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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1997
Commission file number 1-9164
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
(Formerly Freeport-McMoRan Resource Partners, Limited Partnership)
Delaware 72-1067072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2100 Sanders Road
Northbrook, Illinois 60062
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 272-9200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Depositary Units New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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 .
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the Depositary Units held by non-affiliates of
the Registrant was approximately $338,223,977 on March 20, 1998.
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Phosphate Resource Partners Limited Partnership
TABLE OF CONTENTS
Page
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Part I
Items 1. and 2.Business and Properties 1
Overview 1
IMC-Agrico Company 2
Oil and Gas 5
Environmental Matters 6
Relationship Between the Company and IMC 8
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Unitholders 10
Part II
Item 5. Market for Registrant's Common Equity and
Related Unitholder Matters 10
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Results
of Operations and Financial Condition 13
Item 8. Financial Statements and Supplementary Data 21
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 36
Part III
Item 10. Directors and Executive Officers of the Registrant 36
Item 11. Executive Compensation 37
Item 12. Security Ownership of Certain Beneficial Owners
and Management 37
Item 13. Certain Relationships and Related Transactions 38
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 38
Signatures S-1
Exhibit Index E-1
Index to Financial Statements F-1
PART I
Items 1. and 2. Business and Properties. (1)
OVERVIEW
(Dollars in millions except per unit amounts)
Phosphate Resource Partners Limited Partnership, formerly Freeport-
McMoRan Resource Partners, Limited Partnership (PLP or Company), through its
joint venture operation in IMC-Agrico Company (IMC-Agrico), is one of the
world's largest and one of the lowest cost producers, marketers and
distributors of phosphate crop nutrients and animal feed ingredients, with
operations in central Florida and on the Mississippi River in Louisiana.
IMC-Agrico's business includes the mining and sale of phosphate rock;
and the producing, marketing and distributing of phosphate crop nutrients and
animal feed ingredients. IMC-Agrico was formed as a joint venture
partnership in July 1993 when PLP and IMC Global Inc. (IMC) contributed their
respective phosphate crop nutrients businesses to IMC-Agrico.
In March 1997 PLP entered into an agreement with McMoRan Oil & Gas Co.
(MOXY), pursuant to which PLP acquired an interest in certain oil and gas
leases previously acquired by MOXY. PLP and MOXY agreed to a multi-year,
aggregate $200.0 million oil and gas exploration program (MOXY Exploration
Program) to explore and develop prospects primarily offshore in the Gulf of
Mexico (Gulf) and onshore in the Gulf Coast area. In December 1997, the MOXY
Exploration Program was expanded to include an additional investor resulting
in the total commitment increasing to $210.0 million. PLP also agreed to
acquire an equity interest in MOXY, and owned 3.9 million shares,
approximately 9.0 percent, of MOXY common stock at December 31, 1997. See
"Oil and Gas," for further detail.
Until December 22, 1997 PLP also owned certain sulphur mining,
transportation, terminaling and marketing assets. These assets included a
58.3 percent interest in the Main Pass 299 sulphur and oil joint venture
(Main Pass Joint Venture), for which PLP served as manager and operator and
in which IMC owned a 25.0 percent interest. On December 22, 1997 Freeport-
McMoRan Inc. (FTX), the former administrative managing general partner and
owner of a 51.6 percent interest in PLP, merged into IMC (FTX Merger). In
connection with the FTX Merger, IMC became administrative managing general
partner of PLP. Immediately prior to the FTX Merger, PLP formed Freeport-
McMoRan Sulphur Inc. (FSC) and contributed certain assets to FSC, including
PLP's interest in the Main Pass Joint Venture, the Culberson sulphur mine in
West Texas and various related sulphur terminaling and transportation assets
in the Gulf Coast area. In connection with the FTX Merger, IMC also
contributed its 25.0 percent interest in the Main Pass Joint Venture to FSC.
PLP immediately thereafter distributed its FSC shares to PLP unitholders,
including FTX. FTX then, in turn, distributed FSC shares to its
stockholders. As a result, the Company does not own any interest in FSC.
Following completion of the FTX Merger, PLP's business operations now
consist of: (i) its administrative joint venture interest in IMC-Agrico; (ii)
its interest in the oil and gas exploration program with MOXY; and (iii)
certain other oil and gas operations. All references herein to PLP or the
Company refer to PLP's business activities as executed through its ownership
interest in IMC-Agrico, its interest in the MOXY Exploration Program and
certain other oil and gas operations.
The Company is a publicly traded Delaware limited partnership, the
administrative managing general partner of which is IMC. As of December 31,
1997, IMC held partnership units representing an approximate 51.6 percent
interest in PLP, with the remaining interest being publicly owned and traded
on the New York Stock Exchange. See "Relationship Between the Company and
IMC," for further detail.
IMC-Agrico Company
(The amounts included in the IMC-Agrico discussion are shown in total for the
joint venture unless otherwise indicated.)
In July 1993, PLP and IMC contributed to IMC-Agrico their respective
phosphate crop nutrients businesses, including the mining and sale of
phosphate rock and the producing, marketing and distributing of phosphate
crop nutrients. At the time, PLP and IMC were each among the largest and
lowest cost phosphate crop nutrients producers in the world. The formation
of IMC-Agrico has permitted the more efficient use of existing plant capacity
and elimination of duplicative administrative and marketing functions.
IMC, as the administrative managing general partner, is responsible for
the operation of IMC-Agrico, subject to the terms of the partnership
agreement and the direction of the IMC-Agrico policy committee (Committee).
This Committee establishes policies relating to the strategic direction of
IMC-Agrico and assures that its policies are implemented. The Committee has
the sole authority to make certain decisions affecting IMC-Agrico, including
authorizing certain capital expenditures for expansion, incurring certain
indebtedness, approving significant acquisitions and dispositions, and
certain other decisions.
Total revenues for PLP's proportionate interest in IMC-Agrico were
$683.8 million, $781.1 million and $792.6 million for the years ended
December 31, 1997, 1996 and 1995, respectively. IMC-Agrico's operations
consist of its phosphate crop nutrients business (Crop Nutrients) and its
animal feed ingredients business (Feed Ingredients).
Crop Nutrients
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Crop Nutrients is a leading United States miner of phosphate rock, one
of the primary raw materials used in the production of concentrated
phosphates, with 25 million tons of annual capacity. Crop Nutrients is also
a leading United States producer of concentrated phosphates with an annual
capacity of approximately four million tons of phosphoric acid (P2O5). P2O5
is an industry term indicating a product's phosphate content measured
chemically in units of phosphorous pentoxide. Crop Nutrients' concentrated
phosphate products are marketed worldwide to crop nutrient manufacturers,
distributors and retailers.
Crop Nutrients' concentrated phosphate production facilities are located
in central Florida and Louisiana. Its annual capacity represents
approximately 32.0 percent of total United States concentrated phosphate
production capacity and approximately 10.0 percent of world capacity. The
Florida concentrated phosphate facilities consist of three plants: New Wales,
Nichols and South Pierce. The New Wales complex is the largest concentrated
phosphate plant in the world with an estimated annual capacity of 1.8 million
tons of phosphoric acid (P2O5 equivalent). New Wales primarily produces
four forms of concentrated phosphates: diammonium phosphate (DAP),
monoammonium phosphate (MAP), granular triple superphosphate (GTSP) and
merchant grade phosphoric acid. The Nichols facility manufactures phosphoric
acid, DAP and granular MAP (GMAP). The South Pierce plant produces
phosphoric acid and GTSP. The Louisiana concentrated phosphate facilities
consist of three plants: Uncle Sam, Faustina and Taft. The Uncle Sam plant
produces phosphoric acid which is then shipped to the Faustina and Taft
plants where it is used to produce DAP and GMAP. The Faustina plant
manufactures phosphoric acid, DAP, GMAP, urea and ammonia. The Taft facility
manufactures only DAP. Concentrated phosphate operations are managed to
balance Crop Nutrients' output with customer needs. Crop Nutrients resumed
production at its Taft facility in December 1997 after having been idled
since September 1996. Subsequent to December 31, 1997, Crop Nutrients
suspended phosphoric acid production at its Nichols facility.
Phosphate rock, sulphur and ammonia are the three principal raw
materials used in the production of concentrated phosphates:
Phosphate Rock
All seven of Crop Nutrients' phosphate mines and related mining
operations are located in central Florida. Crop Nutrients extracts phosphate
ore through surface mining after removal of a ten to 50 foot layer of sandy
overburden and then processes the ore at one of its beneficiation plants
where the ore goes through washing, screening, sizing and flotation
procedures designed to separate it from sands, clays and other foreign
materials. Currently, five of Crop Nutrients' phosphate mines are
operational while one has been idle since 1986 and one was idled in June
1997. Crop Nutrients' phosphate rock production volume for the years ended
December 31, 1997, 1996 and 1995 totaled 20.0 million, 22.5 million and 25.0
million tons, respectively. Although Crop Nutrients sells phosphate rock to
other crop nutrient and animal feed ingredient manufacturers, it primarily
uses phosphate rock internally in the production of concentrated phosphates.
Tons used captively, primarily in the manufacture of concentrated phosphates,
totaled 14.1 million, 14.3 million and 14.6 million for the years ended
December 31, 1997, 1996 and 1995, respectively, representing 70.0 percent,
64.0 percent and 58.0 percent, respectively, of total tons produced.
Phosphate rock shipments to customers totaled 4.6 million, 6.5 million and
9.7 million tons for the years ended December 31, 1997, 1996 and 1995,
respectively. Customer shipments have been reduced in order to maximize
relative values of rock and concentrated phosphates by utilizing high-quality
reserves for internal upgrading.
Crop Nutrients estimates its reserves to be 561.0 million tons of
phosphate rock as of December 31, 1997. These reserves are controlled by
Crop Nutrients through ownership, long-term lease, royalty or purchase option
agreements. Reserve grades range from 58.0 percent to 78.0 percent bone
phosphate of lime (BPL), with an average grade of 66.6 percent BPL. BPL is
the standard industry term used to grade the quality of phosphate rock. The
phosphate rock mined by Crop Nutrients in the last three years averaged 65.4
percent BPL, which is typical for phosphate rock mined in Florida during this
period. Crop Nutrients estimates its reserves based upon the performance of
exploration core drilling and technical and economic analyses to determine
that reserves so classified can be economically mined at market prices
estimated to prevail during the next five years.
Crop Nutrients also owns or controls phosphate rock resources in the
southern extension of the central Florida phosphate district. Resources are
mineralized deposits which may be economically recoverable; however,
additional prospect data and analyses, including further geological work,
drilling, permitting and mining feasibility studies, are required before they
may be classified as reserves. Based upon its preliminary analyses of these
resources, Crop Nutrients believes that these mineralized deposits differ in
physical and chemical characteristics from those historically mined by Crop
Nutrients but are similar to some of the reserves being mined by current
operations. These resources contain estimated recoverable phosphate rock of
approximately 211.0 million tons with an average grade of approximately 64.0
percent BPL. Some of these resources are located in what may be classified
as preservational wetland areas under standards set forth in current county,
state and federal environmental protection laws and regulations.
Sulphur
A significant portion of Crop Nutrients' sulphur requirements is
provided by FSC, under a supply agreement which is based on variable market
prices. In prior years, Crop Nutrients received a significant portion of its
sulphur requirements from the Company's and IMC's Main Pass Joint Venture
interest. In connection with the FTX Merger, both the Company's and IMC's
interests in the Main Pass Joint Venture operations, together with PLP's
other sulphur mining, purchase, transportation, terminaling and sales
operations, were transferred to FSC. Consequently, IMC entered into an
agreement with FSC to supply a certain portion of Crop Nutrients' sulphur
requirements. See Notes 2, 5 and 9 in Part II, Item 8, "Financial Statements
and Supplementary Data," together with Part II, Item 6, "Selected Financial
Data," and Part II, Item 7, "Management's Discussion and Analysis of Results
of Operations and Financial Condition," for further information regarding
PLP's sulphur operations prior to the FTX Merger.
Ammonia
Crop Nutrients' ammonia needs are supplied by its Faustina ammonia
production facility and by world suppliers, primarily under multi-year
contracts. Production from the Faustina plant, which has an estimated annual
capacity of 560,000 tons of anhydrous ammonia, is primarily used internally
to produce DAP, GMAP and urea.
Sales and Marketing
Domestically, Crop Nutrients sells its concentrated phosphates to crop
nutrient manufacturers, distributors and retailers. IMC-Agrico also uses
concentrated phosphates internally for the production of animal feed
ingredients. See "Feed Ingredients," for further detail. Virtually all of
Crop Nutrients' export sales of phosphate crop nutrients are marketed through
the Phosphate Chemicals Export Association (PhosChem), a Webb-Pomerene Act
organization, which IMC administers on behalf of three other member
companies. PhosChem believes that its sales represent approximately 50.0
percent of total United States exports of concentrated phosphates. Outside
of the United States, the countries which account for the largest amount of
Crop Nutrients' sales of concentrated phosphates include China, Japan,
Australia and Thailand. The table below shows Crop Nutrients' shipments of
concentrated phosphates in thousands of dry product tons, primarily DAP.
1997 1996 1995
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Tons % Tons % Tons %
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Domestic
Customers 2,065 29% 2,350 32% 2,403 31%
Affiliates 615 9 581 8 683 9
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2,680 38 2,931 40 3,086 40
Export 4,425 62 4,451 60 4,719 60
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Total shipments 7,105 100% 7,382 100% 7,805 100%
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At December 31, 1997, Crop Nutrients had contractual commitments from
non-affiliated customers for the shipment of concentrated phosphates
amounting to approximately 3.1 million tons and phosphate rock amounting to
approximately 5.0 million tons in 1998.
Other
Crop Nutrients also manufactures and markets uranium oxide. Phosphate
rock is the source of uranium oxide, with the uranium content varying from
deposit to deposit. Uranium oxide production facilities are located in
Louisiana and Florida. In Louisiana, Crop Nutrients owns and operates
uranium oxide recovery and processing facilities which are located adjacent
to its Uncle Sam and Faustina concentrated phosphate plants. In 1997, these
facilities recovered 0.9 million pounds of uranium oxide from phosphoric acid
produced at these facilities. Crop Nutrients also owns two uranium oxide
recovery and processing facilities in central Florida, one located adjacent
to its New Wales concentrated phosphate plant and another located adjacent to
a concentrated phosphate plant owned and operated by a subsidiary of CF
Industries, Inc. (CF). The New Wales and CF facilities have been temporarily
idled pending improvement of uranium market conditions.
Competition
Crop Nutrients operates in a highly competitive global market. Among
the competitors in the global phosphate crop nutrient market are domestic and
foreign companies, as well as foreign government-supported producers.
Phosphate crop nutrient producers compete primarily based on price and, to a
lesser extent, product quality and innovation.
Subsequent Event
In January 1998, Crop Nutrients exercised its option under an agreement
with Mississippi Chemical Corporation (MCC) to purchase land in Florida for
$57.0 million. The property, along with land previously purchased from MCC,
contains approximately 62.4 million tons of phosphate rock reserves and 40.3
million tons of resources, and such amounts are included in the respective
estimates as of December 31, 1997.
Feed Ingredients
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Net sales were $163.5 million for 1997, $154.6 million for 1996 and
$34.2 million for the 1995 partial year. In October 1995, IMC acquired the
animal feed ingredients business of Mallinckrodt Group Inc. and subsequently
contributed it to IMC-Agrico. Feed Ingredients is one of the world's
foremost producers and marketers of phosphate-based animal feed ingredients
with an annual capacity in excess of 700,000 tons. In the first quarter of
1998, Feed Ingredients will start construction on the expansion of its
deflourinated phosphate (Multifos(registered trademark)) capacity at its
manufacturing operation in New Wales, Florida. The project will increase
the annual capacity for Multifos to 200,000 tons and will increase Feed
Ingredients' total annual production to approximately 770,000 tons. Feed
Ingredients supplies phosphate and potassium-based feed ingredients for
poultry and livestock to markets in North America, Latin America and Asia.
The principal production facilities of Feed Ingredients are located adjacent
to, and utilize raw materials from, the concentrated phosphate complex at New
Wales in central Florida.
Feed Ingredients operates in a competitive global market. Major
integrated producers of feed phosphates and feed grade potassium are located
in the United States and Europe. Many smaller producers are located in
emerging markets around the world. Many of these smaller producers are not
manufacturers of phosphoric acid and are required to purchase this raw
material on the open market. Competition in this global market is driven by
quality, service and price.
Employees
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PLP has no employees. At December 31, 1997, IMC-Agrico had
approximately 3,871 employees. The work force consisted of 622 salaried,
3,029 hourly and 220 temporary or part-time employees.
Labor Relations
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IMC-Agrico has three collective bargaining agreements with three
international unions or their affiliated local chapters. At December 31,
1997, approximately 89.0 percent of the hourly work force were covered under
collective bargaining agreements. One agreement, covering 50.0 percent of
the hourly work force, was negotiated during 1997. Resulting wage and
benefit increases were consistent with competitive industry and community
standards. Two agreements covering approximately 39.0 percent of the hourly
work force will expire during 1998. The Company has not experienced a
significant work stoppage in recent years and considers its employee
relations to be good.
Factors Affecting Demand
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PLP's results of operations historically have reflected the effects of
several external factors which are beyond its control and have in the past
produced significant downward and upward swings in operating results.
Revenues are highly dependent upon conditions in the North American
agriculture industry and can be affected by crop failure, changes in
agricultural production practices, government policies and weather.
Furthermore, IMC-Agrico's business is seasonal to the extent United States
farmers and agricultural enterprises purchase more crop nutrient products
during the spring and fall.
IMC-Agrico's export sales to foreign customers are subject to numerous
risks, including fluctuations in foreign currency exchange rates and
controls, expropriation and other economic, political and regulatory policies
of local governments and laws and policies of the United States affecting
foreign trade and investment. Due to economic and political factors,
customer needs can change dramatically from year to year. While management
does not believe the current economic conditions in Asia will have a material
adverse effect on the Company's results, there can be no assurance that a
continuation of the economic crisis would not have a material impact on sales
to customers in this region.
In 1997, sales of phosphate crop nutrients to China accounted for
approximately 25.0 percent of IMC-Agrico's revenues. No single customer or
group of affiliated customers accounted for more than ten percent of
IMC-Agrico's revenues.
Oil and Gas
MOXY is an independent oil and gas company engaged in the exploration,
development and production of oil and natural gas. MOXY operations are
conducted offshore in the Gulf and onshore in the Gulf Coast area. MOXY
commenced operations in May 1994 following the distribution of all of MOXY's
common stock to the stockholders of FTX in order to carry on substantially
all of the oil and natural gas exploration activities previously conducted by
FTX. MOXY and its predecessors have conducted exploration, development and
production operations offshore in the Gulf and onshore in the Gulf Coast and
other areas for more than 25 years, which have provided MOXY an extensive
geological and geophysical database, and extensive technical and operational
expertise.
During 1996 and 1997, PLP participated with MOXY in the acquisition of
interests in one onshore Louisiana and seven offshore Gulf tracts, with PLP's
related cost totaling approximately $5.5 million. Further, in August 1997
PLP purchased from MCN Energy Group Inc. (MCN), MCN's 60.0 percent interest
in the MOXY/MCN offshore exploration program (MOXY/MCN Program) for a total
of $46.4 million, subject to adjustments for post-closing revenues and
expenses subsequent to April 1, 1997. Such interest included: (i) two
producing oil and gas fields; (ii) an inventory of eight exploration
prospects in the offshore Gulf; and (iii) MOXY's program debt to MCN. PLP
acquired the interest in the producing properties and program debt to MCN as
an accommodation to MOXY, pending completion of a financial restructuring by
MOXY which enabled MOXY to purchase the producing properties and program debt
to MCN from PLP.
In November 1997, MOXY received $92.2 million of net proceeds from the
sale of a total of 28.6 million shares of common stock at $3.50 per share
under a rights offering to existing shareholders (Rights Offering). PLP
purchased 3.9 million of these shares, representing approximately 9.0 percent
of total MOXY shares outstanding, for $13.5 million in fulfillment of its
commitment to purchase any shares relating to unexercised rights from the
Rights Offering (Stand-By Commitment). MOXY used $44.5 million of these
proceeds, after post-closing adjustments, to acquire from PLP the interest in
the producing properties and repay the program debt . In addition, MOXY paid
PLP a $6.0 million fee for acquiring and holding these MOXY/MCN Program
assets until completion of the Rights Offering, for entering into the Stand-
By Commitment and for agreeing to enter into the oil and gas exploration
program with MOXY discussed below.
MOXY is using the remaining net Rights Offering proceeds to fund a
portion of its share of an aggregate $210.0 million, multi-year oil and gas
exploration program to explore and develop prospects primarily offshore in
the Gulf and onshore in the Gulf Coast region formed upon completion of the
Rights Offering to replace the MOXY/MCN Program. MOXY will manage this
program, selecting all prospects and drilling opportunities, and will serve
as operator. MOXY and PLP contributed their interests in all exploration
properties formerly part of the MOXY/MCN Program and their joint interests in
certain other properties to the MOXY Exploration Program. Under this
program, most exploration expenditures will be shared 56.4 percent by PLP,
37.6 percent by MOXY and 6.0 percent by an individual investor, with all
other costs and revenues shared 47.0 percent by PLP, 48.0 percent by MOXY and
5.0 percent by the individual investor. Exploration expenditures consist of
all costs associated with leasehold acquisition and maintenance, geological
and geophysical studies, seismic surveys, drilling exploratory wells,
overhead reimbursements and all other aspects of identifying prospects and
drilling exploratory wells. PLP and MOXY have received credits against their
program commitment for an aggregate of $8.3 million for certain exploratory
costs. The MOXY Exploration Program will terminate after initial exploration
program expenditures of $210.0 million have been committed or on March 31,
2002, whichever is earlier.
Due to its interest in the MOXY Exploration Program, PLP's results of
operations can be affected by various factors affecting MOXY and the oil and
gas industry.
ENVIRONMENTAL MATTERS
General
As a producer of crop nutrients, the Company is subject to a myriad of
federal, state and local environmental, health and safety laws in the United
States. These standards regulate the management and handling of raw
materials and products, air and water quality, disposal of hazardous and
solid wastes, and post-mining land reclamation. It is the Company's policy
to comply with all applicable environmental, health and safety (EHS)
standards. Through its active EHS management program, the Company is
confident that it generally satisfies these requirements. Nevertheless,
there can be no assurance that unexpected or additional costs, penalties, or
liabilities will not be incurred. Moreover, EHS standards applicable to the
Company's operations, and the industry in general, continue to evolve. Until
implementing regulations have been finalized and definitive regulatory
interpretations have been adopted, it is difficult to ascertain future
compliance obligations or estimate future costs.
The Company has expended, and anticipates that it will continue to
expend, substantial resources, both financial and managerial, to comply with
EHS standards. For 1998, the PLP proportional share of environmental capital
expenditures will total approximately $15.0 million, primarily related to air
permitting and control; ground and surface water protection; solid waste
management and remediation of contamination at current or former operations.
In 1998, the PLP proportional share of additional expenditures for land
reclamation activities will total approximately $11.0 million. Based on
current information, it is the opinion of management that the ultimate
liability arising from EHS matters, taking into account established accruals,
should not have a material adverse effect on the Company's financial
position. However, no assurance can be given that greater-than-anticipated
environmental expenditures will not be required in 1998 or in the future.
Product Requirements
Recently, various federal, state, and local environmental and public
health agencies have begun evaluating alleged environmental and health
effects that might arise from the handling and use of fertilizer products and
fertilizer additives. Because this evaluation is in its initial stages, it
is unclear whether the evaluation will result in additional federal, state,
or local regulatory requirements that the industry, including the Company,
will be required to meet. Until the results of the initial evaluations have
been completed, the Company cannot estimate the extent of expenditures that
may be necessary to meet additional standards, if any.
Permitting
PLP, through IMC-Agrico, holds numerous environmental and other permits
authorizing operations at each of its facilities. A decision by a government
agency to deny an application for a new or renewed permit, or to revoke or
substantially modify an existing permit, could have a material adverse effect
on the Company's ability to continue operations at the affected facility.
Expansion of operations also is predicated upon securing the necessary
environmental and other permits. In particular, over the next several years,
IMC-Agrico will be undertaking efforts to obtain a number of permits related
to its Florida mining operations. IMC-Agrico signed an agreement with
Consolidated Minerals, Inc. (CMI) for the purchase of real property (Pine
Level) containing approximately 100 million tons of phosphate rock reserves
in Florida. In connection with the purchase, IMC-Agrico has agreed to obtain
all environmental, regulatory and related permits necessary to commence
mining on the property. Successful achievement of such permitting remains to
be accomplished in the next five to eight years. Although the Company,
through IMC-Agrico, has successfully permitted mining properties in Florida,
if permits were denied or if compliance with permit conditions becomes cost
prohibitive, a complete or substantial inability to mine this property may
result and would adversely impact the Company.
Risk Management Planning
Several of the Company's facilities are subject to the Clean Air Act's
Risk Management Planning (RMP) requirements, which mandate that covered
facilities establish comprehensive plans for preventing and responding to
accidental releases to the air. Under RMP, facilities also must present
information to the public about their "worst-case" release scenarios from
regulated processes, the potential effects of such a release on nearby
populations, and the Company's release prevention programs. The Company
continues to implement the required RMP programs on schedule to meet a June
1999 deadline. Costs to complete these planning processes could be
substantial.
Mining Operations
The Company's phosphate mining activities are subject to a number of EHS
standards. In Florida, IMC-Agrico received a number of permits from the U.S.
Army Corps of Engineers (Corps) that authorize phosphate mining in certain
wetland areas. In October 1997, the Company received three notices from the
Corps alleging that the Company had violated its permits. Upon reviewing
these notices, the Company ascertained that it had inadvertently disturbed,
without permits, additional wetlands over which the Corps had asserted
jurisdiction. The Company has had informal discussions with the Corps to
resolve these issues and additional meetings are expected in 1998. Although
the Company is unable to predict the outcome of these proceedings, it does
not expect that these proceedings will have a material adverse effect on the
Company's financial condition or operations.
Management of Residual Materials
Phosphate mining and processing produce residual materials that must be
managed. Phosphate residuals, consisting primarily of phosphogypsum,
typically are stored in phosphogypsum stack systems. Other phosphate mining
residuals, clay and other tailings, are used in reclamation. PLP has
incurred and will continue to incur significant costs to manage its phosphate
residual materials in accordance with environmental laws, regulations and
permit requirements.
With regard to phosphate processing, Florida law may require IMC-Agrico
to close one or more of its unlined phosphogypsum stacks and/or associated
cooling ponds after March 25, 2001, if the stack system is demonstrated to
cause a violation of Florida's water quality standards. IMC-Agrico has
already filed an application with Florida's Department of Environmental
Protection to close the unlined gypsum stack at its New Wales facility in
central Florida. Closure activities would begin on July 1, 1998 if the plan
is accepted and would cost approximately $1.7 million, net of recorded
accruals, for construction activities over a period of five years. IMC-
Agrico cannot predict at this time whether Florida will require closure of
any of its other stack systems. The costs of any such closures could be
significant.
IMC-Agrico continues to address elevated levels of sulphate and sodium
indicators in groundwater at its New Wales facility. In 1992, elevated
sulphate levels were detected in groundwater beneath an unlined cooling pond.
In response, the Central Florida Regional Planning Council required IMC-
Agrico to plug former recharge wells and either show that groundwater
sulphate levels have returned to acceptable levels or line or relocate the
cooling pond. Recent monitoring data have evidenced an improving trend in
the sulphate and sodium indicator levels. Based on this trend, IMC-Agrico
received a permit to continue operating the cooling pond until July 1998, at
which time the permit must be renewed. If indicators do not reach acceptable
levels, options will be pursued to meet the operating needs of the facility.
The estimated cost to line or relocate the cooling pond, if necessary, is
estimated to be approximately $50.0 million.
Remedial Activities
Many of the Company's currently and formerly owned facilities have been
in operation for many years. The historical use and handling of regulated
substances and crop nutrient products at these facilities by the Company and
predecessor operators has resulted in soil and ground water contamination.
PLP has also purchased facilities that were contaminated by previous owners
through their use and handling of regulated substances.
Spills or other unintended releases of regulated substances have
occurred previously at these facilities, and potentially could occur in the
future, possibly requiring PLP to undertake or fund cleanup efforts. At some
locations, PLP has agreed, pursuant to consent orders with the appropriate
governmental agencies, to undertake certain investigations (which currently
are in progress) to determine whether remedial action may be required to
address contamination.
Material expenditures may be required by the Company in the future to
remediate the contamination at these current or former sites. The cost of
any remedial actions that ultimately may be required at sites that are
currently under investigation or for which investigations have not been
performed cannot be determined. It is the Company's policy to accrue
environmental investigatory and noncapital remediation costs for identified
sites when (i) litigation has commenced or (ii) a claim or assessment has
been asserted or is probable and the likelihood of an unfavorable outcome is
probable.
The Company believes that, pursuant to several indemnification
agreements, it is entitled to at least partial, and in many instances
complete, indemnification for a portion of the costs that may be expended by
the Company to remedy environmental issues at certain facilities. These
agreements address issues that resulted from activities occurring prior to
the Company's acquisition of facilities or businesses from third parties.
The Company has already received and anticipates receiving amounts pursuant
to the indemnification agreements for certain of its expenses incurred to
date.
Superfund
The Comprehensive Environmental Response Compensation Liability Act
(CERCLA), also known as "Superfund," imposes liability without regard to
fault or to the legality of a party's conduct, on certain categories of
persons that are considered to have contributed to the release of "hazardous
substances" into the environment. Currently, PLP is involved or concluding
involvement at less than ten Superfund sites. At none of these sites alone,
nor in the aggregate, is the Company's liability currently expected to be
material. As more information is obtained regarding the sites and the
potentially responsible parties involved, this expectation could change.
RELATIONSHIP BETWEEN THE COMPANY AND IMC
Management and Ownership
IMC serves as the administrative managing general partner of PLP and
officers of IMC perform all PLP management functions and carry out the
activities of PLP. At December 31, 1997, IMC held partnership interests that
represented an approximate 51.6 percent interest in PLP. As a result of
IMC's position as administrative managing general partner and of its
ownership interest, IMC has the ability to control all matters relating to
the management of the Company, including any determination with respect to
the acquisition or disposition of Company assets, future issuance of
additional debt or other securities of the Company and any distributions
payable in respect of the Company's partnership interests. In addition to
such other obligations as it may assume, IMC has the general duty to act in
good faith and to exercise its rights of control in a manner that is fair and
reasonable to the holders of partnership interests.
In January 1998, PLP announced that it would not make a cash
distribution for the quarter ended December 31, 1997. Total unpaid
distributions due IMC of $431.3 million existed as of this date. PLP's
distributable cash is now shared ratably by PLP's public unitholders and IMC,
except that IMC is entitled to recover its unpaid cash distributions on a
quarterly basis from one half of any excess of future quarterly distributions
over 60 cents per unit for all units.
Financing Arrangements
Reference is made to the information set forth in Part II, Item 7,
"Management's Discussion and Analysis of Results of Operations and Financial
Condition - Capital Resources and Liquidity - Financing," of this Annual
Report on Form 10-K.
Conflicts of Interest
The nature of the respective businesses of the Company and IMC and its
affiliates may give rise to conflicts of interest between the Company and
IMC. Conflicts could arise, for example, with respect to transactions
involving potential acquisitions of businesses or mineral properties, the
issuance of additional partnership interests, the determination of
distributions to be made by the Company, the allocation of general and
administrative expenses between IMC and the Company and other business
dealings between the Company and IMC and its affiliates. Except in cases
where a different standard may have been provided for, IMC has a general duty
to act in good faith and to exercise rights of control in a manner that is
fair and reasonable to the holders of PLP's partnership interests. In
resolving conflicts of interest, PLP's partnership agreement permits IMC to
consider the relative interest of each party to a potential conflict
situation which, under certain circumstances, could include the interest of
IMC and its other affiliates.
Services Agreement
From January 1, 1996, until the FTX Merger, FM Services Company (FMS), a
former affiliate of FTX, furnished general executive, administrative,
financial, accounting, legal, environmental, insurance, personnel,
engineering, tax, research and development, sales and certain other services
to FTX pursuant to the terms of a services agreement (Services Agreement) in
order to enable FTX to perform its duties as administrative managing general
partner of the Company. The nature and timing of the services provided under
the Services Agreement were similar to those historically provided directly
by FTX to the Company. PLP generally reimbursed FTX, at FTX's cost,
including allocated overhead, for such services on a monthly basis, including
amounts paid by FTX under the Services Agreement and allocated to PLP. Such
costs were allocated among PLP, FTX and certain of FTX's other affiliates
based on direct utilization whenever possible and an allocation formula based
on a combination of the operating income, property, plant and equipment and
capital expenditures of PLP, FTX and such other affiliates.
In connection with the FTX Merger, FMS agreed to provide IMC and its
affiliates certain transition services necessitated by the FTX Merger,
including administrative, financial, accounting, treasury, data retention,
personnel, insurance and risk management pursuant to the terms of a master
services agreement and certain ancillary services agreements (Transition
Services Agreements). Certain of the services being provided to IMC on
behalf of PLP include tax and audit services, accounting and financial
reporting services for the year ended December 31, 1997 and oil and gas
accounting and reporting services. The Transition Services Agreements
generally expire in 1998 and 1999, and it is anticipated that all such
services will be provided by IMC in the future.
Item 3. Legal Proceedings.(1)
Merger Litigation
- -----------------
In August 1997, five identical class action lawsuits were filed in
Chancery Court in Delaware by unitholders of PLP. Each case named the same
defendants and broadly alleged that FTX and FMRP Inc. (FMRP), an affiliate of
FTX, had breached fiduciary duties owed to the public unitholders of PLP.
IMC was alleged to have aided and abetted these breaches of fiduciary duty.
In November 1997, an amended class action complaint was filed with
respect to all cases. The amended complaint named the same defendants and
raised the same broad allegations of breaches of fiduciary duty against FTX
and FMRP for allegedly favoring the interests of FTX and FTX's common
stockholders in connection with the FTX Merger. The plaintiffs claimed
specifically that, by virtue of the FTX Merger, the public unitholders'
interests in PLP's ownership of IMC-Agrico would become even more subject to
the dominant interest of IMC. The amended complaint seeks certification as a
class action and injunction against the proposed FTX Merger or, in the
alternative, rescissionary damages. The defendants' time to answer or
otherwise plead to the amended complaint has been extended indefinitely by
agreement.
PLP is involved from time to time in various legal proceedings of a
character normally incident to its businesses. PLP believes that its
potential liability in any such pending or threatened proceedings will not
have a material adverse effect on the financial condition or results of
operations of PLP. PLP, through IMC and IMC-Agrico, maintains liability
insurance to cover some, but not all, potential liabilities normally incident
to the ordinary course of its businesses with such coverage limits as
management deems prudent.
Item 4. Submission of Matters to a Vote of Unitholders.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Unitholder
Matters.
The Company's partnership units trade on the New York Stock Exchange
(NYSE) under the symbol PLP. The PLP unit price is reported daily in the
financial press under "PLP" in most listings of NYSE securities. At March
20, 1998 the number of holders of record of the partnership's units was
10,562. Under federal law, ownership of PLP units is limited to "United
States citizens." A United States citizen is defined as a person who is
eligible to own interests in federal mineral leases, which generally includes
(i) United States citizens, (ii) domestic entities owned by United States
citizens and (iii) domestic corporations owned by United States citizens
and/or certain foreign persons. The following table sets forth, for the
periods indicated, the range of high and low sales prices, as reported by the
NYSE.
1997 1996
-------------- ---------------
High Low High Low
------ ------ ------ ------
First Quarter $18.75 $16.50 $22.75 $18.50
Second Quarter 17.13 14.38 22.00 18.13
Third Quarter 14.81 12.06 21.75 18.50
Fourth Quarter 12.81 8.56 19.25 16.38
Ownership at December 31, 1997:
Units Percent
Public unitholders 50,080,645 48.4
----------- -----
IMC 53,385,133 (a) 51.6
----------- -----
103,465,778 100.0
=========== =====
a. Includes 1,036,983 of partnership interests beneficially owned by
IMC.
Cash distributions declared and paid to public unitholders during 1997
totaled $0.74 per unit. In connection with the February 1992 offering of PLP
units, PLP committed for a five-year period to provide public unitholders a
preferential right to receive quarterly distributions before any
distributions could be made to its administrative managing general partner.
The preferential rights of the public unitholders to receive quarterly
distributions up to $0.60 per unit ceased with the distribution for the
quarter ending December 31, 1996, payable on February 15, 1997. Subsequent
cash distributions to public unitholders are determined by available
distributable cash resulting from operations of the partnership and the terms
of the partnership agreement. Distributable cash will be shared ratably by
PLP's public unitholders and IMC, except that IMC will be entitled to receive
the unpaid cash distributions, totaling $431.3 million, from one-half of the
quarterly distributable cash after the payment of $0.60 per unit to all
unitholders. Cash and property distributions paid during 1997 and 1996 are
shown below:
1997
---------------------------------------------------
Distribution
Per Unit Record Date Payment Date
------------------ ------------- ------------
$ .31 Apr. 30, 1997 May 15, 1997
.33 Jul. 31, 1997 Aug. 15, 1997
.10 Oct. 31, 1997 Nov. 15, 1997
0.1 FSC share (b) Dec. 22, 1997 Dec. 22, 1997
1996
------------------------------------------------
Distribution
Per Unit Record Date Payment Date
-------------- ---------------- -----------
$ .61 Apr. 30, 1996 May 15, 1996
.60 Jul. 31, 1996 Aug. 15, 1996
.60 Oct. 31, 1996 Nov. 15, 1996
.60 Jan. 31, 1997 Feb. 15, 1997
b.The December 22, 1997 distribution was a special distribution made in
connection with the FTX Merger whereby PLP distributed its ownership in
FSC. Each unitholder's basis for each PLP unit requires adjustment as a
result of PLP's distribution of FSC. Further information regarding such
adjustment was included with 1997 unitholder tax information.
Item 6. Selected Financial Data.
Years ended December 31,
1997(a) 1996(b) 1995(c) 1994(d) 1993(e)
------- ------- ------- ------- -------
(Financial data in thousands, except per unit amounts)
FINANCIAL DATA
Revenues $ 842,456 $ 957,034 $ 995,112 $ 765,278 $ 669,160
Operating income (300,442 ) 211,871 194,625 120,618 (210,848 )
(loss)
Net income (loss) (355,035 ) 177,301 161,408 83,966 (246,111 )
Net income (loss) per (3.43 ) 1.71 1.56 .81 (2.37 )
unit
Distributions per
publicly held unit:
Cash 1.34 2.435 2.415 2.40 2.40
Property 1.214 - - - -
Average units 103,466 103,466 103,487 103,683 103,698
outstanding
At December 31:
Property, plant 432,438 919,237 949,131 910,469 970,960
and equipment,
net
Total assets 665,536 1,199,77 1,229,10 1,146,93 1,296,87
8 5 1 3
Long-term debt,
including current 519,808 403,403 384,580 368,951 488,567
portion
Partners' capital (168,358 ) 359,648 404,466 447,660 492,404
(deficit)
OPERATING DATA
Phosphate crop
nutrients-primarily
DAP
Sales (short tons) 3,015,60 3,201,80 3,427,70 3,193,40 3,346,60
0 0 0 0 0
Average realized
price (f)
All phosphate crop $171.82 $181.00 $169.07 $144.13 $110.03
nutrients
DAP 175.83 186.17 175.11 149.32 113.09
Phosphate rock
Sales (short tons) 1,999,70 2,919,10 4,470,40 4,373,40 3,840,30
0 0 0 0 0
Average realized $23.65 $25.60 $22.53 $21.38 $22.02
price (f)
Sulphur
Sales (long tons) (g) 2,836,80 2,900,00 3,049,70 2,087,80 1,973,20
0 0 0 0 0
Oil
Sales (barrels) 1,578,60 1,895,50 2,217,60 2,533,70 3,443,00
0 0 0 0 0
Average realized $18.22 $19.49 $15.82 $13.74 $14.43
price
a. Includes charges totaling $407.1 million ($3.93 per unit), consisting of
$384.5 million for an impairment assessment of sulphur assets and $22.6
million related to the FTX Merger. Also includes a $14.5 million
extraordinary loss ($0.14 per unit) on early retirement of debt.
b. Includes a gain of $11.9 million ($0.12 per unit) resulting from the
increase in PLP's ownership of IMC-Agrico and a $3.0 million charge ($0.03
per unit) for asset valuations at IMC-Agrico.
c. Includes charges totaling $18.1 million ($0.18 per unit) primarily for
stock appreciation rights costs caused by the significant rise in FTX's
common stock price during the year.
d. Includes a $10.9 million charge ($0.11 per unit) primarily for certain
remediation costs.
e. Includes a net charge of $173.6 million ($1.67 per unit) primarily for
restructuring, asset recoverability and other related charges. Also includes
a $23.7 million cumulative charge ($0.23 per unit) for changes in accounting
principle related to periodic scheduled maintenance costs (turnarounds),
deferred charges and costs of management information systems.
f. Represents average realization f.o.b. plant/mine.
g. Includes internal consumption totaling 795,000 tons, 730,300 tons, 754,400
tons, 739,900 tons and 1,138,800 tons for the years 1997 through 1993,
respectively.
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition.(1)
OVERVIEW
PLP, through its joint venture operation in IMC-Agrico, is one of the
world's largest and one of the lowest cost producers, marketers and
distributors of phosphate crop nutrients and animal feed ingredients, with
operations in central Florida and on the Mississippi River in Louisiana.
RESULTS OF OPERATIONS
1997(a) 1996(b) 1995(c)
---------- --------- ----------
(In millions)
Revenues $ 842.5 $ 957.0 $ 995.1
Operating income (loss) (300.4 ) 211.9 194.6
Earnings (loss) (355.0 ) 177.3 161.4
a. Includes charges totaling $407.1 million ($3.93 per unit), consisting of
$384.5 million for an impairment assessment of sulphur assets and $22.6
million related to the FTX Merger. Also includes a $14.5 million
extraordinary loss ($0.14 per unit) on the early retirement of debt.
b. Includes a gain of $11.9 million resulting from the increase in PLP's
ownership of IMC-Agrico (see Note 3, "IMC-Agrico and MOXY," of Notes to
Financial Statements in Item 8, "Financial Statements and Supplementary
Data," of this Annual Report on Form 10-K for further detail) and a $3.0
million charge for asset valuations at IMC-Agrico.
c. Includes charges totaling $18.1 million primarily for stock appreciation
rights costs caused by the significant rise in FTX's common stock price
during the year.
1997 Compared With 1996. PLP's operating results for 1997 compared with
1996 were affected by lower average sales realizations and reduced volumes of
concentrated phosphate sales. The 1997 period includes $384.5 million for
sulphur asset impairment charges (see Note 1, "Summary of Significant
Accounting Policies," of Notes to Financial Statements in Item 8, "Financial
Statements and Supplementary Data," of this Annual Report on Form 10-K for
further detail), $22.6 million related to the FTX Merger (see "General and
Administrative Expenses," for further detail), $15.8 million for non-
productive oil and gas exploration costs and a $2.9 million credit for
reimbursement of previously incurred expenses as a result of IMC-Agrico's
participation in a potential phosphate mine and upgrading project in Sri
Lanka, while the 1996 period included an $11.9 million gain from the increase
in PLP's ownership of IMC-Agrico and charges totaling $3.0 million for asset
valuations at IMC-Agrico.
Excluding sulphur asset impairment charges, depreciation, depletion and
amortization for the current year increased $6.1 million from 1996, largely
because of a $5.8 million decrease in adjustments to reduce depreciation
related to the difference between PLP's Current Interest (as defined in the
Partnership Agreement) and Capital Interest (as defined in the Partnership
Agreement) in IMC-Agrico's cash distributions and capital contributions,
respectively (see Note 3, "IMC-Agrico and MOXY," of Notes to Financial
Statements in Item 8, "Financial Statements and Supplementary Data," of this
Annual Report on Form 10-K for further detail), which ended after the 1997
third quarter.
IMC-Agrico
- ----------
PLP's agricultural minerals operations, which principally consist of its
concentrated phosphate and phosphate rock operations and animal feed
ingredients operations conducted through IMC-Agrico (and its sulphur business
prior to the FTX Merger), reported a 1997 operating loss of $244.6 million on
revenues of $813.6 million compared with operating income of $223.9 million
on revenues of $920.0 million for the 1996 period. Significant items
impacting operating income are outlined below (in millions):
Operating income - 1996 $ 223.9
Increases (decreases):
Sales volumes (60.1 )
Realizations (39.3 )
Other (7.0 )
Revenue variance (106.4 )
Cost of sales 31.4 a
Sulphur asset impairment charge (384.5 )
Gain on IMC-Agrico investment (11.9 )
General and administrative 2.9
(468.5 )
Operating loss - 1997 $ (244.6 )
a.Includes the net impact of reductions to depreciation of $24.0 million in
1997 and $29.8 million in 1996, caused by PLP's disproportionate interest
in IMC-Agrico cash distributions (see Note 3, "IMC-Agrico and MOXY," of
Notes to Financial Statements in Item 8, "Financial Statements and
Supplementary Data," of this Annual Report on Form 10-K for further
detail). These adjustments to depreciation ended after the third quarter
of 1997, when PLP received its final disproportionate cash distribution
from IMC-Agrico. In addition, 1996 cost of sales reflects a $3.0 million
asset valuation charge from IMC-Agrico.
Crop Nutrients
Crop Nutrients' net sales of $1,484.8 million decreased approximately
11.0 percent from $1,661.3 million in 1996. Sales volumes of concentrated
phosphates declined, in the aggregate, one percent, or $45.0 million. The
majority of the decline came from reduced domestic shipments of DAP and GTSP
which declined approximately 17.0 and 11.0 percent, respectively, offset by
increased GMAP volumes of 18.0 percent. The decline in DAP and GTSP volumes
was primarily due to overall weakened demand and a focus on higher-margin
GMAP opportunities. International sales volumes were relatively flat
compared to the prior year as decreased shipments of DAP and GTSP were offset
by increased shipments of GMAP. In addition, average sales realizations of
concentrated phosphates, particularly DAP, decreased five percent which
unfavorably impacted net sales by $49.2 million. Net sales were also
unfavorably impacted $56.7 million due to lower phosphate rock sales volumes
as a result of Crop Nutrients' strategic decision to phase out third-party
sales of phosphate rock. This action is being taken to maximize relative
values of rock and concentrated phosphates by utilizing high-quality reserves
for internal upgrading.
Gross margins declined $112.7 million to $298.7 million from $411.4
million, excluding special one-time charges of $6.9 million, one year ago
primarily due to the lower volumes and prices discussed above. In addition,
gross margins reflect the benefit of a change to market-based acid pricing to
Feed Ingredients.
Feed Ingredients
Net sales of $69.1 million increased 3.2 percent from 1996 due to
slightly higher domestic volumes and prices. A decrease in gross margins was
primarily due to increased costs as a result of a change in the price of acid
purchased from Crop Nutrients.
Sulphur
Sulphur sales volumes through December 22, 1997 were flat compared with
1996, as PLP continued to operate its Main Pass and Culberson mines at
reduced rates. Unit production costs in 1997 increased approximately 12.0
percent from 1996 levels due to higher maintenance costs and natural gas
usage.
Oil and Gas Operations
- ----------------------
Main Pass Joint Venture oil operational highlights are detailed below:
1997 1996
-------- --------
Sales (barrels) 1,578,600 1,895,500
Average realized price $18.22 $19.49
Operating income (in millions) $2.0 $10.3
PLP is significantly expanding its oil and gas activities through the
multi-year, aggregate $210.0 million MOXY Exploration Program and equity
investment with MOXY. Exploration activities during 1997 included the
following:
. West Cameron Block 616/617 - During the fourth quarter of 1997, the West
Cameron Block 616 #3 exploratory well was drilled and saved. This well
encountered a total 426 feet of net gas pay in eight sands. MOXY
subsequently drilled and saved for future production the West Cameron
Block 616 #4 well to develop reserves discovered by the #3 well. PLP has
capitalized a total of $11.2 million of related drilling costs through
December 31, 1997. In early January 1998, MOXY initiated drilling the #5
well, a second development well, to develop the reserves discovered by
the West Cameron Block 616 #2 well. The #2 well, drilled in 1996 and
located approximately one mile southeast of the #3 well, encountered 190
feet of net gas pay in a different fault block. MOXY has acquired a
previously owned platform for use in developing these reserves. First
production is expected to commence during the fourth quarter of 1998.
PLP has a 39.0 percent net revenue interest in the #3 and #4 wells and a
37.0 percent net revenue interest in the #5 well. Additionally, MOXY
plans to drill an exploratory well on an offset block, West Cameron 617,
in early 1998. West Cameron Blocks 616 and 617 are located in
approximately 300 feet of water in the Gulf, approximately 130 miles
offshore Louisiana. These two blocks total 10,000 acres.
. West Cameron Block 492 - During the fourth quarter of 1997 the West
Cameron 492 #1 well discovered 93 feet of net hydrocarbon pay in five
sands. Additionally, the West Cameron 492 #3 well, which was
successfully drilled as a delineation well, encountered 83 feet of net
hydrocarbon pay in two sands, 57 feet of which was in a new sand. Both
wells were saved for future production and further drilling in 1998 is
contemplated on this block. PLP owns a 19.0 percent net revenue interest
in this block, which is located in approximately 150 feet of water
offshore in the Gulf approximately 110 miles south of Lake Charles,
Louisiana and encompasses 5,000 acres. PLP has capitalized a total of
$0.7 million of related drilling costs through December 31, 1997.
. In late 1997 and early 1998 the West Cameron Block 157 #1 and Brazos
Block A-19 #2 exploratory wells commenced drilling. PLP owns 37.0
percent and 13.0 percent net revenue interests in these blocks,
respectively. PLP's share of the estimated costs to reach total depth
(the point at which determination as to whether or not commercial amounts
of hydrocarbons have been discovered) for both of these wells is
approximately $7.0 million, of which $0.6 million was incurred and
capitalized at December 31, 1997. In March 1998, the West Cameron Block
157 #1 well prospect concluded without the discovery of commercial
hydrocarbons, resulting in approximately $3.0 million of the related
drilling costs being expensed by PLP.
. During 1997, exploratory drilling on the Eugene Island Block 19,
Vermilion Block 159 and Grand Isle Block 65 fields and North Bay Junop
prospect concluded without the discovery of commercial hydrocarbons,
resulting in $13.5 million of the related drilling costs being expensed
by PLP.
1996 Compared With 1995. Operating income for 1996 benefited from higher
average realizations on concentrated phosphates and phosphate rock. Feed
Ingredients, acquired in October 1995 (see Note 9, "Acquisitions," of Notes
to Financial Statements in Item 8, "Financial Statements and Supplementary
Data," of this Annual Report on Form 10-K for further detail), also
contributed to higher operating income. Offsetting the impact of these
positive factors were lower production and sales volumes for concentrated
phosphates and phosphate rock. Results from 1996 included an $11.9 million
gain resulting from the increase in PLP's ownership of IMC-Agrico, $15.3
million lower stock appreciation rights costs allocated from FTX, a $2.5
million charge for oil and gas exploration costs and charges totaling $3.0
million for asset valuations at IMC-Agrico.
Depreciation, depletion and amortization for 1996 decreased $7.8 million
from the 1995 amount. This reduction is attributable primarily to a $3.5
million decrease related to PLP's disproportionate interest in IMC-Agrico
cash distributions (see Note 3, "IMC-Agrico and MOXY," of Notes to Financial
Statements in Item 8, "Financial Statements and Supplementary Data," of this
Annual Report on Form 10-K for further detail) and a $4.4 million decline
from Main Pass Joint Venture oil operations, partially offset by additional
depreciation expense of $2.3 million associated with Feed Ingredients
operations.
IMC-Agrico
- -----------
PLP's agricultural minerals operations reported 1996 operating income of
$223.9 million on revenues of $920.0 million compared with operating income
of $205.9 million on revenues of $960.0 million in 1995. Significant items
impacting operating income are highlighted below (in millions):
Operating income - 1995 $ 205.9
------
Increases (decreases):
Sales volumes (97.9 )
Realizations 59.5
Other (1.6 )
------
Revenue variance (40.0 )
Cost of sales 29.9 a
Gain on IMC-Agrico investment 11.9
General and administrative 16.2 b
------
18.0
------
Operating income - 1996 $ 223.9
======
a.Includes the net impact of reductions to depreciation of $29.8 million in
1996 and $26.3 million in 1995 caused by PLP's disproportionate interest
in IMC-Agrico cash distributions. 1996 cost of sales also reflects a $3.0
million asset valuation charge from IMC-Agrico.
b.General and administrative expenses in 1996 included $10.3 million lower
stock appreciation rights costs.
Crop Nutrients
Crop Nutrients' net sales for 1996 of $1,661.3 million decreased
approximately three percent as compared to $1,711.6 million for 1995. Lower
phosphate rock volumes in 1996, primarily due to the Company's strategic
decision to phase out export sales and the termination of a domestic sales
contract, unfavorably impacted net sales by $54.5 million compared to 1995.
Higher average concentrated phosphate prices in 1996, compared to 1995,
partially offset the lower phosphate rock volumes. Concentrated phosphate
net sales increased, mainly as a result of strong sales to India, Australia,
Japan, Brazil, Chile and Ecuador. In addition, in December 1996, Crop
Nutrients, through PhosChem, successfully negotiated a first-ever, two-year
concentrated phosphate sales contract with China for calendar years 1997 and
1998.
Gross margins increased $15.9 million, or four percent, to $411.4
million for 1996, before special one-time charges of $6.9 million, as
compared to $395.5 million in 1995. This increase was primarily due to
higher sales realizations for concentrated phosphates discussed above. The
higher margins on concentrated phosphate net sales in 1996, as compared to
1995, more than offset the margins lost to lower phosphate rock sales. The
favorable impact of price improvements, however, was partially offset by
higher phosphate rock production costs, due in large part to higher
electricity, maintenance and fuel costs.
Feed Ingredients
Net sales of $67.0 million increased $52.1 million from 1995 and gross
margins increased primarily due to the inclusion of a full year of results
following the acquisition of Feed Ingredients in October 1995.
Sulphur
Sulphur sales volumes for 1996 were five percent lower than the 1995
level. PLP operated the Main Pass and Culberson mines at reduced rates since
March 1996 in response to lower domestic sulphur sales to United States
phosphate fertilizer producers. Sulphur market prices were negatively
affected by lower demand. Movement of Canadian sulphur to the United States
market fell in tandem with lower prices and Canadian producers' concerns over
anti-dumping actions taken by the United States Department of Commerce. Unit
production costs for 1996 rose slightly from 1995 because of the reduced
production levels and increased energy costs.
Oil and Gas Operations
- ----------------------
Main Pass Joint Venture oil operational highlights are detailed below:
1996 1995
-------- ---------
Sales (barrels) 1,895,500 2,217,600
Average realized price $19.49 $15.82
Operating income (in millions) $10.3 $1.9 a
a. Included $1.8 million of stock appreciation rights costs.
In June 1996 PLP acquired a 25.0 percent leasehold interest in an oil
and gas joint venture to explore a 35,000 acre project area in south
Louisiana. In connection with the acquisition of this interest, PLP
reimbursed MOXY $2.1 million for certain costs previously incurred on the
project area. PLP acquired its interest on the same proportionate basis as
Phillips Petroleum, which has a 50.0 percent leasehold interest in the
project area and is the operator of the joint venture.
General and Administrative Expenses
- -----------------------------------
Years ended December 31, % Increase (Decrease)
------------------------ --------------
1997 1996 1995 1997 1996
---- ---- ---- ---- ----
(In millions)
General and administrative
expenses $77.0 $55.2 $68.1 39% (19%)
1997 Compared to 1996
General and administrative expenses for 1997 increased $21.8 million from the
1996 period primarily because of merger-related costs, including retirement
benefits, the acceleration of long-term incentive compensation and other
employee benefits. General and administrative expenses in 1996 reflect a
$2.1 million reduction related to stock appreciation rights.
1996 Compared to 1995
General and administrative expenses for 1996 declined $12.9 million from
1995, primarily because a significant 1995 increase in FTX's stock price
resulted in $15.3 million higher stock appreciation rights costs charged by
FTX. General and administrative costs for 1996 included amounts associated
with the acquired Feed Ingredients operations, whereas 1995 included a $1.2
million charge for the reorganization of IMC-Agrico's marketing function.
PLP's general and administrative expenses include costs incurred on its
behalf which are allocated on a cost-reimbursement basis under a management
services agreement (see "Services Agreement," in Part I, Items 1 and 2,
"Business and Properties - Relationship Between the Company and IMC," and
Note 7, "Pension and Other Employee Benefits," of Notes to Financial
Statements in Item 8, "Financial Statements and Supplementary Data," of this
Annual Report on Form 10-K for further detail).
Year 2000
- ---------
As the millennium approaches, both IMC-Agrico and IMC (as administrative
managing general partner of PLP) have begun to address the Year 2000 issue
and the effect it will have on its information systems. IMC and IMC-Agrico
have completed an assessment of their information systems and are in the
process of developing a Year 2000 conversion plan to address all necessary
code changes, testing and implementation. The information systems conversion
project is planned to be completed by the middle of 1999 at an estimated
total cost to IMC-Agrico of approximately $0.7 million. A significant
portion of these costs are not likely to be incremental costs to IMC-Agrico,
but rather will represent the redeployment of existing information technology
resources.
In addition, both IMC-Agrico and IMC are starting the process of
assessing the effect the Year 2000 will have on their operations. An
assessment will be made and conversion plan developed to have all
modifications implemented and operational by year-end 1999. The cost of this
project is yet undetermined, but is not expected to be material to PLP.
IMC-Agrico and IMC expect these Year 2000 conversion projects to be
completed on a timely basis. However, there can be no assurance that the
systems of the companies on which their systems rely also will be converted
or that any such failure to convert by another company would not have an
adverse effect on their systems. In 1998, IMC-Agrico and IMC will be
initiating formal communications with all of their significant suppliers and
large customers to determine the extent to which PLP is vulnerable to those
third parties' failures to remediate their own Year 2000 issues.
CAPITAL RESOURCES AND LIQUIDITY
Liquidity and Operating Cash Flow
- ---------------------------------
Net cash provided by operating activities was $103.4 million in 1997,
$251.9 million in 1996 and $284.9 million in 1995. The 1995 period benefited
from working capital reductions achieved by IMC-Agrico and the sale of
receivables (see Note 1, "Summary of Significant Accounting Policies," of
Notes to Financial Statements in Item 8, "Financial Statements and
Supplementary Data," of this Annual Report on Form 10-K for further detail),
while 1997 was impacted by lower earnings before asset impairment charges,
lower IMC-Agrico cash distributions and higher reclamation expenditures.
Excluding the effects of acquisitions in 1997, cash generated from operating
working capital decreased primarily due to increased inventory and receivable
levels. However, the Company's $215.6 million working capital deficit at
December 31, 1997 decreased from positive working capital of $89.1 million at
December 31, 1996, primarily due to the refinancing of PLP's previous long-
term debt with demand notes from IMC, which are classified as short-term.
Net cash used in investing activities increased $31.0 million over the
prior year, primarily due to increased capital expenditures and the
investment in MOXY common stock. Capital expenditures for 1997 were $72.4
million, an increase of $18.8 million over the prior year. See "Capital
Spending," for further detail.
Net cash used in financing activities decreased from $205.5 million in
1996 to $24.7 million in 1997, primarily due to net debt proceeds of $118.1
million in 1997 compared to net debt payments of $131.2 million in 1996,
offset by decreased distributions to PLP partners of $102.6 million and $23.3
million paid to FSC in connection with the FTX Merger.
Capital Spending
- ----------------
Investing cash flows for 1997 include $35.5 million in total oil and gas
exploration and development expenditures, while 1996 included $13.0 million
for a Florida phosphate rock reserve acquisition and 1995 included $46.2
million for the Feed Ingredients acquisition. Based on current estimates,
capital expenditures for 1998 will approximate $110.0 million. (See
"Environmental Matters," in Part I, Items 1 and 2, "Business and Properties,"
of this Annual Report on Form 10-K for a discussion of environmental capital
expenditures which are included in the foregoing estimate.)
Financing
- ---------
In connection with the FTX Merger, PLP entered into two separate
agreements with IMC (IMC Agreements). One agreement is a variable rate
demand note for $200.0 million, while the other agreement is a 8.75 percent
demand note for $150.0 million. Interest under the IMC Agreements is payable
quarterly.
Immediately following the FTX Merger, PLP utilized the proceeds from the
IMC Agreements (Proceeds) to complete a tender offer for $144.3 million of
its outstanding $150.0 million principal amount of its 8.75 percent senior
subordinated notes (Senior Subordinated Notes) due 2004. Additionally,
utilizing the Proceeds, PLP repaid all outstanding amounts under, and
terminated, its then-outstanding revolving credit agreement. As a result of
both of these transactions, PLP recorded an extraordinary charge of $14.5
million primarily for the redemption premium incurred and the write-off of
previously deferred finance charges.
In December 1997, IMC-Agrico repaid all outstanding amounts under, and
terminated, its then-outstanding revolving credit agreement. IMC-Agrico
simultaneously entered into a variable rate demand note payable to IMC
(IMC-Agrico Facility) for borrowings up to $125.0 million. In addition, IMC
entered into credit facilities with a group of banks which stipulate that IMC
and certain of its subsidiaries may borrow up to $350.0 million under a
revolving credit facility expiring December 1998 and $650.0 million under a
long-term credit facility expiring December 2002, (collectively, IMC Credit
Facilities). The IMC Credit Facilities have a letter of credit subfacility
for up to $100.0 million. Borrowings under the IMC Credit Facilities are
unsecured and bear interest at rates based on LIBOR plus a credit spread. In
addition, the IMC Credit Facilities have certain financial ratio and other
covenants.
Under an agreement with a financial institution, IMC-Agrico Receivables
Company, L.L.C. (IMC-Agrico L.L.C.), a special purpose limited liability
company of which IMC-Agrico is the sole equity owner, may sell, on an ongoing
basis, an undivided percentage interest in a designated pool of receivables,
subject to limited recourse provisions related to the international
receivables, in an amount not to exceed $65.0 million.
At March 20, 1998, the Company had outstanding $302.2 million under its
IMC Agreements, and IMC-Agrico had $97.2 million outstanding under the
IMC-Agrico Facility. Additionally, the Company had outstanding $150.0
million of 7.0 percent senior debentures due 2008.
In January 1998, PLP declared no cash distribution would be payable for
the 1997 fourth quarter. PLP's distributable cash is now shared ratably by
PLP's public unitholders and its administrative managing general partner,
except that the administrative managing general partner will be entitled to
receive unpaid cash distributions from previous quarters ($431.3 million
unpaid at March 20, 1998) from one-half of the quarterly distributable cash
after the payment of 60 cents per unit to all PLP unitholders.
PLP's future distributions will depend on the distributions received from
IMC-Agrico, the cash requirements of its oil and gas exploration activities
(see "Oil and Gas," in Part I, Items 1 and 2, "Business and Properties," of
this Annual Report on Form 10-K for further detail) net of any cash flows
from production or sale of discovered reserves, and the level and methods of
financing its capital expenditure needs, including reclamation and growth
projects. PLP's share of IMC-Agrico cash distributions totaled $19.8 million
for the fourth quarter which reflects the reduction in PLP's share of cash
distributions from IMC-Agrico effective July 1, 1997 and, thereafter, from
54.4 percent to 41.5 percent. Future distributions from IMC-Agrico will
depend primarily on concentrated phosphate market conditions.
MARKET RISK
PLP is exposed to the impact of interest rate changes and the impact of
fluctuations in the purchase price of natural gas consumed in operations, as
well as changes in the fair value of its financial instruments. PLP
periodically enters into derivatives in order to minimize these risks, but
not for trading purposes.
PLP prepared sensitivity analyses of its derivatives and other financial
instruments assuming the following: (i) a one percentage point adverse change
in interest rates; and (ii) a ten percent adverse change in the purchase cost
of natural gas, all from their levels at December 31, 1997. Holding all
other variables constant, the hypothetical adverse changes would not
materially affect PLP's financial position. These analyses did not consider
the effects of the reduced level of economic activity that could exist in
such an environment and certain other factors. Further, in the event of a
change of such magnitude, management would likely take actions to further
mitigate its exposure to possible changes. However, due to the uncertainty
of the specific actions that would be taken and their possible effects, the
sensitivity analyses assume no changes in PLP's financial structure.
CONTINGENCIES
In October 1996, IMC-Agrico signed an agreement with CMI for the purchase
of real property, Pine Level, containing approximately 100 million tons of
phosphate rock reserves. In connection with the purchase IMC-Agrico has
agreed to obtain all environmental, regulatory and related permits necessary
to commence mining on the property. Within five years from the date of this
agreement, IMC-Agrico is required to provide notice to CMI regarding one of
the following: (i) whether they have obtained the permits necessary to
commence mining any part of the property, (ii) whether they wish to extend
the permitting period for an additional three years or (iii) whether they
wish to decline to extend the permitting period. If the permits necessary to
commence mining the property have been obtained, IMC-Agrico is obligated to
pay CMI an initial royalty payment of $28.9 million. In addition to the
initial royalty payment, IMC-Agrico is required to pay CMI a mining royalty
on phosphate rock mined from the property to the extent the permits are
obtained.
ENVIRONMENTAL
Reference is made to the information set forth in "Environmental
Matters," in Part I, Items 1 and 2, "Business and Properties," of this Annual
Report on Form 10-K.
Item 8. Financial Statements and Supplementary Data.
Pag
e
Report of Independent Auditors 22
Report of Independent Public Accountants 23
Statement of Operations 24
Balance Sheet 25
Statement of Cash Flow 26
Statement of Changes in Partners' Capital 27
Notes to Financial Statements 28
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS OF PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP:
We have audited the accompanying balance sheet of Phosphate Resource Partners
Limited Partnership [formerly Freeport-McMoRan Resource Partners, Limited
Partnership] (the Partnership), a Delaware Limited Partnership, as of
December 31, 1997, and the related statements of operations, cash flow and
changes in partners' capital for the year then ended. Our audit also
included the financial statement schedules listed in the Index at Item 14(a)
as of December 31, 1997 and for the year then ended. These financial
statements and schedules are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Partnership at December
31, 1997, and the results of its operations and its cash flows for the year
ended December 31, 1997, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedules,
when considered in relation to the basic financial statements taken as a
whole, present fairly in all material respects the information set forth
therein.
Ernst & Young LLP
Chicago, Illinois
January 26, 1998
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of Phosphate Resource Partners
Limited Partnership:
We have audited the accompanying balance sheet of Phosphate Resource Partners
Limited Partnership, formerly Freeport-McMoRan Resource Partners, Limited
Partnership (the Partnership), a Delaware Limited Partnership, as of December
31, 1996 and the related statements of operations, cash flow and changes in
partners' capital for the years ended December 31, 1996 and 1995. These
financial statements are the responsibility of the General Partner's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of
IMC-Agrico Company (the Joint Venture). The Partnership's share of the Joint
Venture constitutes 49 percent of assets as of December 31, 1996 and 82
percent and 80 percent of the Partnership's total revenues for the years
ended December 31, 1996 and 1995, respectively. Those statements were
audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included for the Partnership's
interest in the Joint Venture, is based solely on the reports of the other
auditors. In addition, the 1996 pension and other post-employment and
post-retirement benefits information reflected in Note 7 has been derived
from the audited financial statements of IMC-Agrico MP, Inc. which were
audited by other auditors whose report with respect to those financial
statements has been furnished to us, and our opinion, insofar as it relates
to such information, is based solely on the report of other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports
of other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of the Partnership as of December 31, 1996
and the results of its operations and its cash flow for the years ended
December 31, 1996 and 1995 in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
New Orleans, Louisiana,
January 21, 1997 (except with
respect to Note 7 as to which
the date is January 26, 1998)
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
Years Ended December 31,
---------------------------
1997 1996 1995
------ ------ ------
(In thousands, except per unit amounts)
Revenues $ 842,456 $ 957,034 $ 995,112
Cost of sales:
Production and delivery 622,477 662,373 687,541
Depreciation, depletion and
amortization 43,058 36,985 44,830
Sulphur asset impairment charge 384,500 - -
-------- -------- --------
Total cost of sales 1,050,035 699,358 732,371
Gain on IMC-Agrico investment - (11,917 ) -
Exploration expenses 15,817 2,485 -
General and administrative 77,046 55,237 68,116
expenses -------- -------- --------
Total costs and expenses 1,142,898 745,163 800,487
-------- -------- --------
Operating income (loss) (300,442 ) 211,871 194,625
Interest expense (35,656 ) (33,709 ) (31,518 )
Other expense, net (4,463 ) (861 ) (1,699 )
-------- -------- --------
Earnings (loss) before extraordinary (340,561 ) 177,301 161,408
item
Extraordinary loss on early (14,474 ) - -
retirement of debt -------- -------- --------
Earnings (loss) $ (355,035 ) $ 177,301 $ 161,408
======== ======== ========
Earnings (loss) per unit $ (3.43 ) $1.71 $1.56
======= ===== =====
Average units outstanding 103,466 103,466 103,487
======= ======= =======
Distributions per publicly held
unit:
Cash $1.340 $2.435 $2.415
====== ====== ======
Property $1.214 $ - $ -
====== ====== ======
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
BALANCE SHEET
December 31,
1997 1996
-------- --------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 17,439 $ 19,395
Accounts receivable:
Customers 35,683 43,068
Other 11,619 27,530
Inventories:
Products 98,925 106,002
Materials and supplies 27,086 35,156
Prepaid expenses and other 2,401 4,845
------- --------
Total current assets 193,153 235,996
Property, plant and equipment, net 432,438 919,237
Other assets 39,945 44,545
------- --------
Total assets $ 665,536 $1,199,778
======= ========
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued liabilities $ 94,734 $ 146,566
Short-term debt and current maturities of long- 14,285 373
term debt ------- --------
Total current liabilities 109,019 146,939
Long-term debt, less current portion 505,523 403,030
Reclamation and mine shutdown reserves 38,288 96,135
Accrued postretirement benefits and other 181,064 194,026
liabilities
Partners' capital (deficit) (168,358 ) 359,648
------- --------
Total liabilities and partners' capital $ 665,536 $1,199,778
======= ========
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
STATEMENT OF CASH FLOW
Years Ended December 31,
1997 1996 1995
---- ---- ----
(In thousands)
Cash flow from operating activities:
Earnings (loss) $(355,035 ) $177,301 $ 161,408
Adjustments to reconcile earnings
(loss) to net cash provided by
operating activities:
Sulphur asset impairment charge
384,500 - -
Depreciation, depletion and
amortization 43,058 36,985 44,830
Gain on IMC-Agrico investment - (11,917 ) -
Oil and gas exploration expenses
15,817 2,485 -
Cash distributions from IMC-Agrico
in excess of interest in capital
34,286 49,354 40,835
Reclamation and mine shutdown (26,568 ) (11,336 ) (10,545 )
expenditures
(Increase) decrease in working
capital, net of effect of
acquisitions:
Accounts receivable (14,779 ) 13,666 (13,252 )
Inventories (16,879 ) (23,405 ) 4,471
Prepaid expenses and other 1,152 (1,191 ) (2,413 )
Accounts payable and accrued
liabilities (4,360 ) 2,696 39,630
Other 42,174 17,295 19,980
------- ------- -------
Net cash provided by operating 103,366 251,933 284,944
activities ------- ------- -------
Cash flow from investing activities:
Capital expenditures (72,383 ) (53,580 ) (39,485 )
Mallinckrodt purchase - - (46,200 )
Other (8,218 ) 4,000 1,906
------- ------- -------
Net cash used in investing (80,601 ) (49,580 ) (83,779 )
activities ------- ------- -------
Cash flow from financing activities:
Distributions to partners (119,556 ) (222,11 ) (202,54 )
9 1
Proceeds from debt 560,528 255,268 648,343
Repayment of debt (442,400 ) (386,44 ) (632,25 )
6 7
Cash transferred to FSC (23,293 ) - -
Purchase of Partnership units - - (2,061 )
Proceeds from sale of notes - 147,831 -
------- ------- -------
Net cash used in financing (24,721 ) (205,46 ) (188,51 )
activities ------- 6 6
------- -------
Net increase (decrease) in cash and (1,956 ) (3,113 ) 12,649
cash equivalents
Cash and cash equivalents at 19,395 22,508 9,859
beginning of year ------- ------- -------
Cash and cash equivalents at end of $ 17,439 $ 19,395 $ 22,508
year ======= ======= =======
Interest paid $ 38,795 $ 28,256 $ 28,997
======= ======= =======
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Units Outstanding Partners' Capital
------------------------ ------------------------
General Limited Total General Limited Total
------- ------- ----- ------- ------- -----
(In thousands)
Balance at January
1, 1995 53,205 50,398 103,603 $229,892 $217,768 $ 447,660
Earnings - - - 83,014 78,394 161,408
Partnership
distributions - - - (81,102 )(121,439 ) (202,541 )
Purchase of
Partnership units
- (137 ) (137 ) (764 ) (1,297 ) (2,061 )
FTX purchase of
Partnership units
117 (117 ) - 443 (443 ) -
Reallocation caused
by dis-
proportionate - - - (23,038 ) 23,038 -
distributions ------ ------ ------ ------ ------ ------
Balance at December
31, 1995
53,322 50,144 103,466 208,445 196,021 404,466
Earnings - - - 91,455 85,846 177,301
Partnership
distributions - - - (100,125 )(121,994 )( 222,119 )
FTX purchase of
Partnership units
63 (63 ) - 224 (224 ) -
Reallocation caused
by dis-
proportionate - - - (14,432 ) 14,432 -
distributions ----- ----- ----- ----- ----- -----
Balance at
December 31, 1996
53,385 50,081 103,466 185,567 174,081 359,648
Loss
- - - (183,187 )(171,848 )( 355,035 )
Partnership
distributions - - - ( 52,448 )( 67,108 )( 119,556 )
Distribution of FSC
shares - - - ( 30,142 )( 28,277 )( 58,419 )
Other 2,582 2,422 5,004
Reallocation
caused by dis-
proportionate - - - (9,239 ) 9,239 -
distributions ----- ----- ----- ----- ----- -----
Balance at December
31, 1997 53,385 50,081 103,466 $(86,867 )$(81,491 )$(168,358 )
===== ===== ===== ===== ===== =====
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Ownership. The financial statements of Phosphate
Resource Partners Limited Partnership (PLP or Company), formerly Freeport-
McMoRan Resource Partners, Limited Partnership, a Delaware limited
partnership, include all majority-owned subsidiaries. Investments in less
than 20 percent-owned affiliates are reflected using the cost method.
Investments in joint ventures and partnerships, including IMC-Agrico Company
(IMC-Agrico) and the McMoRan Oil & Gas Co. (MOXY) Exploration Program (MOXY
Exploration Program) (see Note 3, "IMC-Agrico and MOXY," for further detail),
are reflected using the proportionate consolidation method in accordance with
standard industry practice. The MOXY Exploration Program is proportionately
consolidated at a rate of 56.4 percent of the exploration costs and 47.0
percent of the profits derived from oil and gas producing properties. The
activities of IMC-Agrico include the mining and sale of phosphate rock, and
the production, distribution and sale of concentrated phosphates, animal feed
ingredients, uranium oxide and related products. Through its joint venture
with IMC-Agrico, PLP operates in a single reportable industry segment at
December 31, 1997. All significant intercompany transactions have been
eliminated. Certain prior year amounts have been reclassified to conform to
the current year presentation.
Use of Estimates. Management is required to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Cash and Cash Equivalents. Highly liquid investments purchased with a
maturity of three months or less are considered cash equivalents. IMC-
Agrico's cash and cash equivalents are not available to PLP until a
distribution is paid by IMC-Agrico (see Note 3, "IMC-Agrico and MOXY," for
further detail).
Concentration of Credit Risk. Domestically, IMC-Agrico sells it products to
crop nutrient manufacturers, distributors and retailers primarily in the
midwestern and southeastern United States. Internationally, IMC-Agrico's
products are sold primarily through a United States export association. In
1997, sales of phosphate crop nutrients to China accounted for approximately
25.0 percent of IMC-Agrico's net sales. No single customer or group of
affiliated customers accounted for more than ten percent of IMC-Agrico's net
sales.
Accounts Receivable. Under an agreement with a financial institution,
IMC-Agrico Receivables Company, L.L.C. a special purpose limited liability
company of which IMC-Agrico is the sole equity owner, may sell, on an ongoing
basis, an undivided percentage interest in a designated pool of receivables
in an amount not to exceed $65.0 million. Accounts receivable at December
31, 1997 and 1996 were net of $25.5 million and $23.9 million of receivables
sold, respectively.
Inventories. Inventories are valued at the lower of cost or market (net
realizable value). Cost for substantially all inventories is determined on a
cumulative annual-average cost basis.
Property, Plant and Equipment. Property (including mineral deposits), plant
and equipment are carried at cost. Cost of significant assets includes
capitalized interest incurred during the construction and development period.
Expenditures for replacements and improvements are capitalized; maintenance
and repair expenditures, except for repair and maintenance overhauls
(Turnarounds), are charged to operations when incurred. Expenditures for
Turnarounds are deferred when incurred and amortized into cost of goods sold
on a straight-line basis, generally over an 18-month period. Turnarounds are
large-scale maintenance projects that are performed regularly, usually every
18 to 24 months, on average. Turnarounds are necessary to maintain the
operating capacity and efficiency rates of the production plants. The
deferred portion of the Turnaround expenditures is classified in other assets
in the Balance Sheet.
PLP follows the successful efforts method of accounting for its oil and
gas exploration and development activities. Costs of exploratory wells are
capitalized pending determination of whether the wells find proved reserves.
Cost of leases, productive exploratory wells and development activities are
also capitalized. Other exploration costs are expensed. Depreciation and
amortization is determined on a field-by-field basis using the unit-of-
production method. Gains or losses are included in earnings when properties
are sold.
Depreciation and depletion expenses for mining operations, including
mineral interests, are determined using the unit-of-production method based
on estimates of recoverable reserves. Other asset classes or groups are
depreciated or amortized on a straight-line basis over their estimated useful
lives as follows: buildings, 17 to 45 years; machinery and equipment, three
to 25 years; and leasehold improvements, over the lesser of the remaining
useful life of the asset or the remaining term of the lease.
In 1995, PLP adopted Statement of Financial Accounting Standard (SFAS)
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed of," which requires an assessment of the carrying
value of long-lived assets and a reduction of such carrying value to fair
value when events or changes in circumstances indicate that the carrying
amount may not be recoverable. PLP adopted SFAS No. 121 effective January 1,
1995. As a result of a review of its sulphur assets at September 30, 1997,
PLP concluded that the carrying value of its Main Pass sulphur mine assets
exceeded the undiscounted estimated future net cash flows, such that an
impairment writedown of $375.5 million was required. A similar analysis of
the Culberson, Texas sulphur mine assets, based on a reassessment of
recoverable reserves utilizing recent production history, also indicated an
impairment writedown of $9.0 million was required. Fair values were
determined using discounted estimated future cash flows related to these
assets and the writedowns are included in cost of sales in the Statement of
Operations.
Environmental Remediation and Compliance. PLP's activities include the
mining of phosphate and the manufacturing of crop nutrients. These
operations are subject to extensive federal, state and local environmental
regulations in the United States, including laws related to air and water
quality; management of hazardous and solid wastes; management and handling of
raw materials and products; and the restoration of lands disturbed by mining
and production activities. Expenditures that relate to an existing condition
caused by past operations of PLP or prior land owners, and which do not
contribute to current or future revenue generation, are charged to
operations. Liabilities are recorded for identified sites when: (i)
litigation has commenced or (ii) a claim or assessment has been asserted or
is probable and the likelihood of an unfavorable outcome is probable.
In 1997, PLP adopted Statement of Position 96-1, "Environmental
Remediation Liabilities," promulgated by the American Institute of Certified
Public Accountants, which provides guidance for the accrual of environmental
remediation costs. Adoption of this statement did not have a material
adverse effect on PLP's financial statements.
Income Taxes. PLP is not a taxable entity; therefore, no income taxes are
reported in its financial statements.
Recently Issued Accounting Standards. In June 1997, SFAS No. 130, "Reporting
Comprehensive Income," was issued. This statement establishes standards of
reporting and display of comprehensive income and its components in a full
set of general purpose financial statements. This statement will be
effective for the Company's year ending December 31, 1998 and requires
restatement of prior periods. Adoption of this statement is not expected to
significantly alter the Company's financial statement presentation.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," was issued. This statement changes the way public
companies report segment information in annual financial statements and also
requires those companies to report selected segment information in interim
financial reports to stockholders. This statement will be effective for the
Company's year ending December 31, 1998. Adoption of this statement will
result in additional disclosures.
2. FREEPORT-MCMORAN INC. MERGER
In December 1997, Freeport-McMoRan Inc. (FTX), the administrative managing
general partner and owner of a 51.6 percent interest in PLP, merged into IMC
Global Inc. (IMC), PLP's joint venture partner in IMC-Agrico (FTX Merger).
The FTX Merger resulted in the dissolution of FTX and IMC becoming the
administrative managing general partner of PLP. In connection with the FTX
Merger, PLP's sulphur business and certain oil and gas operations, including
its 58.3 percent interest in the Main Pass 299 sulphur and oil property (Main
Pass), together with IMC's 25.0 percent interest in Main Pass, were
transferred to Freeport-McMoRan Sulphur Inc. (FSC), a newly formed public
entity whose common stock was distributed pro rata to PLP's unitholders,
including FTX. FTX in turn distributed FSC shares received to its
shareholders. Except where otherwise noted, the accounting policies
described above and in the following notes relate to PLP's ongoing
operations, consisting principally of its (i) interest in IMC-Agrico and (ii)
oil and gas exploration activities.
3. IMC-AGRICO AND MOXY
IMC-Agrico. In January 1996, PLP and IMC entered into certain amendments to
the Partnership Agreement. Effective March 1, 1996, there was a shift of
0.85 percent cash interest in IMC-Agrico from IMC to PLP. Effective July 1,
1997, PLP's share of cash distributions decreased to approximately 41.5
percent. IMC-Agrico's assets are not available to PLP until distributions
are paid by IMC-Agrico.
MOXY. At December 31, 1997 FRP owned 3.85 million shares, or approximately
9.0 percent, of the outstanding common shares of MOXY. PLP acquired these
shares as part of a recapitalization plan whereby MOXY raised net proceeds of
$92.2 million in a November 1997 equity offering. The MOXY common stock was
acquired by PLP for $13.5 million at the same price as existing MOXY
shareholders. Proceeds from this offering were used to fund the purchase
from PLP of two producing oil and gas fields and MOXY's program debt due a
third party under a previous oil and gas exploration program for $44.5
million, after adjustments for post-closing revenues and expenses. No gain
or loss was recognized on this sale, as PLP had purchased these assets for an
equivalent amount, together with an inventory of eight exploration prospects
in the offshore Gulf of Mexico (Gulf) for $5.0 million, from the third party
in August 1997. MOXY will use the remaining proceeds to fund its share of an
aggregate $210.0 million, multi-year oil and gas exploration program to
explore and develop prospects primarily offshore in the Gulf and onshore in
the Gulf Coast area with PLP. PLP and MOXY contributed their interests in
the previous program's exploration properties and their joint interests in
certain other properties to the MOXY Exploration Program. Under this program
most exploration expenditures will be shared 56.4 percent by PLP, 37.6
percent by MOXY and 6.0 percent by an individual investor, with all other
costs and revenues shared 47.0 percent by PLP, 48.0 percent by MOXY and 5.0
percent by the individual investor.
4. PROPERTY, PLANT AND EQUIPMENT
PLP's investment in property, plant and equipment at December 31 is
summarized as follows (in millions):
1997 1996
---- ----
Land $ 27.3 $ 26.0
Mineral properties and rights 188.5 373.9
Buildings 74.8 690.7
Machinery and equipment 709.6 778.1
Construction in progress 24.5 9.0
------ ------
1,024.7 1,877.7
Accumulated depreciation, (592.3 ) (958.5 )
depletion and amortization ------ ------
Net property, plant and $ 432.4 $ 919.2
equipment ====== ======
The decline in net property, plant and equipment is primarily related to
(i) the sulphur impairment charge (see Note 1, "Summary of Significant
Accounting Policies," for further detail) and (ii) the spin-off of FSC (see
Note 2, "Freeport-McMoRan Inc. Merger," and Note 5, "Distributions," for
further detail). At December 31, 1997, idle facilities of IMC-Agrico
included three phosphate rock mines, one concentrated phosphate mine and two
uranium oxide extraction and processing facilities. The net book value of
these facilities totaled $11.1 million. In the opinion of management, the
net book value of IMC-Agrico's idle facilities is not in excess of net
realizable value.
5. DISTRIBUTIONS
Cash Distributions. In January 1998, PLP announced that it would not make a
cash distribution for the quarter ended December 31, 1997. PLP's
distributable cash is now shared ratably by PLP's public unitholders and its
administrative managing general partner, except that the administrative
managing general partner will be entitled to receive unpaid cash
distributions from previous quarters ($431.3 million unpaid at March 20,
1998) from one-half of the quarterly distributable cash after the payment of
60 cents per unit to all PLP unitholders.
Freeport-McMoRan Sulphur Inc. As discussed previously, in December 1997 PLP
distributed common shares of its newly formed, wholly owned subsidiary, FSC,
to PLP's unitholders. The net assets transferred to FSC, excluding IMC's
25.0 percent interest in Main Pass which had a carrying value of $19.1
million, at PLP's historical cost are detailed below (in millions):
Cash and cash equivalents $ 23.3
Accounts receivable 34.5
Inventories 31.9
Property, plant and equipment, net 110.5
Other assets 18.2
Current liabilities (35.5 )
Reclamation and mine shutdown reserves (63.2 )
Accrued pension and non-current liabilities (61.3 )
-----
$ 58.4
=====
6. FINANCING ARRANGEMENTS
December 31,
----------------
1997 1996
------- ------
(In millions)
Notes payable to IMC $300.1 $ -
Revolving credit agreement, average rate 6.3%
in 1997 and 6.4% in 1996 - 50.0
7.0% Senior Debentures due 2008 150.0 150.0
8.75% Senior Subordinated Notes due 2004 5.7 150.0
IMC-Agrico debt 50.1 53.4
----- -----
505.9 403.4
Less current maturities 0.4 0.4
----- -----
$505.5 $ 403.0
===== =====
Short-term borrowings were $13.9 million as of December 31, 1997, which
primarily consisted of the portion of the sale of receivables classified as
short-term debt as of December 31, 1997, as required by SFAS No. 125.
The weighted average interest rate on short-term borrowings was 5.9
percent.
In connection with the FTX Merger, PLP entered into two separate
agreements with IMC (IMC Agreements). One agreement is a variable rate
demand note for up to $200.0 million, while the other agreement is a 8.75
percent demand note for up to $150.0 million. Interest under the IMC
Agreements is payable quarterly. On December 31, 1997, approximately $300.1
million, in the aggregate, was outstanding under the IMC Agreements. These
balances have been included in long-term debt on the Balance Sheet.
Immediately following the FTX Merger, PLP utilized the proceeds from the
IMC Agreements (Proceeds) to complete a tender offer for $144.3 million of
its outstanding $150.0 million principal amount of its 8.75 percent senior
subordinated notes (Senior Subordinated Notes) due 2004. Additionally,
utilizing the Proceeds , PLP repaid all outstanding amounts under, and
terminated, its then-outstanding revolving credit agreement (Credit
Agreement). As a result of both of these transactions, PLP recorded an
extraordinary charge of $14.5 million primarily for the redemption premium
incurred and the write-off of previously deferred finance charges.
In December 1997, IMC-Agrico repaid all outstanding amounts under, and
terminated, its then-outstanding revolving credit agreement. IMC-Agrico
simultaneously entered into a variable rate demand note payable to IMC
(IMC-Agrico Facility) for borrowings up to $125.0 million. On December 31,
1997, $92.9 million was outstanding under the IMC-Agrico Facility. In
addition, IMC entered into credit facilities with a group of banks which
stipulate that IMC and certain of its subsidiaries may borrow up to $350.0
million under a revolving credit facility expiring December 1998 and $650.0
million under a long-term credit facility expiring December 2002,
(collectively, IMC Credit Facilities). The IMC Credit Facilities have a
letter of credit subfacility for up to $100.0 million. Borrowings under the
IMC Credit Facilities are unsecured and bear interest at rates based on
LIBOR. In addition, the IMC Credit Facilities have certain financial ratio
and other covenants.
On December 31, 1997, the estimated fair value of long-term debt described
above was approximately the same as the carrying amount of such debt on the
Balance Sheet. The fair value was calculated in accordance with the
requirements of SFAS No. 107, "Disclosures About the Fair Value of Financial
Instruments," and was estimated by discounting the future cash flows using
rates currently available to PLP for debt instruments with similar terms and
remaining maturities.
Scheduled maturities of long-term debt for each of the five succeeding
years based on the amounts and terms outstanding at December 31, 1997,
excluding amounts outstanding under the IMC Agreements and IMC-Agrico
Facility, are $0.4 million in 1998, $0.5 million in 1999, none in 2000
through 2001 and $166.9 million due in 2002 and thereafter.
7. PENSION AND OTHER EMPLOYEE BENEFITS
Management Services Agreement. Prior to the FTX Merger, FTX furnished
certain management and administrative services to PLP under a management
services agreement. These costs, which included related overhead, totaled
$10.5 million in 1997, $10.0 million in 1996 and $38.9 million in 1995
(including $15.3 million for stock appreciation rights costs resulting from
the rise in FTX's common stock price during the year). In 1996, FM Services
Company (FMS), an entity previously affiliated with FTX, began providing
certain services that were previously provided by FTX on a similar cost-
reimbursement basis, totaling $17.5 million in 1997 and $16.8 million in
1996. IMC and FMS have agreed for certain such services to continue to be
provided to PLP on a cost reimbursement basis. PLP has no employees.
Pensions. Substantially all individuals who perform services for IMC-Agrico
are employed by IMC-Agrico MP, Inc. (MP Co.). This includes former employees
of each Partner who were transferred to MP Co. when IMC-Agrico was formed.
As a result, on July 1, 1993, MP Co. established non-contributory pension
plans that cover substantially all of its employees who perform services for
IMC-Agrico. Benefits are based on a combination of years of service and
compensation levels, depending on the plan. Generally, contributions to the
plans are made to meet minimum funding requirements of the Employee
Retirement Income Security Act of 1974. The expense related to such plans is
charged by MP Co. to IMC-Agrico. Employees in the United States and Canada
whose pension benefits exceeded Internal Revenue Code limitations are covered
by supplementary non-qualified, unfunded pension plans.
The components of PLP's net pension expense related to the MP Co. plans
for the years ended December 31, computed actuarially, were as follows:
1997 1996 1995
---- ---- ----
(In millions)
Service cost for benefits earned during the year $ 2.6 $ 2.1 $ 1.7
Interest cost on projected benefit obligation 1.4 1.0 0.7
Return on plan assets (1.7 ) (0.5 ) (0.3 )
Net amortization and deferral 1.8 0.6 0.5
Net curtailment loss 2.1 - -
---- ---- ----
Total pension expense $ 6.2 $ 3.2 $ 2.6
==== ==== ====
During 1997, MP Co. employees and certain IMC employees who provide
services to IMC-Agrico and PLP, were given the option to remain in the
current pension plan or transfer to a newly created defined contribution
plan, effective January 1, 1998. As a result, under the provisions of SFAS
No. 88, "Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits," PLP recognized a $4.4 million
curtailment loss for the year ended December 31, 1997.
In certain of these plans, the plan assets, (which consist of shares of a
short-intermediate bond fund and a mutual fund) exceed the accumulated
benefit obligations (overfunded plans) and the remainder of the plans, the
accumulated benefit obligations exceed the plan assets (underfunded plans).
The funded status, based on an October 1 measurement date, of the MP Co.'s
pension plans and amounts recognized in PLP's balance sheets as of
December 31 were as follows:
Overfunded Plans Underfunded Plans
---------------- -----------------
1997 1996 1997 1996
---- ---- ---- ----
(In millions)
Plans' assets at fair value $ 3.6 $ 2.8 $ 9.4 $ 4.5
Actuarial present value of projected
benefit obligations:
Vested benefits 2.1 1.3 20.9 5.8
Nonvested benefits 0.7 0.5 2.8 1.6
---- ---- ---- ----
Accumulated benefit obligations 2.8 1.8 23.7 7.4
Projected future salary increases 5.5 5.4 5.5 4.3
---- ---- ---- ----
Total projected benefit 8.3 7.2 29.2 11.7
obligations ---- ---- ---- ----
Plans' assets less than projected 4.7 4.4 19.8 7.2
benefit obligations
Items not yet recognized in
earnings:
Unrecognized prior service cost (0.5 ) (1.4 ) (3.0 ) (3.1 )
Unrecognized net gain (loss) (1.9 ) (2.3 ) (1.7 ) (1.7 )
Additional minimum liability - - 2.4 1.9
Fourth quarter contributions - (0.2 ) (0.2 ) (0.3 )
---- ---- ---- ----
Accrued pension liability $ 2.3 $ 0.5 $17.3 $ 4.0
==== ==== ==== ====
The increase in the accrued pension liability as of December 31, 1997 is
primarily the result of the additional retirement benefits.
1997 1996 1995
Discount rate 7.5% 7.5% 8.2%
Long-term rate of return on assets 8.5% 8.5% 8.5%
Rate of increase in compensation levels 5.0% 5.0% 5.0%
MP Co. also has defined contribution pension and investment plans (Plans)
for certain of its employees. Under each of the Plans, participants are
permitted to defer a portion of their compensation whereas MP Co.
contributions to the Plans are based on a percentage of wages earned by the
eligible employees. The expense related to such Plans is charged by MP Co.
to IMC-Agrico. PLP's expense for such Plans totaled $1.6 million, $1.5
million and $2.1 million for the years ended December 31, 1997, 1996 and
1995, respectively.
In addition, certain IMC employees also provide services to IMC-Agrico and
PLP. Such employees are covered by pension plans sponsored by IMC. The cost
of providing such services as well as the related pension expense is charged
to MP Co. and, in turn, to IMC-Agrico. PLP's share of pension expense for
such employees totaled $4.3 million ($2.0 million in 1996 and 1995), of which
$2.3 million represents curtailment loss, for the year ended December 31,
1997.
Prior to the FTX Merger, certain FTX and FMS employees providing services
to PLP were covered by pension plans sponsored by FTX and FMS. IMC assumed
the FTX plans upon consummation of the FTX Merger. The accumulated benefits
and plan assets were not separately determined. The amounts allocable to PLP
under these plans were not material and are included in the management
services agreement costs disclosed above.
Other Postretirement Benefits. Prior to the FTX Merger, FTX and FMS provided
certain health care and life insurance benefits for retired employees. The
related expense allocated from FTX totaled $4.3 million in 1997 (including
$0.7 million for service cost and $3.6 million in interest for prior period
services), $4.5 million in 1996 (including $1.2 million for service cost and
$5.8 million in interest for prior period services, partially offset by net
amortization and deferral of $2.5 million) and $8.9 million in 1995
(including $1.2 million for service cost and $7.7 million in interest for
prior period services). PLP's share of the FMS plan was not significant for
1997, 1996 or 1995.
MP Co. provides certain health care benefit plans for retired employees.
Certain plans are contributory and certain plans are non-contributory and
contain certain other cost sharing features such as deductibles and
coinsurance. The plans are unfunded. Employees are not vested and such
benefits are subject to change. The expense related to such plans is charged
by MP Co. to IMC-Agrico and PLP's share totaled $0.9 million in 1997, $0.7
million in 1996 and $0.5 million in 1995.
For those employees who provide services to IMC-Agrico but were included
in health care benefit plans of IMC, the cost of providing such benefits is
charged by IMC to MP Co., and in turn, to IMC-Agrico. Postretirement
benefits other than pensions (OPEBS) expense for such employees was
insignificant for the years ended December 31, 1997 and 1996.
The components of the PLP's OPEBS liability, including PLP's share of the
MP Co. OPEBS liability, at December 31 were as follows (in millions):
1997 1996
------ ------
Retirees $ 114.5 $ 67.9
Fully eligible - 2.3
Not fully eligible 7.0 11.0
----- -----
Total 121.5 81.2
----- -----
Items not yet recognized in earnings:
Unrecognized prior service cost 0.7 1.4
Unrecognized net (loss) gain (1.2 ) 35.6
----- -----
Accrued postretirement benefits liability $ 121.0 $ 118.2
===== =====
The primary reason for the change in the components of the accrued
postretirement benefits liability as of December 31, 1997 is the result of
the required accounting in accordance with AICPA Accounting Principles Board
Opinion No. 16, "Business Combinations," and FAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," necessitated by
the FTX Merger.
If the health care trend rate assumptions were increased by one percent,
the accumulated postretirement benefit obligation would increase by 7.5
percent as of December 31, 1997. This would have the effect of a 6.4 percent
increase on OPEBS expense in 1997.
MP Co. also provides benefits such as workers' compensation and
disability to certain former or inactive employees after employment but
before retirement. The plans are unfunded. Employees are not vested and the
plan benefits are subject to change.
8. COMMITMENTS AND CONTINGENCIES
IMC purchases sulphur, natural gas and ammonia from third parties under
contracts extending in some cases, for multiple years. Purchases under these
contracts are generally at prevailing market prices. These contracts
generally range from one to four years. IMC also purchases its sulphur
requirements from FSC under an agreement which extends over the life of the
joint venture. Since the term of the sulphur purchase commitment is
indeterminable, the dollar value of such commitments has been excluded from
the schedule below after the year 2002.
IMC-Agrico leases various types of properties, including buildings and
structures, railcars and various types of equipment through operating leases.
Lease terms generally range from three to five years, although some have
longer terms.
Summarized below is a schedule of IMC-Agrico's future minimum long-term
purchase commitments and lease payments under non-cancelable operating leases
as of December 31, 1997:
Purchase Lease
Commitments Commitments
----------- -----------
1998 $ 314.0 $ 15.9
1999 262.7 16.0
2000 153.0 16.0
2001 148.9 16.1
2002 148.9 12.7
Subsequent years 16.0
------- -------
$ 1,027.5 $ 92.7
======= =======
IMC-Agrico's rental expense under non-cancelable operating leases for
1997, 1996 and 1995 amounted $22.8 million, $20.3 million and $16.8 million,
respectively.
IMC-Agrico also sells phosphate rock and concentrated phosphates to
customers and IMC under contracts extending in some cases for multiple years.
Sales under these contracts, except for certain phosphate rock sales which
are at prices based on IMC-Agrico's cost of production, are generally at
prevailing market prices.
Property Reserves. In October 1996, IMC-Agrico signed an agreement with
Consolidated Minerals, Inc. (CMI) for the purchase of real property (CMI
Agreement) containing approximately 100 million tons of phosphate rock
reserves. In connection with the purchase, IMC-Agrico has agreed to obtain
all environmental, regulatory and related permits necessary to commence
mining on the property.
Within five years from the date of the CMI Agreement, IMC-Agrico is
required to provide notice to CMI regarding one of the following: (i) whether
they have obtained the permits necessary to commence mining any part of the
property, (ii) whether they wish to extend the permitting period for an
additional three years or (iii) whether they wish to decline to extend the
permitting period. If the permits necessary to commence mining the property
are obtained, IMC-Agrico is obligated to pay CMI an Initial Royalty (as
defined in the CMI Agreement) of $28.9 million. In addition to the Initial
Royalty payment, IMC-Agrico is required to pay CMI a mining royalty on
phosphate rock mined from the property to the extent permits are obtained.
Environmental. The historical use and handling of regulated substances and
crop nutrient products in the normal course of the Company's business has
resulted in contamination at facilities presently or previously owned or
operated by the Company. The Company has also purchased facilities that were
contaminated by previous owners through their use and handling of regulated
substances. Spills or other unintended releases of regulated substances have
occurred in the past, and potentially could occur in the future, possibly
requiring the Company to undertake or fund cleanup efforts. The Company
cannot estimate the level of expenditures that may be required in the future
to clean up contamination from the handling of regulated substances or crop
nutrients.
At some locations, the Company has agreed, pursuant to consent orders
with the appropriate governmental agencies, to undertake certain
investigations (which currently are in progress) to determine whether
remedial action may be required to address contamination. The cost of any
remedial actions that ultimately may be required at these sites currently
cannot be determined.
PLP has a third party indemnification for environmental remediation costs
on certain identified sites and the third party has assumed management of
remedial activities and all future expenditures for the indemnified sites.
Based on PLP's review of the potential liabilities and the third party's
financial condition, PLP concluded that it is remote that PLP would have any
future liability at the indemnified sites. PLP believes its exposure on
other sites for which notification has been received will not exceed amounts
accrued and expects that any costs would be incurred over a period of years.
The costs associated with those sites for which notifications have not been
received are uncertain and cannot be estimated at present. However, PLP
believes that these costs, should they be incurred, will not have a material
adverse effect on its operations or financial position.
MOXY Exploration Funding. See Note 3, "IMC-Agrico and MOXY," for detail
related to the MOXY Exploration Program funding requirements.
9. ACQUISITIONS
In 1995, IMC-Agrico acquired the animal feed ingredients business of
Mallinckrodt Group Inc. PLP funded its portion of the purchase price with
borrowings under its Credit Agreement. The purchase price allocation follows
(in millions):
Current assets $19.5
Property, plant and equipment 35.3
Current liabilities (8.6 )
----
Net cash investment $46.2
====
In 1995, PLP acquired essentially all of the domestic assets of Pennzoil
Company's sulphur division, including the Culberson sulphur mine in west
Texas. Under the terms of the purchase, Pennzoil received quarterly payments
from PLP totaling $2.1 million in 1997, $2.0 million in 1996 and $5.2 million
in 1995. The purchase price allocation follows (in millions):
Current assets $ 5.6
Property, plant and equipment 48.9
Current liabilities (7.5 )
Reclamation and mine shutdown (15.2 )
reserves
Accrued long-term liabilities (31.8 )
-----
Net cash investment $ -
=====
Accrued long-term liabilities included the estimated future installment
payments based on the prevailing sulphur price at the time of acquisition.
In connection with the FTX Merger, these net assets were transferred to, and
the terms of the purchase agreement with Pennzoil were assumed, by FSC. See
Note 2, "Freeport-McMoRan Inc. Merger," for further detail.
10. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(In millions, except per unit amounts)
Quarter
-----------------------------------
First(a) Second Third(b) Fourth(c) Year(d)
- --------------------------------------------------------------------------
1997
Revenues $ 211.8 $ 228.8 $ 196.3 $ 205.6 $ 842.5
Operating income (loss) 38.1 39.6 (357.6 ) (20.5 ) (300.4 )
Earnings (loss) 29.2 30.6 (366.6 ) (48.2 ) (355.0 )
Earnings (loss) per unit 0.28 0.30 (3.54 ) (0.47 ) (3.43 )
- --------------------------------------------------------------------------
1996
Revenues $ 256.7 $ 242.7 $ 222.5 $ 235.1 $ 957.0
Operating income (loss) 71.5 47.9 46.4 46.1 211.9
Earnings (loss) 62.7 39.5 37.9 37.2 177.3
Earnings (loss) per unit 0.61 0.38 0.37 0.36 1.71
a. Includes a gain of $11.9 million ($0.12 per unit) in 1996 resulting from
the increase in PLP's ownership of IMC-Agrico and a $3.0 million charge
($0.03 per unit) in 1996 for asset valuations at IMC-Agrico.
b. Includes a $384.5 million charge ($3.72 per unit) in 1997 for an
impairment assessment of sulphur assets.
c. Includes charges in 1997 totaling $22.6 million ($0.22 per unit) related
to the FTX Merger, and an extraordinary charge of $14.5 million ($0.14 per
unit) primarily for redemption premiums associated with the early retirement
of debt.
d. Due to weighted average unit differences, when stated on a quarter and
year-to-date basis, the earnings (loss) per unit for the years ended December
31, 1997 and 1996 do not equal the sum of the respective earnings (loss) per
unit for the four quarters then ended.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
As of December 22, 1997 PLP filed a Current Report on Form 8-K reporting
events under items 1 and 4 thereof, and subsequently on February 5, 1998, PLP
filed an amendment on Form 8-K/A. The event reported under item 1 addressed
the change in control of PLP following the merger of FTX, 51.6 percent owner
and administrative managing general partner of PLP, with IMC as the surviving
entity. As a result, IMC assumed 51.6 percent ownership and became
administrative managing general partner of PLP under the limited partnership
agreement of PLP.
The event reported under item 4 addressed the change in PLP's
independent public accountants. As a result of the FTX Merger, Arthur
Andersen LLP was replaced as the principal independent auditor of PLP by
Ernst & Young LLP effective December 22, 1997. The report of Arthur Andersen
LLP on the financial statements of PLP for the past two years, which
expressed reliance on certain audit work performed by Ernst & Young LLP
relative to PLP's joint venture interest in IMC-Agrico, did not contain an
adverse opinion or a disclaimer of an opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. During
PLP's two most recent fiscal years and the interim period ended December 22,
1997, (i), there were no disagreements with Arthur Andersen LLP on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure and (ii) there were no "reportable events" (as
defined in Rule 304(a) (1) (v) of Regulation S-K).
PART III
Item 10. Directors and Executive Officers of the Registrant.
As a limited partnership PLP has no directors. IMC, as the managing
general partner of PLP, performs comparable functions for PLP. PLP does not
employ any executive officers; however, certain management functions are
provided to PLP by IMC, as administrative managing general partner. These
functions are provided by executive officers and other employees of IMC.
Section 16(a) Beneficial Ownership Reporting Compliance
Because IMC is the administrative managing general partner of PLP,
certain officers of IMC who perform policy-making functions for PLP are
subject to the reporting requirements of Section 16 of the Exchange Act of
1934, as amended. Initial Statements of Beneficial Ownership on Form 3 were
not timely filed for Messrs. Lynn F. White and Marschall I. Smith (Messrs.
White and Smith did not hold any units of PLP at the time the Form 3s were
required to have been filed.)
Item 11. Executive Compensation.
PLP does not employ any executive officers and no compensation was
provided by PLP to any executive officer for services rendered in any
capacity in 1997. Prior to the FTX Merger, the services of executive
officers of PLP were provided to PLP by FTX as provided in the PLP
partnership agreement, for which PLP reimbursed FTX at its cost, including
allocated overhead. Subsequent to the FTX Merger, IMC provides services to
PLP as provided in the PLP partnership agreement, for which PLP reimburses
IMC at its cost, including allocated overhead. Certain services provided by
IMC, as administrative managing general partner, on behalf of PLP are
provided by executive officers and other employees of IMC. In accordance
with the PLP partnership agreement, IMC is reimbursed on a monthly basis for
expenses incurred on behalf of PLP. Reference is made to the information set
forth in Part I, Items 1 and 2, "Business and Properties - Relationship
between the Company and IMC," of this Annual Report on Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table contains certain information concerning the
beneficial ownership of PLP units as of December 31, 1997 by each person
known by PLP to be the beneficial owner of more than five percent of any
class of PLP equity security, determined in accordance with Rule 13d-3 of the
Securities and Exchange Commission (SEC) and based on information furnished
to PLP by each such person. Unless otherwise indicated, the securities shown
are held with sole voting and investment power.
Number of
PLP Units Percent
Beneficially of
Name and Address of Beneficial Owner Owned Class
- ------------------------------------ ------------ ---------
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062-6146 53,385,133(1) 51.6%
Vanguard/Windsor Fund, Inc.
Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600 8,973,200(2) 8.7%
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109 8,973,200(3) 8.7%
(1) Consists of 198,234 PLP Depositary Units, 52,149,916 PLP Unit
Equivalents and 1,036,983 of partnership interests.
(2) Based on the Schedule 13G dated February 13, 1998 that Vanguard/Windsor
Fund, Inc. filed with the SEC. Vanguard/Windsor Fund, Inc. has sole
voting power and shared investment power as to all 8,973,200 units,
consisting solely of PLP Depositary Units.
(3) Based on the Schedule 13G dated February 11, 1998 that Wellington
Management Company, LLP filed with the SEC. Wellington Management
Company, LLP has shared investment power only as to all 8,973,200 units.
Item 13. Certain Relationships and Related Transactions.
Reference is made to the information set forth in Part I, Items 1 and 2,
"Business and Properties - Relationship between the Company and IMC," and to
the information set forth in Item 11, "Executive Compensation," of this
Annual Report on Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1). Financial Statements.
--------------------
Reference is made to the Index to Financial Statements appearing on page
F-1 hereof.
(a)(2). Financial Statement Schedules.
-----------------------------
Reference is made to the Index to Financial Statements appearing on page F-
1 hereof.
(a)(3). Exhibits.
--------
Reference is made to the Exhibit Index beginning on page E-1 hereof.
(b). Reports on Form 8-K.
--------------------
During the fourth quarter and through the date of this filing, the
following reports were filed:
A report under Items 1 and 4 Dated December 22, 1997
An amended report under Item 1 Dated February 5, 1998
SIGNATURES
Pursuant to the requirements of Section 13 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, on March 31, 1998.
PHOSPHATE RESOURCE PARTNERS
LIMITED PARTNERSHIP
By: IMC GLOBAL INC.,
Its Administrative Managing
General Partner
By: /s/Robert E. Fowler, Jr.
-------------------------------------
Robert E. Fowler, Jr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 31, 1998.
Signature Title Date
- -------------------------------------------------------------------------
/s/ Robert E. Fowler, Jr. Chief Executive Officer March 31, 1998
- ------------------------- (principal executive officer),
Robert E. Fowler, Jr. President (principal operating
officer) and Director of IMC
Global Inc.
/s/ J. Bradford James Senior Vice President and March 31, 1998
- ------------------------- Chief Financial Officer of
J. Bradford James IMC Global Inc.(principal
financial officer)
/s/ Anne M. Scavone Vice President and Controller March 31, 1998
- ------------------------- of IMC Global Inc. (principal
Anne M. Scavone accounting officer)
/s/ Wendell F. Bueche Director and Chairman of the March 31, 1998
- ------------------------- Board of IMC Global Inc.
Wendell F. Bueche
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Raymond F. Bentele
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Robert W. Bruce III
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Rod F. Dammeyer
* Director of IMC Global Inc. March 31, 1998
- -------------------------
James M. Davidson
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Rene L. Latiolais
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Harold H. MacKay
* Director of IMC Global Inc. March 31, 1998
- -------------------------
David B. Mathis
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Donald F. Mazankowski
* Director of IMC Global Inc. March 31, 1998
- -------------------------
James R. Moffett
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Thomas H. Roberts, Jr.
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Joseph P. Sullivan
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Richard L. Thomas
* Director of IMC Global Inc. March 31, 1998
- -------------------------
Billie B. Turner
* By: /s/ Marschall I. Smith
----------------------------
Marschall I. Smith
Attorney-in-fact
Phosphate Resource Partners Limited Partnership
Exhibit Index
Filed with
Exhibit Incorporated Herein Electronic
No. Description By Reference to Submission
- -------------------------------------------------------------------------
3.1 Amended and Restated Agreement of Exhibit B to the
Limited Partnership of PLP dated as of Prospectus dated May
May 29, 1987 (PLP Partnership 29, 1987 included in
Agreement) among FTX, Freeport PLP's Registration
Phosphate Rock Company and Geysers Statement on Form S-1,
Geothermal Company, as general as amended, as
partners, and Freeport Minerals initially filed with
Company ("FMC"), as general partner the Commission on May
and attorney-in-fact for the limited 29, 1987 (Registration
partners, of PLP. No. 33-13513)
3.2 Amendment to the PLP Partnership Exhibit 3.2 to the 1994
Agreement dated as of December Annual Report on Form
16, 1988 effected by FMC, as 10-K
Administrative Managing General
Partner, and FTX, as General
Partner of PLP.
3.3 Amendment to the PLP Partnership Exhibit 19.2 to the
Agreement dated as of March 29, Company's March 31,
1990 effected by FMC, as 1990 Form 10-Q
Administrative Managing General
Partner, and FTX, as Managing
General Partner, of PLP.
3.4 Amendment to the PLP Partnership Exhibit 19.3 to the
Agreement dated as of April 6, Company's March 31,
1990 effected by FTX, as 1990 Form 10-Q
Administrative Managing General
Partner of PLP.
3.5 Amendment to the PLP Partnership Exhibit 3.3 to the 1991
Agreement dated as of January Annual Report on Form
27, 1992 between FTX, as 10-K
Administrative Managing General
Partner, and FMRP, as Managing
General Partner, of PLP.
3.6 Amendment to the PLP Partnership Exhibit 3.4 to the 1992
Agreement dated as of October Annual Report on Form
14, 1992 between FTX, as 10-K
Administrative Managing General
Partner, and FMRP, as Managing
General Partner, of PLP.
3.7 Amended and Restated Certificate Exhibit 3.3 to
of Limited Partnership of PLP Company's Registration
dated June 12, 1986 (PLP Statement on Form S-1,
Partnership Certificate). as amended, as
initially filed with
the Commission on June
20, 1986 (Registration
No. 33-5561)
3.8 Amendment dated as of January 9, X
1998 effected by IMC, as
Administrative Managing General
Partner, and FMRP, as Managing
General Partner of PLP.
3.9 Certificate of Amendment to the PLP Exhibit 3.6 to the 1993
Partnership Certificate dated as of Annual Report on Form
January 12, 1989. 10-K
3.10 Certificate of Amendment to the PLP Exhibit 19.1 to the
Partnership Certificate dated as of Company's March 31,
December 29, 1989. 1990 Form 10-Q
3.11 Certificate of Amendment to the Exhibit 19.4 to the
PLP Partnership Certificate Company's March 31,
dated as of April 12, 1990. 1990 Form 10-Q.
3.12 Certificate of Amendment to the X
PLP Partnership Certificate
dated as of January 9, 1998
4.1 Deposit Agreement dated as of Exhibit 28.4 to the
June 27, 1986 ("Deposit Company's Report on
Agreement") among PLP, The Chase Form 8-K dated July 11,
Manhattan Bank, N.A. ("Chase") 1986
and Freeport Minerals Company
("Freeport Minerals"), as
attorney-in-fact of those
limited partners and assignees
holding depositary receipts for
units of limited partnership
interest in PLP ("Depositary
Receipts").
4.2 Resignation dated December 26, Exhibit 4.5 to the 1991
1991 of Chase as Depositary Annual Report on Form
under the Deposit Agreement and 10-K
appointment dated December 27,
1991 of Mellon Bank, N.A.
(Mellon) as successor
Depositary, effective January 1,
1992.
4.3 Service Agreement dated as of Exhibit 4.6 to the 1991
January 1, 1992 between PLP and Annual Report on Form
Mellon pursuant to which Mellon 10-K
serves as Depositary under the
Deposit Agreement and Custodian
under the Custodial Agreement.
4.4 Amendment to the Deposit Exhibit 4.4 to the 1992
Agreement dated as of November Annual Report on Form
18, 1992 between PLP and Mellon. 10-K
4.5 Form of Depositary Receipt. Exhibit 4.5 to the 1992
Annual Report on Form
10-K.
4.6 Custodial Agreement regarding Exhibit 19.1 to the
the PLP Depositary unit Company's June 30, 1987
Reinvestment Plan among FTX, PLP Form 10-Q
and Chase, effective as of April
1, 1987 (Custodial Agreement).
4.7 PLP Depositary Unit Reinvestment Exhibit 4.4 to the 1991
Plan. Annual Report on Form
10-K
4.8 Subordinated Indenture as of Exhibit 4.11 to the
October 26, 1990 (Subordinated 1993 Annual Report on
Indenture) between PLP and Form 10-K
Manufacturers Hanover Trust
Company (MHTC) as Trustee.
4.9 First Supplemental Indenture Exhibit 4.12 to the
dated as of February 15, 1994 1993 Annual Report on
between PLP and Chemical Bank, Form 10-K
as Successor to MHTC, as
Trustee, to the Subordinated
Indenture providing for the
issuance of $150,000,000 of
aggregate principal amount of 8
3/4% Senior Subordinated Notes
due 2004.
4.10 Form of Senior Indenture (Senior Exhibit 4.1 to the
Indenture) from PLP to Chemical Company's Report on
Bank, as Trustee. Form 8-K dated February
13, 1996
4.11 Form of Supplemental Indenture Exhibit 4.1 to the
dated February 14, 1996 from PLP Company's Report on
to Chemical Bank, as Trustee, to Form 8-K dated February
the Senior Indenture providing 16, 1996
for the issuance of $150,000,000
aggregate principal amount of 7%
Senior Debentures due 2008.
10.1 Contribution Agreement dated as Exhibit 2.1 to the
of April 5, 1993 between PLP and Company's Report on
IMC (PLP-IMC Contribution Form 8-K dated July 15,
Agreement). 1993
10.2 First Amendment dated as of July Exhibit 2.2 to the
1, 1993 to the PLP-IGL Company's Report on
Contribution Agreement. Form 8-K dated July 15,
1993
10.3 Amended and Restated Partnership Exhibit 10.3 to the
Agreement dated as of May 26, 1995 Annual Report on
1995 among IMC-Agrico GP Form 10-K
Company, Agrico, Limited
Partnership and IMC-Agrico MP
Inc.
10.4 Amendment and Agreement dated as Exhibit 10.1 to the
of January 23, 1996 to the Company's Report on
Amended and Restated Partnership Form 8-K dated February
Agreement dated May 26, 1995 by 13, 1996
and among IMC-Agrico MP, Inc.,
IMC Global Operations, Inc. and
IMC-Agrico Company.
10.5 Amended and Restated Parent Exhibit 10.5 to the
Agreement dated as of May 26, 1995 Annual Report on
1995 among IMC Global Form 10-K
Operations, Inc., PLP, FTX and
IMC-Agrico.
10.6 Participation Agreement: McMoRan X
1997 Exploration Program
(Participation Agreement) dated
April 1, 1997 between PLP and
MOXY.
10.7 Amendment to Participation X
Agreement dated December 15,
1997 between PLP and MOXY.
10.8 Participation Agreement: X
McMoRan 1997 Exploration Program
dated December 15, 1997 between
PLP and MOXY.
10.9 Promissory Demand Note between X
PLP, as borrower, and IMC, as
lender, dated December 22, 1997
in the principal sum of
$200,000,000.
10.10 Promissory Demand Note between X
PLP, as borrower, and IMC, as
lender, dated December 22, 1997
in the principal sum of
$150,000,000.
12.1 PLP Computation of Ratio of X
Earnings to Fixed Charges.
16 Letter of Arthur Andersen LLP Exhibit 99.2 to the
re: change in certifying Company's Report on
accountants. Form 8-K dated December
22, 1997 and Exhibit
99.2 to the Company's
Report on Form 8-K/A
dated February 5, 1998
21.1 Subsidiaries of the Registrant. X
23.1 Consent of Ernst & Young LLP X
dated March 30, 1998.
23.2 Consent of Arthur Andersen LLP dated
March 30, 1998. X
24.1 Powers of Attorney pursuant to
which this report has been
signed on behalf of certain
directors of IMC Global Inc. X
27.1 PLP Financial Data Schedule. X
99.1 Report of Ernst & Young LLP. X
99.2 Report of Ernst & Young LLP X
INDEX TO FINANCIAL STATEMENTS
The financial statement schedules listed below should be read in
conjunction with such financial statements contained in PLP's 1997 Annual
Report on Form 10-K.
Page
III-Condensed Financial Information of F-2
Registrant
VIII-Valuation and Qualifying Accounts F-5
Schedules other than those listed above have been omitted since they
are either not required, not applicable or the required information is
included in the financial statements or notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing
standards, the financial statements as of December 31, 1996 and for the
years ended December 31, 1996 and 1995 of Phosphate Resource Partners
Limited Partnership included in this Form 10-K, and have issued our
report thereon dated January 21, 1997. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the index above are the responsibility of the General
Partner's management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements. The schedules as of December 31, 1996 and for the
years ended December 31, 1996 and 1995 have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, fairly state in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana
January 21, 1997
PHOSHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENT OF OPERATIONS
Years Ended December 31,
-------------------------------
1997 1996 1995
-------- -------- --------
(In thousands)
Revenues $ 158,684 $175,950 $ 202,498
Cost of sales:
Production and delivery 126,613 119,052 119,239
Depreciation, depletion and amortization 33,931 36,203 42,142
Sulphur asset impairment charge 384,500 - -
-------- ------- -------
Total cost of sales 545,044 155,255 161,381
Exploration expenses 15,817 2,485 -
General and administrative expenses 57,365 35,509 50,492
-------- ------- -------
Total costs and expenses 618,226 193,249 211,873
-------- ------- -------
Operating loss (459,542 ) (17,299 ) (9,375 )
Interest expense, net (32,661 ) (31,752 ) (30,138 )
Equity in earnings of IMC-Agrico 154,728 226,002 201,704
Other income (expense), net (3,086 ) 350 (783 )
-------- ------- -------
Earnings (loss) before extraordinary item (340,561 ) 177,301 161,408
Extraordinary loss on early retirement of (14,474 ) - -
debt -------- ------- -------
Earnings (loss) $(355,035 ) $177,301 $ 161,408
-------- ------- -------
The footnotes contained in PLP's Form 10-K for the year ended December
31, 1997, are an integral part of these statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEET
December 31,
1997 1996
----------- ----------
(In thousands)
ASSETS
Current assets
Cash and cash equivalents $ 9,458 $ 6,372
Accounts receivable:
Customers 160 21,323
Other 5,244 23,606
Inventories:
Products - 21,859
Materials and supplies - 8,214
Prepaid expenses and other 1,151 3,003
-------- ---------
Total current assets 16,013 84,377
Property, plant and equipment, net 21,228 498,830
Investment in IMC-Agrico 378,818 399,603
Investment in MOXY 13,467 -
Other assets 1,362 26,814
-------- ---------
Total assets $ 430,888 $ 1,009,624
======== =========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued liabilities $ 28,946 $ 80,748
Long-term debt, less current portion 455,752 350,000
Reclamation and mine shutdown reserves - 53,848
Accrued postretirement benefits and other 114,548 165,380
liabilities
Partners' capital (deficit) (168,358 ) 359,648
-------- ---------
Total liabilities and partners' capital $ 430,888 $ 1,009,624
======== =========
The footnotes contained in PLP's Form 10-K for the year ended December
31, 1997, are an integral part of these statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENT OF CASH FLOW
Years Ended December 31,
----------------------------------
1997 1996 1995
--------- -------- --------
(In thousands)
Cash flow from operating
activities:
Earnings (loss) $(355,035 ) $ 177,301 $ 161,408
Adjustments to reconcile earnings
(loss) to net cash provided by
operating activities:
Sulphur asset impairment charge 384,500 - -
Depreciation and amortization 33,931 36,203 42,142
Oil and gas exploration expenses 15,817 2,485 -
Equity in earnings of IMC-Agrico (154,728 ) (226,002 ) (201,704 )
Cash distributions received from 187,017 263,083 219,515
IMC-Agrico
(Increase) decrease in working
capital, net of effect of
acquisitions:
Accounts receivable 1,448 (843 ) (16,875 )
Inventories 2,884 1,690 5,353
Prepaid expenses and other 665 (456 ) (2,272 )
Accounts payable and accrued (8,251 ) 6,180 29,590
liabilities
Reclamation and mine shutdown (13,350 ) (5,253 ) (2,065 )
expenditures
Other 3,014 4,473 8,478
------- -------- --------
Net cash provided by operating 97,912 258,861 243,570
activities ------- -------- --------
Cash flow from investing
activities:
Capital expenditures
Oil and gas exploration (35,505 ) (7,189 ) (3,888 )
Sulphur and other (2,284 ) (2,251 ) (9,443 )
Investment in IMC-Agrico (11,000 ) (7,641 ) (46,200 )
Investment in MOXY (8,218 ) - -
Sale of assets and other - 4,000 1,906
------- -------- --------
Net cash used in investing (57,007 ) (13,081 ) (57,625 )
activities ------- -------- --------
Cash flow from financing
activities:
Distributions to partners (119,556 ) (222,119 ) (202,541 )
Proceeds from (repayment of) debt, 105,030 (171,141 ) 16,269
net
Distribution of FSC shares (23,293 ) - -
Purchase of partnership units - - (2,061 )
Proceeds from sale of 7% Senior - 147,831 -
Debentures ------- ------- -------
Net cash used in financing (37,819 ) (245,429 ) (188,333 )
activities
Net increase (decrease) in cash 3,086 351 (2,388 )
and cash equivalents
Cash and cash equivalents at 6,372 6,021 8,409
beginning of year ------- ------- -------
Cash and cash equivalents at end $ 9,458 $ 6,372 $ 6,021
of year ======= ======= =======
The footnotes contained in PLP's Form 10-K for the year ended December
31, 1997, are an integral part of these statements.
PHOSPHATE RESOURCE PARTNERS LIMITED PARTNERSHIP
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1997, 1996 and 1995
Col. A Col. B Col. C Col. D Col. E
-------------- ------- ----------------------- ---------- ---------
Additions
------------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other Other-Add End of
Description of Period Expenses Accounts (Deduct) Period
------------- --------- --------- ----------- ---------- -------
(In thousands)
Reclamation and
mine shutdown
reserves:
1997:
Sulphur $ 47,657 $ 9,349 $ 4,767 a $ (61,773 )b $ -
Crop nutrients 42,287 9,503 - (13,502 )c 38,288
Oil & Gas 6,191 2,502 3,726 a (12,419 )b -
------- ------- ------- -------- -------
$ 96,135 $ 21,354 $ 8,493 $ (87,694 )d $ 38,288
======= ======= ======= ======== =======
1996:
Sulphur $ 71,954 $ 3,920 $ - $ (28,217 )e $ 47,657
Crop nutrients 35,931 10,137 - (3,781 ) 42,287
Oil & Gas 4,903 1,288 - - 6,191
------- ------- ------- -------- -------
$112,788 $ 15,345 $ - $ (31,998 )d $ 96,135
======= ======= ======= ======== =======
1995:
Sulphur $ 55,105 $ 2,643 $ - $ 14,206 f $ 71,954
Crop nutrients 37,683 2,785 - (4,537 ) 35,931
Oil & Gas 3,657 1,257 - (11 ) 4,903
------- ------- ------- -------- -------
$ 96,445 $ 6,685 $ - $ 9,658 d $ 112,788
======= ======= ======= ======== =======
a. Relates to the contribution of IMC's 25.0 percent interest in Main
Pass to PLP.
b. Includes a reduction of $63.2 million for sulphur and oil and gas
reserves included in the net assets distributed to FSC. See Note 5,
"Distributions," of Notes to Financial Statements in Part II, Item
8,
"Financial Statements and Supplementary Data," of this Annual Report
on Form 10-K for further detail.
c. Includes a reclassification to short-term payables of $12.0 million.
d. Includes expenditures of $26.6 million in 1997, $11.3 million in
1996 and $10.5 million in 1995.
e. Includes a reclassification to short-term payables of $17.1 million.
f. Includes $15.2 million of liabilities assumed in connection with the
acquisition of the sulphur assets of Pennzoil Co. See Note 8,
"Commitments and Contingencies," of Notes to Financial Statements in
Part II, Item 9, "Acquisitions," of this Annual Report on Form 10-K
for further detail.
- --------------------------------------
(1) Except for statements of historical fact contained herein, the
statements appearing under Part I, Items 1 and 2, "Business and
Properties," Part I, Item 3, "Legal Proceedings," and Part II, Item 7,
"Management's Discussion and Analysis of Results of Operations and
Financial Condition," presented herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.
Factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include, but are
not limited to, the following: the effect of general business and
economic conditions; conditions in and policies of the agriculture
industry; risks associated with investments and operations in foreign
jurisdictions and any future international expansion, including those
related to economic, political and regulatory policies of local
governments and laws or policies of the United States; changes in
governmental laws and regulations affecting environmental compliance;
taxes and other matters impacting the Company; the risks attendant with
mining operations; the potential impacts of increased competition in the
markets the Company operates within; risks attendant with supply of and
demand for oil and gas; the Company's ability to integrate certain
acquired businesses and realize certain expected acquisition-related
synergies; and the risk factors reported from time to time in the reports
filed by the Company with the Securities and Exchange Commission.