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 March 31, 1997 -------------- 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. 29,217,172 Class A as of April 28, 1997 2,000,000 Class B as of April 28, 1997 2 FINA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS) (UNAUDITED) MARCH 31, DECEMBER 31, 1997 1996 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 8,156 $ 1,585 Accounts and notes receivable 557,591 552,553 Inventories 309,135 318,565 Prepaid expenses and other current assets 32,999 31,995 ---------- ---------- Total current assets 907,881 904,698 ---------- ---------- Property, plant, and equipment; net of $1,546,981 accumulated depreciation at 3/31/97 and $1,504,018 at 12/31/96 1,697,369 1,720,965 Other assets 230,804 230,159 ---------- ---------- $2,836,054 $2,855,822 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short term obligations $ 74,858 $ 71,735 Current installments of long term debt and lease obligations 37,456 37,188 Accounts payable and accrued liabilities 590,168 633,034 ---------- ---------- Total current liabilities 702,482 741,957 ---------- ---------- Long term debt, excluding current installments 583,200 587,290 Other deferred credits and liabilities 285,754 279,290 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 29,217,172 and 29,216,172 shares in 1997 and 1996 14,609 14,608 Class B common stock of $.50 par value. Authorized and issued 2,000,000 shares 1,000 1,000 Additional paid-in capital 450,933 450,899 Retained earnings 798,076 780,778 ---------- ---------- Total stockholders' equity 1,264,618 1,247,285 Commitments and contingencies -- -- ---------- ---------- $2,836,054 $2,855,822 ========== ========== 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 MARCH 31, ---------------------------- 1997 1996 ---------- ---------- Revenues: Sales and other operating revenues $1,114,068 $ 965,115 Interest and other, net 5,375 (2,715) ---------- ---------- 1,119,443 962,400 ---------- ---------- Costs and expenses: Cost of raw materials and products purchased 878,116 724,868 Direct operating expenses 87,927 93,791 Selling, general, and administrative expenses 21,427 20,673 Taxes, other than on income 14,351 11,974 Dry holes and abandonments 2,055 4,115 Depreciation, depletion, amortization, and lease impairment 47,478 39,683 Interest charges, net 9,605 9,738 ---------- ---------- 1,060,959 904,842 ---------- ---------- Earnings before income taxes 58,484 57,558 Income taxes 19,334 19,536 ---------- ---------- Net earnings $ 39,150 $ 38,022 ========== ========== Earnings per common share - (note 2) $ 1.25 $ 1.22 ========== ========== See accompanying notes to consolidated financial statements. 4 FINA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (IN THOUSANDS) (UNAUDITED) 1997 1996 ---------- ---------- Cash flows from operating activities: Net earnings 39,150 38,022 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation, depletion, amort., lease impairment & aband 47,584 39,735 Net equity in losses of affiliates 1,605 1,274 Loss (gain) on sale of assets (6,176) (352) Changes in assets and liabilities: Accounts and notes receivable (5,038) (82,672) Inventories 9,430 (3,862) Prepaid expenses and other current assets (1,004) (4,724) Accounts payable and accrued liabilities (45,959) 67,948 Current and deferred income taxes 9,967 11,752 Other (2,143) (20,114) ---------- ---------- Net cash provided by operating activities 47,416 47,007 ---------- ---------- Cash flows from investing activities: Additions to property, plant and equipment (24,744) (38,588) Proceeds from sale of assets 8,424 7,207 Investments in and advances to affiliates (2,009) (570) ---------- ---------- Net cash used in investing activities (18,329) (31,951) ---------- ---------- Cash flows from financing activities: Additions to long term debt and lease obligations 18 0 Payments of long term debt and lease obligations (3,840) (3,301) Net change in short term obligations 3,123 4,000 Issuance of common stock 35 171 Dividends paid (21,852) (18,727) ---------- Net cash used in financing activities (22,516) (17,857) ---------- ---------- Net increase (decrease) in cash and cash equivalents 6,571 (2,801) Cash and cash equivalents at beginning of year 1,585 7,271 ---------- ---------- Cash and cash equivalents at end of year $ 8,156 $ 4,470 ========== ========== 5 FINA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 (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 months ended March 31, 1997 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 31,216,722 and 31,209,997 for the three months ended March 31, 1997 and 1996, 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 notes to the consolidated financial statements on pages 19 through 34 of the Company's 1996 Form 10-K are an integral part of these consolidated financial statements. (5) 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). March 31, December 31, 1997 1996 ----------- ----------- Current assets $ 846,188 $ 818,116 Noncurrent assets 1,892,508 1,914,715 Current liabilities (642,390) (659,894) Noncurrent liabilities (1) (1,943,649) (1,956,490) =========== =========== Net Assets $ 152,657 $ 116,447 =========== =========== Three Months Ended March 31, ---------------------------- 1997 1996 ---------- ---------- Sales and other operating revenues $ 960,099 $ 857,808 ========== ========== Gross profit (2) $ 82,608 $ 77,534 ========== ========== Net earnings $ 37,184 $ 21,597 ========== ========== (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. 6 PART I - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Net earnings were $39,150,000 for the quarter ended March 31, 1997 compared to $38,022,000 for the first quarter of 1996. Sales and other operating revenues were $1,114,068,000 compared to $965,115,000 for first quarter 1996. Earnings per share were $1.25 compared to $1.22 per share for the first quarter of last year. The net earnings increase in the first quarter 1997 was largely attributable to higher Upstream volumes and prices, partially offset by lower industry chemicals margins. Downstream increased only slightly as higher refining margins were mostly offset by inventory value effects of the large drop in crude prices during the first quarter 1997. Sales and other operating revenues increased primarily due to higher prices in the Upstream and Downstream and higher Chemicals volumes, partially offset by lower Chemicals prices. The Board of Directors increased the cash dividend beginning in June 1997 ; i.e., from 70 cents per share to 80 cents per share. Upstream results in the first quarter were improved compared with the corresponding period last year primarily due to higher volumes and increases in natural gas and crude oil prices. Earnings before interest and income taxes ("EBIT") were $35,487,000 in first quarter 1997 compared to $18,465,000 in first quarter 1996. The improvement was due to increased production volumes reflecting improved results from 1996 and early 1997 drilling activity, as well as higher natural gas and crude oil prices. Natural gas production increased 43% to 189 million cubic feet per day. Also, lifting costs per barrel of oil equivalent were reduced 23% compared to last year's first quarter. In addition, total natural gas sales increased 40% to 727 million cubic feet per day. During first quarter 1997, interests were acquired with other partners in 20 offshore blocks in the Central Gulf of Mexico lease sale, increasing offshore exploration inventory. Downstream reported increased earnings in first quarter 1997 compared to first quarter 1996. Downstream EBIT were $2,007,000 in first quarter of 1997 compared to a loss of $1,338,000 in first quarter 1996, as improved industry refining margins, and the absence of a 1996 refinery maintenance downtime were only partially offset by the large drop in crude oil prices which decreased inventory values. Total refining throughput increased to 232,000 barrels per day in first quarter 1997 compared to 215,000 barrels per day for the same period last year. During the quarter, a product supply alliance was made with Holly Corporation to create a network to provide sufficient gasoline and diesel supplies to satisfy total demand growth in the West Texas, New Mexico and Arizona markets for at least the next five years. The project is expected to use existing assets and provide the lowest capital cost alternative for product supply from the Gulf Coast to the Southwest markets. Chemicals results were down 35% due to a 40% drop in industry refining margins partially offset by higher sales volumes. Chemicals EBIT for first quarter 1997 were $35,074,000 compared to $54,436,000 for first quarter 1996. The reduction reflects a 40% decline in overall average margins, partially offset by an 8% increase in total sales volumes. The Carville Polystyrene Plant's fourth production line, which was completed in June 1996 making the plant the largest polystyrene plant in the world, increased production and sales of polystyrene by 22% in first quarter 1997 compared to the same period in 1996. The capital budget was amended in second quarter 1997 to include an increase of $60,000,000, the majority of which to include an additional polypropylene production line (Train 9) at the La Porte, Texas Plant. The Company's annual meeting of shareholders was held April 16, 1997. All members of the Board of Directors as proposed in the Company's Proxy Statement were elected other than Mr. Robert L. Mitchell who withdrew his name from nomination. In his stead, the shareholders elected Mr. Albert V. Casey. The Company's regular quarterly dividend of $.70 per share was paid March 18, 1997 to shareholders of record on March 6, 1997. Due to a dividend increase, the next declared dividend of $.80 per share will be paid on June 17, 1997 to shareholders of record on June 3, 1997. 7 FINA, INC. UNAUDITED SEGMENT INFORMATION FIRST QUARTER 1997 1996 ----------- ----------- EARNINGS (Thousands, except share and per-share amounts) Upstream $ 35,487 $ 18,465 Downstream $ 2,007 $ (1,338) Chemicals $ 35,074 $ 54,436 Corporate / Financing $ (14,084) $ (14,006) Income Tax $ (19,334) $ (19,535) Total Net Earnings $ 39,150 $ 38,022 Net Earnings Per Share $ 1.25 $ 1.22 ----------- ----------- Average Shares Outstanding 31,216,722 31,209,997 =========== =========== OPERATING STATISTICS Upstream Crude Oil Production - MBD 10.3 9.5 Natural Gas Production - MMCFD 189 132 Natural Gas Sales - MMCFD 727 518 Average Oil Price/BBL $ 20.34 $ 16.87 Average Natural Gas Sales Price/MCF $ 2.91 $ 2.20 Downstream Refinery Throughput - MBD 232.2 215.0 Chemicals Styrene Sales Volume - MMLB 326.0 274.2 Polystyrene Sales Volume - MMLB 236.1 194.7 Polypropylene Sales Volume - MMLB 337.5 351.2 Polyethylene Sales Volume - MMLB 100.8 105.5 ----------- ----------- Total Chemicals Sales Volume - MMLB 1,000.4 925.6 =========== =========== 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. At the annual meeting of shareholders, held April 16, 1997 nine directors were elected. Item 5. Other Information. Not Applicable Item 6. Exhibits and Reports on Form 8-K. One Form 8-K was filed on March 6, 1997 reporting a news release by PetroFina S.A. offering to negotiate a merger whereby the Company would become a wholly-owned affiliate. Form 10-K/A numbers 1 and 2, as cover for the Forms 11-K pertaining to the FINA Capital Accumulation Plan (a 401(k) plan) and the Amdel Savings Plan, were filed April 25, 1997. Exhibits incorporated herein by reference: (27) Financial Data Schedule 9 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: May 13, 1997 BY: Yves Bercy Vice President and Chief Financial Officer 10 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 27 Financial Data Schedule