FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 1999
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 1-10877
TERRA NITROGEN COMPANY, L.P.
(Exact name of registrant as specified in its charter)
Delaware 73-1389684
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Terra Centre
PO Box 6000, 600 Fourth Street
Sioux City, Iowa 51102-6000
(Address of principal executive office) (Zip Code)
Registrant's telephone number:
(712) 277-1340
At the close of business on July 31, 1999, there were 18,501,576 Common
Units outstanding.
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.
X Yes ___ No
-
PART I. FINANCIAL INFORMATION
TERRA NITROGEN COMPANY, L.P.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
June 30, December 31, June 30,
1999 1998 1998
-------- ------------ --------
ASSETS
Current assets:
Cash and cash equivalents $ 13 $ 1,094 $ 44,329
Accounts receivable 19,322 6,663 3,097
Inventory - finished products 24,887 32,644 9,494
Inventory - materials and supplies 16,928 17,811 15,392
Prepaid expenses and other current assets 2,219 2,440 1,530
- ---------------------------------------------------------------------------------------------
Total current assets 63,369 60,652 73,842
Net property, plant and equipment 162,242 164,689 168,904
Other assets 7,814 10,736 15,179
- ---------------------------------------------------------------------------------------------
Total assets $233,425 $ 236,077 $257,925
=============================================================================================
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Short-term note payable to affiliates $ 13,668 $ --- $ ---
Accounts payable and accrued liabilities 18,356 18,972 19,253
Payable to affiliates 15,212 23,587 6,642
Customer prepayments 129 482 360
Current portion of long-term debt and
capital lease obligations 1,145 1,119 1,095
- ---------------------------------------------------------------------------------------------
Total current liabilities 48,510 44,160 27,350
Long-term debt and capital lease obligations 461 7,846 8,588
Long-term payable to affiliates 5,316 5,316 5,262
Other long-term obligations --- --- 1,060
Partners' capital 179,138 178,755 215,665
- ---------------------------------------------------------------------------------------------
Total liabilities and partners' capital $233,425 $ 236,077 $257,925
=============================================================================================
See accompanying Notes to the Consolidated Financial Statements.
TERRA NITROGEN COMPANY, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per unit amounts)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
-------- -------- -------- --------
Revenues $ 68,595 $100,522 $122,379 $149,021
Other income (expense) (31) 309 258 726
- --------------------------------------------------------------------------
Total revenues 68,564 100,831 122,637 149,747
Cost of goods sold 64,039 69,330 117,802 109,925
- --------------------------------------------------------------------------
Gross profit 4,525 31,501 4,835 39,822
Operating expenses 1,890 3,069 4,107 5,512
- --------------------------------------------------------------------------
Operating income 2,635 28,432 728 34,310
Interest expense (556) (734) (988) (1,225)
Interest income 342 468 642 882
- --------------------------------------------------------------------------
Net income $ 2,421 $ 28,166 $ 382 $ 33,967
==========================================================================
Net income allocable to
limited partners' interest $ 2,373 $ 20,225 $ 374 $ 25,910
==========================================================================
Net income per limited
partnership unit $ 0.13 $ 1.09 $ 0.02 $ 1.40
==========================================================================
See accompanying Notes to the Consolidated Financial Statements.
3
TERRA NITROGEN COMPANY, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
June 30,
1999 1998
-------- --------
Operating activities:
Net income $ 382 $ 33,967
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 6,475 6,112
Changes in operating assets and liabilities:
Receivables (12,660) 910
Inventories 8,641 5,792
Prepaid expenses 221 781
Accounts payable, accrued liabilities and
customer prepayments (969) (5,015)
Payable to affiliate (8,375) ---
Change in other assets 92 852
Other 2,832 577
- ---------------------------------------------------------------------------------
Net cash provided by (used in) operating activities (3,361) 43,976
Net cash used in investing activities:
Capital expenditures (4,028) (5,485)
Financing activities:
Net changes in short-term borrowings 13,668 ---
Repayment of long-term debt and capital lease obligations (7,360) (352)
Partnership distributions --- (25,078)
- ---------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 6,308 (25,430)
- ---------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (1,081) 13,061
Cash and cash equivalents at beginning of period 1,094 31,268
- ---------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 13 $ 44,329
=================================================================================
See accompanying Notes to the Consolidated Financial Statements.
4
TERRA NITROGEN COMPANY, L.P.
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
The consolidated financial statements contained herein should be read in
conjunction with the consolidated financial statements and notes thereto
contained in the Terra Nitrogen Company, L.P. ("TNCLP") Annual Report on Form
10-K for the year ended December 31, 1998. TNCLP and its operating
partnership subsidiary, Terra Nitrogen, Limited Partnership (the "Operating
Partnership"), are referred to herein, collectively, as the "Partnership".
The accompanying unaudited consolidated financial statements reflect all
adjustments which are, in the opinion of management, necessary for the fair
statement of the results for the periods presented. All of these adjustments
are of a normal and recurring nature. Results for the quarter are not
necessarily indicative of future financial results of the Partnership.
Net income per limited partnership unit is computed by dividing net income,
less a 2% and 24% share allocable to the General Partner for the six months
ended June 30, 1999 and 1998, respectively, by 18,501,576 limited partner
units. The net income allocated to the General Partner decreased to 2% during
the six months ended June 30, 1999 since no Available Cash has been
distributed in 1999. According to the Agreement of Limited Partnership of
TNCLP, net income is allocated to the General Partner and the Limited
Partners in each taxable year in the same proportion as Available Cash for
such taxable year was distributed to the General Partner and the Limited
Partners. If there is no cash distribution, net income is allocated to the
Limited Partners and the General Partner based on their respective ownership
percentages. Distributions of Available Cash are made 98% to the Limited
Partners and 2% to the General Partner, except that the General Partner is
entitled, as an incentive, to larger percentage interests (up to 50%) to the
extent that distributions of Available Cash exceed specified target levels.
Available Cash for the six months ended June 30, 1999 declined to zero due
primarily to lower 1999 net income and cash used to fund accounts receivable
that had previously been funded through the Partnership's participation in an
accounts receivable securitization program.
2. Distributions to Unitholders
The Partnership makes quarterly cash distributions to Unitholders and the
General Partner in an amount equal to 100% of its Available Cash (as this and
other capitalized terms are defined in the Partnership Agreement).
5
The quarterly cash distributions paid to the Units and to the General Partner
applicable to 1999 and 1998 were as follows:
Common Units General Partner
------------------------------------- -------------------------------------
Total (000s) $ Per Unit Total (000s) $ Per Unit
---------------- ---------------- --------------- -----------------
1999:
First Quarter - - - -
Second Quarter - - - -
1998:
First Quarter $ 21,647 $ 1.17 $ 3,431 -
Second Quarter - - - -
Third Quarter 31,822 1.72 9,895 -
Fourth Quarter - - - -
3. Cash and cash equivalents
At June 30, 1998, the Partnership included in cash and cash equivalents a
$44.3 million demand deposit with Terra Capital, Inc., the parent of the
General Partner, that represented excess cash and earned interest at a 6.9%
annual rate.
4. Notes payable to affiliates
The Partnership has entered into a demand note agreement to borrow short-term
operating funds from Terra Capital, Inc., the parent of the General Partner.
The note bears interest at floating rates and is based on the cost of funds
to Terra Capital, Inc. At June 30, 1999, $13.7 million was outstanding under
the demand note.
5. Natural gas costs
The Partnership's natural gas procurement policy is to effectively fix or cap
the unit cost of 40-80% of its natural gas requirements for the upcoming 12
months and up to 50% of its natural gas requirements for the subsequent two-
year period using supply contracts, financial derivatives and other forward
pricing techniques in an attempt to gain some protection against natural gas
price increases on the spot market. Consequently, if natural gas prices were
to increase in a future period, the Partnership may benefit from these
forward pricing techniques; however, if natural gas prices were to decline,
the Partnership may incur costs above the spot market price as a result of
such policies.
The settlement dates for such financial instruments are scheduled to coincide
with gas purchases during future periods. These instruments are based on a
designated price, which is referenced to market natural gas prices or
appropriate NYMEX futures contract prices. The Partnership frequently uses
prices at the Henry Hub in Louisiana, the most common and financially liquid
location of reference for financial derivatives related to natural gas;
however, natural gas supplies for the Partnership's two production facilities
are purchased from various suppliers at locations that are different from
Henry Hub. This creates a location basis differential between the contract
price and the physical price of natural gas. Accordingly, the use of
financial derivatives may not exactly offset the change in the price of
physical gas. The Partnership uses basis swaps to maintain fixed prices for
the location basis differential.
6
As of June 30, 1999, the Partnership had effectively fixed or capped the
price of a substantial portion of its natural gas requirements for 1999 and
2000, consistent with its policy mentioned above. Unrealized gains from
forward pricing positions totaled $1.7 million and $19.0 million as of June
30, 1999 and 1998, respectively.
For the six months ended June 30, 1999, natural gas hedging activities
increased costs compared with spot prices of $4.3 million compared with
savings of $5.1 million for the 1998 period.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three months ended June 30, 1999 compared with the three months ended June 30,
1998
Volumes and prices for the three-month periods ended June 30, 1999 and 1998 were
as follows:
1999 1998
------------------------------ -----------------------------------
Sales Average Sales Average
Volumes Unit Price Volumes Unit Price
(000 tons) ($/ton) (000 tons) ($/ton)
------------ ------------- ------------- ---------------
Ammonia 154 125 166 137
UAN 622 64 942 64
Urea 98 98 127 139
Revenues for the quarter ended June 30, 1999 declined $32 million, or 32%,
compared with the same quarter in 1998 primarily as the result of lower volumes
for all Partnership products and, to a lesser extent, as a result of lower sales
prices. Sales volumes declined in part due to reductions to U.S. planted corn
and wheat acreage. Sales volumes of UAN solution were also affected by increased
competition as the result of new U.S. manufacturing capacity as well as spring
planting conditions that favored ammonia use as a substitute for UAN. Lower
demand coupled with continued surplus worldwide nitrogen production pressured
prices during the 1999 quarter resulting in price reductions of 9% and 30% for
ammonia and urea, respectively, compared with the 1998 quarter.
Second quarter 1999 gross profits declined $27 million from 1998. Lower ammonia
and urea prices combined with higher freight and storage costs on UAN solution
volumes reduced gross profits $13.5 million from 1998 levels. Lower sales
volumes resulted in a $7.9 million reduction to 1999 gross profits and higher
plant operating costs along with lower production volumes reduced this year's
gross profits $5.1 million. The 1999 increase to freight and storage costs
reflects longer shipping distances for nitrogen solution sales as the result of
increased industry supplies and lower demand. Plant operating costs were $1.4
million higher in 1999 as the result of higher gas costs with the remainder of
cost increases due primarily to higher unit costs as the result of lower on-
stream rates in 1999 as compared to 1998 when the plants operated near 100%
rates. The Partnership's natural gas forward pricing activities produced $.8
million in cost savings during the 1999 period as compared to purchasing all
natural gas needs at market prices.
Operating expenses were $1.2 million lower in 1999 than in 1998 primarily as the
result of management initiatives to reduce overhead.
8
Six months ended June 30, 1999, compared with the six months ended June 30, 1998
Volumes and prices for the six-month periods ended June 30, 1999 and 1998 were
as follows:
1999 1998
------------------------------ -----------------------------------
Sales Average Sales Average
Volumes Unit Price Volumes Unit Price
(000 tons) ($/ton) (000 tons) ($/ton)
------------ ------------- ------------- ---------------
Ammonia 285 115 229 138
UAN 1,092 63 1,332 64
Urea 225 94 265 123
Revenues for the six months ended June 30, 1999 declined $27 million, or 18%,
compared with the 1998 period as the result of reduced prices and lower sales
volumes of urea and UAN. Continued surplus worldwide nitrogen production caused
nitrogen prices to fall from prior year levels by 17%, 2% and 24% for ammonia,
UAN and urea, respectively. UAN and urea sales volumes also declined from prior
year levels due in part to reductions in U.S. planted corn and wheat acres. UAN
sales volumes were also adversely affected by increased domestic competition for
UAN sales from domestic producers as the result of expanded UAN production
capacity during the past year and Spring planting conditions that favored
ammonia consumption as an alternative to UAN.
Gross profits during the 1999 first six months totaled $4.8 million and were $35
million less than the prior year period. Lower prices, coupled with higher
freight and storage costs to support UAN sales volumes, caused $22.4 million of
the 1999 decline to gross profits. Manufacturing costs increased $9.6 million
over 1998 levels primarily as the result of higher unit costs and less efficient
operations due to lower on-stream rates in 1999 as compared to 1998 when the
plants operated near 100% rates. Natural gas costs during the 1999 first half
increased $2.5 million over the same 1998 period. The Partnership's natural gas
forward pricing activities produced $4.3 million in additional costs during the
1999 first half as compared to purchasing all natural gas needs at market
prices.
Operating expenses were $1.4 million lower in 1999 than in 1998 primarily as the
result of management initiatives to reduce overhead.
Capital resources and liquidity
Net cash used by operating activities for the first six months of 1999 was $3.4
million compared to cash from operations of $44 million during the same 1998
period. The $47 million reduction to cash provided by operating activities was
principally due to a $34 million reduction to 1999 net income compared to 1998
and a $13 million increase to accounts receivable from December 31, 1998. The
increase to accounts receivable reflected termination of the Partnership's
accounts receivable securitization program during the 1999 second quarter.
The Partnership's principal needs for funds are for support of its working
capital and capital expenditures. The Partnership intends to fund such needs
primarily from net cash provided by operating activities, and, to the extent
required, from funds borrowed from Terra Capital, Inc., the parent of the
General Partner. The Partnership believes that such sources of funds will be
adequate to meet the Partnership's working capital needs and fund the
Partnership's capital expenditures for at least the next twelve months.
9
At June 30, 1999, the Partnership had $13.7 million of borrowings payable to
Terra Capital. Terra Capital's sources of funds include a $62 million revolving
credit agreement that management believes is adequate to meet the needs of Terra
Capital and the Partnership. Terra Capital's credit agreement is subject to
certain earnings requirements that, as well as other factors affecting the
earnings of Terra Capital are primarily dependent on future prices for nitrogen
products.
During the second quarter, the Operating Partnership's $25 million revolving
credit facility, which was a part of the Terra Capital credit agreement, was
terminated in connection with revisions to the Terra Capital agreement.
Outstanding balances of $7 million under the Operating Partnership's facility
were repaid at termination.
Quarterly distributions to the Partners of TNCLP are based on Available Cash for
the quarter as defined in the Agreement of Limited Partnership of TNCLP.
Available Cash is defined generally as all cash receipts less all cash
disbursements, adjusted for changes in certain reserves established as the
General Partner determines in its reasonable discretion to be necessary. As the
result of nominal earnings and second quarter termination of the accounts
receivable securitization facility, there was no Available Cash generated during
the six months ended June 30, 1999. Available Cash for the six months ended June
30, 1998 was $41.7 million.
Capital expenditures
Capital expenditures totaled $4.0 million for the first six months of 1999. For
the remainder of 1999, the Partnership plans to spend approximately $2 million
for routine equipment replacement and efficiency improvements at both plants.
Environmental matters
The Partnership is subject to federal, state and local environmental, health and
safety laws and regulations, particularly relating to air and water quality. In
the course of its ordinary operations, the Partnership has and will generate
wastes which may fall within the definition of "hazardous substances" under
federal or state laws. The Partnership's production facilities and storage
locations require ongoing operating expenditures in order to remain in
compliance with environmental regulations. These operating costs consist largely
of such items as electrical and chemical usage, waste disposal, laboratory
analysis, fees for outside consultants and contractors, and salaries for
environmental employees.
Based on its current knowledge, the Partnership does not expect capital
expenditures relating to environmental matters to have a material adverse effect
on its results of operations, financial condition, capital resources, liquidity
or cash flow. The Partnership does not expect that any further material capital
expenditures will be required to comply with existing environmental regulations.
Based on such regulations, the Partnership does not believe that it will be
required to make any material environmental remediation expenditures in the
foreseeable future.
10
Year 2000 issue
The Year 2000 issue concerns computer programs that use only the last two digits
to identify the year in date fields. If not corrected, many of these computer
applications could fail or create erroneous results near January 1, 2000. This
issue affects virtually every company.
The Partnership relies upon Terra Industries Inc. (Terra) to provide Management
Information Systems services.
Terra has assigned dedicated resources to address its year 2000 issues with a
Year 2000 Steering Committee providing management oversight and coordination.
The Partnership has also published Year 2000 Information and Disclosures on
Terra's website (http://www.terraindustries.com). In general, management
------------------------------
believes the "State of Readiness" for the Partnership is such that it will be
ready for Year 2000 issues on time.
Terra's management information systems (MIS) environment has been assessed for
Year 2000 issues and some remedial actions have been identified. The cost of
remedial actions for the MIS area is not material to the Partnership. Nearly all
of these remedial actions are complete with minimal cost. Testing is
substantially complete with the mainframe hardware systems and the associated
software, with the exception of a few software packages originally purchased
from third parties that are scheduled to be updated in 1999.
Organization-wide reviews of all possible computing functions have been
completed, including the process control systems and instrumentation in the
manufacturing facilities. Some remedial actions have been identified in a few
areas and the cost of these remedial actions is not expected to be material to
the Partnership.
Terra is also assessing Year 2000 issues in relation to its customers, suppliers
and other constituents because the action or inaction of third parties may
materially affect the Partnership. An initial assessment of key third parties,
including utility suppliers, has been completed and some follow up is ongoing.
Although the Partnership expects that there will be no significant adverse
consequences relating to its Year 2000 issues, the Partnership believes its most
reasonably likely worst case Year 2000 scenario involves the interruption of its
manufacturing facilities due to failed utility supplies or some other cause. The
Partnership has in place contingency plans to deal with such interruptions,
although restarting these facilities may be dependent on the resumption of
utilities from sole source suppliers. Other general contingency planning efforts
continue to be evaluated and refined for precautionary purposes.
Terra anticipates that it will complete all assessment, remediation, testing,
and contingency planning efforts for Year 2000 issues in advance of year end.
Based on substantial completion of activities to date, the Partnership
anticipates that Year 2000 issues, including the historical and estimated costs
of remediation, will not have a material effect on its business, results of
operations or financial condition. However, the costs or consequences of
incomplete or untimely resolution of Year 2000 issues by the Partnership or
third parties could have a material adverse affect on the Partnership.
Limited Call Right
If at any time not more than 25% of the Common Units are held by non-affiliates
of the General Partner, either TNCLP, the General Partner or its affiliates may
call all such outstanding units held by non-affiliated persons in accordance
with the terms of the TNCLP partnership agreement. TNCLP is required to give at
least 30 but not more than 60 days notice of its decision to purchase the
outstanding Common Units. The purchase price per unit is required to be the
greater of (1) the average of the previous twenty trading days closing prices as
of the date
11
five days before the purchase is announced or (2) the highest price paid by the
General Partner or any of its affiliates for any unit within 90 days preceding
the date the purchase is announced.
The General Partner and its affiliates own 71.2% of the Common Units as of July
31, 1999. Under existing authorization of the board of directors of Terra
Industries, Inc., the indirect parent of the General Partner, additional Common
Units may be purchased on the open market and through privately negotiated
transactions by affiliates of the General Partner to bring this ownership level
above 75%. Although TNCLP and its affiliates reserve the right to consider in
the future whether to acquire all of the Common Units, they do not have any
present plan or intention to do so.
FORWARD LOOKING PRECAUTIONS
- ---------------------------
Information contained in this report, other than historical information, may be
considered forward looking. Forward looking information reflects Management's
current views of future events and financial performance that involve a number
of risks and uncertainties. The factors that could cause actual results to
differ materially include, but are not limited to the following: general
economic conditions within the agricultural industry, competitive factors and
price changes (principally, sales prices of products and natural gas costs),
changes in product mix, changes in the seasonality of demand patterns, changes
in weather conditions, changes in agricultural regulations, and other risks
detailed in the Partnership's Securities and Exchange Commission filings, in
particular the "Factors that Affect Operating Results" section of its most
recent Form 10-K.
12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10.41 Amended and Restated Credit Agreement dated June 25, 1999
among Terra Capital, Inc., Certain Guarnators, Certain
Lenders, Certain Issuing Banks, Salomon Smith Barney Inc.,
as Arranger, and Citibank, N.A., as Administrative Agent
(without exhibits or schedules), filed as Exhibit 4.6 to
Terra Industries Inc. Form 10-Q for the quarter ended June
30, 1999 (File No. 1-8520), is incorporated herein by
reference.
10.42 Credit Agreement dated December 31, 1997 and Amended and
Restated June 25, 1999 among Terra International (Canada)
Inc., Certain Guarantors, Certain Lenders, Salomon Smith
Barney, Inc., as Arranger, and Citibank, N.A., as
Administrative Agent (without exhibits or schedules),
filed as Exhibit 4.7 to Terra Industries Inc. Form 10-Q
for the quarter ended June 30, 1999 (File No. 1-8520), is
incorporated herein by reference.
27 Financial Data Schedule. (EDGAR only)
(b) Reports on Form 8-K:
Form 8-K dated June 9, 1999 announcing discontinuance of
accounts receivable securitization program and expectation
of no cash distributions in 1999.
13
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.
TERRA NITROGEN COMPANY, L.P.
By: TERRA NITROGEN CORPORATION
as General Partner
By: /s/ Francis G. Meyer
-----------------------------------
Francis G. Meyer
Vice President
(Principal Accounting Officer)
Date: August 13, 1999
14