SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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 .
---- ---
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Number of Common Units outstanding as of the close of business on May 1,
1998: 36,750,000.
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT DATA)
THREE MONTHS ENDED
----------------------------------
MARCH 31, MARCH 31,
1998 1997
-------- --------
REVENUES
Net trade sales $128,136 $162,917
Net sales to related parties 25,375 31,765
-------- --------
Total revenues
153,511 194,682
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EXPENSES
Cost of goods sold
Trade 126,947 157,942
Related parties 24,349 30,095
Marketing, general & administrative expense 5,732 5,441
Interest expense 4,827 5,250
Other (income) expense, including minority
interest (20) 361
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Total expenses 161,835 199,089
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Net loss (8,324) (4,407)
Less 1% General Partner interest 83 44
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Net loss applicable to Limited Partners'
interest $ (8,241) $ (4,363)
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PER UNIT DATA-BASIC, NET OF 1% GENERAL PARTNER INTEREST
Net loss per Unit $(0.22) $(0.12)
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Average number of Units outstanding during the period 36,750 36,750
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Cash distribution declared per Unit $0.00 $0.10
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1
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
Three Months Ended
------------------
March 31, March 31,
1998 1997
--------- ---------
Cash Flows From Operations
Net loss $ (8,324) $ (4,407)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation 8,099 12,410
Increase (decrease) in cash from changes in certain
assets and liabilities:
Receivables 10,894 (14,449)
Inventories 4,046 6,160
Payables (1,184) 1,103
Accrued interest 4,708 4,750
Other, net (8,302) (5,806)
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9,937 (239)
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CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (7,016) (1,567)
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CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions paid (3,712) (3,712)
-------- --------
Decrease in cash and equivalents (791) (5,518)
Cash and equivalents at beginning of period 7,528 10,867
-------- --------
Cash and equivalents at end of period $ 6,737 $ 5,349
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SUPPLEMENT DISCLOSURES OF CASH FLOW INFORMATION
Interest paid during the period $ 496 $ 500
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2
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
ASSETS MARCH 31, 1998 DECEMBER 31, 1997
------ --------------- ------------------
Cash and equivalents $ 6,737 $ 7,528
Accounts receivable (less allowance for doubtful accounts
of $416 and $475 respectively)
Trade 67,336 72,718
Related parties 16,229 21,741
Inventories
Finished and in process goods 29,228 33,686
Raw materials and supplies 9,727 9,315
Other current assets 5,533 4,380
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Total current assets 134,790 149,368
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Investments in and advances to affiliated companies 8,033 7,834
Other assets 56,933 52,784
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64,966 60,618
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Plant, property and equipment
Land 15,952 15,952
Buildings 45,050 45,050
Machinery and equipment 669,066 662,050
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730,068 723,052
Less accumulated depreciation (440,951) (432,852)
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Net plant, property and equipment 289,117 290,200
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Net assets $ 488,873 $ 500,186
========= =========
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------
Accounts and drafts payable $ 55,818 $ 57,002
Cash distributions payable 0 3,712
Accrued interest 7,917 3,209
Other accrued liabilities 18,295 21,111
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Total current liabilities 82,030 85,034
Long-term debt 225,000 225,000
Other liabilities 5,860 5,760
Minority interest in consolidated subsidiary 1,229 1,314
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Total liabilities 314,119 317,108
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Commitments and contingencies
Partners' capital
Limited Partners 174,477 182,718
General Partner 277 360
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Total partners' capital 174,754 183,078
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Total liabilities and partners' capital $488,873 $500,186
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3
BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(UNAUDITED)
(IN THOUSANDS)
LIMITED GENERAL
PARTNERS PARTNER TOTAL
-------- ------- -----
Balance at December 31, 1996 ...................... $207,680 $ 620 $208,300
Net loss .............................................. (4,363) (44) (4,407)
Cash distribution declared ........................ (3,675) (37) (3,712)
-------- ----- --------
Balance at March 31, 1997 ......................... $199,642 $ 539 $200,181
======== ===== ========
Balance at December 31, 1997 ..................... $182,718 $ 360 $183,078
Net loss .............................................. (8,241) (83) (8,324)
Cash distribution declared ........................ 0 0 0
-------- ----- --------
Balance at March 31, 1998 ......................... $174,477 $ 277 $174,754
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BORDEN CHEMICALS AND PLASTICS LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED 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") 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.
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.
Effective for the quarter ended March 31, 1998, the Partnership adopted
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income". There were no items of other comprehensive income during
the first quarters of 1998 and 1997.
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information".
This statement requires certain disclosures about segment information in interim
and annual financial statements and related information about products and
services, geographic areas and major customers. The Partnership must adopt the
provisions of SFAS No. 131 for its consolidated financial statements for the
year ending December 31, 1998. The adoption of this statement will not affect
the Partnership's financial position, results of operations or cash flows;
changes in the form and content of its disclosures may be required.
2. ENVIRONMENTAL AND LEGAL PROCEEDINGS
On April 8, 1998, the Partnership and the United States Department of Justice
("DOJ") signed a Consent Decree (the "Consent Decree") to resolve the
enforcement action brought by the DOJ against Borden Chemicals and Plastics
Operating Limited Partnership (the "Operating Partnership"), the Partnership and
the General Partner in October, 1994, and the Declaratory Judgement Action
brought by the Partnership against the United States. The complaint sought
civil penalties for alleged violations of the federal Resource, Conservation and
Recovery Act ("RCRA"), the federal Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), and the Clean Air Act at the Geismar
facility, as well as corrective action at that facility.
The Consent Decree provides for payment of a civil penalty of $3.6 million and
funding of $0.4 million for community based environmental programs, but it does
not include any admission of wrongdoing. The Consent Decree also provides for a
specific and detailed program of groundwater and other remediation at the
Geismar facility that is consistent with various actions undertaken previously,
currently being undertaken, and planned to be undertaken in the future, by the
Partnership. Under certain circumstances, the Environmental Protection Agency
("EPA") and the Louisiana Department of Environmental Quality ( the "LDEQ") may
require investigation and remediation beyond the specific terms of the
agreement. The Partnership, however, believes that the technical information
and knowledge regarding the nature of contamination at the site, and the need
for remediation, make it unlikely that investigation and remediation beyond that
which the Partnership has already planned for and is contemplated by the Consent
Decree will be required. The Consent Decree also provides that the Partnership
will undertake a Supplemental Environmental Project to decommission its
underground injection wells and instead subject the waste to innovative source
reduction. The estimated cost of the project to the Partnership is $3.0
million. The Partnership also agreed to apply for the RCRA permit for its VCR
unit and related tanks.
In 1985, the LDEQ and Borden, Inc. ("Borden") entered into a settlement
agreement ("Settlement Agreement") that called for the implementation of a long-
term groundwater and soil remediation program at the Geismar complex to
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address contaminants, including ethylene dichloride ("EDC"). Borden and the
Partnership implemented the Settlement Agreement, and worked in cooperation with
the LDEQ to remediate the groundwater and soil contamination. The Settlement
Agreement contemplated, among other things, that Borden would install a series
of groundwater monitoring and recovery wells and recovery trench systems. Borden
has paid substantially all the costs to date associated with the Settlement
Agreement under the provisions of an Environmental Indemnity Agreement among
Borden, the Partnership and the Operating Partnership (the " EIA"). The Consent
Decree establishes new guidelines for remediation of groundwater and soil
contamination that was identified by the Settlement Agreement; all future
remediation of this groundwater and soil contamination will be performed under
the terms of the Consent Decree. Remediation costs incurred under the Consent
Decree, which are expected to be several million dollars, will continue to be
paid by Borden.
The terms of the Consent Decree also settle all federal and state civil issues
regarding the export of partially depleted mercuric chloride catalyst.
In light of the $4.0 million provision previously established for potential
environmental liabilities and Borden's obligation under the EIA to pay for the
remediation program, the terms of the Consent Decree are not expected to have a
material effect on the Partnership's financial position or results of
operations.
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
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.
Under the EIA, 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, and no claims can, with certain exceptions, be made with
respect to the first $0.5 million of liabilities which Borden would otherwise be
responsible for thereunder in any year, but such excluded amounts shall not
exceed $3.5 million in the aggregate. Excluded amounts under the EIA aggregated
approximately $3.5 million as of March 31, 1997.
The Partnership is subject to other environmental and legal proceedings and
claims which arise in the ordinary course of business. In the opinion of the
General Partner, the amount of the ultimate liability, taking into account the
Partnership's risk retention program and EIA with Borden, would not materially
affect the financial position or results of operations of the Partnership.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
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RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997
Revenues
Total revenues during the first quarter of 1998 decreased $41.2 million or 21%
to $153.5 million from $194.7 million in the first quarter of 1997. This
decrease was the result of declines in selling prices and volumes in all three
product groups.
Total revenues for PVC Polymers Products decreased $23.1 million as a result of
a 6% decrease in selling prices and a 13% decrease in sales volumes. Excess
supply of PVC in the market, exacerbated by the drop in demand for PVC in many
countries in the Far East region, has put downward pressure on selling prices
and intensified competitive conditions.
Total revenues for Methanol and Derivatives decreased $8.5 million as a result
of an 18% decrease in selling prices and a 1% decrease in sales volume. Selling
prices fell dramatically during the first quarter of 1998. Production supply
normalized during the quarter after disruptions during 1997, which put severe
downward pressure on selling prices.
Total revenues for Nitrogen Products decreased $9.5 million as a result of a 37%
decrease in selling prices along with a 13% decrease in sales volumes.
Increases in production supply during 1997 and a decrease in imports of urea
into China have put downward pressure on selling prices of Nitrogen products.
Cost of Goods Sold
Total cost of goods sold decreased 20% to $151.3 million in the first quarter of
1998 from $188.0 million in the first quarter of 1997, primarily due to the
decrease in sales volumes previously noted and a decline in certain raw material
costs. During the first quarter of 1998, the cost of natural gas, the
Partnership's largest raw material, decreased significantly from unusually high
levels during the first quarter of 1997. The costs of other major materials
such as ethylene and vinyl chloride monomer also declined quarter to quarter.
These cost decreases were partially offset by an increase in the cost of
chlorine compared to the prior year. Expressed as a percentage of total
revenue, cost of goods sold was 99% and 97% of sales revenue in the first
quarter of 1998 and the first quarter of 1997, respectively.
Gross margins for PVC Polymers Products remained in a slight negative position
as a decline in selling prices was substantially offset by decreases in ethylene
and VCM costs.
Gross margins for Methanol and Derivatives improved slightly as declines in
selling prices were more than offset by a decrease in natural gas costs.
Gross margins for Nitrogen Products declined significantly to a negative
position during the first quarter of 1998 compared to slight profitability
during the first quarter of 1997 due to selling price and volume declines
previously noted, partially offset by a decrease in natural gas costs.
Net Loss
Net loss was $8.3 million for the first quarter of 1998 compared to $4.4 million
for the first quarter of 1997. As discussed above, the primary reasons for the
decline in operating performance were declines in selling prices and volumes
across all product groups, partially offset by more favorable raw material
costs.
7
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows from Operations The Partnership generated cash flows from operations
of $9.9 million during the first quarter of 1998 compared to a use of cash in
operations of $0.2 million in the first quarter of 1997. Cash flows from
operations improved quarter to quarter due to a decrease in working capital,
specifically accounts receivable and inventories, which was partially offset by
the lower operating results.
Cash Flows from Investing Activities First quarter 1998 capital expenditures
increased significantly to $7.0 million compared to $1.6 million in the first
quarter of 1997. The increase in capital expenditures reflects spending on
environmental compliance projects and implementation of year 2000 compatible
computer software and infrastructure.
Cash Flow from Financing Activities Pursuant to its Amended and Restated
Agreement of Limited Partnership, the Partnership is required to make quarterly
distributions to Unitholders and the General Partner of 100% of its Available
Cash, if any. Available Cash means generally, with respect to any quarter, the
sum of all cash receipts of the Partnership plus net reductions to reserves
established in prior quarters, less all of its cash disbursements and net
additions to reserves in such quarter. The General Partner may establish such
reserves, as it deems necessary or appropriate in its reasonable discretion, to
provide for the proper conduct of the business of the Partnership or the
Operating Partnership and to stabilize distributions of cash to Unitholders and
the General Partner and such other reserves as are necessary to comply with the
terms of any agreement or obligation of the Partnership.
Cash distributions of $3.7 million were made during the first quarters of 1998
and 1997. These amounts reflect the payment of cash distributions declared for
the immediately preceeding quarters. Cash distributions with respect to interim
periods are not necessarily indicative of cash distributions with respect to a
full year. Moreover, due to cyclical nature of the Partnership's business, past
cash distributions are not necessarily indicative of future cash distributions.
On April 21, 1998, the General Partner determined that no cash distribution
would be declared for the first quarter of 1998.
The cyclical nature of the Partnership's business as well as various seasonality
factors have a significant impact on its results of operations and, therefore,
on its ability to make cash distributions on a quarterly basis. In addition,
the amount of Available Cash constituting Cash from Operations for any period
does not necessarily correlate directly with net income for such period because
various items and transactions affect net income but do not affect Available
Cash constituting Cash from Operations, while changes in working capital items
(including receivables, inventories, accounts payable and other items) generally
do not affect net income but do affect such Available Cash. Moreover, as
provided for in the Partnership Agreements with respect to the Partnership and
the Operating Partnership, certain reserves may be established which affect
Available Cash constituting Cash from Operations but do not affect cash balances
in financial statements. Such reserves have generally been used to set cash
aside for debt service, capital expenditures and other accrued items.
Liquidity
Adverse business conditions across the Partnership's three product groups have
considerably reduced its sales revenues and operating margins and caused the
Partnership to incur net losses over the past several quarters. Unless business
conditions broadly improve, industry overcapacity affecting all of the
Partnership's product groups is likely to cause narrow operating margins to
persist throughout the remainder of the year, even if raw material prices
continue to decline. These narrow operating margins, combined with the Operating
Partnership's capital expenditure needs (which are anticipated to be in the
range of $5 to $8 million per quarter for the remainder of the year) and debt
service requirements, along with restrictions in the Credit Agreement and
Indenture as discussed below, make it highly unlikely that the Partnership will
be in a position to resume making quarterly cash distributions in 1998.
The Operating Partnership and several lending institutions are parties to a
Credit Agreement (the "Credit Agreement"), dated as of December 19, 1997 which
provides for a revolving credit facility of $100 million (the "Revolving Credit
Facility"). As of March 31, 1998, the Operating Partnership had $25 million
outstanding under the Revolving Credit Facility.
8
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 Notes are senior unsecured obligations of the
Operating Partnership.
Historically, the Operating Partnership has funded working capital requirements,
capital expenditures and other cash requirements primarily through cash flow
from operations and borrowings under the Credit Agreement. The General Partner
believes that, absent a default under the Credit Agreement (the possibility of
which is discussed below), operating cash flows and the additional borrowing
capacity under the Credit Agreement will be sufficient to fund the Operating
Partnership's cash needs.
The Credit Agreement contains financial covenants with which the Operating
Partnership must comply in order to prevent a default. A default under the
Credit Agreement could have serious adverse consequences on the Operating
Partnership, including the inability to continue to borrow under the Credit
Facility, which in turn would have serious adverse consequences on the
Partnership. Financial covenant compliance under the Credit Agreement is
measured quarterly, and the Operating Partnership was in compliance with these
covenants at the end of the first quarter. The next measurement date occurs at
the end of the second quarter on June 30, 1998. Due to recent quarterly losses
and the current outlook for the second quarter of 1998, General Partner
currently believes that at the end of the second quarter the Operating
Partnership will be out of compliance with certain financial covenants contained
in the Credit Agreement and, based on current estimates, will be out of
compliance with these financial covenants over the next several quarters as
well. The General Partner has begun discussions with representatives of the
lending institutions which are parties to the Credit Agreement regarding the
need for certain waivers or amendments thereto prior to June 30, 1998. While the
General Partner anticipates that the Operating Partnership will be able to
obtain sufficient waivers or amendments to the Credit Agreement, it is expected
that this may result in additional borrowing costs or other changes to the
Credit Agreement. However, no assurance can be given regarding such waivers or
amendments.
In addition, under the Credit Agreement and the Indenture, the Operating
Partnership is generally prevented from making cash distributions to the
Partnership unless it maintains certain financial ratios specified therein. Due
to recent quarterly losses, and the current outlook for the second quarter of
1998, it is currently estimated that the Operating Partnership will not maintain
such financial ratios at the end of the second quarter and for the next several
quarters thereafter. In that case, the Operating Partnership will be prevented
from making quarterly cash distributions to the Partnership. In the absence of
quarterly cash distributions from the Operating Partnership, the Partnership
will be unable to make quarterly cash distributions to Unitholders and to the
General Partner. In addition, because such financial ratios are measured over a
trailing four quarter period, it is expected to take several quarters of
profitable operating results by the Operating Partnership to permit the
resumption of quarterly distributions to the Partnership and therefore the
resumption of quarterly distributions by the Partnership to Unitholders and the
General Partner. However, no assurance can be given regarding the resumption of
such cash distributions.
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", 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 capacities, changes in the
supply of and costs of its significant raw materials, and changes in applicable
environmental, health and safety laws and regulations.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
- --------------------------
There is incorporated by reference herein the information regarding legal
proceeding in Item 3 of Part 1 of the Partnership's 1997 Annual Report on Form
10-K and Note 2 to the consolidated condensed financial statements in Part 1
hereof.
9
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
None.
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: Christopher L. Nagel
------------------------------------
Christopher L. Nagel
Vice President, Chief Financial Officer and Treasurer
Principal Accounting Officer
May 8, 1998
10