Canadian Fertilizers Limited |
4.Canadian Fertilizers Limited
Canadian Fertilizers Limited (CFL) owns a nitrogen fertilizer complex in Medicine Hat, Alberta, Canada and supplies fertilizer products to CF Industries,Inc. and Viterra,Inc. (Viterra). CF Industries,Inc. owns 49% of CFL's voting common shares and 66% of CFL's nonvoting preferred shares. Viterra owns 34% of the voting common stock and non-voting preferred stock of CFL. The remaining 17% of the voting common stock is owned by GROWMARK,Inc. and La Coop fdre. CFL is a variable interest entity which we consolidate in accordance with ASC Topic 810Consolidation (formerly FIN46(R)Consolidation of Variable Interest Entities).
CFL's sales revenue for the three and nine months ended September30, 2009 was $93.7million and $366.3million, respectively, and for the three and nine months ended September30, 2008 was $186.5million and $491.9million, respectively. CFL's assets and liabilities at September30, 2009 were $324.6million and $277.7million, respectively, and at December31, 2008 were $375.2million and $334.1million, respectively.
CF Industries,Inc. operates the Medicine Hat facility pursuant to a management agreement and purchases approximately 66% of the facility's ammonia and urea production pursuant to a product purchase agreement. Both the management agreement and the product purchase agreement can be terminated by either CF Industries,Inc. or CFL upon a twelve-month notice. Viterra has the right, but not the obligation, to purchase the remaining 34% of the facility's ammonia and urea production under a similar product purchase agreement. To the extent that Viterra does not purchase its 34% of the facility's production, CF Industries,Inc. is obligated to purchase any remaining amounts. However, since 1995, Viterra has purchased at least 34% of the facility's production each year.
Under the product purchase agreements, both CF Industries,Inc. and Viterra pay the greater of operating cost or market price for purchases. The product purchase agreements also provide that CFL will distribute its net earnings to CF Industries,Inc. and Viterra annually based on their respective quantities of product purchased from CFL. The distributions to Viterra are reported as financing activities in the consolidated statements of cash flows, as we consider these payments to be similar to dividends. While general creditors of CFL do not have direct recourse to the general credit of CF Industries,Inc., the product purchase agreement does require CF Industries,Inc. to advance funds to CFL in the event that CFL is unable to meet its debts as they become due. The amount of each advance would be at least 66% of the deficiency and would be more in any year in which CF Industries,Inc. purchased more than 66% of Medicine Hat's production. A similar obligation also exists for Viterra's 34% share. CF Industries,Inc. and Viterra currently manage CFL such that each party is responsible for its share of CFL's fixed costs and that CFL's production volume is managed to meet the parties' combined requirements. Based on the contractual arrangements, CF Industries,Inc. is the primary beneficiary of CFL as CF Industries,Inc. receives at lea |