- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED MARCH 31, 2002
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 333-11569
----------
TEXAS PETROCHEMICALS LP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-1778313
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
THREE RIVERWAY, SUITE 1500
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(713) 627-7474
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days. Yes [X] No [ ]
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TEXAS PETROCHEMICALS LP
TABLE OF CONTENTS
<Table>
<Caption>
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 2002 and June 30, 2001 1
Consolidated Statement of Operations for the three and nine months ended
March 31, 2002 and 2001 2
Consolidated Statement of Cash Flows for the nine months ended
March 31, 2002 and 2001 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
Signature 17
</Table>
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TEXAS PETROCHEMICALS LP
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<Table>
<Caption>
MARCH 31, JUNE 30,
2002 2001
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 672 $ 19,407
Accounts receivable - trade 55,135 54,479
Inventories 23,293 35,574
Other current assets 13,516 12,487
--------- ---------
Total current assets 92,616 121,947
Property, plant and equipment, net 205,220 213,475
Investment in land held for sale 990 990
Investment in and advances to limited partnership 2,414 2,652
Goodwill, net 160,395 160,395
Other assets, net of accumulated amortization 10,047 9,564
--------- ---------
Total assets $ 471,682 $ 509,023
========= =========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Bank overdraft $ 4,728 $ 5,829
Accounts payable - trade 47,878 67,171
Payable to parent -- 213
Accrued expenses 9,283 16,606
Revolving Credit Facility 16,200 --
Current portion of long-term debt 12,547 6,196
--------- ---------
Total current liabilities 90,636 96,015
Revolving Credit Facility -- 2,000
Long-term debt 253,168 263,943
Deferred income taxes 57,995 59,417
Commitments and contingencies (Note 3)
Partners' equity:
Limited partner 80,297 86,772
General partner 811 876
Advance to parent (9,268) --
Advance to general partner (1,957) --
--------- ---------
Total partners' equity 69,883 87,648
--------- ---------
Total liabilities and partners' equity $ 471,682 $ 509,023
========= =========
</Table>
See accompanying notes to consolidated financial statements.
1
TEXAS PETROCHEMICALS LP
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------- -----------------------
2002 2001 2002 2001
--------- --------- --------- ---------
Revenues $ 136,578 $ 221,273 $ 430,814 $ 644,571
Cost of goods sold 117,144 202,761 396,534 587,573
Non-cash ESOP compensation 57 265 183 685
Depreciation 5,145 5,007 15,287 14,971
Amortization of goodwill -- 1,145 -- 3,437
--------- --------- --------- ---------
Gross profit 14,232 12,095 18,810 37,905
Selling, general and administrative expenses 2,305 2,332 7,593 7,356
--------- --------- --------- ---------
Income from operations 11,927 9,763 11,217 30,549
Interest expense 7,557 8,184 22,663 24,090
Other income (expense)
Non-cash change in fair value of derivatives 971 871 895 723
Loss on sale of investment in land held for sale -- (327) -- (327)
Other, net 209 182 340 437
--------- --------- --------- ---------
1,180 726 1,235 833
Income (loss) before income taxes and cumulative
effect of accounting change 5,550 2,305 (10,211) 7,292
Provision (benefit) for income taxes 1,981 1,331 (3,489) 4,141
--------- --------- --------- ---------
Cumulative effect of accounting change
(net of $221 income tax benefit) -- -- -- (410)
Net income (loss) $ 3,569 $ 974 $ (6,722) $ 2,741
========= ========= ========= =========
</Table>
See accompanying notes to consolidated financial statements.
2
TEXAS PETROCHEMICALS LP
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<Table>
<Caption>
NINE MONTHS ENDED
MARCH 31,
---------------------
2002 2001
-------- --------
Cash flows from operating activities:
Net income (loss) $ (6,722) $ 2,741
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation of fixed assets 15,287 14,971
Amortization of goodwill -- 3,437
Amortization of debt issuance costs and deferred premium 901 904
Earnings from investment in limited partnership (200) (423)
Loss on sale of investment in land held for sale -- 327
Deferred income taxes (2,377) (977)
Non-cash ESOP compensation 183 685
Non-cash change in fair value of derivatives (895) (92)
Non-cash net reduction in advance to general partner 530 1,500
Change in:
Accounts receivable (656) (11,699)
Inventories 12,281 (7,707)
Other assets 1,823 (4,041)
Accounts payable (19,293) (6,993)
Payable to parent (213) 259
Accrued expenses (6,368) (7,635)
Distribution from investment in limited partnership 438 525
-------- --------
Net cash used in operating activities (5,281) (14,218)
Cash flows from investing activities:
Capital expenditures (7,032) (10,163)
Proceeds from sale of investment in land held for sale -- 741
-------- --------
Net cash used in investing activities (7,032) (9,422)
Cash flows from financing activities:
Change in bank overdraft (1,101) (1,750)
Net borrowings under Revolving Credit Facility 14,200 22,250
Payments on long-term debt (7,766) (11,443)
Payment of cash bonus plan -- (213)
Advance to parent (9,268) --
Advance to general partner (2,487) --
-------- --------
Net cash provided by (used in) financing activities (6,422) 8,844
-------- --------
Net decrease in cash and cash equivalents (18,735) (14,796)
Cash and cash equivalents, at beginning of period 19,407 14,919
-------- --------
Cash and cash equivalents, at end of period $ 672 $ 123
======== ========
</Table>
See accompanying notes to consolidated financial statements.
3
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
NATURE OF OPERATIONS
Texas Petrochemicals LP, formerly Texas Petrochemicals Corporation,
referred to as the "Company" herein, is one of the largest producers of
butadiene, the largest producer of butene-1, and the third largest producer of
methyl tertiary-butyl ether ("MTBE") in North America. In addition, the Company
is the sole producer of diisobutylene and isobutylene concentrate in the United
States and the second largest domestic merchant supplier of high purity
isobutylene to the chemical market. The Company's products include: (i)
butadiene, primarily used to produce synthetic rubber; (ii) MTBE, used as an
oxygenate and octane enhancer in gasoline; (iii) alkylate, used as a
gasoline-blend component; (iv) butene-1, used in the manufacture of plastic
resins, fuel additives and synthetic alcohols; (v) specialty isobutylenes,
primarily used in the production of specialty rubbers, lubricant additives,
detergents and coatings; and (vi) polyisobutylenes, used in the production of
fuel and lube additives, adhesives, sealants and packaging.
On July 1, 2000, the Company converted its legal form from a corporation
to a limited partnership, Texas Petrochemicals LP, pursuant to the conversion
provisions of the Texas Business Corporation Act and the Texas Revised Limited
Partnership Act. TPC Holding Corp., the Company's direct parent prior to the
conversion, retained a 1% ownership interest in the partnership and became its
sole general partner. Petrochemical Partnership Holdings, Inc., a new wholly
owned subsidiary of TPC Holding Corp., acquired the remaining 99% ownership
interest and simultaneously became a limited partner of the partnership. This
change had no effect on the current management of the Company or its existing
operations. The Texas Business Corporation Act provides that the effect of the
conversion is that the Company as a legal entity continues to exist, without
interruption, but in the organizational form of a Texas limited partnership
rather than in the prior organizational form of a Texas corporation. As a result
of the above equity restructuring, there was no change in the carrying values of
the Company's assets and liabilities.
GENERAL
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles 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
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments have been
made which are necessary to fairly present the financial position of the Company
as of March 31, 2002 and the results of its operations and cash flows for the
interim period ended March 31, 2002. The results of the interim period should
not be regarded as necessarily indicative of results that may be expected for
the entire year. The financial information presented herein should be read in
conjunction with the audited financial statements and notes included in the
Company's Form 10-K for the year ended June 30, 2001. Certain amounts from prior
periods have been reclassified to conform to current period presentation.
4
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
2. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (IN THOUSANDS OF DOLLARS)
INVENTORIES:
<Table>
<Caption>
MARCH 31, JUNE 30,
2002 2001
--------- ---------
Finished goods $ 11,602 $ 13,583
Raw materials 10,334 20,497
Chemicals and supplies 1,357 1,494
--------- ---------
$ 23,293 $ 35,574
========= =========
</Table>
OTHER CURRENT ASSETS:
<Table>
<Caption>
MARCH 31, JUNE 30,
2002 2001
--------- ---------
Catalyst inventory $ 4,816 $ 5,389
Other receivables 1,440 4,929
Prepaid and other 7,260 2,169
--------- ---------
$ 13,516 $ 12,487
========= =========
</Table>
PROPERTY, PLANT AND EQUIPMENT:
<Table>
<Caption>
MARCH 31, JUNE 30,
2002 2001
--------- ---------
Chemical plants $ 304,028 $ 300,379
Construction in progress 20,417 17,704
Other 6,509 5,839
--------- ---------
330,954 323,922
Less accumulated depreciation 125,734 110,447
--------- ---------
$ 205,220 $ 213,475
========= =========
</Table>
ACCRUED EXPENSES:
<Table>
<Caption>
MARCH 31, JUNE 30,
2002 2001
--------- ---------
Accrued interest $ 6,385 12,439
Property and sales taxes 778 2,320
Other 2,120 1,847
--------- ---------
$ 9,283 $ 16,606
========= =========
</Table>
5
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
LONG TERM DEBT:
<Table>
<Caption>
MARCH 31, JUNE 30,
2002 2001
--------- ---------
Bank Credit Agreement:
Term A Loan $ 4,165 $ 8,237
Term B Loan 33,935 35,295
Revolving Credit Facility 16,200 2,000
Senior Subordinated Notes 225,000 225,000
Deferred premium on Senior Subordinated Notes 1,366 1,607
Note payable for insurance premium 1,249 --
--------- ---------
281,915 272,139
Less current maturities 28,747 6,196
--------- ---------
Long-term debt $ 253,168 $ 265,943
========= =========
</Table>
The Bank Credit Agreement originally provided for term loans in the amount
of $130 million and a Revolving Credit Facility of up to $40 million. Quarterly
principal and interest payments are made under the Bank Credit Agreement. The
final payments under the Term A Loan and Term B Loan are due on December 31,
2002 and June 30, 2004, respectively. The Revolving Credit Facility is currently
scheduled to expire on December 31, 2002. The debt under the Bank Credit
Agreement bears interest, at the option of the borrower, based on the LIBOR rate
plus a margin (2.0% and 1.50% for the Revolving Credit Facility and Term A Loan
at March 31, 2002 and 2001 and 3.0% for the Term B Loan at March 31, 2002 and
2001, respectively) or the greater of the prime rate and the federal funds rate
plus 1/2% plus a margin (1.0% and 0.5% at March 2002 and 2001). Substantially
all assets of the Company are pledged as collateral under the Bank Credit
Agreement. The Senior Subordinated Notes are due 2006 and bear interest at 11
1/8% payable semiannually on January 1 and July 1. The Bank Credit Agreement and
the Senior Subordinated Notes include certain restrictive covenants which
include, but are not limited to, maintenance of certain financial ratios and
limitations on capital expenditures, indebtedness, investments and sales of
assets and subsidiary stock. The Company obtained an amendment to the Bank
Credit Agreement in July 2001 that amended the definition of EBITDA to allow for
an exclusion of losses associated with the fire and flood damage sustained
during the fourth quarter of fiscal year 2001 and the first quarter of fiscal
year 2002.
3. COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL REGULATION
The Company's operations are subject to federal, state and local laws and
regulations administered by the U.S. Environmental Protection Agency ("EPA"),
the U.S. Coast Guard, the Army Corps of Engineers, the Texas Natural Resource
Conservation Commission ("TNRCC"), the Texas General Land Office, the Texas
Department of Health and various local regulatory agencies. The Company holds
all required permits and registrations necessary to comply substantially with
all applicable environmental laws and regulations, including permits and
6
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
registrations for wastewater discharges, solid and hazardous waste disposal and
air emissions, and management believes that the Company is in substantial
compliance with all such laws and regulations. While management does not expect
that the cost of compliance with existing environmental laws will have a
material adverse effect on the Company's financial condition, results of
operations or cash flows, there can be no assurance that future legislation,
regulation, or judicial or administrative decisions will not have such an
effect.
Under federal and state environmental laws, companies may be liable for
remediation of contamination at on-site and off-site waste management and
disposal areas. Management believes that the Company is not likely to be
required to incur material remediation costs related to its management,
transportation and disposal of solid and hazardous materials and wastes or to
its pipeline operations.
The Company's Houston facility is located in Harris County, Texas, which
has been designated as a severe nonattainment area for ozone under the Clean Air
Act ("CAA"). Accordingly, the State of Texas is in the process of developing a
revised State Implementation Plant ("SIP") which will require significant
reductions in emissions of ozone precursors, including volatile organic
compounds and oxides of nitrogen from the plants in Harris County. The SIP will
require certain additional emission reductions from the Company's facilities.
Such reductions will require the Company to modify existing controls, install
additional controls for air emissions, or install new equipment. The current
rules would require most area plants, including the Company's Houston plant, to
reduce emissions of nitrogen oxide by approximately 90%. However, a negotiated
plan agreed to by TNRCC and the affected plants would reduce the amount of the
required reductions to 75%, if certain scientific data supports such reduction.
Approval by EPA of the SIP is anticipated to occur by late 2002. Although the
Company is unable at this time to predict with certainty the cost of modifying
its facilities to comply with the requirements of the SIP, the Company estimates
that such costs could range from $30 million to $60 million. Such costs will
depend on the final form and scope of the SIP, and the determination of the
detailed modifications that could be required to comply with the SIP. The
Company anticipates that the majority of the costs to modify its facilities
would be incurred from fiscal year 2003 to 2006.
MTBE ENVIRONMENTAL AND MARKET ISSUES
There is concern in a number of states that MTBE may enter drinking water
supplies as a result of leaks in underground gasoline storage tanks. As a result
of this concern, California's Governor, Gray Davis, issued an Executive Order
banning MTBE from gasoline sold in California as of December 31, 2002. On March
14, 2002, Governor Davis issued Executive Order D-52-02 extending the
commencement of the ban to December 31, 2003, based on his finding that it would
not be practical to replace MTBE with ethanol by the date of the original ban.
Several other states have enacted laws providing for reduction or elimination of
MTBE from gasoline. The California and New York bans have been challenged in
federal court. However, if the ban in California goes into effect as scheduled,
it would be expected to materially reduce MTBE demand and to have a material
adverse effect on the Company's financial results.
In addition, certain states have established maximum contaminant levels
("MCLs") for MTBE in drinking water supplies ranging from 10 to 17 ppb. The EPA
has not yet established MCLs but has an advisory of 20 to 40 ppb, based on
aesthetics. If MTBE is found at levels exceeding the MCLs, the water will have
to be treated to reduce MTBE concentration to a level at or below the applicable
MCLs.
7
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
There continues to be action in Congress that may impact the use of MTBE
in gasoline. Included are legislative proposals that would ban MTBE, eliminate
the oxygen requirement of the CAA or require the use of ethanol as a
gasoline-blending component. The Company is not able to predict whether such
legislation will be adopted. If adopted, however, such legislation would be
expected to materially reduce MTBE demand and to have a material adverse effect
on the Company's financial results.
Various scientific bodies have evaluated MTBE as a possible human
carcinogen. To date, the International Agency on Research on Cancer, the
National Toxicology Program, and the California Cancer Identification Committee
have found MTBE not to be classifiable as a possible, probable or known human
carcinogen. The California Environment Protection Agency has designated MTBE as
a possible human carcinogen.
4. ACCOUNTING CHANGE
In July 2001, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," which
addresses financial reporting and accounting for goodwill and other intangible
assets. The pronouncement stipulates that goodwill should no longer be amortized
but rather periodically assessed for impairment. The Company has applied the
provisions in SFAS No. 142 and concluded that goodwill was not impaired. The
Company will continue to periodically assess goodwill for impairment. Goodwill
amortization expense of $3.4 million was recorded for the nine months ended
March 31, 2001.
In July 2000, the Company adopted SFAS No. 133, "Accounting for Derivative
Instruments and Certain Hedging Activities" and SFAS No. 138, "Accounting for
Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS No.
133". Accordingly, upon adoption of these pronouncements the Company recorded
all derivative instruments on the balance sheet at their respective fair values
with an offsetting entry as a cumulative change in accounting principle, net of
tax. The cumulative effect on earnings was a pre-tax charge of $0.6 million less
a tax benefit of $0.2 million.
5. EMPLOYEE STOCK OWNERSHIP PLAN
In August 2001, the TPC Holding Corp. Employee Stock Ownership Trust
("Trust") purchased 69,000 shares of common stock of Texas Petrochemical
Holdings, Inc. from existing shareholders in exchange for cash and
seller-financing. The cash portion of the offer to the selling shareholders was
funded by a loan made by the Company to the Trust. The loan of $2.5 million is
financed over a 10-year period at a 6% interest rate. The unallocated shares
related to the loan have been recorded as an advance to the general partner and
reflected as a contra account in partners' equity. The seller-financing portion
of the offer was financed with a $5.3 million non-recourse note issued from the
Trust to a selling shareholder. This note is to be financed over a 10-year
period at a 6% interest rate. TPC Holding Corp., the sponsor of the Plan, has
reflected this transaction on its balance sheet. Currently, the Trust does not
have sufficient funds to pay the future principal and interest payment
requirements under the seller-financing note. The Company anticipates that it
will fund these principal and interest payments of $0.8 million on an annual
basis, however, there is no commitment or requirement to make such funding. The
holder of the non-recourse note holds a security interest in the shares sold to
the Trust, but has no recourse against the Company, the sponsor or the Trust for
non-payment of the notes. The Company's contribution to the Trust for the nine
months ended March 31, 2002 was $0.6 million, which was reported as compensation
expense.
8
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
In certain situations, the participants of the ESOP have the option to put
their allocated shares back to the plan sponsor at the current fair value of the
stock. Under normal circumstances, the put option is triggered by retirement or
termination of the employee, and generally provides an option period of two
years. Prior to the end of fiscal year 2001, no put options were exercisable. In
fiscal year 2002, qualifying employees who retired or were terminated from
fiscal year 1996 to 2001 were allowed to exercise their put option. In April
2002, the Company funded $1.7 million to qualifying participants who exercised
their put option.
Beginning in fiscal year 2002, on an annual basis, employees who meet the
put option qualification requirements will be allowed to exercise their put
option. The future funding for the exercise of the put options is expected to
come from the Company and is allowed under the provisions of its debt
agreements. No commitment or requirement, however, exists for the Company to
make such funding. The amount of the put option is based on the number of shares
exercisable and the current appraised share value of $146 per share. The
appraised value of the shares will change on an annual basis with the issuance
of the new appraisal report.
6. ADVANCE TO PARENT
On August 10, 2001, the Company funded a cash payment of $9.3 million to
Texas Petrochemical Holdings, Inc., the parent company of TPC Holding Corp., to
be held for future scheduled interest payments on the Discount Notes. The
payment has been recorded as a note receivable from the Parent and reflected as
a contra account in partners' equity. The note is due on August 10, 2010 and
bears an interest rate of 6% per annum payable at maturity. The note, including
principal and interest, is subject to mandatory prepayments in amounts otherwise
due by the Parent to the Company under an existing tax sharing agreement.
On January 2, 2002, a semiannual interest payment of $3.9 million was made
on the Discount Notes thus reducing Texas Petrochemical Holdings, Inc.'s cash
balance to $5.4 million at March 31, 2002. Texas Petrochemical Holdings, Inc.
anticipates a substantial portion of the remaining cash balance from the advance
will be utilized to make the next semiannual interest payment of $3.9 million on
July 1, 2002. Texas Petrochemical Holdings, Inc. expects to have approximately
$1.5 million in remaining cash from the advance to fund future semiannual
interest payments. Unless the Company provides funding to Texas Petrochemical
Holdings, Inc. or additional capital is raised by Texas Petrochemical Holdings,
Inc. there will not be sufficient cash balances at Texas Petrochemical Holdings,
Inc. to fund the entire semiannual interest payment due January 2, 2003. While
the intention of the cash advance is to fund future interest requirements on the
Discount Notes, there is no requirement or commitment that these funds be used
solely or explicitly for that purpose. A failure to make an interest payment on
the Discount Notes qualifies as an event of default under the indenture of the
Discount Notes. The holder of the Discount Notes would be entitled to seek
remedies permitted under the provisions of the indenture. No assets of the
Company secure the obligations of Texas Petrochemical Holdings, Inc.; however,
under certain circumstances a default under the Discount Notes could trigger a
cross default in the Company Bank Credit Agreement and Senior Subordinated Notes
indentures, thus giving the holders of these securities the remedies allowed
under the indentures.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the condensed
consolidated financial statements and notes thereto of Texas Petrochemicals LP,
referred to as the "Company" herein, included elsewhere in this report.
OVERVIEW
The Company's revenues are derived primarily from merchant market sales of
butadiene, fuel products (methyl tertiary-butyl ether ("MTBE"), butene-2 and
alkylate) and specialty products (butene-1, isobutylene concentrate, high purity
isobutylene, diisobutylene and polyisobutylene). The recent sluggish economy has
impacted demand, primarily in the Company's butadiene and specialty products
businesses. During the first quarter of the current fiscal year, the Company's
financial performance was negatively impacted by continued disruptions to its
business caused by a fire in one of its operating units in May, 2001 and severe
flooding in June, 2001. The Company's financial performance improved during the
current quarter due to lower raw material and energy cost as compared to the
prior year quarter.
MTBE ENVIRONMENTAL AND MARKET ISSUES
There is concern in a number of states that MTBE may enter drinking water
supplies as a result of leaks in underground gasoline storage tanks. As a result
of this concern, California's Governor, Gray Davis, issued an Executive Order
banning MTBE from gasoline sold in California as of December 31, 2002. On March
14, 2002, Governor Davis issued Executive Order D-52-02 extending the
commencement of the ban to December 31, 2003, based on his finding that it would
not be practical to replace MTBE with ethanol by the date of the original ban.
Several other states have enacted laws providing for reduction or elimination of
MTBE from gasoline. The California and New York bans have been challenged in
federal court. However, if the ban in California goes into effect as scheduled
it would be expected to materially reduce MTBE demand and to have a material
adverse effect on the Company's financial results.
In addition, certain states have established maximum contaminant levels
("MCLs") for MTBE in drinking water supplies ranging from 10 to 17 ppb. The U.S.
Environmental Protection Agency has not yet established MCLs but has an advisory
of 20 to 40 ppb, based on aesthetics. If MTBE is found at levels exceeding the
MCLs, the water will have to be treated to reduce MTBE concentration to a level
at or below the applicable MCLs.
There continues to be action in Congress to impact the use of MTBE in
gasoline. Included are legislative proposals that would ban MTBE, eliminate the
oxygen requirement of the Clean Air Act or require the use of ethanol as a
gasoline-blending component. The Company is not able to predict whether such
legislation will be adopted. If adopted, however, such legislation would be
expected to materially reduce MTBE demand and, to have a material adverse effect
on the Company's financial results.
Various scientific bodies have evaluated MTBE as a possible human
carcinogen. To date, the International Agency on Research on Cancer, the
National Toxicology Program and the California Cancer Identification Committee
have found MTBE not to be classifiable as a possible, probable or known human
carcinogen. The California Environment Protection Agency has designated MTBE as
a possible human carcinogen.
10
REVENUES
The following tables set forth the Company's historical revenues and the
percentages of historical revenues by product group and volume of products sold
for the three and nine months ended March 31, 2002 and 2001, respectively.
Revenues
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS)
Butadiene $ 26.9 20% $ 45.3 20% $ 82.7 19% $134.2 21%
Fuel Products(1) 73.4 53 126.8 57 240.2 56 369.0 57
Specialty Products(2) 34.1 25 43.1 20 101.1 23 125.4 19
Other(3) 2.2 2 6.1 3 6.8 2 $ 16.0 3
------ --- ------ --- ------ --- ------ ---
Total $136.6 100% $221.3 100% $430.8 100% $644.6 100%
====== === ====== === ====== === ====== ===
</Table>
- ---------
(1) Includes revenue from sales of MTBE, butene-2 and alkylate.
(2) Includes revenue from sales of butene-1, isobutylene concentrate,
high-purity isobutylene, diisobutylene and polyisobutylene.
(3) Includes utility revenues and revenues realized from the Company's
terminalling facilities.
Sales Volumes
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
------------------ -----------------
2002 2001 2002 2001
----- ----- ----- -----
(MILLIONS OF POUNDS, EXCEPT WHERE NOTED)
Butadiene 213.0 201.6 610.1 615.6
Fuel Products(1) 90.7 107.4 315.4 329.2
Specialty Products 163.0 152.8 461.8 460.8
</Table>
- ---------
(1) Volumes in millions of gallons. Includes 67.8 million, 86.7 million, 241.1
million and 269.8 million gallons of MTBE sales, of which 8.5 million,
26.2 million, 43.0 million and 94.5 million gallons of finished MTBE were
purchased for resale for the three and nine months ended March 31, 2002 and
2001, respectively.
RESULTS OF OPERATIONS
The following table sets forth an overview of the Company's results of
operations.
<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------------- ---------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS)
Revenues $136.6 100% $221.3 100% $430.8 100% $644.6 100%
Cost of goods sold 117.1 86 202.8 92 396.5 92 587.6 91
Non-cash ESOP compensation 0.2 -- 0.3 -- 0.2 -- 0.7 --
Depreciation and amortization 5.1 4 6.1 3 15.3 4 18.4 3
------ --- ------ --- ------ --- ------ ---
Gross profit 14.2 10 12.1 5 18.8 4 37.9 6
Selling, general and administrative expenses 2.3 2 2.3 1 7.7 2 7.4 1
------ --- ------ --- ------ --- ------ ---
Income from operations $ 11.9 9% $ 9.8 4% $ 11.1 2% $ 30.5 5%
====== === ====== === ====== === ====== ===
</Table>
11
Three months ended March 31, 2002 compared to the three months ended
March 31, 2001
REVENUES
The Company's revenues decreased by approximately 38%, or $84.7 million,
to $136.6 million for the three months ended March 31, 2002 from $221.3 million
for the three months ended March 31, 2001. Butadiene sales revenues decreased
due to lower sales prices as compared to the prior year quarter. Butadiene sales
prices were lower during the current quarter due to reduced domestic customer
demand. Fuel products sales revenues declined primarily as a result of lower
MTBE sales prices and MTBE sales volumes as compared to the prior year quarter.
Lower MTBE sales prices were driven by lower crude oil and gasoline prices. MTBE
sales volumes declined due to lower volumes of MTBE purchased for resale.
Specialty products sales revenues were lower than the prior year quarter due
primarily to lower sales prices driven by reduced feedstock and energy costs.
GROSS PROFIT
Gross profit increased by 17% or $2.1 million, to $14.2 million for the
three months ended March 31, 2002 from $12.1 million for the three months ended
March 31, 2001. Gross margin during this period increased to 10.4% from 5.5%.
Gross profit was positively impacted during the current year quarter by lower
feedstock and energy costs. The improvement in product margins more than offset
the impact of income in the prior year quarter of $4.1 million from an insurance
settlement and shipping contracts. In addition, gross profit increased during
the current quarter compared to the corresponding prior year quarter by the
elimination of goodwill amortization expense upon adoption of Statement of
Financial Accounting Standards ("SFAS") No. 142 starting July 2001. Goodwill
amortization expense of $1.1 million was recorded during the three months ended
March 31, 2001.
INCOME FROM OPERATIONS
Income from operations increased 21% or $2.1 million, to $11.9 million for
the three months ended March 31, 2002 from $9.8 million for the three months
ended March 31, 2001. Operating margin during this period increased to 8.7% from
4.4%. This increase in income from operations was primarily due to the same
factors contributing to the increase in gross profit described above.
Nine months ended March 31, 2002 compared to the nine months ended
March 31, 2001
REVENUES
The Company's revenues decreased by 33%, or $213.8 million, to $430.8
million for the nine months ended March 31, 2002 from $644.6 million for the
nine months ended March 31, 2001. Butadiene sales prices were lower during the
current period due to reduced domestic customer demand. Fuel products sales
revenues declined primarily as a result of lower MTBE sales prices and MTBE
sales volumes as compared to the prior year period. Lower MTBE sales prices were
driven by lower crude oil and gasoline prices. MTBE sales volumes declined due
to lower volumes of MTBE purchased for resale. Specialty products sales revenues
were lower than the prior year period due primarily to lower sales prices driven
by reduced feedstock and energy costs.
GROSS PROFIT
Gross profit decreased by 50%, or $19.1 million, to $18.8 million for the
nine months ended March 31, 2002 from $37.9 million for the nine months ended
March 31, 2001. Gross margin during this period decreased to approximately 4.4%
from 5.9%. Gross profit during the period declined substantially due to
operating problems associated with the fire and flood damage sustained by the
plant in May and June 2001. Repairs that continued in June, July and August 2001
resulted in a reduction of MTBE production of approximately 30% during the
current period compared to the prior year period adjusted for the turnaround in
August 2000. The repairs during the current
12
period included a turnaround to change damaged catalyst in one of the Company's
dehydro units that is used to produce MTBE. In addition, raw material inventory
levels at the beginning of the current period were higher than planned due to
the operational outages sustained at the end of fiscal year 2001. These raw
materials subsequently declined in value due to a significant decline in market
prices during the current period. The resulting higher cost of raw materials
combined with lower product sales prices had a negative effect on unit margins.
The Company estimates that these operating problems related to the fire and
flood impacted the first quarter gross profit by approximately $13 million.
Gross profit was also negatively impacted by additional declines in product
prices during the first nine months of the period. These declines negatively
impacted the unit margins in the fuel products and butadiene businesses. Gross
profit increased during the current period compared to the corresponding prior
year period by the elimination of goodwill amortization expense upon the
adoption of SFAS No. 142 starting in July 2001. Goodwill amortization expense of
$3.4 million was recorded in the nine months ended March 31, 2001.
INCOME FROM OPERATIONS
Income from operations decreased by 63% or $19.3 million, to $11.2 million
for the nine months ended March 31, 2002 from $30.5 million for the nine months
ended March 31, 2001. Operating margin during this period decreased to 2.6% from
4.7%. The decrease in income from operations was primarily due to the same
factors contributing to the decrease in gross profit described above.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
Nine months ended March 31, 2002 compared to the nine months ended
March 31, 2001
Net cash used by operating activities was $5.3 million for the nine months
ended March 31, 2002 compared to $14.2 million for the nine months ended March
31, 2001. The decrease of $8.9 million was caused by a decrease in working
capital during the current period partly offset by lower net income. Net cash
used in investing activities was $7.0 million for the nine months ended March
31, 2002 compared to $9.4 million for the nine months ended March 31, 2001. The
decrease of $2.4 million was due to lower capital expenditures. Net cash used in
financing activities was $6.4 million for the nine months ended March 31, 2002
compared to $8.8 million net cash provided for the nine months ended March 31,
2001. The decrease of $15.2 million was primarily attributable to a cash payment
of $9.3 million to Texas Petrochemical Holdings, Inc. (the "Parent") to fund
scheduled interest payments and a decline in borrowings on the Revolving Credit
Facility.
LIQUIDITY
The Company's liquidity needs arise primarily from principal and interest
payments under the Bank Credit Agreement and the Subordinated Notes in addition
to funding capital expenditures and income taxes. Additionally, beginning in
January 2002, a semiannual cash interest payment of $3.9 million was required
under the Discount Notes issued by the Parent. The Parent does not maintain
continuing operations that generate cash flow to meet these interest payments.
The Company's ability to fund interest on the debt held by the Parent is limited
by the terms of the Company's Subordinated Notes. On August 10, 2001, the
Company funded a cash payment of $9.3 million to the Parent to be held for
future scheduled interest payments on the Discount Notes. There can be no
assurance that the Company will be able to continue to fund cash payments to the
Parent to meet additional future interest requirements.
13
On January 2, 2002, a semiannual interest payment of $3.9 million was made
on the Discount Notes thus reducing Texas Petrochemical Holdings, Inc.'s cash
balance to $5.4 million at March 31, 2002. Texas Petrochemical Holdings, Inc.
anticipates a substantial portion of the remaining cash balance from the advance
will be utilized to make the next semiannual interest payment of $3.9 million on
July 1, 2002. Texas Petrochemical Holdings, Inc. expects to have approximately
$1.5 million in remaining cash from the advance to fund future semiannual
interest payments. Unless the Company provides funding to Texas Petrochemical
Holdings, Inc. or additional capital is raised at Texas Petrochemical Holdings,
Inc. there will not be sufficient cash balances at Texas Petrochemical Holdings,
Inc. to fund the entire semiannual interest payment due January 2, 2003. While
the intention of the cash advance is to fund future interest requirements on the
Discount Notes, there is no requirement or commitment that these funds be used
solely or explicitly for that purpose. A failure to make an interest payment on
the Discount Notes qualifies as an event of default under the indenture of the
Discount Notes. The holder of the Discount Notes would be entitled to seek
remedies permitted under the provisions of the indenture. No assets of the
Company secure the obligations of Texas Petrochemical Holdings, Inc.; however,
under certain circumstances a default under the Discount Notes could trigger a
cross default in the Company Bank Credit Agreement and Senior Subordinated Notes
indentures, thus giving the holders of these securities the remedies allowed
under the indentures.
In August 2001, the TPC Holding Corp. Employee Stock Ownership Trust
("Trust") purchased 69,000 shares of common stock of Texas Petrochemical
Holdings, Inc. from existing shareholders in exchange for cash and
seller-financing. The cash portion of the offer, to selling shareholders, was
funded by a loan made by the Company to the Trust. The loan of $2.5 million is
financed over a 10-year period at a 6% interest rate. The unallocated shares
related to the loan have been recorded as an advance to the general partner and
reflected as a contra account in partners' equity. The seller-financing portion
of the offer was financed with a $5.3 million non-recourse note issued from the
Trust to a selling shareholder. This note is to be financed over a 10-year
period at a 6% interest rate. TPC Holding Corp., the sponsor of the Plan, has
reflected this transaction on its balance sheet. Currently, the Trust does not
have sufficient funds to pay the future principal and interest payment
requirements under the seller-finance note. The Company anticipates that it will
fund these principal and interest payments of $0.8 million on an annual basis;
however, there is no commitment or requirement to make such funding. The holder
of the non-recourse note holds a security interest in the common stock, but has
no recourse against the Company, the sponsor or the Trust for non-payment of the
note. The Company's contribution to the Trust for the nine months ended March
31, 2002 was $0.6 million, which was reported as compensation expense.
In certain situations, the participants of the ESOP have the option to put
their allocated shares back to the plan sponsor at the current fair value of the
stock. Under normal circumstances the put option is triggered by retirement or
termination of the employee, and generally provides an option period of two
years. Prior to the end of fiscal year 2001, no put options were exercisable. In
fiscal year 2002, qualifying employees who retired or terminated from fiscal
years 1996 to 2001 were allowed to exercise their put option. In April 2002, the
Company funded $1.7 million to qualifying participants who exercised their put
option.
Beginning in fiscal year 2002, on an annual basis, employees who meet the
put option qualification requirements were allowed to exercise their put option.
The future funding for the exercise of the put options is expected to come from
the Company and is allowed under the provisions of its debt agreements. No
commitment or requirement, however, exists for the Company to make such funding.
The amount of the put option is based on the number of shares exercisable and
the current appraised share value of $146 per share. The appraised value of the
shares will change on an annual basis with the issuance of the new appraisal
report.
The Company's primary source of funds to meet debt service requirements is
net cash flow provided by operating activities. Operating cash flow is
significantly impacted by raw materials cost as well as the selling price and
volume of finished goods. Additionally, the Company has a $40 million Revolving
Credit Facility of which $16.2 million was used at March 31, 2002, to provide
funds for ongoing operations, working capital and planned capital expenditures.
The Company's liquidity during the nine months ended March 31, 2002 compared to
the
14
prior year corresponding period has been impacted by a decline in operating
results, changes in working capital, funding of $9.3 million to the Parent and
funding of $2.5 million to the Trust. While the Company currently has
availability of funds under the Revolving Credit Facility, there can be no
guarantee that such availability will be sufficient in the future. In order to
improve liquidity, the Company has taken steps to reduce capital expenditures
and working capital. In addition to reductions of inventory quantities on hand,
declines in product prices in the current fiscal year have contributed to the
Company's ability to reduce working capital. Potential future increases in
product prices may impact the Company's ability to maintain low levels of
working capital and, in the event of significant product price increases, would
have a substantial impact on the Company's liquidity position. The Company's
ability to borrow is limited by the terms of the Bank Credit Agreement and the
Subordinated Notes. The Bank Credit Agreement and the Subordinated Notes include
certain restrictive covenants, which include, but are not limited to, the
maintenance of certain financial ratios and limitations on capital expenditures,
indebtedness, investments and sales of assets and subsidiary stock. The
Company's availability under the Revolving Credit Facility is tied to, among
other things, the ratio of Debt to EBITDA as defined in the Bank Credit
Agreement. Future declines in the Company's EBITDA could result in a decline in
the amount of available capacity in the Revolving Credit Facility, if an
amendment to the Bank Credit Agreement were not obtained. Additionally, the
Company's Revolving Credit Facility is scheduled to expire on December 31, 2002.
Failure to obtain alternative financing or an extension of the existing facility
by December 31, 2002 would create a significant reduction in the Company's
liquidity and could have a substantial negative impact on the Company's business
operations and financial condition. The Company obtained an amendment to the
Bank Credit Agreement in July 2001 that amended the definition of EBITDA to
allow for an exclusion of losses associated with the fire and flood damage
sustained during the fourth quarter of fiscal year 2001 and the first quarter of
fiscal year 2002.
CAPITAL EXPENDITURES
The Company's capital expenditures relate principally to improving
operating efficiencies. Capital expenditures for the nine months ended March 31,
2002 were $7.0 million. The Company's expenses include approximately $20 million
annually for plant maintenance, which are not treated as capital expenditures.
The Company currently plans to spend approximately $9 million in capital
expenditures for fiscal year 2002.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This filing includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are identified as any
statement that does not relate strictly to historical or current facts. They use
words such as "anticipate," "believe," "intend," "plan," "projection,"
"forecast," "strategy," "position," "continue," "estimate," "expect," "may,"
"will," or the negative of those terms or other variations of them or by
comparable terminology. In particular, statements expressed or implied,
concerning future operating results or the ability to generate sales, income or
cash flow are forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
The future results of our operations may differ materially from those expressed
in these forward-looking statements. Many of the factors that will determine
these results are beyond our ability to control or predict. Specific factors
that could cause actual results to differ from those in the forward-looking
statements include but are not limited to those factors disclosed in conjunction
with the forward looking statements included herein ("Cautionary Disclosures").
Subsequent written or oral forward looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the Cautionary Disclosures.
15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary sources of market risk are fluctuations in commodity
prices and in interest rates.
COMMODITY PRICES
The Company manages its exposure to commodity price fluctuations by
entering into contracts on raw material purchases and product sales with third
parties. In addition, the Company periodically enters into commodity price swap
agreements, options and futures contracts to reduce price risk by either
purchasing or selling raw materials or other products in the market. At March
31, 2002, the Company had outstanding natural gas swap and option contracts with
notional volumes totaling 320,000 mmbtus. The fair value of these outstanding
derivative instruments at March 31, 2002 has been recorded in the financial
statements as a $0.3 million loss. A hypothetical 10% unfavorable change in the
price of natural gas from that in effect at the end of the period would not have
a material adverse effect on the financial position or results of operations of
the Company. Additionally, the Company recognized a $0.7 million loss on natural
gas swap and option contracts that settled during the three months ended March
31, 2002.
INTEREST RATE RISK
The Company maintains an overall interest rate risk-management strategy
that from time to time incorporates the use of derivative instruments to
minimize its exposure to changes in the fair value of its fixed rate debt and to
volatility in LIBOR rates associated with its floating rate debt. As of March
31, 2002 the Company had no interest rate derivatives instruments outstanding.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments with respect to the Company's
legal proceedings previously reported in the Company's Form 10-K for the year
ended June 30, 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three months
ended March 31, 2002.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXAS PETROCHEMICALS LP
Dated: May 15, 2002 By: /s/ Carl S. Stutts
-----------------------------
Carl S. Stutts
Executive Vice President,
Chief Financial Officer
17