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Pennzoil-Quaker State Company Reports Second Quarter 2002 Results

    HOUSTON, July 25 /PRNewswire-FirstCall/ -- Pennzoil-Quaker State Company
(NYSE: PZL) today reported second quarter 2002 net income of $28.6 million, or
36 cents per share.  The second quarter 2002 results compare to a reported
second quarter 2001 net loss of $5.3 million, or 7 cents per share.  Excluding
the $14.9 million of nonrecurring after-tax charges (detailed in last year's
earnings release) and a $2.5 million loss from discontinued operations, second
quarter 2001 recurring net income from continuing operations was
$12.1 million, or 15 cents per share.  There have been no nonrecurring charges
in 2002.  Second quarter 2002 revenue of $590.4 million was down 1.8 percent
versus a year ago, due primarily to reduced sales of low margin and unbranded
products.
    For the first six months of 2002, net income was $49.6 million, or
62 cents per share versus reported net income of $2.9 million, or 4 cents per
share for the first half of 2001.  Excluding nonrecurring charges and
discontinued operations from the mid-year 2001 results, recurring net income
from continuing operations was $20.3 million or 26 cents per share.  Second
quarter and first half 2001 earnings reflect goodwill and other amortization
expense of 9 cents and 18 cents per share, respectively.  Year-to-date,
revenue decreased 1.1 percent to $1.2 billion, reflecting lower revenues in
the lubricants and international segments from reduced sales of low margin and
unbranded products in those segments.
    "We are pleased with the continued improvement and strong operating
results across all of our business units," said Jim Postl, president and chief
executive officer.  "These results reflect the dramatic transformation that we
have undertaken over the last three and a half years to focus on our core
businesses, lower costs and enhance service to our customers."
    Lubricants: Operating income for the Lubricant's segment was $52.1 million
in the second quarter versus recurring operating income of $32.7 million last
year.  The year-over-year gain reflects an improvement in motor oil margins
versus low levels experienced a year ago, as well as a 64 percent increase in
premium motor oil volumes, combined with lower selling, general &
administrative (S,G & A) and amortization expenses.  Branded motor oil sales
were up 3.3 percent during the quarter although dramatically reduced sales of
unbranded and low margin products resulted in total lubricants revenue
declining 2.5 percent to $323.0 million.
    For the first six months of 2002, operating income increased 49.8 percent
from last year's operating income excluding nonrecurring items.  Year-to-date
branded motor oil sales increased 3.0 percent, although total lubricants
revenue was down 3.1 percent from a year ago, to $630.5 million, reflecting
the factors identified above.
    Pennzoil(R) and Quaker State(R) premium motor oils are leading brands in
the U.S. passenger car motor oil market, holding a combined 35.6 percent
market share over the last twelve months.
    Consumer Products: The Company's Consumer Products segment improved its
operating income 23.6 percent to $12.7 million versus recurring operating
income of $10.3 million in the second quarter last year.  The improvement
reflects lower amortization expense in 2002.  Revenues in the second quarter
increased modestly year-over-year.
    Year-to-date revenues increased 2.3 percent and recurring operating income
increased 23.2 percent, respectively, from the same period results a year ago.
    International: Pennzoil-Quaker State Company's International segment had
operating income of $4.5 million in the second quarter 2002 compared to
recurring operating income of $3.7 million in the second quarter of 2001.
Second quarter revenue decreased 11.2 percent year-over-year to $58.7 million,
primarily due to the scale back of low margin operations, facilities and
distribution channels.
    For the first six months of 2002, revenue decreased 11.3 percent and
recurring operating income increased 62.2 percent, respectively, from a year
ago.
    Jiffy Lube International: Operating income for Jiffy Lube in the second
quarter 2002 was $9.1 million, a 17.4 percent increase from recurring
operating income last year.  Comparable store sales were up 6.9 percent system
wide in the quarter, with total system sales up 7.5 percent.
    For the first six months of 2002, comparable store sales were up
6.6 percent, with total system sales up 7.9 percent and recurring operating
income up 35.9 percent from a year ago.  Year-to-date revenues increased
6.8 percent to $184 million.
    Supply Chain Investments: Operating income for the Supply Chain Investment
segment, which includes Pennzoil-Quaker State Company's partnership interest
in the Excel Paralubes base oil processing facility, was $11.3 million in the
second quarter compared to $8.2 million in 2001.  The increase in operating
income is due primarily to increased base oil production.
    For the first six months of 2002, operating income increased 56.0 percent
from a year ago.  The year-over-year improvement in operating income reflects
an 18.0 percent increase in base oil production and a $4.4 million after-tax
change in turnaround expense accruals, partially offset by a 22.0 percent
decline in base oil margins.

    Balance Sheet & Cash Flow
    Pennzoil-Quaker State Company has reduced its total debt and capitalized
lease obligations (CLO) balances by $5.0 million and $43.1 million for the
quarter and first half, respectively, continuing the significant progress in
balance sheet improvement achieved in 2001.
    Cash flow provided from operations for the first six months of 2002 have
increased $172.5 million versus last year's first half.  As of June 30, 2002
cash and cash equivalents were $125.0 million, an increase of $38.6 million
from December 31, 2001.
    Over the last twelve months, Pennzoil-Quaker State Company has reduced its
total debt and CLO balances by $85.8 million and has increased its cash and
cash equivalents by $121.3 million.

    Pending Acquisition by Shell Oil Company
    On March 25, 2002, Pennzoil-Quaker State Company and Shell Oil Company, an
affiliate of the Royal Dutch/Shell Group, entered into a definitive agreement
under which Shell Oil Company will acquire Pennzoil-Quaker State Company at a
price of $22.00 per share in cash.  The transaction is subject to shareholder
and regulatory approval.
    The company's shareholder vote is scheduled for August 1, 2002.  The
proposed acquisition by Shell Oil Company must be approved by vote of a
majority of outstanding shares of Pennzoil-Quaker State common stock.  An
abstention or failure to vote by a shareholder will have the same effect as a
vote against the acquisition.
    "We have made excellent progress on integration plans and continue to
expect the transaction to be completed in the second half of this year," said
Postl.
    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:  Certain statements contained in this release 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.
    With the pending transaction with Shell Oil Company, Pennzoil-Quaker State
Company will not host a conference call this quarter.  Any questions by
investors and the media should be directed to the respective contacts listed
below.

    IMPORTANT LEGAL INFORMATION: Investors and security holders are urged to
read the proxy statement regarding the proposed transaction with Shell Oil
Company.  The proxy statement has been filed with the U.S. Securities and
Exchange Commission by Pennzoil-Quaker State Company and security holders may
obtain a free copy of the proxy statement and other documents filed with the
SEC by Pennzoil-Quaker State Company at the SEC's web site at http://www.sec.gov .
The proxy statement, and other documents filed with the SEC by Pennzoil-Quaker
State Company, may also be obtained for free by directing a request to
Pennzoil-Quaker State Company at 700 Milam, Houston, Texas, 77002.  Investors
may obtain a detailed list of names, affiliations and interests of
participants in the solicitation of proxies of Pennzoil-Quaker State Company's
stockholders to approve the transaction at the following address: 700 Milam,
Houston, Texas, 77002.


     The following are the unaudited results of operations for the quarter and
     six months ended June 30, 2002 compared with the same periods in 2001.

                                  Three Months Ended      Six Months Ended
                                       June 30                June 30
                                   2002       2001       2002         2001
                             (Expressed in thousands except per share amounts)

      REVENUES
        Lubricants               $323,003   $331,360    $630,506     $650,364
        Consumer Products         102,884    102,412     191,707      187,351
        International              58,741     66,139     114,832      129,411
        Jiffy Lube                 93,462     88,458     183,968      172,222
        Supply Chain Investments   71,218     69,266     149,826      151,220
        Other                        (953)    (2,009)     (3,588)      (3,604)
        Intersegment sales        (57,921)   (54,625)   (113,243)    (119,900)
          Total revenues         $590,434   $601,001  $1,154,008   $1,167,064

      OPERATING INCOME (LOSS) (A)
        Lubricants                $52,103    $32,739     $95,855      $64,007
        Consumer Products          12,678     (1,497)     18,654        3,392
        International               4,494    (12,969)      7,950      (11,811)
        Jiffy Lube                  9,077      4,531      17,261        9,504
        Supply Chain
         Investments (B)           11,312      8,189      27,836       17,849
        Other                      (1,342)    (2,677)     (3,038)        (412)
          Total operating income   88,322     28,316     164,518       82,529

      Corporate administrative
       expenses                    17,078     13,482      35,136       27,937
      Interest charges, net        23,023     24,165      45,855       48,877

      INCOME (LOSS) FROM
       CONTINUING OPERATIONS
       BEFORE INCOME TAX           48,221     (9,331)     83,527        5,715

      Income tax provision
       (benefit)                   19,568     (6,448)     33,900          308

      INCOME (LOSS) FROM
       CONTINUING OPERATIONS       28,653     (2,883)     49,627        5,407

      Discontinued Operations         ---     (2,465)        ---       (2,465)

      NET INCOME (LOSS)           $28,653    $(5,348)    $49,627       $2,942

      BASIC EARNINGS (LOSS) PER
       SHARE
        Continuing Operations       $0.36     $(0.04)      $0.62        $0.07
        Discontinued Operations       ---      (0.03)        ---        (0.03)

        TOTAL                       $0.36     $(0.07)      $0.62        $0.04

      DILUTED EARNINGS (LOSS)
       PER SHARE
        Continuing Operations       $0.34     $(0.04)      $0.60        $0.07
        Discontinued Operations       ---      (0.03)        ---        (0.03)

        TOTAL                       $0.34     $(0.07)      $0.60        $0.04

      AVERAGE SHARES OUTSTANDING
        BASIC                      80,406     79,107      80,110       78,971
        DILUTED                    83,840     79,107      82,668       79,693

      END OF PERIOD SHARES
       OUTSTANDING                 80,671     79,261      80,671       79,261

    (A) Operating income for the second quarter and six months ended June 30,
        2001 includes $8.8 million and $17.7 million, respectively, in
        amortization expense suspended in 2002 due to the adoption of
        SFAS No. 142.
    (B) Operating income for Supply Chain Investments includes partnership
        income accounted for using the equity method.


                        PENNZOIL-QUAKER STATE COMPANY
                             OPERATING HIGHLIGHTS
                                 (UNAUDITED)

                        Three Months Ended     %      Six Months Ended    %
                              June 30        Change       June 30       Change
                           2002     2001              2002      2001

    LUBRICANTS
      Recurring revenues
       (in thousands)   $323,003  $331,360   -2.5%  $630,506  $650,364   -3.1%
      Recurring
       operating income
       (in thousands)    $52,103   $32,739   59.1%   $95,855   $64,007   49.8%

    CONSUMER PRODUCTS
      Recurring revenues
       (in thousands)   $102,884  $102,412    0.5%  $191,707  $187,351    2.3%
      Recurring
       operating income
       (in thousands)    $12,678   $10,254   23.6%   $18,654   $15,143   23.2%

    INTERNATIONAL
      Recurring revenues
       (in thousands)    $58,741   $66,139  -11.2%  $114,832  $129,411  -11.3%
      Recurring
       operating income
       (in thousands)     $4,494    $3,742   20.1%    $7,950    $4,900   62.2%

    JIFFY LUBE
      Domestic
       systemwide sales
       (in thousands)   $344,447  $320,396    7.5%  $672,011  $622,999   7.9%
      Same center sales
       Jiffy Lube
       (in thousands)   $340,374  $318,284    6.9%  $660,000  $618,884   6.6%
      Systemwide
       centers open        2,175     2,146    1.4%     2,175     2,146   1.4%

    SUPPLY CHAIN INVESTMENTS
      Base oil
       production
       (bbls per day)      9,834     7,261   35.4%     9,694     8,216  18.0%
      Average base
       oil margin
       ($ per bbl)        $17.90    $25.62  -30.1%    $19.72    $25.27 -22.0%


                        PENNZOIL-QUAKER STATE COMPANY
                     CONDENSED CONSOLIDATED BALANCE SHEET

                                                   June 30,       December 31,
                                                     2002             2001
                                                  (unaudited)
                                                   (expressed in thousands)

    ASSETS

    Current assets
      Cash and cash equivalents                    $124,980          $86,412
      Receivables                                   286,471          269,515
      Inventories                                   200,098          199,641
      Other current assets                           62,104           66,778
    Total current assets                            673,653          622,346

    Net, property, plant and equipment              424,597          438,981
    Deferred income taxes                           238,541          266,805
    Goodwill                                        714,857          714,939
    Other intangibles                               401,496          401,261
    Other assets                                    251,078          251,985

    TOTAL ASSETS                                 $2,704,222       $2,696,317

    LIABILITIES AND SHAREHOLDERS' EQUITY

    Current liabilities
      Current maturities of long-term debt          $94,564         $133,733
      Accounts payable                              177,279          163,537
      Payroll accrued                                20,650           14,058
      Other current liabilities                     147,432          141,936
    Total current liabilities                       439,925          453,264

    Long-term debt less current maturities        1,001,447        1,002,554
    Capital lease obligations                        52,137           55,329
    Other liabilities                               390,434          420,619
    TOTAL LIABILITIES                             1,883,943        1,931,766

    SHAREHOLDERS' EQUITY                            820,279          764,551

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $2,704,222       $2,696,317


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

                                                      Six Months Ended
                                                           June 30
                                                    2002              2001
                                                   (expressed in thousands)

            Description
    CASH FLOWS FROM OPERATING ACTIVITIES:
      Net Income                                  $49,627             $2,942
      Adjustments to net income
        Depreciation and amortization              31,189             55,634
        Deferred income tax                        32,566             (1,292)
        Partnership distributions less
          than earnings                           (10,848)            (3,819)
        Loss from discontinued operations             ---              4,074
        Changes in assets and liabilities
         and noncash items, net                    (8,957)          (136,443)

    NET CASH PROVIDED BY (USED IN)
     OPERATING ACTIVITIES                          93,577            (78,904)

    CASH FLOWS FROM INVESTING AND
     FINANCING ACTIVITIES:

      Capital expenditures                        (21,578)           (24,963)
      Acquisitions                                    ---               (700)
      Net debt decrease                           (39,695)           (38,629)
      Proceeds from the sales of assets             7,665              9,592
      Dividends paid                               (4,009)           (29,628)
      Other                                         2,608             14,382

    NET CASH USED IN INVESTING AND
     FINANCING ACTIVITIES                         (55,009)           (69,946)

    NET CASH PROVIDED BY DISCONTINUED
     OPERATIONS                                       ---            114,270

    Total Cash Flow                                38,568            (34,580)

    Beginning Balance                              86,412             38,263

    Ending Balance                               $124,980             $3,683



SOURCE Pennzoil-Quaker State Company




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    CONTACT:
    media, Ray Scippa, +1-713-546-8942, or
    investors, Jay Roueche, +1-713-546-4961, both of Pennzoil-Quaker
    State Company