SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1997
Commission File Number: 1-8124
Freeport-McMoRan Inc.
Incorporated in Delaware 13-3051048
(IRS Employer
Identification No.)
1615 Poydras Street, New Orleans, Louisiana 70112
Registrant's telephone number, including area code:(504) 582-4000
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
On September 30, 1997, there were issued and outstanding 24,030,728
shares of the registrant's Common Stock, par value $0.01 per share.
<PAGE> 1
FREEPORT-McMoRan INC.
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Operations 4
Statements of Cash Flow 5
Notes to Financial Statements 6
Remarks 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information 13
Signature 14
Exhibit Index E-1
<PAGE> 2
FREEPORT-McMoRan INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
FREEPORT-McMoRan INC.
CONDENSED BALANCE SHEETS
(Unaudited)
<CAPTION>
September 30, December 31,
1997 1996
---------- ----------
(In Thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,988 $ 19,977
Accounts receivable 78,787 71,795
Inventories 166,400 141,158
Prepaid expenses and other 33,159 5,065
---------- ----------
Total current assets 284,334 237,995
Property, plant and equipment, net 523,610 964,787
Deferred tax asset 86,180 -
Other assets 65,045 48,641
---------- ----------
Total assets $ 959,169 $1,251,423
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 147,130 $ 168,557
Long-term debt, less current portion 536,519 441,030
Accrued postretirement benefits and
pension costs 184,141 182,832
Reclamation and mine shutdown reserves 107,951 106,374
Other liabilities and deferred credits 76,373 84,247
Minority interest 800 174,081
Stockholders' equity (93,745) 94,302
---------- ----------
Total liabilities and stockholders'
equity $ 959,169 $1,251,423
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 3
<TABLE>
FREEPORT-McMoRan INC.
STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------- -----------------------
1997 1996 1997 1996
-------- ---------- ---------- ---------
(In Thousands, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Revenues $ 196,308 $ 222,649 $ 637,086 $ 722,269
Cost of sales:
Production and delivery 142,860 153,644 450,053 496,165
Depreciation and
amortization 430,146 9,971 455,956 30,778
---------- ---------- ---------- ----------
Total cost of sales 573,006 163,615 906,009 526,943
Gain on IMC-Agrico investment - - - (11,917)
Exploration expenses 9,119 2,000 15,341 2,000
General and
administrative expenses 14,923 13,143 42,878 45,183
---------- ---------- ---------- ----------
Total costs and
expenses 597,048 178,758 964,228 562,209
---------- ---------- ---------- ----------
Operating income (loss) (400,740) 43,891 (327,142) 160,060
Interest expense, net (10,171) (8,656) (28,895) (25,094)
Other income, net 512 125 339 1,480
---------- ---------- ---------- ----------
Income (loss) before
minority interest and
income taxes (410,399) 35,360 (355,698) 136,446
Minority interest in net
(income) loss of
consolidated
subsidiaries 150,178 (27,797) 111,981 (75,538)
Income tax (provision)
benefit 98,002 (3,592) 91,800 (22,491)
---------- ---------- ---------- ----------
Net income (loss) (162,219) 3,971 (151,917) 38,417
Preferred dividends (731) (1,096) (2,922) (3,287)
---------- ---------- ---------- ----------
Net income (loss)
applicable to common
stock $ (162,950) $ 2,875 $ (154,839) $ 35,130
========== ========== ========== ==========
Net income (loss) per
primary share $(6.89) $.11 $(6.55) $1.31
====== ==== ====== =====
Average primary common
and common equivalent
shares outstanding 23,655 25,767 23,641 26,824
====== ====== ====== ======
Cash dividend per common
share $.09 $.09 $.27 $.27
==== ==== ==== ====
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 4
<TABLE>
FREEPORT-McMoRan INC.
STATEMENTS OF CASH FLOW (Unaudited)
<CAPTION>
Nine Months Ended
September 30,
------------------------
1997 1996
---------- ----------
(In Thousands)
<S> <C> <C>
Cash flow from operating activities:
Net income (loss) $ (151,917) $ 38,417
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 455,956 30,778
Gain on IMC-Agrico investment - (11,917)
Oil and gas exploration expenses 15,341 2,000
Deferred income taxes (benefit) (94,770) 22,412
Minority interest's share of net
income (loss) (111,981) 75,538
Cash distributions from IMC-Agrico in
excess of interest in capital 34,712 36,610
Reclamation and mine shutdown
expenditures (20,994) (10,719)
(Increase) decrease in working capital,
net of effect of distribution:
Accounts receivable 3,439 62,089
Inventories (30,079) (22,629)
Prepaid expenses and other (347) (1,925)
Accounts payable and accrued
liabilities (1,517) (51,611)
Other (1,870) 17,745
---------- ----------
Net cash provided by operating activities 95,973 186,788
---------- ----------
Cash flow from investing activities:
Capital expenditures:
FRP (51,678) (33,009)
Assets held for sale (45,321) -
Other (11,990) (1,380)
Sale of assets - 4,000
---------- ----------
Net cash used in investing activities (108,989) (30,389)
---------- ----------
Cash flow from financing activities:
Purchase of FTX common shares (27,771) (107,563)
Purchase of FRP units - (1,305)
Distributions paid to FRP public
unitholders (62,100) (91,946)
Proceeds from debt 276,170 -
Repayments of debt (178,932) (88,294)
Proceeds from sale of FRP 7% Senior Notes - 147,831
Cash dividends paid:
Common stock (6,382) (7,140)
Preferred stock (2,921) (3,287)
Other 963 415
---------- ----------
Net cash used in financing activities (973) (151,289)
---------- ----------
Net decrease in cash and cash equivalents (13,989) 5,110
Cash and cash equivalents at beginning
of year 19,977 23,496
---------- ----------
Cash and cash equivalents at end
of period $ 5,988 $ 28,606
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE> 5
FREEPORT-McMoRan INC.
NOTES TO FINANCIAL STATEMENTS
1. FTX MERGER AGREEMENT
In August 1997, Freeport-McMoRan Inc. (FTX), the administrative
managing general partner and owner of a 51.6% interest in Freeport-
McMoRan Resource Partners, Limited Partnership (FRP), and IMC Global
Inc. (IGL), FRP's joint venture partner, announced that they had
executed an Agreement and Plan of Merger for FTX and IGL, with IGL
as the surviving entity. As a result of the merger, IGL will acquire
control of FTX and FRP and will become the administrative managing
general partner of FRP. The merger, which is subject to several
conditions including approval by the stockholders of FTX and IGL, is
expected to be completed by the end of 1997. In connection with the
merger, FRP's sulphur business and certain oil and gas operations,
including its 58.3 percent interest in the Main Pass 299 sulphur and
oil property, together with IGL's 25 percent interest in Main Pass
299, will be transferred to a new entity whose common stock will be
distributed pro rata to FRP's unitholders, including FTX. As a
result of the transactions, FRP unitholders will continue to hold
their proportionate ownership in FRP and will receive their
proportionate ownership in the new entity.
2. IMPAIRMENT ASSESSMENT OF SULPHUR ASSETS
In 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 121 (SFAS 121),
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. As a result of its most recent review of
its sulphur assets at September 30, 1997, FRP concluded that the
carrying value of its Main Pass sulphur 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 sulphur assets, based on a reassessment of
recoverable reserves utilizing recent production history, also
indicated an impairment writedown of $9.0 million was required.
Additionally, FTX wrote off $40.9 million of capitalized interest
related to these assets. Fair values were determined using
discounted estimated future cash flows related to these assets and
the writedowns are reflected in the accompanying financial
statements as additional depreciation and amortization charges.
3. OIL AND GAS EXPLORATION INVESTMENT
In March 1997, FRP entered into an agreement with McMoRan Oil & Gas
Co. (MOXY), pursuant to which FRP acquired an interest in seven
leases awarded to MOXY at the OCS Lease Sale 166 held in March 1997
for $5.5 million. In July 1997, FRP and MOXY also agreed to a new
multi-year aggregate $200 million oil and gas exploration program
(MOXY/FRP Exploration Program) to explore and develop prospects
primarily offshore in the Gulf of Mexico and onshore in the Gulf
Coast area. FRP and MOXY have committed $200 million for
exploration expenditures, with most exploration expenditures being
shared 60 percent and 40 percent, respectively. Other costs and all
revenues will be shared equally.
In August 1997, FRP purchased from MCN Energy Group Inc. (MCN),
MCN's 60 percent interest in the MOXY/MCN offshore exploration
program (MOXY/MCN Program) which includes two producing oil and gas
fields, an inventory of eight exploration prospects in the offshore
Gulf of Mexico and MOXY's program debt to MCN of approximately $12.5
million ($17.5 million in accounts receivable at September 30, 1997)
for a total of $46.4 million, subject to adjustment. Subject to
completion of MOXY's recapitalization described below, MOXY will
acquire the two producing properties from FRP for $26.0 million,
subject to certain adjustments ($27.8 million in prepaid expenses
and other at September 30, 1997), and repay MOXY's program debt. FRP
and MOXY will contribute their interests in the MOXY/MCN Program
exploration properties and their interests in the seven offshore
leases discussed above to the MOXY/FRP Exploration Program.
To provide capital for these transactions, MOXY has undertaken
a $100 million rights offering pursuant to which MOXY anticipates
issuing approximately 28.6 million shares of common stock. FRP has
agreed to purchase, at the $3.50 per share subscription price, all
shares that are available but not purchased by rights holders. Upon
closing of the MOXY rights offering, FRP will receive from MOXY a
fee of $6 million for participating in the rights offering,
acquiring and holding the MCN producing properties and agreeing to
enter into the MOXY/FRP Exploration Program. Additionally, if FRP
does not acquire at least 30 percent of MOXY's outstanding common
stock in the rights offering, FRP will have the option to purchase
at $3.50 per share up to a 30 percent ownership interest in MOXY.
<PAGE> 6
The merger between FTX and IGL, discussed in Note 1, will have
no effect on the oil and gas exploration program and other
transactions between FRP and MOXY.
4. PARENT COMPANY BALANCE SHEET
The unaudited, unconsolidated condensed balance sheet of FTX as of
September 30, 1997 follows (in thousands):
Cash and cash equivalents $ 306
Other current assets 239
Property, plant and equipment, net 10,155
Investment in FRP (52,675)
Deferred tax asset 86,180
Other assets 16,386
----------
Total assets $ 60,591
==========
Accounts payable and accrued liabilities $ 22,022
Long-term debt 53,600
Other liabilities and deferred credits 78,714
Stockholders' deficit (93,745)
----------
Total liabilities and stockholders' deficit $ 60,591
==========
5. CONVERSION OF PREFERRED STOCK
As of October 3, 1997, all of the outstanding shares of FTX's $4.375
Convertible Exchangeable Preferred Stock, which were called in
September 1997 for redemption, were converted into 1.83 million
shares of FTX common stock. Had these conversions occurred on
January 1, 1997, the net loss per primary share would have been
$6.39 for the third quarter of 1997 and $6.08 for the nine-month
period ended September 30, 1997.
6. NEW ACCOUNTING STANDARDS
In February 1997, the FASB issued SFAS 128, "Earnings Per Share,"
which simplifies the computation of earnings per share. SFAS 128 is
effective for financial statements issued for periods ending after
December 15, 1997 and requires restatement for all prior period
earnings per share data presented. Adoption of SFAS 128 will not
have a material impact on FTX's previously reported earnings per
share.
In June 1997, the FASB issued SFAS 130, "Reporting
Comprehensive Income," and SFAS 131, "Disclosures About Segments of
an Enterprise and Related Information." SFAS 130 establishes
standards for the reporting and display of comprehensive income in
the financial statements. Comprehensive income is the total of net
income and all other non-owner changes in equity. SFAS 131 requires
that companies disclose segment data based on how management makes
decisions about allocating resources to segments and measuring their
performance. SFAS 130 and 131 are effective for 1998. Adoption of
these standards is not expected to have an effect on FTX's financial
position or results of operations.
-----------------
Remarks
The information furnished herein should be read in conjunction with
FTX's financial statements contained in its 1996 Annual Report to
stockholders included in its Annual Report on Form 10-K.
The information furnished herein reflects all adjustments which are,
in the opinion of management, necessary for a fair statement of the
results for the periods. All such adjustments are, in the opinion
of management, of a normal recurring nature.
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
FTX MERGER AGREEMENT
In August 1997, Freeport-McMoRan Inc. (FTX), the administrative
managing general partner and owner of a 51.6% interest in Freeport-
McMoRan Resource Partners, Limited Partnership (FRP), and IMC Global
Inc. (IGL), FRP's joint venture partner, announced that they had
executed an Agreement and Plan of Merger for FTX and IGL, with IGL
as the surviving entity. As a result of the merger, IGL will
acquire control of FTX and FRP and will become the administrative
managing general partner of FRP. The merger, which is subject to
several conditions including approval by the stockholders of FTX and
IGL, is expected to be completed by the end of 1997. In connection
with the merger, FRP's sulphur business and certain oil and gas
operations, including its 58.3 percent interest in the Main Pass 299
sulphur and oil property, together with IGL's 25 percent interest in
Main Pass 299, will be transferred to a new entity whose common
stock will be distributed pro rata to FRP's unitholders, including
FTX. As a result of the transactions, FRP unitholders will continue
to hold their proportionate ownership in FRP and will receive their
proportionate ownership in the new entity.
OVERVIEW
The business operations of FTX primarily consist of its 51.6 percent
ownership in FRP. FRP, through its subsidiaries and joint venture
operations, is one of the world's leading integrated phosphate
fertilizer producers. FRP is a joint venture partner in IMC-Agrico
Company, the world's largest and one of the world's lowest cost
producers, marketers and distributors of phosphate fertilizers.
IMC-Agrico's business also includes the mining and sale of phosphate
rock and the production, marketing and distribution of animal feed
ingredients. FRP's Main Pass sulphur mine, offshore Louisiana in
the Gulf of Mexico, and its Culberson mine in Texas also make FRP
the largest producer of Frasch sulphur in the world. Main Pass also
contains proved oil reserves that FRP produces and sells for the
Main Pass joint venture.
The combined sulphur, phosphate mining and fertilizer
production operations provide FRP with the competitive advantages of
vertical integration and operating efficiencies and reduce the
sensitivity of FRP's phosphate fertilizer costs to changes in raw
material prices. FRP also believes that the strategic location of
IMC-Agrico's fertilizer operations, both in Florida and on the
Mississippi River, provide it with a competitive advantage over
other fertilizer producers. Additionally, through its oil and gas
exploration programs with McMoRan Oil & Gas Co. (MOXY), FRP seeks to
complement its natural gas purchase requirements in the fertilizer
business as well as provide additional growth potential.
Oil & Gas Exploration Investment - In August 1997, FRP purchased
from MCN Energy Group Inc. (MCN), MCN's 60 percent interest in the
MOXY/MCN offshore exploration program (MOXY/MCN Program) which
includes two producing oil and gas fields, an inventory of eight
exploration prospects in the offshore Gulf of Mexico and MOXY's
program debt to MCN of approximately $12.5 million ($17.5 million in
accounts receivable at September 30, 1997) for a total of $46.4
million, subject to adjustments. Subject to completion of MOXY's
recapitalization described below, MOXY will acquire the two
producing properties from FRP for $26.0 million, subject to certain
adjustments ($27.8 million in prepaid expenses and other at
September 30, 1997), and repay FRP for MOXY's debt under the
MOXY/MCN Program. Upon completion of MOXY's recapitalization
discussed below, FRP and MOXY will contribute their interests in the
MOXY/MCN Program exploration properties and their interests in the
seven offshore leases awarded to MOXY at the OCS Lease Sale 166 held
in March 1997 for $5.5 million to a multi-year aggregate $200
million oil and gas exploration program (MOXY/FRP Exploration
Program) to explore and develop prospects primarily offshore in the
Gulf of Mexico and onshore in the Gulf Coast area. FRP and MOXY
have committed $200 million for exploration expenditures, with most
exploration expenditures being shared 60 percent and 40 percent,
respectively. Other costs and all revenues will be shared equally.
To provide capital for these transactions, MOXY has undertaken
a $100 million rights offering pursuant to which MOXY anticipates
issuing approximately 28.6 million shares of common stock. FRP has
agreed to purchase, at the $3.50 per share subscription price, all
shares that are available but not purchased by rights holders. Upon
closing of the rights offering, FRP will receive from MOXY a fee of
$6 million for participating in the rights offering, acquiring and
holding the MCN producing properties and agreeing to enter into the
Exploration Program. Additionally, if FRP does not acquire at least
30 percent of MOXY's outstanding common stock in the rights
offering, FRP will have the option to purchase at $3.50 per share up
to a 30 percent ownership interest in MOXY.
The merger between FTX and IGL, discussed above, will have no
effect on the oil and gas exploration program and other transactions
between FRP and MOXY.
<PAGE> 8
RESULTS OF OPERATIONS
Third Quarter Nine Months
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(In Millions)
Revenues $ 196.3 $ 222.6 $ 637.1 $ 722.3
Operating income
(loss) (400.7) 43.9 (327.1) 160.1
Net income (loss)
to common stock (163.0) 2.9 (154.8) 35.1
FTX's operating results for the third quarter of 1997 compared
with the third quarter of 1996 were affected by lower average
realizations on its phosphate fertilizer and oil sales, as well as
reduced sales volumes for all products. For the nine-month 1997
period, FRP experienced lower average realizations on all of its
products, combined with reduced production and sales volumes. The
three- and nine-month 1997 periods include the non-cash impairment
assessment of the sulphur assets discussed below as well as charges
of $9.1 million and $15.3 million, respectively, for oil and gas
exploration costs. The nine-month 1997 period also includes 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. The nine-month 1996 period
included an $11.9 million gain from the increase in FRP's ownership
of IMC-Agrico and charges totaling $3.0 million for asset valuations
at IMC-Agrico.
In 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 121 (SFAS 121),
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. As a result of its most recent review of
its sulphur assets at September 30, 1997, FRP concluded that the
carrying value of its Main Pass sulphur 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 sulphur assets, based on a reassessment of
recoverable reserves utilizing recent production history, also
indicated an impairment writedown of $9.0 million was required.
Additionally, FTX wrote off $40.9 million of capitalized interest
related to these assets. Fair values were determined using
discounted estimated future cash flows related to these assets and
the impairment assessments are reflected in the accompanying
financial statements as additional depreciation and amortization
charges.
Before the impairment assessment of sulphur assets,
depreciation and amortization for the current quarter decreased $5.2
million from the 1996 period amount. This decline is attributable
primarily to a $5.5 million decrease related to FRP's
disproportionate interest in the IMC-Agrico cash distributions and a
decrease in unit-of-production depreciation of $0.4 million from
Main Pass oil operations primarily because of lower production
volumes, partially offset by downward revisions to estimated
recoverable oil reserves. For the nine-month 1997 period before the
impairment assessment of sulphur assets, depreciation and
amortization was slightly lower primarily because of a $2.2 million
decrease related to FRP's disproportionate interest in the IMC-
Agrico cash distributions, $3.7 million in nonrecurring charges from
IMC-Agrico and a reduction of $3.8 million from Main Pass oil
operations.
Third-quarter 1996 general and administrative expenses include
a $2.1 million reduction related to stock appreciation rights.
General and administrative expenses for the nine-month 1997 period
declined $2.3 million from the 1996 period primarily because of
lower employee costs.
Interest expense for the 1997 periods increased from the year-
ago amounts because of higher average debt levels. Minority
interest represents the FRP public unitholders' pro rata share of
FRP's earnings/losses, with the nine-month 1997 period including an
additional charge of $9.2 million (versus charges of $9.4 million
and $7.7 million for the third-quarter and nine-month periods of
1996, respectively) because FTX was not paid its proportionate share
of FRP distributions in connection with the final quarterly
distribution under the public FRP unitholders' preferential
distribution priority paid in February 1997. FTX absorbed $27.3
million in the 1997 periods for the FRP public unitholders' minority
interest share of FRP's partners' deficit. FTX will reflect 100
percent of FRP's future earnings/losses until the public unitholders
share of FRP's future earnings/losses less their share of dividends
exceeds this amount. To the extent that cumulative unpaid
distributions are reduced in the future, as discussed below, FTX
will recognize a disproportionately greater share of FRP's reported
earnings. FTX reflected a tax benefit in the 1997 periods because
of the writedown of sulphur assets.
<PAGE> 9
Agricultural Minerals Operations - FTX's agricultural minerals
operations, which include FRP's fertilizer and phosphate rock
operations (conducted through IMC-Agrico) and its sulphur business,
reported a third-quarter 1997 operating loss of $341.7 million on
revenues of $189.6 million compared with operating income of $48.3
million on revenues of $213.3 million for the 1996 period. The
operating loss for the first nine months of 1997 was $257.0 million
on revenues of $613.9 million compared with operating income of
$174.6 million on revenues of $693.5 million for the year-ago
period. Significant items impacting operating income follow (in
millions):
Third Nine
Quarter Months
---------- ----------
Agricultural minerals operating
income -1996 $ 48.3 $ 174.6
---------- ----------
Increases (decreases):
Sales volumes (22.3) (40.7)
Realizations (2.3) (39.3)
Other 0.9 0.4
---------- ----------
Revenue variance (23.7) (79.6)
Cost of sales a (366.2) (341.3)
Gain on IMC-Agrico investment - (11.9)
General and administrative (0.1) 1.2
---------- ----------
(390.0) (431.6)
---------- ----------
Agricultural minerals operating
income -1997 $ (341.7) $ (257.0)
========== ==========
a. Includes a reduction to depreciation of $11.9 million and $6.4
million for the third quarter of 1997 and 1996, respectively, and
$24.4 million and $22.2 million for the nine-month period of 1997
and 1996, respectively, caused by FRP's disproportionate interest in
IMC-Agrico cash distributions. These adjustments to depreciation
ended after the third quarter of 1997, when FRP received its final
disproportionate cash distribution from IMC-Agrico. The 1997
periods include charges totaling $384.5 million for the impairment
of sulphur assets but exclude the $40.9 million charge discussed
above. The nine-month 1996 period includes $3.0 million of asset
valuation charges from IMC-Agrico.
FRP's third-quarter 1997 phosphate fertilizer sales volumes
declined by 7 percent from the year-ago quarter, with lower North
American shipments partially offset by slightly increased export
business. IMC-Agrico continues to ship significant tonnage to China
under its 1997/1998 sales agreement. Average realized prices for
phosphate fertilizers for the quarter were slightly lower than the
prior-year period and the previous quarter. IMC-Agrico resumed
production at its Nichols, Florida facility in September 1997 in
response to the upcoming Australian shipping season. Unit
production costs for diammonium phosphate (DAP), IMC-Agrico's
principal fertilizer product, were slightly higher compared with the
year-ago quarter primarily as a result of higher sulphur and
phosphate rock costs partially offset by lower ammonia costs. Lower
production volumes also contributed to higher per unit costs.
With very low phosphate fertilizer producer inventories, the
near-term market outlook appears favorable. Long-term projected
demand growth, especially in the developing countries of Asia and
Latin America, is expected to require additional supplies of
fertilizer beyond the current production capability of existing
facilities. Additionally, FRP believes higher prices and operating
margins are required before new major phosphate projects are
initiated. However, weather and government policies will continue
to cause annual fluctuations in the overall agricultural and
fertilizer supply and demand situation.
FRP's third-quarter and nine-month 1997 phosphate rock sales
volumes declined 49 percent and 30 percent, respectively, over year-
ago levels, as IMC-Agrico continued to limit third-party sales in
order to maximize the long-term value of its reserves through
internal use. This strategy is expected to result in lower sales
volumes of phosphate rock for the remainder of 1997 compared with
the year-ago period. Reduced sales volumes contributed to decreased
earnings from phosphate rock operations.
Sulphur realized prices for the 1997 third quarter were 8
percent higher than the comparable 1996 period because of improved
market conditions, but remained 4 percent lower on a year-to-date
basis in 1997 than the same period in 1996. Sulphur sales volumes
for the 1997 third quarter were 6 percent lower than the 1996
period, primarily because of decreased sales to customers other than
IMC-Agrico. Production levels at the Main Pass and Culberson sulphur
mines were reduced in early 1996 in response to lower domestic
demand for sulphur, and these mines continue to operate at curtailed
levels. Combined production from the two mines averaged 7,600 tons
per day for the nine-month 1997 period compared with 8,000 tons per
day for the 1996 period. Future sulphur sales realizations and
volumes will continue to depend on the level of demand from the
domestic phosphate fertilizer industry and the
<PAGE> 10
availability of
competing supplies from recovered sources. Pursuant to a Sulphur
Supply Agreement, FRP's sulphur business has the preferential right
to provide sulphur to IMC-Agrico for as long as IMC-Agrico's
phosphate fertilizer business has an operational need for sulphur.
Third Quarter Nine Months
------------------------ -------------------------
1997 1996 1997 1996
---------- ---------- ---------- -----------
Phosphate fertilizers -primarily DAP
Sales (short tons) 729,700 783,400 2,262,600 2,383,000
Average realized price a
All phosphate
fertilizers $169.74 $175.55 $171.90 $182.49
DAP 174.86 180.65 176.38 188.59
Phosphate rock
Sales (short tons) 357,600 706,000 1,549,100 2,198,500
Average realized
price a $25.95 $24.73 $23.84 $26.12
Sulphur
Sales (long tons) b 690,100 738,000 2,167,000 2,141,800
a. Represents average realization f.o.b. plant/mine.
b. Includes internal consumption of 195,100 tons and 189,600 tons
for the third quarter of 1997 and 1996, respectively, and 593,300
tons and 544,600 tons for the nine-month period of 1997 and 1996,
respectively.
Main Pass Oil Operations - Main Pass oil operations achieved the
following:
Third Quarter Nine Months
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Sales (barrels) 380,100 463,000 1,247,600 1,507,500
Average realized price $17.44 $19.94 $18.37 $18.82
Operating income (loss)
(in millions) $(0.2) $3.5 $4.0 $8.2
The Main Pass operating income (loss) for the 1997 periods
reflects lower average realizations and reduced production levels.
Net production for 1997 is expected to decline from 1996 levels, as
increased drilling activities at Main Pass are expected to generate
production sufficient to partially offset declining reservoir
production.
Oil and Gas Exploration Activities - As noted above, FRP intends
to significantly expand its oil and gas activities through a new
multi-year aggregate $200 million exploration program, and
potentially significant equity investment, with MOXY. Until
commencement of the MOXY/FRP Exploration Program following
completion of the MOXY rights offering, FRP's exploration activities
will take place through its recently purchased interest in the
MOXY/MCN Program. Recent activities within the MOXY/MCN Program
follow:
* During the third quarter of 1997, the MOXY/MCN Program
initiated drilling of the West Cameron Block 616 #3 exploratory
well. In October 1997, the well encountered 263 feet of net gas pay
in four sands. MOXY, the operator of the well, believes that these
results indicate commercial quantities of reserves that can be
recovered by conventional platform techniques. MOXY is drilling the
well deeper to evaluate additional objectives. The West Cameron 616
#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.
* During the 1997 third quarter, exploratory wells drilled at the
Eugene Island Block 19, Vermilion Block 159 and Grand Isle Block 65
prospects did not discover commercial hydrocarbons, resulting in
$9.1 million of the related drilling costs being expensed.
In April 1997, FRP's 25 percent owned oil and gas exploration
joint venture with Phillips Petroleum Company and MOXY completed
drilling of an exploratory well on the North Bay Junop prospect. The
well reached total depth but did not encounter commercial
hydrocarbons in the primary objective zones, resulting in a $6.2
million charge to first-quarter 1997 exploration expense. The well
was completed in a shallower zone with approximately 25 feet of net
gas pay. The well was flow tested at a rate of 5.3 Mmcf of gas and
93 barrels of condensate per day. Production is expected to
commence during the fourth quarter of 1997. Other leads within
the project area that have been identified by 3-D seismic survey
continue to be evaluated.
<PAGE> 11
CAPITAL RESOURCES AND LIQUIDITY
As discussed above, FTX has announced its agreement to merge with
IGL, with IGL as the surviving entity. As part of the merger, FRP's
operations would also be significantly changed. As a result, this
merger would fundamentally change both FTX's and FRP's structure,
capital resources, etc.
FTX's main source of cash flow is distributions from FRP. On
October 21, 1997, FRP declared a distribution of 10 cents per unit.
This cash distribution represents the third distribution following
the end of the public unitholders' preference period in early 1997.
FRP's distributable cash is now shared ratably by FRP'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 October 21, 1997) from one-half of the quarterly
distributable cash after the payment of 60 cents per unit to all FRP
unitholders.
FRP's future distributions will depend on the distributions
received from IMC-Agrico, on the cash flow generated from FRP's
sulphur and Main Pass oil operations (until consummation of the
merger), the cash requirements of its expanding oil and gas
exploration activities (discussed above) net of any cash flows from
production of discovered reserves once developed, and the level and
methods of financing its capital expenditure needs, including
reclamation and growth projects. FRP's distributable cash in
October 1997 included $29.2 million from IMC-Agrico which reflects
the reduction in FRP's share of cash distributions from IMC-Agrico
from 54.35 percent to 41.45 percent effective July 1, 1997. For the
third quarter of 1997 that reduction equates to approximately $9
million. Future distributions from IMC-Agrico will depend primarily
on the phosphate fertilizer market and FRP's share of IMC-Agrico
cash distributions.
FTX currently has a quarterly cash dividend of 9 cents per
common share. This dividend level allows FTX to use additional
available funds to purchase FTX stock, purchase FRP units and/or
invest in potential new growth opportunities. The timing of FTX
stock and FRP unit purchases is dependent upon many factors,
including their price, FTX's financial condition and general
economic and market factors. FTX anticipates that its cash
distributions from FRP and amounts available to it under its credit
facility ($182.0 million of additional borrowings available to FRP
at October 20, 1997, $108.0 million of which is available to FTX)
will be sufficient to meet its obligations.
Net cash provided by operating activities during the first nine
months of 1997 totaled $96.0 million, compared with $186.8 million
for the 1996 period, primarily reflecting lower earnings. Capital
expenditures for the 1997 period were up from the year-ago level,
and are currently estimated to approximate $70 million for 1997.
During the first nine months of 1997, FTX purchased 960,200 shares
of its common stock for an aggregate $27.8 million. No preferred
dividends are payable following the conversion of all the
outstanding shares of FTX's $4.375 Convertible Exchangeable
Preferred Stock into 1.83 million shares of FTX common stock in
1997.
CAUTIONARY STATEMENT
Management's discussion and analysis contains forward-looking
statements including, without limitation, statements regarding sales
and production volumes, capital expenditures and product markets.
Important factors that might cause future results to differ from
these projections include, without limitation, economic and business
conditions, product market conditions, agricultural conditions and
other factors, many of which are beyond the control of FTX. Further
information regarding these and other factors are described in more
detail under the heading "Cautionary Statement" in FTX's Form 10-K
for the year ended December 31, 1996.
--------------------------------
The results of operations reported and summarized above are not
necessarily indicative of future operating results.
<PAGE> 12
FREEPORT-McMoRan INC.
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) The exhibits to this report are listed on the Exhibit Index
appearing on page E-1 hereof.
(b) During the quarter for which this report is filed the
registrant filed 4 Current Reports on Form 8-K dated July 28, 1997,
August 26, 1997, September 4, 1997 and September 17, 1997 reporting
information under Item 5. No financial statements were filed in
connection with such reports.
<PAGE> 13
FREEPORT-McMoRan INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
FREEPORT-McMoRan INC.
By: /s/ C. Donald Whitmire, Jr.
---------------------------
C. Donald Whitmire, Jr.
Controller - Financial Reporting
(authorized signatory and
Principal Accounting Officer)
Date: November 13, 1997
<PAGE> 14
FREEPORT-McMoRan INC.
EXHIBIT INDEX
Sequentially
Numbered
Number Description Page
- ---------- ---------- ----------
2.1 Agreement and Plan of Merger dated as of August 26, 1997
between FTX and IMC Global Inc. Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of FTX dated August
26, 1997.
3.1 Composite copy of Certificate of Incorporation of FTX, as
amended. Incorporated by reference to Exhibit 3.1 to the Quarterly
Report on Form 10-Q of FTX for the quarter ended June 30, 1992 (the
"FTX 1992 Second Quarter Form 10-Q").
3.2 By-Laws of FTX, as amended. Incorporated by reference to
Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (the "FTX 1996 Form 10-K").
4.1 Certificate of Designations of the $4.375 Convertible
Exchangeable Preferred Stock of FTX. Incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K of FTX dated March 23,
1992.
4.2 Amended and Restated Agreement of Limited Partnership of
FRP dated as of May 29, 1987 (the "FRP Partnership Agreement") among
FTX, Freeport Phosphate Rock Company and Geysers Geothermal Company,
as general partners, and Freeport Minerals Company ("FMC"), as
general partner and attorney-in-fact for the limited partners, of
FRP. Incorporated by reference to Exhibit B to the Prospectus dated
May 29, 1987 included in FRP's Registration Statement on Form S-1,
as amended, as filed with the Commission on May 29, 1987
(Registration No. 33-13513).
4.3 Amendment to the FRP Partnership Agreement dated as of
December 16, 1988 effected by FMC, as Administrative Managing
General Partner, and FTX, as General Partner, of FRP. Incorporated
by reference to Exhibit 3.2 to the Annual Report on Form 10-K of FRP
for the fiscal year ended December 31, 1994.
4.4 Amendment to the FRP Partnership Agreement dated as of
March 29, 1990 effected by FMC, as Administrative Managing General
Partner, and FTX, as Managing General Partner, of FRP. Incorporated
by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of
FRP for the quarter ended March 31, 1990 (the "FRP 1990 First
Quarter Form 10-Q").
4.5 Amendment to the FRP Partnership Agreement dated as of
April 6, 1990 effected by FTX, as Administrative Managing General
Partner of FRP. Incorporated by reference to Exhibit 19.3 to the
FRP 1990 First Quarter Form 10-Q.
4.6 Amendment to the FRP Partnership Agreement dated as of
January 27, 1992 between FTX, as Administrative Managing General
Partner, and FMRP Inc., as Managing General Partner of FRP.
Incorporated by reference to Exhibit 3.3 to the Annual Report on
Form 10-K of FRP for the fiscal year ended December 31, 1991 (the
"FRP 1991 Form 10-K").
4.7 Amendment to the FRP Partnership Agreement dated as of
October 14, 1992 between FTX, as Administrative Managing General
Partner, and FMRP Inc., as Managing General Partner of FRP.
Incorporated by reference to Exhibit 3.4 to the Annual Report on
Form 10-K of FRP for the fiscal year ended December 31, 1992 (the
"FRP 1992 Form 10-K").
4.8 Deposit Agreement dated as of June 27, 1986 (the "Deposit
Agreement") among FRP, The Chase Manhattan Bank, N.A. ("Chase") and
Freeport Minerals Company, as attorney-in-fact of those limited
partners and assignees holding depositary receipts for units of
limited partnership interests in FRP ("Depositary Receipts").
Incorporated by reference to Exhibit 28.4 to the Current Report on
Form 8-K of FTX dated July 11, 1986.
4.9 Resignation dated December 26, 1991 of Chase as Depositary
under the Deposit Agreement and appointment dated December 27, 1991
of Mellon Bank, N.A. ("Mellon") as successor Depositary, effective
January 1, 1992. Incorporated by reference to Exhibit 4.5 to the
FRP 1991 Form 10-K.
4.10 Service Agreement dated as of January 1, 1992 between FRP
and Mellon pursuant to which Mellon will serve as Depositary under
the Deposit Agreement and Custodian under the Custodial Agreement.
Incorporated by reference to Exhibit 4.6 to the FRP 1991 Form 10-K.
4.11 Amendment to the Deposit Agreement dated as of November 18,
1992 between FRP and Mellon. Incorporated by reference to Exhibit
4.4 to the FRP 1992 Form 10-K.
4.12 Form of Depositary Receipt. Incorporated by reference to
Exhibit 4.5 to the FRP 1992 Form 10-K.
4.13 Custodial Agreement regarding the FRP Depositary Unit
Reinvestment Plan among FTX, FRP and Chase, effective as of April 1,
1987 (the "Custodial Agreement"). Incorporated by reference to
Exhibit 19.1 to the Quarterly Report on Form 10-Q of FRP for the
quarter ended June 30, 1987.
4.14 FRP Depositary Unit Reinvestment Plan. Incorporated by
reference to Exhibit 4.4 to the FRP 1991 Form 10-K.
4.15 Second Amended and Restated Credit Agreement dated as of
November 14, 1996 (the "FTX/FRP Credit Agreement") among FTX, FRP,
the various financial institutions that are parties thereto (the
"Banks"), The Chase Manhattan Bank (successor by merger to Chemical
Bank) and The Chase Manhattan Bank (National Association), as
Administrative Agent, FRP Collateral Agent, FTX Collateral Agent and
Documentary Agent. Incorporated by reference to Exhibit 4.15 to the
FTX 1996 Form 10-K.
4.16 Subordinated Indenture as of October 26, 1990 (the
"Subordinated Indenture") between FRP and Manufacturers Hanover
Trust Company ("MHTC") as Trustee. Incorporated by reference to
Exhibit 4.11 to the Annual Report on Form 10-K of FRP for the fiscal
year ended December 31, 1993.
4.17 First Supplemental Indenture dated as of February 15, 1994
between FRP and Chemical Bank, 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. Incorporated by reference to Exhibit
4.12 to the FRP 1993 Form 10-K.
4.18 Form of Senior Indenture (the "Senior Indenture") from FRP
to Chemical Bank, as Trustee. Incorporated by reference to Exhibit
4.1 to the Current Report on Form 8-K of FRP dated February 13,
1996.
4.19 Form of Supplemental Indenture dated February 14, 1996 from
FRP to Chemical Bank, as Trustee, to the Senior Indenture providing
for the issuance of $150,000,000 aggregate principal amount of 7%
Senior Notes due 2008. Incorporated by reference to Exhibit 4.1 to
the Current Report on Form 8-K dated February 16, 1996 of FRP.
11.1 Freeport-McMoRan Inc. Computation of Net Income per Common
and Common Equivalent Share
27.1 Freeport-McMoRan Inc. Financial Data Schedule
Exhibit 11.1
FREEPORT-McMoRan INC.
COMPUTATION OF NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ ----------------------
1997 1996 1997 1996
---------- ---------- --------- ----------
(In Thousands, Except Per Share Amounts)
Primary:
Net income applicable
to common stock $ (162,950) $ 2,875 $ (154,839) $ 35,130
========== ========== ========== ==========
Average common shares
outstanding 23,536 25,488 23,627 26,509
Common stock equivalents:
Stock options 119 279 14 315
---------- ---------- ---------- ----------
Common and common
equivalent shares 23,655 25,767 23,641 26,824
========== ========== ========== ==========
Net income per common
and common equivalent
share $(6.89) $.11 $(6.55) $1.31
====== ==== ====== =====
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<NAME> FREEPORT-MCMORAN INC.
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