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 September 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. 29,205,372 Class A as of October 31, 1995 2,000,000 Class B as of October 31, 1995 2 PART I - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Net earnings were $45.0 million for the quarter ended September 30, 1995 compared to $28.0 million during the same period last year. Sales and other operating revenues were $916.0 million compared to $918.0 million for third quarter 1994. Earnings per share were $1.44 compared to $.90 per share for the third quarter of last year. For the nine months of 1995, net earnings were $120.2 million, compared to $66.3 million for the same period in 1994. Earnings for 1994 included $16 million after-tax inventory gains related to crude and product price improvement from the end of 1993. However, the gain was largely offset by accruals for various contingencies, including a provision of $9.2 million for future environmental remediation projects. Sales and other operating revenues for the first nine months of 1995 were $2.7 billion compared to $2.5 billion in the first nine months of 1994. Upstream - Earnings in the third quarter were below third quarter last year because of lower natural gas prices and reduced production volumes due to sales of nonstrategic assets. Geographic consolidation contributed to operating cost reductions. Increased exploration drilling continues on the Company's promising prospects. Through the first nine months, earnings were below the same period last year due to lower natural gas prices, lower oil volumes and higher dry hole and seismic costs, only partially offset by higher oil prices, lower production expenses and higher natural gas marketing earnings. Downstream - Third quarter downstream earnings were below the same period last year. Excellent operations, including record throughput at the Port Arthur, Texas, Refinery, partially offset poor Gulf Coast fuels refining margins in the third quarter. For the nine months, earnings were below the same period of last year primarily due to 1994 inventory gains, lower current year refining margins, and higher maintenance costs which were only partially offset by better operations. 3 Chemicals - Chemical earnings were up from 1994. For the three and nine month periods ended September 30, 1995 compared to the same periods in 1994, lower sales volumes due primarily to supply limitations caused mainly by low inventories were more than offset by improved margins. Construction of the expansions at the La Porte, Texas, polypropylene plant and the Carville, Louisiana, polystyrene plant continued in the third quarter. The La Porte expansion, which will make it the largest single site polypropylene plant in the world, will be completed during the fourth quarter. At Carville, construction is projected to be completed in the second quarter of 1996, which will make it the largest single site polystyrene plant in the world. The styrene monomer plant located at Carville, Louisiana, already the largest in the world, is also being expanded in the fourth quarter. 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 is required to adopt the Statement no later than the first quarter of 1996. The Company is currently assessing the effects of the provisions of Statement No. 121 which is expected to result in an impairment of the Company's oil and gas properties. The Company's regular quarterly dividend of $.60 per share was paid on September 18, 1995 to shareholders of record on September 6, 1995. The Board of Directors declared the Company's regular quarterly dividend of $.60 per share which will be paid on December 13, 1995 to shareholders of record on December 1, 1995. 4 FINA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) SEPTEMBER 30, DECEMBER 31, 1995 1994 ------------- ------------ ASSETS Current assets: Cash and cash equivalents $4,156 $3,533 Accounts and notes receivable 368,725 365,614 Inventories 318,990 286,538 Prepaid expenses and other current assets 34,012 30,394 ------------ ------------ Total current assets 725,883 686,079 ------------ ------------ Property, plant, and equipment; net of $1,313,717 accumulated depreciation at 9/30/95 1,685,583 1,691,062 Other assets 123,688 116,721 ------------ ------------ $2,535,154 $2,493,862 ============ ============ LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Short term obligations $50,000 $57,000 Current installments of long term debt and lease obligations 84,583 61,014 Accounts payable and accrued liabilities 441,190 452,387 ------------ ------------ Total current liabilities 575,773 570,401 ------------ ------------ Long term debt, excluding current installments 473,888 531,162 Other deferred credits and liabilities 272,985 247,492 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 29,204,772 and 29,189,404 shares in 1995 and 1994 14,602 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 450,506 450,029 Retained earnings 746,400 679,183 ------------ ------------ Total stockholders' equity 1,212,508 1,144,807 Commitments and contingencies (note 3) - - ------------ ------------ $2,535,154 $2,493,862 ============ ============ See accompanying notes to consolidated financial statements. 5 FINA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED SEPT. 30, NINE MONTHS ENDED SEPT. 30, ---------------------------- ---------------------------- 1995 1994 1995 1994 ------------ ------------ ------------ ------------ Revenues: Sales and other operating revenues $916,287 $918,237 $2,744,827 $2,533,768 Interest and other, net (2,957) 4,760 (13,696) 11,183 ------------ ------------ ------------ ------------ 913,330 922,997 2,731,131 2,544,951 ------------ ------------ ------------ ------------ Costs and expenses: Cost of raw materials and products purchased 669,855 704,071 2,022,066 1,885,306 Direct operating expenses 89,554 92,240 268,308 294,196 Selling, general, and administrative expenses 21,674 20,157 63,790 62,363 Taxes, other than on income 10,714 10,879 33,847 34,711 Dry holes and abandonments 955 1,706 7,178 4,095 Depreciation, depletion, amortization, and lease impairment 41,152 41,921 115,897 132,156 Interest charges, net 10,221 10,834 33,711 32,888 ------------ ------------ ------------ ------------ 844,125 881,808 2,544,797 2,445,715 ------------ ------------ ------------ ------------ Earnings before income taxes 69,205 41,189 186,334 99,236 Income taxes 24,232 13,216 66,085 32,889 ------------ ------------ ------------ ------------ Net earnings (note 4) $44,973 $27,973 $120,249 $66,347 ============ ============ ============ ============ Earnings per common share (note 2) $1.44 $0.90 $3.85 $2.13 ============ ============ ============ ============ See accompanying notes to consolidated financial statements. 6 FINA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (IN THOUSANDS) (UNAUDITED) 1995 1994 ----------- ------------ Cash flows provided by operating activities $214,821 $176,627 Cash flows from investing activities: Capital Expenditures (131,821) (66,143) Proceeds from disposal of assets 13,162 48,834 Investments in and advances to affiliates (1,975) (1,760) ----------- ------------ Net cash used in investing activities (120,634) (19,069) ----------- ------------ Cash flows from financing activities: Additions to long term debt and lease obligations 0 26,033 Payments of long term debt and lease obligations (34,015) (159,402) Net change in short term obligations (7,000) 16,000 Issuance of common stock 484 78 Dividends paid (53,033) (40,544) ----------- ------------ Net cash used in financing activities (93,564) (157,835) ----------- ------------ Net decrease in cash and cash equivalents 623 (277) Cash and cash equivalents at beginning of period 3,533 3,276 ----------- ------------ Cash and cash equivalents at end of period $4,156 $2,999 =========== ============ See accompanying notes to consolidated financial statements. 7 FINA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 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 oustanding 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 is 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 31,202,172 and 31,188,604 for the three months ended September 30, 1995 and 1994, respectively. The weighted average number of outstanding shares was 31,195,051 and 31,187,644 for the nine months ended September 30, 1995 and 1994, respectively. (3) The Company is contingently liable under pending lawsuits and other claims, some of which involve substantial 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 nine-month period ended September 30, 1994 include $16 million after-tax 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. 8 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. No Form 8-K's were filed during the period July 1 through September 30, 1995. Exhibits: (incorporated herein by reference) (27) Financial Data Schedule 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: November 14, 1995 BY:/S/ YVES BERCY ------------------------------------ Yves Bercy Vice President, Chief Financial Officer and Treasurer 9 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule