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Pennzoil-Quaker State Reports 1998 Results

    HOUSTON, Feb. 18 /PRNewswire/ -- Pennzoil-Quaker State Company (NYSE: PZL)
today announced a 1998 net loss of $45.9 million, including nonrecurring
charges, or 96 cents per basic share, compared to a net loss of $0.6 million,
or 1 cent per basic share, in 1997.  The fourth quarter 1998 net loss was
$53.1 million, including nonrecurring charges, or $1.09 per basic share,
compared to a net loss of $7.5 million, or 16 cents per basic share, in 1997.
    The full year net loss includes nonrecurring after-tax charges of
$59.0 million, or $1.23 per basic share, primarily resulting from non-cash
asset impairments, charges taken in association with the company's merger with
Quaker State Corporation and a voluntary withdrawal of Fix-A-Flat(R) tire
inflator products.  The fourth quarter net loss included similar nonrecurring
after-tax charges of $56.6 million, or $1.17 per basic share.
    After adjusting for nonrecurring charges, Pennzoil-Quaker State Company's
net income for 1998 was $13.1 million, or 27 cents per basic share, compared
to net income of $15.3 million, or 32 cents per basic share, in 1997.  Fourth
quarter 1998 recurring net income was $3.5 million, or 7 cents per basic
share, compared to net income of $3.8 million, or 8 cents per basic share, in
the fourth quarter of 1997.
    Pennzoil-Quaker State Company's reported and recurring results for the
full year and fourth quarter of 1998 include $33.3 million and $8.4 million,
respectively, of pretax interest charges allocated from its former parent
company (Pennzoil Company) that will not be incurred by Pennzoil-Quaker State
Company in future periods.  In addition, results from operations of Quaker
State Corporation, acquired in a merger transaction and accounted for as a
purchase on December 30, 1998, are not included in Pennzoil-Quaker State
Company's 1998 results, but will be included in future period results.
    For the full year 1998, revenues totaled $1.8 billion, an 8 percent
reduction from 1997.  The decline in total revenue for the year primarily
resulted from exclusion of sales related to the company's industrial specialty
products marketing business, which was contributed to a partnership with
Conoco Inc. called Penreco in October 1997.  Penreco's results are now
reported as equity earnings.  Lower fuels prices also contributed to the
year-on-year decline in total revenue.
    Revenues for the fourth quarter totaled $432 million, an 8 percent
decrease compared to the same period in 1997, reflecting lower fuels prices
and lower same store sales for Jiffy Lube company-operated centers.

    Formation of Pennzoil-Quaker State Company
    Pennzoil-Quaker State Company includes the marketing, manufacturing and
fast lube operations of Pennzoil Company spun off on December 30, 1998 in a
tax-free distribution.  Shareholders received one share of Pennzoil-Quaker
State Company for each share of Pennzoil Company stock held.  Immediately
following the distribution, Quaker State Corporation, the second largest
domestic marketer of motor oil and a leading marketer of automotive consumer
products, was acquired by Pennzoil-Quaker State Company in a merger
transaction.  Quaker State Corporation shareholders received .8204 share in
the newly combined company for each share of Quaker State Corporation common
stock held.
    "The completion of the restructuring and merger at the end of 1998
represent a major milestone in the 110-year history of Pennzoil Company," said
James L. Pate, chairman and chief executive officer of Pennzoil-Quaker State
Company.  "Pennzoil-Quaker State Company is uniquely positioned to capitalize
on substantial growth opportunities in the automotive consumer products
market.  We have a broad portfolio of over 1,300 products with leading brands
in every category in which we compete.  Our objective is to be the world's
premier automotive consumer products company."
    Upon completion of the merger, James J. Postl was named president and
chief operating officer of Pennzoil-Quaker State Company.  Postl has 31 years
of management experience in consumer products, including responsibility for a
broad array of consumer products.
    "At Pennzoil-Quaker State Company, we have the fundamental elements for
long-term growth -- powerful brands, top market shares and a consumer-oriented
culture," Postl said.  "We expect Pennzoil-Quaker State Company to be a leader
in automotive consumer products for years to come.  And we have the people and
resources to do just that."

    Lubricants and Consumer Products
    Lubricants and consumer products reported operating income of
$65.4 million for 1998 on total revenue of $1.2 billion.  Adjusted to exclude
nonrecurring charges, operating income totaled $104.6 million, a 16 percent
increase compared to $89.9 million in 1997.
    Year-on-year recurring operating income increased because of higher motor
oil and other lubricating products sales volumes, which were up 4.8 percent
and 9.0 percent, respectively.  Also contributing were lower raw material
costs, lower expenses and a full year's impact of income from the acquisitions
of Snap Automotive Products Inc.'s marketing and distribution assets and Total
Action Automotive Products made in late 1997.  These improvements were
partially offset by increased promotional spending for lubricants, lower
filter and fuels volumes and lower Gumout(R) sales volumes.
    For the fourth quarter of 1998, lubricants and consumer products reported
an operating loss of $13.7 million on total revenue of $285 million.  Adjusted
to exclude nonrecurring charges, operating income totaled $24.0 million, a
32 percent improvement compared to $18.2 million for the same period in 1997.
The favorable variance for the fourth quarter is due primarily to increases of
8.3 percent and 5.2 percent in motor oil and other lubricating sales volumes,
respectively.  Lower raw material costs and improved international results
also contributed to the increase.  Lower chemical sales and higher promotional
sales for lubricants partially offset the fourth quarter improvements.
    Full year and fourth quarter nonrecurring charges related primarily to
losses on the sale of assets, restructuring and merger charges, litigation
settlements and a voluntary withdrawal of Fix-A-Flat(R) tire inflator
products.
    During the year, Pennzoil-Quaker State Company reformulated and repackaged
its Pennzoil(R) brand multi-grade motor oil line to take advantage of its
PureBase(R) base oil, which is specially formulated to protect against harsh
stop and go driving conditions.  As part of an associated advertising
campaign, the company launched its first ever event truck, called the Stop and
Go Challenge Truck, and completed a nationwide Stop and Go survey that
received extensive national media attention.  In addition, the company
designed a new logo for its Long-Life(R) commercial products and repositioned
them under the slogan, "When you're on the road, you're making money(TM)."
    Pennzoil(R) motor oil continues as America's number one selling motor oil
for the 13th consecutive year.  The Pennzoil(R) brand's market share increased
to 21.8 percent compared to 21.5 percent in 1997.
    Pennzoil-Quaker State Company recently suspended the production and
distribution of its Fix-A-Flat(R) tire inflator products and began a voluntary
withdrawal of its Fix-A-Flat(R) tire inflator products.  These actions were
taken because the company learned of rare instances in which automotive tires
exploded when subjected to extreme heat by welding on, or applying a flame to,
the wheel rim with the tire still on the rim.  This practice is inconsistent
with safe automotive tire repair procedures and contrary to explicit warnings
on each Fix-A-Flat(R) automotive tire inflator product label.  Reformulated
Fix-A-Flat(R) tire inflator products will be on store shelves nationwide
within a few weeks.  The expected pretax cost of the voluntary withdrawal of
approximately $25.0 million was included in 1998 results.

    Base Oil and Specialty Products
    Base oil and specialty products reported operating income of $6.5 million
in 1998 on total revenue of $745.3 million.  Total revenue for 1998 declined
19 percent compared to 1997, primarily due to lower market prices for refined
products and the exclusion of sales related to the industrial specialties
products marketing business, which was contributed to the Penreco partnership
in October 1997.  Adjusted to exclude a nonrecurring gain of $1.6 million on
the sale of Pennzoil-Quaker State Company's Roosevelt, Utah refinery,
operating income totaled $4.9 million compared to $8.4 million in 1997.  The
year-on-year decline in recurring operating income was primarily due to lower
fuels margins, partially offset by significantly improved results from the
Excel Paralubes partnership with Conoco.
    For the fourth quarter, base oils and specialty products reported an
operating loss of $3.1 million on total revenue of $170.5 million.  Total
revenue for the fourth quarter of 1998 declined 11 percent compared to 1997,
primarily due to lower market prices for refined products.  No special charges
were incurred during the quarter.  The loss compares to recurring operating
income of $10.0 million for the same period in 1997.  The year-on-year decline
in operating income is primarily attributable to a lower LIFO inventory
adjustment in comparison to 1997.
    At Excel Paralubes, higher throughputs and lower operating costs more than
offset lower byproduct margins.  In the latter part of 1998, Excel routinely
operated at 115 percent of design capacity.  Sales for the Penreco partnership
with Conoco increased 4.1 percent over 1997 and, during 1998, Penreco
significantly increased the use of feedstocks from Excel to reduce operating
costs.

    Fast Lube Operations
    Jiffy Lube reported an operating loss of $33.7 million in 1998 on total
revenue of $335.9 million.  Adjusted to exclude nonrecurring charges of
$44.4 million, operating income totaled $10.7 million compared to
$24.5 million in 1997.  For the fourth quarter, Jiffy Lube reported an
operating loss of $46.2 million on total revenue of $80.1 million.  Adjusted
to exclude nonrecurring charges of $41.5 million, Jiffy Lube reported an
operating loss of $4.7 million compared to recurring operating income of
$6.1 million for the fourth quarter of 1997.
    The year-on-year declines in recurring operating income were primarily due
to a decline in same company store sales and increased expenses.  These issues
are being aggressively addressed, and the company is currently experiencing
increases in same company store sales.  The nonrecurring charges were
primarily impairments of facilities and one-time merger costs taken in
association with the merger with Quaker State Corporation and one-time merger
costs.

    Quaker State Corporation Results
    Quaker State Corporation reported a full year 1998 net loss of
$74.8 million for 1998 compared to net income of $23.1 million in 1997.  The
fourth quarter 1998 net loss was $79.2 million compared to net income of
$2.1 million in the fourth quarter of 1997.
    The full year net loss included nonrecurring after-tax charges of
$97.4 million, primarily resulting from non-cash asset impairments and
one-time charges taken in association with the Pennzoil-Quaker State Company
merger.  The fourth quarter net loss included nonrecurring after-tax charges
of $77.6 million also primarily resulting from non-cash asset impairments and
one-time merger costs.
    Recurring net income for 1998 was $22.6 million compared to $22.2 million
last year.  The fourth quarter 1998 recurring net loss was $1.6 million
compared to net income of $1.8 million in 1997.
    For the full year 1998, net sales totaled $1.2 billion.  Net sales for the
fourth quarter totaled $254 million.

    Pro Forma Pennzoil-Quaker State Company
    Combining Pennzoil-Quaker State Company's results with Quaker State
Corporation's, pro forma 1998 net income was $48.4 million, or 62 cents per
basic share.  Pro forma combined net income excludes nonrecurring charges and
pretax allocated interest charges of $33.3 million from Pennzoil-Quaker State
Company's former parent company (Pennzoil Company) that will not be incurred
in future periods.
    For the fourth quarter, the pro forma combined net loss was $2.2 million,
or 3 cents per basic share, excluding nonrecurring charges and pretax
allocated interest charges of $8.4 million.

    Pennzoil-Quaker State Company is a leading worldwide automotive consumer
products company that 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.  Pennzoil-Quaker State
Company also markets a complete line of automotive car care products including
Axius(TM) auto accessories, Blue Coral(R) and Classic(R) waxes and washes,
Black Magic(R) and Westley's(R) tire and wheel care products, Medo(R) air
fresheners, Rain-X(R) glass treatments, Gumout(R), Snap(R) and The Outlaw(R)
maintenance chemicals and Slick 50(R) engine treatments.

    The following are the unaudited results of operations for the quarter and
    twelve months ended December 31, 1998 compared with the same periods
    in 1997.

                         PENNZOIL-QUAKER STATE COMPANY *
                     CONDENSED STATEMENT OF INCOME BY SEGMENT
                                   (Unaudited)

                          Three Months Ended            Twelve Months Ended
                             December 31                    December 31
                          1998          1997            1998           1997
                                      (Expressed in thousands)
    REVENUES
      Lubricants and
       Consumer
       Products     $  285,320    $  326,979      $1,218,137     $1,331,015
      Base Oil and
       Specialty
       Products        170,477       190,008         745,251        917,986
      Fast Lube
       Operations       80,149        85,340         335,890        328,596
      Other             (6,488)         (755)        (10,376)          (841)
      Intersegment
       sales           (96,970)     (133,383)       (439,150)      (563,596)

        Total
         revenues   $  432,488    $  468,189      $1,849,752     $2,013,160

    OPERATING INCOME (LOSS)
      Lubricants and
       Consumer
       Products     $  (13,707)   $   14,676      $   65,432     $   86,411
      Base Oil and
      Specialty
      Products          (3,106)       10,006           6,494          9,424
      Fast Lube
       Operations      (46,214)        6,126         (33,667)        24,492
      Other             (5,864)          (14)         (8,099)         1,919
        Total operating
         income (loss) (68,891)       30,794          30,160        122,246

    Corporate
     administrative
     expense            12,381        22,820          44,422         54,810
    Interest
     charges, net       18,552        17,651          69,943         61,780

    Income (loss)
     before income
     tax               (99,824)       (9,677)        (84,205)         5,656
    Income tax
     provision
     (benefit)         (46,672)       (2,238)        (38,338)         6,245

    NET LOSS        $  (53,152)    $  (7,439)     $  (45,867)    $     (589)

    BASIC AND DILUTED
     LOSS PER SHARE $    (1.09)     $  (0.16)     $    (0.96)    $    (0.01)

    * Excludes Quaker State Corporation 1997 and 1998 results.


                        PENNZOIL-QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                            Three Months Ended            Twelve Months Ended
                               December 31                    December 31
                            1998          1997            1998           1997

    OPERATING DATA

    Lubricants and Consumer Products and
      Base Oil and Specialty Products
      Sales (barrels per day)
        Gasoline and
         naphtha          22,209        19,719          23,362        19,192
        Distillates and
         gas oils         25,885        25,784          25,879        26,304
        Lubricating oil
         and other
         specialty
         products         30,397        30,107          27,742        30,721
        Residual fuel
         oils              1,934         2,049           2,766         1,984
        Penreco specialty
         products (A)      4,191         3,851           4,180         5,942
          Total sales
           (barrels per
           day)           84,616        81,510          83,929        84,143

      Raw materials
       processed (barrels
       per day) (B)       72,957        68,128          72,276        65,707
      Refining capacity
       (barrels per
       day) (B)           76,000        76,000          76,000        76,000

    Fast Lube Operations
      Domestic systemwide
       sales (in
       thousands)       $207,175      $192,390        $817,578      $764,956
      Same center sales
       (in thousands)   $195,568      $190,866        $773,770      $760,029
      Centers open
       (U.S.)              1,588         1,516           1,588         1,516

    (A)  Represents 100% of Pennzoil-Quaker State's specialty sales through
         September 1997; thereafter, represents only Pennzoil-Quaker State's
         proportional share of Penreco sales.
    (B)  Includes Pennzoil-Quaker State's 50% ownership in Excel Paralubes.


                           QUAKER STATE CORPORATION
                       CONDENSED RESULTS OF OPERATIONS
                                 (Unaudited)

                          Three Months Ended            Twelve Months Ended
                              December 31                    December 31
                          1998          1997            1998           1997
                                      (Expressed in thousands)

    REVENUES
      Lubricants and
       Consumer
       Products       $221,377     $245,784      $1,024,219     $1,078,545
      Fast Lube
       Operations       43,590       38,060         171,939        146,130
      Intersegment
       sales           (10,773)      (6,856)        (34,047)       (30,704)
        Total
         revenues     $254,194     $276,988      $1,162,111     $1,193,971


    OPERATING INCOME
      Lubricants and
       Consumer
       Products         $7,038       $8,587         $75,886        $70,372
      Fast Lube
       Operations        1,549        1,291           9,161          7,989
        Total operating
         income          8,587        9,878          85,047         78,361

    Corporate
     administrative
     expenses           (4,991)      (4,268)        (18,426)       (18,855)
    Corporate other
     income              1,411          296           1,817            912
    Interest expense    (7,313)      (6,662)        (29,212)       (26,913)
    Gain on sale of
     joint venture
     interests              --        3,517              --          3,517
    Merger, systems
     integration and
     other special
     charges           (93,271)     (43,120)       (125,874)       (48,411)
    Loss before tax
     benefit           (95,577)     (40,359)        (86,648)       (11,389)

    Income tax benefit (16,350)     (15,800)        (11,800)        (4,000)

    Loss from
     continuing
     operations        (79,227)     (24,559)        (74,848)        (7,389)

    Income from
     discontinued
     operations             --          722              --          4,570
    Gain on
     disposition of
     discontinued
     operations             --       25,907              --         25,907

    NET INCOME
     (LOSS)           $(79,227)      $2,070        $(74,848)       $23,088


                        PENNZOIL-QUAKER STATE COMPANY
                     PRO FORMA RECURRING INCOME STATEMENT
                        DECEMBER 31, 1998 YEAR-TO-DATE
              (Expressed in Thousands, Except Per Share Amounts)
                                 (Unaudited)

                                     Pennzoil      Quaker        Pennzoil-
                                     Products       State      Quaker State
                                      Company   Corporation       Company

    REVENUES
      Net sales                    $1,801,676    $1,162,111      $2,963,787
      Other income, net                59,670         9,316          68,986

        Total revenues              1,861,346     1,171,427       3,032,773

    COSTS AND EXPENSES
      Cost of sales                 1,364,423       713,284       2,077,707
      Selling, general and
       administrative                 329,799       341,632         671,431
      Depreciation and
       amortization (A)                77,210        48,073         125,283
      Taxes other than income          12,209            --          12,209
        Total costs and expenses    1,783,641     1,102,989       2,886,630

    INCOME BEFORE INTEREST AND TAXES   77,705        68,438         146,143

    Interest charges, net (B)          36,696        29,212          65,908

    INCOME BEFORE INCOME TAX           41,009        39,226          80,235
    Income tax provision               15,224        16,636          31,860

    NET INCOME                      $  25,785     $  22,590       $  48,375

    BASIC EARNINGS PER SHARE                                        $  0.62

    (A) Excludes $11.8 million for the amortization of goodwill as a result of
        the merger with Quaker State Corporation.

    (B) Excludes pretax allocated interest charges from PennzEnergy Company
        (formerly named Pennzoil Company).


                          PENNZOIL-QUAKER STATE COMPANY
                     PRO FORMA RECURRING INCOME STATEMENT
                             FOURTH QUARTER 1998
              (Expressed in Thousands, Except Per Share Amounts)
                                 (Unaudited)

                                  Pennzoil      Quaker        Pennzoil-
                                  Products       State      Quaker State
                                   Company   Corporation       Company

    REVENUES
      Net sales                   $431,773      $254,194        $685,967
      Other income, net             13,909         3,205          17,114

          Total revenues           445,682       257,399         703,081

    COSTS AND EXPENSES
      Cost of sales                334,326       161,448         495,774
      Selling, general and
       administrative               80,222        78,263         158,485
      Depreciation and
       amortization (A)             20,881        12,681          33,562
      Taxes other than income        3,158            --           3,158
        Total costs and expenses   438,587       252,392         690,979

    INCOME BEFORE INTEREST
     AND TAXES                       7,095         5,007          12,102

    Interest charges, net (B)       10,228         7,313          17,541

    LOSS BEFORE INCOME TAX          (3,133)       (2,306)         (5,439)

    Income tax benefit              (2,498)         (724)         (3,222)

    NET LOSS                       $  (635)    $  (1,582)      $  (2,217)

    BASIC LOSS PER SHARE                                       $   (0.03)

    (A) Excludes $3.0 million for the amortization of goodwill as a result of
        the merger with Quaker State Corporation.
    (B) Excludes pretax allocated interest charges from PennzEnergy Company
        (formerly named Pennzoil Company).


SOURCE Pennzoil-Quaker State Company




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    CONTACT:
    Greg Panagos, 713-546-8914, or Ray Scippa,
    713-546-8942, both of Pennzoil-Quaker State Company