<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
------------------------
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12
CROWN CENTRAL PETROLEUM CORPORATION
-----------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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 1-1059
CROWN CENTRAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 52-0550682
(State or jurisdiction of (I.R.S. Employer Identification
Number) incorporation or organization)
ONE NORTH CHARLES STREET, BALTIMORE, MARYLAND 21201
(Address of principal executive offices) (Zip Code)
410-539-7400
(Registrant's telephone number, including area code)
NOT APPLICABLE
(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, and (2) has been
subject to such filing requirements for the past 90 days.
YES X NO
--- ---
The number of shares outstanding at June 30, 2000 of the Registrant's $5
par value Class A and Class B Common Stock was 4,817,394 shares and
5,250,562 shares, respectively.
<PAGE>
CROWN CENTRAL PETROLEUM CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
----
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets
June 30, 2000 and December 31, 1999 2
Consolidated Condensed Statements of Operations
Three and six months ended June 30, 2000 and 1999 4
Consolidated Condensed Statements of Cash Flows
Six months ended June 30, 2000 and 1999 5
Notes to Unaudited Consolidated Condensed Financial
Statements 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 17
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 17
Item 6 - Exhibits and Reports on Form 8-K 17
SIGNATURE 19
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars)
June 30 December 31
2000 1999
-------- -----------
(Unaudited)
ASSETS
------
CURRENT ASSETS
--------------
Cash and cash equivalents $ 10,612 $ 12,447
Accounts receivable, less
allowance for doubtful
accounts (2000--$477,
1999--$552) 117,428 104,332
Inventories, net of LIFO
reserves (2000 -- $86,153
1999 -- $55,813) 86,713 69,195
Other current assets 7,353 1,428
--------- ---------
TOTAL CURRENT ASSETS 222,106 187,402
INVESTMENTS AND DEFERRED CHARGES 21,820 21,666
PROPERTY, PLANT AND EQUIPMENT 695,691 690,423
Less allowance for depreciation (390,435) (376,383)
--------- ---------
NET PROPERTY, PLANT AND
EQUIPMENT 305,256 314,040
--------- ---------
$ 549,182 $ 523,108
========= =========
See notes to unaudited consolidated condensed financial statements
<PAGE>
CONSOLIDATED CONDENSED BALANCE SHEETS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars)
June 30 DECEMBER 31
2000 1999
------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
------------------------------------
CURRENT LIABILITIES
-------------------
Accounts payable:
Crude oil and refined products $ 120,733 $ 118,489
Other 37,013 22,307
Accrued liabilities 61,578 60,685
Income tax payable 1,673 413
Current portion of long-term debt 582 631
--------- ---------
TOTAL CURRENT LIABILITIES 221,579 202,525
LONG-TERM DEBT 128,854 129,180
DEFERRED INCOME TAXES 8,890 7,384
OTHER DEFERRED LIABILITIES 34,907 34,718
COMMON STOCKHOLDERS' EQUITY
Class A Common Stock--par value $5 per share:
Authorized-15,000,000 shares;
issued and outstanding shares--
4,817,394 in 2000 and in 1999 24,087 24,087
Class B Common Stock--par value $5 per share:
Authorized-15,000,000 shares;
issued and outstanding shares--
5,250,562 in 2000 and 5,253,862 in 1999 26,253 26,269
Additional paid-in capital 91,902 91,154
Unearned restricted stock (1,780) (1,049)
Retained earnings 14,061 8,411
Accumulated other comprehensive income 429 429
--------- ---------
TOTAL COMMON STOCKHOLDERS' EQUITY 154,952 149,301
--------- ---------
$ 549,182 $ 523,108
========= =========
See notes to unaudited consolidated condensed financial statements
<PAGE>
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars, except per share amounts)
(Unaudited)
Three Months Ended June 30 Six Months Ended June 30
2000 1999 2000 1999
---------- ---------- ---------- ----------
REVENUES
Sales and operating
revenues $ 481,049 $ 281,413 $ 902,533 $ 506,578
OPERATING COSTS AND EXPENSES
Costs and operating
expenses 430,365 260,448 816,473 465,016
Selling expenses 20,281 21,342 40,494 43,926
Administrative
expenses 4,839 5,145 10,248 10,707
Depreciation and
amortization 9,708 9,091 19,343 17,880
(Gain) loss on sales,
abandonments and
write-down of
property, plant
and equipment 219 (754) (406) (391)
---------- ---------- ---------- ----------
465,412 295,272 886,152 537,138
---------- ---------- ---------- ----------
OPERATING INCOME (LOSS) 15,637 (13,859) 16,381 (30,560)
Interest and other
income 1,151 201 1,372 2,493
Interest expense (4,302) (3,613) (8,543) (7,554)
---------- ---------- ---------- ----------
INCOME (LOSS) BEFORE
INCOME TAXES 12,486 (17,271) 9,210 (35,621)
INCOME TAX EXPENSE
(BENEFIT) 3,273 (6,242) 3,560 (12,762)
---------- ---------- ---------- ----------
NET INCOME (LOSS) $ 9,213 $ (11,029) $ 5,650 $ (22,859)
========== ========== ========== ==========
NET INCOME (LOSS) PER
Share:
Basic $ .93 $ (1.12) $ .57 $ (2.32)
========== ========== ========== ==========
Diluted $ .92 $ (1.12) $ .56 $ (2.32)
========== ========== ========== ==========
See notes to unaudited consolidated condensed financial statements
<PAGE>
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Crown Central Petroleum Corporation and Subsidiaries
(thousands of dollars)
(Unaudited)
Six Months Ended June 30
2000 1999
---------- ----------
NET CASH FLOWS FROM OPERATING ACTIVITIES
Net cash from operations before
changes in assets and liabilities $ 28,589 $ (13,996)
Net changes in assets and liabilities (18,743) 5,255
---------- ----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 9,846 (8,741)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (8,075) (12,910)
Proceeds from sales of property and equipment 1,394 1,194
Capitalization of software costs - (1,214)
Deferred turnaround maintenance (4,296) (5,513)
Net proceeds from long-term notes receivable 338 532
Other changes in deferred assets (651) 1,017
---------- ----------
NET CASH (USED IN) INVESTING ACTIVITIES (11,290) (16,894)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from debt and credit agreement
borrowings 530,740 254,014
(Repayments) of debt and credit agreement
borrowings (531,131) (230,340)
---------- ----------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (391) 23,674
---------- ----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS $ (1,835) $ (1,961)
========== ==========
See notes to unaudited consolidated condensed financial statements
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Crown Central Petroleum Corporation and Subsidiaries
June 30, 2000
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting
principles generally accepted in the United States for complete
financial statements. In the opinion of Management, all
adjustments considered necessary for a fair and comparable
presentation have been included. Operating results for the three
and six months ended June 30, 2000 are not necessarily indicative
of the results that may be expected for the year ending December
31, 2000. The enclosed financial statements should be read in
conjunction with the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form
10-K, as amended, for the year ended December 31, 1999.
The following summarizes the significant accounting policies and
practices followed by the Company:
PRINCIPLES OF CONSOLIDATION: The consolidated financial
statements include the accounts of Crown Central Petroleum
Corporation and all majority-owned subsidiaries. All significant
inter-company accounts and transactions have been eliminated.
USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
INVENTORIES: The Company's crude oil, refined products, and
convenience store merchandise inventories are valued at the lower
of cost (last-in, first-out) or market with the exception of
crude oil inventory held for resale which is valued at the lower
of cost (first-in, first-out) or market. Materials and supplies
inventories are valued at cost. Incomplete exchanges of crude
oil and refined products due the Company or owing to other
companies are reflected in the inventory accounts.
An actual valuation of inventory under the LIFO method can be
made only at the end of each year based on the inventory levels
and costs at that time. Accordingly, interim LIFO projections
must be based on Management's estimates of expected year-end
inventory levels and values.
NOTE B - SUPPLEMENTARY CASH FLOW INFORMATION
Net changes in assets and liabilities presented in the Unaudited
Consolidated Condensed Statements of Cash Flows are comprised of
the following:
Six Months Ended June 30
2000 1999
--------- ---------
(thousands of dollars)
(Increase) in accounts receivable $ (13,096) $ (36,069)
(Increase) in inventories (17,518) (10,109)
(Increase) in other current assets (5,925) (3,234)
Increase in crude oil and refined products
payable 2,244 42,948
Increase (decrease) in other accounts payable 14,706 (8,563)
Increase in accrued liabilities and other
deferred liabilities 918 8,712
Increase in income taxes payable 1,260 -
(Decrease) in recoverable and deferred
income taxes (1,332) (430)
Decrease in restricted cash - 12,000
--------- ----------
$ (18,743) $ 5,255
========= ==========
<PAGE>
NOTE C --INVENTORIES
Inventories consisted of the following:
June 30 December 31
2000 1999
--------- ---------
(thousands of dollars)
Crude oil $ 47,737 $ 32,390
Refined products 109,028 75,926
--------- ---------
Total inventories at FIFO (approximates
current cost) 156,765 108,316
LIFO allowance (83,346) (53,006)
--------- --------
Total crude oil and refined products 73,419 55,310
--------- --------
Merchandise inventory at FIFO (approximates
current cost) 7,495 7,943
LIFO allowance (2,807) (2,807)
--------- --------
Total merchandise 4,688 5,136
--------- --------
Materials and supplies inventory at FIFO 8,606 8,749
--------- --------
TOTAL INVENTORY $ 86,713 $ 69,195
========= =========
NOTE D--LONG-TERM DEBT AND CREDIT ARRANGEMENTS
Long-term debt consisted of the following:
June 30 December 31
2000 1999
--------- ---------
(thousands of dollars)
Unsecured 10 7/8% Senior Notes $ 124,857 $ 124,841
Purchase Money Liens 4,579 4,835
Other obligations - 135
--------- ---------
129,436 129,811
Less current portion 582 631
--------- ---------
LONG-TERM DEBT $ 128,854 $ 129,180
========= =========
The 10 7/8% Senior Notes due 2005 (Notes) were issued under an
Indenture, as amended (Indenture), which includes certain
restrictions and limitations affecting the payment of dividends,
repurchase of capital stock and incurrence of additional debt.
The Purchase Money Liens (Liens) outstanding as of June 30, 2000
represent loans to finance land, buildings and equipment for
several service station and convenience store locations. These
borrowings are repayable over 60 to 72 months at a fixed interest
rate. The Liens are secured by assets having a net book value of
$6.9 million. The remaining principal balance is payable monthly
through May 2004.
During March 1999, the Company amended the Loan and Security
Agreement (Secured Credit Facility), to provide for up to $125
million in cash borrowings and letters of credit. The Secured
Credit Facility, which expires in December 2001, is secured by
certain current assets of the Company, and may be used for
general corporate and working capital requirements. It includes
limitations on additional indebtedness and cash dividends and
requires compliance with financial covenants regarding minimum
levels of working capital and net worth. Borrowings under the
Secured Credit Facility bear interest based on the prime rate or
LIBOR based rates. Additionally, the Company pays a fee for
unused commitments.
Up to $75 million of the Secured Credit Facility is subject to
availability of eligible collateral after reserves and the
application of advance rates. The remaining $50 million of
availability, which is provided by Rosemore, Inc. (Rosemore), a
related party to the Company, is not subject to the limitation of
eligible collateral. As of June 30, 2000, eligible collateral,
as related to the first $75 million of availability under the
Secured Credit Facility, was approximately $130.7 million. As of
June 30, 2000, the Company had $27.6 million in letters of credit
and no cash borrowings outstanding pursuant to the Secured Credit
Facility. As of July 28, 2000, there were no cash borrowings and
$43.0 million of outstanding letters of credit pursuant to the
Secured Credit Facility.
<PAGE>
The Company has obtained additional financial support from
Rosemore that currently expires on September 30, 2000. As of
June 30, 2000, the Company had $24.3 million in outstanding
performance guarantees from Rosemore relative to the Company's
purchase of crude oil, feedstocks and other petroleum products.
As of July 28, 2000, $61.0 million of guarantees were provided by
Rosemore. The Company pays Rosemore a commitment fee for these
outstanding performance guarantees. Rosemore has also made
available to the Company up to $16.2 million in unsecured cash
borrowings. No borrowings under this facility were outstanding
at June 30, 2000 or at July 28, 2000.
NOTE E--CRUDE OIL AND REFINED PRODUCT HEDGING ACTIVITIES
The net deferred loss from futures contracts (excluding forward
contracts) included in crude oil and refined product hedging
strategies was approximately $3.5 million at June 30, 2000.
Included in these hedging strategies are futures contracts
maturing through September 2000. The Company is using these
contracts to defer the pricing of approximately 9.3% of its crude
oil commitments for the aforementioned period.
NOTE F--CALCULATION OF NET INCOME (LOSS) PER COMMON SHARE
Class A Common stockholders are entitled to one vote per share
and have the right to elect all directors other than those to be
elected by other classes of stock. Class B Common stockholders
are entitled to one-tenth vote per share and have the right to
elect two directors. The average outstanding and equivalent
shares excludes 196,450 and 175,252 shares of Performance Vested
Restricted Stock (PVRS) shares registered to participants in the
1994 Long-Term Incentive Plan (Plan) at June 30, 2000 and 1999,
respectively. The PVRS shares are not considered outstanding for
the basic earnings per share calculations until the shares are
released to the Plan participants.
The following table provides a reconciliation of the basic and
diluted earnings per share calculations:
Three Months Ended June 30
2000 1999
----------- -----------
(thousands of dollars, except share data)
INCOME (LOSS) APPLICABLE TO
COMMON SHARES
Net income (loss) $ 9,213 $ (11,029)
=========== ===========
Common shares outstanding at April 1,
2000 and 1999, respectively 10,071,256 10,053,611
Restricted shares held by the Company
at April 1, 2000 and 1999,
respectively (199,825) (182,180)
----------- -----------
Weighted average number of common
shares outstanding, as adjusted,
at June 30, 2000 and 1999,
respectively - basic 9,871,431 9,871,431
=========== ============
Effect of dilutive securities:
Contingent issuance - Performance
Vested
Restricted shares 114,546 -
Employee stock options 7,670 -
----------- ------------
Weighted average number of common shares
outstanding, as adjusted, at June 30,
2000 and 1999, respectively - diluted 9,993,647 9,871,431
=========== ============
EARNINGS PER SHARE:
Net income (loss) basic $ 0.93 $ (1.12)
=========== ===========
Net income (loss) diluted $ 0.92 $ (1.12)
=========== ===========
<PAGE>
Six Months Ended June 30
2000 1999
----------- -----------
(thousands of dollars, except share data)
INCOME (LOSS) APPLICABLE TO
COMMON SHARES
Net income (loss) $ 5,650 $ (22,859)
=========== ===========
Common shares outstanding at January 1,
2000 and 1999, respectively 10,071,256 10,053,611
Restricted shares held by the Company
at January 1, 2000 and 1999,
respectively (199,825) (182,180)
----------- -----------
Weighted average number of common
shares outstanding, as adjusted,
at June 30, 2000 and 1999,
respectively - basic 9,871,431 9,871,431
=========== ============
Effect of dilutive securities:
Contingent issuance - Performance
Vested
Restricted shares 127,951 -
Employee stock options 1,477 -
----------- ------------
Weighted average number of common shares
outstanding, as adjusted, at June 30,
2000 and 1999, respectively - diluted 10,000,859 9,871,431
=========== ============
EARNINGS PER SHARE:
Net income (loss) basic $ 0.57 $ (2.32)
=========== ===========
Net income (loss) diluted $ 0.56 $ (2.32)
=========== ===========
NOTE G--LITIGATION AND CONTINGENCIES
As previously disclosed, on January 13, 2000, the Company received a Notice
of Enforcement (NOE) from the Texas Natural Resource Conservation Commission
(TNRCC) regarding alleged state and federal air quality violations. In a
letter dated May 3, 2000 the TNRCC informed the Company that the agency is
proposing to enter an administrative order against the Company that would
assess civil penalties of $1.3 million primarily for alleged violations
of the federal New Source Performance Standards for hydrogen sulfide and
sulfur dioxide and additional violations of other air regulations at the
Pasadena refinery, as reflected in three notices of violation or enforcement
dated February 3, 1999, January 13, 2000 and April 3, 2000. The time
period covered is April 1, 1998 through December 31, 1999. Following
negotiations with the Company, the TNRCC agreed to reduce the proposed civil
penalty to $873,000. The Company believes that it has valid legal defenses
for the majority of the alleged violations and that even as revised the
proposed penalty is excessive. Accordingly, the Company intends to continue
to attempt to negotiate an appropriate settlement with the Agency. In any
case, the ultimate outcome of the enforcement action, in the opinion of
management, is not expected to have a material adverse effect on the
Company. Furthermore, the Company does not believe the alleged violations
in the proposed administrative order change the Company's position with
respect to the defense of charges that may be filed by the United States
Department of Justice (DOJ) for alleged sulfur violations that
have been subject to prior TNRCC action or the proposed administrative
order.
On May 5, 2000, the DOJ proposed orally to settle a number of alleged
violations of environmental regulations (other than alleged sulfur
violations) against the Company for $920,000. The Company believes that
it either has valid defenses to a majority of the other alleged violations
or that the alleged violations are DE MINIMIS in nature and, in any case,
that the ultimate outcome of the enforcement action, in the opinion of
management, is not expected to have a material adverse effect on the Company.
<PAGE>
The Company continues to be involved as a defendant in various matters of
litigation, some of which are for substantial amounts. There have been no
other changes in the status of litigation and contingencies as discussed
in Note I of the Notes to the Consolidated Financial Statements in the
Annual Report on Form 10-K, as amended, for the year ended December 31,
1999 and in Note G of the Notes to the Consolidated Financial Statements
in the Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000 which, in the opinion of management, after consultation
with counsel, are expected to have a material adverse effect on the Company.
Note H--Segment Information
The Company has two reportable segments: refinery operations and retail
marketing. The Company's refinery operations segment consists of two high-
conversion petroleum refineries and related wholesale distribution networks.
One refinery is located in Pasadena, Texas and the other refinery is located
in Tyler, Texas. The Pasadena and Tyler refining operations sell petroleum
products directly to other oil companies, jobbers, and independent
marketers. In addition, the Pasadena refining operation sells directly into
the Gulf Coast spot market as well as to an independent network of dealer-
operated retail units that sell Crown-branded petroleum products and to the
Company's own retail segment. The Company's retail segment sells petroleum
products and convenience store merchandise directly to retail customers.
The Company evaluates performance and allocates resources based on profit or
loss from operations before income taxes, interest income or expense, and
corporate expenses. The accounting policies of the reportable segments are
the same as those described in the summary of accounting policies contained
in Note A of the Notes to Consolidated Financial Statements in the Annual
Report on Form 10-K, as amended, for the year ended December 31, 1999.
Intersegment sales and transfers are recorded at market prices. Income or
loss on intersegment sales is eliminated in consolidation.
The Company's reportable segments are business divisions that offer
different operating and gross margin characteristics and different
distribution methods. The reportable segments are each managed separately
due to their distinct operating characteristics.
<PAGE>
Three Months Ended Six Months Ended
June 30 June 30
2000 1999 2000 1999
-------- -------- -------- --------
(thousands of dollars)
Sales and operating revenues from
external customers:
Refinery operations $327,041 $167,186 $614,636 $301,460
Retail operations 154,763 114,912 289,294 206,463
Other revenues 167 172 350 300
Other adjustments (922) (857) (1,747) (1,645)
-------- -------- -------- --------
Total sales and operating revenues $481,049 $281,413 $902,533 $506,578
======== ======== ======== ========
Intersegment sales and operating
revenues:
Refinery operations $123,771 $ 67,703 $240,834 $152,125
Income (loss) before income taxes:
Refinery operations $ 22,971 $ (8,949) $ 30,299 $(18,023)
Retail operations 3,475 3,698 3,416 2,332
Other income (loss) 677 (536) 749 829
Unallocated amounts:
Corporate (expenses) (10,564) (7,944) (17,123) (13,880)
Net interest (expenses) (4,073) (3,540) (8,131) (6,879)
-------- -------- -------- --------
Total income (loss) before income taxes $ 12,486 $(17,271) $ 9,210 $(35,621)
======== ======== ======== ========
Other adjustments includes items that are reported as a component
of Sales and operating revenues for management reporting purposes
but are reported as a component of operating costs and expenses
in accordance with accounting principles generally accepted in
the United States.
NOTE I--OTHER MATTERS
The Company filed a Definitive Proxy Statement with the
Securities and Exchange Commission dated July 20, 2000, as
subsequently amended, wherein Rosemore, Inc., a related party,
has offered to merge with the Company by paying stockholders of
the Company $9.50 per share for all outstanding shares of both
Class A and Class B common stocks. The Board of Directors of the
Company has requested stockholders to vote for the proposed
merger. An August 24, 2000 Special Meeting of Stockholders has
been set to vote on the proposed merger.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONSOLIDATED RESULTS OF OPERATIONS
Consolidated sales and operating revenues increased $199.6
million or 70.9% for the three months ended June 30, 2000
compared to the same period of 1999. For the six months ended
June 30, 2000, consolidated sales and operating revenues
increased $396.0 million or 78.2% compared to 1999. These
increases were primarily attributable to 112.1% and 102.8%
increases in the average sales price per gallon of refined
petroleum products and to the 6.6% and 1.6% increases in the
volume of petroleum products sold for the three and six months
ended June 30, 2000, respectively. The increase in volumes sold
is primarily related to increases in refining petroleum product
production due to higher available refining margins in 2000
compared to 1999. These increases were partially offset by a
2.9% decrease in merchandise sales for the three months ended and
a 2.5% decrease in merchandise sales for the six months ended
June 30, 2000. These decreases were primarily due to the sale in
the fourth quarter of 1999 of 14 non-strategic retail stores and
the sale or closure of seven additional locations. Merchandise
sales on a same store basis increased when comparing both the
three and six months ended June 30, 2000 with the same periods in
1999. (See Retail Results of Operations below for further
discussion).
Consolidated costs and operating expenses increased $169.9
million or 65.2% for the three months ended June 30, 2000
compared to the same period of 1999. For the six months ended
June 30, 2000, consolidated costs and operating expenses increased
$351.5 million or 75.6% compared to the same period in 1999. These
increases were primarily due to higher costs of crude oil and purchased
feedstocks compared with the same periods of the prior year. West Texas
Intermediate (WTI) crude oil, an industry benchmark, averaged $28.93 per
barrel for the second quarter ended June 30, 2000, a 64.0%
increase over the same period in 1999 when the average was $17.64
per barrel. For the six months ended June 30, 2000, the WTI
crude oil average price increased 87.8% to $28.88 per barrel from
$15.38 per barrel for the same period in 1999. The Company's use
of the last-in, first-out (LIFO) method of valuing its inventory
was significantly affected by these price increases, resulting in
increases of the Company's costs and operating expenses of
approximately $2.9 million for the second quarter ended June 30,
2000 and $30.3 million for the six months ended June 30, 2000
compared to $12.3 for the second quarter ended June 30, 1999 and
$21.5 million for the six months ended June 30, 1999. Costs and
operating expenses for the six months ended 1999 were partially
offset by a recovery of $7.1 million in the first quarter of 1999
related to the lower of cost or market reserve established in
1998 due to an industry-wide decline in the market prices of
crude oil and refined products. The Company's use of the LIFO
method to value its inventory results in better matching of costs
to revenues. In periods of rising prices, the LIFO method may
cause reported operating income to be lower than the use of the
first-in, first-out, (FIFO) method. Conversely, in periods of
falling prices the LIFO method may cause reported operating
income to be higher than the use of the FIFO method. In 1994, the
Company established the Performance Incentive Plan (PIP) to
recognize and reward employees for the financial achievements of
the Company. Awards under the plan are based on the Company's
achievement of certain key performance goals related to Earnings
Before Interest, Taxes, Depreciation, Amortization, Abandonments
of property, plant and equipment, and LIFO inventory adjustments
(EBITDAAL) and Net Income. Due to the Company's improved
performance through the six months ended June 30, 2000, costs and
operating expenses included $4.4 million of accrued employee
incentive payments under the PIP.
Selling expenses decreased $1.1 million or 5.0% for the three
months ended June 30, 2000 and decreased $3.4 million or 7.8% for
the six months ended June 30, 2000 when compared to the same
periods ended in 1999. These decreases are due to reductions in
personnel, maintenance and advertising costs related to the
Company's retail segment, principally due to the reduction of
retail stores previously mentioned and to a retail marketing
administrative staff reorganization in mid-year 1999.
Administrative expenses decreased 5.9% for the second quarter
2000 and 4.3% for the six months ended June 30, 2000 compared to
the same periods in 1999. These decreases are due primarily to
reductions in personnel throughout the administrative area as a
result of the completion of the company-wide business process
reengineering project in December 1999, which included a computer
system upgrade, and also provided year 2000 conformance of the
Company's computer systems.
Depreciation and amortization increased 6.8% in the three months
ended June 30, 2000 and 8.2% in the six months ended June 30,
2000 when compared to the same periods ended in 1999. These
increases were primarily attributable to the increases in the
depreciable base of the Company's computer systems as a result of
the information systems upgrade mentioned above.
EBITDAAL, which measures the Company's cash flow from operations
on a FIFO inventory basis increased $56.4 million from $10.2
million for the six months ended June 30, 1999 to $66.6 million
for the same period ended in 2000. The increase principally
reflects improved industry margins. This increase in EBITDAAL
primarily funded higher working capital requirements attributable
to rising crude oil and refined product prices.
REFINING RESULTS OF OPERATIONS
Refining sales and operating revenues for the three months ended
June 30, 2000 increased $159.9 million to $327.0 million from
$167.2 million for the second quarter ended June 30, 1999. For
the six months ended June 30, 2000 Refining sales and operating
revenues increased $313.2 million to $614.6 million. These
increases were due primarily to significant increases in the
average selling prices per barrel of refined petroleum products
of 126.9% for the three months ended June 30, 2000 and 101.3% for
the six months ended June 30, 2000 when compared with the same
periods of 1999. Petroleum product volumes sold during the three
and six months ended June 30, 2000 also increased by 10.9% and
4.1%, respectively when compared to the same periods of 1999.
Refining gross margin before LIFO increased $27.5 million (79.1%)
from $34.8 million for the three months ended June 30, 1999 to
$62.3 million for the three months ended June 30, 2000. For the
six months ended June 30, 2000, the refining gross margin before
<PAGE>
LIFO increased $62.4 million to $127.8 million when compared to
the same period in 1999. These increases in refining gross
margin reflect similar industry-wide increases in average
refining margins due to the demand for refined petroleum products
exceeding the available supply of crude oil and refined petroleum
products during the period. The Company's refining gross margin
per barrel of $4.33 for the quarter ended June 30, 2000 and $4.36
for the six months ended June 30, 2000 were lower than the
average 20-day delayed Gulf Coast 3-2-1 benchmark of $6.23 per
barrel and $5.16 per barrel for the same quarter and six months
ended, respectively. This difference is primarily due to firm
commitment losses during the quarter of $10.1 million or $0.74
per barrel and to the fixed processing fee received on
approximately 35,000 barrels per day related to the Company's
crude oil based processing agreement with Statoil Marketing and
Trading (US) Inc. (Statoil Agreement). In periods of high
refining margins the fixed processing fee received under the
Statoil Agreement has a negative effect on the Company's average
refining margin per barrel and conversely, in periods of low
refining margins, the agreement has a positive impact on the
Company's average refining margin per barrel. During the three
months ended June 30, 2000, the Company's refineries experienced
some major unit outages that resulted in lost opportunity margin
of approximately $1.2 million or $0.09 per barrel. The unit
outages occurred in April, in which the refining margins were at
its lowest levels during the quarter. Both refineries were
operating at rated capacity in May and June when margins were at
its highest levels during the quarter. For the three and six
months ended June 30, 1999, the Statoil Agreement's processing
fee per barrel exceeded the average 20-day delayed Gulf Coast 3-
2-1 benchmark that prevailed during the periods. As a result,
the Company's three and six months ended 1999 refining gross
margins of $2.55 per barrel and $2.76 per barrel, respectively,
were slightly higher than the average 20-day delayed Gulf Coast
3-2-1 benchmark of $2.32 per barrel for the three months ended
June 30, 1999 and the $2.25 per barrel for the six months ended
June 30, 1999. The Company's use of the LIFO method to value its
inventories had a significant impact on its refining gross
margin. The effect of LIFO, in these periods of rising prices,
decreased the Company's refining gross margin by $2.7 million and
$29.8 million for the three and six months ended June 30, 2000
and by $12.3 million and $21.5 million for the three and six
months ended June 30, 1999. The 1999 refinery operating income
reflects the lower of cost or market recovery of $7.1 million
previously discussed.
Refining operating expenses increased $2.4 million or 7.1% for
the three months ended June 30, 2000 and $3.2 million for the six
months ended June 30, 2000 when compared to the same periods in
1999. These increases were primarily due to higher utility and
fuel gas expenses partially offset by lower refinery operating
costs due to reduced personnel costs and lower maintenance costs
when compared to the same periods of 1999.
As a result of the Company's significant increase in refining
margin EBITDAAL from refining operations improved $24.1 million
to $31.2 million for the three months ended June 30, 2000
compared with the same period in 1999. EBITDAAL from refining
operations for the six months ended June 30, 2000 was $70.6
million compared to $12.2 million for the same six month period
in 1999. The Company anticipates using the increased cash flow
to fund the potential increase in working capital requirements of
approximately $27.0 million (at current WTI prices) that may
result from the completion of the Statoil Agreement due to expire
in October 2000.
RETAIL RESULTS OF OPERATIONS
Retail sales and operating revenues increased from $114.9 million
for the three months ended June 30, 1999 to $154.8 million for
the same period ended in 2000. The six months results reflect
similar increases from the prior year; revenues were $289.3
million at June 30, 2000 versus $206.5 million at June 30, 1999.
The 2000 revenue increases are due primarily to higher retail
prices of refined petroleum products. Retail petroleum product
volumes decreased 7.2 million gallons for the quarter ended June
30, 2000 from the same period results last year and decreased
13.4 million gallons for the six months period. These decreases
were primarily the result of the disposal of 14 non-strategic
locations sold in the fourth quarter of 1999. The retail
petroleum product volumes sold on a same store basis decreased
2.0% for the quarter and 1.4% for the six months period,
primarily as a result of the Company's more aggressive gasoline
margin pricing which is reflected by the increase in gasoline
margin per gallon, compared to the same period of the prior year.
The Company has not been able to attribute any specific impact in
retail gasoline volumes to the orchestrated corporate campaign
sponsored by the union. (See the last paragraph of the Liquidity
and Capital Resources section of this report for a further
discussion of the campaign.) Merchandise sales on a same store
basis increased approximately 3.2% for the three months ended
June 30, 2000 compared to the same period in 1999. For the six
month period ended June 30, 2000, merchandise sales increased
3.5% from the prior year. The increase in merchandise sales on a
same store basis is primarily due to increases in the selling
prices of tobacco products, beer and wine.
The Company's retail gasoline gross margin increased from $0.098
per gallon for the three months ended June 30, 1999 to $0.103 per
gallon for the same period in 2000. The increase for the six
months ended June 30, 2000 was approximately $0.001 per gallon.
The increase in the retail gasoline gross margin per gallon in
the second quarter 2000 was primarily the result of the Company's
aggressive gas margin pricing strategy. Overall the gasoline
gross margin dollars remained stable for the quarter at $12.2
million dollars as compared to the same period in 1999 despite
the decrease in the number of retail facilities. Year to date
gasoline gross margin dollars at retail declined slightly to
$21.6 million in 2000 versus $22.8 million in 1999. The
<PAGE>
Company's merchandise gross margin percentage increased to 32.0%
for the three months ended June 30, 2000 from 30.7% for the same
period in 1999. For the six months ended June 30, 2000 the
merchandise gross margin percentage increased 1% when compared to
the prior year comparative period. This increase in merchandise
margin is a result of the Company's margin focused pricing
strategy on certain high volume products sold and to its focused
efforts on qualifying for and obtaining increased vendor rebates.
These increases in margin percentage enabled merchandise gross
margin dollars to increase for the three and six month period
ended June 30, 2000 despite the reduction of 14 facilities from
the prior year.
Retail operating expenses decreased 8.4% for the three months
ended June 30, 2000 compared to the same period in 1999 and
expenses decreased 9.1% for the comparative six months period.
This decrease is primarily the result of direct costs related to
the Company's sale of the 14 non-strategic stores, cost savings
related to support personnel reductions as well as overall
reduced advertising and maintenance costs. These decreases were
partially offset by an increase in depreciation and amortization
expenses related to the completion of the Company's retail point-
of-sale (POS) system implementation in December 1999.
Second quarter retail EBITDAAL improved by $1.4 million in 2000
from $5.6 million in 1999 to $7.0 million. The year to date
retail EBITDAAL increased $2.6 million from $7.2 million in 1999
to $9.8 million at June 30, 2000. The increases in EBITDAAL
result primarily from the reduction in cash operating expenses
due to the store closings and overall reductions in retail
personnel related to the non-strategic area.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities (including changes in
assets and liabilities) was $9.8 million for the six months ended
June 30, 2000 compared to net cash used of $8.7 million for the
six months ended June 30, 1999. Net cash outflows from changes
in assets and liabilities for the six months ended June 30, 2000
consisted primarily of increases in accounts receivable,
inventories and other current assets somewhat offset by smaller
increases in crude oil and other accounts payable. These changes
were primarily due to the increase in selling prices of refined
products and the increase in the costs of crude oil and other
purchased feedstocks, respectively. Operating cash flow before
changes in assets and liabilities was $28.6 million. The 1999
outflows consisted primarily of net cash used in operations
before changes in assets and liabilities totaling $14.0 million.
Partially offsetting these cash outflows were cash inflows from
changes in assets and liabilities of $5.3 million resulting
primarily from an increase in raw material liabilities due to
higher costs. These working capital inflows were partially
offset by increases in accounts receivable and inventories and by
a decrease in other accounts payable.
Net cash outflows from investment activities were $11.3 million
for the six months ended June 30, 2000 compared to a net outflow
of $16.9 million for the same 1999 period. The 2000 outflows
consisted primarily of capital expenditures of $8.1 million
(which includes $2.9 million for refinery operations, $4.9
million relating to the marketing area and $0.3 million for
corporate and other areas) and deferred turnaround maintenance
expenditures of $4.3 million offset by $1.4 million in proceeds
from the sales of property and equipment. The 1999 investing
activities consisted of capital expenditures of $12.9 million
(which includes $6.4 million for refinery operations, $5.5
million for marketing operations, and $1.0 million for corporate
and other operations). Additionally in 1999, there were refinery
turnaround expenditures of $5.5 million and $1.2 million in
capitalized software costs. These cash outflows were partially
offset by proceeds from the sale of property and equipment of
$1.2 million, and decreases in other charges due to cash receipts
from a litigation settlement of $1.7 million.
The Company's financing activities for the six months ended June
30, 2000 consisted of net cash used in the repayment of
borrowings from the its Secured Credit Facility of $0.4 million
as compared to net cash provided from borrowings under the
Secured Credit Facility of $23.7 million for the six months ended
June 30, 1999.
The ratio of current assets to current liabilities at June 30,
2000 was 1.00 to 1 compared to 0.93 to 1 at June 30, 1999 and .93
to 1 at December 31, 1999. If FIFO values had been used for
all inventories, assuming an incremental effective income tax
rate of 38.5%, the ratio of current assets to current liabilities
would have been 1.39 to 1 at June 30, 2000, 1.04 to 1 at
June 30, 1999 and 1.20 to 1 at December 31, 1999.
Like other petroleum refiners and marketers, the Company's
operations are subject to extensive and rapidly changing federal
and state environmental regulations governing air emissions,
waste water discharges, and solid and hazardous waste management
activities. The Company's policy is to accrue environmental and
clean-up related costs of a non-capital nature when it is both
probable that a liability has been incurred and that the amount
can be reasonably estimated. While it is often extremely
difficult to reasonably quantify future environmental related
expenditures, the Company anticipates that significant capital
investments will continue to be required over the next year to
comply with existing regulations. The Company believes that cash
provided from its operating activities, together with other
available sources of liquidity will be sufficient to fund these
costs. The Company had recorded a liability of approximately $6.9
million as of June 30, 2000 to cover the estimated costs of
compliance with environmental regulations that are not
anticipated to be of a capital nature. The $6.9 million
liability includes accruals for
<PAGE>
issues extending beyond the year 2000.
Environmental liabilities are subject to considerable
uncertainties that affect the Company's ability to estimate the
ultimate cost of its remediation efforts. These uncertainties
include the exact nature and extent of the contamination at each
site, the extent of required clean-up efforts, varying costs of
alternative remediation strategies, changes in environmental
remediation requirements, the number and financial strength of
other potentially responsible parties at multi-party sites and
the identification of new environmental sites. As a result,
charges to income for environmental liabilities could have a
material effect on results of operations in a particular quarter
or year as assessments and remediation efforts proceed or as new
claims arise. However, management is not aware of any
environmental matters that would be reasonably expected to have a
material adverse effect on the Company.
During 2000, the Company estimates environmental expenditures at
the Pasadena and Tyler refineries, of at least $2.5 million and
$0.5 million, respectively. Of these amounts, it is anticipated
that $0.8 million for Pasadena and $0.1 million for Tyler will be
of a capital nature, while $1.7 million and $0.4 million,
respectively, has been budgeted for non-capital remediation
efforts. At the Company's marketing facilities, environmental
expenditures relating to previously accrued non-capital
compliance efforts are planned for 2000 totaling approximately
$3.3 million.
The Company's principal purchases (crude oil and convenience
store merchandise) are transacted under open lines of credit with
its major suppliers, through credit enhancements pursuant to the
Secured Credit Facility, or through financial performance
guarantees provided by Rosemore, Inc. (Rosemore), a related party
to the Company. The Company maintains its Secured Credit
Facility to finance its working capital requirements and
supplement internally generated sources of cash for corporate
requirements.
During March 1999, the Company amended the Loan and Security
Agreement (Secured Credit Facility), to provide for up to $125
million in cash borrowings and letters of credit. The Secured
Credit Facility, which expires in December 2001, is secured by
certain current assets of the Company, and may be used for
general corporate and working capital requirements. It includes
limitations on additional indebtedness and cash dividends and
requires compliance with financial covenants regarding minimum
levels of working capital and net worth. Borrowings under the
Secured Credit Facility bear interest based on the prime rate or
LIBOR based rates. Additionally, the Company pays a fee for
unused commitments.
Up to $75 million of the Secured Credit Facility is subject to
availability of eligible collateral after reserves and the
application of advance rates. The remaining $50 million of
availability, which is provided by Rosemore, a related party to
the Company, is not subject to the limitation of eligible
collateral. As of June 30, 2000, eligible collateral, as related
to the first $75 million of availability under the Secured Credit
Facility, was approximately $130.7 million. As of June 30, 2000,
the Company had $27.6 million in letters of credit and no cash
borrowings outstanding pursuant to the Secured Credit Facility.
As of July 28, 2000, there were no cash borrowings and $43.0
million of outstanding letters of credit pursuant to the Secured
Credit Facility.
The Company has obtained additional financial support from
Rosemore that currently expires on September 30, 2000. As of
June 30, 2000, the Company had $24.3 million in outstanding
performance guarantees from Rosemore relative to the Company's
purchase of crude oil, feedstocks and other petroleum products.
As of July 28, 2000, $61.0 million of guarantees were provided by
Rosemore. The Company pays Rosemore a commitment fee for these
outstanding performance guarantees. Rosemore has also made
available to the Company up to $16.2 million in unsecured cash
borrowings. No borrowings under this facility were outstanding
at June 30, 2000 or at July 28, 2000. The expiration of
Rosemore's agreements to provide performance guarantees and
unsecured cash borrowings, without further renewal, could result
in the Company's inability to maintain current production levels
assuming oil prices remain at or exceed current levels.
Since February 1, 2000, at the Company's option, the 10 7/8%
Senior Notes (Notes) may be redeemed at 105.42% of the principal
amount and at an annually declining premium over the principal
amount until February 1, 2003, when no premium is required. The
Notes were issued under an Indenture, as amended (Indenture),
which includes certain restrictions and limitations affecting the
payment of dividends, repurchase of capital stock and incurrence
of additional debt. The Notes have no sinking fund requirements.
The Purchase Money Liens (Liens) outstanding as of June 30, 2000
represent loans to finance land, buildings and equipment for
several service station and convenience store locations. These
borrowings are repayable over 60 to 72 months at a fixed interest
rate. The Liens are secured by assets having a net book value of
$6.9 million. The remaining principal balance is payable monthly
through May 2004.
The Company's management is involved in a continual process of
evaluating growth opportunities in its business segments as well
as its capital resource alternatives. Total capital expenditures
and deferred turnaround costs in 2000 are projected to
approximate $29.5 million. The capital expenditures relate
primarily to planned improvements at the Company's refineries,
retail unit improvements and to company-wide environmental
requirements. The Company believes, but there can be no
assurance, that cash provided from its operating activities,
together with other available sources of liquidity, including
Rosemore and the Secured Credit Facility, or a successor
agreement, will be sufficient for the remainder of the year to
make required payments of principal and interest on its debt,
permit anticipated capital expenditures and fund the Company's
<PAGE>
working capital requirements. The Secured Credit Facility
expires on December 10, 2001 but may be extended for additional
one-year periods upon agreement between the Company and the agent
of the facility. Any major acquisition or other substantial
expenditure would likely require a combination of additional debt
and equity. The Company is currently negotiating a sale/leaseback
of certain of its retail properties and anticipates closing
on approximately $15.0 million of proceeds during the second
half of 2000.
The Company places its temporary cash investments in high credit
quality financial instruments, which comply with the requirements
contained in the Company's financing agreements. These
securities mature within 90 days and, therefore, bear minimal
interest rate risk. The Company has not experienced any losses
on these investments.
The Company faces intense competition in all of the business
areas in which it operates. Many of the Company's competitors
are substantially larger and, therefore, the Company's earnings
can be affected by the marketing and pricing policies of its
competitors, as well as changes in raw material costs.
Merchandise sales and operating revenues from the Company's
convenience stores are seasonal in nature, generally producing
higher sales and earnings in the summer months than at other
times of the year. Gasoline sales, both at the Company's multi-
pump stations and convenience stores, are also somewhat seasonal
in nature and, therefore, related revenues may vary during the
year. This seasonality does not, however, negatively impact the
Company's overall ability to sell its refined products.
The Company maintains business interruption insurance to protect
itself against losses resulting from shutdowns of refinery
operations from fire, explosions and certain other insured
casualties. Business interruption coverage begins for such
losses in excess of $2 million.
The Company has disclosed in Item 3. Legal Proceedings on page 6
and in Note I of the Notes to Consolidated Financial Statements
on page 35 of the Annual Report on Form 10-K, as amended, for the
year ended December 31, 1999, and in Part II, Item 1. Legal
Proceedings and in Note G of the Notes to Consolidated Financial
Statements of the Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000, various contingencies which involve
litigation and environmental liabilities. Depending on the
occurrence, amount and timing of an unfavorable resolution of
these contingencies, the outcome of which cannot reasonably be
determined at this time, it is possible that the Company's future
results of operations and cash flows could be materially affected
in a particular quarter or year. However, after consultation
with counsel, in the opinion of management, the ultimate
resolution of any of these contingencies is not expected to have
a material adverse effect on the Company. Additionally, as
discussed in Item 3. Legal Proceedings on page 6 of the Annual
Report on Form 10-K, as amended, for the year ended December 31,
1999, the Company's collective bargaining agreement at its
Pasadena refinery expired on February 1, 1996. Following a
number of incidents apparently intended to disrupt normal
operations and also as a result of its unsatisfactory status of
the negotiations, on February 5, 1996, the Company invoked a
lock-out of employees in the collective bargaining unit at the
Pasadena facility. Since that time, PACE, the union to which the
collective bargaining unit belongs has waged an orchestrated
corporate campaign including sponsoring a boycott of the
Company's retail facilities and supporting various lawsuits
against the Company. The Company has been operating the Pasadena
refinery since the lock-out and intends to continue to do so
during the negotiation period with the collective bargaining
unit. Although the impact of the corporate campaign on the
Company is difficult to measure, management does not believe that
the corporate campaign has had a material adverse impact on the
Company's operations. However, it is possible that the corporate
campaign could have a material adverse impact on the Company's
future results of operations. The lock-out and negotiations on a
new contract continue.
EFFECTS OF INFLATION AND CHANGING PRICES
The Company's financial statements were prepared using the
historical cost method of accounting and, as a result, do not
reflect changes in the purchasing power of the dollar. In the
capital intensive industry in which the Company operates, the
replacement costs for its properties would generally far exceed
their historical costs. As a result, depreciation would be
greater if it were based on current replacement costs. However,
since the replacement facilities would reflect technological
improvements and changes in business strategies, such facilities
would be expected to be more productive and versatile than
existing facilities, thereby increasing profits and mitigating
increased depreciation and operating costs.
In recent years, crude oil and refined petroleum product prices
have been volatile which has impacted working capital
requirements. If the prices increase in the future, the Company
would expect a related increase in working capital needs and
financial performance capability.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's operating results have been, and will continue to
be, affected by a wide variety of factors that could have an
adverse effect on profitability during any particular period,
many of which are beyond the Company's control. Among these are
<PAGE>
the supply and demand for crude oil and refined products, which
is largely driven by the condition of local and worldwide
economies and politics, although seasonality and weather patterns
also play a significant part. Governmental regulations and
policies, particularly in the areas of energy and the
environment, also have a significant impact on the Company's
activities. Operating results can be affected by these industry
factors, by competition in the particular geographic markets that
the Company serves and by Company-specific factors, such as the
success of particular marketing programs and refinery operations.
In addition, the Company's profitability depends largely on the
difference between market prices for refined petroleum products
and crude oil prices. This margin is continually changing and
may fluctuate significantly from time to time. Crude oil and
refined products are commodities whose price levels are
determined by market forces beyond the control of the Company.
Additionally, due to the seasonality of refined products and
refinery maintenance schedules, results of operations for any
particular quarter of a fiscal year are not necessarily
indicative of results for the full year. In general, prices for
refined products are significantly influenced by the price of
crude oil. Although an increase or decrease in the price for
crude oil generally results in a corresponding increase or
decrease in prices for refined products, often there is a time
lag in the realization of the corresponding increase or decrease
in prices for refined products. The effect of changes in crude
oil prices on operating results therefore depends in part on how
quickly refined product prices adjust to reflect these changes.
A substantial or prolonged increase in crude oil prices without a
corresponding increase in refined product prices, a substantial
or prolonged decrease in refined product prices without a
corresponding decrease in crude oil prices, or a substantial or
prolonged decrease in demand for refined products could have a
significant negative effect on the Company's earnings and cash
flows.
The profitability and liquidity of the Company is dependent on
refining and selling quantities of refined products at margins
sufficient to cover operating costs, including any future
inflationary pressures. The refining business is characterized
by high fixed costs resulting from the significant capital
outlays associated with refineries, terminals and related
facilities. Furthermore, future regulatory requirements or competitive
pressures could result in additional capital expenditures, which
may or may not produce desired results. Such capital
expenditures may require significant financial resources that may
be contingent on the Company's continued access to capital
markets and commercial bank financing on favorable terms
including acceptable financial covenants.
Purchases of crude oil supply are typically made pursuant to
relatively short-term, renewable contracts with numerous foreign
and domestic major and independent oil producers, generally
containing market-responsive pricing provisions. Futures,
forwards and exchange-traded options are used to minimize the
exposure of the Company's refining margins to crude oil and
refined product fluctuations. The Company also uses the futures
market to help manage the price risk inherent in purchasing crude
oil in advance of the delivery date, and in maintaining the
inventories contained within its refinery and pipeline system.
Hedging strategies used to minimize this exposure include fixing
a future margin between crude oil and certain finished products
and also hedging fixed price purchase and sales commitments of
crude oil and refined products. While the Company's hedging
activities are intended to reduce volatility while providing an
acceptable profit margin on a portion of production, the use of
such a program can effect the Company's ability to participate in
an improvement in related product profit margins. Although the
Company's net sales and operating revenues fluctuate
significantly with movements in industry crude oil prices, such
prices do not have a direct relationship to net earnings, which
are subject to the impact of the Company's LIFO method of
accounting. The effect of changes in crude oil prices on the
Company's operating results is determined more by the rate at
which the prices of refined products adjust to reflect such
changes.
The following table presents the current market value of the
Company's outstanding derivative commodity instruments held at
June 30, 2000 based on crude oil and refined products market
prices at that date and the estimated impact on future earnings
before taxes based on the sensitivity of those instruments to a
10% increase or decrease in market prices.
Anticipated Gain (Loss)
----------------------------------
Current Value at 10% Increase in 10% Decrease in
June 30, 2000 Market Prices Market Prices
------------- ------------- -------------
(in thousands)
Commodity futures $ (3,790) $ (4,640) $ 4,640
Commodity forwards 4,908 7,637 (7,637)
-------- -------- --------
Total $ 1,118 $ 2,997 $ (2,997)
======== ======== ========
Cash borrowings under the Secured Credit Facility bear interest
based on the prime rate or LIBOR based rates. Changes in these
rates could significantly impact the level of earnings in future
periods.
<PAGE>
The Company filed a Definitive Proxy Statement with the
Securities and Exchange Commission dated July 20, 2000, as
subsequently amended, wherein Rosemore, Inc., a related party,
has offered to merge with the Company by paying stockholders of
the Company $9.50 per share for all outstanding shares of both
Class A and Class B common stocks. The Board of Directors of the
Company has requested stockholders to vote for the proposed
merger. An August 24, 2000 Special Meeting of Stockholders has
been set to vote on the proposed merger.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company's market risk disclosures relating to outstanding
derivative commodity instruments are discussed in Item 2 -
Management's Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) on page 16 of this report. The
Company's market risk disclosures relating to outstanding cash
borrowings under the Secured Credit Facility are also discussed
in MD&A on page 16 of this report.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
As previously disclosed, on January 13, 2000, the Company
received a Notice of Enforcement (NOE) from the Texas Natural
Resource Conservation Commission (TNRCC) regarding alleged state
and federal air quality violations. In a letter dated May 3,
2000 the TNRCC informed the Company that the agency is proposing
to enter an administrative order against the Company that would
assess civil penalties of $1.3 million primarily for alleged
violations of the federal New Source Performance Standards for
hydrogen sulfide and sulfur dioxide and additional violations of
other air regulations at the Pasadena refinery, as reflected in
three notices of violation or enforcement dated February 3, 1999,
January 13, 2000 and April 3, 2000. The time period covered is
April 1, 1998 through December 31, 1999. Following negotiations
with the Company, the TNRCC agreed to reduce the proposed civil
penalty to $873,000. The Company believes that it has valid
legal defenses for the majority of the alleged violations and
that even as revised the proposed penalty is excessive.
Accordingly, the Company intends to continue to attempt to
negotiate an appropriate settlement with the Agency. In any
case, the ultimate outcome of the enforcement action, in the
opinion of management, is not expected to have a material adverse
effect on the Company. Furthermore, the Company does not believe
the alleged violations in the proposed administrative order
change the Company's position with respect to the defense of
charges that may be filed by the United States Department of
Justice (DOJ) for alleged sulfur violations that have been
subject to prior TNRCC action or the proposed administrative
order.
On May 5, 2000, the DOJ proposed orally to settle a number of
alleged violations of environmental regulations (other than
alleged sulfur violations) against the Company for $920,000. The
Company believes that it either has valid defenses to a majority
of the other alleged violations or that the alleged violations
are DE MINIMIS in nature and, in any case, that the ultimate
outcome of the enforcement action, in the opinion of management,
is not expected to have a material adverse effect on the Company.
At the request of the plaintiff's counsel in the MAIDEN V. CROWN
CENTRAL PETROLEUM CORPORATION, ET AL., case #24-C-00-001238
(Circuit Court for Baltimore City, Maryland), the parties agreed
to dismiss the case with prejudice, and a stipulation of
dismissal signed by counsel for all parties was filed on June 15,
2000, dismissing the case.
There have been no other material changes in the status of legal
proceedings as reported in Item 3 of the Company's Annual Report
on Form 10-K, as amended, for the year ended December 31, 1999
and in Part II, Item 1 of the Company's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2000.
The Company is involved in various matters of litigation, the
ultimate outcome of which, in the opinion of management, is not
expected to have a material adverse effect on the Company.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
3 (i) - Articles Supplementary setting forth the designation,
preferences and rights of the Series A Junior Participating
Preferred Stock and the Series B Junior Participating Preferred
Stock of Crown Central Petroleum Corporation dated February 1,
2000, previously filed as Exhibit 1 to the Form 8-A filed by
the Company on February 3, 2000 registering the Series A Rights
and the Series B Rights under the Exchange Act and incorporated
herein by reference, as amended by Amendment No. 1 on Form
8-A/A filed by the Company with the Commission on April 11,
2000 and incorporated herein by reference and Amendment No. 2
on Form 8-A/A filed by the Company with the Commission on
April 19, 2000 and incorporated herein by reference
3 (ii)- Bylaws of Crown Central Petroleum Corporation, as amended and
restated on April 27, 2000, previously filed with Form 10Q on
May 11, 2000 and incorporated herein by reference.
4 - First Amendment to Rights Agreement dated as of April 10, 2000
between the Company and First Union National Bank, as Rights
Agent, previously filed as Exhibit 4 to the Current Report on
Form 8-K filed with the Commission on April 10, 2000 and
incorporated herein by reference
10 (a) - Fourth Amendment to the Loan and Security Agreement, as amended
and restated June 27, 2000
10 (b) - The 1994 Long-Term Incentive Plan, as amended and restated
effective June 29, 2000
10 (c) - The 1999 Long-Term Incentive Plan, as amended and restated
effective June 29, 2000
10 (d) - Executive Severance Plan, as amended and restated effective
June 29, 2000
10 (e) - Termination of the Advisory and Consultancy Agreement dated
October 28, 1993 between Jack Africk, Director, and Crown
Central Petroleum Corporation
19 (a) - Definitive Proxy Statement dated July 20, 2000, relating to
the proposed merger of the Company with Rosemore
Acquisition Corporation
19 (b) - Definitive Additional Materials dated July 27, 2000,
including a letter from the Chairman of the Company's
Independent Committee of the Board of Directors to the
Chairman of Apex
19 (c) Definitive Additional Materials dated July 12, 2000,
letters from BNP Paribas and Foothills Capital
Corporation to Apex
19 (d) Definitive Additional Materials dated August 4, 2000,
which includes a Supplement to the Definitive Proxy
Statement
20 - Interim Report to Stockholders for the three and six months
ended June 30, 2000
27 - Financial Data Schedule for the six months ended June 30, 2000
(b) Reports on Form 8-K:
Reports filed on Form 8-K with the Securities and Exchange Commission
from April 1, 2000 to July 28, 2000 are as follows:
Form 8-K dated April 3, 2000
Item 5. Other Events - Amended Proposal Received from Rosemore,
Inc.
Item 7. Financial Statements and Exhibits - Exhibit No. 99.1
Press Release relating to the Rosemore's amended proposal.
Form 8-K dated April 10, 2000
Item 5. Other Events - Crown entered into a definitive merger
agreement and plan of action with Rosemore, Inc. dated
April 7, 2000.
Item 7. Financial Statements and Exhibits - Exhibit No. 2 -
Agreement and Plan of Merger, Exhibit No. 4 - First Amendment
to Rights Agreement and Exhibit No. 99.1 Press Release
relating to the Company's
<PAGE>
definitive merger agreement and plan of action with Rosemore,
Inc.
Form 8-K dated May 2, 2000
Item 5. Other Events - Amended Proposals Received from Apex Oil
Company, Inc.
Item 7. Financial Statements and Exhibits - Exhibit No. 99.1
Letter regarding amended proposals received from Apex Oil
Company and Exhibit No. 99.2 Press Release relating to the
amended proposals.
Form 8-K dated June 22, 2000
Item 5. Other Events - Crown's results of operation for the five
months ended May 31, 2000.
Form 8-K dated July 18, 2000
Item 5. Other Events - Amended Proposal Received from Apex Oil
Company, Inc.
Item 7. Financial Statements and Exhibits - Exhibit No. 99.1
Press Release relating to the Apex's amended proposal.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report on Form 10-Q for
the quarter ended June 30, 2000 to be signed on its behalf by the
undersigned thereunto duly authorized.
CROWN CENTRAL PETROLEUM CORPORATION
/s/--Jan L. Ries
Jan L. Ries
Controller
Chief Accounting Officer
and Duly Authorized Officer
Date: August 7, 2000
