SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
|X|QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
-
Commission File No. 1-9699
BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
Delaware 31-1269627
- ----------------------- ------------------------------------
(State of organization) (I.R.S. Employer Identification No.)
Highway 73, Geismar, Louisiana 70734 614-225-4482
- ---------------------------------------- -------------------------------
(Address of principal executive offices) (Registrant's telephone number)
---------
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 requirements for the past 90 days. Yes X No.
---------
Number of Common Units outstanding as of the close of business on November
8, 2001: 36,750,000.
================================================================================
1
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per Unit data)
Three Months Ended
----------------------------
(Restated)
March 31, March 31,
2001 2000
-------- --------
Revenues
Net trade sales ................................................... $101,455 $134,405
Net sales to related parties ...................................... - 6,073
-------- --------
Total revenues .............................................. 101,455 140,478
-------- --------
Expenses
Cost of goods sold
Trade ....................................................... 121,508 114,842
Related parties ............................................. - 5,036
Marketing, general & administrative expense ....................... 7,442 7,142
Interest expense .................................................. 6,645 7,463
Tax on gross margin ............................................... - 750
Equity on loss of affiliate ....................................... 257 260
Other expense, including
minority interest ........................................... 2,610 11
-------- --------
Total expenses ......................................... 138,462 135,504
-------- --------
(Loss) income from continuing operations .......................... (37,007) 4,974
Discontinued operations
(Loss) from discontinued operations, net ........................ - (4,603)
-------- --------
Net (loss) income ................................................. (37,007) 371
Less 1% General Partner interest ............................. 370 (4)
-------- --------
Net (loss) income applicable to Limited
Partners' interest ........................................... $(36,637) $ 367
======== ========
Per Unit data-basic and diluted, net of 1% General Partner interest
(Loss) income from continuing operations per Unit ................... $ (1.00) $ 0.13
(Loss) from discontinued operations per Unit ........................ 0.00 (0.12)
-------- --------
Net (loss) income per Unit .......................................... $ (1.00) $ 0.01
======== ========
Average number of Units outstanding during the period ............. 36,750 36,750
======== ========
Cash distributions declared per Unit .............................. $ 0.00 $ 0.00
======== ========
See Notes to Consolidated Condensed Financial Statements.
2
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
----------------------------
(Restated)
March 31, March 31,
2001 2000
-------- --------
Cash Flows From Operations
Net (loss) income ................................................. $(37,007) $ 371
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation ................................................ 6,578 10,110
Change in receivables ....................................... 17,428 (9,122)
Change in inventory ......................................... 17,801 2,597
Change in payables .......................................... (17,588) (9,539)
Change in accrued interest .................................. 4,765 4,527
Other, net .................................................. (5,611) (1,547)
-------- --------
Cash used in operations ............................................. (13,634) (2,603)
-------- --------
Cash Flows From Investing Activities
Capital expenditures ........................................... (3,662) (1,046)
Proceeds from note receivable .................................. 9,700 -
Plant acquisition .............................................. - (8,177)
-------- --------
Cash used in investing activities ................................... 6,038 (9,223)
-------- --------
Cash Flows From Financing Activities
Proceeds from long-term borrowings.............................. 5,533 95,139
Repayments of long-term borrowings.............................. - (80,638)
Payment of debt issuance costs ................................. - (1,113)
-------- --------
Cash provided by financing activities ............................. 5,533 13,388
-------- --------
(Decrease) increase in cash and equivalents ......................... (2,063) 1,562
Cash and equivalents at beginning of period ......................... 3,223 5,759
-------- --------
Cash and equivalents at end of period ............................... $ 1,160 $ 7,321
======== ========
Supplemental Disclosures of Cash Flow Information
Interest paid during the period ..................................... $ 1,568 $ 2,199
======== ========
See Notes to Consolidated Condensed Financial Statements
3
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
(Restated)
ASSETS March 31, 2001 December 31, 2000
------ -------------- -----------------
Cash and equivalents ............................................... $ 1,160 $ 3,223
Accounts receivable (less allowance for doubtful accounts
of $237 and $1,843, respectively)
Trade ......................................................... 62,294 58,444
Related parties ............................................... 1,050 22,328
Inventories
Finished and in process goods ................................. 32,019 44,024
Raw materials and supplies .................................... 7,168 12,964
Note receivable .................................................... - 9,700
Other current assets ............................................... 9,873 6,207
-------- --------
Total current assets .......................................... 113,564 156,890
-------- --------
Investments in and advances to affiliated companies ................ 3,799 4,124
Other assets ....................................................... 37,683 37,408
-------- --------
41,482 41,532
-------- --------
Plant, property and equipment
Land .......................................................... 16,385 16,385
Buildings ..................................................... 46,003 45,881
Machinery and equipment ....................................... 427,507 424,144
-------- -------
489,895 486,410
Less accumulated depreciation ................................. (302,433) (295,995)
-------- --------
Net plant, property and equipment ............................. 187,462 190,415
-------- --------
Total assets ............................................... $342,508 $388,837
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Accounts and drafts payable ........................................ $ 51,345 $ 66,495
Accrued interest ................................................... 8,438 3,673
Other accrued liabilities .......................................... 14,475 18,480
-------- ------
Total current liabilities ..................................... 74,258 88,648
Long-term debt ..................................................... 277,943 272,410
Deferred tax on gross margin ....................................... 4,133 4,133
Other liabilities .................................................. 4,090 4,555
-------- --------
Total liabilities ............................................. 360,424 369,746
-------- --------
Partners' capital (deficit)
Limited Partners .............................................. (16,266) 20,371
General Partner ............................................... (1,650) (1,280)
-------- --------
Total partners' capital (deficit)......................... (17,916) 19,091
-------- --------
Total liabilities and partners' capital .................... $342,508 $388,837
======== ========
See Notes to Consolidated Condensed Financial Statements.
4
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(Unaudited)
(In thousands)
Limited General
Partners Partner Total
--------- --------- ---------
Balance at December 31, 1999 ............. $ 118,766 $ ( 286) $ 118,480
Net income ............................ 367 4 371
--------- --------- ---------
Balance at March 31, 2000 ................ $ 119,133 $ ( 282) $ 118,851
========= ========= =========
Balance at December 31, 2000 ............. $ 20,371 $ (1,280) $ 19,091
Net income (Restated) ................. (36,637) (370) (37,007)
--------- --------- ---------
Balance at March 31, 2001 (Restated) ..... $ (16,266) $ (1,650) $ (17,916)
========= ========= =========
See Notes to Consolidated Condensed Financial Statements.
5
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
(In thousands except Unit and per Unit data)
1. Interim Financial Statements
The accompanying unaudited interim consolidated condensed financial statements
of Borden Chemicals and Plastics Limited Partnership (the "Partnership"), and
its subsidiary operating partnership Borden Chemicals and Plastics Operating
Limited Partnership (the "Operating Partnership") contain all adjustments,
consisting only of normal recurring adjustments, which in the opinion of BCP
Management, Inc. (the "General Partner") are necessary for a fair statement of
the results for the interim periods. Results for the interim periods are not
necessarily indicative of the results for the full year.
The Company has revised its financial statements as of and for the quarter ended
March 31, 2001 for the understatement of accounts payable and for inventory
valuation adjustments at March 31, 2001. The impact of this revision on the
Company's financial results for the quarter ended March 31, 2001 is summarized
below:
As Reported As Restated
----------- -----------
Net (loss) $ (29,569) $ (36,637)
(Loss) per Unit $ (0.80) $ (1.00)
Inventories $ 46,399 $ 39,187
Current liabilities $ 58,623 $ 74,258
Total liabilities $ 345,020 $ 360,425
Partners' capital (deficit) $ 4,700 $ (17,916)
Basic income per unit is computed by dividing net income, after subtracting the
General Partner's 1% interest, by the weighted average number of units
outstanding. Currently, there are no potentially dilutive securities;
accordingly, basic income per unit and diluted income per unit are equivalent.
2. Organization and Business
Borden Chemicals and Plastics Limited Partnership (the "Company" or
"Partnership") is a Delaware limited partnership which owns a 98.9899% limited
partner interest as sole limited partner in Borden Chemicals and Plastics
Operating Limited Partnership (the "Operating Partnership"). BCP Management,
Inc. ("BCPM"), a wholly-owned subsidiary of Borden, Inc. ("Borden"), owns a 1%
interest as the sole general partner in the Partnership and a 1.0101% interest
as the sole general partner ("General Partner") in the Operating Partnership,
resulting in an aggregate 2% ownership interest in the partnerships. BCPM
manages and controls the activities of the Partnership and the Operating
Partnership, and its activities are limited to such management and control. The
General Partner's interest in the Operating Partnership is reflected as minority
interest in the accompanying consolidated financial statements.
The Operating Partnership has three operating locations: its main operating site
in Geismar, Louisiana, which produces PVC resins, vinyl chloride monomer and
acetylene; a PVC resins plant located in Illiopolis, Illinois; and a PVC resins
plant in Addis, Louisiana. Its finished goods PVC resins are sold for further
processing into various end-use applications, such as plastic pipe and pipe
fittings, vinyl siding and window frames, vinyl flooring and other applications.
The Partnership has incurred net losses of $99,389, $23,991 and $40,607 in 2000,
1999, and 1998, respectively. During 2000, the Partnership exited its Methanol
and Derivatives and Nitrogen Products operations that were dependent on natural
gas as a raw material feedstock. Increased production capacities outside of the
United States that take advantage of low cost supplies of natural gas had
resulted in the Partnership incurring significant losses from these businesses
competing against low cost global producers.
During the second half of 2000, the Partnership incurred significant losses from
continuing operations, as market conditions in the PVC resin industry
deteriorated. Industry resin capacity increases combined with a significant
downturn in consumption from PVC converters, which was a result of inventory
control efforts by the converters and reduced demand from end users due to
sluggish economic conditions, caused the Partnership's sales volume and selling
prices to fall well below profitable levels. Further, the cost of natural gas
increased to unprecedented levels during the second half of the year. This
caused the Partnership's production costs to rise dramatically, as natural gas
affected both raw material costs and energy costs.
On April 3, 2001, the Operating Partnership and its subsidiary, BCP Finance
Corporation, (collectively, "the Debtors") elected to seek bankruptcy court
protection to develop and implement a financial reorganization because, despite
management's continuing efforts to reduce the exposure to natural gas, depressed
resin prices and demand converged with sharply increased energy costs in the
first quarter of 2001 to create a critical debt and liquidity situation.
Management is in the process of developing strategies to restructure the
Operating Partnership's financial affairs and allow it to emerge from
bankruptcy. These strategies could include seeking strategic investors, lenders,
and/or joint
6
venture partners, selling substantial assets or pursuing a merger or other
strategic transactions. There can be no assurance that management's efforts in
this regard will be successful. The support of the Partnership's vendors,
customers, lenders, unitholders and employees will continue to be key to the
Partnership's future success.
Management has undertaken several initiatives to improve liquidity, including
idling unprofitable or high cost assets and production facilities, wage freezes,
reductions-in-force and entering into a DIP Credit Facility as described below.
However, given current business and market conditions, there can be no assurance
that the Partnership will be able to meet its financial obligations in the
future.
3. Proceedings Under Chapter 11
On April 3, 2001, the Operating Partnership and its subsidiary, BCP Finance
Corporation, (collectively, the "Debtors") filed voluntary petitions for
protection under Chapter 11 of the U.S. Bankruptcy Code (the "Chapter 11 Cases")
in the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). The Chapter 11 Cases have been procedurally consolidated
for administrative purposes only. The Debtors are currently acting as
debtors-in-possession pursuant to the Bankruptcy Code.
Subsequent to the commencement of the Chapter 11 Cases, the Debtors sought and
obtained several orders from the Bankruptcy Court which were intended to
stabilize and continue business operations. The most significant of these orders
(i) approved, an amendment (the "DIP Loan Agreement") to the Operating
Partnership's Credit Agreement dated as of March 31, 2000, (the "Year 2000
Revolving Credit Facility") with Fleet Capital Corporation ("Fleet") as agent
for itself and other lenders party thereto (the "DIP Lenders") providing up to
$100 million debtor-in-possession financing, (ii) permitted continued operation
of the consolidated cash management system during the Chapter 11 Cases in
substantially the same manner as it was operated prior to the commencement of
the Chapter 11 Cases, and (iii) authorized payment of pre-petition wages,
vacation pay and employee benefits and reimbursement of employee business
expenses, and (iv) authorized payment of pre-petition obligations to certain
vendors critical to the Partnership's ability to continue its operations.
The DIP Loan Agreement provides the Operating Partnership with a revolving line
of credit in an aggregate amount not to exceed $100 million subject to borrowing
base limitations. The Operating Partnership will use amounts borrowed under the
DIP Loan Agreement for its ongoing working capital needs and for certain other
purposes of the Operating Partnership as permitted by the DIP Loan Agreement.
The Operating Partnership granted a security interest to the DIP Lenders in
substantially all of the Operating Partnership's assets as security for its
obligations under the DIP Loan Agreement. All obligations under the DIP Loan
Agreement will be afforded "super-priority" administrative expense status in the
Chapter 11 Cases.
Under the DIP Loan Agreement, the Operating Partnership, at its option, may make
either LIBOR based or Base Rate Borrowings. The applicable interest rate for
LIBOR based borrowings is LIBOR plus 3.00%, and for Base Rate Borrowings, is
Base Rate plus 1.25%. The Partnership is required to meet certain financial
covenants under the DIP Loan Agreement, including capital expenditure and
professional fee limitations and certain budget requirements relating to cash
receipts and payments.
4. Environmental and Legal Proceedings
Under an Environmental Indemnity Agreement (the "EIA") with Borden, Inc.
("Borden"), Borden has agreed, subject to certain specified limitations, to
indemnify the Partnership in respect of environmental liabilities arising from
facts or circumstances that existed and requirements in effect prior to November
30, 1987, the date of the initial sale of the Geismar and Illiopolis plants to
the Partnership. The Partnership is responsible for environmental liabilities
arising from facts or circumstances that existed and requirements that become
effective on or after such date. With respect to certain environmental
liabilities that may arise from facts or circumstances that existed and
requirements in effect both prior to and after such date, Borden and the
Partnership will share liabilities on an equitable basis considering all of the
facts and circumstances including, but not limited to, the relative contribution
of each to the matter and the amount of time each has operated the assets in
question (to the extent relevant). No claims can be made under the EIA after
November 30, 2002.
The Partnership is subject to extensive federal, state and local environmental
laws and regulations which impose limitations on the discharge of pollutants
into the air and water, establish standards for the treatment, storage,
transportation and disposal of solid and hazardous wastes, and impose
obligations to investigate and remediate contamination in certain circumstances.
The Partnership has expended substantial resources, both financial and
7
managerial, and it anticipates that it will continue to do so in the future.
Failure to comply with the extensive federal, state and local environmental laws
and regulations could result in significant civil or criminal penalties and
remediation costs.
The Partnership is subject to legal proceedings and claims which may arise in
the ordinary course of business. Management of the Partnership believes, based
on the information it currently possesses, that the amount of the ultimate
liability, taking into account its insurance coverage, including its risk
retention program and Environmental Indemnity Agreement with Borden, is unlikely
to have a material adverse effect on the financial position or results of
operations of the Partnership. Any potential liability may be impacted by the
Chapter 11 cases described in Note 2.
5. Debt
This note contains information regarding the Operating Partnership's short-term
borrowings and long-term debt as of March 31, 2001. As a result of the filing of
the Chapter 11 Cases described in Note 2, no payments will be made by the
Debtors on pre-petition debt except as approved by the Bankruptcy Court.
The Year 2000 Revolving Credit Facility provides for a revolving credit facility
of up to $100 million subject to borrowing base limitations. The Operating
Partnership's obligations under the facility are collateralized by its accounts
receivable, inventory and a lien against certain fixed assets. The Year 2000
Revolving Credit Facility replaced the existing facility and all amounts
outstanding under that facility were repaid with borrowings under the Year 2000
Revolving Credit Facility. In addition, a change in control of the General
Partner, the Partnership or the Operating Partnership are events of default
under the Year 2000 Revolving Credit Facility.
On May 1, 1995, the Operating Partnership issued $200 million aggregate
principal amount of 9.5% Notes due 2005 (the "Notes") pursuant to an Indenture
dated as of May 1, 1995 (the "Indenture"). The Notes are senior unsecured
obligations of the Operating Partnership. The Notes include restrictions on the
Operating Partnership's ability to make cash distributions, incur additional
indebtedness, sell assets, engage in sale/leasebacks and to take certain other
actions. Upon a Change in Control, the holders of the Notes may require the
Operating Partnership to repurchase their Notes at a price equal to 101% of the
aggregate principal amount plus accrued and unpaid interest to the date of
repurchase.
6. Segment Information
Prior to fiscal 2000, the Partnership operated in three reportable segments as
defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information". The segments were PVC Polymers Products, Methanol and
Derivatives and Nitrogen Products. The Partnership identifies its reportable
segments based on the internal organization that is used by management for
making operating decisions and assessing performance.
During fiscal 2000, the Partnership exited its Methanol and Derivatives and
Nitrogen Products business segments. Consequently, the Partnership now operates
in only the PVC Polymers Products business segment, which consists of PVC
resins, ethylene-based vinyl chloride monomer (for internal consumption), and
its currently idled acetylene and acetylene-based vinyl chloride monomer
operations.
7. New Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which is effective in the current period
for the Partnership. The statement requires that all derivatives be recorded in
the balance sheet as either assets or liabilities and be measured at fair value.
The accounting for changes in fair value of a derivative depends on the intended
use of the derivative and the resulting designation. The Partnership adopted
SFAS No. 133 as of January 1, 2001, but it currently does not hold any
derivative instruments or engage in any hedging activities and as such no
transition expense has been incurred upon adoption.
8. Subsequent Event
In April 2001, the Partnership borrowed $2.8 million from BCPM in order to pay
federal gross margin taxes, and has issued a demand note, bearing interest at
prime rate plus 1.50%, payable to BCPM for the same amount.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
-------------
Overview and Outlook
On April 3, 2001, the Operating Partnership and its subsidiary BCP Finance
Corporation, (the "Debtors") filed voluntary petitions for protection under
Chapter 11 of the Bankruptcy Code, 11 U.S. C. 101-1330 in the United States
Bankruptcy Court for the District of Delaware under case number 01-1268 (RRM)
and 01-1269 (RRM) ("The Chapter 11 Cases"). The Chapter 11 Cases have been
procedurally consolidated for administrative purposes only. The Debtors are
currently acting as debtors-in-possession pursuant to the Bankruptcy Code.
The Partnership has exited the Methanol and Derivatives and the Nitrogen
Products businesses in 2000, and its revenues are now derived principally from
the sale of PVC resins.
The markets for and profitability of PVC resins have been, and are likely to
continue to be, cyclical. Periods of high demand, high capacity utilization and
increasing operating margins tend to result in new plant investment and
increased production until supply exceeds demand, followed by periods of
declining prices and declining capacity utilization and decreased margins until
the cycle is repeated. In addition, markets for the Partnership's products are
affected by general economic conditions and a downturn in the economy could have
a material adverse effect on the Partnership, including, but not limited to, its
ability to service its debt obligations. The demand for the Partnership's PVC
products is primarily dependent on the construction and automotive industries.
Historically, natural gas has been a principal raw material feedstock, the price
of which has been volatile in recent years. The other principal feedstocks are
ethylene and chlorine. Prices for these raw materials may change significantly
from year to year.
Prices for PVC improved somewhat during the first half of 1997, but then
declined due to competitive market conditions experienced in the second half of
1997. Published prices for PVC during the fourth quarter of 1997 declined to an
average of approximately $0.30 per pound. PVC continued to decline in 1998.
General competitive conditions and reduced demand for PVC in the Far East kept
downward pressure on selling prices through 1998 with the fourth quarter price
in the $0.24 per pound range. Prices for PVC steadily increased each quarter in
1999, with the fourth quarter price averaging approximately $0.36 per pound.
During the first half of 2000, selling prices continued to increased steadily,
with prices reaching a high of approximately $0.42 per pound with strong volumes
and profit margins. During the summer months, however, the demand for PVC resins
declined significantly as customers took steps to control their inventory levels
and due to seasonal customer plant shutdowns. Demand for PVC resins continued to
be soft in the fourth quarter of 2000 as general economic conditions weakened
the demand for construction and automotive applications. As a result, selling
prices for PVC resins decreased every month over the second half of 2000. When
combined with lower sales volumes due to decreased demand and increased raw
material and energy costs due to the significant increases in the cost of
natural gas, the Partnership incurred negative profit margins from PVC Products
over the second half of the year. During the first quarter of 2001, PVC pricing
was an average of $0.33 per pound.
Results of Operations
Quarter Ended March 31, 2001 Compared to Quarter Ended March 31, 2000
Revenues
Total revenues from continuing operations during the first quarter of 2001
decreased $39.0 million or 27.8% to $101.5 million from $140.5 million in the
first quarter of 2000. Total revenues for PVC Polymers Products decreased as a
result of a 14% decrease in selling prices, and a decrease in sales volumes.
Selling prices and volume decreases are the result of a decreased demand in the
marketplace.
Cost of Goods Sold
Total cost of goods sold from continuing operations increased $1.6 million to
$121.5 million in the current period from $119.9 in the same period last year.
Expressed as a percent of revenue, cost of goods sold was 119.8% in the current
period versus 85.4% in the prior year. The increase was due to price increases
in all major raw materials.
9
Interest Expense
Interest expense for the first quarter of 2001 decreased $0.8 million which is
the result of lower interest rates under the Revolving Credit Facility in the
first quarter of 2001 as compared to the same period last year, and the
write-off of debt issuance costs in the first quarter of 2000.
Tax on Gross Margin
Taxes on gross margin were zero in the current period compared to $0.75 million
in the first quarter of 2000. The decrease is directly attributable to the
decline in profitability versus the prior year.
Loss from Discontinued Operations
The Partnership exited the Methanol and Derivatives and the Nitrogen Products
business in 2000, and its revenues are now derived principally from the sale of
PVC resins. A net loss from discontinued operations of $4.6 million was incurred
for the first quarter of 2000. Depressed selling prices for Methanol, Ammonia
and Urea caused the continued losses from the discontinued businesses.
Other Expense
Other expense during the first quarter of 2001 was $2.6 million as compared to
$0.01 million for the same period last year. This increase was largely due to
severance payments made as part of management's initiative to reduce the labor
force. As of March 31, 2001, $0.875 million remained unpaid and is payable over
the next three quarters.
Net Loss
Net loss for the first quarter of 2001 was $37.0 million compared to income of
$0.4 million for the first quarter of 2000. As discussed above, the primary
reasons for the $36.6 million decrease from prior year was the result of
decreased volume and selling prices from PVC Products. Net loss from
discontinued operations was $4.6 in the prior period.
Liquidity and Capital Resources
Cash Flows from Operations. Cash used in operations for the first quarter 2001
totaled $13.6 million, a reduction of $11.0 million from first quarter 2000
primarily due to favorable changes in receivables and inventories offset by an
unfavorable change in payables and a net loss of $37.0 million.
Cash Flows from Investing Activities. First quarter capital expenditures totaled
$3.7 million and $1.0 million for 2001 and 2000, respectively. The Partnership
had a 50% interest in a 200 million pound stated annual capacity acetylene plant
at the Geismar complex, with the remaining 50% interest held by BASF
Corporation. The Partnership purchased BASF's interest in the acetylene plant in
January 2000 for $15.9 million, $8.2 million of which was paid in the first
quarter 2000 and the remaining balance was paid in July 2000. Proceeds from a
note receivable of $9.7 million were collected in the first quarter of 2001.
Cash Flows from Financing Activities. Net long-term borrowings were $5.5 million
in the first quarter of 2001 compared to $14.5 million in the first quarter of
2000. A decrease of $37.4 million in net income from prior year was offset by
favorable increases in capital expenditures and plant acquisitions of $5.5
million, a $1.1 million debt issuance cost payment in first quarter 2000, and a
$26.7 million reduction in working capital requirements.
Liquidity
On April 3, 2001, the Debtors commenced the Chapter 11 Cases. The Debtors are
currently acting as debtors-in-possession pursuant to the Bankruptcy Code.
10
Subsequent to the commencement of the Chapter 11 Cases, the Debtors sought and
obtained several orders from the Bankruptcy Court which were intended to
stabilize and continue business operations. The most significant of these orders
(i) approved, an amendment (the "DIP Loan Agreement") to the Operating
Partnership's Credit Agreement dated as of March 31, 2000, (the "Year 2000
Revolving Credit Facility") with Fleet Capital Corporation ("Fleet") as agent
for itself and other lenders and other lenders party thereto (the "DIP
Lenders"), providing up to $100 million debtor-in-possession financing, (ii)
permitted continued operation of the consolidated cash management system during
the Chapter 11 Cases in substantially the same manner as it was operated prior
to the commencement of the Chapter 11 Cases, and (iii) authorized payment of
pre-petition wages, vacation pay and employee benefits and reimbursement of
employee business expenses and (iv) authorized payment of pre-petition
obligations to certain vendors critical to the Partnership's ability to continue
its operations.
The DIP Loan Agreement provides the Operating Partnership with a revolving line
of credit in an aggregate amount not to exceed $100 million, subject to
borrowing base limitations. The Operating Partnership will use amounts borrowed
under the DIP Loan Agreement for its ongoing working capital needs and for
certain other purposes of the Operating Partnership as permitted by the DIP Loan
Agreement. The Operating Partnership granted a security interest to the DIP
Lenders in substantially all of the Operating Partnership's assets as security
for its obligations under the DIP Loan Agreement. All obligations under the DIP
Loan Agreement will be afforded "super-priority" administrative expense status
in the Chapter 11 Cases.
Despite management's continuing efforts to reduce the exposure to natural gas,
depressed resin prices and demand converged with sharply increased energy costs
in the first quarter of 2001 to create a critical debt and liquidity situation.
Management is in the process of developing strategies to restructure the
Operating Partnership's financial affairs to allow it to emerge from bankruptcy.
These strategies could include seeking strategic investors, lenders, and/or
joint venture partners, selling substantial assets or pursuing other strategic
transactions including a merger, joint venture or asset sale. There can be no
assurance that management's efforts in this regard will be successful. The
support of vendors, customers, lenders, unitholders and employees will continue
to be key to the Operating Partnership's future success.
Management has undertaken several initiatives to improve liquidity, including
idling unprofitable or high cost assets and production facilities, wage freezes,
reductions-in-force and entering into the DIP Loan Agreement. However, given
current business and market conditions, there can be no assurance that the
Operating Partnership will be able to meet its financial obligations in the
future.
Capital Expenditures
The Partnership currently believes that the level of annual base capital
expenditures for 2001 will be in the range of $6 to $12 million with the
expenditures to be mainly for required environmental, safety and other
non-discretionary projects. This estimate reflects limitations placed on capital
expenditures by the DIP Loan Agreement.
Item 2-A Market Risk
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Interest Rate Risk - The Year 2000 Credit Facility provides up to $100 million
under a revolving credit agreement with Fleet Capital Corporation. The credit
facility expires on March 30, 2004, at which time all amounts outstanding must
be repaid. Interest on borrowings under the revolving credit facility is
determined, at the Operating Partnership's option, based on the applicable LIBOR
rate (one, two, three or six month periods) plus a margin or the Adjusted Base
Rate ("ABR"). The ABR is the greater of (a) the prime rate as announced or
quoted by Fleet Bank or (b) Federal Funds Effective rate plus .50%. At March 31,
2001, borrowings under the facility were $77.9 million and bore interest at
8.0%.
The Partnership is exposed to swings in the LIBOR or ABR rates. A change of
1.00% in the applicable rate would change the Partnership's interest cost by
$0.8 million based on the borrowings at March 31, 2001.
Commodity Risk - The Partnership generally does not use derivatives or other
financial instruments such as futures contracts to manage commodity market risk.
However, at certain times of the year the Operating Partnership will enter into
contracts whereby it agrees to purchase a specified quantity of natural gas (the
Operating Partnership's principal raw
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material) at a fixed price. Such contracts are generally not in excess of three
months forward, and the Operating Partnership generally limits such forward
purchases to 60% of a month's requirements. In addition, the Partnership has
entered into a fifteen year supply agreement (commencing in 1997) to provide a
long-term supply of ethylene, a raw material, and minimize price volatility. The
purchase price for the product varies with the supplier's raw material and
variable costs, which are market-driven, as well as its fixed costs. The
Partnership evaluates all such contracts on the basis of whether committed costs
are expected to be realized in light of current and expected selling prices when
the commodities are consumed in manufactured products.
Foreign Exchange and Equity Risk - The Partnership is not exposed to significant
foreign exchange or equity market risk.
Forward-Looking Statements
Certain statements in this Form 10-Q are forward-looking. These can be
identified by the use of forward-looking words or phrases such as "believe",
"expect", "may" and "potential", among others and include statements regarding
the business outlook for the Operating Partnership and its ability to fund its
cash needs. The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for such forward-looking statements. While these forward-looking
statements are based on the Partnership's reasonable current expectations, a
variety of risks uncertainties and other factors, including many which are
outside the control of the Partnership, could cause the Partnership's actual
results to differ materially from the anticipated results or expectations
expressed in such forward-looking statements. The risks, uncertainties and other
factors that may affect the operations, performance, development and results of
the Partnership include changes in the demand for and pricing of its commodity
products, changes in industry production capacity, changes in the supply of and
costs of natural gas and other significant raw materials, loss of business from
major customers, continuing availability of post-petition financing, negative
market and credit impact from the Chapter 11 filings, unanticipated expenses,
substantial changes in financial markets, labor unrest, foreign competition,
major equipment failure, unanticipated results in pending legal proceedings,
changes in applicable environmental, health and safety laws and regulations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
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There have been no material developments in the ongoing legal proceedings that
are discussed in the Partnership's 2000 Annual Report on Form 10-K.
The Partnership is subject to legal proceedings and claims that may arise in the
ordinary course of business. The management of the Partnership believes, based
on the information it currently possesses, that the amount of ultimate
liability, taking into account its insurance coverage, including its risk
retention program and Environmental Indemnity Agreement with Borden, is unlikely
to have a material adverse effect on the financial position or results of
operations of the Partnership.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
BORDEN CHEMICALS AND PLASTICS
LIMITED PARTNERSHIP
By BCP Management, Inc.,
its General Partner
By: /s/ Robert R. Whitlow, Jr.
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Robert R. Whitlow, Jr.
Chief Financial Officer and Treasurer
November 21, 2001
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