1 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, 1995 ------------- 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 1-4014 FINA, Inc. ---------- (Exact name of registrant as specified in its charter) Delaware 13-1820692 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Fina Plaza, Dallas, Texas 75206 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 750-2400 -------------- 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 over the past 90 days. Yes X No --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 29,202,372 Class A as of July 25, 1995 ---------- 2,000,000 Class B as of July 25, 1995 ---------- 2 FINA, Inc. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) JUNE 30, DECEMBER 31, 1995 1994 ---------- ------------ Assets Current assets: Cash and cash equivalents $5,004 $3,533 Accounts and notes receivable 357,312 365,614 Inventories 317,947 286,538 Prepaid expenses and other current assets 38,753 30,394 ---------- ---------- Total current assets 719,016 686,079 ---------- ---------- Property, plant, and equipment; net of $1,285,224 accumulated depreciation at 6/30/95 1,666,152 1,691,062 Other assets 122,991 116,721 ---------- ---------- $2,508,159 $2,493,862 ========== ========== Liabilities and Stockholders' Equity Current liabilities: Short term obligations $49,000 $57,000 Current installments of long term debt and lease obligations 84,476 61,014 Accounts payable and accrued liabilities 422,246 452,387 ---------- ---------- Total current liabilities 555,722 570,401 ---------- ---------- Long term debt, excluding current installments 502,376 531,162 Other deferred credits and liabilities 264,049 247,492 Stockholders' equity: (note 2) Preferred stock of $1 par value. Authorized 4,000,000 shares; none issued - - Class A common stock of 50 cents par value. Authorized 38,000,000 shares; issued and outstanding 29,197,772 and 29,189,404 shares in 1995 and 1994 14,599 14,595 Class B common stock of 50 cents par value. Authorized and issued 2,000,000 shares 1,000 1,000 Additional paid-in capital 450,264 450,029 Retained earnings 720,149 679,183 ---------- ---------- Total stockholders' equity 1,186,012 1,144,807 Commitments and contingencies (note 3) - - ---------- ---------- $2,508,159 $2,493,862 ========== ========== See accompanying notes to consolidated financial statements. 3 FINA, Inc. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, --------------------------- --------------------------- 1995 1994 1995 1994 ---------- ----------- ---------- ---------- Revenues: Sales and other operating revenues $965,352 $838,081 $1,828,540 $1,615,531 Interest and other, net (8,889) 6,388 (10,739) 6,423 -------- -------- ---------- ---------- 956,463 844,469 1,817,801 1,621,954 -------- -------- ---------- ---------- Costs and expenses: Cost of raw materials and products purchas $715,437 619,823 1,352,211 1,181,235 Direct operating expenses $90,264 109,175 178,754 201,956 Selling, general, and administrative expen $21,310 21,742 42,116 42,206 Taxes, other than on income $11,222 11,356 23,133 23,832 Dry holes and abandonments $4,707 1,743 6,223 2,389 Depreciation, depletion, amortization, and lease impairment $36,300 47,819 74,745 90,235 Interest charges, net 11,532 11,548 23,490 22,054 -------- -------- ---------- ---------- 890,772 823,206 1,700,672 1,563,907 -------- -------- ---------- ---------- Earnings before income taxes 65,691 21,263 117,129 58,047 Income taxes 23,905 7,906 41,853 19,673 -------- -------- ---------- ---------- Net earnings (note 4) $41,786 $13,357 $75,276 $38,374 ======== ======== ========== ========== Earnings per common share: (note 2) $1.34 $0.43 $2.41 $1.23 ======== ======== ========== ========== See accompanying notes to consolidated financial statements. 4 FINA, Inc. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (IN THOUSANDS) (UNAUDITED) 1995 1994 -------- ------- Cash flows provided by operating activities $107,817 $96,091 Cash flows from investing activities: Capital Expenditures (69,122) (43,266) Proceeds from disposal of assets 12,456 20,027 Investments in and advances to affiliates (2,119) (1,864) -------- ------- Net cash provided by (used in) investing activities (58,785) (25,103) -------- ------- Cash flows from financing activities: Additions to long term debt and lease obligations 0 25,000 Payments of long term debt and lease obligations (5,489) (55,978) Net change in short term obligations (8,000) (14,000) Issuance of common stock 239 36 Dividends paid (34,311) (24,950) -------- ------- Net cash used in financing activities (47,561) (69,892) -------- ------- Net decrease in cash and cash equivalents 1,471 1,096 Cash and cash equivalents at beginning of period 3,533 3,276 -------- ------- Cash and cash equivalents at end of period $5,004 $4,372 ======== ======= See accompanying notes to consolidated financial statements. 5 FINA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1995 (UNAUDITED) (1) The information furnished reflects all adjustments which are, in the opinion of management, necessary to a fair presentation of the results of the interim periods presented. (2) Earnings per common share is based on the weighted average number of outstanding shares. Shares issuable upon the exercise of stock options are excluded from the computation since their effect is insignificant. The Company declared a two-for-one stock split with record date of May 2, 1995, at close of business. The par value will be 50 cents per share of both Class A and Class B stock. Share and per share amounts in the accompanying financial statements have been adjusted retroactively to reflect the stock split. The weighted average number of outstanding shares was 31,192,747 and 31,187,304 for the three months ended June 30, 1995 and 1994, respectively. The weighted average number of outstanding shares was 31,191,371 and 31,187,178 for the six months ended June 30, 1995 and 1994, respectively. (3) The Company is contingently liable under pending lawsuits and other claims, some of which involve sustantial sums. Considering certain liabilities which have been set up for the lawsuits and claims, and the difficulty in determining the ultimate liability in some of these matters, internal counsel is of the opinion that the amounts, if any, which ultimately might be due in connection with such lawsuits and claims would not have a material adverse effect upon the Company's consolidated financial condition. (4) Earnings for the three-month period ended June 30, 1994 include $16 million after-tax of inventory gains related to crude and product price improvement since the end of 1993. The earnings effect of the gain was largely offset by accruals for various contingencies. Accruals include a provision of $9.2 million for future environmental remediation projects. (5) The notes to the consolidated financial statements on pages 20 through 32 of the Company's 1994 Form 10-K are an integral part of these consolidated financial statements. 6 PART I - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Net earnings were $41.8 million for the quarter ended June 30, 1995 compared to $13.4 million during the same period last year. Second quarter 1995 earnings reflect higher chemicals margins and the lowest industry fuels refining margins in several years. They also reflect lower chemicals volumes and lower natural gas prices than in the same period of 1994. Sales and other operating revenues for second quarter 1995 were $965.3 million compared to $838.1 million for second quarter 1994. The increased revenues were primarily attributable to (a) increased prices in the Downstream and Chemicals segments and (b) higher Downstream volumes, partially offset by (c) natural gas volume and price decreases and (d) lower chemicals volumes. Earnings per share for second quarter 1995 were $1.34 per share compared to $0.43 for second quarter 1994. For the first six months of 1995, net earnings were $75.3 million, compared to $38.4 million for the same period in 1994. The increase in net earnings was generally due to higher chemical margins. Sales and other operating revenues for the first six months of 1995 were $1.8 billion compared to $1.6 billion for the first half of 1994. Earnings per share for the six months ended June 30, 1995 were $2.41 compared to $1.23 at June 30, 1994. Per share earnings reflect a 2-for-1 stock split which occurred of record at close of business on May 2, 1995. Outstanding Class A Common Stock increased from 14,595,269 to 29,190,538 shares, and outstanding Class B Common Stock increased from 1 million to 2 million shares. Prior year's per share earnings have been adjusted consistent with the stock split. In July 1995 the Company committed to maintain its subsidiary's one-third ownership interest in a propylene splitter facility at Mont Belvieu, Texas by participating in an expansion project that would double the facility's capacity. The facility is expected to increase its total capacity to 1,440,000,000 lbs/yr. The Board of Directors approved increasing the 1995 capital expenditures from the previously disclosed estimate of $215 million to a revised 1995 projected capital expenditure amount of $217 million. The expansion of the propylene splitter facility will help ensure adequate supplies of propylene feedstock to the polypropylene plant when its expansion becomes operational later this year. 7 Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and Long- Lived Assets to Be Disposed Of", was issued by the Financial Accounting Standards Board in March 1995. The Company expects to adopt the provisions of Statement No. 121 in accordance with the standard and not later than 1996. The Company is currently assessing the effects of the provisions of Statement No. 121. Upstream - Earnings and revenues in the second quarter of 1995 were lower than second quarter 1994 reflecting lower natural gas prices and lower crude volumes. The Company is focusing on developing its exploration prospects and has increased drilling activity on promising prospects. First half 1995 operating expenses were reduced 18% from 1994. Natural gas sales prices dropped 26% in the first six months of 1995 while crude prices increased 19% compared to the same period last year. Natural gas marketing achieved higher net income on lower volumes while sales volume decreased 36% from the same period in 1994 due primarily to reduced spot trading. Downstream - Total average daily refining throughput was 210,500 barrels per day in second quarter 1995 compared to 208,400 barrels per day in the same period of 1994. The Port Arthur, Texas Refinery set several throughput records during second quarter 1995. Earnings declined as industry fuels refining margins fell to the lowest levels in several years. In Marketing, progress was made toward adding high quality distributors in key markets. Chemicals - Sales volumes in the second quarter decreased primarily due to lower polypropylene, polystyrene and polyethylene sales. With margin increases in all product lines, chemicals earnings improved over last year's first half, even with lower production due to operating interruptions at some plants. The previously announced polypropylene expansion project is ahead of schedule and will be complete fourth quarter 1995. In polystyrene, an expansion project at the Carville plant was begun in the first half with completion scheduled by mid 1996. The Company's Annual Meeting of the Shareholders was held April 12, 1995. All members of the Board of Directors were reelected. Since that time, however, the Company has received a resignation letter from Henrique Bandiera Vieira, to be effective on August 16, 1995. 8 The Board of Directors elected three new Vice Presidents to newly created positions at its April meeting. Also elected was a new Controller filling an opening vacated by a retirement. Four Vice Presidents were promoted to Senior Vice President. The Company's regular quarterly dividend of $.60 per share was paid on June 15, 1995 to shareholders of record on June 2, 1995. 9 Part II - OTHER INFORMATION Item 1. Legal Proceedings. Not Applicable Item 2. Changes in Securities. (a) Not Applicable (b) Not Applicable Item 3. Defaults upon Senior Securities. Not Applicable Item 4. Submission of Matters to a Vote of Security Holders. Not Required Item 5. Other Information. Not Applicable Item 6. Exhibits and Reports on Form 8-K. Exhibit 27 Financial Data Schedule No Form 8-K's were filed during the period April 1, through June 30, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FINA, Inc. (REGISTRANT) Date: August 11, 1995 BY: ___________________ Yves Bercy Vice President, Chief Financial Officer and Treasurer 10 EXHIBIT INDEX EXHIBIT Number Description ------- ----------- 27 Financial Data Schedule