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 June 30, 1996
Commission File Number: 1-9164
Freeport-McMoRan Resource Partners, Limited Partnership
Organized in Delaware 72-1067072
(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
---
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Income 4
Statements of Cash Flow 5
Notes to Financial Statements 6
Remarks 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II. Other Information 11
Signature 12
Exhibit Index E-1
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
CONDENSED BALANCE SHEETS (Unaudited)
June 30, December 31,
1996 1995
---------- ----------
(In Thousands)
ASSETS
Current assets:
Cash and short-term investments $ 7,267 $ 22,508
Accounts receivable 79,688 81,101
Inventories 136,654 119,010
Prepaid expenses and other 4,606 3,692
---------- ----------
Total current assets 228,215 226,311
Property, plant and equipment, net 927,922 949,131
Other assets 46,986 53,663
---------- ----------
Total assets $1,203,123 $1,229,105
========== ==========
LIABILITIES AND PARTNERS'CAPITAL
Accounts payable and accrued liabilities $ 125,540 $ 127,020
Long-term debt, less current portion 394,695 384,241
Reclamation and mine shutdown reserves 108,838 112,788
Accrued postretirement benefits and
other liabilities 198,788 200,590
Partners' capital 375,262 404,466
---------- ----------
Total liabilities and partners' capital $1,203,123 $1,229,105
========== ==========
The accompanying notes are an integral part of these financial
statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF INCOME (Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
------------------------ ------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
(In Thousands, Except Per Unit Amounts)
Revenues $ 242,688 $ 233,203 $ 499,349 $ 487,468
Cost of sales:
Production and delivery 172,482 166,418 342,166 338,368
Depreciation and
amortization 8,841 6,673 19,775 20,614
---------- ---------- ---------- ----------
Total cost of sales 181,323 173,091 361,941 358,982
Gain on IMC-Agrico
investment - - (11,917) -
General and
administrative expenses 13,467 11,156 29,966 25,215
---------- ---------- ---------- ----------
Total costs and
expenses 194,790 184,247 379,990 384,197
---------- ---------- ---------- ----------
Operating income 47,898 48,956 119,359 103,271
Interest expense, net (8,570) (7,723) (16,775) (15,577)
Other income
(expense), net 209 (307) (386) (436)
---------- ---------- ---------- ----------
Net income $ 39,537 $ 40,926 $ 102,198 $ 87,258
========== ========== ========== ==========
Net income per unit $.38 $.40 $.99 $.84
==== ==== ==== ====
Average units outstanding 103,466 103,466 103,466 103,509
======= ======= ======= =======
Distributions paid per
publicly held unit $.61 $.615 $1.235 $1.215
==== ===== ====== ======
The accompanying notes are an integral part of these financial
statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOW (Unaudited)
Six Months
Ended June 30,
------------------------
1996 1995
---------- ----------
(In Thousands)
Cash flow from operating activities:
Net income $ 102,198 $ 87,258
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 19,775 20,614
Gain on IMC-Agrico investment (11,917) -
Cash distribution from IMC-Agrico in
excess of interest in capital 24,897 21,347
Reclamation and mine shutdown
expenditures (6,476) (4,928)
(Increase) decrease in working capital,
net of effect of acquisitions:
Accounts receivable 2,059 3,175
Inventories (17,644) 9,400
Prepaid expenses and other (914) (562)
Accounts payable and accrued
liabilities (2,838) 6,990
Other 11,385 7,772
---------- ----------
Net cash provided by operating
activities 120,525 151,066
---------- ----------
Cash flow from investing activities:
Capital expenditures (16,649) (15,484)
Sale of assets 4,000 375
---------- ----------
Net cash used in investing activities (12,649) (15,109)
---------- ----------
Cash flow from financing activities:
Distributions to partners (131,402) (109,345)
Repayments of debt, net (139,546) (19,949)
Proceeds from sale of 7% Senior Notes 147,831 -
Purchase of Partnership units - (2,061)
---------- ----------
Net cash used in financing activities (123,117) (131,355)
---------- ----------
Net increase (decrease) in cash and
short-term investments (15,241) 4,602
Cash and short-term investments at
beginning of year 22,508 9,859
---------- ----------
Cash and short-term investments at
end of period $ 7,267 $ 14,461
========== ==========
The accompanying notes are an integral part of these financial
statements.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
1. LONG-TERM DEBT
In February 1996, Freeport-McMoRan Resource Partners, Limited
Partnership (FRP) sold publicly $150 million of its 7% Senior Notes
due 2008. Net proceeds of $147.8 million were used to reduce bank
indebtedness. Following the sale of the 7% Senior Notes, the
committed amount under FRP's revolving credit facility was reduced
from $400 million to $300 million. As of June 30, 1996, $255.0 million
was available under the credit facility.
2. INVESTMENT IN IMC-AGRICO COMPANY
In March 1996, FRP and its joint venture partner in IMC-Agrico
increased FRP's ownership in IMC-Agrico by 0.85 percent. As a result,
FRP recognized a gain of $11.9 million resulting from the increased
share of IMC-Agrico's net assets.
3. RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the first six months of
1996 and 1995 was 6.5 to 1 and 6.0 to 1, respectively. For this
calculation, earnings are income from continuing operations before
fixed charges. Fixed charges include interest and that portion of
rent deemed representative of interest.
4. PROPOSED MERGER
On August 7, 1996, Freeport-McMoRan Inc. (FTX), the administrative
managing general partner and 51.6 percent owner of FRP, announced that
it had entered into a non-binding letter of intent with Arcadian
Corporation regarding a possible combination of their businesses into
a newly formed corporation. Although it is not a condition to the
combination, it is intended that FRP will be offered an opportunity to
participate in a transaction that would convert the publicly held FRP
units into capital stock of the new corporation.
The proposed combination is subject to the negotiation and
execution of a definitive merger agreement, completion of due
diligence, approval of the boards of directors of FTX and Arcadian,
approval by the shareholders of FTX and Arcadian, and approval under
the Hart-Scott-Rodino Anti-Trust Improvements Act. Completion of the
combination is also subject to such rights as IMC Global Inc. may have
to participate in the transaction under its partnership agreement with
FRP governing their IMC-Agrico joint venture. The proposed
transaction with FRP would also be subject to approval of a special
committee of the FTX board of directors representing the interests of
FRP public unitholders and to a vote of those unitholders. The
companies intend to complete the definitive agreement in approximately
30 days.
-------------------
Remarks
The information furnished herein should be read in conjunction with
FRP's financial statements contained in its 1995 Annual Report to
unitholders and incorporated by reference 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.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PROPOSED MERGER
On August 7, 1996, Freeport-McMoRan Inc. (FTX), the administrative
managing general partner and 51.6 percent owner of Freeport-McMoRan
Resource Partners, Limited Partnership (FRP), announced that it had
entered into a non-binding letter of intent with Arcadian Corporation
regarding a possible combination of their businesses into a newly
formed corporation. Although it is not a condition to the
combination, it is intended that FRP will be offered an opportunity to
participate in a transaction that would convert the publicly held FRP
units into capital stock of the new corporation.
The proposed combination is subject to the negotiation and
execution of a definitive merger agreement, completion of due
diligence, approval of the boards of directors of FTX and Arcadian,
approval by the shareholders of FTX and Arcadian, and approval under
the Hart-Scott-Rodino Anti-Trust Improvements Act. Completion of the
combination is also subject to such rights as IMC Global Inc. may have
to participate in the transaction under its partnership agreement with
FRP governing their IMC-Agrico joint venture. The proposed
transaction with FRP would also be subject to approval of a special
committee of the FTX board of directors representing the interests of
FRP public unitholders and to a vote of those unitholders. The
companies intend to complete the definitive agreement in approximately
30 days.
RESULTS OF OPERATIONS
Second Quarter Six Months
------------------------ ------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
(In Millions, Except Per Unit Amounts)
Revenues $ 242.7 $ 233.2 $ 499.3 $ 487.5
Operating income 47.9 49.0 119.4 103.3
Net income 39.5 40.9 102.2 87.3
Net income per unit .38 .40 .99 .84
FRP operating results for the 1996 periods benefited from higher
average realizations on its phosphate fertilizer, phosphate rock and
oil sales. The animal feed ingredients business, acquired in October
1995, also contributed to FRP's operating results. Offsetting the
impact of these positive factors were lower production and sales
volumes for phosphate rock, sulphur and oil. The six-month 1996
period was impacted by an $11.9 million gain resulting from the
increase in FRP's ownership of IMC-Agrico Company (Note 2) and charges
totaling $3.0 million representing miscellaneous asset valuations at
IMC-Agrico.
Depreciation and amortization for the 1996 quarter rose $2.2
million from the 1995 period amount, primarily attributable to a $2.8
million increase related to FRP's disproportionate interest in the
IMC-Agrico cash distributions and $0.5 million associated with the
animal feed ingredients operations, partially offset by a $0.9 million
reduction from phosphate rock activities caused by the decline in
sales volumes. For the six-month 1996 period, depreciation and
amortization decreased $0.8 million from the 1995 period, reflecting a
$1.5 million reduction from Main Pass oil operations and a $1.4
million reduction from phosphate rock activities caused by the decline
in sales volumes. These decreases were partially offset by $1.0
million of depreciation associated with the animal feed ingredients
business.
General and administrative expenses for the second-quarter and
six-month 1996 periods rose $2.3 million and $4.8 million,
respectively, from the 1995 period amounts primarily reflecting the
inclusion of the animal feed ingredients operations. The six-month
1996 period also includes $1.6 million higher stock appreciation
rights costs (second-quarter 1995 included a $0.9 million reduction to
expense) charged by FTX, whereas the 1995 period included a $1.2
million charge for the reorganization of IMC-Agrico's marketing
function.
Agricultural Minerals Operations - FRP's agricultural minerals
operations, which includes its fertilizer and phosphate rock
operations (conducted through IMC-Agrico) and its sulphur business,
reported second-quarter 1996 operating income of $50.1 million on
revenues of $233.0 million compared with operating income of $48.8
million on revenues of $224.2 million for the 1995 period. Operating
income for the first six months of 1996 was $126.3 million on revenues
of $480.2 million compared with operating income of $104.2 million on
revenues of $468.9 million for the year-ago period. Significant items
impacting operating income are as follows (in millions):
Second
Quarter Six Months
---------- -----------
Agricultural minerals operating
income -1995 $ 48.8 $ 104.2
---------- ----------
Increases (decreases):
Sales volumes (11.4) (48.7)
Realizations 16.4 59.5
Other 3.8 .5
---------- ----------
Revenue variance 8.8 11.3
Cost of sales (8.1)a (3.7)a
Gain on IMC-Agrico investment - 11.9
General and administrative .6 2.6
---------- ----------
1.3 22.1
---------- ----------
Agricultural minerals operating
income -1996 $ 50.1 $ 126.3
========== ==========
a. Includes a reduction to depreciation of $8.5 million and $11.3
million for the second quarter of 1996 and 1995, respectively, and
$15.8 million and $16.1 million for the six-month period of 1996 and
1995, respectively, caused by FRP's disproportionate interest in IMC-
Agrico cash distributions. The six-month 1996 period also includes
$3.0 million of asset valuation charges from IMC-Agrico.
FRP's second-quarter 1996 phosphate fertilizer sales volumes were
7 percent higher than those in the 1995 period, with IMC-Agrico's
realization for diammonium phosphate (DAP), its principal fertilizer
product, averaging 6 percent higher. The improvement in average price
realizations resulted from the tight supply/demand situation
experienced during late 1995 that moved prices higher in early 1996.
After near record high fertilizer prices, price weakness began late in
the first quarter and continued into the current quarter as industry
exports and domestic sales volumes were lower than anticipated. In
response to market conditions, IMC-Agrico temporarily idled its Taft,
Louisiana plant and reduced DAP production at its New Wales, Florida
plant in March and April, respectively, and also idled its Nichols,
Florida phosphate plant in mid-May. However, near the end of the
second quarter, North American and international demand strengthened,
resulting in improved market prices. In response to these improving
market conditions, in July IMC-Agrico resumed full capacity operations
at its New Wales, Florida plant and commenced production at its Taft,
Louisiana plant. FRP's phosphate fertilizer unit production costs
were essentially unchanged as lower costs for ammonia and sulphur were
offset by higher phosphate rock production, chemical processing and
natural gas costs.
The long-term fundamental market outlook for phosphate
fertilizers remains favorable because of record low global grain
stocks and historically high grain prices. Global fertilizer demand
is expected to continue to increase. With many international
phosphate suppliers sold out through the third quarter, global supply
and demand should result in favorable prices throughout the balance of
the year.
FRP's second-quarter 1996 phosphate rock sales volumes declined
39 percent primarily reflecting the previously reported October 1995
expiration of a cost-plus contract that resulted in below market
realizations on annual sales of 1.5 million tons net to FRP. Also
contributing to the reduction in sales volumes were lower sales in the
export market. The 18 percent increase in second-quarter 1996
realizations, primarily caused by the below market contract
expiration, was offset by lower sales volumes and higher rock mining
costs, resulting in lower earnings from its phosphate rock operations.
Phosphate rock sales volumes are expected to decline further as IMC-
Agrico does not intend to renew certain long-term sales contracts as
they expire in order to maximize the long-term value of its phosphate
rock reserves through internal use.
Sulphur sales volumes in the second quarter of 1996 declined 14
percent from the 1995 period level, as FRP operated its Main Pass and
Culberson mines at reduced rates (equivalent to 350,000 tons lower
annual production) in response to lower domestic sulphur demand from
phosphate fertilizer producers. Sulphur market prices were negatively
affected by the lower demand. FRP's future sulphur sales volumes and
realizations will continue to depend on the level of demand from the
domestic phosphate fertilizer industry.
Second Quarter Six Months
------------------------ ------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
Phosphate fertilizers -primarily DAP
Sales (short tons) a 809,900 760,400 1,599,900 1,660,300
Average realized price b
All phosphate
fertilizers $174.96 $163.53 $185.88 $163.68
DAP 178.37 169.01 192.05 169.10
Phosphate rock
Sales (short tons) a 740,700 1,221,500 1,492,500 2,560,200
Average realized
price b $27.27 $23.18 $26.77 $22.10
Sulphur
Sales (long tons) c 665,700 772,700 1,403,800 1,533,300
a. Reflects FRP's 43.6 percent and 45.1 percent share of the IMC-
Agrico assets for the years ended June 30, 1996 and 1995,
respectively.
b. Represents average realization f.o.b. plant/mine.
c. Includes internal consumption totaling 169,000 tons and 189,700
tons for the second quarter of 1996 and 1995, respectively, and
355,000 tons and 368,600 tons for the six-month period of 1996 and
1995, respectively.
Oil Operations -
Second Quarter Six Months
------------------- ---------------------
1996 1995 1996 1995
------- ------- --------- ---------
Sales (barrels) 502,300 541,000 1,044,500 1,161,800
Average realized price $19.26 $16.71 $18.32 $15.99
Operating income
(in millions) $2.5 $1.4 $4.7 $2.5
Main Pass oil production declined slightly from the 1995 period,
as expected. Net production for 1996 is expected to be slightly lower
than 1995 levels. Main Pass operating income for the 1996 periods
benefited from an increase in average realizations caused by higher
world market prices.
During the quarter, FRP, a significant consumer of natural gas in
its sulphur and fertilizer operations, acquired a 25 percent leasehold
interest in an oil and gas joint venture to explore a 35,000 acre
project area in south Terrebonne Parish, Louisiana. Two high-
potential, high-risk prospects have been identified, with drilling on
the East Fiddler's Lake prospect begun in July 1996 and drilling on
the North Bay Junop prospect anticipated to begin in late 1996. A 3-D
seismic survey has indicated additional potential prospects which may
be drilled in 1997. In connection with the acquisition of this
interest, FRP reimbursed McMoRan Oil & Gas Co., a formerly owned
affiliate of FTX, $2.1 million for certain costs previously incurred
on the project area. FRP acquired its interest on the same
proportionate basis as Phillips Petroleum, which has a 50 percent
leasehold interest in the project area and is the operator of the
initial two drilling prospects. FRP will continue to evaluate
opportunities for additional investments.
CAPITAL RESOURCES AND LIQUIDITY
Net cash provided by operating activities during the first six months
of 1996 declined to $120.5 million, compared with $151.1 million in
the 1995 period, primarily caused by an increase in product
inventories. Net cash used in investing activities was $12.6 million
compared with $15.1 million in the 1995 period. Capital expenditures
for 1996, including amounts associated with the North Bay Junop/East
Fiddler's Lake oil and gas exploration area, are currently estimated
to approximate $45 million. Net cash used in 1996 financing activities
totaled $123.1 million versus $131.4 million in the 1995 period.
Distributions to partners rose in 1996, reflecting the continued
public unitholder distributions and an increased level of
distributions paid to FTX. In early 1996, FRP issued $150 million of
7% Senior Notes, using the proceeds to reduce bank indebtedness,
thereby lengthening the maturity and fixing the interest rate on a
significant portion of FRP's remaining bank debt. FRP believes that
its short-term cash requirements will be met from internally generated
funds and borrowings under its credit facility ($252.0 million of
additional borrowings available at July 26, 1996).
Publicly owned FRP units have cumulative rights to receive
quarterly distributions of 60 cents per unit through the distribution
for the quarter ending December 31, 1996 before any distributions may
be made to FTX. On July 19, 1996, FRP declared a distribution of 60
cents per publicly held unit ($30.0 million) and 23 cents per FTX-
owned unit ($12.5 million), payable August 15, 1996, increasing the
total unpaid distributions to FTX to $398.4 million. Unpaid
distributions to FTX are recoverable from one-half of any excess of
future quarterly FRP distributions over 60 cents per unit for all
units. FRP's future distributions will be dependent on the
distributions received from IMC-Agrico, on the cash flow generated
from FRP's sulphur and oil operations, and on the level of and methods
of financing its capital expenditure needs including reclamation and
growth projects.
Distributable cash in July 1996 included $49.8 million from IMC-
Agrico. Future distributions from IMC-Agrico will depend primarily on
the phosphate fertilizer market, discussed earlier, and FRP's share of
IMC-Agrico cash distributions (Current Interest). In March 1996, FRP
and its joint venture partner in IMC-Agrico amended the IMC-Agrico
Partnership Agreement to (1) increase FRP's ownership in IMC-Agrico by
0.85 percent, (2) alter the management structure of the joint venture
and (3) modify certain product pricing arrangements between IMC-Agrico
and other of the joint venture partner's business units. As a result,
FRP's Current Interest is 54.35 percent for the twelve months ended
June 30, 1997 and declines to 41.45 percent thereafter. The
partnership agreement changes were made in recognition of changes in
IMC-Agrico's business and in connection with a merger transaction
between the joint venture partner and another company.
-------------------------------
The results of operations reported and summarized above are not
necessarily indicative of future operating results.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
PART II. OTHER INFORMATION
Item 5. Other Events.
-------------
On August 7, 1996, Freeport-McMoRan Inc. (FTX), the
administrative managing general partner of the registrant and the
owner of a 51.6 percent interest in the registrant, issued a press
release announcing that FTX had entered into a non-binding letter of
intent with Arcadian Corporation regarding a possible combination of
their businesses into a newly formed corporation. FTX also announced
that although it is not a condition to the combination, it is intended
that the registrant will be offered an opportunity to participate in a
transaction that would convert the publicly held limited partnership
units of the registrant into capital stock of the new corporation.
Copies of the letter of intent and the press release are filed with
this report as Exhibits 99.1 and 99.2, respectively.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The exhibits to this report are listed in the Exhibit
Index appearing on page E-1 hereof.
(b) No reports on Form 8-K were filed by the registrant
during the quarter for which this report is filed.
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
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 RESOURCE PARTNERS,
LIMITED PARTNERSHIP
(A Limited Partnership)
By: /s/ Nancy D. Bonner
-------------------
Nancy D. Bonner
Vice President and Controller
(Authorized signatory and
Principal Accounting Officer)
Date: August 9, 1996
FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP
EXHIBIT INDEX
-------------
Sequentially
Numbered
Number Description Page
- ------ ----------- ----
27.1 Financial Data Schedule
99.1 Press Release dated August 7, 1996.
Incorporated by reference to Exhibit
99.1 of the Freeport-McMoRan Inc. Form
10-Q for the quarter ended June 30, 1996.
99.2 Letter of Intent between
Freeport-McMoRan Inc. and
Arcadian Corporation. Incorporated
by reference to Exhibit 99.2 of the
Freeport-McMoRan Inc. Form 10-Q
for the quarter ended June 30, 1996.
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