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 1-7627 FRONTIER OIL CORPORATION (Exact name of registrant as specified in its charter) WYOMING 74-1895085 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10000 MEMORIAL DRIVE, SUITE 600 77024-3411 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (713) 688-9600 ------------------------------------------------------------- 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No . . . Registrant's number of common shares outstanding as of July 24, 1998: 28,151,001 FRONTIER OIL CORPORATION QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998 INDEX Page Part I - Financial Information Item 1. Financial Statements 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Part II - Other Information 11 FORWARD-LOOKING STATEMENTS This Form 10-Q contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including, without limitation, statements that include the words "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plan," "predict," "project," "should," and similar expressions, and statements relating to the Company's strategic plans, capital expenditures, industry trends and prospects and the Company's financial position. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved. Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements") are set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this document. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Definitions of Terms bbl(s) = barrel(s) bpd = barrel(s) per day PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FRONTIER OIL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands except per share amounts) Six Months Ended Three Months Ended June 30 June 30 1998 1997 1998 1997 --------- --------- --------- --------- Revenues: Refined products $ 153,007 $ 184,670 $ 83,984 $ 95,458 Other 943 1,230 275 872 --------- --------- --------- --------- 153,950 185,900 84,259 96,330 --------- --------- --------- --------- Costs and Expenses: Refining operating costs 132,433 174,383 68,243 83,234 Selling and general expenses 4,215 3,507 2,221 1,785 Depreciation 5,198 4,539 2,822 2,266 --------- --------- --------- --------- 141,846 182,429 73,286 87,285 --------- --------- --------- --------- Operating Income 12,104 3,471 10,973 9,045 Interest Expense, Net 3,738 8,970 1,768 4,511 --------- --------- --------- --------- Income (Loss) From Continuing Operations Before Income Taxes 8,366 (5,499) 9,205 4,534 Provision for Income Taxes - - - - --------- --------- --------- --------- Income (Loss) From Continuing Operations 8,366 (5,499) 9,205 4,534 Discontinued Operations: Income from oil and gas operations, net of taxes - 1,721 - 167 Gain on disposal of Canadian oil and gas properties, net of $800 of taxes - 23,301 - 23,301 Recognition of cumulative translation adjustment - (9,862) - (9,862) --------- --------- --------- --------- Income Before Extraordinary Item 8,366 9,661 9,205 18,140 Extraordinary Loss on Retirement of Debt 3,013 - - - --------- --------- --------- --------- Net Income $ 5,353 $ 9,661 $ 9,205 $ 18,140 ========= ========= ========= ========= Basic Earnings (Loss) Per Share of Common Stock: Continuing Operations $ .30 $ (.20) $ .33 $ .17 Discontinued Operations - .55 - .49 Extraordinary Loss (.11) - - - --------- --------- --------- --------- Net Income $ .19 $ .35 $ .33 $ .66 ========= ========= ========= ========= Diluted Earnings (Loss) Per Share of Common Stock: Continuing Operations $ .29 $ (.20) $ .33 $ .17 Discontinued Operations - .55 - .49 Extraordinary Loss (.10) - - - --------- --------- --------- --------- Net Income $ .19 $ .35 $ .32 $ .66 ========= ========= ========= ========= The accompanying notes are an integral part of these financial statements. - 1 - FRONTIER OIL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands except shares) June 30, 1998 and December 31, 1997 1998 1997 --------- --------- ASSETS Current Assets: Cash, including cash equivalents of $13,938 in 1998 and $19,981 in 1997 $ 15,116 $ 21,735 Trade and other receivables, less allowance for doubtful accounts of $500 in 1998 and 1997 22,415 17,204 Inventory of crude oil, products and other 23,862 27,666 Other current assets 809 1,391 --------- --------- Total current assets 62,202 67,996 --------- --------- Property, Plant and Equipment, at cost: Refinery and pipeline 158,458 149,201 Furniture, fixtures and other equipment 3,216 3,044 --------- --------- 161,674 152,245 Less - Accumulated depreciation 50,784 45,586 --------- --------- 110,890 106,659 Other Assets 4,281 3,260 --------- --------- $ 177,373 $ 177,915 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 33,743 $ 33,527 Accrued turnaround cost 1,484 6,771 Accrued liabilities and other 3,658 5,240 Accrued interest 2,499 1,530 --------- --------- Total current liabilities 41,384 47,068 --------- --------- Long-Term Debt, net of current maturities: 9-1/8% Senior Notes 70,000 - 12% Senior Notes - 24,572 7-3/4% Convertible Subordinated Debentures - 46,000 --------- --------- 70,000 70,572 --------- --------- Deferred Credits and Other 2,793 2,801 Deferred Income Taxes 1,442 1,540 Commitments and Contingencies Shareholders' Equity: Preferred stock, $100 par value, 500,000 shares authorized, no shares issued Common stock, no par, 50,000,000 shares authorized, 28,281,401 and 28,111,289 shares issued in 1998 and 1997 57,268 57,251 Paid-in capital 85,852 84,785 Retained earnings (deficit) (80,513) (85,866) Treasury stock, 130,400 shares and 52,500 shares in 1998 and 1997 (853) (236) --------- --------- Total Shareholders' Equity 61,754 55,934 --------- --------- $ 177,373 $ 177,915 ========= ========= The accompanying notes are an integral part of these financial statements. - 2 - FRONTIER OIL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) For the six months ended June 30, 1998 1997 --------- --------- OPERATING ACTIVITIES Net income $ 5,353 $ 9,661 Gain on disposal of Canadian oil and gas properties - (23,301) Recognition of cumulative translation adjustment - 9,862 Extraordinary loss on retirement of debt 3,013 - Depreciation, depletion and amortization 5,198 8,387 Deferred credits and other (655) (205) Change in working capital from operations (6,896) (9,224) --------- --------- Net cash provided by (used in) operating activities 6,013 (4,820) INVESTING ACTIVITIES Additions to property and equipment: Continuing operations (8,349) (2,226) Discontinued operations - (3,298) Sale of Canadian oil and gas properties, net of transaction costs - 91,307 Other - (590) --------- --------- Net cash (used in) provided by investing activities (8,349) 85,193 FINANCING ACTIVITIES Borrowings: 9-1/8% Senior Notes 70,000 - Refining credit facility - 6,400 12% Senior Notes - 2,000 Repayments of debt: 12% Senior Notes, including redemption premium (25,423) - 7-3/4% Convertible Subordinated Debentures, including redemption premium (45,971) - Debt issuance costs (2,501) - Issuance of common stock 353 - Purchase of treasury stock (617) - Other (124) (113) --------- --------- Net cash (used in) provided by financing activities (4,283) 8,287 Effect of exchange rate changes on cash - (10) --------- --------- (Decrease) increase in cash and cash equivalents (6,619) 88,650 Cash and cash equivalents, beginning of period 21,735 5,183 --------- --------- Cash and cash equivalents, end of period $ 15,116 $ 93,833 ========= ========= The accompanying notes are an integral part of these financial statements. - 3 - FRONTIER OIL CORPORATION AND SUBSIDIARIES NOTES TO INTERIM FINANCIAL STATEMENTS June 30, 1998 (Unaudited) 1. FINANCIAL STATEMENT PRESENTATION FINANCIAL STATEMENT PRESENTATION The condensed consolidated financial statements include the accounts of Frontier Oil Corporation (formerly Wainoco Oil Corporation), a Wyoming Corporation, and its wholly owned subsidiaries, including Frontier Holdings Inc. (the "Refinery"), collectively referred to as Frontier or the Company. The annual meeting of the Company was held April 27, 1998 with the shareholders approving the change in corporate name from Wainoco Oil Corporation to Frontier Oil Corporation. These financial statements have been prepared by the registrant without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and include all adjustments (comprised of only normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that the financial statements included herein be read in conjunction with the financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1997. Frontier conducts its refining operations in the Rocky Mountain region of the United States. The Company's Cheyenne, Wyoming Refinery purchases the crude oil to be refined and markets the refined petroleum products produced, including various grades of gasoline, diesel fuel, asphalt and petroleum coke. Prior to the third quarter of 1997, the Company also explored for and produced oil and gas in Canada and prior to the first quarter of 1996 in the United States (together, the "oil and gas operations"). Operating results for the Company's oil and gas operations segment are presented as discontinued operations in the accompanying statements of operations. EARNINGS PER SHARE Basic earnings per share has been computed based on the weighted average number of common shares outstanding. Diluted earnings per share assumes the additional dilution for the exercise of in-the-money stock options. No adjustments to income are used in the calculation of earnings per share. The basic and diluted average shares outstanding are as follows: Six Months Ended Three Months Ended June 30 June 30 1998 1997 1998 1997 ---------- ---------- ---------- ---------- Basic 28,129,387 27,258,502 28,154,164 27,258,502 Diluted 28,887,049 27,258,502 28,911,826 27,437,537 COMPREHENSIVE INCOME Total comprehensive income for the six months and three months ended June 30, 1998 and 1997 is as follows: (in thousands) Six Months Ended Three Months Ended June 30 June 30 1998 1997 1998 1997 --------- --------- --------- --------- Net income $ 5,353 $ 9,661 $ 9,205 $ 18,140 Cumulative translation adjustment - (1,361) - (658) --------- --------- --------- --------- Comprehensive income $ 5,353 $ 8,300 $ 9,205 $ 17,482 ========= ========= ========= ========= - 4 - REFINED PRODUCT REVENUES Revenues are recognized when product ownership is transferred to the customer. Excise and other taxes on products sold are netted against revenues. NEW ACCOUNTING STATEMENT In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". The Statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. Statement 133 is effective for fiscal years beginning after June 15, 1999. A company may also implement the Statement as of the beginning of any fiscal quarter after issuance (that is, fiscal quarters beginning June 16, 1998 and thereafter). Statement 133 cannot be applied retroactively. Statement 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid contracts that were issued, acquired, or substantively modified after December 31, 1997 (and, at the company's election, before January 1, 1998). The Company has not yet quantified the impacts of adopting Statement 133 on the financial statements and has not determined the timing of or method of the adoption of Statement 133. However, the Statement could increase volatility in earnings and other comprehensive income. 2. SCHEDULE OF MAJOR COMPONENTS OF INVENTORY (in thousands) June 30, December 31, 1998 1997 -------- -------- Crude oil $ 1,979 $ 3,904 Unfinished products 5,250 6,338 Finished products 8,859 9,929 Chemicals 1,512 1,534 Repairs and maintenance supplies and other 6,262 5,961 -------- -------- $ 23,862 $ 27,666 ======== ======== 3. ISSUANCE OF SENIOR NOTES On February 9, 1998, the Company issued $70 million of 9-1/8% Senior Notes due 2006. The Notes are redeemable, at the option of the Company, at a premium of 104.563% after February 15, 2002, declining to 100% in 2005. Prior to February 15, 2002, the Company at its option may redeem the Notes at a defined make-whole amount. Interest is paid semiannually. The net proceeds were utilized to fund redemptions of the Company's 12% Senior Notes and 7-3/4% Convertible Subordinated Debentures as discussed in Note 4. 4. EXTRAORDINARY LOSS On February 10, 1998, the Company called for redemption the remaining $24.8 million of its 12% Senior Notes and the $46 million 7-3/4% Convertible Subordinated Debentures. The redemptions were completed on March 12, 1998. Holders of $731,000 of 7-3/4% Convertible Subordinated Debentures elected to convert into 83,542 shares of the Company's common stock. Based on the redemptions, the Company has recognized a first quarter extraordinary loss of $3,013,000 due to the redemption premiums on the Senior Notes and Convertible Debentures and the write-off of the related remaining debt issuance costs. The redemptions and retirement of these debt obligations were funded with proceeds from the issuance of the 9-1/8% Senior Notes as discussed in Note 3. - 5 - 5. REFINING CREDIT FACILITY The Refinery credit facility was amended in 1998 to extend the maturity from April 2, 1999 to June 30, 2000. An additional interest rate option was added based on the prevailing Federal Funds Rate plus 2-1/4%. - 6 - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1998 COMPARED WITH THE SAME PERIOD IN 1997 The Company had net income for the six months ended June 30, 1998 of $5.4 million, or $.19 per share, compared to net income of $9.7 million, or $.35 per share, for the same period in 1997. The 1998 results include a $3.0 million extraordinary loss on early retirement of debt. The 1997 results included a $23.3 million gain on the sale of the Canadian oil and gas operations which closed on June 16, 1997, a $9.9 million reduction to income in recognition of the cumulative translation adjustment and $1.7 million of income from Canadian oil and gas operations. The sale of the Canadian oil and gas operations closed on June 16, 1997, thus the 1997 operating results for the Company's oil and gas exploration and production segment have been presented as discontinued operations in the accompanying statements of operations. Frontier's primary continuing operation is its refining operation in the Rocky Mountain region of the United States. Operating income increased $8.6 million in 1998 as compared to 1997 due to an increase in the refined product spread (revenues less material costs) of $11.7 million offset by a decrease in other income of $287,000 and increases in refining operating expenses of $1.4 million, selling and general expenses of $708,000 and depreciation of $659,000. Refined product revenues and refining operating costs are impacted by changes in the price of crude oil. The price of crude oil was significantly lower in 1998 than in 1997. The refined product spread was $6.01 per bbl compared to $4.75 per bbl in 1997. The 1998 refined product spread increased due to an improved light/heavy crude oil spread and better by-product margins from lower crude oil prices. Both periods' refined product spreads were negatively impacted by first quarter declines in crude oil prices of approximately $3.7 million in 1998 and approximately $4.0 million in 1997. Inventories are recorded at the lower of cost on a first in, first out (FIFO) basis or market. Refined product revenues decreased $31.7 million or 17%. The decrease in refined product revenues resulted from a $6.11 per bbl decrease in average gasoline sales prices and a $6.98 per bbl decrease in average diesel sales prices. Refined product sales volumes increased 6% in 1998 over 1997 levels. Yields of gasoline and diesel decreased 9% and 2%, respectively in 1998 compared to the same period in 1997. The decrease in yields was due to the major turnaround, which commenced April 19, 1998 and was completed May 15, 1998, on the fluid catalytic cracking unit and alkylation and related units. Other income, which consists primarily of processing fees, decreased $287,000 to $943,000 in 1998 as compared to 1997. Other income for 1997 included a $496,000 foreign currency transaction gain while other income for 1998 includes sulfur credit sales of $360,000. Refining operating costs decreased $42 million or 24% from 1997 levels due to a decrease in material costs offset by an increase in operating expenses. Material costs per bbl decreased 33% or $6.83 per bbl in 1998 due to lower oil prices, increased use of heavy crude oil, an increase in the light/heavy spread and a 2% decrease in charge rates. During 1998, the Refinery increased its use of heavy crude oil by 1% and the heavy crude oil utilization rate expressed as a percentage of total crude oil increased to 93% in 1998 from 91% in 1997. The light/heavy spread increased 40% to average $4.77 per bbl in the six months of 1998. Refinery operating expenses increased $1.4 million in 1998 as compared to 1997, although refining operating expense per bbl decreased $.01 per bbl to $3.32 per bbl in 1998 due to higher sales volumes in 1998 as compared to 1997. The increase in refining operating expenses during 1998 was due to higher natural gas usage during the turnaround, increased chemical usage and increased transportation costs for asphalt and other product sales. Selling and general expenses increased $708,000 or 20% for the six months ended June 30, 1998 reflecting increases in salaries and benefits. Depreciation increased $659,000 or 15% in the 1998 six-month period as compared to the same period in 1997, attributable to increases in capital investment and the write-off of certain equipment replaced in connection with the turnaround work. The interest expense decrease of $5.2 million or 58% in 1998 was attributable to utilizing Canadian sale proceeds to retire debt during the third and fourth quarters of 1997. Average debt for the six months decreased from $161 million in 1997 to $85 million in 1998. - 7 - The price of light crude oil on the New York Mercantile Exchange has declined from $17.64 per bbl at the beginning of 1998 to $14.18 per bbl at June 30, 1998. The price of heavy crude oil has likewise declined. The low price of heavy crude oil has caused the production of some heavy crude oil in both Wyoming and Canada to become uneconomical. The Company is currently experiencing some shortfalls in heavy crude oil deliveries from Wyoming and Canada due to the shut-in of such production. Should the price of world crude oil remain at such low levels, the Company expects the shortfalls to continue and may increase in volume. The Company plans to utilize alternative crude oil for any shortfall; however, the alternative crude oil will be more costly than currently contracted heavy crude oil. THREE MONTHS ENDED JUNE 30, 1998 COMPARED WITH THE SAME PERIOD IN 1997 The Company had net income for the three months ended June 30, 1998 of $9.2 million, or $.33 per share, compared to net income of $18.1 million, or $.66 per share, for the same period in 1997. The 1997 results included a $23.3 million gain on the sale of the Canadian oil and gas operations which closed on June 16, 1997, a $9.9 million reduction to income in recognition of the cumulative translation adjustment and $167,000 of income from Canadian oil and gas operations. The sale of the Canadian oil and gas operations closed on June 16, 1997, thus the 1997 operating results for the Company's oil and gas exploration and production segment have been presented as discontinued operations in the accompanying statements of operations. Frontier's primary continuing operation is its refining operation in the Rocky Mountain region of the United States. Operating income increased $1.9 million in 1998 as compared to 1997 due to an increase in the refined product spread (revenues less material costs) of $5.4 million offset by a decrease in other income of $597,000, increases in refining operating expenses of $1.8 million, selling and general expenses of $436,000 and depreciation of $556,000. Refined product revenues and refining operating costs are impacted by changes in the price of crude oil. The price of crude oil was significantly lower in 1998 than in 1997. The refined product spread was $7.15 per bbl compared to $6.18 per bbl in 1997. The 1998 refined product spread increased due to an improved light/heavy crude oil spread and better by-product margins from lower crude oil prices. Refined product revenues decreased $11.5 million or 12%. The decrease in refined product revenues resulted from a $4.97 per bbl decrease in average gasoline sales prices and a $6.29 per bbl decrease in average diesel sales prices. Refined product sales volumes increased 6% in 1998 over 1997 levels. Yields of gasoline and diesel decreased 19% and 10%, respectively in 1998 compared to the same period in 1997. The decrease in yields was due to the major turnaround, which commenced April 19, 1998 and was completed May 15, 1998, on the fluid catalytic cracking unit and alkylation and related units. Other income, which consists primarily of processing fees, decreased $597,000 to $275,000 in 1998 as compared to 1997. Other income for 1997 included a $496,000 foreign currency transaction gain. Refining operating costs decreased $15 million or 18% from 1997 levels due to a decrease in material costs offset by an increase in operating expenses. Material costs per bbl decreased 28% or $5.28 per bbl in 1998 due to lower oil prices, a 10% decrease in charge rates due to the turnaround and an increase in the light/heavy spread. The light/heavy spread increased 45% to average $4.81 per bbl in the three months of 1998. Refining operating expense per bbl increased $.28 per bbl to $3.26 per bbl in 1998 due to higher turnaround accruals, higher natural gas usage during the turnaround and increased transportation costs for asphalt and other product sales in 1998 compared to 1997. Selling and general expenses increased $436,000 or 24% for the three months ended June 30, 1998 reflecting increases in salaries and benefits and a reallocation of certain costs in connection with the sale of the Canadian assets. Depreciation increased $556,000 or 25% in the 1998 three-month period as compared to the same period in 1997, attributable to increases in capital investment and the write-off of certain equipment replaced in connection with the turnaround work. The interest expense decrease of $2.7 million or 61% in 1998 was attributable to utilizing Canadian sale proceeds to retire debt during the third and fourth quarters of 1997. Average debt for the three months decreased from $161 million in 1997 to $74 million in 1998. - 8 - REFINING OPERATING STATISTICAL INFORMATION Six Months Ended Three Months Ended June 30, June 30, --------------------- --------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Raw material input (bpd) Light crude 2,265 3,187 2,237 3,064 Heavy crude 31,862 31,529 31,004 34,421 Other feed and blend stocks 5,518 5,777 4,712 4,856 --------- --------- --------- --------- Total 39,645 40,493 37,953 42,341 Manufactured product yields (bpd) Gasoline 15,307 16,860 13,368 16,456 Diesel 13,233 13,559 12,248 13,676 Asphalt and other 9,939 9,129 10,820 11,062 --------- --------- --------- --------- Total 38,479 39,548 36,436 41,194 Total product sales (bpd) Gasoline 21,935 20,324 22,687 20,359 Diesel 12,426 12,516 12,360 12,343 Asphalt and other 8,036 7,147 9,432 9,146 --------- --------- --------- --------- Total 42,397 39,987 44,479 41,848 Operating margin information (per sales bbl) Average sales price $ 19.94 $ 25.51 $ 20.75 $ 25.06 Material costs (under FIFO inventory accounting) 13.93 20.76 13.60 18.88 --------- --------- --------- --------- Product spread 6.01 4.75 7.15 6.18 Operating expenses excluding depreciation 3.32 3.33 3.26 2.98 Depreciation .67 .62 .69 .59 --------- --------- --------- --------- Operating margin $ 2.02 $ .80 $ 3.20 $ 2.61 Manufactured product margin before depreciation (per bbl) $ 2.74 $ 1.42 $ 4.04 $ 3.22 Purchased product margin (per purchased product bbl) $ 1.79 $ 1.74 $ 1.95 $ 1.74 Light/heavy crude spread (per bbl) $ 4.77 $ 3.40 $ 4.81 $ 3.32 Average sales price (per sales bbl) Gasoline $ 22.73 $ 28.84 $ 23.57 $ 28.54 Diesel 21.32 28.30 21.87 28.16 Asphalts and other 10.18 11.19 12.51 13.15 - 9 - LIQUIDITY AND CAPITAL RESOURCES On February 9, 1998, the Company issued $70 million of 9-1/8% Senior Notes due 2006 and received net proceeds of approximately $67.9 million. On February 10, 1998, the Company called for redemption the remaining $24.8 million of its 12% Senior Notes and $46 million of its 7-3/4% Convertible Subordinated Debentures. This redemption was completed on March 12, 1998 resulting in the payment of $71.4 million, including redemption premiums and the issuance of 83,542 shares of common stock. Under a stock repurchase plan, approved by the board of directors, 77,900 shares of common stock have been repurchased by the Company for $617,000. During the first six months of 1998, $6.0 million of cash flows were provided by operating activities. In 1997, $4.8 million of cash flows were used in operating activities. Consistent with the seasonality of its business, the Company invests in working capital during the first half of the year and recovers working capital investment in the second half of the year. In addition to normal seasonality, the impact of lower crude oil prices and the recently completed turnaround impacted working capital during 1998. The declines in crude oil prices reduced inventory values despite the increase in volumes of unfinished inventory built during the turnaround. Such unfinished products are currently being processed into finished products which will continue through the third quarter of 1998. Accounts payable for crude oil payments decreased because of lower crude prices while remaining accounts payable increased and accrued turnaround costs declined as turnaround expenditures were incurred and payments made. At June 30, 1998, the Company had $15.1 million of cash and $20 million available under the Refinery line of credit. The Company had working capital of $20.8 million at June 30, 1998. Additions to property and equipment in the first six months of 1998 of $8.3 million increased $2.8 million from the first six months in 1997 attributable to an increase of $6.1 million in Refinery capital expenditures in 1998 offset by the 1997 discontinued Canadian oil and gas operations capital expenditures of $3.3 million. Capital expenditures of approximately $15.5 million are planned for the Refinery in 1998, an increase of $2.5 million from prior plans as additional capital expenditures were incurred concurrent with the turnaround. - 10 - PART II - OTHER INFORMATION ITEM 1. Legal Proceedings - None, which in the opinion of management would have a material impact on the registrant. ITEM 2. Changes in Securities - There have been no changes in the constituent instruments defining the rights of the holders of any class of registered securities during the current quarter. ITEM 3. Defaults Upon Senior Securities - None. ITEM 4. Submission of Matters to a Vote of Security Holders - None. ITEM 5. Other Information - None. ITEM 6. Exhibits and Reports on Form 8-K - (a) Exhibits 10.01 - First Amendment to Amended and Restated Revolving Credit and Letter of Credit Agreement dated June 30, 1998 among Frontier Oil and Refining Company, certain banks and Union Bank of California. 27 - Financial Data Schedule (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FRONTIER OIL CORPORATION By: /s/ Jon D. Galvin --------------------------- Jon D. Galvin Vice President - Controller Date: July 28, 1998