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, 1996
-------------------
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.
29,216,172 Class A as of October 21, 1996
2,000,000 Class B as of October 21, 1996
2
FINA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
1996 1995
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 1,617 $ 7,271
Accounts and notes receivable 465,651 336,246
Inventories 324,355 301,496
Prepaid expenses and other current assets 53,740 43,418
---------- ----------
Total current assets 845,363 688,431
---------- ----------
Property, plant, and equipment; net of $1,470,785 accumulated
depreciation at 6/30/96 and $1,388,645 at 12/31/95 1,677,174 1,662,887
Other assets 195,818 136,400
---------- ----------
$2,718,355 $2,487,718
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term obligations $ 119,365 $ 20,000
Current installments of long term debt and lease obligations 36,397 35,474
Accounts payable and accrued liabilities 525,971 488,455
---------- ----------
Total current liabilities 681,733 543,929
---------- ----------
Long term debt, excluding current installments 518,977 498,446
Other deferred credits and liabilities 286,748 267,286
Stockholders' equity:
Preferred stock of $1 par value. Authorized 4,000,000 shares;
none issued -- --
Class A common stock of $.50 par value. Authorized
38,000,000 shares; issued and outstanding 29,216,172 and
29,207,572 shares in 1996 and 1995 14,608 14,604
Class B common stock of $.50 par value. Authorized
and issued 2,000,000 shares 1,000 1,000
Additional paid-in capital 450,898 450,601
Retained earnings 764,391 711,852
---------- ----------
Total stockholders' equity 1,230,897 1,178,057
Commitments and contingencies -- --
---------- ----------
$2,718,355 $2,487,718
========== ==========
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 NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
-------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Revenues:
Sales and other operating revenues $ 993,264 $ 916,287 $ 3,005,669 $ 2,744,827
Interest and other, net (947) (2,957) (3,965) (13,696)
----------- ----------- ----------- -----------
992,317 913,330 3,001,704 2,731,131
----------- ----------- ----------- -----------
Costs and expenses:
Cost of raw materials and products purchased 743,170 669,855 2,270,754 2,022,066
Direct operating expenses 100,654 89,554 290,716 268,308
Selling, general, and administrative expenses 19,882 21,674 63,883 63,790
Taxes, other than on income 12,127 10,714 36,022 33,847
Dry holes and abandonments 2,948 955 10,468 7,178
Depreciation, depletion, amortization,
and lease impairment 44,456 41,152 125,359 115,897
Interest charges, net 9,189 10,221 28,684 33,711
----------- ----------- ----------- -----------
932,426 844,125 2,825,886 2,544,797
----------- ----------- ----------- -----------
Earnings before income taxes 59,891 69,205 175,818 186,334
Income taxes 21,025 24,232 60,851 66,085
----------- ----------- ----------- -----------
Net earnings $ 38,866 $ 44,973 $ 114,967 $ 120,249
=========== =========== =========== ===========
Earnings per common share (note 2) $1.25 $1.44 $3.68 $3.85
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
FINA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(IN THOUSANDS)
(UNAUDITED)
1996 1995
--------- ---------
Cash flows from operating activities:
Net earnings (loss) 114,967 120,249
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation, depletion, amort., lease impairment & aband. 125,662 116,717
Net equity in losses of affiliates 4,046 6,186
Loss (gain) on sale of assets (3,003) 7,118
Changes in assets and liabilities:
Accounts and notes receivable (note 4) (129,405) (3,110)
Inventories (22,859) (32,452)
Prepaid expenses and other current assets (10,322) (3,618)
Accounts payable and accrued liabilities 25,080 (13,180)
Current and deferred income taxes 36,202 25,228
Other (30,582) (8,317)
--------- ---------
Net cash provided by operating activities 109,786 214,821
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment (146,340) (131,821)
Proceeds from sale of assets 12,683 13,162
Investments in and advances to affiliates (note 5) (40,475) (1,975)
--------- ---------
Net cash used in investing activities (174,132) (120,634)
--------- ---------
Cash flows from financing activities:
Additions to long term debt and lease obligations 254,418 0
Payments of long term debt and lease obligations (232,964) (34,015)
Net change in short term obligations 99,365 (7,000)
Issuance of common stock 302 484
Dividends paid (62,429) (53,033)
--------- ---------
Net cash used in financing activities 58,692 (93,564)
--------- ---------
Net increase (decrease) in cash and cash equivalents (5,654) 623
Cash and cash equivalents at beginning of year 7,271 3,533
--------- ---------
Cash and cash equivalents at end of year $ 1,617 $ 4,156
========= =========
5
FINA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(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. The results of operations for the
three and nine months ended September 30, 1996 are not necessarily
indicative of the operating results for the full fiscal year.
(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 weighted average number of outstanding shares was 31,216,172 and
31,202,172 for the three months ended September 30, 1996 and 1995,
respectively. The weighted average number of outstanding shares was
31,213,352 and 31,195,051 for the nine months ended September 30, 1996
and 1995, 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) The Company sold certain accounts receivable with recourse, with
balances sold of $0 at September 30, 1996, and $80,000,000 at December
31, 1995. The $80,000,000 change in the balance results in a decrease
in the 1996 cash flows provided by operating activities.
(5) The Company has guaranteed a bank note of a 50% equity joint venture,
Cos-Mar Company. The balance was $0 at September 30, 1996, and
$40,000,000 at December 31, 1995.
(6) The notes to the consolidated financial statements on pages 19 through
32 of the Company's 1995 Form 10-K are an integral part of these
consolidated financial statements.
(7) On July 18, 1996 the Company issued $125,000,000 in debt securities on
an unsecured basis. All of the proceeds were used to repay outstanding
debt.
6
(8) Fina Oil and Chemical Company ("FOCC"), a wholly-owned subsidiary of
FINA, Inc., is the main operating subsidiary of the Company whose
principle lines of business include crude oil and natural gas
exploration and production; petroleum products refining, supply and
transportation and marketing; and chemicals manufacturing and
marketing. Following is summary consolidated financial data for FOCC
(in thousands).
September 30, December 31,
1996 1995
------------ ------------
Current assets $ 810,812 $ 638,835
Noncurrent assets 1,837,505 1,762,093
Current liabilities (650,336) (493,078)
Noncurrent liabilities (1) (1,786,070) (1,794,887)
----------- -----------
Net Assets $ 211,911 $ 112,963
=========== ===========
Three Months Ended September 30, Nine Months Ended September 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
Sales and other operating revenues $ 917,420 $ 862,585 $2,736,037 $2,583,722
========== ========== ========== ==========
Gross profit(2) $ 90,540 $ 101,252 $ 259,664 $ 297,224
========== ========== ========== ==========
Net earnings $ 37,664 $ 42,301 $ 101,113 $ 116,823
========== ========== ========== ==========
(1) Primarily consists of payables to related parties.
(2) Gross profit is defined as sales and other operating revenues less cost of
raw materials and products purchased; direct operating expenses; taxes,
other than on income; and depreciation, depletion, amortization and lease
impairment.
7
PART I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Net earnings were $38,866,000 for the quarter ended September 30, 1996
compared to $44,973,000 for the third quarter of 1995. Sales and other
operating revenues were $993,264,000 compared to $916,287,000 for third quarter
1995. Earnings per share were $1.25 compared to $1.44 per share for the third
quarter of last year.
The net earnings decrease in the third quarter 1996 was largely
attributable to lower industry chemicals and Gulf Coast refining margins,
partially offset by increased natural gas production volumes, higher crude oil
and natural gas prices, and higher Chemical sales volumes. Upstream
(exploration, production and natural gas marketing) earnings increased with
higher crude oil and natural gas prices, higher natural gas volumes, and lower
lifting costs. Increased Chemicals sales volumes partially offset lower
Chemicals margins. In the Downstream (refining, marketing and supply and
transportation) refining margins declined from the same period last year.
For the nine months, net earnings were $114,967,000 compared to
$120,249,000 for the same period in 1995. Higher natural gas production volumes,
increased crude oil and natural gas prices, and higher Chemicals sales volumes
were more than offset by lower industry chemicals and Gulf Coast refining
margins. Sales and other operating revenues increased to $3,005,669,000 during
the nine-month period compared to $2,744,827,000 for the same period in 1995,
reflecting improved prices in the Upstream and Downstream, and higher Upstream
and Chemicals sales volumes.
Capital expenditures for the nine months were $148,415,000 compared
to $131,821,000 for the same period in 1995, with increased exploration and
development activities in the Upstream and enhancement projects at the Big
Spring Refinery. An increase to the capital budget of $63,200,000 was approved
by the Board of Directors for increased drilling activities and to finance
a marketing related equity investment. The total capital budget for 1996 is
now $263,100,000.
In the Upstream, earnings before interest and income taxes (EBIT)
improved to $11,428,000 in the third quarter of 1996 compared to a loss of
$4,020,000 for the same period in 1995. For the nine-month period of 1996,
Upstream EBIT was $44,488,000 compared to a loss of $15,333,000 for the same
period in 1995. Both the third quarter and nine months improvements were due
to higher crude oil and natural gas prices, higher natural gas volumes, and
lower lifting costs. The step-out drilling and development activities,
including the recently completed Pharr 26 natural gas well in Hidalgo County,
Texas which is currently producing 15 million cubic feet per day, increased
production volumes in the third quarter.
In the Downstream, earnings before interest and income taxes (EBIT)
decreased to a loss of $1,317,000 in the third quarter of 1996 compared to a
gain of $5,034,000 for the same period in 1995. For the nine-month period of
1996, Downstream EBIT was $1,848,000 compared to $19,441,000 for the same period
in 1995. The primary cause of decreased EBIT in both periods was lower industry
Gulf Coast refining margins for fuels and aromatics which are especially
important to the Port Arthur, Texas Refinery. Operations at the Port Arthur,
Texas Refinery were generally excellent with many throughput records and
operations reliability.
Chemicals EBIT for the third quarter was $63,089,000 which was a
decrease from third quarter 1995's EBIT of $82,566,000. For the nine month
period of 1996, EBIT of $171,026,000 was down from the corresponding period in
1995 of $ 227,814,000. Compared to the nine months of 1995, sales and
production volume increases of more than twenty percent , principally due to
expansions in the polypropylene and polystyrene plants, were more than offset by
lower industry margins. At the Polypropylene Plant in LaPorte, Texas, a
500,000,000 pound per year expansion, which started up at the end of 1995, made
it the largest in the world and helped increase sales volumes. Capacity was
doubled at the joint venture Propylene Splitter Plant near Houston with the
mid-August start-up of a second line, which increased the integrated supply of
polymer grade propylene to the Polypropylene Plant. A recently announced
expansion of the High Density Polyethylene Plant near Houston will double the
facility's production capacity to 850,000,000 pounds per year when completed in
mid 1998.
8
The Company's regular quarterly dividend of $.70 per share was paid on
September 16, 1996 to shareholders of record on September 3, 1996. On October
24, 1996, the Board of Directors voted a regular quarterly dividend of $.70 per
share to be paid on December 17, 1996 to shareholders of record on December 3,
1996.
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 Applicable
Item 5. Other Information.
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
A Form 8-K was filed on July 17, 1996 discussing the issuance of $125
million in debt.
Exhibits incorporated herein by reference:
(27) Financial Data Schedule
10
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 13, 1996
BY: /s/ YVES BERCY
--------------------------------
Yves Bercy
Vice President, Chief Financial
Officer and Treasurer
11
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
27 Financial Data Schedule