FRONTIER OIL CORP /NEW/
10-Q, 2000-08-01
PETROLEUM REFINING
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                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, 2000

                                       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 28, 2000: 27,687,454



<PAGE>




                            FRONTIER OIL CORPORATION
                          QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2000


                                      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                 6


Part II - Other Information                                             13



FORWARD-LOOKING STATEMENTS

      Statements in this Form 10-Q  concerning us which are (1)  projections  of
revenues,  earnings, earnings per share, capital expenditures or other financial
items, (2) statements of plans and objectives for future  operations,  including
acquisitions,  (3) statements of future economic performance,  or (4) statements
of  assumptions  or  estimates   underlying  or  supporting  the  foregoing  are
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform Act of 1995 and Section 21E of the Exchange Act. The ultimate
accuracy of  forward-looking  statements  is subject to a wide range of business
risks and changes in circumstances, and actual results and outcomes often differ
from expectations.

      All subsequent written and oral forward-looking statements attributable to
us or any person acting on our behalf are expressly  qualified in their entirety
by the  cautionary  statements  contained  or  referred to in this  section.  We
undertake no obligation  to publicly  release the result of any revisions to any
such  forward-looking   statements  that  may  be  made  to  reflect  events  or
circumstances  after the date of this Form 10-Q, or to reflect the occurrence of
unanticipated events.












Definitions of Terms

bbl(s) = barrel(s)
bpd = barrel(s) per day


                                       -1-

<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

FRONTIER OIL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except per share amounts)

<TABLE>
<CAPTION>

                                                            Six Months Ended            Three Months Ended
                                                                 June 30                      June 30
                                                          2000           1999           2000           1999
                                                       ----------     ----------     -----------    ----------
<S>                                                    <C>            <C>            <C>            <C>

Revenues:
     Refined products                                  $  971,285     $  144,845     $   523,684    $   88,900
     Other                                                  1,351          1,638           1,145         1,366
                                                       ----------     ----------     -----------    ----------
                                                          972,636        146,483         524,829        90,266
                                                       ----------     ----------     -----------    ----------
Costs and Expenses:
     Refining operating costs                             911,054        134,136         473,310        79,695
     Selling and general expenses                           5,930          4,080           3,347         2,003
     Depreciation                                          11,358          5,735           5,689         2,894
                                                       ----------     ----------     -----------    ----------
                                                          928,342        143,951         482,346        84,592
                                                       ----------     ----------     -----------    ----------

Operating Income                                           44,294          2,532          42,483         5,674
Interest Expense, Net                                      16,745          3,291           8,493         1,664
                                                       ----------     ----------     -----------    ----------

Income (Loss) Before Income Taxes                          27,549           (759)         33,990         4,010
Provision for Income Taxes                                  1,728            173           2,087            96
                                                       ----------     ----------     -----------    ----------

Net Income (Loss)                                      $   25,821     $     (932)    $    31,903    $    3,914
                                                       ==========     ==========     ===========    ==========


Basic Earnings (Loss) Per Share
     of Common Stock:                                  $      .94     $     (.03)    $      1.16    $      .14
                                                       ==========     ==========     ===========    ==========

Diluted Earnings (Loss) Per Share
     of Common Stock:                                  $      .92     $     (.03)    $      1.13    $      .14
                                                       ==========     ==========     ===========    ==========


</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       -2-

<PAGE>



FRONTIER OIL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands except shares)

<TABLE>
<CAPTION>

June 30, 2000 and December 31, 1999                                                 2000               1999
                                                                                -----------         ----------
<S>                                                                             <C>                 <C>

ASSETS
Current Assets:
     Cash, including cash equivalents of
         $33,260 in 2000 and $35,771 in 1999                                    $    43,681         $   38,345
     Trade receivables, less allowance for doubtful
         accounts of $500 in 2000 and 1999                                           80,494             38,563
     Other receivables                                                                7,800             14,512
     Inventory of crude oil, products and other                                     136,609            100,359
     Other current assets                                                             1,526              1,211
                                                                                -----------         ----------
         Total current assets                                                       270,110            192,990
                                                                                -----------         ----------
Property, Plant and Equipment, at cost:
     Refineries and pipeline                                                        380,156            377,613
     Furniture, fixtures and other equipment                                          5,096              4,956
                                                                                -----------         ----------
                                                                                    385,252            382,569
         Less - Accumulated depreciation                                             80,596             69,261
                                                                                -----------         ----------
                                                                                    304,656            313,308

Other Assets                                                                         14,963             15,195
                                                                                -----------         ----------

                                                                                $   589,729         $  521,493
                                                                                ===========         ==========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                                           $   178,172         $  121,385
     Revolving credit facility                                                            -             26,000
     Accrued turnaround cost                                                         17,918              8,763
     Accrued liabilities and other                                                   15,153              6,554
     Accrued interest                                                                 5,195              5,456
                                                                                -----------         ----------
         Total current liabilities                                                  216,438            168,158
                                                                                -----------         ----------

Long-Term Debt                                                                      252,431            257,286
Long-Term Accrued Turnaround Cost                                                    16,478             20,685
Post-Retirement Employee Liabilities                                                 18,067             17,287
Deferred Credits and Other                                                            4,406              4,002
Deferred Income Taxes                                                                 3,924              3,394

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,
         28,991,564 and 28,542,330 shares issued in 2000 and 1999                    57,339             57,294
     Paid-in capital                                                                 88,946             87,028
     Retained earnings (deficit)                                                    (61,301)           (87,122)
     Treasury stock, 1,304,110 shares and 1,230,900 shares
         in 2000 and 1999                                                            (6,999)            (6,519)
                                                                                -----------         ----------
     Total Shareholders' Equity                                                      77,985             50,681
                                                                                -----------         ----------

                                                                                $   589,729         $  521,493
                                                                                ===========         ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                       -3-

<PAGE>



FRONTIER OIL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)

<TABLE>
<CAPTION>


For the six months ended June 30,                                                   2000               1999
                                                                                -----------         ----------
<S>                                                                             <C>                 <C>

OPERATING ACTIVITIES
Net income (loss)                                                               $    25,821         $     (932)
Depreciation                                                                         11,358              5,735
Deferred credits and other                                                              793                135
Change in working capital from operations                                            (4,715)            (9,664)
                                                                                -----------         ----------
     Net cash provided by (used in) operating activities                             33,257             (4,726)

INVESTING ACTIVITIES
Additions to property and equipment                                                  (3,345)            (6,039)
Other                                                                                     -               (861)
                                                                                -----------         ----------
     Net cash used in investing activities                                           (3,345)            (6,900)

FINANCING ACTIVITIES
Refining credit facility (repayments) borrowings                                    (26,000)             4,200
Issuance of common stock                                                              1,963                627
Purchase of treasury stock                                                             (489)            (3,193)
Other                                                                                   (50)              (172)
                                                                                -----------         ----------
     Net cash (used in) provided by financing activities                            (24,576)             1,462
                                                                                -----------         ----------

Increase (decrease) in cash and cash equivalents                                      5,336            (10,164)
Cash and cash equivalents, beginning of period                                       38,345             33,589
                                                                                -----------         ----------
Cash and cash equivalents, end of period                                        $    43,681         $   23,425
                                                                                ===========         ==========

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                   -4-

<PAGE>



FRONTIER OIL CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)

1.      Financial statement presentation

Financial statement presentation
        The condensed  consolidated financial statements include the accounts of
Frontier  Oil  Corporation,   a  Wyoming  Corporation,   and  its  wholly  owned
subsidiaries,  including  Frontier  Holdings Inc.,  collectively  referred to as
Frontier or the Company.  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 accounting
principles  generally  accepted  in the United  States  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,
1999.
        The  Company  is an  independent  energy  company  engaged  in crude oil
refining and wholesale  marketing of refined  petroleum  products (the "refining
operations").  The Company operates  refineries ("the  Refineries") in Cheyenne,
Wyoming and El Dorado,  Kansas with a total crude oil  capacity of over  150,000
barrels per day. The Company focuses its marketing efforts in the Rocky Mountain
and Plains States regions of the United States.  The Company purchases the crude
oil to be refined and markets the refined petroleum products produced, including
various  grades of  gasoline,  diesel fuel,  jet fuel,  asphalt,  chemicals  and
petroleum coke.

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:

<TABLE>
<CAPTION>

                                                           Six Months Ended            Three Months Ended
                                                               June 30                       June 30
                                                          2000          1999           2000           1999
                                                      ------------  ------------   ------------   ------------
<S>                                                   <C>           <C>            <C>            <C>

     Basic                                             27,468,549     27,439,327      27,539,080    27,290,765
     Diluted                                           28,081,997     27,439,327      28,152,528    27,701,557

</TABLE>

Derivative instruments and hedging activities
     The  Company  currently  is  utilizing  derivative  instruments  to protect
against  price  declines on foreign  crude oil  purchases  and to fix margins on
approximately  1.2 million  barrels of  gasoline to be sold in July,  August and
October of 2000. The Company accounts for its derivative  contracts entered into
to protect against price declines on foreign crude purchases under the hedge (or
deferral)  method of  accounting.  As such,  gains or losses are  recognized  in
refining operating costs when the associated  transactions are consummated.  The
Company accounts for its derivative contracts to fix margins on a portion of the
El Dorado refinery's gasoline production using mark to market accounting as such
derivative  contracts do not qualify for hedge  accounting  treatment  because a
high correlation with the hedged exposure  currently does not exist. The Company
recognized an $864,000  unrealized mark to market gain related to such contracts
in the second quarter of 2000.
     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 a  liability  measured  at its  fair  value.  The
Statement  requires  that changes in the  derivative's  fair value be recognized
currently in earnings unless

                                    -5-

<PAGE>



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, as amended,  is effective for fiscal years  beginning  after
June 15, 2000. 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.
     The Company does not expect the impact of Statement  133 to have a material
effect on its result of operations based on its current derivative activity.

2.   Schedule of major components of inventory
<TABLE>
<CAPTION>

                                                                                 June 30,        December 31,
                                                                                   2000              1999
                                                                              --------------    --------------
                                                                                       (in thousands)
<S>                                                                           <C>               <C>


Crude oil                                                                     $       44,945    $       24,852
Unfinished products                                                                   37,278            24,779
Finished products                                                                     38,638            35,582
Process chemicals                                                                      2,742             2,088
Repairs and maintenance supplies and other                                            13,006            13,058
                                                                              --------------    --------------
                                                                              $      136,609    $      100,359
                                                                              ==============    ==============

</TABLE>


        Inventories  of  crude  oil,  other  unfinished  oils  and all  finished
products are recorded at the lower of cost on a first in, first out (FIFO) basis
or market.


3.      Unaudited pro forma information

        The El Dorado  Refinery was acquired on November 16, 1999. The following
is the  unaudited  pro forma  financial  information  giving effect as if the El
Dorado Refinery acquisition had occurred at the beginning of 1999.

<TABLE>
<CAPTION>

                                                                                Six Months       Three Months
                                                                                   Ended             Ended
                                                                                 June 30,          June 30,
(in thousands, except per share amounts)                                           1999              1999
                                                                              --------------    --------------
<S>                                                                           <C>               <C>

Revenues                                                                      $      514,599    $      311,592
Depreciation                                                                          10,851             5,452
Operating income                                                                      35,226            29,042
Net income                                                                            16,829            19,464
Basic earnings per share                                                                 .61               .71
Diluted earnings per share                                                               .60               .70

</TABLE>







                                    -6-

<PAGE>



ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

                        RESULTS OF OPERATIONS

      The terms  "Frontier" and "we" refer to Frontier Oil  Corporation  and its
subsidiaries. On November 16,1999, we acquired the 110,000 barrels per day crude
oil  refinery  located  in  El  Dorado,  Kansas  from  Equilon  Enterprises  LLC
("Equilon").  Operating  results  for this  refinery  have been  included in our
financial  information  for the six months and three months ended June 30, 2000,
but not for the same  period  in 1999.  Accordingly,  absolute  changes  between
periods are not and should not be expected to be comparable.

     Six months ended June 30, 2000 compared with the same period in 1999

      We had net income for the six months ended June 30, 2000 of $25.8 million,
or $.92 per diluted  share,  compared to a loss of $932,000,  or $.03 per share,
for the same period in 1999.
      Operating  income  increased  $41.8  million in 2000 versus 1999 due to an
increase in the refined product spread  (revenues less material costs) of $110.5
million,  offset by a decrease in other  income of  $287,000  and  increases  in
refining  operating  expenses of $61 million,  selling and general costs of $1.9
million and depreciation of $5.6 million.
      Refined  product  revenues  and refining  operating  costs are impacted by
changes in the price of crude oil. The average  price of crude oil was higher in
2000 than in 1999, yet during both periods crude oil prices were increasing. The
refined  product  spread  was $4.96 per barrel  compared  to $4.39 per barrel in
1999. The Cheyenne  refinery refined product spread was $5.18 per barrel in 2000
compared to $4.39 per barrel in 1999.  The  improved  product  spread was due to
improved light product margins,  increased throughput,  inventory profits and an
increase in the  light/heavy  spread,  offset by the  negative  impact of higher
crude oil prices on by-product  margins.  The El Dorado refinery refined product
spread  was  $4.86  per  barrel  in 2000.  The El  Dorado  refinery  experienced
extremely  poor light product  margins  during early 2000 with gasoline  margins
improving  from March on and  reaching  their  highest  point of the year during
June.
      Refined product revenues increased $826.4 million or 571% due to increased
sales  prices  and  increased   sales  volumes  from  the  El  Dorado   Refinery
acquisition. Average gasoline prices increased $15.70 per barrel, average diesel
and jet fuel  prices  increased  $14.28 per barrel and there was a 278%  overall
increase in sales  volumes.  Yields of gasoline  increased  367% while yields of
diesel and jet fuel increased 321% in 2000 compared to the same period in 1999.
      Other income decreased $287,000 to $1.4 million in 2000 due to receipts in
1999 of  $635,000  in legal  settlements  and  claims,  sulfur  credit  sales of
$311,000  in 1999 and  reduced  processing  fees in 2000,  offset by a  $864,000
futures trading gain in 2000.
      Refining operating costs increased $776.9 million or 579% from 1999 levels
due to the El Dorado refinery acquisition and increases in material, freight and
other costs and refinery operating expenses.  Material,  freight and other costs
per bbl  increased  96% or $13.88 per bbl in 2000  primarily due to higher crude
oil prices.  The Cheyenne refinery  material,  freight and other costs of $26.07
per barrel  benefitted from an increased heavy crude oil utilization rate and an
increased  light/heavy spread. The heavy crude oil utilization rate expressed as
a percentage of total crude oil  increased to 92% in 2000 from 87% in 1999.  The
light/heavy spread averaged $3.66 per barrel compared to $2.08 per barrel in the
first six months of 1999.  Refining  operating  expense per barrel was $2.88 per
barrel in 2000. The Cheyenne  refinery  operating  expense per barrel  decreased
$.29 per  barrel to $2.71 per barrel in 2000 due to  increased  yields and lower
maintenance costs. The El Dorado refinery operating expense was $2.95 per barrel
in 2000. This is a decrease from the 1999 pro forma operating expense per barrel
due to increased yields,  decreases in refinery personnel and our lower overhead
costs.
      Selling and general  expenses  increased  $1.9  million or 45% for the six
months ended June 30, 2000 because of increased  staffing  needs and other costs
relating to the El Dorado refinery acquisition.
      Depreciation increased $5.6 million or 98% in the 2000 six-month period as
compared to the same  period in 1999  because of the El Dorado  acquisition  and
increases in capital investments.
      The  interest  expense  increase  of  $13.5  million  or 409% in 2000  was
attributable  to higher debt levels  used to  purchase  the El Dorado  refinery.
Average  debt for the six  months  increased  from $78  million  in 1999 to $302
million in 2000.


                                                          -7-

<PAGE>



    Three months ended June 30, 2000 compared with the same period in 1999

      We had net  income  for the  three  months  ended  June 30,  2000 of $31.9
million, or $1.13 per diluted share, compared to income of $3.9 million, or $.14
per diluted share, for the same period in 1999.
      Operating  income  increased  $36.8  million in 2000 versus 1999 due to an
increase in the refined  product spread  (revenues less material costs) of $75.1
million,  offset by a decrease in other  income of  $221,000  and  increases  in
refining operating expenses of $33.9 million,  selling and general costs of $1.3
million and depreciation of $2.8 million.
      Refined  product  revenues  and refining  operating  costs are impacted by
changes in the price of crude oil. The average  price of crude oil was higher in
2000 than in 1999. The refined  product spread was $6.38 per barrel  compared to
$4.86 per barrel in 1999. The Cheyenne refinery refined product spread was $6.19
per barrel in 2000  compared to $4.86 per barrel in 1999.  The improved  product
spread was caused by improved light product margins, increased throughput and an
increase in the  light/heavy  spread,  offset by the  negative  impact of higher
crude oil prices on by-product  margins.  The El Dorado refinery refined product
spread was $6.47 per barrel in 2000. The El Dorado refinery experienced gasoline
margins  improving  from March on and reaching  their  highest point of the year
during June.
      Refined product revenues increased $434.8 million or 489% due to increased
sales  prices  and  increased   sales  volumes  from  the  El  Dorado   Refinery
acquisition. Average gasoline prices increased $15.48 per barrel, average diesel
and jet fuel  prices  increased  $12.71 per barrel and there was a 257%  overall
increase in sales  volumes.  Yields of gasoline  increased  321% while yields of
diesel and jet fuel increased 286% in 2000 compared to the same period in 1999.
      Other income decreased $221,000 to $1.2 million in 2000 due to receipts in
1999 of  $635,000  in legal  settlements  and  claims,  sulfur  credit  sales of
$311,000 in 1999,  and  reduced  processing  fees in 2000,  offset by a $864,000
futures trading gain in 2000.
      Refining operating costs increased $393.6 million or 494% from 1999 levels
due to the El Dorado refinery acquisition and increases in material, freight and
other costs and refinery operating expenses.  Material,  freight and other costs
per bbl  increased  75% or $12.28 per bbl in 2000  primarily due to higher crude
oil prices.  The Cheyenne refinery  material,  freight and other costs of $26.43
per barrel  benefitted  from an increased  light/heavy  spread.  The light/heavy
spread  averaged  $3.44 per  barrel  compared  to $2.21 per  barrel in the three
months of 1999.  Refining  operating  expense per barrel was $3.01 per barrel in
2000.  The Cheyenne  refinery  operating  expense per barrel  decreased $.16 per
barrel to $2.50 per barrel in 2000 due to increased yields and lower maintenance
and energy costs. The El Dorado refinery  operating expense was $3.24 per barrel
in 2000. This is a decrease from the 1999 pro forma operating expense per barrel
due to decreases in refinery personnel and our lower overhead costs.
      Selling and general  expenses  increased $1.3 million or 67% for the three
months ended June 30, 2000 because of increased  staffing  needs and other costs
relating to the El Dorado refinery acquisition.
      Depreciation  increased $2.8 million or 97% in the 2000 three-month period
as compared to the same period in 1999 because of the El Dorado  acquisition and
increases in capital investments.
      The  interest  expense  increase  of $6.8  million  or  410%  in 2000  was
attributable  to higher debt levels  used to  purchase  the El Dorado  refinery.
Average  debt for the three  months  increased  from $79 million in 1999 to $300
million in 2000.





                                    -8-

<PAGE>




                      LIQUIDITY AND CAPITAL RESOURCES

       Net cash provided by operating  activities  for the six months ended June
30, 2000 was $33.3  million  compared  to $4.7  million  cash used by  operating
activities  for the six months  ended June 30,  1999.  Working  capital  changes
required $4.7 million and $9.7 million of cash flows for the first six months of
2000  and  1999,   respectively.   During  both  1999  and  2000,  increases  in
receivables,  inventory  and  payables  occurred due to rising crude oil prices.
Consistent  with the  seasonality of our business,  we invest in working capital
during the first half of the year and recover working capital  investment in the
second half of the year.
       At June 30, 2000,  we had $43.7 million of cash,  $100 million  available
under our line of credit and working  capital of $53.7 million.  Our requirement
under our  revolving  credit  facility to maintain  $25 million in cash  through
March 31,  2001 has been  reduced to $12.5  million as we  exceeded  $40 million
EBITDA (earnings before interest,  taxes, depreciation and amortization) for the
six months ended June 30, 2000.  In  addition,  we had  committed to purchase $5
million of 11 3/4% Senior Notes which were purchased in early July 2000.
       Additions  to property  and  equipment in the first six months of 2000 of
$3.3 million  decreased $2.7 million from the first six months in 1999.  Capital
expenditures of approximately $13.2 million are planned in 2000.

       Market Risk - Derivative  Instruments.  In June,  we entered into forward
crack spread swap agreements with a reputable  counterparty.  The purpose of the
crack  spread  swaps is to fix a  gasoline  margin on a portion of the El Dorado
refinery's gasoline  production.  Swaps were completed on 15,000 bpd of gasoline
for each of the months of July and August and 10,000 bpd of gasoline in October,
2000. The swap agreements do not qualify for hedge accounting  treatment because
a high  correlation  with the  hedged  exposure  currently  does not exist  and,
accordingly,  we account  for the swaps using mark to market  accounting.  As of
June 30, 2000, we recorded an $864,000 unrealized gain on the swaps.

                                   -9-

<PAGE>



                     REFINING OPERATING STATISTICAL INFORMATION

<TABLE>
<CAPTION>

Consolidated:                                                                             Three Months Ended
                                                                                                June 30,
                                                                                 -----------------------------------
                                                                                                           Pro forma
                                                                                   2000          1999       1999(1)
                                                                                 --------     ---------    ---------
<S>                                                                              <C>          <C>          <C>

Raw material input (bpd)
     Light crude                                                                   35,336         2,668       30,191
     Heavy and intermediate crude                                                 106,370        37,337      111,308
     Other feed and blend stocks                                                   13,515         5,095       18,077
                                                                                 --------     ---------    ---------
         Total                                                                    155,221        45,100      159,576

Manufactured product yields (bpd)
     Gasoline                                                                      74,074        17,600       81,241
     Diesel and jet fuel                                                           51,049        13,212       51,404
     Asphalt                                                                        7,444         7,484        7,484
     Chemicals                                                                      1,810             -        1,599
     Other                                                                         17,550         5,640       14,629
                                                                                 --------     ---------    ---------
         Total                                                                   151,927         43,936      156,357

Total product sales (bpd)
     Gasoline                                                                      82,275        22,558       89,704
     Diesel and jet fuel                                                           52,470        13,342       51,214
     Asphalt                                                                        8,393         6,085        6,085
     Chemicals                                                                      2,582             -        1,450
     Other                                                                         18,509         3,991       15,217
                                                                                 --------     ---------    ---------
         Total                                                                   164,229         45,976      163,670

Operating margin information (per sales bbl) (2)
     Average sales price                                                         $  35.04     $   21.24
     Raw material, freight and other costs (FIFO inventory accounting)              28.66         16.38
                                                                                 --------     ---------
         Product spread                                                              6.38          4.86
     Refinery operating expenses, excluding depreciation                             3.01          2.66
     Depreciation                                                                     .38           .68
                                                                                 --------     ---------
         Operating margin                                                        $   2.99     $    1.52


Average West Texas Intermediate crude oil price at Cushing, OK                   $  29.75     $   17.66

Average sales price (per sales bbl)
     Gasoline                                                                    $  40.19     $   24.71
     Diesel and jet fuel                                                            34.92         22.21
     Asphalt                                                                        25.29         19.46
     Chemicals                                                                      68.89             -
     Other                                                                          12.19          1.11

</TABLE>

(1) Includes El Dorado Refinery data.

(2) Prior year data restated to conform to current year presentation.





                                      -10-

<PAGE>



                   REFINING OPERATING STATISTICAL INFORMATION


<TABLE>
<CAPTION>

Consolidated:                                                                             Six Months Ended
                                                                                               June 30,
                                                                                 -----------------------------------
                                                                                                           Pro forma
                                                                                   2000          1999       1999(1)
                                                                                 --------     ---------    ---------
<S>                                                                              <C>          <C>          <C>

Raw material input (bpd)
     Light crude                                                                   39,520         4,524       32,713
     Heavy and intermediate crude                                                 101,642        30,721      101,793
     Other feed and blend stocks                                                   14,571         5,518       15,875
                                                                                 --------     ---------    ---------
         Total                                                                    155,733        40,763      150,381

Manufactured product yields (bpd)
     Gasoline                                                                      76,988        16,489       75,832
     Diesel and jet fuel                                                           50,796        12,055       49,177
     Asphalt                                                                        6,066         5,070        5,070
     Chemicals                                                                      1,842             -        2,006
     Other                                                                         17,124         5,831       15,310
                                                                                 --------     ---------    ---------
         Total                                                                    152,816        39,445      147,395

Total product sales (bpd)
     Gasoline                                                                      83,664        21,977       82,550
     Diesel and jet fuel                                                           51,666        12,418       49,598
     Asphalt                                                                        5,627         4,299        4,299
     Chemicals                                                                      2,247             -        2,016
     Other                                                                         16,742         3,596       13,254
                                                                                 --------     ---------    ---------
         Total                                                                    159,946        42,290      151,717

Operating margin information (per sales bbl) (2)
     Average sales price                                                         $  33.37     $   18.92
     Raw material, freight and other costs (FIFO inventory accounting)              28.41         14.53
                                                                                 --------     ---------
         Product spread                                                              4.96          4.39
     Refinery operating expenses, excluding depreciation                             2.88          3.00
     Depreciation                                                                     .38           .74
                                                                                 --------     ---------
         Operating margin                                                        $   1.70     $     .65


Average West Texas Intermediate crude oil price at Cushing, OK                   $  29.74     $   15.23

Average sales price (per sales bbl)
     Gasoline                                                                    $  37.22     $   21.52
     Diesel and jet fuel                                                            34.09         19.81
     Asphalt                                                                        23.89         17.93
     Chemicals                                                                      62.96             -
     Other                                                                          11.06          1.18

</TABLE>

(1) Includes El Dorado Refinery data.

(2) Prior year data restated to conform to current year presentation.






                                       -11-

<PAGE>



                 REFINING OPERATING STATISTICAL INFORMATION

<TABLE>
<CAPTION>

Cheyenne Refinery:

                                                                 Six Months Ended         Three Months Ended
                                                                     June 30,                  June 30,
                                                              -----------------------  -----------------------
                                                                2000          1999         2000         1999
                                                              ---------    ---------    ---------    ---------
<S>                                                           <C>          <C>          <C>          <C>

Raw material input (bpd)
     Light crude                                                  3,084        4,524        3,190        2,668
     Heavy crude                                                 35,138       30,721       37,414       37,337
     Other feed and blend stocks                                  5,085        5,518        4,887        5,095
                                                              ---------    ---------    ---------    ---------
         Total                                                   43,307       40,763       45,491       45,100

Manufactured product yields (bpd)
     Gasoline                                                    17,776       16,489       17,939       17,600
     Diesel                                                      12,469       12,055       12,887       13,212
     Asphalt                                                      6,066        5,070        7,444        7,484
     Other                                                        5,671        5,831        5,933        5,640
                                                              ---------    ---------    ---------    ---------
         Total                                                   41,982       39,445       44,203       43,936

Total product sales (bpd)
     Gasoline                                                    22,284       21,977       23,462       22,558
     Diesel                                                      12,334       12,418       12,508       13,342
     Asphalt                                                      5,627        4,299        8,393        6,085
     Other                                                        6,166        3,596        6,421        3,991
                                                              ---------    ---------    ---------    ---------
         Total                                                   46,411       42,290       50,784       45,976

Operating margin information (per sales bbl) (1)
     Average sales price                                      $   31.25    $   18.92    $   32.62    $   21.24
     Raw material, freight and other costs (2)                    26.07        14.53        26.43        16.38
                                                              ---------    ---------    ---------    ---------
         Product spread                                            5.18         4.39         6.19         4.86
     Refinery operating expenses, excl depreciation                2.71         3.00         2.50         2.66
     Depreciation                                                   .72          .74          .66          .68
                                                              ---------    ---------    ---------    ---------
         Operating margin                                     $    1.75    $     .65    $    3.03    $    1.52


Light/heavy crude spread (per bbl)                            $    3.66    $    2.08    $    3.44    $    2.21

Average sales price (per sales bbl)
     Gasoline                                                 $   37.97    $   21.52    $   40.54    $   24.71
     Diesel                                                       35.78        19.81        36.62        22.21
     Asphalt                                                      23.89        17.93        25.29        19.46
     Other                                                         4.65         1.18         5.48         1.11

</TABLE>

(1) Prior year data restated to conform to current year presentation.

(2) FIFO inventory accounting.

                                      -12-

<PAGE>



                    REFINING OPERATING STATISTICAL INFORMATION

<TABLE>
<CAPTION>

El Dorado Refinery (including preacquisition data for 1999):


                                                                 Six Months Ended         Three Months Ended
                                                                     June 30,                   June 30,
                                                              -----------------------  -----------------------
                                                                2000          1999         2000         1999
                                                              ---------    ---------    ---------    ---------
<S>                                                           <C>          <C>          <C>          <C>

Raw material input (bpd)
     Light crude                                                 36,436       28,189       32,147       27,523
     Heavy and intermediate crude                                66,505       71,072       68,956       73,971
     Other feed and blend stocks                                  9,485       10,357        8,627       12,982
                                                              ---------    ---------    ---------    ---------
         Total                                                  112,426      109,618      109,730      114,476

Manufactured product yields (bpd)
     Gasoline                                                    59,212       59,342       56,135       63,641
     Diesel and jet fuel                                         38,327       37,121       38,162       38,192
     Chemicals                                                    1,842        2,006        1,810        1,599
     Other                                                       11,453        9,479       11,617        8,988
                                                              ---------    ---------    ---------    ---------
         Total                                                  110,834      107,948      107,724      112,420

Total product sales (bpd)
     Gasoline                                                    61,380       60,572       58,812       67,145
     Diesel and jet fuel                                         39,332       37,179       39,962       37,871
     Chemicals                                                    2,247        2,016        2,582        1,450
     Other                                                       10,576        9,658       12,088       11,226
                                                              ---------    ---------    ---------    ---------
         Total                                                  113,535      109,425      113,444      117,692

Operating margin information (per sales bbl)
     Average sales price                                      $   34.23                 $   36.12
     Raw material, freight and other costs (1)                    29.37                     29.65
                                                              ---------                 ---------
         Product spread                                            4.86                      6.47
     Refinery operating expenses, excl depreciation                2.95                      3.24
     Depreciation                                                   .25                       .25
                                                              ---------                 ---------
         Operating margin                                     $    1.66                 $    2.98


Average sales price (per sales bbl)
     Gasoline                                                 $   36.95                 $   40.05
     Diesel and jet fuel                                          33.57                     34.39
     Chemicals                                                    62.96                     68.89
     Other                                                        14.80                     15.75


</TABLE>

(1) FIFO inventory accounting.

                                       -13-

<PAGE>


                        PART II - OTHER INFORMATION

ITEM 1.            Legal Proceedings -
------

                   The Federal Trade  Commission  ("FTC") is  investigating  the
                   causes  of the sharp  rises in  gasoline  prices  in  certain
                   Midwest markets,  particularly Chicago and Milwaukee,  in the
                   spring  and early  summer of this  year.  In late  July,  the
                   Company received a subpoena and a civil investigative  demand
                   from the FTC  requesting  certain  documents and  information
                   relating  primarily  to the  sale of  products  in  Petroleum
                   Administration  for Defense District II ("PADD II"). Based on
                   the FTC's Interim Report dated July 28, 2000, the Company has
                   learned  that it received  the requests as part of the second
                   round of  subpoenas to refiners and that the entities who own
                   or control the pipelines  serving the Midwest market received
                   subpoenas as well. We are in the process of responding to the
                   FTC's requests.  Based on our limited  involvement in selling
                   products   in  PADD  II,   management   believes   that  this
                   investigation  will not result in any material  impact on the
                   Company's financial position or results of operations.


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 -
------

                   The annual  meeting of the registrant was held April 27, 2000
                   with  the  shareholders   approving  the  proposals  for  the
                   election of six  directors,  a new stock  option plan and the
                   appointment of the Company's auditors.

ITEM 5.            Other Information -
------

                   None.

ITEM 6.            Exhibits and Reports on Form 8-K -
------

                   (a) Exhibits

                       27  -  Financial Data Schedule

                   (b) Reports on Form 8-K

                       None.





                                    -14-

<PAGE>


                             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: August 1, 2000


<PAGE>


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