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Pennzoil-Quaker State Company Reports Fourth Quarter and Full-Year 2001 Results

    HOUSTON, Feb. 5 /PRNewswire-FirstCall/ -- Pennzoil-Quaker State Company
(NYSE: PZL) today announced recurring fourth quarter 2001 income from
continuing operations of $15.1 million, or 19 cents per basic share, a
significant improvement compared to a recurring loss of four cents per basic
share in the fourth quarter of 2000.  Due to the sale of non-strategic
businesses, total revenue during the fourth quarter 2001 was $545.9 million,
6.8 percent lower than the year earlier.
    Including the previously announced non-recurring charges of $35.1 million
after-tax, the company reported a fourth-quarter 2001 net loss from continuing
operations of $20.0 million or 25 cents per share, versus a net loss of
26 cents per share in 2000.  These non-recurring charges represent the final
amounts related to the restructuring program announced in June of 2001, and
the one-time charges announced in January of 2002.
    For the full year 2001, recurring income from continuing operations was
$51.6 million, or 65 cents per basic share, compared to recurring income from
continuing operations of $48.9 million, or 62 cents per basic share in 2000.
Total revenue in 2001 was $2.3 billion, a 4.7 percent decrease compared to
2000, due to the sale of non-strategic businesses.
    The full-year 2001 results include total non-recurring after-tax charges
of $62.1 million resulting from the aforementioned initiatives.  Including
these charges, full year 2001 reported net loss from continuing operations was
$10.5 million or 13 cents per share, versus reported earnings per share of
five cents in 2000.
    "The fourth quarter of 2001 was a major improvement compared to the
recurring loss in the fourth quarter a year earlier, and our second half
performance in 2001 of 39 cents per share was more than two and a half times
the 15 cents per share in the second half of 2000.  While 2001 was a
challenging year overall, we took a number of aggressive actions to strengthen
our operations and I believe that our improved second half performance
indicates that we've left the valley and we're well on our way to a strong
2002," said James J. Postl, president and chief executive officer.  "While
certain marketplace factors such as high gasoline prices resulted in generally
soft demand for automotive products in the last couple of years, many of these
market forces are trending back in our favor.  We believe these positive
trends will accelerate during 2002, and anticipate double-digit year-over-year
earnings growth."

    Lubricants:  For the fourth quarter of 2001, lubricants reported recurring
operating income of $35.3 million, a 31.7 percent increase compared to
$26.9 million in 2000.  Fourth quarter revenue was $290.9 million,
15.5 percent below 2000 due to the sale of non-strategic businesses.
    Recurring operating income for the full year of 2001 was $137.3 million,
versus $156.2 million last year.  Total revenue in 2001 decreased 11.5 percent
to $1.3 billion, due to the sale of non-strategic businesses.
    Pennzoil(R) motor oil is entering its 16th consecutive year as America's
number one selling motor oil.  With Quaker State(R), America's number two
selling motor oil, the company's combined November year-to-date market share
was 35.8 percent, which is down 0.4 share points versus prior year.

    Consumer Products:  Recurring operating income for the fourth quarter 2001
was $2.7 million, down from $6.6 million in the fourth quarter 2000, primarily
due to poor supply chain and customer execution.  Revenues for the fourth
quarter totaled $79.1 million, a 0.3 percent increase from 2000.
    Full year recurring operating income for this segment was $24.5 million
compared to $34.2 million in 2000.  The year over year decline was the result
of the aforementioned issues.  Total revenues were $351.4 million, a four
percent increase over 2000.
    "This segment did not meet our objectives in 2001.  Beginning in June, we
took aggressive actions that accelerated through the remainder of the year,"
said Postl.  "We consolidated the four business units into Houston, and
combined those operations with Lubricants to create a single automotive
products sales force.  This will produce better overall customer support and
set the stage for improved growth in the segment."

    International:  Recurring operating income for the fourth quarter
increased to $2.2 million, up $2.1 million from the fourth quarter 2000,
primarily due to significant cost reductions.  Revenues for the fourth quarter
2001 totaled $49.4 million.  Second half 2001 International operating income
was $7.3 million compared to $2.3 million in the second half of 2000.
    For the full year 2001, recurring operating income for this segment was
$12.2 million compared to $11.2 million in 2000.  The year over year increase
was the result of aggressive cost reductions partially offset by lower
margins.  Total revenues were $242.2 million in 2001.

    Jiffy Lube International:  Recurring operating income for Jiffy Lube in
the fourth quarter was $8.5 million, a 10.5 percent increase from $7.7 million
in 2000.  Comparable store sales were up 6.5 percent systemwide in the
quarter, continuing nine consecutive quarters of strong comparable store
growth.  Revenues for the quarter were $88.8 million, a 6.4 percent increase
from the fourth quarter of 2000.
    For the full-year 2001, Jiffy Lube reported operating income of
$27.6 million excluding non-recurring charges, compared to $27.9 million in
2000.  Total revenue for 2001 was $349.2 million, an increase of 2.5 percent
compared to $340.6 million in 2000.

    Supply Chain Investments:  Operating income for this segment was
$19.9 million in the fourth quarter compared to $0.1 million in 2000.  In the
fourth quarter of 2000, Excel Paralubes carried out a planned turnaround that
resulted in breakeven performance.  Total revenues before intersegment sales
eliminations were $93.6 million, a 70.9 percent increase from $54.8 million in
the fourth quarter of 2000.
    For the full year, recurring operating income for this segment increased
to $53.1 million, up $24.2 million from the full year 2000, primarily due to
higher base oil margins and the fourth quarter 2000 turnaround.  Revenues for
the full-year 2001 before intersegment sales totaled $337.0 million a
14.8 percent increase over 2000.
    Supply Chain Investments includes the company's investment in Excel
Paralubes, a base oil manufacturing joint venture.  The company accounts for
Excel using the equity method of accounting.  Excel Paralubes has restated its
financial results for the year ended December 31, 2000 to correct errors in
the information previously provided by the company's equal partner in the
joint venture and audited by their independent accountants.  Accordingly, the
company has restated its year ended December 31, 2000 results to reflect the
correction.  As a result of the company's restatement, net income for the year
ended December 31, 2000 was reduced by $1.6 million, or $0.02 per share.
Included in the full year 2000 adjustment was a reduction in the fourth
quarter 2000 net income of $0.3 million, or $0.00 per share.  There was no
impact on reported cash flow.  For more information, see the company's current
report of Form 8-K dated February 4, 2002.

    Balance Sheet/Other:  During 2001, the company reduced the debt and CLOs
on its balance sheet by $78 million, increased its cash and cash equivalents
by $48 million and reduced its accounts receivable sales facility by
$39 million.  Together, these changes represent an improved financial position
of $165 million.
    "Debt reduction remains a key priority for the company in 2002," continued
Postl.  "We are pleased with the improvement in our financial position in
2001, and we expect to enhance it further in 2002."
    Pennzoil-Quaker State Company is a leading worldwide automotive consumer
products company, marketing over 1,300 products with 20 leading brands in more
than 90 countries.  The company markets Pennzoil(R) and Quaker State(R) brand
motor oils, the number one and number two selling motor oils in the United
States.  Jiffy Lube, a wholly owned subsidiary of Pennzoil-Quaker State
Company, is the world's largest fast lube operator and franchiser.

    Note:  The company's fourth quarter and full-year conference call with the
financial community will be broadcast live on the Internet beginning at
9:00 a.m. CST on February 5, 2002.  The audio recording will be available for
one week following the live call.  To listen to the call, please visit the
company's website at http://www.pennzoil-quakerstate.com/ .
    The statements contained in this release and made on the conference call
that are not historical facts are forward-looking statements.  Actual results
may differ materially from those projected in forward-looking statements.
Please see the company's Form 10-K for more information on the risks and
uncertainties related to forward-looking statements.


    The following are the unaudited results of operations for the quarter and
twelve months ended December 31, 2001 compared with the same periods in 2000.

                                 Three Months Ended      Twelve Months Ended
                                     December 31             December 31
                                  2001        2000        2001         2000
                             (Expressed in thousands except per share amounts)

      REVENUES
        Lubricants              $290,895    $344,072  $1,273,025   $1,438,410
        Consumer Products         79,063      78,791     351,381      337,812
        International             49,392      65,389     242,224      254,780
        Jiffy Lube                88,772      83,440     349,204      340,567
        Supply Chain Investments  93,615      54,773     337,032      293,697
        Other                     (1,202)        111      (6,411)       5,303
        Intersegment sales       (54,661)    (41,005)   (233,225)    (243,198)
          Total revenues        $545,874    $585,571  $2,313,230   $2,427,371

      OPERATING INCOME (LOSS)
        Lubricants               $20,210     $15,315    $116,199     $139,985
        Consumer Products        (18,769)      5,118      (9,291)      29,875
        International            (21,108)        132     (27,775)      11,237
        Jiffy Lube                 8,260       4,794      24,180       23,591
        Supply Chain
         Investments [A]          19,872         120      53,080       28,888
        Charges Related to
         Asset Disposals and
         Other                    (2,453)     (8,556)     (4,087)      (9,472)
          Total operating income   6,012      16,923     152,306      224,104

      Corporate administrative
       expenses                   18,300      27,546      62,263      108,330
      Interest charges, net       20,543      25,319      92,079       94,895

      INCOME (LOSS) FROM
       CONTINUING OPERATIONS
       BEFORE INCOME TAX         (32,831)    (35,942)     (2,036)      20,879

      Income tax provision
       (benefit)                 (12,821)    (15,688)      8,505       16,595

      INCOME (LOSS) FROM
       CONTINUING OPERATIONS     (20,010)    (20,254)    (10,541)       4,284

        Loss from Discontinued
         Operations              (16,220)    (81,368)    (22,467)     (92,096)

      LOSS BEFORE EXTRAORDINARY
       ITEMS                     (36,230)   (101,622)    (33,008)     (87,812)

        Extraordinary Items         (937)        ---        (937)         ---

      NET LOSS                  $(37,167)  $(101,622)   $(33,945)    $(87,812)

      BASIC AND DILUTED
       EARNINGS (LOSS) PER
       SHARE
        Continuing Operations     $(0.25)     $(0.26)     $(0.13)       $0.05
        Discontinued Operations    (0.21)      (1.03)      (0.29)       (1.17)
        Extraordinary Items        (0.01)        ---       (0.01)         ---

        TOTAL                     $(0.47)     $(1.29)     $(0.43)      $(1.12)

      AVERAGE SHARES OUTSTANDING
        BASIC                     79,541      78,698      79,209       78,468
        DILUTED                   79,541      78,698      79,209       79,112
      END OF PERIOD SHARES
       OUTSTANDING                79,630      78,744      79,630       78,744

    [A]  Operating income for Supply Chain Investments includes partnership
         income accounted for using the equity method.


    The following reconciles unaudited results of operations to recurring
results for the three months ended December 31, 2001.

                                                 Three Months Ended
                                                  December 31, 2001
                                                    Nonrecurring
                                        Reported        Items        Recurring
                                            (Expressed in millions except
                                                  per share amounts)

      OPERATING INCOME (LOSS)
        Lubricants                         $20.2       $15.1 [A]        $35.3
        Consumer Products                  (18.8)       21.5 [B]          2.7
        International                      (21.1)       23.3 [C]          2.2
        Jiffy Lube                           8.3         0.2 [D]          8.5
        Supply Chain Investments            19.9         ---             19.9
        Other                               (2.4)        ---             (2.4)
          Total operating income             6.1        60.1             66.2

      Corporate administrative expenses     18.3        (4.1)[E]         14.2
      Interest charges, net                 20.6         ---             20.6

      Income (loss) from continuing
       operations before income tax        (32.8)       64.2             31.4
      Income tax provision (benefit)       (12.8)       29.1             16.3

      INCOME (LOSS) FROM CONTINUING
       OPERATIONS                          (20.0)       35.1             15.1

        Loss from Discontinued Operations  (16.2)        ---            (16.2)

      INCOME (LOSS) BEFORE EXTRAORDINARY
       ITEMS                               (36.2)       35.1             (1.1)

        Extraordinary Items                 (0.9)        ---             (0.9)

      NET INCOME (LOSS)                   $(37.1)      $35.1            $(2.0)

      BASIC AND DILUTED EARNINGS (LOSS)
       PER SHARE
        Continuing Operations             $(0.25)      $0.44            $0.19
        Discontinued Operations            (0.21)        ---            (0.21)
        Extraordinary Items                (0.01)        ---            (0.01)
                                          $(0.47)      $0.44           $(0.03)

      Explanation of Nonrecurring Items

      [A] Lubricants
            Restructuring Charges           10.7
            Write-off of K-mart
             receivables                     4.4
                                            15.1
      [B] Consumer Products
            Restructuring Charges            9.9
            Write-off of K-mart
             receivables                    11.6
                                            21.5
      [C] International
            Restructuring Charges and
             Impairments                    23.3
      [D] Jiffy Lube
            Impairment                       0.2
      [E] Corporate
            Restructuring Charges            4.1


    The following reconciles unaudited results of operations to recurring
results for the twelve months ended December 31, 2001.

                                                Twelve Months Ended
                                                 December 31, 2001
                                                   Nonrecurring
                                        Reported       Items         Recurring
                                           (Expressed in millions except
                                                 per share amounts)

      OPERATING INCOME (LOSS)
        Lubricants                       $116.2       $21.1 [A]        $137.3
        Consumer Products                  (9.3)       33.8 [B]          24.5
        International                     (27.8)       40.0 [C]          12.2
        Jiffy Lube                         24.2         3.4 [D]          27.6
        Supply Chain Investments           53.1         ---              53.1
        Other                              (4.0)        ---              (4.0)
          Total operating income          152.4        98.3             250.7

      Corporate administrative expenses    62.3        (4.4)[E]          57.9
      Interest charges, net                92.1         ---              92.1

      Income (loss) from continuing
       operations before income tax        (2.0)      102.7             100.7
      Income tax provision                  8.5        40.6              49.1


      INCOME (LOSS) FROM CONTINUING
       OPERATIONS                         (10.5)       62.1              51.6

        Loss from Discontinued
         Operations                       (22.5)        ---             (22.5)

      INCOME (LOSS) BEFORE EXTRAORDINARY
       ITEMS                              (33.0)       62.1              29.1

        Extraordinary Items                (0.9)        ---              (0.9)

      NET INCOME (LOSS)                  $(33.9)      $62.1             $28.2

      BASIC AND DILUTED EARNINGS (LOSS)
       PER SHARE
        Continuing Operations            $(0.13)      $0.78             $0.65
        Discontinued Operations           (0.29)        ---             (0.29)
        Extraordinary Items               (0.01)        ---             (0.01)
                                         $(0.43)      $0.78             $0.35

      Explanation of Nonrecurring Items

      [A] Lubricants
            Restructuring Charges          16.7
            Write-off of K-mart
             receivables                    4.4
                                           21.1
      [B] Consumer Products
            Restructuring Charges          22.2
            Write-off of K-mart
             receivables                   11.6
                                           33.8
      [C] International
            Restructuring Charges and
             Impairments                   40.0
      [D] Jiffy Lube
            Impairments                     3.4
      [E] Corporate
            Restructuring Charges and
             Other                          4.4


                       PENNZOIL - QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                   Three Months Ended     %       Twelve Months Ended      %
                       December 31     Change         December 31       Change
                      2001      2000                2001        2000

    LUBRICANTS
      Recurring
       revenues (in
       millions)      $290.9    $344.1  -15.5%    $1,273.0    $1,438.4  -11.5%
      Recurring
       operating
       income (in
       millions)       $35.3     $26.9   31.7%      $137.3      $156.2  -12.0%

    CONSUMER PRODUCTS
      Recurring
       revenues (in
       millions)       $79.1     $78.8    0.3%      $351.4      $337.8    4.0%
      Recurring
       operating income
       (in millions)    $2.7      $6.6  -59.8%       $24.5       $34.2  -28.5%

    INTERNATIONAL
      Recurring
       revenues (in
       millions)       $58.4     $65.4  -10.6%      $251.3      $254.8   -1.4%
      Recurring
       operating
       income (in
       millions)        $2.2      $0.1 1537.1%       $12.2       $11.2    8.5%

    JIFFY LUBE
      Domestic
       systemwide
       sales (in
       thousands)   $320,127  $297,085    7.8%  $1,267,127  $1,185,690    6.9%
      Same center
       sales Jiffy
       Lube (in
       thousands)   $312,437  $293,488    6.5%  $1,236,688  $1,167,367    5.9%
      Systemwide
       centers open    2,157     2,143    0.7%       2,157       2,143    0.7%

    SUPPLY CHAIN
     INVESTMENTS
      Base oil
       production
       (bbls per
        day)          10,263     4,553  125.4%       9,229       8,652    6.7%
      Average base
       oil margin
       ($ per bbl)    $29.07    $22.24   30.7%      $26.30      $19.88   32.3%


                       PENNZOIL - QUAKER STATE COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEET

                                                December 31,     December 31,
                                                    2001             2000
                                                 (Unaudited)
                                                  (Expressed in Thousands)

    ASSETS

    Current assets
       Cash and cash equivalents                    $86,412          $38,263
       Receivables                                  268,209          315,710
       Inventories                                  199,641          186,999
       Other current assets                          78,212           52,775
    Total current assets                            632,474          593,747

    Net, property, plant and equipment              438,981          476,134
    Deferred income taxes                           266,805          282,198
    Goodwill and other intangibles                1,118,039        1,139,413
    Other assets                                    240,018          212,316
    Net assets of discontinued operations               ---           97,259

    TOTAL ASSETS                                 $2,696,317       $2,801,067

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities
       Current maturities of long-term debt        $133,733          $13,786
       Accounts payable                             163,537          166,056
       Payroll accrued                               14,058           17,215
       Other current liabilities                    144,709          121,515
    Total current liabilities                       456,037          318,572

    Long-term debt less current maturities        1,002,554        1,194,426
    Capital lease obligations                        55,329           61,861
    Other liabilities                               417,846          405,229
    TOTAL LIABILITIES                             1,931,766        1,980,088

    SHAREHOLDERS' EQUITY                            764,551          820,979

    TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY                                      $2,696,317       $2,801,067


                       PENNZOIL - QUAKER STATE COMPANY
               CONDENSED CONSOLIDATED CASH FLOW FROM OPERATIONS
                                 (UNAUDITED)

                                                    Twelve Months Ended
                                                         December 31
                                                   2001               2000

                   Description
      CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                  $(33,945)          $(87,812)
       Adjustments to net loss
         Depreciation and amortization            110,047             96,070
         Charges related to asset disposal            ---              9,952
         Deferred income tax (benefit)             (8,721)           (46,123)
         Partnership distributions in excess
          of earnings                               7,628             12,745
         Loss on discontinued operations           37,136            152,224
         Changes in assets and liabilities
          and noncash items, net                  (22,822)           (28,728)

       NET CASH PROVIDED BY OPERATING ACTIVITIES   89,323            108,328

       CASH FLOW FROM INVESTING AND FINANCING
        ACTIVITIES:

       Capital expenditures                       (51,866)           (78,491)
       Acquisitions                                  (800)           (76,901)
       Net debt increase (decrease)               (78,763)           160,252
       Proceeds from the sales of assets           17,370             49,424
       Dividends paid                             (33,602)           (58,813)
       Other                                       10,253             10,168

       NET CASH PROVIDED BY (USED IN)
        INVESTING AND FINANCING ACTIVITIES       (137,408)             5,639

       NET CASH PROVIDED BY (USED IN)
        DISCONTINUED OPERATIONS                    96,234            (95,859)

       Total Cash Flow                             48,149             18,108

       Beginning Balance                           38,263             20,155

       Ending Balance                             $86,412            $38,263



SOURCE Pennzoil-Quaker State Company




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    CONTACT:
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    State Company