997 which is secured by service station and convenience
store land, buildings and equipment having a cost basis of $9.1 million at June
30, 1998.
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 in 1998 are projected
to approximate $48 million. The capital expenditures relate primarily to
planned enhancements at the Company's refineries, retail unit improvements,
additional retail units and environmental requirements. The Company believes
that cash provided from its operating activities, together with other available
sources of liquidity, including the Credit Agreement or a successor agreement,
will be sufficient over the next several years to meet the Company's capital
requirements.
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 $1 million.
The Company has disclosed in Item 3. Legal Proceedings of the Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, 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, 1997,
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 and intends to
continue to do so during the negotiation period 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.
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.
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PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
There has been no 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, 1997.
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.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit:
3 - Bylaws of Crown Central Petroleum Corporation as amended and
restated at July 30, 1998.
4 - Amendment, effective as of June 30, 1998, to the First Restated
Credit
Agreement effective as of August 1, 1997.
10 - Fourth Amendment, effective as of June 25, 1998, to the Crown
Central Petroleum Corporation Employees Savings Plan
20 - Interim Report to Stockholders for the three and six months ended
June 30, 1998.
27 (a) - Financial Data Schedule for the six months ended June 30,
1998.
27 (b) - Financial Data Schedule for the six months ended June 30,
1997 - revised.
(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, 1998.
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, 1998 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, 1998