FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 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
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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 _
- --------------------------------------------------------------------------------
TEXAS PETROCHEMICALS LP
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet as of September 30, 2002 and June 30, 2002 1
Consolidated Statement of Operations for the three months ended
September 30, 2002 and 2001 2
Consolidated Statement of Cash Flows for the three months ended
September 30, 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
Item 4. Controls and Procedures 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K 17
Signature 18
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TEXAS PETROCHEMICALS LP
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
SEPTEMBER 30, JUNE 30,
2002 2002
------------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 126 $ 11,765
Accounts receivable - trade 61,996 55,698
Inventories 31,671 24,162
Other current assets 17,017 16,965
--------- ---------
Total current assets 110,810 108,590
Property, plant and equipment, net 199,709 203,356
Investment in limited partnership 2,352 2,364
Goodwill, net 160,395 160,395
Other assets, net of accumulated amortization 9,306 9,041
--------- ---------
Total assets $ 482,572 $ 483,746
========= =========
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
Bank overdraft $ 5,667 $ 5,185
Accounts payable - trade 54,240 63,169
Payable to parent -- 677
Accrued expenses 11,803 17,408
Current portion of long-term debt 20,411 14,968
Revolving Credit Facility 21,500 2,000
--------- ---------
Total current liabilities 113,621 103,407
Long-term debt 242,073 247,899
Deferred income taxes 56,870 57,553
Commitments and contingencies (Note 4)
Partners' equity:
Limited partner 80,842 85,573
General partner 817 864
Note Receivable from ESOP (1,750) (1,788)
Note Receivable from Parent (9,901) (9,762)
--------- ---------
Total partners' equity 70,008 74,887
--------- ---------
Total liabilities and partners' equity $ 482,572 $ 483,746
========= =========
See accompanying notes to consolidated financial statements.
1
TEXAS PETROCHEMICALS LP
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------
2002 2001
--------- ---------
Revenues $ 157,121 $ 154,922
Cost of goods sold 148,634 153,144
Non-cash ESOP compensation 57 69
Depreciation 5,510 5,056
--------- ---------
Gross profit (loss) 2,920 (3,347)
Selling, general and administrative expenses 2,532 2,656
--------- ---------
Income (loss) from operations 388 (6,003)
Interest expense 7,184 7,611
Other income (expense)
Non-cash change in fair value of derivatives 78 (706)
Other, net 213 36
--------- ---------
291 (670)
Loss before income taxes (6,505) (14,284)
Benefit for income taxes (2,331) (4,907)
--------- ---------
Net loss $ (4,174) $ (9,377)
========= =========
See accompanying notes to consolidated financial statements.
2
TEXAS PETROCHEMICALS LP
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30,
----------------------
2002 2001
--------- ---------
Cash flows from operating activities:
Net loss $ (4,174) $ (9,377)
Adjustments to reconcile net Loss to net cash
provided by operating activities:
Depreciation of fixed assets 5,510 5,056
Amortization of debt issuance costs and deferred premium 300 301
Earnings from limited partnership (183) --
Deferred income taxes (683) (559)
Non-cash ESOP compensation 57 69
Non-cash change in fair value of derivatives (78) 706
Non-cash interest on note receivable from parent (139) --
Change in:
Accounts receivable (6,298) 5,030
Inventories (7,509) 4,231
Other assets (620) (4,408)
Accounts payable accrued and other (15,211) (24,940)
Distribution from limited partnership 195 150
--------- ---------
Net cash used in operating activities (28,833) (23,741)
--------- ---------
Cash flows from investing activities:
Capital expenditures (1,863) (3,392)
--------- ---------
Net cash used in investing activities (1,863) (3,392)
--------- ---------
Cash flows from financing activities:
Change in bank overdraft 482 1,288
Net borrowings under revolver 19,500 21,500
Payments on long-term debt (302) (3,374)
Capital distribution to affiliates (661) --
Advance to Parent -- (9,268)
Reduction of ESOP Note 38 --
Issuance of note receivable from ESOP -- (2,287)
--------- ---------
Net cash provided by financing activities 19,057 7,859
--------- ---------
Net decrease in cash and cash equivalents (11,639) (19,274)
Cash and cash equivalents, at beginning of period 11,765 19,407
--------- ---------
Cash and cash equivalents, at end of period $ 126 $ 133
========= =========
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) n-butylenes (butene-1 and butene-2), 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, pursuant to the conversion provisions of the Texas
Business Corporation Act and the Texas Revised Limited Partnership Act. TPC
Holding Corp., the Company's immediate parent prior to the conversion, retained
a direct 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.
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
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, have been made which are necessary to
fairly present the financial position of the Company as of September 30, 2002
and the results of its operations and cash flows for the interim period ended
September 30, 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
thereto, for the year ended June 30, 2002. The June 30, 2002 balance sheet was
derived from audited financial statements but does not include all disclosures
required by generally accepted accounting principles. Certain amounts from prior
periods have been reclassified to conform to current period presentation.
2. LIQUIDITY
The Company's primary source of funds to meet debt service requirements is
net cash flows provided by operating activities. Operating cash flows are
significantly impacted by raw materials cost as well as the selling price and
volume of finished goods. Additionally, the Company has $26 million of
availability under a Revolving Credit Facility of which $21.5 million was used
at September 30, 2002, to provide funds for ongoing operations,
4
working capital and planned capital expenditures. The Company's liquidity during
the three months ended September 30, 2002 was used primarily to fund a $12.5
million interest payment on the Senior Subordinated Notes and increases in
working capital. 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. The Company's ability to borrow is
limited by the terms of the Bank Credit Agreement and the Senior Subordinated
Notes. The Bank Credit Agreement and the Senior 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 reductions 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 was not obtained. Additionally, the
Company's Revolving Credit Facility is scheduled to expire on December 31, 2002.
The Company is currently in negotiations to replace the existing Bank Credit
Agreement with a new revolving credit facility and a new term loan. Based on
current negotiations, the Company believes this financing will include a
revolving credit facility of up to $60 million and a term loan of at least $25
million for the next three years. The Company anticipates closing of the new
facilities in November 2002.
The Company obtained an amendment to the Bank Credit Agreement in
September 2002 to waive the ratio of total debt to EBITDA through October 31,
2002, which allowed the Company $33 million of availability under the Revolving
Credit Facility. In October 2002, the Company obtained a one-month extension to
the waiver that will allow the Company $26 million of availability under the
Revolving Credit Facility through November 29, 2002. This waiver effectively
gives the Company until November 29, 2002 to complete the refinancing of its
bank debt. If the refinancing is not completed by November 29, 2002 the Company
anticipates that it will seek additional relief from the ratio covenants
contained in the current Bank Credit Agreement. The failure to obtain additional
relief under the Bank Credit Agreement or failure to complete the refinancing of
the existing debt 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. Additionally, if the
Company were unable to complete the refinancing by December 31, 2002 or extend
the current Bank Credit Agreement beyond such date, the Company would be forced
to take appropriate steps to seek protection from its creditors, including
potential bankruptcy proceedings. Previously, 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. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS (IN THOUSANDS OF DOLLARS)
INVENTORIES:
SEPTEMBER 30, JUNE 30,
2002 2002
-------- --------
Finished goods $ 16,119 $ 13,444
Raw materials 13,502 8,944
Chemicals and supplies 2,050 1,774
-------- --------
$ 31,671 $ 24,162
======== ========
5
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
OTHER CURRENT ASSETS:
SEPTEMBER 30, JUNE 30,
2002 2002
------------- ---------
Catalyst inventory $ 5,789 $ 6,581
Other receivables -- 4,220
Prepaid and other 11,228 6,164
--------- ---------
$ 17,017 $ 16,965
========= =========
PROPERTY, PLANT AND EQUIPMENT:
SEPTEMBER 30, JUNE 30,
2002 2002
------------- ---------
Chemical plants $ 322,810 $ 322,676
Construction in progress 7,249 5,520
Other 6,982 6,982
--------- ---------
337,041 335,178
Less accumulated depreciation 137,332 131,822
--------- ---------
$ 199,709 $ 203,356
========= =========
ACCRUED EXPENSES:
SEPTEMBER 30, JUNE 30,
2002 2002
------------- ---------
Accrued interest $ 6,317 12,583
Property and sales taxes 2,727 1,641
Other 2,759 3,184
--------- ---------
$ 11,803 $ 17,408
========= =========
LONG TERM DEBT:
SEPTEMBER 30, JUNE 30,
2002 2002
------------- ---------
Bank Credit Agreement:
Term A Loan $ 1,432 $ 2,864
Term B Loan 32,854 33,718
Revolving Credit Facility 21,500 2,000
Senior Subordinated Notes 225,000 225,000
Deferred premium on Senior Subordinated Notes 1,205 1,285
Note payable for insurance premium 1,993 --
--------- ---------
283,984 264,867
Less current maturities 41,911 16,968
--------- ---------
Long-term debt $ 242,073 $ 247,899
========= =========
6
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
The Bank Credit Agreement originally provided for term loans in the amount
of $130 million, an ESOP Note of $10 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 for the Revolving Credit
Facility and Term A Loan at September 30, 2002 and 3.00% for the Term B Loan at
September 30, 2002) or the greater of the prime rate and the federal funds rate
plus 1/2% plus a margin of 1.0% at September 30, 2002). 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, 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. In September 2002, the Company obtained a waiver of the total
debt to EBITDA ratio through October 31, 2002 which allowed the Company $33
million of availability under the Revolving Credit Facility. Subsequently in
October 2002, the Company obtained a one-month extension of this waiver through
November 29, 2002 which allows the Company $26 million of availability under the
Revolving Credit Facility.
4. COMMITMENTS AND CONTINGENCIES
ENVIRONMENTAL REGULATION
The Company's operations are subject to federal, state and local laws and
regulations administered by the Environmental Protection Agency, ("EPA"), the
U.S. Coast Guard, the Army Corps of Engineers, the Texas Commission on
Environmental Quality, ("TCEQ"), 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
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.
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 non-attainment area for ozone under the Clean
Air Act, ("CAA"). Accordingly, the State of Texas is in the process of
developing a revised State Implementation Plan ("SIP") which will require
significant reductions in emissions of ozone precursors, including oxides of
nitrogen and volatile organic compounds from the plants in an eight county area
including Harris County. The revised 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
emission, or install new equipment. The current rules would require most area
plants, including the Company's Houston plant, to reduce emissions of NOx by
approximately 90%. However, a negotiated plan agreed to by TCEQ and the affected
plants would reduce the amount of the required reductions to 80%, if certain
7
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
scientific data supports such reduction. Approval by EPA of the SIP is
anticipated to occur in December 2002. The Company is unable at this time to
predict 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. These expenditures are expected to be incurred over the fiscal year
2003 to 2008 timeframe.
5. ACCOUNTING CHANGE
In July 2001, the Company adopted Statement of Financial Accounting
Standard No. 142, "Goodwill and Other Intangible Assets", which addresses
financial reporting and accounting for goodwill and other intangible assets.
This pronouncement stipulates that goodwill should no longer be amortized but
rather assessed for impairment at least annually. The Company applied the
provisions in SFAS No. 142 and concluded that goodwill was not impaired.
In July 2002, the Company adopted SFAS No. 143, "Accounting for
Obligations Associated with the Retirement of Long-lived Assets" which requires
the recognition and measurement of an asset retirement obligation ("ARO") and
its associated asset retirement cost. Management believes the Company's plant
assets have an indeterminate life and therefore no retirement liability has been
recorded.
6. 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 Petrochemicals
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 Texas Petrochemicals LP 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 loan have been recorded as a note receivable from the Employee Stock
Ownership Plan ("ESOP") 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 the selling shareholder. This note is
to be financed over a 10-year period at a 6% interest rate. TPC Holding Corp.,
the plan sponsor of the ESOP, has reflected this note as a loan commitment in
long-term debt and the related unallocated shares as a contra account in
stockholders' equity. The Company's contribution to the ESOP for the three
months ended September 30, 2002 and 2001 was $0.2 million, which was reported as
compensation expense. As of September 30, 2002, 8,625 of these shares have been
allocated. Based on the most recent appraised value of the Texas Petrochemical
Holdings, Inc.'s, ("Parent's") shares, the fair value of the unearned shares at
September 30, 2002 was $8.8 million.
Until a public market has been developed for the Parent's common stock,
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 up to two years. Prior to the
end of fiscal year 2001, no put options were exercisable. Beginning fiscal year
2002, qualifying employees were allowed to exercise their put option. In April
2002, the Company paid $1.7 million to qualifying former employees who exercised
their put option. The amount is reflected as a capital distribution to the
Parent. 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. At September 30, 2002 the put option was valued at $14.1 million
based on the number of shares allocated and the current appraised share value of
$146 per share. The put option is reflected on the financial statements of the
Parent based on the most recent appraisal as of
8
TEXAS PETROCHEMICALS LP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED
June 30, 2001. The appraised value of the shares will change on an annual basis
after the end of each fiscal year with the issuance of a new appraisal report.
The Company estimates that it will fund approximately $0.8 million under the put
options in fiscal year 2003.
7. ADVANCE TO PARENT
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 (See "Liquidity" discussion on page 12). The payment has been recorded as
a note receivable from the Parent and reflected as a contra account in the
partners' equity section. The note is due on August 10, 2010 and bears an
interest rate of 6% per annum payable at maturity.
In January and July 2002, semiannual interest payments of $3.9 million each
were made on the Discount Notes thus reducing the Parent's cash balance to $1.6
million at September 30, 2002. The Board of Directors of the Company has
approved, subject to certain conditions (including refinancing the Bank Credit
Agreement), a dividend of $2.5 million payable to the Parent on or before
December 31, 2002. Unless the Company provides such funding to the Parent or
additional capital is raised by the Parent there will not be sufficient cash
balances at the Parent to fund the entire semiannual interest payment due
January 2, 2003. While the cash advance was, and the payment of the dividend is,
intended 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 and event of default under the indenture under which the Discount Notes were
issued. Upon such a default 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 the Parent under the Discount Notes;
however, under the circumstances where a default under the Discount Notes
indenture is not waived or cured by some other accommodation agreed to with the
holders of the Discount Notes, and bankruptcy proceedings for the Parent occur,
such bankruptcy would trigger a cross default provision in the Company's Bank
Credit Agreement and Senior Subordinated Notes indenture. Under the cross
default provisions, the outstanding debt under the Bank Credit Agreement would
then be automatically accelerated. No automatic acceleration exists under the
cross default provisions of the Senior Subordinated Notes indenture. If such a
cross default occurs and is not waived or an accommodation is not reached with
the affected lenders, the Company may have to resort to bankruptcy proceedings.
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 the Company included
elsewhere in this report.
OVERVIEW
The Company's revenues are derived primarily from merchant market sales of
butadiene, fuel products (MTBE, butene-2 and alkylate) and specialty products
(butene-1, isobutylene concentrate, high purity isobutylene, diisobutylene and
polyisobutylene). The Company's current quarter financial results were better
than the previous year quarter primarily because the previous year quarterly
results were negatively impacted by operating disruptions caused by the fire and
flood in May 2001 and June 2001. Although the financial results of the current
year quarter improved over the prior year quarter, the current year financial
results were negatively impacted by lower MTBE margins and limited availability
of crude butadiene caused by a shortage of supply from ethylene producers.
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, including New York, have enacted laws to eliminate the use
of MTBE in 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. Notwithstanding the delay in
banning MTBE in California, several gasoline marketers have announced their
intent to eliminate or reduce their usage of MTBE in the state. Such reductions
in usage could have a material adverse affect on the Company.
MTBE is one of several components used as gasoline blending stock. MTBE is
primarily used to meet oxygenate requirements under the CAA. The primary
competing oxygenate is ethanol. While MTBE usage as an oxygenate in gasoline has
historically significantly exceeded ethanol usage, ethanol production capacity
has been increasing. Ethanol used in gasoline benefits from significant tax
subsidies. Congress is considering legislation that would extend an existing tax
subsidy and mandate the use of significantly more ethanol in gasoline.
Substantial increases in the use of ethanol in gasoline could have a material
adverse affect on the Company.
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 (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.
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 and 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.
10
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.
As a result of contamination or threatened contamination of public water
wells in Santa Monica and South Lake Tahoe, complaints were filed against
certain gasoline refiners and MTBE manufacturers. These suits have now been
settled. In addition, in July 2002 a New York district court denied class
certification for complaints of water well contamination by gasoline containing
MTBE from four states against a group of twenty oil companies. The Company was
not a party to these actions.
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 months ended September 30, 2002 and 2001.
Revenues
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------
2002 2001
--------------- ---------------
(DOLLARS IN MILLIONS)
Butadiene $ 35.4 23% $ 28.5 18%
Fuel Products(1) 78.6 50 86.7 56
Specialty Products(2) 39.1 25 36.8 24
Other(3) 4.0 2 2.9 2
------- --- -------- ---
Total $ 157.1 100% $ 154.9 100%
======= === ======== ===
- ----------
(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
THREE MONTHS ENDED
SEPTEMBER 30,
--------------------
2002 2001
------ ------
(MILLIONS OF POUNDS,
EXCEPT WHERE NOTED)
Butadiene 195.8 182.4
Fuel Products(1) 87.3 105.1
Specialty Products 159.0 157.8
- ----------
(1) Volumes in millions of gallons. Includes 67.1 million and 81.9 million
gallons of MTBE sales, of which 18.1 million and 31.6 million gallons of
finished MTBE was purchased for resale for the three months ended September 30,
2002 and 2001, respectively.
11
RESULTS OF OPERATIONS
The following table sets forth an overview of the Company's results of
operations.
THREE MONTHS ENDED
SEPTEMBER 30,
2002 2001
--------------- ---------------
(DOLLARS IN MILLIONS)
Revenues $ 157.1 100% $ 154.9 100%
Cost of goods sold 148.6 94 153.1 99
Non-cash ESOP compensation 0.1 - 0.1 -
Depreciation and amortization 5.5 4 5.0 3
------- --- ------- ---
Gross profit 2.9 2 (3.3) (2)
Selling, general and administrative expenses 2.5 2 2.7 2
------- --- ------- ---
Income from operations $ 0.4 - % $ (6.0) (4)%
======= === ======= ===
Three months ended September 30, 2002 compared to the three months ended
September 30, 2001
REVENUES
The Company's revenues increased by approximately $2.2 million to $157.1
million for the three months ended September 30, 2002 from $154.9 million for
the three months ended September 30, 2001. Butadiene sales revenues increased as
a result of higher sales prices and sales volumes as compared to the prior year
quarter. Butadiene sales prices increased during the current period due to the
limited availability of crude butadiene, creating a shortage in the market. Fuel
products sales revenues declined during the current period due principally to
lower MTBE sales volumes. MTBE sales volumes declined during the current period
as a result of lower purchases of MTBE for resale. Additionally, MTBE production
volumes during the current quarter were limited by plant shutdowns. Specialty
products sales revenues and sales volumes were slightly higher than the prior
year quarter primarily as a result of increased polyisobutlyene sales.
GROSS PROFIT
Gross profit increased by $6.2 million, to $2.9 million for the three
months ended September 30, 2002 from $(3.3) million for the three months ended
September 30, 2001. Gross profit during the current quarter increased over the
prior year comparable quarter due to the net impact of $13 million non-recurring
loss in the prior year quarter partially offset by lower MTBE unit margins
during the current quarter. The prior year quarter operating results were
substantially impacted by operating problems associated with the fire and flood
damage sustained by the plant in May and June 2001. Repairs that continued in
the quarter ended September 30, 2001 resulted in a reduction of MTBE production.
In addition, the Company experienced a decline in product margins during these
operational outages as high raw material inventories were sustained during the
outages followed by a significant decline in market prices. The Company
estimated that the non-recurring effects relating to the fire and flood impacted
the prior year comparable quarter's gross profit by approximately $13 million.
Gross profit during the current year quarter increased as a result of the
elimination of this non-recurring loss, but was partially offset by lower unit
margins on MTBE sales. Higher methanol prices during the current quarter
negatively impacted unit margins on MTBE sales. Additionally, MTBE production
volumes during the current quarter were limited by plant shutdowns.
12
INCOME FROM OPERATIONS
Income from operations increased by $6.4 million to $0.4 million for the
three months ended September 30, 2002 from $(6.0) million for the three months
ended September 30, 2001. Operating margin during this period increased due to
the same factors contributing to the increases in gross profit described above.
The selling, general and administrative costs remained relatively unchanged as
compared to the previous period.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
Three months ended September 30, 2002 compared to the three months ended
September 30, 2001
Net cash used by operating activities was $28.8 million for the three
months ended September 30, 2002 compared to $23.7 million net cash used for the
three months ended September 30, 2001. The increase of $5.1 million was
primarily caused by changes in working capital during the current period.
Working capital increased during the current period due to higher feedstock
prices and related product sales prices, which resulted in higher inventory and
trade receivable balances. Net cash used in investing activities was $1.9
million for the three months ended September 30, 2002 compared to $3.4 million
for the three months ended September 30, 2001. The decrease of $1.5 was caused
by lower capital expenditures during the current period. Net cash provided by
financing activities was $19.1 million for the three months ended September 30,
2002 compared to $7.9 million for the three months ended September 30, 2001
resulting in an increase of $11.2 million. The prior year quarter was reduced by
cash payments of $9.3 million to the Parent and $2.3 million to the ESOP.
LIQUIDITY
The Company currently has long-term debt commitments consisting of the $225
million 11 1/8% Senior Subordinated Notes and $34.3 million of term debt under
the Bank Credit Agreement. 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, semiannual cash interest payments of
$3.9 million were required under the $57.7 million 13 1/2% Discount Notes issued
by the Parent. The Parent does not maintain continuing operations that generate
cash flows to meet these interest payments. The Company's ability to fund
interest on the Discount Notes issued by the Parent is limited by the terms of
the Company's Subordinated Notes indenture. On August 10, 2001, the Company
funded a cash payment of $9.3 million to the Parent for scheduled interest
payments on the Discount Notes. Although the Company expects to continue funding
cash payments to the Parent to meet additional future interest requirements,
there is no assurance that the Company will have the available cash to make such
funding.
In January and July 2002, semiannual interest payments of $3.9 million each
were made on the Discount Notes thus reducing the Parent's cash balance to $1.6
million at September 30, 2002. The Board of Directors of the Company has
approved, subject to certain conditions (including the refinancing of the Bank
Credit Agreement), a dividend of $2.5 million payable to the Parent on or before
December 31, 2002. Unless the Company provides such funding to the Parent or
additional capital is raised at the Parent there will not be sufficient cash
balances at the Parent to fund the entire semiannual interest payment due
January 2003. While the cash advance was, and the payment of the dividend is,
intended 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 under which the Discount Notes were
issued. Upon such a default, 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 the Parent under the Discount Notes;
however, under the circumstances where a default under the Discount Notes
indenture is not waived or cured by some other accommodation agreed to with the
holders of the Discount Notes,
13
and bankruptcy proceedings for the Parent occur, such bankruptcy would trigger a
cross default provision in the Bank Credit Agreement and Senior Subordinated
Notes indenture. Under the cross default provisions, the outstanding debt under
the Bank Credit Agreement would then be automatically accelerated. No automatic
acceleration exists under the cross default provisions of the Senior
Subordinated Notes indenture. If a cross default occurs and is not waived or an
accommodation is not reached with the affected lenders, the Company may have to
resort to bankruptcy proceedings.
The Company's Senior Subordinated Notes indenture contains provisions that
limit the Company's ability to make restricted payments and advance funds from
the Company to the Parent. These provisions require the Company to maintain a
2.25 to 1.0 coverage of EBITDA to interest expense in order to make restricted
payments to the Parent. Based on the financial performance the last twelve
months, the Company does not currently meet this required coverage ratio test to
make restricted payments. If the Company is unable to meet the required coverage
ratio in the future, certain other provisions in the Senior Subordinated Notes
indenture allow for certain types of restricted payments to be made outside of
the requirements of this test. These provisions allow for restricted payments
for certain capital stock transactions limited to $2.0 million, ESOP payments
and payments to the Parent pursuant to the Company's Tax Sharing Agreement even
if the Company does not meet the coverage ratio test.
The Company has determined that the Tax Sharing Agreement will require
payments by the Company to the Parent of, and the Senior Subordinated Notes
indenture will permit the payment by the Company to the Parent (by dividend or
otherwise) of, amounts, sufficient to fund interest payments on the Discount
Notes until January 2005.
In August 2001, the TPC Holding Corp. 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 loan
has been recorded as a contra account in partners' equity. As shares are
allocated to employees a portion of the loan to the Trust is reduced and
recognized as compensation expense. 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 financed over a 10-year period at a 6%
interest rate. TPC Holding Corp., the sponsor of the ESOP, has reflected the
seller financed note 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 Parent's 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 three months ended
September 30, 2002 and 2001 was $0.2 million, which was reported as compensation
expense.
Until a public market has been developed for the Parent's common stock, 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 up to two years. Prior to the
end of fiscal year 2001, no put options were exercisable. The put option is
reflected on the financial statements of Texas Petrochemical Holdings, Inc.
Beginning in fiscal year 2002, qualifying employees were allowed to exercise
their put option. In April 2002, the Company paid $1.7 million to qualifying
former employees who exercised their put option. This amount was reflected as a
capital distribution to the Parent. 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. At September 30, 2002 the put option was
valued at $14.1 million, based on the number of shares allocated and the current
appraised share value of $146 per share. The put option is reflected on the
financial statement of the Parent based on the most recent appraisal as of June
30, 2001. The appraised value of the shares will change on an annual basis after
the end of each fiscal year
14
with the issuance of a new appraisal report. The Company estimates that it will
fund approximately $0.8 million under the put options in fiscal year 2003.
The Company's primary source of funds to meet debt service requirements is
net cash flows provided by operating activities. Operating cash flows are
significantly impacted by raw materials cost as well as the selling price and
volume of finished goods. Additionally, the Company has $26 million of
availability under a Revolving Credit Facility of which $21.5 million was used
at September 30, 2002, to provide funds for ongoing operations, working capital
and planned capital expenditures. The Company's liquidity during the three
months ended September 30, 2002 was used primarily to fund a $12.5 million
interest payment on the Senior Subordinated Notes and increases in working
capital. 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. The Company's ability to borrow is
limited by the terms of the Bank Credit Agreement and the Senior Subordinated
Notes. The Bank Credit Agreement and the Senior 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 reductions 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 was not obtained. Additionally, the
Company's Revolving Credit Facility is scheduled to expire on December 31, 2002.
The Company is currently in negotiations to replace the existing Bank Credit
Agreement with a new revolving credit facility and a new term loan. Based on
current negotiations, the Company believes this financing will include a
revolving credit facility of up to $60 million and a term loan of at least $25
million for the next three years. The Company anticipates closing of the new
facilities in November 2002.
The Company obtained an amendment to the Bank Credit Agreement in
September 2002 to waive the ratio of total debt to EBITDA through October 31,
2002, which allowed the Company $33 million of availability under the Revolving
Credit Facility. In October 2002, the Company obtained a one-month extension to
the waiver that will allow the Company $26 million of availability under the
Revolving Credit Facility through November 29, 2002. This waiver effectively
gives the Company until November 29, 2002 to complete the refinancing of its
bank debt. If the refinancing is not completed by November 29, 2002 the Company
anticipates that it will seek additional relief from the ratio covenants
contained in the current Bank Credit Agreement. The failure to obtain additional
relief under the Bank Credit Agreement or failure to complete the refinancing of
the existing debt 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. Additionally, if the
Company were unable to complete the refinancing by December 31, 2002 or extend
the current Bank Credit Agreement beyond such date, the Company would be forced
to take appropriate steps to seek protection from its creditors, including
potential bankruptcy proceedings. Previously, 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 three months ended September
30, 2002 were $1.9 million. The Company expenses approximately $20 million
annually for plant maintenance. These maintenance costs are not treated as
capital expenditures. The Company plans to spend between $10 million and $15
million in capital expenditures during the current fiscal year. This includes
anticipated capital expenditures related to compliance with SIP requirements
(See Note 4 to Consolidated Financial Statements "Environmental Regulation").
15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant quantitative or qualitative changes in the
Company's risk sensitive instruments during the three months ended September 30,
2002.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 day period to the filing of this report, we carried out an
evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 15d-14(c) under the Securities Exchange Act of 1934.
Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of our disclosure controls and
procedures were effective. No significant changes were made in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation.
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, 2002.
ITEM 5. OTHER INFORMATION
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This filing includes forward-looking statements. 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.
The forward-looking statements herein are only as of the date of this
report, the Company disclaims any obligation to update these statements, and
cautions against any undue reliance on them. The Company has based these
forward-looking statements on its current expectations and assumptions about
future events. These expectations and assumptions are inherently subject to
significant business, economic, competitive, regulatory and other risks,
contingencies and uncertainties, most of which are difficult to predict and many
of which are beyond the Company's control. The Company is including the
following discussion to inform its security holders of some of the risk and
uncertainties that can affect the Company and to take advantage of the "safe
harbor" protection in forward-looking statements. Please see the risks relating
to the Company's business described in more detail in the Company's Form 10-K
for the year ended June 30, 2002 in Item 1. Business. These risks, contingencies
and uncertainties relate to, among other matters, the following:
o loss of a key customer could reduce cash flow, market share and
profitability;
16
o competitive pressures affecting the Company's market share;
o loss of senior management and key personnel could adversely affect the
Company's financial performance;
o environmental costs and other expenditures in excess of those
projected;
o price volatility of raw material feedstocks can adversely affect
financial results;
o the occurrence of unexpected manufacturing outages due to a dependence
on a single facility;
o the occurrence of unexpected product claims or regulations;
o substantial indebtedness could adversely affect the Company's
financial condition;
o financial convenants may restrict the Company's business strategies;
o failure to fulfill financial convenants contained in the Company's
debt instruments; and
o inability to repay debt.
The Company believes the items outlined above are important factors that
could cause its actual results to differ materially from those expressed in any
forward-looking statement made in this report or elsewhere by the Company or on
Form 10-K for the year ended June 30, 2002. These factors are not necessarily
all the important factors that could affect the Company. Unpredictable or
unknown factors that have not been discussed in this report could also have
material adverse effects on actual results of matters that are the subject of
such forward-looking statements. The Company does not intend to update its
description of important factors each time a potential important factor arises.
The Company advises its security holders that they should (i) be aware that
important factors not referred to above could affect the accuracy of the Company
forward-looking statements and (ii) use caution and common sense when
considering the Company's forward-looking statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.19 Waiver and Agreement with Respect to the Amended and Restated
Credit Agreement dated September 29, 2002 and among Texas
Petrochemicals LP, TPC Holdings and JP Morgan Chase Bank
10.20 Second Waiver and Agreement with Respect to the Amended and
Restated Credit Agreement dated October 30, 2002 and among
Texas Petrochemicals LP, TPC Holdings and JP Morgan Chase Bank
99.1 CEO Section 906 Certification
99.2 CFO Section 906 Certification
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the three months ended
September 30, 2002.
17
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
(Registrant)
By: TPC Holding Corp.
as General Partner
Dated: November 14, 2002 By: /s/ Carl S. Stutts
---------------------------------
(Signature)
Carl S. Stutts
Executive Vice President,
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
18
CERTIFICATIONS
I, B.W. Waycaster, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Texas Petrochemicals
LP;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ B.W. WAYCASTER
-------------------------------------
B.W. Waycaster
President and Chief Executive Officer
19
I, Carl S. Stutts, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Texas Petrochemicals
LP;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I am responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Carl S. Stutts
-----------------------------------
Carl Stutts
Executive Vice President and
Chief Financial Officer
20
EXHIBIT INDEX
10.19 Waiver and Agreement with Respect to the Amended and Restated
Credit Agreement dated September 29, 2002 and among Texas
Petrochemicals LP, TPC Holdings and JP Morgan Chase Bank
10.20 Second Waiver and Agreement with Respect to the Amended and
Restated Credit Agreement dated October 30, 2002 and among
Texas Petrochemicals LP, TPC Holdings and JP Morgan Chase Bank
99.1 CEO Section 906 Certification
99.2 CFO Section 906 Certification